EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of May 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2006-QO5
TABLE OF CONTENTS
(continued)
PAGE
-iv-
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................3
Section 1.01.
Definitions.......................................................................3
Section 1.02.
Determination of
LIBOR...........................................................49
Section 1.03.
Determination of
MTA.............................................................50
Section 1.04.
Use of Words and
Phrases.........................................................50
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................51
Section 2.01.
Conveyance of Mortgage
Loans.....................................................51
Section 2.02.
Acceptance by
Trustee............................................................51
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Company..........................................................................51
Section 2.04.
Representations and Warranties of
Sellers........................................54
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in REMIC I and REMIC II
Certificates........................54
Section 2.06.
Conveyance of Uncertificated Regular Interests; Acceptance by the
Trustee........54
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC
III........................55
Section 2.08.
Purposes and Powers of the
Trust.................................................55
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................55
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................56
Section 3.01
Master Servicer to Act as
Servicer...............................................56
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers'
Obligations............................56
Section 3.03
Successor
Subservicers...........................................................56
Section 3.04
Liability of the Master
Servicer.................................................56
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................................56
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee..................56
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.......56
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................59
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage
Loans............................................................................59
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................59
Section 3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder...........59
Section 3.12.
Maintenance of Fire Insurance and
Omissions and Fidelity Coverage...............59
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments..................................................59
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................59
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................60
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................60
Section 3.17.
Reports to the Trustee and the
Company...........................................61
Section 3.18.
Annual Statement as to
Compliance................................................61
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................61
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................61
Section 3.21.
Administration of Buydown
Funds..................................................61
Section 3.22
Advance
Facility.................................................................61
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................62
Section 4.01.
Certificate
Account..............................................................62
Section 4.02.
Distributions....................................................................62
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies;
Exchange Act
Reporting...........................................................68
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the
Master
Servicer..................................................................68
Section 4.05.
Allocation of Realized
Losses....................................................69
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................71
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................71
Section 4.08.
Surety
Bond......................................................................71
Section 4.09.
Basis Risk Shortfall Reserve
Fund................................................71
ARTICLE V
THE
CERTIFICATES..........................................................................73
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................74
ARTICLE VII
DEFAULT...................................................................................75
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................76
ARTICLE IX
TERMINATION...............................................................................77
Section 9.01
Optional Purchase by the Master Servicer of All Certificates;
Termination
Upon Purchase by the Master Servicer or Liquidation of All Mortgage
Loans........77
Section 9.02
Additional Termination
Requirements..............................................81
Section 9.03
(See Section 9.03 of the Standard
Terms).........................................82
ARTICLE X
REMIC
PROVISIONS..........................................................................83
Section 10.01.
REMIC
Administration.............................................................83
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification.................83
Section 10.03.
Designation of
REMICs............................................................83
Section 10.04.
Distributions on the REMIC I Regular
Interests...................................83
Section 10.05.
Compliance with Withholding
Requirements.........................................83
ARTICLE XI
MISCELLANEOUS
PROVISIONS..................................................................85
Section 11.01.
Amendment........................................................................85
Section 11.02.
Recordation of Agreement;
Counterparts...........................................85
Section 11.03.
Limitation on Rights of
Certificateholders.......................................85
Section 11.04.
Governing
Law....................................................................85
Section 11.05.
Notices..........................................................................85
Section 11.06.
Required Notices to Rating Agency and
Subservicer................................86
Section 11.07.
Severability of
Provisions.......................................................86
Section 11.08.
Supplemental Provisions for
Resecuritization.....................................86
Section 11.09.
Allocation of Voting
Rights......................................................86
Section 11.10.
No
Petition......................................................................86
ARTICLE XII
COMPLIANCE WITH REGULATION
AB.............................................................87
APPENDICES
Appendix One:
Calculation of REMIC I Principal Reduction Amounts
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
March 1, 2006
This is a Series Supplement,
dated as of May 1, 2006 (the "Series Supplement"),
to the Standard Terms of
Pooling and
Servicing
Agreement,
dated as of March 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
DEUTSCHE
BANK TRUST
COMPANY
AMERICAS,
as Trustee
(together
with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial ownership interest in the Mortgage Loans.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
REMIC I
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting of the Mortgage
Loans and certain other related
assets
subject to this
Agreement
(but excluding the
Basis Risk
Shortfall
Reserve
Fund and the Yield
Maintenance
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 Class R-I
Certificates
will
represent
the sole
Class of
"residual
interests"
in REMIC I for
purposes
of the
REMIC
Provisions
(as
defined
herein)
under
federal
income
tax law.
The
following
table
irrevocably
sets forth the
designation,
remittance
rate (the
"Uncertificated
REMIC I Pass-Through
Rate") and
initial
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC I (the "REMIC I Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular
Interest shall be the Maturity
Date.
None of
the REMIC I Regular Interests will be certificated.
UNCERTIFICATED
REMIC I
-------------------------
INITIAL UNCERTIFICATED
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
LT1
Variable(1)
$1,076,486,554.16
May 25, 2046
LT2
Variable(1)
$53,579.35
May 25, 2046
LT3
0.00%
$54,117.80
May 25, 2046
LT4
Variable(1)
$54,117.80
May 25, 2046
LT6
Variable(1)
$53,848.57
May 25, 2046
LT7
0.00%
$53,848.57
May 25, 2046
LT8
Variable(1)
$53,848.57
May 25, 2046
LT10
Variable(1)
$53,848.57
May 25, 2046
LT11
0.00%
$53,848.57
May 25, 2046
LT12
Variable(1)
$53,848.57
May 25, 2046
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator will elect to treat the segregated pool of assets
consisting
of the REMIC I Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated
pool of assets
will be
designated
as
REMIC
II.
The
Class
R-II
Certificates
will
represent
the sole
Class of
"residual
interests"
in REMIC II for purposes of the REMIC
Provisions
under federal
income tax law. The
following
table
irrevocably sets forth the designation,
type,
Pass-Through Rate, aggregate initial Certificate
Principal Balance
or Uncertificated
Principal Balance,
as applicable,
Maturity Date, initial ratings and certain features for each
of the "regular
interests"
in REMIC II (the
"REMIC II
Regular
Interests")
and the Class P
Certificates.
The
"latest
possible
maturity
date"
(determined
solely for
purposes of
satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC II Regular
Interest
shall be the Maturity Date.
REMIC II Regular
Interests
SB-IO and SB-PO will not be certificated.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES
DATE
MOODY'S
DENOMINATIONS
Class I-A-1
Adjustable
$179,443,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class I-A-2
Adjustable
$107,666,000.00 Senior Mezzanine/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class I-A-3
Adjustable
$71,777,000.00 Senior Support/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class II-A-1
Adjustable
$237,255,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class II-A-2
Adjustable
$118,628,000.00 Senior Mezzanine/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class II-A-3
Adjustable
$39,542,000.00 Senior Support/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class III-A-1
Adjustable
$57,217,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class III-A-2
Adjustable
$81,717,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class III-A-3
Adjustable
$32,687,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class III-A-4
Adjustable
$36,385,000.00 Super Senior/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class III-A-5
Adjustable
$23,112,000.00 Senior Support/
May 25, 2046
AAA/Aaa
$100,000.00
Rate(1)(4)
Adjustable Rate
Class XC
Variable
$0.00 Senior/Variable
May 25, 2046
AAA/Aaa
$2,000,000.00
Rate(2)(4)
Rate/Interest Only
Class XN
Variable
$0.00 Senior/Variable
May 25, 2046
AAA/Aaa
$2,000,000.00
Rate(3)(4)
Rate/Interest Only
Class M-1
Adjustable
$26,463,000.00 Mezzanine/Adjustable
May 25, 2046
AA+/Aaa
$100,000.00
Rate(1)(4)
Rate
Class M-2
Adjustable
$17,155,000.00 Mezzanine/Adjustable
May 25, 2046
AA/Aa1
$100,000.00
Rate(1)(4)
Rate
Class M-3
Adjustable
$5,462,000.00 Mezzanine/Adjustable
May 25, 2046
AA-/Aa1
$100,000.00
Rate(1)(4)
Rate
Class M-4
Adjustable
$12,962,000.00 Mezzanine/Adjustable
May 25, 2046
A+/Aa2
$250,000.00
Rate(1)(4)
Rate
Class M-5
Adjustable
$10,269,000.00 Mezzanine/Adjustable
May 25, 2046
A-/A1
$250,000.00
Rate(1)(4)
Rate
Class M-6
Adjustable
$7,508,000.00 Mezzanine/Adjustable
May 25, 2046
BBB+/A3
$250,000.00
Rate(1)(4)
Rate
Class M-7
Adjustable
$6,339,000.00 Mezzanine/Adjustable
May 25, 2046
BBB-/Baa2
$250,000.00
Rate(1)(4)
Rate
SB-IO and
(5)
$5,385,460.54 Subordinate
May 25, 2046
N/R
N/A
SB-PO (3)
Class P(6)
N/A
N/A
Prepayment Charge
May 25, 2046
N/R
N/A
(1)
The REMIC II
Regular
Interests,
ownership of which is represented by the Class I-A,
Class II-A,
Class
III-A and
Class M
Certificates,
will accrue
interest
at a per annum rate equal to the lesser of (i)
One-Month
LIBOR plus the related Margin for such Distribution Date and (ii)
the Net Rate Cap.
(2)
The REMIC II
Regular
Interest,
ownership of which is
represented
by the Class XC
Certificates,
will
accrue
interest
at a per annum
rate equal to the lesser of (i) the
excess,
if any,
of (w) the Group I Net WAC
Rate over (x) the sum of MTA plus 1.50%,
and (ii) the excess,
if any, of (y) the Group I Available Funds Cap Rate
over (z) the sum of MTA plus 1.50%.
(3)
The REMIC II
Regular
Interest,
ownership of which is
represented
by the Class XN
Certificates,
will
accrue
interest
at a per annum rate equal to the lesser of (i) the
excess,
if any,
of (w) the Group II Net WAC
Rate over (x) the sum of MTA plus 1.00%,
and (ii) the
excess,
if any,
of (y) the Group II
Available
Funds Cap
Rate over (z) the sum of MTA plus 1.00%.
(4)
The Class A
Certificates
and Class X
Certificates
will also entitle their
Holders to receive
certain
payments in respect of Basis Risk
Shortfalls from Holders of the Class SB
Certificates
from amounts to which the
Holders of the Class SB Certificates is entitled and from amounts
received under the Yield
Maintenance
Agreement,
which
payments
will
not be
part
of the
entitlement
of the
REMIC
II
Regular
Interests
evidenced
by such
Certificates.
(5)
The Class SB
Certificates
will accrue
interest as described in the
definition
of Accrued
Certificate
Interest.
The Class SB
Certificates
will not accrue interest on their
Certificate
Principal
Balance.
Amounts
paid, or deemed paid, to the Class SB Certificates
shall be deemed to first be paid to REMIC II Regular
Interests
SB-IO and SB-PO as set forth herein.
(6)
The Class P Certificates will not represent ownership of an
interest in any REMIC.
