EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of September 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2006-QA8
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
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PAGE
ARTICLE I
DEFINITIONS...............................................................8
Section 1.01.
Definitions.......................................................8
Section 1.02. Determination of
LIBOR...........................................45
Section 1.03. Use of Words and
Phrases.........................................46
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........48
Section 2.01. Conveyance of
Mortgage Loans.....................................48
Section 2.02. Acceptance by
Trustee............................................54
Section 2.03. Representations,
Warranties and Covenants of the Master
Servicer and the
Company.........................................55
Section 2.04. Representations
and Warranties of Sellers........................60
Section 2.05. Execution and
Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMICs......................60
Section 2.06. Conveyance of
Uncertificated REMIC Regular Interests;
Acceptance by the
Trustee........................................60
Section 2.07. Issuance of
Certificates Evidencing Interest in REMIC III........61
Section 2.08. Purposes and
Powers of the Trust.................................61
Section 2.09. Agreement
Regarding Ability to Disclose..........................61
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................62
Section 3.01 Master
Servicer to Act as Servicer...............................62
Section 3.02
Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations......................................................62
Section 3.03 Successor
Subservicers...........................................62
Section 3.04 Liability
of the Master Servicer.................................62
Section 3.05 No
Contractual Relationship Between Subservicer and
Trustee or
Certificateholders....................................62
Section 3.06 Assumption
or Termination of Subservicing Agreements by
Trustee..........................................................62
Section 3.07 Collection
of Certain Mortgage Loan Payments; Deposit to
Custodial
Account................................................62
Section 3.08
Subservicing Accounts; Subservicing
Accounts.....................64
Section 3.09 Access to
Certain Documentation and Information Regarding the
Mortgage
Loans...................................................64
Section 3.10 Permitted
Withdrawals from the Custodial Account.................64
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TABLE OF CONTENTS
(continued)
PAGE
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder
......................................................64
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.........................................................64
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................64
Section 3.14
Realization Upon Defaulted Mortgage
Loans........................64
Section 3.15 Trustee to
Cooperate; Release of Custodial Files.................64
Section 3.16 Servicing
and Other Compensation; Compensating Interest..........66
Section 3.17 Reports to
the Trustee and the Company...........................66
Section 3.18 Annual
Statement as to Compliance................................66
Section 3.19 Annual
Independent Public Accountants' Servicing Report..........66
Section 3.20 Rights of the Company in Respect
of the Master Servicer..........66
Section 3.21
Administration of Buydown
Funds..................................66
Section 3.22 Advance
Facility.................................................66
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................67
Section 4.01. Certificate
Account..............................................67
Section 4.02.
Distributions....................................................67
Section 4.03. Statements to
Certificateholders; Statements to the Rating
Agencies; Exchange Act
Reporting.................................73
Section 4.04. Distribution of
Reports to the Trustee and the Company;
Advances by the Master
Servicer..................................73
Section 4.05. Allocation of
Realized Losses....................................74
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property....76
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans....................76
Section 4.08. Surety
Bond......................................................76
Section 4.09. Swap
Agreement...................................................76
ARTICLE V
THE
CERTIFICATES.........................................................79
Section 5.01. The
Certificates.................................................79
Section 5.02. Registration of
Transfer and Exchange of Certificates............79
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates................84
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TABLE OF CONTENTS
(continued)
PAGE
Section 5.04. Persons Deemed
Owners............................................84
Section 5.05. Appointment of
Paying Agent......................................84
Section 5.06. U.S.A. Patriot
Act Compliance....................................84
ARTICLE VI
THE COMPANY AND
THE MASTER SERVICER......................................85
Section 6.01. Respective
Liabilities of the Company and Master Servicer........85
Section 6.02. Merger or
Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation of Duties by the Master
Servicer.........................................................85
Section 6.03. Limitation on
Liability of the Company, Master Servicer and
Others...........................................................85
Section 6.04. Company and
Master Servicer Not to Resign........................85
ARTICLE VII
DEFAULT..................................................................86
ARTICLE VIII CONCERNING
THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE...........87
Section 8.01 Duties of
the Trustee and Supplemental Interest Trust Trustee....87
Section 8.02
Certain
Matters Affecting the Trustee and Supplemental
Interest Trust
Trustee...........................................89
Section 8.03 Trustee
and Supplemental Interest Trust Trustee Not Liable
for Certificates or Mortgage
Loans...............................90
Section 8.04 Trustee
and Supplemental Interest Trust Trustee May Own
Certificates.....................................................91
Section 8.05 Master
Servicer to Pay Trustee's and Supplemental Interest
Trust Trustee's Fees and Expenses;
Indemnification...............91
Section 8.06
Eligibility Requirements for
Trustee.............................92
Section 8.07
Resignation and Removal of the Trustee and Supplemental
Interest Trust
Trustee...........................................92
Section 8.08 Successor
Trustee and Successor Supplemental Interest Trust
Trustee
.........................................................93
Section 8.09 Merger or
Consolidation of Trustee ..............................94
Section 8.10
Appointment of Co-Trustee or Separate
Trustee....................95
Section 8.11
Appointment of
Custodians........................................95
Section 8.12
Appointment of Office or Agency
.................................95
Section 8.13 Swap
Agreement ..................................................95
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<PAGE>
TABLE OF CONTENTS
(continued)
PAGE
ARTICLE IX
TERMINATION..............................................................96
Section 9.01. Optional
Purchase by the Master Servicer of All
Certificates; Termination Upon Purchase by the Master
Servicer or Liquidation of All Mortgage
Loans....................96
ARTICLE X
REMIC
PROVISIONS........................................................101
Section 10.01. REMIC
Administration............................................101
Section 10.02. Master Servicer; REMIC
Administrator and Trustee
Indemnification.................................................101
Section 10.03. Designation of
REMICs...........................................101
Section 10.04. Distributions on the
Uncertificated REMIC Regular Interests.....101
Section 10.05. Compliance with
Withholding Requirements........................101
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................103
Section 11.01.
Amendment.......................................................103
Section 11.02. Recordation of
Agreement; Counterparts..........................103
Section 11.03. Limitation on Rights
of Certificateholders......................103
Section 11.04. Governing
Law...................................................103
Section 11.05.
Notices.........................................................103
Section 11.06. Required Notices to
Rating Agency and Subservicer...............104
Section 11.07. Severability of
Provisions......................................104
Section 11.08. Supplemental
Provisions for Resecuritization....................104
Section 11.09. Allocation of Voting
Rights.....................................104
Section 11.10. No
Petition.....................................................105
ARTICLE XII
COMPLIANCE WITH REGULATION
AB...........................................106
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<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 Certificate
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<PAGE>
This is a Series
Supplement, dated as
of September 1, 2006 (the "Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of March 1, 2006 and attached as Exhibit Four hereto (the "Standard
Terms" and,
together with this Series Supplement, the "Pooling and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL ACCREDIT
LOANS, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master
servicer (together with its permitted successors and
assigns, the "Master
Servicer"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee 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.
