EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-KS8
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS............................................................................................6
Section 1.01.
Definitions.......................................................................6
Section 1.02.
Determination of
LIBOR...........................................................54
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES......................................55
Section 2.01.
Conveyance of Mortgage
Loans.....................................................55
Section 2.02.
Acceptance by
Trustee............................................................58
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Depositor. 59
Section 2.04.
Representations and Warranties of
Sellers........................................62
Section 2.05.
Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests........................................................................63
Section 2.06.
Purposes and Powers of the
Trust.................................................64
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................64
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................................64
Section 3.01.
Master Servicer to Act as
Servicer...............................................64
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
Obligations......................................................................67
Section 3.03.
Successor
Subservicers...........................................................68
Section 3.04.
Liability of the Master
Servicer.................................................68
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.68
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................69
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......69
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................71
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.....72
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................73
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................74
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................75
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments......................................................................76
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................78
Section 3.15.
Trustee to Cooperate; Release of Custodial
Files.................................80
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................81
Section 3.17.
Reports to the Trustee and the
Depositor.........................................82
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................82
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................82
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................83
Section 3.21.
[Reserved].......................................................................83
Section 3.22.
Advance
Facility.................................................................83
Section 3.23.
Special
Servicing................................................................86
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS.......................................................................88
Section 4.01.
Certificate
Account..............................................................88
Section 4.02.
Distributions....................................................................88
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.
92
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the Master Servicer.
95
Section 4.05.
Allocation of Realized
Losses....................................................97
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................98
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................98
Section 4.08.
[Reserved].......................................................................99
Section 4.09.
[Reserved].......................................................................99
Section 4.10.
Swap
Agreement...................................................................99
ARTICLE V THE
CERTIFICATES.....................................................................................101
Section 5.01.
The
Certificates................................................................101
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................103
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................107
Section 5.04.
Persons Deemed
Owners...........................................................108
Section 5.05.
Appointment of Paying
Agent.....................................................108
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...............................................................108
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................108
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and
Delegation of Duties by Master
Servicer.........................................108
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........109
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................110
ARTICLE VII
DEFAULT............................................................................................110
Section 7.01.
Events of
Default...............................................................110
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................112
Section 7.03.
Notification to
Certificateholders..............................................113
Section 7.04.
Waiver of Events of
Default.....................................................113
ARTICLE VIII CONCERNING THE
TRUSTEE............................................................................114
Section 8.01.
Duties of
Trustee...............................................................114
Section 8.02.
Certain Matters Affecting the
Trustee...........................................115
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................116
Section 8.04.
Trustee May Own
Certificates....................................................117
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............117
Section 8.06.
Eligibility Requirements for
Trustee............................................117
Section 8.07.
Resignation and Removal of the
Trustee..........................................118
Section 8.08.
Successor
Trustee...............................................................119
Section 8.09.
Merger or Consolidation of
Trustee..............................................119
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................119
Section 8.11.
Appointment of the
Custodian....................................................120
Section 8.12.
Appointment of Office or
Agency.................................................120
Section 8.13.
DTC Letter of
Representations...................................................121
Section 8.14.
Swap
Agreements.................................................................121
ARTICLE IX
TERMINATION.........................................................................................121
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans..................121
Section 9.02.
Additional Termination
Requirements.............................................125
ARTICLE X REMIC
PROVISIONS.....................................................................................126
Section 10.01.
REMIC
Administration............................................................126
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................129
ARTICLE XI MISCELLANEOUS
PROVISIONS............................................................................129
Section 11.01.
Amendment.......................................................................129
Section 11.02.
Recordation of Agreement;
Counterparts..........................................132
Section 11.03.
Limitation on Rights of
Certificateholders......................................132
Section 11.04.
Governing
Law...................................................................132
Section 11.05.
Notices.........................................................................133
Section 11.06.
Notices to Rating
Agencies......................................................133
Section 11.07.
Severability of
Provisions......................................................134
Section 11.08.
Supplemental Provisions for
Resecuritization....................................134
Section 11.09.
Third-Party
Beneficiary.........................................................134
Section 11.10.
Tax
Treatment...................................................................135
ARTICLE XII COMPLIANCE WITH REGULATION
AB......................................................................135
Section 12.01.
Intent of Parties;
Reasonableness...............................................135
Section 12.02.
Additional Representations and Warranties of the
Trustee........................135
Section 12.03.
Information to be Provided by the
Trustee.......................................136
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................136
Section 12.05.