REMIC III
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets
consisting
of REMIC II Regular
Interests
SB-IO and SB-PO as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as "REMIC III." The Class R-X
Certificates
will
represent the sole
Class of "residual
interests"
in REMIC III for purposes of the REMIC
Provisions
under
federal
income tax law.
The following table
irrevocably sets forth the designation,
Pass-Through Rate and initial
Certificate
Principal
Balance for the single "regular
interest" in REMIC III (the "REMIC III Regular
Interest").
The "latest
possible
maturity date" (determined solely for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii))
for
the REMIC III Regular Interest shall be the Maturity Date.
INITIAL CERTIFICATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
SB
Variable(1)
$5,385,460.54
May 25, 2046
____________
(1)
The Class SB
Certificates
will accrue
interest as described in the
definition
of Accrued
Certificate
Interest.
The Class SB
Certificates
will not accrue interest on their
Certificate
Principal
Balance.
The REMIC III Regular
Interest
will not have a
Pass-Through
Rate,
but will be entitled to 100% of all
amounts distributed or deemed distributed on REMIC II Regular
Interests SB-IO and SB-PO.
The Group I Loans have an aggregate
Cut-off Date Principal
Balance equal to
$392,225,563.92.
The Group
I Loans are payment-option
adjustable-rate
first lien Mortgage Loans with a negative
amortization feature having
terms to maturity at origination or
modification
of generally not more than 40 years.
The Group II Loans have an
aggregate
Cut-off
Date
Principal
Balance
equal to
$432,158,533.61.
The
Group II Loans
are
payment
option
adjustable
rate first lien
Mortgage
Loans with a negative
amortization
feature
having
terms to
maturity
at
origination
or
modification
of generally not more than 40 years.
The Group III Loans have an aggregate
Cut-off
Date
Principal
Balance equal to
$252,587,363.01.
The Group III Loans are payment option
adjustable
rate first
lien Mortgage Loans with a negative
amortization
feature having terms to maturity at origination or
modification
of generally not more than 40 years.
In consideration
of the mutual
agreements
herein
contained,
the Company,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
DEFINITIONS.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
an amount equal to (a) in the
case of each Class of Class A Certificates and Class M
Certificates,
interest accrued during the related Interest
Accrual Period on the Certificate
Principal
Balance thereof
immediately
prior to such
Distribution Date at the
related
Pass-Through
Rate and (b) in the case of the Class X
Certificates,
interest
accrued during the related
Interest Accrual Period on the related Notional Amount
immediately
prior to that Distribution Date at the related
Pass-Through Rate.
The amount of Accrued
Certificate
Interest on each Class of
Certificates shall be reduced by the amount
of Prepayment
Interest
Shortfalls on the related Mortgage Loans during the prior calendar
month to the extent not
covered by
Compensating
Interest
pursuant to Section 3.16
and by Relief Act Shortfalls on the related
Mortgage
Loans
during the related Due Period on the related
Mortgage
Loans
allocable to such Class of
Certificates
for
that Distribution
Date. The portion of any Prepayment
Interest
Shortfalls or Relief Act Shortfalls
allocated to
the Class A
Certificates
will be based upon the related Senior
Percentage of all such reductions with respect to
the related Mortgage Loans,
such reductions to be allocated among the related Class A
Certificates,
pro rata, on
the basis of Accrued
Certificate
Interest
payable on such
Distribution
Date absent such
reductions,
with the
remainder of such reductions allocated among the Holders of all
Classes of Class M
Certificates,
pro rata, on the
basis of Accrued Certificate Interest payable on such Distribution
Date absent such reductions.
Accrued
Certificate
Interest with respect to any Distribution Date and any Class of
Class A Certificates
and Class M
Certificates
shall further be reduced by the interest
portion of Realized
Losses
allocated to that
Class of Certificates pursuant to Section 4.05.
Accrued
Certificate
Interest with respect to the Class A Certificates and the Class M
Certificates shall
accrue on the basis of the
actual
number of days in the
related
Interest
Accrual
Period
and a 360-day
year.
Accrued
Certificate
Interest on the Class X Certificates shall accrue on the basis of a
360-day year divided into
twelve 30-day months.
With
respect
to each
Distribution
Date and the
Class SB
Certificates,
interest
accrued
during the
preceding
Interest Accrual Period at the related
Pass-Through
Rate on the related
Notional Amount,
immediately
prior to such Distribution Date, reduced by any interest
shortfalls with respect to the Mortgage Loans,
including
Prepayment
Interest
Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 or by
Excess
Cash Flow
pursuant
to
Section 4.02(c)(iii)
and
(iv).
Accrued
Certificate
Interest
on the
Class SB
Certificates
shall
accrue on the basis of a 360-day
year and the actual
number of days in the related
Interest
Accrual Period.
Adjustment
Date:
With respect to each Mortgage
Loan,
each date set forth in the related
Mortgage Note
on which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Available
Distribution
Amount:
As
to
any
Distribution
Date
and
each
Loan
Group,
as
determined
separately
for each Loan Group,
an amount equal to (a) the sum of (i) the amount
relating to the Mortgage
Loans
on deposit in the Custodial Account as of the close of business on
the immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in
connection
with the
substitution
of
Qualified
Substitute
Mortgage
Loans,
(ii) the amount of any Advance
made on the
immediately
preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the Certificate
Account on the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount deposited
in the
Certificate
Account
pursuant to Section 4.07 or Section 9.01, (v) any amount that the
Master
Servicer is
not permitted to withdraw from the Custodial Account or the
Certificate
Account pursuant to Section 3.16(e),
(vi)
the
proceeds of any Pledged
Assets
received
by the Master
Servicer,
reduced by (b) the sum as of the close of
business
on the
immediately
preceding
Determination
Date of (v) any
payments
or
collections
consisting
of
Prepayment
Charges on the Mortgage Loans that were received during the related
Prepayment
Period;
(w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future Distribution and (y) amounts
permitted to be withdrawn by the
Master
Servicer
from the
Custodial
Account in respect
of the
Mortgage
Loans
pursuant
to clauses
(ii)-(x),
inclusive, of Section 3.10(a).
Available
Funds Rate:
With respect to any
Distribution
Date, a per annum rate equal to (i) the product
of (x) the Available
Distribution Amount for all Loan Groups and (y) a fraction,
the numerator of which is 12 and
the
denominator
of which is the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans as of the Due Date
occurring
in the
month
preceding
the
month
of such
Distribution
Date
(after
giving
effect
to
principal
prepayments
in the Prepayment
Period related to the prior Due Date),
minus (ii) the product of (a) the aggregate
amount of Accrued
Certificate
Interest payable to the Class X Certificates for such
Distribution
Date and (b) a
fraction,
the numerator of which is 12 and the denominator of which is the
aggregate Stated
Principal
Balance of
all of the Mortgage Loans as of the Due Date occurring in the month
preceding the month of such
Distribution
Date
(after giving effect to principal
prepayments in the Prepayment
Period related to that prior Due Date),
adjusted
to an actual/360 rate.
Basis
Risk
Shortfall:
With
respect
to the
Class A
Certificates
and
Class M
Certificates
and any
Distribution
Date,
an
amount
equal
to the
excess,
if any,
of
(i) Accrued
Certificate
Interest
for
that
Class calculated at a rate equal to One-Month LIBOR plus the
related Margin over (ii) Accrued
Certificate Interest
for that
Class calculated
assuming the Net Rate Cap was equal to the Net WAC Cap Rate for
such Distribution Date;
plus any unpaid
Basis Risk
Shortfall
from prior
Distribution
Dates,
plus
interest
thereon to the extent not
previously paid from Excess Cash Flow or the Yield Maintenance
Agreement.
Basis Risk Shortfall Reserve Fund:
The reserve fund created pursuant to Section 4.09.
Basis Risk Shortfall Reserve Fund Amount:
$149,966.00.
Book-Entry Certificate:
The Class A Certificates and Class M Certificates.
Capitalization
Reimbursement
Amount:
As to any Distribution Date and Loan Group, the amount of Advances
or Servicing
Advances
that were added to the Stated
Principal
Balance of the Mortgage
Loans in such Loan Group
during
the prior
calendar
month
and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant
to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and reimbursed to the Master Servicer or Subservicer on
or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any Distribution Date and Loan Group, the amount,
if any, by which the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of
the
Mortgage
Loans in such Loan
Group
during the
preceding
calendar
month
exceeds
the amount of
principal
payments on the Mortgage
Loans included in the portion of the Available
Distribution
Amount related to that Loan
Group and Distribution Date.
Certificate:
Any Class A, Class X, Class M, Class SB, 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
"DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as trustee,
in trust for
the registered
Holders of Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-QO5" and which must be an Eligible Account.
Certificate
Principal
Balance:
With respect to any Class A Certificate or Class M
Certificate,
on any
date of
determination,
an amount equal to (i) the initial
Certificate
Principal
Balance of such Certificate as
specified on the face thereof minus (ii) the sum of (x) the
aggregate of all amounts
previously
distributed
with
respect to such
Certificate
(or any
predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance
thereof
pursuant to Section
4.02(c) and (y), the aggregate of all
reductions in
Certificate
Principal
Balance
deemed to have
occurred in
connection
with
Realized
Losses
which were
previously
allocated to such
Certificate
(or any
predecessor
Certificate)
pursuant
to Section
4.05;
provided
that,
with
respect to any
Distribution
Date, the Certificate
Principal
Balance of (i) the Class I-A Certificates and
Class M Certificates
will be
increased,
in each case to the extent of Realized
Losses
previously
allocated
thereto
and
remaining
unreimbursed,
by the Subsequent
Recovery
Allocation
Amount for Loan Group I in the following order of priority:
first to the Class I-A
Certificates,
pro rata,
and then to the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,
Class
M-6 and
Class
M-7 Certificates,
in
that
order,
(ii) the
Class
II-A
Certificates
and
Class M
Certificates
will be increased,
in each case to the extent of Realized Losses
previously
allocated
thereto and
remaining
unreimbursed,
by the Subsequent
Recovery Allocation Amount for Loan Group II in the following order
of
priority:
to the Class II-A
Certificates,
pro rata, and then to the Class M-1, Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6 and Class M-7
Certificates,
in that order and (iii) the Class III-A Certificates and Class M
Certificates
will be increased,
in each case to the extent of Realized Losses
previously
allocated
thereto and
remaining
unreimbursed,
by the Subsequent Recovery Allocation Amount for Loan Group III in
the following order of
priority:
to the Class III-A
Certificates,
pro rata, and then to the Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5, Class M-6 and Class M-7
Certificates,
in that order. With respect to any Class SB Certificate,
on any
date of determination,
an amount equal to the Percentage Interest evidenced by such
Certificate,
multiplied by an
amount equal to (i) the excess,
if any, of (A) the then aggregate Stated
Principal
Balance of the Mortgage Loans
over (B) the then aggregate
Certificate
Principal
Balance of the Class A
Certificates
and Class M Certificates
then
outstanding,
which
represents
the sum of (i) the
initial
Uncertificated
Principal
Balance
of REMIC II
Regular
Interest
SB-PO,
as reduced by Realized Losses
allocated
thereto and payments deemed made thereon,
and
(ii)
accrued and unpaid
interest on REMIC II Regular
Interest
SB-IO,
as reduced by Realized
Losses
allocated
thereto.