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-1-A
Variable(1)
$11,517,785.370
I-2-A
Variable(1)
$11,179,591.815
I-3-A
Variable(1)
$10,851,323.330
I-4-A
Variable(1)
$10,532,688.735
I-5-A
Variable(1)
$10,223,405.455
1
<PAGE>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-6-A
Variable(1)
$9,923,199.130
I-7-A
Variable(1)
$9,631,803.500
I-8-A
Variable(1)
$9,348,960.090
I-9-A
Variable(1)
$9,074,417.995
I-10-A
Variable(1)
$8,807,933.705
I-11-A
Variable(1)
$8,549,270.805
I-12-A
Variable(1)
$8,298,199.850
I-13-A
Variable(1)
$8,054,498.100
I-14-A
Variable(1)
$7,817,949.375
I-15-A
Variable(1)
$7,588,343.790
I-16-A
Variable(1)
$7,365,477.665
I-17-A
Variable(1)
$7,149,153.260
I-18-A
Variable(1)
$6,939,178.660
I-19-A
Variable(1)
$6,735,367.540
I-20-A
Variable(1)
$6,537,539.090
I-21-A
Variable(1)
$6,345,517.755
I-22-A
Variable(1)
$6,159,133.165
I-23-A
Variable(1)
$5,978,219.920
I-24-A
Variable(1)
$5,802,617.505
I-25-A
Variable(1)
$5,632,170.070
I-26-A
Variable(1)
$5,466,726.370
I-27-A
Variable(1)
$5,306,139.575
I-28-A
Variable(1)
$5,150,267.185
I-29-A
Variable(1)
$4,998,970.855
I-30-A
Variable(1)
$4,852,116.305
I-31-A
Variable(1)
$4,709,573.205
I-32-A
Variable(1)
$4,571,215.035
I-33-A
Variable(1)
$4,436,919.000
I-34-A
Variable(1)
$4,306,561.590
I-35-A
Variable(1)
$4,181,443.610
I-36-A
Variable(1)
$4,058,623.395
I-37-A
Variable(1)
$3,939,344.880
I-38-A
Variable(1)
$3,823,569.335
I-39-A
Variable(1)
$3,711,193.925
I-40-A
Variable(1)
$3,602,118.870
I-41-A
Variable(1)
$3,496,247.290
I-42-A
Variable(1)
$3,393,485.150
I-43-A
Variable(1)
$3,293,741.190
I-44-A
Variable(1)
$3,196,926.795
I-45-A
Variable(1)
$3,102,956.005
I-46-A
Variable(1)
$3,011,745.315
I-47-A
Variable(1)
$2,923,213.725
I-48-A
Variable(1)
$2,837,282.590
I-49-A
Variable(1)
$2,753,875.550
I-50-A
Variable(1)
$2,672,918.540
I-51-A
Variable(1)
$2,594,339.610
I-52-A
Variable(1)
$2,518,068.965
I-53-A
Variable(1)
$2,444,038.830
I-54-A
Variable(1)
$2,372,183.435
I-55-A
Variable(1)
$2,302,438.930
I-56-A
Variable(1)
$2,234,743.345
I-57-A
Variable(1)
$2,169,036.525
I-58-A
Variable(1)
$2,105,260.080
2
<PAGE>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-59-A
Variable(1)
$2,048,471.595
I-60-A
Variable(1)
$67,370,497.725
I-1-B
Variable(1)
$11,517,785.370
I-2-B
Variable(1)
$11,179,591.815
I-3-B
Variable(1)
$10,851,323.330
I-4-B
Variable(1)
$10,532,688.735
I-5-B
Variable(1)
$10,223,405.455
I-6-B
Variable(1)
$9,923,199.130
I-7-B
Variable(1)
$9,631,803.500
I-8-B
Variable(1)
$9,348,960.090
I-9-B
Variable(1)
$9,074,417.995
I-10-B
Variable(1)
$8,807,933.705
I-11-B
Variable(1)
$8,549,270.805
I-12-B
Variable(1)
$8,298,199.850
I-13-B
Variable(1)
$8,054,498.100
I-14-B
Variable(1)
$7,817,949.375
I-15-B
Variable(1)
$7,588,343.790
I-16-B
Variable(1)
$7,365,477.665
I-17-B
Variable(1)
$7,149,153.260
I-18-B
Variable(1)
$6,939,178.660
I-19-B
Variable(1)
$6,735,367.540
I-20-B
Variable(1)
$6,537,539.090
I-21-B
Variable(1)
$6,345,517.755
I-22-B
Variable(1)
$6,159,133.165
I-23-B
Variable(1)
$5,978,219.920
I-24-B
Variable(1)
$5,802,617.505
I-25-B
Variable(1)
$5,632,170.070
I-26-B
Variable(1)
$5,466,726.370
I-27-B
Variable(1)
$5,306,139.575
I-28-B
Variable(1)
$5,150,267.185
I-29-B
Variable(1)
$4,998,970.855
I-30-B
Variable(1)
$4,852,116.305
I-31-B
Variable(1)
$4,709,573.205
I-32-B
Variable(1)
$4,571,215.035
I-33-B
Variable(1)
$4,436,919.000
I-34-B
Variable(1)
$4,306,561.590
I-35-B
Variable(1)
$4,181,443.610
I-36-B
Variable(1)
$4,058,623.395
I-37-B
Variable(1)
$3,939,344.880
I-38-B
Variable(1)
$3,823,569.335
I-39-B
Variable(1)
$3,711,193.925
I-40-B
Variable(1)
$3,602,118.870
I-41-B
Variable(1)
$3,496,247.290
I-42-B
Variable(1)
$3,393,485.150
I-43-B
Variable(1)
$3,293,741.190
I-44-B
Variable(1)
$3,196,926.795
I-45-B
Variable(1)
$3,102,956.005
I-46-B
Variable(1)
$3,011,745.315
I-47-B
Variable(1)
$2,923,213.725
I-48-B
Variable(1)
$2,837,282.590
I-49-B
Variable(1)
$2,753,875.550
I-50-B
Variable(1)
$2,672,918.540
I-51-B
Variable(1)
$2,594,339.610
3
<PAGE>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-52-B
Variable(1)
$2,518,068.965
I-53-B
Variable(1)
$2,444,038.830
I-54-B
Variable(1)
$2,372,183.435
I-55-B
Variable(1)
$2,302,438.930
I-56-B
Variable(1)
$2,234,743.345
I-57-B
Variable(1)
$2,169,036.525
I-58-B
Variable(1)
$2,105,260.080
I-59-B
Variable(1)
$2,048,471.595
I-60-B
Variable(1)
$67,370,497.725
A-I
Variable(1)
$16,255,075.180
_____________________
(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
LT1
Variable(1)
$800,124,146.02
LT2
Variable(1)
$29,121.86
LT3
Variable(1)
$50,903.65
LT4
Variable(1)
$50,903.65
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 elect to treat the
segregated pool of
assets consisting
of the REMIC II
Regular Interests
as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as REMIC III. 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, 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 III and REMIC III Regular Interests SB-IO,
SB-PO and IO (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. REMIC III Regular Interests SB-IO, SB-PO and IO will not be
certificated.
