Series Supplement to Pooling and Servicing Agreement for RALI 2006-QS9 Mortgage Asset-Backed Pass-Through Certificates (Residential Accredit Loans, Inc., Residential Funding Corporation, Deutsche Bank Trust Company Americas)

 Execution Copy =============================================================================================================== =============================================================================================================== RESIDENTIAL ACCREDIT LOANS, INC., Company, RESIDENTIAL FUNDING CORPORATION, Master Servicer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, Trustee SERIES SUPPLEMENT, Dated as of July 1, 2006, TO STANDARD TERMS OF POOLING AND SERVICING AGREEMENT dated as of March 1, 2006 Mortgage Asset-Backed Pass-Through Certificates Series 2006-QS9 =============================================================================================================== ARTICLE I DEFINITIONS Section 1.01 Definitions...........................................................4 Section 1.02 Use of Words and Phrases.............................................28 Section 1.03 Determination of LIBOR...............................................28 ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.........................................30 Section 2.02 Acceptance by Trustee. (See Section 2.02 of the Standard Terms)......30 Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Company.............................................30 Section 2.04 Representations and Warranties of Sellers. (See Section 2.04 of the Standard Terms).............................34 Section 2.05 Execution and Authentication of Certificates/Issuance of Certificates Evidencing Interests in REMIC I and REMIC II............34 Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests and Uncertificated REMIC II Regular Interests; Acceptance by the Trustee............................................34 Section 2.07 Issuance of Certificates Evidencing Interest in REMIC III............34 Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of the Standard Terms).............................35 Section 2.09 Agreement Regarding Ability to Disclose..............................35 ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS Section 4.01 Certificate Account. (See Section 4.01 of the Standard Terms)........37 Section 4.02 Distributions........................................................37 Section 4.03 Statements to Certificateholders; Statements to the Rating Agencies; Exchange Act Reporting. (See Section 4.03 of the Standard Terms).............................52 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).............................52 Section 4.05 Allocation of Realized Losses........................................52 Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms)...............................................53 Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms).............................53 Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms)................53 Section 4.09 Reserve Fund.........................................................53 ARTICLE V THE CERTIFICATES ARTICLE VI THE COMPANY AND THE MASTER SERVICER Section 6.01 Respective Liabilities of the Company and the Master Servicer. (See Section 6.01 of the Standard Terms).............................55 Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer......................55 Section 6.03 Limitation on Liability of the Company, Master Servicer and Others. (See Section 6.03 of the Standard Terms)..................................55 Section 6.04 Company and Master Servicer Not to Resign. (See Section 6.04 of the Standard Terms).............................55 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.................59 Section 9.02 Additional Termination Requirements. (See Section 9.02 of the Standard Terms).............................59 Section 9.03 Termination of Multiple REMICs. (See Section 9.03 of the Standard Terms).............................59 ARTICLE X REMIC PROVISIONS Section 10.01 REMIC Administration. (See Section 10.01of the Standard Terms)......60 Section 10.02 Master Servicer; REMIC Administrator and Trustee Indemnification. (See Section 10.02 of the Standard Terms)...........................60 Section 10.03 Designation of REMICs...............................................60 Section 10.04 Distributions on the Uncertificated REMIC I and REMIC II Regular Interests. 60 Section 10.05 Compliance with Withholding Requirements............................64 ARTICLE XI MISCELLANEOUS PROVISIONS Section 11.01 Amendment. (See Section 11.01 of the Standard Terms)................65 Section 11.02 Recordation of Agreement; Counterparts. (See Section 11.02 of the Standard Terms)...........................65 Section 11.03 Limitation on Rights of Certificateholders (See Section 11.03 of the Standard Terms)...........................65 Section 11.04 Governing Law. (See Section 11.04 of the Standard Terms)............65 Section 11.05 Notices.............................................................65 Section 11.06 Required Notices to Rating Agency and Subservicer. (See Section 11.06 of the Standard Terms)...........................66 Section 11.07 Severability of Provisions. (See Section 11.07 of the Standard Terms)...........................66 Section 11.08 Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)...........................66 Section 11.09 Allocation of Voting Rights.........................................66 Section 11.10 No Petition.........................................................66 EXHIBITS Exhibit One-I: Mortgage Loan Schedule (Group I Loans) Exhibit One-II: Mortgage Loan Schedule (Group II Loans) Exhibit Two-I: Schedule of Discount Fractions for Group I Loans Exhibit Two-II: Schedule of Discount Fractions for Group II Loans Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement Dated as of March 1, 2006 APPENDIX Appendix I: Definition of Class X Principal Reduction Amounts This is a Series Supplement, dated as of July 1, 2006 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2006 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL ACCREDIT LOANS, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (together with its permitted successors and assigns, the "Trustee"). PRELIMINARY STATEMENT: The Company intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). As provided herein, the REMIC Administrator will make an election to treat the entire segregated pool of assets described in the definition of Trust Fund, and subject to this Agreement (including the Mortgage Loans), exclusive of the Yield Maintenance Agreements and amounts on deposit in the Initial Monthly Payment Fund, 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 Initial Pass-Through Certificate Maturity Fitch/ Designation Rate Principal Balance Features Date Moody's/S&P Minimum Denominations - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-1 Adjustable Rate $60,000,000.00 Senior/Super Senior/Floater/ 25-Jul-36 AAA/Aaa/AAA $25,000.00 Adjustable Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-2 Adjustable Rate3 $0.00 Senior/Interest Only/Inverse 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 Floater/Adjustable Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-3 6.00% $86,000,000.00 Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-4 6.00% $15,354,000.00 Senior/Super Senior/ 25-Jul-36 AAA/Aaa/AAA $25,000.00 Lockout/Fixed Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-5 Adjustable Rate3 $25,000,000.00 Senior/Floater/Adjustable Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-6 Adjustable Rate3 $0.00 Senior/Interest Only/Inverse 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 Floater/Adjustable Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-7 6.00% $10,755,650.00 Senior/Super Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-8 Adjustable Rate3 $50,000,000.00 Senior/Super Senior/Floater/Adjustable 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-9 Adjustable Rate3 $0.00 Senior/Interest Only/ Inverse 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 Floater/Adjustable Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-10 6.50% $12,324,000.00 Senior/Super Senior/Lockout/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-11 6.50% $33,477,650.00 Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-12 6.00% $13,386,000.00 Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-13 Adjustable Rate3 $20,000,000.00 Senior/Floater/Adjustable Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-14 Adjustable Rate3 $0.00 Senior/Interest Only/Inverse 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 Floater/Adjustable Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-15 7.00% $38,581,700.00 Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-16 Adjustable Rate3 $27,500,000.00 Senior/Floater/Adjustable Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-17 6.00% $8,551,000.00 Senior/Senior Support/Lockout 25-Jul-36 AAA/Aa1/AAA $25,000.00 /Fixed Rate - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- II-A-1 7.00% $101,510,000.00 Senior/Fixed Rate 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-P 0.00% $622,408.08 Senior/Principal Only 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- I-A-V Variable Rate $0.00 Senior/Interest Only/ Variable Rate 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- II-A-P 0.00% $595,890.77 Senior/Principal Only 25-Jul-36 AAA/Aaa/AAA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- II-A-V Variable Rate5 $0.01 Senior/Interest Only/ Variable Rate 25-Jul-36 AAA/Aaa/AAA $2,000,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- R-I 6.25% $100.00 Senior/Residual/Fixed Rate 25-Jul-36 AAA/Aaa/AAA - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- R-II 7.00% $100.00 Senior/Residual/Fixed Rate 25-Jul-36 AAA/Aaa/AAA 7 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- R-III 7.00% $100.00 Senior/Residual/Fixed Rate 25-Jul-36 AAA/Aaa/AAA 7 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- M-1 Variable Rate $19,445,000.00 Mezzanine/Fixed Rate 25-Jul-36 AA/NA/NA $25,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- M-2 Variable Rate8 $5,671,300.00 Mezzanine/Fixed Rate 25-Jul-36 A/NA/NA $250,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- M-3 Variable Rate8 $4,321,000.00 Mezzanine/Fixed Rate 25-Jul-36 BBB/NA/NA $250,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- B-1 Variable Rate8 $2,700,600.00 Subordinate/Fixed Rate 25-Jul-36 BB/NA/NA $250,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- B-2 Variable Rate8 $2,160,400.00 Subordinate/Fixed Rate 25-Jul-36 B/NA/NA $250,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- B-3 Variable Rate8 $2,160,559.33 Subordinate/Fixed Rate 25-Jul-36 NA/NA/NA $250,000.00 - ---------------------------------------------------------------------------------------------------------------------------------------------------------------- ===================================== (1) The Certificates, other than the Class B and Class R Certificates, shall be Book-Entry Certificates. The Class B and Class R Certificates shall be delivered to the holders thereof in physical form. (2) The Certificates, other than the Class R Certificates, shall be issuable in minimum dollar denominations as indicated above (by Certificate Principal Balance or Notional Amount, as applicable) and integral multiples of $1 (or $1,000 in the case of the Class I-A-P, Class II-A-P, Class B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one Certificate of any of the Class I-A-P, Class II-A-P, Class B-1, Class B-2 and Class 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 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-1 5.70% LIBOR + 0.40% Subject to the 0.40% Available Funds Cap - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-2 0.30% 5.60% - LIBOR 5.60% 0.00% - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-5 6.00% LIBOR + 0.70% Subject to the 0.70% Available Funds Cap - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-6 0.00% 5.30% - LIBOR 5.30% 0.00% - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-8 5.95% LIBOR + 0.65% Subject to the 0.65% Available Funds Cap - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-9 0.55% 5.85% - LIBOR 5.85% 0.00% - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-13 6.00% LIBOR + 0.70% Subject to the 0.70% Available Funds Cap - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-14 0.00% 5.30% - LIBOR 5.30% 0.00% - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Class I-A-16 5.95% LIBOR + 0.65% Subject to the 0.65% Available Funds Cap - ---------------------------------------------------------------------------------------------------------- The Class I-A-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 Certificates will represent ownership of regular interests in REMIC III, together with certain rights to payments to be made from amounts received under the related Yield Maintenance Agreement which will be deemed made for federal income tax purposes outside of REMIC III. (4) The Class I-A-2, Class I-A-6, Class I-A-9 and Class I-A-14 Certificates do not have a Certificate Principal Balance. For the purpose of calculating interest payments, (i) interest on the Class I-A-2 Certificates will accrue on a notional amount equal to the Certificate Principal Balance of the Class I-A-1 Certificates immediately prior to the related Distribution Date, (ii) interest on the Class I-A-6 Certificates will accrue on a notional amount equal to the Certificate Principal Balance of the Class I-A-5 Certificates immediately prior to the related Distribution Date, (iii) interest on the Class I-A-9 Certificates will accrue on a notional amount equal to the aggregate Certificate Principal Balance of the Class I-A-8 Certificates and Class I-A-16 Certificates immediately prior to the related Distribution Date and (iv) interest on the Class I-A-14 Certificates will accrue on a notional amount equal to the Certificate Principal Balance of the Class I-A-13 Certificates immediately prior to the related Distribution Date. (5) The initial Pass-Through Rate on the Class I-A-V Certificates is 0.6370% and the initial Pass-Through Rate on the Class II-A-V Certificates is 0.2729%. (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. (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%. (8) The Pass-Through Rate on the Class M Certificates and Class B Certificates is equal to the weighted average of 6.25% per annum and 7.00% per annum weighted on the basis of the Subordinate Percentage of Loan Group I and Loan Group II, respectively. The Pass-Through Rate on the Class M Certificates and Class B Certificates with respect to the initial Interest Accrual Period is approximately 6.4021% per annum. ===================================== The Group I Loans have an aggregate principal balance as of the Cut-off Date of $430,619,724.86. The Group II Loans have an aggregate principal balance as of the Cut-off Date of $109,497,733.32. The Mortgage Loans have an aggregate principal balance as of the Cut-off Date of $540,117,458.18. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. 