EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 27, 2006
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-KS9
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS......................................................7
Section 1.01.
Definitions.............................................7
Section 1.02.
Determination of LIBOR.................................68
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES.69
Section 2.01.
Conveyance of Mortgage Loans...........................69
Section 2.02.
Acceptance by Trustee..................................72
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Depositor......................................73
Section 2.04.
Representations and Warranties of Sellers..............75
Section 2.05.
Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular Interests.................77
Section 2.06.
Purposes and Powers of the Trust.......................77
Section 2.07.
Agreement Regarding Ability to Disclose................78
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................78
Section 3.01.
Master Servicer to Act as Servicer.....................78
Section 3.02.
Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' Obligations.80
Section 3.03.
Successor Subservicers.................................81
Section 3.04.
Liability of the Master Servicer.......................82
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.....................................82
Section 3.06.
Assumption or Termination of Subservicing Agreements by Trustee
82
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account......................................82
Section 3.08.
Subservicing Accounts; Servicing Accounts..............85
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.........................................86
Section 3.10.
Permitted Withdrawals from the Custodial Account.......86
Section 3.11.
Maintenance of Primary Insurance Coverage..............88
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity Coverage
88
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments........................90
Section 3.14.
Realization Upon Defaulted Mortgage Loans..............91
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.......93
Section 3.16.
Servicing and Other Compensation; Compensating Interest94
Section 3.17.
Reports to the Trustee and the Depositor...............95
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment ............................................96
Section 3.19.
Annual Independent Public Accountants' Servicing Report96
Section 3.20.
Right of the Depositor in Respect of the Master Servicer96
Section 3.21.
[Reserved].............................................97
Section 3.22.
Advance Facility.......................................97
Section 3.23.
Special Servicing.....................................100
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS.................................101
Section 4.01.
Certificate Account...................................101
Section 4.02.
Distributions.........................................102
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting................................106
Section 4.04.
Distribution of Reports to the Trustee and the Depositor;
Advances by the Master Servicer.......................109
Section 4.05.
Allocation of Realized Losses.........................111
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property .............................................112
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans.........113
Section 4.08.
[Reserved]............................................113
Section 4.09.
[Reserved]............................................113
Section 4.10.
Swap Agreement........................................113
ARTICLE V
THE CERTIFICATES...............................................115
Section 5.01.
The Certificates......................................115
Section 5.02.
Registration of Transfer and Exchange of Certificates.117
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates.....121
Section 5.04.
Persons Deemed Owners.................................121
Section 5.05.
Appointment of Paying Agent...........................121
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER..........................122
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer .............................................122
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer .............................................122
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer
and Others............................................123
Section 6.04.
Depositor and Master Servicer Not to Resign...........123
ARTICLE VII
DEFAULT........................................................124
Section 7.01.
Events of Default.....................................124
Section 7.02.
Trustee or Depositor to Act; Appointment of Successor.125
Section 7.03.
Notification to Certificateholders....................126
Section 7.04.
Waiver of Events of Default...........................127
ARTICLE VIII
CONCERNING THE TRUSTEE ...............................127
Section 8.01.
Duties of Trustee.....................................127
Section 8.02.
Certain Matters Affecting the Trustee.................128
Section 8.03.
Trustee Not Liable for Certificates or Mortgage Loans.130
Section 8.04.
Trustee May Own Certificates..........................130
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.......................................130
Section 8.06.
Eligibility Requirements for Trustee..................131
Section 8.07.
Resignation and Removal of the Trustee................131
Section 8.08.
Successor Trustee.....................................132
Section 8.09.
Merger or Consolidation of Trustee....................132
Section 8.10.
Appointment of Co-Trustee or Separate Trustee.........132
Section 8.11.
Appointment of the Custodian..........................133
Section 8.12.
Appointment of Office or Agency.......................134
Section 8.13.
DTC Letter of Representations.........................134
Section 8.14.
Swap Agreement........................................134
ARTICLE IX
TERMINATION....................................................134
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans ................................................134
Section 9.02.
Additional Termination Requirements...................138
ARTICLE X
REMIC PROVISIONS...............................................139
Section 10.01. REMIC
Administration..................................139
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification ......................................142
ARTICLE XI
MISCELLANEOUS PROVISIONS.......................................143
Section 11.01.
Amendment.............................................143
Section 11.02. Recordation of Agreement;
Counterparts................145
Section 11.03. Limitation on Rights of
Certificateholders............145
Section 11.04. Governing
Law.........................................146
Section 11.05.
Notices...............................................146
Section 11.06. Notices to Rating
Agencies............................146
Section 11.07. Severability of
Provisions............................147
Section 11.08. Supplemental Provisions for
Resecuritization..........147
Section 11.09. Third-Party
Beneficiary...............................148
Section 11.10. Tax
Treatment.........................................148
ARTICLE XII COMPLIANCE WITH REGULATION
AB..................................148
Section 12.01. Intent of Parties;
Reasonableness.....................148
Section 12.02. Additional Representations and Warranties of the
Trustee149
Section 12.03. Information to be Provided by the
Trustee.............149
Section 12.04. Report on Assessment of Compliance and
Attestation....150
Section 12.05. Indemnification;
Remedies.............................150
Exhibit A
Form of Class A Certificate....................................A-1
Exhibit B
Form of Class M Certificate....................................B-1
Exhibit C
Form of Class SB Certificate...................................C-1
Exhibit D
Form of Class R Certificate....................................D-1
Exhibit E
Form of Custodial Agreement....................................E-1
Exhibit F-1 Group I Loan
Schedule........................................F-1-1
Exhibit F-2 Group II Loan
Schedule.......................................F-2-1
Exhibit G
Form of Request for Release....................................G-1
Exhibit H-1 Form of Transfer Affidavit and
Agreement.....................H-1-1
Exhibit H-2 Form of Transferor
Certificate...............................H-2-1
Exhibit I
Form of Investor Representation Letter.........................I-1
Exhibit J
Form of Transferor Representation Letter.......................J-1
Exhibit K
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty........................K-1
Exhibit L
Form of Limited Guaranty.......................................L-1
Exhibit M
Form of Lender Certification for Assignment of Mortgage Loan...M-1
Exhibit N
Form of Rule 144A Investment Representation Letter.............N-1
Exhibit O
Swap Agreement.................................................O-1
Exhibit P
Form of ERISA Letter...........................................P-1
Exhibit Q
SB-AM Swap Agreement...........................................Q-1
Exhibit R
Assignment Agreement...........................................R-1
Exhibit S
Servicing Criteria.............................................S-1
Exhibit T-1 Form of 10-K
Certification...................................T-1-1
Exhibit T-2 Form of Back-Up
Certification................................T-2-1
Exhibit U
Information to be Provided by the Master Servicer to the Rating
Agencies
Relating to Reportable Modified Mortgage Loans.................U-1
Exhibit V
Form of Certificate to be Given by Certificate Owner..........V-1
Exhibit W
Form of Certificate to be Given by Euroclear or Cedel.........W-1
This
Pooling
and
Servicing
Agreement,
effective
as of October
27,
2006,
among
RESIDENTIAL
ASSET
SECURITIES
CORPORATION,
as the depositor
(together with its permitted
successors
and assigns,
the
"Depositor"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer (together with its permitted
successors and assigns,
the "Master Servicer"),
and
U.S.
BANK
NATIONAL
ASSOCIATION,
a banking
association
organized
under the laws of the
United
States,
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
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively, the "Certificates"),
to be issued hereunder in sixteen Classes, which in the
aggregate will evidence the entire beneficial
ownership
interest in the Mortgage Loans (as
defined herein) and certain other related assets.
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 and the 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
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.
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
Pass-Through
Initial Uncertificated
Designation
Rate
Principal Balance
I-1-A
Variable(1)
$3,508,242.225
I-2-A
Variable(1)
$5,142,221.255
I-3-A
Variable(1)
$6,790,264.820
I-4-A
Variable(1)
$8,440,239.210
I-5-A
Variable(1)
$10,079,353.190
I-6-A
Variable(1)
$11,694,272.815
I-7-A
Variable(1)
$13,271,253.435
I-8-A
Variable(1)
$14,795,460.570
I-9-A
Variable(1)
$16,203,148.840
I-10-A
Variable(1)
$17,139,392.770
I-11-A
Variable(1)
$17,657,903.735
I-12-A
Variable(1)
$17,012,885.250
I-13-A
Variable(1)
$16,391,072.010
I-14-A
Variable(1)
$15,792,247.075
I-15-A
Variable(1)
$15,215,552.550
I-16-A
Variable(1)
$14,660,162.795
I-17-A
Variable(1)
$14,125,283.205
I-18-A
Variable(1)
$13,610,149.040
I-19-A
Variable(1)
$13,123,521.755
I-20-A
Variable(1)
$12,682,750.125
I-21-A
Variable(1)
$14,469,173.560
I-22-A
Variable(1)
$20,922,912.195
I-23-A
Variable(1)
$19,409,039.605
I-24-A
Variable(1)
$17,980,837.165
I-25-A
Variable(1)
$16,671,626.535
I-26-A
Variable(1)
$14,301,213.280
I-27-A
Variable(1)
$9,593,930.600
I-28-A
Variable(1)
$9,183,143.625
I-29-A
Variable(1)
$8,792,703.190
I-30-A
Variable(1)
$8,418,955.455
I-31-A
Variable(1)
$8,062,188.765