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
CERTIFICATE
PASS-THRU
PRINCIPAL
MATURITY
MOODY'S
MINIMUM
DESIGNATION TYPE
RATE
BALANCE
FEATURES
DATE
/S&P
DENOMINATION
<S>
<C>
<C>
<C>
<C>
<C>
<C>
<C>
Class A-1 Regular(1)
Adjustable $215,014,000.00
Senior
September 25, 2036 Aaa / AAA $100,000.00
Rate(2)(3)
Adjustable Rate
Class A-2 Regular(1)
Adjustable $484,943,000.00
Senior/Super
Senior
September 25, 2036 Aaa / AAA $100,000.00
Rate(2)(3)
Adjustable Rate
Class A-3 Regular(1)
Adjustable
$53,883,000.00
Senior/Senior Support
September 25, 2036 Aaa / AAA $100,000.00
Rate(2)(3)
Adjustable Rate
Class M-1 Regular(1)
Adjustable
$12,404,000.00
Mezzanine/
September 25, 2036 Aa1 / AA+ $100,000.00
Rate(2)(3)
Adjustable Rate
Class M-2 Regular(1)
Adjustable
$6,402,000.00 Mezzanine/
September 25, 2036 Aa2 / AA $100,000.00
Rate(2)(3)
Adjustable Rate
Class M-3 Regular(1)
Adjustable
$4,001,000.00 Mezzanine/
September 25, 2036 Aa3 / AA- $100,000.00
Rate(2)(3)
Adjustable Rate
Class M-4 Regular(1)
Adjustable
$3,201,000.00 Mezzanine/
September 25, 2036 A1 / A+
$250,000.00
Rate(2)(3)
Adjustable Rate
Class M-5 Regular(1)
Adjustable
$2,801,000.00 Mezzanine/
September 25, 2036 A2 / A
$250,000.00
Rate(2)(3)
Adjustable Rate
Class M-6 Regular(1)
Adjustable
$2,801,000.00 Mezzanine/
September 25, 2036 A3 / A-
$250,000.00
Rate(2)(3)
Adjustable Rate
Class M-7 Regular(1)
Adjustable
$2,801,000.00 Mezzanine/
September 25, 2036 Baa1 / BBB+
$250,000.00
Rate(2)(3)
Adjustable Rate
Class M-8 Regular(1)
Adjustable
$2,801,000.00 Mezzanine/
September 25, 2036 Baa2 / BBB
$250,000.00
Rate(2)(3)
Adjustable Rate
Class M-9 Regular(1)
Adjustable
$4,001,000.00 Mezzanine/
September 25, 2036 Baa3 / BBB-
$250,000.00
Rate(2)(3)
Adjustable Rate
SB-IO
Regular(4) (4)
N/A
Subordinate/Interest September 25, 2036
N/R
N/A
Only
SB-PO
Regular(5) N/A
$5,202,075.18 Subordinate/Principal
Septembe 25, 2036
N/R
N/A
Only
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
</TABLE>
(1) This Class of
Certificates
represents
ownership of a REMIC III 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 III 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 III
Regular Interest on such Distribution Date shall be treated for federal
income
tax purposes as having been paid from the Supplemental Interest Trust Account
and any amount
distributable
on such REMIC III Regular Interest on such
Distribution Date in
excess of the amount distributable on such Class of
Certificates on such
Distribution Date
shall be treated as having been paid to
the Supplemental Interest Trust Account, all pursuant to and as
further provided
in Section 4.09 hereof.
5
<PAGE>
(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 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 III Regular Interests are entitled
and from amounts received under the Swap Agreement, which will not be a part of
their ownership of the REMIC III Regular Interests.
(4) REMIC III 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 III Regular Interest SB-PO shall have no entitlement to
interest, and
shall be entitled
to distributions of principal subject to the terms and
conditions
hereof, in
aggregate
amount
equal
to the initial
Overcollateralization Amount pursuant to the terms and conditions
hereof.
(6) For federal income tax purposes, REMIC III Regular Interest IO
will not have
a Pass Through Rate, but will be entitled to 100% of the amounts
distributed on
REMIC II Regular Interest LT-IO.
(7) For federal income tax purposes, REMIC III Regular Interest IO
will not have
an Uncertificated
Principal Balance,
but will have a
notional amount equal to
the Uncertificated Notional Amount of REMIC II Regular Interest
LT-IO.
REMIC IV
As provided herein, the REMIC Administrator will make an
election
to treat the segregated pool of assets consisting of REMIC III
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 IV. The Class R-X
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-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 IV
designated REMIC
IV Regular Interest SB
and REMIC IV Regular
Interest 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 the REMIC
IV
Regular Interests shall be the Maturity Date.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THRU
PRINCIPAL
MATURITY
DESIGNATION
TYPE RATE
BALANCE
FEATURES DATE
Class SB-1(1) Regular(1)
(1)
N/A
Subordinate
September
25, 2036
Class SB-2(1) Regular(1)
(1)
N/A
Subordinate
September
25, 2036
(1) The Class SB-1
Certificates and SB-2
Certificates will
accrue interest as
described
in the definition of
Accrued Certificate
Interest. Each of the
Class
SB-1 Certificates and Class SB-2 Certificates do not have a
Certificate Principal Balance.
REMIC IV 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 IV 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 III Regular
Interests SB-IO and SB-PO. REMIC IV 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 III 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 IV Regular Interests.
6
<PAGE>
The Mortgage
Loans have an
aggregate Cut-off
Date Principal Balance
equal to $800,255,075.18. 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
Mortgage Loans during the prior calendar
month to the extent not covered by Compensating Interest pursuant to Section
3.16, by Relief Act
Shortfalls
on the Mortgage Loans during the related Due
Period. All such reductions with respect to the Mortgage Loans will
be allocated
among the Class A
Certificates and Class
M Certificates
in proportion to
the
amount of Accrued
Certificate Interest
payable on such
Certificates
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.
Affected Party: As
defined in the Swap Agreement.
