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-QS13
ARTICLE I
DEFINITIONS................................................................................3
Section
1.01
Definitions...........................................................................3
Section
1.02
Use of Words and
Phrases.............................................................27
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................29
Section
2.01
Conveyance of Mortgage
Loans.........................................................29
Section
2.02
Acceptance by
Trustee................................................................35
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the
Company..............................................................................36
Section
2.04
Representations and Warranties of Sellers.(See Section 2.04 of the
Standard
Terms)...............................................................................41
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates
Evidencing Interests in REMIC I and REMIC
II.........................................41
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated
REMIC II Regular Interests; Acceptance by the
Trustee................................41
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC
III............................42
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms)...........42
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................43
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................46
Section
4.01
Certificate
Account..................................................................46
Section
4.02
Distributions........................................................................46
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange
Act Reporting. (See Section 4.03 of the Standard
Terms)..............................56
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer. (See Section 4.04 of the Standard
Terms)...................................56
Section
4.05
Allocation of Realized
Losses........................................................56
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged
Property........................57
Section
4.07
Optional Purchase of Defaulted Mortgage
Loans........................................57
Section
4.08
Surety Bond. (See Section 4.08 of the Standard
Terms)................................57
ARTICLE V
THE
CERTIFICATES..........................................................................58
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER........................................................59
Section
6.01
Respective Liabilities of the Company and Master
Servicer.............................59
Section
6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of
Rights and Delegation of Duties by the Master
Servicer................................59
Section
6.03
Limitation on Liability of the Company, Master Servicer and
Others....................59
Section
6.04
Company and Master Servicer Not to
Resign.............................................59
ARTICLE VII
DEFAULT....................................................................................60
ARTICLE VIII
CONCERNING THE
TRUSTEE.....................................................................61
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL
CERTIFICATES.......................................63
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..................63
Section
9.02
Additional Termination
Requirements...................................................66
Section
9.03
Termination of Multiple
REMICs........................................................66
ARTICLE X
REMIC
PROVISIONS...........................................................................67
Section
10.01
REMIC
Administration..................................................................67
Section
10.02
Master Servicer; REMIC Administrator and Trustee
Indemnification......................67
Section
10.03
Designation of
REMICs.................................................................67
Section
10.04
Distributions on the Uncertificated REMIC I Regular Interests,
Uncertificated
REMIC II Regular Interests and Uncertificated REMIC III Regular
Interests Z...........67
Section
10.05
Compliance with Withholding
Requirements..............................................70
ARTICLE XI
MISCELLANEOUS
PROVISIONS...................................................................71
Section
11.01
Amendment.............................................................................71
Section
11.02
Recordation of Agreement;
Counterparts...............................................71
Section
11.03
Limitation on Rights of
Certificateholders............................................71
Section
11.04
Governing
Law.........................................................................71
Section
11.05
Notices...............................................................................71
Section
11.06
Required Notices to Rating Agency and
Subservicer.....................................72
Section
11.07
Severability of Provisions. (See Section 11.07 of the Standard
Terms).................72
Section
11.08
Supplemental Provisions for
Resecuritization..........................................72
Section
11.09
Allocation of Voting
Rights...........................................................72
Section
11.010
No
Petition............................................................................72
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of March 1, 2006
Exhibit Five:
Planned Principal Balances for Class I-A-6 Certificates
This is a Series
Supplement,
dated as of September 1, 2006 (the
“Series
Supplement”),
to the Standard
Terms of Pooling
and
Servicing
Agreement,
dated as of March 1, 2006 and
attached
as Exhibit
Four hereto (the
“Standard Terms” and, together with this Series
Supplement,
the “Pooling and Servicing Agreement” or
“Agreement”),
among RESIDENTIAL
ACCREDIT LOANS,
INC., as the company (together with its permitted
successors and assigns,
the
“Company”),
RESIDENTIAL
FUNDING
CORPORATION,
as master
servicer
(together
with its permitted
successors and
assigns,
the
“Master
Servicer”),
and
DEUTSCHE
BANK TRUST
COMPANY
AMERICAS,
as Trustee
(together
with its
permitted successors and assigns, the “Trustee”).
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
“Certificates”),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the
Mortgage
Loans
(as
defined
herein).
As
provided
herein,
the
REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
described in the definition of
Trust Fund, and subject to this Agreement
(including the Mortgage
Loans),
exclusive of amounts on deposit in the
Initial
Monthly
Payment Fund, as three real estate
mortgage
investment
conduits
(each, a “REMIC”) for federal
income tax purposes.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising
the interests in the Trust Fund created hereunder.
Aggregate Initial
Pass-Through
Certificate Principal
Maturity
Fitch/
Minimum
Designation
Rate
Balance
Features(1)
Date
Moody’s/S&P
Denominations(2)
------------------------------------------------------------------------------------------------------------------------------------------------
I-A-1
Adjustable
$166,039,000.00
Senior/Floater/Adjustable Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(3)
I-A-2
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/Adjustable Rate
I-A-3
6.00%
$29,887,000.00
Senior/Super Senior/Lockout/Fixed
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate
I-A-4
6.00%
$3,321,000.00
Senior/Senior Support/Lockout/Fixed
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate
I-A-5
6.00%
$53,348,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-6
6.00%
$77,359,000.00
Senior/PAC/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-7
6.00%
$43,235,000.00
Senior/Companion/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-8
6.00%
$58,285,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-9
6.00%
$38,339,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-10
6.00%
$19,338,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-11
6.00%
$8,966,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
II-A-1
5.75%
$100,045,000.00
Senior/Fixed Rate
September 25, 2021
AAA/Aaa/AAA
$25,000.00
I-A-P
0.00%
$1,830,325.50
Senior/Principal Only
September 25, 2036
AAA/Aaa/AAA
$25,000.00
I-A-V
Variable
$0.00(6)
Senior/Interest Only/
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Variable Rate
II-A-P
0.00%
$879,871.78
Senior/Principal Only
September 25, 2021
AAA/Aaa/AAA
$25,000.00
II-A-V
Variable
$0.00(6)
Senior/Interest Only/
September 25, 2021
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Variable Rate
R-I
6.50%
$100.00
Senior/Residual/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
(7)
R-II
5.75%
$50.00
Senior/Residual/Fixed Rate
September 25, 2021
AAA/Aaa/AAA
(7)
R-III
5.75%
$50.00
Senior/Residual/Fixed Rate
September 25, 2021
AAA/Aaa/AAA
(7)
I-M-1
6.50%
$20,138,500.00
Mezzanine/Fixed Rate
September 25, 2036
AA/NA/NA
$25,000.00
I-M-2
6.50%
$5,638,500.00
Mezzanine/Fixed Rate
September 25, 2036
A/NA/NA
$250,000.00
I-M-3
6.50%
$4,296,000.00
Mezzanine/Fixed Rate
September 25, 2036
BBB/NA/NA
$250,000.00
5.75%
$1,925,000.00
013fIMezzanine/Fixed Rate
September 25, 2021
AA/NA/NA
$25,000.00
II-M-2
5.75%
$416,200.00
Mezzanine/Fixed Rate
September 25, 2021
A/NA/NA
$250,000.00
II-M-3
5.75%
$260,100.00
Mezzanine/Fixed Rate
September 25, 2021
BBB/NA/NA
$250,000.00
I-B-1
6.50%
$2,685,000.00
Subordinate/Fixed Rate
September 25, 2036
BB/NA/NA
$250,000.00
I-B-2
6.50%
$2,148,000.00
Subordinate/Fixed Rate
September 25, 2036
B/NA/NA
$250,000.00
I-B-3
6.50%
$2,148,050.26
Subordinate/Fixed Rate
September 25, 2036
NA/NA/NA
$250,000.00
II-B-1
5.75%
$208,100.00
Subordinate/Fixed Rate
September 25, 2021
BB/NA/NA
$250,000.00
II-B-2
5.75%
$156,000.00
Subordinate/Fixed Rate
September 25, 2021
B/NA/NA
$250,000.00
II-B-3
5.75%
$156,192.10
Subordinate/Fixed Rate
September 25, 2021
NA/NA/NA
$250,000.00
(1) The Certificates,
other than the Class B and Class R Certificates,
shall be Book-Entry Certificates.
The Class B and Class R Certificates
shall be delivered to the holders thereof in physical form.
(2) The Certificates,
other than the Class R Certificates, shall be issuable in minimum
dollar denominations as indicated above (by Certificate
Principal
Balance or Notional
Amount,
as applicable)
and integral
multiples of $1 (or $1,000 in the case of the Class I-A-P,
Class II-A-P,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2
and Class II-B-3 Certificates) in excess thereof,
except that one Certificate
of any of the Class I-A-P,
Class II-A-P,
Class I-B-3,
Class II-B-1 and Class II-B-3
Certificates
that contain an uneven
multiple of $1,000
shall be issued in a
denomination
equal to the sum of the related
minimum
denomination
set forth above (or in the case of the Class II-B-1,
Class
II-B-2 and Class II-B-3
Certificates
in minimum
original
denominations
equal to the initial
Certificate
Principal
Balance of such
Certificate) and such uneven multiple for such Class or the sum of
such denomination and an integral multiple of $1,000.
