EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of November 1, 2006
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of November 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2006-QA10
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
...........................................................................................2
SECTION 1.01.
DEFINITIONS.......................................................................2
SECTION 1.02.
DETERMINATION OF
LIBOR............................................................2
SECTION 1.03.
USE OF WORDS AND
PHRASES..........................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.......................................2
SECTION 2.01.
CONVEYANCE OF MORTGAGE
LOANS......................................................2
SECTION 2.02.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER
AND THE COMPANY..2
SECTION 2.03.
REPRESENTATIONS AND WARRANTIES OF
SELLERS.........................................2
SECTION 2.04.
EXECUTION AND AUTHENTICATION OF CERTIFICATES/ISSUANCE OF
CERTIFICATES EVIDENCING
INTERESTS IN
REMICS...............................................................2
SECTION 2.05.
CONVEYANCE OF UNCERTIFICATED REMIC REGULAR INTERESTS; ACCEPTANCE BY
THE TRUSTEE...2
SECTION 2.06.
ISSUANCE OF CERTIFICATES EVIDENCING INTEREST IN REMIC III AND REMIC
IV............2
SECTION 2.07.
PURPOSES AND POWERS OF THE
TRUST..................................................2
SECTION 2.08.
AGREEMENT REGARDING ABILITY TO
DISCLOSE...........................................2
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.......................................................2
SECTION 3.01.
MASTER SERVICER TO ACT AS
SERVICER................................................2
SECTION 3.02.
SUBSERVICING AGREEMENTS BETWEEN MASTER SERVICER AND SUBSERVICERS;
ENFORCEMENT OF
SUBSERVICERS' AND SELLERS'
OBLIGATIONS............................................2
SECTION 3.03.
SUCCESSOR
SUBSERVICERS............................................................2
SECTION 3.04.
LIABILITY OF THE MASTER
SERVICER..................................................2
SECTION 3.05.
NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICER AND TRUSTEE OR
CERTIFICATEHOLDERS.2
SECTION 3.06.
ASSUMPTION OR TERMINATION OF SUBSERVICING AGREEMENTS BY
TRUSTEE...................2
SECTION 3.07.
COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; DEPOSIT TO CUSTODIAL
ACCOUNT........2
SECTION 3.08.
SUBSERVICING ACCOUNTS; SERVICING
ACCOUNTS.........................................2
SECTION 3.09.
ACCESS TO CERTAIN DOCUMENTATION AND
INFORMATION REGARDING THE MORTGAGE LOANS.....2
SECTION 3.10.
PERMITTED WITHDRAWALS FROM THE CUSTODIAL
ACCOUNT..................................2
SECTION 3.11.
MAINTENANCE OF THE PRIMARY INSURANCE
POLICIES; COLLECTIONS THEREUNDER............2
SECTION 3.12.
MAINTENANCE OF FIRE INSURANCE AND OMISSIONS AND FIDELITY
COVERAGE.................2
SECTION 3.13.
ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AND
MODIFICATION AGREEMENTS; CERTAIN
ASSIGNMENTS.......................................................................2
SECTION 3.14.
REALIZATION UPON DEFAULTED MORTGAGE
LOANS.........................................2
SECTION 3.15.
TRUSTEE TO COOPERATE; RELEASE OF CUSTODIAL
FILES..................................2
SECTION 3.16.
SERVICING AND OTHER COMPENSATION; COMPENSATING
INTEREST...........................2
SECTION 3.17.
REPORTS TO THE TRUSTEE AND THE
COMPANY............................................2
SECTION 3.18.
ANNUAL STATEMENT AS TO
COMPLIANCE.................................................2
SECTION 3.19.
ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT...........................2
SECTION 3.20.
RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER
SERVICER...........................2
SECTION 3.21.
ADMINISTRATION OF BUYDOWN
FUNDS...................................................2
SECTION 3.22.
ADVANCE
FACILITY..................................................................2
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS........................................................................2
SECTION 4.01.
CERTIFICATE
ACCOUNT...............................................................2
SECTION 4.02.
DISTRIBUTIONS.....................................................................2
SECTION 4.03.
STATEMENTS TO CERTIFICATEHOLDERS; STATEMENTS TO THE RATING
AGENCIES; EXCHANGE
ACT REPORTING.
...................................................................2
SECTION 4.04.
DISTRIBUTION OF REPORTS TO THE TRUSTEE AND THE COMPANY; ADVANCES BY
THE MASTER
SERVICER.
........................................................................2
SECTION 4.05.
ALLOCATION OF REALIZED
LOSSES.....................................................2
SECTION 4.06.
REPORTS OF FORECLOSURES AND ABANDONMENT OF MORTGAGED
PROPERTY.....................2
SECTION 4.07.
OPTIONAL PURCHASE OF DEFAULTED MORTGAGE
LOANS.....................................2
SECTION 4.08.
SURETY
BOND.......................................................................2
SECTION 4.09.
SWAP
AGREEMENT....................................................................2
SECTION 4.10.
COLLATERAL
ACCOUNT................................................................2
ARTICLE V THE
CERTIFICATES.......................................................................................2
SECTION 5.01.
THE
CERTIFICATES..................................................................2
SECTION 5.02.
REGISTRATION OF TRANSFER AND EXCHANGE OF
CERTIFICATES.............................2
SECTION 5.03.
MUTILATED, DESTROYED, LOST OR STOLEN
CERTIFICATES.................................2
SECTION 5.04.
PERSONS DEEMED
OWNERS.............................................................2
SECTION 5.05.
APPOINTMENT OF PAYING
AGENT.......................................................2
SECTION 5.06.
U.S.A. PATRIOT ACT
COMPLIANCE.....................................................2
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER...................................................................2
ARTICLE VII DEFAULT
.............................................................................................2
ARTICLE VIII CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE......................................2
SECTION 8.01.
DUTIES OF THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE.....................2
SECTION 8.02.
CERTAIN MATTERS AFFECTING THE TRUSTEE AND SUPPLEMENTAL INTEREST
TRUST TRUSTEE.....2
SECTION 8.03.
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE NOT LIABLE FOR
CERTIFICATES OR
MORTGAGE LOANS.
..................................................................2
SECTION 8.04.
TRUSTEE AND SUPPLEMENTAL INTEREST TRUST TRUSTEE MAY OWN
CERTIFICATES..............2
SECTION 8.05.
MASTER SERVICER TO PAY TRUSTEE'S AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE'S FEES
AND EXPENSES;
INDEMNIFICATION...................................................................2
SECTION 8.06.
ELIGIBILITY REQUIREMENTS FOR
TRUSTEE..............................................2
SECTION 8.07.
RESIGNATION AND REMOVAL OF THE TRUSTEE AND SUPPLEMENTAL INTEREST
TRUST TRUSTEE....2
SECTION 8.08.
SUCCESSOR TRUSTEE AND SUCCESSOR SUPPLEMENTAL INTEREST TRUST
TRUSTEE...............2
SECTION 8.09.
MERGER OR CONSOLIDATION OF
TRUSTEE................................................2
SECTION 8.10.
APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
(SEE SECTION 8.10 OF THE
STANDARD TERMS).
.................................................................2
SECTION 8.11.
APPOINTMENT OF
CUSTODIANS.........................................................2
SECTION 8.12.
APPOINTMENT OF OFFICE OR AGENCY.
(SEE SECTION 8.12 OF THE STANDARD TERMS)........2
SECTION 8.13.
SWAP
AGREEMENT....................................................................2
ARTICLE IX
TERMINATION...........................................................................................2
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..............................2
ARTICLE X REMIC
PROVISIONS.......................................................................................2
SECTION 10.01.
REMIC
ADMINISTRATION..............................................................2
SECTION 10.02.
MASTER SERVICER; REMIC ADMINISTRATOR AND TRUSTEE
INDEMNIFICATION..................2
SECTION 10.03.
DESIGNATION OF
REMICS.............................................................2
SECTION 10.04.
DISTRIBUTIONS ON THE UNCERTIFICATED REMIC REGULAR
INTERESTS.......................2
SECTION 10.05.
COMPLIANCE WITH WITHHOLDING
REQUIREMENTS..........................................2
ARTICLE XI MISCELLANEOUS
PROVISIONS..............................................................................2
SECTION 11.01.
AMENDMENT.........................................................................2
SECTION 11.02.
RECORDATION OF AGREEMENT;
COUNTERPARTS............................................2
SECTION 11.03.
LIMITATION ON RIGHTS OF
CERTIFICATEHOLDERS........................................2
SECTION 11.04.
GOVERNING
LAW.....................................................................2
SECTION 11.05.
NOTICES...........................................................................2
SECTION 11.06.
REQUIRED NOTICES TO RATING AGENCY AND
SUBSERVICER.................................2
SECTION 11.07.
SEVERABILITY OF
PROVISIONS........................................................2
SECTION 11.08.
SUPPLEMENTAL PROVISIONS FOR
RESECURITIZATION......................................2
SECTION 11.09.
ALLOCATION OF VOTING
RIGHTS.......................................................2
SECTION 11.10.
NO
PETITION.......................................................................2
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.......................................................................2
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in Monthly Distribution Date Statement
Exhibit Three:
Standard Terms of Pooling and Servicing Agreement, dated as of
November 1, 2006
Exhibit Four:
Swap Agreement
Exhibit Five:
SB-AM Swap Agreement
Exhibit Six:
Form of Certificate to be Given by Certificate Owner
Exhibit Seven:
Form of Certificate to be Given by Euroclear or Cedel
Exhibit Eight:
Form of Certificate to be Given by Transferee of Beneficial
Interest in a Regulation S Book-Entry
Certificate
Exhibit Nine:
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate to
Regulation S Book-Entry Certificate
Exhibit Ten:
Form of Initial Purchaser Exchange Instructions
Exhibit Eleven-A:
Form of Rule 144A Global Class SB-1 Certificate
Exhibit Eleven-B:
Form of Permanent Regulation S Global Class SB-1 Certificate
Exhibit Eleven-C:
Form of Temporary Regulation S Global Class SB-1 Certificate
This is a Series
Supplement,
dated as of November 1, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of November 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 COMPANY,
LLC, as master servicer (together
with its
permitted
successors
and
assigns,
the "Master
Servicer"),
and
DEUTSCHE
BANK TRUST
COMPANY
AMERICAS,
as Trustee and
supplemental
interest trust trustee (together with its permitted successors and
assigns, the "Trustee" and the "Supplemental
Interest
Trust Trustee"), respectively.
PRELIMINARY STATEMENT:
The 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.
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.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Mortgage
Loans and certain other related assets
(exclusive of the
Supplemental
Interest
Trust Account,
the Swap Agreement and the
SB-AM Swap
Agreement)
subject to this
Agreement as a real estate
mortgage
investment
conduit (a "REMIC")
for federal
income tax
purposes,
and such
segregated
pool of assets
will be
designated
as
"REMIC I."
Component
I of the Class R-1
Certificates
will
represent the sole Class of "residual
interests"
in REMIC I for purposes of the REMIC
Provisions
(as defined
herein) under federal
income tax law.
Component
I of the Class R-1
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The
following table irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC I Pass-Through Rate") and initial
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC I (the
"REMIC I
Regular
Interests").
The "latest
possible
maturity
date"
(determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each
REMIC I Regular Interest shall be the Maturity Date.