Indemnification;
Remedies.......................................................136
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
Mortgage Loan
Schedule......................................................................F-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 September 1, 2006, among RESIDENTIAL ASSET
SECURITIES
CORPORATION,
as
the depositor
(together with its permitted
successors and assigns,
the
"Depositor"),
RESIDENTIAL
FUNDING
CORPORATION,
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 fifteen 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
INITIAL UNCERTIFICATED REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
I-1-A
Variable(1)
$
1,741,782.210
October
2036
I-2-A
Variable(1)
$
2,490,950.815
October
2036
I-3-A
Variable(1)
$
3,243,516.235
October
2036
I-4-A
Variable(1)
$
3,989,312.935
October
2036
I-5-A
Variable(1)
$
4,737,309.250
October
2036
I-6-A
Variable(1)
$
5,472,590.435
October
2036
I-7-A
Variable(1)
$
6,186,565.375
October
2036
I-8-A
Variable(1)
$
6,881,872.425
October
2036
I-9-A
Variable(1)
$
7,503,654.285
October
2036
I-10-A
Variable(1)
$
7,910,094.955
October
2036
I-11-A
Variable(1)
$
8,062,314.885
October
2036
I-12-A
Variable(1)
$
7,768,390.740
October
2036
I-13-A
Variable(1)
$
7,482,415.635
October
2036
I-14-A
Variable(1)
$
7,210,199.990
October
2036
I-15-A
Variable(1)
$
6,948,961.780
October
2036
I-16-A
Variable(1)
$
6,696,314.695
October
2036
I-17-A
Variable(1)
$
6,454,618.365
October
2036
I-18-A
Variable(1)
$
6,220,047.620
October
2036
I-19-A
Variable(1)
$
5,998,936.755
October
2036
I-20-A
Variable(1)
$
5,790,160.785
October
2036
I-21-A
Variable(1)
$
7,019,874.820
October
2036
I-22-A
Variable(1)
$
9,398,920.050
October
2036
I-23-A
Variable(1)
$
8,722,804.795
October
2036
I-24-A
Variable(1)
$
8,085,325.590
October
2036
I-25-A
Variable(1)
$
7,506,787.750
October
2036
I-26-A
Variable(1)
$
6,221,275.930
October
2036
I-27-A
Variable(1)
$
4,384,921.475
October
2036
I-28-A
Variable(1)
$
4,199,963.305
October
2036
I-29-A
Variable(1)
$
4,022,937.135
October
2036
I-30-A
Variable(1)
$
3,853,803.085
October
2036
I-31-A
Variable(1)
$
3,692,046.030
October
2036
I-32-A
Variable(1)
$
3,537,335.665
October
2036
I-33-A
Variable(1)
$
3,389,356.735
October
2036
I-34-A
Variable(1)
$
3,247,803.720
October
2036
I-35-A
Variable(1)
$
3,111,757.685
October
2036
I-36-A
Variable(1)
$
2,981,413.045
October
2036
I-37-A
Variable(1)
$
946,706.550
October
2036
I-38-A
Variable(1)
$
2,452,526.990
October
2036
I-39-A
Variable(1)
$
2,351,232.000
October
2036
I-40-A
Variable(1)
$
2,254,211.660
October
2036
I-41-A
Variable(1)
$
2,161,445.415
October
2036
I-42-A
Variable(1)
$
2,072,663.435
October
2036
I-43-A
Variable(1)
$
1,987,685.850
October
2036
I-44-A
Variable(1)
$
1,906,344.430
October
2036
I-45-A
Variable(1)
$
1,828,478.565
October
2036
I-46-A
Variable(1)
$
1,753,917.455
October
2036
I-47-A
Variable(1)
$
1,682,550.950
October
2036
I-48-A
Variable(1)
$
1,614,233.565
October
2036
I-49-A
Variable(1)
$
1,548,804.360
October
2036
I-50-A
Variable(1)
$
1,486,149.855
October
2036
I-51-A
Variable(1)
$
1,426,148.255
October
2036
I-52-A
Variable(1)
$
1,368,683.250
October
2036
I-53-A
Variable(1)
$
1,313,643.735
October
2036
I-54-A
Variable(1)
$
1,260,923.625
October
2036
I-55-A
Variable(1)
$
1,210,421.570
October
2036
I-56-A
Variable(1)
$
1,162,043.600
October
2036
I-57-A
Variable(1)
$
1,115,690.940
October
2036
I-58-A
Variable(1)
$
1,072,197.925
October
2036
I-59-A
Variable(1)
$
1,029,754.675
October
2036
I-60-A
Variable(1)
$
26,382,010.295
October
2036
I-1-B
Variable(1)
$
1,741,782.210
October
2036
I-2-B
Variable(1)
$
2,490,950.815
October
2036
