EXECUTION COPY
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RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF SEPTEMBER 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS12
==============================================================================================
ARTICLE I
DEFINITIONS...............................................................3
Section
1.01
Definitions.........................................................3
Section
1.02
Use of Words and
Phrases...........................................20
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........21
Section
2.01
Conveyance of Mortgage
Loans.......................................21
Section
2.02
Acceptance by
Trustee..............................................27
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and
the
Company........................................................28
Section
2.04
Representations and Warranties of Sellers.(See Section 2.04 of the
Standard
Terms)....................................................33
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I
Certificates..........33
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the
Trustee.....................................................33
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC
II...........33
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).............................................................33
Section
2.09
Agreement Regarding Ability to
Disclose............................34
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................35
Section 3.01
Master Servicer to Act as Servicer. (See Section 3.01 of the
Standard
Terms)....................................................35
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations. (See Section
3.02 of the Standard
Terms)........................................35
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard
Terms)..35
Section 3.04
Liability of the Master Servicer. (See Section 3.04 of the Standard
Terms).............................................................35
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders. (See Section 3.05 of the Standard
Terms).......35
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard
Terms)...........................35
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. (See Section 3.07 of the Standard
Terms)..................35
Section 3.08
Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the
Standard
Terms)....................................................35
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans. (See Section 3.09 of the Standard
Terms)...........35
Section 3.10
Permitted Withdrawals from the Custodial Account. (See Section 3.10
of the Standard
Terms).............................................35
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms)...............35
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12 of the Standard Terms)
..........................35
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments. (See Section 3.13 of the Standard
Terms).............................................................35
Section 3.14
Realization Upon Defaulted Mortage Loans. (See Section 3.14 of the
Standard
Terms)....................................................35
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
.................36
Section 3.16
Servicing and Other Compensation; Compensating Interest. (See
Section 3.16 of the Standard
Terms)................................37
Section 3.17
Reports to the Trustee and to the Company. (See Section 3.17 of the
Standard
Terms)....................................................37
Section 3.18
Annual Statement as to Compliance and Servicing Assessment. (See
Section 3.18 of the Standard
Terms)................................37
Section 3.19
Annual Independent Public Accountants' Servicing Report. (See
Section 3.19 of the Standard
Terms)................................37
Section 3.20
Rights of the Company in Respect of the Master Servicer. (See
Section 3.20 of the Standard
Terms)................................37
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the Standard
Terms).............................................................37
Section 3.22
Advance Facility. (See Section 3.22 of the
Standard Terms)........37
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................38
Section
4.01
Certificate Account. (See Section 4.01 of the Standard
Terms)......38
Section
4.02
Distributions......................................................38
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act Reporting. (See Section 4.03 of the Standard
Terms)...47
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer. (See Section 4.04 of the Standard
Terms)......47
Section
4.05
Allocation of Realized
Losses......................................48
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property. (See
Section 4.06 of the Standard
Terms)................................49
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the Standard
Terms)................................................49
Section
4.08
Surety Bond. (See Section 4.08 of the Standard
Terms)..............49
Section
4.09
Reserve
Fund.......................................................59
ARTICLE V
THE
CERTIFICATES.........................................................50
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER......................................51
Section
6.01
Respective Liabilities of the Company and the Master Servicer. (See
Section 6.01 of the Standard
Terms)................................51
Section
6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation of Duties by the Master
Servicer51
Section
6.03
Limitation on Liability of the Company, Master Servicer and Others.
(See Section 6.03 of the Standard
Terms)...........................51
Section
6.04
Company and Master Servicer Not to Resign.
(See Section 6.04 of the
Standard
Terms)....................................................51
ARTICLE VII
DEFAULT..................................................................52
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................53
Section
8.01
Duties of the Trustee. (See Section 8.01 of the Standard
Terms)....53
Section
8.02
Certain Matters Affecting the Trustee (See Section 8.02 of the
Standard
Terms)....................................................53
Section
8.03
Trustee Not Liable for Certificates or Mortgage Loans.
(See Section
8.03 of the Standard
Terms)........................................53
Section
8.04
Trustee May Own Certificates.
(See Section 8.04 of the Standard
Terms).............................................................53
Section
8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(See Section 8.05 of the Standard
Terms)...........................53
Section
8.06
Eligibility Requirements for Trustee (See Section 8.06 of the
Standard
Terms)....................................................53
Section
8.07
Resignation and Removal of Trustee.
(See Section 8.07 of the
Standard
Terms)....................................................53
Section
8.08
Successor Trustee.
(See Section 8.08 of the Standard Terms).......53
Section
8.09
Merger or Consolidation of Trustee. (See Section 8.09 of the
Standard
Terms)....................................................54
Section
8.10
Appointment of Co-Trustee or Separate Trustee (See Section 8.10 of
the Standard
Terms)................................................54
Section
8.11
Appointment of
Custodian...........................................54
Section
8.12
Appointment of Office or Agency.
(See Section 8.12 of the Standard
Terms).............................................................54
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF
ALL
CERTIFICATES.........................................................55
Section
9.01
Optional Purchase by the Master Servicer of all Certificates;
Termination Upon Purchase by the Master Servicer or Liquidation of
All Mortgage
Loans.................................................55
Section
9.02
Additional Termination Requirements.
(See Section 9.02 of the
Standard
Terms)....................................................58
Section
9.03
Termination of Multiple REMICs.
(See Section 9.03 of the Standard
Terms).............................................................58
ARTICLE X
REMIC
PROVISIONS.........................................................59
Section
10.01
REMIC Administration. (See Section 10.01of the Standard
Terms).....59
Section
10.02
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard
Terms)..........................59
Section
10.03
Designation of
REMICs..............................................59
Section
10.04
Distributions on the Uncertificated REMIC I Regular Interests and
the Uncertificated REMIC II Regular Interests
Z....................59
Section
10.05
Compliance with Withholding
Requirements...........................61
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................62
Section
11.01
Amendment. (See Section 11.01 of the Standard
Terms)...............62
Section
11.02
Recordation of Agreement;
Counterparts. (See Section 11.02 of the
Standard
Terms)....................................................62
Section
11.03
Limitation on Rights of Certificateholders (See Section 11.03 of
the
Standard
Terms)....................................................62
Section
11.04
Governing Law. (See Section 11.04 of the Standard
Terms)...........62
Section
11.05
Notices............................................................62
Section
11.06
Required Notices to Rating Agency and Subservicer. (See Section
11.06 of the Standard
Terms).......................................63
Section
11.07
Severability of Provisions. (See Section 11.07 of the Standard
Terms)63
Section
11.08
Supplemental Provisions for Resecuritization. (See Section 11.08 of
the Standard
Terms)................................................63
Section
11.09
Allocation of Voting
Rights........................................63
Section
11.10
No
Petition........................................................63
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of March 1, 2006
This is a Series Supplement,
dated as of September 1, 2006 (the "Series Supplement"),
to the
Standard
Terms of
Pooling
and
Servicing
Agreement,
dated as of March 1, 2006 and
attached
as Exhibit
Four
hereto
(the
"Standard
Terms"
and,
together
with this
Series
Supplement,
the
"Pooling
and
Servicing
Agreement"
or
"Agreement"),
among
RESIDENTIAL
ACCREDIT
LOANS,
INC., as the company
(together
with its permitted
successors and assigns,
the
"Company"),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together
with its
permitted
successors
and assigns,
the "Master
Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the "Certificates"),
to be issued hereunder in multiple classes, which in the
aggregate
will evidence the entire
beneficial
ownership
interest in the Mortgage Loans (as
defined herein).
As provided herein,
the REMIC
Administrator will make an election to treat
the entire
segregated
pool of assets
described in the definition of Trust Fund, and subject
to
this
Agreement
(including
the
Mortgage
Loans),
exclusive
of the
Yield
Maintenance
Agreements
and amounts on deposit in the Initial
Monthly
Payment
Fund,
as two real estate
mortgage investment conduits (each, a "REMIC") for federal income
tax purposes.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full
herein.
If any term or provision
contained
herein shall
conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the
terms and
provisions
of this Series
Supplement
shall
govern.
All
capitalized
terms not
otherwise
defined
herein
shall
have the
meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Aggregate Initial
Pass-Through
Certificate
Maturity
Fitch/
Minimum
Designation
Rate
Principal Balance
Features(1)
Date
Moody's/S&P
Denominations(2)
I-A-1
6.50%
$100,000,000.00
Senior/ Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
I-A-2
6.50%
$1,000,000.00
Senior/Retail/Fixed Rate
September 25,
AAA/Aaa/AAA
$1,000.00
2036
I-A-3
0.50%
$0.00(3)
Senior/Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
2036
I-A-4
6.00%
$26,677,000.00
Senior/Lockout/Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
II-A-1
Adjustable
$20,000,000.00
Senior/Floater/Adjustable
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Rate
2036
II-A-2
Adjustable
$0.00(3)
Senior/Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
2036
Floater/Adjustable Rate
II-A-3
6.00%
$40,000,000.00
Senior/Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
II-A-4
6.00%
$62,800,000.00
Senior/Lockout/Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
II-A-5
Adjustable
$31,550,000.00
Senior/Floater/Adjustable
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Rate
2036
II-A-6
Adjustable
$0.00(3)
Senior /Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
2036
Floater/Adjustable Rate
II-A-7
Adjustable
$53,340,000.00
Senior/Super Senior/
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable Rate
2036
II-A-8
Adjustable
$0.00(3) Senior/ Interest Only/
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Inverse
2036
Floater/Adjustable Rate
II-A-9
Adjustable
$6,367,666.00
Senior/
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable Rate
2036
II-A-10
6.00%
$3,600,000.00
Senior/Senior
September 25,
AAA/Aaa/AAA
$25,000.00
Support/Lockout/Fixed
2036
Rate
II-A-11
5.00%
$40,000,000.00
Senior/Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
II-A-12
Adjustable
$22,368,000.00
Senior/
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable Rate
2036
II-A-13
Adjustable
$0.00(3)
Senior/Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
2036
Floater/Adjustable Rate
II-A-14
Adjustable
$1,620,458.00
Senior/ Inverse
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable Rate
2036
II-A-15
Adjustable
$40,744,973.00
Senior/
September 25,
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable Rate
2036
II-A-16
Adjustable
$0.00(3)
Senior/ Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
2036
Floater/Adjustable Rate
II-A-17
0.50%
$0.00(3)
Senior/ Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
2036
II-A-18
5.75%
$49,972,903.00
Senior/ Fixed Rate
September 25,
AAA/Aaa/AAA
$25,000.00
2036
II-A-19
6.50%
$0.00(3)
Senior/ Interest
September 25,
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
2036
A-P
0.00%
$2,005,760.55
Senior/Principal Only
September 25,
AAA/Aaa/AAA
$25,000.00
2036
A-V
Variable
$0.00(6)
Senior/Interest Only/
September 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Variable Rate
2036
R-I
6.50%
$100.00
Senior/Residual/Fixed
September 25,
AAA/Aaa/AAA
(7)
Rate
2036
R-II
6.50%
$100.00
Senior/Residual/Fixed
September 25,
AAA/Aaa/AAA
(7)
Rate
2036
M-1
6.50%
$22,194,000.00
Mezzanine/Fixed Rate
September 25,
AA/NA/NA
$25,000.00
2036
M-2
6.50%
$5,683,500.00
Mezzanine/Fixed Rate
September 25,
A/NA/NA
$250,000.00
2036
M-3
6.50%
$4,330,300.00
Mezzanine/Fixed Rate
September 25,
BBB/NA/NA
$250,000.00
2036
B-1
6.50%
$2,706,500.00
Subordinate/Fixed Rate
September 25,
BB/NA/NA
$250,000.00
2036
B-2
6.50%
$2,165,200.00
Subordinate/Fixed Rate
September 25,
B/NA/NA
$250,000.00
2036
B-3
6.50%
$2,165,216.35
Subordinate/Fixed Rate
September 25,
NA/NA/NA
$250,000.00
2036
--------------------- ------------------
-----------------------------------------
--------------------------------- -------------
(1) The Certificates,
other than the Class B and Class R Certificates, shall be
Book-Entry Certificates. The Class B and Class R Certificates shall
be delivered
to the holders thereof in physical form.
(2) The
Certificates,
other than the Class R Certificates,
shall be issued in
minimum
dollar
denominations
as
indicated
above (by
Certificate
Principal
Balance or Notional
Amount,
as
applicable)
and
integral
multiples of $1 in
excess thereof,
except that one Certificate of each of the Class B-1, Class B-2
and Class B-3 Certificates shall be issued in a denomination equal
to the sum of
the
related
minimum
denomination
set forth
above and the
remainder
of the
aggregate
initial
Certificate
Principal
Balance
of such
class
of
Class B
Certificates.
(3) Each of the Class I-A-3,
II-A-2, Class II-A-6, Class II-A-8, Class II-A-13,
Class
II-A-16,
Class
II-A-17 and Class II-A-19
Certificates
does not have a
Certificate Principal Balance. For the purpose of calculating
interest payments,
(i) interest on the Class I-A-3
Certificates
will accrue on a notional
amount
equal to the
Certificate
Principal
Balance
of the Class
I-A-4
Certificates
immediately prior to the related
Distribution
Date, (ii) interest on the Class
II-A-2
Certificates
will accrue on a notional
amount
equal to the
aggregate
Certificate Principal Balance of the Class II-A-1, Class II-A-5 and
Class II-A-7
Certificates
immediately prior to the related Distribution Date, (iii) interest
on the Class II-A-6
Certificates
will accrue on a notional amount equal to the
Certificate Principal Balance of the Class II-A-5 Certificates
immediately prior
to the related Distribution Date, (iv) interest on the Class II-A-8
Certificates
will accrue on a notional amount equal to the Certificate
Principal
Balance of
the Class
II-A-7
Certificates
immediately
prior to the related
Distribution
Date, (v) interest on the Class II-A-13
Certificates
will accrue on a notional
amount
equal
to
the
Certificate
Principal
Balance
of
the
Class
II-A-12
Certificates
immediately prior to the related
Distribution Date, (vi) interest
on the Class II-A-16
Certificates will accrue on a notional amount equal to the
Certificate
Principal
Balance of the Class
II-A-15
Certificates
immediately
prior to the related
Distribution
Date,
(vii)
interest on the Class
II-A-17
Certificates
will
accrue on a notional
amount
equal to the
product of (x) a
fraction,
the numerator of which is
0.377133187
and
denominator
of which is
0.50,
and (y) the
aggregate
Certificate
Principal
Balance of the sum of the
Class II-A-4 and Class
II-A-10
Certificates
immediately
prior to the related
Distribution
Date, and (viii) interest on the Class II-A-19
Certificates
will
accrue on a notional
amount equal to the sum of (a) the
Certificate
Principal
Balance
of the Class
II-A-12
Certificates
immediately
prior to the
related
Distribution
Date,
multiplied
by
a
fraction,
the
numerator
of
which
is
1.714231208 and the denominator of which is 6.50, (b) the
Certificate
Principal
Balance
of the Class
II-A-15
Certificates
immediately
prior to the
related
Distribution Date, multiplied by a fraction,
the numerator of which is 0.50 and
the denominator of which is 6.50, and (c) the Certificate
Principal
Balance of
the Class II-A-18
Certificates
immediately
prior to the related
Distribution
Date,
multiplied by a fraction,
the numerator of which is 0.761414887
and the
denominator of which is 6.50.