None of the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-1-A
Variable(1)
5,402,848.500
I-2-A
Variable(1)
5,244,108.995
I-3-A
Variable(1)
5,090,030.470
I-4-A
Variable(1)
4,940,476.165
I-5-A
Variable(1)
4,795,313.290
I-6-A
Variable(1)
4,654,412.960
I-7-A
Variable(1)
4,517,650.080
I-8-A
Variable(1)
4,384,903.205
I-9-A
Variable(1)
4,256,054.485
I-10-A
Variable(1)
4,130,989.490
I-11-A
Variable(1)
4,009,597.190
I-12-A
Variable(1)
3,891,769.760
I-13-A
Variable(1)
3,777,402.585
I-14-A
Variable(1)
3,666,394.100
I-15-A
Variable(1)
3,558,645.715
I-16-A
Variable(1)
3,454,061.740
I-17-A
Variable(1)
3,352,549.290
I-18-A
Variable(1)
3,254,018.210
I-19-A
Variable(1)
3,158,380.985
I-20-A
Variable(1)
3,065,552.665
I-21-A
Variable(1)
2,975,450.800
I-22-A
Variable(1)
2,887,995.360
I-23-A
Variable(1)
2,803,108.645
I-24-A
Variable(1)
2,720,715.270
I-25-A
Variable(1)
2,640,742.020
I-26-A
Variable(1)
2,563,117.860
I-27-A
Variable(1)
2,487,773.830
I-28-A
Variable(1)
2,414,642.990
I-29-A
Variable(1)
2,343,660.355
I-30-A
Variable(1)
2,274,762.880
I-31-A
Variable(1)
2,208,603.620
I-32-A
Variable(1)
2,143,657.500
I-33-A
Variable(1)
2,080,410.385
I-34-A
Variable(1)
2,019,224.550
I-35-A
Variable(1)
1,959,814.585
I-36-A
Variable(1)
1,902,199.340
I-37-A
Variable(1)
1,846,256.230
I-38-A
Variable(1)
1,791,963.945
I-39-A
Variable(1)
1,739,266.920
I-40-A
Variable(1)
1,688,118.295
I-41-A
Variable(1)
1,638,472.610
I-42-A
Variable(1)
1,590,285.735
I-43-A
Variable(1)
1,543,472.490
I-44-A
Variable(1)
1,498,078.365
I-45-A
Variable(1)
1,454,018.170
I-46-A
Variable(1)
1,411,252.725
I-47-A
Variable(1)
1,369,744.025
I-48-A
Variable(1)
1,329,455.150
I-49-A
Variable(1)
1,290,350.285
I-50-A
Variable(1)
1,252,394.645
I-51-A
Variable(1)
1,215,554.500
I-52-A
Variable(1)
1,179,797.075
I-53-A
Variable(1)
1,145,090.570
I-54-A
Variable(1)
1,111,404.135
I-55-A
Variable(1)
1,078,707.795
I-56-A
Variable(1)
1,046,963.750
I-57-A
Variable(1)
1,016,353.335
I-58-A
Variable(1)
9,864,10.945
I-59-A
Variable(1)
9,623,46.850
I-60-A
Variable(1)
31,533,201.600
I-1-B
Variable(1)
5,402,848.500
I-2-B
Variable(1)
5,244,108.995
I-3-B
Variable(1)
5,090,030.470
I-4-B
Variable(1)
4,940,476.165
I-5-B
Variable(1)
4,795,313.290
I-6-B
Variable(1)
4,654,412.960
I-7-B
Variable(1)
4,517,650.080
I-8-B
Variable(1)
4,384,903.205
I-9-B
Variable(1)
4,256,054.485
I-10-B
Variable(1)
4,130,989.490
I-11-B
Variable(1)
4,009,597.190
I-12-B
Variable(1)
3,891,769.760
I-13-B
Variable(1)
3,777,402.585
I-14-B
Variable(1)
3,666,394.100
I-15-B
Variable(1)
3,558,645.715
I-16-B
Variable(1)
3,454,061.740
I-17-B
Variable(1)
3,352,549.290
I-18-B
Variable(1)
3,254,018.210
I-19-B
Variable(1)
3,158,380.985
I-20-B
Variable(1)
3,065,552.665
I-21-B
Variable(1)
2,975,450.800
I-22-B
Variable(1)
2,887,995.360
I-23-B
Variable(1)
2,803,108.645
I-24-B
Variable(1)
2,720,715.270
I-25-B
Variable(1)
2,640,742.020
I-26-B
Variable(1)
2,563,117.860
I-27-B
Variable(1)
2,487,773.830
I-28-B
Variable(1)
2,414,642.990
I-29-B
Variable(1)
2,343,660.355
I-30-B
Variable(1)
2,274,762.880
I-31-B
Variable(1)
2,208,603.620
I-32-B
Variable(1)
2,143,657.500
I-33-B
Variable(1)
2,080,410.385
I-34-B
Variable(1)
2,019,224.550
I-35-B
Variable(1)
1,959,814.585
I-36-B
Variable(1)
1,902,199.340
I-37-B
Variable(1)
1,846,256.230
I-38-B
Variable(1)
1,791,963.945
I-39-B
Variable(1)
1,739,266.920
I-40-B
Variable(1)
1,688,118.295
I-41-B
Variable(1)
1,638,472.610
I-42-B
Variable(1)
1,590,285.735
I-43-B
Variable(1)
1,543,472.490
I-44-B
Variable(1)
1,498,078.365
I-45-B
Variable(1)
1,454,018.170
I-46-B
Variable(1)
1,411,252.725
I-47-B
Variable(1)
1,369,744.025
I-48-B
Variable(1)
1,329,455.150
I-49-B
Variable(1)
1,290,350.285
I-50-B
Variable(1)
1,252,394.645
I-51-B
Variable(1)
1,215,554.500
I-52-B
Variable(1)
1,179,797.075
I-53-B
Variable(1)
1,145,090.570
I-54-B
Variable(1)
1,111,404.135
I-55-B
Variable(1)
1,078,707.795
I-56-B
Variable(1)
1,046,963.750
I-57-B
Variable(1)
1,016,353.335
I-58-B
Variable(1)
9,864,10.945
I-59-B
Variable(1)
9,623,46.850
I-60-B
Variable(1)
31,533,201.600
A-I
Variable(1)
10,462,898.19
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
REMIC I
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated
as
"REMIC II."
Component II of the Class R-1 Certificates will represent the sole
Class of "residual
interests" in REMIC II for purposes
of the REMIC
Provisions
under federal
income tax law.
Component II of the Class R-1
Certificates
will not bear interest or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC II
Pass-Through
Rate") and initial
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC II
(the
"REMIC II Regular
Interests").
The "latest possible maturity date" (determined solely for purposes
of satisfying
Treasury regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular
Interest shall be the Maturity Date. None of the REMIC II
Regular
Interests
will be certificated.
UNCERTIFICATED REMIC II
INITIAL UNCERTIFICATED REMIC II
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
$377,901,399.95
LT2
Variable(1)
$14,094.31
LT3
Variable(1)
$23,701.98
LT4
Variable(1)
$23,701.98
LT-IO
Variable(1)
(2)
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II
Regular
Interest
LT-IO
will
not have an
Uncertificated
Principal
Balance
but
will
accrue
interest
on its
uncertificated notional amount calculated in accordance with the
definition of "Uncertificated Notional Amount" herein.
REMIC III
As provided
herein,
the REMIC
Administrator
will elect to treat the segregated
pool of assets
consisting of the REMIC II
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III.
Component III of the Class R-1
Certificates
will
represent the sole Class of
"residual
interests" in REMIC III for purposes of the
REMIC
Provisions
under
federal
income
tax law.
Component
III of the
Class R-1
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following table
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
Maturity
Date,
initial
ratings and
minimum
denominations
for each
Class of
Certificates
that evidence
"regular
interests"
in REMIC III and REMIC III Regular
Interests
SB-IO,
SB-PO and IO (the
"REMIC III
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for each REMIC III
Regular Interest shall be the Maturity Date.
REMIC III Regular
Interests
SB-IO, SB-PO and IO will not be certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH PRINCIPAL
MATURITY
MOODY'S /
MINIMUM
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
S&P
DENOMINATIONS
Senior /Adjustable
Adjustable
Rate
November
Class A-1
Regular(1)
Rate(2)(3) $100,000,000.00
25, 2036
Aaa / AAA
$100,000.00
Super Senior /
Regular(1)
Adjustable
Adjustable Rate
November
Aaa / AAA
$100,000.00
Class A-2
Rate(2)(3) $230,607,000.00
25, 2036
Senior Support /
Regular(1)
Adjustable
Adjustable Rate
November
Aaa / AAA
$100,000.00
Class A-3
Rate(2)(3) $25,623,000.00
25, 2036
Class M-1
Regular(1)
Adjustable
Mezzanine/Adjustable
November
Aa2 / AA
$100,000.00
Rate(2)(3)
$8,882,000.00
Rate
25, 2036
Class M-2
Regular(1)
Adjustable
Mezzanine/Adjustable
November
A2 / AA-
$100,000.00
Rate(2)(3)
$4,724,000.00
Rate
25, 2036
Class M-3
Regular(1)
Adjustable
Mezzanine/Adjustable
November
Baa1 / A+
$250,000.00
Rate(2)(3)
$1,322,000.00
Rate
25, 2036
Class M-4
Regular(1)
Adjustable
Mezzanine/Adjustable
November
Baa2 / A
$250,000.00
Rate(2)(3)
$1,322,000.00
Rate
25, 2036
Class M-5
Regular(1)
Adjustable
Mezzanine/Adjustable
November
Baa3/A-
$250,000.00
Rate(2)(3)
$1,322,000.00
Rate
25, 2036
Class M-6
Regular(1)
Adjustable
Mezzanine/Adjustable
November
Ba1 / BBB
$250,000.00
Rate(2)(3)
$1,700,000.00
Rate
25, 2036
SB-IO
Regular (4)
(4)
N/A
Subordinate/Interest
November
N/R
N/A
Only
25, 2036
SB-PO
Regular (5)
N/A
$2,460,898.22
Subordinate/Principal
November
N/R
N/A
Only
25, 2036
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
(1)
This Class of Certificates
represents
ownership of a REMIC III Regular Interest together with (i) certain
rights to payments
to be made from amounts
received under the Swap Agreement
which will be deemed made for federal income tax purposes
outside of REMIC
III by the
holders
of the
Class SB
Certificates
as the owners of the Swap
Agreement
and (ii) an
obligation
to pay the Class IO
Distribution
Amount.
Any
amount
distributed
on this
Class of
Certificates
on any
Distribution
Date in
excess
of the
amount
distributable on the related REMIC III Regular Interest on such
Distribution
Date shall be treated for federal income tax purposes as
having been paid from the Supplemental
Interest Trust Account and any amount
distributable on such REMIC III Regular Interest on such
Distribution
Date in excess of the amount
distributable on such Class of Certificates on such
Distribution
Date shall be treated as
having been paid to the Supplemental Interest Trust Account, all
pursuant to and as further provided in Section 4.09 hereof.
(2)
The Class A Certificates
and Class M Certificates,
will accrue interest at a per annum rate equal to the lesser of (i)
LIBOR
plus the
applicable
Margin and
(ii) the
Net WAC Cap Rate (but,
with
respect to any class of Class M
Certificates,
not more than
14.00% per annum).
(3)
The Class A
Certificates
and Class M
Certificates
will also entitle
their
holders to receive
certain
payments from the
holders of the Class SB
Certificates
from amounts to which the REMIC III
Regular
Interests
are entitled and from amounts
received
under the Swap Agreement which will not be a part of their
ownership of the REMIC III Regular Interests.
(4)
REMIC III Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to
distributions of interest
subject to the terms and conditions
hereof, in an aggregate amount equal to the aggregate
interest
distributable with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
(5)
REMIC III
Regular
Interest SB-PO shall have no entitlement to interest,
and shall be entitled to distributions of principal
subject to the terms and conditions
hereof,
in aggregate
amount equal to the initial
Overcollateralization
Amount
pursuant to the
terms and conditions hereof.
(6)
For federal
income tax purposes,
REMIC III Regular
Interest IO will not have a Pass Through
Rate,
but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not have an Uncertificated
Principal
Balance,
but will
have a notional amount equal to the Uncertificated Notional Amount
of REMIC II Regular Interest LT-IO.
REMIC IV
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets consisting
of REMIC III Regular
Interests
SB-IO,
SB-PO and IO as a REMIC for federal income tax purposes,
and such
segregated
pool of assets
will be designated as REMIC IV. The Class R-X
Certificates
will
represent
the sole
Class of
"residual
interests" in REMIC IV for
purposes
of the REMIC
Provisions
under
federal
income
tax law.
The
Class
R-X
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following table
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain features and Maturity Date for the Class SB-1
Certificates
and the Class SB-2
Certificates
which in the aggregate
represent the two "regular
interests" in REMIC IV designated REMIC IV Regular Interest SB and
REMIC IV Regular
Interest IO (the "REMIC IV Regular
Interests").
The "latest
possible
maturity date"
(determined
solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for the REMIC IV
Regular Interests shall be the Maturity Date.
GH AGGREGATE
INITIAL
CERTIFICATE
PASS-THROU
PRINCIPAL
MATURITY
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
Class SB-1(1))
Regular (1)
(1)
N/A
Subordinate
November 25, 2036
Class SB-2(1))
Regular (1)
(1)
N/A
Subordinate
November 25, 2036
(1)
The Class SB-1
Certificates
and Class
SB-2
Certificates
will
accrue
interest
as
described
in the
definition
of Accrued
Certificate
Interest.
Each of the Class
SB-1
Certificates
and Class SB-2
Certificates
do not have a
Certificate
Principal
Balance.
REMIC IV Regular Interest IO will be held as an asset of the
Supplemental
Interest Trust Account
established by the
Trustee and will be treated for federal income tax purposes as
owned by the holders of the Class SB Certificates.
