Series Supplement to Pooling and Servicing Agreement for Mortgage Asset-Backed Pass-Through Certificates (Series 2006-QS2) among Residential Accredit Loans, Inc., Residential Funding Corporation, and U.S. Bank National Association

 Execution Copy =================================================================================================================== =================================================================================================================== RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and U.S. BANK NATIONAL ASSOCIATION, Trustee SERIES SUPPLEMENT, Dated as of February 1, 2006, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of February 1, 2006 Mortgage Asset-Backed Pass-Through Certificates Series 2006-QS2 =================================================================================================================== ARTICLE I DEFINITIONS Section 1.01 Definitions...........................................................................3 Section 1.02 Use of Words and Phrases.............................................................28 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.........................................................31 Section 2.02 Acceptance by Trustee................................................................31 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company..............................................................................31 Section 2.04 Representations and Warranties of Sellers.(See Section 2.04 of the Standard Terms)...............................................................................35 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I and REMIC II.........................................35 Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests and REMIC II Regular Interests; Acceptance by the Trustee.................................................35 Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III............................36 Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms)...........36 Section 2.09. Agreement Regarding Ability to Disclose................................................36 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account..................................................................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)..............................53 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)...................................53 Section 4.05 Allocation of Realized Losses........................................................53 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property........................54 Section 4.07 Optional Purchase of Defaulted Mortgage Loans........................................54 Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................................54 Section 4.09 Reserve Fund.........................................................................54 ARTICLE V THE CERTIFICATES ARTICLE VI THE COMPANY AND THE MASTER SERVICER ARTICLE VII DEFAULT ARTICLE VIII CONCERNING THE TRUSTEE 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.................60 Section 9.02 Additional Termination Requirements..................................................63 Section 9.03 Termination of Multiple REMICs.......................................................63 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration.................................................................64 Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification.....................64 Section 10.03 Designation of REMICs................................................................64 Section 10.04 Distributions on the Uncertificated REMIC I and REMIC II Regular Interests...........65 Section 10.05 Compliance with Withholding Requirements.............................................67 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment............................................................................68 Section 11.02 Recordation of Agreement; Counterparts..............................................68 Section 11.03 Limitation on Rights of Certificateholders...........................................68 Section 11.04 Governing Law........................................................................68 Section 11.05 Notices..............................................................................68 Section 11.06 Required Notices to Rating Agency and Subservicer....................................69 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)................69 Section 11.08 Supplemental Provisions for Resecuritization.........................................69 Section 11.09 Allocation of Voting Rights..........................................................69 Section 11.10 No Petition..........................................................................69 EXHIBITS Exhibit One-I: Mortgage Loan Schedule (Group I Loans) Exhibit One-II: Mortgage Loan Schedule (Group II Loans) Exhibit One-III: Mortgage Loan Schedule (Group III Loans) Exhibit Two-I: Schedule of Discount Fractions for Group I Loans Exhibit Two-II: Schedule of Discount Fractions for Group II Loans and Group III Loans Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement Dated as of February 1, 2006 Exhibit Five: Planned Principal Balances and Targeted Principal Balances Exhibit Six: Jump Schedule Balance This is a Series Supplement, dated as of February 1, 2006 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of February 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 U.S. BANK NATIONAL ASSOCIATION, 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 the Yield Maintenance Agreements, as three real estate mortgage investment conduits (each, a "REMIC") for federal income tax purposes. The terms and provisions of the Standard Terms are hereby incorporated by reference herein as though set forth in full herein. If any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Standard Terms, the terms and provisions of this Series Supplement shall govern. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Standard Terms. The Pooling and Servicing Agreement shall be dated as of the date of this Series Supplement. The following table sets forth the designation, type, Pass-Through Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings and certain features for each Class of Certificates comprising the interests in the Trust Fund created hereunder. Aggregate Fitch/ Initial ------------------ Pass-Through Certificate Maturity Moody's/S&P/ Minimum Designation Rate Principal Balance Features(1) Date DBRS Denominations(2) I-A-1 5.50% $65,456,500.00 Senior/PAC/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2036 I-A-2 Adjustable $49,800,000.00 Senior/TAC/Floater/Adjustable February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Rate 2036 (4) Senior/Interest I-A-3 Adjustable $0.00 Only/Inverse February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(3) Floater/Adjustable Rate 2036 I-A-4 5.50% $14,457,800.00 Senior/Super Senior/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Lockout/Fixed Rate 2036 I-A-5 Adjustable $15,512,750.00 Senior/Companion/Floater/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Adjustable Rate 2036 I-A-6 Adjustable $4,230,750.00 Senior/Companion/Inverse February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Floater/Adjustable Rate 2036 I-A-7 6.00% $0.00(4) Senior/Interest February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Only/Fixed Rate 2036 I-A-8 6.00% $40,000,000.00 Senior/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2036 I-A-9 5.50% $153,030,000.00 Senior/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2036 I-A-10 Adjustable $105,672,000.00 Senior/Accretion Directed/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Floater/ Adjustable Rate 2036 (4)Senior/Interest Only/ I-A-11 Adjustable $0.00 Inverse February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(3) Floater/Adjustable Rate 2036 I-A-12 5.50% $70,398,000.00 Senior/Jump Accrual/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Fixed Rate 2036 I-A-13 5.50% $1,000,000.00 Senior/Accrual/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2036 I-A-14 Adjustable $80,000,000.00 Senior/Accretion Directed/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Floater/Adjustable Rate 2036 (1) The Certificates, other than the Class B and Class R Certificates, shall be Book-Entry Certificates. The Class B and Class R Certificates shall be delivered to the holders thereof in physical form. (2) The Certificates, other than the Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class I-A-P, Class II-A-P, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates) in excess thereof, except that one Certificate of any of the Class I-A-P, Class II-A-P, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates that contain an uneven multiple of $1,000 shall be issued in a denomination equal to the sum of the related minimum denomination set forth above (or in the case of the Class II-B-1, Class II-B-2 and Class II-B-3 Certificates in minimum original denominations equal to the initial Certificate Principal Balance of such Certificate) and such uneven multiple for such Class or the sum of such denomination and an integral multiple of $1,000. (3) - --------------------------------------------------------------------------------------------------------------------------------- Adjustable Rates: Initial Formula Maximum Minimum - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-2 5.07% LIBOR + 0.50% Subject to the available 0.50% funds cap - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-3 0.43% 5.00% - LIBOR 5.00% 0.00% - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-5 5.57% LIBOR + 1.00% 7.00% 1.00% - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-6 5.24333% 22.0% - (3.66666667 multiplied by 22.0% 0.00% LIBOR) - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-10 5.07% LIBOR + 0.50% Subject to the available 0.50% funds cap - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-11 0.43% 5.00% - LIBOR 5.00% 0.00% - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-14 5.27% LIBOR + 0.70% Subject to the available 0.70% funds cap - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-15 0.23% 4.80% - LIBOR 4.80% 0.00% - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-17 5.05% LIBOR + 0.48% Subject to the available 0.48% funds cap - --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- Class I-A-18 0.02% 5.02% - LIBOR 0.02% 0.00% (4) The Class I-A-3, Class I-A-7, Class I-A-11, Class I-A-15, and Class I-A-18 Certificates do not have a certificate principal balance. For the purpose of calculating interest payments, (i) interest on the Class I-A-3 Certificates will accrue on a notional amount equal to the certificate principal balance of the Class I-A-2 Certificates immediately prior to the related distribution date, (ii) interest on the Class I-A-7 Certificates will accrue on a notional amount equal to (0.500/6.00)% multiplied by the aggregate certificate principal balance of the Class I-A-1, Class I-A-2, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-9, Class I-A-10, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-16 and Class I-A-17 Certificates immediately prior to the related distribution date, (iii) interest on the Class I-A-11 Certificates will accrue on a notional amount equal to the aggregate certificate principal balance of the Class I-A-10 Certificates and Class I-A-17 Certificates immediately prior to the related distribution date, (iv) interest on the Class I-A-15 Certificates will accrue on a notional amount equal to the certificate principal balance of the Class I-A-14 Certificates immediately prior to the related distribution date, and (v) interest on the Class I-A-18 Certificates will accrue on a notional amount equal to the certificate principal balance of the Class I-A-17 Certificates immediately prior to the related distribution date. Senior/Interest Only/ I-A-15 Adjustable $0.00 Inverse Floater/ February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(3) Adjustable Rate 2036 I-A-16 5.50% $542,200.00 Senior/Senior Support/ February 25, AAA/Aa1/AAA/AAA $25,000.00 Lockout/Fixed Rate 2036 I-A-17 Adjustable $100,000,000.00 Senior/Accretion Directed/ February 25, AAA/Aaa/AAA/AAA $25,000.00 Rate(3) Floater/Adjustable Rate 2036 (4)Senior/Interest Only/ I-A-18 Adjustable $0.00 Inverse February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(3) Floater/Adjustable Rate 2036 II-A-1 5.50% $106,430,000.00 Senior/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2021 II-A-2 5.50% $3,725,000.00 Senior/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2021 III-A-1 5.50% $15,068,000.00 Senior/Fixed Rate February 25, AAA/Aaa/AAA/AAA $25,000.00 2021 I-A-P 0.00% $3,239,836.00 Senior/Principal Only February 25, AAA/Aaa/AAA/AAA $25,000.00 2036 I-A-V Variable $0.00(6)Senior/Interest Only/ February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(5) Variable Rate 2036 II-A-P 0.00% $1,618,278.00 Senior/Principal Only February 25, AAA/Aaa/AAA/AAA $25,000.00 2021 (6)Senior/Interest Only/ II-A-V Variable $0.00 February 25, AAA/Aaa/AAA/AAA $2,000,000.00 Rate(5) Variable Rate 2021 R-I 6.00% $695.80 Senior/Residual/Fixed Rate February 25, AAA/Aaa/AAA/AAA (7) 2036 R-II 5.50% $5458.93 Senior/Residual/Fixed Rate February 25, AAA/Aaa/AAA/AAA (7) 2021 R-III 5.50% $100.00 Senior/Residual/Fixed Rate February 25, AAA/Aaa/AAA/AAA (7) 2021 I-M-1 6.00% $23,257,800.00 Mezzanine/Fixed Rate February 25, AA/NA/NA/NA $25,000.00 2036 I-M-2 6.00% $7,877,500.00 Mezzanine/Fixed Rate February 25, A/NA/NA/NA $250,000.00 2036 I-M-3 6.00% $6,001,800.00 Mezzanine/Fixed Rate February 25, BBB/NA/NA/NA $250,000.00 2036 II-M-1 5.50% $3,090,300.00 Mezzanine/Fixed Rate February 25, AA/NA/NA/NA $25,000.00 2021 II-M-2 5.50% $525,800.00 Mezzanine/Fixed Rate February 25, A/NA/NA/NA $250,000.00 2021 II-M-3 5.50% $328,600.00 Mezzanine/Fixed Rate February 25, BBB/NA/NA/NA $250,000.00 2021 I-B-1 6.00% $3,751,200.00 Subordinate/Fixed Rate February 25, BB/NA/NA/NA $250,000.00 2036 I-B-2 6.00% $3,000,900.00 Subordinate/Fixed Rate February 25, B/NA/NA/NA $250,000.00 2036 I-B-3 6.00% $3,000,946.46 Subordinate/Fixed Rate February 25, NA/NA/NA/NA $250,000.00 2036 II-B-1 5.50% $263,000.00 Subordinate/Fixed Rate February 25, BB/NA/NA/NA $250,000.00 2021 II-B-2 5.50% $197,200.00 Subordinate/Fixed Rate February 25, B/NA/NA/NA $250,000.00 2021 II-B-3 5.50% $197,204.72 Subordinate/Fixed Rate February 25, NA/NA/NA/NA $250,000.00 2021 The Group I Loans have an aggregate principal balance as of the Cut-off Date of $750,230,678.48. The Group II Loans have an aggregate principal balance as of the Cut-off Date of $115,783,259.07. The Group III Loans have an aggregate principal balance as of the Cut-off Date of $15,665,682.94. The combined Group II Loans and Group III Loans have an aggregate principal balance as of the Cut-off Date of $131,448,942.01. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: (5) The initial Pass-Through Rate on the Class I-A-V Certificates is 0.5849% and the initial Pass-Through Rate on the Class II-A-V Certificates is 0.3675%. (6) The Class I-A-V Certificates and Class II-A-V Certificates each do not have a principal balance. For the purpose of calculating interest payments, interest will accrue on a notional amount equal to, in the case of Class I-A-V Certificate, the aggregate stated principal balance of the mortgage loans in Loan Group I, and in the case of Class II-A-V Certificate, the aggregate stated principal balance of the mortgage loans in Loan Group II and Loan Group III. (7) Each class of the Class R Certificates shall be issuable in minimum denominations of not less than a 20% Percentage Interest; provided, however, that one Class R Certificate of each Class will be issuable to Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination representing a Percentage Interest of not less than 0.01%. 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 Class I-A-12 Accretion Termination Date or the Class I-A-13 Accretion Termination Date. Accrual Certificates: The Class I-A-12 Certificates and Class I-A-13 Certificates. Accrued Certificate Interest: With respect to each Distribution Date, as to any Class or Subclass of Certificates (other than any Principal Only Certificates), interest accrued during the related Interest Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance or Notional Amount thereof immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months. In each case Accrued Certificate Interest on any Class or Subclass of Certificates will be reduced by the amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans in the related Loan Group (to the extent not offset by the Master Servicer with a payment of Compensating Interest as provided in Section 4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses on all Mortgage Loans in the related Loan Group not allocated solely to one or more specific Classes of Certificates pursuant to Section 4.05, and (iii) any other interest shortfalls not covered by the subordination provided by the related Class M Certificates and related Class B Certificates, including interest that is not collectible from the Mortgagor pursuant to the Servicemembers Civil Relief Act, as amended, or similar legislation or regulations as in effect from time to time, all allocated as described below. The Class I-A Percentage of these reductions with respect to the Group I Loans will be allocated among the Holders of the Group I Senior Certificates, other than the Class I-A-P Certificates, in proportion to the amounts of Accrued Certificate Interest that would have been payable to those Certificates from the Group I Loans on that Distribution Date absent such reductions. The Class II-A Percentage of these reductions with respect to the Group II Loans will be allocated among the Holders of the Group II Senior Certificates, in proportion to the amounts of Accrued Certificate Interest that would have been payable to those Certificates from the Group II Loans on that Distribution Date absent such reductions. The Class III-A Percentage of these reductions with respect to the Group III Loans will be allocated among the Holders of the Group III Senior Certificates, in proportion to the amounts of Accrued Certificate Interest that would have been payable to those Certificates from the Group III Loans on that Distribution Date absent such reductions. The remainder of these reductions will be allocated among the Holders of the related Class M Certificates and the related Class B Certificates in proportion to the respective amounts of Accrued Certificate Interest that would have been payable on that Distribution Date absent these reductions. In the case of each class of Class M Certificates and Class B Certificates, Accrued Certificate Interest on that class will be further reduced by the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of Class M Certificates or such Class of Class B in Certificates pursuant to Section 4.05. Adjustable Rate Certificates: Any of the Class I-A-2, Class I-A-3, Class I-A-5, Class I-A-6, Class I-A-10, Class I-A-11, Class I-A-14, Class I-A-15, Class I-A-17 and Class I-A-18 Certificates. Aggregate Accrual Distribution Amount: The sum of the Class I-A-12 Accrual Distribution Amount and the Class I-A-13 Accrual Distribution Amount. Aggregate Available Distribution Amount: With respect to a Distribution Date, the sum of the Available Distribution Amounts for both Loan Group II and Loan Group III 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 Group II and Loan Group III 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 Group II and Loan Group III for such Distribution Date. 