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 Class M Certificates and 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, other than the Class II-A-P 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 remainder of these reductions will be allocated among the Holders of the Class M Certificates and the 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-1, Class I-A-2, Class I-A-5, Class I-A-6, Class I-A-8, Class I-A-9, Class I-A-13, Class I-A-14 and Class I-A-16 Certificates. Aggregate Available Distribution Amount: With respect to a Distribution Date, the sum of the Available Distribution Amounts for both Loan Groups for such Distribution Date. Aggregate Senior Interest Distribution Amount: With respect to a Distribution Date, the sum of the Senior Interest Distribution Amounts for both Loan Groups for such Distribution Date. Aggregate Senior Principal Distribution Amount: With respect to a Distribution Date, the sum of the Senior Principal Distribution Amounts for both Loan Groups for such Distribution Date. Assignment Agreement and Amendment of Security Instrument: With respect to a Sharia Mortgage Loan, the agreement between the consumer and the co-owner pursuant to which all of the co-owner's interest as a beneficiary under the related Sharia Mortgage Loan Security Instrument and the co-owner's interest in the related Mortgaged Property is conveyed to a subsequent owner, which may take the form of an "Assignment Agreement" and an "Amendment of Security Instrument" or an "Assignment Agreement and Amendment of Security Instrument", as applicable. Available Distribution Amount: As to any Distribution Date and each Loan Group, an amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate Account Deposit Date, (iii) any amount deposited in the Certificate Account on the related Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant to Section 4.07, (v) any amount that the Master Servicer is not permitted to withdraw from the Custodial Account or the Certificate Account pursuant to Section 3.16(e), (vi) any amount received by the Trustee pursuant to the Surety Bond in respect of such Distribution Date, (vii) the proceeds of any Pledged Assets received by the Master Servicer and (viii) any additional amounts to be included with respect to such Loan Group, as applicable, pursuant to Section 4.02(j), 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 August 2006 and on or before the Distribution Date in June 2009 and the Class I-A-1 Certificates, 6.00% 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 August 2006 and on or before the Distribution Date in May 2011 and the Class I-A-5 Certificates, 6.00% 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 August 2006 and on or before the Distribution Date in January 2015 and the Class I-A-8 Certificates and Class I-A-16 Certificates, 6.50% 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 August 2006 and on or before the Distribution Date in July 2017 and the Class I-A-13 Certificates, 6.00% 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 August 2006 and any Distribution Date after June 2009 with respect to the Class I-A-1 Certificates, 6.00% per annum. With respect to the Distribution Date in August 2006 and the Distribution Date after May 2011 with respect to the Class I-A-5 Certificates, 6.00% per annum. With respect to the Distribution Date in August 2006 and any Distribution Date after January 2015 with respect to the Class I-A-8 Certificates and Class I-A-16 Certificates, 6.50% per annum. With respect to the Distribution Date in August 2006 and the Distribution Date after July 2017 with respect to the Class I-A-13 Certificates, 6.00% 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 II-A-1, Class I-A-V, Class I-A-P, Class II-A-V, Class II-A-P, Class R-I, Class R-II, Class R-III, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates. Certificate Account: The separate account or accounts created and maintained pursuant to Section 4.01 of the Standard Terms, which shall be entitled "Deutsche Bank Trust Company Americas, as trustee, in trust for the registered holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS9" and which must be an Eligible Account. Certificate Group: With respect to Loan Group I, the Group I Senior Certificates, and with respect to Loan Group II, the Group II Senior Certificates. Certificate Policy: None. 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, 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 then outstanding over (B) the then aggregate Stated Principal Balance of the Mortgage Loans. 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. 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. 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-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 93.24% and will in no event exceed 100%. Class I-A-1 Yield Maintenance Agreement: The agreement, dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class I-A-1 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-5 Yield Maintenance Agreement: The agreement, dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class I-A-5 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-8 and Class I-A-16 Yield Maintenance Agreement: The agreement, dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class I-A-8 Certificates and Class I-A-16 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class I-A-13 Yield Maintenance Agreement: The agreement, dated as of the Closing Date, between the Trustee and the Yield Maintenance Agreement Provider, relating to the Class I-A-13 Certificates, or any replacement, substitute, collateral or other arrangement in lieu thereto. Class II-A Certificates: The Class II-A-1, Class II-A-P and Class II-A-V Certificates. Class II-A Percentage: With respect to any Distribution Date, the percentage equal to the aggregate Certificate Principal Balance of the Group II Senior Certificates, other than the Class II-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 II, other than the Discount Fraction of the Discount Mortgage Loans in Loan Group II, immediately prior to that Distribution Date. The Class II-A Percentage will initially equal approximately 93.21% and will in no event exceed 100%. Class B Certificates: The Class B-1, Class B-2 and Class B-3 Certificates. Class M Certificates: The Class M-1, Class M-2 and Class M-3 Certificates. Class R Certificate: Any one of the Class R-I, 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. Closing Date: July 28, 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 1761 East St. Andrew Place, Santa Ana, California ###-###-####, Attention: Residential Funding Corporation Series 2006-QS9. Cut-off Date: July 1, 2006. 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, 6.25% per annum. With respect to Loan Group II, 7.00% 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 Loan Group II, 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 M-1, Class M-2, Class M-3, Class B-1 and Class B-2 Certificates. Excess Subordinate Principal Amount: With respect to any Distribution Date on which the Certificate Principal Balance of the Class of Subordinate Certificates then outstanding with the Lowest Priority is to be reduced to zero and on which Realized Losses are to be allocated to such Class or Classes, the excess, if any, of (i) the amount that would otherwise be distributable in respect of principal on such class or classes of Certificates on such Distribution Date over (ii) the excess, if any, of the aggregate Certificate Principal Balance of such Class or Classes of Certificates immediately prior to such Distribution Date over the aggregate amount of Realized Losses to be allocated to such Classes of Certificates on such Distribution Date as reduced by any amount calculated 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 Groups on a pro rata basis in accordance with the amount of Realized Losses on the Mortgage Loans in each Loan Group allocated to the Certificates on that Distribution Date. Floater Certificates: Any of the Class I-A-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 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 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-V, Class I-A-P and Class R-I Certificates, which relate to and are payable primarily from the Group I Loans. Group II Senior Certificates: The Class II-A-1, Class II-A-V, Class II-A-P, Class R-II and Class R-III Certificates, which relate to and are payable primarily from the Group II Loans. Initial Monthly Payment Fund: With respect to the Group I Loans, $0.00, representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the August 2006 Due Period, for those Group I Loans for which the Trustee will not be entitled to receive such payment. With respect to the Group II Loans, $0.00, representing scheduled principal amortization and interest at the Net Mortgage Rate payable during the August 2006 Due Period, for those Group II Loans for which the Trustee will not be entitled to receive such payment. Initial Notional Amount: With respect to the Class I-A-V Certificates, the aggregate Cut-off Date Principal Balance of the Group I Loans corresponding to the Uncertificated REMIC I Regular Interests Z1 corresponding to the Uncertificated REMIC II Regular Interests Z1 corresponding to the Uncertificated REMIC III Regular Interests Z1 represented by such Class as of the Cut-off Date, and with respect to the Class II-A-V Certificates, the aggregate Cut-off Date Principal Balance of the Group II Loans corresponding to the Uncertificated REMIC I Regular Interests Z2 corresponding to the Uncertificated REMIC II Regular Interests Z2 corresponding to the Uncertificated REMIC III Regular Interests Z2 represented by such Class as of the Cut-off Date.. With respect to any Subclass issued pursuant to Section 5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans corresponding to the Uncertificated REMIC I Regular Interests Z corresponding to the Uncertificated REMIC II Regular Interests Z corresponding to the Uncertificated REMIC III Regular Interests Z represented by such Subclass as of the Cut-Off Date. Initial Subordinate Class Percentage: With respect to each Class of Subordinate Certificates, an amount which is equal to the initial aggregate Certificate Principal Balance of such Class of Subordinate Certificates divided by the aggregate Stated Principal Balance of all the Mortgage Loans as of the Cut-off Date, as follows: Class M-1: 3.60% Class B-1: 0.50% Class M-2: 1.05% Class B-2: 0.40% Class M-3: 0.80% Class B-3: 0.40% 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-2, Class I-A-6, Class I-A-9, Class I-A-14, Class I-A-V Certificates and Class II-A-V Certificates. The Interest Only Certificates will have no Certificate Principal Balance. Inverse Floater Certificates: Any of the Class I-A-2, Class I-A-6, Class I-A-9 and Class I-A-14 Certificates. 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: Either of Loan Group I or Loan Group II. Loan Group I: The group of Mortgage Loans comprised of the Group I Loans. Loan Group II: The group of Mortgage Loans comprised of the Group II Loans. Lockout Certificates: The Class I-A-4, Class I-A-10 and Class A-17 Certificates. Lockout Percentage: For any Distribution Date occurring prior to the Distribution Date in August 2011, 0%. For any Distribution Date occurring thereafter, as follows: 30% for any Distribution Date on or after August 2011 and prior to August 2012; 40% for any Distribution Date on or after August 2012 and prior to August 2013; 60% for any Distribution Date on or after August 2013 and prior to August 2014; 80% for any Distribution Date on or after August 2014 and prior to August 2015; and 100% for any Distribution Date thereafter. Maturity Date: July 25, 2036, the Distribution Date immediately following the latest scheduled maturity date of any Mortgage Loan. Mortgage: With respect to each Mortgage Note related to a Mortgage Loan which is not a Cooperative Loan, the mortgage, deed of trust or other comparable instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note. With respect to each Obligation to Pay related to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security Instrument. Mortgage Loan Schedule: The list or lists of the Mortgage Loans attached hereto as Exhibit One-I (with respect to Loan Group I) and Exhibit One-II (with respect to Loan Group II) (in each case, as amended from time to time to reflect the addition of Qualified Substitute Mortgage Loans), which list or lists shall set forth the following information as to each Mortgage Loan in the related Loan Group: (i) the Mortgage Loan identifying number ("RFC LOAN #"); (ii) the maturity of the Mortgage Note ("MATURITY DATE"); (iii) the Mortgage Rate ("ORIG RATE"); (iv) the Subservicer pass-through rate ("CURR NET"); (v) the Net Mortgage Rate ("NET MTG RT"); (vi) the Pool Strip Rate ("STRIP"); (vii) the initial scheduled monthly payment of principal, if any, and interest ("ORIGINAL P & I"); (viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL"); (ix) the Loan-to-Value Ratio at origination ("LTV"); (x) the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE"); (xi) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation residence; and (xii) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence. Such schedule may consist of multiple reports that collectively set forth all of the information required. Mortgage Loans: Such of the mortgage loans, including any Sharia Mortgage Loans, transferred and assigned to the Trustee pursuant to Section 2.01 as from time to time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without limitation, (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative Lease and Mortgage File and all rights appertaining thereto, (ii) with respect to each Sharia Mortgage Loan, the related Obligation to Pay, Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Assignment Agreement and Amendment of Security Instrument and Mortgage File and all rights appertaining thereto and (iii) with respect to each Mortgage Loan other than a Cooperative Loan or a Sharia Mortgage Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto. Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, together with any modification thereto. With respect to each Sharia Mortgage Loan, the related Obligation to Pay. Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification thereto other than a Servicing Modification. As to any Sharia Mortgage Loan, the profit factor described in the related Obligation to Pay, or any modification thereto other than a Servicing Modification. Mortgagor: The obligor on a Mortgage Note, or with respect to a Sharia Mortgage Loan, the consumer on an Obligation to Pay. Net WAC Rate: With respect to any Distribution Date and each Loan Group, a per annum rate equal to the weighted average of the Net Mortgage Rates of the related Mortgage Loans weighted on the basis of the respective Stated Principal Balance of each such Mortgage Loan as of the beginning of the related Due Period, using the Net Mortgage Rates in effect for the scheduled payments due on those Mortgage Loans during such Due Period. Notional Amount: As of any Distribution Date, (i) with respect to the Class I-A-2 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-1 Certificates immediately prior to such date; provided, however, for federal income tax purposes, as of any Distribution Date, with respect to the Class I-A-2 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC II Regular Interest R; (ii) with respect to the Class I-A-6 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-5 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-6 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC II Regular Interest T; (iii) with respect to the I-A-9 Certificates, an amount equal to the aggregate Certificate Principal Balance of the Class I-A-8 Certificates and Class I-A-16 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-9 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC II Regular Interests U; (iv) with respect to the Class I-A-14 Certificates, an amount equal to the Certificate Principal Balance of the Class I-A-13 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-14 Certificates, the equivalent of the foregoing, expressed as the Uncertificated Principal Balance of Uncertificated REMIC II Regular Interest W; (v) 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 REMIC I Regular Interests Z1 corresponding to the Uncertificated REMIC II Regular Interests Z1 corresponding to the Uncertificated REMIC III Regular Interests Z1 represented by such Class or Subclass immediately prior to such date; and (vi) 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 corresponding to the Uncertificated REMIC I Regular Interests Z2 corresponding to the Uncertificated REMIC II Regular Interests Z2 corresponding to the Uncertificated REMIC III Regular Interests Z2 represented by such Class or Subclass immediately prior to such date. Obligation to Pay: The originally executed obligation to pay or similar agreement evidencing the obligation of the consumer under a Sharia Mortgage Loan, together with any modification thereto. Pass-Through Rate: With respect to the Senior Certificates (other than the Adjustable Rate Certificates, Class A-V Certificates and Class A-P Certificates) and any Distribution Date, the per annum rates set forth in the Preliminary Statement hereto. o With respect to the Class I-A-1 Certificates and the initial Interest Accrual Period, 5.70% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.40%, with a maximum rate of the Available Funds Cap and a minimum rate of 0.40% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 6.00%. o With respect to the Class I-A-2 Certificates and the initial Interest Accrual Period, 0.30% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.60% minus LIBOR, with a maximum rate of 5.60% per annum and a minimum rate of 0.00% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.60%. o With respect to the Class I-A-5 Certificates and the initial Interest Accrual Period, 6.00% 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. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 6.00%. o With respect to the Class I-A-6 Certificates and the initial Interest Accrual Period, 0.00% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.30% minus LIBOR, with a maximum rate of 5.30% per annum and a minimum rate of 0.00% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.30%. o With respect to the Class I-A-8 Certificates and the initial Interest Accrual Period, 5.95% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.65%, with a maximum rate of the Available Funds Cap and a minimum rate of 0.65% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 6.50%. o With respect to the Class I-A-9 Certificates and the initial Interest Accrual Period, 0.55% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.85% minus LIBOR, with a maximum rate of 5.85% per annum and a minimum rate of 0.00% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.85%. o With respect to the Class I-A-13 Certificates and the initial Interest Accrual Period, 6.00% 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. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 6.00%. o With respect to the Class I-A-14 Certificates and the initial Interest Accrual Period, 0.00% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to 5.30% minus LIBOR, with a maximum rate of 5.30% per annum and a minimum rate of 0.00% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 5.30%. o With respect to the Class I-A-16 Certificates and the initial Interest Accrual Period, 5.95% per annum, and as to any Interest Accrual Period thereafter, a per annum rate equal to LIBOR plus 0.65%, with a maximum rate of the Available Funds Cap and a minimum rate of 0.65% per annum. For federal income tax purposes, the Pass-Through Rate described above will be subject to a maximum rate equal to 6.50%. 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 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 Rates are equal to 0.6370% and 0.2729% 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 corresponding to the Uncertificated REMIC I Regular Interests Z corresponding to the Uncertificated REMIC II Regular Interests Z corresponding to the Uncertificated REMIC III Regular Interests Z represented by such Subclass as of the Due Date in the related Due Period, weighted on the basis of the respective Stated Principal Balances of such Mortgage Loans as of the day immediately preceding such Distribution Date (or with respect to the initial Distribution Date, at the close of business on the Cut-off Date). The Class A-P Certificates have no Pass-Through Rate and are not entitled to Accrued Certificate Interest. The Pass-Through Rate on the Class M Certificates and Class B Certificates is equal to the weighted average of 6.25% per annum and 7.00% per annum weighted on the basis of the Subordinate Percentage of Loan Group I and Loan Group II, respectively. The Pass-Through Rate on the Class M Certificates and Class B Certificates with respect to the initial Interest Accrual Period is approximately 6.4021% per annum. Pool Strip Rate: With respect to each Mortgage Loan in any Loan Group, a per annum rate equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) the Discount Net Mortgage Rate for such Loan Group (but not less than 0.00%) per annum. Prepayment Assumption: With respect to each Loan Group, the prepayment assumption to be used for determining the accrual of original issue discount and premium and market discount on the related Certificates for federal income tax purposes, which assumes a prepayment rate equal to the product of (x) 75% and (y) 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 and each Loan Group, under the applicable circumstances set forth below, the respective percentages set forth below: (i) For any Distribution Date prior to the Distribution Date in April 2011 (unless the Certificate Principal Balances of the related Senior Certificates (other than the related Class A-P Certificates), have been reduced to zero), 0%. (ii) For any Distribution Date not discussed in clause (i) above on which any Class of Subordinate Certificates are outstanding: (a) in the case of the Class of Subordinate Certificates then outstanding with the Highest Priority and each other Class of Subordinate Certificates for which the related Prepayment Distribution Trigger has been satisfied, a fraction, expressed as a percentage, the numerator of which is the Certificate Principal Balance of such Class immediately prior to such date and the denominator of which is the sum of the Certificate Principal Balances immediately prior to such date of (1) the Class of Subordinate Certificates then outstanding with the Highest Priority and (2) all other Classes of Subordinate Certificates for which the respective Prepayment Distribution Triggers have been satisfied; and (b) in the case of each other Class of Subordinate Certificates for which the Prepayment Distribution Triggers have not been satisfied, 0%; and (iii) Notwithstanding the foregoing, if the application of the foregoing percentages on any Distribution Date as provided in Section 4.02 of this Series Supplement (determined without regard to the proviso to the definition of "Subordinate Principal Distribution Amount") would result in a distribution in respect of principal of any Class or Classes of Subordinate Certificates in an amount greater than the remaining Certificate Principal Balance thereof (any such class, a "Maturing Class"), then: (a) the Prepayment Distribution Percentage of each Maturing Class shall be reduced to a level that, when applied as described above, would exactly reduce the Certificate Principal Balance of such Class to zero; (b) the Prepayment Distribution Percentage of each other Class of Subordinate Certificates (any such Class, a "Non-Maturing Class") shall be recalculated in accordance with the provisions in paragraph (ii) above, as if the Certificate Principal Balance of each Maturing Class had been reduced to zero (such percentage as recalculated, the "Recalculated Percentage"); (c) the total amount of the reductions in the Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to clause (a) of this sentence, expressed as an aggregate percentage, shall be allocated among the Non-Maturing Classes in proportion to their respective Recalculated Percentages (the portion of such aggregate reduction so allocated to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of such Distribution Date, the Prepayment Distribution Percentage of each Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution Percentage thereof, calculated in accordance with the provisions in paragraph (ii) above as if the Certificate Principal Balance of each Maturing Class had not been reduced to zero, plus (2) the related Adjustment Percentage. Prepayment Distribution Trigger: With respect to any Distribution Date and any Class of Subordinate Certificates (other than the Class M-1 Certificates), a test that shall be satisfied if the fraction (expressed as a percentage) equal to the sum of the Certificate Principal Balances of such Class and each Class of Subordinate Certificates with a Lower Priority than such Class immediately prior to such Distribution Date divided by the aggregate Stated Principal Balance of all of the Mortgage Loans (or REO Properties) immediately prior to such Distribution Date is greater than or equal to the sum of the Initial Subordinate Class Percentages of such Class and each Class of Subordinate Certificates with a Lower Priority. Principal Only Certificates: Any one of the Class 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 II Regular Interest, other than any Uncertificated REMIC II Regular Interest Z, 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 Z, the Class A-V Certificates or Subclass thereof issued pursuant to Section 5.01(c) representing the Uncertificated REMIC III Regular Interest Z corresponding to such Uncertificated REMIC II Regular Interest Z. 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 Mortgage Loans and the related Mortgage Files, (ii) all payments and collections in respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as belonging to the Trust Fund, including the proceeds from the liquidation of Additional Collateral for any Additional Collateral Loan, but not including amounts on deposit in the Initial Monthly Payment Fund, (iii) property which secured a Mortgage Loan and which has been acquired for the benefit of the Certificateholders by foreclosure or deed in lieu of foreclosure, (iv) the hazard insurance policies and Primary Insurance Policies, if any, the Pledged Assets with respect to each Pledged Asset Mortgage Loan, and the interest in the Surety Bond transferred to the Trustee pursuant to Section 2.01 herein, and (v) all proceeds of clauses (i) through (iv) above. REMIC I Certificates: The Class R-I Certificates. REMIC I X Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interests X-I and X-II will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix I. REMIC I X-I Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I X-I Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest X-I on such Distribution Date in reduction of the principal balance thereof. REMIC I X-I Principal Reduction Amount: The REMIC I X Principal Reduction Amount for the Uncertificated REMIC I Regular Interest X-I as determined pursuant to the provisions of Appendix I. REMIC I X-II Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I X-II Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest X-II on such Distribution Date in reduction of the principal balance thereof. REMIC I X-II Principal Reduction Amount: The REMIC I X Principal Reduction Amount for the Uncertificated REMIC I Regular Interest X-II as determined pursuant to the provisions of Appendix I. REMIC I Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interests Y-I and Y-II will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the excess of the Available Distribution Amount for the related Loan Group (i.e. the "related Loan Group" for the Uncertificated REMIC I Regular Interest Y-I are the Group I Loans, the "related Loan Group" for the Uncertificated REMIC I Regular Interest Y-II is the Group II Loans) over the sum of the amounts thereof distributable (i) in respect of Uncertificated Accrued Interest on such regular interest, the related Uncertificated REMIC I Regular Interest X-I or X-II, as applicable, and the Uncertificated REMIC I Regular Interests Z relating to Mortgage Loans in the related Loan Group(s), (ii) to the Uncertificated REMIC I Regular Interests pursuant to clause (C)(1) of the definition of "Uncertificated REMIC I Distribution Amount", (iii) to the Uncertificated REMIC I Regular Interest A-P-L, and (iv) in the case of the Group I Loans and the Group II Loans, to the Class R-I Certificates and (y) the amount of Realized Losses allocable to principal for the related Loan Group(s) over (B) the REMIC I X Principal Reduction Amount for the related Loan Group. REMIC I Y-I Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-I Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest Y-I on such Distribution Date in reduction of the principal balance thereof. REMIC I Y-I Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for the Uncertificated REMIC I Regular Interest Y-I as determined pursuant to the provisions of Appendix I. REMIC I Y-II Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I Y-II Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the Uncertificated REMIC I Regular Interest Y-II on such Distribution Date in reduction of the principal balance thereof. REMIC I Y-II Principal Reduction Amount: The REMIC I Y Principal Reduction Amount for the Uncertificated REMIC I Regular Interest Y-II as determined pursuant to the provisions of Appendix I. REMIC II: The segregated pool of assets consisting of the Uncertificated REMIC I Regular Interests, with respect to which a separate REMIC election is to be made. REMIC II Certificates: The Class R-II Certificates. REMIC III: The segregated pool of assets consisting of 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 Loan Group and any Distribution Date occurring on or prior to the 60th Distribution Date, 100%. With respect to any Distribution Date thereafter and such Loan Group as follows: (i) for any Distribution Date after the 60th Distribution Date but on or prior to the 72nd Distribution Date, the related Senior Percentage for such Distribution Date plus 70% of the related Subordinate Percentage for such Distribution Date; (ii) for any Distribution Date after the 72nd Distribution Date but on or prior to the 84th Distribution Date, the related Senior Percentage for such Distribution Date plus 60% of the related Subordinate Percentage for such Distribution Date; (iii) for any Distribution Date after the 84th Distribution Date but on or prior to the 96th Distribution Date, the related Senior Percentage for such Distribution Date plus 40% of the related Subordinate Percentage for such Distribution Date; (iv) for any Distribution Date after the 96th Distribution Date but on or prior to the 108th Distribution Date, the related Senior Percentage for such Distribution Date plus 20% of the related Subordinate Percentage for such Distribution Date; and (v) for any Distribution Date thereafter, the related Senior Percentage for such Distribution Date; provided, however, (i) that any scheduled reduction to the Senior Accelerated