REMIC IV
Regular
Interest
SB will not have a
Pass-Through
Rate,
but
will be
entitled
to 100% of all
amounts
distributed
or deemed
distributed
on REMIC III
Regular
Interests
SB-IO and SB-PO.
REMIC IV Regular
Interest
IO will not have a
Pass-Through
Rate,
but will be entitled to 100% of all amounts
distributed or deemed
distributed on REMIC III Regular
Interest IO.
The rights of the holders of the Class SB
Certificates
to payments under the Swap Agreement and SB-AM Swap Agreement shall
be outside
and apart from their rights with respect to the REMIC IV Regular
Interests.
The Mortgage Loans have an aggregate
Cut-off Date Principal Balance equal to
$377,962,898.22.
The Mortgage Loans are hybrid
adjustable-rate mortgage loans having terms to maturity at
origination or modification of generally not more than 30 years.
In
consideration
of the mutual
agreements
herein
contained,
the 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 and each Class of Class A
Certificates
and Class M
Certificates,
interest
accrued during the related Interest Accrual Period on the
Certificate
Principal
Balance thereof
immediately
prior to such Distribution Date at the Pass-Through Rate for that
Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of Class A Certificates
and Class M Certificates
shall be reduced
by the amount of Prepayment
Interest
Shortfalls on the Mortgage
Loans during the prior
calendar
month to the extent not covered by
Compensating
Interest
pursuant to Section 3.16 and by Relief Act Shortfalls on the
Mortgage Loans during the related Due Period.
All
such
reductions
with respect to the Mortgage
Loans will be allocated
among the Class A
Certificates
and Class M
Certificates
in
proportion
to the
amount of
Accrued
Certificate
Interest
payable on such
Certificates
on such
Distribution
Date
absent
such
reductions.
Accrued
Certificate
Interest with respect to any Class of Class M Certificates
for any
Distribution
Date shall further be
reduced by the interest portion of Realized Losses allocated to any
Class of Class M Certificates pursuant to Section 4.05.
Accrued
Certificate
Interest with respect to the Class A Certificates and Class M
Certificates
shall accrue on the basis of
a 360-day year and the actual number of days in the related
Interest Accrual Period.
With respect to each
Distribution
Date and each class of the Class SB
Certificates,
interest
accrued during the preceding
Interest Accrual Period at the related
Pass-Through
Rate on the Notional Amount as specified in the definition of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced by any
interest
shortfalls
with respect to the
Mortgage
Loans,
including
Prepayment
Interest
Shortfalls to the extent not covered by
Compensating
Interest
pursuant to
Section 3.16 or by Excess Cash Flow
pursuant to
Section 4.02(c)(iii)
and (iv). Accrued
Certificate
Interest on each class of the Class SB
Certificates shall accrue on
the basis of a 360-day year and the actual number of days in the
related Interest Accrual Period.
Adjustment
Date:
With
respect
to each
Mortgage
Loan,
each
date set
forth
in the
related
Mortgage
Note on which an
adjustment to the interest rate on such Mortgage Loan becomes
effective.
Affected Party:
As defined in the Swap Agreement.
Available
Distribution
Amount:
As to any
Distribution
Date, an amount equal to (a) the sum of (i) the amount
relating to
the Mortgage Loans on deposit in the Custodial
Account as of the close of business on the immediately
preceding
Determination
Date,
including any Subsequent
Recoveries,
and amounts
deposited in the Custodial Account in connection with the
substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of any Advance made on the
immediately
preceding
Certificate
Account Deposit Date, (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 or Section 9.01, (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 and (vii) the
proceeds of
any Pledged Assets received by the Master
Servicer,
reduced by (b) the sum as of the close of business on the
immediately
preceding
Determination
Date of (v) any payments or
collections
consisting
of
Prepayment
Charges on the Mortgage
Loans that were
received
during the related Prepayment Period;
(w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution,
(y) amounts
permitted
to be withdrawn by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans
pursuant to clauses
(ii)-(x),
inclusive,
of
Section
3.10(a),
and (z) any Net
Swap
Payments
required
to be made to the Swap
Counterparty
and Swap
Termination Payments not due to a Swap Counterparty Trigger Event
for such Distribution Date.
Basis Risk Shortfall:
With respect to each Class of the Class A Certificates
and Class M Certificates,
and any Distribution
Date, the sum of (a) with
respect to any Distribution
Date on which the Net WAC Cap Rate is used to determine the
Pass-Through
Rate
of such Class, an amount equal to the excess of (x) Accrued
Certificate
Interest for such Class
calculated at a per annum rate equal
to LIBOR plus the related Margin for such
Distribution
Date (but,
with respect to any class of Class M
Certificates,
not more than
14.00% per annum), over (y) Accrued
Certificate Interest for such Class calculated
using the Net WAC Cap Rate, (b) any shortfalls for
such
Class calculated
pursuant to clause (a) above
remaining unpaid from prior Distribution Dates, and (c) interest on
the amount in
clause (b) from the Distribution Date on which such amount was
incurred at a per annum rate equal to the related Pass-Through
Rate.
Book-Entry Certificate:
The Class A, Class M and Class SB-1 Certificates.
Certificate:
Any Class A, Class M, Class SB or Class R Certificate.
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-QA10" and which must be an Eligible
Account.
Certificate
Principal
Balance:
With
respect
to
any
Class
A
Certificate
or
Class
M
Certificate,
on
any
date
of
determination,
an amount equal to (i) the Initial
Certificate
Principal Balance of such Certificate as specified on the face
thereof
minus (ii) the sum of (x) the aggregate of all amounts
previously
distributed
with respect to such
Certificate
(or any predecessor
Certificate)
and applied to reduce the Certificate
Principal
Balance thereof
pursuant to Section 4.02(c) and (y) in the case of any
Class of Class M Certificates,
the aggregate of all reductions in Certificate
Principal Balance deemed to have occurred in connection
with Realized Losses which were previously
allocated to such
Certificate (or any predecessor
Certificate)
pursuant to Section 4.05;
provided,
that with respect to any
Distribution
Date, the
Certificate
Principal
Balance of the Class A
Certificates
and Class M
Certificates will be increased,
in each case to the extent Realized Losses were previously
allocated thereto and remain unreimbursed,
in the following
order of priority:
first to the Class A
Certificates,
pro rata,
and then to the Class M-1,
Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6
Certificates,
in that order, but only to the extent of Subsequent
Recoveries
received during the
preceding calendar month.
Certificate Policy:
None.
Class
A
Certificate:
Any
one of
the
Class
A-1,
Class
A-2 or
Class
A-3
Certificates
executed
by the
Trustee
and
authenticated
by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A, senior to the Class
M Certificates,
Class SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized Losses
as
set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap
Agreement,
and the SB-AM Swap
Agreement,
(iii) the right to receive
Basis Risk Shortfalls and (iv) an obligation to pay the Class IO
Distribution Amount.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and
(y) the excess,
if any, of the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date, over the Overcollateralization
Floor.
Class A-1 Certificate:
The Class A-1
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A.
Class A-1
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.185% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.370% per annum.
Class A-2 Certificate:
The Class A-2
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A.
Class A-2
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.180% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.360% per annum.
Class A-3 Certificate:
The Class A-3
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A.
Class A-3
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.240% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.480% per annum.
Class A-P Certificates:
None.
Class B Certificates:
None.
Class M Certificates: Collectively, the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5 and Class M-6 Certificates.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class SB and Class R Certificates
with respect to distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement
and the SB-AM
Swap
Agreement,
(iii) the right to receive
Basis Risk
Shortfalls and (iv) an obligation to pay the Class IO Distribution
Amount.
Class M-1
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.320% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.480% per annum.
Class M-1
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates
(after
taking
into
account
the
payment of the
Class A
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the
Class M-1
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of
(x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date,
over the
Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-3, Class M-4, Class M-5,
Class
M-6,
Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement,
(iii) the right to receive Basis Risk Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-2
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.410% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 0.615% per annum.
Class M-2
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution Amount and Class M-1 Principal
Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates
and
Class M-1
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-2
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and
(2) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-4, Class M-5, Class M-6,
Class
SB Certificates and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement,
(iii) the right to receive Basis Risk Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-3
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.900% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 1.350% per annum.
Class M-3
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount and
Class M-2
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount, Class M-1 Principal Distribution Amount and
Class M-2 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A,
Class M-1 and
Class M-2
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount and the Class M-2
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal
Balance of the Class M-3
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed
to the
Standard
Terms as
Exhibit B,
senior to the Class
M-5,
Class M-6,
Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments under the Swap Agreement and the SB-AM Swap Agreement,
(iii) the right to receive Basis Risk Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-4
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
1.100% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 1.650% per annum.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount and Class M-3 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount and Class M-3
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A,
Class M-1,
Class M-2
and
Class M-3
Certificates
(after
taking into
account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount and the Class M-3 Principal
Distribution Amount
for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the
Class M-4
Certificates
immediately
prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-6, Class SB
Certificates
and
Class R Certificates
with respect to distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing
(i) an
interest
designated
as a "regular
interest"
in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement
and the SB-AM
Swap
Agreement,
(iii) the right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-5
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
1.900% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 2.850% per annum.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount or
(ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount;
and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A,
Class M-1,
Class M-2,
Class M-3 and Class M-4
Certificates (after taking into account the payment of the Class A
Principal
Distribution Amount,
the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal Distribution Amount
and the
Class M-4
Principal
Distribution
Amount
for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the
Class M-5
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to
be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B,
senior to the Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap Agreement and the SB-AM Swap
Agreement,
(iii) the right to receive Basis Risk Shortfalls and (iv) an
obligation to pay
the Class IO Distribution Amount.
Class M-6
Margin:
With
respect to any
Distribution
Date prior to the second
Distribution
Date after the first
possible
Optional
Termination
Date,
2.000% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible Optional Termination Date, 3.000% per annum.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution Amount and
Class M-5
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount and
Class M-5 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
and
Class M-5
Certificates
(after
taking
into
account
the
payment of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal
Distribution Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-6
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any,
of the aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class R Certificate:
Any one of the Class R-1 or Class R-X Certificates.
Class R-1
Certificate:
Any one of the Class R-1
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
ownership of interests
designated as
"residual
interests"
in
REMIC I,
REMIC II
and
REMIC
III for
purposes
of the
REMIC
Provisions.
Component I
of the Class R-1
Certificates
is
designated
as the sole class of
"residual
interest"
in REMIC I,
Component II
of the Class R-1
Certificates
is
designated as the sole class of "residual
interest" in REMIC II and
Component III
of the Class R-1 Certificates is designated as the
sole class of "residual interest" in REMIC III.
Class R-X
Certificate:
Any one of the Class R-X
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
ownership of an interest
designated as
a "residual interest" in REMIC IV for purposes of the REMIC
Provisions.
Class SB
Certificate:
Any one of the Class
SB-1
Certificates
or Class
SB-2
Certificates
executed
by the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit C-II,
subordinate to
the Class A Certificates and Class M Certificates
with respect to distributions
and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing
ownership of the REMIC IV Regular Interests for purposes of the
REMIC
Provisions,
together with certain
rights to payments under the Swap Agreement for purposes of the
REMIC
Provisions and certain
obligations
with respect to payments of
Basis Risk Shortfalls.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
November 29, 2006.
Collateral Account:
The separate account created and maintained
pursuant to Section 4.09(h) hereof,
which shall be entitled
"DEUTSCHE BANK TRUST COMPANY AMERICAS, as trustee, in trust for the
[Name of Swap Provider]" and which must be an Eligible Account.
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 92705-4934, Attention:
Residential Funding Company, LLC, RALI 2006-QA10.
Custodial
File:
Any
mortgage
loan
document in the
Mortgage
File that is required to be
delivered to the Trustee or the
Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date Balance:
$377,962,898.22.
Cut-off Date:
November 1, 2006.
Defaulting Party: As defined in the Swap Agreement.
Definitive Certificate:
Any definitive, fully registered Certificate.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each Distribution Date, the calendar month in which
such Distribution Date occurs.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
Euroclear:
Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date, an amount equal to the sum of (A) the excess of (i) the
Available
Distribution
Amount for that
Distribution Date over (ii) the sum of (a) the Interest
Distribution
Amount for that Distribution Date
and (b) the lesser of (1) the
aggregate
Certificate
Principal
Balance of Class A Certificates and Class M Certificates
immediately
prior to such
Distribution
Date and (2) the
Principal
Remittance Amount for that Distribution Date to the extent not
applied to pay
interest on the Class A Certificates
and Class M Certificates
on such
Distribution
Date,
(B) the
Overcollateralization
Reduction
Amount,
if any, for that
Distribution
Date and (C) any Net Swap Payments
received by the Supplemental
Interest Trust Trustee under
the Swap Agreement for that Distribution Date and deposited in the
Supplemental Interest Trust Account pursuant to Section 4.09(c).