8
<PAGE>
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
Shortfall:
With respect to each Class of the Class A
Certificates and Class M Certificates, and any Distribution Date,
the sum of (a)
with respect to any
Distribution Date on
which the Net WAC Cap Rate is used to
determine the Pass-Through Rate of such Class, an amount
equal to the excess of
(x) Accrued
Certificate Interest
for such Class calculated at a per annum rate
equal to LIBOR plus the related Margin for such Distribution Date (but, with
respect to any class of Class M Certificates, not more than 14.00% per
annum),
over (y) Accrued
Certificate Interest
for such Class
calculated using the Net
WAC Cap Rate, (b) any shortfalls for such Class calculated pursuant to clause
(a) above remaining
unpaid from prior
Distribution Dates,
and (c) interest on
the amount in clause
(b) from the
Distribution Date on
which such amount
was
incurred at a per annum rate equal to the related Pass-Through
Rate.
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-QA8" 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
9
<PAGE>
occurred in connection with Realized Losses which were previously
allocated to
such Certificate
(or any predecessor Certificate) pursuant to Section 4.05;
provided, that with
respect to any Distribution Date, the Certificate Principal
Balance of the Class A Certificates and Class M Certificates
will be increased,
in each case to the extent Realized Losses were previously
allocated thereto and
remain unreimbursed,
in the following order
of priority: first to
the Class 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 and Class M-9
Certificates,
in
that order, but only to the extent of Subsequent Recoveries received during the
preceding calendar month.
Certificate Policy:
None.
Class A Certificate:
Any one of the Class
A-1, Class A-2 or
Class A-3
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
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in
REMIC III for purposes of the REMIC Provisions, (ii) the
right to receive
payments under the Swap Agreement and SB-AM Swap Agreement and
(iii) the right to receive Basis Risk Shortfalls.
Class A Principal
Distribution Amount: With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event
is in effect for that Distribution Date, the Principal
Distribution Amount
for that Distribution Date or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the lesser
of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)
the excess, if any,
of (A) the
aggregate Certificate Principal
Balance of
the Class A Certificates immediately prior to that
Distribution Date
over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and
(2) the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class A-1 Certificate: The Class 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 A-1 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.190% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.380% per
annum.
Class A-2 Certificate: The Class 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.
10
<PAGE>
Class A-2 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.180% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.360% per
annum.
Class A-3 Certificate: The Class A-3 Certificates, executed by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed to the Standard Terms as Exhibit A.
Class A-3 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.240% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.480% per
annum.
Class A-P Certificates: None.
Class B Certificates:
None.
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 and Class M-9
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 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 III 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,
0.300% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.450% per
annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (i)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
the Class A Principal
Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i) the remaining
Principal Distribution
Amount for that
Distribution
Date after distribution of the Class A Principal Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of
the Class A
Certificates (after
taking into account
the
payment of the Class A Principal Distribution Amount for that
Distribution Date)
and (2) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to
that Distribution
Date over (B) the lesser of (x) the
11
<PAGE>
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
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 III 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,
0.320% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.480% per
annum.
Class M-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 SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized Losses
as set forth
in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to
receive payments under the Swap Agreement and SB-AM Swap Agreement
and (iii) the
right to receive Basis Risk Shortfalls.
12
<PAGE>
Class M-3 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
0.340% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.510% 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 SB Certificates and Class R Certificates with
respect to
distributions and the
allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular
interest"
in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to
receive
payments under the
Swap Agreement and
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,
0.390% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.585% per
annum.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (i)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
13
<PAGE>
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 SB Certificates and Class R Certificates with respect to
distributions and the
allocation
of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC
III for purposes of
the REMIC Provisions,
(ii) the right to
receive payments
under the Swap Agreement and 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,
0.410% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 0.615% per
annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (i)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution
Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount
and Class M-4 Principal Distribution Amount or (ii) on or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining
Principal Distribution
Amount for that
Distribution
Date after distribution of the Class A Principal Distribution Amount, Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount
and Class M-4
Principal
Distribution
Amount; and
14
<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 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 SB Certificates and Class R Certificates with respect to
distributions and
the allocation of
Realized Losses as set
forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular interest" in REMIC III for purposes of
the REMIC Provisions, (ii) the right to receive payments under the Swap
Agreement and 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,
0.480% 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
(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
15
<PAGE>
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 SB
Certificates and Class
R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest designated
as a "regular interest" in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under
the Swap Agreement
and 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,
0.850% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 1.275% per
annum.
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date (i)
prior to the Stepdown
Date or on or after
the Stepdown
Date if a Trigger Event is in effect for that Distribution Date, the remaining
Principal Distribution
Amount for that
Distribution Date after distribution of
the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution
Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution
Amount and Class M-6
Principal Distribution
Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date, the lesser of:
(i) the remaining
Principal Distribution
Amount for that
Distribution
Date after distribution of the Class A Principal Distribution Amount, Class M-1
Principal Distribution
Amount, Class M-2
Principal Distribution
Amount, Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal
Distribution Amount
and Class M-6
Principal
Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of
the Class A, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates (after taking into account the
payment of
the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution
Amount, Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution
Amount and Class M-6
Principal Distribution
Amount for
that Distribution
Date) and (2) the Certificate Principal Balance of the Class
M-7 Certificates immediately prior to that Distribution Date over
(B) the lesser
of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions to be made on that Distribution Date and (y) the excess, if
any,
of the aggregate
Stated Principal
Balance of the
Mortgage Loans after
giving
effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
16
<PAGE>
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 SB
Certificates
and Class R
Certificates with
respect to
distributions and the
allocation of
Realized Losses as set
forth in Section 4.05,
and evidencing
(i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
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.
Class M-9 Certificate:
Any one of the Class M-9 Certificates executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, senior to the Class SB
Certificates and
Class
R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii)
the right to receive
payments under the Swap Agreement and SB-AM Swap Agreement
and (iii) the right to receive Basis Risk Shortfalls.
17
<PAGE>
Class M-9 Margin: With
respect to any
Distribution
Date prior to the
second Distribution
Date after the first
possible Optional
Termination Date,
1.850% 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.
Class R Certificate:
Any one of the Class R-I, Class R-II, Class R-III
or Class R-X Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed to the
Standard Terms as Exhibit D and
evidencing
an interest
designated as a
"residual interest" in REMIC I for purposes of the REMIC
Provisions.
18
<PAGE>
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-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 IV 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 IV 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:
September 28, 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-QA8.
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 Balance:
$800,255,075.18.
Cut-off Date:
September 1, 2006.
Defaulting Party: As defined in the Swap Agreement.
Definitive Certificate: Any definitive, fully registered
Certificate.
19
<PAGE>
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.
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.
Index: With respect to
any Mortgage Loan and as to any Adjustment Date
therefor, the related index as stated in the related Mortgage
Note.
20
<PAGE>
Initial Subordinate Class Percentage: Not applicable.
Interest Accrual Period: (i) With respect to the
Distribution
Date in
October 2006,
the period
commencing on the
Closing Date and ending on the day
immediately preceding the Distribution Date in October 2006, and
with respect to
any Distribution Date
after the Distribution
Date in October 2006,
the period
commencing on the Distribution Date in the month immediately
preceding the month
in which such
Distribution
Date occurs and ending on the day 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.