I-32-A
Variable(1)
$7,721,069.690
I-33-A
Variable(1)
$7,394,893.840
I-34-A
Variable(1)
$7,082,959.720
I-35-A
Variable(1)
$6,783,285.065
I-36-A
Variable(1)
$6,494,508.680
I-37-A
Variable(1)
$6,222,148.245
I-38-A
Variable(1)
$5,961,639.485
I-39-A
Variable(1)
$5,712,452.800
I-40-A
Variable(1)
$5,474,081.570
I-41-A
Variable(1)
$5,245,943.850
I-42-A
Variable(1)
$5,027,555.430
I-43-A
Variable(1)
$4,818,855.600
I-44-A
Variable(1)
$4,619,167.880
I-45-A
Variable(1)
$4,428,091.705
I-46-A
Variable(1)
$4,245,240.560
I-47-A
Variable(1)
$4,070,184.605
I-48-A
Variable(1)
$3,902,673.115
I-49-A
Variable(1)
$3,742,398.890
I-50-A
Variable(1)
$3,588,988.925
I-51-A
Variable(1)
$3,442,139.855
I-52-A
Variable(1)
$3,301,561.655
I-53-A
Variable(1)
$3,166,978.580
I-54-A
Variable(1)
$3,038,126.100
I-55-A
Variable(1)
$2,914,752.000
I-56-A
Variable(1)
$2,796,615.470
I-57-A
Variable(1)
$2,683,485.370
I-58-A
Variable(1)
$2,575,143.910
I-59-A
Variable(1)
$2,472,802.365
I-60-A
Variable(1)
$62,331,230.720
I-1-B
Variable(1)
$3,508,242.225
I-2-B
Variable(1)
$5,142,221.255
I-3-B
Variable(1)
$6,790,264.820
I-4-B
Variable(1)
$8,440,239.210
I-5-B
Variable(1)
$10,079,353.190
I-6-B
Variable(1)
$11,694,272.815
I-7-B
Variable(1)
$13,271,253.435
I-8-B
Variable(1)
$14,795,460.570
I-9-B
Variable(1)
$16,203,148.840
I-10-B
Variable(1)
$17,139,392.770
I-11-B
Variable(1)
$17,657,903.735
I-12-B
Variable(1)
$17,012,885.250
I-13-B
Variable(1)
$16,391,072.010
I-14-B
Variable(1)
$15,792,247.075
I-15-B
Variable(1)
$15,215,552.550
I-16-B
Variable(1)
$14,660,162.795
I-17-B
Variable(1)
$14,125,283.205
I-18-B
Variable(1)
$13,610,149.040
I-19-B
Variable(1)
$13,123,521.755
I-20-B
Variable(1)
$12,682,750.125
I-21-B
Variable(1)
$14,469,173.560
I-22-B
Variable(1)
$20,922,912.195
I-23-B
Variable(1)
$19,409,039.605
I-24-B
Variable(1)
$17,980,837.165
I-25-B
Variable(1)
$16,671,626.535
I-26-B
Variable(1)
$14,301,213.280
I-27-B
Variable(1)
$9,593,930.600
I-28-B
Variable(1)
$9,183,143.625
I-29-B
Variable(1)
$8,792,703.190
I-30-B
Variable(1)
$8,418,955.455
I-31-B
Variable(1)
$8,062,188.765
I-32-B
Variable(1)
$7,721,069.690
I-33-B
Variable(1)
$7,394,893.840
I-34-B
Variable(1)
$7,082,959.720
I-35-B
Variable(1)
$6,783,285.065
I-36-B
Variable(1)
$6,494,508.680
I-37-B
Variable(1)
$6,222,148.245
I-38-B
Variable(1)
$5,961,639.485
I-39-B
Variable(1)
$5,712,452.800
I-40-B
Variable(1)
$5,474,081.570
I-41-B
Variable(1)
$5,245,943.850
I-42-B
Variable(1)
$5,027,555.430
I-43-B
Variable(1)
$4,818,855.600
I-44-B
Variable(1)
$4,619,167.880
I-45-B
Variable(1)
$4,428,091.705
I-46-B
Variable(1)
$4,245,240.560
I-47-B
Variable(1)
$4,070,184.605
I-48-B
Variable(1)
$3,902,673.115
I-49-B
Variable(1)
$3,742,398.890
I-50-B
Variable(1)
$3,588,988.925
I-51-B
Variable(1)
$3,442,139.855
I-52-B
Variable(1)
$3,301,561.655
I-53-B
Variable(1)
$3,166,978.580
I-54-B
Variable(1)
$3,038,126.100
I-55-B
Variable(1)
$2,914,752.000
I-56-B
Variable(1)
$2,796,615.470
I-57-B
Variable(1)
$2,683,485.370
I-58-B
Variable(1)
$2,575,143.910
I-59-B
Variable(1)
$2,472,802.365
I-60-B
Variable(1)
$62,331,230.720
I
Variable(1)
$103,871.853
II
Variable(1)
$19,542.545
A-I
Variable(1)
$41,220,408.792
_______________
(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
Certificates
will
represent
the sole Class of
"residual
interests" in REMIC II for purposes of the REMIC
Provisions (as defined
herein)
under federal income tax law. 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
Designation
Pass-Through Rate
Principal Balance
Y-1
Variable(1)
$519,355.26
Y-2
Variable(1)
$97,712.72
Z-1
Variable(1)
$1,038,199,171.27
Z-2
Variable(1)
$195,327,736.59
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 make an
election
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
Certificates
will
represent the sole Class of
"residual
interests" in REMIC III for purposes of the REMIC
Provisions (as defined herein)
under federal income tax law. The following table
irrevocably
sets forth the
designation,
remittance
rate
(the
"Uncertificated
REMIC
III
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for each of the
"regular
interests"
in REMIC III (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.
None of the REMIC III Regular
Interests will
be certificated.
Uncertificated
REMIC III
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
LT1
Variable(1)
$1,038,027,675.28
LT2
Variable(1)
$36,247.71
LT3
0.00%
$67,624.14
LT4
Variable(1)
$67,624.14
LT5
Variable(1)
$195,295,260.45
LT6
Variable(1)
$6,608.96
LT7
0.00%
$12,933.59
LT8
Variable(1)
$12,933.59
LT-Y1
Variable(1)
$519,355.26
LT-Y2
Variable(1)
$97,712.72
LT-IO
Variable(1)
(2)
_______________
(1)
Calculated as provided in the
definition
of
Uncertificated
REMIC III
Pass-Through
Rate.
(2)
REMIC III 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 IV
As provided herein,
the REMIC
Administrator
will elect to treat the segregated pool
of assets
consisting of the REMIC III Regular
Interests as a REMIC for federal
income tax
purposes,
and such segregated
pool of assets will be designated as REMIC IV.
Component IV
of the Class R Certificates will represent the sole Class of
"residual
interests" in REMIC
IV for purposes of the REMIC
Provisions
under federal income tax law. The following
table
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate Initial
Certificate
Principal Balance,
certain features, month of Final Scheduled Distribution Date and
initial
ratings for each
Class of
Certificates
comprising
the
interests
representing
"regular
interests"
in REMIC
IV.
The
"latest
possible
maturity
date"
(determined
solely
for
purposes of satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for each of REMIC
IV Regular Interest shall be the Maturity Date.
Month of
Final
Aggregate Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation
Type
Rate
Principal Balance
Features
Date
S&P
Moody's
Fitch
Clas A-I-1
Regular(1)
Adjustable(2)(3)
Senior/Adjustable
April 2030
AAA
Aaa
AAA
$ 376,471,000.00
Rate
Class A-I-2
Regular(1)
Adjustable(2)(3)
Senior/Adjustable
January 2034
AAA
Aaa
AAA
$ 164,849,000.00
Rate
Class A-I-3
Regular(1)
Adjustable(2)(3)
Senior/Adjustable
September 2036
AAA
Aaa
AAA
$ 153,889,000.00
Rate
Class A-I-4
Regular(1)
Adjustable(2)(3)
Senior/Adjustable
November 2036
AAA
Aaa
AAA
$ 119,666,000.00
Rate
Class A-II
Regular(1)
Adjustable(2)(3)
Senior/Adjustable
November 2036
AAA
Aaa
AAA
$ 153,311,000.00
Rate
Class M-1S
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
AA+
Aa1
AA+
$ 47,515,000.00
Rate
Class M-2S
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
AA
Aa2
AA
$ 41,960,000.00
Rate
Class M-3S
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
AA
Aa3
AA-
$ 25,300,000.00
Rate
Class M-4
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
AA-
A1
A+
$ 22,832,000.00
Rate
Class M-5
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
A+
A2
A
$ 22,215,000.00
Rate
Class M-6
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
A
A3
A-
$ 20,363,000.00
Rate
Class M-7
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
BBB+
Baa1
BBB+
$ 20,363,000.00
Rate
Class M-8
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
BBB
Baa2
BBB
$ 14,810,000.00
Rate
Class M-9
Regular(1)
Adjustable(2)(3)
Mezzanine/Adjustable
November 2036
BBB-
Baa3
BBB-
$ 13,575,000.00
Rate
Class SB
Regular
(4)
Subordinate
N/A
N/R
N/R
(4)
$ 37,024,975.84
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
(5)
___________________
(1)
This
Class
of
Certificates
represents
ownership
of a REMIC IV
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 IV by the holder of the Class SB
Certificates
as the owner of the Swap
Agreement
and (ii) the 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 IV 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 IV 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 4.10 hereof.
(2)
The REMIC IV
Regular
Interests
ownership
of which is
represented
by the
Class A
Certificates
and the
Class M
Certificates,
will
accrue
interest at a per annum rate
equal to LIBOR plus the applicable Margin,
each subject to a payment cap as described in
the
definition of
"Pass-Through
Rate" and the provisions for the payment of Basis Risk
Shortfalls
herein,
which
payments will not be part of the
entitlement of the REMIC IV
Regular Interests related to such Certificates.
(3)
The Class A
Certificates and Class M
Certificates will also entitle their holders to
certain payments from the Holder of the Class SB
Certificates
from amounts to which the
related REMIC IV Regular
Interest is entitled and from amounts
received
under the Swap
Agreement, which will not be a part of their ownership of the REMIC
IV Regular Interests.
(4)
The Class SB
Certificates
will accrue
interest as described
in the
definition
of
Accrued
Certificate
Interest.
The Class SB
Certificates
will not accrue
interest on
their Certificate
Principal Balance. The Class SB
Certificates will be comprised of two
REMIC IV Regular
Interests,
a principal only Regular
Interest
designated SB-PO and an
interest only Regular Interest
designated SB-IO, which will be entitled to distributions
as set forth herein.
The rights of the Holder of the Class SB
Certificates
to payments
from the Swap
Agreement
shall be outside
and apart from its rights
under the REMIC IV
Regular Interests SB-IO and SB-PO.
(5)
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 holder of the Class SB Certificates.
(6)
For
federal
income
tax
purposes,
REMIC
IV
Regular
Interest
IO will not have a
Pass-Through
Rate, but will be entitled to 100% of the amounts
distributed on REMIC III
Regular Interest LT-IO.
(7)
For
federal
income
tax
purposes,
REMIC IV
Regular
Interest
IO will not have an
Uncertificated
Principal
Balance,
but
will
have
a
notional
amount
equal
to
the
Uncertificated Notional Amount of REMIC III Regular Interest LT-IO.
In consideration of the mutual agreements herein contained,
the Depositor, 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,
an amount equal to the interest
accrued during the related
Interest
Accrual Period on the
Certificate
Principal
Balance
thereof
immediately prior to such
Distribution
Date at the related
Pass-Through Rate for
that Distribution Date.
The amount of Accrued
Certificate
Interest
on each Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls
on the
related
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 related
Mortgage
Loans during the
related
Due
Period.
The
portion
of any
Prepayment
Interest
Shortfalls
or Relief Act
Shortfalls
allocated
to the Class A
Certificates
will be based upon the
related
Senior
Percentage
of all
such
reductions
with
respect
to the
related
Mortgage
Loans,
such
reductions will be allocated among the related Class A
Certificates,
pro rata, on the basis
of Accrued
Certificate
Interest payable on such
Distribution Date absent such reductions,
with the remainder of such reductions
allocated among the Holders of all Classes of Class M
Certificates,
pro rata,
on the
basis of
Accrued
Certificate
Interest
payable
on such
Distribution Date absent such reductions.
Accrued
Certificate
Interest for any
Distribution
Date shall further be reduced by
the interest portion of Realized Losses allocated to any Class of
Certificates
pursuant to
Section 4.05.
Accrued
Certificate
Interest
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 the
Class SB
Certificates,
interest
accrued during the preceding
Interest
Accrual Period at the related
Pass-Through
Rate on
the
Uncertificated
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)(v)
and (vi). Accrued Certificate Interest on 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.
Adjusted
Available
Distribution
Amount:
With respect to any Distribution Date, the
Available
Distribution Amount increased by the excess, if any, of the Net
Swap Payment owed
to the Swap Counterparty over the amount
distributable on such Distribution Date in respect
of REMIC IV Regular Interest IO.
Adjusted
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
and
any
date
of
determination,
the Mortgage Rate borne by the related Mortgage Note, less the rate
at which
the related Subservicing Fee accrues.
Adjustment
Date:
With respect to each
adjustable-rate
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.