(3)
Adjustable Rates
Initial
Formula:
Maximum
Minimum
Class I-A-1
5.67%
LIBOR + 0.34%
7.50%
0.34%
Class I-A-2
1.83%
7.16% - LIBOR
7.16%
0.00%
(4) The Class I-A-2 Certificates do not have a certificate
principal
balance.
For the purpose of calculating
interest payments,
interest on
the Class I-A-2
Certificates
will accrue on a notional
amount
equal to the
certificate
principal
balance of the Class I-A-1
Certificates
immediately prior to the related distribution date.
(5) The initial
Pass-Through Rate on the Class I-A-V Certificates is 0.4983% and
the initial Pass-Through Rate on the Class II-A-V Certificates
is 0.5383%.
(6) The Class I-A-V
Certificates and Class II-A-V
Certificates each do not have a principal balance.
For the purpose of calculating
interest
payments, interest will accrue on a notional amount equal to, in
the case of Class I-A-V Certificate,
the aggregate stated principal balance of
the mortgage loans in Loan Group I, and in the case of Class II-A-V
Certificate,
the aggregate stated principal
balance of the mortgage loans
in Loan Group II.
(7) Each class of the Class R Certificates
shall be issuable in minimum
denominations
of not less than a 20% Percentage
Interest;
provided,
however,
that one Class R
Certificate
of each Class will be issuable
to
Residential
Funding as “tax
matters
person”
pursuant to Section
10.01(c) and (e) in a minimum denomination representing a
Percentage Interest of not less than 0.01%.
The Group I Loans have an
aggregate
principal
balance as of the Cut-off
Date of
$537,001,475.76.
The
Group II Loans have an aggregate principal balance as of the
Cut-off Date of $104,046,563.88.
In consideration
of the mutual
agreements
herein
contained,
the Company,
the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires,
shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With respect to each
Distribution
Date,
as to any Class or Subclass of
Certificates
(other than any Principal Only
Certificates),
interest
accrued during the related Interest Accrual
Period
at the
related
Pass-Through
Rate
on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior to such Distribution
Date.
Accrued
Certificate
Interest will be calculated on the basis of a
360-day
year,
consisting
of twelve
30-day
months.
In each case Accrued
Certificate
Interest on any Class or
Subclass of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest
Shortfalls
on all Mortgage
Loans in the related Loan Group (to the extent
not
offset by the Master
Servicer
with a payment
of
Compensating
Interest
as
provided
in
Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the Modified Net Mortgage
Rate in
the case of a Modified
Mortgage
Loan)) of Realized
Losses on all Mortgage Loans in the related
Loan Group
(including
Excess
Special
Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses
and
Extraordinary
Losses)
not
allocated
solely to one or more
specific
Classes
of
Certificates pursuant to Section 4.05,
(iii)
the interest
portion of Advances that were (A)
previously
made with respect to a Mortgage Loan
or REO Property on the
Mortgage
Loans in the related Loan Group,
which
remained
unreimbursed
following the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property and (B)
made with respect to
delinquencies
that were ultimately
determined to be Excess Special Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses or Extraordinary
Losses on the Mortgage
Loans in the related Loan Group and were not
allocated
solely to one or more
specific
Classes
of Certificates pursuant to Section 4.05, and
(iv)
any other interest
shortfalls not covered by the
subordination
provided by the related Class M
Certificates
and related Class B Certificates,
including
interest that is not collectible from
the
Mortgagor
pursuant
to
the
Servicemembers
Civil
Relief
Act,
as
amended,
or
similar
legislation or regulations as in effect from time to time, all
allocated as described below.
The Class I-A
Percentage
of these
reductions
with
respect
to the Group I Loans
will be
allocated
among the
Holders of the Group I Senior Certificates,
other than the Class I-A-P Certificates,
in proportion to the amounts
of Accrued
Certificate
Interest that would have been payable to those Certificates from
the Group I Loans on that
Distribution
Date absent such
reductions.
The Class II-A
Percentage
of these
reductions
with
respect to the
Group II Loans
will be
allocated
among the
Holders
of the Group II Senior
Certificates,
other than the Class
II-A-P
Certificates,
in proportion to the amounts of Accrued Certificate Interest that
would have been payable to
those
Certificates
from the Group II Loans on that
Distribution
Date absent such
reductions.
The remainder of
these
reductions will be allocated
among the Holders of the related Class M Certificates
and the related Class B
Certificates in proportion to the respective amounts of Accrued
Certificate
Interest that would have been payable
on that Distribution
Date absent these
reductions.
In the case of each class of Class M Certificates and Class B
Certificates,
Accrued
Certificate
Interest
on that
class
will be
further
reduced
by the
interest
portion
(adjusted
to the Net
Mortgage
Rate) of
Realized
Losses
that are
allocated
solely
to such
Class of Class M
Certificates or such Class of Class B in Certificates pursuant to
Section 4.05.
Adjustable Rate Certificates:
Any of the Class I-A-1 Certificates and Class I-A-2 Certificates.
Assignment
Agreement and Amendment of Security
Instrument:
With respect to a Sharia Mortgage Loan, the
agreement between the consumer and the co-owner
pursuant to which all of the co-owner’s
interest as a beneficiary
under the related Sharia
Mortgage Loan Security
Instrument and the co-owner’s
interest in the related
Mortgaged
Property
is
conveyed
to a
subsequent
owner,
which
may
take
the form of an
“Assignment
Agreement”
and an
“Amendment
of
Security
Instrument”
or an
“Assignment
Agreement
and
Amendment
of Security
Instrument”,
as
applicable.
Available
Distribution
Amount:
As to any Distribution
Date and each Loan Group, an amount equal to (a)
the sum of (i) the amount
relating to the Mortgage
Loans on deposit in the
Custodial
Account as of the close of
business on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial
Account in connection
with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on the
immediately
preceding
Certificate
Account
Deposit
Date,
(iii) any
amount
deposited in the
Certificate
Account on the related
Certificate
Account
Deposit
Date
pursuant to the
second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the Certificate
Account
pursuant to Section
4.07,
(v) any amount that the Master
Servicer is not
permitted
to withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant to Section
3.16(e),
(vi) any amount received by the Trustee pursuant to the Surety
Bond in respect of such
Distribution
Date,
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
(w) aggregate
Foreclosure Profits,
(x) the Amount Held for Future
Distribution,
and (y) amounts permitted to be
withdrawn by the Master
Servicer from the Custodial
Account in respect of the Mortgage
Loans in the related Loan
Group pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy
Amount:
With
respect
to Loan
Group I, as of any date of
determination
prior to the first
anniversary
of the Cut-off
Date,
an amount equal to the excess,
if any, of (A) $192,409
over (B) the aggregate
amount
of
Bankruptcy
Losses
allocated
solely
to one or more
specific
Classes
of
Group I
Certificates
in
accordance
with
Section
4.05 of this
Series
Supplement.
With
respect
to Loan
Group
II,
as of any date of
determination
prior to the first
anniversary
of the Cut-off Date, an amount equal to the excess,
if any, of (A)
$100,000 over (B) the aggregate
amount of Bankruptcy
Losses
allocated
solely to one or more specific Classes of
Group II Certificates in accordance
with Section 4.05 of this Series
Supplement.
With respect to any Loan Group,
as of any date of
determination
on or after the first
anniversary
of the Cut-off
Date,
an amount equal to the
excess, if any, of
(1) the lesser of (a) the related
Bankruptcy
Amount
calculated
as of the close of business on
the Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding with
or preceding
such date of
determination
(or, if such date of
determination
is an
anniversary
of the
Cut-off Date, the Business Day
immediately
preceding such date of
determination)
(for purposes of this
definition, the “Relevant Anniversary”) and (b) the
greatest of:
(A)
(i) if the aggregate
principal
balance of the Non-Primary
Residence Loans in
the related Loan Group as of the Relevant
Anniversary
is less than 10% of the Stated
Principal
Balance of the Mortgage
Loans in the related Loan Group as of the Relevant
Anniversary,
$0.00,
or (ii) if the aggregate
principal
balance of the
Non-Primary
Residence
Loans in the related
Loan
Group
as of the
Relevant
Anniversary
is
equal to or
greater
than
10% of the
Stated
Principal
Balance
of
the
Mortgage
Loans
in
the
related
Loan
Group
as of
the
Relevant
Anniversary,
the sum of (I) the aggregate
principal balance of the Non-Primary
Residence Loans
in the
related
Loan Group with a
Loan-to-Value
Ratio of greater
than 80.00% but less than or
equal to 90.00%
(other than
Additional
Collateral
Loans),
times
0.25%,
(II) the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans
in
the
related
Loan
Group
with a
Loan-to-Value
Ratio of
greater
than
90.00%
but less
than or equal
to
95.00%
(other
than
Additional
Collateral
Loans),
times 0.50%,
and (III) the aggregate
principal
balance of the
Non-Primary
Residence
Loans in the
related
Loan Group with a
Loan-to-Value
Ratio of greater
than
95.00%
(other
than
Additional
Collateral
Loans)
times
0.75%,
in each case as of the
Relevant Anniversary;
(B)
the
greater
of (i)
the
product
of
(x)
an
amount
equal
to the
largest
difference in the related
Monthly
Payment for any
Non-Primary
Residence Loan remaining in the
related Loan Group (other than Additional
Collateral Loans) which had an original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate
thereof
was equal to the
weighted
average
(based on the
principal
balance of the
Mortgage
Loans in the related
Loan
Group as of the
Relevant
Anniversary)
of the Net Mortgage
Rates of all Mortgage
Loans in the
related Loan Group as of the
Relevant
Anniversary
less 1.25% per annum,
(y) a number equal to
the weighted average remaining term to maturity,
in months,
of all Non-Primary
Residence Loans
remaining
in the
related
Loan
Group
as of the
Relevant
Anniversary,
and (z) one
plus the
quotient of the number of all
Non-Primary
Residence
Loans
remaining in the related Loan Group
divided by the total
number of
Outstanding
Mortgage
Loans in the related Loan Group as of the
Relevant Anniversary, and (ii) $50,000; and
(C)
the
greater of (i) 0.0006
times the
aggregate
principal
balance of all the
Mortgage Loans in the related Loan Group as of the Relevant
Anniversary
having a
Loan-to-Value
Ratio
(other
than
Additional
Collateral
Loans) at
origination
which
exceeds
75% and (ii)
$100,000,
over (2) the
aggregate
amount of
related
Bankruptcy
Losses
allocated
solely to one or more
specific
Classes of Group I Certificates
or Group II
Certificates,
as applicable,
in accordance
with
Section 4.05 since the Relevant Anniversary.