Distribution Percentage described above for either Loan Group shall not occur as of any Distribution Date unless either: (a)(1)(X) the outstanding principal balance of the Mortgage Loans in both Loan Groups delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Subordinate Certificates, is less than 50% or (Y) the outstanding principal balance of Mortgage Loans in both Loan Groups delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans in the both Loan Groups averaged over the last six months, does not exceed 2% and (2) Realized Losses on the Mortgage Loans in both Loan Groups to date for such Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates; or (b)(1) the outstanding principal balance of Mortgage Loans in both Loan Groups delinquent 60 days or more (including Mortgage Loans which are in foreclosure, have been foreclosed or otherwise liquidated, or with respect to which the Mortgagor is in bankruptcy and any REO Property) averaged over the last six months, as a percentage of the aggregate outstanding principal balance of all Mortgage Loans averaged over the last six months, does not exceed 4% and (2) Realized Losses on the Mortgage Loans in both Loan Groups to date for such Distribution Date, if occurring during the sixth, seventh, eighth, ninth or tenth year (or any year thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of the Initial Certificate Principal Balances of the Subordinate Certificates; and (ii) that for any Distribution Date on which the related Senior Percentage is greater than the related Senior Percentage as of the Closing Date, the related Senior Accelerated Distribution Percentage for such Distribution Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the Certificate Principal Balances of the Senior Certificates related to a Loan Group (other than the related Class A-P Certificates, if any) to zero, the related Senior Accelerated Distribution Percentage shall thereafter be 0%. Senior Certificate: Any one of the Group I Senior Certificates or Group II Senior Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed to the Standard Terms as Exhibit A and Exhibit D. Senior Interest Distribution Amount: With respect to any Distribution Date and Loan Group, the amount of Accrued Certificate Interest required to be distributed from the related Available Distribution Amount to the Holders of the related Senior Certificates for that Distribution Date. Senior Percentage: The Class I-A Percentage or Class II-A Percentage, as applicable. Senior Principal Distribution Amount: With respect to any Distribution Date and Loan Group the lesser of (a) the balance of the related Available Distribution Amount remaining after the distribution of all amounts required to be distributed therefrom pursuant to Section 4.02(a)(i) and Section 4.02(a)(ii)(X) (excluding any amount distributable pursuant to clause (E) of the definition of "Class A-P Principal Distribution Amount"), and (b) the sum of the amounts required to be distributed to the Senior Certificateholders of the related Certificate Group, other than the related Class 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-17 Certificates. Sharia Mortgage Loan: A declining balance co-ownership transaction, structured so as to comply with Islamic religious law. Sharia Mortgage Loan Co-Ownership Agreement: The agreement that defines the relationship between the consumer and co-owner and the parties' respective rights under a Sharia Mortgage Loan, including their respective rights with respect to the indicia of ownership of the related Mortgaged Property. Sharia Mortgage Loan Security Instrument: The mortgage, security instrument or other comparable instrument creating a first lien on an estate in fee simple or leasehold interest in real property securing an Obligation to Pay. Subordinate Certificate: Any one of the Class M Certificates or Class B-1, Class B-2 and Class B-3 Certificates, executed by the Trustee and authenticated by the Certificate Registrar substantially in the form annexed hereto as Exhibit B and Exhibit C, respectively. Subordinate Class Percentage: With respect to any Distribution Date and any Class of Subordinate Certificates, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of such Class of Subordinate Certificates immediately prior to such date and the denominator of which is the aggregate Stated Principal Balance of all of the Mortgage Loans (or REO Properties) (other than the Discount Fraction of each Discount Mortgage Loan) immediately prior to such Distribution Date. Subordinate Percentage: With respect to any Loan Group, as of any date of determination a percentage equal to 100% minus the related Senior Percentage as of that date. Subordinate Principal Distribution Amount: With respect to any Distribution Date and Loan Group and each Class of Subordinate Certificates, (a) the sum of the following: (i) such Class's pro rata share, based on the Certificate Principal Balance of each Class of Subordinate Certificates then outstanding, of the aggregate of the amounts calculated (without giving effect to the related Senior Percentages) for such Distribution Date for the related Loan Group under clauses (1), (2) and (3) of Section 4.02(a)(ii)(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 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 Subordinate Certificates with the Highest Priority, any related Excess Subordinate Principal Amount for the related Loan Group for such Distribution Date not paid to the related Senior Certificates; and (v) any amounts described in clauses (i), (ii) and (iii) as determined for any previous Distribution Date, that remain undistributed to the extent that such amounts are not attributable to Realized Losses which have been allocated to a Class of Subordinate Certificates minus (b) the sum of (i) with respect to the Class of Subordinate Certificates with the Lowest Priority, any related Excess Subordinate Principal Amount for such Distribution Date; and (ii) the related Capitalization Reimbursement Amount for such Loan Group and Distribution Date, other than the related Discount Fraction of any portion of that amount related to each related Discount Mortgage Loan in the related Loan Group, multiplied by a fraction, the numerator of which is the Subordinate Principal Distribution Amount for such Class of Subordinate Certificates, without giving effect to this clause (b)(ii), and the denominator of which is the sum of the principal distribution amounts for all Classes of Certificates (other than the Class A-P Certificates), without giving effect to any reductions for the Capitalization Reimbursement Amount. Super Senior Certificates: Any of the Class I-A-1, Class I-A-4, Class I-A-7, Class I-A-8 and Class I-A-10 Certificates. Uncertificated Accrued Interest: With respect to each Distribution Date, (i) as to each Uncertificated REMIC I Regular Interest other than each Uncertificated REMIC I Regular Interest Z, an amount equal to one month's interest at the related Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of such Uncertificated REMIC I Regular Interest, (ii) 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 (iii) as to each Uncertificated REMIC I Regular Interest Z, Uncertificated REMIC II Regular Interest Z and Uncertificated REMIC III Regular Interest Z, an amount equal to one month's interest at the Pool Strip Rate of the related Mortgage Loan on the principal balance of such Mortgage Loan reduced by such regular interest's pro-rata share of any prepayment interest shortfalls or other reductions of interest allocable to the related Class A-V Certificates. Uncertificated Pass-Through Rate: With respect to each of the Uncertificated REMIC I Regular Interests, other than the Uncertificated REMIC I Regular Interests Z, the per annum rate specified in the definition of Uncertificated REMIC I Regular Interests. With respect to each 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 I Regular Interest Z, Uncertificated REMIC II Regular Interest Z and each Uncertificated REMIC III Regular Interest Z, the Pool Strip Rate for the related Mortgage Loan. Uncertificated Principal Balance: With respect to each Uncertificated REMIC I Regular Interest, as defined in the definition of Uncertificated REMIC I Regular Interest. With respect to each Uncertificated REMIC II Regular Interest, as defined in the definition of Uncertificated REMIC II Regular Interest. Uncertificated REMIC I Distribution Amount: For any Distribution Date, the Available Distribution Amount shall be distributed to the Uncertificated REMIC I Regular Interests and the Class R-I Certificates in the following amounts and priority: (A) To the extent of the Available Distribution Amount for Loan Group I: (1) first, to the Uncertificated REMIC I Regular Interests Z1, Uncertificated Accrued Interest thereon for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; (2) second, to the Uncertificated REMIC I Regular Interest I-A-P-L, an amount equal to the sum of the Class A-P Principal Distribution Amounts for Loan Group I; (3) third, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, concurrently, the Uncertificated Accrued Interest for such regular interests and the Accrued Certificate Interest for such Certificates remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts; (4) fourth, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, concurrently, the Uncertificated Accrued Interest for such regular interests or the Accrued Certificate Interest for such Certificates for the current Distribution Date, pro rata according to their respective shares of such amounts; and (5) fifth, to the Uncertificated REMIC I Regular Interests X-I and Y-I and the Class R-I Certificates, the REMIC I X-I Principal Distribution Amount, the REMIC I Y-I Principal Distribution Amount and the Class R-I Certificate principal distribution amount, respectively. (B) To the extent of the Available Distribution Amount for Loan Group II: (1) first, to the Uncertificated REMIC I Regular Interests Z2, Uncertificated Accrued Interest thereon for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; (2) second, to the Uncertificated REMIC I Regular Interest II-A-P-L, an amount equal to the sum of the Class A-P Principal Distribution Amounts for Loan Group II; (3) third, to the Uncertificated REMIC I Regular Interests X-II and Y-II, concurrently, the Uncertificated Accrued Interest thereon remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid amounts; (4) fourth, to the Uncertificated REMIC I Regular Interests X-II and Y-II, concurrently, the Uncertificated Accrued Interest thereon for the current Distribution Date, pro rata according to their respective shares of such amounts; and (5) fifth, to the Uncertificated REMIC I Regular Interests X-II and Y-II, the REMIC I X-II Principal Distribution Amount and the REMIC I Y-II Principal Distribution Amount, respectively. (C) To the extent of the Available Distribution Amounts for Loan Groups I and II for such Distribution Date remaining after payment of the amounts pursuant to paragraphs (A) and (B) of this definition of "Uncertificated REMIC I Distribution Amount": (1) first, to each Uncertificated REMIC I Regular Interest, pro rata according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to each such regular interest, the aggregate amount of any distributions to the Certificates as reimbursement of such Realized Losses on such Distribution Date pursuant to Section 4.02(e); provided, however, that any amounts distributed pursuant to this paragraph (C)(1) of this definition of "Uncertificated REMIC I Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the Uncertificated REMIC I Regular Interests; and (2) second, to the Class R-I Certificates, any remaining amount. On each Distribution Date the Trustee shall be deemed to distribute from REMIC II, in the priority set forth in the definition of the Uncertificated REMIC II Distribution Amount to itself as the holder of the Uncertificated REMIC II Regular Interests and to the holders of the Class R-II Certificates as the holders of the residual interest in REMIC II the amounts distributable thereon from the amounts deemed to have been received by REMIC II from REMIC I under this definition. 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) 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(e). 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 Regular Interest Pass-Through Rate Initial Principal Balance - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- X-I 6.25% $214,125.20 - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- X-II 7.00% $54,450.92 - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- Y-I 6.25% $429,783,091.58 - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- Y-II 7.00% $108,847,390.63 - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- I-A-P-L 0.00% $622,408.08 - -------------------------------------------- ------------------- -------------------------------- - -------------------------------------------- ------------------- -------------------------------- II-A-P-L 0.00% $595,890.77 - -------------------------------------------- ------------------- -------------------------------- 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(b)(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(e), 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(b). - ----------------------- --------------------------------- ------------------ -------------------- Uncertificated REMIC Related Classes of Certificates Pass-Through Rate Initial Principal II Regular Interest Balance - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- R Class I-A-1, Class I-A-2 6.00% $60,000,000.00 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- S Class I-A-3, Class I-A-4, Class 6.00% $134,046,650.00 I-A-7, Class I-A-12, Class I-A-17 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- T Class I-A-5, Class I-A-6 6.00% $25,000,000.00 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- U Class I-A-8, Class I-A-9, Class 6.50% $77,500,000.00 I-A-16 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- V Class I-A-10, Class I-A-11 6.50% $45,801,650.00 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- W Class I-A-13, Class I-A-14 6.00% $20,000,000.00 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- I-A-P-M Class I-A-P 0.00% $622,408.08 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- II-A-P-M Class II-A-P 0.00% $595,890.77 - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- X Class I-A-15, Class II-A-1, 7.00% $140,091,800.00 Class R-III - ----------------------- --------------------------------- ------------------ -------------------- - ----------------------- --------------------------------- ------------------ -------------------- Y Class M-1, Class M-2, Class The weighted $36,458,859.33 M-3, Class B-1, Class B-2, average of the Class B-3 Uncertificated Pass-Through Rates for Uncertificated REMIC I Regular Interests X-I and X-II - ----------------------- --------------------------------- ------------------ -------------------- Uncertificated REMIC I Regular Interests Z: Each of the Uncertificated REMIC I Regular Interests Z1 and Uncertificated REMIC I Regular Interests Z2. Uncertificated REMIC I Regular Interests Z1: Each of the 1,944 uncertificated partial undivided beneficial ownership interests in REMIC I, numbered sequentially from 1 to 1,944, each relating to the particular Mortgage Loan in Loan Group I 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 Z2: Each of the 464 uncertificated partial undivided beneficial ownership interests in REMIC I, numbered sequentially from 1 to 464, each relating to the particular Mortgage Loan in Loan Group II 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: Each of the Uncertificated REMIC II Regular Interests Z1 and Uncertificated REMIC II Regular Interests Z2. Uncertificated REMIC II Regular Interests Z1: Each of the 1,944 uncertificated partial undivided beneficial ownership interests in REMIC II numbered sequentially from 1 to 1,944, each relating to the identically numbered Uncertificated REMIC I Regular Interests Z1, 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 Z2: Each of the 464 uncertificated partial undivided beneficial ownership interests in REMIC II numbered sequentially from 1 to 464, each relating to the identically numbered Uncertificated REMIC I Regular Interests Z2, 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. 