The Class R Certificates will not have a Certificate Principal
Balance.
Class
I-A-1
Certificate:
Any
one of
the
Class
I-A-1
Certificates,
executed
by
the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class I-A-2,
Class I-A-3,
Class M,
Class SB,
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to
receive Basis Risk Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class I-A-1 Margin:
With respect to any
Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.215% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.430% per annum.
Class
I-A-2
Certificate:
Any
one of
the
Class
I-A-2
Certificates,
executed
by
the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class I-A-3 Certificates,
Class M
Certificates,
Class SB
Certificates and Class R
Certificates with respect to
distributions
and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the
right to
receive
Basis
Risk
Shortfalls
and
(iii)
the
right to
receive
payments
under the Yield
Maintenance Agreement.
Class I-A-2 Margin:
With respect to any
Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.190% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.380% per annum.
Class
I-A-3
Certificate:
Any
one of
the
Class
I-A-3
Certificates,
executed
by
the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation
of Realized
Losses in respect of Group I Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to
receive Basis Risk Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class I-A-3 Margin:
With respect to any
Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.250% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.500% per annum.
Class I-A Certificates:
Collectively,
the Class I-A-1
Certificates,
Class I-A-2 Certificates and Class
I-A-3 Certificates.
Class I-A Certificate Group:
The Class I-A Certificates.
Class I-A
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion
of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect to the Group I Loans.
Class
II-A-1
Certificate:
Any
one of the
Class
II-A-1
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class II-A-2
Certificates,
Class II-A-3 Certificates,
Class M
Certificates,
Class SB
Certificates and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses in respect of Group II Loans
as
set forth in
Section 4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC II for
purposes of the REMIC
Provisions,
(ii) the right to receive Basis Risk
Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class II-A-1 Margin:
With respect to any Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.190% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.380% per annum.
Class
II-A-2
Certificate:
Any
one of the
Class
II-A-2
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class II-A-3 Certificates,
Class M
Certificates,
Class SB
Certificates and Class R Certificates with respect to
distributions
and the
allocation of Realized
Losses in respect of Group II
Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class II-A-2 Margin:
With respect to any Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.230% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.460% per annum.
Class
II-A-3
Certificate:
Any
one of the
Class
II-A-3
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses in respect of Group II
Loans as set forth in
Section 4.05,
and
evidencing (i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to
receive Basis Risk Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class II-A-3 Margin:
With respect to any Distribution
Date prior to the second
Distribution
Date after
the first possible
Optional
Termination
Date,
0.280% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.560% per annum.
Class II-A
Certificates:
Collectively,
the Class II-A-1
Certificates,
Class II-A-2
Certificates
and
Class II-A-3 Certificates.
Class II-A Certificate Group:
The Class II-A Certificates.
Class II-A
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect to the Group II Loans.
Class
III-A-1
Certificate:
Any one of the Class
III-A-1
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class III-A-5 Certificates,
Class M
Certificates,
Class SB Certificates and Class R Certificates with respect to
distributions
and the allocation of Realized
Losses in respect of Group III
Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class III-A-1 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after
the first possible
Optional
Termination
Date,
0.070% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.140% per annum.
Class
III-A-2
Certificate:
Any one of the Class
III-A-2
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class III-A-5 Certificates,
Class M
Certificates,
Class SB Certificates and Class R Certificates with respect to
distributions
and the allocation of Realized
Losses in respect of Group III
Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class III-A-2 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after
the first possible
Optional
Termination
Date,
0.140% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.280% per annum.
Class
III-A-3
Certificate:
Any one of the Class
III-A-3
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class III-A-5 Certificates,
Class M
Certificates,
Class SB Certificates and Class R Certificates with respect to
distributions
and the allocation of Realized
Losses in respect of Group III
Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class III-A-3 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after
the first possible
Optional
Termination
Date,
0.190% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.380% per annum.
Class
III-A-4
Certificate:
Any one of the Class
III-A-4
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class III-A-5 Certificates,
Class M
Certificates,
Class SB Certificates and Class R Certificates with respect to
distributions
and the allocation of Realized
Losses in respect of Group III
Loans as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class III-A-4 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after
the first possible
Optional
Termination
Date,
0.270% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.540% per annum.
Class
III-A-5
Certificate:
Any one of the Class
III-A-5
Certificates,
executed
by the
Trustee
and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the
Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses in respect of Group III
Loans as set forth in
Section 4.05,
and evidencing (i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to
receive Basis Risk Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class III-A-5 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after
the first possible
Optional
Termination
Date,
0.280% per annum,
and on any
Distribution
Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.560% per annum.
Class III-A
Certificates:
Collectively,
the Class III-A-1
Certificates,
Class
III-A-2
Certificates,
Class III-A-3 Certificates, Class III-A-4 Certificates and Class
III-A-5 Certificates.
Class III-A Certificate Group:
The Class III-A Certificates.
Class III-A
Interest
Remittance
Amount:
With
respect to any
Distribution
Date,
the
portion of the
Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced
with
respect to the Group III Loans.
Class A Certificates:
Collectively,
the Class I-A
Certificates,
Class II-A
Certificates,
Class III-A
Certificates.
Class A
Interest
Distribution
Priority:
With respect to each
Class of
Class A
Certificates
and any
Distribution Date, the amount available for payment of Accrued
Certificate
Interest thereon for that Distribution
Date plus Accrued
Certificate
Interest thereon remaining unpaid from any prior
Distribution Date, in the amounts
and priority as follows:
o
first, concurrently,
(i) to the Class I-A Certificates,
pro rata, from the Class I-A Interest Remittance
Amount on a pro rata basis,
(ii) to the Class II-A
Certificates,
pro rata, from the Class II-A
Interest
Remittance Amount on a pro rata basis and (iii) to the Class III-A
Certificates,
from
the Class III-A Interest Remittance Amount on a pro rata basis;
o
second,
concurrently,
(i) to the Class II-A
Certificates and Class III-A
Certificates,
pro rata, from
the remaining
Class I-A
Interest
Remittance
Amount,
(ii) to the Class I-A
Certificates
and
Class III-A
Certificates,
pro rata, from the remaining
Class II-A
Interest
Remittance Amount
and
(iii) to the
Class
I-A
Certificates
and Class
II-A
Certificates,
pro
rata,
from the
remaining
Class III-A
Interest
Remittance
Amount,
as needed
after
taking into
account any
distributions in respect of interest on the Class A Certificates
made in first above;
o
third,
concurrently,
(i) from the Principal
Remittance
Amount related to Loan Group I to the Class I-A
Certificates,
pro rata,
(ii) from the Principal
Remittance
Amount related to Loan Group II to
the Class II-A
Certificates,
pro rata and (iii) from the Principal Remittance Amount related to
Loan
Group III to the
Class III-A
Certificates,
pro
rata,
after
taking
into
account
any
distributions
in
respect
of
interest
on the
Class A
Certificates
made in first and second
above; and
o
fourth,
concurrently,
(i) to the Class II-A
Certificates and Class III-A
Certificates,
pro rata, from
the
remaining
Principal
Remittance
Amount
related
to Loan
Group I,
(ii) to the
Class I-A
Certificates
and Class III-A
Certificates,
pro rata, from the remaining
Principal
Remittance
Amount
related
to Loan
Group
II and
(iii) to the
Class
I-A
Certificates
and
Class
II-A
Certificates,
pro rata,
from the remaining
Principal
Remittance
Amount related to Loan Group
III, as needed after taking into account any
distributions in respect of interest on the Class A
Certificates made in first, second and third above.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger
Event is in effect for that
Distribution
Date,
the Principal
Distribution
Amount for that
Distribution Date or (ii) on or after the Stepdown Date if a
Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)the
excess,
if any,
of (A) the
aggregate
Certificate
Principal
Balance of the Class A
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M
Certificates:
Collectively,
the Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M-5, Class
M-6 and Class M-7 Certificates.
Class M-1
Certificate:
Any one of the Class M-1 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-2, Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class SB and Class R Certificates
with respect
to
distributions
and the
allocation
of Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to
receive Basis Risk Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class M-1 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.350% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.525% per annum.
Class
M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
or
(ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates (after taking into account the payment of the Class A
Principal
Distribution Amount for that
Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-1
Certificates
immediately prior to
that Distribution Date over (B) the lesser of (x) the product of
(1) the
applicable
Subordination
Percentage and
(2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class M-2
Certificate:
Any one of the Class M-2 Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit B, senior to
the
Class M-3,
Class
M-4,
Class
M-5,
Class M-6,
Class
M-7,
Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a "regular
interest"
in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to receive
Basis Risk Shortfalls and (iii) the right to receive payments under
the Yield Maintenance Agreement.
Class M-2 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.380% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.570% per annum.
Class
M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount
and
Class M-1
Principal
Distribution
Amount
or (ii) on or after the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal Distribution Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates and Class M-1
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-2
Certificates
immediately
prior to that
Distribution
Date over
(B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date
and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3 Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B,
senior to the Class M-4,
Class
M-5,
Class
M-6,
Class M-7,
Class SB and Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a
"regular
interest"
in REMIC II for
purposes
of the REMIC
Provisions,
(ii) the
right to
receive
Basis
Risk
Shortfalls and (iii) the right to receive payments under the Yield
Maintenance Agreement.
Class M-3 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.420% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.630% per annum.
Class
M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal
Distribution Amount and Class M-2 Principal
Distribution Amount or (ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount and
Class M-2
Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1 and
Class M-2
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount and the Class M-2 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-3
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4 Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B,
senior to the Class M-5,
Class M-6,
Class M-7,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation
of
Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest"
in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to receive Basis Risk
Shortfalls
and (iii) the
right to receive payments under the Yield Maintenance Agreement.
Class M-4 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.520% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.780% per annum.
Class
M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount
and
Class M-3
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount and Class M-3 Principal Distribution Amount;
and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2
and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution
Amount
and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-4
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5 Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B,
senior to the Class M-6,
Class M-7, Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses
as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for
purposes of the REMIC
Provisions,
(ii) the right to receive Basis Risk
Shortfalls and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class M-5 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
0.600% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 0.900% per annum.
Class
M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount and Class M-4
Principal
Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution Amount, Class M-3 Principal Distribution Amount and
Class M-4 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A, Class M-1,
Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the
Class A Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-5
Certificates
immediately
prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6 Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B,
senior to the Class M-7,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set
forth in Section 4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes
of the REMIC
Provisions,
(ii) the right to receive Basis Risk Shortfalls and (iii) the right
to receive
payments
under the Yield Maintenance Agreement.
Class M-6 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
1.250% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 1.875% per annum.
Class
M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount and Class M-5
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution
Date,
the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount
and
Class M-5 Principal Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4 and Class M-5
Certificates
(after taking into account the
payment of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution
Amount
and the
Class M-5
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class M-6
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7 Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B, senior to the Class SB and
Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions,
(ii) the right to receive
Basis Risk
Shortfalls
and (iii) the right to receive
payments
under the
Yield Maintenance Agreement.
Class M-7 Margin:
With respect to any Distribution
Date prior to the second
Distribution Date after the
first possible
Optional
Termination
Date,
2.150% per annum, and on any Distribution Date on or after the
second
Distribution Date after the first possible Optional Termination
Date, 3.225% per annum.