(4)
-------------- ---------------------------------
--------------------------- -----------
Adjustable
Rates:
Initial
Formula
Maximum
Minimum
-------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-1
6.03%
LIBOR + 0.70%
9.50%, subject to the
0.70%
Available Funds Cap
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-2
0.22%
5.55% - LIBOR
5.55%
0.00%
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-5
5.58%
LIBOR + 0.25%
9.5%, subject to the
0.25%
Available Funds Cap
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-6
0.45%
6.00% - LIBOR
0.45%
0.00%
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-7
5.98%
LIBOR + 0.65%
12.00%, subject to the
0.65%
Available Funds Cap
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-8
0.30%
5.85% - LIBOR
0.30%
0.00%
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-9
5.71%
LIBOR + 0.38%
(x) 8.00% times (y) 30
0.38%
divided by the actual
number of days in the
related Interest Accrual
Period
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-12
5.53%
LIBOR + 0.20%
(x) 7.50% times (y) 30
0.20%
divided by the actual
number of days in the
related Interest Accrual
Period
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-13
2.523%
7.50% - (x) the sum of LIBOR +
7.30%
0.00%
0.20%, times (y) the actual
number of days in the related
Interest Accrual Period divided
by 30
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-14
11.242434192%
(a) 8.00% - (x) the sum of
31.43637663%
0.00%
LIBOR + 0.38%, times
--------------------------------
(y) the actual number of days
in the related Interest Accrual
Period divided by 30, times (b)
3.9295470787
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-15
5.83%
LIBOR + 0.50%
7.00%
0.50%
--------------- -------------- ---------------------------------
--------------------------- -----------
--------------- -------------- ---------------------------------
--------------------------- -----------
Class II-A-16
1.17%
6.50% - LIBOR
6.50%
0%
The Class
II-A-1,
Class II-A-5 and Class II-A-7
Certificates
will
represent
ownership of regular
interests
in REMIC II,
together
with certain
rights to
payments to be made from amounts
received
under the related Yield
Maintenance
Agreement
which will be deemed made for federal income tax purposes
outside of
REMIC II.
(5)
The initial Pass-Through Rate on the Class A-V Certificates is
0.4937%.
(6) The Class A-V Certificates do not have a principal balance.
For the purpose
of
calculating
interest
payments,
interest will accrue on a notional
amount
equal to the aggregate stated principal balance of the mortgage
loans,
which is
initially
equal to
$541,291,677.
(7)
Each
class
of the
Class R
Certificates
shall be
issuable
in
minimum
denominations
of not less than a 20% Percentage
Interest;
provided,
however,
that one Class R
Certificate
of each Class
will be
issuable
to
Residential
Funding
as "tax
matters
person"
pursuant
to Section
10.01(c)
and (e) in a
minimum denomination representing a Percentage Interest of not less
than 0.01%.
The Group I Loans
have an
aggregate
principal
balance
as of the
Cut-off
Date of
$137,862,642.34.
The Group II Loans have an
aggregate
principal
balance as of the
Cut-off
Date of
$403,429,034.54
The
Mortgage
Loans have an aggregate
principal
balance as of the
Cut-off Date of $541,291,676.88.
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
as to any
Class or Subclass of
Certificates
(other than any
Principal
Only
Certificates),
interest
accrued during the related
Interest
Accrual Period at the related
Pass-Through
Rate on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior
to
such
Distribution Date.
Accrued
Certificate
Interest,
other than the Class A-9 Certificates and
Class A-12
Certificates
will be
calculated
on the basis of a 360-day
year,
consisting of
twelve
30-day
months.
Accrued
Certificate
Interest on the Class II-A-9
Certificates
and
Class II-A-12
Certificates
is
calculated
on the basis of the actual
number of days in the
related
Interest
Accrual
Period
and a
360-day
year.
In each
case
Accrued
Certificate
Interest on any Class or Subclass of Certificates will be reduced
by the amount of:
(i)
Prepayment
Interest Shortfalls on all Mortgage Loans in the related Loan Group
(to
the
extent
not
offset
by
the
Master
Servicer
with
a
payment
of
Compensating Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized Losses on
all
Mortgage
Loans in the related Loan Group not
allocated
solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii)
the
interest
portion
of
any
Advances
that
were
made
with
respect
to
delinquencies
that were
ultimately
determined
to be Excess
Special
Hazard
Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses,
and
(iv)
any other interest shortfalls not covered by the subordination
provided by the
Class M Certificates and Class B Certificates,
including
interest that is not
collectible
from the
Mortgagor
pursuant to the
Servicemembers
Civil Relief
Act, as amended,
or similar
legislation or regulations as in effect from time
to time, all allocated as described below.
The Class
I-A
Percentage
of these
reductions
with
respect
to the Group I Loans
will be
allocated
among the Holders of the Group I Senior
Certificates
in proportion to the amounts
of Accrued
Certificate
Interest that would have been payable to those
Certificates from the
Group I Loans on that
Distribution
Date absent such
reductions.
The Class II-A
Percentage
of these
reductions
with respect to the Group II Loans will be
allocated
among the Holders
of the Group II Senior
Certificates
in
proportion
to the
amounts of
Accrued
Certificate
Interest
that would have been payable to those
Certificates
from the Group II Loans on that
Distribution
Date
absent
such
reductions.
The
remainder
of
these
reductions
will
be
allocated
among the
Holders
of the Class M
Certificates
and the Class B
Certificates
in
proportion
to the
respective
amounts of Accrued
Certificate
Interest that would have been
payable
on that
Distribution
Date
absent
these
reductions.
In the case of each class of
Class M Certificates
and Class B
Certificates,
Accrued
Certificate
Interest on that class
will be
further
reduced by the
interest
portion
(adjusted
to the Net
Mortgage
Rate) of
Realized
Losses
that are
allocated
solely to such
Class of Class M
Certificates
or such
Class of Class B in Certificates pursuant to Section 4.05.
Adjustable Rate
Certificates:
Any of the Class II-A-1,
Class II-A-2,
Class II-A-5,
Class II-A-6, Class II-A-7, Class II-A-8,
Class II-A-9, Class II-A-12,
Class II-A-13,
Class
II-A-14, Class II-A-15 or Class II-A-16 Certificates.
Aggregate Available
Distribution Amount: With respect to a Distribution Date, the sum
of the Available Distribution Amounts for both Loan Groups for such
Distribution Date.
Aggregate Senior Interest
Distribution
Amount:
With respect to a Distribution Date,
the
sum
of
the
Senior
Interest
Distribution
Amounts
for
both
Loan
Groups
for
such
Distribution Date.
Aggregate Senior Principal
Distribution
Amount: With respect to a Distribution Date,
the
sum
of the
Senior
Principal
Distribution
Amounts
for
both
Loan
Groups
for
such
Distribution Date.
Assignment
Agreement and Amendment of Security
Instrument:
With respect to a Sharia
Mortgage
Loan, the agreement
between the consumer and the co-owner
pursuant to which all of
the
co-owner's
interest as a
beneficiary
under the related
Sharia
Mortgage Loan Security
Instrument
and the
co-owner's
interest in the related
Mortgaged
Property is conveyed to a
subsequent
owner,
which may take the form of an "Assignment
Agreement" and an "Amendment of
Security
Instrument" or an "Assignment
Agreement and Amendment of Security
Instrument",
as
applicable.
Available
Distribution
Amount:
As to any Distribution
Date and each Loan Group, an
amount
equal to (a) the sum of (i) the amount
relating to the
Mortgage
Loans on deposit in
the Custodial Account as of the close of business on the
immediately
preceding
Determination
Date, including any Subsequent
Recoveries,
and amounts deposited in the Custodial Account in
connection with the substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of
any Advance made on the immediately
preceding
Certificate
Account
Deposit Date,
(iii) any
amount deposited in the Certificate
Account on the related
Certificate
Account Deposit Date
pursuant
to the
second
paragraph
of Section
3.12(a),
(iv) any
amount
deposited
in the
Certificate
Account
pursuant to Section 4.07, (v) any amount that the Master Servicer
is not
permitted
to withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant to
Section
3.16(e),
(vi) any amount
received
by the
Trustee
pursuant
to the Surety Bond in
respect of such Distribution
Date,
(vii) the
proceeds of any Pledged Assets received by the
Master
Servicer and (viii) any
additional
amounts to be included
with respect to such Loan
Group, as applicable,
pursuant to Section 4.02(i),
reduced by (b) the sum as of the close of
business
on
the
immediately
preceding
Determination
Date
of (w)
aggregate
Foreclosure
Profits,
(x) the
Amount
Held for
Future
Distribution,
and (y)
amounts
permitted
to be
withdrawn by the Master
Servicer from the Custodial
Account in respect of the Mortgage Loans
in the related Loan Group pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a).
Available Funds Cap: With respect to any
Distribution
Date on or before the Distribution
Date in
January
2009 and the Class
II-A-1
Certificates,
6.25%
per
annum
plus the Yield
Maintenance
Payment
with
respect
to the
Class
II-A-1
Certificates,
if
any,
for
such
Distribution
Date,
expressed
as a per annum rate.
With
respect to any
Distribution
Date
after January 2009, 6.25% per annum.
With respect to any
Distribution
Date on or before the
Distribution
Date in April 2018 and the Class II-A-5
Certificates,
6.25% per annum plus the
Yield
Maintenance
Payment with respect to the Class
II-A-5
Certificates,
if any, for such
Distribution
Date,
expressed
as a per annum rate.
With
respect to any
Distribution
Date
after April 2018,
6.25% per annum.
With
respect to any
Distribution
Date on or before the
Distribution
Date in January
2009 and the Class
II-A-7
Certificates,
6.50% per annum plus
the Yield
Maintenance
Payment
with respect to the Class
II-A-7
Certificates,
if any, for
such
Distribution
Date,
expressed
as a per annum rate.
With
respect to any
Distribution
Date after January 2009, 6.50% per annum.
Bankruptcy
Amount:
As of any date of
determination
prior to the first
anniversary
of the Cut-off
Date,
an amount
equal to the excess,
if any, of (A)
$395,022
over (B) the
aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in
accordance
with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off Date, an amount equal to the
excess, if any, of
(1) the
lesser
of (a) the
Bankruptcy
Amount
calculated
as of the close of
business on the Business Day immediately
preceding the most recent anniversary of the
Cut-off Date
coinciding
with or preceding
such date of
determination
(or, if such
date of
determination
is an
anniversary
of the
Cut-off
Date,
the
Business
Day
immediately
preceding such date of
determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greatest of:
(A)
(i)
if
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans as of the Relevant
Anniversary is less than 10% of the Stated
Principal Balance of the Mortgage Loans as of the Relevant
Anniversary,
$0.00,
or (ii) if the aggregate
principal balance of the Non-Primary
Residence Loans
as of the
Relevant
Anniversary
is equal to or greater than 10% of the Stated
Principal
Balance of the Mortgage
Loans as of the Relevant
Anniversary,
the
sum of (I) the aggregate
principal balance of the Non-Primary
Residence Loans
with a
Loan-to-Value
Ratio of greater
than
80.00% but less than or equal to
90.00%
(other
than
Additional
Collateral
Loans),
times
0.25%,
(II)
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans
with
a
Loan-to-Value
Ratio of
greater
than
90.00% but less than or equal to 95.00%
(other than Additional
Collateral Loans), times 0.50%, and (III) the aggregate
principal
balance of the
Non-Primary
Residence
Loans
with a
Loan-to-Value
Ratio of greater than 95.00%
(other than
Additional
Collateral
Loans) times
0.75%, in each case as of the Relevant Anniversary;
(B)
the
greater
of (i) the
product
of (x) an amount
equal to the
largest
difference
in
the
related
Monthly
Payment
for
any
Non-Primary
Residence
Loan
remaining
in
the
Mortgage
Pool
(other
than
Additional
Collateral Loans) which had an original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate thereof was equal to the weighted
average
(based
on the
principal
balance
of the
Mortgage
Loans
as of the
Relevant
Anniversary)
of the Net Mortgage
Rates of all Mortgage
Loans as of
the
Relevant
Anniversary
less
1.25% per
annum,
(y) a number
equal to the
weighted
average
remaining term to maturity,
in months,
of all
Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the quotient of the number of all Non-Primary
Residence Loans
remaining
in the
Mortgage
Pool
divided by the total
number of
Outstanding
Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary,
and (ii)
$50,000; and
(C)
the greater of (i) 0.0006 times the aggregate
principal
balance
of all the Mortgage
Loans in the Mortgage Pool as of the Relevant
Anniversary
having a
Loan-to-Value
Ratio
(other
than
Additional
Collateral
Loans) at
origination which exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy
Losses allocated solely to one or
more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 since the
Relevant Anniversary.
The
Bankruptcy
Amount may be
further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Capitalization
Reimbursement
Amount:
As to any Distribution Date and Loan Group the
amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of
the Mortgage
Loans in such Loan Group during the prior
calendar
month and reimbursed to the
Master
Servicer or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section
3.10(a)(vii),
plus
the
related
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and
reimbursed
to the
Master
Servicer
or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan
Group,
the amount,
if any, by which the amount of Advances or Servicing
Advances
that were
added to the Stated
Principal
Balance of the
Mortgage
Loans in such Loan Group
during the
preceding
calendar
month
exceeds the amount of
principal
payments on the
Mortgage
Loans
included in the Available Distribution Amount for that Loan Group
and Distribution Date.
Certificate:
Any Class I-A-1,
Class I-A-2,
Class I-A-3,
Class I-A-4, Class II-A-1,
Class II-A-2,
Class II-A-3,
Class II-A-4,
Class II-A-5,
Class II-A-6,
Class II-A-7, Class
II-A-8,
Class II-A-9,
Class II-A-10,
Class II-A-11,
Class
II-A-12,
Class II-A-13,
Class
II-A-14,
Class II-A-15,
Class II-A-16,
Class II-A-17,
Class II-A-18,
Class II-A-19, Class
A-V, Class A-P,
Class R-I, Class R-II,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 Certificates.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section 4.01 of the Standard Terms,
which shall be entitled
"Deutsche Bank Trust
Company
Americas,
as trustee,
in trust for the registered
holders of Residential
Accredit
Loans, Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-QS12" and which
must be an Eligible Account.
Certificate
Group:
With
respect to Loan
Group I, the Group I Senior
Certificates,
and with respect to Loan Group II,
the Group II Senior Certificates.