Adjusted
Strip Rate:
With respect to any
Distribution
Date, a per annum rate equal
to the excess, if any, of the
Uncertificated
REMIC I Pass-Through Rate for REMIC I Regular
Interest A-I over the
weighted
average of (v) 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,
(w) with respect to REMIC I
Regular
Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
(x) with respect to REMIC I
Regular Interest I, the
Uncertificated
REMIC I
Pass-Through Rate for such REMIC I Regular
Interest,
(y) with
respect to REMIC I
Regular
Interest
II, 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
REMIC I Regular
Date
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-44-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
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A through I-60-A
Uncertificated REMIC I Pass-Through Rate
Advance:
With respect to any Mortgage Loan, any advance made by the Master
Servicer,
pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With respect to any Person,
any other Person
controlling,
controlled by
or under
common
control
with such first
Person.
For the
purposes
of this
definition,
"control" means the power to direct the management and policies of
such Person,
directly or
indirectly,
whether through the ownership of voting
securities,
by contract or otherwise;
and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
Agreement:
This
Pooling
and
Servicing
Agreement
and all
amendments
hereof
and
supplements hereto.
Amount
Held for Future
Distribution:
With
respect to any
Distribution
Date,
the
total
of the
amounts
held in the
Custodial
Account
at the
close
of
business
on the
preceding Determination Date on account of (i) Liquidation
Proceeds,
Subsequent Recoveries,
Insurance
Proceeds,
REO Proceeds,
Principal
Prepayments,
Mortgage Loan
purchases
made
pursuant to Section 2.02,
2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than
such Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance
Proceeds,
REO Proceeds and
purchases of Mortgage
Loans that the Master
Servicer
has deemed to have been
received in
the preceding
month in accordance with
Section 3.07(b))
and (ii) payments which represent
early
receipt of
scheduled
payments
of
principal
and
interest
due on a date or dates
subsequent to the Due Date in the related Due Period.
Appraised
Value:
With
respect
to any
Mortgaged
Property,
the
lesser of (i) the
appraised value of such Mortgaged
Property based upon the appraisal made at the time of the
origination
of the
related
Mortgage
Loan,
and (ii)
the
sales
price of the
Mortgaged
Property at such time of origination,
except in the case of a Mortgaged Property securing a
refinanced
or modified
Mortgage
Loan as to which it is either the
appraised
value based
upon the
appraisal
made at the time of
origination
of the loan which was
refinanced
or
modified or the appraised
value
determined in an appraisal at the time of
refinancing
or
modification, as the case may be.
Assignment:
An
assignment
of
the
Mortgage,
notice
of
transfer
or
equivalent
instrument,
in recordable form,
sufficient under the laws of the jurisdiction
wherein the
related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to
the Trustee for the benefit of Certificateholders,
which assignment,
notice of transfer or
equivalent
instrument
may be in the
form
of one or
more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county, if permitted by law
and accompanied by an Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment and
Assumption
Agreement,
dated the Closing
Date, between
Residential Funding and the Depositor relating to the transfer and
assignment
of the Mortgage Loans, attached hereto as Exhibit R.
Available
Distribution Amount: With respect 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 with respect
to the Mortgage Loans, (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)
in
respect of the Mortgage Loans,
(iv) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account pursuant to
Section 3.16(e)
in respect of the Mortgage
Loans, and (v) any amount
deposited in the Certificate
Account pursuant to Section 4.07 or
9.01 in respect of the
Mortgage
Loans,
reduced by (b) the sum as of the close of business
on the
immediately
preceding
Determination
Date
of
(x)
the
Amount
Held
for
Future
Distribution
with respect to the Mortgage Loans,
(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.
Balloon Loan:
Each of the Mortgage
Loans having an original term to maturity that is
shorter than the related amortization term.
Balloon
Payment:
With
respect to any
Balloon
Loan,
the related
Monthly
Payment
payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis
Risk
Shortfalls:
The
Group I Basis
Risk
Shortfalls,
Group II
Basis
Risk
Shortfalls and Class M Basis Risk Shortfalls, as applicable.
Book-Entry
Certificate:
Any Certificate
registered in the name of the Depository or
its nominee.
Business
Day:
Any day other than (i) a
Saturday
or a Sunday or (ii) a day on which
banking
institutions
in the
State of
California,
the State of
Minnesota,
the State of
Texas,
the State of New York or the State of
Illinois
(and such other
state or states in
which
the
Custodial
Account
or the
Certificate
Account
are at the time
located)
are
required or authorized by law or executive order to be closed.
Calendar
Quarter:
A Calendar
Quarter
shall
consist of one of the
following
time
periods in any given
year:
January 1 through
March 31,
April 1 through
June 30,
July 1
through September 30, and October 1 through December 31.
Capitalization
Reimbursement
Amount:
With
respect to any
Distribution
Date,
the
amount of Advances or Servicing
Advances that were added to the Stated Principal Balance of
the Mortgage Loans during the prior calendar month and reimbursed
to the Master
Servicer or
Subservicer on or prior to such Distribution Date pursuant to
Section 3.10(a)(vii).
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition
occurred,
a determination
by the Master Servicer that
it has received all
Insurance
Proceeds,
Liquidation
Proceeds and other
payments or cash
recoveries
which the Master
Servicer
reasonably
and in good faith
expects to be finally
recoverable with respect to such Mortgage Loan.
Certificate:
Any Class A Certificate,
Class M
Certificate,
Class SB Certificate or
Class R Certificate.
Certificate
Account:
The account or
accounts
created
and
maintained
pursuant to
Section 4.01,
which shall be entitled "U.S. Bank National Association, as
trustee, in trust
for the
registered
holders
of
Residential
Asset
Securities
Corporation,
Home
Equity
Mortgage Asset-Backed
Pass-Through
Certificates,
Series 2006-KS9" and which account shall
be held for the benefit of the Certificateholders and which must be
an Eligible Account.
Certificate
Account
Deposit
Date:
With
respect
to
any
Distribution
Date,
the
Business Day prior thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is registered in
the Certificate Register,
except that neither a Disqualified
Organization nor a Non-United
States
Person shall be a holder of a Class R
Certificate
for any purpose
hereof.
Solely
for the
purpose
of giving
any
consent
or
direction
pursuant
to this
Agreement,
any
Certificate, other than a Class R Certificate,
registered in the name of the Depositor, the
Master
Servicer
or any
Subservicer
or any
Affiliate
thereof
shall be deemed not to be
outstanding
and the
Percentage
Interest or Voting Rights
evidenced
thereby shall not be
taken into account in determining
whether the requisite
amount of Percentage
Interests or
Voting
Rights
necessary
to effect any such consent or direction
has been
obtained.
All
references
herein
to
"Holders"
or
"Certificateholders"
shall
reflect
the
rights
of
Certificate
Owners as they may
indirectly
exercise such rights through the Depository and
participating
members thereof,
except as otherwise
specified herein;
provided,
however,
that the Trustee
shall be required to recognize as a "Holder" or
"Certificateholder"
only
the Person in whose name a Certificate is registered in the
Certificate Register.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the
beneficial
owner
of
such
Certificate,
as
reflected
on
the
books
of
an
indirect
participating
brokerage firm for which a Depository
Participant acts as agent, if any, and
otherwise on the books of a Depository
Participant,
if any, and
otherwise on the books of
the Depository.
Certificate
Principal
Balance:
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) 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
Balances of (i) the Class A I or Class M Certificates will be
increased,
in each
case
to
the
extent
of
Realized
Losses
previously
allocated
thereto
and
remaining
unreimbursed,
by
the
Subsequent
Recovery
Allocation
Amount
for
Loan
Group
I in the
following
order of priority:
first to the Class A-I
Certificates,
pro rata,
and then to
the Class M-1S,
Class M-2S,
Class M-3S,
Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8 and
Class
M-9
Certificates,
in
that
order
and
(ii)
the
Class
A-II or
Class M
Certificates
will be increased,
in each case to the extent of Realized
Losses
previously
allocated thereto and remaining
unreimbursed,
by the Subsequent Recovery Allocation Amount
for Loan Group II in the following order of priority:
to the Class A-II,
Class M-1S, Class
M-2S,
Class
M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8 and Class M-9
Certificates,
in that
order.
With
respect
to any Class SB
Certificate,
on any date of
determination,
an amount equal to the
Percentage
Interest
evidenced by such
Certificate
multiplied by an amount equal to (i) the excess,
if any, of (A) the then
aggregate
Stated
Principal
Balance of the Mortgage Loans over (B) the then aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
and Class M
Certificates
then
outstanding,
which
represents the sum of (i) the Initial
Principal Balance of REMIC IV Regular Interest SB-PO,
as reduced by Realized Losses allocated
thereto and payments deemed made thereon,
and (ii)
accrued
and unpaid
interest
on REMIC IV Regular
Interest
SB-IO,
as reduced by Realized
Losses allocated
thereto.
The Class R Certificates
will not have a Certificate
Principal
Balance.
Certificate
Register
and
Certificate
Registrar:
The register
maintained
and the
registrar appointed pursuant to Section 5.02.
Class:
Collectively,
all of the Certificates or uncertificated interests bearing the
same designation.
Class A-I-1
Margin:
0.070% per annum, and on any
Distribution
Date on or after the
second
Distribution
Date after the first possible
Optional
Termination
Date, 0.140% per
annum.
Class A-I-2
Certificate:
Any one of the
Class A-I-2
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto 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
in respect
of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest designated as
a "regular
interest"
in REMIC IV for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount.
Class A-I-2
Margin:
Initially,
0.120% per annum, and on any Distribution Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.240% per annum.
Class A-I-3
Certificate:
Any one of the
Class A-I-3
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto 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
in respect
of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest designated as
a "regular
interest"
in REMIC IV for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount..
Class A-I-3
Margin:
Initially,
0.160% per annum, and on any Distribution Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.320% per annum.
Class A-I-4
Certificate:
Any one of the
Class A-I-4
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto 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
in respect
of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest designated as
a "regular
interest"
in REMIC IV for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount.
Class A-I-4
Margin:
Initially,
0.250% per annum, and on any Distribution Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.500% per annum.
Class A-I
Certificates:
Collectively,
the
Class A-I-1
Certificates,
Class A-I-2
Certificates, Class A-I-3 Certificates and Class A-I-4
Certificates.
Class A-I Interest
Remittance
Amount:
With respect to any
Distribution
Date,
the
portion of the Available
Distribution
Amount for that
Distribution
Date
attributable to
interest
received or advanced with respect to the Group I Loans, as adjusted
to reflect the
pro rata
portion of any net swap
payments or Swap
Termination
Payments not due to a Swap
Counterparty Trigger Event allocable to Loan Group I.
Class A-II
Certificate:
Any one of the Class
Certificates
executed
by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit A, senior to the Class Certificates,
Class SB Certificates and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses in respect of Group II
Loans as set forth in Section
4.05,
and
evidencing
an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions.
Class A-II Margin:
Initially,
0.140% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.280% per annum.
Class A-II Interest
Remittance
Amount:
With respect to any
Distribution
Date, the
portion of the Available
Distribution
Amount for that
Distribution
Date
attributable to
interest
received or advanced
with
respect to the Group II Loans,
as adjusted to reflect
the pro rata
portion of any net swap
payments or Swap
Termination
Payments
not due to a
Swap Counterparty Trigger Event allocable to Loan Group II.
Class A
Certificates:
Collectively,
the
Class
A-I
Certificates
and
Class
A-II
Certificates.