Class
M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i)
prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect for that
Distribution
Date,
the
remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount,
Class M-3
Principal
Distribution Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount
and
Class M-6
Principal
Distribution
Amount or (ii) on or after the Stepdown
Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution
Date after
distribution of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal Distribution Amount and Class M-6 Principal Distribution
Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5 and Class M-6
Certificates
(after taking into
account the
payment of the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount, Class M-4 Principal
Distribution
Amount,
Class M-5 Principal
Distribution Amount and Class M-6 Principal Distribution Amount for
that Distribution
Date)
and
(2)
the
Certificate
Principal
Balance
of the
Class M-7
Certificates
immediately
prior
to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2)
the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class P Certificate:
Any one of the Class P
Certificates
executed by the Trustee and
authenticated
by
the Certificate Registrar substantially in the form annexed to the
Standard Terms as Exhibit C-I.
Class R Certificate:
Any one of the Class R-I, Class R-II or Class R-X 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-X
Certificate:
Any one of the Class R-X Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC III for
purposes of the REMIC Provisions.
Class SB Certificate:
Any one of the Class SB Certificates
executed by the Trustee and
authenticated by
the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit R,
subordinate
to the Class A,
Class X and Class M Certificates
with respect to distributions
and the allocation of Realized Losses as set forth
in Section 4.05,
and
evidencing
ownership of the REMIC III Regular
Interest
designated as the single
"regular
interest" in REMIC III for purposes of the REMIC
Provisions,
together
with certain
obligations
with respect to
payments of Basis Risk Shortfalls.
Class X Certificates:
Collectively, the Class XC Certificates and Class XN Certificates.
Class XC Certificate:
Any one of the Class XC Certificates
executed by the Trustee and
authenticated by
the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A-1,
senior
to the
Class M,
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions,
(ii) the right to
receive
Interest
Carryforward
Amounts
and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Class XN Certificate:
Any one of the Class XN Certificates
executed by the Trustee and
authenticated by
the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A-1,
senior
to the
Class M,
Class SB and Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth
in
Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the REMIC
Provisions,
(ii) the right to
receive
Interest
Carryforward
Amounts
and (iii) the right to receive
payments under the Yield Maintenance Agreement.
Closing Date:
May 30, 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 1761 East St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention: Residential Funding Corporation, RALI 2006-QO5.
Cut-off Date Principal Balance:
$1,076,971,460.54.
Cut-off Date:
May 1, 2006.
Deferred
Interest:
The amount of interest
which is
deferred
and added to the
principal
balance of a
Mortgage
Loan due to negative
amortization.
For
purposes of REMIC I,
Deferred
Interest
shall be allocated to
REMIC
I
Regular
Interest
LT1 in
reduction
of the
portion
of the
Uncertificated
Accrued
Interest
thereon
distributable
on the related
Distribution
Date and shall result in an increase in the principal
balance thereof
to the extent of such reduction.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each
Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date,
an amount equal to the sum of (A) the
excess
of (i) the
Available
Distribution
Amount
for that
Distribution
Date over
(ii) the
sum of
(a) the
Interest
Distribution
Amount for that
Distribution
Date and (b) the
lesser of (1) the
aggregate
Certificate
Principal
Balance of Class A
Certificates and Class M
Certificates
immediately prior to such Distribution Date and (2) the
Principal
Remittance
Amount for that
Distribution
Date to the extent not applied to make
distributions
of the
Interest
Distribution
Amount on such
Distribution
Date and (B) the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date.
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if any, of (a)
the Overcollateralization Amount on such Distribution Date over (b)
the Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense
Fee Rate:
With
respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
Servicing Fee Rate and the rate per annum at which the Subservicing
Fee accrues.
Final
Maturity
Date:
June 25,
2046,
the
Distribution
Date in the month
following
the month of the
latest scheduled maturity date of any Mortgage Loan.
Gross
Margin:
With
respect
to each
Mortgage
Loan,
the fixed
percentage
set
forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule
attached
hereto as the "NOTE MARGIN," which
percentage
is added to the related Index on each
Adjustment
Date to determine
(subject to rounding in
accordance
with the
related
Mortgage
Note,
the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest
rate to be borne by such Mortgage Loan until the next Adjustment
Date.
Group I Available Funds Rate or Group II Available Funds Rate: With
respect to any
Distribution
Date and
Loan
Group I or Loan
Group
II, as
applicable,
a per
annum
rate
equal to the
product
of (a) the
Available
Distribution
Amount
of the
related
Loan
Group
and
(b) a
fraction,
the
numerator
of
which
is 12 and the
denominator of which is the aggregate Stated
Principal
Balance of the Mortgage Loans in the related Loan Group as
of the Due Date
occurring in the month
preceding
the month of such
Distribution
Date (after
giving
effect to
principal prepayments in the Prepayment Period related to that
prior Due Date), adjusted to an actual/360 rate.
Group I Certificates:
The Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.
Group I Cut-off Date Principal Balance:
$392,225,563.92.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Net WAC Rate: With respect to the Class XC
Certificates
and any
Distribution
Date, a per annum
rate equal to the weighted
average of the Net Mortgage
Rates on the Group I Loans using the Net Mortgage Rates in
effect on such Mortgage Loans during the related Due Period.
Group I
Principal
Distribution
Amount:
For any
Distribution
Date,
the
product
of (x) the
Class A
Principal
Distribution
Amount
for such
Distribution
Date and (y) a
fraction,
the
numerator
of which is the
portion
of the
Principal
Allocation
Amount
related
to the
Group I Loans for such
Distribution
Date and the
denominator of which is the Principal Allocation Amount for all of
the Mortgage Loans for such Distribution Date.
Group II Certificates:
The Class II-A-1, Class II-A-2 and Class II-A-3 Certificates.
Group II Cut-off Date Principal Balance:
$432,158,533.61.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group II Net WAC Rate: With respect to the Class XN Certificates
and any
Distribution
Date, a per annum
rate equal to the
weighted
average of the Net Mortgage
Rates on the Group II Loans using the Net Mortgage
Rates
in effect on such Mortgage Loans during the related Due Period.
Group II
Principal
Distribution
Amount:
For any
Distribution
Date,
the
product
of (x) the Class A
Principal
Distribution
Amount
for such
Distribution
Date and (y) a
fraction,
the
numerator
of which is the
portion
of the
Principal
Allocation
Amount
related
to the Group II Loans for such
Distribution
Date and the
denominator of which is the Principal Allocation Amount for all of
the Mortgage Loans for such Distribution Date.
Group III Certificates:
The Class III-A-1,
Class III-A-2,
Class III-A-3 Class III-A-4 and Class III-A-5
Certificates.
Group III Cut-off Date Principal Balance:
$252,587,363.01.
Group III Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group III Loans.
Group III
Principal
Distribution
Amount:
For any
Distribution
Date,
the
product of (x) the Class A
Principal
Distribution
Amount
for such
Distribution
Date and (y) a
fraction,
the
numerator
of which is the
portion
of the
Principal
Allocation
Amount
related to the Group III Loans for such
Distribution
Date and the
denominator of which is the Principal Allocation Amount for all of
the Mortgage Loans for such Distribution Date.
Index:
With respect to any Mortgage Loan and as to any
Adjustment
Date
therefor,
the related index as
stated in the related Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Insolvency Proceeding:
The commencement,
after the date this Agreement,
of any bankruptcy,
insolvency,
readjustment of debt,
reorganization,
marshalling of assets and liabilities or similar
proceedings by or against
any Person,
the
commencement,
after the date hereof, of any proceedings by or against any Person
for the winding
up or
liquidation
of its
affairs,
or the
consent,
after the date
hereof,
to the
appointment
of a trustee,
conservator,
receiver
or
liquidator
in
any
bankruptcy,
insolvency,
readjustment
of
debt,
reorganization,
marshalling of assets and liabilities or similar proceedings of or
relating to any Person.
Interest
Accrual
Period:
(i) With respect to the Class X Certificates
and any
Distribution
Date, the
calendar
month
preceding the month in which such
Distribution
Date occurs and (ii) with respect to the Class A,
Class M and Class SB Certificates and any Distribution
Date, the period beginning on the prior
Distribution
Date
(or, in the case of the first
Distribution
Date,
the Closing Date) and ending on the day
immediately
preceding
the Distribution Date.
Interest
Carryforward
Amount:
With respect to any Class of Class A Certificates or Class M
Certificates
and any Distribution
Date, the sum of (a) the excess, if any, of (i) Accrued
Certificate
Interest for such Class
assuming
the Net
Rate Cap for
such
Distribution
Date was
equal
to the Net WAC Cap
Rate
over
(ii)
Accrued
Certificate
Interest
for
such
Class
assuming
the Net Rate Cap for
such
Distribution
Date was
equal to the
Available Funds Rate and (b) interest on the amount calculated
pursuant to clause (a) at the related
Pass-Through
Rate for such Distribution Date.
With respect to the Class
XC Certificates
and any Distribution
Date, an amount equal to the excess,
if
any, of
(i) Accrued
Certificate
Interest for that
Class calculated
at a rate equal to the Group I Net WAC Rate
less the sum of MTA and 1.50%, over (ii) Accrued
Certificate
Interest for that
Class calculated
at a rate equal
to the Group I
Available
Funds Rate for such
Distribution
Date less the sum of MTA and
1.50%;
plus any unpaid
related
Interest
Carryforward
Amounts from prior
Distribution
Dates,
plus interest
thereon to the extent not
previously
paid from payments
under the Yield
Maintenance
Agreement or from Excess Cash Flow at a rate equal to
the Group I Net WAC Rate less the sum of MTA and 1.50%, as adjusted
from time to time.
With respect to the Class
XN Certificates
and any Distribution
Date, an amount equal to the excess,
if
any, of (i) Accrued
Certificate
Interest for that
Class calculated
at a rate equal to the Group II Net WAC Rate
less the sum of MTA and 1.00%, over (ii) Accrued
Certificate
Interest for that
Class calculated
at a rate equal
to the Group II
Available
Funds Rate for such
Distribution
Date less the sum of MTA and 1.00%;
plus any unpaid
related
Interest
Carryforward
Amounts from prior
Distribution
Dates,
plus interest
thereon to the extent not
previously
paid from payments
under the Yield
Maintenance
Agreement or from Excess Cash Flow at a rate equal to
the Group II Net WAC Rate less the sum of MTA and 1.00%, as
adjusted from time to time.
Interest
Distribution
Amount:
For any Distribution
Date, the aggregate of the amounts payable pursuant
to Section 4.02(c)(i).
Interest Only Certificates:
The Class X Certificates..
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or
Sunday
or (ii) a day on
which
banking
institutions in London, England are required or authorized to by
law to be closed.
LIBOR Certificates:
The Class A Certificates and Class M Certificates.
LIBOR Rate
Adjustment
Date:
With
respect to each
Distribution
Date,
the second
LIBOR
Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Loan Group:
Any of 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.
Margin:
The Class I-A-1
Margin,
Class I-A-2
Margin,
Class I-A-3 Margin,
Class II-A-1
Margin,
Class
II-A-2 Margin,
Class II-A-3 Margin,
Class III-A-1
Margin,
Class III-A-2
Margin,
Class III-A-3
Margin,
Class
III-A-4
Margin,
Class III-A-5 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin,
Class M-4 Margin,
Class M-5 Margin, Class M-6 Margin or Class M-7 Margin, as
applicable.
