EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
SERIES SUPPLEMENT,
DATED AS OF FEBRUARY 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of February 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QA2
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS.......................................................................4
Section 1.01
Definitions............................................................4
Section 1.02 Use of Words and
Phrases..............................................30
Section 1.03 Determination of
LIBOR................................................30
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.................31
Section 2.01 Conveyance of Mortgage Loans (See Section 2.01 of the
Standard
Terms)...........................................................31
Section 2.02 Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)......32
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer
and the Company..................................................32
Section 2.04 Representations and Warranties of Sellers. (See
Section 2.04 of
the Standard Terms)..............................................36
Section 2.05 Execution and Authentication of Certificates/Issuance
of
Certificates Evidencing Interests in REMIC I and REMIC II........36
Section 2.06 Conveyance of Uncertificated REMIC I Regular Interests
and
Uncerficated REMIC II Regular Interests; Acceptance by the
Trustee..........................................................36
Section 2.07 Issuance of Certificates Evidencing Interest in REMIC
III.............36
Section 2.08 Purposes and Powers of the Trust. (See Section 2.08 of
the
Standard Terms)..................................................36
Section 2.09 Agreement Regarding Ability to
Disclose...............................36
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................................37
Section 3.01 Master Servicer to Act as Servicer.
(See Section 3.01 of the
Standard Terms)..................................................38
Section 3.02 Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers and Sellers' Obligations.
(See
Section 3.02 of the Standard Terms)..............................38
Section 3.03 Successor Subservicers.
(See Section 3.03 of the Standard Terms).....38
Section 3.04 Liability of Master Servicer.
(See Section 3.04 of the Standard
Terms)...........................................................38
Section 3.05 No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)....38
Section 3.06 Assumption or Termination of Subservicing Agreements
by Trustee.
(See Section 3.06 of the Standard Terms).........................38
Section 3.07 Collection of Certain Mortgage Loan Payments; Deposit
to
Custodial Account.
.............................................38
Section 3.08 Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of
the Standard Terms)..............................................38
Section 3.09 Access to Certain Documentation and Information
Regarding the
Mortgage Loans.
(See Section 3.09 of the Standard Terms)........38
Section 3.10 Permitted Withdrawals from the Custodial Account.
(See Section
3.10 of the Standard Terms)......................................38
Section 3.11 Maintenance of the Primary Insurance Policies;
Collections
Thereunder.
(See Section 3.11 of the Standard Terms)............38
Section 3.12 Maintenance of Fire Insurance and Omissions and
Fidelity
Coverage.
(See Section 3.12 of the Standard Terms)..............38
Section 3.13 Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain Assignments.
(See Section 3.13 of the
Standard Terms)..................................................38
Section 3.14 Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of
the Standard Terms)..............................................38
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
(See Section
3.15 of the Standard Terms)......................................38
Section 3.16 Servicing and Other Compensation; Compensating
Interest...............38
Section 3.17 Reports to the Trustee and the Company (See Section
3.17 of the
Standard Terms)..................................................38
Section 3.18 Annual Statement as to Compliance (See Section 3.18 of
the
Standard Terms)..................................................38
Section 3.19 Annual Independent Public Accountants' Servicing
Report (See
Section 3.19 of the Standard Terms)..............................38
Section 3.20 Rights of the Company in Respect of the Master
Servicer (See
Section 3.20 of the Standard Terms)..............................38
Section 3.21 Administration of Buydown Funds (See Section 3.21 of
the Standard
Terms)...........................................................38
Section 3.22 Advance Facility (See Section 3.22 of the Standard
Terms).............38
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)..................................................46
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)...........................................................46
Section 4.05 Allocation of Realized
Losses.........................................46
Section 4.06 Reports of Foreclosures and Abandonment of Mortgaged
Property.
(See Section 4.06 of the Standard Terms).........................47
Section 4.07 Optional Purchase of Defaulted Mortgage Loans.
(See Section 4.07
of the Standard Terms)...........................................47
Section 4.08 Surety Bond. (See Section 4.08 of the Standard
Terms).................47
Section 4.09 Class P Reserve Account.
.............................................47
ARTICLE V THE
CERTIFICATES.................................................................48
Section 5.01 The Certificates.
....................................................48
Section 5.02 Registration of Transfer and Exchange of Certificates
................48
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
(See Section
5.03 of the Standard Terms)......................................48
Section 5.04 Persons Deemed Owners. (See Section 5.04 of the
Standard Terms) ......48
Section 5.05 Appointment of Paying Agent. (See Section 5.05 of the
Standard
Terms)...........................................................48
Section 5.06 U.S.A. Patriot Act Compliance (See Section 5.06 of the
Standard
Terms). .........................................................48
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER.............................................50
ARTICLE VII DEFAULT 51
ARTICLE VIII CONCERNING THE
TRUSTEE........................................................53
ARTICLE IX
TERMINATION.....................................................................54
Section 9.01 Optional Purchase by the Master Servicer of All
Certificates;
Termination Upon Purchase by the Master Servicer of
Liquidation of All Mortgage Loans. ..............................54
Section 9.02 Additional Termination Requirements (See Section 9.02
of the
Standard Terms). ................................................54
Section 9.03 Termination of Multiple REMICs (See Section 9.03 of
the Standard
Terms). .........................................................54
ARTICLE X REMIC
PROVISIONS.................................................................54
Section 10.01 REMIC Administration.
(See Section 10.01 of the Standard Terms).....54
Section 10.02 Master Servicer; REMIC Administrator and Trustee
Indemnification.
(See Section 10.02 of the Standard Terms)......54
Section 10.03 Designation of
REMICs................................................54
Section 10.04 Distributions on the Uncertificated REMIC I Regular
Interests
and the Uncertificated REMIC II Regular Interests................54
Section 10.05 Compliance with Withholding
Requirements.............................54
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................................55
Section 11.01 Amendment.
(See Section 11.01 of the Standard Terms)................55
Section 11.02 Recordation of Agreement;
Counterparts.
(See Section 11.02 of
the Standard Terms)..............................................55
Section 11.03 Limitation on Rights of Certificateholders.
(See Section 11.03
of the Standard Terms)...........................................55
Section 11.04 Governing Law.
(See Section 11.04 of the Standard Terms)............55
Section 11.05
Notices..............................................................55
Section 11.06 Required Notices to Rating Agency and Subservicer.
(See Section
11.06 of the Standard Terms).....................................56
Section 11.07 Severability of Provisions. (See Section 11.07 of the
Standard
Terms)...........................................................56
Section 11.08 Supplemental Provisions for Resecuritization.
(See Section
11.08 of the Standard Terms).....................................56
Section 11.09 Allocation of Voting
Rights..........................................56
Section 11.10 No
Petition..........................................................56
ARTICLE XII COMPLIANCE WITH REGULATION
AB..................................................55
EXHIBITS
Exhibit One:...Mortgage Loan Schedule
Exhibit Two:...Information to be Included in
.......Monthly Distribution Date Statement
Exhibit Three:.Standard Terms of Pooling and
.......Servicing Agreement dated as of February 1, 2006
APPENDIX
Appendix I.....- CALCULATION OF REMIC I Y PRINCIPAL REDUCTION
AMOUNTS
This is a Series Supplement,
dated as of February 1, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of February 1, 2006 and
attached
as Exhibit
Three
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
U.S.
BANK
NATIONAL
ASSOCIATION, 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 Trust Fund.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full
herein.
If any term or provision
contained
herein shall
conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the
terms and
provisions
of this Series
Supplement
shall
govern.
All
capitalized
terms not
otherwise
defined
herein
shall
have the
meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
REMIC I
As provided herein, the REMIC
Administrator will make an election to treat the entire
segregated
pool
of
assets
described
in the
definition
of
REMIC I (as
defined
herein)
(including
the Mortgage
Loans but excluding
the Initial
Monthly
Payment
Fund,
the Yield
Maintenance
Agreement
Reserve
Fund and the Class P Reserve
Account),
and
subject to this
Agreement,
as a real estate
mortgage
investment
conduit (a "REMIC") for federal income tax
purposes
and
such
segregated
pool
of
assets
will
be
designated
as
"REMIC
I."
The
Uncertificated
REMIC I
Regular
Interests
will be
"regular
interests"
in REMIC I and the
Class R-I Certificates will represent
ownership of the sole class of "residual
interests" in
REMIC I for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation,
the Uncertificated
REMIC
I Pass-Through Rate, the initial
Uncertificated
Principal
Balance,
and solely for purposes
of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii),
the "latest possible maturity
date," for each of the Uncertificated
REMIC I Regular
Interests.
None of the Uncertificated
REMIC I Regular Interests will be certificated.
----------------------------- -----------------
---------------------- ------------------------
Designation
Uncertificated
Initial
Latest
REMIC I
Uncertificated
Possible Maturity((1))
Pass-Through
Principal Balance
Rate
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest Y-I
Variable((2) )
$154,619.75
February 25, 2036
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest
Variable(2)
$24,859.17
February 25, 2036
Y-II
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest
Variable(2)
$17,517.86
February 25, 2036
Y-III
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest Z-I
Variable(2)
$309,110,942.36
February 25, 2036
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest
Variable(2)
$49,693,484.28
February 25, 2036
Z-II
----------------------------- -----------------
---------------------- ------------------------
REMIC I Regular Interest
Variable(2)
$35,018,207.76
February 25, 2036
Z-III
----------------------------- -----------------
---------------------- ------------------------
((1)) Solely
for
purposes
of
Section
1.860G-1(a)(4)(iii)
of
the
Treasury
regulations,
the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest
maturity date has been designated as
the "latest possible maturity date" for each Uncertificated REMIC I
Regular
Interest.
((2)) Calculated in accordance
with the definition of
"Uncertificated
REMIC I
Pass-Through Rate" herein.
REMIC II
A
segregated
pool
of
assets
consisting
of the
Uncertificated
REMIC
I
Regular
Interests
will be designated as "REMIC II" and the REMIC
Administrator
will make a separate
REMIC election with respect thereto.
The
Uncertificated
REMIC II Regular
Interests will be
"regular
interests" in REMIC II and the Class R-II Certificates
will represent
ownership of
the sole class of "residual interests" in REMIC II for purposes of
the REMIC Provisions.
The following table irrevocably sets forth the designation,
the Uncertificated
REMIC
II Pass-Through Rate, the initial
Uncertificated
Principal Balance,
and solely for purposes
of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii),
the "latest possible maturity
date,"
for
each
of
the
Uncertificated
REMIC
II
Regular
Interests.
None
of
the
Uncertificated REMIC II Regular Interests will be certificated.
------------------------------- -------------------------
------------------- -------------------
Designation
Uncertificated
Initial
Latest
REMIC II
Uncertificated
Possible
Pass-Through Rate
Principal Balance
Maturity(
1)
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$ 288,390,000.00
February 25, 2036
I-A-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$46,362,000.00
February 25, 2036
II-A-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$32,671,000.00
February 25, 2036
III-A-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$ 9,457,000.00
February 25, 2036
M-1-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$ 6,304,000.00
February 25, 2036
M-2-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$ 3,743,000.00
February 25, 2036
M-3-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$3,152,000.00
February 25, 2036
B-1-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$2,364,000.00
February 25, 2036
B-2-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest
Variable(2)
$1,576,581.18
February 25, 2036
B-3-M
------------------------------- -------------------------
------------------- -------------------
REMIC II Regular Interest R-M
Variable(2)
$25.00
February 25, 2036
------------------------------- -------------------------
------------------- -------------------
(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury regulations, the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the
latest maturity date has been designated as the "latest possible
maturity date" for each
Uncertificated REMIC II Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated
REMIC II Pass-Through
Rate" herein.
REMIC III
A
segregated
pool of
assets
consisting
of the
Uncertificated
REMIC
II
Regular
Interests will be designated as "REMIC III" and the REMIC
Administrator
will make a separate
REMIC
election
with
respect
thereto.
The Class
I-A-1
(exclusive
of
rights to
receive
Carryover
Shortfall
Amounts,
including
such amounts
payable
under any Yield
Maintenance
Agreement),
Class
I-A-2
(exclusive
of
rights
to
receive
Carryover
Shortfall
Amounts,
including such amounts payable under any Yield
Maintenance
Agreement),
Class I-A-IO,
Class
II-A-1,
Class II-A-2,
Class II-A-IO,
Class III-A-1,
Class III-A-2,
Class III-A-IO,
Class
M-1,
Class M-2, Class M-3,
Class B-1,
Class B-2 and Class B-3
Certificates
will represent
ownership
of "regular
interests"
in REMIC III (the "REMIC III Regular
Interests")
and the
Class R-III
Certificates will represent
ownership of the sole class of "residual
interests"
in
REMIC
III for
purposes
of the
REMIC
Provisions.
The
Class P
Certificates
will not
represent ownership of an interest in any REMIC.
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.
