RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of August 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2006-QA7
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>
<C>
<C>
PAGE
ARTICLE I
DEFINITIONS...............................................................8
Section 1.01.
Definitions.......................................................8
Section 1.02. Determination of
LIBOR...........................................63
Section 1.03. Use of Words and
Phrases.........................................64
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........64
Section 2.01. Conveyance of
Mortgage Loans.....................................64
Section 2.02. Acceptance by
Trustee............................................70
Section 2.03. Representations,
Warranties and Covenants of the Master
Servicer and the
Company.........................................71
Section 2.04. Representations
and Warranties of Sellers........................76
Section 2.05. Execution and
Authentication of Certificates/Issuance
of Certificates Evidencing Interests in
REMICs...................76
Section 2.06. Conveyance of
Uncertificated REMIC Regular Interests;
Acceptance by the
Trustee........................................77
Section 2.07. Issuance of
Certificates Evidencing Interest in REMIC IV
and REMIC
V......................................................77
Section 2.08. Purposes and
Powers of the Trust.................................77
Section 2.09. Agreement
Regarding Ability to Disclose..........................77
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................78
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................83
Section 4.01. Certificate
Account..............................................83
Section 4.02.
Distributions....................................................83
Section 4.03. Statements to
Certificateholders; Statements to the
Rating Agencies; Exchange Act
Reporting..........................89
Section 4.04. Distribution of
Reports to the Trustee and the Company;
Advances by the Master
Servicer..................................89
Section 4.05. Allocation of
Realized Losses....................................91
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property....93
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans....................93
Section 4.08. Surety
Bond......................................................93
Section 4.09. Swap
Agreement...................................................93
ARTICLE V
THE
CERTIFICATES.........................................................95
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<PAGE>
TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 5.01. The
Certificates.................................................95
Section 5.02. Registration of
Transfer and Exchange of Certificates............95
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates...............100
Section 5.04. Persons Deemed
Owners...........................................100
Section 5.05. Appointment of
Paying Agent.....................................100
Section 5.06. U.S.A. Patriot
Act Compliance...................................101
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.....................................102
Section 6.01. Respective
Liabilities of the Company and Master Servicer.......102
Section 6.02. Merger or
Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation of Duties by the Master
Servicer........................................................102
Section 6.03. Limitation on
Liability of the Company, Master Servicer
and
Others......................................................102
Section 6.04. Company and
Master Servicer Not to Resign.......................102
ARTICLE VII
DEFAULT.................................................................103
ARTICLE VIII CONCERNING
THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE..........104
ARTICLE IX
TERMINATION.............................................................113
Section 9.01. Optional
Purchase by the Master Servicer of All Certificates;
Termination Upon Purchase by the Master Servicer or
Liquidation of All Mortgage
LoansLiquidation....................113
ARTICLE X
REMIC
PROVISIONS........................................................118
Section 10.01. REMIC
Administration............................................118
Section 10.02. Master Servicer; REMIC
Administrator and Trustee
Indemnification.................................................118
Section 10.03. Designation of
REMICs...........................................118
Section 10.04. Distributions on the
Uncertificated REMIC Regular Interests.....119
Section 10.05. Compliance with
Withholding Requirements........................119
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................120
Section 11.01.
Amendment.......................................................120
Section 11.02. Recordation of
Agreement; Counterparts..........................120
Section 11.03. Limitation on Rights
of Certificateholders......................120
-ii-
<PAGE>
TABLE OF CONTENTS
(CONTINUED)
PAGE
Section 11.04. Governing
Law...................................................120
Section 11.05.
Notices.........................................................120
Section 11.06. Required Notices to
Rating Agency and Subservicer...............121
Section 11.07. Severability of
Provisions......................................121
Section 11.08. Supplemental
Provisions for Resecuritization....................121
Section 11.09. Allocation of Voting
Rights.....................................121
Section 11.10. No
Petition.....................................................122
ARTICLE XII
COMPLIANCE WITH REGULATION
AB...........................................123
</TABLE>
-iii-
<PAGE>
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
Exhibit Four:
Swap Agreement
Exhibit Five:
SB-AM Swap Agreement
Exhibit Six
Form of Certificate
to be Given
by Certificate
Owner
Exhibit Seven
Form of Certificate
to be Given by
Euroclear or
Cedel
Exhibit Eight
Form of Certificate
to be Given by
Transferee of
Beneficial Interest in
a Regulation S
Book-Entry
Certificate
Exhibit Nine
Form of Transfer Certificate for Exchange or
Transfer
from 144A Book-Entry Certificate to
Regulation S Book-Entry Certificate
Exhibit Ten
Form of Initial Purchaser Exchange Instructions
Exhibit Eleven
Form of Class SB-1 Certificate
-iv-
<PAGE>
This is a Series
Supplement, dated as
of August 1, 2006 (the
"Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of March 1, 2006 and attached as Exhibit Four hereto (the "Standard
Terms" and,
together with this Series Supplement, the "Pooling and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL ACCREDIT
LOANS, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master
servicer (together with its permitted successors and
assigns, the "Master
Servicer"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee and
supplemental interest
trust trustee
(together with its
permitted
successors and
assigns, the "Trustee"
and the "Supplemental Interest Trust
Trustee"), respectively.
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 (exclusive of the Supplemental Interest Trust Account, the
Swap Agreement and the SB-AM Swap Agreement) subject to this
Agreement as a real
estate mortgage
investment conduit (a "REMIC") for federal income tax purposes,
and such segregated
pool of assets will be
designated as "REMIC
I." 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 Class R-I Certificates will not bear interest or have
a Certificate
Principal Balance.
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.
INITIAL
UNCERTIFICATED
UNCERTIFICATED
REMIC I
REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-1-A
Variable(1)
$8,491,680.910
I-2-A
Variable(1)
$8,242,402.445
I-3-A
Variable(1)
$8,000,438.260
I-4-A
Variable(1)
$7,765,573.830
I-5-A
Variable(1)
$7,537,600.910
1
<PAGE>
INITIAL
UNCERTIFICATED
UNCERTIFICATED
REMIC I
REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-6-A
Variable(1)
$7,316,317.365