Maturity Date:
May 25, 2046, the
Distribution
Date in the month of the latest
scheduled
maturity date
of any Mortgage Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate indicated in Mortgage Loan Schedule
hereto attached
hereto as the "NOTE
CEILING,"
which rate is the maximum
interest rate that may be applicable to
such Mortgage Loan at any time during the life of such Mortgage
Loan.
Maximum Net Mortgage
Rate: As to any Mortgage Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the Expense Fee Rate.
Mortgage
Loan
Schedule:
The list or
lists of the
Mortgage
Loans
attached
hereto
as
Exhibit
One,
segregated
for the
Group I Loans,
Group II Loans
and
Group III
Loans,
(and as
amended
from time to time to
reflect the addition of Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the following
information as to each Mortgage Loan:
(i)......the Mortgage Loan identifying number ("RFC LOAN #");
(ii).....the maturity of the Mortgage Note ("MATURITY DATE");
(iii)....the Mortgage Rate as of origination ("ORIG RATE");
(iv).....the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)......the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi).....the
scheduled
monthly
payment of
principal,
if any,
and
interest
as of the
Cut-off
Date
("ORIGINAL P & I" or "CURRENT P & I");
(vii)....the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)...the Maximum Mortgage Rate ("NOTE CEILING");
(ix).....the maximum Net Mortgage Rate ("NET CEILING");
(x)......the Note Margin ("NOTE MARGIN");
(xi).....the Note Margin ("NOTE MARGIN");
(xii)....the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)...the rounding of the semi-annual or annual adjustment to
the Mortgage Rate ("NOTE METHOD");
(xiv)....the Loan-to-Value Ratio at origination ("LTV");
(xv).....the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xvi)....a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the
Mortgage
Loan is
secured by a second or vacation residence; and
(xvii)...a code "N" under the
column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set forth all of the
information
required.
Mortgage Rate:
With respect to any Mortgage
Loan, the interest rate borne by the related
Mortgage Note,
or any
modification
thereto
other than a Servicing
Modification.
The Mortgage
Rate on each Mortgage Loan will
adjust on each
Adjustment
Date to equal the sum
(rounded
to the
nearest
multiple of one eighth of one percent
(0.125%)
or up to the nearest
one-eighth
of one
percent,
which are
indicated
by a "U" on the
Mortgage
Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage Loan
Schedule
under the
heading
"NOTE
METHOD"),
of the
related
Index plus the Note
Margin,
in each case
subject
to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
MTA: With respect to any
Distribution
Date,
the
twelve-month
moving
average
monthly yield on United
States Treasury securities, expressed on a per annum basis,
determined in accordance with Section 1.03.
MTA
Determination
Date: For each Interest
Accrual
Period,
fifteen days prior to the
commencement
of
that Interest Accrual Period.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate
equal to the Mortgage Rate for such Mortgage Loan as of such date
minus the related Expense Fee Rate.
Net
Rate
Cap:
With
respect
to any
Class of
Class A
Certificate
and
Class M
Certificate
and any
Distribution Date, the lesser of (i) the Net WAC Cap Rate and (ii)
the Available Funds Rate.
Net WAC Cap Rate:
With
respect to any
Distribution
Date, a per annum rate (which will not be less than
zero) equal to (i) the
weighted
average of the Net Mortgage
Rates of the
Mortgage
Loans using the Net Mortgage
Rates in effect on the Mortgage
Loans
during the related Due Period
minus (ii) the product of (a) the
aggregate
amount of Accrued
Certificate
Interest payable to the Class X Certificates for such
Distribution
Date and (b) a
fraction,
the numerator of which is 12 and the denominator of which is the
aggregate Stated
Principal
Balance of
all of the Mortgage Loans as of the Due Date occurring in the month
preceding the month of such
Distribution
Date
(after giving effect to principal
prepayments in the Prepayment
Period related to that prior Due Date),
adjusted
to an actual/360 rate.
Note Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage
Note and
indicated
in Exhibit One hereto as the "NOTE
MARGIN,"
which
percentage
is added to the Index on each
Adjustment Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap,
the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the interest
rate to be borne by such
Mortgage
Loan
until the next Adjustment Date.
Notional Amount: As of any Distribution
Date, with respect to the Class XC Certificates,
an amount equal
to the
aggregate
Certificate
Principal
Balance of the Class
I-A-1,
Class I-A-2 and Class
I-A-3
Certificates
immediately
prior to such
date.
As of any
Distribution
Date,
with
respect to the Class XN
Certificates,
an
amount equal to the aggregate
Certificate
Principal
Balance of the Class
II-A-1,
Class II-A-2 and Class II-A-3
Certificates
immediately
prior
to
such
date.
As of any
Distribution
Date,
with
respect
to the
Class
SB
Certificates,
an amount equal to the aggregate
Uncertificated
Principal Balance of the REMIC I Regular Interests
immediately prior to such date.
Offered Certificates:
The Class A, Class X and Class M Certificates.
Optional
Termination
Date:
Any
Distribution
Date on or after
which the
aggregate
Stated
Principal
Balance (after giving effect to distributions to be made on such
Distribution
Date) of the Mortgage Loans is less
than 10.00% of the Cut-off Date Principal Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the excess,
if any, of (a) the
aggregate Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be
made on such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of the Class A
Certificates
and Class M Certificates immediately prior to such date.
Overcollateralization
Floor:
An amount
equal to the
product of 0.50% and the
Cut-off
Date
Principal
Balance.
Overcollateralization
Increase Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess
Cash
Flow
for
that
Distribution
Date
(to the
extent
not used to cover
the
amounts
described
in
clauses
(b)(iv)(2),
(v) and
(vi) of the definition of Principal
Distribution
Amount as of such
Distribution
Date) and
(b) the
excess
of
(1) the
Required
Overcollateralization
Amount
for
such
Distribution
Date
over
(2) the
Overcollateralization Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to any
Distribution
Date on which
the
Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to
be
made
on
such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser of
(i) the Excess
Overcollateralization
Amount for that Distribution Date and (ii) the
Principal
Remittance Amount
on such Distribution Date.
Pass-Through Rate:
o
With respect to the Class A Certificates and Class M Certificates
and any Distribution
Date, a per annum
rate equal to the lesser of (i)
One-Month
LIBOR plus the related
Margin for such
Distribution
Date and (ii) the Net Rate Cap for such Distribution Date.
o
With
respect
to the Class XC
Certificates
and any
Distribution
Date,
a per annum
rate equal to the
lesser of (i) the
excess,
if any,
of (w) the Group I Net WAC Rate over (x) the sum of MTA plus
1.50%,
and (ii) the excess,
if any,
of (y) the Group I
Available
Funds Cap Rate over (z) the
sum of MTA plus 1.50%.
For
federal
income tax
purposes,
the REMIC II Regular
Interest,
the
ownership
of which is
represented
by the Class XC
Certificates,
will bear
interest at a per
annum rate equal to the excess,
if any, of (x) the REMIC Net WAC Cap Rate for such
Distribution
Date over (y) two (2) times the
weighted
average
of the
Uncertificated
REMIC I
Pass-Through
Rates for REMIC I Regular Interests LT6 and LT7 for such
Distribution Date.
o
With
respect
to the Class XN
Certificates
and any
Distribution
Date,
a per annum
rate equal to the
lesser of (i) the
excess,
if any, of (w) the Group II Net WAC Rate over (x) the sum of MTA
plus
1.00%,
and (ii) the excess,
if any, of (y) the Group II
Available
Funds Cap Rate over (z) the
sum of MTA plus 1.00%.
For
federal
income tax
purposes,
the REMIC II Regular
Interest,
the
ownership
of which is
represented
by the Class XN
Certificates,
will bear
interest at a per
annum
rate
equal to the
excess,
if any,
of (x) two (2)
times the REMIC Net WAC Cap Rate for
such Distribution Date over (y) the weighted average of the
Uncertificated
REMIC I Pass-Through
Rates for REMIC I Regular Interests LT10 and LT11 for such
Distribution Date.
o
With respect to the Class SB Certificates
and any
Distribution
Date or REMIC II Regular Interest SB-IO,
a per
annum
rate
equal
to the
excess,
if any,
of (x) the
REMIC
Net WAC Cap Rate for such
Distribution
Date over (y) two (2) times the
weighted
average
of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interests LT2 and LT3 for
such Distribution Date.
o
The Class P Certificates are not entitled to interest on any
amounts due.
Prepayment
Assumption:
The
prepayment
assumption
to be used for
determining
the accrual of original
issue discount and premium and market discount on the Certificates
for federal income tax purposes,
which assumes
a constant prepayment rate of 25.00% per annum of the then
outstanding principal balance of the Mortgage Loans.
Prepayment
Charge:
With
respect to any Mortgage
Loan,
the charges or
premiums,
if any,
received in
connection with a full or partial prepayment of such Mortgage Loan
in accordance with the terms thereof.
Prepayment
Charge
Loan:
Any Mortgage
Loan for which a
Prepayment
Charge may be assessed and to which
such Prepayment Charge the Class P Certificates are entitled, as
indicated on the Mortgage Loan Schedule.
Principal
Allocation
Amount:
With
respect
to any
Distribution
Date,
the sum of (a)
the
Principal
Remittance
Amount for that
Distribution
Date, (b) any Realized Losses covered by amounts included in clause
(iv)
of the
definition
of Principal
Distribution
Amount and (c) the
aggregate
amount of the
principal
portion of
Realized
Losses on the Mortgage
Loans in the calendar
month
preceding
that
Distribution
Date,
to the extent
covered by Excess Cash Flow included in clause (v) of the
definition of Principal
Distribution
Amount;
provided,
however,
that on any
Distribution
Date on which there is (i)
insufficient
Subsequent
Recoveries
to cover all
unpaid
Realized
Losses on the Mortgage Loans
described in clause (b) above, in determining the Group I Principal
Distribution
Amount,
Group II
Principal
Distribution
Amount
and
Group
III
Principal
Distribution
Amount,
Subsequent
Recoveries
will be
allocated
to the Class I-A,
Class II-A and Class III-A
Certificates,
pro rata,
based on the
principal
portion of unpaid
Realized
Losses
from prior
Distribution
Dates on the Group I Loans,
Group II Loans and Group III Loans,
respectively,
and (ii)
insufficient
Excess Cash Flow to cover all
Realized
Losses on the Mortgage
Loans
described in clause (c) above,
in
determining
the Group I Principal
Distribution
Amount,
Group II Principal
Distribution Amount and Group III Principal
Distribution Amount, the Excess Cash Flow
remaining
after the
allocation
described
in clause (b) or (i) above,
as
applicable,
will be allocated to the
Class I-A, Class II-A and Class III-A
Certificates,
pro rata,
based on the principal
portion of Realized Losses
incurred
during the calendar
month
preceding
that
Distribution
Date on the Group I Loans,
Group II Loans and
Group III Loans, respectively.