The related
Bankruptcy Amount may be further reduced by the Master Servicer
(including
accelerating the
manner in which such coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall
(i) obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating assigned
to any Class of
Certificates
by such
Rating
Agency
below the lower of the
then-current
rating or the
rating
assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide a copy of such
written confirmation to the Trustee.
Capitalization
Reimbursement
Amount:
As to any Distribution
Date and Loan Group the amount of Advances
or Servicing
Advances
that were added to the Stated
Principal
Balance of the Mortgage
Loans in such Loan Group
during
the prior
calendar
month
and
reimbursed
to the
Master
Servicer
or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section
3.10(a)(vii),
plus the
related
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any
prior
Distribution
Date
and
reimbursed
to the
Master
Servicer
or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount:
As to any Distribution Date and Loan Group, the amount,
if any, by which the amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of
the
Mortgage
Loans in such Loan
Group
during the
preceding
calendar
month
exceeds
the amount of
principal
payments on the Mortgage Loans included in the Available
Distribution
Amount for that Loan Group and Distribution
Date.
Certificate:
Any Class I-A-1,
Class I-A-2,
Class I-A-3,
Class I-A-4,
Class I-A-5,
Class I-A-6, Class
I-A-7,
Class I-A-8,
Class I-A-9,
Class
I-A-10,
Class I-A-11,
Class I-A-P,
Class I-A-V,
Class II-A-1,
Class
II-A-P,
Class II-A-V,
Class R-I, Class R-II, Class R-III,
Class I-M-1,
Class I-M-2,
Class I-M-3, Class II-M-1,
Class II-M-2,
Class II-M-3,
Class I-B-1, Class I-B-2,
Class I-B-3,
Class II-B-1,
Class II-B-2 and Class II-B-3
Certificates.
Certificate
Account:
The separate
account or accounts
created and maintained
pursuant to Section 4.01
of the Standard Terms,
which shall be entitled “Deutsche Bank Trust Company
Americas,
as trustee,
in trust for
the registered
holders of Residential
Accredit Loans,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-QS13” and which must be an Eligible Account.
Certificate
Group:
With
respect
to (i) Loan
Group I, the
Group I
Senior,
Class
I-M and
Class I-B
Certificates; and (ii) Loan Group II, the Group II Senior, Class
II-M and Class II-B Certificates.
Certificate Policy:
None.
Certificate
Principal
Balance:
With
respect
to
each
Certificate
(other
than
any
Interest
Only
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,
plus
(ii)
any
Subsequent
Recoveries
added
to the
Certificate
Principal
Balance
of such
Certificate
pursuant to Section 4.02, minus
(iii)
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(a)
and
(y) the
aggregate
of all
reductions
in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses which
were
previously
allocated to such
Certificate
(or any
predecessor
Certificate)
pursuant to
Section 4.05;
provided,
that the
Certificate
Principal
Balance of each
Certificate of the Class of Subordinate
Certificates
with the Lowest Priority at any given time shall be further
reduced by an amount equal to the Percentage
Interest
represented by such Certificate
multiplied by the excess, if any, of (A) the then aggregate
Certificate Principal
Balance of all
Classes of
Certificates
in the
related
Certificate
Group
then
outstanding
over (B) the then
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group I or Loan Group II, as applicable.
Class A-P
Certificates:
The Class I-A-P
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-P Certificates, which relate to and are
payable from the Group II Loans.
Class A-P Collection
Shortfall:
With respect to the Cash
Liquidation
or REO
Disposition of a Discount
Mortgage
Loan,
any
Distribution
Date and any Loan
Group,
the extent to which the amount
described
in clause
(C)(1) of the
definition
of Class A-P Principal
Distribution
Amount for such Loan Group is less than the amount
described in clause (C)(2) of such definition.
Class A-V
Certificates:
The Class I-A-V
Certificates,
which relate to and are payable from the Group I
Loans, and Class II-A-V Certificates, which relate to and are
payable from the Group II Loans.
Class I-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the
aggregate
Certificate
Principal
Balance
of the Group I Senior
Certificates,
other
than the Class
I-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans in Loan Group I, other than the Discount
Fraction of the Discount
Mortgage Loans in Loan Group I,
immediately prior to that
Distribution
Date. The Class I-A Percentage will initially equal
approximately
93.08%
and will in no event exceed 100%.
Class I-M Certificates: The Class I-M-1, Class I-M-2 and Class
I-M-3 Certificates.
Class II-A
Percentage:
With respect to any
Distribution
Date,
the
percentage
equal to the aggregate
Certificate
Principal
Balance
of the Group II Senior
Certificates,
other than the Class
II-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans in Loan Group II, other than the Discount
Fraction of the
Discount
Mortgage
Loans in Loan Group
II,
immediately
prior to that
Distribution
Date. The Class II-A Percentage
will initially equal
approximately
96.97% and will in no event exceed 100%.
Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class
II-M-3 Certificates.
Class B Certificates:
The Class I-B-1,
Class I-B-2,
Class I-B-3,
Class II-B-1,
Class II-B-2 and Class
II-B-3
Certificates.
The Class
I-B-1,
Class I-B-2 and Class I-B-3
Certificates
relate to and are payable from
the Group I Loans.
The Class
II-B-1,
Class II-B-2 and Class II-B-3
Certificates
relate to and are payable from
the Group II Loans.
Class M Certificates:
The Class I-M-1,
Class I-M-2,
Class I-M-3,
Class II-M-1,
Class II-M-2 and Class
II-M-3
Certificates.
The Class
I-M-1,
Class I-M-2 and Class I-M-3
Certificates
relate to and are payable from
the Group I Loans.
The Class
II-M-1,
Class II-M-2 and Class II-M-3
Certificates
relate to and are payable from
the Group II Loans
Class R Certificate: Any one of the Class R-I, Class R-II and Class
R-III Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a “residual interest” in
REMIC I for purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a “residual
interest” in REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one
of
the
Class
R-III
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a “residual
interest” in REMIC III for purposes of the REMIC Provisions.
Closing Date:
September 28, 2006.
Compensating
Interest:
With
respect to any
Distribution
Date and each Loan
Group an amount
equal to
Prepayment
Interest Shortfalls
resulting from Principal
Prepayments in Full during the related Prepayment Period
and
Curtailments
during the prior calendar month and included in the Available
Distribution
Amount for the such
Loan Group on such
Distribution
Date, but not more than the lesser of (a)
one-twelfth of 0.125% of the aggregate
Stated Principal
Balance of the Mortgage Loans in the related Loan Group
immediately
preceding such Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on amounts
held in the
Custodial
Account and
the
Certificate
Account and payable to the
Certificateholders
with respect to the Mortgage Loans in the related
Loan Group and such
Distribution
Date;
provided that for purposes of this definition the amount of the
Servicing
Fee will not be reduced
pursuant to Section
7.02(a)
except as may be required
pursuant to the last
sentence of
such Section.
Corporate
Trust
Office:
The
principal
office
of the
Trustee
at
which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument
is located at Deutsche
Bank Trust
Company
Americas,
1761 East St.
Andrew Place,
Santa Ana, California 92705-4934, Attention: Residential Accredit
Loans, Inc., Series 2006-QS13.
Credit Support
Depletion
Date:
With respect to Loan Group I, the first
Distribution
Date on which the
Certificate
Principal
Balances of the Class I-M, Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates have been
reduced to zero.
With respect to Loan Group II, the first
Distribution
Date on which the
Certificate
Principal
Balances of the Class II-M, Class II-B-1, Class II-B-2 and Class
II-B-3 Certificates have been reduced to zero.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date:
September 1, 2006.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to each
Distribution Date.
Discount Net
Mortgage
Rate:
With
respect to Loan Group I, 6.50% per annum.