Margin: The Class A Margin, Class M-1 Margin, Class M-2 Margin, Class
M-3 Margin, Class M-4
Margin, Class M-5
Margin, Class M-6 Margin, Class M-7
Margin, Class M-8 Margin or Class M-9 Margin, as applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC III
Regular Interest SB-IO
and any Distribution
Date, in relation to
the REMIC II
Regular Interests
LT1, LT2, LT3, and LT4, a per annum rate equal to
two (2)
times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for
REMIC II Regular Interest LT2 and REMIC II Regular Interest
LT3.
Maturity Date: September 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.
21
<PAGE>
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");
(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.
22
<PAGE>
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: With
respect to any
Distribution
Date, a per annum
rate equal to (i) the product of (a) the weighted average of the Net Mortgage
Rates (or, if applicable, the Modified Net Mortgage Rates) on the
Mortgage Loans
using the Net Mortgage
Rates in effect
for the Monthly Payments due on the
Mortgage Loans
during the
related Due Period, weighted on the basis of the
respective Stated Principal Balances thereof for such Distribution
Date, and (b)
a fraction the
numerator of which is 30 and the
denominator
of which is the
actual number of days
in the related
Interest Accrual
Period minus (ii) the
product of (a) a fraction expressed as a percentage,
the numerator of which
is
the amount of any Net Swap Payments or Swap Termination Payment not due to a
Swap Counterparty
Trigger Event owed to the Swap Counterparty as of such
Distribution Date and the denominator of which is the aggregate
Stated Principal
Balance of the Mortgage Loans for such Distribution Date, and (b) a fraction
expressed as
percentage, the
numerator of which is 360 and the denominator of
which is the actual number of days in the related Interest Accrual
Period.
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 any
Distribution
Date and the Class
SB-1 Certificates
and the Class SB-2 Certificates, 51.29% and 48.71%,
respectively, of the
Stated Principal Balance of the Mortgage Loans immediately
prior to such Distribution Date. For REMIC purposes,
with respect to the
Class
SB Certificates or the REMIC III Regular Interest SB-IO, immediately prior to
any Distribution Date, the aggregate of the Uncertificated
Principal Balances of
the REMIC II Regular Interests.
23
<PAGE>
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 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
0.35% and
the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of
(a) Excess
Cash Flow for that
Distribution
Date (to the
extent not used to cover the amounts described in clauses (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 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 Net WAC Cap Rate and
(iii)
14.00% per annum.
With respect to the Class SB Certificates or REMIC III Regular
Interest
SB-IO and any
Distribution Date,
a per annum rate equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the
amounts
calculated pursuant to
clauses (i) through (iii) below, and the denominator of
which is the aggregate principal balance of the REMIC II Regular
Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
REMIC III Regular
Interest SB-IO, the numerator is equal to the sum of the
following components:
(i) the Uncertificated
Pass-Through Rate for
REMIC II Regular Interest
LT1 minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC II
Regular Interest
LT2 minus the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT2;
and
24
<PAGE>
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular
Interest
LT4 minus twice the
Marker Rate,
applied to a
notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest
LT4.
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.
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 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;
(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;
25
<PAGE>
(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.
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;
(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;
26
<PAGE>
(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 REMIC I Regular
Interest A-I and REMIC I Regular Interest
I-1-A through I-60-B, pro rata, in an amount equal to (A)
Uncertificated Accrued
Interest for such REMIC I Regular Interests for such Distribution
Date, plus (B)
any amounts
payable in respect thereof remaining unpaid from previous
Distribution Dates; and
(b) to the extent of amounts remaining after the distributions
made pursuant to clause (a) above, payments of principal shall be allocated as
follows: first, to
REMIC I Regular Interests I-1-A through I-60-B starting with
the lowest numerical denomination until the Uncertificated
Principal Balance
of
each such REMIC I Regular Interest is reduced to zero, provided that, for REMIC
I Regular Interests
with the same
numerical denomination, such payments of
principal shall be allocated pro rata between such REMIC I Regular
Interests and
second, to the extent of any Overcollateralization Reduction Amount to REMIC I
Regular Interest A-I until the Uncertificated Principal Balance of such REMIC
I
Regular Interest is reduced to zero.
REMIC I Interests:
The REMIC I Regular Interests and the Class R-I
Certificates.
REMIC I Realized Losses: All Realized Losses on the Mortgage Loans
shall
be allocated first, on each Distribution Date, to REMIC I Regular Interest
A-I
until such REMIC I Regular Interest has been reduced to zero.
Second, Realized
Losses shall be
allocated to REMIC I Regular Interest I-1-A through REMIC I
Regular Interest I-60-B, starting with the lowest numerical
denomination until
such REMIC I Regular Interest has been reduced to zero, provided
that, for REMIC
I Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular
Interests.
REMIC I Regular Interest. Any of the separate non-certificated
beneficial ownership
interests in REMIC I
issued hereunder and designated as a
"regular interest"
in REMIC I. Each
REMIC I Regular Interest shall accrue
interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and
conditions hereof,
in an aggregate
amount equal to its
initial
Uncertificated
Principal Balance
as set forth in the Preliminary Statement
hereto. The
designations for the
respective REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
27
<PAGE>
REMIC I Regular Interest A-I: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the
REMIC I Regular Interests.
REMIC II Available
Distribution Amount:
For any Distribution Date, the
amount distributed from REMIC I to REMIC II on such Distribution
Date in respect
of the REMIC I Regular Interests.
