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-QS12
________________________________________________________________________________
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S>
<C>
<C>
ARTICLE I
DEFINITIONS...............................................................3
Section 1.01
Definitions.........................................................3
Section 1.02
Use of Words and
Phrases...........................................20
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........21
Section 2.01
Conveyance of
Mortgage Loans.......................................21
Section 2.02
Acceptance by
Trustee..............................................27
Section 2.03
Representations,
Warranties and Covenants of the Master
Servicer and the
Company...........................................28
Section 2.04
Representations
and Warranties of Sellers.(See Section 2.04
of the Standard
Terms).............................................33
Section 2.05
Execution and
Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I
Certificates..........33
Section 2.06
Conveyance of
Uncertificated REMIC I Regular Interests;
Acceptance by the
Trustee..........................................33
Section 2.07
Issuance of
Certificates Evidencing Interest in REMIC II...........33
Section 2.08
Purposes and
Powers of the Trust. (See Section 2.08 of the
Standard
Terms)....................................................33
Section 2.09
Agreement
Regarding Ability to Disclose............................34
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................35
Section 3.01 Master Servicer to Act
as Servicer. (See Section 3.01 of
the Standard
Terms)................................................35
Section 3.02 Subservicing
Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers' Obligations. (See
Section 3.02 of the Standard
Terms)................................35
Section 3.03 Successor
Subservicers. (See Section 3.03 of the Standard
Terms).............................................................35
Section 3.04 Liability of the
Master Servicer. (See Section 3.04 of the
Standard
Terms)....................................................35
Section 3.05 No Contractual
Relationship Between Subservicer and Trustee
or Certificateholders. (See Section 3.05 of the Standard
Terms)....35
-i-
<PAGE>
TABLE OF CONTENTS
(Continued)
PAGE
Section 3.06 Assumption or
Termination of Subservicing Agreements by Trustee.
(See Section 3.06 of the Standard
Terms)...........................35
Section 3.07 Collection of Certain
Mortgage Loan Payments; Deposits to
Custodial Account. (See Section 3.07 of the Standard
Terms)........35
Section 3.08 Subservicing Accounts;
Servicing Accounts. (See Section 3.08
of the Standard
Terms).............................................35
Section 3.09 Access to Certain
Documentation and Information Regarding
the Mortgage Loans. (See Section 3.09 of the Standard
Terms).......35
Section 3.10 Permitted Withdrawals
from the Custodial Account. (See Section
3.10 of the Standard
Terms)........................................35
Section 3.11 Maintenance of the
Primary Insurance Policies; Collections
Thereunder. (See Section 3.11 of the Standard
Terms)...............35
Section 3.12 Maintenance of Fire
Insurance and Omissions and Fidelity
Coverage. (See Section 3.12 of the Standard Terms)
................35
Section 3.13 Enforcement of
Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments. (See Section 3.13 of the
Standard
Terms)....................................................35
Section 3.14 Realization Upon
Defaulted Mortage Loans. (See Section 3.14 of
the Standard
Terms)................................................35
Section 3.15 Trustee to Cooperate;
Release of Custodial Files...................36
Section 3.16 Servicing and Other
Compensation; Compensating Interest.
(See Section 3.16 of the Standard
Terms)...........................37
Section 3.17 Reports to the Trustee
and to the Company. (See Section 3.17
of the Standard
Terms).............................................37
Section 3.18 Annual Statement as to
Compliance and Servicing Assessment.
(See Section 3.18 of the Standard
Terms)...........................37
Section 3.19 Annual Independent
Public Accountants' Servicing Report.
(See Section 3.19 of
the Standard Terms)..........................37
Section 3.20 Rights of the Company
in Respect of the Master Servicer.
(See Section 3.20 of the Standard
Terms)...........................37
Section 3.21 Administration of
Buydown Funds. (See Section 3.21 of the
Standard
Terms)....................................................37
Section 3.22 Advance Facility. (See
Section 3.22 of the
Standard Terms)........37
-ii-
<PAGE>
TABLE OF CONTENTS
(Continued)
PAGE
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................38
Section 4.01
Certificate
Account. (See Section 4.01 of the Standard Terms)......38
Section 4.02
Distributions......................................................38
Section 4.03
Statements to
Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting. (See Section 4.03 of the
Standard
Terms)....................................................47
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)...47
Section 4.05
Allocation of
Realized Losses......................................48
Section 4.06
Reports of
Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard
Terms)...........................49
Section 4.07
Optional
Purchase of Defaulted Mortgage Loans. (See Section
4.07 of the Standard
Terms)........................................49
Section 4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)..............49
Section 4.09
Reserve
Fund.......................................................59
ARTICLE V
THE
CERTIFICATES.........................................................50
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER......................................51
Section 6.01
Respective
Liabilities of the Company and the Master Servicer.