I-3-B
Variable(1)
$
3,243,516.235
October
2036
I-4-B
Variable(1)
$
3,989,312.935
October
2036
I-5-B
Variable(1)
$
4,737,309.250
October
2036
I-6-B
Variable(1)
$
5,472,590.435
October
2036
I-7-B
Variable(1)
$
6,186,565.375
October
2036
I-8-B
Variable(1)
$
6,881,872.425
October
2036
I-9-B
Variable(1)
$
7,503,654.285
October
2036
I-10-B
Variable(1)
$
7,910,094.955
October
2036
I-11-B
Variable(1)
$
8,062,314.855
October
2036
I-12-B
Variable(1)
$
7,768,390.740
October
2036
I-13-B
Variable(1)
$
7,482,415.635
October
2036
I-14-B
Variable(1)
$
7,210,199.990
October
2036
I-15-B
Variable(1)
$
6,948,961.780
October
2036
I-16-B
Variable(1)
$
6,696,314.695
October
2036
I-17-B
Variable(1)
$
6,454,618.365
October
2036
I-18-B
Variable(1)
$
6,220,047.620
October
2036
I-19-B
Variable(1)
$
5,998,936.755
October
2036
I-20-B
Variable(1)
$
5,790,160.785
October
2036
I-21-B
Variable(1)
$
7,019,874.820
October
2036
I-22-B
Variable(1)
$
9,398,920.050
October
2036
I-23-B
Variable(1)
$
8,722,804.795
October
2036
I-24-B
Variable(1)
$
8,085,325.590
October
2036
I-25-B
Variable(1)
$
7,506,787.750
October
2036
I-26-B
Variable(1)
$
6,221,275.930
October
2036
I-27-B
Variable(1)
$
4,384,921.475
October
2036
I-28-B
Variable(1)
$
4,199,963.305
October
2036
I-29-B
Variable(1)
$
4,022,937.135
October
2036
I-30-B
Variable(1)
$
3,853,803.085
October
2036
I-31-B
Variable(1)
$
3,692,046.030
October
2036
I-32-B
Variable(1)
$
3,537,335.665
October
2036
I-33-B
Variable(1)
$
3,389,356.735
October
2036
I-34-B
Variable(1)
$
3,247,803.720
October
2036
I-35-B
Variable(1)
$
3,111,757.685
October
2036
I-36-B
Variable(1)
$
2,981,413.045
October
2036
I-37-B
Variable(1)
$
946,706.550
October
2036
I-38-B
Variable(1)
$
2,452,526.990
October
2036
I-39-B
Variable(1)
$
2,351,232.000
October
2036
I-40-B
Variable(1)
$
2,254,211.660
October
2036
I-41-B
Variable(1)
$
2,161,445.415
October
2036
I-42-B
Variable(1)
$
2,072,663.435
October
2036
I-43-B
Variable(1)
$
1,987,685.850
October
2036
I-44-B
Variable(1)
$
1,906,344.430
October
2036
I-45-B
Variable(1)
$
1,828,478.565
October
2036
I-46-B
Variable(1)
$
1,753,917.455
October
2036
I-47-B
Variable(1)
$
1,682,550.950
October
2036
I-48-B
Variable(1)
$
1,614,233.565
October
2036
I-49-B
Variable(1)
$
1,548,804.360
October
2036
I-50-B
Variable(1)
$
1,486,149.855
October
2036
I-51-B
Variable(1)
$
1,426,148.255
October
2036
I-52-B
Variable(1)
$
1,368,683.250
October
2036
I-53-B
Variable(1)
$
1,313,643.735
October
2036
I-54-B
Variable(1)
$
1,260,923.625
October
2036
I-55-B
Variable(1)
$
1,210,421.570
October
2036
I-56-B
Variable(1)
$
1,162,043.600
October
2036
I-57-B
Variable(1)
$
1,115,690.940
October
2036
I-58-B
Variable(1)
$
1,072,197.925
October
2036
I-59-B
Variable(1)
$
1,029,754.675
October
2036
I-60-B
Variable(1)
$
26,382,010.295
October
2036
A-I
Variable(1)
$
19,890,963.490
October
2036
_______________
(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 REMIC II
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
LT1
Variable(1)
$
550,906,503.31
October
2036
LT2
Variable(1)
$
16,128.06
October
2036
LT3
Variable(1)
$
38,971.99
October
2036
LT4
Variable(1)
$
38,971.99
October
2036
LT-IO
Variable(1)
[(2)]
October
2036
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II Regular Interest LT-IO will not have an Uncertificated
Principal Balance but will accrue interest on its
uncertificated
notional amount calculated in accordance with the definition of
"Uncertificated Notional Amount" herein.
REMIC III
As provided
herein,
the REMIC
Administrator
will elect to treat the segregated
pool of assets
consisting of the REMIC II
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III.