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 Z: Each of the Uncertificated REMIC III Regular Interests Z1 and Uncertificated REMIC III Regular Interests Z2. Uncertificated REMIC III Regular Interests Z1: Each of the 1,944 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 1,944, each relating to the identically numbered Uncertificated REMIC II Regular Interests Z1, 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 Z1, 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 464 uncertificated partial undivided beneficial ownership interests in REMIC III numbered sequentially from 1 through 464, each relating to the identically numbered Uncertificated REMIC II Regular Interests Z2, 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 Z2, 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 Z Distribution Amount: With respect to any Distribution Date, the sum of the amounts deemed to be distributed on the Uncertificated REMIC III Regular Interests Z for such Distribution Date pursuant to Section 10.04. 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(n) on such Distribution Date). Undercollateralized Certificate Group: With respect any Distribution Date, a Certificate Group for which the related Undercollateralized Amount exceeds zero. Underwriters: Deutsche Bank Securities Inc. and Residential Funding Securities, LLC. Yield Maintenance Agreement: Each of the Class I-A-1 Yield Maintenance Agreement, Class I-A-5 Yield Maintenance Agreement, Class I-A-8 and Class I-A-16 Yield Maintenance Agreement and Class I-A-13 Yield Maintenance Agreement Yield Maintenance Agreement Provider: The Bank of New York, 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. References in the Pooling and Servicing Agreement to "interest" on and "principal" of the Mortgage Loans shall mean, with respect to the Sharia Mortgage Loans, amounts in respect profit payments and acquisition payments, respectively. 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 Telerate Screen Page 3750 of the Moneyline Telerate Capital Markets Report 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, 5.30% 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 the Pass-Through Rates on each of the Adjustable Rate Certificates for the current and the immediately preceding Interest Accrual Period via the Trustee's website, which may be obtained by telephoning the Trustee at ###-###-####. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES Section 2.01 Conveyance of Mortgage Loans. (a) (See Section 2.01(a) of the Standard Terms). (b) In connection with such assignment, except as set forth in Section 2.01(c) and subject to Section 2.01(d) below, the Company does hereby deliver to, and deposit with, the Trustee, or to the Custodian on behalf of the Trustee, the following documents or instruments (or copies thereof as permitted by this Section) (I) with respect to each Mortgage Loan so assigned (other than a Cooperative Loan or a Sharia Mortgage Loan): (i) The original Mortgage Note, endorsed without recourse in blank or to the order of the Trustee, and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note, an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the Mortgage with evidence of recording indicated thereon; (iii) Unless the Mortgage Loan is registered on the MERS® System, an original Assignment of the Mortgage to the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage with evidence of recording indicated thereon; and (v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan or a copy of each modification, assumption agreement or preferred loan agreement. (II) [Reserved]: (III) with respect to each Sharia Mortgage Loan so assigned: (i) The original Obligation to Pay, endorsed without recourse in blank or to the order of the Trustee and showing an unbroken chain of endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Obligation to Pay, an original affidavit from the related Seller or Residential Funding stating that the original Obligation to Pay was lost, misplaced or destroyed, together with a copy of the related Obligation to Pay; (ii) The original Sharia Mortgage Loan Security Instrument, with evidence of recording indicated thereon or a copy of the Sharia Mortgage Loan Security Instrument with evidence of recording indicated thereon; (iii) An original Assignment and Amendment of Security Instrument, assigned to the Trustee with evidence of recording indicated thereon or a copy of such Assignment and Amendment of Security Instrument with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Sharia Mortgage Loan Security Instrument showing an unbroken chain of title from the originator thereof to the Person assigning it to the Trustee with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Sharia Mortgage Loan Security Instrument with evidence of recording indicated thereon; (v) The original Sharia Mortgage Loan Co-Ownership Agreement with respect to the related Sharia Mortgage Loan or a copy of such Sharia Mortgage Loan Co-Ownership Agreement; and (vi) The original of each modification or assumption agreement, if any, relating to such Sharia Mortgage Loan or a copy of each modification or assumption agreement. (c) The Company may, in lieu of delivering the original of the documents set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or copies thereof as permitted by Section 2.01(b)) to the Trustee or to the Custodian on behalf of the Trustee, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or instruments set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v), Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and Sections 2.01(b)(III) (ii), (iii), (iv), (v) and (vi) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such documents to the Trustee or to the Custodian on behalf of the Trustee. The parties hereto agree that it is not intended that any Mortgage Loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana House Enrolled Act No. 1229, effective as of January 1, 2005. (d) Notwithstanding the provisions of Section 2.01(c), in connection with any Mortgage Loan, if the Company cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the Company shall deliver or cause to be delivered to the Trustee or to the Custodian on behalf of the Trustee a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Company (i) shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause (I)(iii) of Section 2.01(b), except (a) in states where, in the opinion of counsel acceptable to the Trustee and the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Company or the originator of such Mortgage Loan or (b) if MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for the Seller and its successors and assigns, (ii) shall promptly cause to be filed the Form UCC-3 assignment and UCC-1 financing statement referred to in clauses (II)(vii) and (x), respectively, of Section 2.01(b) and (iii) shall promptly cause to be recorded in the appropriate public recording office for real property records the Assignment Agreement and Amendment of Security Instrument referred to in clause (III)(iii) of Section 2.01(b). If any Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to the Company because of any defect therein, the Company shall prepare a substitute Assignment, Assignment Agreement and Amendment of Security Instrument, Form UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and cause such Assignment or Assignment Agreement and Amendment of Security Instrument to be recorded in accordance with this paragraph. The Company shall promptly deliver or cause to be delivered to the Trustee or to the Custodian on behalf of the Trustee such Mortgage or Assignment or Assignment Agreement and Amendment of Security Instrument or Form UCC-3 or Form UCC-1, as applicable, (or copy thereof as permitted by Section 2.01(b)) with evidence of recording indicated thereon at the time specified in Section 2.01(c). In connection with its servicing of Cooperative Loans, the Master Servicer will use its best efforts to file timely continuation statements with regard to each financing statement and assignment relating to Cooperative Loans as to which the related Cooperative Apartment is located outside of the State of New York. If the Company delivers to the Trustee or to the Custodian on behalf of the Trustee any Mortgage Note, Obligation to Pay, Assignment Agreement and Amendment of Security Instrument or Assignment of Mortgage in blank, the Company shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note, Obligation to Pay, Assignment Agreement and Amendment of Security Instrument and Assignment of Mortgage in the name of the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(I)(ii), (iii), (iv) and (v), Sections 2.01(b)(II)(vi) and (vii) and Sections 2.01(b)(III)(ii), (iii) and (iv) that may be delivered as a copy rather than the original may be delivered to the Trustee or to the Custodian on behalf of the Trustee. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Company further agrees that it will cause, at the Company's own expense, within 30 Business Days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Company to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Company further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. (e) (See Section 2.01(e) of the Standard Terms). (f) It is intended that the conveyance by the Company to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be and the Uncertificated REMIC Regular Interests, if any (as provided for in Section 2.06), be construed as a sale by the Company to the Trustee of the Mortgage Loans and any Uncertificated REMIC Regular Interests for the benefit of the Certificateholders. Further, it is not intended that such conveyance be deemed to be a pledge of the Mortgage Loans and any Uncertificated REMIC Regular Interests by the Company to the Trustee to secure a debt or other obligation of the Company. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in Section 2.01 shall be deemed to be, and hereby is, (1) a grant by the Company to the Trustee of a security interest in all of the Company's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the following: (A) the Mortgage Loans, including (i) with respect to each Cooperative Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate and Cooperative Lease, (ii) with respect to each Sharia Mortgage Loan, the related Sharia Mortgage Loan Security Instrument, Sharia Mortgage Loan Co-Ownership Agreement, Obligation to Pay and Assignment Agreement and Amendment of Security Instrument, (iii) with respect to each Mortgage Loan other than a Cooperative Loan or a Sharia Mortgage Loan, the related Mortgage Note and Mortgage, and (iv) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with the terms thereof, (C) any Uncertificated REMIC Regular Interests and (D) all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Company to the Trustee of any security interest in any and all of Residential Funding's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Company pursuant to the Assignment Agreement; (c) the possession by the Trustee, any Custodian on behalf of the Trustee or any other agent of the Trustee of Mortgage Notes or such other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in effect (including, without limitation, Sections 8-106, 9-313, 9-314 and 9-106 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for (as applicable) the Trustee for the purpose of perfecting such security interest under applicable law. The Company and, at the Company's direction, Residential Funding and the Trustee shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were determined to create a security interest in the Mortgage Loans, any Uncertificated REMIC Regular Interests and the other property described above, such security interest would be determined to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Company shall prepare and deliver to the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Company, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans and any Uncertificated REMIC Regular Interests, as evidenced by an Officers' Certificate of the Company, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Company or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change in the Trustee's name), (2) any change of type or jurisdiction of organization of Residential Funding or the Company, (3) any transfer of any interest of Residential Funding or the Company in any Mortgage Loan or (4) any transfer of any interest of Residential Funding or the Company in any Uncertificated REMIC Regular Interest. (g) The Master Servicer hereby acknowledges the receipt by it of each Initial Monthly Payment Fund. The Master Servicer shall hold each Initial Monthly Payment Fund in the Custodial Account and shall include the related Initial Monthly Payment Fund in the Available Distribution Amount for the each Loan Group for the initial Distribution Date. Notwithstanding anything herein to the contrary, neither Initial Monthly Payment Fund shall be an asset of any REMIC. To the extent that either Initial Monthly Payment Fund constitutes a reserve fund for federal income tax purposes, (1) it shall be an outside reserve fund and not an asset of any REMIC, (2) it shall be owned by the Seller and (3) amounts transferred by any REMIC to such Initial Monthly Payment Fund shall be treated as transferred to the Seller or any successor, all within the meaning of Section 1.860G-2(h) of the Treasury Regulations. (h) (See Section 2.01(h) of the Standard Terms). (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; (iv) To the best of the Company's knowledge, if a Mortgage Loan is secured by a Mortgaged Property with a Loan-to-Value Ratio at origination in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance Policy that insures (a) at least 35% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 100.00% and 95.01%, (b) at least 30% of the Stated Principal Balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00% and 90.01%, (c) at least 25% of such balance if the Loan-to-Value Ratio is between 90.00% and 85.01% and (d) at least 12% of such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the Company's knowledge, each such Primary Insurance Policy is in full force and effect and the Trustee is entitled to the benefits thereunder; (v) The issuers of the Primary Insurance Policies are insurance companies whose claims-paying abilities are currently acceptable to each Rating Agency; (vi) No more than 0.1% 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 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 1.8% 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 California, and no more than 1.1% 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 California; (vii) The improvements upon