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the excess of
(x) Available Distribution Amount over (y) the Interest
Distribution Amount and (b) the sum of:
(i)......except to the extent applied to offset
Deferred
Interest the principal
portion of each Monthly
Payment received or Advanced with respect to the related Due Period
on each Outstanding Mortgage Loan;
(ii).....except to the extent
applied to offset
Deferred
Interest the Stated
Principal
Balance of any
Mortgage
Loan
repurchased
during
the
related
Prepayment
Period
(or
deemed to have been so
repurchased
in
accordance
with Section
3.07(b))
pursuant to Section
2.02,
2.03,
2.04 or 4.07 and the amount of any shortfall
deposited in the
Custodial
Account in connection
with the
substitution
of a Deleted
Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii)....except to the extent
applied to offset
Deferred
Interest
the
principal
portion of all other
unscheduled collections,
other than Subsequent Recoveries,
on the Mortgage Loans received (or deemed to have been
so received) during the prior calendar month or, in the case of
Principal
Prepayments in Full,
during the related
Prepayment Period,
including,
without limitation,
Curtailments,
Insurance Proceeds,
Liquidation Proceeds,
REO
Proceeds
and
Principal
Prepayments,
to the extent
applied by the Master
Servicer as
recoveries
of principal
pursuant to Section 3.14;
(iv).....the
lesser
of
(1) Subsequent
Recoveries
for such
Distribution
Date and
(2) the
principal
portion
of any
Realized
Losses
allocated
to any Class of Class A, Class X or Class M
Certificates
on a prior
Distribution Date and remaining unpaid;
(v)......the lesser of (1) the Excess Cash Flow for such
Distribution
Date and (2) the principal portion
of any Realized
Losses
incurred (or deemed to have been
incurred)
on any Mortgage
Loans in the calendar
month
preceding
such
Distribution
Date to the
extent
not
covered
by
payments
pursuant
to the Yield
Maintenance
Agreement pursuant to Section 4.02(i); and
(vi).....the
lesser of (a) the
Excess
Cash Flow for such
Distribution
Date,
to the
extent
not used
pursuant
to
clause
(v)
of
this
definition
on
such
Distribution
Date,
and
(b)
the
amount
of
any
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii)....(A) the amount of any
Overcollateralization
Reduction Amount for such Distribution Date and (B)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any
Distribution
Date, all amounts
described in clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Record
Date:
With
respect to each
Distribution
Date and each Class of Book
Entry
Certificates,
the
Business
Day
immediately
preceding
such
Distribution
Date.
With
respect
to
each
Class
of
Definitive
Certificates,
the close of business on the last
Business Day of the month next
preceding
the month in which the
related Distribution Date occurs, except in the case of the first
Record Date which shall be the Closing Date.
Regular Certificates:
The Class A, Class X, Class M and Class SB Certificates.
Related
Group:
With
respect
to the Class I-A
Certificates,
the Group I Loans.
With
respect
to the
Class II-A Certificates, the Group II Loans.
With respect to the Class III-A Certificates, the Group III Loans.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on the
Mortgage
Loans
resulting
from the Relief Act or
similar legislation or regulations.
REMIC Accrued
Interest:
For any Distribution
Date, for the Class XC Certificates,
one month's interest
on the sum of the Class XC
Notional
Amount and the Class XC Interest
Carryforward
Amount at a rate equal to the
excess,
if any,
of the Group I Net WAC Rate over the sum of MTA and
1.50%;
for the Class XN
Certificates,
one
month's
interest on the sum of the Class XN Notional
Amount and the Class XN
Interest
Carryforward
Amount at a
rate equal to the
excess,
if any,
of the Group II Net WAC Rate over the sum of MTA and
1.00%;
for the Class SB
Certificates,
the excess,
if any of (i) one month's interest on the aggregate
principal
balance of the Mortgage
Loans at a rate
equal
the
weighted
average
of the Net
Mortgage
Rates
over
(ii) the sum of (A) one
month's
interest on the Class A and Class M
Certificates,
calculated
at a rate equal to the lesser of (a) LIBOR plus the
applicable
Margin
and (b) the
weighted
average of the Net
Mortgage
Rates
reduced by the
product of 12 and a
fraction
the
numerator
of
which
is the sum of the
REMIC
Accrued
Interest
for the
Class
XC and
Class
XN
Certificates
and the denominator of which is the aggregate
principal
balance of the Mortgage Loans,
and (B) the
REMIC Accrued Interest for the Class XC and Class XN Certificates.
REMIC I:
The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary
trust
created
hereby and to be
administered
hereunder,
exclusive of Basis Risk
Shortfall
Reserve Fund and the Yield
Maintenance
Agreement,
which are not assets of any REMIC,
with respect to which a separate
REMIC election is to
be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off
Date
(other
than
Monthly
Payments
due in the month of the
Cut-off
Date) as shall be on
deposit
in the
Custodial
Account or in the Certificate Account and identified as belonging
to the Trust Fund;
(iii)
property
which
secured a
Mortgage
Loan and which has been
acquired
for the
benefit
of the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv)
the hazard insurance
policies and Primary Insurance
Policies
pertaining to the Mortgage Loans,
if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount:
The Available Distribution Amount.
REMIC I Distribution
Amount: For any Distribution Date, the REMIC I Available
Distribution
Amount shall
be
distributed
to the REMIC I
Regular
Interests and the
Class R-I
Certificates
in the following
amounts and
priority:
(i)......first, to each of the REMIC I Regular Interests, pro rata,
in an amount equal to (A) their
Uncertificated Accrued Interest for such Distribution Date, plus
(B) any amounts in respect thereof remaining
unpaid from previous Distribution Dates, in the case of REMIC I
Regular Interest LT1 each such amount having
first been reduced by any Deferred Interest for the related
Distribution Date;
(ii).....second, in an amount equal to the remainder of the REMIC I
Available Distribution Amount after
the distributions made pursuant to clause (i) above, allocated as
follows:
(A)
in respect of REMIC I Regular Interests LT2, LT3, LT4, LT6, LT7,
LT8, LT10, LT11 and
LT12, their respective Principal Distribution Amounts;
(B)
in respect of REMIC I Regular Interest LT1 any remainder until the
Uncertificated
Principal Balance thereof is reduced to zero; and
(C)
any remainder in respect of REMIC I Regular Interests LT2, LT3,
LT4, LT6, LT7, LT8,
LT10, LT11 and LT12, pro rata according to their respective
Uncertificated Principal Balances as reduced by the
distributions deemed made pursuant to (A) above, until their
respective Uncertificated Principal Balances are
reduced to zero; and
(iii)
third, any remaining amounts to the Holders of the Class R-I
Certificates.
REMIC I Principal
Reduction
Amounts:
For any Distribution Date, the amounts by which the Uncertificated
Principal
Balances of the REMIC I
Regular
Interests
LT1, LT2, LT3,
LT4,
LT6, LT7, LT8,
LT10,
LT11 and LT12,
respectively,
will be reduced on such
Distribution Date by the allocation of Realized Losses and the
distribution
of principal, determined as described in Appendix One.
REMIC I
Realized
Losses:
Realized
Losses on the
Mortgage
Loans
shall be
allocated
to the
REMIC I
Regular
Interests as follows:
Realized
Losses on the Mortgage Loans shall be allocated among the REMIC I
Regular
Interests
as
follows:
The
interest
portion
of
Realized
Losses,
if
any,
shall
be
allocated
among
the REMIC I Regular
Interests
pro rata
according
to the
amount of
interest
accrued
but unpaid
thereon,
in
reduction
thereof.
Any
interest
portion of Realized
Losses in excess of the amount
allocated
pursuant to the
preceding
sentence
shall be treated as a
principal
portion of
Realized
Losses and
allocated
pursuant to the
succeeding
sentence.
The principal
portion of Realized Losses,
if any, shall be allocated (a) first, to REMIC I
Regular
Interests
LT2,
LT3,
LT4,
LT6,
LT7,
LT8,
LT10,
LT11 and LT12,
pro rata
according to the Principal
Reduction
Amount
thereof,
to the extent of such Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interest,
(b) second, to REMIC I Regular Interest LT1, in reduction of
the
Uncertificated
Principal
Balance
thereof,
and (c) third, to REMIC I Regular
Interests LT2, LT3, LT4, LT6,
LT7, LT8, LT10, LT11 and LT12, pro rata according to the
Uncertificated
Principal Balance thereof remaining after
the application of clause (b) above, in reduction thereof.
REMIC I Regular
Interests:
REMIC I
Regular
Interests LT1, LT2, LT3, LT4, LT6, LT7, LT8, LT10, LT11 and
LT12.
REMIC I
Regular
Interest LT1: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT1 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT1 on such
Distribution Date.
REMIC I
Regular
Interest LT2: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT2 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT2 on such
Distribution Date.
REMIC I
Regular
Interest LT3: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT3 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT3 on such
Distribution Date.
REMIC I
Regular
Interest LT4: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT4 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT4 on such
Distribution Date.
REMIC I
Regular
Interest LT6: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT6 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT6 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT6 on such
Distribution Date.
REMIC I
Regular
Interest LT7: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT7 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT7 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT7 on such
Distribution Date.
REMIC I
Regular
Interest LT8: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT8 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if
any, of the REMIC I Regular Interest LT8 Principal
Reduction Amount for such
Distribution
Date over the Realized
Losses allocated to REMIC I Regular Interest LT8 on such
Distribution Date.
REMIC I Regular
Interest LT10: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT10 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT10 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT10 on such
Distribution Date.
REMIC I Regular
Interest LT11: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT11 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT11 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT11 on such
Distribution Date.
REMIC I Regular
Interest LT12: A regular
interest in REMIC I that is held as an asset of REMIC II,
that
has
an
initial
Uncertificated
Principal
Balance,
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 LT12 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any, of the REMIC I Regular Interest LT12 Principal
Reduction Amount for such
Distribution Date over the Realized
Losses allocated to REMIC I Regular Interest LT12 on such
Distribution Date.
REMIC II:
The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the REMIC I Regular Interests.
REMIC II Regular Interest SB-PO: A separate
non-certificated
beneficial
ownership
interest in REMIC II
issued
hereunder,
designated
as a regular
interest
in
REMIC II
and held as an asset of REMIC
III.
REMIC II
Regular
Interest SB-PO shall have no entitlement to interest,
and shall be entitled to distributions of principal
subject to the terms and
conditions
hereof,
in
aggregate
amount
equal to the
initial
Certificate
Principal
Balance of the Class SB Certificates as set forth in the
Preliminary Statement hereto.
REMIC II Regular Interest SB-IO: A separate
non-certificated
beneficial
ownership
interest in REMIC II
issued
hereunder,
designated
as a regular
interest
in
REMIC II
and held as an asset of REMIC
III.
REMIC II
Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to distributions of interest
subject to the terms and conditions
hereof, in aggregate amount equal to the interest
distributable
with respect
to the Class SB Certificates pursuant to the terms and conditions
hereof.
REMIC II
Regular
Interests:
REMIC II
Regular
Interests
SB-IO and SB-PO,
together
with the
Class A
Certificates,
Class M
Certificates
and Class X
Certificates,
exclusive of the rights of such
Certificates
to
payments of Basis Risk Shortfalls and to payments derived from the
Yield Maintenance Agreement.
REMIC III: The
segregated
pool of assets
subject
hereto,
constituting
a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to be made,
consisting of REMIC II Regular Interests SB-IO and SB-PO.