INITIAL
CERTIFICATE
PRINCIPAL
FEATURES(1)
MATURITY
S&P/
MINIMUM
RATE
BALANCE
DATE(2)
MOODY'S
DENOMINATIONS(3)
Class I-A-1
Variable
Senior/Super
February 25,
AAA/Aaa
$100,000.00
Rate(4)
$267,514,000.00
Senior/Adjustable
2036
Rate
Class I-A-2
Variable $ 20,876,000.00
Senior/Senior
February 25,
AAA/Aa1
$100,000.00
Rate(4)
Support/
2036
Adjustable
Rate
Class I-A-IO
Variable
$0.00
Senior/Interest February 25,
AAA/Aaa
$2,000,000.00
Rate(4)
Only/Variable
2036
Rate
Class II-A-1
Variable $ 43,006,000.00
Senior/Super
February 25,
AAA/Aaa
$100,000.00
Rate(4)
Senior/Variable
2036
Rate
Class II-A-2
Variable $ 3,356,000.00
Senior/Senior
February 25,
AAA/Aa1
$100,000.00
Rate(4)
Support/Variable
2036
Rate
Class II-A-IO
Variable
$ 0.00
Senior/Interest February 25,
AAA/Aaa
$2,000,000.00
Rate(4)
Only/Variable
2036
Rate
Class III-A-1
Variable $ 30,306,000.00
Senior/Super
February 25,
AAA/Aaa
$100,000.00
Rate(4)
Senior/Variable
2036
Rate
Class III-A-2
Variable $ 2,365,000.00
Senior/Senior
February 25,
AAA/Aa1
$100,000.00
Rate
Support/Variable
2036
Rate
Class III-A-IO
Variable
$ 0.00
Senior/Interest February 25,
AAA/Aaa
$2,000,000.00
Rate
Only/Variable
2036
Rate
Class R-I
Variable
$50.00
Senior/Residual/February 25,
AAA/Aaa
(5)
Rate(4)
Variable Rate
2036
Class R-II
Variable
$25.00
Senior/Residual/February 25,
AAA/Aaa
(6)
Rate(4)
Variable Rate
2036
Class R-III
Variable
$25.00
Senior/Residual/February 25,
AAA/Aaa
(7)
Rate(4)
Variable Rate
2036
Class M-1
Variable $ 9,457,000.00
Mezzanine/
February 25,
AA/Aa2
$100,000.00
Rate(8)
Variable Rate
2036
Class M-2
Variable $ 6,304,000.00
Mezzanine/
February 25,
A/A2
$250,000.00
Rate(6)
Variable Rate
2036
Class M-3
Variable $ 3,743,000.00
Mezzanine/
February 25,
BBB/Baa2
$250,000.00
Rate(6)
Variable Rate
2036
Class B-1
Variable
$3,152,000.00
Subordinate/
February 25,
BB/NA
$250,000.00
Rate(6)
Variable Rate
2036
Class B-2
Variable
$2,364,000.00
Subordinate/
February 25,
B/NA
$250,000.00
Rate(6)
Variable Rate
2036
Class B-3
Variable
$1,576,581.18
Subordinate/
February 25,
NA/NA
$250,000.00
Rate(6)
Variable Rate
2036
Class P
NA/NA
$ 100.00
Prepayment
February 25,
NA/NA
(13)
Charge
2036
____________
(1)
The
Certificates,
other
than
the
Class
R
Certificates
and
Class
P
Certificates shall be Book-Entry Certificates. The Class P
Certificates and
Class R Certificates
shall be delivered to the holders thereof in physical
form.
(2)
Solely
for
purposes
of
Section
1.860G-1(a)(4)(iii)
of
the
Treasury
regulations,
the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest
maturity date has been designated as
the "latest possible maturity date" for each REMIC III Regular
Interest.
(3)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount) and integral
multiples of $1 (or $1,000 in the
case of the Class B-3
Certificates)
in excess
thereof,
except
that one
Certificate of the Class B-3 Certificates
that contains an uneven multiple
of $1,000 shall be issued in a denomination equal to the sum of the
related
minimum
denomination
set forth
above and such uneven
multiple
for such
Class or the sum of such denomination and an integral multiple of
$1,000.
(4)
The
Pass-Through
Rate on the Class
I-A-1
Certificates
and Class
I-A-2
Certificates will be a per annum rate equal to the lesser of (i)
LIBOR plus
the Pass-Through Margin and (ii) the Net WAC Rate on the Group I
Loans. The
pass-though
margin
on
the
Class
I-A-1
Certificates
and
Class
I-A-2
Certificates
for
each
Distribution
Date
shall
be
0.25%
and
0.40%,
respectively,
per annum. The initial
Pass-Through Rate on the Class I-A-1
Certificates
and Class I-A-2
Certificates
will be equal to approximately
4.8200% and 4.9700%, respectively, per annum.
(5)
The Class I-A-IO Certificates do not have a certificate
principal balance.
For the purpose of
calculating
interest
payments,
interest on the Class
I-A-IO
Certificates
will accrue on a notional
amount equal to the sum of
the
certificate
principal
balances of the Class I-A-1
Certificates
and
Class I-A-2
Certificates
immediately
prior to the
related
Distribution
Date,
which
is
initially
equal
to
approximately
$288,390,000.
The
Pass-Through Rate on the Class I-A-IO Certificates will be a per
annum rate
equal to the Net WAC Rates of the Group I Loans less the
weighted
average
of the Pass-Through
Rates on the Class I-A-1
Certificates and Class I-A-2
Certificates,
weighted by certificate
principal balance,
as adjusted for
the related Interest
Accrual Period.
Interest payable on the Class I-A-IO
Certificates
will be reduced to the extent
necessary
to cover
carryover
shortfall
amounts
on
the
Class
I-A-1
Certificates
and
Class
I-A-2
Certificates.
The
initial
Pass-Through
Rate
on
the
Class
I-A-IO
Certificates will be equal to approximately 1.9035% per annum.
(6)
For any
Distribution
Date on or before the
Distribution
Date in January
2013,
the
Pass-Through
Rate on the Class II-A-1
Certificates
and Class
II-A-2
Certificates
will be a per annum
rate
equal to the lesser of (i)
5.7143%
and
(ii) the Net WAC
Rates on the
Group
II
Loans.
After
the
Distribution
Date in
January
2013,
the
Pass-Through
Rate on the Class
II-A-1
Certificates and Class II-A-2 Certificates will be a per annum rate
equal to the Net WAC Rates on the Group II Loans minus 0.25%.
(7)
The Class II-A-IO Certificates do not have a certificate principal
balance.
For the purpose of
calculating
interest
payments,
interest on the Class
II-A-IO
Certificates
will accrue on a notional amount equal to the sum of
the certificate
principal
balances of the Class II-A-1
Certificates
and
Class
II-A-2
Certificates,
which is
initially
equal
to
approximately
$46,362,000.
For any Distribution
Date on or before the Distribution Date
in January 2013, the
Pass-Through
Rate on the Class II-A-IO
Certificates
will be a per annum rate equal to the
excess,
if any,
of (i) the Net WAC
Rates of the Group II Loans over (ii) 5.7143%.
After the Distribution Date
in January 2013,
the Class II-A-IO
certificates
will have a Pass-Through
Rate of
0.25%,
per
annum.
The
initial
Pass-Through
Rate on the Class
II-A-IO Certificates will be equal to approximately 0.6470% per
annum.
(8)
For any
Distribution
Date on or before the
Distribution
Date in January
2016, the
Pass-Through
Rate on the Class III-A-1
Certificates
and Class
III-A-2
Certificates
will be a per annum
rate equal to the lesser of (i)
5.50%
and (ii)
the Net WAC
Rates
on the
Group
III
Loans.
After
the
Distribution
Date in
January
2016,
the
Pass-Through
Rate on the Class
III-A-1
Certificates
and Class III-A-2
Certificates
will be a per annum
rate equal to Net WAC Rates on the Group III Loans.
(9)
The
Class
III-A-IO
Certificates
do
not
have a
certificate
principal
balance. For the purpose of calculating interest payments,
interest on the
Class III-A-IO
Certificates
will accrue on a notional amount equal to the
sum of the certificate principal balances of the Class III-A-1
Certificates
and Class III-A-2
Certificates,
which is initially equal to approximately
$32,671,000.
For any
Distribution
Date on or before the
Distribution
Date in January
2016, the Pass-Through
Rate on the Class III-A-IO
Certificates
will be a
per annum rate equal to the excess,
if any, of (i) the weighted average of
the Net WAC Rates of the Group III Loans over 5.50%. After the
Distribution
Date in January 2016, the Class III-A-IO
certificates
have a Pass-Through
Rate of 0.00% and will not bear any interest. The initial
Pass-Through Rate
on the Class III-A-IO
Certificates will be equal to approximately
0.6652%
per annum.
(10) 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 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%.
(11) The Pass-Through
Rate on the Class R Certificates will be equal to the Net
WAC Rates on the Group I Loans. The initial Pass-Through Rate for
the Class
R Certificates will be equal to approximately 6.0903% per annum.
(12) The
Pass-Through
Rate on the Class M-1,
Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates
will be equal to the weighted average
of the Net WAC Rates on the Group I, Group II and Group III Loans,
weighted
in proportion to the related Subordinate
Amount. The initial
Pass-Through
Rate on the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2
and Class
B-3 Certificates will be equal to approximately 6.3113%.
(13) The holders of the Class P Certificates
will be entitled to all Prepayment
Charges received on Prepayment
Charge Loans, and these amounts will not be
available
for
distribution
on
the
other
certificates.
The
Class
P
Certificates will not be entitled to interest on any amounts due.
The Class
P Certificates shall be issuable in minimum
denominations of not less than
a 20% Percentage Interest.
The
Mortgage
Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$394,019,718.18.
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
as to any
Class of
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. In each case Accrued
Certificate
Interest on
any Class of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest Shortfalls on all Mortgage Loans (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
(including
Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses and
Extraordinary
Losses)
not
allocated
solely to one or more
specific
Classes of
Certificates
pursuant
to Section
4.05,
(iii)
the interest
portion of Advances that were (A) previously made with respect to
a
Mortgage
Loan
or
REO
Property
on all
Mortgage
Loans,
which
remained
unreimbursed
following
the
Cash
Liquidation
or
REO
Disposition
of
such
Mortgage Loan or REO Property and (B) 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, or similar legislation or regulations as in effect from time
to time,
The
Group I Senior
Percentage
of such
reductions
in the case of the Group I Loans
will be
allocated
among
the
holders
of the
Group I
Certificates
in
proportion
to the
respective
amounts of Accrued
Certificate
Interest
that would have been
payable
from the
Group I Loans
on that
Distribution
Date
absent
these
reductions.
The
Group
II
Senior
Percentage of such
reductions
in the case of the Group II Loans will be allocated
among the
holders
of the Group II
Certificates
in
proportion
to the
respective
amounts of Accrued
Certificate
Interest
that
would
have
been
payable
from
the
Group
II
Loans
on
that
Distribution
Date
absent
these
reductions.
The
Group
III
Senior
Percentage
of
such
reductions
in the case of the Group III Loans will be
allocated
to the holders of Group III
Certificates
in
proportion to the
respective
amounts of the Accrued
Certificate
Interest
that would have been payable from the Group III Loans on that
Distribution
Date absent these
reductions.
The
remainder of these
reductions
will be
allocated
among the holders of the
Class M
Certificates
and 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.
Accrued
Certificate
Interest on the Class I-A-1
Certificates
and Class
I-A-2
Certificates
is
calculated
on the basis of a 360-day
year and the actual
number of
days that elapsed during the related Interest
Accrual Period.
Accrued
Certificate
Interest
on all other
classes of
Certificates
is
calculated
on the basis of a 360-day year divided
into twelve 30-day months.
Adjustment
Date:
As to each
Mortgage
Loan,
each
date set
forth
in the
related
Mortgage
Note on which an
adjustment
to the
interest
rate on such
Mortgage
Loan becomes
effective.
Available
Distribution
Amount:
With
respect to each Loan Group,
the excess of (i)
the sum of (a) the amount
described in the
definition
of Available
Distribution
Amount in
the Standard
Terms and (b) the amount
allocated
to the
Available
Distribution
Amount for
such Loan Group
pursuant to Section
4.02(h) over (ii) any amount
allocated to the Available
Distribution
Amount of any
other
Loan
Group
pursuant
to
Section
4.02(h);
in each case
excluding any payments or collections
consisting of Prepayment
Charges on the Mortgage Loans
that were received during the related Prepayment Period.
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)
$174,566
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 greater 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; and
(B)
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.
Carryover
Shortfall
Amount:
For
any
Distribution
Date
and
the
Class
I-A-1
Certificates and Class I-A-2
Certificates,
an amount equal to the sum of (i) the excess,
if
any, of (a) the amount of Accrued
Certificate
Interest that would have accrued on such class
at a
Pass-Through
Rate equal to LIBOR plus the related
Pass-Through
Margin for the related
Distribution Date over (b) the amount of Accrued
Certificate
Interest on such Class for such
Distribution
Date, (ii) the portion of the amount in clause (i) above
remaining
unpaid from
prior
Distribution
Dates,
and (iii) one month's
interest at the rate
described
in clause
(i)(a) above on the amount described in clause (ii) above.
Certificate:
Any Class A, Class M, Class B, Class R or Class P Certificate.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section 4.01 of the Standard
Terms,
which shall be entitled "U.S.
Bank National
Association,
as trustee,
in trust for the registered holders of Residential
Accredit Loans,
Inc., Mortgage Asset-Backed Pass-Through
Certificates,
Series 2006-QA2" and which must be an
Eligible Account.
Certificate
Group:
With respect to (i) Loan Group I, the Class
I-A-1,
Class I-A-2,
Class
I-A-IO and Class R
Certificates,
(ii) Loan Group II, the Class
II-A-1,
Class II-A-2
and Class
II-A-IO
Certificates
and (iii) Loan Group III, the Class
III-A-1,
Class III-A-2
and Class III-A-IO Certificates.
Certificate Policy:
None.
Class A
Certificate:
Any one of the Class I-A-1,
Class I-A-2,
Class I-A-IO,
Class
II-A-1,
Class
II-A-2,
Class
II-A-IO,
Class
III-A-1,
Class
III-A-2
or
Class
III-A-IO
Certificates,
executed
by
the
Trustee
and
authenticated
by
the
Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A.
Class I-A-1 Yield Maintenance Agreement: The agreement,
dated as of the Closing Date,
between
the
Trustee
and the Yield
Maintenance
Agreement
Provider,
relating to the Class
I-A-1 Certificates,
or any replacement,
substitute,
collateral or other arrangement in lieu
thereto.