I-7-A
Variable(1)
$7,101,526.980
I-8-A
Variable(1)
$6,893,039.305
I-9-A
Variable(1)
$6,690,669.455
I-10-A
Variable(1)
$6,494,237.990
I-11-A
Variable(1)
$6,303,570.725
I-12-A
Variable(1)
$6,118,498.570
I-13-A
Variable(1)
$5,938,857.410
I-14-A
Variable(1)
$5,764,487.925
I-15-A
Variable(1)
$5,595,235.480
I-16-A
Variable(1)
$5,430,949.980
I-17-A
Variable(1)
$5,271,485.715
I-18-A
Variable(1)
$5,116,701.250
I-19-A
Variable(1)
$4,966,459.315
I-20-A
Variable(1)
$4,820,626.650
I-21-A
Variable(1)
$4,679,073.905
I-22-A
Variable(1)
$4,541,675.515
I-23-A
Variable(1)
$4,408,309.635
I-24-A
Variable(1)
$4,278,857.930
I-25-A
Variable(1)
$4,153,205.595
I-26-A
Variable(1)
$4,031,241.165
I-27-A
Variable(1)
$3,912,856.435
I-28-A
Variable(1)
$3,797,946.395
I-29-A
Variable(1)
$3,686,409.105
I-30-A
Variable(1)
$3,578,145.615
I-31-A
Variable(1)
$3,473,059.865
I-32-A
Variable(1)
$3,371,058.635
I-33-A
Variable(1)
$3,272,051.420
I-34-A
Variable(1)
$3,175,944.560
I-35-A
Variable(1)
$3,083,276.040
I-36-A
Variable(1)
$2,992,814.185
I-37-A
Variable(1)
$2,904,895.470
I-38-A
Variable(1)
$2,819,557.885
I-39-A
Variable(1)
$2,736,725.675
I-40-A
Variable(1)
$2,656,325.345
I-41-A
Variable(1)
$2,578,285.515
I-42-A
Variable(1)
$2,502,536.935
I-43-A
Variable(1)
$2,429,012.350
I-44-A
Variable(1)
$2,357,646.510
I-45-A
Variable(1)
$2,288,376.055
I-46-A
Variable(1)
$2,221,139.505
I-47-A
Variable(1)
$2,155,877.165
I-48-A
Variable(1)
$2,092,531.105
I-49-A
Variable(1)
$2,031,045.080
I-50-A
Variable(1)
$1,971,364.505
I-51-A
Variable(1)
$1,913,436.400
I-52-A
Variable(1)
$1,857,209.325
I-53-A
Variable(1)
$1,802,633.365
I-54-A
Variable(1)
$1,749,660.055
I-55-A
Variable(1)
$1,698,242.360
I-56-A
Variable(1)
$1,648,383.270
I-57-A
Variable(1)
$1,599,938.625
I-58-A
Variable(1)
$1,552,916.705
2
<PAGE>
INITIAL
UNCERTIFICATED
UNCERTIFICATED
REMIC I
REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-59-A
Variable(1)
$1,507,230.900
I-60-A
Variable(1)
$49,728,743.425
I-1-B
Variable(1)
$8,491,680.910
I-2-B
Variable(1)
$8,242,402.445
I-3-B
Variable(1)
$8,000,438.260
I-4-B
Variable(1)
$7,765,573.830
I-5-B
Variable(1)
$7,537,600.910
I-6-B
Variable(1)
$7,316,317.365
I-7-B
Variable(1)
$7,101,526.980
I-8-B
Variable(1)
$6,893,039.305
I-9-B
Variable(1)
$6,690,669.455
I-10-B
Variable(1)
$6,494,237.990
I-11-B
Variable(1)
$6,303,570.725
I-12-B
Variable(1)
$6,118,498.570
I-13-B
Variable(1)
$5,938,857.410
I-14-B
Variable(1)
$5,764,487.925
I-15-B
Variable(1)
$5,595,235.480
I-16-B
Variable(1)
$5,430,949.980
I-17-B
Variable(1)
$5,271,485.715
I-18-B
Variable(1)
$5,116,701.250
I-19-B
Variable(1)
$4,966,459.315
I-20-B
Variable(1)
$4,820,626.650
I-21-B
Variable(1)
$4,679,073.905
I-22-B
Variable(1)
$4,541,675.515
I-23-B
Variable(1)
$4,408,309.635
I-24-B
Variable(1)
$4,278,857.930
I-25-B
Variable(1)
$4,153,205.595
I-26-B
Variable(1)
$4,031,241.165
I-27-B
Variable(1)
$3,912,856.435
I-28-B
Variable(1)
$3,797,946.395
I-29-B
Variable(1)
$3,686,409.105
I-30-B
Variable(1)
$3,578,145.615
I-31-B
Variable(1)
$3,473,059.865
I-32-B
Variable(1)
$3,371,058.635
I-33-B
Variable(1)
$3,272,051.420
I-34-B
Variable(1)
$3,175,944.560
I-35-B
Variable(1)
$3,083,276.040
I-36-B
Variable(1)
$2,992,814.185
I-37-B
Variable(1)
$2,904,895.470
I-38-B
Variable(1)
$2,819,557.885
I-39-B
Variable(1)
$2,736,725.675
I-40-B
Variable(1)
$2,656,325.345
I-41-B
Variable(1)
$2,578,285.515
I-42-B
Variable(1)
$2,502,536.935
I-43-B
Variable(1)
$2,429,012.350
I-44-B
Variable(1)
$2,357,646.510
I-45-B
Variable(1)
$2,288,376.055
I-46-B
Variable(1)
$2,221,139.505
I-47-B
Variable(1)
$2,155,877.165
I-48-B
Variable(1)
$2,092,531.105
I-49-B
Variable(1)
$2,031,045.080
I-50-B
Variable(1)
$1,971,364.505
I-51-B
Variable(1)
$1,913,436.400
3
<PAGE>
INITIAL
UNCERTIFICATED
UNCERTIFICATED
REMIC I
REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-52-B
Variable(1)
$1,857,209.325
I-53-B
Variable(1)
$1,802,633.365
I-54-B
Variable(1)
$1,749,660.055
I-55-B
Variable(1)
$1,698,242.360
I-56-B
Variable(1)
$1,648,383.270
I-57-B
Variable(1)
$1,599,938.625
I-58-B
Variable(1)
$1,552,916.705
I-59-B
Variable(1)
$1,507,230.900
I-60-B
Variable(1)
$49,728,743.425
A-I
Variable(1)
$14,041,082.10
I
Variable(1)
$23,827.52
II
Variable(1)
$35,402.51
(1) Calculated
as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided
herein, the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular
Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." 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 Class R-II Certificates will not
bear interest or have
a Certificate
Principal Balance.
The following table
irrevocably sets forth
the designation,
remittance rate (the
"Uncertificated
REMIC II Pass-Through
Rate") and initial
Uncertificated
Principal Balance for
each of the "regular interests" in REMIC II (the "REMIC II Regular
Interests").
The "latest
possible maturity date" (determined solely for purposes of
satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii))
for each REMIC II
Regular Interest
shall be the
Maturity Date. None of the REMIC II Regular
Interests will be certificated.
UNCERTIFICATED
INITIAL UNCERTIFICATED
REMIC II
REMIC II
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
Y-1
Variable(1)
$119,134.79
Y-2
Variable(1)
$177,012.55
Z-1
Variable(1)
$238,156,074.11
Z-2
Variable(1)
$353,848,090.68
LT-IO
Variable(1)
(2)
(1) Calculated
as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2) REMIC II Regular
Interest LT-IO will not have an Uncertificated Principal
Balance but
will accrue interest on its uncertificated notional amount
calculated in accordance with the definition of "Uncertificated
Notional Amount"
herein.
4
<PAGE>
REMIC III
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC II
Regular Interests
as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC III." The Class R-III Certificates will represent
the sole Class of
"residual interests"
in REMIC III for
purposes of the REMIC
Provisions under federal income tax law. The Class R-III
Certificates
will not
bear interest or have
a Certificate
Principal Balance.
The following table
irrevocably sets forth
the designation,
remittance rate (the
"Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC III (the "REMIC III Regular
Interests"). The "latest possible maturity date" (determined solely
for purposes
of satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii))
for each REMIC
III Regular Interest
shall be the Maturity Date. None of the REMIC III Regular
Interests will be certificated.
UNCERTIFICATED REMIC
INITIAL
III
UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE PRINCIPAL BALANCE
LT1
Variable(1)
$238,117,211.29
LT2
Variable(1)
$8,792.23
LT3
0.00%
$15,035.29
LT4
Variable(1)
$15,035.29
LT5
Variable(1)
$353,790240.65
LT6
Variable(1)
$12,954.99
LT7
0.00%
$22,447.52
LT8
Variable(1)
$22,447.52
LT-Y1
Variable(1)
$119,134.79
LT-Y2
Variable(1)
$177,012.55
LT-IO
Variable(1)
(2)
(1) Calculated
as provided in the definition of Uncertificated REMIC III
Pass-Through Rate.
(2) REMIC III Regular Interest LT-IO will not have an
Uncertificated Principal Balance but will accrue
interest
on its uncertificated notional amount calculated as provided in
the
definition
of Uncertificated Notional Amount.
REMIC IV
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC III Regular
Interests as a REMIC for federal income tax purposes, and such segregated pool
of assets will be
designated
as REMIC IV.
The Class R-IV
Certificates
will
represent the sole Class of "residual interests" in REMIC IV for
purposes of the
REMIC Provisions under federal income tax law. The Class R-IV
Certificates will
not bear interest or have a Certificate Principal Balance. The following table
irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial
Certificate Principal Balance, certain features, Maturity Date, initial ratings
and minimum
denominations for each Class of Certificates that evidence
"regular
interests" in REMIC IV and REMIC IV Regular Interests SB-IO, SB-PO and IO (the
"REMIC IV 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 IV Regular Interest shall be the Maturity
Date. REMIC IV Regular Interests SB-IO, SB-PO and IO will not be
certificated.