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a)
the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense Fee Rate:
With respect to any Mortgage
Loan as of any date of
determination,
the sum of the Servicing Fee Rate and
the rate per annum at which the Subservicing Fee accrues.
Gross Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
on the Mortgage Loan Schedule
attached hereto as the "NOTE MARGIN," which
percentage is added to the related Index on each Adjustment
Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Index:
With respect to any Mortgage Loan and as to any Adjustment
Date therefor,
the related index as stated in the related
Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Interest
Accrual Period:
(i) With respect to the
Distribution
Date in December 2006, the period
commencing on the Closing
Date and ending on the day immediately
preceding the
Distribution
Date in December 2006, and with respect to any
Distribution
Date
after the Distribution Date in December 2006, the period
commencing on the Distribution
Date in the month
immediately
preceding the
month in which such Distribution Date occurs and ending on the day
immediately preceding such Distribution Date.
Interest
Distribution
Amount:
For any
Distribution
Date,
the
aggregate
of the
amounts
payable
pursuant
to
Section
4.02(c)(i).
Interest Only Certificates:
None.
LIBOR:
With respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a Saturday
or Sunday or (ii) a day on which
banking
institutions
in London,
England are required or authorized to by law to be closed.
LIBOR Certificates:
The Class A Certificates and Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Margin:
The Class A Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3
Margin,
Class M-4 Margin,
Class M-5 Margin or
Class M-6 Margin, as applicable.
Marker Rate:
With respect to the Class SB
Certificates or REMIC III
Regular
Interest SB-IO and any
Distribution
Date, in
relation to the REMIC II
Regular
Interests
LT1, LT2,
LT3, and LT4, a per annum rate equal to two (2) times the weighted
average of
the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest LT2 and REMIC II Regular Interest LT3.
Maturity Date:
November 25, 2036, the Distribution
Date in the month of the latest
scheduled
maturity date of any Mortgage
Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate
indicated in Mortgage Loan
Schedule
hereto
attached
hereto as the "NOTE CEILING,"
which rate is the maximum
interest rate that may be applicable to such Mortgage Loan at any
time during
the life of such Mortgage Loan.
Maximum Net
Mortgage
Rate:
As to any
Mortgage
Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the
Expense Fee Rate.
Mortgage Loan
Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One ( and 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:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate as of origination ("ORIG RATE");
(iv)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi)
the
scheduled
monthly
payment of
principal,
if any,
and
interest as of the Cut-off
Date
("ORIGINAL P & I" or
"CURRENT P & I");
(vii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)
the Maximum Mortgage Rate ("NOTE CEILING");
(ix)
the maximum Net Mortgage Rate ("NET CEILING");
(x)
the Note Margin ("NOTE MARGIN");
(xi)
the Note Margin ("NOTE MARGIN");
(xii)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)
the rounding of the semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD");
(xiv)
the Loan-to-Value Ratio at origination ("LTV");
(xv)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xvi)
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
(xvii)
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 Rate:
With respect to any Mortgage Loan, the interest rate borne by the
related
Mortgage Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on each
Mortgage
Loan will adjust on each
Adjustment
Date to equal
the sum (rounded to the nearest
multiple of one eighth of one percent (0.125%) or up to the nearest
one-eighth of one percent,
which
are
indicated by a "U" on the Mortgage Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage
Loan Schedule
under the heading "NOTE
METHOD"),
of the related
Index plus the Note Margin,
in each case subject to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage Rate for such Mortgage Loan as of such date minus the
related Expense Fee Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required to be made pursuant to the terms of the
Swap Agreement by either the Swap
Counterparty or the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest
Trust, which net payment shall not take into account any Swap
Termination Payment.
Net WAC Cap Rate:
With
respect to any
Distribution
Date,
a per annum rate
equal to (i) the
product of (a) the
weighted
average of the Net Mortgage
Rates (or, if
applicable,
the Modified Net Mortgage
Rates) on the Mortgage Loans using the Net Mortgage
Rates in effect for the Monthly
Payments
due on the
Mortgage
Loans
during the
related
Due
Period,
weighted on the basis of the
respective
Stated
Principal
Balances
thereof for such
Distribution
Date,
and (b) a fraction the numerator of which is 30 and the
denominator
of which is the actual number of days in the related
Interest
Accrual
Period minus
(ii) the
product of (a) a fraction
expressed as a
percentage,
the
numerator of which is the amount of any Net Swap
Payments or Swap
Termination
Payment not due to a
Swap
Counterparty
Trigger
Event owed to the Swap
Counterparty
as of such
Distribution
Date and the
denominator
of which is the
aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution
Date, and (b) a fraction
expressed as percentage,
the
numerator of which is 360 and the denominator of which is the
actual number of days in the related Interest Accrual Period.
Note Margin:
With respect to each Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
in Exhibit One hereto as the "NOTE MARGIN," which
percentage is added to the Index on each
Adjustment
Date to determine
(subject to
rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the
interest rate to be borne by such Mortgage Loan until the next
Adjustment Date.
Notional Amount:
With respect to any Distribution Date and the Class SB-1
Certificates and the Class SB-2
Certificates,
50%
and 50%,
respectively,
of the Stated Principal Balance of the Mortgage Loans
immediately prior to such Distribution
Date. For REMIC
purposes,
with respect to the Class SB Certificates or REMIC III Regular
Interest SB-IO,
immediately prior to any Distribution
Date,
the aggregate of the Uncertificated Principal Balances of the REMIC
II Regular Interests.
Optional
Termination
Date: Any
Distribution
Date on or after which the aggregate
Stated
Principal
Balance (after giving
effect to distributions to be made on such Distribution Date) of
the Mortgage Loans is less than 10.00% of the Cut-off Date Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be made on such
Distribution
Date over
(b) the aggregate Certificate Principal Balance of the Class A
Certificates and Class M Certificates immediately prior to such
date.
Overcollateralization Floor: An amount equal to the product of
0.35% and the Cut-off Date Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess Cash Flow for that
Distribution
Date (to the extent not used to cover the
amounts
described
in clauses
(b)(iv),
(v) and
(vi) of the
definition
of
Principal
Distribution
Amount as of such Distribution Date) and (b) the excess of (1) the
Required
Overcollateralization
Amount for
such Distribution Date over (2) the Overcollateralization Amount
for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect to any
Distribution
Date on which the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all other
distributions
to be made on such
Distribution
Date,
greater
than
zero,
the
Overcollateralization
Reduction
Amount
shall be
equal
to the
lesser
of
(i) the
Excess
Overcollateralization
Amount
for that
Distribution Date and (ii) the Principal Remittance Amount on such
Distribution Date.
Pass-Through
Rate:
With respect to the Class of Class A Certificates
and any
Distribution
Date, a per annum rate equal to
the lesser of (i)
LIBOR plus the related
Margin and
(ii) the Net WAC Cap Rate.
With
respect to each class of Class M
Certificates
and any
Distribution
Date, a per annum rate equal to the least of (i)
LIBOR plus the related
Margin,
(ii) the Net WAC Cap Rate and
(iii) 14.00% per annum.
With respect to the Class SB
Certificates
or REMIC III Regular
Interest SB-IO and any
Distribution
Date, a per annum rate
equal to the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant to clauses (i)
through (iii) below, and the denominator of which is the aggregate
principal balance of the REMIC II Regular
Interests.
For purposes
of calculating the
Pass-Through
Rate for the Class SB Certificates or REMIC III Regular Interest
SB-IO, the numerator is equal to the
sum of the following components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT1 minus the
Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT2 minus the
Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the Marker Rate,
applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Permanent Regulation S Global Offered Certificate:
Any one of the Class SB Certificates
substantially in the form of Exhibit
Eleven-B hereto, and, in both cases, more fully described in
Section 5.02(g) hereof.
Prepayment
Assumption:
The
prepayment
assumption to be used for
determining
the accrual of original
issue
discount and
premium and market discount on the
Certificates for federal income tax purposes,
which assumes a constant
prepayment rate of 30% per
annum of the then outstanding principal balance of the Mortgage
Loans.
Prepayment
Charge:
With respect to any Mortgage Loan, the charges or premiums,
if any,
received in connection
with a full
or partial prepayment of such Mortgage Loan in accordance with the
terms thereof.
Prepayment
Charge Loan: Any Mortgage Loan for which a Prepayment
Charge may be assessed and to which such Prepayment
Charge
the Class SB Certificates are entitled, as indicated on the
Mortgage Loan Schedule.
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date,
the
lesser of (a) the
excess of (x)
Available
Distribution
Amount plus for inclusion in Excess Cash Flow for purposes of
clauses (b)(v) and (b)(vi) below,
the amounts
received by
the Supplemental
Interest Trust Trustee under the Swap Agreement for that
Distribution Date over (y) the Interest
Distribution Amount
and (b) the sum of:
(i)
the
principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii)
the Stated Principal
Balance of any Mortgage Loan
repurchased
during the related
Prepayment
Period (or deemed to
have been so
repurchased
in
accordance
with Section
3.07(b))
pursuant to Section 2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited in the Custodial
Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03
or 2.04 during the prior calendar month;
(iii)
the principal portion of all other unscheduled collections,
other than Subsequent Recoveries,
on the Mortgage Loans
received
(or deemed to have been so
received)
during the prior
calendar
month or, in the case of
Principal
Prepayments
in Full,
during the related Prepayment Period,
including,
without limitation,
Curtailments,
Insurance Proceeds,
Liquidation
Proceeds,
REO
Proceeds and Principal Prepayments, to the extent applied by the
Master Servicer as recoveries of principal pursuant to Section
3.14;
(iv)
the lesser of
(1) Subsequent
Recoveries for such
Distribution
Date and (2) the
principal portion of any Realized
Losses allocated to the Class A Certificates or the Class M
Certificates on a prior Distribution Date and remaining unpaid;
(v)
the lesser of (1) the Excess Cash Flow for such
Distribution Date (to the extent not used pursuant to clause (iv)
of
this
definition on such
Distribution
Date) and (2) the
principal
portion of any Realized
Losses
incurred (or deemed to have been
incurred)
on any
Mortgage
Loans in the
calendar
month
preceding
such
Distribution
Date
that
are
allocated
to any
Class of
Certificates; and
(vi)
the lesser of (a) the Excess Cash Flow for such
Distribution
Date,
to the extent not used pursuant to clauses (iv)
and (v) of this
definition
on such
Distribution
Date,
and (b) the
amount of any
Overcollateralization
Increase
Amount for such
Distribution Date;
minus
(vii)
(A) the amount of any
Overcollateralization
Reduction Amount for such
Distribution
Date and (B) the amount of any
Capitalization Reimbursement Amount for such Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any Distribution
Date, all amounts
described in clauses (b)(i) through (iii)
of the definition of Principal Distribution Amount for that
Distribution Date.
Record Date: With respect to each
Distribution Date and each Class of Book Entry
Certificates,
the Business Day immediately
preceding such
Distribution
Date. With respect to each Class of Definitive
Certificates,
the close of business on the last Business
Day of the month next preceding the month in which the related
Distribution
Date occurs,
except in the case of the first Record Date
which shall be the Closing Date.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC I:
The segregated
pool of assets
(exclusive of the
Supplemental
Interest Trust Account,
the Swap Agreement and the
SB-AM Swap Agreement), 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;
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv)
the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I
Available
Distribution
Amount:
The Available
Distribution
Amount increased by the amount of any Net Swap Payment
described in clause (b)(z) thereof.
REMIC I Distribution
Amount:
For any Distribution
Date, the REMIC I Available
Distribution
Amount shall be distributed to
REMIC II
in respect of the
REMIC I
Regular
Interests
and the
Class R-1
Certificates
in
respect of
Component
I thereof in the
following amounts and priority:
(a)
to REMIC I Regular Interest A-I and REMIC I Regular
Interest I-1-A
through I-60-B,
pro rata, in an amount
equal to (A)
Uncertificated
Accrued
Interest for such REMIC I
Regular
Interests for such
Distribution
Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous
Distribution Dates;
(b)
to the extent of amounts
remaining after the distributions
made pursuant to clause (a) above,
payments of
principal shall be allocated as follows:
first, to REMIC I Regular
Interests I-1-A through I-60-B starting with the lowest
numerical
denomination
until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced
to zero,
provided that, for
REMIC I
Regular
Interests with the same numerical
denomination,
such payments of principal shall be allocated pro rata between such
REMIC I Regular
Interests and second,
to the extent of any
Overcollateralization
Reduction
Amount to REMIC I Regular
Interest A-I
until the Uncertificated Principal Balance of such REMIC I Regular
Interest is reduced to zero; and
(c)
any remaining amounts to the Class R-1 Certificates in respect of
Component I thereof.