Class I-A-2 Yield Maintenance Agreement: The agreement,
dated as of the Closing Date,
between
the
Trustee
and the Yield
Maintenance
Agreement
Provider,
relating to the Class
I-A-2 Certificates,
or any replacement,
substitute,
collateral or other arrangement in lieu
thereto.
Class P Reserve
Account:
The
account
established
and
maintained
by the
Trustee
pursuant to Section 4.09 hereof.
Class P Reserve Account Amount:
$100.
Class
R
Certificate:
Any
one
of
the
Class
R-I,
Class
R-II
and
Class
R-III
Certificates.
Class R-I Certificate:
Any one of the Class R-I Certificates
executed by the Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest"
in REMIC I for purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any one of the
Class
R-II
Certificates
executed
by the
Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to
the
Standard
Terms as
Exhibit
D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any one of the Class
R-III
Certificates
executed by the
Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed to
the
Standard
Terms as
Exhibit
D and
evidencing
an
interest
designated
as a
"residual
interest" in REMIC III for purposes of the REMIC Provisions.
Closing Date:
February 27, 2006.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time
its
corporate
trust
business
with
respect
to this
Agreement
shall be
administered,
which
office at the date of the
execution
of this
instrument
is located at
U.S.
Bank
National
Association,
Mail Code
EP-MN-WS3D,
60
Livingston
Avenue,
St. Paul,
Minnesota 55107, Attention: Structured Finance/RALI 2006-QA2.
Cut-off Date:
February 1, 2006.
Determination
Date:
With respect to any
Distribution
Date, the second Business Day
prior to such Distribution Date.
Due Period:
With respect to each Distribution
Date, the calendar month in which such
Distribution Date occurs.
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.
Fraud
Losses:
Realized
Losses on Mortgage
Loans as to which there was fraud in the
origination of such Mortgage Loan.
Group I
Certificates:
The
Class
I-A-1,
Class
I-A-2,
Class
I-A-IO,
and Class R
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, as
applicable,
each
such
Certificate
(other
than the
Class R
Certificates)
evidencing
an
interest
designated
as a
"regular
interest"
in
REMIC
III
for
purposes
of
the
REMIC
Provisions and representing an undivided interest in Loan Group I.
Group I Loans:
The Mortgage Loans designated as Group I Loans in Exhibit One.
Group I
Senior
Percentage:
As of each
Distribution
Date, the lesser of 100% and a
fraction,
expressed as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Group I Certificates
immediately
prior to such
Distribution
Date
and
the
denominator
of
which
is the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans
(or
related
REO
Properties)
in Loan
Group I
immediately
prior
to such
Distribution Date.
Group I Senior Principal
Distribution Amount: As to any Distribution Date, the lesser
of (a) the
balance of the
Available
Distribution
Amount
related to Loan Group I remaining
after
the
distribution
therefrom
of
all
amounts
required
to be
distributed
therefrom
pursuant to Section
4.02(a)(i)(U) of this Series
Supplement,
and (b) the sum of the amounts
required to be distributed
therefrom to the Group I
Certificateholders
on such Distribution
Date pursuant to Section 4.02(a)(ii) and Section 4.02(a)(xvi).
Group
I
Subordinate
Amount:
On
any
date
of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group I Loans as of such date over the
aggregate
Certificate Principal Balance of the Group I Certificates then
outstanding.
Group II
Certificates:
The Class II-A-1, Class II-A-2 and Class II-A-IO Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the
form
annexed
to the
Standard
Terms as
Exhibit
A, each
such
Certificate
evidencing
an
interest
designated
as a
"regular
interest"
in
REMIC
III
for
purposes
of
the
REMIC
Provisions and representing an undivided interest in Loan Group II.
Group II Loans:
The Mortgage Loans designated as Group II Loans in Exhibit One.
Group II Senior
Percentage:
As of each
Distribution
Date, the lesser of 100% and a
fraction,
expressed as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Group II Certificates
immediately
prior to such
Distribution Date
and
the
denominator
of
which
is the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans
(or
related
REO
Properties)
in Loan
Group II
immediately
prior to such
Distribution Date.
Group II
Senior
Principal
Distribution
Amount:
As to any
Distribution
Date, the
lesser of (a) the
balance
of the
Available
Distribution
Amount
related
to Loan Group II
remaining
after
the
distribution
therefrom
of
all
amounts
required
to be
distributed
therefrom
pursuant to Section
4.02(a)(i)(V)
of this Series
Supplement,
and (b) the sum of
the amounts required to be distributed
therefrom to the Group II
Certificateholders
on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
II
Subordinate
Amount:
On any
date
of
determination,
the
excess
of the
aggregate
Stated
Principal
Balance of the Group II Loans as of such date over the aggregate
Certificate Principal Balance of the Group II Certificates then
outstanding.
Group III
Certificates:
The
Class
III-A-1,
Class
III-A-2
and
Class
III-A-IO
Certificates
executed
by
the
Trustee
and
authenticated
by
the
Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit A, each such
Certificate
evidencing
an interest
designated
as a "regular
interest" in REMIC III for purposes of the
REMIC Provisions and representing an undivided interest in Loan
Group III.
Group III Loans:
The Mortgage Loans designated as Group III Loans in Exhibit One.
Group III Senior
Percentage:
As of each Distribution
Date, the lesser of 100% and a
fraction,
expressed as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Group III Certificates
immediately
prior to such Distribution Date
and
the
denominator
of
which
is the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans (or
related
REO
Properties)
in Loan
Group III
immediately
prior to such
Distribution Date.
Group III
Senior Principal
Distribution
Amount:
As to any
Distribution
Date, the
lesser of (a) the
balance
of the
Available
Distribution
Amount
related to Loan Group III
remaining
after
the
distribution
therefrom
of
all
amounts
required
to be
distributed
therefrom
pursuant to Section
4.02(a)(i)(W)
of this Series
Supplement,
and (b) the sum of
the amounts required to be distributed
therefrom to the Group III
Certificateholders on such
Distribution Date pursuant to Section 4.02(a)(ii) and Section
4.02(a)(xvi).
Group
III
Subordinate
Amount:
On any
date of
determination,
the
excess
of the
aggregate Stated
Principal
Balance of the Group III Loans as of such date over the aggregate
Certificate Principal Balance of the Group III Certificates then
outstanding.
Initial Monthly Payment Fund: $0 representing
scheduled
principal
amortization
and
interest at the Net Mortgage
Rate
payable
during the
February
2006 Due Period,
for those
Mortgage Loans for which the Trustee will not be entitled to
receive such payment.
Initial
Notional
Amount:
With
respect
to
the
Class
I-A-IO
Certificates,
$288,390,000.00.
With
respect
to
the
Class
II-A-IO
Certificates,
$46,362,000.00.
With
respect to the Class III-A-IO Certificates, $32,671,000.00.
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:
2.40%
Class B-1:
0.80%
Class M-2:
1.60%
Class B-2:
0.60%
Class M-3:
0.95%
Class B-3:
0.40%
Interest
Accrual
Period:
With
respect to the Class
I-A-1
Certificates
and Class
I-A-2
Certificates
and
any
Distribution
Date,
the
period
commencing
on
the
prior
Distribution
Date (or, in the case of the first
Distribution
Date,
the
Closing
Date) and
ending on the day
immediately
preceding
that
Distribution
Date.
For all other classes of
Certificates, the calendar month preceding the month in which the
Distribution Date occurs.
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.
Loan Group:
Loan Group I, Loan Group II or Loan Group III.
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.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Maturity Date:
February 25, 2036, the
Distribution
Date
immediately
following the
latest scheduled maturity date of any Mortgage Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the rate
indicated in Exhibit One
hereto as the "NOTE CEILING,"
which rate is the maximum
interest rate that may be applicable
to such Mortgage Loan at any time during the life of such Mortgage
Loan.
Maximum Net Mortgage Rate: As to any Mortgage Loan and any date of
determination,
the
Maximum
Mortgage
Rate for such Mortgage Loan minus the per annum rate at which the
Servicing
Fee is calculated.
Minimum
Mortgage
Rate: As to any Mortgage
Loan,
the greater of (i) the Note Margin
for such Mortgage
Loan and (ii) the rate
indicated in Exhibit One hereto as the "NOTE FLOOR"
for such
Mortgage
Loan,
which
rate may be
applicable
to such
Mortgage
Loan at any time
during the life of such Mortgage Loan.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit One (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:
(a)
the Mortgage Loan identifying number ("RFC LOAN #");
(b)
the maturity of the Mortgage Note ("MATURITY DATE");
(c)
the Mortgage Rate ("ORIG RATE");
(d)
the Subservicer pass-through rate ("CURR NET");
(e)
the Net Mortgage Rate ("NET MTG RT");
(f)
[RESERVED];
(g)
the initial
scheduled monthly payment of principal,
if any, and interest
("ORIGINAL
P & I");
(h)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(i)
the Loan-to-Value Ratio at origination ("LTV");
(j)
the rate at which
the
Subservicing
Fee
accrues
("SUBSERV
FEE")
and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(k)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation residence;
(l)
a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured
by a non-owner occupied residence;
(m)
whether such
Mortgage
Loan
constitutes
a Group I Loan,
Group II Loan or Group III
Loan;
(n)
the Maximum Mortgage Rate ("NOTE CEILING");
(o)
the maximum Adjusted Mortgage Rate ("NET CEILING");
(p)
the Note Margin for the ("NOTE MARGIN");
(q)
the first Adjustment Date after the Cut-off Date ("NXT INT CHG
DT"); and
(r)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR").
Such schedule may consist of multiple reports that collectively set
forth all of the
information required.
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.
The Mortgage
Rate on the Mortgage
Loans will adjust on each
Adjustment
Date to equal the sum (rounded to
the nearest
multiple of
one-eighth of one percent
(0.125%) or up to the nearest
one-eighth
of one
percent,
which are
indicated
by a "U" on Exhibit One hereto,
except in the case of
the
Mortgage
Loans
indicated
by an "X" on
Exhibit
One
hereto
under the
heading
"NOTE
METHOD"),
of the related Index plus the Note Margin,
in each case subject to the
applicable
Initial Rate Cap, Periodic Cap, Maximum Mortgage Rate and Minimum
Mortgage Rate.
Net Mortgage
Rate:
As to each Mortgage
Loan, a per annum rate of interest
equal to
the Adjusted
Mortgage Rate less the per annum rate at which the Servicing Fee is
calculated;
provided that, (i) the Net Mortgage Rate becoming
effective on any Adjustment
Date shall not
be greater or less than the Net Mortgage Rate
immediately
prior to such Adjustment Date plus
or minus the Initial Rate Cap or Periodic Cap
applicable
to such
Mortgage Loan and (ii) the
Net
Mortgage
Rate for any
Mortgage
Loan shall not exceed a rate equal to the
Maximum
Net
Mortgage Rate for such Mortgage Loan.
Net WAC Rate: With respect to any
Distribution
Date and each Loan Group, a per annum
rate equal to the weighted
average of the Net Mortgage
Rates of the related
Mortgage
Loans
weighted on the basis of the respective
Stated
Principal
Balance of each such Mortgage Loan
as of the
beginning
of the related Due Period,
using the Net
Mortgage
Rates in effect for
the scheduled payments due on those Mortgage Loans during such Due
Period
multiplied,
in the
case of the
Class
I-A-1
Certificates
and
the
Class
I-A-2
Certificates,
by a
fraction
expressed as a percentage
the
numerator of which is 30 and the
denominator
of which is the
actual number of days in the related Interest Accrual Period.
Note Margin:
As to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated in Exhibit One hereto as the "NOTE
MARGIN,"
which
percentage is
added to the
related
Index on each
Adjustment
Date to
determine
(subject
to rounding in
accordance
with the related
Mortgage
Note,
the Initial
Rate Cap,
the
Periodic
Cap, the
Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Notional
Amount:
As of any
Distribution
Date,
with
respect
to the Class
I-A-IO
Certificates,
an amount equal to the
aggregate
Certificate
Principal
Balance of the Class
I-A-1 and Class I-A-2
Certificates
immediately
prior to such date.
As of any
Distribution
Date,
with
respect
to the Class
II-A-IO
Certificates,
an amount
equal to the
aggregate
Certificate
Principal
Balance
of
the
Class
II-A-1
Certificates
and
Class
II-A-2
Certificates
immediately
prior to such date. As of any
Distribution
Date,
with respect to
the Class
III-A-IO
Certificates,
an amount
equal to the
aggregate
Certificate
Principal
Balance of the Class III-A-1
Certificates and Class III-A-2
Certificates
immediately
prior
to such date.
Optional
Termination
Date: Any Distribution
Date on which the Pool Stated Principal
Balance,
prior to giving effect to
distributions
to be made on such
Distribution
Date, is
less than ten percent of the Cut-off Date Principal Balance of the
Mortgage Loans.
Pass-Through
Margin:
The
Pass-Through
Margin for the Class I-A-1
Certificates and
Class I-A-2
Certificates
for each
Distribution
Date shall be 0.25% per annum and 0.40% per
annum, respectively.
Pass-Through
Rate:
With
respect to the Class
I-A-1
Certificates
and Class
I-A-2
Certificates,
a per
annum
rate
equal
to the
lesser
of (i)
LIBOR
plus
the
applicable
Pass-Through
Margin
and (ii) the
Group I Net WAC Rate
for
that
Distribution
Date.
With
respect to the Class
I-A-IO
Certificates,
the
excess,
if any,
of (i) the Group I Net WAC
Rate for that
Distribution
Date
over (ii) the
weighted
average
Pass-Through
Rate of the
Class I-A-1
Certificates
and Class I-A-2
Certificates,
weighted by
Certificate
Principal
Balances,
and adjusted for the related
Interest
Accrual
Period.