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(m), 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). Available Funds Cap: With respect to any Distribution Date after the Distribution Date in March 2006 and on or before the Distribution Date in April 2009 and the Class I-A-2 Certificates, 5.50% per annum plus amounts, if any, paid pursuant to the related Yield Maintenance Agreement, expressed as a per annum rate. With respect to any Distribution Date after the Distribution Date in March 2006 and on or before the Distribution Date in April 2015 and the Class I-A-10 Certificates, 5.50% per annum plus amounts, if any, paid pursuant to the related Yield Maintenance Agreement, expressed as a per annum rate. With respect to any Distribution Date after the Distribution Date in March 2006 and on or before the Distribution Date in March 2013 and the Class I-A-14 Certificates, 5.50% per annum plus amounts, if any, paid pursuant to the related Yield Maintenance Agreement, expressed as a per annum rate. With respect to any Distribution Date after the Distribution Date in March 2006 and on or before the Distribution Date in April 2015 and the Class I-A-17 Certificates, 5.50% per annum, plus amounts, if any, paid pursuant to the related Yield Maintenance Agreement, expressed as a per annum rate. With respect to the Distribution Date in March 2006 and any Distribution Date after April 2009 with respect to the Class I-A-2 Certificates, the Distribution Date in March 2006 and any Distribution Date after April 2015 with respect to the Class I-A-10 Certificates, the Distribution Date in March 2006 and the Distribution Date after March 2013 with respect to the Class I-A-14 Certificates, and the Distribution Date in March 2006 and any Distribution Date after April 2015 with respect to the Class I-A-17 Certificates, 5.50% per annum. Capitalization Reimbursement Amount: As to any Distribution Date and Loan Group the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the related Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date. Capitalization Reimbursement Shortfall Amount: As to any Distribution Date and Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the Mortgage Loans in such Loan Group during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount for that Loan Group and Distribution Date. Certificate: Any Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class II-A-1, Class II-A-2, Class III-A-1, Class R-I, Class R-II, Class R-III, Class I-M-1, Class I-M-2, Class I-M-3, Class II-M-1, Class II-M-2, Class II-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "U.S. Bank National Association, as trustee, in trust for the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS2" and which must be an Eligible Account. Certificate Group: With respect to (i) Loan Group I, the Group I Senior, Class I-M and Class I-B Certificates; (ii) Loan Group II, the Group II Senior Certificates; (iii) Loan Group III, the Group III Senior Certificates and (iv) Loan Group II and Loan Group III in the aggregate, the Group II Senior, Group III Senior, Class II-A-P, Class II-A-V, Class II-M and Class II-B Certificates. Certificate Policy: None. Certificate Principal Balance: With respect to each Certificate (other than any Interest Only Certificate), on any date of determination, an amount equal to: (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof, plus (ii) any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.02, plus (iii) in the case of each Accrual Certificate, an amount equal to the aggregate Accrued Certificate Interest added to the Certificate Principal Balance thereof prior to such date of determination, minus (iii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that the Certificate Principal Balance of each Certificate of the Class of Subordinate Certificates with the Lowest Priority at any given time shall be further reduced by an amount equal to the Percentage Interest represented by such Certificate multiplied by the excess, if any, of (A) the then aggregate Certificate Principal Balance of all Classes of Certificates in the related Certificate Group then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I or Loan Group II and Loan Group III in the aggregate, as applicable. Class A-P Collection Shortfall: With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan, any Distribution Date and any Loan Group, the extent to which the amount described in clause (C)(1) of the definition of Class A-P Principal Distribution Amount for such Loan Group is less than the amount described in clause (C)(2) of such definition. Class A-P Certificates: The Class I-A-P Certificates, which relate to and are payable from the Group I Loans, and Class II-A-P Certificates, which relate to and are payable from the Group II Loans and Group III Loans. Class A-V Certificates: The Class I-A-V Certificates, which relate to and are payable from the Group I Loans, and Class II-A-V Certificates, which relate to and are payable from the Group II Loans and Group III Loans. 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, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-P and Class I-A-V 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, other than the Class I-A-P Certificates, immediately prior to that Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group I, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group I, immediately prior to that Distribution Date. The Class I-A Percentage will initially equal approximately 93.72% and will in no event exceed 100%. Class II-A Certificates: The Class II-A-1 Certificates and Class II-A-2 Certificates. Class I-A-2 Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the related Yield Maintenance Agreement Provider, relating to the Class I-A-2 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-10 Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the related Yield Maintenance Agreement Provider, relating to the Class I-A-10 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-12 Accretion Termination Date:The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-14 and Class I-A-17 Certificates has been reduced to zero and (ii) the occurrence of the Credit Support Depletion Date for Loan Group I. Class I-A-12 Accrual Distribution Amount: On each Distribution Date preceding the Class I-A-12 Accretion Termination Date, an amount equal to the amount of Accrued Certificate Interest on the Class I-A-12 Certificates for that date which will be added to the Certificate Principal Balance of the Class I-A-12 Certificates and distributed in the manner described in this prospectus supplement under "--Principal Distributions on the Senior Certificates" to the holders of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates as principal in reduction of the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates. Any distributions of the Class I-A-12 Accrual Distribution Amount to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates will reduce the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates by that amount. The amount that is added to the Certificate Principal Balance of the Class I-A-12 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the Class I-A-12 Accretion Termination Date, the entire Accrued Certificate Interest on the Class I-A-12 Certificates for that date will be payable to the holders of the Class I-A-12 Certificates, as interest, to the extent not required to be paid to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 in order to fully reduce the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates to zero on the Class I-A-12 Accretion Termination Date; provided, however, that if the Class I-A-12 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-12 Certificates. Class I-A-13 Accretion Termination Date: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates has been reduced to zero and (ii) the occurrence of the Credit Support Depletion Date for Loan Group I. Class I-A-13 Accrual Distribution Amount: On each Distribution Date preceding the Class I-A-13 Accretion Termination Date, an amount equal to the amount of Accrued Certificate Interest on the Class I-A-13 Certificates for that date which will be added to the Certificate Principal Balance of the Class I-A-13 Certificates and distributed in the manner described in this prospectus supplement under "--Principal Distributions on the Senior Certificates" to the holders of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates as principal in reduction of the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates. Any distributions of the Class I-A-13 Accrual Distribution Amount to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates will reduce the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates by that amount. The amount that is added to the Certificate Principal Balance of the Class I-A-13 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the related Class I-A-13 Accretion Termination Date, the entire Accrued Certificate Interest on the Class I-A-13 Certificates for that date will be payable to the holders of the Class I-A-13 Certificates, as interest, to the extent not required to be paid to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates in order to fully reduce the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates to zero on the related Class I-A-13 Accretion Termination Date; provided, however, that if the related Class I-A-13 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-13 Certificates. Class I-A-14 Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the related Yield Maintenance Agreement Provider, relating to the Class I-A-14 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-17 Yield Maintenance Agreement: The agreement dated as of the Closing Date, between the Trustee and the related Yield Maintenance Agreement Provider, relating to the Class I-A-17 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. 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 96.45% and will in no event exceed 100%. Class III-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate Certificate Principal Balance of the Group III Senior Certificates immediately prior to that Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans in Loan Group III, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group III, immediately prior to that Distribution Date. The Class III-A Percentage will initially equal approximately 96.49% and will in no event exceed 100%. Class B Certificates: The Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates. The Class I-B-1, Class I-B-2 and Class I-B-3 Certificates relate to and are payable from the Group I Loans. The Class II-B-1, Class II-B-2 and Class II-B-3 Certificates relate to and are payable from the Group II Loans and the Group III Loans. Class M Certificates: The Class I-M-1, Class I-M-2, Class I-M-3 Certificates, which relate to and are payable from the Group I Loans, and the Class II-M-1, Class II-M-2 and Class II-M-3 Certificates, which relate to and are payable from the Group II Loans and the Group III Loans. Class R Certificate: Any one of the Class R-I, Class R-II and Class R-III Certificates. Class R-I Certificate: Any one of the Class R-I Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC I for purposes of the REMIC Provisions. Class R-II Certificate: Any one of the Class R-II Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC II for purposes of the REMIC Provisions. Class R-III Certificate: Any one of the Class R-III Certificates executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit D and evidencing an interest designated as a "residual interest" in REMIC III for purposes of the REMIC Provisions. Class I-M Certificates: The Class I-M-1, Class I-M-2 and Class I-M-3 Certificates. Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class II-M-3 Certificates. Closing Date: February 27, 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 U.S. Bank National Association, Mail Code EP-MN-WS3D, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention: Structured Finance/RALI 2006-QS2. Credit Support Depletion Date: With respect to Loan Group I, the first Distribution Date on which the Certificate Principal Balances of the Class I-M, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates have been reduced to zero. With respect to Loan Group II and Loan Group III, the first Distribution Date on which the Certificate Principal Balances of the Class II-M, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates have been reduced to zero. Cut-off Date: February 1, 2006. DBRS: Dominion Bond Rating Service, or its successor in interest. Determination Date: With respect to any Distribution Date, the second Business Day prior to each Distribution Date. Discount Net Mortgage Rate: With respect to Loan Group I, 6.00% per annum. With respect to Loan Group II and Loan Group III, 5.50% 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, an amount equal to the excess of (a) the Available Distribution Amount for such Loan Group or the Aggregate Available Distribution Amount, as applicable, over (b) the sum of (i) the aggregate amount of Accrued Certificate Interest on the related Senior Certificates or the Aggregate Senior Interest Distribution Amount, as applicable, (ii) the related Senior Principal Distribution Amount or Aggregate Senior Principal Distribution Amount, as applicable, (determined without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the related Class A-P Principal Distribution Amount for Loan Group I or both Loan Group II and Loan Group III, as applicable (determined without regard to clause (E) of the definition of Class A-P Principal Distribution Amount) and (iv) the aggregate amount of Accrued Certificate Interest on the Class I-M, Class I-B-1 and Class I-B-2 Certificates, or the Class II-M, Class II-B-1 and Class II-B-2 Certificates, as applicable. With respect to Loan Group II and Loan Group III, Eligible Funds will be allocated between the Loan Group II and Loan Group III on a pro rata basis in accordance with the amount of Class A-P Collection Shortfalls for that Distribution Date and remaining unpaid from any previous Distribution Date on that Distribution Date. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the aggregate Certificate Principal Balance of the Class of Subordinate Certificates in the Certificate Group related to a Loan Group then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be allocated to such Class or Classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such Class or Classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such Classes of Certificates on such Distribution Date as reduced by any amount calculated with respect to that Loan Group pursuant to clause (E) of the definition of Class A-P Principal Distribution Amount. The Excess Subordinate Principal Amount will be allocated between the Loan Group II and Loan Group III 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. Floater Certificates: Any of the Class I-A-2, Class I-A-5, Class I-A-10, Class I-A-14, and Class I-A-17 Certificates. 