REMIC I Interests:
The REMIC I Regular Interests and Component I of the Class R-1
Certificates.
REMIC I Realized Losses:
All Realized Losses on the Mortgage Loans shall be allocated
first, on each
Distribution
Date, to
REMIC I
Regular
Interest
A-I until such
REMIC I
Regular
Interest
has been
reduced to zero.
Second,
Realized
Losses
shall be
allocated to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest
I-60-B,
starting with the lowest numerical
denomination
until such REMIC I
Regular
Interest has been reduced to zero,
provided that, for REMIC I
Regular
Interests with the same numerical
denomination, such Realized Losses shall be allocated pro rata
between such REMIC I Regular Interests.
REMIC I Regular Interest.
Any of the separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder
and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal,
subject to the terms and
conditions
hereof,
in an
aggregate
amount equal to its initial
Uncertificated
Principal
Balance as set forth in the
Preliminary
Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC I
Regular
Interest
A-I: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II:
The
segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of the REMIC I Regular
Interests.
REMIC II
Available
Distribution
Amount:
For any Distribution Date, the amount distributed from REMIC I to
REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II
Distribution
Amount: For any Distribution Date, the REMIC II Available
Distribution Amount shall be distributed to
REMIC III
in respect of the
REMIC II
Regular
Interests
and the
Class R-1
Certificates
in respect of Component II thereof in the
following amounts and priority:
(a)
to REMIC II
Regular
Interest LT-IO,
in an amount equal to (i)
Uncertificated
Accrued
Interest for such
REMIC II
Regular
Interest
for such
Distribution
Date,
plus (ii) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above, to REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro
rata,
in an amount
equal to (i) their
Uncertificated
Accrued
Interest
for such
Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) and (b) above:
(i)
to
REMIC II
Regular
Interests
LT2,
LT3 and LT4,
their
respective
Principal
Distribution Amounts;
(ii)
to
REMIC II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated
Principal Balance thereof is reduced to zero;
(iii)
any remainder to REMIC II
Regular
Interests LT2, LT3 and LT4, pro rata according
to their respective
Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant
to (i) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) through (c) above:
(i)
first,
to each of the
REMIC II
Regular
Interests,
pro rata
according
to the
amount of unreimbursed
Realized Losses
allocable to principal
previously
allocated to each such REMIC II
Regular
Interest,
the aggregate
amount of any
distributions to the Certificates as reimbursement of such
Realized Losses on such Distribution Date pursuant to clause (vii)
in
Section 4.02(c);
provided,
however,
that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC II
Distribution
Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the REMIC II Regular
Interests; and
(ii)
second,
to the
Class R-1
Certificates
in respect of Component II thereof,
any
remaining amount.
REMIC II Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum rate equal to the weighted
average of (x) with
respect to REMIC I Regular Interests ending with the designation
"B," the weighted average of the Uncertificated
REMIC I
Pass-Through
Rates for such REMIC I
Regular
Interests,
weighted on the basis of the
Uncertificated
Principal
Balance of such
REMIC I
Regular
Interests for each such Distribution
Date, (y) with respect to REMIC I Regular Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
and (z) with respect to REMIC I Regular
Interests
ending with the designation "A," for each
Distribution
Date listed below,
the weighted
average of the rates listed below for each such REMIC I Regular
Interest listed below,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC I Regular Interest for each such Distribution Date:
DISTRIBUTION DATE
REMIC I REGULAR INTEREST
RATE
1
I-1-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-2-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
25
I-25-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
26
I-26-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
27
I-27-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
28
I-28-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
29
I-29-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
30
I-30-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
31
I-31-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
32
I-32-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
33
I-33-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
34
I-34-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
35
I-35-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
36
I-36-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
37
I-37-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
38
I-38-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
39
I-39-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
40
I-40-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
41
I-41-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
42
I-42-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
43
I-43-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
44
I-44-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
45
I-45-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
46
I-46-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
47
I-47-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
48
I-48-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
49
I-49-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
50
I-50-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
51
I-51-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
52
I-52-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
53
I-53-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-52-A
Uncertificated REMIC I Pass-Through Rate
54
I-54-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
55
I-55-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
56
I-56-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
57
I-57-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
58
I-58-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
59
I-59-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
60
I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-59-A
Thereafter
I-1-A through I-60-A
Uncertificated REMIC I Pass-Through Rate
---------------------------------------------------------------------------------------------------------------------------------------
REMIC II
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
principal
balances
of the
REMIC II Regular Interests LT1, LT2, LT3 and LT4,
respectively will be reduced on such Distribution Date by the
allocation of Realized
Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the principal balance of the REMIC II Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution
Date
(note:
Y3 = Y4).
(DELTA)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC II
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of Realized Losses on the prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses to be made on such Distribution Date.
(DELTA)P =
P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=
the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal
distributions to be
made on, the Certificates on such
Distribution
Date (including
distributions of accrued and unpaid interest on the
Class SB Certificates for prior Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
allocated on the prior Distribution Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses to be allocated on such Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the
Closing
Date for use on the first
Distribution
Date
shall be 0.0001.
(gamma)0 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such
Class applicable
for
distributions to be made on such Distribution Date and (ii) the
aggregate Certificate
Principal Balance for such Class after
distributions and the allocation of Realized Losses on
the prior Distribution Date and (B) R0*P0.
(gamma)1 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such Class applicable for distributions to
be made on the next succeeding
Distribution Date
and (ii) the
aggregate
Certificate
Principal
Balance for such
Class after
distributions
and the
allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2)
If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II
Realized
Losses:
Realized
Losses on the Mortgage
Loans shall be allocated to the REMIC II
Regular
Interests as
follows.
The interest
portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among REMIC II
Regular
Interests
LT1,
LT2 and LT4,
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 and allocated
pursuant to the succeeding
sentences.
The
principal
portion of Realized Losses with respect to Mortgage Loans shall be
allocated to the REMIC II
Regular
Interests as follows:
first, to REMIC II Regular Interests LT2, LT3 and LT4, pro-rata
according to their respective
REMIC II Principal
Reduction Amounts to
the extent
thereof in
reduction
of the
Uncertificated
Principal
Balance of such
REMIC II
Regular
Interests
and,
second,
the
remainder,
if any, of such principal
portion of such Realized Losses shall be allocated to REMIC II
Regular Interest LT1 in reduction
of the Uncertificated Principal Balance thereof.
REMIC II
Regular
Interests:
REMIC II Regular
Interest LT1,
REMIC II Regular Interest LT2,
REMIC II Regular Interest LT3,
REMIC II Regular Interest LT4 and REMIC II Regular Interest LT-IO.
REMIC II
Regular
Interest LT1: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT1 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT1 on such Distribution Date.
REMIC II
Regular
Interest LT2: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT2 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT2 on such Distribution Date.
REMIC II
Regular
Interest LT3: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT3 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT3 on such Distribution Date.
REMIC II
Regular
Interest LT4: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT4 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT4 on such Distribution Date.
REMIC II
Regular
Interest LT-IO: A regular
interest in REMIC II that is held as an asset of REMIC III,
that has no initial
principal
balance,
that bears
interest at the related
Uncertificated
REMIC II
Pass-Through
Rate on its
Uncertificated
Notional
Amount, and that has such other terms as are described herein.
REMIC III:
The segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
with
respect to which a separate
REMIC
election
is to be made,
consisting
of the
REMIC II
Regular
Interests.
REMIC III
Available
Distribution
Amount:
For any Distribution
Date, the amount
distributed from REMIC II to REMIC III on
such Distribution Date in respect of the REMIC II Regular
Interests.
REMIC III
Distribution
Amount:
For any
Distribution
Date,
the REMIC III
Available
Distribution
Amount shall be deemed
distributed
to the Class A
Certificates
and Class M
Certificates
in
respect
of the
portion
of such
Certificates
representing
ownership of REMIC III Regular
Interests,
REMIC III Regular Interests SB-IO,
SB-PO and IO and the Class R-1
Certificates in respect
of Component III thereof in the following amounts and priority:
(i)
to REMIC IV in respect of REMIC III
Regular
Interest IO, the amount
distributable
with respect to such
REMIC III
Regular Interest as described in the Preliminary
Statement,
being paid from and in reduction of the REMIC III Available
Distribution
Amount for such Distribution Date;
(ii)
to the Class A Certificateholders,
the Accrued Certificate Interest payable on the Class A
Certificates with respect
to such
Distribution
Date,
plus any
related
amounts
accrued
pursuant
to this
clause (i) but
remaining
unpaid
from any prior
Distribution Date, being paid from and in reduction of the REMIC
III Available Distribution Amount for such Distribution Date;
(iii)
to the Class M Certificateholders,
from the amount, if any, of the Available Distribution Amount
remaining after the
foregoing
distributions,
Accrued
Certificate
Interest payable on the Class M Certificates with respect to such
Distribution
Date,
plus any related amounts accrued pursuant to this clause (ii) but
remaining unpaid from any prior Distribution Date,
sequentially,
to
the Class M-1 Certificateholders,
Class M-2 Certificateholders,
Class M-3 Certificateholders, Class M-4 Certificateholders, Class
M-5
Certificateholders
and Class M-6
Certificateholders,
in that order,
being paid from and in
reduction
of the
REMIC III
Available
Distribution Amount for such Distribution Date;
(iv)
the Principal
Distribution
Amount shall be distributed as follows, to be applied to reduce the
principal balance of
the
REMIC III
Regular
Interest
related
to the
applicable
Certificates
in each
case to the
extent of the
remaining
Principal
Distribution Amount:
(A)
first, the Class A-Principal
Distribution Amount shall be distributed to the Class A-1
Certificateholders,
Class
A-2
Certificateholders
and
Class
A-3
Certificateholders,
on a pro rata
basis in
accordance
with
their
respective
Certificate Principal Balances, in each case until the Certificate
Principal Balance thereof has been reduced to zero;
(B)
second,
to the
Class M-1
Certificateholders,
the
Class M-1
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-1 Certificates has
been reduced to zero;
(C)
third,
to the
Class M-2
Certificateholders,
the
Class M-2
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-2 Certificates has
been reduced to zero;
(D)
fourth,
to the
Class M-3
Certificateholders,
the
Class M-3
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-3 Certificates has
been reduced to zero;
(E)
fifth,
to the
Class M-4
Certificateholders,
the
Class M-4
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-4 Certificates has
been reduced to zero;
(F)
sixth,
to the
Class M-5
Certificateholders,
the
Class M-5
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-5 Certificates has
been reduced to zero;
(G)
seventh,
to the
Class M-6
Certificateholders,
the Class M-6
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-6 Certificates has
been reduced to zero; and
(v)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
allocated
thereto for such Distribution
Date, on a pro rata basis based on Prepayment
Interest
Shortfalls
allocated thereto to the
extent not offset by Eligible Master Servicing Compensation on such
Distribution Date;
(vi)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
previously
allocated
thereto
remaining
unpaid from prior
Distribution
Dates
together with
interest
thereon at the related Pass
Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii)
to REMIC IV in respect of REMIC III Regular
Interests SB-IO and SB-PO, (A) from the amount, if any, of the
REMIC III
Available
Distribution Amount remaining after the foregoing
distributions,
the sum of (I) Accrued Certificate
Interest on the Class
SB
Certificates,
(II) the
amount
of any
Overcollateralization
Reduction
Amount
for such
Distribution
Date and
(III)
for any
Distribution
Date after the
Certificate
Principal
Balance of each Class of Class A Certificates
and Class M Certificates
has been
reduced
to zero,
the
Overcollateralization
Amount and (B) from
prepayment
charges on
deposit
in the
Certificate
Account,
any
prepayment charges received on the Mortgage Loans during the
related Prepayment Period; and
(viii)
to the
Class R-1
Certificateholders
in respect of Component
III thereof,
the balance,
if any, of the
REMIC III
Available
Distribution Amount.
REMIC III Regular Interest SB-PO: A separate
uncertificated
beneficial
ownership interest in REMIC III issued hereunder and
designated
as a
Regular
Interest
in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest
SB-PO
shall
have no
entitlement to interest,
and shall be entitled to distributions of principal subject to the
terms and conditions
hereof, in aggregate
amount equal to the initial Overcollateralization Amount as set
forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate
uncertificated
beneficial
ownership interest in REMIC III issued hereunder and
designated
as a
Regular
Interest
in
REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular
Interest
SB-IO
shall
have no
entitlement to principal,
and shall be entitled to distributions of interest subject to the
terms and conditions
hereof, in aggregate
amount equal to the interest distributable with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
REMIC III
Regular
Interest IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III issued hereunder and
designated as a Regular Interest in REMIC III,
held as an asset of REMIC IV.