With respect to the Class
II-A-1
Certificates and Class II-A-2
Certificates,
for any
Distribution
Date on or before
the
Distribution
Date in January
2013,
a per annum rate equal to the lesser of (i) 5.7143%
and (ii) the Group II Net WAC Rate,
and after the
Distribution
Date in January
2013, a per
annum
rate
equal
to the
Group II Net WAC Rate
minus
0.25%.
With
respect
to the
Class
II-A-IO
Certificates,
for
any
Distribution
Date on or
before
the
Distribution
Date in
January
2013,
a per annum
rate
equal to the
excess,
if any,
of (i) the Group II Net WAC
Rate over (ii) 5.7143%,
and after the
Distribution
Date in January
2013,
0.25% per annum.
With
respect
to the Class
III-A-1
Certificates
and Class
III-A-2
Certificates,
for any
Distribution
Date on or before the Distribution
Date in January 2016, a per annum rate equal
to the
lesser of (i)
5.50%
and (ii) the
Group III Net WAC Rate and after the
Distribution
Date in January
2016,
a per annum rate equal to the Group III Net WAC Rate.
With respect to
the Class
III-A-IO
Certificates,
for any
Distribution
Date on or before the
Distribution
Date in January
2016, a per annum rate equal to the excess,
if any, of (i) the Group III Net
WAC Rate
over (ii)
5.50%
and after the
Distribution
Date in
January
2016,
0.00%.
With
respect
to the Class
R-I,
Class R-II and Class
R-III
Certificates,
Group I Net WAC Rate.
With respect to the Class M Certificates
and Class B
Certificates,
the weighted
average of
the Net WAC Rates for the Group I,
Group II and
Group III
Loans,
weighted
on the basis of
the
related
Subordinate
Amount.
This
determination
will
be
made
as
of
the
related
Distribution
Date prior to giving effect to any
distributions
on the
Certificates
on that
date.
The
Pass-Through
Rate on the
Class M
Certificates
and
Class B
Certificates
with
respect to the first
Interest
Accrual
period is expected to be
approximately
6.13113% per
annum.
For federal income tax purposes,
the foregoing rate for the Class M Certificates
and
Class B
Certificates
is
expressed
as the
weighted
average
of the
rates on the
REMIC I
Regular Interests Y-I, Y-II and Y-III.
Periodic Cap: With respect to each
Mortgage
Loan,
the periodic rate cap that limits
the increase or the decrease of the related
Mortgage Rate on any Adjustment
Date (other than
the initial Adjustment Date) pursuant to the terms of the related
Mortgage Note.
Prepayment Assumption:
With respect to the Mortgage Loans, a prepayment assumption of
25% CPR, used for
determining
the accrual of original issue discount and market discount and
premium on the Certificates for federal income tax purposes.
Prepayment
Charge:
With respect to any Mortgage
Loan,
the charges or premiums,
if
any,
received
in
connection
with a full or partial
prepayment
of such
Mortgage
Loan in
accordance with the terms thereof.
Prepayment
Charge
Loan:
Any
Mortgage
Loan for which a
Prepayment
Charge
may be
assessed
and to which
such
Prepayment
Charge the Class P
Certificates
are
entitled,
as
indicated on the Mortgage Loan Schedule.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates
for 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 March 2013 (unless the
Certificate
Principal
Balances of the related Senior
Certificates have been reduced
to zero or the
circumstances
set forth in the third
paragraph of the
definition of
Senior Accelerated Distribution Percentage exist), 0%.
(ii)
For any Distribution
Date for which clause (i) above does not apply, and on which any
Class of Subordinate Certificates is 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.
Record
Date:
With
respect
to
each
Distribution
Date
and (a)
the
Class
I-A-1
Certificates and Class I-A-2
Certificates,
the Distribution
Date immediately
prior to such
Distribution
Date, as long as such Certificates are DTC registered
certificates and (b) each
other
Class of
Certificates,
the close of
business
on the last
Distribution
Date of the
month next preceding the month in which the related Distribution
Date occurs.
Related
Class:
The
Classes
of
Certificates
and
Uncertificated
REMIC II Regular
Interests shall be treated as "Related Classes" as set forth in the
following chart.
REMIC II Regular
Related Certificates
Interest
I-A-M
I-A-1, I-A-2, I-A-IO
II-A-M
II-A-1, II-A-2, II-A-IO
III-A-M
III-A-1, III-A-2, III-A-IO
M-1-M
M-1
M-2-M
M-2
M-3-M
M-3
B-1-M
B-1
B-2-M
B-2
B-3-M
B-3
R-M
R-III
REMIC I: The
segregated
pool of assets
related to this
Series
(except as provided
below),
with
respect to which a REMIC
election is to be made
pursuant
to this
Agreement,
consisting of:
(iv)
the
Mortgage
Loans and the
related
Mortgage
Files and
collateral
securing
such
Mortgage Loans,
(v)
all
payments
on and
collections
in
respect
of the
Mortgage
Loans due after the
Cut-off
Date (other than Monthly
Payments
due in the month of the Cut-off
Date) as
shall be on
deposit
in the
Custodial
Account
or in the
Certificate
Account
and
identified
as belonging to the Trust Fund,
but not
including
amounts on deposit in
the Initial Monthly Payment Fund and not including any Prepayment
Charges,
(vi)
property
that secured a Mortgage
Loan and that has been
acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(vii)
the hazard insurance policies and Primary Insurance Policies, if
any, and
(viii)
all proceeds of clauses (i) through (iv) above.
Notwithstanding
the
foregoing,
the
REMIC
election
with
respect
to
REMIC
I
specifically
excludes the Initial
Monthly
Payment
Fund,
the Yield
Maintenance
Agreement
Reserve Fund and the Class P Reserve Account.
REMIC I Distribution
Amount:
For any Distribution
Date, the Available
Distribution
Amount shall be
distributed
to the
Uncertificated
REMIC I Regular
Interests and the Class
R-I Certificates in the following amounts and priority:
(a)
To the extent of the Available Distribution Amount for Loan Group
I:
(i)
first, to REMIC I Regular
Interest Y-I and REMIC I Regular Interest Z-I
and the Class R-I Certificates,
concurrently, the Uncertificated Accrued Interest for
such Regular
Interests
and the Accrued
Certifciate
Interest for such
Certificates
remaining
unpaid
from
previous
Distribution
Dates,
pro rata
according
to their
respective shares of such unpaid amounts;
(ii)
second,
to REMIC I Regular
Interest
Y-I and REMIC I Regular
Interest
Z-I and the Class R-I Certificates,
concurrently, the Uncertificated Accrued Interest
for such Regular Interests and the Accrued Certificate
Interest for such Certificates
for the current
Distribution
Date, pro rata according to their respective
shares of
such unpaid amounts; and
(iii)
third, to REMIC I Regular
Interest Y-I and REMIC I Regular Interest Z-I
and the Class R-I Certificates,
the REMIC I Y-I Principal
Distribution
Amount,
the
REMIC I Z-I
Principal
Distribution
Amount and the Class R-I
Certificate
principal
distribution amount, respectively.
(b)
To the extent of the Available Distribution Amount for Loan Group
II:
(i)
first,
to REMIC I Regular
Interest
Y-II and REMIC I Regular
Interest
Z-II,
concurrently,
the
Uncertificated
Accrued Interest for such Classes remaining
unpaid from
previous
Distribution
Dates,
pro rata
according
to their
respective
shares of such unpaid amounts;
(ii)
second,
to REMIC I Regular
Interest Y-II and REMIC I Regular
Interest
Z-II,
concurrently,
the
Uncertificated
Accrued
Interest
for such Classes for the
current
Distribution
Date,
pro rata
according to their
respective
Uncertificated
Accrued Interest; and
(iii)
third,
to REMIC I Regular
Interest
Y-II and REMIC I Regular
Interest
Z-II,
the REMIC I Y-II Principal
Distribution
Amount and the REMIC I Z-II Principal
Distribution Amount, respectively.
(c)
To the extent of the Available Distribution Amount for Loan Group
III:
(i)
first,
to REMIC I Regular
Interest Y-III and REMIC I Regular
Interest
Z-III,
concurrently,
the Uncertificated
Accrued Interest for such Regular Interests
remaining
unpaid
from
previous
Distribution
Dates,
pro rata
according
to their
respective shares of such unpaid amounts;
(ii)
second,
to REMIC I Regular
Interest Y-III and REMIC I Regular Interest
Z-III,
concurrently,
the
Uncertificated
Accrued
Interest for such Classes for the
current
Distribution
Date,
pro rata
according to their
respective
Uncertificated
Accrued Interest; and
(iii)
third,
to REMIC I Regular
Interest Y-III and REMIC I Regular
Interest
Z-III,
the
REMIC
I
Y-III
Principal
Distribution
Amount
and
the
REMIC I Z-III
Principal Distribution Amount, respectively.
(d)
To the
extent of the
Available
Distribution
Amounts
for Loan Group I, Loan
Group
II and Loan
Group
III for such
Distribution
Date
remaining
after
payment
of the
amounts
pursuant to paragraphs
(a) through (c) of this
definition of "REMIC I
Distribution
Amount":
(i)
first,
to
each
Uncertificated
REMIC I
Regular
Interest,
pro
rata
according
to the
amount of
unreimbursed
Realized
Losses
allocable
to
principal
previously
allocated
to each such
Regular
Interest,
the
aggregate
amount of any
distributions
to the
Certificates as
reimbursement
of such Realized Losses on such
Distribution
Date pursuant to Section 4.02(e);
provided,
however,
that any amounts
distributed
pursuant
to
this
paragraph
(d)(i)
of this
definition
of
"REMIC
I
Distribution
Amount"
shall not cause a
reduction
in the
Uncertificated
Principal
Balance of any Uncertificated REMIC I Regular Interest; and
(ii)
second, to the Class R-I Certificates, any remaining amount.
REMIC I Realized
Losses:
Realized
Losses on each Loan Group shall be
allocated
to
the
Uncertificated
REMIC I
Regular
Interests
as
follows:
(1) the
interest
portion
of
Realized Losses on Group I Loans,
if any, shall be allocated
among REMIC I Regular
Interest
Y-I and REMIC I Regular
Interest Z-I pro rata according to the amount of interest accrued
but
unpaid thereon,
in reduction
thereof;
(2) the interest
portion of Realized Losses on Group
II Loans, if any, shall be allocated
among REMIC I Regular
Interest Y-II and REMIC I Regular
Interest
Z-II pro rata
according to the amount of interest
accrued but unpaid
thereon,
in
reduction
thereof;
and (3) the interest
portion of Realized
Losses on Group III Loans,
if
any,
shall be allocated
among REMIC I Regular
Interest
Y-III and REMIC I Regular
Interest
Z-III pro rata according to the amount of interest
accrued but unpaid
thereon,
in reduction
thereof.
Any
interest
portion of such
Realized
Losses in excess of the
amount
allocated
pursuant
to the
preceding
sentence
shall be treated
as a
principal
portion of
Realized
Losses
not
attributable
to any
specific
Mortgage
Loan in such Loan
Group and
allocated
pursuant to the succeeding
sentences.
The principal
portion of Realized Losses with respect
to each Loan Group shall be
allocated
to the
Uncertificated
REMIC I Regular
Interests
as
follows:
(1) the
principal
portion of Realized
Losses on Group I Loans shall be allocated,
first,
to REMIC I Regular
Interest Y-I to the extent of the REMIC I Y-I Principal
Reduction
Amount in reduction of the
Uncertificated
Principal Balance of such
Uncertificated
REMIC I
Regular
Interest
and,
second,
the
remainder,
if any, of such
principal
portion of such
Realized
Losses
shall be
allocated
to REMIC I Regular
Interest
Z-I in
reduction
of the
Uncertificated
Principal
Balance
thereof;
(2) the principal
portion of Realized Losses on
Group II Loans shall be allocated,
first,
to REMIC I Regular
Interest Y-II to the extent of
the REMIC I Y-II
Principal
Reduction
Amount in
reduction of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular Interest and, second, the remainder,
if any,
of such
principal
portion of such
Realized
Losses
shall be
allocated
to REMIC I Regular
Interest
Z-II
in
reduction
of
the
Uncertificated
Principal
Balance
thereof;
(3)
the
principal
portion of Realized
Losses on Group III Loans shall be allocated,
first, to REMIC
I Regular
Interest
Y-III to the extent of the REMIC I Y-III
Principal
Reduction
Amount in
reduction
of the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I Regular
Interest
and,
second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses
shall
be
allocated
to
REMIC
I
Regular
Interest
Z-III
in
reduction
of
the
Uncertificated Principal Balance thereof.
REMIC I Regular
Interest Y-I: A regular
interest in REMIC I that is held as an asset
of REMIC
II,
that has an
initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I Regular
Interest Y-II: A regular interest in REMIC I that is held as an
asset
of REMIC
II,
that has an
initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I
Regular
Interest
Y-III:
A regular
interest
in REMIC I that is held as an
asset of REMIC II, that has an initial principal
balance equal to the related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I Regular
Interest Z-I: A regular
interest in REMIC I that is held as an asset
of REMIC
II,
that has an
initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I Regular
Interest Z-II: A regular interest in REMIC I that is held as an
asset
of REMIC
II,
that has an
initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I
Regular
Interest
Z-III:
A regular
interest
in REMIC I that is held as an
asset of REMIC II, that has an initial principal
balance equal to the related
Uncertificated
Principal
Balance,
that bears
interest at the related
Uncertificated
REMIC I Pass-Through
Rate, and that has such other terms as are described herein.
REMIC I Y Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by
which
the
Uncertificated
Principal
Balances
of the REMIC I Y
Regular
Interests
will be
reduced on such
Distribution
Date by the allocation of Realized Losses and the
distribution
of principal, determined as described in Appendix I.
REMIC I Y-I Principal
Distribution
Amount: For any Distribution Date, the excess, if
any,
of the
REMIC I Y-I
Principal
Reduction
Amount
for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular
Interest
Y-I on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Y-I Principal
Reduction Amount: The REMIC I Y Principal
Reduction Amount for
REMIC I Regular Interest Y-I as determined pursuant to the
provisions of Appendix I.