REMIC II Distribution
Amount: For any
Distribution Date, the
REMIC II
Available Distribution
Amount shall be
distributed to REMIC
III in respect of
the REMIC II Regular
Interests and 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 amounts remaining after the distributions
made pursuant to clause (a) above, to REMIC II Regular Interests LT1, LT2, LT3
and LT4, pro rata,
in an amount equal to (i) their Uncertificated Accrued
Interest for such
Distribution Date,
plus (ii) any amounts
in respect thereof
remaining unpaid from previous Distribution Dates; and
(c) to the extent of amounts remaining after the distributions
made pursuant to clauses (a) and (b) above:
(i) to REMIC II
Regular Interests LT2, LT3 and LT4,
their respective Principal Distribution Amounts;
(ii) to REMIC II
Regular Interest LT1 any remainder
until the Uncertificated Principal Balance thereof is reduced
to
zero;
(iii) any remainder to REMIC II Regular Interests LT2,
LT3 and LT4, pro rata according to their respective
Uncertificated Principal Balances as reduced by the
distributions deemed
made pursuant
to (i) above,
until their
respective
Uncertificated
Principal Balances
are reduced to
zero; and
(d) to the extent of amounts remaining after the distributions
made pursuant to clauses (a) through (c) above:
(i) first, to each of
the REMIC II Regular
Interests,
pro rata according to the amount of unreimbursed Realized
Losses
allocable to principal
previously allocated
to each such REMIC
II Regular Interest,
the aggregate amount
of any distributions
to the Certificates as
reimbursement of such Realized Losses on
such Distribution
Date pursuant to clause (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
28
<PAGE>
(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 weighted average of (x) with respect to
REMIC I Regular
Interests ending
with the designation "B," the weighted average of the
Uncertificated REMIC I
Pass-Through Rates for
such REMIC I Regular
Interests,
weighted on the basis of the Uncertificated Principal Balance of such REMIC I
Regular Interests for each such Distribution Date, (y) with respect to REMIC
I
Regular Interest A-I,
the Uncertificated
REMIC I Pass-Through Rate for such
REMIC I Regular
Interest, and (z) with
respect to REMIC I Regular Interests
ending with the designation "A," for each Distribution Date listed below, the
weighted average
of the rates listed below for each such REMIC I Regular
Interest listed below,
weighted on the basis
of the Uncertificated
Principal
Balance of each such REMIC I Regular Interest for each such
Distribution Date:
<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
29
<PAGE>
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-60-A 2 multiplied by Swap
LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-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
30
<PAGE>
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
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-44-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate of Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
45
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
46
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
47
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
48
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
49
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
50
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
51
I-51-A through I-60-A 2
multiplied by Swap LIBOR, subject to a maximum
rate
of Uncertificated REMIC I Pass-Through Rate
31
<PAGE>
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
52
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
53
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
54
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
55
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
56
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
57
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
58
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
59
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
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-60-A
Uncertificated REMIC I Pass-Through Rate
</TABLE>
REMIC II Principal
Reduction Amounts:
For any Distribution
Date, the
amounts by which the principal balances of the REMIC II Regular
Interests LT1,
LT2, LT3 and LT4,
respectively will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal,
determined as
follows:
For purposes of the succeeding formulas the following symbols shall
have
the meanings set forth below:
Y1= the
principal balance of the REMIC II Regular
Interest LT1
after distributions on the prior Distribution Date.
Y2= the
principal balance of the REMIC II Regular
Interest LT2
after distributions on the prior Distribution Date.
Y3= the
principal balance of the REMIC II Regular
Interest LT3
after distributions on the prior Distribution Date.
Y4= the
principal balance of the REMIC II Regular
Interest LT4
after distributions on
the prior Distribution
Date (note: Y3 =
Y4).
32
<PAGE>
(DELTA)Y1 = the
REMIC II Regular Interest LT1 Principal Reduction
Amount.
(DELTA)Y2 = the
REMIC II Regular Interest LT2 Principal Reduction
Amount.
(DELTA)Y3 = the
REMIC II Regular Interest LT3 Principal Reduction
Amount.
(DELTA)Y4 = the
REMIC II Regular Interest LT4 Principal Reduction
Amount.
P0 =
the aggregate
principal balance of
REMIC II Regular Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation of
Realized Losses on the
prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular
Interests LT1,
LT2, LT3 and LT4 after distributions and the
allocation of
Realized Losses to be made on such
Distribution
Date.
(DELTA)P = P0 - P1 = the aggregate of the REMIC II Regular Interests
LT1, LT2, LT3 and LT4 Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to
be
allocated to, and the principal distributions to be made on,
the
Certificates on such Distribution Date (including distributions
of accrued and unpaid interest on the Class SB Certificates for
prior Distribution Dates).
R0 =
the REMIC II Net WAC
Rate (stated
as a monthly
rate) after
giving effect
to amounts distributed and Realized Losses
allocated on the prior Distribution Date.
R1 =
the REMIC II Net WAC
Rate (stated
as a monthly
rate) after
giving effect to amounts to be distributed and Realized Losses
to
be allocated on such Distribution Date.
(alpha) = (Y2 + Y3)/P0. The initial value of (alpha) on the Closing
Date
for use on the first Distribution Date shall be 0.0001.
(gamma)0 = the lesser
of (A) the sum for all
Classes of
Certificates
other than the Class SB Certificates and Class IO Certificates
of
the product for each Class of (i) the monthly interest rate (as
limited by the REMIC
II Net WAC Rate, if
applicable)
for such
Class applicable
for distributions to be made on such
Distribution Date and
(ii) the aggregate
Certificate
Principal
Balance for such Class after distributions and the allocation
of
Realized Losses on the prior Distribution Date and (B) R0*P0.
(gamma)1 = the lesser
of (A) the sum for all
Classes of
Certificates
other than the Class SB Certificates and Class IO Certificates
of
the product for each Class of (i) the monthly interest rate (as
limited by the REMIC
II Net WAC Rate, if
applicable)
for such
Class applicable
for distributions to be made on the next
succeeding
Distribution Date and (ii) the aggregate Certificate
Principal Balance
for such Class
after distributions and the
allocation of
Realized Losses to be made on such
Distribution
Date and (B) R1*P1.
33
<PAGE>
Then, based on
the foregoing
definitions:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = ((alpha)/2){((gamma)0R1 - (gamma)1R0)/R0R1};
(DELTA)Y3 = ((alpha)(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are
non-negative
numbers.
Otherwise:
(1)
If (DELTA)Y2, as so
determined,
is negative,
then
(DELTA)Y2 = 0
(DELTA)Y3 =
(alpha){(gamma)1R0P0 -
(gamma)0R1P1}/{(gamma)1R0};
(DELTA)Y4 =
(DELTA)Y3;
and
(DELTA)Y1 =
(DELTA)P -
(DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2) If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = (alpha){(gamma)0R1P1 - (gamma)1R0P0}/{2R1R0P1 -
(gamma)1R0};
(DELTA)Y4 =
(DELTA)Y3;
and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II Realized Losses: Realized Losses on the Mortgage Loans
shall be
allocated to the REMIC II Regular Interests as follows.
The interest portion
of
Realized Losses on the Mortgage Loans, if any, shall be allocated
among REMIC II
Regular Interests LT1, LT2 and LT4, 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.
The principal portion
of Realized Losses with respect to
Mortgage Loans shall be allocated to the REMIC II Regular
Interests as
follows:
first, to REMIC II
Regular Interests LT2,
LT3 and LT4, pro-rata
according to
their respective REMIC II Principal Reduction Amounts to the extent thereof
in
reduction of the
Uncertificated
Principal Balance of such REMIC II Regular
Interests and, second, the remainder, if any, of such principal portion
of such
Realized Losses shall be allocated to REMIC II Regular Interest LT1
in reduction
of the Uncertificated Principal Balance thereof.
34
<PAGE>
REMIC II Regular
Interests: REMIC II
Regular Interest
LT1, REMIC II
Regular Interest LT2,
REMIC II Regular
Interest LT3, REMIC II Regular Interest
LT4 and REMIC II Regular Interest LT-IO.