Component
III of the Class R
Certificates
will
represent
the sole Class of "residual
interests"
in REMIC III 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 III. The "latest
possible
maturity
date" (determined
solely for purposes of satisfying
Treasury
Regulation
Section 1.860G
1(a)(4)(iii)) for each of REMIC III 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
Class A-1
Regular(1)
Adjustable(2)(3)
$202,593,000.00
Senior/Adjustable
September 2028
AAA
Aaa
AAA
Rate
Class A-2
Regular(1)
Adjustable(2)(3)
$84,202,000.00
Senior/Adjustable
March 2032
AAA
Aaa
AAA
Rate
Class A-3
Regular(1)
Adjustable(2)(3)
$83,565,000.00
Senior/Adjustable
October 2035
AAA
Aaa
AAA
Rate
Class A-4
Regular(1)
Adjustable(2)(3)
$69,063,000.00
Senior/Adjustable
October 2036
AAA
Aaa
AAA
Rate
Class M-1
Regular(1)
Adjustable(2)(3)
$20,112,000.00
Mezzanine/Adjustable
October 2036
AA+
Aa1
AA+
Rate
Class M-2
Regular(1)
Adjustable(2)(3)
$18,183,000.00
Mezzanine/Adjustable
October 2036
AA
Aa2
AA
Rate
Class M-3
Regular(1)
Adjustable(2)(3)
$11,020,000.00
Mezzanine/Adjustable
October 2036
AA-
Aa3
AA-
Rate
Class M-4
Regular(1)
Adjustable(2)(3)
$ 9,918,000.00
Mezzanine/Adjustable
October 2036
A+
A1
A+
Rate
Class M-5
Regular(1)
Adjustable(2)(3)
$ 9,643,000.00
Mezzanine/Adjustable
October 2036
A
A2
A
Rate
Class M-6
Regular(1)
Adjustable(2)(3)
$ 9,092,000.00
Mezzanine/Adjustable
October 2036
A-
A3
A-
Rate
Class M-7
Regular(1)
Adjustable(2)(3)
$ 6,888,000.00
Mezzanine/Adjustable
October 2036
BBB+
Baa1
BBB+
Rate
Class M-8
Regular(1)
Adjustable(2)(3)
$
4,133,000.00
Mezzanine/Adjustable
October 2036
BBB
Baa2
BBB
Rate
Class M-9
Regular(1)
Adjustable(2)(3)
$ 7,439,000.00
Mezzanine/Adjustable
October 2036
BBB-
Baa3
BBB-
Rate
Class SB
Regular
N/A
$15,149,575.36
Subordinate
N/R
N/R
N/R
(4)
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
N/R
(5)
___________________
(1)
This Class of Certificates
represents
ownership of a REMIC III
Regular Interest together with (i) certain rights to payments to
be made from amounts
received
under the Swap
Agreement
which will be deemed made for federal
income tax
purposes
outside of
REMIC III by the 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 III
Regular
Interest
on such
Distribution
Date shall be treated
for federal
income tax
purposes as having been paid from the Supplemental
Interest Trust Account and any amount
distributable on such REMIC III Regular
Interest on such Distribution
Date in excess of the amount
distributable on such Class of Certificates on such Distribution
Date
shall be treated as having been paid to the
Supplemental
Interest
Trust
Account,
all
pursuant to and as further
provided in
Section 4.10 hereof.
(2)
The REMIC III 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 III 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 III
Regular Interest is entitled and from amounts received under
the Swap Agreement, which will not be a part of their ownership of
the REMIC III Regular Interests.
(4)
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 III 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 III Regular Interests SB-IO and SB-PO.
(5)
REMIC III 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 Certificate.
(6)
For federal income tax purposes,
REMIC III Regular Interest IO will not have a Pass-Through Rate,
but will be entitled to 100% of
the amounts distributed on REMIC II Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not have an Uncertificated
Principal Balance, but will have a
notional amount equal to the Uncertificated Notional Amount of
REMIC II Regular Interest LT-IO.
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.
Accredited Investor:
The meaning specified in Rule 501(a) of the Securities Act.
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 Relief Act Shortfalls on the related
Mortgage Loans during the related Due Period.
All such reductions
with
respect to the
Mortgage
Loans will be allocated
among the
Certificates
on a pro-rata
basis in
proportion
to the amount of
Accrued Certificate Interest payable on such Certificates 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
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 the REMIC III 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.
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.
Applicable
Procedures:
The applicable rules,
regulations and procedures
utilized or imposed by any Clearance System or the
Depository.
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:
With
respect
to
each
Class of
the
Class A
Certificates
and
Class M
Certificates,
and
any
Distribution
Date,
the sum of
(a) with
respect
to any
Distribution
Date on which the Net WAC Cap Rate is used to
determine
the
Pass-Through Rate of such Class, an amount equal to the excess of
(x) Accrued
Certificate
Interest for such Class calculated at a per
annum rate equal to LIBOR plus the
related
Margin for such
Distribution
Date
(which
shall not exceed
14.000%
per
annum),
over
(y) Accrued
Certificate
Interest
for such
Class calculated
using the Net WAC Cap Rate,
(b) any
Basis
Risk
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 the
Pass-Through Rate for such period.