REMIC I Y-II Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I Y-II Principal
Reduction
Amount for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I Regular
Interest
Y-II on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Y-II Principal
Reduction
Amount:
The REMIC I Y Principal
Reduction
Amount
for REMIC I Regular Interest Y-II as determined pursuant to the
provisions of Appendix I.
REMIC I Y-III Principal
Distribution
Amount:
For any Distribution Date, the excess,
if any, of the REMIC I Y-III Principal
Reduction Amount for such
Distribution
Date over the
Realized
Losses
allocated to REMIC I Regular
Interest
Y-III on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Y-III Principal
Reduction
Amount:
The REMIC I Y Principal
Reduction Amount
for REMIC I Regular Interest Y-III as determined pursuant to the
provisions of Appendix I.
REMIC I Y Regular Interests: REMIC I Regular Interests Y-I, Y-II
and Y-III.
REMIC I Z Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by
which
the
Uncertificated
Principal
Balances
of the REMIC I Z
Regular
Interests
will be
reduced on such
Distribution
Date by the allocation of Realized Losses and the
distribution
of
principal,
which shall be in each case the excess of (A) the sum of (x) the
excess of the
Available
Distribution
Amount for the related Loan Group (i.e.
the "related Loan Group" for
REMIC I Regular
Interest
Z-I is the Group I Loans,
the
"related
Loan
Group"
for REMIC I
Regular
Interest
Z-II is the Group II Loans,
the
"related
Loan Group" for REMIC I Regular
Interest
Z-III Regular
Interest is the Group III Loans) over the sum of the amounts
thereof
distributable
(i) in respect of interest on such REMIC I Z Regular
Interest
and the related
REMIC I Y Regular
Interest,
(ii) to such REMIC I Z Regular
Interest and the related REMIC I
Y Regular
Interest
pursuant
to clause
(d)(i) of the
definition
of "REMIC I
Distribution
Amount"
and (iii) in the case of the Group I Loans,
to the
Class R-I
Certificates
and (y)
the amount of Realized
Losses
allocable to principal for the related Loan Group over (B) the
REMIC I Y Principal Reduction Amount for the related Loan Group.
REMIC I Z-I Principal
Distribution
Amount: For any Distribution Date, the excess, if
any,
of the
REMIC I Z-I
Principal
Reduction
Amount
for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I
Regular
Interest
Z-I on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Z-I Principal
Reduction Amount: The REMIC I Z Principal
Reduction Amount for
REMIC I Regular Interest Z-I as determined pursuant to the
provisions of Appendix I.
REMIC I Z-II Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I Z-II Principal
Reduction
Amount for such
Distribution
Date over the
Realized
Losses
allocated
to REMIC I Regular
Interest
Z-II on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Z-II Principal
Reduction
Amount:
The REMIC I Z Principal
Reduction
Amount
for REMIC I Regular Interest Z-II as determined pursuant to the
provisions of Appendix I.
REMIC I Z-III Principal
Distribution
Amount:
For any Distribution Date, the excess,
if any, of the REMIC I Z-III Principal
Reduction Amount for such
Distribution
Date over the
Realized
Losses
allocated to REMIC I Regular
Interest
Z-III on such
Distribution
Date in
reduction of the principal balance thereof.
REMIC I Z-III Principal
Reduction
Amount:
The REMIC I Z Principal
Reduction Amount
for REMIC I Regular Interest Z-III as determined pursuant to the
provisions of Appendix I.
REMIC I Z Regular Interests: REMIC I Regular Interests Z-I, Z-II
and Z-III.
REMIC II: The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I
Regular
Interests
conveyed in trust to the Trustee
pursuant to Section 2.06 for the benefit
of the
holders
of
the
Uncertificated
REMIC
II
Regular
Interests
and
the
Class
R-II
Certificates,
with
respect
to which a
separate
REMIC
election
is to be made.
The REMIC
election
with respect to REMIC II
specifically
excludes the Initial
Monthly
Payment Fund,
the Yield Maintenance Agreement Reserve Fund and the Class P
Reserve Account.
REMIC II Distribution
Amount:
For any Distribution
Date, the amount deemed received
by REMIC II in
respect
of
distributions
on the
Uncertificated
REMIC I Regular
Interests
shall be
distributed
to the
Uncertificated
REMIC II Regular
Interests
and the Class R-II
Certificates in the following amounts and priority:
(a)
Uncertificated
Accrued
Interest
on
the
Uncertificated
REMIC
II
Regular
Interests
and
Accrued
Certificate
Interest
on
the
Class
R-II
Certificates
for
such
Distribution Date, plus any Uncertificated
Accrued Interest or Accrued
Certificate
Interest
thereon remaining unpaid from any previous Distribution Date; and
(b)
In
accordance
with
the
priority
set
forth
in
subsection
(c)
of
this
definition,
an amount equal to the sum of the amounts in respect of
principal
distributable
on each
Class of
Certificates
(other
than
the
Class
R-I
Certificates
and the
Class P
Certificates) under Section 4.02, as allocated thereto pursuant to
Section 4.02.
(c)
The amount
described
in
subsection
(b) of this
definition
shall be deemed
distributed with respect to the
Uncertificated
REMIC II Regular Interests in accordance with
the priority
assigned to each Related
Class of
Certificates,
respectively,
under
Section
4.02 until the
Uncertificated
Principal Balance of each such interest is reduced to zero and
to the Class R-II
Certificates in accordance with the priority
assigned to such Certificates
under Section 4.02.
(d)
In
determining
from
time
to
time
the
amounts
distributable
on
the
Uncertificated
REMIC II Regular
Interests,
Realized
Losses
allocated to the
Certificates
(other than the Class R-I, Class R-II and Class P Certificates)
shall be deemed
allocated to
the
Uncertificated
REMIC II Regular
Interests in accordance
with the priority
assigned to
each Related Class of Certificates, respectively, under Section
4.05.
REMIC III: The segregated
pool of assets
consisting of the
Uncertificated
REMIC II
Regular
Interests
conveyed in trust to the Trustee
pursuant to Section 2.06 for the benefit
of the holders of each Class of
Certificates
(other than the Class R-I, Class R-II and Class
P
Certificates),
with respect to which a separate
REMIC
election is to be made.
The REMIC
election with respect to REMIC III
specifically
excludes the Initial
Monthly
Payment Fund,
the Yield Maintenance Agreement Reserve Fund and the Class P
Reserve Account.
Senior
Accelerated
Distribution
Percentage:
With respect to any Distribution
Date
occurring
on or prior to the 84th
Distribution
Date and,
with
respect to any Loan
Group,
100%.
With respect to any Distribution Date thereafter and any such Loan
Group, as follows:
(i)
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
70%
of
the
related
Subordinate
Percentage
for
such
Distribution Date;
(ii)
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
60%
of
the
related
Subordinate
Percentage
for
such
Distribution Date;
(iii)
for any Distribution
Date after the 108th
Distribution
Date but on or
prior
to the
120th
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 120th
Distribution
Date but on or
prior
to the
132nd
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.
Any scheduled reduction,
as described in the preceding
paragraph,
shall not be made
as of any Distribution Date unless:
(a)
the
outstanding
principal
balance of the
Mortgage
Loans in all three 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% and
(b)
Realized
Losses
on the
Mortgage
Loans in all
three
Loan
Groups to date for such
Distribution Date, if occurring during the eighth,
ninth,
tenth,
eleventh or
twelfth 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.
Notwithstanding
the
foregoing,
if (a)
the
weighted
average
of
the
Subordinate
Percentages
for all three Loan Groups is equal to or in excess of twice the
initial
weighted
average
of the
Subordinate
Percentages
for all
three
Loan
Groups,
(b) the
outstanding
principal
balance of the Mortgage
Loans in all three 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,
does not exceed 50% and (c)(i) prior to
the Distribution Date in March 2009,
cumulative
Realized Losses on the Mortgage Loans in all
three Loan Groups do not exceed 20% of the sum of the initial
Certificate
Principal Balances
of the
Subordinate
Certificates,
and (ii)
thereafter,
cumulative
Realized
Losses on the
Mortgage
Loans
in all
three
Loan
Groups
do not
exceed
30%
of the
sum of the
initial
Certificate Principal Balances of the Subordinate
Certificates,
then (A) on any Distribution
Date prior to the
Distribution
Date in March
2009,
each
Senior
Accelerated
Distribution
Percentage
for such
Distribution
Date will equal the
related
Senior
Percentage
for that
Distribution Date plus 50% of the related
Subordinate
Percentage for such Distribution Date,
and (B) on any
Distribution
Date on or
after
the
Distribution
Date in March
2009,
each
Senior Accelerated
Distribution
Percentage for that Distribution Date will equal the related
Senior Percentage for that Distribution Date.
Notwithstanding the foregoing,
on any Distribution Date on which the weighted average
of the Group I Senior
Percentage,
Group II Senior Percentage and Group III Senior Percentage
weighted on the basis of the Stated
Principal
Balances of the Mortgage
Loans in the related
Loan Group,
exceeds the weighted average of the initial Group I Senior
Percentage,
Group II
Senior
Percentage and Group III Senior
Percentage
(calculated
on such basis),
each of the
Senior Accelerated Distribution Percentages for such Distribution
Date will equal 100%.
Notwithstanding
the foregoing,
upon reduction of the Certificate
Principal Balances
of the related
Senior
Certificates
to zero,
the related
Senior
Accelerated
Distribution
Percentage will equal 0%.
Senior
Certificate:
Any one of the
Class A
Certificates
or Class R
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
Percentage:
The Group I Senior
Percentage
with respect to Loan Group I, the
Group II Senior
Percentage
with respect to Loan Group II or the Group III Senior
Percentage
with respect to Loan Group III.
Senior
Principal
Distribution
Amount:
The
Group I Senior
Principal
Distribution
Amount
with
respect to Loan
Group I, Group II Senior
Principal
Distribution
Amount
with
respect to Loan Group II or Group III Senior
Principal
Distribution
Amount with
respect to
Loan Group III.
Senior
Support
Certificates:
Any of the Class I-A-2,
Class II-A-2 or Class III-A-2
Certificates.
Special
Hazard
Amount:
As of any
Distribution
Date, an amount equal to $4,803,800
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
greatest of (i) twice the
outstanding
principal
balance of the
Mortgage
Loan in the Trust
Fund
which
has
the
largest
outstanding
principal
balance
on
the
Distribution
Date
immediately
preceding
such
anniversary,
(ii)
the
product
of
1.00%
multiplied
by
the
outstanding
principal
balance of all Mortgage
Loans on the
Distribution
Date
immediately
preceding such anniversary and (iii) the aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of the
Mortgage
Loans in any
single
five-digit
California
zip code area with the largest
amount of Mortgage
Loans by
aggregate
principal
balance as of such anniversary.
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
Amount:
With
respect
to (i)
Loan
Group I,
the
Group I
Subordinate
Amount,
(ii) Loan Group II,
the Group II
Subordinate
Amount and (iii) Loan Group III,
the
Group III Subordinate Amount.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and
Loan Group and each Class of Subordinate
Certificates,
(a) the sum of (i) the product of (x)
the Class's
pro rata share,
based on the
Certificate
Principal
Balance of each such Class
then outstanding,
and (y) the aggregate of the amounts
calculated for such Distribution Date
under clauses (1), (2) and (3) of Section
4.02(a)(ii)(A) of this Series
Supplement
(without
giving
effect to the
related
Senior
Percentage)
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)(B)(b) of this Series Supplement (without giving
effect
to
the
related
Senior
Accelerated
Distribution
Percentage)
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
to
the
extent
not
payable
to
the
Senior
Certificates;
and (iv) 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 related Capitalization
Reimbursement Amount for such
Distribution
Date,
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
related
Classes of
Certificates,
in each case to the extent
derived
from
the
related
Available
Distribution
Amount
without
giving
effect
to
any
reductions for the Capitalization Reimbursement Amount.
Super
Senior
Certificates:
Any of the Class I-A-1,
Class
II-A-1 or Class
III-A-1
Certificates.
Super Senior Optimal
Percentage:
As of any Distribution
Date on or after the Credit
Support Depletion Date and any Class of Super Senior
Certificates,
a fraction,
expressed as
a percentage,
the numerator of which is the
Certificate
Principal
Balance of such Class of
Super Senior
Certificates
immediately prior to such Distribution Date and the denominator of
which
is the
aggregate
Certificate
Principal
Balance
of the
related
Certificate
Group
immediately prior to such Distribution Date.
Super Senior Optimal
Principal
Distribution
Amount:
As of any Distribution Date on
or after the Credit
Support
Depletion Date and any Class of Super Senior
Certificates,
the
product of (a) the
then-applicable
Super Senior
Optimal
Percentage for such Class of Super
Senior
Certificates
and (b) the amounts
described in clause (b) of the definition of Senior
Principal Distribution Amount with respect to the related Loan
Group.
Trust Fund:
REMIC I, REMIC II, REMIC III and the Initial
Monthly
Payment Fund,
the
Yield Maintenance Agreement Reserve Fund and the Class P Reserve
Account.
Uncertificated
Accrued Interest:
With respect to each Uncertificated REMIC I Regular
Interest and
Uncertificated
REMIC II Regular Interest on each
Distribution
Date, an amount
equal to one month's
interest
at the related
Uncertificated
REMIC I
Pass-Through
Rate or
Uncertificated
REMIC II Pass-Through
Rate, as applicable,
on the
Uncertificated
Principal
Balance
thereof.
Uncertificated
Accrued
Interest
on the
Uncertificated
REMIC I
Regular
Interests
and
the
Uncertificated
REMIC
II
Regular
Interests
will
be
reduced
by
any
Prepayment
Interest
Shortfalls
and Relief Act
Interest
Shortfalls,
allocated
among such
Uncertificated
REMIC I Regular Interests or
Uncertificated
REMIC II Regular
Interests,
as
applicable, pro rata.