REMIC III
Regular Interest IO shall have no entitlement
to principal,
and shall be entitled to
distributions
of interest
subject to the terms and conditions
hereof,
in aggregate
amount
equal to the interest distributable with respect to REMIC II
Regular Interest LT-IO.
REMIC III
Regular
Interests:
REMIC III
Regular
Interests SB-IO,
SB-PO and IO, together with the Class A Certificates and
Class M Certificates
exclusive of their
respective
rights to receive the payment of Basis Risk Shortfalls and other
amounts pursuant
to the Swap Agreement and the SB-AM Swap Agreement.
REMIC IV: The
segregated
pool of assets
subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of REMIC III Regular
Interests
SB-IO, SB-PO and IO.
REMIC IV
Available
Distribution
Amount:
For any
Distribution
Date,
the amounts
deemed
distributed
from
REMIC III to
REMIC IV on such Distribution
Date in respect of REMIC III
Regular Interests SB-IO,
SB-PO and IO pursuant to the definition of REMIC
III Distribution Amount.
REMIC IV
Distribution
Amount:
For any
Distribution
Date,
the
REMIC IV
Available
Distribution
Amount
shall be deemed
distributed
by
REMIC IV to the
holders
of the
Class SB
Certificates
on
account
of
REMIC
IV
Regular
Interest
SB and to the
Supplemental Interest Trust Account on account of REMIC IV Regular
Interest IO.
REMIC IV
Regular
Interests.
Either of the
separate
beneficial
ownership
interests
in
REMIC IV
issued
hereunder
and
designated as a "regular
interest" in REMIC IV.
The REMIC IV Regular
Interests
shall be entitled to
distributions
of interest and
principal, subject to the terms and conditions hereof, as set forth
in the Preliminary Statement hereto.
Required
Overcollateralization
Amount:
With
respect to any
Distribution
Date (i) prior to the Stepdown
Date,
an amount
equal to 0.65% of the aggregate
Stated
Principal
Balance of the Mortgage Loans as of the Cut-off Date; (ii) on or
after the Stepdown
Date,
the greater of (x) 1.30% of the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
made on that
Distribution
Date and (y) the
Overcollateralization
Floor; and (iii) on or after the Stepdown Date if a
Trigger Event is in effect, the Required
Overcollateralization
Amount for the immediately preceding
Distribution Date; provided that
the Required
Overcollateralization
Amount may be reduced so long as written confirmation is obtained
from each rating agency that the
reduction
will not reduce the ratings
assigned to the Class A Certificates
and Class M Certificates
by that rating agency below the
lower of the then-current ratings or the ratings assigned to those
certificates as of the closing date by that rating agency.
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Rule 144A
Global
Offered
Certificate:
Any one of the Class
SB-1
Certificates
substantially
in the form
annexed to the
Standard Terms as Exhibit C-II, as more fully described in Section
5.02(g) hereof.
SB-AM Swap Agreement:
The interest rate swap agreement between the Trustee, on behalf of
the Class A
Certificateholders
and
Class M
Certificateholders,
and the Trustee,
on behalf of the Class SB
Certificateholders,
evidenced by the confirmation
attached
hereto as Exhibit Five and incorporated herein by reference.
Senior Certificate:
Any one of the Class A Certificates.
Senior
Enhancement
Percentage:
With respect to any
Distribution
Date, the percentage
obtained by dividing (x) the sum of
(i) the aggregate
Certificate
Principal Balance of the Class M Certificates and (ii) the
Overcollateralization
Amount, in each case
prior to the
distribution of the Principal
Distribution
Amount on such
Distribution
Date, by (y) the aggregated
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date.
Sixty-Plus
Delinquency
Percentage:
With respect to any
Distribution
Date on or after the Stepdown
date,
the
arithmetic
average,
for each of the three
consecutive
Distribution
Dates ending with such Distribution
Date, of the fraction,
expressed as a
percentage,
equal to (x) the aggregate Stated
Principal
Balance of the Mortgage Loans that are 60 or more days delinquent
in payment
of principal and interest for that
Distribution
Date,
including
Mortgage
Loans in
foreclosure,
and REO
Properties
over (y) the
aggregate Stated Principal Balance of all of the Mortgage Loans
immediately preceding that Distribution Date.
Specified Condition:
Shall have the meaning set forth in the Swap Agreement.
Stated
Principal
Balance:
With
respect to any
Mortgage
Loan or related REO
Property,
as of any date of
determination,
(i) the sum of (a) the Cut-off Date Principal
Balance of the Mortgage Loan plus (b) any amount by which the
Stated
Principal
Balance
of the Mortgage Loan has been increased
pursuant to a Servicing
Modification,
minus (ii) the sum of (a) the principal portion of the
Monthly
Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending with the Due Period relating to
the most recent
Distribution
Date which were
received or with respect to which an Advance was made,
(b) all
Principal
Prepayments
with respect to such Mortgage Loan or REO Property,
and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries of principal in accordance
with
Section 3.14
with respect to such Mortgage Loan or REO
Property,
in each case which were distributed
pursuant to Section 4.02 on any previous
Distribution
Date, and (c) any Realized Loss
incurred with respect to such Mortgage Loan allocated to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: The earlier to occur of (i) the
Distribution
Date immediately
succeeding the Distribution
Date on which the
aggregate
Certificate
Principal
Balance of the Class A
Certificates
has been reduced to zero or (ii) the later to occur of (x) the
Distribution
Date in December 2009 and (y) the first
Distribution
Date on which the Senior
Enhancement
Percentage
(calculated for
this
purpose only after
taking into
account
payments of
principal
on the
Mortgage
Loans due on the related Due Date or received
during the related
Prepayment
Period but prior to distribution of the Principal
Distribution
Amount in respect of the
Certificates
then entitled to distributions of principal on such Distribution
Date) is greater than or equal to approximately 11.50%.
Subordination
Percentage:
With
respect to each
class of Class A
Certificates
and Class M
Certificates,
the
respective
approximate percentage set forth in the table below:
CLASS
PERCENTAGE
A
88.50
M-1
93.20
M-2
95.70
M-3
96.40
M-4
97.10
M-5
97.80
M-6
98.70
Supplemental
Interest
Trust
Account:
The
separate
trust
account
created
and
maintained
by the
Trustee
pursuant to
Section 4.09(a).
Supplemental
Interest Trust: The separate trust created and maintain by the
Supplemental
Interest Trust Trustee pursuant to
Section 4.09(a).
The primary activities of the Supplemental Interest Trust created
pursuant to this Agreement shall be:
(i)
holding the Swap Agreement;
(ii)
receiving collections or making payments with respect to the Swap
Agreement; and
(iii)
engaging in other
activities that are necessary or incidental to accomplish these
limited
purposes,
which
activities
cannot be contrary to the status of the
Supplemental
Interest Trust as a qualified
special purpose entity under
existing accounting literature.
Supplemental
Interest
Trust
Trustee:
Deutsche Bank Trust Company
Americas,
a national
banking
association,
not in its
individual
capacity,
but solely in its capacity as trustee of the
Supplemental
Interest Trust, and any successor
thereto,
and any
corporation or national banking
association
resulting from or surviving any consolidation or merger to which it
or its successors may
be a party and any successor trustee as may from time to time be
serving as successor trustee hereunder.
Swap Agreement:
The interest rate swap agreement between the Swap
Counterparty and the Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust,
which
agreement
provides for Net Swap Payments and Swap
Termination
Payments to be
paid, as provided
therein,
together with any schedules,
confirmations
or other
agreements
relating
thereto,
attached
hereto as
Exhibit Four.
Swap Agreement Event of Default:
Shall have the same meaning given the term "Event of Default" in
the Swap Agreement.
Swap
Agreement
Notional
Balance:
As to the Swap
Agreement
and each Floating Rate Payer Payment Date and Fixed Rate Payer
Payment Date (each as defined in the Swap
Agreement)
the amount set forth on Schedule I to the Swap
Agreement for such Floating Rate
Payer Payment Date and Fixed Rate Payer Payment Date.
Swap
Counterparty:
The swap
counterparty
under the Swap
Agreement
either
(a)
entitled
to
receive
payments
from the
Supplemental
Interest Trust Trustee from amounts
payable by the
Supplemental
Interest Trust under this Agreement or (b) required to
make payments to the
Supplemental
Interest Trust Trustee for payment to the
Supplemental
Interest Trust, in either case pursuant to
the terms of the Swap
Agreement,
and any
successor in interest or assign.
Initially,
the Swap
Counterparty
shall be Bear Stearns
Financial Products Inc.
Swap
Counterparty
Trigger Event:
With respect to any
Distribution
Date,
(i) an Event of Default under the Swap Agreement
with respect to which the Swap
Counterparty
is a Defaulting
Party,
(ii) a
Termination
Event (other than
Illegality or Tax Event)
under the Swap Agreement with respect to which the Swap
Counterparty is the sole Affected Party,
or (iii) an
additional
termination
event under the Swap Agreement with respect to which the Swap
Counterparty is the sole Affected Party.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap
Termination
Payment:
Upon the
occurrence of an Early
Termination
Date,
the payment to be made by the
Supplemental
Interest
Trust Trustee on behalf of the
Supplemental
Interest
Trust to the Swap
Counterparty
from payments from the
Supplemental
Interest
Trust,
or by the Swap
Counterparty
to the
Supplemental
Interest Trust Trustee for payment to the
Supplemental
Interest
Trust, as applicable, pursuant to the terms of the Swap Agreement.
Temporary
Regulation
S Global
Offered
Certificate:
Any one of the Class SB-1
Certificates
substantially
in the form of
Exhibit Eleven -C hereto, and, in both cases, more fully described
in Section 5.02(g) hereof.
Trigger
Event:
A Trigger
Event is in effect with respect to any
Distribution
Date on or after the Stepdown Date if either
(a) the
Sixty-Plus
Delinquency
Percentage,
as
determined
on that
Distribution
Date
exceeds
40.00% of the
Senior
Enhancement
Percentage
for that
Distribution
Date or (b) the aggregate
amount of Realized
Losses on the Mortgage
Loans as a percentage of the
initial aggregate Stated Principal Balance as of the Cut-off Date
exceeds the applicable amount set forth below:
o
December
2008 to November
2009:
0.20% with
respect to December
2008,
plus an
additional
1/12th of 0.30% for each month
through November 2009.
o
December
2009 to November
2010:
0.50% with
respect to December
2009,
plus an
additional
1/12th of 0.40% for each month
through November 2010.
o
December
2010 to November
2011:
0.90% with
respect to December
2010,
plus an
additional
1/12th of 0.35% for each month
through November 2011.
o
December
2011 to November
2012:
1.25% with
respect to December
2011,
plus an
additional
1/12th of 0.25% for each month
through November 2012.
o
December 2012 and thereafter: 1.50%.
Uncertificated
Accrued Interest:
With respect to any
Uncertificated
REMIC Regular Interest for any Distribution
Date, one
month's interest at the related
Uncertificated
Pass-Through Rate for such Distribution Date, accrued on the
Uncertificated
Principal
Balance or
Uncertificated
Notional
Amount,
as applicable,
immediately
prior to such
Distribution
Date.
Uncertificated
Accrued
Interest for the
Uncertificated
REMIC
Regular
Interests
shall accrue on the basis of a 360-day year
consisting
of twelve
30-day
months.
For
purposes
of
calculating
the
amount of
Uncertificated
Accrued
Interest
for the REMIC I Regular
Interests
for any
Distribution Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the extent not covered by
Compensating
Interest)
shall be allocated among REMIC I Regular
Interests,
pro rata, based on, and to the extent of,
Uncertificated
Accrued
Interest,
as
calculated
without
application of this sentence.
For purposes of calculating the amount of
Uncertificated
Accrued Interest for the
REMIC II Regular Interests for any Distribution Date, any
Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the extent not
covered by Compensating
Interest) shall be allocated among the REMIC II Regular
Interests,
pro rata, based on, and to the extent of,
Uncertificated
Accrued Interest,
as calculated
without
application of this sentence.
Uncertificated
Interest on REMIC III Regular
Interest SB-PO shall be zero.
Uncertificated
Accrued
Interest on REMIC III Regular Interest SB-IO for each
Distribution
Date shall
equal Accrued Certificate Interest for the Class SB Certificates.
Uncertificated
Notional Amount:
With respect to the Class SB
Certificates or REMIC III Regular Interest SB-IO,
immediately
prior to any Distribution Date, the aggregate of the Uncertificated
Principal Balances of the REMIC II Regular Interests.