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-KS8"
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.
Unless
otherwise
indicated in this Agreement,
the Custodial
Agreement or
the Assignment Agreement, whenever reference is made to the actions
taken by the Trustee on behalf of the Certificateholders.
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 Balance of any outstanding Class of Class A
Certificates or Class M
Certificates (with
respect to the
Class A
Certificates,
on a pro rata basis
based on the amount of
Realized
Loss
previously
allocated
thereto and
remaining
unreimbursed) to which a Realized Loss was previously
allocated and remains
unreimbursed will be increased,
to the extent
of Realized Losses previously allocated thereto and remaining
unreimbursed,
but only to the extent of Subsequent
Recoveries received
during the preceding
calendar month. 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 the REMIC II Regular
Interest
SB-PO,
as reduced by Realized
Losses
allocated
thereto and payments
deemed made
thereon,
and
(ii) accrued
and unpaid
interest on the REMIC II 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
Certificates:
Collectively,
the
Class A-1
Certificates,
Class A-2
Certificates,
Class A-3
Certificates
and
Class A-4 Certificates.
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-1
Certificate:
Any one of the Class A-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 as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class A-1 Margin:
Initially,
0.060% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.120% per annum.
Class A-2
Certificate:
Any one of the Class A-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 as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class A-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-3
Certificate:
Any one of the Class A-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 as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class A-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-4
Certificate:
Any one of the Class A-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 as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments under the Swap Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class A-4 Margin:
Initially,
0.240% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.480% per annum.
Class M Certificates:
Collectively,
the Class M-1 Certificates,
Class M-2 Certificates,
Class M-3 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
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date,
the
sum of the
Class
M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class
M-3
Principal
Distribution
Amount,
Class
M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class
M-6
Principal
Distribution
Amount,
Class
M-7
Principal
Distribution Amount, Class M-8 Principal Distribution Amount and
Class M-9 Principal Distribution Amount for that distribution date.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B,
senior to the
Class M-2
Certificates,
Class M-3
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 III 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-1 Margin:
Initially,
0.290% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.435% per annum.
Class M-1
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 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
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount for that Distribution Date) and (2)
the Certificate
Principal
Balance of the Class M-1
Certificates
immediately
prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date,
over the
Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B,
senior to the
Class M-3
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 III 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-2 Margin:
Initially,
0.310% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.465% per annum.
Class M-2
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 the Class M-1
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 the Class M-1 Principal
Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates and Class M-1
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the
Class M-2
Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B,
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 III
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-3 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-3
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 Class M-1
Principal
Distribution Amount
and the
Class M-2
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 Class M-1 Principal Distribution
Amount and the Class M-2 Principal Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates,
Class M-1
Certificates
and
Class M-2
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2
Principal
Distribution
Amount
for
that
Distribution
Date) and (2) the Certificate
Principal
Balance of the Class M-3
Certificates
immediately
prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any,
of the aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
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 III 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,
0.380% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.570% 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, the Class M-1 Principal
Distribution Amount,
the Class M-2 Principal
Distribution Amount and the Class M-3 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 Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount and the
Class M-3 Principal Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates,
Class M-1 Certificates,
Class M-2 Certificates and Class M-3 Certificates (after taking
into account the payment of the
Class A Principal
Distribution Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount and
the Class M-3
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-4
Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on
that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
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 III 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,
0.400% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.600% 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 Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution
Amount and the Class M-4 Principal
Distribution
Amount 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3 Certificates and Class M-4 Certificates (after taking
into
account the
payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4 Principal
Distribution Amount for that
Distribution
Date) and (2) the Certificate
Principal
Balance of the Class M-5
Certificates
immediately
prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any,
of the aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
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 III 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,
0.520% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 0.780% 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 Class M-1 Principal
Distribution Amount,
the Class M-2 Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount
and the
Class M-5
Principal
Distribution
Amount 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution
Amount;
and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates
and
Class M-5
Certificates
(after
taking
into
account
the
payment
of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the Class M-5
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-6
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of
(1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class 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 III 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,
0.850% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 1.275% 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 Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount, 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount, 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-1 Certificates,
Class M-2 Certificates,
Class M-3 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
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount,
the
Class M-4 Principal
Distribution Amount, 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 III
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,
1.000% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 1.500% 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 Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount, 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, 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-1 Certificates,
Class M-2 Certificates, Class M-3 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
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount, the Class M-4 Principal
Distribution Amount, 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 III 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,
2.100% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible Optional Termination Date, 3.150% 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 Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount, 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, 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-1 Certificates,
Class M-2 Certificates, Class M-3 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 Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the
Class M-3 Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, 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 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 and
Component III of the Class R Certificates is designated as the sole
class of "residual interest" in REMIC III .