Certificate Policy:
None.
Class I-A
Certificates:
The Class I-A-1,
Class
I-A-2,
Class I-A-3 and Class I-A-4
Certificates.
Class I-A Percentage:
With respect to any Distribution
Date, the percentage equal to
the aggregate
Certificate
Principal Balance of the Group I Senior
Certificates
immediately
prior to that
Distribution
Date divided by the aggregate Stated Principal
Balance of all of
the
Mortgage
Loans in Loan
Group
I,
other
than the
Discount
Fraction
of the
Discount
Mortgage Loans in Loan Group I,
immediately
prior to that
Distribution
Date. The Class I-A
Percentage will initially equal approximately 92.74% and will in no
event exceed 100%.
Class II-A Certificates:
The Class II-A-1,
Class II-A-2, Class II-A-3, Class II-A-4,
Class II-A-5, Class II-A-6,
Class II-A-7,
Class II-A-8,
Class II-A-9, Class II-A-10,
Class
II-A-11,
Class II-A-12,
Class II-A-13,
Class II-A-14,
Class II-A-15,
Class II-A-16, Class
II-A-17, Class II-A-18 and Class II-A-19 Certificates.
Class II-A Percentage:
With respect to any Distribution Date, the percentage equal to
the aggregate
Certificate
Principal Balance of the Group II Senior Certificates
immediately
prior to that
Distribution
Date divided by the aggregate Stated Principal
Balance of all of
the
Mortgage
Loans in Loan
Group II,
other
than the
Discount
Fraction
of the
Discount
Mortgage
Loans in Loan
Group II,
immediately
prior to that
Distribution
Date.
The Class
II-A Percentage will initially equal approximately 92.72% and will
in no event exceed 100%.
Class II-A-1
Yield
Maintenance
Agreement:
The
agreement,
dated as of the Closing
Date,
between the
Trustee
and the Yield
Maintenance
Agreement
Provider,
relating to the
Class II-A-1
Certificates,
or any replacement,
substitute,
collateral or other arrangement
in lieu thereto.
Class II-A-5
Yield
Maintenance
Agreement:
The
agreement,
dated as of the Closing
Date,
between the
Trustee
and the Yield
Maintenance
Agreement
Provider,
relating to the
Class II-A-5
Certificates,
or any replacement,
substitute,
collateral or other arrangement
in lieu thereto.
Class II-A-7
Yield
Maintenance
Agreement:
The
agreement,
dated as of the Closing
Date,
between the
Trustee
and the Yield
Maintenance
Agreement
Provider,
relating to the
Class II-A-7
Certificates,
or any replacement,
substitute,
collateral or other arrangement
in lieu thereto.
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates: The Class M-1, Class M-2 and Class M-3
Certificates.
Class
R
Certificate:
Any
one
of
the
Class
R-I
Certificates
and
Class
R-II
Certificates.
Class R-I Certificate:
Any one of the Class R-I Certificates
executed by the Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest"
in REMIC I for purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any one of the
Class
R-II
Certificates
executed
by the
Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to
the
Standard
Terms as
Exhibit
D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC II for purposes of the REMIC Provisions.
Closing Date:
September 28, 2006.
Compensating
Interest:
With respect to any Distribution
Date and each Loan Group an
amount equal to Prepayment
Interest Shortfalls
resulting from Principal
Prepayments in Full
during the related
Prepayment
Period and
Curtailments
during the prior
calendar month and
included in the
Available
Distribution
Amount for the such Loan Group on such
Distribution
Date,
but not more than the
lesser of (a)
one-twelfth
of
0.125% of the
aggregate
Stated
Principal Balance of the Mortgage Loans in the related Loan Group
immediately
preceding such
Distribution
Date and (b) the sum of the
Servicing
Fee and all
income
and gain on amounts
held
in
the
Custodial
Account
and
the
Certificate
Account
and
payable
to
the
Certificateholders
with
respect to the
Mortgage
Loans in the
related
Loan Group and such
Distribution
Date;
provided that for purposes of this definition the amount of the
Servicing
Fee will not be reduced
pursuant to Section
7.02(a)
except as may be
required
pursuant to
the last sentence of such Section.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time
its
corporate
trust
business
with
respect
to this
Agreement
shall be
administered,
which
office at the date of the
execution
of this
instrument
is located at
1761 East St. Andrew Place, Santa Ana, California 92705-4934,
Attention:
Residential Funding
Corporation Series 2006-QS12.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to
be delivered to the Trustee or Custodian pursuant to Section
2.01(b) of this Agreement.
Cut-off Date:
September 1, 2006.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to each Distribution Date.
Discount Net Mortgage Rate:
6.50% per annum.
Due Period:
With respect to each Distribution
Date, the calendar month in which such
Distribution Date occurs.
Eligible
Funds:
With
respect to any
Distribution
Date and Loan
Group,
such Loan
Group's
portion of an amount that is allocated
among the Loan Groups pro rata,
based on the
aggregate
unpaid Class A-P Collection
Shortfalls for each Loan Group,
which amount is equal
to the excess of (a) the Aggregate
Available
Distribution Amount over (b) the sum of (i) the
Aggregate
Senior
Interest
Distribution
Amount,
(ii)
the
Aggregate
Senior
Principal
Distribution Amount (determined
without regard to Section
4.02(a)(ii)(Z)(D)
hereof),
(iii)
the Class A-P
Principal
Distribution
Amount for Loan Group I and Loan Group II
(determined
without
regard to clause (E) of the
definition of Class A-P Principal
Distribution
Amount)
and (iv) the aggregate
amount of Accrued
Certificate
Interest on the Class M-1,
Class M-2,
Class M-3, Class B-1 and Class B-2 Certificates.
Excess
Subordinate
Principal Amount:
With respect to any Distribution Date on which
the Certificate
Principal
Balance of the Class of Subordinate
Certificates then outstanding
with the
Lowest
Priority
is to be reduced
to zero and on which
Realized
Losses are to be
allocated
to such
Class or
Classes,
the
excess,
if any,
of (i) the
amount
that
would
otherwise be
distributable
in respect of principal on such class or classes of
Certificates
on such
Distribution
Date
over
(ii)
the
excess,
if any,
of the
aggregate
Certificate
Principal
Balance
of such
Class
or
Classes
of
Certificates
immediately
prior
to such
Distribution
Date over the
aggregate
amount of
Realized
Losses
to be
allocated
to such
Classes
of
Certificates
on such
Distribution
Date as
reduced
by any
amount
calculated
pursuant to clause (E) of the
definition
of Class A-P
Principal
Distribution
Amount.
The
Excess
Subordinate
Principal Amount will be allocated
between the Loan Groups on a pro rata
basis in
accordance
with the amount of Realized
Losses on the
Mortgage
Loans in each Loan
Group allocated to the Certificates on that Distribution Date.
Floater
Certificates:
Any one of the Class II-A-1, Class II-A-5, Class II-A-7, Class
II-A-9, Class II-A-12 and Class II-A-15 Certificates.
Fraud Loss Amount:
As of any date of determination
after the Cut-off Date, an amount
equal to: (X) prior to the first
anniversary
of the
Cut-off
Date an amount
equal to 3.00%
of the
aggregate
outstanding
principal
balance
of all of
the
Mortgage
Loans
as of the
Cut-off
Date
minus the
aggregate
amount of Fraud
Losses
allocated
solely to one or more
specific
Classes of Certificates
in accordance
with Section 4.05 of this Series
Supplement
since the
Cut-off
Date up to such
date of
determination,
(Y) from the
first to,
but not
including,
the second
anniversary
of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud
Loss
Amount as of the most
recent
anniversary
of the
Cut-off
Date and (b)
2.00% of the aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the
most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates in accordance with Section
4.05 since the most recent
anniversary of the Cut-off Date up to such date of
determination,
and (Z) from the second to, but not including,
the fifth
anniversary of the Cut-off Date, an
amount
equal
to (1)
the
lesser
of (a)
the
Fraud
Loss
Amount
as of
the
most
recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding
principal balance
of all of the Mortgage
Loans as of the most recent
anniversary of the Cut-off Date minus (2)
the
aggregate
amount of Fraud Losses
allocated
solely to one or more
specific
Classes of
Certificates
in
accordance
with
Section
4.05
since the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination.
On and after
the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount shall be zero.
The Fraud
Loss
Amount
may be further
reduced
by the
Master
Servicer
(including
accelerating
the manner in which such
coverage is reduced)
provided
that prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Group I Loans:
The Mortgage Loans designated on the Mortgage Loan Schedule as
Group I
Loans.
Group II Loans:
The Mortgage Loans
designated on the Mortgage Loan Schedule as Group
II Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4
and Class R-I Certificates, which relate to and are payable
primarily from the Group I Loans.
Group II Senior
Certificates:
The Class II-A-1,
II-A-2, Class II-A-3, Class II-A-4,
Class II-A-5, Class II-A-6,
Class II-A-7,
Class II-A-8,
Class II-A-9, Class II-A-10,
Class
II-A-11,
Class II-A-12,
Class II-A-13,
Class II-A-14,
Class II-A-15,
Class II-A-16, Class
II-A-17,
Class II-A-18,
Class II-A-19 and Class R-II
Certificates,
which relate to and are
payable primarily from the Group II Loans.
Initial
Monthly
Payment Fund:
With respect to the Group I Loans,
$0,
representing
scheduled
principal
amortization
and interest at the Net Mortgage
Rate payable
during the
October
2006 Due Period,
for those Group I Loans for which the Trustee
will not be entitled
to receive
such
payment.
With
respect to the Group II Loans,
$0,
representing
scheduled
principal
amortization
and interest at the Net Mortgage Rate payable during the October
2006
Due Period,
for those
Group II Loans for which the
Trustee
will not be entitled to receive
such payment.
Initial Notional Amount:
With respect to the Class I-A-3
Certificates,
$26,677,000,
with respect to the Class II-A-2 Certificates,
$104,890,000, with respect to the Class II-A-6
Certificates,
$31,550,000, with respect to the Class II-A-8 Certificates,
$53,340,000, with
respect to the Class
II-A-13
Certificates,
$22,368,000,
with respect to the Class
II-A-16
Certificates,
$40,744,973, with respect to the Class II-A-17 Certificates,
$50,083,287, with
respect to the Class
II-A-19
Certificates,
$14,887,157,
and with
respect to the Class A-V
Certificates
or Subclass
thereof issued
pursuant to Section
5.01(c) of the Standard Terms,
the
aggregate
Cut-off Date
Principal
Balance of the Mortgage
Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests
Z
represented
by such Class or
Subclass on such
date.
Initial
Subordinate
Class
Percentage:
With
respect to each
Class of
Subordinate
Certificates,
an
amount
which is
equal
to the
initial
aggregate
Certificate
Principal
Balance of such Class of Subordinate
Certificates
divided by the aggregate
Stated Principal
Balance of all the Mortgage Loans as of the Cut-off Date, as
follows:
Class M-1:
4.10%
Class B-1:
0.50%
Class M-2:
1.05%
Class B-2:
0.40%
Class M-3:
0.80%
Class B-3:
0.40%
Interest Accrual Period:
With respect to the Class I-A-1,
Class I-A-2,
Class I-A-3,
Class I-A-4, Class II-A-1,
Class II-A-3, Class II-A-4,
Class II-A-10,
Class II-A-11,
Class
II-A-17,
Class
II-A-18,
Class II-A-19,
and Class A-V
Certificates,
and any
Distribution
Date,
the calendar month
preceding the month in which such
Distribution
Date occurs.
With
respect to the Class II-A-1,
Class II-A-2,
Class II-A-5,
Class II-A-6,
Class II-A-7, Class
II-A-8, Class II-A-13,
Class II-A-14,
Class II-A-15 and Class II-A-16 Certificates,
and any
Distribution
Date, the period
beginning on the 25th day of the month
preceding the month in
which the
Distribution
Date
occurs
and
ending on the 24th day of the month in which
such
Distribution
Date occurs.
With respect to the Class II-A-9
Certificates
and Class
II-A-12
Certificates
and any
Distribution
Date,
other than with respect to the
Distribution
Date
occurring in October 2006,
the period
beginning on the
immediately
preceding
Distribution
Date and ending on the day immediately
preceding the current
Distribution Date. With respect
to
the
initial
Distribution
Date,
the
Interest
Accrual
Period
for
the
Class
II-A-9
Certificates
and Class II-A-12
Certificates is the period
beginning on the Closing Date and
ending on the day immediately preceding the initial Distribution
Date.
Interest Only Certificates:
Any one of the Class I-A-3,
Class II-A-2,
Class II-A-6,
Class
II-A-8,
Class
II-A-13,
Class
II-A-16,
Class
II-A-17,
Class II-A-19 and Class A-V
Certificates.
The Interest Only Certificates will have no Certificate Principal
Balance.
Inverse Floater
Certificates:
Any of the Class II-A-2,
Class II-A-6,
Class II-A-8,
Class II-A-13, Class II-A-14 and Class II-A-16 Certificates.
LIBOR:
With
respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for one-month
U.S.
Dollar
deposits,
expressed on a per
annum basis, determined in accordance with Section 1.03.
LIBOR
Business
Day:
Any day other than (i) a Saturday
or a Sunday or (ii) a day on
which banking
institutions
in the city of London,
England are required or authorized by law
to be closed.
Loan Group:
Either of Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Lockout
Certificates:
The Class I-A-4
Certificates,
Class II-A-4
Certificates and
Class II-A-10 Certificates.
Lockout
Percentage:
For any
Distribution
Date occurring prior to the
Distribution
Date in October 2011, 0%. For any
Distribution
Date occurring
thereafter,
as follows:
30%
for any
Distribution
Date on or after
October 2011 and prior to October
2012;
40% for any
Distribution
Date
on or
after
October
2012
and
prior
to
October
2013;
60%
for
any
Distribution
Date
on or
after
October
2013
and
prior
to
October
2014;
80%
for
any
Distribution
Date on or after
October
2014
and
prior to
October
2015;
and 100% for any
Distribution Date thereafter.
Maturity Date:
September 25, 2036, the Distribution
Date
immediately
following the
latest scheduled maturity date of any Mortgage Loan.
Mortgage:
With respect to each
Mortgage Note related to a Mortgage Loan which is not
a Cooperative
Loan, the mortgage,
deed of trust or other
comparable
instrument
creating a
first
lien on an estate in fee
simple or
leasehold
interest
in real
property
securing a
Mortgage
Note.
With respect to each
Obligation
to Pay related to a Sharia
Mortgage
Loan,
the Sharia Mortgage Loan Security Instrument.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit
One-I (with
respect to Loan Group I) and Exhibit
One-II (with respect to Loan Group
II) (in each
case,
as
amended
from
time to time to
reflect
the
addition
of
Qualified
Substitute Mortgage Loans),
which list or lists shall set forth the following
information as
to each Mortgage Loan in the related Loan Group:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial
scheduled monthly payment of principal,
if any, and interest
("ORIGINAL
P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which
the
Subservicing
Fee
accrues
("SUBSERV
FEE")
and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation residence; and
(xii)
a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured
by a non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set
forth all of the
information required.