REMIC III Regular
Interest:
The separate
beneficial
ownership
interest in REMIC III issued
hereunder
and
designated
as a
"regular
interest"
in REMIC
III,
the
ownership
of which is
evidenced
by the Class SB
Certificates.
The REMIC III Regular
Interest will not have a
Pass-Through
Rate, but will be entitled to 100% of
all amounts distributed or deemed distributed on REMIC II Regular
Interests SB-IO and SB-PO.
REMIC Net WAC Cap Rate:
With respect to any
Distribution
Date, a per annum rate (which will not be less
than zero) equal to the
weighted
average of the Net Mortgage
Rates of the Mortgage
Loans using the Net Mortgage
Rates in effect on such Mortgage loans during the related Due
Period.
Required
Overcollateralization
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown
Date,
an amount equal to 0.50% of the
aggregate
Cut-off Date
Principal
Balance;
(ii) on or after the Stepdown
Date but prior to the
Distribution
Date in June 2012,
provided a Trigger Event is not in effect,
the greater of
(x) 1.25% of the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
made on that
Distribution
Date and (y) the
Overcollateralization
Floor;
(iii)
on or after
the
Stepdown Date and on or after the Distribution
Date in June 2012,
provided a Trigger Event is not in effect,
the
greater of (x) 1.00% of the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
made on that
Distribution
Date and (y) the
Overcollateralization
Floor; or (iv) on or
after the
Stepdown
Date if a Trigger
Event is in
effect,
the
Required
Overcollateralization
Amount
for the
immediately
preceding
Distribution Date; provided that the Required
Overcollateralization
Amount may be reduced
so long as written
confirmation
is
obtained
from each
rating
agency
that the
reduction
will not reduce the
ratings
assigned to the Class A
Certificates
and Class M
Certificates
by that rating agency below the lower of
the
then-current
ratings or the ratings
assigned
to those
certificates
as of the closing
date by that rating
agency.
Reserve Fund:
The separate trust account
created and maintained by the Trustee
pursuant to Section 4.09
hereof.
Senior Certificate:
Any one of the Class A Certificates or Class X Certificates.
Senior
Enhancement
Percentage:
With
respect to any
Distribution
Date,
the
percentage
obtained
by
dividing (x) the sum of (i) the aggregate
Certificate
Principal
Balance of the Class M Certificates and (ii) the
Overcollateralization
Amount, in each case prior to the distribution of the Principal
Distribution Amount on such
Distribution
Date, by (y) the
aggregated
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date.
Senior
Percentage:
With respect to each Loan Group and any
Distribution
Date, the percentage
equal to
the lesser of (x) the aggregate
Certificate
Principal
Balances of the related Class A
Certificates
immediately
prior to such
Distribution
Date divided by the aggregate Stated
Principal
Balance of the Mortgage Loans in such
Loan Group immediately prior to such Distribution Date and (y)
100%.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution Date on or after the Stepdown
Date,
the arithmetic
average,
for each of the three consecutive
Distribution Dates ending with such Distribution Date,
of the fraction,
expressed as a percentage,
equal to (x) the aggregate Stated
Principal
Balance of the Mortgage
Loans
that are 60 or more days
delinquent
in payment of
principal
and
interest
for the
applicable
Due Date
preceding that Distribution
Date,
including
Mortgage Loans in foreclosure,
REO Properties and Mortgage Loans in
bankruptcy
over (y) the aggregate
Stated
Principal
Balance of all of the Mortgage Loans
immediately
preceding
that Distribution Date.
Stated
Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
as of any date of
determination,
(i) the sum of (a) the
Cut-off Date Principal
Balance of the Mortgage Loan plus (b) any amount by
which the Stated
Principal
Balance of the Mortgage Loan has been increased
pursuant to a Servicing
Modification
and (c) any amount by which the Stated
Principal
Balance of the
Mortgage
Loan has been
increased
for Deferred
Interest
pursuant to the terms of the related Mortgage Note on or prior to
the
Distribution
Date, minus (ii) the
sum of (a) the
principal
portion of the Monthly
Payments due with respect to such
Mortgage Loan or REO Property
during each Due Period
commencing
with the first Due Period after the Cut-off Date and ending with
the Due Period
relating to the most recent
Distribution
Date which were
received or with
respect to which an Advance was made,
(b) all
Principal
Prepayments
with respect to such Mortgage Loan or REO
Property,
and all Insurance
Proceeds,
Liquidation
Proceeds and REO Proceeds,
to the extent applied by the Master Servicer as recoveries of
principal in
accordance
with
Section 3.14
with
respect
to such
Mortgage
Loan or REO
Property,
in each case
which
were
distributed
pursuant to Section 4.02 on any previous
Distribution
Date, and (c) any
Realized Loss incurred with
respect to such Mortgage Loan allocated to
Certificateholders
with respect thereto for any previous
Distribution
Date.
Stepdown
Date:
The earlier to occur of (1) the
Distribution
Date
following the
Distribution
Date on
which the aggregate
Certificate
Principal
Balance of the Class A
Certificates
has been reduced to zero and (2)
the
later to occur of (x) the
Distribution
Date in June 2009 and (y) the
first
Distribution
Date on which the
Senior
Enhancement
Percentage is greater than or equal to (a) on any Distribution
Date prior to the Distribution
Date in June
2012,
21.250%
and (b) on any
Distribution
Date on or after the
Distribution
Date in June
2012,
17.000%.
Subordination
Percentage:
With respect to each Class of Class A Certificates
and Class M
Certificates,
the respective approximate percentage set forth in the table below:
Class
Percentage (1)
Percentage (2)
A
78.750%
83.000%
M-1
84.893%
87.914%
M-2
88.875%
91.100%
M-3
90.143%
92.114%
M-4
93.152%
94.522%
M-5
95.536%
96.429%
M-6
97.279%
97.823%
M-7
98.750%
99.000%
(1)
For any Distribution Date prior to the Distribution Date in June
2012.
(2)
For any Distribution Date in June 2012 or thereafter.
Subsequent
Recovery
Allocation
Amount:
With
respect to a Loan Group,
that
portion of the
Principal
Allocation
Amount in
respect of that Loan Group
attributable
to the
amounts
described
in clause
(iv) of the
definition of Principal Distribution Amount.
Trigger
Event:
A Trigger
Event is in effect with
respect to any
Distribution
Date if (a) on or after
the Stepdown Date the Sixty-Plus
Delinquency
Percentage,
as determined on that Distribution Date, exceeds 28.24%
prior to the
Distribution
Date in June 2012,
or 35.29% on or after the
Distribution
Date in June 2012,
of the
Senior
Enhancement
Percentage for that
Distribution
Date or (b) on or after the Distribution
Date in June 2008
the
aggregate
amount of Realized
Losses on the Mortgage
Loans as a percentage of the initial
aggregate
Stated
Principal Balance as of the Cut-Off Date exceeds the applicable
amount set forth below:
o
June 2008 to May 2009: 0.20% with respect to June 2008, plus an
additional 1/12th of 0.30% for each
month through May 2009.
o
June 2009 to May 2010: 0.50% with respect to June 2009, plus an
additional 1/12th of 0.40% for each
month through May 2010.
o
June 2010 to May 2011: 0.90% with respect to June 2010, plus an
additional 1/12th of 0.40% for each
month through May 2011.
o
June 2011 to May 2012: 1.30% with respect to June 2011, plus an
additional 1/12th of 0.50% for each
month through May 2012.
o
June 2012 to May 2013: 1.80% with respect to June 2012, plus an
additional 1/12th of 0.15% for each
month through May 2013.
o
June 2013 and thereafter: 1.95%.
2006-QO5 REMIC:
Any of REMIC I, REMIC II or REMIC III, as the case may be.
Uncertificated
Accrued
Interest:
With
respect
to
any
Uncertificated
Regular
Interest
for
any
Distribution
Date, one month's interest at the related
Uncertificated
REMIC I Pass-Through
Rate or Pass-Through
Rate,
as
applicable,
for
such
Distribution
Date,
accrued
on
the
Uncertificated
Principal
Balance
or
Uncertificated
Notional
Amount,
as
applicable,
immediately
prior to such
Distribution
Date.
Uncertificated
Accrued Interest for the
Uncertificated
Regular
Interests shall accrue on the basis of a 360-day year consisting
of twelve 30-day months.
For purposes of calculating the amount of
Uncertificated
Accrued Interest for the REMIC
I Regular
Interests for any Distribution
Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to
the extent not covered by
Compensating
Interest) for any
Distribution
Date shall be allocated among the REMIC I
Regular
Interests,
pro rata,
based on, and to the extent of,
Uncertificated
Accrued
Interest,
as
calculated
without
application of this sentence.
Uncertificated
Accrued
Interest on REMIC II Regular
Interest SB-PO shall
be zero.
Uncertificated
Accrued
Interest on REMIC II Regular
Interest
SB-IO for each
Distribution
Date shall
equal the REMIC Accrued Interest for the Class SB Certificates.
Uncertificated
Notional Amount:
With respect to REMIC II Regular Interest SB-IO, the Notional
Amount for
the Class SB Certificates.
Uncertificated
Principal
Balance:
The
principal
amount
of
any
Uncertificated
Regular
Interest
outstanding as of any date of determination.
The Uncertificated
Principal Balance of each Uncertificated
Regular
Interest
shall never be less than zero.
With respect to the REMIC II Regular
Interest
SB-PO the initial
amount
set forth with respect
thereto in the
Preliminary
Statement as reduced by
distributions
deemed made in respect
thereof pursuant to Section 4.02 and Realized Losses allocated
thereto pursuant to Section 4.05.
Uncertificated
Regular Interests:
The REMIC I Regular Interests and REMIC II Regular Interests SB-IO
and
SB-PO.
Uncertificated
REMIC I Pass-Through
Rate: With respect to any Distribution
Date and (i) REMIC I Regular
Interests
LT1, LT2, LT6 and LT10,
the REMIC Net WAC Cap Rate,
(ii) REMIC I Regular
Interests LT3, LT7 and LT11,
zero (0.00%), and (iii) REMIC I Regular Interests LT4, LT8 and
LT12, twice (2) the REMIC Net WAC Cap Rate.
Underwriter:
UBS Securities LLC.
Yield Maintenance
Agreement:
The
confirmation,
dated as of the Closing Date,
between the Trustee,
on
behalf of the Trust Fund, and the Yield Maintenance
Agreement Provider,
relating to the Class A
Certificates and
Class M Certificates or any replacement, substitute, collateral or
other arrangement in lieu thereof.
Yield
Maintenance
Agreement
Payment:
For any
Distribution
Date,
the payment,
if any, due under the
Yield Maintenance Agreement in respect of such Distribution Date.
Yield
Maintenance
Agreement
Provider:
The Bank of New York and its successors and assigns or any party
to any replacement, substitute, collateral or other arrangement in
lieu thereof.
SECTION 1.02.
DETERMINATION OF LIBOR.