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 III
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:
September 28, 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-KS8.
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 the
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:
September 1, 2006.
Cut-off Date Balance:
$551,000,575.36.
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 Compliance Period.
The period ending on the 40th day after the Closing Date.
Distribution
Date:
The 25th day of any month
beginning
in
October
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 September 27, 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, 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;
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 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 (i)
applicable
Servicing Fee Rate and (ii) 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-1
Certificates,
the
Distribution
Date
occurring
in
September
2028;
with
respect
to the
Class A-2
Certificates
the
Distribution
Date
occurring
in
March 2032;
with
respect
to
the
Class A-3
Certificates
the
Distribution
Date
occurring
in
October 2035;
and with respect to the Class A-4
Certificates and Class M
Certificates,
the
Distribution
Date occurring in October
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 5.227% per annum,
(y) the
Swap
Agreement
Notional
Balance for that
Distribution
Date and (z) a fraction,
the numerator of which is (a) 27 for the
distribution
date in October 2006 and (b) 30 for any
distribution
date occurring after the distribution date in October 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.
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 October 2006, the period
commencing the Closing Date and
ending on the day preceding the
Distribution
Date in October 2006, and with respect to any
Distribution
Date after the Distribution
Date in October
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 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-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-1 Margin,
Class A-2
Margin,
Class A-3 Margin,
Class A-4 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 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 III
Regular
Interest SB-IO and any
Distribution
Date, in
relation to the REMIC II
Regular
Interests
LT1, LT2,
LT3, and LT4, a per annum rate equal to two (2) times the weighted
average of
the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest LT2 and REMIC II Regular Interest LT3.
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
and
REMIC III
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,
October 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
(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:
With
respect to any
Distribution
Date,
a per annum
rate
(which
will not be less than zero)
equal to
(i) the
product of (a) the
weighted
average of the Net Mortgage
Rates (or, if applicable,
the Modified Net Mortgage
Rates) on the
Mortgage
Loans using the Net
Mortgage
Rates in effect for the Monthly
Payments
due on such
Mortgage
Loans during the related Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances
thereof for such
Distribution
Date, and (b) a fraction
expressed
as
percentage,
the
numerator
of which is 30 and the
denominator
of which is the actual
number
of days in the related
Interest
Accrual Period minus (ii) the
product of (a) a fraction
expressed as a percentage,
the numerator of which is the amount of
any Net Swap Payments or Swap
Termination
Payment not due to a Swap
Counterparty
Trigger Event owed to the Swap
Counterparty as of
such
Distribution
Date and the
denominator
of which is the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans for such
Distribution
Date,
and (b) a
fraction
expressed as
percentage,
the numerator of which is 360 and the
denominator of which is the
actual number of days in the related Interest Accrual Period.
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.
Non-United States Person:
A Person who is not a United States Person.
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,
who 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 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 Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB
Certificates
or the REMIC III
Regular
Interest SB-IO and any
Distribution
Date, a per annum
rate equal to the
percentage
equivalent
of a
fraction,
the
numerator
of which is the sum of the amounts
calculated
pursuant to
clauses (i) through (iii) below, and the denominator of which is
the aggregate
principal
balance of the REMIC II
Regular
Interests.
For purposes of
calculating
the
Pass-Through
Rate for the Class SB
Certificates
or the
REMIC III
Regular
Interest
SB-IO,
the
numerator is equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest
LT1 minus the related
Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest
LT2 minus the related
Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT2; and
(iii)
the Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the
related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT4.
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 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
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; and (xiii) with respect to adjustable
rate Mortgage
Loans,
have a next Adjustment Date no later than that of
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
constitute
Servicing
Advances that are
reimbursable
to the Master
Servicer or a
Subservicer,
and (b) any such amount with respect to a Monthly
Payment
that was or would have been due in the month immediately
following the month in which a Principal
Prepayment or the Purchase Price of
such
Mortgage
Loan is received or is deemed to have been
received.
With respect to each
Mortgage Loan which has become the subject
of a Deficient
Valuation,
the difference
between the principal
balance of the Mortgage Loan outstanding
immediately
prior to such
Deficient
Valuation
and the
principal
balance of the
Mortgage
Loan as reduced by the
Deficient
Valuation.