Mortgage
Loans:
Such of the mortgage
loans,
including any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are
held or deemed to be held as a part of the Trust Fund, the Mortgage
Loans
originally so held
being
identified in the initial
Mortgage Loan Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund including,
without
limitation,
(i) with
respect to each Cooperative Loan, the related Mortgage Note,
Security
Agreement,
Assignment
of Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and
all rights appertaining
thereto,
(ii) with respect to each Sharia Mortgage Loan, the related
Obligation
to
Pay,
Sharia
Mortgage
Loan
Security
Instrument,
Sharia
Mortgage
Loan
Co-Ownership
Agreement,
Assignment
Agreement
and
Amendment
of
Security
Instrument
and
Mortgage
File and all rights
appertaining
thereto and (iii) with
respect to each
Mortgage
Loan other than a Cooperative
Loan or a Sharia
Mortgage
Loan,
each related
Mortgage Note,
Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness
of a
Mortgagor
under
a
Mortgage
Loan,
together
with
any
modification
thereto.
With respect to each Sharia
Mortgage Loan, the related
Obligation to
Pay.
Mortgage
Rate:
As to any
Mortgage
Loan,
the
interest
rate borne by the
related
Mortgage
Note, or any
modification
thereto other than a Servicing
Modification.
As to any
Sharia
Mortgage
Loan, the profit factor
described in the related
Obligation to Pay, or any
modification thereto other than a Servicing Modification.
Mortgagor:
The
obligor
on a Mortgage
Note,
or with
respect to a Sharia
Mortgage
Loan, the consumer on an Obligation to Pay.
Notional
Amount:
As of any
Distribution
Date,
(i) with respect to the Class I-A-3
Certificates,
an
amount
equal to the
Certificate
Principal
Balance
of the
Class
I-A-4
Certificates
immediately
prior to such
date,
provided,
however,
for
federal
income tax
purposes,
as of any
Distribution
Date,
with respect to the Class I-A-3
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest M immediately
prior to that date; (ii) with respect
to the Class II-A-2
Certificates,
an amount
equal to the
aggregate
Certificate
Principal
Balance of the Class II-A-1,
Class II-A-5 and Class II-A-7 Certificates
immediately prior to
such date, provided,
however,
for federal income tax purposes,
as of any Distribution Date,
with respect to the Class II-A-2 Certificates,
the equivalent of the foregoing,
expressed as
the aggregate
Uncertificated
Principal Balance of
Uncertificated
REMIC I Regular Interests
N,
Q and R
immediately
prior
to
that
date;
(iii)
with
respect
to
the
Class
II-A-6
Certificates,
an amount
equal to the
Certificate
Principal
Balance
of the
Class
II-A-5
Certificates
immediately
prior to such
date,
provided,
however,
for
federal
income tax
purposes,
as of any
Distribution
Date, with respect to the Class II-A-6
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest Q immediately
prior to that date; (iv) with respect
to the Class II-A-8
Certificates,
an amount equal to the
Certificate
Principal
Balance of
the Class II-A-7 Certificates
immediately prior to such date, provided,
however, for federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to
the
Class
II-A-8
Certificates,
the
equivalent of the
foregoing,
expressed as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interest R
immediately
prior to that date;
(v)
with respect to the Class II-A-13
Certificates,
an amount equal to the Certificate Principal
Balance of the Class II-A-12 Certificates
immediately prior to such date, provided,
however,
for federal
income tax
purposes,
as of any
Distribution
Date,
with
respect to the Class
II-A-13
Certificates,
the
equivalent
of the
foregoing,
expressed
as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interest U
immediately
prior to that
date;
(vi)
with
respect
to
the
Class
II-A-16
Certificates,
an
amount
equal
to
the
Certificate
Principal
Balance of the Class II-A-15
Certificates
immediately
prior to such
date, provided,
however,
for federal income tax purposes,
as of any Distribution Date, with
respect to the Class II-A-16 Certificates,
the equivalent of the foregoing,
expressed as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interest W immediately
prior to that date; (vii) with respect to the Class II-A-17
Certificates,
an amount equal to
the product of (x) a fraction,
the numerator of which is 0.377133187
and the
denominator of
which is 0.50,
and (y) the aggregate
Certificate
Principal
Balance of the Class II-A-4 and
Class II-A-10
Certificates
immediately prior to such date,
provided,
however,
for federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to the
Class
II-A-17
Certificates,
the
equivalent of the
foregoing,
expressed as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular Interest P immediately
prior to that date; (viii)
with
respect
to the
Class
II-A-19
Certificates,
an
amount
equal
to the
sum
(a)
the
Certificate
Principal
Balance of the Class II-A-12
Certificates
immediately
prior to such
date,
multiplied by a fraction,
the numerator of which is 1.714231208 and the denominator of
which is 6.50,
(b) the
Certificate
Principal
Balance
of the
Class
II-A-15
Certificates
immediately prior to such date,
multiplied by a fraction,
the numerator of which is 0.50 and
the
denominator
of which is 6.50,
and (c) the
Certificate
Principal
Balance of the Class
II-A-18 Certificates
immediately prior to such date, multiplied by a fraction,
the numerator
of which is 0.761414887 and the denominator of which is 6.50,
provided,
however, for federal
income
tax
purposes,
as of
any
Distribution
Date,
with
respect
to the
Class
II-A-19
Certificates,
the
equivalent of the
foregoing,
expressed as the
aggregate
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interests U, W and X immediately prior
to that date; and (ix) with respect to any Class A-V
Certificates or Subclass
thereof issued
pursuant to Section 5.01(c) of the Standard Terms, the aggregate
Stated Principal
Balance of
the
Mortgage
Loans
corresponding
to
the
Uncertificated
REMIC
I
Regular
Interests
Z
represented by such Class or Subclass immediately prior to such
date.
Obligation to Pay: The
originally
executed
obligation
to pay or similar
agreement
evidencing
the obligation of the consumer
under a Sharia
Mortgage
Loan,
together with any
modification thereto.
Pass-Through
Rate:
With
respect
to
the
Senior
Certificates
(other
than
the
Adjustable
Rate,
Class A-V and Class A-P
Certificates),
Class M
Certificates
and Class B
Certificates
and any
Distribution
Date,
the per annum
rates set forth in the
Preliminary
Statement hereto.
o
With
respect
to the Class
II-A-1
Certificates
and the
initial
Interest
Accrual
Period,
6.03% per annum, and as to any Interest Accrual Period
thereafter,
a
per annum
rate
equal to LIBOR plus
0.70%,
subject to a maximum
rate of the
Available Funds Cap and a minimum rate of 0.70% per annum.
For federal income
tax purposes, the Pass-Through Rate described above will be subject
to a
maximum rate equal to 6.25%.
o
With
respect
to the Class
II-A-2
Certificates
and the
initial
Interest
Accrual
Period,
0.22% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to 5.55%
minus
LIBOR,
with a maximum
rate of
5.55% per annum and a minimum rate of 0.00% per annum.
o
With
respect
to the Class
II-A-5
Certificates
and the
initial
Interest
Accrual
Period,
5.58% per annum, and as to any Interest Accrual Period
thereafter,
a
per annum
rate
equal to LIBOR plus
0.25%,
subject to a maximum
rate of the
Available Funds Cap and a minimum rate of 0.25% per annum.
For federal income
tax purposes, the Pass-Through Rate described above will be subject
to a
maximum rate equal to 6.25%.
o
With
respect
to the Class
II-A-6
Certificates
and the
initial
Interest
Accrual
Period,
0.45% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to 6.00%
minus
LIBOR,
with a maximum
rate of
6.00% per annum and a minimum rate of 0.00% per annum.
o
With
respect
to the Class
II-A-7
Certificates
and the
initial
Interest
Accrual
Period,
5.98% per annum, and as to any Interest Accrual Period
thereafter,
a
per annum rate equal to LIBOR plus 0.65%,
with a maximum rate of the Available
Funds Cap and a minimum rate of 0.65% per annum.
For federal income
tax purposes, the Pass-Through Rate described above will be subject
to a
maximum rate equal to 6.50%.
o
With
respect
to the Class
II-A-8
Certificates
and the
initial
Interest
Accrual
Period,
0.30% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to 5.85%
minus
LIBOR,
with a maximum
rate of
5.85% per annum and a minimum rate of 0.00% per annum.
o
With
respect
to the Class
II-A-9
Certificates
and the
initial
Interest
Accrual
Period,
5.71% per annum, and as to any Interest Accrual Period
thereafter,
a
per annum rate equal to LIBOR plus
0.38%,
with a maximum
rate of the product
of (x) 8.00% per annum and (y) a
fraction,
the
numerator
of which is 30 and
the
denominator of which is the actual number of days in the related
Interest
Accrual Period, and a minimum rate of 0.38% per annum.
o
With
respect to the Class
II-A-12
Certificates
and the
initial
Interest
Accrual
Period,
5.53% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to LIBOR plus 0.20%,
with a maximum rate of the
product of (x) 7.00% per annum and (y) a fraction,
the
numerator
of which is
30 and the
denominator
of which is the actual
number of days in the
related
Interest Accrual Period, and a minimum rate of 0.20% per annum.
o
With
respect to the Class
II-A-13
Certificates
and the
initial
Interest
Accrual
Period,
2.523% per annum, and as to any Interest Accrual Period thereafter,
a
per
annum
rate
equal
to
7.50%
minus
(x) the
sum of
LIBOR
plus
0.20%,
multiplied
by (y) a fraction,
the
numerator of which is the actual number of
days in the related
Interest
Accrual
Period and the
denominator of which is
30,
with a maximum
rate of 7.30%
per
annum and a minimum
rate of 0.00% per
annum.
o
With
respect to the Class
II-A-14
Certificates
and the
initial
Interest
Accrual
Period,
11.242434192%
per
annum,
and
as to
any
Interest
Accrual
Period
thereafter,
will be a per annum rate
equal to (a) 8.00%
minus (x) the sum of
LIBOR plus 0.38%,
multiplied by (y) a fraction,
the numerator of which is the
actual
number
of
days
in
the
related
Interest
Accrual
Period
and
the
denominator
of which is 30,
multiplied
by (b)
3.9295470787,
with a maximum
rate of 31.43637663% per annum and a minimum rate of 0.00% per
annum.
o
With
respect to the Class
II-A-15
Certificates
and the
initial
Interest
Accrual
Period,
5.83% per annum, and as to any Interest Accrual Period
thereafter,
a
per annum rate equal to LIBOR plus
0.50%,
with a maximum
rate of 7.00% and a
minimum rate of 0.50% per annum.
o
With
respect to the Class
II-A-16
Certificates
and the
initial
Interest
Accrual
Period,
1.17% per annum,
and as to any Interest
Accrual
Period
thereafter,
will be a per annum rate equal to 6.50%
minus
LIBOR,
with a maximum
rate of
6.50% per annum and a minimum rate of 0.00% per annum.
With respect to the Class A-V Certificates
(other than any Subclass
thereof) and any
Distribution
Date, a rate equal to the weighted
average,
expressed as a percentage,
of the
Pool
Strip
Rates
of all
Mortgage
Loans
as of the Due
Date in the
related
Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances of such Mortgage Loans as
of the day
immediately
preceding
such
Distribution
Date (or,
with respect to the initial
Distribution
Date, at the close of business on the Cut-off
Date).
With respect to the Class
A-V Certificates and the initial
Distribution
Date the Pass-Through Rate is equal to 0.4937%
per annum.
With
respect
to any
Subclass
of Class A-V
Certificates
and any
Distribution
Date,
a rate equal to the weighted
average,
expressed
as a
percentage,
of the Pool Strip
Rates of all Mortgage Loans
corresponding to the
Uncertificated
REMIC I Regular Interests Z
represented
by such
Subclass as of the Due Date in the
related Due Period,
weighted on the
basis
of the
respective
Stated
Principal
Balances
of such
Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or with respect to the initial
Distribution
Date, at the close of business on the Cut-off
Date).
The Principal
Only
Certificates
have
no Pass-Through Rate and are not entitled to Accrued Certificate
Interest.
Pool Strip Rate:
With
respect to each
Mortgage
Loan, a per annum rate equal to the
excess of (a) the Net Mortgage
Rate of such
Mortgage Loan over (b) the Discount Net Mortgage
Rate of such Mortgage Loan (but not less than 0.00% per annum).
Prepayment
Assumption:
With respect to Loan Group I, the prepayment assumption to be
used for
determining
the accrual of original issue discount and premium and market
discount
on the
Group I
Senior
Certificates
for
federal
income
tax
purposes,
which
assumes
a
prepayment
rate equal to the product of (x) 100% and (y) a constant
prepayment
rate of 8.0%
per annum of the then
outstanding
principal
balance of the
related
Mortgage
Loans in the
first month of the life of such
Mortgage
Loans and an
additional
approximately
1.0909091%
per annum in each month
thereafter
until the twelfth
month,
and
beginning
in the twelfth
month and in each month
thereafter
during the life of the related Mortgage Loans, a constant
prepayment rate of 20.0% per annum.
With respect to Loan Group II and the Group II Senior
Certificates,
and with respect
to all the Mortgage Loans and the Subordinate
Certificates,
the prepayment
assumption to be
used for
determining
the accrual of original issue discount and premium and market
discount
on the Group II Senior
Certificates
and
Subordinate
Certificates
for
federal
income tax
purposes,
which
assumes
a
prepayment
rate
equal
to the
product
of (x)
100% and (y) a
constant
prepayment rate of 10.0% per annum of the then outstanding
principal balance of the
related
Mortgage
Loans
in the
first
month
of the
life of
such
Mortgage
Loans
and an
additional
approximately
1.272727%
per annum in each
month
thereafter
until the
twelfth
month,
and
beginning in the twelfth
month and in each month
thereafter
during the life of
the related Mortgage Loans, a constant prepayment rate of 24.0% per
annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates
and each Loan Group,
under the
applicable
circumstances
set forth below, the respective percentages set forth below:
(i)
For any
Distribution
Date
prior to the
Distribution
Date in
October
2011
(unless the Certificate
Principal Balances of the related Senior
Certificates
(other than the related
Class A-P
Certificates),
have been reduced to zero),
0%.