LIBOR
applicable to the calculation of the Pass-Through
Rate on the LIBOR
Certificates for any Interest
Accrual Period will be determined as of each LIBOR Rate
Adjustment
Date. On each LIBOR Rate
Adjustment
Date, or
if such LIBOR Rate
Adjustment
Date is not a Business Day, then on the next
succeeding
Business Day, LIBOR shall
be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month United
States dollar
deposits that appears on the Dow Jones Telerate
Screen Page 3750 as of 11:00 a.m.,
London time, on
such LIBOR Rate Adjustment
Date.
"Dow Jones Telerate Screen Page 3750" means the display
designated as page 3750
on the
Telerate
Service
(or such
other
page as may
replace
page
3750 on that
service
for the
purpose
of
displaying
London
interbank
offered
rates of major
banks).
If such rate does not appear on such page (or such
other page as may replace that page on that
service,
or if such service is no longer
offered,
LIBOR shall be so
established
by use of such other
service
for
displaying
LIBOR or
comparable
rates as may be
selected by the
Trustee after
consultation
with the Master
Servicer),
the rate will be the Reference
Bank Rate. The "Reference
Bank Rate" will be
determined
on the basis of the rates at which
deposits
in U.S.
Dollars
are
offered by the
reference
banks (which
shall be any three major banks that are engaged in
transactions
in the London
interbank
market,
selected by the Trustee after
consultation
with the Master
Servicer) as of 11:00 a.m.,
London time, on
the LIBOR Rate Adjustment Date to prime banks in the London
interbank
market for a period of one month in amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the LIBOR
Certificates then outstanding.
The Trustee will request the principal
London office of each of the reference
banks to provide a quotation of its
rate.
If at least two such
quotations
are
provided,
the rate
will be the
arithmetic
mean of the
quotations
rounded up to the next
multiple of 1/16%.
If on such date fewer than two
quotations
are provided as
requested,
the rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York
City,
selected by
the Trustee after
consultation
with the Master
Servicer,
as of 11:00 a.m., New York City time, on such date for
loans in U.S.
Dollars to leading
European banks for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal Balance of the LIBOR Certificates then outstanding.
If no such quotations can be
obtained,
the rate will be LIBOR for the prior
Distribution
Date;
provided
however,
if, under the
priorities
described above,
LIBOR for a Distribution Date would be based on LIBOR for the
previous
Distribution Date for the
third consecutive
Distribution
Date, the Trustee,
after
consultation with the Master Servicer,
shall select an
alternative
comparable index (over which the Trustee has no control),
used for determining
one-month
Eurodollar
lending rates that is calculated and published (or otherwise made
available) by an independent party.
The
establishment
of LIBOR by the Trustee and the Master
Servicer on any LIBOR Rate Adjustment Date and
the Master
Servicer's
subsequent
calculation of the Pass-Through
Rate applicable to the LIBOR
Certificates for
the relevant Interest Accrual Period, in the absence of manifest
error, will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results
of
its
determination
of
LIBOR
on
such
date.
Furthermore,
the
Trustee
will
supply
to
any
Certificateholder
so
requesting
by
telephone
by calling
(800)
735-7777
the
Pass-Through
Rate on the LIBOR
Certificates for the current and the immediately preceding Interest
Accrual Period.
SECTION 1.03.
DETERMINATION OF MTA.
MTA for any Interest Accrual Period will be determined as described
below.
MTA shall be established by the Trustee for each Interest
Accrual
Period.
MTA is a per annum rate equal
to the
twelve-month
moving
average
monthly yield on United States
Treasury
securities
adjusted to a constant
maturity of one year as
published
by the Federal
Reserve
Board in
statistical
Release No.
H.15(519),
or the
Release,
determined
by
averaging
the monthly
yield for the most recent
twelve
months.
The MTA used for each
Interest
Accrual
Period will be the most recent MTA figure
available as of the related MTA
Determination
Date.
If MTA is no longer available, the new index relating to the Class
X Certificates will be LIBOR.
The
establishment
of MTA by
the
Trustee
and
the
Master
Servicer's
subsequent
calculation
of the
Pass-Through
Rates
applicable
to the Class A
Certificates
for the relevant
Interest
Accrual
Period,
in the
absence of manifest error, will be final and binding.
Promptly
following
each MTA
Determination
Date the Trustee
shall supply the Master
Servicer with the
results of its determination of MTA on such date.
SECTION 1.04.
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.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.
CONVEYANCE OF MORTGAGE LOANS.
(See Section 2.01 of the Standard Terms.)
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
payment-option
adjustable-rate
Mortgage
Loans
with a
negative
amortization
feature 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
40 years;
(IV)
To the best of the Company's
knowledge,
except with respect to three
Mortgage
Loans,
representing
no
more than 0.1% of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans 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 0.9% 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
California,
and no more
than 0.4% 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 outside
California;
no more
than 1.0% 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,
and no more
than 0.6% 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 outside California;
and no
more than 1.0% 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 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 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)
No more than 88.37% of the Group I Loans by
aggregate
Stated
Principal
Balance as of the Cut-off
Date
were underwritten under a reduced loan documentation
program,
no more than 0.57% 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 no more
than
0.45% 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;
no more
than
92.88% of the
Group II Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off Date were underwritten
under a reduced loan
documentation
program,
no more than 0.56%
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 no more than 0.37% 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;
and no more than
90.24% of the Group III Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date were
underwritten
under a reduced loan
documentation
program,
no more than 0.38% 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 no more than 0.06% 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 no more than 12.68% of the Group I Loans by
aggregate Stated
Principal
Balance as
of the
Cut-off
Date,
no more than 0.37% of the Group II Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date and no more than
0.06% of the
Group
III
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),
(6), (7) and (9) without
reliance on the
provisions
of
Treasury
Regulation
Section
1.860G-2(a)(3)
or
Treasury
Regulation
Section
1.860G-2(f)(2)
or any other
provision
that
would
allow a
Mortgage
Loan to be
treated as a
"qualified
mortgage"
notwithstanding
its
failure
to
meet
the
requirements
of
Section
860G(a)(3)(A) of the Code and Treasury
Regulation
Section
1.860G-2(a)(1),
(2), (4), (5), (6),
(7) and (9);
(XIII)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and
remains in full force and effect,
unless the
Mortgaged
Properties
are located in
the State of Iowa and an
attorney's
certificate
has been
provided as described in the Program
Guide;
(XIV)
No Mortgage Loan is a Cooperative Loan;
(XV)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program (through which
no new or updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with the
refinancing
thereof),
the
related
Seller
has
represented
that
either (a) the value of the
related
Mortgaged
Property as of the date the Mortgage
Loan was
originated
was not less than
the appraised
value of such property at the time of origination of the refinanced
Mortgage Loan
or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan as of the
date
of
origination
of the
Mortgage Loan generally meets the Company's underwriting
guidelines;
(XVI)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(XVII)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(XVIII)
Five of the Mortgage
Loans,
representing
approximately
0.1% 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, REMIC II AND REMIC III.
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 REMIC I Regular
Interests,
evidence the entire
beneficial
interest in REMIC I, the Class R-II
Certificates in authorized
denominations
which together with the REMIC II Regular Interests,
evidence the entire
beneficial
interest in REMIC II and the Class R-X
Certificates
in authorized
denominations
which together with
the REMIC III Regular Interest, evidence the entire beneficial
interest in REMIC III.
SECTION 2.06.
CONVEYANCE OF UNCERTIFICATED 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
Regular Interests to the Trustee,
in the case of the REMIC I Regular Interests,
for the benefit of the Holders of
each Class of Certificates
(other than the Class R-I Certificates),
and in the case of REMIC II Regular Interests
SB-IO
and
SB-PO,
for the
benefit
of the
Holders
of the
Class SB and Class
R-X
Certificates.
The
Trustee
acknowledges
receipt of the Uncertificated
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
Certificates)
in the case of the REMIC I Regular
Interests and all present and future Holders
of the Class SB and Class R-X
Certificates in the case of REMIC II Regular
Interests SB-IO and SB-PO.
The rights
of the Holders of each Class of
Certificates
(other
than the Class R-I
Certificates)
to receive
distributions
from the
proceeds
of REMIC II and,
in the case of
Holders
of Class SB and
Class
R-X
Certificates,
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 INTERESTS IN REMIC II AND REMIC
III.
The Trustee
acknowledges the assignment to it of the Uncertificated
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 SB, Class P and Class R-X
Certificates) in
authorized
denominations,
which evidence the entire
beneficial
interest in REMIC II, and the Class SB and Class
R-X Certificates in authorized denominations, which evidence the
entire beneficial interest in 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.
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 deposit into the Custodial
Account the amount of such waived
Prepayment
Charge at
the time that the amount
prepaid on the
related
Mortgage
Loan is required to be
deposited
into the
Custodial
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
3.11 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.
Prepayment
charges shall be deposited into the
Certificate
Account
and
shall
be
paid
on
each
Distribution
Date
to the
Holders
of the
Class P
Certificates.
(C)
(See Section 3.16(c) of the Standard Terms)
(D)
(See Section 3.16(d) of the Standard Terms)
(E)
(See Section 3.16(e) of the Standard Terms)
SECTION 3.17.
REPORTS TO THE TRUSTEE AND THE COMPANY
(See Section 3.17 of the Standard Terms)
SECTION 3.18.
ANNUAL STATEMENT AS TO COMPLIANCE
(See Section 3.18 of the Standard Terms)
SECTION 3.19.
ANNUAL
INDEPENDENT
PUBLIC
ACCOUNTANTS'
SERVICING
REPORT(See
Section
3.19
of
the
Standard Terms)
SECTION 3.20.
RIGHTS OF THE COMPANY IN RESPECT OF THE MASTER SERVICER
(See
Section
3.20
of the
Standard Terms)
SECTION 3.21.
ADMINISTRATION OF BUYDOWN FUNDS
(See Section 3.21 of the Standard Terms)
SECTION 3.22
ADVANCE FACILITY (See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
CERTIFICATE ACCOUNT.
(See Section 4.01 of the Standard Terms.)
SECTION 4.02.
DISTRIBUTIONS.
(A)
On each
Distribution
Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall allocate and
distribute the Available
Distribution
Amount to the extent on deposit in the Certificate Account for such
date to
the interests issued in respect of REMIC I, REMIC II and REMIC III
as specified in this Section.
(B)
(1)
On each
Distribution
Date,
the REMIC I
Distribution
Amount shall be
distributed by
REMIC I to REMIC II on account of the REMIC I Regular
Interests in the amounts and with the
priorities
set forth
in the definition thereof.
(2)
Notwithstanding the distributions on the REMIC I Regular Interests
described
in this Section 4.02(b), distribution of funds from the Certificate
Account shall be made only in accordance with
Section 4.02(c).
(C)
On each
Distribution
Date (x) the Master
Servicer
on behalf of the
Trustee
or (y) the
Paying
Agent
appointed by the Trustee,
shall distribute to each
Certificateholder
of record on the next preceding Record Date
(other than as
provided
in Section
9.01 of the
Standard
Terms
respecting
the final
distribution)
either in
immediately
available funds (by wire transfer or otherwise) to the account of
such
Certificateholder at a bank or
other
entity
having
appropriate
facilities
therefor,
if such
Certificateholder
has so
notified
the Master
Servicer or the Paying
Agent,
as the case may be, or, if such
Certificateholder
has not so notified
the Master
Servicer or the Paying Agent by the Record Date, by check mailed to
such