5
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
PASS-
CERTIFICATE
THROUGH
PRINCIPAL
MATURITY
MOODY'S
MINIMUM
DESIGNATION TYPE
RATE
BALANCE
FEATURES
DATE
/S&P
DENOMINATION
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Class I-A-1
Regular(1)
Adjustable
$223,383,000.00
Senior/Adjustable Rate August 25, 2036 Aaa /AAA
$100,000.00
Rate(2)(3)
Class II-A-1
Regular(1)
Adjustable
$298,708,000.00
Senior/Super Senior/ August 25, 2036
Aaa
/AAA
$100,000.00
Rate(2)(3)
Adjustable Rate
Class II-A-2
Regular(1)
Adjustable
$33,190,000.00
Senior/Senior Support/ August 25, 2036 Aaa /AAA
$100,000.00
Rate(2)(3)
Adjustable Rate
Class M-1 Regular(1)
Adjustable
$9,476,000.00
Mezzanine/Adjustable August 25, 2036
Aa1
/ AA+
$100,000.00
Rate(2)(3)
Rate
Class M-2 Regular(1)
Adjustable
$3,849,000.00
Mezzanine/Adjustable August 25, 2036
Aa2
/ AA
$100,000.00
Rate(2)(3)
Rate
Class M-3 Regular(1)
Adjustable
$2,665,000.00
Mezzanine/Adjustable August 25, 2036
Aa3
/ AA-
$100,000.00
Rate(2)(3)
Rate
Class M-4 Regular(1)
Adjustable
$2,961,000.00
Mezzanine/Adjustable August 25, 2036
A1 / A+
$250,000.00
Rate(2)(3)
Rate
Class M-5 Regular(1)
Adjustable
$2,665,000.00
Mezzanine/Adjustable August 25, 2036
A2 / A
$250,000.00
Rate(2)(3)
Rate
Class M-6 Regular(1)
Adjustable
$2,073,000.00
Mezzanine/Adjustable August 25, 2036
A3 / A-
$250,000.00
Rate(2)(3)
Rate
Class M-7 Regular(1)
Adjustable
$2,073,000.00
Mezzanine/Adjustable August 25, 2036
Baa1 /
BBB+
$250,000.00
Rate(2)(3)
Rate
Class M-8 Regular(1)
Adjustable
$2,073,000.00
Mezzanine/Adjustable August 25, 2036
Baa2 / BBB
$250,000.00
Rate(2)(3)
Rate
Class M-9 Regular(1)
Adjustable
$2,073,000.00
Mezzanine/Adjustable August 25, 2036
Baa3 / BBB
$250,000.00
Rate(2)(3)
Rate
Class M-10
Regular(1)
Adjustable
$2,962,000.00
Mezzanine/Adjustable August 25, 2036
Ba1
/ BBB-
$250,000.00
Rate(2)(3)
Rate
SB-IO
Regular(4) (4)
N/A
Subordinate/Interest August 25, 2036
N/R
N/A
Only
SB-PO
Regular(5) N/A
$4,149,312,13
Subordinate/Principal August 25, 2036
N/R
N/A
Only
IO
Regular(6) (7)
(8)
Interest Only
August 25, 2036
N/R
N/R
</TABLE>
(1) This Class of
Certificates
represents
ownership of a REMIC IV Regular
Interest
together with certain rights to payments to be made from
amounts
received
under the Swap
Agreement which will be deemed made for federal
income
tax purposes outside of REMIC IV by the holders of the Class SB
Certificates as the
owners of the Swap Agreement and (ii) the obligation to
pay the
Class IO Distribution
Amount. Any amount
distributed on this Class
of
Certificates
on any Distribution Date in excess of the amount
distributable on the related REMIC IV Regular Interest on such
Distribution
Date shall
be treated for federal
income tax
purposes as having
been paid
from the
Supplemental Interest Trust Account and any amount distributable
on
such REMIC
IV Regular Interest on
such Distribution
Date in excess of
the
amount
distributable on such Class of Certificates on such Distribution
Date
shall be
treated as having
been paid to the
Supplemental
Interest Trust
Account,
all pursuant to and as further provided in Section 4.09 hereof.
(2) The Class A Certificates and Class M Certificates, will accrue
interest at a
per annum
rate equal to the lesser of (i) LIBOR plus the applicable Margin
and (ii)
the related
Net WAC Cap Rate (but,
with respect to any class of
Class M
Certificates, not more than 14.00% per annum).
(3) The Class A Certificates and Class M Certificates will also entitle their
holders
to receive certain payments from the holders of the Class SB
Certificates from
amounts to which the REMIC V Regular Interests are
entitled
and from amounts received under the Swap Agreement, which will not
be a part
of their ownership of the REMIC IV Regular Interests.
(4) REMIC IV 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 an aggregate amount equal to
the aggregate
interest
distributable with
respect to the Class
SB Certificates
pursuant to the
terms and
conditions hereof.
(5) REMIC IV 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 aggregate initial
Certificate Principal
Balance of the Class SB Certificates pursuant to the
terms and
conditions hereof.
(6) For federal income tax purposes, REMIC IV Regular Interest IO will
not have
a Pass
Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC
III Regular Interest LT-IO.
(7) For federal income tax purposes, REMIC IV Regular Interest IO will
not have
an
Uncertificated
Principal Balance, but
will have a notional amount equal
to the
Uncertificated Notional Amount of REMIC III Regular Interest
LT-IO.
6
<PAGE>
REMIC V
As provided herein, the REMIC Administrator will make an
election
to treat the segregated pool of assets consisting of REMIC IV Regular
Interests
SB-IO, SB-PO
and IO as a REMIC
for federal income tax purposes, and such
segregated pool of
assets will be designated as REMIC V. The Class R-X
Certificates will
represent the sole
Class of "residual
interests" in REMIC V
for purposes of the REMIC Provisions under federal income tax law.
The Class R-X
Certificates will not bear interest or have a Certificate Principal
Balance. The
following table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate Initial Certificate Principal Balance, certain features and Maturity
Date for the Class SB-1 Certificates and the Class SB-2
Certificates
which in
the aggregate
represent the two "regular interests" in REMIC V designated
REMIC
V Regular Interest
SB and REMIC V Regular
Interest IO (the "REMIC V Regular
Interests"). The "latest possible maturity date" (determined solely
for purposes
of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for the REMIC V
Regular Interests shall be the Maturity Date.
AGGREGATE
INITIAL
PASS- CERTIFICATE
THROUGH PRINCIPAL
MATURITY
DESIGNATION
TYPE RATE
BALANCE
FEATURES
DATE
Class SB-1(1) Regular(1)
(1)
$1,037,328.03
Subordinate August 25,
2036
Class SB-2(1) Regular(1)
(1)
$3,111,984.10
Subordinate August 25,
2036
(1) The Class SB-1
Certificates and SB-2
Certificates will
accrue interest as
described
in the definition of Accrued Certificate Interest. The Class SB-1
Certificates and
SB-2 Certificates will not accrue interest on their
Certificate Principal Balances.
REMIC V Regular
Interest IO will be held as an asset of the
Supplemental Interest
Trust Account established by the Trustee and will be
treated for federal
income tax purposes as owned by the holders of the Class SB
Certificates.
REMIC V Regular
Interest SB will not have a Pass-Through Rate,
but will be entitled to 100% of all amounts distributed or deemed
distributed on
REMIC IV Regular Interests SB-IO and SB-PO. REMIC V Regular
Interest IO will not
have a Pass-Through
Rate, but will be entitled to 100% of all amounts
distributed or deemed distributed on REMIC IV Regular Interest IO.
The rights of
the holders of the Class SB Certificates to payments under the Swap Agreement
and SB-AM Swap
Agreement shall be
outside and apart
from their
rights with
respect to the REMIC V Regular Interests.
The Mortgage Loans
have an aggregate
Cut-off Date
Principal Balance
equal to $592,300,312.13. The Mortgage Loans are hybrid
adjustable-rate mortgage
loans having terms to maturity at origination or modification of generally not
more than 30 years.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
7
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01.
DEFINITIONS.
Whenever used in this Agreement, the following words and phrases,
unless
the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and
each Class of Class A Certificates and Class M Certificates,
interest accrued
during the related Interest Accrual Period on the Certificate
Principal Balance
thereof immediately prior to such Distribution Date at the Pass
Through Rate for
that Distribution Date.