REMIC II Regular
Interest LT1: A
regular interest in
REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest
at the related
Uncertificated REMIC
II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular
Interest LT1 Principal
Distribution Amount:
For any
Distribution Date,
the excess,
if any, of the REMIC
II Regular Interest
LT1
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT1 on such Distribution
Date.
REMIC II Regular
Interest LT2: A
regular interest in
REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest
at the related
Uncertificated REMIC
II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular
Interest LT2 Principal
Distribution Amount:
For any
Distribution Date,
the excess,
if any, of the REMIC
II Regular Interest
LT2
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT2 on such Distribution
Date.
REMIC II Regular
Interest LT3: A
regular interest in
REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest
at the related
Uncertificated REMIC
II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular
Interest LT3 Principal
Distribution
Amount: For any
Distribution Date,
the excess,
if any, of the REMIC
II Regular Interest
LT3
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT3 on such Distribution
Date.
REMIC II Regular
Interest LT4: A
regular interest in
REMIC II that is
held as an asset of REMIC III, that has an initial principal balance equal to
the related Uncertificated Principal Balance, that bears interest
at the related
Uncertificated REMIC
II Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II Regular
Interest LT4 Principal
Distribution Amount:
For any
Distribution Date,
the excess,
if any, of the REMIC
II Regular Interest
LT4
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC II Regular Interest LT4 on such Distribution
Date.
REMIC II Regular
Interest LT-IO: A regular interest in REMIC II that is
held as an asset of REMIC III, that has no initial principal
balance, that bears
interest at the
related Uncertificated REMIC II Pass-Through Rate on its
Uncertificated
Notional Amount, and
that has such other terms as are described
herein.
35
<PAGE>
REMIC III: The segregated pool of assets subject hereto,
constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the
REMIC II Regular Interests.
REMIC III Available
Distribution Amount: For any Distribution Date, the
amount distributed
from REMIC II to REMIC III on such Distribution Date in
respect of the REMIC II Regular Interests.
REMIC III Distribution
Amount: For any Distribution Date, the REMIC III
Available Distribution
Amount shall be deemed distributed to the Class A
Certificates and
Class M Certificates in respect of the portion of such
Certificates
representing ownership
of REMIC III Regular Interests, REMIC III
Regular Interests
SB-IO, SB-PO and IO
and the Class R- III Certificates in the
following amounts and priority:
(i) to REMIC IV in respect of REMIC III Regular Interest IO, the amount
distributable with
respect to such REMIC
III Regular Interest
as described in
the Preliminary
Statement,
being paid from and in
reduction of the REMIC
III
Available Distribution Amount for such Distribution Date;
(ii) to the Class A Certificateholders, the Accrued Certificate
Interest
payable on the Class A Certificates with respect to such
Distribution Date, plus
any related amounts
accrued pursuant to this clause (i) but
remaining unpaid
from any prior
Distribution Date, being paid from and in reduction of the
REMIC
III Available Distribution Amount for such Distribution Date;
(iii) to the Class M Certificateholders, from the amount, if any,
of the
Available Distribution
Amount remaining after the foregoing distributions,
Accrued Certificate Interest payable on the Class M Certificates
with respect to
such Distribution Date, plus any related amounts accrued pursuant
to this clause
(ii) but remaining unpaid from any prior Distribution Date,
sequentially, to the
Class M-1 Certificateholders,
Class
M-2 Certificateholders,
Class
M-3
Certificateholders,
Class M-4 Certificateholders, Class M-5 Certificateholders,
Class M-6 Certificateholders,
Class
M-7 Certificateholders,
Class
M-8
Certificateholders and Class M-9 Certificateholders, in that order, being paid
from and in reduction of the REMIC III Available Distribution Amount for such
Distribution Date;
(iv) the Principal
Distribution Amount shall be distributed as follows,
to be applied to reduce the principal balance of the REMIC III Regular
Interest
related to the
applicable
Certificates
in each case to the extent of the
remaining Principal Distribution Amount:
(A) first, the Class
A-Principal
Distribution
Amount shall be
distributed to the Class A-1 Certificateholders,
Class
A-2
Certificateholders and Class A-3 Certificateholders, on a pro rata basis in
accordance
with their respective
Certificate Principal
Balances, in each
case until
the Certificate
Principal Balance thereof has been reduced to
zero;
(B) second, to the
Class M-1
Certificateholders,
the Class M-1
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-1 Certificates has been reduced to zero;
36
<PAGE>
(C) third,
to the Class M-2
Certificateholders,
the Class M-2
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-2 Certificates has been reduced to zero;
(D) fourth, to the
Class M-3
Certificateholders,
the Class M-3
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-3 Certificates has been reduced to zero;
(E) fifth,
to the Class M-4
Certificateholders,
the Class M-4
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-4 Certificates has been reduced to zero;
(F) sixth,
to the Class M-5
Certificateholders,
the Class M-5
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-5 Certificates has been reduced to zero;
(G) seventh, to the Class M-6 Certificateholders, the Class M-6
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-6 Certificates has been reduced to zero;
(H) eighth, to the
Class M-7
Certificateholders,
the Class M-7
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-7 Certificates has been reduced to zero;
(I) ninth,
to the Class M-8
Certificateholders,
the Class M-8
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-8 Certificates has been reduced to zero; and
(J) tenth,
to the Class M-9
Certificateholders,
the Class M-9
Principal
Distribution Amount,
until the Certificate
Principal Balance
of
the Class
M-9 Certificates has been reduced to zero; and
(v) to the Class A Certificateholders and Class M Certificateholders,
the amount of any
Prepayment Interest
Shortfalls
allocated thereto for such
Distribution Date, on a pro rata basis based on Prepayment
Interest Shortfalls
allocated thereto
to the extent not offset by Eligible Master Servicing
Compensation on such Distribution Date;
(vi) to the Class A Certificateholders and Class M Certificateholders,
the amount of any Prepayment Interest Shortfalls previously allocated thereto
remaining unpaid from prior Distribution Dates together with
interest thereon at
the related Pass Through Rate, on a pro rata basis based on
unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii) to REMIC IV in respect of REMIC III Regular Interests SB-IO and
SB-PO, (A) from the
amount, if any, of the REMIC III
Available Distribution
Amount remaining
after the foregoing distributions, the sum of (I) Accrued
Certificate Interest
on the Class SB Certificates, (II) the amount of any
Overcollateralization
Reduction Amount for such Distribution Date and (III) for
any Distribution Date
after the Certificate
Principal Balance of each Class of
Class A Certificates
and Class M
Certificates
has been reduced to
zero, the
Overcollateralization
Amount and (B) from prepayment charges on deposit in the
Certificate Account,
any prepayment charges received on the Mortgage
Loans
during the related Prepayment Period; and
37
<PAGE>
(viii) to the Class R-III Certificateholders, the balance, if any, of
the REMIC III Available Distribution Amount.