With respect to each
Mortgage
Loan which has become the object of a Debt
Service
Reduction,
the amount of such Debt Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Realized
Loss hereunder so long as the Master
Servicer
has
notified
the
Trustee in writing
that the Master
Servicer
is
diligently
pursuing
any
remedies
that may exist in
connection with the
representations
and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan
is not in default
with regard to payments due
thereunder
or (B)
delinquent
payments of
principal
and interest
under the related
Mortgage Loan and any premiums on any applicable
primary hazard
insurance
policy and any related escrow
payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master
Servicer or a
Subservicer,
in either case without giving effect to
any Debt Service Reduction.
Realized Losses
allocated to the Class SB
Certificates
shall be allocated first to the REMIC III
Regular Interest SB-IO in
reduction of the accrued but unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and then
to the REMIC III Regular Interest SB-PO in reduction of the
Principal Balance thereof.
To the extent the Master
Servicer
receives
Subsequent
Recoveries
with
respect to any
Mortgage
Loan,
the amount of the
Realized Loss with respect to that Mortgage Loan will be reduced to
the extent such
recoveries
are applied to reduce the
Certificate
Principal Balance of any Class of Certificates on any Distribution
Date.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates,
the Business Day immediately
preceding such
Distribution
Date. With respect to each
Distribution
Date and the
Certificates
(other than the LIBOR
Certificates),
the close of
business on the last Business Day of the month next preceding the
month in which the related
Distribution
Date occurs,
except in the
case of the first Record Date which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Interest:
Any one of the regular interests in the REMICs.
Regulation AB:
Subpart 229.1100 - Asset Backed
Securities
(Regulation AB),
17 C.F.R.ss.ss.229.1100-229.1123,
as such may be
amended
from time to time,
and subject to such
clarification
and
interpretation
as have been
provided by the
Commission
in the
adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(January 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Regulation S:
Regulation S promulgated under the Securities Act.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC:
A "real estate
mortgage
investment
conduit"
within the meaning of
Section 860D
of the Code. As used herein,
the
term "REMIC" shall mean REMIC I, REMIC II or REMIC III.
REMIC
Administrator:
Residential
Funding
Corporation.
If Residential Funding Corporation is found by a court of competent
jurisdiction
to no longer be able to fulfill its
obligations
as REMIC
Administrator
under this
Agreement
the Master
Servicer or
Trustee
acting as successor
Master
Servicer
shall
appoint a successor
REMIC
Administrator,
subject to
assumption
of the REMIC
Administrator obligations under this Agreement.
REMIC Interest
Amount:
For any
Distribution
Date and each Class of
Class A
Certificates
and Class M
Certificates,
the
Accrued
Certificate
Interest
for such
Class reduced
by the portion
thereof
attributable
to the
excess,
if any, of the related
Pass-Through Rate for such Distribution Date over the related REMIC
II Net WAC Rate for such Distribution Date.
REMIC I:
The
segregated
pool of assets subject hereto
(exclusive of the
Supplemental
Interest Trust Account and the Swap
Agreement),
constituting
a portion of the primary
trust created
hereby and to be
administered
hereunder,
with respect to which a
separate REMIC election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off Date (other than
Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial
Account or in the Certificate
Account
and identified as belonging to the Trust Fund;
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv)
the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I
Available
Distribution
Amount:
The Available
Distribution
Amount increased by the amount of any Net Swap Payment
described in clause (b)(z) thereof.
REMIC I Distribution
Amount:
For any Distribution
Date, the REMIC I Available
Distribution
Amount shall be distributed to
REMIC II in respect of the REMIC I Regular Interests and Component
I the Class R in the following amounts and priority:
(a)
to REMIC I Regular Interest A-I and REMIC I Regular
Interest I-1-A
through I-47-B,
pro rata, in an amount
equal to (A)
Uncertificated
Accrued
Interest for such REMIC I
Regular
Interests for such
Distribution
Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous
Distribution Dates; and
(b)
to the extent of amounts
remaining after the distributions
made pursuant to clause (a) above,
payments of
principal shall be allocated as follows:
first, to REMIC I Regular
Interests I-1-A through I-47-B starting with the lowest
numerical
denomination
until the Uncertificated
Principal Balance of each such REMIC I Regular Interest is reduced
to zero,
provided that, for
REMIC I
Regular
Interests with the same numerical
denomination,
such payments of principal shall be allocated pro rata between such
REMIC I Regular
Interests and second,
to the extent of any
Overcollateralization
Reduction
Amount to REMIC I Regular
Interest A-I
until the Uncertificated Principal Balance of such REMIC I Regular
Interest is reduced to zero.
REMIC I Interests:
The REMIC I Regular Interests and Component I of the Class R
Certificates.
REMIC I Realized Losses:
All Realized Losses on the Mortgage Loans shall be allocated
first, on each
Distribution
Date, to
REMIC I
Regular
Interest
A-I until such
REMIC I
Regular
Interest
has been
reduced to zero.