The amount of
Accrued Certificate Interest on each Class of Class A
Certificates and
Class M Certificates shall be reduced by the amount of
Prepayment Interest
Shortfalls on the
related Mortgage Loans
during the prior
calendar month to the extent not covered by Compensating Interest pursuant to
Section 3.16, and by Relief Act Shortfalls on the related
Mortgage Loans
during
the related Due Period. The portion of any Prepayment Interest Shortfalls or
Relief Act Shortfalls allocated to the Class A Certificates will be
equal to 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 in proportion to the amount of Accrued Certificate
Interest payable
on such Certificates 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 Class of Class M
Certificates for any Distribution Date shall further be reduced by
the interest
portion of
Realized Losses allocated to any Class of Class M Certificates
pursuant to Section 4.05.
Accrued Certificate
Interest with respect
to the Class A
Certificates
and Class M
Certificates shall
accrue on the basis of
a 360-day year and
the
actual number of days in the related Interest Accrual Period.
With respect to each
Distribution
Date and each class of
the Class SB
Certificates, interest
accrued during the preceding Interest Accrual Period at
the related
Pass-Through
Rate on the
Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such
Distribution Date,
reduced by any interest shortfalls with respect to the Mortgage
Loans, including
Prepayment Interest
Shortfalls
to the extent not covered by Compensating
Interest pursuant to
Section 3.16 or by
Excess Cash Flow
pursuant to
Section
4.02(c)(iii) and (iv). Accrued Certificate Interest on each class of 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.
8
<PAGE>
Affected Party: As
defined in the Swap Agreement.
Available Distribution
Amount: As to any
Distribution Date, an
amount
equal to (a) the sum of (i) the amount relating to the Mortgage
Loans on deposit
in the Custodial
Account as of the close of business on the immediately
preceding
Determination Date, including any Subsequent Recoveries,
and amounts
deposited in the
Custodial Account in connection with the substitution of
Qualified Substitute
Mortgage Loans, (ii) the amount of any Advance made on the
immediately preceding
Certificate
Account Deposit Date, (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)
any amount received
by the Trustee pursuant to the Surety Bond in
respect of
such Distribution Date
and (vii) 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, (y)
amounts permitted
to be withdrawn by the
Master Servicer
from the Custodial Account in respect of the Mortgage
Loans
pursuant to clauses
(ii)-(x), inclusive,
of Section 3.10(a),
and (z) any Net
Swap Payments required
to be made to the Swap Counterparty and Swap Termination
Payments not due to a
Swap Counterparty
Trigger Event for such Distribution
Date.
Basis Risk Shortfalls: The Group I Basis Risk Shortfalls, Group II
Basis
Risk Shortfalls and Class M Basis Risk Shortfalls, as
applicable.
Book-Entry
Certificate: The
Class A, Class M and Class SB-1
Certificates.
Certificate: Any Class
A, Class M, Class SB or Class R 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-QA7" 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) in the case of any Class of Class M Certificates, the
aggregate of all
reductions in
Certificate Principal
Balance deemed to have
occurred in connection with Realized Losses which were previously
allocated to
such Certificate
(or any predecessor Certificate) pursuant to Section 4.05;
provided, that with
respect to any Distribution Date, the Certificate Principal
Balances of (i) the Class I-A or Class M Certificates will be
increased, in each
case to the extent of Realized Losses previously allocated thereto
and remaining
9
<PAGE>
unreimbursed, by the
Subsequent Recovery
Allocation Amount for Loan Group I in
the following order of priority: to the Class I-A Certificates
Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9
and Class M-10 Certificates, in that order and (ii) the Class
II-A Certificates
or Class M
Certificates
will be increased, in each case to the extent of
Realized Losses previously allocated thereto and remaining
unreimbursed, by
the
Subsequent Recovery
Allocation Amount for
Loan Group II in the following order
of priority: first 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,
Class M-7,
Class M-8, Class M-9 and Class M-10 Certificates, in that order,
but only to the
extent of Subsequent
Recoveries received
during the preceding
calendar month.
The Class R Certificates will not have a Certificate Principal
Balance.
Certificate Policy:
None.
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: first, concurrently, to the Class A-I
Certificates, from the
Class A-I Interest
Remittance
Amount and to the
Class
A-II Certificates,
pro rata, from the
Class A-II Interest
Remittance Amount;
second, to the Class
A-I Certificates,
from the remaining
Class A-II Interest
Remittance Amount
or to the Class A-II Certificates, pro rata, from the
remaining Class A-I
Interest Remittance Amount, as needed after taking into
account any
distributions in
respect of interest on
the Class A
Certificates
made in first above; third, concurrently, from the Principal Remittance
Amount
related to Loan Group I to the Class A-I Certificates, and from the Principal
Remittance Amount related to Loan Group II to the Class A-II
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 fourth, from the
remaining Principal
Remittance Amount related to Loan Group II to the Class A-I
Certificates, or from
the remaining Principal Remittance Amount related to Loan
Group I to the Class A-II Certificates, pro rata, 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.
10
<PAGE>
Class I-A-1 Certificate: The Class I-A-1 Certificates,
executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed to the Standard Terms as Exhibit A, senior to the Class M
Certificates,
Class SB Certificates and Class R Certificates with respect to
distributions and
the allocation
of Realized
Losses in respect of
Group I Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular
interest"
in REMIC IV for
purposes of the REMIC
Provisions,
(ii) the right to
receive
payments under the Swap Agreement and SB-AM Swap Agreement,
and (iii) the
right
to receive Basis Risk Shortfalls.
Class I-A-1 Margin:
With respect to any Distribution Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.19% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.38% per
annum.
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, reduced
by the amount of any Net Swap Payments or Swap Termination
Payment not due to a
Swap Counterparty
Trigger Event paid from the interest
payments received or advanced on the Group I Loans.
Class II-A
Certificates: Any one
of the Class II-A-1
Certificates or
Class II-A-2
Certificates,
executed by the
Trustee and
authenticated by
the
Certificate Registrar substantially in the form annexed to the
Standard Terms 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 IV for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under
the Swap Agreement
and SB-AM Swap Agreement, and (iii) the right to receive Basis Risk
Shortfalls.
Class II-A-1 Certificate: The Class II-A-1 Certificates, executed
by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed to the Standard Terms as Exhibit A.
Class II-A-1 Margin:
With respect to any Distribution Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.185% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.370% per
annum.
Class II-A-2 Certificate: The Class II-A-2 Certificates, executed
by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed to the Standard Terms as Exhibit A.
Class II-A-2 Margin:
With respect to any Distribution Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.25% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.50% per
annum.
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, reduced
by the amount of any Net Swap Payments or Swap Termination
Payment not due to a
Swap Counterparty
Trigger Event paid from the interest
payments received or advanced on the Group II Loans.
11
<PAGE>
Class A-P Certificates: None.
Class B Certificate:
None.
Class M Basis Risk
Shortfalls:
With respect to each Class of Class
M
Certificates and any
Distribution
Date, the sum of (a) with respect to any
Distribution Date on
which the Net WAC Cap Rate for the Class M Certificates is
used to determine the
Pass-Through Rate of
such Class, an amount
equal to the
excess of (x) Accrued
Certificate Interest
for such Class
calculated at a per
annum rate equal to LIBOR plus the related Margin for such Distribution Date
(which shall not
exceed 14.000% per annum), over (y) Accrued Certificate
Interest for such
Class calculated
using the Net WAC Cap
Rate for the Class M
Certificates for such
Distribution
Date, (b) any shortfalls for such Class
calculated pursuant to clause (a) above remaining unpaid from prior
Distribution
Dates, and (c) one
month's interest on the amount in clause
(b) (based on the
number of days in the
preceding Interest
Accrual Period) at a per annum rate
equal to LIBOR plus the related Margin for such Distribution
Date.
Class M Certificates: Collectively, the Class M-1, Class M-2, Class
M-3,
Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
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 M-8,
Class M-9, Class
M-10, 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 IV for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under
the Swap Agreement
and SB-AM Swap Agreement and (iii) the right to receive Basis Risk
Shortfalls.
Class M-1 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.29% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.435% per
annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (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
12
<PAGE>
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 M-8, Class M-9, Class
M-10, 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 IV for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
SB-AM Swap Agreement and (iii) the right to receive Basis Risk
Shortfalls.