Uncertificated
Principal Balance:
The principal amount of any Uncertificated REMIC I
Regular Interest or
Uncertificated
REMIC II Regular
Interest
outstanding as of any date of
determination.
The Uncertificated
Principal Balance of each
Uncertificated
REMIC I Regular
Interest
and
each
Uncertificated
REMIC
I
Regular
Interest
shall
be
reduced
by
all
distributions
of
principal
made
on,
and
allocation
of
Realized
Losses
to,
such
Uncertificated
REMIC I Regular Interest or
Uncertificated
REMIC II Regular Interest on such
Distribution
Date.
The
Uncertificated
Principal
Balance
of each
Uncertificated
REMIC I
Regular Interest and Uncertificated REMIC II Regular Interest shall
never be less than zero.
Uncertificated
REMIC
I
Regular
Interests:
The
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC I,
designated
as REMIC I Regular
Interests
Y-I,
Y-II,
Y-III,
Z-I,
Z-II and
Z-III,
each
having an
Uncertificated
Principal
Balance
as
specified
herein and bearing interest at a rate equal to the related
Uncertificated
REMIC I
Pass-Through Rate.
Uncertificated
REMIC I Pass-Through
Rate: With respect to REMIC I Regular
Interests
Y-I
and
Z-I,
the Net WAC
Rate of the
Group I
Loans.
With
respect
to
REMIC I
Regular
Interests
Y-II and
Z-II,
the Net WAC Rate of the Group II Loans.
With
respect
to REMIC I
Regular Interests Y-III and Z-III, the Net WAC Rate of the Group
III Loans.
Uncertificated
REMIC II
Regular
Interests:
The
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II,
designated as REMIC II Regular Interests I-A-M,
II-A-M,
III-A-M,
M-1-M,
M-2-M,
M-3-M,
B-1-M,
B-2-M,
B-3-M
and
R-M,
each
having
an
Uncertificated
Principal
Balance as specified herein and bearing interest at a rate equal to
the related Uncertificated REMIC II Pass-Through Rate.
Uncertificated
REMIC
II
Pass-Through
Rate:
With
respect
to
REMIC
II
Regular
Interests
I-A-M and R-M,
the Net WAC Rate of the
Group I Loans.
With
respect
to REMIC II
Regular
Interest
II-A-M,
the Net WAC Rate of the Group II Loans.
With
respect to REMIC II
Regular Interest
III-A-M,
the Net WAC Rate of the Group III Loans.
With respect to REMIC II
Regular Interests M-1-M,
M-2-M,
M-3-M,
B-1-M,
B-2-M and B-3-M, the weighted average of the
Uncertificated REMIC I Pass-Through Rates for the REMIC I Y Regular
Interests.
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.
Underwriter:
Citgroup Global Markets Inc.
Yield Maintenance
Agreement:
Each of the Class I-A-1 Yield Maintenance Agreement and
the Class I-A-2 Yield Maintenance Agreement.
Yield Maintenance
Agreement
Provider:
Wachovia Bank,
National
Association and its
successors
and
assigns
or any party to any
replacement,
substitute,
collateral
or other
arrangement in lieu thereof.
Yield Maintenance
Payment:
For any Distribution Date, the payment, if any, due under
the applicable Yield Maintenance Agreement in respect of such
Distribution Date.
Yield Maintenance
Agreement
Reserve Fund: The account
established and maintained by
the Trustee pursuant to Section 4.10 hereof.
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.
Section 1.03
Determination of LIBOR.
LIBOR
applicable
to the
calculation
of the
Pass-Through
Rates on the Class I-A-1
Certificates
and Class I-A-2
Certificates for any 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 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 Class
I-A-1
Certificates and Class I-A-2
Certificates then
outstanding.
The Trustee will request
the
principal
London
office of each of the
reference
banks to provide a quotation
of its
rate. If at least two such
quotations are provided,
the rate will be the arithmetic
mean of
the
quotations
rounded
up to the next
multiple
of 1/16%.
If on such date
fewer than two
quotations
are
provided
as
requested,
the rate will be the
arithmetic
mean of the rates
quoted
by
one or
more
major
banks
in New
York
City,
selected
by
the
Trustee
after
consultation
with the Master
Servicer,
as of 11:00 a.m.,
New York City time,
on such date
for loans in U.S.
Dollars
to
leading
European
banks for a period of one month in
amounts
approximately equal to the aggregate
Certificate
Principal Balance of the LIBOR Certificates
then
outstanding.
If no such
quotations
can be
obtained,
the rate
will be LIBOR for the
prior Distribution Date;
provided,
however,
if, under the priorities described above, LIBOR
for a
Distribution
Date would be based on LIBOR for the previous
Distribution
Date for the
third consecutive
Distribution
Date, the Trustee 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
calculations of the
Pass-Through
Rates applicable to each of
the Class I-A-1
Certificates and Class I-A-2
Certificates for the relevant
Interest Accrual
Period, in the absence of manifest error, will be final and
binding.
Promptly
following
each LIBOR Rate
Adjustment
Date the
Trustee
shall
supply the
Master
Servicer
with the results of its
determination
of LIBOR on such date.
Furthermore,
the Trustee
will supply to any
certificateholders
so
requesting
by
telephone
by calling
(800) 934-6802,
Pass-Through
Rates on each of the Class I-A-1
Certificates
and Class I-A-2
Certificates for the current and the immediately preceding Interest
Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) (See Section 2.01(b) of the Standard Terms).
(c) (See Section 2.01(c) of the Standard Terms).
(d) (See Section 2.01(d) of the Standard Terms).
(e) (See Section 2.01(e) of the Standard Terms).
(f) (See Section 2.01(f) of the Standard Terms).
(g) (See Section 2.01(g) of the Standard Terms).
(h) (See Section 2.01(h) of the Standard Terms).
(i) In connection with such
assignment,
and
contemporaneously
with the delivery of
this
Agreement,
the Company
delivered or caused to be
delivered
hereunder to the Trustee,
the
Yield
Maintenance
Agreements
(the
delivery
of which
shall
evidence
that the fixed
payment
for each of the Yield
Maintenance
Agreements
has been paid and the Trustee and the
Trust Fund shall have no further
payment
obligation
thereunder
and that such fixed payment
has been authorized hereby).
Section 2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section 2.03
Representations,
Warranties
and
Covenants
of the Master
Servicer
and the
Company.
(a)
For
representations,
warranties
and covenants of the Master
Servicer,
see Section
2.03(a) of the Standard Terms.
(b)
The
Company
hereby
represents
and
warrants
to the
Trustee
for the
benefit
of
Certificateholders
that as of the Closing Date (or, if otherwise
specified
below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent in payment of principal
and interest as of the Cut-off Date and no Mortgage Loan has been
so
Delinquent
more
than once in the 12-month period prior to the Cut-off Date;
(ii)
The
information
set forth in Exhibit One hereto
with
respect to each
Mortgage
Loan or the Mortgage
Loans,
as the case may be, is true and correct in all
material respects at the date or dates respecting which such
information is furnished;
(iii)
The
Mortgage
Loans are
fully-amortizing
(subject
to
interest
only
periods, if applicable),
hybrid adjustable-rate
mortgage loans with Monthly Payments
due, with respect to a majority of the Mortgage
Loans, on the first day of each month
and terms to maturity at origination or modification of not more
than 30 years;
(iv)
To the best of the Company's
knowledge if a Mortgage Loan is secured by
a Mortgaged Property with a Loan-to-Value
Ratio at origination in excess of 80%, such
Mortgage Loan is the subject of a Primary
Insurance
Policy that insures (a) at least
35% of the
Stated
Principal
Balance
of the
Mortgage
Loan at
origination
if the
Loan-to-Value
Ratio is between
100.00%
and
95.01%,
(b) at least 30% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is
between
95.00% and
90.01%,
(c) at least 25% of such
balance
if the
Loan-to-Value
Ratio is
between
90.00%
and
85.01%
and (d) at least
12% of such
balance
if the
Loan-to-Value
Ratio is
between
85.00%
and
80.01%.
To the
best of the
Company's
knowledge,
each such
Primary
Insurance
Policy is in full
force and effect and the
Trustee is entitled to the benefits thereunder;
(v)
The issuers of the Primary
Insurance
Policies are insurance
companies
whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi)
No more
than 0.8% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one
zip code
area in
Virginia,
no more
than
2.5% of the
Group II Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties
located
in any one zip code
area in
California,
no more than 3.3% of the Group III
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date are secured by
Mortgaged Properties located in any one zip code area in
California,
and no more than
0.7% of the Group I Loans are secured by Mortgaged
Properties
located in any one zip
code area
outside
Virginia,
no more than 1.5% of the Group II Loans are
secured by
Mortgaged Properties located in any one zip code area outside
California,
and no more
than 2.9% of the Group III Loans are secured by
Mortgaged
Properties
located in any
one zip code area outside California;
(vii)
The improvements upon the Mortgaged
Properties are insured against loss
by fire and other hazards as required by the Program Guide,
including flood insurance
if required under the National Flood
Insurance Act of 1968, as amended.
The Mortgage
requires
the
Mortgagor
to
maintain
such
casualty
insurance
at the
Mortgagor's
expense,
and on the
Mortgagor's
failure
to do so,
authorizes
the
holder
of the
Mortgage to obtain and maintain such insurance at the Mortgagor's
expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Immediately
prior
to the
assignment
of
the
Mortgage
Loans
to the
Trustee,
the Company had good title to, and was the sole owner of, each
Mortgage Loan
free and clear of any
pledge,
lien,
encumbrance
or security
interest
(other than
rights to servicing and related
compensation)
and such assignment
validly transfers
ownership
of the Mortgage
Loans to the Trustee
free and clear of any pledge,
lien,
encumbrance or security interest;
(ix)
Approximately
57.3% of the Group I Loans by aggregate
Stated Principal
Balance as of the Cut-off Date were
underwritten
under a reduced loan
documentation
program,
approximately
12.9% of the
Group I Loans
by
aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a no-stated
income
program,
and
approximately
4.4% of the Group I Loans by aggregate Stated Principal Balance as
of
the
Cut-off
Date
were
underwritten
under
a
no
income/no
asset
program;
approximately
56.2% of the Group II Loans by aggregate Stated Principal Balance
as of
the
Cut-off
Date were
underwritten
under a
reduced
loan
documentation
program,
approximately
11.5% of the Group II Loans by aggregate Stated Principal Balance
as of
the
Cut-off
Date
were
underwritten
under
a
no-stated
income
program,
and
approximately
4.7% of the Group II Loans by aggregate Stated Principal
Balance as of
the Cut-off Date were underwritten
under a no income/no asset program;
approximately
56.3% of the Group III Loans by aggregate Stated
Principal
Balance as of the Cut-off
Date were underwritten under a reduced loan documentation program,
approximately 7.8%
of the Group III Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten
under a no-stated income program,
and
approximately
12.0% of the
Group III Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date were
underwritten under a no income/no asset program;
(x)
Except with
respect to
approximately
15.6% of the
Mortgage
Loans by
aggregate Stated Principal
Balance as of the Cut-off Date, the Mortgagor
represented
in its loan
application
with respect to the related Mortgage Loan that the Mortgaged
Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each
Mortgage
Loan
constitutes
a qualified
mortgage
under
Section
860G(a)(3)(A) of the Code and Treasury
Regulation Section
1.860G-2(a)(1),
(2), (4),
(5) and (6),
without
reliance
on the
provisions
of
Treasury
Regulation
Section
1.860G-2(a)(3) or Treasury
Regulation
Section
1.860G-2(f)(2) or any other provision
that
would
allow
a
Mortgage
Loan
to
be
treated
as
a
"qualified
mortgage"
notwithstanding
its failure to meet the requirements of Section
860G(a)(3)(A) of the
Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5)
and (6);
(xiii) A policy of title
insurance
was
effective
as of the
closing of each
Mortgage
Loan and is valid and binding
and remains in full force and effect,
unless
the
Mortgaged
Properties
are
located
in the
State
of
Iowa
and
an
attorney's
certificate has been provided as described in the Program Guide;
(xiv)
None of the Mortgage Loans is a Cooperative Loan;
(xv)
With respect to each
Mortgage
Loan
originated
under a
"streamlined"
Mortgage
Loan
program
(through
which no new or
updated
appraisals
of
Mortgaged
Properties
are obtained in
connection
with the
refinancing
thereof),
the related
Seller has represented that either (a) the value of the related
Mortgaged
Property as
of the date the Mortgage Loan was originated was not less than the
appraised
value of
such property at the time of origination
of the
refinanced
Mortgage Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi)
Interest on each
Mortgage
Loan is calculated on the basis of a 360-day
year consisting of twelve 30-day months;
(xvii) None of the
Mortgage
Loans
contain
in the
related
Mortgage
File a
Destroyed Mortgage Note;
(xviii)None of the Mortgage Loans have been made to International
Borrowers;
(xix)
No Mortgage
Loan provides for payments that are subject to reduction by
withholding taxes levied by any foreign (non-United States)
sovereign government; and
(xx)
None of the Mortgage Loans are Additional
Collateral
Loans and none of
the Mortgage Loans are Pledged Asset Loans.
It is
understood
and
agreed
that the
representations
and
warranties
set
forth in this
Section
2.03(b) shall survive
delivery of the
respective
Mortgage
Files to the Trustee or
any Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or any
Custodian of a breach of any of the
representations
and warranties set forth in this Section
2.03(b) that materially and adversely affects the interests of the
Certificateholders
in any
Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the
other
parties (any
Custodian
being so
obligated
under a Custodial
Agreement);
provided,
however,
that in the
event of a breach
of the
representation
and
warranty
set
forth in
Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five
days of
discovery.