With
respect to REMIC II Regular
Interest
LT-IO and each
Distribution
Date listed
below,
the
aggregate
Uncertificated
Principal Balance of the REMIC I Regular Interests ending with the
designation "A" listed below:
DISTRIBUTION DATE
REMIC I REGULAR INTERESTS
1
I-1-A through I-60-A
2
I-2-A through I-60-A
3
I-3-A through I-60-A
4
I-4-A through I-60-A
5
I-5-A through I-60-A
6
I-6-A through I-60-A
7
I-7-A through I-60-A
8
I-8-A through I-60-A
9
I-9-A through I-60-A
10
I-10-A through I-60-A
11
I-11-A through I-60-A
12
I-12-A through I-60-A
13
I-13-A through I-60-A
14
I-14-A through I-60-A
15
I-15-A through I-60-A
16
I-16-A through I-60-A
17
I-17-A through I-60-A
18
I-18-A through I-60-A
19
I-19-A through I-60-A
20
I-20-A through I-60-A
21
I-21-A through I-60-A
22
I-22-A through I-60-A
23
I-23-A through I-60-A
24
I-24-A through I-60-A
25
I-25-A through I-60-A
26
I-26-A through I-60-A
27
I-27-A through I-60-A
28
I-28-A through I-60-A
29
I-29-A through I-60-A
30
I-30-A through I-60-A
31
I-31-A through I-60-A
32
I-32-A through I-60-A
33
I-33-A through I-60-A
34
I-34-A through I-60-A
35
I-35-A through I-60-A
36
I-36-A through I-60-A
37
I-37-A through I-60-A
38
I-38-A through I-60-A
39
I-39-A through I-60-A
40
I-40-A through I-60-A
41
I-41-A through I-60-A
42
I-42-A through I-60-A
43
I-43-A through I-60-A
44
I-44-A through I-60-A
45
I-45-A through I-60-A
46
I-46-A through I-60-A
47
I-47-A through I-60-A
48
I-48-A through I-60-A
49
I-49-A through I-60-A
50
I-50-A through I-60-A
51
I-51-A through I-60-A
52
I-52-A through I-60-A
53
I-53-A through I-60-A
54
I-54-A through I-60-A
55
I-55-A through I-60-A
56
I-56-A through I-60-A
57
I-57-A through I-60-A
58
I-58-A through I-60-A
59
I-59-A through I-60-A
60
I-60-A
thereafter
$0.00
With
respect
to REMIC
III
Regular
Interest
IO,
immediately
prior to any
Distribution
Date,
an
amount
equal to the
Uncertificated Notional Amount of REMIC II Regular Interest LT-IO.
Uncertificated
Pass-Through
Rate: The Uncertificated
REMIC I Pass-Through Rate or the Uncertificated
REMIC II Pass-Through
Rate, as applicable
Uncertificated
Principal Balance:
The principal amount of any Uncertificated
Regular Interest outstanding as of any date of
determination.
The
Uncertificated
Principal
Balance of each
Uncertificated
Regular
Interest
shall be reduced
first by Realized
Losses
allocated
thereto by the
definition
of REMIC I
Realized
Losses or REMIC II
Realized
Losses,
as
applicable,
and by all
distributions
of
principal
deemed
made on such
Uncertificated
Regular
Interest on such
Distribution
Date.
The
Uncertificated
Principal
Balance of each
Uncertificated
Regular
Interest shall never be less than zero. With respect to REMIC III
Regular Interest
SB-PO the initial
amount set forth with
respect
thereto in the
Preliminary
Statement
as reduced by
distributions
deemed made in
respect thereof pursuant to Section 4.02 and Realized Losses
allocated thereto pursuant to Section 4.05.
Uncertificated REMIC
Regular Interests:
The REMIC I Regular Interests,
the REMIC II Regular Interests and REMIC III Regular
Interests SB-IO, SB-PO and IO.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each REMIC I Regular
Interest ending with the designation
"A", a
per annum rate equal to the weighted
average Net Mortgage Rate of the Mortgage Loans
multiplied by two (2), subject to a maximum rate
of 10.64%.
With respect to each REMIC I Regular
Interest ending with the
designation
"B", the greater of (x) a per annum rate equal
to the excess,
if any, of (i) 2 multiplied by the weighted
average Net Mortgage Rate of the Mortgage Loans over
(ii) 10.64%
and (y)
0.00000%.
With respect to REMIC I Regular Interest A-I, the weighted average
of the Net Mortgage Rates of the Mortgage Loans.
Uncertificated
REMIC II Pass-Through
Rate: With respect to any Distribution
Date and (i) REMIC II Regular Interests LT1 and
LT2, the REMIC II Net WAC Rate,
(ii) REMIC II Regular
Interest
LT3,
zero (0.00%),
(iii) REMIC II Regular
Interest LT4,
twice the
REMIC II Net WAC Rate, and (iv) REMIC II Regular Interest LT-IO,
the excess of (i) the weighted average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interests ending with the
designation "A", over (ii) 2 multiplied by Swap LIBOR.
Underwriter:
Residential Funding Securities, LLC.
Section 1.02.
DETERMINATION OF LIBOR.
LIBOR
applicable to the calculation of the Pass-Through
Rate on the LIBOR
Certificates for any Interest Accrual Period will
be determined as of each LIBOR Rate
Adjustment
Date. On each LIBOR Rate
Adjustment
Date, or if such LIBOR Rate
Adjustment
Date is
not a Business
Day,
then on the next
succeeding
Business
Day,
LIBOR shall be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month United States dollar
deposits that appears on the Dow Jones
Telerate
Screen Page
3750 as of 11:00 a.m.,
London
time,
on such LIBOR Rate
Adjustment
Date.
"Dow Jones
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,
LIBOR
shall be so
established
by use of such other
service for displaying LIBOR or comparable rates as may be selected
by the Trustee after
consultation with the Master
Servicer),
the
rate will be the Reference
Bank Rate.
The
"Reference
Bank Rate" will be
determined on the basis of the rates at which
deposits in
U.S.
Dollars are offered by the reference
banks (which shall be any three major banks that are engaged in
transactions in the London
interbank
market,
selected by the Trustee after
consultation
with the Master Servicer) as of 11:00 a.m.,
London time, on the LIBOR
Rate
Adjustment Date to prime banks in the London
interbank
market for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal Balance of the LIBOR
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 LIBOR
Certificates then
outstanding.
If no such quotations can be obtained,
the rate will be LIBOR for the
prior Distribution Date;
provided however,
if, under the priorities
described above, LIBOR for a Distribution Date would be based on
LIBOR for the previous Distribution Date for the third consecutive
Distribution Date, the Trustee,
after consultation with the Master
Servicer,
shall
select an
alternative
comparable
index (over which the Trustee has no
control),
used for
determining
one-month
Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
The
establishment
of LIBOR by the
Trustee
and the
Master
Servicer
on any
LIBOR
Rate
Adjustment
Date and the
Master
Servicer's
subsequent
calculation of the Pass-Through
Rate applicable to the LIBOR
Certificates
for the relevant
Interest Accrual
Period, in the absence of manifest error, will be final and
binding.
Promptly
following
each LIBOR Rate
Adjustment
Date the Trustee
shall supply the Master
Servicer
with the results of its
determination
of LIBOR on such date.
Furthermore,
the Trustee will supply to any
Certificateholder
so
requesting
by telephone by
calling (800) 735-7777 the Pass-Through Rate on the LIBOR
Certificates for the current and the immediately
preceding Interest Accrual
Period.
Notwithstanding
the
foregoing,
for the purpose of
determining
the amount of any
payment to be under the Swap
Agreement,
LIBOR will be calculated as provided in the Swap Agreement.
Section 1.03.
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, if any, amounts in respect
profit payments and acquisition payments, respectively.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01.
CONVEYANCE OF MORTGAGE LOANS.
(a)
(See Section 2.01(a) of the Standard Terms).
(b)
(See Section 2.01(b) of the Standard Terms).
(c)
(See Section 2.01(c) of the Standard Terms).
(d)
(See Section 2.01(d) of the Standard Terms).
(e)
(See Section 2.01(e) of the Standard Terms).
(f)
(See Section 2.01(f) of the Standard Terms).
(g)
(See Section 2.01(g) of the Standard Terms).
(h)
(See Section 2.01(h) of the Standard Terms).
ACCEPTANCE BY TRUSTEE.
(See Section 2.02 of the Standard Terms).
Section 2.02.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE MASTER SERVICER
AND THE COMPANY.
(a)
(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 and provided that the
percentages of the Mortgage Loans described in
this clause (b) are approximate
percentages by aggregate
Stated Principal
Balance
determined as of the Cut-off Date after deducting
payments due during the month of the Cut-off Date):
(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
adjustable-rate
mortgage loans with 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,
each Mortgage Loan is required to be covered by a standard hazard
insurance
policy.
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
approximately
1.10% of the Mortgage Loans are secured by Mortgaged
Properties located in any one zip code area
in Florida,
and no more than approximately
0.70% of the Mortgage Loans are secured by Mortgaged
Properties located
in any one zip code area outside Florida;
(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
approximately
62.24% of the Mortgage Loans were underwritten
under a reduced loan
documentation
program,
no
more than approximately
8.37% of the Mortgage Loans were underwritten under a no-stated
income program,
and no more
than approximately 4.31% of the Mortgage Loans were underwritten
under a no income/no asset program;
(x)
Except with
respect to no more than
approximately
14.39% of the
Mortgage
Loans,
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
Regulation Section
1.860G-2(a)(1),
(2), (4), (5), (6), (7) and (9) 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), (6), (7) and (9);
(xiii)
A policy of title
insurance
was
effective as of the closing of each
Mortgage
Loan and is valid and binding and remains in
full
force
and
effect,
unless
the
Mortgaged
Properties
are
located
in the
State of Iowa and an
attorney's
certificate has been provided as described in the Program Guide;
(xiv)
No Mortgage Loan is a Cooperative Loan;
(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)
Two of the Mortgage Loans have been made to International
Borrowers;
(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 are Additional Collateral Loans and none
of the Mortgage Loans are Pledged Asset Loans.
It is understood and agreed that the
representations
and warranties set forth in this Section
2.03(b) shall survive
delivery of the
respective Custodial Files to the Trustee or any Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or 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 2.03.
REPRESENTATIONS AND WARRANTIES OF SELLERS.
(See Section 2.04 of the Standard Terms).
Section 2.04.
EXECUTION AND AUTHENTICATION OF CERTIFICATES/ISSUANCE OF
CERTIFICATES EVIDENCING INTERESTS IN REMICS.
The Trustee
acknowledges
the
assignment to it of the Mortgage
Loans and the delivery of the Custodial
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
the
Class R-1
Certificates
in
authorized
denominations
Component I of which,
together with the REMIC I Regular
Interests,
evidence the beneficial
interest in REMIC I, and Component II of
which, together with the REMIC II Regular Interests, evidence the
beneficial interest in REMIC II.
Section 2.05.
CONVEYANCE OF UNCERTIFICATED REMIC 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 Regular Interests to the Trustee for the
benefit of the Holders of each Class of
Certificates
(other than the Class R-1
Certificates
in respect of
Components I and II, and
with
respect to REMIC III Regular
Interests
SB-IO,
SB-PO and IO, the Class R-1
Certificates
in respect of
Components
III).
The
Trustee
acknowledges
receipt of the Uncertificated REMIC 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-1
Certificates
in respect of
Components I and II, and with respect to REMIC III Regular
Interests
SB-IO,
SB-PO and IO, the Class R-1
Certificates
in respect of
Components
III).
The rights of the
Holders
of each
Class of
Certificates
(other
than the Class R-1
Certificates
in respect of
Components
I and II) to receive
distributions
from the proceeds of REMIC III in respect of such Classes
and the rights of the Holders of the Class SB Certificates
and the Class R-X Certificates to receive
distributions
from the proceeds
of REMIC IV 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 2.06.
ISSUANCE OF CERTIFICATES EVIDENCING INTEREST IN REMIC III AND REMIC
IV.
The Trustee acknowledges the assignment to it of the Uncertificated
REMIC 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,
(i) all Classes of
Certificates
(other than the
Class SB and the Class R-1
Certificates
in respect of Components I and II) in authorized
denominations,
which,
together with REMIC
III Regular
Interests SB-IO,
SB-PO and IO, evidence the beneficial
interests in the entire REMIC III and (ii) the Class SB and Class
R-X Certificates which evidence the beneficial interests in the
entire REMIC IV.
Section 2.07.
PURPOSES AND POWERS OF THE TRUST.
(See Section 2.08 of the Standard Terms.)
Section 2.08.
AGREEMENT REGARDING ABILITY TO DISCLOSE.