Class A Interest Distribution Priority:
With respect to each Class of Class A
Certificates and any Distribution Date, the amount available for
payment of Accrued
Certificate Interest thereon for that Distribution Date plus
Accrued Certificate Interest
thereon remaining unpaid from any prior Distribution Date, in the
amounts and priority as
follows:
(i)
first,
concurrently,
to the
Class A-I
Certificates,
pro rata,
from the Class A-I
Interest
Remittance
Amount,
and
to the
Class A-II
Certificates,
from
the
Class A-II Interest Remittance Amount;
(ii)
second,
to the
Class A-I
Certificates,
pro
rata,
from the
remaining
Class A-II
Interest
Remittance
Amount,
or
to
the
Class A-II
Certificates,
from
the
remaining
Class A-I
Interest
Remittance
Amount,
as needed after taking into
account any
distributions
in respect of
interest on the Class A
Certificates
made in first above;
(iii) third,
concurrently,
to the
Class A-I
Certificates,
pro rata,
from the Principal
Remittance Amount related to Loan Group I,
and to the Class A-II
Certificates,
from the Principal
Remittance Amount related to Loan Group II,
as needed after
taking
into
account
any
distributions
in respect of interest on the Class A
Certificates made in first and second above; and
(iv)
fourth,
to the
Class A-I
Certificates,
pro
rata,
from
the
remaining
Principal
Remittance Amount related to Loan Group II,
or to the Class A-II
Certificates,
from the remaining
Principal
Remittance
Amount
related to Loan
Group I,
as
needed
after taking into
account any
distributions
in respect of interest on
the Class A Certificates made in first, second and third above.
Class A
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(a) 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 (b) 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-I-1
Certificate:
Any one of the
Class A-I-1
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto 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
in respect
of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest designated as
a "regular
interest"
in REMIC IV for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount.
Class
M-1S
Certificate:
Any one of the
Class
M-1S
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto as Exhibit B, senior to the Class M-2S Certificates,
Class M-3S Certificates,
Class
M-4 Certificates,
Class M-5 Certificates,
Class M-6 Certificates,
Class M-7 Certificates,
Class
M-8
Certificates,
Class
M-9
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 IV for purposes of the REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-1S Margin:
Initially,
0.250% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.375% per annum.
Class
M-2S
Certificate:
Any one of the
Class
M-2S
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto
as
Exhibit B,
senior
to the
Class
M-3S
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9
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 IV
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-2S Margin:
Initially,
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-3S
Certificate:
Any one of the
Class
M-3S
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto
as
Exhibit B-1,
senior
to the
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9
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
IV for
purposes
of
the
REMIC
Provisions,
(ii) the
right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation to pay the Class IO Distribution Amount.
Class M-3S Margin:
Initially,
0.350% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.525% per annum.
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 hereto as
Exhibit B,
senior
to
the
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9
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 IV for
purposes
of the REMIC
Provisions,
(ii) the
right to
receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO
Distribution
Amount.
Class M-4
Margin:
Initially,
0.390% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.585% per annum.
Class M-4
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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
Sequential Class M Principal
Distribution
Amount or (b) 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 Sequential
Class M
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,
Class
M-1S
Certificates,
Class
M-2S
Certificates
and Class M-3S
Certificates
(after
taking
into
account the payment of the
Class A Principal
Distribution Amount and Sequential Class M 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 hereto as
Exhibit B,
senior
to
the
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9
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 IV
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments
under the Swap
Agreement and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-5
Margin:
Initially,
0.420% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.630% per annum.
Class M-5
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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,
the
Sequential Class M Principal
Distribution Amount and the Class M-4
Principal
Distribution
Amount or (b) 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,
the Sequential Class M
Principal Distribution Amount and the 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
Certificates,
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S Certificates and Class M-4 Certificates (after taking
into account
the payment of the Class A Principal
Distribution
Amount, the Sequential Class M 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 hereto as
Exhibit B,
senior
to
the
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9
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
IV for
purposes
of
the
REMIC
Provisions,
(ii) the
right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation to pay the Class IO Distribution Amount.
Class M-6
Margin:
Initially,
0.480% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.720% per annum.
Class M-6
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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,
the
Sequential
Class M Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the Class M-5 Principal
Distribution Amount or (b) 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,
the Sequential Class M
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount
and
the
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
Certificates,
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S Certificates,
Class M-4
Certificates and Class M-5
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Sequential
Class M 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 M-7
Certificate:
Any one of the Class M-7 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B,
senior
to
the
Class M-8
Certificates,
Class M-9
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 IV for purposes of the REMIC
Provisions,
(ii) the right to
receive
payments
under the Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount.
Class M-7
Margin:
Initially,
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-7
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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,
the
Sequential
Class M Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount
and
the
Class M-6
Principal
Distribution
Amount
or (b) 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,
the Sequential Class M
Principal
Distribution
Amount, the Class M-4 Principal
Distribution Amount, the Class M-5
Principal Distribution Amount and the Class M-6 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,
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S Certificates,
Class M-4 Certificates,
Class M-5 Certificates and
Class M-6
Certificates
(after
taking into
account
the payment of the Class A
Principal
Distribution
Amount,
the Sequential Class M Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount
and
the
Class M-6 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-7 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-8
Certificate:
Any one of the Class M-8 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B,
senior
to
the
Class M-9
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 IV for purposes of the REMIC Provisions,
(ii) the right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-8
Margin:
Initially,
1.450% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
2.175% per annum.
Class M-8
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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,
the
Sequential
Class M Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount and the Class M-7 Principal
Distribution Amount or (b) 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,
the Sequential Class M
Principal
Distribution
Amount, the Class M-4 Principal
Distribution Amount, the Class M-5
Principal
Distribution
Amount,
Class M-6 Principal
Distribution Amount and the Class M-7
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,
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates and Class M-7 Certificates (after taking into account
the payment of
the Class A Principal
Distribution
Amount,
the Sequential Class M Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, the Class M-5 Principal
Distribution
Amount,
Class M-6 Principal
Distribution
Amount and the Class M-7 Principal
Distribution
Amount
for
that
Distribution
Date)
and (2) the
Certificate
Principal
Balance
of the
Class M-8
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-9
Certificate:
Any one of the Class M-9 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto 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 IV for purposes of
the REMIC Provisions,
(ii) the right to receive payments under the Swap Agreement and
(iii)
the obligation to pay the Class IO Distribution Amount.
Class M-9
Margin:
Initially,
2.500% per annum, and on any
Distribution
Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
3.750% per annum.
Class M-9
Principal
Distribution
Amount:
With respect to any Distribution Date (a)
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,
the
Sequential
Class M Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount
and
the
Class M-8
Principal
Distribution
Amount
or (b) 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,
the Sequential Class M
Principal
Distribution
Amount, the Class M-4 Principal
Distribution Amount, the Class M-5
Principal Distribution Amount,
Class M-6 Principal Distribution Amount, Class M-7 Principal
Distribution Amount and the Class M-8 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,
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates and Class M-8
Certificates
(after taking
into account the payment of the Class A Principal
Distribution Amount, the Sequential Class
M Principal
Distribution Amount, the Class M-4 Principal Distribution Amount,
the Class M-5
Principal Distribution Amount,
Class M-6 Principal Distribution Amount, Class M-7 Principal
Distribution
Amount and the Class M-8
Principal
Distribution Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the Class M-9
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 Basis Risk
Shortfalls:
With
respect
to each Class of Class M
Certificates
and any
Distribution
Date, the sum of (a) with respect to any
Distribution
Date on which
the Class M 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 (which
shall not exceed 14.000% per annum),
over (y) Accrued
Certificate
Interest for such Class
calculated
using
the
Class
M Net
WAC Cap
Rate
for
such
Distribution
Date,
(b) any
shortfalls
for such Class
calculated
pursuant to clause (a) above
remaining
unpaid from
prior
Distribution
Dates,
and (c) one month's interest on the amount in clause (b) (based
on the number of days in the preceding
Interest
Accrual
Period) at a per annum rate equal
to LIBOR plus the related Margin for such
Distribution Date (which shall not exceed 14.000%
per annum).
Class
M
Certificates:
Collectively,
the
Class
M-1S
Certificates,
Class
M-2S
Certificates,
Class M-3S
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class
M-6
Certificates,
Class M-7
Certificates,
Class
M-8
Certificates
and Class M-9
Certificates.
Class M Net WAC Cap
Rate:
With
respect
to any
Distribution
Date and the
Class M
Certificates,
a per annum
rate
equal to the
weighted
average of the Group I Net WAC Cap
Rate for such
Distribution
Date
and the
Group II Net WAC Cap Rate for such
Distribution
Date, weighted on the basis of the related Subordinate Component,
which for tax purposes is
equal to the weighted average of the
Uncertificated
REMIC II Pass-Through
Rates for REMIC
II Regular Interests Y-1 and Y-2.
Class R Certificate:
Any one of the Class R Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit D and evidencing an interest
designated as a "residual
interest" in the REMICs for
purposes of the REMIC
Provisions.
Component I of the Class R Certificates is designated as
the sole class of "residual
interest" in REMIC I,
Component II of the Class R Certificates
is
designated
as the sole class of "residual
interest" in REMIC II,
Component III of the
Class R
Certificates
is designated
as the sole class of "residual
interest" in REMIC III
and
Component IV of the Class R
Certificates
is designated as the sole class of "residual
interest" in REMIC IV.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit C,
subordinate
to the
Class A
Certificates
and the
Class M
Certificates
with
respect
to
distributions
and
the
allocation
of
Realized
Losses
as
set
forth
in
Section 4.05,
and
evidencing
an interest
comprised
of "regular
interests"
in REMIC IV
together
with
certain
rights to payments
under the Swap
Agreements
for purposes of the
REMIC Provisions.
Clearance System:
The Euroclear, Clearstream or both, as applicable.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
October 27, 2006.
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With respect to any Distribution Date, any amount paid by the
Master Servicer in accordance with Section 3.16(f).
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time its
corporate
trust
business
with
respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument
is located at
U.S.
Bank National
Association,
EP-MN-WS3D,
60 Livingston
Avenue,
St. Paul,
Minnesota
55107, Attn: Structured Finance/RASC 2006-KS9.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal
Prepayment
made by a Mortgagor
which is not a Principal
Prepayment in Full.
Custodial Account:
The custodial account or accounts created and maintained
pursuant
to
Section 3.07
in the name of a depository
institution,
as custodian for the holders of
the
Certificates,
for the holders of certain other interests in mortgage loans
serviced or
sold by the Master
Servicer and for the Master
Servicer,
into which the amounts set forth
in
Section 3.07
shall be
deposited
directly.
Any such
account or accounts
shall be an
Eligible Account.
Custodial
Agreement:
An agreement that may be entered into among the Depositor,
the
Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
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.
Custodian:
Wells Fargo Bank, N.A., or any successor
custodian
appointed pursuant to
a Custodial Agreement.
Cut-off Date:
October 1, 2006.
Cut-off Date Balance:
$1,234,143,975.84.
Cut-off
Date
Principal
Balance:
With
respect
to any
Mortgage
Loan,
the unpaid
principal
balance
thereof at the Cut-off Date after giving effect to all
installments
of
principal
due on or prior
thereto
(or due in the month of the Cut-off
Date),
whether or
not received.