With respect to Loan Group
II, 5.75% per annum.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Eligible
Funds:
With respect to any
Distribution
Date and Loan Group, an amount equal to the excess of
(a) the Available
Distribution
Amount for such Loan Group over (b) the sum of (i) the aggregate
amount of Accrued
Certificate
Interest on the related Senior
Certificates,
(ii) the related Senior Principal
Distribution
Amount
(determined
without
regard
to
Section
4.02(a)(ii)(Y)(D)
hereof),
(iii)
the
related
Class
A-P
Principal
Distribution
Amount for Loan Group I or Loan Group II, as applicable
(determined
without regard to clause (E) of
the definition of Class A-P Principal
Distribution
Amount) and (iv) the aggregate
amount of Accrued
Certificate
Interest on the Class I-M,
Class I-B-1 and Class I-B-2
Certificates,
or the Class II-M,
Class
II-B-1 and Class
II-B-2 Certificates, as applicable.
Excess
Subordinate
Principal
Amount:
With
respect
to any
Distribution
Date on which the
aggregate
Certificate
Principal Balance of the Class of Subordinate
Certificates in the Certificate Group related to a Loan
Group then
outstanding
with the Lowest
Priority is to be reduced to zero and on which Realized
Losses are to be
allocated to such Class or Classes,
the excess,
if any, of (i) the amount that would
otherwise be
distributable
in respect of principal on such class or classes of
Certificates on such
Distribution
Date over (ii) the excess,
if any, of the aggregate Certificate
Principal Balance of such Class or Classes of Certificates
immediately prior
to such
Distribution
Date over the
aggregate
amount of
Realized
Losses to be
allocated
to such
Classes
of
Certificates
on such
Distribution
Date as
reduced
by any
amount
calculated
with
respect to that Loan Group
pursuant to clause (E) of the definition of Class A-P Principal
Distribution Amount.
Floater Certificates:
The Class I-A-1 Certificates.
Fraud
Loss
Amount:
With
respect
to Loan Group I, as of any date of
determination
after the
Cut-off
Date,
an amount equal to: (Y) prior to the first
anniversary
of the Cut-off Date an amount equal to 3.00% of the
aggregate
outstanding
principal
balance of all of the Group I Loans as of the Cut-off
Date minus the
aggregate
amount of Fraud
Losses
related
to Loan
Group I,
allocated
solely to one or more
specific
Classes of Group I
Certificates
in accordance with Section 4.05 of this Series
Supplement
since the Cut-off Date up to such date of
determination,
and (Z) from the first to, but not including,
the fifth anniversary of the Cut-off Date, an amount
equal to (1) the lesser of (a) the Fraud Loss Amount
related to Loan Group I as of the most recent
anniversary of
the Cut-off Date and (b) 1.00% of the
aggregate
outstanding
principal
balance of all of the Group I Loans as of
the most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
related to Loan
Group I allocated
solely to one or more specific
Classes of Group I Certificates
in accordance with Section 4.05
since the most recent
anniversary
of the Cut-off
Date up to such date of
determination.
On and after the fifth
anniversary of the Cut-off Date, the Fraud Loss Amount related to
Loan Group I shall be zero.
With respect to Loan Group II, as of any date of
determination
after the Cut-off
Date,
an amount equal
to: (X) prior to the first
anniversary
of the Cut-off Date an amount equal to 3.00% of the aggregate
outstanding
principal
balance of all of the Group II Loans as of the Cut-off Date minus
the
aggregate
amount of Fraud Losses
related to Loan Group II,
allocated
solely to one or more specific Classes of Group II Certificates in
accordance
with Section 4.05 of this Series Supplement since the Cut-off Date
up to such date of
determination,
(Y) from the
first to, but not including,
the second
anniversary of the Cut-off Date, an amount equal to (1) the lesser
of (a)
the Fraud Loss
Amount
related to Loan Group II as of the most
recent
anniversary
of the
Cut-off
Date and (b)
1.00%
of the
aggregate
outstanding
principal
balance
of all of the
Group
II
Loans
as of the
most
recent
anniversary
of the Cut-off Date minus (2) the aggregate
amount of Fraud Losses related to Loan Group II allocated
solely to one or more specific
Classes of Group II
Certificates
in
accordance
with Section 4.05 since the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination,
and (Z) from the
second to, but not
including,
the fifth
anniversary
of the Cut-off
Date,
an amount
equal to (1) the lesser of (a) the Fraud Loss
Amount
related
to Loan
Group II as of the most
recent
anniversary
of the
Cut-off
Date and (b)
0.50% of the
aggregate
outstanding
principal
balance of all of the Group II Loans as of the most
recent
anniversary
of the
Cut-off Date minus (2) the
aggregate
amount of Fraud Losses
related to Loan Group II allocated
solely to one or
more specific
Classes of Group II Certificates
in accordance with Section 4.05 since the most recent
anniversary
of the Cut-off Date up to such date of
determination.
On and after the fifth anniversary of the Cut-off Date, the
Fraud Loss Amount related to Loan Group II shall be zero.
The Fraud Loss Amount related to Loan Group I or Loan Group II, as
applicable,
may be further
reduced by
the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided that prior to
any such
reduction,
the Master Servicer shall (i) obtain written
confirmation
from each Rating Agency that such
reduction
shall not reduce the rating
assigned to any Class of related
Certificates
by such Rating Agency below
the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written confirmation
to the Trustee.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group I Senior
Certificates:
The Class I-A-1,
Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class
I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10,
Class I-A-11,
Class I-A-V, Class I-A-P and Class R-I
Certificates, which relate to and are payable from the Group I
Loans.
Group II Senior
Certificates:
The Class II-A-1,
Class II-A-V,
Class II-A-P, Class R-II and Class R-III
Certificates, which relate to and are payable from the Group II
Loans.
Highest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates then
outstanding
with a
Certificate
Principal
Balance
greater than zero,
with the
earliest
priority for payments
pursuant to Section 4.02(a),
in the following order:
(a) for the Subordinate
Certificates
related to Loan Group
I, Class I-M-1,
Class I-M-2,
Class I-M-3,
Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates and (b) for the
Subordinate
Certificates
related to Loan Group II, Class II-M-1,
Class II-M-2, Class II-M-3, Class II-B-1, Class
II-B-2 and Class II-B-3 Certificates.
Initial
Monthly
Payment
Fund:
With
respect
to the Group I Loans,
$112,000,
representing
scheduled
principal
amortization
and interest at the Net
Mortgage
Rate
payable
during the October 2006 Due Period,
for
those
Group I Loans for which the
Trustee
will not be
entitled to receive
such
payment.
With
respect to the
Group II Loans,
$604,600,
representing
scheduled
principal
amortization
and interest at the Net Mortgage Rate
payable
during the October
2006 Due Period,
for those Group II Loans for which the Trustee
will not be entitled
to receive such payment.
Initial
Notional
Amount:
With
respect to the Class I-A-V
Certificates,
the
aggregate
Cut-off
Date
Principal
Balance of the Group I Loans and with respect to the Class II-A-V
Certificates,
the aggregate
Cut-off
Date Principal
Balance of the Group II Loans.
With respect to any Subclass
issued
pursuant to Section
5.01(c),
the aggregate
Stated
Principal
Balance of the Mortgage
Loans
corresponding
to such Subclass as of the Cut-Off
Date.
Initial Subordinate Class Percentage:
With respect to each Class of related Subordinate Certificates,
an
amount
which
is
equal
to the
initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided by the
aggregate
Stated
Principal
Balance of all the
Mortgage
Loans in the
related Loan Group as of the Cut-off Date as follows:
Class I-M-1:
3.75%
Class I-B-1:
0.50%
Class I-M-2:
1.05%
Class I-B-2:
0.40%
Class I-M-3:
0.80%
Class I-B-3:
0.40%
Class II-M-1:
1.85%
Class II-B-1:
0.20%
Class II-M-2:
0.40%
Class II-B-2:
0.15%
Class II-M-3:
0.25%
Class II-B-3:
0.15%
Interest
Accrual
Period:
With
respect to any Class of
Certificates
(other than the
Adjustable
Rate
Certificates)
and any Distribution
Date, the calendar month preceding the month in which such
Distribution
Date
occurs.
With respect to the Adjustable Rate
Certificates and any
Distribution
Date, the period beginning on the
25th day of the month
preceding
the month in which such
Distribution
Date
occurs and ending on the 24th day of
the month in which such Distribution Date occurs.
Interest Only Certificates:
Any one of the Class I-A-2
Certificates,
Class I-A-V Certificates and Class
II-A-V Certificates. The Interest Only Certificates will have no
Certificate Principal Balance.
Inverse Floater: The Class I-A-2 Certificates.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.03.
LIBOR
Business
Day:
Any day
other
than
(i) a
Saturday
or a Sunday
or (ii) a day on which
banking
institutions in the city of London, England are required or
authorized by law to be closed.
Loan Group:
Either of Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Lockout Certificates:
The Class A-3 Certificates and Class A-4 Certificates.
Lockout
Percentage-For
any Distribution
Date occurring prior to the Distribution
Date in October 2011,
0%. For each Distribution
Date thereafter,
a fraction,
expressed as a percentage,
the numerator of which is the
aggregate
Certificate
Principal Balance of the Lockout Certificates and the denominator
of which is the aggregate
Stated
Principal
Balance of all of the Mortgage
Loans in Loan Group I, other than the
Discount
Fraction of the
Discount Mortgage Loans in Loan Group I.
Lockout Shift
Percentage:
For any Distribution
Date occurring prior to the Distribution Date in October
2011, 0%. For any Distribution
Date occurring
thereafter,
as follows:
30% for any Distribution Date on or after
October
2011 and prior to
October
2012;
40% for any
Distribution
Date on or after
October
2012 and prior to
October
2013;
60% for any
Distribution
Date on or after
October
2013 and prior to October
2014;
80% for any
Distribution
Date on or after
October
2014 and
prior
to
October
2015;
and
100% for any
Distribution
Date
thereafter.