The Company,
the Master Servicer and the Trustee hereby agree,
notwithstanding any other express or implied agreement to the
contrary,
that
any and all
Persons,
and any of
their
respective
employees,
representatives,
and
other
agents
may
disclose,
immediately
upon
commencement
of
discussions,
to any and all Persons,
without
limitation of any kind,
the tax treatment and tax
structure of the
transaction
and all materials of any kind
(including
opinions or other tax
analyses)
that are provided to any of
them relating to such tax treatment and tax structure.
For purposes of this
paragraph,
the terms "tax treatment" and "tax structure"
are defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01.
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02.
Subservicing
Agreements
Between
Master
Servicer and
Subservicers;
Enforcement
of
Subservicers'
and Sellers'
Obligations.
(See Section 3.02 of the Standard Terms)
Section 3.03.
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04.
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05.
No
Contractual
Relationship
Between
Subservicer
and
Trustee or
Certificateholders.
(See
Section
3.05 of the
Standard Terms)
Section 3.06.
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard Terms)
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.
(a)
(See Section 3.07(a) of the Standard Terms)
(b)
(See Section 3.07(b) of the Standard Terms)
(c)
(See Section 3.07(c) of the Standard Terms)
(d)
(See Section 3.07(d) of the Standard Terms)
(e)
Notwithstanding
Section 3.07(a), The Master Servicer shall not waive (or permit a
Subservicer to waive) any
Prepayment Charge unless: (i) the enforceability thereof shall have
been limited by bankruptcy,
insolvency,
moratorium,
receivership
and other similar laws
relating to creditors'
rights
generally,
(ii) the
enforcement
thereof is illegal,
or any local,
state or
federal agency has threatened
legal action if the prepayment
penalty is enforced,
(iii) the
collectability
thereof shall have been
limited due to
acceleration
in
connection
with a
foreclosure
or other
involuntary
payment or (iv) such
waiver is standard
and
customary
in
servicing
similar
Mortgage
Loans and
relates to a default or a
reasonably
foreseeable
default
and would,
in the
reasonable
judgment of the Master
Servicer,
maximize
recovery of total
proceeds
taking into account the value of such
Prepayment
Charge
and the
related
Mortgage
Loan.
In no event
will the
Master
Servicer
waive a
Prepayment
Charge
in
connection
with a
refinancing
of a Mortgage
Loan that is not
related to a default or a
reasonably
foreseeable
default.
If a
Prepayment
Charge is
waived,
but does not meet the
standards
described
above,
then the Master
Servicer
is required to remit the amount of such waived
Prepayment
Charge to the Trustee at the time that the amount
prepaid on the related
Mortgage
Loan is required to be deposited
into
the Custodial
Account,
and upon receipt
thereof and written
direction with respect
thereto,
the Trustee shall deposit such amount
into the Certificate
Account.
Notwithstanding
any other
provisions of this
Agreement,
any payments made by the Master Servicer in
respect of any waived
Prepayment
Charges
pursuant to this Section
shall be deemed to be paid outside of the Trust Fund and not part
of any REMIC.
Section 3.08.
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard Terms)
Section 3.09.
Access to Certain
Documentation
and
Information
Regarding the Mortgage
Loans.
(See Section 3.09 of the Standard
Terms)
Section 3.10.
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the Standard Terms)
Section 3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder.
(See Section 3.011 of the Standard Terms)
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
Section 3.13.
Enforcement of Due-on-Sale Clauses;
Assumption and Modification Agreements;
Certain Assignments.
(See Section 3.13
of the Standard Terms)
Section 3.14.
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard Terms)
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.
(a)
(See Section 3.15(a) of the Standard Terms)
(b)
(See Section 3.15(b) of the Standard Terms)
(c)
(See Section 3.15(c) of the Standard Terms)
Section 3.16.
Servicing and Other Compensation; Compensating Interest.
(a)
(See Section 3.16(a) of the Standard Terms)
(b)
Additional
servicing
compensation in the form of assumption fees, late payment charges,
investment income
on amounts in the Custodial Account or the Certificate
Account or otherwise (but not including
Prepayment
Charges) shall be
retained by the Master
Servicer or the
Subservicer to the extent provided
herein,
subject to clause (e) below.
Prepayment
charges,
if any, shall be deposited into the Certificate
Account and shall be paid on each
Distribution Date to the holders
of the Class SB-1 Certificates and Class SB-2
Certificates on a pro rata basis in accordance with the respective
Certificate
Principal Balances thereof.
(c)
(See Section 3.16(c) of the Standard Terms)
(d)
(See Section 3.16(d) of the Standard Terms)
(e)
(See Section 3.16(e) of the Standard Terms)
Section 3.17.
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard Terms)
Section 3.18.
Annual Statement as to Compliance.
(See Section 3.18 of the Standard Terms)
Section 3.19.
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of the Standard Terms)
Section 3.20.
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of the Standard Terms)
Section 3.21.
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22.
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01.
Certificate Account.
(a)
The Master Servicer on behalf of the Trustee shall
establish and maintain a Certificate
Account in which the Master Servicer
shall cause to be deposited on behalf of the Trustee on or before
2:00 P.M. New York time on each
Certificate
Account Deposit Date by
wire
transfer
of
immediately
available
funds
an
amount
equal
to the sum of (i) any
Advance
for
the
immediately
succeeding
Distribution
Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a),
(iii) any amount
required to be deposited in the
Certificate
Account
pursuant to Section 3.16(e) or Section 4.07, (iv) any amount
required to be paid
pursuant to Section 9.01 and (v) all other
amounts
constituting
the Available
Distribution
Amount for the
immediately
succeeding
Distribution Date.
On or prior to the Business Day immediately
following each
Determination
Date, the Master Servicer shall determine
any amounts owed by the Swap
Counterparty
under the Swap Agreement and inform the
Supplemental
Interest Trust Trustee in writing of
the amount so calculated.
(b)
(See Section 4.01(b) of the Standard Terms)
Section 4.02.
Distributions.
(a)
On each
Distribution
Date,
the Trustee (or the Paying Agent on behalf of the Trustee)
shall
allocate and
distribute
the
Available
Distribution
Amount to the extent on deposit in the Certificate Account for such
date to the interests issued in respect of
REMIC I, REMIC II, REMIC III and REMIC IV as specified in this
Section.
(b)
(1)
On each
Distribution
Date, the REMIC I Distribution
Amount shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests in the amounts and with
the priorities set forth in the definition thereof.
(2)
On each
Distribution
Date, the REMIC II
Distribution
Amount shall be distributed by REMIC II to
REMIC III
on account of the
REMIC II
Regular
Interests
in the amounts and with the
priorities
set forth in the
definition
thereof.
(3)
On each
Distribution
Date,
the
REMIC
III
Distribution
Amount
shall be
deemed
to have been
distributed
by REMIC III to the
Certificateholders
(other
than the Class SB
Certificateholders)
on account of the REMIC III
Regular
Interests
represented
thereby and to REMIC IV on account of REMIC III
Regular
Interests
SB-IO,
SB-PO and IO in the
amounts and with the priorities set forth in the definition
thereof.
(4)
On each
Distribution
Date,
the
REMIC IV
Distribution
Amount
shall
be
deemed
to have
been
distributed
by REMIC IV to the Class SB
Certificateholders
on account of the REMIC IV
Regular
Interests
as set forth in the
definition thereof.
(5)
On each
Distribution
Date,
the amount,
if any,
deemed
received by the holders of the Class SB
Certificates
in respect of REMIC IV Regular
Interest IO and under the SB-AM Swap Agreement shall be deemed to
have been paid on
behalf of the Class SB Certificates
by the Trustee
pursuant to Section 4.09 in respect of the Net Swap Payment owed to
the Swap
Counterparty.
On each
Distribution
Date, the amount,
if any, received by the Trustee from the Swap Counterparty in
respect of
the Swap
Agreement
shall be deemed to have been received by the
Supplemental
Interest Trust Trustee on behalf of the Class SB
Certificates.
On each Distribution Date,
amounts paid to the Class A Certificates and Class M Certificates
pursuant to Section
4.02(c)(v) in respect of Basis Risk
Shortfall
shall be deemed to have been paid by the Class SB
Certificateholder
pursuant to
the SB-AM Swap Agreement.
(6)
Notwithstanding
the
distributions
described in this Section 4.02(b),
distribution of funds from
the Certificate Account shall be made only in accordance with
Section 4.02(c).
(c)
On each
Distribution
Date (x) the Master
Servicer on behalf of the Trustee or (y) the Paying Agent appointed
by the Trustee
and the Supplemental
Interest Trust Trustee,
shall distribute to each
Certificateholder
of record on the next preceding Record Date
(other than as provided in Section 9.01 of the Standard
Terms
respecting
the final
distribution)
either in
immediately
available
funds
(by wire
transfer
or
otherwise)
to the
account
of such
Certificateholder
at a bank or other
entity
having
appropriate
facilities
therefor,
if such
Certificateholder
has so notified the Master
Servicer or the Paying Agent, as the case may be, or, if
such
Certificateholder
has not so
notified
the Master
Servicer or the Paying
Agent by the Record
Date,
by check
mailed to such
Certificateholder
at the address of such Holder
appearing in the
Certificate
Register such
Certificateholder's
share (which share
with respect to each Class of
Certificates,
shall be based on the aggregate of the Percentage
Interests
represented by Certificates
of the applicable Class held by such Holder of the following
amounts),
in the following order of priority,
in each case to the extent
of the Available
Distribution
Amount on deposit in the Certificate
Account and the
Supplemental
Interest Trust Account pursuant to
Section 4.09(c):
(i)
The Interest Distribution Amount, sequentially:
(A)
first, to the Class A Certificates,
on a pro rata basis,
Accrued Certificate Interest due
thereon for such Distribution Date plus any Accrued Certificate
Interest due thereon remaining unpaid from any prior
Distribution
Date,
together with interest thereon at the related
Pass-Through Rate in effect for such Distribution
Date;
(B)
second, to the Class M-1 Certificates,
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any Accrued
Certificate
Interest due thereon
remaining unpaid from any prior
Distribution
Date, together with interest thereon at the related Pass-Through
Rate in effect for such Distribution Date;
(C)
third,
to the Class M-2
Certificates
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any Accrued
Certificate
Interest due thereon
remaining unpaid from any prior
Distribution
Date, together with interest thereon at the related Pass-Through
Rate in effect for such Distribution Date;
(D)
fourth,
to the Class M-3 Certificates
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any
related
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together with interest thereon at the related
Pass-Through Rate in effect for such Distribution
Date;
(E)
fifth, to the Class M-4
Certificates,
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any Accrued
Certificate
Interest due thereon
remaining unpaid from any prior
Distribution
Date, together with interest thereon at the related Pass-Through
Rate in effect for such Distribution Date;
(F)
sixth,
to the Class M-5
Certificates
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any Accrued
Certificate
Interest due thereon
remaining unpaid from any prior
Distribution
Date, together with interest thereon at the related Pass-Through
Rate in effect for such Distribution Date;
(G)
seventh, to the Class M-6 Certificates
Accrued
Certificate
Interest due thereon for such
Distribution
Date plus any
related
Accrued
Certificate
Interest
due
thereon
remaining
unpaid
from any prior
Distribution
Date,
together with interest thereon at the related
Pass-Through Rate in effect for such Distribution
Date;
(ii)
to the Class A
Certificateholders
and Class M Certificateholders
from the amount, if any, of Available
Distribution Amount
remaining after the foregoing
distributions,
the Principal
Distribution Amount, which amount shall be allocated in
the manner and priority set forth in Section
4.02(d),
until the
aggregate
Certificate
Principal
Balance of each
Class of Class A Certificates and Class M Certificates has been
reduced to zero;
(iii)
to the Class A
Certificateholders
and Class M
Certificateholders
from the amount,
if any,
of Excess Cash Flow
remaining
after the foregoing
distributions,
the amount of any related
Prepayment
Interest
Shortfalls
with respect to the
Mortgage Loans for that
Distribution
Date, to the extent not covered by Compensating
Interest on such Distribution
Date, which amount shall be allocated to the Class A
Certificateholders
and Class M Certificateholders on a pro rata
basis, based on the amount of Prepayment Interest Shortfalls
allocated thereto for such Distribution Date;
(iv)
to the Class A
Certificateholders
and Class M
Certificateholders
from the amount,
if any,
of Excess Cash Flow
remaining
after the foregoing
distributions,
the amount of any Prepayment
Interest
Shortfalls
allocated
thereto remaining
unpaid from prior
Distribution
Dates together with interest thereon at the related
Pass-Through Rate in effect for
such
Distribution
Date,
which
amount
shall
be
allocated
to
the
Class