Debt
Service
Reduction:
With
respect to any
Mortgage
Loan,
a
reduction
in the
scheduled
Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a
proceeding
under the
Bankruptcy
Code,
except such a reduction
constituting
a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Defaulting Party: As defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any
Mortgage
Loan, a valuation by a court of
competent
jurisdiction
of
the
Mortgaged
Property
in
an
amount
less
than
the
then
outstanding
indebtedness
under
the
Mortgage
Loan,
or any
reduction
in the
amount of
principal to be paid in connection
with any scheduled
Monthly
Payment that
constitutes a
permanent
forgiveness of principal,
which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan: A Mortgage
Loan
replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Delinquent:
As used herein,
a Mortgage
Loan is considered to be: "30 to 59 days" or
"30 or more days"
delinquent when a payment due on any scheduled due date remains
unpaid as
of the close of business on the next following
monthly
scheduled due date; "60 to 89 days"
or "60 or more days"
delinquent when a payment due on any scheduled due date remains
unpaid
as of the close of business on the second following
monthly
scheduled due date; and so on.
The
determination
as to whether a Mortgage Loan falls into these
categories is made as of
the close of business on the last business day of each month.
For example,
a Mortgage Loan
with a payment due on July 1 that
remained
unpaid as of the close of business on August 31
would then be considered to be 30 to 59 days delinquent.
Delinquency
information as of the
Cut-off Date is
determined
and
prepared as of the close of business on the last
business
day immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The
Depository
Trust
Company,
or any successor
Depository
hereafter
named.
The
nominee
of
the
initial
Depository
for
purposes
of
registering
those
Certificates
that are to be Book-Entry
Certificates is Cede & Co. The Depository
shall at
all times be a
"clearing
corporation"
as defined in
Section 8-102(a)(5)
of the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the
provisions of Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer,
bank or other
financial
institution or
other
Person
for whom from time to time a
Depository
effects
book-entry
transfers
and
pledges of securities deposited with the Depository.
Destroyed
Mortgage Note: A Mortgage Note the original of which was
permanently
lost
or destroyed and has not been replaced.
Determination
Date: With respect to any
Distribution
Date, the 20th day (or if such
20th day is not a Business
Day, the Business Day
immediately
following
such 20th day) of
the month of the related Distribution Date.
Disqualified Organization:
Any organization defined as a "disqualified
organization"
under
Section 860E(e)(5)
of the Code,
including,
if not otherwise
included,
any of the
following:
(i)
the
United
States,
any
State
or
political
subdivision
thereof,
any
possession of the United States,
or any agency or
instrumentality
of any of the foregoing
(other than an
instrumentality
which is a corporation if all of its activities are subject
to tax and,
except for Freddie Mac, a majority of its board of directors is not
selected by
such governmental unit), (ii) a foreign government, any
international
organization,
or any
agency or
instrumentality
of any of the
foregoing,
(iii) any
organization
(other
than
certain
farmers'
cooperatives
described in
Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511 of the
Code
on
unrelated
business
taxable
income)
and
(iv) rural
electric
and
telephone
cooperatives
described in
Section 1381(a)(2)(C)
of the Code. A Disqualified
Organization
also includes any "electing large
partnership,"
as defined in
Section 775(a)
of the Code
and any other Person so
designated by the Trustee based upon an Opinion of Counsel that the
holding of an
Ownership
Interest
in a Class R
Certificate
by such
Person may cause any
REMIC or any Person having an Ownership
Interest in any Class of
Certificates
(other than
such Person) to incur a liability
for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest
in a Class R
Certificate
to such Person.
The terms "United States," "State" and "international
organization"
shall
have the meanings set forth in Section 7701 of the Code or
successor provisions.
Distribution
Date:
The 25th day of any month
beginning in November 2006 or, if such
25th day is not a Business Day, the Business Day immediately
following such 25th day.
DTC
Letter:
The Letter of
Representations,
dated
October
26,
2006,
between the
Trustee, on behalf of the Trust Fund, and the Depository.
Due Date:
With
respect
to any
Distribution
Date and any
Mortgage
Loan,
the day
during the related Due Period on which the Monthly Payment is due.
Due
Period:
With
respect
to any
Distribution
Date,
the
calendar
month of such
Distribution Date.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
Eligible
Account:
An account that is any of the
following:
(i)
maintained
with a
depository
institution the debt
obligations of which have been rated by each Rating Agency
in its highest rating available,
or (ii) an account or accounts in a depository institution
in which such accounts are fully
insured to the limits
established
by the FDIC,
provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency,
as
evidenced
in
writing,
be
maintained
such that (as
evidenced
by an
Opinion of Counsel
delivered
to the Trustee and each Rating
Agency) the
registered
Holders of
Certificates
have a claim
with
respect
to the funds in such
account
or a
perfected
first
security
interest against any collateral (which shall be limited to
Permitted
Investments)
securing
such
funds
that is
superior
to
claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the
Custodial Account, a trust account or accounts
maintained in the corporate trust department
of U.S. Bank National
Association,
or (iv) in the case of the Certificate Account, a trust
account or
accounts
maintained
in the
corporate
trust
division of U.S.
Bank
National
Association,
or (v) an account or accounts of a depository
institution
acceptable to each
Rating
Agency (as
evidenced in writing by each Rating
Agency that use of any such account
as the Custodial
Account or the Certificate
Account will not reduce the rating assigned to
any Class of
Certificates by such Rating Agency below the
then-current
rating assigned to
such Certificates by such Rating Agency).
Eligible Master
Servicing
Compensation:
With respect to any
Distribution
Date and
each Loan Group, the lesser of
(a) one-twelfth of 0.125% of the Stated Principal Balance of
the related Mortgage Loans
immediately
preceding such Distribution Date and (b) the sum of
the Servicing
Fee and all income and gain on amounts held in the Custodial
Account and the
Certificate Account and payable to the Certificateholders
with respect to such Distribution
Date,
in each case with
respect to the related Loan Group;
provided
that for purposes of
this
definition
the
amount
of
the
Servicing
Fee
will
not
be
reduced
pursuant
to
Section 7.02(a) except as may be required pursuant to the last
sentence of such Section.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Bank S.A./N.V.
Event of Default:
As defined in Section 7.01.
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 the
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 the 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 4.10(c).
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 for such Distribution
Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Expense Fee Rate:
With respect to any Mortgage Loan as of any date of
determination,
the sum of the applicable
Servicing Fee Rate and the per annum rate at which the applicable
Subservicing Fee accrues.
Fannie
Mae:
Fannie
Mae, a
federally
chartered
and
privately
owned
corporation
organized and existing under the Federal National Mortgage
Association
Charter Act, or any
successor thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date: The
Distribution
Date on which the final
distribution in
respect of the Certificates will be made pursuant to Section 9.01,
which Final Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period described in
Section 9.02.
Final
Scheduled
Distribution
Date:
Solely
for
purposes
of
the
face
of
the
Certificates,
as follows:
with respect to the Class A-I-1
Certificates,
the Distribution
Date occurring in April 2030; with respect to the Class A-I-2
Certificates the Distribution
Date
occurring
in
January
2034;
with
respect
to
the
Class A-I-3
Certificates
the
Distribution
Date
occurring
in
September
2036;
and
with
respect
to the
Class A-I-4
Certificates,
Class A-II
Certificates
and each
class of the
Class M
Certificates,
the
Distribution
Date
occurring in November
2036.
No event of default
under this
Agreement
will
arise or
become
applicable
solely by reason of the
failure
to retire
the
entire
Certificate
Principal Balance of any Class of Class A
Certificates or Class M Certificates
on or before its Final Scheduled Distribution Date.
Fitch:
Fitch Ratings, or its successors in interest.
Fixed
Swap
Payment:
With
respect
to any
Distribution
Date
on or
prior
to the
distribution
date in October 2011, an amount equal to the product of (x) a fixed
rate equal
to 5.21% per annum,
(y) the Swap Agreement
Notional Balance for that Distribution Date and
(z) a fraction,
the numerator of which is (a) 29 for the distribution date in
November 2006
and (b) 30 for any
distribution
date
occurring
after the
distribution
date in November
2006, and the denominator of which is 360.
Floating
Swap
Payment:
With
respect
to any
Distribution
Date on or prior to the
Distribution
Date in October
2011,
an amount equal to the product of (x) Swap LIBOR,
(y)
the Swap
Agreement
Notional
Balance for that
Distribution
Date and (z) a fraction,
the
numerator
of which is equal to the number
of days
in the
related
calculation
period as
provided in the Swap Agreement and the denominator of which is 360.
Foreclosure
Profits:
With respect to any Distribution Date or related
Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds,
Insurance Proceeds
and
REO
Proceeds
(net
of
all
amounts
reimbursable
therefrom
pursuant
to
Section 3.10(a)(ii))
in
respect of each
Mortgage
Loan or REO
Property
for which a Cash
Liquidation or REO
Disposition
occurred in the related
Prepayment
Period over the sum of
the unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case
of an REO Disposition,
in accordance with Section 3.14) plus accrued and unpaid interest
at
the Mortgage Rate on such unpaid
principal
balance from the Due Date to which interest was
last paid by the
Mortgagor to the first day of the month
following the month in which such
Cash Liquidation or REO Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(e).
Freddie Mac:
Freddie Mac, a corporate
instrumentality
of the United States
created
and existing under Title III of the Emergency
Home Finance Act of 1970, as amended,
or any
successor thereto.
Gross
Margin:
With
respect
to
each
adjustable-rate
Mortgage
Loan,
the
fixed
percentage
set forth in the
related
Mortgage
Note and
indicated
on the
Mortgage
Loan
Schedule
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.
Group:
Loan Group I or Loan Group II, as applicable.
Group I Basis Risk
Shortfall:
With
respect to any Class of
Class A-I
Certificates
and any
Distribution
Date,
an
amount
equal to the
excess
of (x)
Accrued
Certificate
Interest for that Class
calculated at a per annum rate (which shall not exceed
14.000% per
annum) equal to LIBOR plus the related Margin for that
Distribution
Date over
(y) Accrued
Certificate
Interest for that Class if the Pass-Through
Rate for that Distribution Date is
calculated
using the Group I Net WAC Cap Rate for that
Distribution
Date; plus any unpaid
Group I Basis Risk Shortfall from prior
Distribution
Dates,
plus interest
thereon to the
extent
previously
unreimbursed
by Excess Cash Flow
calculated at a per annum rate (which
shall not
exceed
14.000%
per
annum)
equal to LIBOR
plus the
related
Margin
for that
Distribution Date.
Group I Loans:
The Mortgage Loans
designated on the Mortgage Loan Schedule
attached
hereto as
Exhibit
F-1.
The Group I Loans
relate to the Class A-I
Certificates,
Class M
Certificates and Class SB Certificates.
Group I Net WAC Cap Rate:
With
respect to any
Distribution
Date,
a per annum rate
equal
to the
product
of (i) the
weighted
average
of the Net
Mortgage
Rates
(or,
if
applicable,
the Modified Net
Mortgage
Rates) on the Group I
Loans using the Net Mortgage
Rates (or,
if
applicable,
the
Modified
Net
Mortgage
Rates) in effect for the
Monthly
Payments due on such Mortgage Loans during the related Due Period,
weighted on the basis of
the respective
Stated
Principal
Balances
thereof for that
Distribution
Date and (ii) a
fraction
equal to 30 divided by the actual number of days in the related
Interest
Accrual
Period.
Group I Principal
Distribution
Amount:
For any
Distribution
Date,
the product of
(x) the
Class A
Principal
Distribution
Amount
for
that
Distribution
Date
and
(y) a
fraction,
the numerator of which is the portion of the Principal
Allocation Amount related
to Loan Group I for that
Distribution
Date and the
denominator
of which is the Principal
Allocation Amount for all of the Mortgage Loans for that
Distribution Date.