Class M-2 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.31% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.465% per
annum.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date (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 M-8, Class M-9, Class M-10, Class SB Certificates and Class R
Certificates with respect to distributions and the allocation of
Realized Losses
13
<PAGE>
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in
REMIC IV for purposes of the REMIC Provisions, (ii) the
right to receive
payments under the Swap Agreement and SB-AM Swap Agreement and
(iii) the right to receive Basis Risk Shortfalls.
Class M-3 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.33% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.495% 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 M-8, Class M-9, Class M-10, Class SB Certificates and Class R
Certificates
with respect to distributions and the allocation of Realized Losses
as set forth
in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC IV
for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and SB-AM Swap Agreement
and (iii) the
right to receive Basis Risk Shortfalls.
Class M-4 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.38% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination Date, 0.76% per
annum.
14
<PAGE>
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 M-8,
Class M-9, Class M-10,
Class SB Certificates and Class R Certificates with
respect to
distributions and the
allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular
interest"
in REMIC IV for
purposes of the REMIC
Provisions,
(ii) the right to
receive
payments under the
Swap Agreement and
SB-AM Swap Agreement and (iii) the right
to receive Basis Risk Shortfalls.
Class M-5 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.40% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.600% per
annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (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:
15
<PAGE>
(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
M-8, Class M-9,
Class M-10, Class SB
Certificates
and Class R
Certificates
with respect to
distributions and the
allocation
of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC
IV for purposes
of the REMIC
Provisions,
(ii) the right to
receive payments
under the Swap Agreement and SB-AM Swap Agreement and (iii) the
right to receive
Basis Risk Shortfalls.
Class M-6 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.48% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.720% per
annum.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date (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
16
<PAGE>
(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
M-8, Class M-9,
Class
M-10, Class
SB Certificates and Class R Certificates with respect to
distributions and the
allocation
of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC
IV for purposes
of the REMIC
Provisions,
(ii) the right to
receive payments
under the Swap Agreement and SB-AM Swap Agreement and (iii) the
right to receive
Basis Risk Shortfalls.
Class M-7 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.95% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 1.425% 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
17
<PAGE>
M-7 Certificates immediately prior to that Distribution Date over
(B) the lesser
of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if
any,
of the aggregate
Stated Principal
Balance of the
Mortgage Loans after
giving
effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, senior to the Class M-9, Class
M-10, Class SB
Certificates and Class
R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest designated
as a "regular
interest" in REMIC IV for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under
the Swap Agreement
and SB-AM Swap Agreement and (iii) the right to receive Basis Risk
Shortfalls.
Class M-8 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
1.050% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 1.575% per
annum.
Class M-8 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, Class M-6 Principal Distribution
Amount and Class
M-7 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, Class M-6 Principal
Distribution Amount
and Class M-7 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of
the Class A, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6 and Class M-7 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, Class M-6 Principal Distribution Amount and
Class M-7 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-8 Certificates
immediately prior to
that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on
that Distribution
Date and (y) the
excess, if any, of the aggregate Stated
Principal Balance of
the Mortgage Loans after giving effect to distributions to
be made on that Distribution Date, over the Overcollateralization
Floor.
18
<PAGE>
Class M-9 Certificate: Any one of the Class M-9 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, senior to the Class M-10
Certificates,
Class
SB Certificates and Class R Certificates with respect to distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest designated
as a "regular
interest" in REMIC IV for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under
the Swap Agreement
and SB-AM Swap Agreement and (iii) the right to receive Basis Risk
Shortfalls.
Class M-9 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
1.85% per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 2.775% per
annum.
Class M-9 Principal Distribution Amount: With respect to any
Distribution Date (a)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2
Principal Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class
M-5
Principal Distribution
Amount, Class M-6 Principal Distribution Amount, the
Class M-7 Principal Distribution Amount and the Class M-8 Principal
Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect
for that Distribution Date, the lesser of:
(i) the remaining
Principal Distribution
Amount for that
Distribution
Date after distribution of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount,
the Class M-5
Principal Distribution
Amount, Class M-6
Principal Distribution
Amount, Class M-7 Principal Distribution Amount and the
Class M-8 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2
Certificates,
Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class
M-6 Certificates, Class M-7 Certificates and Class M-8
Certificates (after
taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class
M-2
Principal Distribution
Amount, the Class M-3 Principal Distribution Amount, the
Class M-4 Principal
Distribution Amount,
the Class M-5 Principal Distribution
Amount, Class
M-6 Principal Distribution Amount, Class M-7 Principal
Distribution Amount
and the Class M-8
Principal Distribution
Amount for that
Distribution Date) and
(2) the Certificate
Principal Balance of
the Class M-9
Certificates
immediately prior to that Distribution Date over (B) the lesser
of
(x) the product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if
any,
of the aggregate
Stated Principal
Balance of the
Mortgage Loans after
giving
effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
19
<PAGE>
Class M-10 Certificate: Any one of the Class M-10
Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed
hereto as Exhibit B, senior to the Class SB Certificates and
Class R Certificates
with respect to distributions and the allocation of
Realized Losses as set
forth in Section 4.05,
and evidencing
(i) an interest
designated as a
"regular interest" in REMIC IV for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
SB-AM Swap Agreement and (iii) the right to receive Basis Risk
Shortfalls.
Class M-10 Margin:
With respect to any
Distribution Date
prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
2.250% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 3.375% per
annum.
Class M-10
Principal Distribution Amount: With respect to any
Distribution Date (a)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2
Principal Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class
M-5
Principal Distribution
Amount, Class M-6 Principal Distribution Amount, the
Class M-7 Principal
Distribution Amount,
the Class M-8 Principal Distribution
Amount and the Class M-9 Principal Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is not in effect for that Distribution Date,
the lesser of:
(i) the remaining
Principal Distribution
Amount for that
Distribution
Date after distribution of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount,
the Class M-5
Principal Distribution
Amount, Class M-6
Principal Distribution
Amount, Class M-7 Principal Distribution Amount, the
Class M-8 Principal Distribution Amount and the Class M-9 Principal
Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2
Certificates,
Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates,
Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates and Class M-9 Certificates (after taking into account the
payment
of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount, the Class
M-3
Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the
Class M-5 Principal Distribution Amount, Class M-6 Principal Distribution
Amount, Class M-7
Principal Distribution Amount, the Class M-8 Principal
Distribution Amount
and the Class M-9
Principal Distribution
Amount for that
Distribution Date) and
(2) the Certificate
Principal Balance of the Class M-10
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.
20
<PAGE>
Class R Certificate:
Any one of the
Class R-I, Class R-II or Class
R-III, Class R-IV and 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-III
Certificate:
Any one of the Class R-III Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the
form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated
as a "residual
interest" in REMIC III for
purposes of the REMIC Provisions.
Class R-IV Certificate: Any one of the Class R-IV
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 IV 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 V for purposes of the REMIC
Provisions.
Class SB Certificate:
Any one of the Class
SB-1 Certificates or
Class
SB-2 Certificates
executed by the
Trustee and authenticated by the Certificate
Registrar
substantially in
the form annexed hereto as Exhibit Eleven,
subordinate to the Class A Certificates 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 V Regular Interests for purposes of
the REMIC Provisions,
together with certain
rights to payments
under the Swap
Agreement for purposes
of the REMIC
Provisions and certain
obligations
with
respect to payments of Basis Risk Shortfalls.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date: August
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-QA7.
21
<PAGE>
Cut-off Date Principal Balance: $592,300,312.13
Custodial File: Any
mortgage loan document in the Mortgage File that is
required to be
delivered to the
Trustee or the
Custodian pursuant to
Section
2.01(b) of this Agreement.
Cut-off Date: August
1, 2006.
Defaulting Party: As defined in the Swap Agreement.
Definitive Certificate: Any definitive, fully registered
Certificate.
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.
Early Termination
Date: Shall have the meaning set forth in the Swap
Agreement.
Euroclear: Euroclear Bank, S.A./NA, as operator of The Euroclear
System.
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 pay interest on the Class A
Certificates and
Class M Certificates on such Distribution Date, (B) the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date and
(C) any Net Swap Payments received by the Supplemental Interest Trust Trustee
under the Swap
Agreement for that Distribution Date and deposited in the
Supplemental Interest Trust Account pursuant to Section
4.09(c).