the Mortgaged Properties are insured against loss by fire and other hazards as required by the Program Guide, including flood insurance if required under the National Flood Insurance Act of 1968, as amended. The Mortgage requires the Mortgagor to maintain such casualty insurance at the Mortgagor's expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's expense and to seek reimbursement therefor from the Mortgagor; (viii) Immediately prior to the assignment of the Mortgage Loans to the Trustee, the Company had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or security interest (other than rights to servicing and related compensation) and such assignment validly transfers ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; (ix) No more than 49.8% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, no more than 14.8% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and no more than 11.1% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no income/no asset program; no more than 42.6% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a reduced loan documentation program, no more than 14.3% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date were underwritten under a no-stated income program, and no more than 18.8% of the Group II Loans were underwritten under a no income/no asset program; (x) Except with respect to no more than 22.8% of the Group I Loans by aggregate Stated Principal Balance as of the Cut-off Date, and no more than 23.3% of the Group II Loans by aggregate Stated Principal Balance as of the Cut-off Date, the Mortgagor represented in its loan application with respect to the related Mortgage Loan that the Mortgaged Property would be owner-occupied; (xi) None of the Mortgage Loans is a Buy-Down Mortgage Loan; (xii) Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1), (2), (4), (5) and (6), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5) and (6); (xiii) A policy of title insurance was effective as of the closing of each Mortgage Loan and is valid and binding and remains in full force and effect, unless the Mortgaged Properties are located in the State of Iowa and an attorney's certificate has been provided as described in the Program Guide; (xiv) None of the Group I Loans or Group II Loans are Cooperative Loans; (xv) With respect to each Mortgage Loan originated under a "streamlined" Mortgage Loan program (through which no new or updated appraisals of Mortgaged Properties are obtained in connection with the refinancing thereof), the related Seller has represented that either (a) the value of the related Mortgaged Property as of the date the Mortgage Loan was originated was not less than the appraised value of such property at the time of origination of the refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of the Mortgage Loan generally meets the Company's underwriting guidelines; (xvi) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; (xvii) None of the Mortgage Loans contain in the related Mortgage File a Destroyed Mortgage Note; (xviii) None of the Mortgage Loans have been made to International Borrowers, and no such Mortgagor is a member of a foreign diplomatic mission with diplomatic rank; (xix) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by any foreign (non-United States) sovereign government; and (xx) None of the Mortgage Loans is an Additional Collateral Loan and none of the Mortgage Loans is a Pledged Asset Loan. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the respective 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 the Uncertificated 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 § 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), (d) and (f) below), in each case to the extent of the related Available Distribution Amount remaining: (i) (X) from the Available Distribution Amount related to the Loan Group I together with the Yield Maintenance Payments which shall be applied in accordance with Sections 4.02(g) 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); and (Y) from the Available Distribution Amount related to Loan Group II , to the holders of the Group II Senior Certificates (other than the Class II-A-P Certificates) Accrued Certificate Interest on such Classes of Certificates (or Subclasses, if any, with respect to the Class II-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); (ii) (X) to the Class I-A-P Certificates from the Available Distribution Amount from Loan Group I, and to the Class II-A-P Certificates from the Available Distribution Amount for Loan Group II, the Class A-P Principal Distribution Amount for the related Loan Group (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 M-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (v) to the Holders of the Class M-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) of this Series Supplement are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-1 Certificates; (vi) to the Holders of the Class M-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (vii) to the Holders of the Class M-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a) (ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-2 Certificates; (viii) to the Holders of the Class M-3 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (ix) to the Holders of the Class M-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class M-3 Certificates; (x) to the Holders of the Class B-1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xi) to the Holders of the Class B-1 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-1 Certificates; (xii) to the Holders of the Class B-2 Certificates, the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below; (xiii) to the Holders of the Class B-2 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are insufficient therefor, applied in reduction of the Certificate Principal Balance of the Class B-2 Certificates; (xiv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Accrued Certificate Interest thereon for such Distribution Date, plus any Accrued Certificate Interest thereon remaining unpaid from any previous Distribution Date, except as provided below, minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates, to the extent the amounts available pursuant to clause (x) of Section 4.02(a)(xv) are insufficient therefor; (xv) to the Holders of the Class B-3 Certificates, an amount equal to (x) the Subordinate Principal Distribution Amount for such Class of Certificates for each Loan Group for such Distribution Date minus (y) the amount of any Class A-P Collection Shortfalls for such Distribution Date or remaining unpaid for all previous Distribution Dates applied in reduction of the Certificate Principal Balance of the Class B-3 Certificates; (xvi) to the Senior Certificates, on a pro rata basis in accordance with their respective outstanding Certificate Principal Balances, the portion, if any, of the Available Distribution Amounts for the related Loan Group remaining after the foregoing distributions, applied to reduce the Certificate Principal Balances of such Senior Certificates, but in no event more than the aggregate of the outstanding Certificate Principal Balances of each such Class of Senior Certificates, and thereafter, to each Class of related Subordinate Certificates then outstanding beginning with such Class with the Highest Priority, any portion of the related Available Distribution Amounts remaining after the related Senior Certificates have been retired, applied to reduce the Certificate Principal Balance of each such Class of related Subordinate Certificates, but in no event more than the outstanding Certificate Principal Balance of each such Class of Subordinate Certificates; and (xvii) to the Class R-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) 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 clause (b)(ii)(A) above shall be distributed concurrently as follows: (a) 59.6230389345% of such amount shall be distributed as follows: (1) first, to the Class I-A-4 Certificates and Class I-A-17 Certificates, on a pro rata basis until the Certificate Principal Balances of the Class I-A-4 Certificates and Class I-A-17 Certificates have been reduced to zero, in an amount equal to the Lockout Percentage of the Class I-A-4 Certificates and Class I-A-17 Certificates' pro rata share (based on the aggregate Certificate Principal Balance thereof relative to the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I (other than the Discount Fractions of the Discount Mortgage Loans in Loan Group I)) of the aggregate of the collections described in clauses (A), (B), (C), (D) and (E) (net of amounts set forth in clause (F)) of Section 4.02(a)(ii)(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 Class I-A-4 Certificates and Class I-A-17 Certificates pursuant to this Section 4.02(b)(ii)(B)(a)(1) shall be reduced by an amount equal to the Class I-A-4 Certificates and Class I-A-17 Certificates' pro rata share (based on the aggregate Certificate Principal Balance of the Class I-A-4 Certificates and Class I-A-17 Certificates relative to the aggregate Certificate Principal Balance of the Group I Senior Certificates (other than the Class I-A-P Certificates)) of such difference; (2) second, concurrently, as follows: a. 83 ###-###-####% of the amount remaining after the distributions, if any, described in Section 4.02(b)(ii)(B)(a)(1), as follows: 1) first, an amount up to $1,000 for each Distribution Date to the Class I-A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and 2) second, an amount up to $844,925 for each Distribution Date, as follows: a) first, an amount up to $765,000 to the Class I-A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; b) second, to the Class I-A-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and c) third, to the Class I-A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; 3) third, to the Class I-A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and 4) fourth, sequentially to the Class I-A-5 Certificates and Class I-A-3 Certificates, in that order, in each case until the Certificate Principal Balance thereof has been reduced to zero; b. 16 ###-###-####% of the amount remaining after the distributions, if any, described in Section 4.02(b)(ii)(B)(a)(1), as follows: 1) first, an amount up to $1,000 for each Distribution Date to the Class I-A-13 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; 2) second, an amount up to $160,635 for each Distribution Date to the Class I-A-12 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; 3) third, to the Class I-A-13 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and 4) fourth, to the Class I-A-12 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (3) third, to the Class I-A-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (4) fourth, to the Class I-A-4 Certificates and 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) 30 ###-###-####% of the balance of the Senior Principal Distribution Amount for Loan Group I remaining after the distributions, if any, described in Section 4.02(b)(ii)(A), in the following manner and priority: (1) first, to the Class I-A-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in an amount equal to the Lockout Percentage of the Class I-A-10 Certificates' pro rata share (based on the Certificate Principal Balance thereof relative to the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I (other than the Discount Fractions of the Discount Mortgage Loans in Loan Group I)) of the aggregate of the collections described in clauses (A), (B), (C), (D) and (E) (net of amounts set forth in clause (F)) of Section 4.02(a)(ii)(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 Class I-A-10 Certificates pursuant to this Section 4.02(b)(ii)(B)(b)(1) shall be reduced by an amount equal to the Class I-A-10 Certificates' pro rata share (based on the Certificate Principal Balance of the Class I-A-10 Certificates relative to the aggregate Certificate Principal Balance of the Group I Senior Certificates (other than the Class I-A-P Certificates)) of such difference; (2) second, an amount up to $1,000 for each Distribution Date to the Class I-A-8 Certificates and Class I-A-16 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; (3) third, an amount up to $401,650 for each Distribution Date to the Class I-A-11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; (4) fourth, to the Class I-A-8 Certificates and Class I-A-16 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; (5) fifth, to the Class I-A-11 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (6) sixth, to the Class I-A-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and (c) 9.6230514055% of the balance of the Senior Principal Distribution Amount for Loan Group I remaining after the distributions, if any, described in Section 4.02(b)(ii)(A) to the Class I-A-15 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (c) For the Group II Senior 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 thereof 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 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. (d) Notwithstanding Section 4.02(b) and Section 4.02(c), on or after the Credit Support Depletion Date, the Senior Principal Distribution Amount for the related Loan Group 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. (e) 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 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 Subordinate Certificates, in each case as described herein or as otherwise provided in Section 4.02(m). (f) In addition to the foregoing distributions, with respect to any Subsequent Recoveries, the Master Servicer shall deposit such funds into the Custodial Account pursuant to Section 3.07(b)(iii). If, after taking into account such Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount of such Subsequent Recoveries will be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with a Certificate Principal Balance greater than zero with the highest payment priority to which Realized Losses 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. (g) On each Distribution Date, the related Yield Maintenance Payment will be distributed to the Class I-A-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 Certificates, as applicable, as part of the Accrued Certificate Interest thereon. (h) 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. (i) 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). (j) On any Distribution Date prior to the occurrence of the Credit Support Depletion Date that occurs after the reduction of the aggregate Certificate Principal Balance of the Group I Senior Certificates or Group II Senior Certificates to zero, the outstanding Certificates relating to the other of Group I Senior Certificates or Group II Senior Certificates, as applicable, will be entitled to receive 100% of the mortgagor prepayments on the Mortgage Loans in the Loan Group related to the Certificate Group that has been reduced to zero. Such amounts allocated to a Certificate Group shall be treated as part of the related Available Distribution Amount and distributed as part of the related Senior Principal Distribution Amount in accordance with the priorities set forth in Section 4.02(b) or 4.02(c) 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 I and Loan Group II for such Distribution Date, weighted on the basis of the Stated Principal Balances of the Mortgage Loans in the related Loan Group, is at least two times the weighted average of the initial Subordinate Percentages for both such Loan Groups, calculated on that basis and (2) the outstanding principal balance of the Mortgage Loans in both Loan Groups delinquent 60 days or more averaged over the last six months, as a percentage of the aggregate outstanding Certificate Principal Balance of the Class M Certificates and Class B Certificates, is less than 50%. (k) For any Undercollateralized Certificate Group relating to Loan Group I or Loan Group II on any Distribution Date prior to the Credit Support Depletion Date (i) 100% of the mortgagor prepayments allocable to the Class M Certificates and Class B Certificates on the Mortgage Loans in the non-related Loan Group will be distributed to such Undercollateralized Certificate Group in accordance with the priorities set forth in Section 4.02(b) or 4.02(c) above, as applicable, for the related Senior Principal Distribution Amount, in reduction of the aggregate Certificate Principal Balance of such Undercollateralized Certificate Group, until such aggregate Certificate Principal Balance equals the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group and (ii) an amount equal to one month's interest at the related Discount Net Mortgage Rate on the related Undercollateralized Amount will be distributed from that portion of the Available Distribution Amount for a non-related Loan Group that would be otherwise allocable to the Class M Certificates and Class B Certificates, in the following priority: first to pay any unpaid interest on such Undercollateralized Certificate Group, pro rata, and then to pay principal thereon in the manner described in clause (i) above. 