Group I REMIC II Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum
rate equal to the weighted
average of the Net Mortgage
Rates on the Group I Loans
reduced
by the Adjusted Strip Rate.
Group I REMIC III Net WAC Rate:
With
respect to any
Distribution
Date, a per annum
rate equal to the weighted
average of the
Uncertificated
REMIC II Pass-Through
Rates for
REMIC II Regular Interests Y-1 and Z-1.
Group II Basis Risk
Shortfall:
With respect to any Class of Class A-II
Certificates
and any
Distribution
Date,
an
amount
equal to the
excess
of (x)
Accrued
Certificate
Interest for that Class
calculated at a per annum rate (which shall not exceed
14.000% per
annum) equal to LIBOR plus the related Margin for that
Distribution
Date over
(y) Accrued
Certificate
Interest for that Class if the Pass-Through
Rate for such Distribution Date is
calculated using the Group II Net WAC Cap Rate for that
Distribution
Date; plus any unpaid
Group II Basis Risk Shortfall from prior
Distribution
Dates,
plus interest thereon to the
extent
previously
unreimbursed
by Excess Cash Flow
calculated at a per annum rate (which
shall not
exceed
14.000%
per
annum)
equal to LIBOR
plus the
related
Margin
for that
Distribution Date.
Group II Loans: The Mortgage Loans
designated on the Mortgage Loan Schedule
attached
hereto as Exhibit
F-2. The Group II Loans
relate to the Class A-II
Certificates,
Class M
Certificates and Class SB Certificates.
Group II Net WAC Cap Rate:
With respect to any Distribution Date, a per annum rate
equal to the product of (i) the weighted average of the Net
Mortgage Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group II Loans
using the Net Mortgage
Rates (or, if applicable, the Modified Net Mortgage Rates) in
effect for the Monthly
Payments due on such Mortgage Loans during the related Due Period,
weighted on the basis of
the respective Stated Principal Balances thereof for that
Distribution Date and (ii) a
fraction equal to 30 divided by the actual number of days in the
related Interest Accrual
Period.
Group II Principal Distribution Amount:
For any Distribution Date, the product of
(x) the Class A Principal Distribution Amount for that Distribution
Date and (y) a
fraction, the numerator of which is the portion of the Principal
Allocation Amount related
to Loan Group II for that Distribution Date and the denominator of
which is the Principal
Allocation Amount for all of the Mortgage Loans for that
Distribution Date.
Group II REMIC II Net WAC Rate:
With
respect to any
Distribution
Date, a per annum
rate equal to the weighted
average of the Net Mortgage
Rates on the Group II Loans reduced
by the Adjusted Strip Rate.
Group II REMIC III Net WAC Rate:
With respect to any
Distribution
Date, a per annum
rate equal to the weighted
average of the
Uncertificated
REMIC II Pass-Through
Rates for
REMIC II Regular Interests Y-2 and Z-2.
HUD:
The United States Department of Housing and Urban Development.
Independent:
When used with respect to any specified Person,
means such a Person who
(i) is in fact
independent of the Depositor,
the Master
Servicer and the Trustee,
or any
Affiliate
thereof,
(ii)
does not have
any
direct
financial
interest
or any
material
indirect
financial
interest in the Depositor,
the Master Servicer or the Trustee or in an
Affiliate
thereof,
and (iii) is not connected with the Depositor,
the Master
Servicer or
the Trustee as an officer, employee,
promoter,
underwriter,
trustee, partner, director or
person performing similar functions.
Index:
With respect to any
adjustable-rate
Mortgage
Loan and as to any
Adjustment
Date therefor, the related index as stated in the related Mortgage
Note.
Initial
Certificate
Principal
Balance:
With respect to each Class of
Certificates
(other than the Class R
Certificates),
the Certificate
Principal Balance of such Class of
Certificates as of the Closing Date as set forth in the Preliminary
Statement hereto.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any
Primary
Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to
the extent such proceeds are payable to the mortgagee under the
Mortgage,
any
Subservicer,
the Master
Servicer or the Trustee
and are not applied to the
restoration
of the related
Mortgaged
Property or released to the Mortgagor in accordance
with the procedures that the
Master Servicer would follow in servicing mortgage loans held for
its own account.
Interest Accrual Period:
With respect to the Distribution
Date in November 2006, the
period
commencing the Closing Date and ending on the day preceding the
Distribution Date in
November
2006, and with respect to any
Distribution
Date after the
Distribution
Date in
November
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 preceding
such Distribution Date.
Interest
Distribution
Amount:
For
any
Distribution
Date,
the
amounts
payable
pursuant to Section 4.02(c)(i) and (ii).
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With respect to any Mortgage Loan, all amounts received during any
Due
Period,
whether
as late
payments
of
Monthly
Payments
or as
Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
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
by law to be
closed.
LIBOR
Certificates:
Collectively,
the
Class A
Certificates
and
the
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:
Amounts (other than Insurance Proceeds) received by the Master
Servicer in connection
with the taking of an entire
Mortgaged
Property by exercise of the
power
of
eminent
domain
or
condemnation
or in
connection
with the
liquidation
of a
defaulted
Mortgage Loan through trustee's sale,
foreclosure sale or otherwise,
other than
REO Proceeds and Subsequent Recoveries.
Loan Group I: The Mortgage
Loans
designated on the Mortgage
Loan Schedule
attached
hereto as Exhibit F-1.
Loan Group II: The Mortgage
Loans
designated on the Mortgage Loan Schedule
attached
hereto as Exhibit F-2.
Loan-to-Value
Ratio:
As of any date,
the fraction,
expressed as a percentage,
the
numerator
of which is the current
principal
balance of the related
Mortgage
Loan at the
date of
determination
and the
denominator of which is the Appraised
Value of the related
Mortgaged Property.
Margin: The Class A-I-1 Margin,
Class A-I-2 Margin,
Class A-I-3 Margin,
Class A-I-4
Margin,
Class
A-II
Margin,
Class M-1S
Margin,
Class M-2S
Margin,
Class M-3S
Margin,
Class M-4 Margin,
Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class M-8
Margin or
Class M-9 Margin, as applicable.
Marker Rate: With respect to the Class SB
Certificates
or REMIC IV Regular
Interest
SB-IO and any Distribution
Date, in relation to REMIC III Regular
Interests LT1, LT2, LT3,
LT4 and
LT-Y1,
a per
annum
rate
equal to two (2)
times
the
weighted
average
of the
Uncertificated
REMIC III
Pass-Through
Rates for REMIC III Regular
Interest LT2 and REMIC
III Regular
Interest
LT3.
With respect to the Class SB
Certificates
or REMIC IV Regular
Interest SB-IO and any
Distribution
Date, in relation to REMIC III Regular
Interests LT5,
LT6,
LT7, LT8 and LT-Y2,
a per annum rate equal to two (2) times the
weighted
average of
the
Uncertificated
REMIC III
Pass-Through
Rates for REMIC III Regular
Interest
LT6 and
REMIC III Regular Interest LT7.
Master Servicer:
As defined in the preamble hereto.
Maturity Date: With respect to each Class of
Certificates
representing
ownership of
Regular
Interests or Uncertificated
Regular Interest issued by each of REMIC I,
REMIC II,
REMIC
III
and
REMIC
IV the
latest
possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii)
of the Treasury Regulations, by which the Certificate Principal
Balance of each such
Class of
Certificates
representing
a regular
interest in the Trust
Fund would be reduced to zero, which is, for each such regular
interest,
November 25, 2036,
which is the Distribution
Date occurring in the month following the last scheduled
monthly
payment of the Mortgage Loans.
Maximum
Mortgage
Rate:
With respect to any
adjustable-rate
Mortgage Loan, the per
annum rate indicated on the Mortgage Loan Schedule 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.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R)System:
The
system
of
recording
transfers
of
Mortgages
electronically
maintained by MERS.
MIN: The Mortgage
Identification
Number for Mortgage Loans
registered
with MERS on
the MERS(R)System.
Minimum
Mortgage
Rate:
With
respect to any
adjustable-rate
Mortgage
Loan, a per
annum rate equal to the greater of (i) the
Note Margin and (ii) the rate
indicated
on the
Mortgage
Loan
Schedule as the "NOTE
FLOOR," which rate may be applicable to such Mortgage
Loan at any time during the life of such Mortgage Loan.
Modified
Mortgage
Loan:
Any Mortgage
Loan that has been the subject of a Servicing
Modification.
Modified Net Mortgage
Rate:
With respect to any Mortgage Loan that is the subject of
a
Servicing
Modification,
the Net
Mortgage
Rate
minus
the rate per annum by which the
Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan:
With respect to any
Mortgage
Loan,
MERS acting as the
mortgagee of such
Mortgage
Loan,
solely
as
nominee
for the
originator
of
such
Mortgage
Loan
and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and
the Due Date in any Due
Period,
the
payment of
principal
and
interest
due
thereon in
accordance with the amortization
schedule at the time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but
before any adjustment to such amortization schedule by reason of
any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any moratorium or similar waiver or grace
period and before any Servicing
Modification
that
constitutes a reduction of the interest
rate on such Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successors in interest.
Mortgage:
With respect to each Mortgage
Note,
the mortgage,
deed of trust or other
comparable
instrument
creating
a first or
junior
lien on an
estate
in fee
simple
or
leasehold interest in real property securing a Mortgage Note.
Mortgage
File:
The
mortgage
documents
listed
in
Section 2.01
pertaining
to
a
particular
Mortgage Loan and any additional
documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Loans:
Such of the mortgage loans
transferred
and assigned to the Trustee
pursuant
to
Section 2.01
as from
time to time are held or deemed to be held as a part of
the Trust Fund,
the
Mortgage
Loans
originally
so held being
identified
in the initial
Mortgage Loan Schedule,
and Qualified Substitute Mortgage Loans held or deemed held as part
of the Trust Fund including,
without
limitation,
each related Mortgage Note, Mortgage and
Mortgage File and all rights appertaining thereto.
Mortgage
Loan
Schedule:
The
lists
of
the
Mortgage
Loans
attached
hereto
as
Exhibit F-1
and
Exhibit F-2
(as
amended
from time to time to reflect
the
addition
of
Qualified
Substitute
Mortgage
Loans),
which
lists
shall
set
forth at a
minimum
the
following information as to each Mortgage Loan:
(i)...the Mortgage Loan identifying number ("RFC LOAN #");
(ii)..[reserved];
(iii).the maturity of the Mortgage Note ("MATURITY
DATE," or "MATURITY DT");
(iv)..for
the
adjustable-rate
Mortgage
Loans,
the
Mortgage
Rate
as
of
origination ("ORIG RATE");
(v)...the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi)..the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii).the scheduled
monthly
payment of
principal,
if any, and interest as of
the Cut-off Date ("ORIGINAL P & I" or "CURRENT P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)..the Loan-to-Value Ratio at origination ("LTV");
(x)...a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that
the
Mortgage
Loan is secured by a second or vacation
residence
(the
absence of any such
code means the Mortgage Loan is secured by a primary residence);
(xi)..a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied
residence
(the absence of any such code means the
Mortgage Loan is secured by an owner occupied residence);
(xii).for the
adjustable-rate
Mortgage Loans, the Maximum Mortgage Rate ("NOTE
CEILING");
(xiii)
for the
adjustable-rate
Mortgage
Loans,
the maximum Net Mortgage
Rate ("NET CEILING");
(xiv).for the adjustable-rate Mortgage Loans, the Note Margin
("NOTE MARGIN");
(xv)..for the
adjustable-rate
Mortgage Loans,
the first Adjustment Date after
the Cut-off Date ("NXT INT CHG DT");
(xvi).for the adjustable-rate
Mortgage Loans, the Periodic Cap ("PERIODIC DECR"
or "PERIODIC INCR");
(xvii)
[reserved]; and
(xviii)
for
the
adjustable-rate
Mortgage
Loans,
the
rounding
of
the
semi-annual or annual adjustment to the Mortgage Rate ("NOTE
METHOD").