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.
22
<PAGE>
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.
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 Basis Risk
Shortfall--With
respect to Class I-A-1 Certificates
and any Distribution
Date, an amount equal to the excess 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
using the Group I Net
WAC Rate; plus any unpaid Group I Basis
Risk Shortfall
from prior
Distribution
Dates, plus interest thereon to the
extent not previously
paid from Excess Cash Flow calculated at a rate equal to
One-Month LIBOR plus the Class I-A-1 Margin.
Group I Certificates:
The Class I-A-1 Certificates.
Group I Loans: The
Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Net WAC Rate: With respect to any Distribution Date, a per
annum
rate equal to (i) the
weighted average of the Net Mortgage Rates (or, if
applicable, the
Modified Net Mortgage Rates) on the Group I Loans using the Net
Mortgage Rates in
effect for the Monthly
Payments due on such
Mortgage Loans
during the related Due Period, weighted on the basis of the
respective
Stated
Principal Balances thereof for such Distribution Date, multiplied by a fraction
equal to 30 divided by the actual number of days in the related
Interest Accrual
Period minus (ii) the product of (a) a fraction, expressed as a percentage, the
numerator of which is
the amount of any Net Swap Payments or Swap Termination
Payment not due to a Swap Counterparty Trigger Event paid from interest and
principal payments
received or advanced on the Group I Loans
owed to the Swap
Counterparty as of
such Distribution
Date and the
denominator of which is the
aggregate Stated Principal Balance of the Group I Loans as of
such Distribution
Date, and (b) a
fraction expressed as
a percentage, the
numerator of which is
360 and the
denominator of which
is the actual number
of days in the
related
Interest Accrual Period.
Group I Principal
Distribution Amount:
For any Distribution
Date, the
product of (x) the Class A Principal Distribution Amount for 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 I REMIC II Net WAC Rate: With respect to any Distribution
Date, a
per annum rate equal to the weighted average of the Net Mortgage Rates on the
Group I Loans reduced by the REMIC II Net WAC Rate.
23
<PAGE>
Group I REMIC III Net WAC Rate: With respect to any Distribution
Date, a
per annum rate equal to the weighted average of the Uncertificated REMIC II
Pass-Through Rates for REMIC II Regular Interests Y-1 and Z-1.
Group II Basis Risk
Shortfall--With
respect to any class of Class II-A
Certificates and any
Distribution
Date, an amount equal to the excess 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 using the
related Net WAC Cap Rate; plus any unpaid
Group II Basis Risk
Shortfall from prior
Distribution
Dates, plus interest
thereon to the extent not previously paid from Excess Cash Flow
calculated at a
rate equal to One-Month LIBOR plus the related Margin.
Group II Certificates:
The Class II-A-1 and Class II-A-2 Certificates.
Group II Loans: The
Mortgage Loans
designated
on the Mortgage Loan
Schedule as Group II Loans.
Group II Net WAC Rate:
With respect to any
Distribution
Date, a per
annum rate equal to (i) the weighted average of the Net Mortgage
Rates (or, if
applicable, the Modified Net Mortgage Rates) on the Group II Loans
using the Net
Mortgage Rates in
effect for the Monthly
Payments due on such
Mortgage Loans
during the related Due Period, weighted on the basis of the
respective
Stated
Principal Balances thereof for such Distribution Date, multiplied by a fraction
equal to 30 divided by the actual number of days in the related
Interest Accrual
Period minus (ii) the product of (a) a fraction, expressed as a percentage, the
numerator of which is
the amount of any Net Swap Payments or Swap Termination
Payment not due to a Swap Counterparty Trigger Event paid from interest and
principal payments
received or advanced
on the Group II Loans owed to the Swap
Counterparty as of
such Distribution
Date and the
denominator of which is the
aggregate Stated Principal Balance of the Group II Loans as of such
Distribution
Date, and (b) a
fraction expressed as
a percentage, the
numerator of which is
360 and the
denominator of which
is the actual number
of days in the
related
Interest Accrual Period.
Group II Principal
Distribution Amount:
For any Distribution Date, the
product of (x) the Class A Principal Distribution Amount for 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 II REMIC II Net WAC Rate: With respect to any Distribution
Date, a
per annum rate equal to the weighted average of the Net Mortgage Rates on the
Group II Loans reduced by the REMIC II Net WAC Rate.
Group II REMIC III Net WAC Rate: With respect to any Distribution
Date,
a per annum rate equal to the weighted average of the Uncertificated REMIC II
Pass-Through Rates for REMIC II Regular Interests Y-2 and Z-2.
24
<PAGE>
Index: With respect to
any Mortgage Loan and as to any Adjustment Date
therefor, the related index as stated in the related Mortgage
Note.
Interest Accrual Period: (i) With respect to the
Distribution
Date in
September 2006, the period commencing on the Closing Date and
ending on the day
immediately preceding
the Distribution Date in September 2006, and with respect
to any Distribution
Date after the
Distribution
Date in September
2006, the
period commencing on the Distribution Date in the month immediately preceding
the month in which such Distribution Date occurs and ending on the day
immediately preceding such Distribution Date.
Interest Distribution
Amount: For any
Distribution Date, the aggregate
of the amounts payable pursuant to Section 4.02(c)(i).
Interest Only Certificates: None.
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: Either
Loan Group I or Loan Group II.
Loan Group I: The
group of Mortgage Loans comprised of the Group I
Loans.
Loan Group II: The group of Mortgage Loans comprised of the Group II
Loans.
Margin: The Class
I-A-1 Margin,
Class II-A-1 Margin, Class II-A-2
Margin, Class M-1
Margin, Class M-2 Margin, Class M-3 Margin, Class M-4 Margin,
Class M-5 Margin,
Class M-6 Margin,
Class M-7 Margin,
Class M-8 Margin, Class
M-9 Margin or Class M-10 Margin, as applicable.
Marker Rate:
With respect to the Class SB Certificates or REMIC IV
Regular Interest
SB-IO and any
Distribution
Date, in relation to REMIC III
Regular Interests
LT1, LT2, LT3, LT4 and
LT-Y1, a per annum
rate equal to two
(2) times the weighted
average of the
Uncertificated
REMIC III Pass-Through
Rates for REMIC III Regular Interest LT2 and REMIC III Regular
Interest LT3.
25
<PAGE>
With respect to the Class SB Certificates or REMIC IV Regular
Interest SB-IO and
any Distribution Date, in relation to REMIC III Regular Interests
LT5, LT6, LT7,
LT8 and LT-Y2, a per
annum rate equal to two (2) times the weighted average of
the Uncertificated
REMIC III Pass-Through
Rates for REMIC III Regular Interest
LT6 and REMIC III Regular Interest LT7.
Maturity Date: August
25, 2036, 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 ( 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");
26
<PAGE>
(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.
Net Mortgage Rate:
With respect to any
Mortgage Loan as of any date of
determination, a per
annum rate equal to the Mortgage Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate.
Net Swap Payment:
With respect to each Distribution Date, the net
payment required
to be made
pursuant to the terms of the Swap
Agreement by
either the Swap
Counterparty or the
Supplemental
Interest Trust
Trustee, on
behalf of the Supplemental Interest Trust, which net payment shall
not take into
account any Swap Termination Payment.
Net WAC Cap Rate: For
any Distribution
Date and for the
Class I-A-1
Certificates and Class
I-A-2 Certificates,
the Group I Net WAC
Rate. For any
Distribution Date
and for the
Class II-A-1 Certificates and Class II-A-2
Certificates, the
Group II Net WAC Rate. For any Distribution Date and for the
Class M Certificates,
the weighted average
of the Group I Net WAC Rate and the
Group II Net WAC
Rate, weighted on the basis of the related Subordination
Component for each
Loan Group, multiplied
by a fraction the numerator of which
is 30 and the
denominator of which
is the actual number of days in the related
Interest Accrual Period for such Certificates, minus (ii) the product of (a)
a
fraction, expressed as a percentage, the numerator of which is the
amount of any
Net Swap Payments or
Swap Termination
Payment not due to a
Swap Counterparty
Trigger Event owed to the Swap Counterparty as of such Distribution
Date and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of such Distribution Date, and (b) a fraction expressed as a
percentage, the
numerator of which is 360 and the denominator of which is the
actual number of days in the related Interest Accrual Period.