(ii)
For any Distribution
Date not discussed in clause (i) above on which any Class
of Subordinate Certificates are outstanding:
(a)
in the
case
of
the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and each other
Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a
percentage,
the numerator of which is
the Certificate
Principal Balance of such Class immediately prior to such date
and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the Class of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all
other
Classes
of
Subordinate
Certificates
for which
the
respective
Prepayment
Distribution
Triggers have been satisfied; and
(b)
in the case of each other Class of Subordinate Certificates for
which the Prepayment Distribution Triggers have not been satisfied,
0%; and
(iii)
Notwithstanding the foregoing,
if the application of the foregoing percentages on any
Distribution
Date as
provided
in
Section
4.02 of
this
Series
Supplement
(determined
without
regard to the proviso to the
definition of
"Subordinate
Principal
Distribution
Amount") would result in a distribution
in respect of
principal
of any Class or Classes
of
Subordinate
Certificates
in an amount
greater than the
remaining
Certificate
Principal
Balance
thereof (any such
class, a "Maturing Class"),
then: (a) the Prepayment
Distribution
Percentage
of each
Maturing
Class
shall be reduced
to a level
that,
when
applied as
described
above,
would exactly reduce the
Certificate
Principal
Balance of
such Class to zero;
(b) the Prepayment
Distribution
Percentage of each other
Class of
Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class")
shall be
recalculated
in accordance
with the
provisions
in paragraph
(ii)
above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced
to
zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions
in
the
Prepayment
Distribution
Percentages of the Maturing
Class or Classes
pursuant to clause
(a) of this sentence,
expressed as an aggregate percentage, shall be allocated
among the Non-Maturing
Classes in proportion to their respective
Recalculated
Percentages
(the
portion of such
aggregate
reduction
so
allocated
to any
Non-Maturing Class, the "Adjustment Percentage");
and (d) for purposes of such
Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above
as if the
Certificate
Principal
Balance of each Maturing
Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment
Distribution
Trigger: With respect to any Distribution Date and any Class
of
Subordinate
Certificates
(other than the Class M-1
Certificates),
a test that shall be
satisfied if the fraction
(expressed
as a
percentage)
equal to the sum of the
Certificate
Principal
Balances
of such Class and each
Class of
Subordinate
Certificates
with a Lower
Priority
than
such
Class
immediately
prior
to
such
Distribution
Date
divided
by the
aggregate
Stated
Principal
Balance
of
all of
the
Mortgage
Loans
(or
REO
Properties)
immediately
prior
to such
Distribution
Date is
greater
than or
equal
to the sum of the
Initial
Subordinate
Class
Percentages
of
such
Class
and
each
Class
of
Subordinate
Certificates with a Lower Priority.
Principal Only Certificates:
The Class A-P Certificates.
Record Date: With respect to each
Distribution
Date and each Class of
Certificates,
other than the Adjustable Rate
Certificates
that are Book-Entry
Certificates,
the close of
business
on the last
Business
Day of the month
preceding
the
month in which the
related
Distribution
Date occurs.
With respect to each
Distribution
Date and the
Adjustable
Rate
Certificates
that are
Book-Entry
Certificates,
the close of business on the
Business
Day
immediately preceding such Distribution Date.
Related Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those classes
of Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC
I Regular Interest in the definition of Uncertificated REMIC I
Regular Interest.
REMIC
I:
The
segregated
pool
of
assets
(exclusive
of
the
Yield
Maintenance
Agreements,
which are not assets of any REMIC),
with respect to which a REMIC election is to
be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files,
(ii)
all payments and
collections in respect of the Mortgage Loans due after
the Cut-off
Date (other than
Monthly
Payments due in the month of the
Cut-off Date) as shall be on deposit in the Custodial
Account or in the
Certificate
Account
and
identified
as
belonging
to the Trust Fund,
including the proceeds
from the
liquidation
of Additional
Collateral
for any
Additional
Collateral
Loan,
but
not
including
amounts
on
deposit in the Initial Monthly Payment Fund,
(iii)
property
which
secured a Mortgage Loan and which has been acquired for
the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard insurance
policies and Primary Insurance
Policies,
if any,
the Pledged
Assets with respect to each Pledged Asset Mortgage Loan, if
any,
and the interest in the Surety Bond,
if any,
transferred
to the
Trustee pursuant to Section 2.01 herein, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II: The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I
Regular
Interests
conveyed
in trust to the
Trustee
for the benefit of the holders of each
Class of Certificates
(other than the Class R-I Certificates)
pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
Senior
Accelerated
Distribution
Percentage:
With respect to any Loan Group and any
Distribution
Date occurring on or prior to the 60th
Distribution
Date,
100%.
With respect
to any Distribution Date thereafter and such Loan Group as follows:
(i)
for any
Distribution
Date
after the 60th
Distribution
Date but on or prior to the
72nd Distribution
Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution
Date;
(ii)
for any
Distribution
Date
after the 72nd
Distribution
Date but on or prior to the
84th Distribution
Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution
Date;
(iii)
for any
Distribution
Date
after the 84th
Distribution
Date but on or prior to the
96th Distribution
Date, the related Senior Percentage for such Distribution Date plus
40% of the related Subordinate Percentage for such Distribution
Date;
(iv)
for any
Distribution
Date
after the 96th
Distribution
Date but on or prior to the
108th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(v)
for
any
Distribution
Date
thereafter,
the
related
Senior
Percentage
for
such
Distribution Date;
provided, however,
(i) that any scheduled
reduction to the Senior
Accelerated
Distribution
Percentage
described
above for either
Loan Group
shall not occur as of any
Distribution
Date
unless
either:
(a)(1)(X) the outstanding
principal balance of the Mortgage Loans in both Loan
Groups delinquent 60 days or more (including
Mortgage Loans which are in foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last
six
months,
as a
percentage
of
the
aggregate
outstanding
Certificate
Principal
Balance
of
the
Subordinate
Certificates,
is less than 50% or (Y) the outstanding
principal balance
of Mortgage Loans in both Loan Groups
delinquent 60 days or more (including
Mortgage
Loans which are in foreclosure,
have been foreclosed or otherwise liquidated, or with
respect to which the
Mortgagor is in bankruptcy
and any REO Property)
averaged over
the last six months,
as a percentage of the aggregate
outstanding
principal balance
of all Mortgage Loans in the both Loan Groups averaged over the
last six months,
does
not exceed 2% and (2)
Realized
Losses on the
Mortgage
Loans in both Loan Groups to
date for such Distribution Date if occurring during the sixth,
seventh,
eighth, ninth
or tenth year (or any year thereafter)
after the Closing Date are less than 30%, 35%,
40%,
45% or
50%,
respectively,
of the
sum of the
Initial
Certificate
Principal
Balances of the Subordinate Certificates; or
(b)(1) the outstanding
principal balance of Mortgage Loans in both Loan Groups
delinquent 60 days or more (including
Mortgage Loans which are in
foreclosure,
have
been foreclosed or otherwise liquidated,
or with respect to which the Mortgagor is in
bankruptcy
and any REO Property)
averaged over the last six months,
as a percentage
of the aggregate
outstanding
principal
balance of all Mortgage
Loans averaged over
the last six months,
does not exceed 4% and (2) Realized Losses on the Mortgage Loans
in both Loan
Groups to date for such
Distribution
Date,
if
occurring
during
the
sixth,
seventh,
eighth,
ninth or tenth
year (or any
year
thereafter)
after
the
Closing Date are less than 10%, 15%, 20%, 25% or 30%, respectively,
of the sum of the
Initial Certificate Principal Balances of the Subordinate
Certificates; and
(ii) that for any Distribution
Date on which the related Senior Percentage is greater
than the related
Senior
Percentage as of the Closing Date,
the related
Senior
Accelerated
Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of the
Certificate
Principal
Balances
of the
Senior
Certificates
related
to a Loan
Group
(other
than the
Class A-P
Certificates,
if any) to zero, the related Senior Accelerated
Distribution
Percentage shall
thereafter be 0%.
Senior
Certificate:
Any one of the Group I
Senior,
Group II
Senior,
Class A-P or
Class
A-V
Certificates,
executed
by the
Trustee
and
authenticated
by
the
Certificate
Registrar substantially in the form annexed to the Standard Terms
as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount:
With respect to any Distribution Date and Loan
Group,
the
amount of
Accrued
Certificate
Interest
required
to be
distributed
from the
related Available
Distribution
Amount to the Holders of the related Senior
Certificates for
that Distribution Date.
Senior Percentage:
The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal
Distribution
Amount: With respect to any Distribution Date and Loan
Group the lesser of (a) the balance of the related
Available
Distribution
Amount
remaining
after the
distribution
of all
amounts
required
to be
distributed
therefrom
pursuant to
Section 4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any amount
distributable
pursuant
to clause (E) of the
definition of "Class A-P Principal
Distribution
Amount"),
and (b) the
sum of
the
amounts
required
to be
distributed
to the
Senior
Certificateholders
of the
related
Certificate
Group on such
Distribution
Date
pursuant to Sections
4.02(a)(ii)(Z),
4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates:
Any of the Class II-A-10 Certificates.
Sharia Mortgage Loan: A declining balance co-ownership
transaction,
structured so as
to comply with Islamic religious law.
Sharia
Mortgage
Loan
Co-Ownership
Agreement:
The
agreement
that
defines
the
relationship
between the consumer and
co-owner
and the parties'
respective
rights under a
Sharia
Mortgage
Loan,
including
their
respective
rights
with
respect to the indicia of
ownership of the related Mortgaged Property.
Sharia Mortgage Loan Security Instrument:
The mortgage,
security instrument or other
comparable
instrument
creating a first lien on an estate in fee simple or leasehold
interest
in real property securing an Obligation to Pay.
Special
Hazard
Amount:
As of any
Distribution
Date, an amount equal to $5,412,917
minus the sum of (i) the aggregate
amount of Special
Hazard Losses
allocated
solely to one
or more
specific
Classes of
Certificates
in
accordance
with
Section 4.05 of this Series
Supplement
and (ii) the
Adjustment
Amount (as defined
below) as most recently
calculated.
For
each
anniversary
of the
Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated
in accordance
with the
preceding
sentence
(without
giving
effect to the
deduction
of the
Adjustment
Amount
for such
anniversary)
exceeds the greater of (A) the
greater of (i) the
product of the Special
Hazard
Percentage
for such
anniversary
multiplied
by the
outstanding
principal
balance of all the Mortgage
Loans on the
Distribution
Date
immediately
preceding such
anniversary
and (ii) twice the
outstanding
principal
balance of the Mortgage
Loan with the largest
outstanding
principal
balance
as of the
Distribution
Date
immediately
preceding
such
anniversary
and (B) the
greater of (i) the product of 0.50%
multiplied by the
outstanding
principal
balance of all
Mortgage Loans on the Distribution Date immediately
preceding such anniversary
multiplied by
a fraction,
the numerator of which is equal to the aggregate
outstanding
principal
balance
(as of the immediately
preceding
Distribution
Date) of all of the Mortgage Loans secured by
Mortgaged
Properties located in the State of California divided by the
aggregate
outstanding
principal balance (as of the immediately
preceding
Distribution Date) of all of the Mortgage
Loans,
expressed as a
percentage,
and the
denominator
of which is equal to 17.24%
(which
percentage
is equal to the
percentage
of
Mortgage
Loans by
aggregate
principal
balance
initially
secured by Mortgaged
Properties
located in the State of California)
and (ii) the
aggregate outstanding
principal balance (as of the immediately
preceding
Distribution Date)
of the
largest
Mortgage
Loan
secured
by a
Mortgaged
Property
(or,
with
respect
to a
Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The Special
Hazard Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner
in which
coverage
is
reduced)
provided
that
prior to any such
reduction,
the Master Servicer shall (i) obtain written
confirmation from each Rating Agency
that such
reduction
shall not reduce the rating
assigned
to any Class of
Certificates
by
such Rating Agency below the lower of the
then-current
rating or the rating assigned to such
Certificates
as of the
Closing
Date by such Rating
Agency and (ii)
provide a copy of such
written confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary of the Cut-off Date, the greater
of (i) 1.0% and (ii) the largest
percentage
obtained by dividing the
aggregate
outstanding
principal
balance (as of
immediately
preceding
Distribution
Date) of the
Mortgage
Loans
secured by Mortgaged
Properties
located in a single,
five-digit
zip code area in the State
of
California
by the
outstanding
principal
balance
of all the
Mortgage
Loans as of the
immediately preceding Distribution Date.
Subordinate
Certificate:
Any one of the Class M Certificates or Class B-1, Class B-2
and Class B-3
Certificates,
executed
by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in
the
form
annexed
hereto
as
Exhibit
B
and
Exhibit
C,
respectively.
Subordinate Class
Percentage:
With respect to any Distribution Date and any Class of
Subordinate
Certificates,
a fraction,
expressed as a percentage,
the numerator of which is
the
aggregate
Certificate
Principal
Balance
of such
Class
of
Subordinate
Certificates
immediately
prior
to
such
date
and the
denominator
of
which
is the
aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or REO
Properties)
(other than the Discount
Fraction of each Discount Mortgage Loan) immediately prior to such
Distribution Date.
Subordinate
Percentage:
With
respect
to
any
Loan
Group,
as
of
any
date
of
determination a percentage equal to 100% minus the related Senior
Percentage as of that date.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and
Loan Group and each
Class of
Subordinate
Certificates,
(a) the sum of the
following:
(i)
such
Class's
pro rata share,
based on the
Certificate
Principal
Balance of each Class of
Subordinate
Certificates
then
outstanding,
of
the
aggregate
of the
amounts
calculated
(without giving effect to the related Senior
Percentages) for such
Distribution Date for the
related Loan Group under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Z)(A)
to the extent
not payable to the related
Senior
Certificates;
(ii) such Class's pro rata share,
based on
the
Certificate
Principal
Balance
of
each
Class
of
Subordinate
Certificates
then
outstanding,
of the principal collections described in Section
4.02(a)(ii)(Z)(B)(b)
for the
related Loan Group
(without
giving
effect to the related
Senior
Accelerated
Distribution
Percentages)
to the extent such
collections
are not
otherwise
distributed
to the related
Senior Certificates;
(iii) the product of (x) the related Prepayment
Distribution Percentage
and
(y)
the
aggregate
of all
Principal
Prepayments
in
Full
received
in
the
related
Prepayment
Period and Curtailments
received in the preceding
calendar month for the related
Loan Group (other than the related
Discount
Fraction of such
Principal
Prepayments in Full
and Curtailments
with respect to a related Discount
Mortgage Loan) to the extent not payable
to the
related
Senior
Certificates;
(iv)
if
such
Class
is
the
Class
of
Subordinate
Certificates with the Highest Priority,
any related Excess
Subordinate
Principal Amount for
the
related
Loan
Group
for
such
Distribution
Date
not
paid
to
the
related
Senior
Certificates;
and (v) any amounts
described in clauses (i), (ii) and (iii) as determined for
any previous
Distribution
Date,
that remain
undistributed
to the extent that such amounts
are not
attributable
to Realized
Losses which have been allocated to a Class of Subordinate
Certificates
minus (b) the sum of (i) with respect to the Class of
Subordinate
Certificates
with
the
Lowest
Priority,
any
related
Excess
Subordinate
Principal
Amount
for
such
Distribution
Date;
and (ii) the related
Capitalization
Reimbursement
Amount for such Loan
Group and Distribution
Date, other than the related Discount
Fraction of any portion of that
amount related to each related
Discount
Mortgage Loan in the related Loan Group,
multiplied
by a fraction,
the numerator of which is the Subordinate
Principal
Distribution
Amount for
such Class of
Subordinate
Certificates,
without giving effect to this clause
(b)(ii),
and
the denominator of which is the sum of the principal
distribution
amounts for all Classes of
Certificates
(other
than
the
Class
A-P
Certificates),
without
giving
effect
to
any
reductions for the Capitalization Reimbursement Amount.