Within 90 days of its
discovery or its receipt of notice of breach,
the
Company
shall
either (i) cure such breach in all
material
respects or (ii)
purchase
such
Mortgage
Loan from the
Trust
Fund at the
Purchase
Price
and in the
manner
set forth in
Section
2.02;
provided
that the
Company
shall have the option to
substitute
a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within
two years
following
the Closing
Date;
provided
that if the omission or defect would cause
the
Mortgage
Loan to be other than a "qualified
mortgage" as defined in Section
860G(a)(3)
of the Code,
any such cure or repurchase
must occur within 90 days from the date such breach
was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions
by Residential
Funding.
It is
understood
and
agreed
that the
obligation
of the
Company
to cure
such
breach or to so
purchase or
substitute
for any
Mortgage
Loan as to which such a breach has occurred and is
continuing
shall
constitute
the
sole
remedy
respecting
such
breach
available
to
the
Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.04
Representations
and
Warranties of Sellers.
(See Section 2.04 of the Standard
Terms)
Section 2.05
Execution
and
Authentication
of
Certificates/Issuance
of
Certificates
Evidencing Interests in REMIC I
and REMIC II.
The Trustee
acknowledges
the assignment to it of the Mortgage Loans and the delivery
of the
Mortgage
Files to it, or any
Custodian
on its
behalf,
subject
to any
exceptions
noted,
together
with the
assignment
to it of all other
assets
included in the Trust Fund
and/or the
applicable
REMIC,
receipt
of which is hereby
acknowledged.
Concurrently
with
such delivery and in exchange
therefor,
the Trustee,
pursuant to the written request of the
Company
executed by an officer of the Company,
has
executed and caused to be
authenticated
and
delivered to or upon the order of the Company the Class R-I
Certificates
in
authorized
denominations which together with the Uncertificated
REMIC I Regular Interests,
evidence the
beneficial
interest in REMIC I and the Class R-II
Certificates
in authorized
denominations
which together with the
Uncertificated
REMIC II Regular
Interests,
evidence the beneficial
interest in REMIC II.
Section 2.06
Conveyance of
Uncertificated
REMIC I Regular
Interests and
Uncertificated
REMIC II Regular Interests; Acceptance by the Trustee.
The Company,
as of the Closing
Date,
and
concurrently
with the
execution and
delivery
hereof,
does hereby assign
without
recourse all the right,
title and interest of
the Company in and to the
Uncertificated
REMIC I Regular
Interests
and the
Uncertificated
REMIC II Regular
Interests
to the
Trustee
for the
benefit of the Holders of each Class of
Certificates
(other
than the Class R-I , Class R-II and Class P
Certificates).
The Trustee
acknowledges
receipt of the
Uncertificated
REMIC I Regular Interests and the Uncertificated
REMIC II
Regular
Interests
and
declares
that it holds and will hold the same in trust for
the
exclusive
use
and
benefit
of
all
present
and
future
Holders
of
each
Class
of
Certificates
(other
than the Class R-I , Class
R-II and Class P
Certificates).
The rights
of the Holders of each Class of
Certificates
(other than the Class R-I, Class R-II and Class
P
Certificates)
to receive
distributions
from the proceeds of REMIC III in respect of such
Classes,
and all
ownership
interests of the Holders of such Classes in such
distributions,
shall be as set forth in this Agreement.
Section 2.07
Issuance of Certificates Evidencing Interest in REMIC III.
The Trustee
acknowledges the assignment to it of the
Uncertificated
REMIC I Regular
Interests and the Uncertificated
REMIC II Regular Interests and,
concurrently
therewith and
in exchange
therefor,
pursuant to the written request of the Company
executed by an officer
of the Company,
the Trustee has executed and caused to be
authenticated
and delivered to or
upon the order of the Company,
all Classes of
Certificates
(other than the Class R-I, Class
R-II and Class P
Certificates)
in authorized
denominations,
which
evidence the beneficial
interest in the entire REMIC III.
Section 2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
Section 2.09
Agreement Regarding Ability to Disclose.
The Company, the Master Servicer and the Trustee hereby agree,
notwithstanding any
other express or implied agreement to the contrary, that any and
all Persons, and any of
their respective employees, representatives, and other agents may
disclose, immediately upon
commencement of discussions, to any and all Persons, without
limitation of any kind, the tax
treatment and tax structure of the transaction and all materials of
any kind (including
opinions or other tax analyses) that are provided to any of them
relating to such tax
treatment and tax structure.
For purposes of this paragraph, the terms "tax treatment" and
"tax structure" are defined under Treasury
Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard
Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(See Section
3.02 of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard
Terms)
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See
Section 3.06 of the Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.
(a)
(See Section 3.07(a) of the Standard Terms)
(b)
The Master Servicer shall establish and maintain a Custodial
Account in which
the Master Servicer shall deposit or cause to be deposited on a
daily basis, except as
otherwise specifically provided herein, the following payments and
collections remitted by
Subservicers or received by it in respect of the Mortgage Loans
subsequent to the Cut-off
Date (other than in respect of principal and interest on the
Mortgage Loans due on or before
the Cut-off Date):
(i)
All payments on account of principal, including Principal
Prepayments
made by Mortgagors on the Mortgage Loans and the principal
component of any
Subservicer Advance or of any REO Proceeds received in connection
with an REO
Property for which an REO Disposition has occurred;
(ii)
All payments on account of interest at the Adjusted Mortgage Rate
on
the Mortgage Loans, including Buydown Funds, if any, and the
interest component of
any Subservicer Advance or of any REO Proceeds received in
connection with an REO
Property for which an REO Disposition has occurred;
(iii)
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds
(net
of any related expenses of the Subservicer);
(iv)
All proceeds of any Mortgage Loans purchased pursuant to Section
2.02,
2.03, 2.04 or 4.07 (including amounts received from Residential
Funding pursuant to
the last paragraph of Section 4 of the Assignment Agreement in
respect of any
liability, penalty or expense that resulted from a breach of the
Compliance With Laws
Representation and all amounts required to be deposited in
connection with the
substitution of a Qualified Substitute Mortgage Loan pursuant to
Section 2.03 or
2.04);
(v)
Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21;
(vi)
All amounts transferred from the Certificate Account to the
Custodial
Account in accordance with Section 4.02(a);
(vii)
Any amounts realized by the Subservicer and received by the Master
Servicer in respect of any Additional Collateral;
(viii) Any amounts received by the Master Servicer in respect of
Pledged
Assets; and
(ix)
Any amounts received by the Master Servicer in connection with any
Prepayment Charges on the Prepayment Charge Loans.
The foregoing requirements for deposit in the Custodial Account
shall be exclusive,
it being understood and agreed that, without limiting the
generality of the foregoing,
payments on the Mortgage Loans which are not part of the Trust Fund
(consisting of payments
in respect of principal and interest on the Mortgage Loans due on
or before the Cut-off
Date) and payments or collections in the nature of late payment
charges or assumption fees
may but need not be deposited by the Master Servicer in the
Custodial Account.
In the event
any amount not required to be deposited in the Custodial Account is
so deposited, the Master
Servicer may at any time withdraw such amount from the Custodial
Account, any provision
herein to the contrary notwithstanding.
Amounts received by the Master Servicer in
connection with Prepayment Charges on the Prepayment Charge Loans
shall be remitted by the
Master Servicer on the Certificate Account Deposit Date to the
Trustee and shall be
deposited by the Trustee, upon the receipt thereof and written
direction with respect
thereto, into the Class P Reserve Account.
The Custodial Account may contain funds that
belong to one or more trust funds created for mortgage pass-through
certificates of other
series and may contain other funds respecting payments on mortgage
loans belonging to the
Master Servicer or serviced or master serviced by it on behalf of
others.
Notwithstanding
such commingling of funds, the Master Servicer shall keep records
that accurately reflect
the funds on deposit in the Custodial Account that have been
identified by it as being
attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the
proceeds of the purchase of any Mortgage Loan pursuant to Sections
2.02, 2.03, 2.04 and 4.07
received in any calendar month, the Master Servicer may elect to
treat such amounts as
included in the Available Distribution Amount for the Distribution
Date in the month of
receipt, but is not obligated to do so.
If the Master Servicer so elects, such amounts will
be deemed to have been received (and any related Realized Loss
shall be deemed to have
occurred) on the last day of the month prior to the receipt
thereof.
(c)
(See Section 3.07(c) of the Standard Terms)
(d)
(See Section 3.07(d) of the Standard Terms)
(e)
Notwithstanding Section 3.07(a), The Master Servicer shall not
waive (or
permit a Subservicer to waive) any Prepayment Charge unless: (i)
the enforceability thereof
shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other
similar laws relating to creditors' rights generally, (ii) the
enforcement thereof is
illegal, or any local, state or federal agency has threatened legal
action if the prepayment
penalty is enforced, (iii) the collectability thereof shall have
been limited due to
acceleration in connection with a foreclosure or other involuntary
payment or (iv) such
waiver is standard and customary in servicing similar Mortgage
Loans and relates to a
default or a reasonably foreseeable default and would, in the
reasonable judgment of the
Master Servicer, maximize recovery of total proceeds taking into
account the value of such
Prepayment Charge and the related Mortgage Loan.
In no event will the Master Servicer waive
a Prepayment Charge in connection with a refinancing of a Mortgage
Loan that is not related
to a default or a reasonably foreseeable default.
If a Prepayment Charge is waived, but
does not meet the standards described above, then the Master
Servicer is required to remit
the amount of such waived Prepayment Charge to the Trustee at the
time that the amount
prepaid on the related Mortgage Loan is required to be deposited
into the Custodial Account,
and upon receipt thereof and written direction with respect
thereto, the Trustee shall
deposit such amount into the Class P Reserve Account.
Notwithstanding any other provisions
of this Agreement, any payments made by the Master Servicer in
respect of any waived
Prepayment Charges pursuant to this Section shall be deemed to be
paid outside of the Trust
Fund and not part of any REMIC.
Section 3.08. Subservicing Accounts; Servicing Accounts
(See Section 3.08 of the
Standard Terms)
Section 3.09. Access to Certain Documentation and
Information Regarding the Mortgage
Loans (See Section 3.09 of the Standard Terms)
Section 3.10. Permitted Withdrawals from the Custodial Account
(See Section 3.10 of
the Standard Terms)
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder
(See Section 3.011 of the Standard Terms)
Section 3.12. Maintenance of Fire Insurance and
Omissions and Fidelity Coverage (See
Section 3.12 of the Standard Terms)
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain Assignments
(See Section 3.13 of the Standard
Terms)
Section 3.14. Realization Upon Defaulted Mortgage Loans (See
Section 3.14 of the
Standard Terms)
Section 3.15. Trustee to Cooperate; Release of Mortgage Files
(See Section 3.15 of
the Standard Terms)
Section 3.16. Servicing and Other Compensation; Compensating
Interest
(a)
(See Section 3.16(a) of the Standard Terms)
(b)
Additional servicing compensation in the form of assumption fees,
late
payment charges, investment income on amounts in the Custodial
Account or the
Certificate Account or otherwise (but not including Prepayment
Charges) shall be
retained by the Master Servicer or the Subservicer to the extent
provided herein,
subject to clause (e) below.
(c)
(See Section 3.16(c) of the Standard Terms)
(d)
(See Section 3.16(d) of the Standard Terms)
(e)
(See Section 3.16(e) of the Standard Terms)
Section 3.17. Reports to the Trustee and the Company
(See Section 3.17 of the
Standard Terms)
Section 3.18. Annual Statement as to Compliance
(See Section 3.18 of the Standard
Terms)
Section 3.19. Annual Independent Public Accountants' Servicing
Report
(See Section
3.19 of the Standard Terms)
Section 3.20. Rights of the Company in Respect of the Master
Servicer
(See Section
3.20 of the Standard Terms)
Section 3.21. Administration of Buydown Funds
(See Section 3.21 of the Standard
Terms)
Section 3.22
Advance Facility (See Section 3.2 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section 4.02
Distributions.