27
<PAGE>
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:
With respect to the
Class SB Certificates or REMIC IV
Regular Interest SB-IO, immediately prior to any Distribution Date is
equal to
the aggregate of the Uncertificated Principal Balances of the REMIC
III Regular
Interests.
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),
(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: With respect to the Class of Class A
Certificates and
any Distribution
Date, a per annum rate equal to the
lesser of (i) LIBOR plus
the related Margin and
(ii) the related Net WAC Cap Rate. With respect to each
class of Class M Certificates and any Distribution Date, a per annum rate equal
to the least of (i) LIBOR plus the related Margin, (ii) the related Net WAC Cap
Rate and (iii) 14.00% per annum.
With respect to the Class SB Certificates or REMIC IV Regular Interest
SB-IO and any
Distribution Date,
a per annum rate equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the
amounts
calculated pursuant to
clauses (i) through (viii) below, and the denominator of
which is the aggregate principal balance of the REMIC III Regular
Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
REMIC IV Regular Interest SB-IO, the numerator is equal to the sum of the
following components:
28
<PAGE>
(i) the Uncertificated
Pass-Through
Rate for REMIC III
Regular
Interest LT1 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT1;
(ii) the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest LT2 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT2;
(iii) the Uncertificated Pass-Through Rate for REMIC III
Regular
Interest LT4 minus twice the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC III Regular
Interest LT4;
(iv) the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest LT5 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT5;
(v) the Uncertificated
Pass-Through
Rate for REMIC III
Regular
Interest LT6 minus the related Marker Rate, applied to a notional amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT6;
(vi) the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest LT8 minus twice the related Marker Rate, applied to a notional amount
equal to the Uncertificated Principal Balance of REMIC III Regular
Interest LT8;
(vii) the Uncertificated Pass-Through Rate for REMIC III
Regular
Interest LT-Y1 minus the related Marker Rate, applied to a notional
amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT-Y1; and
(viii) the Uncertificated Pass-Through Rate for REMIC III
Regular
Interest LT-Y2 minus the related Marker Rate, applied to a notional
amount equal
to the Uncertificated Principal Balance of REMIC III Regular
Interest LT-Y2.
Permanent Regulation S Global Offered Certificate: Any one of the Class
SB Certificates
substantially in the form of Exhibit Eleven-B hereto, and, in
both cases, more fully described in Section 5.02(g) hereof.
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 30% 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.
29
<PAGE>
Prepayment Charge
Loan: Any Mortgage Loan for which a Prepayment Charge
may be assessed and to which such Prepayment Charge the Class SB 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, as
adjusted to reflect any Net Swap Payments or Swap Termination Payments not due
to a Swap Counterparty
Trigger Event to the extent not covered by interest
payments received or advanced on the Mortgage Loans on 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 and the Group II Principal Distribution Amount,
Subsequent Recoveries
will be allocated to the Class I-A Certificates and Class
II-A Certificates,
pro rata, based on the
principal portion of unpaid Realized
Losses from prior
Distribution
Dates on the Group I
Loans and Group II Loans,
respectively, and (ii)
insufficient
Excess Cash Flow to cover all Realized
Losses on the Mortgage Loans described in clause (c) above,
in determining the
Group I Principal
Distribution Amount
and the Group II Principal Distribution
Amount, the Excess Cash Flow remaining after the allocation
described in
clause
(b) or (i)
above, as applicable, will be allocated to the Class I-A-1
Certificates and Class
II-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 and Group II Loans,
respectively.
Principal Distribution
Amount: With respect to any Distribution
Date,
the lesser of (a) the
excess of (x)
Available Distribution Amount plus for
inclusion in Excess Cash Flow for purposes of clauses (b)(v) and (b)(vi) below,
the amounts received by the Supplemental Interest Trust Trustee under the
Swap
Agreement for that Distribution Date over (y) the Interest
Distribution
Amount
and (b) the sum of:
(i) the principal
portion of each Monthly Payment received or Advanced
with respect to the related Due Period on each Outstanding Mortgage
Loan;
(ii) the Stated
Principal Balance
of any Mortgage Loan repurchased
during the related
Prepayment Period (or
deemed to have been so repurchased in
accordance with Section 3.07(b)) pursuant to Section 2.02,
2.03, 2.04 or 4.07
and the amount of any shortfall deposited in the Custodial Account
in connection
with the substitution
of a Deleted
Mortgage Loan pursuant to Section 2.03
or
2.04 during the prior calendar month;
(iii) 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;
30
<PAGE>
(iv) the lesser of (1) Subsequent Recoveries for such Distribution
Date
and (2) the principal
portion of any Realized Losses allocated to the Class A
Certificates or the
Class M Certificates on a prior Distribution Date and
remaining unpaid;
(v) the lesser of (1) the Excess Cash Flow for such Distribution Date
(to the extent not
used pursuant
to clause (iv) of this definition on such
Distribution Date) and (2) the principal portion of any Realized
Losses incurred
(or deemed to have been incurred) on any Mortgage
Loans in the calendar
month
preceding such
Distribution
Date
that are allocated to any Class of
Certificates; and
(vi) the lesser of (a) the Excess Cash Flow for such Distribution
Date,
to the extent not used
pursuant to clauses (iv) and (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 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.
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 I: The segregated pool of assets (exclusive of the Supplemental
Interest Trust Account, the Swap Agreement and the SB-AM
Swap Agreement),
with
respect to which a REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files;
31
<PAGE>
(ii) all payments
and collections in respect of the Mortgage
Loans due after the Cut-off Date (other than Monthly Payments due in the month
of the Cut-off Date) as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust
Fund;
(iii) property
which secured a
Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or deed in
lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount: The Available Distribution
Amount
increased by the
amount of any Net Swap
Payment described in clause (b)(z)
thereof.
REMIC I Distribution
Amount: For any Distribution Date, the REMIC I
Available Distribution Amount shall be distributed to REMIC II in
respect of the
REMIC I Regular
Interests and the Class R-I Certificates in the following
amounts and priority:
(a) to each of the REMIC I Regular Interests, pro rata, in an
amount equal to (A)
Uncertificated
Accrued Interest for such REMIC I
Regular
Interests for such
Distribution Date,
plus (B) any amounts
payable in respect
thereof remaining unpaid from previous Distribution Dates; and
(b) to the extent of amounts remaining after the distributions
made pursuant to clause (a) above, payments of principal shall be allocated as
follows:
(i) first,
to REMIC I
Regular Interests I and II, an
amount equal to
1/10,000 of such
principal payments for the Group I
Loans and the Group II Loans, respectively; provided that the
Uncertificated
Principal Balances of REMIC I Regular Interests I and II
shall not be reduced below zero;
(ii) second, any remainder sequentially to REMIC I Regular
Interests I-1-A and
I-1-B through the
REMIC I Regular
Interests with
numerical designations
equal to the number of
such Distribution
Date,
starting with the lowest numerical designation until the
Uncertificated
Principal Balance of
each such REMIC I Regular Interest is reduced to
zero, provided
that, for REMIC I Regular Interests with the same
numerical designation, such payments of principal shall be
allocated pro
rata between such REMIC I Regular Interests;
(iii) third, any remainder to REMIC I Regular Interest A-I
until the Uncertificated Principal Balance of such REMIC I Regular
Interest is reduced to zero;
(iv) fourth,
any remainder to the REMIC I Regular
Interests remaining outstanding after the foregoing distributions
(other
than REMIC I Regular
Interests I and II), starting with the lowest
numerical designation until the Uncertificated Principal Balance of
each
such REMIC I Regular
Interest is reduced to zero, provided that, for
REMIC I Regular
Interests with the
same numerical
designation,
such
payments of principal
shall be allocated pro
rata between such REMIC I
Regular Interests;
32
<PAGE>
(v) fifth, any
remainder to REMIC I
Regular Interests
I
and II, pro rata according to their respective Uncertificated Principal
Balances as reduced by the distributions deemed made pursuant to (i)
above, until their
respective
Uncertificated
Principal Balances are
reduced to zero; and
(c) to the extent of amounts remaining after the distributions
made pursuant to clauses (a) and (b) above, to the Class R-I
Certificates, such
remaining amount.