Second,
Realized
Losses
shall be
allocated to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest
I-47-B,
starting with the lowest numerical
denomination
until such REMIC I
Regular
Interest has been reduced to zero,
provided that, for REMIC I
Regular
Interests with the same numerical
denomination, such Realized Losses shall be allocated pro rata
between such REMIC I Regular Interests.
REMIC I Regular Interest.
Any of the separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder
and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal,
subject to the terms and
conditions
hereof,
in an
aggregate
amount equal to its initial
Uncertificated
Principal
Balance as set forth in the
Preliminary
Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC I
Regular
Interest
A-I: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II:
The
segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of the REMIC I Regular
Interests.
REMIC II
Available
Distribution
Amount:
For any Distribution Date, the amount distributed from REMIC I to
REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II
Distribution
Amount: For any Distribution Date, the REMIC II Available
Distribution Amount shall be distributed to
REMIC III in respect of the REMIC II
Regular
Interests and
Component II of the Class R
Certificates
in the
following
amounts and
priority:
(a)
to REMIC II
Regular
Interest LT-IO,
in an amount equal to (i)
Uncertificated
Accrued
Interest for such
REMIC II
Regular
Interest
for such
Distribution
Date,
plus (ii) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above, to REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro
rata,
in an amount
equal to (i) their
Uncertificated
Accrued
Interest
for such
Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) and (b) above:
(i)
to
REMIC I
Regular
Interests
LT2,
LT3 and
LT4,
their
respective
Principal
Distribution Amounts;
(ii)
to REMIC I Regular Interest LT1 any remainder until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(iii)
any remainder to REMIC II
Regular
Interests LT2, LT3 and LT4, pro rata according
to their respective
Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant
to (i) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) through (c) above:
(i)
first,
to each of the
REMIC II
Regular
Interests,
pro rata
according
to the
amount of unreimbursed
Realized Losses
allocable to principal
previously
allocated to each such REMIC II
Regular
Interest,
the aggregate
amount of any
distributions to the Certificates as reimbursement of such
Realized Losses on such Distribution
Date pursuant to clause (ix) in
Section 4.02(c);
provided,
however,
that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC II
Distribution
Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the REMIC II Regular
Interests; and
(ii)
second, to Component III of the Class R Certificates, any remaining
amount.
REMIC II Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum rate equal to the weighted
average of (x) with
respect to REMIC I Regular Interests ending with the designation
"B," the weighted average of the Uncertificated
REMIC I
Pass-Through
Rates for such REMIC I
Regular
Interests,
weighted on the basis of the
Uncertificated
Principal
Balance of such
REMIC I
Regular
Interests for each such Distribution
Date, (y) with respect to REMIC I Regular Interest A-I, the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular
Interest,
and (z) with respect to REMIC I Regular
Interests
ending with the designation "A," for each
Distribution
Date listed below,
the weighted
average of the rates listed below for each such REMIC I Regular
Interest listed below,
weighted on the basis of the Uncertificated Principal Balance of
each such REMIC I Regular Interest for each such Distribution Date:
DISTRIBUTION DATE
REMIC I REGULAR INTEREST
RATE
1
I-1-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-2-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-60-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-60A
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-60A
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-60A
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-60A
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-60A
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-60A
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-60A
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-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
39
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
40
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
41
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
42
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
43
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
44
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
45
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
46
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
47
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
48
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
49
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
50
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
51
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
52
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
53
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
54
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
55
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
56
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
57
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
58
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
59
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
60
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
61
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
---------------------------------------------------------------------------------------------------------------------------------------
REMIC II
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
principal
balances
of the
REMIC II Regular Interests LT1, LT2, LT3 and LT4,
respectively will be reduced on such Distribution Date by the
allocation of Realized
Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the principal balance of the REMIC II Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution
Date
(note:
Y3 = Y4).
(DELTA)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC II
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of Realized Losses on the prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses to be made on such Distribution Date.
(DELTA)P =
P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=
the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal
distributions to be
made on, the Certificates on such
Distribution
Date (including
distributions of accrued and unpaid interest on the
Class SB Certificates for prior Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
allocated on the prior Distribution Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses to be allocated on such Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the
Closing
Date for use on the first
Distribution
Date
shall be 0.0001.
(gamma)0 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such
Class applicable
for
distributions to be made on such Distribution Date and (ii) the
aggregate Certificate
Principal Balance for such Class after
distributions and the allocation of Realized Losses on
the prior Distribution Date and (B) R0*P0.
(gamma)1 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such Class applicable for distributions to
be made on the next succeeding
Distribution Date
and (ii) the
aggregate
Certificate
Principal
Balance for such
Class after
distributions
and the
allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
(DELTA)Y1 = (DE 