(a)
On each
Distribution Date (x) the Master Servicer on behalf of the Trustee
or (y) the
Paying Agent appointed by the Trustee,
shall distribute,
to the Master Servicer, in the case
of a distribution
pursuant to Section
4.02(a)(iii) below, and to each
Certificateholder
of
record on the next
preceding
Record Date (other than as provided in Section 9.01
respecting
the final
distribution),
either (1) in
immediately
available
funds (by wire
transfer
or
otherwise)
to the
account
of
such
Certificateholder
at a bank
or
other
entity
having
appropriate
facilities
therefor,
if
such
Certificateholder
has so
notified
the
Master
Servicer or the Paying
Agent,
as the case may be, or (2) if such
Certificateholder
has not
so notified the Master
Servicer or the Paying
Agent by the Record
Date,
by check mailed to
such
Certificateholder
at the address of such Holder appearing in the Certificate
Register,
such
Certificateholder's
share
(which
share
shall
be
based
on
the
aggregate
of
the
Percentage
Interests
represented
by
Certificates
of the
applicable
Class
held
by such
Holder)
of the
following
amounts,
in the
following
order
of
priority
(subject
to the
provisions
of Sections
4.02(b),
4.02(c) and 4.02(i)
below),
in each case to the extent of
the related Available Distribution Amount:
(i)
(U)
from the Available
Distribution Amount related to the Group I Loans, to
the Group I
Certificates,
on a pro rata
basis
based on the
Accrued
Certificate
Interest
payable on such
Classes of
Certificates
with
respect to such
Distribution
Date,
Accrued
Certificate
Interest on such Classes of
Certificates
for such
Distribution
Date, plus any
Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date
except
as
provided
in the
last
paragraph
of this
Section 4.02(a)
(the
"Group I Senior
Interest Distribution
Amount");
provided,
however, that amounts distributable to Holders of
the Class I-A-IO
Certificates in respect of Accrued
Certificate
Interest will be reduced to
the extent
necessary to pay any Carryover
Shortfall
Amount on the Class I-A-1
Certificates
and Class I-A-2
Certificates on the
Distribution
Date (after giving effect to payments made
pursuant to the respective Yield
Maintenance
Agreement) and such amounts will be paid to the
Class I-A-1
Certificates
and the Class I-A-2
Certificates on a pro rata basis in accordance
with their
respective
Carryover
Shortfall
Amounts;
and provided however that on and after
the Credit Support
Depletion Date, the aggregate amount of the Accrued
Certificate
Interest
for the Class I-A-1
Certificates
and Class I-A-2
Certificates
shall be
distributed to the
Class I-A-1 Certificates and the Class I-A-2 Certificates in
accordance with Section 4.02(c);
(V)
from the Available Distribution Amount related to the Group II
Loans, to the Group II Certificates, on a pro rata basis based on
Accrued
Certificate Interest payable on such Certificates with respect to
such
Distribution Date, Accrued Certificate Interest on such Classes of
Certificates for such Distribution Date, plus any Accrued
Certificate Interest
thereon remaining unpaid from any previous Distribution Date except
as
provided in the last paragraph of this Section 4.02(a) (the "Group
II Senior
Interest Distribution Amount"); provided however that after the
Credit Support
Depletion Date, the aggregate amount of the Accrued Certificate
Interest for
the Class II-A-1 Certificates and Class II-A-2 Certificates shall
be
distributed to the Class II-A-1 Certificates and the Class II-A-2
Certificates
in accordance with Section 4.02(c); and
(W)
from the Available Distribution Amount related to the Group III
Loans, to the Group III Certificates, on a pro rata basis based on
Accrued
Certificate Interest payable on such Certificates with respect to
such
Distribution Date, Accrued Certificate Interest on such classes of
Certificates for such Distribution Date plus any Accrued
Certificate Interest
thereon remaining unpaid from any previous Distribution Date except
as
provided in the last paragraph of this Section 4.02(a) (the "Group
III Senior
Interest Distribution Amount"); provided however that on and after
the Credit
Support Depletion Date, the aggregate amount of Accrued Certificate
Interest
for the Class III-A-1 Certificates and Class III-A-2 Certificates
shall be
distributed to the Class III-A-1 Certificates and the Class III-A-2
Certificates in accordance with Section 4.02(c);
(ii)
to the related Senior Certificates,
in the priorities and amounts set forth in
Section
4.02(b)
and
(c),
the sum of the
following
(applied
to
reduce
the
Certificate
Principal Balances of such Senior Certificates, as applicable):
(C)
the
related
Senior
Percentage
for
such
Distribution
Date
times
the sum of the
following:
(1)
the principal portion of each Monthly Payment due during
the related Due Period on each Outstanding Mortgage Loan in the
related
Loan Group, whether or not received on or prior to the related
Determination
Date, minus the principal portion of any related Debt
Service
Reduction
which together with other Bankruptcy Losses exceeds
the
Bankruptcy
Amount;
(2)
the
Stated
Principal
Balance
of any
Mortgage
Loan
in
the
related
Loan
Group
repurchased
during the preceding calendar month (or deemed to have been
so repurchased in accordance with Section
3.07(b))
pursuant to Section
2.02,
2.03,
2.04 or 4.07 and the amount of any shortfall
deposited in
the Custodial
Account in connection with the
substitution of a Deleted
Mortgage
Loan from the related
Loan Group
pursuant to Section 2.03 or
2.04 during the preceding calendar month; and
(3)
the
principal
portion
of all other
unscheduled
collections
with
respect
to the
related
Loan
Group
(other
than
Principal
Prepayments
in Full
and
Curtailments
and amounts received in connection with a Cash Liquidation
or REO
Disposition
of a
Mortgage
Loan
in
the
related
Loan
Group
described
in
Section
4.02(a)(ii)(B)
of
this
Series
Supplement,
including
without
limitation
any
related
Insurance
Proceeds,
Liquidation
Proceeds
and
REO
Proceeds),
including
Subsequent
Recoveries,
received during the preceding
calendar month (or deemed to
have been so received in accordance with Section
3.07(b)) to the extent
applied
by the
Master
Servicer
as
recoveries
of
principal
of the
related Mortgage Loan pursuant to Section 3.14 of the Standard
Terms;
(D)
with
respect
to each
Mortgage
Loan in the
related
Loan
Group
for
which a Cash
Liquidation or a REO Disposition
occurred during the preceding
calendar month
(or was deemed to have occurred
during such period in accordance
with Section
3.07(b)) and did not result in any Excess Special
Hazard Losses,
Excess Fraud
Losses,
Excess Bankruptcy
Losses or Extraordinary
Losses, an amount equal to
the lesser of (a) the related
Senior
Percentage
for such
Distribution
Date
times the Stated
Principal
Balance of such
Mortgage Loan and (b) the related
Senior
Accelerated
Distribution
Percentage for such
Distribution Date times
the related
unscheduled
collections
(including without limitation
Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds) to the extent applied by the
Master
Servicer
as
recoveries
of
principal
of the related
Mortgage
Loan
pursuant to Section 3.14 of the Standard Terms;
(E)
the related Senior
Accelerated
Distribution
Percentage for such
Distribution
Date
times the
aggregate
of all
Principal
Prepayments
in Full
received
in the
related
Prepayment
Period and
Curtailments
with respect to the related Loan
Group received in the preceding calendar month;
(F)
any amounts
described in
subsection
(ii),
clauses (A), (B) and (C) of this Section
4.02(a), as determined for any previous
Distribution Date, which remain unpaid
after
application of amounts
previously
distributed
pursuant to this clause
(D) to the extent that such
amounts are not
attributable
to Realized
Losses
which have been allocated to the Subordinate Certificates;
(G)
amounts required to be distributed to the Holders of Class I-A-1,
Class I-A-2,
Class
II-A-1,
Class
II-A-2,
Class
III-A-1
and
Class
III-A-2
Certificates,
as
applicable, pursuant to Section 4.02(h); minus
(H)
the related Capitalization
Reimbursement Amount for such Distribution Date multiplied
by a
fraction,
the
numerator
of
which
is
the
related
Senior
Principal
Distribution
Amount,
without
giving
effect
to
this
clause
(F),
and the
denominator of which is the sum of the principal
distribution
amounts for all
Classes of Certificates derived from the related Available
Distribution Amount
without giving effect to any reductions
for the
Capitalization
Reimbursement
Amount;
(iii)
if the Certificate
Principal
Balances of the Subordinate
Certificates
have not been reduced to zero, to the Master Servicer or a
Sub-Servicer,
by remitting
for deposit to the Custodial
Account,
to the extent of and in reimbursement
for any
Advances or
Sub-Servicer
Advances
previously made with respect to any Mortgage Loan
or REO
Property
which remain
unreimbursed
in whole or in part
following
the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property,
minus any such
Advances
that were made with respect to
delinquencies
that
ultimately
constituted
Excess
Special
Hazard
Losses,
Excess Fraud
Losses,
Excess
Bankruptcy
Losses or
Extraordinary Losses;
(iv)
to the Holders of the Class M-1
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(v)
to the
Holders of the Class M-1
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class M-1 Certificates;
(vi)
to the Holders of the Class M-2
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(vii)
to the
Holders of the Class M-2
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(ix)
to the
Holders of the Class M-3
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x)
to the Holders of the Class B-1
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(xi)
to the
Holders of the Class B-1
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class B-1 Certificates;
(xii)
to the Holders of the Class B-2
Certificates,
the Accrued
Certificate
Interest thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous
Distribution
Date,
except as provided
below;
(xiii) to the
Holders of the Class B-2
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv)
to the
Holders of the Class B-3
Certificates,
an amount
equal to the
Accrued
Certificate
Interest
thereon for such
Distribution
Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date,
except as provided below;
(xv)
to the
Holders of the Class B-3
Certificates,
an amount
equal to the
Subordinate Principal
Distribution Amount derived from each Loan Group for such Class
of Certificates for such
Distribution
Date,
applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi)
to the
Senior
Certificates,
in the
priority
set
forth
in
Section
4.02(b) of this Series Supplement,
the portion, if any, of the Available Distribution
Amount
for the
related
Loan
Group
remaining
after the
foregoing
distributions,
applied to reduce the Certificate Principal Balances of such Senior
Certificates,
but
in no event more than the aggregate of the outstanding
Certificate Principal Balances
of
each
such
Class
of
Senior
Certificates,
and
thereafter,
to each
Class
of
Subordinate
Certificates then outstanding
beginning with such Class with the Highest
Priority,
any
portion
of the
Available
Distribution
Amount
for each Loan
Group
remaining
after the
Senior
Certificates
have been
retired,
applied to reduce the
Certificate Principal Balance of each such Class of Subordinate
Certificates,
but in
no event more than the outstanding
Certificate
Principal
Balance of each such Class
of Subordinate Certificates; and
(xvii) to the Class R
Certificates,
the
balance,
if any,
of the
Available
Distribution Amount for each Loan Group.
Notwithstanding the foregoing,
on any Distribution Date, with respect to the Class of
Subordinate
Certificates
outstanding on such Distribution Date with the Lowest Priority,
or
in
the
event
the
Subordinate
Certificates
are
no
longer
outstanding,
the
Senior
Certificates,
Accrued
Certificate
Interest
thereon
remaining
unpaid
from
any
previous
Distribution
Date
will be
distributable
only to the
extent
that (1) a
shortfall
in the
amounts
available to pay Accrued
Certificate
Interest on any Class of Certificates
results
from an interest
rate
reduction in
connection
with a Servicing
Modification,
or (2) such
unpaid Accrued
Certificate
Interest was attributable to interest
shortfalls relating to the
failure of the Master
Servicer to make any
required
Advance,
or the
determination
by the
Master Servicer that any proposed
Advance would be a
Nonrecoverable
Advance with respect to
the
related
Mortgage
Loan where such
Mortgage
Loan has not yet been the subject of a Cash
Liquidation or REO Disposition or the related
Liquidation
Proceeds,
Insurance
Proceeds and
REO Proceeds have not yet been distributed to the
Certificateholders.
(b)
Distributions
of principal
on the Senior
Certificates
on each
Distribution
Date will be made as follows:
(i)
the Group I Senior
Principal
Distribution
Amount shall be distributed
as follows: (A) first, to the Class R-I, Class R-II and Class R-III
Certificates,
pro
rata, until the Certificate
Principal
Balances thereof have been reduced to zero and
(B)
second,
any
remaining
amount to the Class I-A-1
Certificates
and Class I-A-2
Certificates,
concurrently
on a pro rata basis in accordance
with their
respective
Certificate Principal Balances,
until the Certificate Principal Balances thereof have
been reduced to zero;
(ii)
the Group II Senior Principal
Distribution
Amount shall be distributed
concurrently
on a pro rata
basis in
accordance
with their
respective
Certificate
Principal
Balances to the Class II-A-1
Certificates
and Class II-A-2
Certificates,
until the Certificate Principal Balances thereof have been reduced
to zero; and
(iii)
the Group III Senior Principal
Distribution Amount shall be distributed
concurrently
on a pro rata
basis in
accordance
with their
respective
Certificate
Principal Balances to the Class III-A-1
Certificates and Class III-A-2
Certificates,
until the Certificate Principal Balances thereof have been reduced
to zero.
(c)
On
or
after
the
occurrence
of
the
Credit
Support
Depletion
Date,
all
priorities
relating
to
distributions
in
Sections
4.02(a)(i)(U),
4.02(a)(i)(V),
and
4.02(a)(i)(W),
4.02(b)(i),
4.02(b)(ii) and
4.02(b)(iii)
relating to principal and interest
between the Group I Certificates,
the Group II
Certificates
or the Group III
Certificates,
as applicable,
will be disregarded.
Instead,
until
reduction of the Certificate
Principal
Balance of the Class I-A-2
Certificates to zero, the aggregate
amount
distributable
to the
Class I-A-1
Certificates
and Class I-A-2
Certificates
in respect of the aggregate
Accrued
Certificate
Interest
thereon and in respect of their aggregate pro rata portion of the
Group
I Senior Principal
Distribution
Amount will be distributed among such Senior Certificates in
the following priority:
first, to the Class I-A-1 Certificates,
up to an amount equal to the
Accrued
Certificate
Interest on the Class
I-A-1
Certificates;
second,
to the Class I-A-1
Certificates,
up to an
amount
equal to the
Super
Senior
Optimal
Principal
Distribution
Amount for the Class I-A-1
Certificates,
in reduction of the Certificate
Principal
Balance
thereof,
until the Certificate
Principal Balance thereof has been reduced to zero; third, to
the Class
I-A-2
Certificates,
up to an amount
equal to the
Accrued
Certificate
Interest
thereon;
and fourth, to the Class I-A-2
Certificates,
the remainder,
until the Certificate
Principal
Balance
thereof has been
reduced to zero.
In
addition,
until
reduction of the
Certificate
Principal Balance of the Class II-A-2
Certificates to zero, the aggregate amount
distributable
to the Class II-A-1
Certificates
and Class II-A-2
Certificates in respect of
the
aggregate
Accrued
Certificate
Interest
thereon and in respect of their
aggregate pro
rata portion of the Group II Senior Principal
Distribution
Amount will be distributed
among
such Senior Certificates in the following priority:
first, to the Class II-A-1
Certificates,
up to an amount equal to the Accrued
Certificate
Interest on the Class II-A-1
Certificates;
second,
to the Class II-A-1
Certificates,
up to an amount equal to the Super Senior Optimal
Principal
Distribution
Amount
for
the
Class
II-A-1
Certificates,
in
reduction
of the
Certificate
Principal
Balance thereof,
until the Certificate
Principal