Super Senior Certificates:
Any of the Class II-A-7 Certificates.
Uncertificated
Accrued Interest:
With respect to each
Distribution
Date, (i) as to
each Uncertificated
REMIC I Regular Interest other than each
Uncertificated
REMIC I Regular
Interest Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest
that
would
result
under
the
terms
of
the
definition
thereof
on
the
Related
Classes
of
Certificates
(excluding
any Interest Only
Certificates)
if the
Pass-Through
Rate on such
Classes were equal to the
Uncertificated
Pass-Through
Rate on such
Uncertificated
REMIC I
Regular
Interest,
(ii) as to
each
Uncertificated
REMIC
I
Regular
Interest
Z and
each
Uncertificated
REMIC II Regular
Interest Z, an amount
equal to one month's
interest at the
Pool Strip Rate of the related
Mortgage Loan on the
principal
balance of such Mortgage Loan
reduced by such
Interest's
pro-rata
share of any
prepayment
interest
shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated
Pass-Through
Rate: With respect to each of the
Uncertificated
REMIC
I Regular
Interests,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the per
annum rate
specified in the
definition of
Uncertificated
REMIC I Regular
Interests.
With
respect to each
Uncertificated
REMIC I Regular Interest Z and each
Uncertificated
REMIC II
Regular Interest Z, the Pool Strip Rate for the related Mortgage
Loan.
Uncertificated
Principal
Balance:
With
respect
to
each
Uncertificated
REMIC
I
Regular Interest, as defined in the definition of Uncertificated
REMIC I Regular Interests.
Uncertificated
REMIC
I
Regular
Interests:
The
Uncertificated
REMIC
I
Regular
Interests Z together with the interests
identified in the table below,
each
representing an
undivided beneficial ownership interest in REMIC I, and having the
following characteristics:
1.
The
principal
balance
from
time to time
of
each
Uncertificated
REMIC I
Regular Interest
identified in the table below shall be the amount identified
as the Initial Principal
Balance thereof in such table,
minus the sum of (x)
the aggregate of all amounts
previously
deemed
distributed
with respect to
such
interest
and
applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant
to
Section
10.04(a)(ii)
and
(y)
the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed
to have
occurred
in
connection with Realized Losses that were previously
deemed
allocated to the
Uncertificated
Principal
Balance
of such
Uncertificated
REMIC
I
Regular
Interest
pursuant to Section 10.04(d),
which equals the aggregate
principal
balance
of
the
Classes
of
Certificates
identified
as
related
to
such
Uncertificated REMIC I Regular Interest in such table.
2.
The Uncertificated
Pass-Through Rate for each Uncertificated
REMIC I Regular
Interest
identified
in the table below shall be the per annum rate set forth
in the Pass-Through Rate column of such table.
3.
The
Uncertificated
REMIC I
Distribution
Amount
for each
REMIC I
Regular
Interest
identified in the table below shall be, for any
Distribution
Date,
the amount
deemed
distributed
with respect to such
Uncertificated
REMIC I
Regular
Interest on such
Distribution
Date
pursuant to the
provisions
of
Section 10.04(a).
-------------------------- ---------------------------
--------------------- ------------------
UNCERTIFICATED REMIC I
RELATED CLASSES OF
PASS-THROUGH RATE
INITIAL
REGULAR INTEREST
CERTIFICATES
PRINCIPAL BALANCE
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
L
I-A-1, I-A-2, R-II, M-1,
6.50%
$140,244,816.35
M-2, M-3, B-1, B-2, B-3
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
M
I-A-3, I-A-4
6.50%
$26,677,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
N
II-A-1, II-A-2
6.25%
$20,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
O
II-A-3
6.00%
$40,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
P
II-A-4, II-A-10, II-A-17
6.377133187%
$66,400,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
Q
II-A-2, II-A-5, II-A-6
6.25%
$31,550,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
R
II-A-2, II-A-7, II-A-8
6.50%
$53,340,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
S
II-A-9
The Pass-Through
$6,367,666.00
Rate for the Class
II-A-9 Certificates
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
T
II-A-11
5.00%
$40,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
U
II-A-12, II-A-13, II-A-19
9.214231208%
$22,368,000.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
V
II-A-14
The Pass-Through
$1,620,458.00
Rate for the Class
II-A-14 Certificates
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
W
II-A-15, II-A-16, II-A-19
7.50%
$40,744,973.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
X
I-A-18, II-A-19
6.511414887%
$49,972,903.00
-------------------------- ---------------------------
--------------------- ------------------
-------------------------- ---------------------------
--------------------- ------------------
Y
CLASS A-P
0.00%
$2,005,760.55
-------------------------- ---------------------------
--------------------- ------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each
of
the
2,685
uncertificated
partial undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 2,685,
each relating to the particular
Mortgage Loan identified by such sequential
number on the
Mortgage
Loan
Schedule,
each having no principal
balance,
and each bearing
interest
at the
respective
Pool Strip Rate on the Stated
Principal
Balance of the related
Mortgage Loan.
Uncertificated REMIC I Regular Interests Z
Distribution
Amount:
With respect to any
Distribution
Date, the sum of the amounts
deemed
to be
distributed
on
the
Uncertificated
REMIC
I
Regular
Interests
Z for
such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC I Regular Interest
Distribution
Amounts:
With respect to each
Uncertificated
REMIC I
Regular
Interest,
other
than the
Uncertificated
REMIC I
Regular
Interests
Z,
the
amount
specified
as
the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount with respect thereto in the definition of Uncertificated
REMIC I Regular
Interests.
With
respect
to
the
Uncertificated
REMIC
I
Regular
Interests
Z,
the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC
II
Regular
Interests
Z:
Each
of the
2,685
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II numbered
sequentially from 1
through
2,685,
each
relating to the
identically
numbered
Uncertificated
REMIC I Regular
Interests
Z, each having no
principal
balance
and bearing
interest at a rate equal to the
related Pool Strip Rate on the Stated
Principal
Balance of the Mortgage
Loan related to the
identically
numbered
Uncertificated
REMIC
I
Regular
Interests
Z,
comprising
such
Uncertificated
REMIC II
Regular
Interests
Z's pro rata
share
of the
amount
distributed
pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular Interests
Distribution
Amount:
With respect to any
Distribution
Date,
the sum of the amounts
deemed to be
distributed
on the
Uncertificated
REMIC I Regular Interests Z for such Distribution Date pursuant to
Section 10.04(a).
Undercollateralized
Amount:
With
respect
any
Certificate
Group and
Distribution
Date,
the excess of (i) the
aggregate
Certificate
Principal
Balance
of such
Certificate
Group over (ii) the aggregate
Stated
Principal
Balance of the Mortgage Loans in the related
Loan
Group,
in each
case
calculated
on such
Distribution
Date
after
giving
effect to
distributions
to be made thereon
(other than amounts to be
distributed
pursuant to Section
4.02(i) on such Distribution Date).
Undercollateralized
Certificate
Group:
With
respect
any
Distribution
Date,
a
Certificate Group for which the related Undercollateralized Amount
exceeds zero.
Underwriters:
Credit Suisse Securities (USA) LLC and GMAC RFC Securities.
Yield Maintenance
Agreement:
Each of the Class II-A-1 Yield
Maintenance
Agreement,
Class II-A-5 Yield Maintenance Agreement and Class II-A-7 Yield
Maintenance Agreement.
Yield
Maintenance
Agreement Excess Amount:
For any Distribution
Date, with respect
to each Yield
Maintenance
Agreement,
the
excess,
if any, of (i) the amount paid under the
related
Yield
Maintenance
Agreement
on
such
Distribution
Date
over
(ii)
the
amount
calculated in accordance with the definition of Yield Maintenance
Payment.
Yield
Maintenance
Agreement
Provider:
Credit
Suisse
International,
and
its
successors
and
assigns
or any party to any
replacement,
substitute,
collateral
or other
arrangement in lieu thereof.
Yield
Maintenance
Payment:
(a) For any Distribution Date and the Class II-A-1 Yield
Maintenance
Agreement,
the payment,
if any, to the holders of the Class II-A-1 Certificates
from
amounts paid under the Class II-A-1
Yield
Maintenance
Agreement.
With respect to any
Distribution Date and the Class II-A-1
Certificates,
the Yield Maintenance
Payment shall be
the amount equal to (a) the product of (i) the positive
excess,
if any, of (A) the lesser of
(x) LIBOR and (y) 8.80% per annum,
over (B) 5.55% per
annum,
and (ii) the lesser of (x) the
Certificate
Principal
Balance
of the Class
II-A-1
Certificates
immediately
prior to the
related
Distribution
Date,
and (y) the amount set forth for that
Distribution
Date in the
Additional Terms table in the Class II-A-1 Yield Maintenance
Agreement.
(b) For any Distribution
Date and the Class II-A-5 Yield Maintenance
Agreement,
the
payment,
if any, to the holders of the Class II-A-5
Certificates from amounts paid under the
Class II-A-5
Yield
Maintenance
Agreement.
With
respect to any
Distribution
Date and the
Class II-A-5
Certificates,
the Yield
Maintenance
Payment
shall be the amount equal to (a)
the product of (i) the positive
excess,
if any, of (A) the lesser of (x) LIBOR and (y) 9.25%
per annum,
over (B) 6.00% per annum,
and (ii) the
lesser of (x) the
Certificate
Principal
Balance of the Class II-A-5 Certificates
immediately prior to the related
Distribution Date,
and (y) the amount set forth for that
Distribution
Date in the Additional Terms table in the
Class II-A-5 Yield Maintenance Agreement.
(c) For any Distribution
Date and the Class II-A-7 Yield Maintenance
Agreement,
the
payment,
if any, to the holders of the Class II-A-7
Certificates from amounts paid under the
Class II-A-7
Yield
Maintenance
Agreement.
With
respect to any
Distribution
Date and the
Class II-A-7
Certificates,
the Yield
Maintenance
Payment
shall be the amount equal to (a)
the
product
of (i) the
positive
excess,
if any,
of (A) the
lesser
of (x) LIBOR and (y)
11.35%
per
annum,
over (B)
5.85% per
annum,
and (ii) the
lesser of (x) the
Certificate
Principal
Balance
of
the
Class
II-A-7
Certificates
immediately
prior
to
the
related
Distribution
Date, and (y) the amount set forth for that
Distribution Date in the Additional
Terms
table
in the
Class
II-A-7
Yield
Maintenance
Agreement,
plus,
to the
extent
of
available funds
remaining in the Reserve Fund after
withdrawal of the amount set forth above
in this
clause
(c),
an amount
calculated
as
follows
for such
Distribution
Date or any
previous
Distribution
Date: the positive excess,
if any, of (A) the lesser of (x) LIBOR and
(y) 11.35% per annum,
over (B) 5.85% per annum,
multiplied by the positive
excess,
if any,
of the Certificate
Principal
Balance of the Class II-A-7
Certificates
immediately prior to
the
related
Distribution
Date over the amount set forth for that
Distribution
Date in the
Additional Terms table in the Class II-A-7 Yield Maintenance
Agreement.
Section
1.02
Use of Words and Phrases.
"Herein," "hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter" and other
equivalent
words refer to the Pooling and
Servicing
Agreement
as a whole.
All
references
herein to Articles,
Sections or Subsections shall mean the corresponding
Articles,
Sections
and
Subsections
in the Pooling and Servicing
Agreement.
The
definitions
set forth herein
include both the singular and the plural.
References in the Pooling and Servicing
Agreement to "interest" on and "principal" of
the Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans,
amounts in respect
profit payments and acquisition payments, respectively.
Section 1.03. Determination of LIBOR.
LIBOR applicable to the calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates
for any
Interest
Accrual
Period
(other
than the
initial
Interest
Accrual
Period) will be determined as described below:
On each
Distribution
Date,
LIBOR shall be established by the Trustee and, as to any
Interest
Accrual
Period,
will equal the rate for one month United
States
dollar
deposits
that
appears on the
Telerate
Screen Page 3750 of the
Moneyline
Telerate
Capital
Markets
Report as of 11:00 a.m.,
London
time,
on the second
LIBOR
Business Day prior to the first
day of such Interest
Accrual Period ("LIBOR Rate
Adjustment
Date").
"Telerate
Screen Page
3750" means the display
designated
as page 3750 on the Telerate
Service (or such other page
as may
replace
page 3750 on that
service
for the purpose of
displaying
London
interbank
offered rates of major
banks).
If such rate does not appear on such page (or such other page
as may replace that page on that service,
or if such service is no longer offered,
any other
service for
displaying
LIBOR or
comparable
rates as may be
selected by the Trustee
after
consultation
with the
Master
Servicer),
the rate
will be the
Reference
Bank
Rate.
The
"Reference
Bank Rate" will be determined on the basis of the rates at which
deposits in U.S.
Dollars
are offered by the
reference
banks
(which
shall be any three major banks that are
engaged
in
transactions
in the London
interbank
market,
selected
by the
Trustee
after
consultation
with the Master Servicer) as of 11:00 a.m.,
London time, on the day that is one
LIBOR
Business Day prior to the
immediately
preceding
Distribution
Date to prime banks in
the London
interbank market for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal
Balance
of
the
Adjustable
Rate
Certificates
then
outstanding.
The Trustee will request the
principal
London
office of each of the reference
banks to provide a quotation of its rate. If at least two such
quotations
are provided,
the
rate will be the arithmetic
mean of the quotations
rounded up to the next multiple of 1/16%.
If on such date fewer than two
quotations
are
provided as
requested,
the rate will be the
arithmetic
mean of the rates quoted by one or more major banks in New York
City,
selected by
the Trustee
after
consultation
with the Master
Servicer,
as of 11:00 a.m.,
New York City
time,
on such date for loans in U.S.
Dollars to leading
European
banks for a period of one
month in amounts
approximately
equal to the aggregate
Certificate
Principal Balance of the
Adjustable Rate
Certificates
then
outstanding.
If no such quotations can be obtained,
the
rate will be LIBOR for the prior
Distribution
Date,
or, in the case of the first LIBOR Rate
Adjustment
Date,
5.33% per annum;
provided,
however,
if, under the
priorities
described
above,
LIBOR for a
Distribution
Date would be based on LIBOR for the previous
Distribution
Date for the third consecutive
Distribution
Date, the Trustee shall, after consultation with
the Master
Servicer,
select an alternative
comparable
index (over which the Trustee has no
control),
used for
determining
one-month
Eurodollar
lending rates that is calculated
and
published (or otherwise made
available) by an independent
party.