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 shall be allocated to the Certificates: first, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and, thereafter, if any such Realized Loss is on a Discount Mortgage Loan, to the 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, provided, however, that 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, and (ii) the Group II Senior Certificates (other than the Class II-A-P Certificates) and, in the case of the interest portion of such Realized Loss, Class II-A-V Certificates (in the case of a Group II Loan) on a pro rata basis, as described below. As used herein, an allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable from the related Loan Group in respect of such Distribution Date (without regard to any Compensating Interest allocated to the Available Distribution Amount of such Loan Group for such Distribution Date) in the case of an interest portion of a Realized Loss. Except as provided in the following sentence, any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to a Class of Certificates shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided that no such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates in the Certificate Group related to Loan Group I or Loan Group II, as applicable, below the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group. Any allocation of the principal portion of Realized Losses (other than Debt Service Reductions) to the Subordinate Certificates then outstanding with the Lowest Priority shall be made by operation of the definition of "Certificate Principal Balance" and by operation of the provisions of Section 4.02(a). Allocations of the interest portions of Realized Losses (other than any interest rate reduction resulting from a Servicing Modification) shall be made in proportion to the amount of Accrued Certificate Interest and by operation of the definition of "Accrued Certificate Interest" and by operation of the provisions of Section 4.02(a). Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in connection with a Servicing Modification shall be made by operation of the provisions of Section 4.02(a). Allocations of the principal portion of Debt Service Reductions shall be made by operation of the provisions of Section 4.02(a). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby; provided that if any Subclasses of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such Realized Losses and other losses allocated to the Class A-V Certificates shall be allocated among such Subclasses in proportion to the respective amounts of Accrued Certificate Interest payable on such Distribution Date that would have resulted absent such reductions. Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged Property. (See Section 4.06 of the Standard Terms) Section 4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of the Standard Terms) Section 4.08 Surety Bond. (See Section 4.08 of the Standard Terms) 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-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 Certificates. The Reserve Fund must be an Eligible Account. The Reserve Fund shall be entitled "Reserve Fund, Deutsche Bank Trust Company Americas, as Trustee for the benefit of holders of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QS9". The Trustee shall demand payment of all money payable by the Yield Maintenance Agreement Provider under the related Yield Maintenance Agreement. The Trustee shall deposit in the Reserve Fund all payments received by it from the Yield Maintenance Agreement Provider pursuant to the related Yield Maintenance Agreement. On each Distribution Date, the Trustee shall remit amounts received by it from the Yield Maintenance Agreement Provider to the Holders of the Class I-A-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 Certificates, as applicable, in the manner provided in Section 4.02(g) as it is directed by the Master Servicer. (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not an asset of any 2006-QS9 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(g). 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 Section 6.01 Respective Liabilities of the Company and Master Servicer. (See Section 6.01 of the Standard Terms.) Section 6.02 Merger or Consolidation of the Company or Master Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer. (a) (See Section 6.02(a) of the Standard Terms). (b) Any Person into which the Company or the Master Servicer may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Company or the Master Servicer shall be a party, or any Person succeeding to the business of the Company or the Master Servicer, shall be the successor of the Company or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything in this Section 6.02(b) to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and provided further that each Rating Agency's ratings, if any, of the Senior, Class M or Class B Certificates in effect immediately prior to such merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from each Rating Agency). (c) (See Section 6.02(c) of the Standard Terms). (d) Notwithstanding anything else in this Section 6.02 to the contrary, the conversion of Residential Funding Corporation's or Residential Accredit Loans, Inc.'s organizational structure from a Delaware corporation to a limited liability company shall not require the consent of any party or notice to any party and shall not in any way affect the rights or obligations of Residential Funding Corporation or Residential Accredit Loans, Inc. hereunder. Section 6.03 Limitation on Liability of the Company, Master Servicer and Others. (See Section 6.03 of the Standard Terms.) Section 6.04 Company and Master Servicer Not to Resign. (See Section 6.04 of the Standard Terms.) ARTICLE VII DEFAULT (See Article VII of the Standard Terms) ARTICLE VIII CONCERNING THE TRUSTEE (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) (See Section 9.01(a) of the Standard Terms) (b) (See Section 9.01(b) of the Standard Terms) (c) (See Section 9.01(c) of the Standard Terms) (d) (See Section 9.01(d) of the Standard Terms) (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-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 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 Mortgage 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 comprised of the Uncertificated REMIC I Regular Interests 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 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 (exclusive of any rights to payment of amounts received pursuant to the Class I-A-1 Yield Maintenance Agreement), Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5 (exclusive of any rights to payment of amounts received pursuant to the Class I-A-5 Yield Maintenance Agreement), Class I-A-6, Class I-A-7, Class I-A-8 (exclusive of any rights to payment of amounts received pursuant to the Class I-A-8 and Class I-A-16 Yield Maintenance Agreement), Class I-A-9, Class I-A-10, Class I-A-11, Class I-A-12, Class I-A-13 (exclusive of any rights to payment of amounts received pursuant to the Class I-A-13 Yield Maintenance Agreement), Class I-A-14, Class I-A-15, Class I-A-16 (exclusive of any rights to payment of amounts received pursuant to the Class I-A-8 and Class I-A-16 Yield Maintenance Agreement), Class I-A-17, Class II-A-1, Class I-A-P, Class II-A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated REMIC III Regular Interests Z, the rights in and to which will be represented by the Class I-A-V Certificates and Class II-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 Class I-A-V Certificates or Class II-A-V Certificates pursuant to Section 5.01(c), any such Subclass will represent the Uncertificated REMIC III Regular Interest or Interests Z1 or Z2, as applicable, specified by the initial Holder of the Class I-A-V Certificates or Class II-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, the Uncertificated REMIC I Distribution Amount in the amounts and with the priorities set forth in the definition thereof. (b)On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC II Regular Interests, the amounts deemed received by REMIC II in respect of distributions on the Uncertificated REMIC I Regular Interests (the "Uncertificated REMIC II Regular Interest Distribution Amounts") in the following order of priority to the extent of the related Available Distribution Amount, as reduced by distributions made to the Class R-II Certificates pursuant to Section 4.02(a) (i) Uncertificated Accrued Interest on the Uncertificated REMIC II Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 10.04(c), 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). (c)The amount described in Section 10.04(b)(ii) shall be deemed distributed to (i) Uncertificated REMIC II Regular Interest R, (ii) Uncertificated REMIC II Regular Interest S, (iii) Uncertificated REMIC II Regular Interest T, (iv) Uncertificated REMIC II Regular Interest U, (v) Uncertificated REMIC II Regular Interest V, (vi) Uncertificated REMIC II Regular Interest W, (vii) Uncertificated REMIC II Regular Interest I-A-P-M, (viii) Uncertificated REMIC II Regular Interest II-A-P-M, (ix) Uncertificated REMIC II Regular Interest X, (x) Uncertificated REMIC II Regular Interest Y and (xi) Uncertificated REMIC II Regular Interests Z, with the amount to be distributed allocated among such interests in accordance with the priority assigned to each Related Class of Certificates under Section 4.02(b) until the Uncertificated Principal Balance of each such interest is reduced to zero. (d)The amount described in Section 10.04(b)(ii) shall be deemed distributed by REMIC II to REMIC III in accordance with the priority assigned to the REMIC III Certificates relative to that assigned to the REMIC II Certificates under Section 4.02(b) (e)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 Z Distribution Amounts: (i) Realized Losses allocated to the Class I-A-V Certificates and Class II-A-V Certificates under Section 4.05 shall be deemed allocated to the Uncertificated REMIC III Regular Interests Z1 and the Uncertificated REMIC III Regular Interests Z2, respectively, pro rata according to the respective amounts of Uncertificated Accrued Interest that would have accrued on such Uncertificated REMIC III Regular Interests Z for the Distribution Date for which such allocation is being made in the absence of such allocation; (ii) Realized Losses allocated to the Class I-A-1 Certificates and Class I-A-2 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest R; (iii) Realized Losses allocated to the Class I-A-3, Class I-A-4, Class I-A-7, Class I-A-12 and Class I-A-17 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest S; (iv) Realized Losses allocated to the Class I-A-5 Certificates and Class I-A-6 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest T; (v) Realized Losses allocated to the Class I-A-8, Class I-A-9 and Class I-A-16 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest U; (vi) Realized Losses allocated to the Class I-A-10 Certificates and Class I-A-11 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest V; (vii) Realized Losses allocated to the Class I-A-13 Certificates and Class I-A-14 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest W; (viii) Realized Losses allocated to the Class I-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest I-A-P-M; (ix) Realized Losses allocated to the Class II-A-P Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest II-A-P-M; (x) Realized Losses allocated to the Class I-A-15, Class II-A-1 and Class R-III Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest X; (xi) Realized Losses allocated to the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, and Class B-3 Certificates under Section 4.05 shall be deemed allocated to Uncertificated REMIC II Regular Interest Y; and (xii) Realized Losses deemed allocated to the Uncertificated REMIC III Regular Interests Z under clause (i), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC II Regular Interest Z; (xiii) Realized Losses deemed allocated to the Uncertificated REMIC II Regular Interests Z under clause (xii), above, shall be deemed allocated, in each case, to the related Uncertificated REMIC I Regular Interest Z; (xiv) Realized Losses deemed allocated to the Uncertificated REMIC II Regular Interest I-A-P-M under clause (viii), above, shall be deemed allocated to the Uncertificated REMIC I Regular Interest I-A-P-L; (xv) Realized Losses deemed allocated to the Uncertificated REMIC II Regular Interest II-A-P-M under clause (ix), above, shall be deemed allocated to the Uncertificated REMIC I Regular Interest II-A-P-L; and (xvi) Realized Losses on each Loan Group shall be deemed allocated to the Uncertificated REMIC I Regular Interests X-I, Y-I, X-II and Y-II as follows: (1) the interest portion of Realized Losses on Group I Loans, if any, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interests Z1 under clause (xiii), above, shall be allocated among the Uncertificated REMIC I Regular Interests X-I and Y-I, pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and (2) the interest portion of Realized Losses on Group II Loans, if any, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interests Z2 under clause (xiii), above, shall be allocated among the Uncertificated REMIC I Regular Interests X-II and Y-II, pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to each Loan Group shall be allocated to the Uncertificated REMIC I Regular Interests X-I, Y-I, X-II and Y-II, as follows: (1) the principal portion of Realized Losses on Group I Loans, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interest I-A-P-L under clause (viii), above, shall be allocated, first, to the Uncertificated REMIC I Regular Interest X-I, to the extent of the REMIC I X-I Principal Reduction Amount in reduction of the Uncertificated Principal Balance thereof, and second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Uncertificated REMIC I Regular Interest Y-I in reduction of the Uncertificated Principal Balance thereof; and (2) the principal portion of Realized Losses on Group II Loans, less any such amounts deemed allocated to the Uncertificated REMIC I Regular Interest II-A-P-L under clause (ix), above, shall be allocated, first, to the Uncertificated REMIC I Regular Interest X-II to the extent of the REMIC I X-II Principal Reduction Amount in reduction of the Uncertificated Principal Balance thereof, and second, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Uncertificated REMIC I Regular Interest Y-II in reduction of the Uncertificated Principal Balance thereof. (f)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 II Regular Interest Distribution Amounts deemed to have been received by REMIC III from REMIC II under this Section 10.04. The amounts deemed distributed hereunder with respect to the Class A-V Certificates shall be deemed to have been distributed in respect of the Uncertificated REMIC III Regular Interests Z in accordance with their respective Uncertificated REMIC III Regular Interests Z Distribution Amounts, as such Uncertificated REMIC III Regular Interests Z comprise the related Class A-V Certificates. (g)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 Corporate Trust Office 1761 East St. Andrew Place Santa Ana, California ###-###-####, Attention: Residential Accredit Loans, Inc. Series 2006-QS9 The Trustee designates its offices located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, TN 37211-3658, Attn: Transfer Unit, for the purposes of Section 8.12 of the Standard Terms - ---------------------------------- -------------------------------------------------------------- - ---------------------------------- -------------------------------------------------------------- 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 55 Water Street, 40th Floor Services 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. 