Lower
Priority:
As of any date of
determination
and any Class of Subordinate
Certificates,
any other
Class of related
Subordinate
Certificates then outstanding with a later priority for payments
pursuant to Section
4.02(a).
Lowest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates
then
outstanding
with a
Certificate
Principal
Balance
greater
than zero,
with the latest
priority
for
payments
pursuant to Section 4.02(a),
in the following order:
(a) for the Subordinate
Certificates
related to Loan Group
I, Class I-B-3,
Class I-B-2,
Class I-B-1,
Class I-M-3,
Class I-M-2 and Class I-M-1 Certificates and (b) for the
Subordinate
Certificates
related to Loan Group II, Class II-B-3,
Class II-B-2, Class II-B-1, Class II-M-3, Class
II-M-2 and Class II-M-1 Certificates .
Maturity Date: With respect to
Certificates
in the Certificate
Group related to Loan Group I, September
25, 2036, the Distribution
Date immediately
following the latest scheduled
maturity date of any Mortgage Loan in
Loan Group I. With
respect to
Certificates
in the
Certificate
Group
related to Loan Group II,
September
25,
2021, the Distribution Date immediately
following the latest scheduled
maturity date of any Mortgage Loan in Loan
Group II.
Mortgage:
With
respect to each
Mortgage
Note
related to a
Mortgage
Loan which is not a
Cooperative
Loan, the mortgage,
deed of trust or other comparable
instrument creating a first lien on an estate in fee simple
or leasehold
interest in real property
securing a Mortgage Note.
With respect to each
Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security
Instrument.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as Exhibit One-I (with
respect to Loan Group I) and Exhibit
One-II
(with
respect to Loan Group II) (in each case,
as amended from time
to time to reflect the addition of Qualified
Substitute
Mortgage Loans),
which list or lists shall set forth the
following information as to each Mortgage Loan in the related Loan
Group:
(i)
the Mortgage Loan identifying number (“RFC LOAN #”);
(ii)
the maturity of the Mortgage Note (“MATURITY DATE”);
(iii)
the Mortgage Rate (“ORIG RATE”);
(iv)
the Subservicer pass-through rate (“CURR NET”);
(v)
the Net Mortgage Rate (“NET MTG RT”);
(vi)
the Pool Strip Rate (“STRIP”);
(vii)
the initial
scheduled
monthly
payment of
principal,
if any, and interest
(“ORIGINAL P &
I”);
(viii)
the Cut-off Date Principal Balance (“PRINCIPAL BAL”);
(ix)
the Loan-to-Value Ratio at origination (“LTV”);
(x)
the rate at which the
Subservicing
Fee accrues
(“SUBSERV
FEE”) and at which the Servicing
Fee accrues (“MSTR SERV FEE”);
(xi)
a code “T,” “BT” or “CT” under
the column “LN
FEATURE,”
indicating
that the Mortgage
Loan
is secured by a second or vacation residence; and
(xii)
a code “N” under the column “OCCP CODE,”
indicating
that the Mortgage
Loan is secured by a
non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage
Loans:
Such of the
mortgage
loans,
including
any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are held or deemed to be held as a part
of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule,
and
Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including,
without limitation,
(i) with
respect
to each
Cooperative
Loan,
the
related
Mortgage
Note,
Security
Agreement,
Assignment
of
Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto,
(ii) with respect to each Sharia
Mortgage
Loan,
the related
Obligation to Pay,
Sharia
Mortgage Loan
Security Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment Agreement and Amendment of Security
Instrument
and Mortgage
File and all rights
appertaining
thereto and (iii) with respect to each
Mortgage
Loan
other than a Cooperative
Loan or a Sharia
Mortgage Loan, each related
Mortgage Note,
Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any
modification
thereto.
With respect to each
Sharia Mortgage Loan, the related Obligation to Pay.
Mortgage
Rate:
As to any Mortgage
Loan,
the interest rate borne by the related
Mortgage
Note, or any
modification
thereto
other than a Servicing
Modification.
As to any Sharia
Mortgage
Loan,
the profit
factor
described in the related Obligation to Pay, or any modification
thereto other than a Servicing Modification.
Mortgagor:
The obligor on a Mortgage
Note, or with respect to a Sharia
Mortgage
Loan,
the consumer on
an Obligation to Pay.
Notional Amount: As of any Distribution Date (i) with respect to
the Class I-A-2
Certificates,
an amount
equal to the
Certificate
Principal
Balance
of the Class
I-A-1
Certificates
immediately
prior to such
date;
provided,
however,
for federal income tax purposes,
as of any Distribution Date, with respect to the Class I-A-2
Certificates,
the
equivalent
of
the
foregoing,
expressed
as
the
Uncertificated
Principal
Balance
of
Uncertificated
REMIC I Regular
Interest V; (ii) with respect to any Class I-A-V
Certificates or Subclass thereof
issued pursuant to Section 5.01(c),
the aggregate Stated Principal
Balance of the Group I Loans
corresponding to
the Uncertificated
REMIC III Regular Interests Z1 represented by such Class or
Subclass
immediately prior to such
date;
and (iii) with respect to any Class
II-A-V
Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c),
the aggregate Stated Principal Balance of the Group II Loans
corresponding to the
Uncertificated
REMIC
III Regular Interests Z2 Regular Interests represented by such
Class or Subclass immediately prior to such date.
Obligation
to Pay:
The
originally
executed
obligation
to pay or
similar
agreement
evidencing
the
obligation of the consumer under a Sharia Mortgage Loan, together
with any modification thereto.
Pass-Through
Rate:
With
respect
to
the
Senior
Certificates
(other
than
the
Adjustable
Rate
Certificates,
Class A-V
Certificates and Class A-P
Certificates),
Class M Certificates and Class B Certificates
and any Distribution Date, the per annum rates set forth in the
Preliminary Statement hereto.
o
With respect to the Class I-A-1
Certificates and the initial
Interest Accrual Period,
5.67% per
annum,
and as to any Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus
0.34%, with a maximum rate of 7.50% and a minimum rate of 0.34% per
annum.
o
With respect to the Class I-A-2
Certificates and the initial
Interest Accrual Period,
1.83% per
annum,
and as to any Interest
Accrual Period
thereafter,
a per annum rate equal to 7.16% minus
LIBOR, with a maximum rate of 7.16% per annum and a minimum rate of
0.00% per annum.
With
respect
to each
Class
of
Class
A-V
Certificates
(other
than any
Subclass
thereof)
and any
Distribution
Date, a rate equal to the weighted
average,
expressed as a
percentage,
of the Pool Strip Rates of
all Mortgage
Loans in the related
Loan Group as of the Due Date in the related Due Period,
weighted on the basis
of the
respective
Stated
Principal
Balances of such Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or,
with
respect to the initial
Distribution
Date,
at the close of business on the Cut-off
Date).
With
respect
to the
Class
I-A-V
Certificates
and
the
Class
II-A-V
Certificates
and
the
initial
Distribution
Date the Pass-Through Rate is equal to 0.4983% and 0.5383% per
annum,
respectively.
With respect to
any Subclass of Class A-V Certificates and any Distribution
Date, a rate equal to the weighted average,
expressed
as a
percentage,
of the Pool Strip Rates of all
Mortgage
Loans in the related Loan Group
corresponding
to the
Uncertificated
Class REMIC III Regular
Interests Z represented by such Subclass as of the Due Date in the
related
Due Period,
weighted on the basis of the
respective
Stated
Principal
Balances of such Mortgage Loans as of the
day immediately
preceding such Distribution Date (or with respect to the initial
Distribution
Date, at the close
of business on the Cut-off Date).
The Class A-P
Certificates
have no
Pass-Through
Rate and are not entitled to
Accrued Certificate Interest.
Pool Strip Rate:
With
respect to each
Mortgage
Loan in any Loan
Group,
a per annum rate equal to the
excess of (a) the Net Mortgage
Rate of such
Mortgage
Loan over (b) the Discount Net Mortgage
Rate for such Loan
Group (but not less than 0.00%) per annum.
Planned
Principal
Balance:
With
respect to any
Distribution
Date,
the amount set forth in the table
entitled “Planned Principal Balances” in Exhibit Five
opposite such date.
Prepayment
Assumption:
With
respect
to
Loan
Group
I,
the
prepayment
assumption
to be
used
for
determining
the accrual of original
issue
discount and premium and market
discount on the related
Certificates
for
federal
income
tax
purposes,
which
assumes
a
constant
prepayment
rate of 10.0%
per annum of the then
outstanding
principal
balance of the related Mortgage Loans in the first month of the
life of such Mortgage Loans
and an
additional
approximately
1.272727%
per annum in each
month
thereafter
until the
twelfth
month,
and
beginning
in the twelfth
month and in each month
thereafter
during the life of the related
Mortgage
Loans,
a
constant
prepayment rate of 24.0% per annum.