"LIBOR Business Day" means
any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking
institutions
in
the city of London, England are required or authorized by law to be
closed.
The
establishment
of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the
Master Servicer's
subsequent
calculation of the Pass-Through Rates applicable to each of the
Adjustable Rate
Certificates
for the relevant
Interest
Accrual
Period,
in the absence of
manifest error, will be final and binding.
Promptly
following
each LIBOR Rate
Adjustment
Date the
Trustee
shall
supply the
Master
Servicer
with the results of its
determination
of LIBOR on such date.
Furthermore,
the Trustee will supply the
Pass-Through
Rates on each of the Adjustable
Rate
Certificates
for the
current and the
immediately
preceding
Interest
Accrual
Period via the
Trustee's
internet website, which may be obtained by telephoning the Trustee
at (800) 735-7777.
Notwithstanding
the
foregoing,
for the
purpose
of
determining
the amount of any
payment to be under each of the Yield
Maintenance
Agreements,
LIBOR will be
calculated
as
provided in the related Yield Maintenance Agreement.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage Loans.
(a)
(See Section 2.01(a) of the Standard Terms).
(b)
In connection with such assignment,
except as set forth in Section 2.01(c) and
subject to Section
2.01(d)
below,
the Company does hereby (1) with respect to each Mortgage
Loan
(other
than a
Cooperative
Loan or a
Sharia
Mortgage
Loan)
deliver
to the
Master
Servicer
(or an
Affiliate
of the Master
Servicer)
each of the
documents
or
instruments
described
in clause
(I)(ii)
below
(and the
Master
Servicer
shall
hold (or
cause
such
Affiliate
to hold) such
documents
or
instruments
in trust for the use and
benefit of all
present
and future
Certificateholders),
(2) with
respect to each MOM Loan,
deliver to and
deposit
with the
Trustee,
or the
Custodian
on behalf of the
Trustee,
the
documents
or
instruments
described
in clauses
(I)(i) and (v) below,
(3) with
respect to each
Mortgage
Loan that is not a MOM Loan but is
registered
on the MERS(R)System,
deliver to and
deposit
with the Trustee,
or to the Custodian on behalf of the Trustee,
the documents or instruments
described in clauses (I)(i),
(iv) and (v) below,
(4) with respect to each Mortgage Loan that
is not a MOM Loan and is not
registered on the MERS(R)System,
deliver to and deposit with the
Trustee,
or to the
Custodian
on
behalf
of
the
Trustee,
the
documents
or
instruments
described
in
clauses
(I)(i),
(iii),
(iv)
and (v)
below,
and (5) with
respect
to each
Cooperative
Loan and Sharia Mortgage Loan, the documents and instruments
described in clause
(II) and clause (III) below:
(I) with respect to each Mortgage Loan so assigned
(other than a Cooperative
Loan or
a Sharia Mortgage Loan):
(i)
The original
Mortgage Note,
endorsed
without
recourse in blank or to
the order of the
Trustee,
and showing an
unbroken
chain of
endorsements
from the
originator
thereof to the Person endorsing it to the Trustee,
or with respect to any
Destroyed
Mortgage
Note, an original lost note
affidavit from the related Seller or
Residential
Funding
stating that the original
Mortgage Note was lost,
misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii)
The
original
Mortgage,
noting the presence of the MIN of the Mortgage
Loan and
language
indicating
that the
Mortgage
Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan,
with
evidence of
recording
indicated
thereon or a copy of the
Mortgage with evidence of recording indicated thereon;
(iii)
The original
Assignment of the Mortgage to the Trustee with evidence of
recording
indicated
thereon or a copy of such
assignment with evidence of recording
indicated thereon;
(iv)
The original recorded
assignment or assignments of the Mortgage showing
an unbroken chain of title from the originator
thereof to the Person
assigning it to
the Trustee (or to MERS,
if the Mortgage
Loan is
registered on the MERS(R)System and
noting the presence of a MIN) with evidence of
recordation
noted thereon or attached
thereto,
or a copy of such assignment or assignments of the Mortgage with
evidence of
recording indicated thereon; and
(v)
The
original of each
modification,
assumption
agreement or preferred
loan
agreement,
if
any,
relating
to
such
Mortgage
Loan
or
a
copy
of
each
modification, assumption agreement or preferred loan agreement;
(II) with respect to each Cooperative Loan so assigned:
(i)
The original Mortgage Note,
endorsed without recourse to the order of the Trustee and
showing an unbroken chain of
endorsements
from the originator
thereof to the Person
endorsing
it to the Trustee,
or with
respect to any
Destroyed
Mortgage
Note,
an
original lost note affidavit from the related
Seller or Residential
Funding
stating
that the original
Mortgage
Note was lost,
misplaced or
destroyed,
together with a
copy of the related Mortgage Note;
(ii)
A counterpart of the Cooperative
Lease and the Assignment of Proprietary Lease to the
originator of the Cooperative
Loan with intervening
assignments
showing an unbroken
chain of title
from such
originator
to the
Trustee
or a copy of such
Cooperative
Lease
and
Assignment
of
Proprietary
Lease
and
copies
of any
such
intervening
assignments;
(iii)
The related Cooperative Stock Certificate,
representing the related Cooperative Stock
pledged with respect to such
Cooperative
Loan,
together with an undated stock power
(or other similar instrument) executed in blank or copies thereof;
(iv)
The
original
recognition
agreement
by
the
Cooperative
of the
interests
of the
mortgagee with respect to the related Cooperative Loan or a copy
thereof;
(v)
The Security Agreement or a copy thereof;
(vi)
Copies of the original UCC-1 financing
statement,
and any
continuation
statements,
filed by the originator of such Cooperative Loan as secured party,
each with evidence
of recording
thereof,
evidencing the interest of the
originator
under the Security
Agreement and the Assignment of Proprietary Lease;
(vii)
Copies of the filed UCC-3
assignments of the security
interest
referenced in clause
(vi) above
showing an unbroken
chain of title from the
originator
to the
Trustee,
each with evidence of recording
thereof,
evidencing
the interest of the
originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(viii)
An executed
assignment of the interest of the
originator in the Security
Agreement,
Assignment of Proprietary
Lease and the
recognition
agreement
referenced in clause
(iv) above,
showing an unbroken chain of title from the originator to the
Trustee, or
a copy thereof;
(ix)
The original of each modification,
assumption
agreement or preferred loan agreement,
if any, relating to such Cooperative Loan or a copy of each
modification,
assumption
agreement or preferred loan agreement; and
(x)
A duly completed UCC-1 financing
statement showing the Master Servicer as debtor, the
Company as
secured
party and the
Trustee as
assignee
and a duly
completed
UCC-1
financing
statement
showing the Company as debtor and the Trustee as secured
party,
each in a form
sufficient for filing,
evidencing the interest of such debtors in the
Cooperative Loans or copies thereof; and
(III) with respect to each Sharia Mortgage Loan so assigned:
(i)
The original
Obligation to Pay,
endorsed
without recourse in blank or
to the order of the Trustee and showing an
unbroken
chain of
endorsements
from the
originator
thereof to the Person endorsing it to the Trustee,
or with respect to any
Destroyed
Obligation
to Pay,
an
original
affidavit
from the
related
Seller
or
Residential
Funding stating that the original
Obligation to Pay was lost,
misplaced
or destroyed, together with a copy of the related Obligation to
Pay;
(ii)
The original Sharia Mortgage Loan Security Instrument,
with evidence of
recording
indicated thereon or a copy of the Sharia Mortgage Loan Security
Instrument
with evidence of recording indicated thereon;
(iii)
An original
Assignment and Amendment of Security
Instrument,
assigned
to the
Trustee
with
evidence
of
recording
indicated
thereon
or a copy
of such
Assignment and Amendment of Security
Instrument with evidence of recording
indicated
thereon;
(iv)
The original
recorded
assignment or assignments of the Sharia Mortgage
Loan
Security
Instrument
showing an
unbroken
chain of title
from the
originator
thereof to the Person
assigning it to the Trustee with evidence of recordation
noted
thereon or
attached
thereto,
or a copy of such
assignment
or
assignments
of the
Sharia Mortgage Loan Security Instrument with evidence of recording
indicated thereon;
(v)
The original
Sharia Mortgage Loan
Co-Ownership
Agreement with respect
to
the
related
Sharia
Mortgage
Loan
or a
copy
of
such
Sharia
Mortgage
Loan
Co-Ownership Agreement; and
(vi)
The
original of each
modification
or
assumption
agreement,
if any,
relating to such Sharia
Mortgage
Loan or a copy of each
modification
or assumption
agreement.
(c)
The Company may, in lieu of delivering
the original of the documents set forth
in Sections
2.01(b)(I)(iii),
(iv) and (v), Sections
2.01(b)(II)(ii),
(iv), (vii), (ix) and
(x) and
Sections
2.01(b)(III)(ii),
(iii),
(iv),
(v) and (vi) (or copies
thereof)
to the
Trustee or to the
Custodian
on behalf of the Trustee,
deliver such
documents to the Master
Servicer,
and the Master
Servicer shall hold such documents in trust for the use and benefit
of all
present
and
future
Certificateholders
until
such time as is set forth in the next
sentence.
Within
thirty
Business
Days
following
the
earlier
of (i) the
receipt of the
original of all of the documents or instruments
set forth in Sections
2.01(b)(I)(iii),
(iv)
and (v), Sections
2.01(b)(II)(ii),
(iv), (vii), (ix) and (x) and Sections
2.01(b)(III)(ii),
(iii),
(iv),
(v) and (vi) (or
copies
thereof)
for any
Mortgage
Loan and (ii) a
written
request by the Trustee to deliver those
documents
with respect to any or all of the Mortgage
Loans then being held by the Master
Servicer,
the Master
Servicer
shall deliver a complete
set of such documents to the Trustee or to the Custodian on behalf
of the Trustee.
The parties
hereto agree that it is not intended
that any Mortgage
Loan be included
in the Trust
Fund that is either
(i) a
"High-Cost
Home
Loan" as defined in the New Jersey
Home
Ownership Act effective
November 27, 2003,
(ii) a "High-Cost
Home Loan" as defined in
the New Mexico Home Loan
Protection
Act effective
January 1, 2004,
(iii) a "High Cost Home
Mortgage
Loan" as defined in the
Massachusetts
Predatory
Home Loan Practices Act effective
November
7, 2004 or (iv) a
"High-Cost
Home Loan" as defined in the Indiana
House
Enrolled
Act No. 1229, effective as of January 1, 2005.
(d)
Notwithstanding
the
provisions of Section
2.01(c),
in
connection
with any
Mortgage
Loan, if the Company cannot
deliver the original of the Mortgage,
any
assignment,
modification,
assumption
agreement or preferred loan agreement (or copy thereof as permitted
by Section
2.01(b)) with evidence of recording
thereon
concurrently
with the execution and
delivery
of this
Agreement
because
of (i) a delay
caused by the public
recording
office
where
such
Mortgage,
assignment,
modification,
assumption
agreement
or
preferred
loan
agreement
as the case may be,
has been
delivered
for
recordation,
or (ii) a delay in the
receipt of certain
information
necessary
to prepare
the related
assignments,
the Company
shall
deliver or cause to be
delivered
to the Trustee or to the
Custodian on behalf of the
Trustee a copy of such Mortgage, assignment,
modification,
assumption agreement or preferred
loan agreement.
The Company (i) shall promptly cause to be recorded in the
appropriate
public office
for real property
records the Assignment
referred to in clause (I)(iii) of Section
2.01(b),
except (a) in states
where,
in the
opinion of counsel
acceptable
to the
Trustee
and the
Master
Servicer,
such
recording is not required to protect the
Trustee's
interests in the
Mortgage Loan against the claim of any
subsequent
transferee or any successor to or creditor
of the Company or the
originator
of such
Mortgage
Loan or (b) if MERS is identified on the
Mortgage or on a properly
recorded
assignment
of the
Mortgage as the
mortgagee
of record
solely as nominee for the Seller and its
successors
and assigns,
(ii) shall
promptly cause
to be filed the Form UCC-3
assignment and UCC-1
financing
statement
referred to in clauses
(II)(vii)
and (x),
respectively,
of Section
2.01(b) and (iii) shall
promptly
cause to be
recorded in the appropriate
public
recording office for real property records the Assignment
Agreement and
Amendment of Security
Instrument
referred to in clause
(III)(iii) of Section
2.01(b). If any Assignment,
Assignment Agreement and Amendment of Security
Instrument,
Form
UCC-3 or Form UCC-1, as applicable,
is lost or returned
unrecorded to the Company because of
any defect therein,
the Company shall prepare a substitute
Assignment,
Assignment Agreement
and Amendment of Security
Instrument,
Form UCC-3 or Form UCC-1, as applicable,
or cure such
defect,
as the case may be, and cause such
Assignment or Assignment
Agreement and Amendment
of Security
Instrument to be recorded in accordance
with this
paragraph.
The Company shall
promptly
deliver or cause to be
delivered
to the
applicable
person
described
in Section
2.01(b) any
Assignment,
substitute
Assignment,
or
Assignment
Agreement
and Amendment of
Security
Instrument or Form UCC-3 or Form UCC-1,
as applicable,
(or copy thereof)
recorded
in connection
with this
paragraph with evidence of recording
indicated
thereon at the time
specified in Section
2.01(c).
In connection
with its servicing of
Cooperative
Loans,
the
Master Servicer will use its best efforts to file timely
continuation
statements with regard
to each
financing
statement and
assignment
relating to
Cooperative
Loans as to which the
related Cooperative Apartment is located outside of the State of
New York.
If the Company
delivers to the Trustee or to the
Custodian
on behalf of the Trustee
any
Mortgage
Note,
Obligation
to Pay,
Assignment
Agreement
and
Amendment
of
Security
Instrument
or
Assignment
of
Mortgage
in blank,
the
Company
shall,
or shall
cause the
Custodian to,
complete the
endorsement of the Mortgage Note,
Obligation to Pay,
Assignment
Agreement and Amendment of Security
Instrument
and Assignment of Mortgage in the name of the
Trustee
in
conjunction
with
the
Interim
Certification
issued
by
the
Custodian,
as
contemplated by Section 2.02.
In
connection
with the
assignment
of any
Mortgage
Loan
registered
on the MERS(R)
System,
the Company further agrees that it will cause,
at the Company's own expense,
within
30 Business
Days after the Closing
Date,
the MERS(R)System to indicate
that such
Mortgage
Loans have been assigned by the Company to the Trustee in
accordance
with this
Agreement for
the benefit of the
Certificateholders
by
including
(or
deleting,
in the case of Mortgage
Loans which are
repurchased
in accordance
with this
Agreement) in such computer
files (a)
the code in the field
which
identifies
the
specific
Trustee and (b) the code in the field
"Pool Field" which
identifies the series of the
Certificates
issued in connection with such
Mortgage
Loans.