REMIC III Regular Interest SB-PO: A separate uncertificated beneficial
ownership interest in
REMIC III issued
hereunder and
designated as a
Regular
Interest in REMIC III, held as an asset of REMIC IV. REMIC III
Regular Interest
SB-PO shall
have no entitlement to interest, and shall be entitled to
distributions of
principal subject to the terms and conditions hereof, in
aggregate amount equal to the initial Overcollateralization Amount as
set forth
in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate uncertificated beneficial
ownership interest in
REMIC III issued
hereunder and
designated as a
Regular
Interest in REMIC III, held as an asset of REMIC IV. REMIC III
Regular Interest
SB-IO shall
have no entitlement to principal, and shall be entitled to
distributions of
interest subject to the terms and conditions hereof, in
aggregate amount equal to the interest distributable with respect to the Class
SB Certificates pursuant to the terms and conditions hereof.
REMIC III Regular
Interest IO: A separate uncertificated beneficial
ownership interest in
REMIC III issued
hereunder and
designated as a
Regular
Interest in REMIC III, held as an asset of REMIC IV. REMIC III
Regular Interest
IO shall have no entitlement to principal, and shall be entitled to
distributions of
interest subject to the terms and conditions hereof, in
aggregate amount equal
to the interest
distributable with
respect to REMIC II
Regular Interest LT-IO.
REMIC III Regular
Interests: REMIC III
Regular Interests SB-IO, SB-PO
and IO, together with the Class A Certificates and Class M Certificates
exclusive of their
respective
rights to receive the payment of Basis Risk
Shortfalls and other
amounts pursuant to
the Swap Agreement and the SB-AM Swap
Agreement.
REMIC IV: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made,
consisting
of
REMIC III Regular Interests SB-IO, SB-PO and IO.
REMIC IV Available
Distribution Amount:
For any Distribution Date, the
amounts deemed
distributed from REMIC III to REMIC IV on such Distribution
Date
in respect of REMIC III Regular Interests SB-IO, SB-PO and IO pursuant to the
definition of REMIC III Distribution Amount.
REMIC IV Distribution
Amount: For any
Distribution Date, the
REMIC IV
Available Distribution
Amount shall be deemed
distributed
by REMIC IV to the
holders of the Class SB Certificates on account of REMIC IV Regular
Interest SB
and to the
Supplemental Interest
Trust Account on
account of REMIC IV Regular
Interest IO.
REMIC IV Regular Interests. Either of the separate beneficial
ownership
interests in REMIC IV issued hereunder and designated as a "regular
interest" in
REMIC IV. The REMIC IV Regular Interests shall be entitled to
distributions of
interest and principal, subject to the terms and conditions hereof,
as set forth
in the Preliminary Statement hereto.
38
<PAGE>
Required
Overcollateralization Amount: With respect to any Distribution
Date (i) prior to the Stepdown Date, an amount equal to 0.65% of the
aggregate
Stated Principal
Balance of the
Mortgage Loans as of the Cut-off Date; (ii) on
or after the
Stepdown Date, the greater of (x) 1.30% of the outstanding
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions made on
that Distribution Date and (y) the Overcollateralization
Floor; and (iii) on or
after the Stepdown Date if a Trigger Event is in effect,
the Required
Overcollateralization Amount for the immediately preceding
Distribution Date; provided that the Required Overcollateralization Amount may
be reduced so long as written confirmation is obtained from each rating
agency
that the reduction will not reduce the ratings assigned to the Class A
Certificates and Class
M Certificates by that
rating agency below the lower of
the then-current ratings or the ratings assigned to those
certificates as of the
closing date by that rating agency.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect
from
time to time.
Rule 144A Global Offered Certificate: Any one of the Class SB-1
Certificates
substantially in the form of Exhibit Eleven-A hereto, and, in
both
cases, more fully described in Section 5.02(g) hereof.
SB-AM Swap Agreement:
The interest rate swap agreement between the
Trustee, on
behalf
of the Class A Certificateholders
and Class M
Certificateholders, and the Trustee, on behalf of the Class SB
Certificateholders,
evidenced by the
confirmation attached
hereto as Exhibit
Five and incorporated herein by reference.
Senior Certificate:
Any one of the Class A Certificates.
Senior
Enhancement
Percentage:
With respect to any
Distribution Date,
the percentage obtained by dividing (x) the sum of (i) the
aggregate Certificate
Principal Balance of the Class M Certificates and (ii) the
Overcollateralization
Amount, in each case
prior to the
distribution of the
Principal
Distribution
Amount on such Distribution Date, by (y) the aggregated Stated
Principal Balance
of the Mortgage Loans
after giving effect to
distributions to be
made on that
Distribution Date.
Sharia Mortgage
Loan: A declining
balance co-ownership transaction,
structured so as to comply with Islamic religious law.
Sharia Mortgage Loan Co-Ownership Agreement: The agreement that defines
the relationship
between the consumer and co-owner and the parties' respective
rights under a Sharia
Mortgage Loan,
including their
respective
rights with
respect to the indicia of ownership of the related Mortgaged
Property.
Sharia Mortgage
Loan Security Instrument: The mortgage, security
instrument or other comparable instrument creating a first lien
on an estate in
fee simple or leasehold interest in real property securing an
Obligation to Pay.
39
<PAGE>
Sixty-Plus Delinquency Percentage: With respect to any Distribution
Date
on or after the Stepdown date, the arithmetic average, for each of the three
consecutive
Distribution Dates
ending with such Distribution Date, of the
fraction, expressed as a percentage, equal to (x) the aggregate
Stated Principal
Balance of the Mortgage Loans that are 60 or more days delinquent in payment of
principal and interest for that Distribution Date, including Mortgage Loans in
foreclosure, and REO
Properties over (y) the aggregate Stated Principal Balance
of all of the Mortgage Loans immediately preceding that
Distribution Date.
Stated Principal
Balance: With respect
to any Mortgage Loan or related
REO Property, as of
any date of
determination, (i) the
sum of (a) the Cut-off
Date Principal
Balance of the
Mortgage Loan plus (b) any amount by which
the
Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a
Servicing
Modification, minus
(ii) the sum of (a) the principal portion of the
Monthly Payments due
with respect to such Mortgage Loan or REO Property during
each Due Period ending with the Due Period relating to the most recent
Distribution Date
which were received or
with respect to which
an Advance was
made, (b) all
Principal Prepayments
with respect to such
Mortgage Loan or REO
Property, and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to
the extent
applied by the Master Servicer as recoveries of principal in
accordance with Section 3.14 with respect to such Mortgage Loan or
REO Property,
in each case which were distributed pursuant to Section 4.02 on any previous
Distribution Date,
and (c) any
Realized &nbs