With respect to Loan Group II, the prepayment
assumption to be used
for
determining
the
accrual
of
original
issue
discount
and
premium
and
market
discount
on the
related
Certificates
for federal income tax purposes,
which assumes a constant
prepayment
rate of 8.0% per annum of the
then
outstanding
principal
balance of the related Mortgage Loans in the first month of the
life of such Mortgage
Loans and an additional
approximately
0.909090909%
per annum in each month
thereafter
until the twelfth month,
and beginning in the twelfth month and in each month
thereafter
during the life of the related
Mortgage Loans, a
constant prepayment rate of 18.0% per annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution Date and each Class of Subordinate
Certificates in the Certificate
Group for Loan Group I and Loan Group II, under the applicable
circumstances
set
forth below, the respective percentages set forth below:
(i)
For
any
Distribution
Date
prior
to
the
Distribution
Date
in
October
2011
(unless
the
Certificate
Principal Balances of the related Senior
Certificates (other than the related Class
A-P Certificates), have been reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed
in clause
(i)
above on which
any Class of
related
Subordinate Certificates are outstanding:
(a)
in the case of the Class of related
Subordinate
Certificates then outstanding
with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which the
related
Prepayment
Distribution
Trigger
has
been
satisfied,
a
fraction,
expressed
as
a
percentage,
the
numerator
of
which
is
the
Certificate
Principal
Balance
of
such
Class
immediately
prior to such
date
and the
denominator
of
which
is the sum of the
Certificate
Principal
Balances
immediately
prior
to such
date of (1) the
Class of
related
Subordinate
Certificates
then
outstanding
with the Highest
Priority and (2) all other
Classes of related
Subordinate
Certificates
for which the respective
Prepayment
Distribution
Triggers have been
satisfied; and
(b)
in the case of each other Class of related
Subordinate
Certificates for which
the Prepayment Distribution Triggers have not been satisfied, 0%;
and
(iii)
Notwithstanding
the
foregoing,
if
the
application
of
the
foregoing
percentages
on
any
Distribution
Date as provided
in Section
4.02 of this Series
Supplement
(determined
without
regard to the proviso to the definition of
“Subordinate
Principal
Distribution
Amount”) would
result in a
distribution
in
respect
of
principal
of any
Class or
Classes
of
Subordinate
Certificates in an amount greater than the remaining
Certificate
Principal Balance thereof (any
such class,
a “Maturing
Class”),
then:
(a) the
Prepayment
Distribution
Percentage
of each
Maturing Class shall be reduced to a level that, when applied as
described
above,
would exactly
reduce the Certificate
Principal Balance of such Class to zero; (b) the Prepayment
Distribution
Percentage
of each other Class of
Subordinate
Certificates
(any such Class,
a
“Non-Maturing
Class”) shall be
recalculated
in accordance
with the provisions in paragraph (ii) above, as if
the
Certificate
Principal
Balance
of each
Maturing
Class
had been
reduced
to zero
(such
percentage
as
recalculated,
the
“Recalculated
Percentage”);
(c)
the
total
amount
of the
reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant
to clause (a) of this sentence,
expressed as an aggregate
percentage,
shall be allocated among
the
Non-Maturing
Classes
in
proportion
to their
respective
Recalculated
Percentages
(the
portion of such
aggregate
reduction so allocated to any
Non-Maturing
Class,
the
“Adjustment
Percentage”);
and (d) for
purposes
of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of
each
Non-Maturing
Class
shall
be
equal
to the
sum of
(1)
the
Prepayment
Distribution
Percentage thereof,
calculated in accordance with the provisions in paragraph (ii)
above as if the
Certificate
Principal
Balance of each
Maturing
Class had not been reduced to
zero, plus (2) the related Adjustment Percentage.
Prepayment
Distribution
Trigger:
With
respect
to any
Distribution
Date
and any
Class
of
related
Subordinate
Certificates (other than the Class I-M-1 Certificates and the Class
II-M-1 Certificates),
a test that
shall be
satisfied if the fraction
(expressed
as a
percentage)
equal to the sum of the
Certificate
Principal
Balances of such Class and each Class of related
Subordinate
Certificates
with a Lower
Priority than such Class
immediately
prior to such
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the
Mortgage Loans (or related REO Properties) in the related Loan
Group
immediately
prior to such
Distribution Date
is greater than or equal to the sum of the Initial
Subordinate
Class
Percentages of such Class and each Class of
related Subordinate Certificates with a Lower Priority.
Principal Only Certificates:
Any one of the Class I-A-P Certificates and Class II-A-P
Certificates.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates
(other
than the
Adjustable Rate
Certificates for so long as the Adjustable Rate
Certificates
are in book-entry
form), the close
of business on the last
Business
Day of the month
preceding
the month in which the
related
Distribution
Date
occurs.
With
respect
to each
Distribution
Date
and the
Adjustable
Rate
Certificates
(so
long as they are
Book-Entry Certificates), the close of business on the Business Day
prior to such Distribution Date
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as “Related Classes of Certificates” to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
As to any Uncertificated
REMIC II Regular Interest,
those classes of
Certificates
identified as “Related Classes of Certificates” to such
Uncertificated
REMIC II Regular Interest in
the definition of Uncertificated REMIC II Regular Interest.
REMIC I: The segregated
pool of assets with respect to which a REMIC
election is to be made,
consisting
of:
(i)
the Group I Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect
of the Group I Loans due after the
Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date) as shall be on
deposit in the
Custodial
Account
or in the
Certificate
Account
and
identified
as
belonging to the Trust Fund,
including the proceeds from the
liquidation of Additional
Collateral for any Additional
Collateral Loan, but not including
amounts on deposit in
the related Initial Monthly Payment Fund,
(iii)
property
which
secured a Group I Loan and which has been
acquired
for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard
insurance
policies
and Primary
Insurance
Policies,
if any,
the Pledged
Assets
with
respect to each
Pledged
Asset
Mortgage
Loan,
and the
interest in the
Surety Bond
transferred
to the Trustee
pursuant to Section 2.01 herein,
in each case
related to Group I Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC
II:
The
segregated
pool of
assets,
with
respect
to
which a REMIC
election
is to be
made,
consisting of:
(i)
the Group II Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in respect of the Group II Loans due after the
Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date) as shall be on
deposit in the
Custodial
Account
or in the
Certificate
Account
and
identified
as
belonging to the Trust Fund,
including the proceeds from the
liquidation of Additional
Collateral for any Additional
Collateral Loan, but not including
amounts on deposit in
the related Initial Monthly Payment Fund,
(iii)
property
which
secured a Group II Loan and which has been
acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard
insurance
policies
and Primary
Insurance
Policies,
if any,
the Pledged
Assets
with
respect to each
Pledged
Asset
Mortgage
Loan,
and the
interest in the
Surety Bond
transferred
to the Trustee
pursuant to Section 2.01 herein,
in each case
related to Group II Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC III: The segregated pool of assets
consisting of the
Uncertificated
REMIC I Regular Interests and
the
Uncertificated
REMIC II Regular Interests
conveyed in trust to the Trustee for the benefit of the holders of
each Class of Certificates
(other than the Class R-I
Certificates
and the Class R-II
Certificates)
pursuant to
Section 2.06, with respect to which a separate REMIC election is to
be made.
Senior Accelerated
Distribution
Percentage:
With respect to any Distribution Date occurring on or prior
to the 60th
Distribution
Date and either Loan Group,
100%. With respect to any Distribution
Date thereafter and
either Loan Group as follows:
(i) for any
Distribution
Date
after
the
60th
Distribution
Date but on or prior to the 72nd
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 70% of the related
Subordinate Percentage for such Distribution Date;
(ii)for any
Distribution
Date
after
the
72nd
Distribution
Date but on or prior to the 84th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 60% of the related
Subordinate Percentage for such Distribution Date;
(iii)
for any Distribution
Date after the 84th
Distribution Date but on or prior to the 96th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 40% of the related
Subordinate Percentage for such Distribution Date;
(iv)for any
Distribution
Date
after
the 96th
Distribution
Date but on or prior to the 108th
Distribution
Date,
the related
Senior
Percentage
for such
Distribution
Date plus 20% of the related
Subordinate Percentage for such Distribution Date; and
(v) for any Distribution
Date thereafter,
the related Senior
Percentage for such
Distribution
Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution
Percentage described above shall
not occur as of any Distribution Date unless either:
(a)(1)(X)
the
outstanding
principal
balance of the
Mortgage
Loans in the related Loan Group
delinquent 60 days or more
(including
Mortgage Loans which are in
foreclosure,
have been foreclosed or
otherwise
liquidated,
or with respect to which the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six months,
as a percentage of the aggregate
outstanding
Certificate
Principal
Balance
of the
related
Subordinate
Certificates,
is less
than 50% or (Y) the
outstanding
principal
balance of Mortgage Loans in the related Loan Group
delinquent 60 days or more (including
Mortgage Loans
which are in
foreclosure,
have been
foreclosed
or otherwise
liquidated,
or with respect to which the
Mortgagor is in
bankruptcy
and any REO Property)
averaged over the last six months,
as a percentage of
the
aggregate
outstanding
principal
balance of all Mortgage
Loans in the related Loan Group
averaged
over the last six
months,
does not
exceed
2% and (2)
Realized
Losses
on the
Mortgage
Loans in the
related Loan Group to date for such
Distribution
Date if occurring
during the sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter)
after the Closing Date are less than 30%,
35%, 40%, 45% or
50%,
respectively,
of the sum of the Initial
Certificate
Principal Balances of the related Subordinate
Certificates; or
(b)(1) the outstanding
principal
balance of Mortgage Loans in the related Loan Group delinquent
60 days or more
(including
Mortgage Loans which are in
foreclosure,
have been
foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor is in bankruptcy
and any REO Property)
averaged over
the last six months,
as a
percentage
of the
aggregate
outstanding
principal
balance of all Mortgage
Loans in the related
Loan Group
averaged
over the last six months,
does not exceed 4% and (2) Realized
Losses on the Mortgage
Loans in the related Loan Group to date for such
Distribution
Date, if occurring
during the sixth,
seventh,
eighth,
ninth or tenth year (or any year thereafter)
after the Closing Date
are less than 10%, 15%, 20%, 25% or 30%,
respectively,
of the sum of the Initial
Certificate
Principal
Balances of the related Subordinate Certificates; and
(ii) that for any
Distribution
Date on which the related
Senior
Percentage is greater than the related
Senior
Percentage
as of the Closing
Date,
the
related
Senior
Accelerated
Distribution
Percentage
for such
Distribution Date shall be 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of
the
Certificate
Principal
Balances
of
the
Senior
Certificates
related to a Loan Group (other than the related Class A-P
Certificates,
if any) to zero, the related
Senior Accelerated Distribution Percentage shall thereafter be 0%.