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 III Loans: The Mortgage Loans designated on the Mortgage Loan Schedule as Group III Loans. Group I Senior Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-A-V, Class I-A-P and Class R-I Certificates, which relate to and are payable from the Group I Loans. Group II Senior Certificates: The Class II-A-1, Class II-A-2, Class R-II and Class R-III Certificates, which relate to and are payable from the Group II Loans. Group III Senior Certificates: The Class III-A-1 Certificates, which relate to and are payable from the Group III Loans. Highest Priority: As of any date of determination, the Class of related Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the earliest priority for payments pursuant to Section 4.02(a), in the following order: (a) for the Subordinate Certificates related to Loan Group I, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 Certificates and (b) for the Subordinate Certificates related to Loan Group II and Loan Group III combined, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates. Initial Monthly Payment Fund: $1,935.00, representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the March 2006 Due Period, for those Mortgage Loans for which the Trustee will not be entitled to receive such payment. Initial Notional Amount: With respect to the Class I-A-V Certificates, the aggregate Cut-off Date Principal Balance of the Group I Loans and with respect to the Class II-A-V Certificates, the aggregate Cut-off Date Principal Balance of the Group II Loans and Group III Loans. With respect to any Subclass issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to such Subclass as of the Cut-Off Date. Initial Subordinate Class Percentage: With respect to each Class of related Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such related Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans in the related Loan Group or Loan Groups as of the Cut-off Date as follows: Class I-M-1: 6.25% Class I-B-1: 1.30% Class I-M-2: 3.15% Class I-B-2: 0.80% Class I-M-3: 2.10% Class I-B-3: 0.40% Class II-M-1: 3.50% Class II-B-1: 0.50% Class II-M-2: 1.15% Class II-B-2: 0.30% Class II-M-3: 0.75% Class II-B-3: 0.15% Interest Accrual Period: With respect to any Class of Certificates (other than the Adjustable Rate Certificates) and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. With respect to the Adjustable Rate Certificates and any Distribution Date, the period beginning on the 25th day of the month preceding the month in which such Distribution Date occurs and ending on the 24th day of the month in which such Distribution Date occurs. Interest Only Certificates: Any one of the Class I-A-3, Class I-A-7, Class I-A-11, Class I-A-15 and Class I-A-18, Class I-A-V Certificates and Class II-A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Inverse Floater: Any of the Class I-A-3, Class I-A-6, Class I-A-11, Class I-A-15 and Class I-A-18 Certificates. Jump Scheduled Balance: With respect to the Class I-A-12 and any Distribution Date, the amount set forth in table entitled "Jump Scheduled Balance" in Exhibit Six opposite such date. LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate quotations for one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with Section 1.03. LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed. Loan Group: Any of Loan Group I, Loan Group II or Loan Group III. 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. Loan Group III: The group of Mortgage Loans comprised of the Group III Loans. Lockout Certificates: The Class A-4 Certificates and Class A-16 Certificates. Lockout Percentage: For any Distribution Date occurring prior to the Distribution Date in March 2011, 0%. For any Distribution Date occurring thereafter, as follows: 30% for any Distribution Date on or after March 2011 and prior to March 2012; 40% for any Distribution Date on or after March 2012 and prior to March 2013; 60% for any Distribution Date on or after March 2013 and prior to March 2014; 80% for any Distribution Date on or after March 2014 and prior to March 2015; and 100% for any Distribution Date thereafter. Lower Priority: As of any date of determination and any Class of Subordinate Certificates, any other Class of related Subordinate Certificates then outstanding with a later priority for payments pursuant to Section 4.02 (a). Lowest Priority: As of any date of determination, the Class of related Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the latest priority for payments pursuant to Section 4.02(a), in the following order: (a) for the Subordinate Certificates related to Loan Group I, Class I-B-3, Class I-B-2, Class I-B-1, Class I-M-3, Class I-M-2 and Class I-M-1 Certificates and (b) for the Subordinate Certificates related to Loan Group II and Loan Group III, Class II-B-3, Class II-B-2, Class II-B-1, Class II-M-3, Class II-M-2 and Class II-M-1 Certificates . Maturity Date: With respect to Certificates in the Certificate Group related to Loan Group I, February 25, 2036, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan in Loan Group I. With respect to Certificates in the Certificate Group related to Loan Group II and Loan Group III combined, February 25, 2021, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan in Loan Group II and Loan Group III. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One-I (with respect to Loan Group I), Exhibit One-II (with respect to Loan Group II) and Exhibit One-III (with respect to Loan Group III) (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. Notional Amount: As of any Distribution Date, (i) with respect to the Class I-A-3 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-2 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-3 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Y; (ii) with respect to the Class I-A-7 Certificates, an amount equal to (0.500/6.00)% multiplied by the aggregate Certificate Principal Balance of the Class I-A-1, Class I-A-2, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-9, Class I-A-10, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-16 and Class I-A-17 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 Y; (iii) with respect to the I-A-11 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-10 and Class I-A-17 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-11 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Y; (iv) with respect to the I-A-15 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-4 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-15 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Y; (v) with respect to the I-A-18 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-17 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-18 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC I Regular Interest Y; and (i) with respect to any Class I-A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Group I Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass immediately prior to such date; and (ii) with respect to any Class II-A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Group II Loans and Group III Loans corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Class or Subclass immediately prior to such date. Pass-Through Rate: With respect to the Senior Certificates (other than the Adjustable Rate Certificates, Class A-V Certificates and Class A-P Certificates), Class M Certificates and Class B Certificates and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. o With respect to the Class I-A-2 Certificates and the initial Interest Accrual Period, 5.07% 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 the Available Funds Cap and a minimum rate of 0.50% per annum. o With respect to the Class I-A-3 Certificates and the initial Interest Accrual Period, 0.43% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.00% minus LIBOR, with a maximum rate of 5.00% per annum and a minimum rate of 0.00% per annum. o With respect to the Class I-A-5 Certificates and the initial Interest Accrual Period, 5.57% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 1.00%, with a maximum rate of 7.00% per annum and a minimum rate of 1.00% per annum. o With respect to the Class I-A-6 Certificates and the initial Interest Accrual Period, 5.24333% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 22.0 - (3.66666667 multiplied by LIBOR), with a maximum rate of 22.0% per annum and a minimum rate of 0.00% per annum. o With respect to the Class I-A-10 Certificates and the initial Interest Accrual Period, 5.07% 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 the Available Funds Cap and a minimum rate of 0.50% per annum. o With respect to the Class I-A-11 Certificates and the initial Interest Accrual Period, 0.43% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.00% minus LIBOR, with a maximum rate of 5.00% per annum and a minimum rate of 0.00% per annum. o With respect to the Class I-A-14 Certificates and the initial Interest Accrual Period, 5.27% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.70%, with a maximum rate of the Available Funds Cap and a minimum rate of 0.70% per annum. o With respect to the Class I-A-15 Certificates and the initial Interest Accrual Period, 0.23% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 4.80% minus LIBOR, with a maximum rate of 4.80% per annum and a minimum rate of 0.00% per annum. o With respect to the Class I-A-17 Certificates and the initial Interest Accrual Period, 5.05% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.48%, with a maximum rate of 5.50% per annum and a minimum rate of 0.48% per annum. o With respect to the Class I-A-18 Certificates and the initial Interest Accrual Period, 0.02% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.02% minus LIBOR, with a maximum rate of 0.02% per annum and a minimum rate of 0.00% per annum. With respect to each Class of Class A-V Certificates (other than any Subclass thereof) and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans in the related Loan Group or Loan Groups as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or, with respect to the initial Distribution Date, at the close of business on the Cut-off Date). With respect to the Class I-A-V Certificates and the Class II-A-V Certificates and the initial Distribution Date the Pass-Through Rate is equal to 0.5849% and 0.3676% per annum, respectively. With respect to any Subclass of Class A-V Certificates and any Distribution Date, a rate equal to the weighted average, expressed as a percentage, of the Pool Strip Rates of all Mortgage Loans in the related Loan Group or Loan Groups corresponding to the Uncertificated Class A-V REMIC Regular Interests represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Class A-P Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate for such Loan Group (but not less than 0.00%) per annum. Planned Principal Balance: With respect to any Distribution Date, the amount set forth in Schedule I of the table entitled "Planned Principal Balances and Targeted Principal Balances" in Exhibit Five opposite such date. 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 constant prepayment rate of 10.0% per annum of the then outstanding principal balance of the related Mortgage Loans in the first month of the life of such Mortgage Loans and an additional approximately 1.272727% per annum in each month thereafter until the twelfth month, and beginning in the twelfth month and in each month thereafter during the life of the related Mortgage Loans, a constant prepayment rate of 24.0% per annum. Prepayment Distribution Percentage: With respect to any Distribution Date and each Class of Subordinate Certificates in the Certificate Group for Loan Group I and Loan Group II and Loan Group III combined, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in March 2011 (unless the Certificate Principal Balances of the related Senior Certificates (other than the related Class A-P Certificates), have been reduced to zero), 0%. (ii) For any Distribution Date not discussed in clause (i) above on which any Class of related Subordinate Certificates are outstanding: (a) in the case of the Class of related Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of related Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of related Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of related Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of related Subordinate Certificates (other than the Class I-M-1 Certificates and the Class II-M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of related Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO Properties) in the related Loan Group or Loan Groups immediately prior to such Distribution Date is greater than or equal to the sum of the Initial Subordinate Class Percentages of such Class and each Class of related Subordinate Certificates with a Lower Priority. Principal Only Certificates: Any one of the Class I-A-P Certificates and Class II-A-P Certificates. Record Date: With respect to each Distribution Date and each Class of Certificates (other than the Adjustable Rate Certificates for so long as the Adjustable Rate Certificates are in book-entry form), the close of business on the last Business Day of the month preceding the month in which the related Distribution Date occurs. With respect to each Distribution Date and the Adjustable Rate Certificates (so long as they are Book-Entry Certificates), the close of business on the Business Day prior to such Distribution Date Related Classes: As to any Uncertificated REMIC I Regular Interest, those classes of Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC I Regular Interest in the definition of Uncertificated REMIC I Regular Interest. As to any Uncertificated REMIC II Regular Interest, those classes of Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC II Regular Interest in the definition of Uncertificated REMIC II Regular Interest. As to any Uncertificated REMIC II Regular Interest, those classes of Certificates identified as "Related Classes of Certificates" to such Uncertificated REMIC II Regular Interest in the definition of Uncertificated REMIC II Regular Interest. REMIC I: The segregated pool of assets (exclusive of the Yield Maintenance Agreements, which are not assets of any REMIC), with respect to which a REMIC election is to be made, consisting of: (i) the Group I Loans and the related Mortgage Files, (ii) all payments and collections in respect of the Group I Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from the liquidation of Additional Collateral for any Additional Collateral Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property which secured a Group I Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, in each case related to Group I Loans, and (v) all proceeds of clauses (i) through (iv) above. REMIC I Certificates: The Class R-I Certificates. REMIC II: The segregated pool of assets, with respect to which a REMIC election is to be made, consisting of: (i) the Group II Loans and the Group III Loans and the related Mortgage Files, (ii) all payments and collections in respect of the Group II Loans and the Group III 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 Group II Loan or Group III Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, in each case related to Group II Loans or Group III Loans, and (v) all proceeds of clauses (i) through (iv) above. REMIC II Certificates: The Class R-II Certificates. REMIC III: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests conveyed in trust to the Trustee for the benefit of the holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) pursuant to Section 2.06, with respect to which a separate REMIC election is to be made. REMIC III Certificates: Any Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). Senior Accelerated Distribution Percentage: With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and Loan Group I, 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 shall not occur as of any Distribution Date unless either: (a)(1)(X) the outstanding principal balance of the Mortgage Loans in the related Loan Group delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the related Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Mortgage Loans in the related Loan Group delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans in the related Loan Group averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in the related Loan Group to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the related Subordinate Certificates; or (b)(1) the outstanding principal balance of Mortgage Loans in the related Loan Group delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans in the related Loan Group averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans in the related Loan Group to date for such Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the related Subordinate Certificates; and (ii) that for any Distribution Date on which the related Senior Percentage is greater than the related Senior Percentage as of the Closing Date, the related Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Senior Certificates related to Loan Group I (other than the related Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. With respect to any Distribution Date occurring on or prior to the 60th Distribution Date and Loan Group II and Loan Group III, 100%. With respect to any Distribution Date thereafter and Loan Group II and Loan Group III as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the related Senior Percentage for such Distribution Date plus 70% of the related Subordinate Percentage for such Distribution Date; (ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th Distribution Date, the related Senior Percentage for such Distribution Date plus 60% of the related Subordinate Percentage for such Distribution Date; (iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th Distribution Date, the related Senior Percentage for such Distribution Date plus 40% of the related Subordinate Percentage for such Distribution Date; (iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above shall not occur as of any Distribution Date unless either: (a)(1)(X) the outstanding principal balance of the Mortgage Loans in Loan Group II and Loan Group III delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the related Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Mortgage Loans in Loan Group II and Loan Group III 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 Loan Group II and Loan Group III averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in Loan Group II and Loan Group III to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the related Subordinate Certificates; or (b)(1) the outstanding principal balance of Mortgage Loans in Loan Group II and Loan Group III 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 Loan Group II and Loan Group III averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans in Loan Group II and Loan Group III to date for such Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the related Subordinate Certificates; and (ii) that for any Distribution Date on which the weighted