92.5% of the Voting Rights shall be allocated among Holders of Certificates, other than the Interest Only Certificates and Class R Certificates, in proportion to the outstanding Certificate Principal Balances of their respective Certificates; 1.0% of the Voting Rights shall be allocated among the Holders of the Class I-A-2 Certificates in accordance with their respective Percentage Interests; 1.0% of the Voting Rights shall be allocated among the Holders of the Class I-A-6 Certificates in accordance with their respective Percentage Interests; 1.0% of the Voting Rights shall be allocated among the Holders of the Class I-A-9 Certificates in accordance with their respective Percentage Interests; 1.0% of the Voting Rights shall be allocated among the Holders of the Class I-A-14 Certificates in accordance with their respective Percentage Interests; 1.0% of all Voting Rights shall be allocated among the Holders of the Class I-A-V Certificates, in accordance with their respective Percentage Interests; 1.0% of all Voting Rights shall be allocated among the Holders of the Class II-A-V Certificates, in accordance with their respective Percentage Interests; 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-I Certificates, in accordance with their respective Percentage Interests; 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-II Certificates, in accordance with their respective Percentage Interests; and 0.5% of all Voting Rights shall be allocated among the Holders of the Class R-III Certificates, in accordance with their respective Percentage Interest. 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/Joseph Orning Name: Joseph Orning Title: Vice President Attest: /s/Christopher Martinez Name: Christopher Martinez Title: Vice President RESIDENTIAL FUNDING CORPORATION [Seal] By: /s/Christopher Martinez Name: Christopher Martinez Title: Associate Attest: /s/Joseph Orning Name:Joseph Orning Title: Associate DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee [Seal] By: /s/Barbara Campbell Name: Barbara Campbell Title: Vice President Attest: /s/Karlene Benvenuto Name: Karlene Benvenuto Title: Authorized Signer STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of July, 2006 before me, a notary public in and for said State, personally appeared Joseph Orning, known to me to be a(n) Vice President of Residential Accredit Loans, Inc., one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/Heidi L. Peterson Notary Public [Notarial Seal] STATE OF MINNESOTA ) ) ss.: COUNTY OF HENNEPIN ) On the 28th day of July, 2006 before me, a notary public in and for said State, personally appeared Christopher Martinez, known to me to be a(n) Associate of Residential Funding Corporation, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. /s/Heidi L. Peterson Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 28th day of July, 2006 before me, a notary public in and for said State, personally appeared Barbara Campbell, known to me to be a(n) Vice President of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. - --------------------------------------------------------------------------------------------------------------- /s/Alexander Paez Notary Public [Notarial Seal] STATE OF CALIFORNIA ) ) ss.: COUNTY OF ORANGE ) On the 28th day of July, 2006 before me, a notary public in and for said State, personally appeared Amy Stoddard, known to me to be a(n) Authorized Signer of Deutsche Bank Trust Company Americas, the New York banking corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said banking corporation and acknowledged to me that such banking corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. - --------------------------------------------------------------------------------------------------------------- /s/Alexander Paez 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 TWO-I SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP I LOANS AVAILABLE UPON REQUEST EXHIBIT TWO-II SCHEDULE OF DISCOUNT FRACTIONS FOR GROUP II 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 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 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 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) for Loan Group I and Loan Group II separately, 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 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 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 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 each of the Class I-A-V Certificates and Class II-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 separately, the aggregate amount of any recoveries on previously foreclosed loans from Sellers; and (xxix) with respect to each of the Class I-A-1, Class I-A-5, Class I-A-8, Class I-A-13 and Class I-A-16 Certificates, the amount of any Yield Maintenance Payment for such Distribution Date, if any. 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.tss.db.com/invr. To receive this statement via first class mail, telephone the trustee at ###-###-####. EXHIBIT FOUR STANDARD TERMS OF POOLING AND SERVICING AGREEMENT DATED AS OF MARCH 1, 2006 Appendix I: Definition of Class X Principal Reduction Amounts For any Distribution Date, the amounts by which the Uncertificated Principal Balances of the Uncertificated REMIC I Regular Interest X-I and Uncertificated REMIC I Regular Interest X-II, respectively, will be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as follows: The Principal Reduction Amount for each of the REMIC I Regular Interests X will be determined pursuant to the "Generic solution for the Class X Principal Reduction Amounts" set forth below (the "Generic Solution") by making identifications among the actual Groups and their related Uncertificated REMIC I Regular Interests X and Y and Net WAC Rates and the Groups named in the Generic Solution and their related Uncertificated REMIC I Regular Interests X and Y as follows: A. Loan Group II will be identified with Group AA and the Uncertificated REMIC I Regular Interests X-II and Y-II related to that Group will be respectively identified with the Class XAA and Class YAA Certificates. 7.00% will be identified with J%. B. Loan Group I will be identified with Group BB and the Uncertificated REMIC I Regular Interests X-I and Y-I related to that Group will be respectively identified with the Class XBB and Class YBB Certificates. 6.25% will be identified with K%. Generic Definition of Class X Principal Reduction Amounts J% and K% represent the interest rates on Group AA and Group BB respectively. K%<J%. For purposes of the succeeding formulas the following symbols shall have the meanings set forth below: PAAB = the Group AA Subordinate Balance after the allocation of Realized Losses and distributions of principal on such Distribution Date. PBBB = the Group BB Subordinate Balance after the allocation of Realized Losses and distributions of principal on such Distribution Date. R = the Class B Certificate Interest Rate = (J%PAAB + K%PBBB)/(PAAB + PBBB) Yk = the Class X-B Principal Balance after distributions on the prior Distribution Date. Yj = the Class X-A Principal Balance after distributions on the prior Distribution Date. ΔYk = the Class X-B Principal Reduction Amount. ΔYj = the Class X-A Principal Reduction Amount. Zk = the Class Y-B Principal Balance after distributions on the prior Distribution Date. Zj = the Class Y-A Principal Balance after distributions on the prior Distribution Date. ΔZk = the Class Y-B Principal Reduction Amount. ΔZj = the Class Y-A Principal Reduction Amount. Pk = the aggregate Class Principal Balance of the Uncertificated REMIC I Regular Interests X-B and Y-B after distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the Group BB Loans reduced by the Class I-A-P and Class R-I balances. Pj = the aggregate Class Principal Balance of the Uncertificated REMIC I Regular Interests X-A and Y-A after distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Loans. ΔPk = the aggregate principal reduction resulting on such Distribution Date on the Group BB Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (C)(1) or (C)(2) of the definition of Uncertificated REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to the Uncertificated REMIC I Regular Interest I-A-P-L or the Class R-I Certificates, which is equal to the aggregate of the Class X-B and Class Y-B Principal Reduction Amounts. ΔPj= the aggregate principal reduction resulting on such Distribution Date on the Group AA Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (C)(1) or (C)(2) of the definition of Uncertificated REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to the Uncertificated REMIC I Regular Interest II-A-P-L, which is equal to the aggregate of the Class X-A and Class Y-A Principal Reduction Amounts. α = .0005 γ = (R - K%)/(J% - R). γ is a non-negative number unless its denominator is zero, in which event it is undefined. If γ is zero, ΔYj = Yj and ΔYk = (Yk/Pk)ΔPk. If γ is undefined, ΔYk = Yk, ΔYj = (Yj/Pj)ΔPj. In the remaining situations, ΔYj and ΔYk shall be defined as follows: 1. If Yj - α(Pj - ΔPj) => 0, placeStateYk- α(Pk - ΔPk) => 0, and γ(Pk - ΔPk) < (Pj - ΔPj), ΔYj = Yj - αγ(Pk - ΔPk) and ΔYk = Yk - α(Pk - ΔPk). 2. If Yj - α(Pj - ΔPj) => 0, Yk - α(Pk - ΔPk) => 0, and γ(Pk - ΔPk) => (Pj - ΔPj), ΔYj = Yj - α(Pj - ΔPj) and ΔYk = Yk - (α/γ)(Pj - ΔPj). 3. If Yj - α(Pj - ΔPj) < 0, Yk - α(Pk - ΔPk) => 0, and Yk - α(Pk - ΔPk) => Yk - (Yj/γ), ΔYj = Yj - αγ(Pk - ΔPk) and ΔYk = Yk - α(Pk - ΔPk). 4. If Yj - α(Pj - ΔPj) < 0, Yk - (Yj/γ) => 0, and Yk - α(Pk - ΔPk) <= Yk - (Yj/γ), ΔYj = 0 and ΔYk = Yk - (Yj/γ). 5. If Yk - α(Pk - ΔPk) < 0, Yk - (Yj/γ) < 0, and Yj - α(Pj - ΔPj) <= Yj - (γYk), ΔYj = Yj - (γYk) and ΔYk = 0. 6. If Yk - α(Pk - ΔPk) < 0, Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) => Yj - (γYk), ΔYj = Yj - α(Pj - ΔPj) and ΔYk = Yk - (α/γ)(Pj - ΔPj). The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and defining the Class X and Class Y Principal Distribution Amounts is to accomplish the following goals in the following order of priority: 1. Making the ratio of Yj to Yk equal to γ after taking account of the allocation of Realized Losses and the distributions that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal Reduction Amount for each of the Uncertificated REMIC I Regular Interests X-A, X-B, Y-A and Y-B is greater than or equal to zero for such Distribution Date; 2. Making the Class X-B Principal Balance less than or equal to 0.0005 of the sum of the Class X-B and Class Y-B Principal Balances and the Class X-A Principal Balance less than or equal to 0.0005 of the sum of the Class X-A and Class Y-A Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be made through the end of the Distribution Date to which such provisions relate; and 3. Making the larger of (a) the fraction whose numerator is Yj and whose denominator is the sum of Yj and Zj and (b) the fraction whose numerator is Yk and whose denominator is the sum of Yk, and Zk as large as possible while remaining less than or equal to 0.0005. In the event of a failure of the foregoing portion of the definition of Class X Principal Reduction Amounts to accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted so as to accomplish such goals within the requirement that each Class X Principal Reduction Amount must be less than or equal to the sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the related Group and (b) the remainder of the Uncertificated REMIC I Distribution Amount for the related Group or Groups after reduction thereof by the distributions to be made on such Distribution Date in respect of interest on the related Uncertificated REMIC I Regular Interests X or Y, or, if both of such goals cannot be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1 within such requirement. In the event of any conflict among the provisions of the definition of the Class X Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities set forth above within the requirement set forth in the preceding sentence. To calculate the initial balances for the Uncertificated REMIC I Regular Interests X-B, X-A, Y-B and Y-A, first calculate the Group BB Subordinate Balance and the Group AA Subordinate Balance as of the Cut-Off Date. Then calculate R according to the definition above. Calculate γ according to the definition above. Calculate Pk and Pj as the aggregate principal balance of the Group BB Loans as of the Cut-Off Date and the aggregate principal balance of the Group AA Loans as of the Cut-Off Date reduced by the Class R-I Principal Balance as of the Cut-Off Date, respectively. If 0.0005 γ Pk <= 0.0005 placeCityPj, StateYk = 0.0005 Pk and Yj = 0.0005 γ Pk . If 0.0005 γ Pk > 0.0005 Pj, Yj = 0.0005 Pj, Yk = 0.0005 Pj /γ . Then Zk = Pk - Yk and Zj = Pj - Yj. In the execution copy of this Agreement, symbols are represented by the following labels; in any conformed copy of this Agreement, such symbols may be represented by characters other than numerals and the upper and lower case letters of the alphabet and standard punctuation, including, without limitation, Greek letters and mathematical symbols. Example: - ------------------------------------------------- ----------------------------------------------- α alpha - ------------------------------------------------- ----------------------------------------------- - ------------------------------------------------- ----------------------------------------------- Δ delta - ------------------------------------------------- ----------------------------------------------- - ------------------------------------------------- ----------------------------------------------- γ gamma - ------------------------------------------------- -----------------------------------------------