Senior Certificate:
Any one of the Group I Senior
Certificates or Group II Senior Certificates
executed
by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed to the Standard
Terms as Exhibit A and Exhibit D.
Senior Interest
Distribution
Amount: With respect to any Distribution Date and Loan Group, the
amount of
Accrued
Certificate
Interest
required to be distributed from the related
Available
Distribution
Amount to the
Holders of the related Senior Certificates for that Distribution
Date.
Senior Percentage:
The Class I-A Percentage or Class II-A Percentage, as applicable.
Senior Principal
Distribution
Amount: With respect to any Distribution Date and Loan Group the
lesser of
(a) the balance of the related
Available
Distribution
Amount
remaining
after the
distribution
of all amounts
required to be
distributed
therefrom
pursuant to Section
4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any
amount distributable
pursuant to clause (E) of the definition of “Class A-P
Principal
Distribution
Amount”), and
(b) the sum of the amounts required to be distributed to the Senior
Certificateholders
of the related Certificate
Group,
other than the Class I-A-P
Certificates,
on such Distribution
Date pursuant to Sections
4.02(a)(ii)(Y),
4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates:
Any of the Class I-A-4 Certificates.
Sharia
Mortgage
Loan: A declining
balance
co-ownership
transaction,
structured
so as to comply with
Islamic religious law.
Sharia
Mortgage Loan
Co-Ownership
Agreement:
The agreement that defines the
relationship
between the
consumer and co-owner and the parties’
respective rights under a Sharia Mortgage Loan,
including their respective
rights with respect to the indicia of ownership of the related
Mortgaged Property.
Sharia
Mortgage
Loan
Security
Instrument:
The
mortgage,
security
instrument
or
other
comparable
instrument
creating a first lien on an estate in fee simple or
leasehold
interest in real
property
securing an
Obligation to Pay.
Special Hazard Amount:
With respect to Loan Group I and as of any
Distribution
Date, an amount equal to
$5,370,015
minus the sum of (i) the aggregate
amount of Special
Hazard Losses
related to Loan Group I allocated
solely to one or more
specific
Classes of Group I
Certificates
in
accordance
with Section 4.05 of this Series
Supplement
and (ii) the related
Adjustment
Amount (as defined below) as most recently
calculated.
With respect
to Loan
Group
II and as of any
Distribution
Date,
an
amount
equal
to
$2,980,809
minus
the sum of (i) the
aggregate
amount of
Special
Hazard
Losses
related to Loan Group II
allocated
solely to one or more
specific
Classes of Group II
Certificates
in accordance
with Section 4.05 of this Series
Supplement and (ii) the related
Adjustment Amount (as defined below) as most recently calculated.
For either Loan Group and each
anniversary of the Cut-off Date,
the Adjustment
Amount shall be equal to
the amount,
if any, by which the amount
calculated in accordance
with the preceding
paragraph
(without
giving
effect to the deduction of the Adjustment
Amount for such
anniversary)
exceeds the greater of (A) the greater of
(i) the product of the Special
Hazard
Percentage for such
anniversary
multiplied by the
outstanding
principal
balance of all the Group I Loans or Group II Loans, as applicable,
on the Distribution Date immediately
preceding
such
anniversary
and (ii)
twice the
outstanding
principal
balance
of the
Group I Loan or Group II Loan,
as
applicable,
with the largest outstanding
principal balance as of the Distribution Date immediately preceding
such
anniversary
and (B) the greater of (i) the product of 0.50%
multiplied by the
outstanding
principal
balance of
all the Group I Loans or Group II Loans,
as
applicable,
on the
Distribution
Date
immediately
preceding
such
anniversary
multiplied
by a fraction,
the
numerator of which is equal to the
aggregate
outstanding
principal
balance
(as of the
immediately
preceding
Distribution
Date) of all the
Group I Loans or
Group II
Loans,
as
applicable,
secured by Mortgaged Properties in Loan Group I or Loan Group II,
as applicable,
located in the State
of
California
divided
by
the
aggregate
outstanding
principal
balance
(as
of
the
immediately
preceding
Distribution
Date) of all the Group I Loans or Group II Loans, as applicable,
expressed as a percentage,
and the
denominator
of which is equal to 19.92% and 17.25% (which
percentage is equal to the
percentage of all the Group
I Loans or Group II Loans,
respectively,
by aggregate principal balance initially secured by Mortgaged
Properties
located in the State of California)
and (ii) the aggregate
outstanding
principal
balance (as of the immediately
preceding
Distribution
Date) of the largest Group I Loan or Group II Loan,
as applicable
secured by a Mortgaged
Property in Loan Group I or Loan Group II, as
applicable,
(or,
with respect to a Cooperative
Loan,
the related
Cooperative Apartment) located in the State of California.
The
Special
Hazard
Amount
related
to Loan
Group I or Loan
Group II, as
applicable,
may be further
reduced by the Master
Servicer
(including
accelerating
the manner in which
coverage is reduced)
provided that
prior to any such
reduction,
the Master
Servicer shall (i) obtain written
confirmation
from each Rating Agency
that such reduction
shall not reduce the rating
assigned to any Class of Certificates by such Rating Agency below
the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such
Rating Agency and (ii) provide a copy of such written confirmation
to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary
of the
Cut-off
Date,
the greater of (i) 1.0% and
(ii) the largest
percentage
obtained by dividing the aggregate
outstanding
principal balance (as of immediately
preceding
Distribution
Date) of the
Group I Loans or
Group
II
Loans,
as
applicable,
secured
by
Mortgaged
Properties in Loan Group I or Loan Group II, as
applicable,
located in a single,
five-digit zip code area in the
State
of
California
by the
outstanding
principal
balance
of all the
Group I Loans or
Group
II
Loans,
as
applicable,
as of the immediately preceding Distribution Date.
Subordinate
Certificate:
With
respect to Loan Group I, any one of the Class I-M
Certificates
or Class
I-B-1,
Class I-B-2 and Class I-B-3
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as Exhibit B and Exhibit C,
respectively.
With
respect to
Loan
Group
II,
any
one of the
Class
II-M
Certificates
or
Class
II-B-1,
Class
II-B-2
and
Class
II-B-3
Certificates,
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially in the form
annexed hereto as Exhibit B and Exhibit C, respectively.
Subordinate
Class
Percentage:
With
respect
to any
Distribution
Date and any
Class
of
Subordinate
Certificates,
a
fraction,
expressed
as a
percentage,
the
numerator
of
which is the
aggregate
Certificate
Principal Balance of such Class of Subordinate
Certificates
immediately prior to such date and the denominator of
which is the
aggregate
Stated
Principal
Balance
of all of the
Mortgage
Loans in the
related
Loan Group (or
related
REO
Properties)
(other than the
related
Discount
Fraction of each
related
Discount
Mortgage
Loan)
immediately prior to such Distribution Date.