The Company
further agrees that it will not, and will not permit the Master
Servicer to, and the Master
Servicer
agrees that it will not, alter the codes
referenced in
this
paragraph
with respect to any Mortgage
Loan during the term of this
Agreement
unless
and until such Mortgage Loan is repurchased in accordance with the
terms of this Agreement.
(e)
(See Section 2.01(e) of the Standard Terms).
(f)
It is
intended
that the
conveyance
by the
Company
to the
Trustee
of the
Mortgage
Loans as provided for in this Section 2.01 be and the
Uncertificated
REMIC Regular
Interests,
if any (as
provided for in Section
2.06),
be construed as a sale by the Company
to the Trustee of the Mortgage Loans and any
Uncertificated
REMIC Regular
Interests for the
benefit
of the
Certificateholders.
Further,
it is not
intended
that such
conveyance
be
deemed to be a pledge of the Mortgage
Loans and any
Uncertificated
REMIC Regular
Interests
by the
Company
to the
Trustee
to
secure
a
debt
or
other
obligation
of the
Company.
Nonetheless,
(a) this Agreement is intended to be and hereby is a security
agreement
within
the
meaning
of
Articles 8 and 9 of the New York
Uniform
Commercial
Code and the
Uniform
Commercial
Code of any other
applicable
jurisdiction;
(b) the
conveyance
provided for in
Section
2.01 shall be deemed to be, and hereby is, (1) a grant by the
Company to the Trustee
of a security
interest in all of the
Company's
right
(including
the power to convey title
thereto),
title and interest,
whether now owned or hereafter acquired, in and to any and all
general intangibles,
payment intangibles,
accounts,
chattel paper, instruments,
documents,
money,
deposit
accounts,
certificates
of
deposit,
goods,
letters of credit,
advices of
credit and
investment
property
and other
property
of
whatever
kind or
description
now
existing
or
hereafter
acquired
consisting
of,
arising
from
or
relating
to any of the
following:
(A) the Mortgage Loans,
including (i) with respect to each Cooperative
Loan, the
related
Mortgage
Note,
Security
Agreement,
Assignment of Proprietary
Lease,
Cooperative
Stock
Certificate and Cooperative
Lease, (ii) with respect to each Sharia Mortgage Loan, the
related
Sharia
Mortgage
Loan
Security
Instrument,
Sharia
Mortgage
Loan
Co-Ownership
Agreement,
Obligation to Pay and Assignment
Agreement and Amendment of Security
Instrument,
(iii) with respect to each Mortgage Loan other than a
Cooperative
Loan or a Sharia
Mortgage
Loan, the related
Mortgage Note and Mortgage,
and (iv) any insurance
policies and all other
documents
in the related
Mortgage
File,
(B) all amounts
payable
pursuant to the Mortgage
Loans in accordance with the terms thereof,
(C) any
Uncertificated
REMIC Regular
Interests
and (D) all
proceeds of the
conversion,
voluntary or
involuntary,
of the
foregoing
into
cash,
instruments,
securities or other property,
including
without
limitation all amounts
from time to time held or
invested
in the
Certificate
Account
or the
Custodial
Account,
whether in the form of cash,
instruments,
securities or other property and (2) an assignment
by the
Company
to the
Trustee
of any
security
interest
in any
and
all of
Residential
Funding's
right
(including the power to convey title thereto),
title and interest,
whether
now owned or hereafter
acquired,
in and to the property
described in the foregoing
clauses
(1)(A),
(B),
(C) and (D)
granted by
Residential
Funding to the
Company
pursuant
to the
Assignment
Agreement;
(c) the
possession
by the
Trustee,
any
Custodian on behalf of the
Trustee or any other agent of the
Trustee of
Mortgage
Notes or such other items of property
as constitute instruments,
money, payment intangibles,
negotiable documents,
goods, deposit
accounts,
letters of credit, advices of credit, investment property,
certificated securities
or chattel paper shall be deemed to be "possession
by the secured
party," or possession by a
purchaser
or a person
designated
by such secured
party,
for
purposes of
perfecting
the
security
interest
pursuant
to
the
Minnesota
Uniform
Commercial
Code
and
the
Uniform
Commercial
Code
of any
other
applicable
jurisdiction
as in
effect
(including,
without
limitation,
Sections
8-106,
9-313,
9-314
and 9-106
thereof);
and (d)
notifications
to
persons holding such property,
and
acknowledgments,
receipts or confirmations
from persons
holding such
property,
shall be deemed
notifications
to, or
acknowledgments,
receipts or
confirmations from,
securities
intermediaries,
bailees or agents of, or persons holding for
(as
applicable)
the Trustee for the
purpose of
perfecting
such
security
interest
under
applicable law.
The
Company
and, at the
Company's
direction,
Residential
Funding and the Trustee
shall, to the extent
consistent with this Agreement,
take such reasonable
actions as may be
necessary to ensure that, if this Agreement were
determined to create a security
interest in
the
Mortgage
Loans,
any
Uncertificated
REMIC
Regular
Interests
and the other
property
described
above,
such
security
interest
would be
determined
to be a perfected
security
interest of first
priority
under
applicable
law and will be maintained as such
throughout
the term of this
Agreement.
Without
limiting the generality of the
foregoing,
the Company
shall
prepare
and deliver to the Trustee not less than 15 days prior to any
filing date and,
the Trustee
shall
forward for filing,
or shall
cause to be
forwarded
for filing,
at the
expense of the Company,
all filings
necessary to maintain the
effectiveness of any original
filings
necessary
under the
Uniform
Commercial
Code as in effect in any
jurisdiction
to
perfect
the
Trustee's
security
interest
in
or
lien
on
the
Mortgage
Loans
and
any
Uncertificated
REMIC
Regular
Interests,
as evidenced by an
Officers'
Certificate
of the
Company,
including
without
limitation
(x)
continuation
statements,
and (y)
such
other
statements
as may be
occasioned
by (1)
any
change
of name of
Residential
Funding,
the
Company or the Trustee
(such
preparation
and filing shall be at the expense of the Trustee,
if occasioned by a change in the Trustee's
name),
(2) any change of type or
jurisdiction of
organization
of
Residential
Funding or the
Company,
(3) any
transfer of any
interest of
Residential
Funding or the Company in any
Mortgage
Loan or (4) any transfer of any interest
of Residential Funding or the Company in any Uncertificated REMIC
Regular Interest.
(g)
The Master
Servicer
hereby
acknowledges
the
receipt by it of each
Initial
Monthly
Payment Fund.
The Master
Servicer shall hold each Initial
Monthly
Payment Fund in
the
Custodial
Account and shall
include the related
Initial
Monthly
Payment
Fund in the
Available
Distribution
Amount for the each Loan
Group for the
initial
Distribution
Date.
Notwithstanding
anything
herein to the contrary,
neither Initial Monthly Payment Fund shall
be
an
asset
of
any
REMIC.
To
the
extent
that
either
Initial
Monthly
Payment
Fund
constitutes
a reserve
fund for
federal
income
tax
purposes,
(1) it shall be an
outside
reserve
fund and not an
asset of any
REMIC,
(2) it
shall be owned by the
Seller
and (3)
amounts
transferred
by any REMIC to such
Initial
Monthly
Payment Fund shall be treated as
transferred to the Seller or any successor,
all within the meaning of Section
1.860G-2(h) of
the Treasury Regulations.
(h)
(See Section 2.01(h) of the Standard Terms).
(i)
In connection with such assignment,
and contemporaneously with the delivery of
this
Agreement,
the Company
delivered or caused to be
delivered
hereunder to the Trustee,
the
Yield
Maintenance
Agreements
(the
delivery
of which
shall
evidence
that the fixed
payment
for each of the Yield
Maintenance
Agreements
has been paid and the Trustee and the
Trust Fund shall have no further
payment
obligation
thereunder
and that such fixed payment
has been authorized hereby).
Section
2.02
Acceptance by Trustee.
The Trustee
acknowledges
receipt (or, with respect to Mortgage
Loans subject
to a Custodial
Agreement,
and based solely upon a receipt or
certification
executed by the
Custodian,
receipt by the respective
Custodian as the duly
appointed
agent of the Trustee)
of the
documents
referred to in Section
2.01(b)(i)
above (except that for purposes of such
acknowledgement
only, a Mortgage
Note may be endorsed in blank) and declares that it, or the
Custodian
as its
agent,
holds
and
will
hold
such
documents
and
the
other
documents
constituting a part of the Custodial Files
delivered to it, or a Custodian as its agent,
and
the rights of Residential
Funding with respect to any Pledged Assets,
Additional
Collateral
and the Surety Bond
assigned to the Trustee
pursuant to Section
2.01,
in trust for the use
and benefit of all
present
and future
Certificateholders.
The
Trustee or
Custodian
(the
Custodian
being
so
obligated
under a
Custodial
Agreement)
agrees,
for the
benefit
of
Certificateholders,
to review
each
Custodial
File
delivered
to it
pursuant
to
Section
2.01(b)
within 45 days
after the
Closing
Date to
ascertain
that all
required
documents
(specifically
as set forth in Section
2.01(b)),
have been executed and
received,
and that
such
documents
relate to the Mortgage
Loans
identified on the Mortgage Loan
Schedule,
as
supplemented,
that have been
conveyed
to it, and to deliver
to the
Trustee a
certificate
(the
"Interim
Certification")
to the effect that all
documents
required
to be
delivered
pursuant to Section
2.01(b)
above have been
executed and
received and that such
documents
relate to the
Mortgage
Loans
identified
on the
Mortgage
Loan
Schedule,
except
for any
exceptions
listed on
Schedule A attached to such
Interim
Certification.
Upon
delivery of
the
Custodial
Files by the Company or the Master
Servicer,
the Trustee
shall
acknowledge
receipt
(or,
with
respect to Mortgage
Loans
subject to a Custodial
Agreement,
and based
solely upon a receipt or
certification
executed by the Custodian,
receipt by the respective
Custodian
as the duly
appointed
agent
of the
Trustee)
of the
documents
referred
to in
Section 2.01(c) above.
If
the
Custodian,
as
the
Trustee's
agent,
finds
any
document
or
documents
constituting
a part of a
Custodial
File to be
missing
or
defective,
the
Trustee
shall
promptly
so notify
the Master
Servicer
and the
Company.
Pursuant
to Section
2.3 of the
Custodial
Agreement,
the
Custodian
will
notify the Master
Servicer,
the Company and the
Trustee of any such
omission or defect found by it in respect of any
Custodial
File held by
it in respect
of the items
reviewed
by it
pursuant
to the
Custodial
Agreement.
If such
omission or defect materially and adversely
affects the interests of the
Certificateholders,
the Master Servicer shall promptly notify
Residential
Funding of such omission or defect and
request
Residential
Funding to correct or cure such
omission or defect
within 60 days from
the date the Master
Servicer
was
notified of such
omission
or defect and, if
Residential
Funding
does not
correct
or cure
such
omission
or defect
within
such
period,
require
Residential
Funding
to
purchase
such
Mortgage
Loan from the Trust
Fund at its
Purchase
Price,
within 90 days from the date the Master
Servicer
was
notified
of such
omission or
defect;
provided
that if the omission or defect
would cause the
Mortgage
Loan to be other
than a "qualified
mortgage" as defined in Section
860G(a)(3)
of the Code,
any such cure or
repurchase
must occur within 90 days from the date such breach was
discovered.
The Purchase
Price for any such
Mortgage
Loan shall be deposited by the Master
Servicer in the Custodial
Account
maintained
by it
pursuant
to Section
3.07 and,
upon
receipt
by the
Trustee of
written notification of such deposit signed by a Servicing Officer,
the Master Servicer,
the
Trustee or the
Custodian,
as the case may be,
shall
release
the
contents
of any related
Mortgage
File in its
possession
to the
owner
of
such
Mortgage
Loan
(or
such
owner's
designee),
and the
Trustee
shall
execute
and
deliver
such
instruments
of
transfer or
assignment
prepared
by the
Master
Servicer,
in each case
without
recourse,
as shall be
necessary to vest in Residential
Funding or its designee any Mortgage Loan released
pursuant
hereto
and
thereafter
such
Mortgage
Loan
shall
not be part
of the
Trust
Fund.
It is
understood and agreed that the
obligation of
Residential
Funding to so cure or purchase any
Mortgage
Loan as to which a material
and
adverse
defect in or
omission
of a
constituent
document
exists
shall
constitute
the
sole
remedy
respecting
such
defect
or
omission
available to Certificateholders or the Trustee on behalf of the
Certificateholders.
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and
the Company.
(a)
The Master Servicer
hereby
represents and warrants to the Trustee for the benefit of
the Certificateholders that:
(i)
The Master
Servicer is a corporation
duly
organized,
validly
existing and in good
standing
under the laws
governing
its creation and
existence
and is or will be in
compliance
with the laws of each state in which any Mortgaged
Property is located to
the extent necessary to ensure the
enforceability of each Mortgage Loan in accordance
with the terms of this Agreement;
(ii)
The
execution
and
delivery
of
this
Agreement
by the
Master
Servicer
and
its
performance
and
compliance
with the terms of this
Agreement
will not
violate the
Master
Servicer's
Certificate
of
Incorporation
or Bylaws or constitute a material
default (or an event which,
with notice or lapse of time, or both, would constitute a
material
default) under, or result in the material breach of, any material
contract,
agreement or other
instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii)
This Agreement, assuming due authorization,
execution and delivery by the Trustee and
the
Company,
constitutes
a
valid,
legal
and
binding
obligation
of the
Master
Servicer,
enforceable
against
it in
accordance
with the terms
hereof
subject to
applicable
bankruptcy,
insolvency,
reorganization,
moratorium
and
other
laws
affecting the enforcement of creditors' rights generally and to
general
principles of
equity,
regardless
of whether such
enforcement
is
considered
in a proceeding
in
equity or at law;
(iv)
The
Master
Servicer
is not in
default
with
respect to any order or decree of any
court
or any
order,
regulation
or
demand
of any
federal,
state,
municipal
or
governmental
agency,
which default might have consequences that would materially and
adversely
affect
the
condition
(financial
or other) or
operations
of the Master
Servicer or its properties or might have consequences that would
materially
adversely
affect its performance hereunder;
(v)
No
litigation
is
pending
or,
to the
best
of the
Master
Servicer's
knowledge,
threatened
against the Master
Servicer
which would
prohibit its entering into this
Agreement or performing its obligations under this Agreement;
(vi)
The Master
Servicer will comply in all material
respects in the
performance of this
Agreement
with all
reasonable
rules and
requirements
of each
insurer
under each
Required Insurance Policy;
(vii)
No information,
certificate of an officer,
statement
furnished in writing or report