average of the Senior Percentages for Loan Group II and Loan Group III, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group excluding the Discount Fraction of the Discount Mortgage Loans exceeds the weighted average of the initial Senior Percentages, calculated on that basis, each of the Senior Accelerated Distribution Percentages for Loan Group II and Loan Group III for that Distribution Date will once again equal 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Senior Certificates related to Loan Group II or Loan Group III (other than the related Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: Any one of the Group I Senior Certificates, Group II Senior Certificates, Group III Senior Certificates, Class II-A-V Certificates or Class II-A-P 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, including, with respect to the Certificate Group relating to Loan Group I, the Accrual Distribution Amount. Senior Percentage: The Class I-A Percentage, Class II-A Percentage or Class III-A Percentage, as applicable. Senior Principal Distribution Amount: With respect to any Distribution Date and Loan Group the lesser of (a) the balance of the related Available Distribution Amount remaining after the distribution of all amounts required to be distributed therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding any amount distributable pursuant to clause (E) of the definition of "Class A-P Principal Distribution Amount"), and (b) the sum of the amounts required to be distributed to the Senior Certificateholders of the related Certificate Group, other than the Class I-A-P Certificates, on such Distribution Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii). Senior Support Certificates: Any of the Class I-A-16 Certificates. Subordinate Certificate: With respect to Loan Group I, any one of the Class I-M Certificates or Class I-B-1, Class I-B-2 and Class I-B-3 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. With respect to Loan Group II, any one of the Class II-M Certificates or Class II-B-1, Class II-B-2 and Class II-B-3 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans in the related Loan Group or Loan Groups (or related REO Properties) (other than the related Discount Fraction of each related Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: With respect to any Loan Group, as of any date of determination a percentage equal to 100% minus the related Senior Percentage as of that date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each Class of related Subordinate Certificates, (a) the sum of the following: (i) such Class's pro rata share, based on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date for the related Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(Y)(A) to the extent not payable to the related Senior Certificates; (ii) such Class's pro rata share, based on the Certificate Principal Balance of each Class of related Subordinate Certificates then outstanding, of the principal collections described in Section 4.02(a)(ii)(Y)(B)(b) for the related Loan Group (without giving effect to the related Senior Accelerated Distribution Percentages) to the extent such collections are not otherwise distributed to the related Senior Certificates; (iii) the product of (x) the related Prepayment Distribution Percentage and (y) the aggregate of all Principal Prepayments in Full received in the related Prepayment Period and Curtailments received in the preceding calendar month for the related Loan Group (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments with respect to a related Discount Mortgage Loan) to the extent not payable to the related Senior Certificates; (iv) if such Class is the Class of related Subordinate Certificates with the Highest Priority, any related Excess Subordinate Principal Amount for the related Loan Group for such Distribution Date not paid to the related Senior Certificates; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of related Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (ii) the related Capitalization Reimbursement Amount for such Loan Group and Distribution Date, other than the related Discount Fraction of any portion of that amount related to each related Discount Mortgage Loan in the related Loan Group, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of related Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates in the related Certificate Group (other than the Class A-P Certificates), without giving effect to any reductions for the Capitalization Reimbursement Amount. Super Senior Certificates: Any of the Class I-A-4 Certificates. Targeted Principal Balance: With respect to any Distribution Date, the amount set forth in Schedule II of the table entitled "Planned Principal Balances and Targeted Principal Balances" in Exhibit Five opposite such date. Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC I Regular Interest, (ii) as to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular Interest Z1, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the Class I-A-V Certificates, (iii) as to each Uncertificated REMIC II Regular Interest other than each Uncertificated REMIC II Regular Interest Z, an amount equal to the aggregate amount of Accrued Certificate Interest that would result under the terms of the definition thereof on the Related Classes of Certificates (excluding any Interest Only Certificates) if the Pass-Through Rate on such Classes were equal to the Uncertificated Pass-Through Rate on such Uncertificated REMIC II Regular Interest and (iv) as to each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such Interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the Class II-A-V Certificates. Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC I Regular Interests. With respect to each Uncertificated REMIC I Regular Interest Z and each Uncertificated REMIC III Regular Interest Z1, the Pool Strip Rate for the related Mortgage Loan. With respect to each of the Uncertificated REMIC II Regular Interests, other than the Uncertificated REMIC II Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC II Regular Interests. With respect to each Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z2, the Pool Strip Rate for the related Mortgage Loan. Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. With respect to each Uncertificated REMIC II Regular Interest, as defined in the definition of Uncertificated REMIC II Regular Interest. Uncertificated REMIC I Regular Interests: The Uncertificated REMIC I Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC I, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC I Regular Interest identified in the table below shall be the amount identified as the Initial Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest pursuant to Section 10.04(d), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC I Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC I Regular Interest identified in the table below shall be the per annum rate set forth in the Pass-Through Rate column of such table. 3. The Uncertificated REMIC I 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 - ---------------------------- ----------------------------------------- ---------------------- ------------------------ - ---------------------------- ----------------------------------------- ---------------------- ------------------------ X Class I-A-P 0.00% $3,239,836.00 - ---------------------------- ----------------------------------------- ---------------------- ------------------------ - ---------------------------- ----------------------------------------- ---------------------- ------------------------ Y Class I-A-1, Class I-A-2, Class I-A-3, 6.00% $746,990,842.48 Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3 - ---------------------------- ----------------------------------------- ---------------------- ------------------------ Uncertificated REMIC II Regular Interests: The Uncertificated REMIC II Regular Interests Z together with the interests identified in the table below, each representing an undivided beneficial ownership interest in REMIC II, and having the following characteristics: 1. The principal balance from time to time of each Uncertificated REMIC II Regular Interest identified in the table below shall be the amount identified as the Initial Principal Balance thereof in such table, minus the sum of (x) the aggregate of all amounts previously deemed distributed with respect to such interest and applied to reduce the Uncertificated Principal Balance thereof pursuant to Section 10.04(a)(ii) and (y) the aggregate of all reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses that were previously deemed allocated to the Uncertificated Principal Balance of such Uncertificated REMIC II Regular Interest pursuant to Section 10.04(d), which equals the aggregate principal balance of the Classes of Certificates identified as related to such Uncertificated REMIC II Regular Interest in such table. 2. The Uncertificated Pass-Through Rate for each Uncertificated REMIC II Regular Interest identified in the table below shall be the per annum rate set forth in the Pass-Through Rate column of such table. 3. The Uncertificated REMIC II 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 10.04(a). - ---------------------------- ----------------------------------------- ---------------------- ------------------------ Uncertificated REMIC II Related Classes of Certificates Pass-Through Rate Initial Principal Regular Interest Balance - ---------------------------- ----------------------------------------- ---------------------- ------------------------ - ---------------------------- ----------------------------------------- ---------------------- ------------------------ X Class II-A-P 0.00% $1,618,238.00 - ---------------------------- ----------------------------------------- ---------------------- ------------------------ - ---------------------------- ----------------------------------------- ---------------------- ------------------------ Y Class II-A-1, Class II-A-2, Class 5.50% $129,830,664.00 III-A-1, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2, Class II-B-3, Class R-III - ---------------------------- ----------------------------------------- ---------------------- ------------------------ Uncertificated REMIC I Regular Interests Z: Each of the 3,457 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 3,457, 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 779 uncertificated partial undivided beneficial ownership interests in the Trust Fund, numbered sequentially from 1 to 779, each relating to the particular Mortgage Loan identified by such sequential number on the Mortgage Loan Schedule, each having no principal balance, and each bearing interest at the respective Pool Strip Rate on the Stated Principal Balance of the related Mortgage Loan. Uncertificated REMIC II Regular Interests Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). Uncertificated REMIC II Regular Interest Distribution Amounts: With respect to each Uncertificated REMIC II Regular Interest, other than the Uncertificated REMIC II Regular Interests Z, the amount specified as the Uncertificated REMIC II Regular Interest Distribution Amount with respect thereto in the definition of Uncertificated REMIC II Regular Interests. With respect to the Uncertificated REMIC II Regular Interests Z, the Uncertificated REMIC II Regular Interests Z Distribution Amount. Uncertificated REMIC III Regular Interests Z1: Each of the 632 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 632 each relating to the identically numbered Uncertificated REMIC I Regular Interests Z, each having no principal balance and bearing interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the identically numbered Uncertificated REMIC I Regular Interests Z, comprising such Uncertificated REMIC III Regular Interests Z1's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC III Regular Interests Z2: Each of the 1412 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 1412 each relating to the identically numbered Uncertificated REMIC II Regular Interests Z, each having no principal balance and bearing interest at a rate equal to the related Pool Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the identically numbered Uncertificated REMIC II Regular Interests Z, comprising such Uncertificated REMIC III Regular Interests Z2's pro rata share of the amount distributed pursuant to Section 10.04(a). Uncertificated REMIC III Regular Interests Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC I Regular Interests Z and Uncertificated REMIC II Regular Interests Z for such Distribution Date pursuant to Section 10.04(a). 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(m) 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., J.P. Morgan Securities Inc. and Residential Funding Securities Corporation. Yield Maintenance Agreement: Each of the Class I-A-2 Yield Maintenance Agreement, Class I-A-10 Yield Maintenance Agreement, Class I-A-14 Yield Maintenance Agreement and Class I-A-17 Yield Maintenance Agreement Yield Maintenance Agreement Provider: The Bank of New York or Bear Stearns Financial Products Inc., as applicable, and its successors and assigns or any party to any replacement, substitute, collateral or other arrangement in lieu thereof. Yield Maintenance Payment: For any Distribution Date, the payment, if any, due under the applicable Yield Maintenance Agreement in respect of such Distribution Date. 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. Section 1.03. Determination of LIBOR. LIBOR applicable to the calculation of the Pass-Through Rates on the Adjustable Rate Certificates for any Interest Accrual Period (other than the initial Interest Accrual Period) will be determined as described below: On each Distribution Date, LIBOR shall be established by the Trustee and, as to any Interest Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 a.m., London time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period ("LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the display designated as page 3750 on the Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the day that is one LIBOR Business Day prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Adjustable Rate Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date, or, in the case of the first LIBOR Rate Adjustment Date, 4.57% per annum; provided, however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous Distribution Date for the third consecutive Distribution Date, the Trustee shall, after consultation with the Master Servicer, select an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party. "LIBOR Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required or authorized by law to be closed. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Master Servicer's subsequent calculation of the Pass-Through Rates applicable to each of the Adjustable Rate Certificates for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee will supply to any Certificateholder so requesting by telephone by calling ###-###-#### the Pass-Through Rates on each of the Adjustable Rate Certificates for the current and the immediately preceding Interest Accrual Period. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) (See Section 2.01(a) of the Standard Terms). (b) (See Section 2.01(b) of the Standard Terms). (c) (See Section 2.01(b) of the Standard Terms). (d) (See Section 2.01(d) of the Standard Terms). (e) (See Section 2.01(e) of the Standard Terms). (f) (See Section 2.01(f) of the Standard Terms). (g) (See Section 2.01(g) of the Standard Terms). (h) (See Section 2.01(h) of the Standard Terms). (i) In connection with such assignment, and contemporaneously with the delivery of this Agreement, the Company delivered or caused to be delivered hereunder to the Trustee, the Yield Maintenance Agreements (the delivery of which shall evidence that the fixed payment for each of the Yield Maintenance Agreements has been paid and the Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has been authorized hereby). Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms) Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company. (a) For representations, warranties and covenants of the Master Servicer, see Section 2.03(a) of the Standard Terms. (b) The Company hereby represents and warrants to the Trustee for the benefit of Certificateholders that as of the Closing Date (or, if otherwise specified below, as of the date so specified): (i) No Mortgage Loan is 30 or more days Delinquent in payment of principal and interest as of the Cut-off Date and no Mortgage Loan has been so Delinquent more than once in the 12-month period prior to the Cut-off Date; (ii) The information set forth in Exhibit One hereto with respect to each Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct in all material respects at the date or dates respecting which such information is furnished; (iii) The Mortgage Loans are fully-amortizing (subject to interest only periods, if applicable), fixed-rate mortgage loans with level Monthly Payments due, with respect to a majority of the Mortgage Loans, on the first day of each month and terms to maturity at origination or modification of not more than 30 years, in the case of Group I Loans, and 15 years, in the case of Group II Loans and Group III Loans; (iv) To the best of the Company's knowledge, except in the case of one loan representing 0.1% of the Group I Loans, if a Group I Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 25% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 12% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 6% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%; and , if a Group II Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 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 0.4% 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 in California, and no more than 0.1% 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 1.2% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area in Florida, and no more than 0.9% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date are secured by Mortgaged Properties located in any one zip code area outside Florida; no more than 3.6% of the Group III 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 Missouri, and no more than 2.9% of the Group III 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 Missouri; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) Approximately 41.72% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 15.67% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and approximately 18.10% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no income/no asset program; approximately 39.90% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 11.80% 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 19.51% of the Group II Loans were underwritten under a no income/no asset program; and approximately 53.49% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, approximately 18.85% 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 5.16% of the Group II Loans were underwritten under a no income/no asset program; (x) Except with respect to approximately 21.47% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date, approximately 18.70% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date and 100.00% of the Group III Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied; (xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) Approximately 0.1% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date are Cooperative Loans; with respect to a Mortgage Loan that is a Cooperative Loan, the Cooperative Stock that is pledged as security for the Mortgage Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code); (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note; (xviii) None of the Mortgage Loans has been made to an International Borrower, and no such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank; (xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xx) None of the Mortgage Loans is an Additional Collateral Loan and none of the Mortgage Loans is a Pledged Asset Loan. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective Mortgage Files to the Trustee or any Custodian. Upon discovery by any of the Company, the Master Servicer, the Trustee or any Custodian of a breach of any of the representations and warranties set forth in this Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (any Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and warranty set forth in Section 2.03(b)(xii), the party discovering such breach shall give such notice within five days of discovery. Within 90 days of its discovery or its receipt of notice of breach, the Company shall either (i) cure such breach in all material respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02; provided that the Company shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the Company under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood and agreed that the obligation of the Company to cure such breach or to so purchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on behalf of the Certificateholders. Section 2.04 Representations and Warranties of Sellers.(See Section 2.04 of the Standard Terms) Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I and REMIC II. The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund and/or the applicable REMIC, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company, has executed and caused to be authenticated and delivered to or upon the order of the Company (i) the Class R-I Certificates in authorized denominations which together with the Uncertificated REMIC I Regular Interests, evidence the beneficial interest in REMIC I and (ii) the Class R-II Certificates in authorized denominations which together with the Uncertificated REMIC II Regular Interests, evidence the beneficial interest in REMIC II. Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests and REMIC II Regular Interests; Acceptance by the Trustee. The Company, as of the Closing Date, and concurrently with the execution and delivery hereof, does hereby assign without recourse all the right, title and interest of the Company in and to the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests to the Trustee for the benefit of the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). The Trustee acknowledges receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of all present and future Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates). The rights of the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) to receive distributions from the proceeds of REMIC III in respect of such Classes, and all ownership interests of the Holders of such Classes in such distributions, shall be as set forth in this Agreement. Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III. The Trustee acknowledges the assignment to it of the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Company executed by an officer of the Company, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Company, all Classes of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) in authorized denominations, which evidence the beneficial interest in the entire REMIC III. Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms). Section 2.09. Agreement Regarding Ability to Disclose. The Company, the Master Servicer and the Trustee hereby agree, notwithstanding any other express or implied agreement to the contrary, that any and all Persons, and any of their respective employees, representatives, and other agents may disclose, immediately upon commencement of discussions, to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of them relating to such tax treatment and tax structure. For purposes of this paragraph, the terms "tax treatment" and "tax structure" are defined under Treasury Regulation ss. 1.6011-4(c). ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS (See Article III 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), (e) and (k) below), in each case to the extent of the related Available Distribution Amount remaining: (i) (X) from the Available Distribution Amount (other than the Aggregate Accrual Distribution Amount) related to the Loan Group I together with the Yield Maintenance Payments which shall be applied in accordance with Sections 4.02(h) and 4.09), to the holders of the Group I Senior Certificates (other than the Class I-A-P Certificates) Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class I-A-V Certificates) for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date except as provided in the last paragraph of this Section 4.02(a); (Y) from the Available Distribution Amount related to Loan Group II , to the holders of the Group II Senior Certificates 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); (Z) from the Available Distribution Amount related to each of Loan Group II and Loan Group III, on a parity with the distributions in Sections 4.02(a)(i)(Y) and 4.02 (a)(i)(AA), to the holders of the Class II-A-V Certificates Accrued Certificate Interest on such Class 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 (AA) from the Available Distribution Amount related to the Loan Group III, to the holders of the Group III Senior Certificates Accrued Certificate Interest on such Class 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); (ii) (X) to the Class I-A-P Certificates from the Available Distribution Amounts from Loan Group I and to the Class II-A-P Certificates, from the Available Distribution Amounts for Loan Group II and Loan Group III, the Class A-P Principal Distribution Amount for the related Loan Group or Loan Groups (applied to reduce the Certificate Principal Balance of the related Class A-P Certificates); and (Y) to the Senior Certificates (other than the Class A-P Certificates and the Class A-V Certificates) of each Certificate Group, from the Available Distribution Amount for the related Loan Group in the priorities and amounts set forth in Section 4.02(b) and (c), the sum of the following (applied to reduce the Certificate Principal Balances of such Senior Certificates, as applicable): (A) the related Senior Percentage for such Distribution Date and Loan Group, as applicable, times the sum of the following: (1) the principal portion of each Monthly Payment due during the related Due Period on each Outstanding Mortgage Loan in the related Loan Group (other than the related Discount Fraction of the principal portion of such payment with respect to a Discount Mortgage Loan, if any), whether or not received on or prior to the related Determination Date; (2) the Stated Principal Balance of any Mortgage Loan in the related Loan Group repurchased during the preceding calendar month (or deemed to have been so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan in such Loan Group pursuant to Section 2.03 or 2.04 during the preceding calendar month (other than the related Discount Fraction of such Stated Principal Balance or shortfall with respect to each Discount Mortgage Loan, if any); and (3) the principal portion of all other unscheduled collections (other than Principal Prepayments in Full and Curtailments and amounts received in connection with a Cash Liquidation or REO Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(Y)(B) of this Series Supplement, including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) with respect to the related Loan Group, including Subsequent Recoveries, received during the preceding calendar month (or deemed to have been so received in accordance with Section 3.07(b)) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (other than the related Discount Fraction of the principal portion of such unscheduled collections, with respect to each Discount Mortgage Loan, if any, in the related Loan Group); (B) with respect to each Mortgage Loan in the related Loan Group for which a Cash Liquidation or a REO Disposition occurred during the preceding calendar month (or was deemed to have occurred during such period in accordance with Section 3.07(b) of the Standard Terms) an amount equal to the lesser of (a) the related Senior Percentage for such Distribution Date times the Stated Principal Balance of such Mortgage Loan (other than the related Discount Fraction of such Stated Principal Balance, with respect to each Discount Mortgage Loan) and (b) the related Senior Accelerated Distribution Percentage for such Distribution Date times the related unscheduled collections (including without limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the extent applied by the Master Servicer as recoveries of principal of the related Mortgage Loan pursuant to Section 3.14 of the Standard Terms (in each case other than the portion of such unscheduled collections, with respect to a Discount Mortgage Loan, included in clause (C) of the definition of Class A-P Principal Distribution Amount);. (C) the related Senior Accelerated Distribution Percentage for such Distribution Date times the aggregate of all Principal Prepayments in Full with respect to the related Loan Group received in the related Prepayment Period and Curtailments with respect to the related Loan Group received in the preceding calendar month (other than the related Discount Fraction of such Principal Prepayments in Full and Curtailments, with respect to each Discount Mortgage Loan in the related Loan Group); (D) any portion of the Excess Subordinate Principal Amount for such Distribution Date allocated with respect to such Loan Group; and (E) amounts allocated to the related Certificate Group, as applicable, pursuant to Section 4.02(m); 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 related Class A-P Certificates, payable from the Available Distribution Amount for the related Loan Group without giving effect to any reductions for the Capitalization Reimbursement Amount; (iii) if the Certificate Principal Balances of the Subordinate Certificates relating to a Loan Group have not been reduced to zero, to the Master Servicer or a Subservicer, by remitting for deposit to the Custodial Account, to the extent of and in reimbursement for any Advances or Subservicer Advances previously made with respect to any related Mortgage Loan or REO Property which remain unreimbursed in whole or in part following the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property; (iv) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable; (vi) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a) (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable; (viii) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable; (x) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable; (xii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable; (xiv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, an amount equal to (x) the related Subordinate Principal Distribution Amount for such Class of Certificates for each related Loan Group for such Distribution Date minus (y) the amount of any related Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable; (xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts for the related Loan Group remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of related Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Distribution Amounts remaining after the related Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of related Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R-III Certificates, the balance, if any, of the Available Distribution Amounts for all Loan Groups. Notwithstanding the foregoing, on any Distribution Date, with respect to the Class of related Subordinate Certificates outstanding on such Distribution Date with the Lowest Priority, or in the event the related Subordinate Certificates are no longer outstanding, the related Senior Certificates, Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date will be distributable only to the extent that (1) a shortfall in the amounts available to pay Accrued Certificate Interest on any Class of Certificates results from an interest rate reduction in connection with a Servicing Modification, or (2) such unpaid Accrued Certificate Interest was attributable to interest shortfalls relating to the failure of the Master Servicer to make any required Advance, or the determination by the Master Servicer that any proposed Advance would be a Nonrecoverable Advance with respect to the related Mortgage Loan where such Mortgage Loan has not yet been the subject of a Cash Liquidation or REO Disposition or the related Liquidation Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed to the Certificateholders. (b) For the Group I Senior Certificates, prior to the occurrence of the Credit Support Depletion Date: (i) the Class A-P Principal Distribution Amount for Loan Group I shall be distributed to the Class I-A-P Certificates until the Certificate Principal Balance thereof has been reduced to zero; (ii) an amount equal to the Class I-A-13 Accrual Distribution Amount shall be distributed to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates in the following manner: (A) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is less than or equal to the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order an priority: (a) first, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (b) second, to the Class I-A-10, Class I-A-14, Class I-A-17 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; (B) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is greater than the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order an priority: (a) first, to the Class I-A-10, Class I-A-14, Class I-A-17 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 (b) second, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iii) an amount equal to the Class I-A-12 Accrual Distribution Amount shall be distributed to the Class I-A-10, Class I-A-14 and Class I-A-17 Certificates in the following manner and priority; (A) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date, after giving effect to the application of the Class I-A-13 Accrual Distribution Amount, is less than or equal to the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: (a) first, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (b) second, to the Class I-A-10, Class I-A-14, Class I-A-17 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; (B) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date, after giving effect to the application of the Class I-A-13 Accrual Distribution Amount, is greater than the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: (a) first, to the Class I-A-10, Class I-A-14, Class I-A-17 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 (b) second, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; (iv) the Senior Principal Distribution Amount for Loan Group I shall be distributed in the following manner and priority: (A) first, to the Class R-I Certificates, until the Certificate Principal Balance thereof has been reduced to zero (B) second, the balance of the Senior Principal Distribution Amount remaining after the distributions, if any, described in clauses (b)(iv)(A) above shall be distributed concurrently as follows: (a) 94 ###-###-####% of such amount shall be distributed as follows: (1) 77.2761702772% of such amount shall be distributed in the following manner and priority: a. first, to the Class I-A-10, Class I-A-14, Class I-A-17, Class I-A-12 and Class I-A-13 Certificates an amount up to $1,000 after giving effect to the application of the Class I-A-12 Accrual Distribution Amount and Class I-A-13 Accrual Distribution Amount, in the following manner and priority: 1) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is less than or equal to the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: a) first, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and b) second, to the Class I-A-10, Class I-A-14, Class I-A-17 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; 2) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is greater