Such schedules may consist of multiple reports that
collectively set forth all of the
information required.
Mortgage
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness
of a
Mortgagor
under a
Mortgage
Loan,
together
with any
modification thereto.
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 the adjustable-rate
Mortgage Loans 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 adjustable-rate 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.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
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:
The Group I Net WAC Cap Rate,
Group II Net WAC Cap Rate or Class M
Net WAC Cap Rate, as applicable.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any
Advance
previously
made or proposed to be made by the
Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted
Mortgage
Loan) which,
in the good faith judgment of the Master
Servicer,
will not, or, in the case
of a proposed
Advance,
would not, be ultimately
recoverable
by the Master
Servicer from
related Late Collections,
Insurance Proceeds,
Liquidation Proceeds or REO Proceeds. To the
extent that any Mortgagor is not obligated
under the related
Mortgage
documents to pay or
reimburse any portion of any Servicing
Advances
that are
outstanding
with respect to the
related
Mortgage
Loan as a result of a
modification
of such
Mortgage Loan by the Master
Servicer,
which forgives
amounts which the Master
Servicer or Subservicer
had previously
advanced,
and
the
Master
Servicer
determines
that
no
other
source
of
payment
or
reimbursement for such advances is available to it, such Servicing
Advances shall be deemed
to be Nonrecoverable
Advances.
The determination by the Master Servicer that it has made a
Nonrecoverable
Advance
shall
be
evidenced
by
a
certificate
of a
Servicing
Officer,
Responsible
Officer or Vice
President or its
equivalent
or senior
officer of the Master
Servicer,
delivered to the Depositor,
the Trustee,
and the Master Servicer
setting forth
such
determination,
which shall include any other
information or reports
obtained by the
Master
Servicer such as property
operating
statements,
rent rolls,
property
inspection
reports and
engineering
reports,
which may support such
determinations.
Notwithstanding
the above,
the
Trustee
shall be
entitled
to rely upon any
determination
by the Master
Servicer that any Advance
previously made is a Nonrecoverable
Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan:
Any
Mortgage
Loan
that,
at the time of
reference
thereto, is not subject to a Subservicing Agreement.
Note
Margin:
With
respect
to
each
adjustable-rate
Mortgage
Loan,
the
fixed
percentage
set forth in the
related
Mortgage
Note and
indicated
on the
Mortgage
Loan
Schedule 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 adjustable-rate Mortgage Loan until the next
Adjustment Date.
Officers'
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice President,
Assistant Vice President,
Director,
Managing Director,
the
Treasurer,
the Secretary, an Assistant Treasurer or an Assistant Secretary of
the Depositor
or the Master
Servicer,
as the case may be, and
delivered to the Trustee,
as required by
this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the
Master
Servicer and which counsel may be counsel for the Depositor or the
Master
Servicer,
provided
that any Opinion of Counsel (i)
referred to in the
definition
of
"Disqualified
Organization"
or (ii) relating to the
qualification
of any REMIC
hereunder as a REMIC or
compliance with the REMIC Provisions
must,
unless
otherwise
specified,
be an opinion of
Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or
after
which
the
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.
Outstanding
Mortgage
Loan:
With
respect
to the
Due
Date in any
Due
Period,
a
Mortgage
Loan
(including
an REO
Property)
that
was
not
the
subject
of a
Principal
Prepayment in Full, Cash Liquidation or REO Disposition and that
was not purchased,
deleted
or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
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
the
Class M
Certificates immediately prior to such date.
Overcollateralization
Floor:
An amount equal to the product of 0.50% 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 (iv) and (v) 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.
Ownership
Interest:
With
respect to any
Certificate,
any
ownership
or
security
interest in such
Certificate,
including
any
interest in such
Certificate
as the Holder
thereof and any other interest therein, whether direct or indirect,
legal or beneficial,
as
owner or as pledgee.
Pass-Through
Rate:
With respect to each Class of
Class A
Certificates
and Class M
Certificates
and any
Distribution
Date,
the least of (i) a per annum rate equal to LIBOR
plus the related Margin for such
Distribution
Date,
(ii) 14.000%
per annum and (iii) the
related Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB
Certificates or REMIC IV 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
(viii) below, and the denominator of which is the aggregate
principal
balance of the REMIC
III Regular
Interests.
For purposes of calculating the Pass-Through
Rate for the Class SB
Certificates or REMIC IV Regular
Interest
SB-IO,
the numerator is equal to the sum of the
following components:
(i)...the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT1
minus the related
Marker Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC III Regular Interest LT1;
(ii)..the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT2
minus the related
Marker Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC III Regular Interest LT2;
(iii).the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT4
minus
twice
the
related
Marker
Rate,
applied
to
a
notional
amount
equal
to
the
Uncertificated Principal Balance of REMIC III Regular Interest LT4;
(iv)..the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT5
minus the related
Marker Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC III Regular Interest LT5;
(v)...the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT6
minus the related
Marker Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC III Regular Interest LT6;
(vi)..the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT8
minus
twice
the
related
Marker
Rate,
applied
to
a
notional
amount
equal
to
the
Uncertificated Principal Balance of REMIC III Regular Interest LT8;
(vii).the Uncertificated
Pass-Through Rate for REMIC III Regular Interest LT-Y1
minus the related
Marker Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC III Regular Interest LT-Y1; and
(viii)
the Uncertificated
Pass-Through Rate for REMIC III Regular Interest
LT-Y2
minus
the
related
Marker
Rate,
applied
to
a
notional
amount
equal
to
the
Uncertificated Principal Balance of REMIC III Regular Interest
LT-Y2.
Paying Agent:
U.S. Bank National
Association or any successor Paying Agent appointed
by the Trustee.
Percentage
Interest:
With respect to any Class A Certificate or Class M Certificate,
the
undivided
percentage
ownership
interest
in
the
related
Class evidenced
by
such
Certificate,
which percentage
ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial
Certificate
Principal Balance of
all of the
Certificates
of the same
Class.
The
Percentage
Interest
with
respect to a
Class SB Certificate or Class R Certificate shall be stated on the
face thereof.
Periodic Cap: With respect to each
adjustable-rate
Mortgage
Loan, the periodic rate
cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related Mortgage Note.
Permitted Investments:
One or more of the following:
(i) ..obligations
of or
guaranteed
as to principal and interest by the United
States or any agency or
instrumentality
thereof
when such
obligations
are backed by the
full faith and credit of the United States;
(ii) .repurchase
agreements on obligations specified in clause (i) maturing not
more
than one month
from the date of
acquisition
thereof,
provided
that the
unsecured
obligations of the party agreeing to repurchase
such
obligations
are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii)
federal
funds,
certificates
of
deposit,
demand
deposits,
time
deposits and bankers'
acceptances
(which shall each have an original
maturity of not more
than
90 days and, in the case of bankers'
acceptances,
shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30 days)
denominated in
United States
dollars of any U.S.
depository
institution
or trust
company
incorporated
under the laws of the
United
States or any state
thereof or of any
domestic
branch of a
foreign depository institution or trust company;
provided that the debt obligations of such
depository
institution or trust company at the date of acquisition
thereof have been rated
by each Rating Agency in its highest
short-term
rating
available;
and,
provided further
that, if the original
maturity of such
short-term
obligations
of a domestic
branch of a
foreign depository
institution or trust company shall exceed 30 days, the short-term
rating
of such
institution
shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is
a Rating Agency;
(iv) .commercial paper and demand notes (having original
maturities of not more
than 365 days) of any
corporation
incorporated
under the laws of the United States or any
state thereof which on the date of
acquisition
has been rated by each Rating Agency in its
highest short term rating
available;
provided that such commercial
paper and demand notes
shall have a remaining maturity of not more than 30 days;
(v) ..a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term
rating
available
(which may be managed by the Trustee or
one of its Affiliates); and
(vi) .other
obligations or securities that are acceptable to each Rating Agency
as a Permitted
Investment hereunder and will not reduce the rating assigned to any
Class of
Certificates
by
such
Rating
Agency
below
the
then-current
rating
assigned
to
such
Certificates by such Rating Agency, as evidenced in writing;
provided,
however,
that no instrument
shall be a Permitted
Investment if it
represents,
either (1) the right to receive only interest
payments with respect to the underlying
debt
instrument
or (2) the right to receive both
principal and interest
payments
derived from
obligations
underlying such instrument and the principal and interest payments
with respect
to such
instrument
provide a yield to maturity
greater than 120% of the yield to maturity
at par of such underlying obligations.
References herein to the highest rating available on
unsecured
long-term
debt
shall
mean AAA in the case of
Standard & Poor's and Aaa in the
case of Moody's,
and for purposes of this Agreement,
any references
herein to the highest
rating available on unsecured
commercial
paper and short-term debt obligations
shall mean
the
following:
A-1 in the
case of
Standard
&
Poor's
and P-1 in the
case of
Moody's;
provided,
however, that any Permitted Investment that is a short-term debt
obligation rated
A-1 by Standard & Poor's must satisfy the
following
additional
conditions:
(i) the total
amount of debt from A-1 issuers must be limited to the
investment of monthly
principal and
interest
payments
(assuming
fully
amortizing
collateral);
(ii) the total amount of A-1
investments
must not
represent
more
than 20% of the
aggregate
outstanding
Certificate
Principal
Balance of the
Certificates
and each investment must not mature beyond 30 days;
(iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal due
at maturity that cannot vary; and (iv) if the investments
may be liquidated
prior to their
maturity or are being relied on to meet a certain
yield,
interest must be tied to a single
interest rate index plus a single fixed spread (if any) and must
move
proportionately
with
that index.
Any
Permitted
Investment
may be
purchased
by or through the Trustee or its
Affiliates.
Permitted
Transferee:
Any
Transferee
of
a
Class R
Certificate,
other
than
a
Disqualified Organization or Non-United States Person.
Person: Any individual,
corporation,
limited liability company,
partnership,
joint
venture, association,
joint-stock company, trust, unincorporated organization or
government
or any agency or political subdivision thereof.
Prepayment
Assumption:
With
respect to the
Class A
Certificates
and the
Class M
Certificates,
the prepayment
assumption to be used for determining the accrual of original
issue discount and premium and market discount on such
Certificates
for federal income tax
purposes,
which (a) with
respect
to the
fixed-rate
Mortgage
Loans,
assumes a constant
prepayment
rate of
one-tenth
of 23% per annum of the then
outstanding
Stated
Principal
Balance of the
fixed-rate
Mortgage
Loans in the first month of the life of such
Mortgage
Loans and an additional
one-tenth of 23% per annum in each month thereafter until the tenth
month, and beginning in the tenth month and in each month
thereafter
during the life of the
fixed-rate
Mortgage
Loans,
a constant
prepayment
rate of 23% per annum each month ("23%
HEP") and (b) with
respect
to the
adjustable-rate
Mortgage
Loans
assumes a
prepayment
assumption of 2% of the constant
prepayment rate in month one,
increasing by approximately
2.545%
from
month 2 until
month 12,
a constant
prepayment
rate of 30% from month 12 to
month
22, a
constant
prepayment
rate of 50% from
month 23 to month 27,
and a
constant
prepayment
rate of 35%
thereafter,
used for
determining
the accrual of
original
issue
discount
and
premium
and
market
discount
on
the
Class A
Certificates
and
Class M
Certificates
for federal
income tax purposes.