REMIC I Interests:
The REMIC I Regular Interests and the Class R-I
Certificates.
REMIC I Realized Losses: Realized Losses on the Mortgage
Loans shall be
allocated to the REMIC I Regular Interests as follows: The interest portion of
Realized Losses on the
Mortgage Loans 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 such Realized
Losses in excess of the amount allocated pursuant to the preceding sentence
shall be treated as a principal portion of Realized Losses not
attributable to
any specific Mortgage Loan and allocated pursuant to the succeeding
sentences.
An amount equal to 1/10,000 of the principal portion of Realized
Losses on Group
I Loans and Group II Loans shall be allocated first, on each
Distribution Date,
to REMIC I Regular Interests I and II, respectively, provided that the
Uncertificated
Principal Balances of
REMIC I Regular
Interests I and II shall
not be reduced below zero. Any remaining principal portion of
Realized Losses on
the Mortgage Loans shall be allocated first, on each Distribution
Date, to REMIC
I Regular Interest A-I until the Uncertificated Principal Balance of such
REMIC
I Regular Interest has
been reduced to zero,
and thereafter to REMIC I Regular
Interest I-1-A through REMIC I Regular Interest I-60-B, starting
with the lowest
numerical denomination until the Uncertificated Principal Balance of such
REMIC
I Regular Interest has been reduced to zero, provided that, for REMIC I
Regular
Interests with the same numerical denomination, such Realized Losses shall be
allocated pro rata between such REMIC I Regular Interests.
REMIC I Regular Interest. Any of the separate non-certificated
beneficial ownership
interests in REMIC I
issued hereunder and designated as a
"regular interest"
in REMIC I. Each
REMIC I Regular Interest shall accrue
interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and
conditions hereof,
in an aggregate
amount equal to its
initial
Uncertificated
Principal Balance
as set forth in the Preliminary Statement
hereto. The
designations for the
respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
REMIC I Regular Interest A-I: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
33
<PAGE>
REMIC I Regular
Interest I: A regular
interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC I Regular
Interest II: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the
REMIC I Regular Interests.
REMIC II Available
Distribution Amount:
For any Distribution Date, the
amount distributed from REMIC I to REMIC II on such Distribution
Date in respect
of the REMIC I Regular Interests.
REMIC II Distribution
Amount: For any
Distribution Date, the
REMIC II
Available Distribution
Amount shall be
distributed to REMIC
III in respect of
the REMIC II Regular
Interests and the Class R-II Certificates in the following
amounts and priority:
(a) to REMIC II Regular Interest LT-IO, in an amount equal to
(i)
Uncertificated Accrued
Interest for such REMIC II Regular
Interest for such
Distribution Date,
plus (ii) any amounts
in respect thereof
remaining unpaid
from previous Distribution Dates;
(b) to the extent
of the portion of the REMIC II Available
Distribution Amount
related to Loan
Group I remaining after payment of the
amounts pursuant to
paragraph (a) of this
definition of "REMIC II Distribution
Amount":
(i) first,
to REMIC II
Regular Interests Y-1 and Z-1,
concurrently, the
Uncertificated
Accrued Interest for such Regular
Interests remaining
unpaid from previous
Distribution Dates,
pro rata
according to their respective shares of such unpaid amounts;
(ii) second, to REMIC
II Regular Interests
Y-1 and Z-1,
concurrently, the
Uncertificated
Accrued Interest for such Regular
Interests for the current Distribution Date, pro rata according to
their
respective Uncertificated Accrued Interest; and
(iii) third, to REMIC
II Regular Interests
Y-1 and Z-1,
the REMIC II Regular Interest Y-1 Principal Distribution Amount and the
REMIC II Regular Interest Z-1 Principal Distribution Amount,
respectively.
(c) To the extent
of the portion of the REMIC II Available
Distribution Amount
related to Loan Group
II remaining
after payment of the
amounts pursuant to
paragraph (a) of this
definition of "REMIC II Distribution
Amount":
34
<PAGE>
(i) first,
to REMIC II
Regular Interests Y-2 and Z-2,
concurrently, the
Uncertificated
Accrued Interest for such Regular
Interests remaining
unpaid from previous
Distribution Dates,
pro rata
according to their respective shares of such unpaid amounts;
(ii) second, to REMIC
II Regular Interests
Y-2 and Z-2,
concurrently, the
Uncertificated
Accrued Interest for such Regular
Interests for the current Distribution Date, pro rata according to
their
respective Uncertificated Accrued Interest; and
(iii) third, to REMIC
II Regular Interests
Y-2 and Z-2,
the REMIC II Regular Interest Y-2 Principal Distribution Amount and the
REMIC II Regular Interest Z-2 Principal Distribution Amount,
respectively.
(d) To the extent of the REMIC II Available Distribution Amount for
such
Distribution Date
remaining after payment of the amounts pursuant to paragraphs
(a) through (c) of this definition of "REMIC II Distribution
Amount":
(i) first, to each of the REMIC II Regular Interests, pro
rata according to the amount of unreimbursed Realized Losses allocable
to principal
previously allocated
to each such Regular
Interest, the
aggregate amount
of any distributions to the Certificates as
reimbursement of such Realized Losses on such Distribution Date
pursuant
to clause (vii) in Section 4.02(c); provided, however, that any amounts
distributed pursuant
to this paragraph
(d)(i) of this
definition
of
"REMIC II Distribution Amount" shall not cause a reduction in the
Uncertificated
Principal Balances
of any of the REMIC II Regular
Interests; and
(ii) second, to the Class R-II Certificates, any remaining
amount.
REMIC II Net WAC Rate:
With respect to any
Distribution
Date, a per
annum rate
equal to the excess, if any, of the Uncertificated REMIC I
Pass-Through Rate for
REMIC I Regular Interest A-I over the weighted average of
(v) with respect to REMIC I Regular Interests ending with the designation
"B,"
the weighted average of the Uncertificated REMIC I Pass-Through Rates for
such
REMIC I Regular Interests, weighted on the basis of the
Uncertificated Principal
Balance of such REMIC I Regular Interests for each such
Distribution
Date, (w)
with respect
to REMIC I
Regular Interest A-I, the Uncertificated REMIC I
Pass-Through Rate for such REMIC I Regular Interest, (x) with
respect to REMIC I
Regular Interest I, the Uncertificated REMIC I Pass-Through Rate for such
REMIC
I Regular Interest,
(y) with respect to REMIC I Regular Interest II, the
Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular
Interest, and
(z) with respect to REMIC I Regular Interests ending with the designation
"A,"
for each Distribution
Date listed
below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted on
the basis of the
Uncertificated
Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
35
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
<S>
<C>
<C>
1
I-1-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
2
I-2-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
36
<PAGE>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-60-A 2 multiplied by Swap LIBOR,
subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
25
I-25-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
26
I-26-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
27
I-27-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A Uncertificated REMIC I
Pass-Through Rate
28
I-28-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
29
I-29-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
30
I-30-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
31
I-31-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
32
I-32-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
33
I-33-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
34
I-34-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
35
I-35-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate
of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
36
I-36-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
37
I-37-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
38
I-38-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
39
I-39-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
40
I-40-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
37
<PAGE>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
41
I-41-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
42
I-42-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
43
I-43-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
44
I-45-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
45
I-46-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
46
I-47-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
47
I-48-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
48
I-49-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
49
I-50-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
50
I-51-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
51
I-52-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
52
I-53-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-52-A
Uncertificated REMIC I Pass-Through Rate
53
I-54-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
54
I-55-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
55
I-56-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
56
I-57-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
57
I-58-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
58
I-59-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
59
1-60-A
2 multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
38
<PAGE>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
60
1-60-A
2 multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A
through I-60A
Uncertificated REMIC I Pass-Through Rate
</TABLE>
REMIC II Regular Interest. Any of the separate non-certificated
beneficial ownership
interests in REMIC II issued hereunder and designated as a
"regular interest"
in REMIC II. Each
REMIC II Regular
Interest shall
accrue
interest at the related Uncertificated REMIC II Pass-Through Rate
in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and
conditions hereof,
in an aggregate
amount equal to its