than the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: a) first, to the Class I-A-10, Class I-A-14, Class I-A-17 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 b) second, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; 3) to the Class I-A-13 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and b. second, to the Class I-A-9 Certificates, an amount up to $1,836,360 until the Certificate Principal Balance thereof has been reduced to zero; c. third, to the Class I-A-10, Class I-A-14, Class I-A-17, Class I-A-12 Certificates in the following manner and priority: 1) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is less than or equal to the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: a) first, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and b) second, to the Class I-A-10, Class I-A-14, Class I-A-17 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; 2) if the principal balance of the Mortgage Loans in Loan Group I for that Distribution Date is greater than the Jump Scheduled Balance for that Distribution Date, then such amount shall be distributed in the following order and priority: a) first, to the Class I-A-10, Class I-A-14, Class I-A-17 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 b) second, to the Class I-A-12 Certificates until the Certificate Principal Balance thereof has been reduced to zero; d. fourth, to the Class I-A-13 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and e. fifth, to the Class I-A-9 Certificates until the Certificate Principal Balance thereof has been reduced to zero; and (2) 22 ###-###-####% of such amount shall be distributed in the following manner and priority: a. first, to the Lockout Certificates, until the Certificate Principal Balance of the Lockout Certificates has been reduced to zero, an amount equal to the Lockout Percentage of the Lockout Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Certificate Principal Balance of all classes of Certificates in the Certificate Group relating to Loan Group I (other than the Class I-A-P Certificates)) 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)(Y) 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)(Y) 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 Lockout Certificates pursuant to this Section 4.02(b)(iv)(B)(a)(2)a. shall be reduced by an amount equal to the Lockout Certificates' pro rata share (based on the Certificate Principal Balance of the Lockout Certificates relative to the aggregate Certificate Principal Balance of the Certificates in the Certificate Group related to Loan Group I(other than the Class I-A-P Certificates)) of such difference; b. second, any remaining amount to the Class I-A-1 Certificates, until the Certificate Principal Balances thereof have been reduced to the Planned Principal Balance for that Distribution Date; c. third, any remaining amount to the Class I-A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to the Targeted Principal Balance for that Distribution Date; d. fourth, to the Class I-A-5 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 e. fifth, any remaining amount to the to the Class I-A-2 Certificates, without regard to the Targeted Principal Balance for that Distribution Date, until the Certificate Principal Balance thereof has been reduced to zero; f. sixth, any remaining amount to the Class I-A-1 Certificates without regard to the Planned Principal Balance for that Distribution Date until the Certificate Principal Balance thereof has been reduced to zero; g. seventh, any remaining amount any remaining amount to the Lockout Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (b) 5 ###-###-####% of such amount shall be distributed to the Class I-A-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) For the Group II Senior Certificates and Class II-A-P Certificates prior to the occurrence of the Credit Support Depletion Date, (i) the Class A-P Principal Distribution Amount for Loan Group II shall be distributed to the Class II-A-P Certificates, until the Certificate Principal Balance of that class has been reduced to zero; and (ii) an amount equal to the Senior Principal Distribution Amount for Loan Group II shall be distributed as follows: (A) first, to the Class R-II Certificates and Class R-III Certificates, on a pro rata basis in accordance with their respective Certificate Principal Balances, until the Certificate Principal Balances of those classes have been reduced to zero; and (B) second, to the Class II-A-1 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. (d) For the Group III Senior Certificates and Class II-A-P Certificates prior to the occurrence of the Credit Support Depletion Date: (i) the Class A-P Principal Distribution Amount for Loan Group III shall be distributed to the Class II-A-P Certificates, until the Certificate Principal Balance of that class has been reduced to zero; and (ii) an amount equal to the Senior Principal Distribution Amount for Loan Group III shall be distributed to the Class III-A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (e) Notwithstanding Section 4.02, Section 4.02(c) and Section 4.02(d), on or after the related Credit Support Depletion Date for Loan Group I or Loan Group II and Loan Group III on a combined basis, the Senior Principal Distribution Amount for the related Loan Group or Loan Groups will be distributed to the remaining Senior Certificates in the related Certificate Group (other than the related Class A-P Certificates and the related Class A-V Certificates) pro rata in accordance with their respective outstanding Certificate Principal Balances. (f) After the reduction of the Certificate Principal Balances of all Classes of Senior Certificates of a Certificate Group (other than the related Class A-P Certificates) to zero but prior to the related Credit Support Depletion Date, such Senior Certificates (other than the related Class A-P Certificates) will be entitled to no further distributions of principal thereon and the applicable Available Distribution Amount will be distributed solely to the holders of the related Class A-P Certificates, the related Class A-V Certificates and the related Subordinate Certificates, in each case as described herein or as otherwise provided in Section 4.02(m). (g) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of related Subordinate Certificates with a Certificate Principal Balance greater than zero with the highest payment priority to which Realized Losses have been allocated, but not by more than the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. The amount of any remaining Subsequent Recoveries will be applied to increase from zero the Certificate Principal Balance of the Class of related Certificates with the next lower payment priority, up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05. Any remaining Subsequent Recoveries will in turn be applied to increase from zero the Certificate Principal Balance of the Class of related Certificates with the next lower payment priority up to the amount of Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.05, and so on. Holders of such Certificates will not be entitled to any payment in respect of Accrued Certificate Interest on the amount of such increases for any Interest Accrual Period preceding the Interest Accrual Period that relates to the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest. (h) On each Distribution Date, the related Yield Maintenance Payment will be distributed to the Class I-A-2, Class I-A-10, Class I-A-14 and Class I-A-17 Certificates, as applicable, as part of the Accrued Certificate Interest thereon. (i) 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. (j) Except as otherwise provided in Section 9.01 of the Standard Terms, if the Master Servicer anticipates that a final distribution with respect to any Class of Certificates will be made on a future Distribution Date, the Master Servicer shall, no later than 40 days prior to such final Distribution Date, notify the Trustee and the Trustee shall, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution, distribute, or cause to be distributed, to each Holder of such Class of Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such Certificateholders as provided in Section 9.01(d). (k) On each Distribution Date preceding the Class I-A-12 Accretion Termination Date, the Accrued Certificate Interest that would otherwise be distributed to the Class I-A-12 Certificates will be added to the Certificate Principal Balance of the Class I-A-12 Certificates and will be distributed to the holders of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates as distributions of principal pursuant to Section 4.02(b)(iii) in reduction of the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates. Any distributions of the Class I-A-12 Accrual Distribution Amount to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates will reduce the Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates by such amount. The amount that is added to the Certificate Principal Balance of the Class I-A-12 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the Accretion Termination Date, the entire Accrued Certificate Interest on the Class I-A-12 Certificates for such date will be payable to the holders of the Class I-A-12 Certificates, as interest, to the extent not required to be paid to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates in order to fully reduce the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates to zero on the Class I-A-12 Accretion Termination Date; provided, however, that if the Accretion Termination Date is the Credit Support Depletion Date, the entire Class I-A-12 Accrual Distribution Amount for such date will be payable as interest to the holders of the Class I-A-12 Certificates. (l) On each Distribution Date preceding the Class I-A-13 Accretion Termination Date, the Accrued Certificate Interest that would otherwise be distributed to the Class I-A-13 Certificates will be added to the Certificate Principal Balance of the Class I-A-13 Certificates and will be distributed to the holders of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates as distributions of principal pursuant to Section 4.02(b)(iii) in reduction of the Certificate Principal Balances of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates. Any distributions of the Class I-A-13 Accrual Distribution Amount to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates will reduce the Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates by such amount. The amount that is added to the Certificate Principal Balance of the Class I-A-13 Certificates will accrue interest at a rate of 5.50% per annum. On each Distribution Date on or after the Accretion Termination Date, the entire Accrued Certificate Interest on the Class I-A-13 Certificates for such date will be payable to the holders of the Class I-A-13 Certificates, as interest, to the extent not required to be paid to the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates in order to fully reduce the aggregate Certificate Principal Balance of the Class I-A-10, Class I-A-12, Class I-A-14 and Class I-A-17 Certificates to zero on the Class I-A-13 Accretion Termination Date; provided, however, that if the Accretion Termination Date is the Credit Support Depletion Date, the entire Class I-A-13 Accrual Distribution Amount for such date will be payable as interest to the holders of the Class I-A-13 Certificates. (m) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date for Loan Group II and Loan Group III that occurs after the reduction of the aggregate Certificate Principal Balance of the Group II Senior Certificates or Group III Senior Certificates to zero, the outstanding Certificates relating to the other of Group II Senior Certificates or Group III 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(c) or 4.02(b) above, as applicable, 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 II and Loan Group III 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 such 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 II-M Certificates and Class II-B Certificates, is less than 50%. (n) For any Undercollateralized Certificate Group relating to Loan Group II or Loan Group III on any Distribution Date prior to the related Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to the Class II-M Certificates and Class II-B Certificates on the Mortgage Loans in the non-related Loan Group II or Loan Group II, as applicable, will be distributed to such Undercollateralized Certificate Group in accordance with the priorities set forth in Section 4.02(c) or 4.02(b) above, as applicable, for the related Senior Principal Distribution Amount, in reduction of the Certificate Principal Balance of such Undercollateralized Certificate Group, until such 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 a rate of 5.50% per annum on the related Undercollateralized Amount will be distributed from that portion of the Available Distribution Amount for the non-related Loan Group that would be otherwise allocable to the Class II-M Certificates and Class II-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. 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 on Mortgage Loans in a Loan Group, shall be allocated to the Certificates in the related Certificate Group as follows: first, to the Class I-B-3 Certificates or the Class II-B-3 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class I-B-2 Certificates or the Class II-B-2 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class I-B-1 Certificates or the Class II-B-1 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class I-M-3 Certificates or the Class II-M-3 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class I-M-2 Certificates or the Class II-M-2 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class I-M-1 Certificates or the Class II-M-1 Certificates, as applicable, until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the related Class A-P Certificates in an amount equal to the related Discount Fraction of the principal portion of the Realized Loss until the Certificate Principal Balance of such Class A-P Certificates has been reduced to zero, and the remainder of such Realized Losses on the Discount Mortgage Loans in the related Loan Group and the entire amount of such Realized Losses on Non-Discount Mortgage Loans in the related Loan Group will be allocated among (i) the Group I Senior (other than the Class I-A-P Certificates) and, in the case of the interest portion of such Realized Loss, the Class I-A-V Certificates (in the case of a Group I Loan) on a pro rata basis, (ii) Group II Senior Certificates and, in the case of the interest portion of such Realized Loss, Class II-A-V on a pro rata basis or (iii) to the Group III Senior Certificates and, in the case of the interest portion of such Realized Loss, the Class II-A-V Certificates (in the case of a Group III Loan) on a pro rata basis, as described below; provided, however, that such Realized Losses otherwise allocable to the Super Senior Certificates will be allocated to the Senior Support Certificates until the Certificate Principal Balance of the Senior Support Certificates has been reduced to zero. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of such Distribution Date (without regard to any Compensating Interest allocated to the Available Distribution Amount of such Loan Group for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates in the Certificate Group related to Loan Group I or Loan Group II and Loan Group III in the aggregate, as applicable, below the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group or Loan Groups. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the related Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms) Section 4.09 Reserve Fund (a) On or before the Closing Date, the Trustee shall establish a Reserve Fund on behalf of the Holders of the Class I-A-2, Class I-A-10, Class I-A-14 and Class I-A-17 Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, U.S. Bank National Association as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS2". The Trustee shall demand payment of all money payable by each Yield Maintenance Agreement Provider under the related Yield Maintenance Agreement. The Trustee shall deposit in the Reserve Fund all payments received by it from each Yield Maintenance Agreement Provider pursuant to the related Yield Maintenance Agreement. On each Distribution Date, the Trustee shall remit amounts received by it from each Yield Maintenance Agreement Provider to the Holders of the Class I-A-2, Class I-A-10, Class I-A-14 and Class I-A-17, as applicable, in the manner provided in Section 4.02(h) as it is directed by the Master Servicer. (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation ss.1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-QS2 REMIC. The Trustee on behalf of the Trust shall be the nominal owner of the Reserve Fund. Deutsche Bank Securities Inc. shall be the beneficial owner of the Reserve Fund, subject to the power of the Trustee to distribute amounts under Section 4.02(h). Amounts in the Reserve Fund shall be held uninvested in a trust account of the Trustee with no liability for interest or other compensation thereon. ARTICLE V THE CERTIFICATES (See Article V of the Standard Terms) ARTICLE VI THE COMPANY AND THE MASTER SERVICER (See Article VI of the Standard Terms) ARTICLE VII DEFAULT (See Article VII of the Standard Terms) ARTICLE VIII CONCERNING THE TRUSTEE (See Article VIII of the Standard Terms) ARTICLE IX TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES Section 9.01 Optional Purchase by the Master Servicer of All Certificates; Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans. (a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forth) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX following the earlier of: (i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Find or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii) the purchase by the Master Servicer of all Group I Loans and all property acquired in respect of any Group I Loan remaining in the Trust Fund and the purchase by the Master Servicer of all Group II Loans and Group III Loans and all property acquired in respect of any Group II Loan and Group III Loan remaining in the Trust Fund, in each case, at a price equal to 100% of the unpaid principal balance of each such Mortgage Loan (or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid principal balance) (net of any unreimbursed Advances attributable to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of the month in which such repurchase price is distributed; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by the Master Servicer, to avoid disqualification of any portion of any REMIC formed under this Series Supplement as a REMIC. The purchase price paid by the Master Servicer shall also include any amounts owed by Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or expense that resulted from a breach of the compliance with laws representation pursuant to Section 4(k) of the Assignment Agreement, that remain unpaid on the date of such purchase. The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Group I Loans, pursuant to clause (ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group I Loans as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of Group I Loans. The right of the Master Servicer to purchase all the assets of the Trust Fund relating to the Group II Loans and the Group III Loans, pursuant to clause (ii) above is conditioned upon the Aggregate Stated Principal Balance of the Group II Loans and Group III Loans as of the Final Distribution Date, prior to giving effect to distributions to be made on such Distribution Date, being less than ten percent of the Cut-off Date Principal Balance of the Group II Loans and Group III Loans. If such right is exercised by the Master Servicer, the Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification required by Section 3.15 and the Trustee and any Custodian shall, promptly following payment of the purchase price, release to the Master Servicer the Mortgage Files pertaining to the Mortgage Loans being purchased. In addition to the foregoing, on any Distribution Date on which the Aggregate Stated Principal Balance of the Group I Loans, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Group I Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates related to Loan Group I, in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, or, with respect to the Class I-A-V Certificates, on their Notional Amount, any previously unpaid Accrued Certificate Interest. On any Distribution Date on which the Aggregate Stated Principal Balance of the Group II Loans and Group III Loans, prior to giving effect to distributions to be made on such Distribution Date, is less than ten percent of the Cut-off Date Principal Balance of the Group II Loans and Group III Loans, the Master Servicer shall have the right, at its option, to purchase the Certificates related to Loan Group II and Loan Group III, in whole, but not in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one month's Accrued Certificate Interest thereon, or, with respect to the Class II-A-V Certificates, on their Notional Amount, any previously unpaid Accrued Certificate Interest. If the Master Servicer exercises this right to purchase the outstanding Certificates, the Master Servicer will promptly terminate the respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX. (b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which the Master Servicer anticipates that the final distribution will be made to Certificateholders (whether as a result of the exercise by the Master Servicer of its right to purchase the assets of the Trust Fund or otherwise). Notice of any termination, specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Master Servicer (if it is exercising its right to purchase the assets of the Trust Fund), or by the Trustee (in any other case) by letter to Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying: (i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon presentation and surrender of Certificates at the office or agency of the Trustee therein designated, (ii) the amount of any such final payment, if know, and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. If the Master Servicer is obligated to give notice to Certificateholders as aforesaid, it shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution Date in immediately available funds an amount equal to the purchase price for the assets of the Trust Fund computed as above provided. The Master Servicer shall provide to the Trustee written notification of any change to the anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder. (c) Upon presentation and surrender of the Certificates by the Certificateholders, the Trustee shall distribute to the Certificateholders (i) the amount otherwise distributable on such Distribution Date, if not in connection with the Master Servicer's election to repurchase, or (ii) if the Master Servicer elected to so repurchase, an amount equal to the outstanding Certificate Principal Balance of the Certificates, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest. (d) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or before the Final Distribution Date, the Trustee shall on such date cause all funds in the Certificate Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate escrow account for the benefit of such Certificateholders, and the Master Servicer (if it exercised its right to purchase the assets of the Trust Fund), or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the escrow account and of contacting Certificateholders shall be paid out of the assets which remain in the escrow account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts until distributed to such holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the escrow account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer for such payment. (e) Upon termination of the Trust Fund pursuant to this Section 9.01, the Trustee on behalf of the Trust Fund shall, under documents prepared by the Master Servicer or Holders of the Class I-A-2, Class I-A-10, Class I-A-14 and Class I-A-17 Certificates, assign without recourse, representation or warranty all the right, title and interest of the Trustee and the Trust Fund in and to each Yield Maintenance Agreement to Deutsche Bank Securities Inc. Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms). Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms). ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01 of the Standard Terms) Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms) Section 10.03 Designation of REMICs. The REMIC Administrator shall make an election to treat the entire segregated pool of assets described in the definition of REMIC I, and subject to this Agreement (including the Group I Loans) as a REMIC ("REMIC I") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets described in the definition of REMIC II, and subject to this Agreement (including the Group II Loans and the Group III Loans) as a REMIC ("REMIC II") for federal income tax purposes. The REMIC Administrator shall make an election to treat the entire segregated pool of assets comprised of the Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests as a REMIC ("REMIC III") for federal income tax purposes. The Uncertificated REMIC I Regular Interests will be "regular interests" in REMIC I and the Class R-I Certificates will be the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC II and the Class R-II Certificates will be the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. The Class I-A-1, Class I-A-2 (exclusive of any rights to payment of amounts received pursuant to the related Yield Maintenance Agreement), Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10 (exclusive of any rights to payment of amounts received pursuant to the related Yield Maintenance Agreement), Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14(exclusive of any rights to payment of amounts received pursuant to the related Yield Maintenance Agreement), Class I-A-15, Class I-A-16, Class I-A-17(exclusive of any rights to payment of amounts received pursuant to the related Yield Maintenance Agreement), Class I-A-18, Class II-A-1, Class II-A-2, Class I-A-V, Class I-A-P, Class II-A-P, Class II-A-V, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2, Class I-B-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3 Certificates and the Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, the rights in and to which will be represented by the related Class A-V Certificates, will be "regular interests" in REMIC III, and the Class R-III Certificates will be the sole class of "residual interests" therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law. On and after the date of issuance of any Subclass of related Class A-V Certificates pursuant to Section 5.01(c) of the Standard Terms, any such Subclass will represent the related Uncertificated REMIC III Regular Interest or Interests Z1 or Interests Z2 specified by the initial Holder of the related Class A-V Certificates pursuant to said Section. Section 10.04 Distributions on the Uncertificated REMIC I and REMIC II 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 and Uncertificated REMIC II Regular Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts, respectively, in the following order of priority to the extent of the related Available Distribution Amount, as reduced by distributions made to the Class R-I Certificates or the Class R-II Certificates, as applicable, pursuant to Section 4.02(a): (i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests or the Uncertificated REMIC II Regular Interests, as applicable, for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 10.04(b), an amount equal to the sum of the amounts in respect of principal distributable on each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) under Section 4.02(a), as allocated thereto pursuant to Section 4.02(b). (b) The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC I Regular Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated REMIC I Regular Interest X and (ii) Uncertificated REMIC I Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates, respectively, under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. The amount described in Section 10.04(a)(ii) in respect of the Uncertificated REMIC II Regular Interest Distribution Amounts shall be deemed distributed to (i) Uncertificated REMIC II Regular Interest X and (iii) Uncertificated REMIC II Regular Interest Y with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates (other than the Class R-III 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 III or REMIC II to REMIC III, as the case may be, in accordance with the priority assigned to the REMIC III Certificates relative to that assigned to the REMIC I Certificates and the REMIC II Certificates under Section 4.02(b). (d) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts, the Uncertificated REMIC II Regular Interest Distribution Amounts and Uncertificated REMIC III Regular Interest Distribution Amounts: (i) Realized Losses allocated to the Class A-V Certificates under Section 4.05 shall be deemed allocated to the Uncertificated REMIC III Regular Interests Z1, in the case of the Class I-A-V Certificates, and the Uncertificated REMIC III Regular Interests Z2, in the case of the Class I-A-V Certificates, pro rata according to the respective amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC III Regular Interests Z1 or Z2 for the Distribution Date for which such allocation is being made in the absence of such allocation; (ii) Realized Losses allocated to the Class I-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X; (iii) Realized Losses allocated to the Class II-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest X; (iv) Realized Losses allocated to the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class I-A-17, Class I-A-18, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2 and Class I-B-3 under Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest Y; (v) Realized Losses allocated to the Class II-A-1, Class II-A-2, Class III-A-1, Class II-M-1, Class II-M-2, Class II-M-3, Class II-B-1, Class II-B-2, Class II-B-3 Certificates and Class R-III Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y; (vi) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z1 under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I Regular Interest Z; and (vii) Realized Losses allocated to the Uncertificated REMIC II Regular Interests Z2 under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC II Regular Interest Z. (e) On each Distribution Date the Trustee shall be deemed to distribute from REMIC III, in the priority set forth in Sections 4.02(a) and (b), to the Holders of each Class of Certificates (other than the Class R-I Certificates and the Class R-II Certificates) the amounts distributable thereon from the Uncertificated REMIC I Regular Interest Distribution Amounts and the Uncertificated REMIC II Regular Interest Distribution Amounts deemed to have been received by REMIC III from REMIC I and REMIC II under this Section 10.04. The amounts deemed distributed hereunder with respect to the Class I-A-V Certificates and the Class II-A-V Certificates shall be deemed to have been distributed in respect of the Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, respectively, in accordance with their respective Uncertificated REMIC III Regular Interest Distribution Amounts, as such Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2 comprise the Class I-A-V Certificates and the Class II-A-V Certificates, respectively. (f) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests and the Uncertificated REMIC II 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 8400 Normandale Lake Boulevard Suite 250, Minneapolis, Minnesota 55437, Attention: President - ----------------------------------------- ---------------------------------------------------------------------------- - ----------------------------------------- ---------------------------------------------------------------------------- Master Servicer 2255 N. Ontario Street, Suite 400 Burbank, California ###-###-####, Attention: Managing Director/Master Servicing - ----------------------------------------- ---------------------------------------------------------------------------- - ----------------------------------------- ---------------------------------------------------------------------------- Trustee U.S. Bank Corporate Trust Services Mail Code EP-MN-WS3D 60 Livingston Avenue St. Paul, Minnesota 55107-2292 Attention: Structured Finance/RALI 2006-QS2 - ----------------------------------------- ---------------------------------------------------------------------------- - ----------------------------------------- ---------------------------------------------------------------------------- Moody's Investors Service, Inc. 99 Church Street, 4th Floor New York, New York 10004 - ----------------------------------------- ---------------------------------------------------------------------------- - ----------------------------------------- ---------------------------------------------------------------------------- Fitch Ratings One State Street Plaza New York, New York 10041 - ----------------------------------------- ---------------------------------------------------------------------------- - ----------------------------------------- ---------------------------------------------------------------------------- Standard & Poor's Ratings Services 55 Water Street, 40th Floor New York, NY 10041-0003 - ----------------------------------------- ---------------------------------------------------------------------------- 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. [ ]% of all of the Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; [ ]% of all Voting Rights shall be allocated among the Holders of each Class of Class A-V Certificates, in accordance with their respective Percentage Interests; and [ ]% of all Voting Rights shall be allocated among the Holders of each Class of Class R Certificates, in accordance with their respective Percentage Interests. Section 11.010 No Petition. The Depositor, Master Servicer and the Trustee, by entering into this Agreement, and each Certificateholder, by accepting a Certificate, hereby covenant and agree that they will not at any time institute against the Trust Fund, or join in any institution against the Trust Fund of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligation with respect to the Certificates or this Agreement. IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written. RESIDENTIAL ACCREDIT LOANS, INC. [Seal] By: /s/Heather Anderson Name: Heather Anderson Title: Vice President Attest: /s/Mark White Name: Title: RESIDENTIAL FUNDING CORPORATION [Seal] By: /s/Mark Whit Name: Mark White Title: Associate Attest:Heather Anderson Name: Title: U.S. BANK NATIONAL ASSOCIATION, as Trustee [Seal] By:/s/Tamara Shultz-Fugh Name: Tamara Shultz-Fugh Title: Vice-President Attest/s/Shannon M. Rantz Name: Shannon M. Rantz Title: Vice-President STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 27th day of February, 2006 before me, a notary public in and for said State, personally appeared Heather Anderson, known to me to be a Vice President of Residential Accredit Loans, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/Amy Sue Olson  Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 27th day of February, 2006 before me, a notary public in and for said State, personally appeared _____________________, known to me to be a(n) ____________________ of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/Amy Sue Olson  Notary Public [Notarial Seal] STATE OF MINNESOTA ) ss.: COUNTY OF RAMSEY ) On the 27th day of February, 2006 before me, a notary