The constant
prepayment
rate assumes that
the stated
percentage of the outstanding
Stated Principal
Balance of the
adjustable-rate
Mortgage Loans is prepaid over the course of a year.
Prepayment
Interest
Shortfall:
With
respect
to
any
Distribution
Date
and
any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property)
that was the subject
of (a) a Principal
Prepayment in Full during the related Prepayment Period, an amount
equal
to the excess of one month's
interest at the related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage Loan) on the Stated
Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted to the related Net Mortgage Rate
(or
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan))
paid by the
Mortgagor for such
Prepayment
Period to the date of such
Principal
Prepayment in Full or
(b) a Curtailment
during the prior calendar month, an amount equal to one month's
interest
at the related Net Mortgage
Rate (or
Modified Net Mortgage
Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With
respect
to
any
Distribution
Date,
the
calendar
month
preceding the month of distribution.
Primary
Insurance
Policy:
Each
primary
policy of mortgage
guaranty
insurance as
indicated by a numeric code on the Mortgage
Loan Schedule with the exception of code "A23,"
"A34" or "A96" under the column "MI CO CODE."
Principal
Allocation
Amount:
With respect to any Distribution
Date, the sum of (a)
the Principal
Remittance Amount for that Distribution
Date, as adjusted to reflect any net
swap payments or Swap
Termination
Payments not due to a Swap
Counterparty
Trigger Event,
(b) any Realized
Losses
covered by amounts
included in clause (iv) of the
definition
of
Principal
Distribution
Amount and (c) the
aggregate
amount of the
principal
portion of
Realized
Losses on the Mortgage
Loans in the calendar month
preceding
that
Distribution
Date, to the extent
covered by Excess Cash Flow included in clause (v) of the
definition of
Principal
Distribution Amount;
provided,
however,
that on any Distribution Date on which
there is (i) insufficient
Subsequent
Recoveries to cover all unpaid Realized Losses on the
Mortgage
Loans
described
in clause
(b)
above,
in
determining
the
Group I
Principal
Distribution Amount and the Group II Principal
Distribution Amount,
Subsequent
Recoveries
will be
allocated
to the Class A-I
Certificates
and Class A-II
Certificates,
pro rata,
based on the principal
portion of unpaid Realized Losses from prior
Distribution
Dates on
the Group I Loans and Group II Loans,
respectively,
and (ii) insufficient Excess Cash Flow
to cover all
Realized
Losses on the
Mortgage
Loans
described
in clause (c)
above,
in
determining
the
Group
I
Principal
Distribution
Amount
and
the
Group
II
Principal
Distribution
Amount,
the Excess Cash Flow
remaining
after the
allocation
described
in
clause (b) above or (i) of this proviso,
as applicable,
will be allocated to the Class A-I
Certificates
and Class
A-II
Certificates,
pro rata,
based on the
principal
portion of
Realized Losses incurred during the calendar month preceding that
Distribution
Date on the
Group I Loans and Group II Loans, respectively.
Principal
Distribution
Amount:
With respect to any Distribution Date, the lesser of
(a) the excess of (x) the sum of (A) the Available
Distribution Amount and (B) with respect
to clauses (b)(v) and (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
related Prepayment Period;
(iii).the principal
portion of all other
unscheduled
collections,
other than
Subsequent
Recoveries,
on the Mortgage Loans
(including,
without
limitation,
Principal
Prepayments
in
Full,
Curtailments,
Insurance
Proceeds,
Liquidation
Proceeds
and
REO
Proceeds)
received
during
the
related
Prepayment
Period
(or
deemed
to have
been so
received) to the extent
applied by the Master
Servicer as
recoveries
of principal of the
Mortgage Loans 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 any Class of 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; and
(vi)..the lesser of (1) the Excess Cash Flow for that
Distribution Date (to the
extent not used
pursuant to clauses (iv) and (v) of this
definition
on such
Distribution
Date) and (2) the 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
Prepayment:
Any payment of principal or other recovery on a Mortgage Loan,
including a recovery
that takes the form of
Liquidation
Proceeds or
Insurance
Proceeds,
which is received in advance of its scheduled Due Date and is not
accompanied
by an amount
as to interest
representing
scheduled interest on such payment due on any date or dates in
any month or months subsequent to the month of prepayment.
Principal
Prepayment
in Full:
Any Principal
Prepayment
made by a Mortgagor of the
entire principal balance of a Mortgage Loan.
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.
Program
Guide:
The
AlterNet
Seller
Guide as
incorporated
into
the
Residential
Funding
Seller
Guide for
mortgage
collateral
sellers that
participate
in
Residential
Funding's
AlterNet
Mortgage
Program,
and Residential
Funding's
Servicing Guide and any
other subservicing
arrangements
which Residential
Funding has arranged to accommodate the
servicing of the Mortgage
Loans and in each case all
supplements
and
amendments
thereto
published by Residential Funding.
Purchase
Price:
With respect to any Mortgage Loan (or REO
Property)
required to be
or otherwise
purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount
equal to the sum of (i) 100% of the Stated
Principal
Balance
thereof
plus the
principal
portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at either (a)
the
Adjusted
Mortgage
Rate (or
Modified
Net
Mortgage
Rate in the
case of a
Modified
Mortgage Loan) plus the rate per annum at which the Servicing Fee
is
calculated,
or (b) in
the case of a purchase
made by the Master
Servicer,
at the Net Mortgage Rate (or Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan),
in each case on the Stated
Principal
Balance
thereof to the first day of the month
following
the month of
purchase
from the Due Date to which
interest
was last paid by the
Mortgagor.
With
respect to any
Mortgage Loan (or REO Property)
required to be or otherwise
purchased on any date pursuant
to
Section 4.08,
an amount
equal to the
greater of (i) the sum of (a) 100% of the Stated
Principal
Balance thereof plus the principal portion of any related
unreimbursed
Advances
of such Mortgage Loan (or REO
Property) and (b) unpaid
accrued
interest at either (1) the
Adjusted
Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan) plus the rate per annum at which the Servicing Fee is
calculated,
or (2) in the case
of a
purchase
made by the Master
Servicer,
at the Net
Mortgage
Rate (or
Modified
Net
Mortgage
Rate
in the
case of a
Modified
Mortgage
Loan),
in
each
case on the
Stated
Principal
Balance
thereof to the first day of the month
following
the month of
purchase
from the Due Date to
which
interest
was
last
paid by the
Mortgagor,
and (ii) the fair
market value of such Mortgage Loan (or REO Property).
Qualified
Institutional
Buyer:
The
meaning
specified
in
Rule
144A
under
the
Securities Act.
Qualified
Substitute
Mortgage
Loan:
A Mortgage
Loan
substituted
by
Residential
Funding
or the
Depositor
for a Deleted
Mortgage
Loan
which
must,
on the date of such
substitution,
as confirmed in an Officers'
Certificate
delivered to the Trustee, (i) have
an outstanding
principal
balance,
after deduction of the principal portion of the monthly
payment due in the month of substitution
(or in the case of a substitution of more than one
Mortgage Loan for a Deleted
Mortgage
Loan,
an aggregate
outstanding
principal
balance,
after
such
deduction),
not in excess
of the
Stated
Principal
Balance
of the
Deleted
Mortgage Loan (the amount of any shortfall to be deposited by
Residential
Funding,
in the
Custodial
Account
in the
month of
substitution);
(ii)
have a
Mortgage
Rate and a Net
Mortgage
Rate no lower than and not more than 1% per annum
higher than the
Mortgage
Rate
and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan
as of the
date of
substitution;
(iii) have a
Loan-to-Value
Ratio at the time of substitution no higher than
that of the Deleted
Mortgage Loan at the time of
substitution;
(iv) have a remaining term
to stated
maturity
not
greater
than (and not more than one year less
than)
that of the
Deleted
Mortgage
Loan;
(v) comply
with each
representation
and
warranty
set forth in
Sections
2.03 and 2.04 hereof and
Section 4 of the
Assignment
Agreement
(other than the
representations
and
warranties
set forth
therein
with
respect
to the
number of loans
(including
the related
percentage) in excess of zero which meet or do not meet a specified
criteria); (vi) not be 30 days or more Delinquent;
(vii) not be subject to the requirements
of HOEPA (as defined in the Assignment Agreement);
(viii) have a policy of title insurance,
in the form and amount
that is in material
compliance
with the
Program
Guide,
that was
effective as of the closing of such
Mortgage
Loan,
is valid and
binding,
and remains in
full force and effect,
unless the
Mortgage
Property is located in the State of Iowa where
an attorney's
certificate has been provided as described in the Program Guide;
(ix) if the
Deleted Loan is not a Balloon Loan,
not be a Balloon
Loan;
(x) with respect to adjustable
rate Mortgage
Loans,
have a Mortgage
Rate that adjusts with the same
frequency and based
upon the same Index as that of the Deleted
Mortgage
Loan;
(xi) with respect to adjustable
rate Mortgage
Loans,
have a Note Margin not less than that of the Deleted
Mortgage
Loan;
(xii) with respect to
adjustable
rate
Mortgage
Loans,
have a Periodic
Rate Cap that is
equal to that of the Deleted Mortgage Loan;
(xiii) with respect to adjustable rate Mortgage
Loans,
have a next
Adjustment
Date no later than that of the Deleted
Mortgage
Loan; and
(xiv) be secured by a lien with the same lien priority as the
Deleted Mortgage Loan.
Rating
Agency:
Each of
Standard & Poor's,
Moody's
and
Fitch.
If any agency or a
successor
is no longer in
existence,
"Rating
Agency"
shall be such
statistical
credit
rating agency,
or other
comparable
Person,
designated by the Depositor,
notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized
Loss:
With respect to each
Mortgage
Loan (or REO
Property) as to which a
Cash
Liquidation or REO Disposition
has occurred,
an amount (not less than zero) equal to
(i) the Stated
Principal
Balance of the Mortgage
Loan (or REO Property) as of the date of
Cash Liquidation or REO Disposition,
plus (ii) interest (and REO Imputed Interest,
if any)
at the Net
Mortgage
Rate from the Due Date as to which
interest was last paid or advanced
to
Certificateholders up to the last day of the month in which the
Cash Liquidation (or REO
Disposition)
occurred
on the
Stated
Principal
Balance
of such
Mortgage
Loan
(or REO
Property)
outstanding
during each Due Period that such
interest was not paid or advanced,
minus (iii) the proceeds,
if any,
received during the month in which such Cash Liquidation
(or REO
Disposition)
occurred,
to the extent applied as recoveries of interest at the Net
Mortgage
Rate
and
to
principal
of
the
Mortgage
Loan,
net
of
the
portion
thereof
reimbursable
to the Master Servicer or any
Subservicer
with respect to related
Advances,
Servicing
Advances or other
expenses as to which the Master
Servicer
or
Subservicer
is
entitled to
reimbursement
thereunder but which have not been previously
reimbursed.
With
respect to each Mortgage Loan which is the subject of a Servicing
Modification,
(a) (1) the
amount by which the interest
portion of a Monthly Payment or the principal
balance of such
Mortgage
Loan was reduced or (2) the sum of any other amounts owing under
the Mortgage Loan
that were
forgiven and that