Subordinate
Percentage:
With
respect to any Loan Group,
as of any date of
determination
a percentage
equal to 100% minus the related Senior Percentage as of that date.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and Loan
Group and each
Class of related
Subordinate
Certificates,
(a) the sum of the following:
(i) such Class’s pro rata share, based
on the Certificate
Principal Balance of each Class of related
Subordinate
Certificates then outstanding,
of the
aggregate
of the
amounts
calculated
(without
giving
effect
to
the
related
Senior
Percentages)
for
such
Distribution
Date for the related Loan Group under
clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A)
to the
extent not payable to the related Senior
Certificates;
(ii) such Class’s pro rata share, based on the Certificate
Principal
Balance
of
each
Class
of
related
Subordinate
Certificates
then
outstanding,
of
the
principal
collections
described in Section
4.02(a)(ii)(Y)(B)(b)
for the related Loan Group
(without
giving effect to the
related Senior Accelerated
Distribution
Percentages) to the extent such collections are not otherwise
distributed
to the related Senior
Certificates;
(iii) the product of (x) the related Prepayment
Distribution
Percentage and
(y) the aggregate of all Principal
Prepayments in Full received in the related
Prepayment Period and Curtailments
received in the preceding
calendar month for the related Loan Group (other than the related
Discount
Fraction of
such
Principal
Prepayments
in Full and
Curtailments
with respect to a related
Discount
Mortgage Loan) to the
extent not
payable to the
related
Senior
Certificates;
(iv) if such Class is the Class of related
Subordinate
Certificates
with the Highest
Priority,
any related
Excess
Subordinate
Principal
Amount for the related Loan
Group for such
Distribution
Date not paid to the related Senior
Certificates;
and (v) any amounts
described in
clauses (i), (ii) and (iii) as determined for any previous
Distribution
Date,
that remain
undistributed
to the
extent that such amounts are not
attributable
to Realized
Losses which have been allocated to a Class of related
Subordinate
Certificates
minus (b) the sum of (i) with respect to the Class of Subordinate
Certificates with the
Lowest
Priority,
any
related
Excess
Subordinate
Principal
Amount for such
Distribution
Date;
and (ii) the
related
Capitalization
Reimbursement
Amount for such Loan Group and
Distribution
Date,
other than the related
Discount
Fraction of any portion of that amount
related to each
related
Discount
Mortgage
Loan in the related
Loan Group,
multiplied by a fraction,
the numerator of which is the Subordinate Principal Distribution
Amount for
such
Class
of
related
Subordinate
Certificates,
without
giving
effect
to
this
clause
(b)(ii),
and
the
denominator
of which is the sum of the
principal
distribution
amounts
for all Classes of
Certificates
in the
related
Certificate
Group (other than the Class A-P
Certificates),
without
giving effect to any reductions for
the Capitalization Reimbursement Amount.
Super Senior Certificates:
Any of the Class I-A-3 Certificates.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, (i) as to each
Uncertificated
REMIC I
Regular
Interest
other
than each
Uncertificated
REMIC I Regular
Interest
Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the Related Classes of Certificates
(excluding any Interest Only
Certificates) if the
Pass-Through
Rate on such
Classes were equal to the Uncertificated
Pass-Through Rate on such Uncertificated
REMIC I Regular Interest,
(ii)
as to each
Uncertificated
REMIC I Regular
Interest Z and each
Uncertificated
REMIC III Regular Interest Z1, an
amount equal to one month’s interest at the Pool Strip Rate
of the related
Mortgage Loan on the principal
balance
of such Mortgage Loan reduced by such
Interest’s
pro-rata
share of any prepayment
interest
shortfalls or other
reductions
of
interest
allocable
to the Class
I-A-V
Certificates,
(iii) as to each
Uncertificated
REMIC II
Regular
Interest
other than each
Uncertificated
REMIC II Regular
Interest Z, an amount equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on the Related
Classes of Certificates
(excluding any Interest Only
Certificates) if the Pass-Through
Rate on such Classes were
equal to the
Uncertificated
Pass-Through
Rate on such
Uncertificated
REMIC II Regular
Interest and (iv) as to
each Uncertificated
REMIC II Regular Interest Z and each
Uncertificated
REMIC III Regular Interest Z2, an amount
equal to one month’s
interest
at the Pool Strip Rate of the related
Mortgage
Loan on the
principal
balance of
such
Mortgage
Loan reduced by such
Interest’s
pro-rata
share of any
prepayment
interest
shortfalls or other
reductions of interest allocable to the Class II-A-V Certificates.
Uncertificated
Pass-Through Rate: With respect to each of the
Uncertificated
REMIC I Regular Interests,
other than the
Uncertificated
REMIC I Regular
Interests
Z, the per annum rate
specified in the
definition
of
Uncertificated
REMIC I Regular Interests.
With respect to each Uncertificated REMIC I Regular Interest Z and
each
Uncertificated
REMIC III Regular
Interest Z1, the Pool Strip Rate for the related
Mortgage Loan. With respect to
each of the
Uncertificated
REMIC II Regular Interests,
other than the Uncertificated
REMIC II Regular Interests
Z, the per annum rate specified in the definition of
Uncertificated
REMIC II Regular
Interests.
With respect to
each
Uncertificated
REMIC II Regular Interest Z and each
Uncertificated
REMIC III Regular Interest Z2, the Pool
Strip Rate for the related Mortgage Loan.
Uncertificated
Principal
Balance:
With
respect to each
Uncertificated
REMIC I Regular
Interest,
as
defined in the definition of Uncertificated
REMIC I Regular Interest.
With respect to each
Uncertificated
REMIC
II Regular Interest, as defined in the definition of Uncertificated
REMIC II Regular Interest.
Uncertificated
REMIC I Regular Interests:
The
Uncertificated
REMIC I Regular Interests Z together with
the interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in
REMIC I, and having the following characteristics:
1.
The
principal
balance
from
time
to time of each
Uncertificated
REMIC I
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such
table,
minus the sum of (x) the
aggregate
of all amounts
previously
deemed
distributed
with respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a)(ii)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses that
were
previously
deemed
allocated
to
the
Uncertificated
Principal
Balance
of
such
Uncertificated
REMIC I
Regular
Interest
pursuant
to
Section
10.04(d),
which
equals
the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC I Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
I
Regular
Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate
column of such table.
3.
The Uncertificated
REMIC I Regular Interest
Distribution Amount for each Uncertificated
REMIC
I Regular
Interest
identified
in the table below
shall be, for any
Distribution
Date,
the
amount deemed distributed with respect to such
Uncertificated
REMIC I Regular Interest on such
Distribution Date pursuant to the provisions of Section 10.04(a).
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC I
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
V
Class I-A-1, Class I-A-2
7.5%
$166,039,000.00
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
W
Class I-A-3, Class I-A-4, Class I-A-5,
6.00%
$332,078,000.00
Class I-A-6, Class I-A-7, Class I-A-8,
Class I-A-9, Class I-A-10 and Class
I-A-11
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
X
Class I-A-P
0.00%
$1,830,325.50
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Y
Class I-M-1, Class I-M-2, Class I-M-3,
6.50%
$37,054,050.26
Class I-B-1, Class I-B-2, Class I-B-3
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each
of
the
2,236
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 2,236,
each relating to the
particular
Mortgage
Loan
identified by such
sequential
number on the Mortgage
Loan
Schedule,
each having no
principal
balance,
and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC I Regular Interests Z Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated REMIC I Regular Interest
Distribution
Amounts:
With respect to each Uncertificated REMIC
I Regular
Interest,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the amount
specified
as the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
with
respect
thereto
in
the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to the
Uncertificated
REMIC I Regular
Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC II Regular
Interests:
The
Uncertificated
REMIC II Regular
Interests
Z together
with the interests
identified in the table below, each representing an undivided
beneficial ownership interest in
REMIC II, and having the following characteristics:
1.
The
principal
balance
from
time to time of each
Uncertificated
REMIC II
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such
table,
minus the sum of (x) the
aggregate
of all amounts
previously
deemed
distributed
with respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a)(ii)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses that
were
previously
deemed
allocated
to
the
Uncertificated
Principal
Balance
of
such
Uncertificated
REMIC II
Regular
Interest
pursuant
to
Section
10.04(d),
which
equals the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC II Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
II
Regular
Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate
column of such table.
3.
The Uncertificated
REMIC II Regular Interest
Distribution Amount for each Uncertificated REMIC
II Regular
Interest
identified
in the table below shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with respect to such
Uncertificated
REMIC II Regular
Interest on
such Distribution Date pursuant to the provisions of Section
10.04(a).
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated REMIC II
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
X
Class II-A-P
0.00%
$879,871.78
----------------------------
----------------------------------------- ----------------------
------------------------
----------------------------
----------------------------------------- ----------------------
------------------------
Y
Class II-A-1, Class II-M-1, Class
5.75%
$103,166,642.10
II-M-2, Class II-M-3, Class II-B-1,
Class II-B-2, Class II-B-3, Class R-III
----------------------------
----------------------------------------- ----------------------
------------------------
Uncertificated
REMIC
II
Regular
Interests
Z:
Each
of
the
594
uncertificated
partial
undivided
beneficial
ownership
interests
in the Trust Fund,
numbered
sequentially
from 1 to 594,
each
relating to the
particular
Mortgage
Loan
identified by such
sequential
number on the Mortgage
Loan
Schedule,
each having no
principal
balance,
and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC II Regular Interests Z Distribution
Amount:
With respect to any Distribution Date,
the sum of the
amounts
deemed to be
distributed
on the
Uncertificated
REMIC II Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC II Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests Z, the amount specified as
the
Uncertificated
REMIC II Regular
Interest
Distribution
Amount with
respect
thereto in the
definition
of
Uncertificated
REMIC II Regular Interests.
With respect to the
Uncertificated
REMIC II Regular Interests Z, the
Uncertificated REMIC II Regular Interests Z Distribution Amount.
Uncertificated
REMIC III Regular
Interest Z: Any of the
Uncertificated
REMIC III Regular
Interests Z1
and Uncertificated REMIC III Regular Interests Z2
Uncertificated
REMIC III
Regular
Interests
Z1:
Each of the
2,236
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC III
numbered
sequentially
from 1 through
2,236 each
relating to the
identically
numbered
Uncertificated
REMIC I Regular
Interests Z, each having no
principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z, comprising such
Uncertificated
REMIC III Regular Interests Z1’s pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC
III
Regular
Interests
Z2:
Each
of the
594
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC III
numbered
sequentially
from 1
through
594 each
relating
to the
identically
numbered
Uncertificated
REMIC II Regular
Interests Z, each having no principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC II Regular Interests Z, comprising