public in and for said State, personally appeared __________, known to me to be a(n) __________ of U.S. Bank National Association, the national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said national banking association and acknowledged to me that such national banking association executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ____________________________ Notary Public [Notarial Seal] EXHIBIT ONE-I MORTGAGE LOAN SCHEDULE GROUP I LOANS AVAILABLE UPON REQUEST EXHIBIT ONE-II MORTGAGE LOAN SCHEDULE GROUP II LOANS AVAILABLE UPON REQUEST EXHIBIT ONE-III MORTGAGE LOAN SCHEDULE GROUP III LOANS AVAILABLE UPON REQUEST EXHIBIT TWO-I SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP I LOANS AVAILABLE UPON REQUEST EXHIBIT TWO-II SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP II LOANS AND GROUP III LOANS AVAILABLE UPON REQUEST EXHIBIT THREE INFORMATION TO BE INCLUDED IN MONTHLY DISTRIBUTION DATE STATEMENT (i) the applicable Record Date, Determination Date and Distribution Date; (ii) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment amounts; (iii) the Servicing Fee and Subservicing Fee payable to the Master Servicer and the Subservicer; (iv) the amount of any other fees or expenses paid; (v) (a) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal Balance thereof, and (b) the aggregate amount included therein representing Principal Prepayments; (vi) the amount of such distribution to Holders of such Class of Certificates allocable to interest; (vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient funds available therefor, the amount of the shortfall; (viii) the aggregate Certificate Principal Balance of each Class of Certificates and each of the Senior Percentage and Subordinate Class Percentage, before and after giving effect to the amounts distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an actual distribution of principal; (ix) the aggregate Certificate Principal Balance of each of the Class A Certificates, Class M Certificates and Class B Certificates as of the Closing Date; (x) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the weighted average remaining term to maturity of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xi) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the weighted average Mortgage Rates of the Mortgage Loans after giving effect to the amounts distributed on such Distribution Date; (xii) if applicable, the Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount and as of the close of business on the applicable Distribution Date; (xiii) the Pool Stated Principal Balance and number of the Mortgage Loans after giving effect to the distribution of principal on such Distribution Date and the number of Mortgage Loans at the beginning and end of the related Due Period; (xiv) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, on the basis of the most recent reports furnished to it by Sub-Servicers, the number and Stated Principal Balances of Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or more days and the number and Stated Principal Balances of Mortgage Loans that are in foreclosure; (xv) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the aggregate amount of Realized Losses for such Distribution Date; (xvi) the amount, terms and general purpose of any Advance by the Master Servicer pursuant to Section 4.04; (xvii) any material modifications, extensions or waivers to the terms of the Mortgage Loans during the Due Period or that have cumulatively become material over time; (xviii) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement. (xix) the related Subordinate Principal Distribution Amount; (xx) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the number, aggregate principal balance and Stated Principal Balances of any REO Properties; (xxi) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to the distribution made on such Distribution Date; (xxii) the Pass-Through Rate with respect to the Class A-V Certificates; (xxiii) the Pass-Through Rates on the Floater Certificates and Inverse Floater Certificates for such Distribution Date, separately identifying LIBOR for such Distribution Date; (xxiv) the Notional Amount with respect to each class of Interest Only Certificates; (xxv) the occurrence of the Credit Support Depletion Date; (xxvi) the related Senior Accelerated Distribution Percentage applicable to such distribution; (xxvii) the related Senior Percentage for such Distribution Date; (xxviii) for Loan Group I and Loan Group II and Loan Group III together and for each Loan Group separately, the aggregate amount of any recoveries on previously foreclosed loans from Sellers; In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar amount per Certificate with a $1,000 denomination. The Trustee's internet website will initially be located at http://www.usbank.com/mbs. To receive this statement via first class mail, telephone the trustee at ###-###-####. EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF FEBRUARY 1, 2006 EXHIBIT FIVE Planned Principal Balances and Targeted Principal Balances Schedule I Schedule II -------------------------- -------------------------- Planned Principal Targeted Principal Balances for Balances for Distribution Date Class I-A-1 Certificates Class I-A-2 Certificates Initial Balance $65,456,500.00 $49,800,000.00 March 2006 65,456,500.00 48,436,482.26 April 2006 65,456,500.00 46,945,753.57 May 2006 65,456,500.00 45,330,202.91 June 2006 65,456,500.00 43,592,519.70 July 2006 65,456,500.00 41,735,709.73 August 2006 65,456,500.00 39,763,088.17 September 2006 65,456,500.00 37,678,271.36 October 2006 65,456,500.00 35,485,167.15 November 2006 65,456,500.00 33,187,963.96 December 2006 65,456,500.00 30,791,338.37 January 2007 65,456,500.00 28,397,804.29 February 2007 65,456,500.00 26,044,609.48 March 2007 64,877,795.90 24,309,787.09 April 2007 64,267,266.98 22,645,798.00 May 2007 63,625,220.84 21,051,685.72 June 2007 62,951,985.38 19,526,484.18 July 2007 62,247,908.49 18,069,217.94 August 2007 61,513,357.79 16,678,902.19 September 2007 60,748,720.36 15,354,542.93 October 2007 59,954,402.34 14,095,137.13 November 2007 59,130,828.67 12,899,672.87 December 2007 58,278,442.68 11,767,129.58 January 2008 57,397,705.69 10,696,478.25 February 2008 56,489,096.65 9,686,681.68 March 2008 55,553,111.68 8,736,694.73 April 2008 54,590,263.63 7,845,464.65 May 2008 53,601,081.64 7,011,931.37 June 2008 52,586,162.84 6,234,975.61 July 2008 51,569,087.05 5,490,504.07 August 2008 50,558,760.20 4,769,105.87 September 2008 49,555,139.03 4,070,327.68 October 2008 48,558,180.54 3,393,724.17 November 2008 47,567,842.00 2,738,857.83 December 2008 46,584,080.99 2,105,298.81 January 2009 45,606,855.36 1,492,624.83 February 2009 44,636,123.21 900,421.07 March 2009 43,671,842.95 328,279.97 April 2009 42,713,973.23 0.00 May 2009 41,762,473.00 0.00 June 2009 40,817,301.46 0.00 July 2009 39,878,418.09 0.00 August 2009 38,945,782.62 0.00 September 2009 38,019,355.05 0.00 October 2009 37,099,095.65 0.00 November 2009 36,184,964.95 0.00 December 2009 35,276,923.72 0.00 January 2010 34,374,933.01 0.00 February 2010 33,478,954.11 0.00 March 2010 32,588,948.58 0.00 April 2010 31,704,878.21 0.00 May 2010 30,826,705.06 0.00 June 2010 29,954,391.42 0.00 July 2010 29,087,899.86 0.00 August 2010 28,227,193.16 0.00 September 2010 27,372,234.37 0.00 October 2010 26,522,986.75 0.00 November 2010 25,679,413.85 0.00 December 2010 24,841,250.05 0.00 January 2011 24,008,690.72 0.00 February 2011 23,181,700.07 0.00 March 2011 22,411,974.46 0.00 April 2011 21,647,630.57 0.00 May 2011 20,888,633.37 0.00 June 2011 20,134,948.11 0.00 July 2011 19,386,540.22 0.00 August 2011 18,643,375.38 0.00 September 2011 17,905,419.49 0.00 October 2011 17,172,638.69 0.00 November 2011 16,444,999.31 0.00 December 2011 15,722,467.92 0.00 January 2012 15,005,011.32 0.00 February 2012 14,292,596.51 0.00 March 2012 13,602,040.97 0.00 April 2012 12,916,376.05 0.00 May 2012 12,235,569.65 0.00 June 2012 11,559,589.83 0.00 July 2012 10,888,404.89 0.00 August 2012 10,221,983.32 0.00 September 2012 9,560,293.85 0.00 October 2012 8,903,305.38 0.00 November 2012 8,250,987.03 0.00 December 2012 7,603,308.12 0.00 January 2013 6,960,238.18 0.00 February 2013 6,321,746.94 0.00 March 2013 5,735,181.92 0.00 April 2013 5,160,150.43 0.00 May 2013 4,596,443.24 0.00 June 2013 4,043,854.76 0.00 July 2013 3,502,182.98 0.00 August 2013 2,971,229.40 0.00 September 2013 2,450,798.99 0.00 October 2013 1,940,700.10 0.00 November 2013 1,440,744.41 0.00 December 2013 950,746.92 0.00 January 2014 470,525.82 0.00 February 2014 and thereafter 0.00 0.00 EXHIBIT SIX Jump Scheduled Balance Class I-A-12 Jump Class I-A-12 Jump Distribution Date Scheduled Balance Distribution Date Scheduled Balance Initial Balance $ 750,230,678.48 March 2021 $ 30,215,663.81 March 2006 743,809,636.75 April 2021 29,623,107.63 April 2006 736,792,234.88 May 2021 29,041,312.87 May 2006 729,189,573.61 June 2021 28,470,091.83 June 2006 721,014,262.52 July 2021 27,909,259.97 July 2006 712,280,394.01 August 2021 27,358,635.93 August 2006 703,003,510.92 September 2021 26,818,041.42 September 2006 693,200,567.65 October 2021 26,287,301.21 October 2006 682,889,885.10 November 2021 25,766,243.04 November 2006 672,091,099.35 December 2021 25,254,697.60 December 2006 660,826,130.09 January 2022 24,752,498.48 January 2007 649,576,272.95 February 2022 24,259,482.09 February 2007 638,515,355.37 March 2022 23,775,487.65 March 2007 627,640,230.84 April 2022 23,300,357.12 April 2007 616,947,804.92 May 2022 22,833,935.17 May 2007 606,435,034.48 June 2022 22,376,069.09 June 2007 596,098,926.76 July 2022 21,926,608.84 July 2007 585,936,538.63 August 2022 21,485,406.89 August 2007 575,944,975.68 September 2022 21,052,318.26 September 2007 566,121,391.48 October 2022 20,627,200.46 October 2007 556,462,986.77 November 2022 20,209,913.41 November 2007 546,967,008.66 December 2022 19,800,319.45 December 2007 537,630,749.91 January 2023 19,398,283.27 January 2008 528,451,548.12 February 2023 19,003,671.88 February 2008 519,426,785.04 March 2023 18,616,354.56 March 2008 510,553,885.80 April 2023 18,236,202.84 April 2008 501,830,318.23 May 2023 17,863,090.45 May 2008 493,253,592.13 June 2023 17,496,893.29 June 2008 484,821,258.57 July 2023 17,137,489.37 July 2008 476,530,909.25 August 2023 16,784,758.81 August 2008 468,380,175.78 September 2023 16,438,583.79 September 2008 460,366,729.05 October 2023 16,098,848.49 October 2008 452,488,278.57 November 2023 15,765,439.11 November 2008 444,742,571.84 December 2023 15,438,243.78 December 2008 437,127,393.72 January 2024 15,117,152.57 January 2009 429,640,565.80 February 2024 14,802,057.42 February 2009 422,279,945.81 March 2024 14,492,852.14 March 2009 415,043,427.02 April 2024 14,189,432.36 April 2009 407,928,937.64 May 2024 13,891,695.52 May 2009 400,934,440.26 June 2024 13,599,540.81 June 2009 394,057,931.27 July 2024 13,312,869.15 July 2009 387,297,440.31 August 2024 13,031,583.19 August 2009 380,651,029.70 September 2024 12,755,587.23 September 2009 374,116,793.94 October 2024 12,484,787.24 October 2009 367,692,859.14 November 2024 12,219,090.79 November 2009 361,377,382.51 December 2024 11,958,407.07 December 2009 355,168,551.85 January 2025 11,702,646.80 January 2010 349,064,585.04 February 2025 11,451,722.28 February 2010 343,063,729.56 March 2025 11,205,547.30 March 2010 337,164,261.96 April 2025 10,964,037.13 April 2010 331,364,487.41 May 2025 10,727,108.53 May 2010 325,662,739.25 June 2025 10,494,679.68 June 2010 320,057,378.45 July 2025 10,266,670.17 July 2010 314,546,793.24 August 2025 10,043,001.00 August 2010 309,129,398.59 September 2025 9,823,594.51 September 2010 303,803,635.81 October 2025 9,608,374.39 October 2010 298,567,972.11 November 2025 9,397,265.68 November 2010 293,420,900.13 December 2025 9,190,194.67 December 2010 288,360,312.49 January 2026 8,987,088.97 January 2011 283,385,393.73 February 2026 8,787,877.41 February 2011 278,494,710.04 March 2026 8,592,490.07 March 2011 273,686,851.44 April 2026 8,400,858.24 April 2011 268,960,431.38 May 2026 8,212,914.40 May 2011 264,314,086.35 June 2026 8,028,592.21 June 2011 259,746,475.51 July 2026 7,847,826.46 July 2011 255,256,280.30 August 2026 7,670,553.08 August 2011 250,842,204.08 September 2026 7,496,709.14 September 2011 246,502,971.78 October 2026 7,326,232.76 October 2011 242,237,329.51 November 2026 7,159,063.17 November 2011 238,044,044.25 December 2026 6,995,140.63 December 2011 233,921,903.46 January 2027 6,834,406.45 January 2012 229,869,714.79 February 2027 6,676,802.97 February 2012 225,886,305.70 March 2027 6,522,273.53 March 2012 221,970,523.16 April 2027 6,370,762.44 April 2012 218,121,233.33 May 2027 6,222,214.99 May 2012 214,337,321.22 June 2027 6,076,577.44 June 2012 210,617,690.39 July 2027 5,933,796.96 July 2012 206,961,262.65 August 2027 5,793,821.66 August 2012 203,366,977.75 September 2027 5,656,600.55 September 2012 199,833,793.08 October 2027 5,522,083.52 October 2012 196,360,683.39 November 2027 5,390,221.35 November 2012 192,946,640.48 December 2027 5,260,965.67 December 2012 189,590,672.96 January 2028 5,134,268.96 January 2013 186,291,805.90 February 2028 5,010,084.53 February 2013 183,049,080.65 March 2028 4,888,366.50 March 2013 179,861,554.49 April 2028 4,769,069.81 April 2013 176,728,300.40 May 2028 4,652,150.16 May 2013 173,648,406.81 June 2028 4,537,564.06 June 2013 170,620,977.33 July 2028 4,425,268.76 July 2013 167,645,130.49 August 2028 4,315,222.25 August 2013 164,719,999.51 September 2028 4,207,383.29 September 2013 161,844,732.06 October 2028 4,101,711.34 October 2013 159,018,489.99 November 2028 3,998,166.57 November 2013 156,240,449.13 December 2028 3,896,709.85 December 2013 153,509,799.03 January 2029 3,797,302.75 January 2014 150,825,742.78 February 2029 3,699,907.51 February 2014 148,187,496.70 March 2029 3,604,487.03 March 2014 145,594,290.22 April 2029 3,511,004.87 April 2014 143,045,365.59 May 2029 3,419,425.21 May 2014 140,539,977.71 June 2029 3,329,712.88 June 2014 138,077,393.88 July 2029 3,241,833.34 July 2014 135,656,893.63 August 2029 3,155,752.63 August 2014 133,277,768.52 September 2029 3,071,437.41 September 2014 130,939,321.90 October 2029 2,988,854.92 October 2014 128,640,868.76 November 2029 2,907,972.97 November 2014 126,381,735.50 December 2029 2,828,759.97 December 2014 124,161,259.78 January 2030 2,751,184.85 January 2015 121,978,790.29 February 2030 2,675,217.11 February 2015 119,833,686.60 March 2030 2,600,826.78 March 2015 117,725,318.96 April 2030 2,527,984.43 April 2015 115,653,068.14 May 2030 2,456,661.14 May 2015 113,616,325.24 June 2030 2,386,828.52 June 2015 111,614,491.52 July 2030 2,318,458.66 July 2015 109,646,978.25 August 2030 2,251,524.17 August 2015 107,713,206.53 September 2030 2,185,998.12 September 2015 105,812,607.10 October 2030 2,121,854.07 October 2015 103,944,620.24 November 2030 2,059,066.05 November 2015 102,108,695.57 December 2030 1,997,608.56 December 2015 100,304,291.89 January 2031 1,937,456.54 January 2016 98,524,941.65 February 2031 1,878,585.38 February 2016 96,719,704.13 March 2031 1,820,970.91 March 2016 94,946,110.87 April 2031 1,764,589.39 April 2016 93,203,620.95 May 2031 1,709,417.50 May 2016 91,491,702.57 June 2031 1,655,432.33 June 2016 89,809,832.88 July 2031 1,602,611.40 July 2016 88,157,497.81 August 2031 1,550,932.62 August 2016 86,534,191.98 September 2031 1,500,374.27 September 2016 84,939,418.52 October 2031 1,450,915.06 October 2016 83,372,688.92 November 2031 1,402,534.06 November 2016 81,833,522.93 December 2031 1,355,210.71 December 2016 80,321,448.35 January 2032 1,308,924.82 January 2017 78,836,001.00 February 2032 1,263,656.58 February 2017 77,376,724.47 March 2032 1,219,386.51 March 2017 75,943,170.08 April 2032 1,176,095.49 April 2017 74,534,896.72 May 2032 1,133,764.74 May 2017 73,151,470.70 June 2032 1,092,375.83 June 2017 71,792,465.67 July 2032 1,051,910.64 July 2017 70,457,462.47 August 2032 1,012,351.40 August 2017 69,146,049.01 September 2032 973,680.64 September 2017 67,857,820.16 October 2032 935,881.21 October 2017 66,592,377.62 November 2032 898,936.28 November 2017 65,349,329.84 December 2032 862,829.30 December 2017 64,128,291.87 January 2033 827,544.04 January 2018 62,928,885.26 February 2033 793,064.56 February 2018 61,750,737.96 March 2033 759,375.20 March 2018 60,593,484.21 April 2033 726,460.59 April 2018 59,456,764.43 May 2033 694,305.62 May 2018 58,340,225.12 June 2033 662,895.49 June 2018 57,243,518.77 July 2033 632,215.63 July 2018 56,166,303.71 August 2033 602,251.76 August 2018 55,108,244.10 September 2033 572,989.84 September 2018 54,069,009.75 October 2033 544,416.11 October 2018 53,048,276.07 November 2033 516,517.02 November 2018 52,045,723.95 December 2033 489,279.32 December 2018 51,061,039.70 January 2034 462,689.95 January 2019 50,093,914.94 February 2034 436,736.12 February 2019 49,144,046.49 March 2034 411,405.26 March 2019 48,211,136.34 April 2034 386,685.03 April 2019 47,294,891.51 May 2034 362,563.32 May 2019 46,395,023.98 June 2034 339,028.24 June 2019 45,511,250.63 July 2034 316,068.11 July 2019 44,643,293.12 August 2034 293,671.48 August 2019 43,790,877.85 September 2034 271,827.08 September 2019 42,953,735.83 October 2034 250,523.89 October 2019 42,131,602.67 November 2034 229,751.04 November 2019 41,324,218.45 December 2034 209,497.91 December 2019 40,531,327.65 January 2035 189,754.05 January 2020 39,752,679.10 February 2035 170,509.19 February 2020 38,988,025.89 March 2035 151,753.27 March 2020 38,237,125.31 April 2035 133,476.41 April 2020 37,499,738.76 May 2035 115,668.91 May 2020 36,775,631.71 June 2035 98,321.24 June 2020 36,064,573.60 July 2035 81,424.07 July 2020 35,366,337.80 August 2035 64,968.22 August 2020 34,680,701.52 September 2035 48,944.69 September 2020 34,007,445.77 October 2035 33,344.65 October 2020 33,346,355.28 November 2035 18,159.41 November 2020 32,697,218.45 December 2035 4,394.07 December 2020 32,059,827.27 January 2036 January 2021 31,433,827.66 and thereafter 0.00 February 2021 30,819,172.39