(See Section 6.01 of the Standard
Terms)...........................51
Section 6.02
Merger or
Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation of Duties by the Master
Servicer...........................................................51
Section 6.03
Limitation on
Liability of the Company, Master Servicer and
Others. (See Section 6.03 of the Standard
Terms)...................51
Section 6.04
Company and
Master Servicer Not to Resign. (See Section 6.04
of the Standard
Terms).............................................51
ARTICLE VII
DEFAULT..................................................................52
ARTICLE VIII CONCERNING
THE
TRUSTEE...................................................53
Section 8.01
Duties of the
Trustee. (See Section 8.01 of the Standard Terms)....53
Section 8.02
Certain Matters
Affecting the Trustee (See Section 8.02 of
the Standard
Terms)................................................53
-iii-
<PAGE>
TABLE OF CONTENTS
(Continued)
PAGE
Section 8.03
Trustee Not
Liable for Certificates or Mortgage Loans.
(See Section 8.03 of the Standard
Terms)...........................53
Section 8.04
Trustee May Own
Certificates. (See
Section 8.04 of the
Standard
Terms)....................................................53
Section 8.05
Master Servicer
to Pay Trustee's Fees and Expenses;
Indemnification. (See Section 8.05 of the Standard
Terms)..........53
Section 8.06
Eligibility
Requirements for Trustee (See Section 8.06 of
the Standard
Terms)................................................53
Section 8.07
Resignation and
Removal of Trustee.
(See Section 8.07 of
the Standard
Terms)................................................53
Section 8.08
Successor
Trustee. (See Section
8.08 of the Standard Terms).......53
Section 8.09
Merger or
Consolidation of Trustee. (See Section 8.09 of
the Standard
Terms)................................................54
Section 8.10
Appointment of
Co-Trustee or Separate Trustee (See Section
8.10 of the Standard Terms)
.......................................54
Section 8.11
Appointment of
Custodian...........................................54
Section 8.12
Appointment of
Office or Agency. (See
Section 8.12 of the
Standard
Terms)....................................................54
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF
ALL
CERTIFICATES.........................................................55
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..................................55
Section 9.02
Additional
Termination Requirements. (See Section 9.02 of
the Standard
Terms)................................................58
Section 9.03
Termination of
Multiple REMICs. (See
Section 9.03 of the
Standard
Terms)....................................................58
ARTICLE X
REMIC
PROVISIONS.........................................................59
Section 10.01
REMIC Administration.
(See Section 10.01of the Standard Terms).....59
Section 10.02
Master Servicer; REMIC
Administrator and Trustee Indemnification.
(See Section 10.02 of the Standard
Terms)..........................59
Section 10.03
Designation of
REMICs..............................................59
-iv-
<PAGE>
TABLE OF CONTENTS
(Continued)
PAGE
Section 10.04
Distributions on the
Uncertificated REMIC I Regular Interests
and the Uncertificated REMIC II Regular Interests
Z................59
Section 10.05
Compliance with
Withholding Requirements...........................61
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................62
Section 11.01
Amendment. (See
Section 11.01 of the Standard Terms)...............62
Section 11.02
Recordation of
Agreement;
Counterparts. (See Section 11.02
of the Standard
Terms).............................................62
Section 11.03
Limitation on Rights
of Certificateholders (See Section
11.03 of the Standard
Terms).......................................62
Section 11.04
Governing Law. (See
Section 11.04 of the Standard Terms)...........62
Section 11.05
Notices............................................................62
Section 11.06
Required Notices to
Rating Agency and Subservicer.
(See Section 11.06 of the Standard
Terms)..........................63
Section 11.07
Severability of
Provisions. (See Section 11.07 of the
Standard
Terms)....................................................63
Section 11.08
Supplemental
Provisions for Resecuritization. (See Section
11.08 of the Standard
Terms).......................................63
Section 11.09
Allocation of Voting
Rights........................................63
Section 11.10
No
Petition........................................................63
</TABLE>
-v-
<PAGE>
TABLE OF CONTENTS
(Continued)
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
-vi-
<PAGE>
This is a Series Supplement, dated as of September 1, 2006 (the
"Series
Supplement"), to the Standard Terms of Pooling and Servicing
Agreement, dated as
of March 1, 2006 and attached as Exhibit Four hereto (the "Standard
Terms" and,
together with this Series Supplement, the "Pooling and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL ACCREDIT
LOANS, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master
servicer (together with its permitted successors and
assigns, the "Master
Servicer"), and
DEUTSCHE BANK TRUST COMPANY AMERICAS, as
Trustee (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 the Yield
Maintenance Agreements
and amounts on deposit
in the Initial Monthly
Payment
Fund, as two 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.
1
<PAGE>
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.
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
PASS-
CERTIFICATE
THROUGH
PRINCIPAL
MATURITY
FITCH/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
MOODY'S/S&P
DENOMINATIONS(2)
<S>
<C>
<C>
<C>
<C>
<C>
<C>
I-A-1
6.50% $100,000,000.00
Senior/ Fixed Rate September
25, 2036 AAA/Aaa/AAA
$25,000.00
I-A-2
6.50%
$1,000,000.00
Senior/Retail/
September 25, 2036 AAA/Aaa/AAA
$1,000.00
Fixed Rate
I-A-3
0.50%
$0.00(3)
Senior/Interest
September 25, 2036 AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
</TABLE>
___________________________
(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
issued in
minimum dollar
denominations
as indicated above (by Certificate Principal
Balance or Notional
Amount, as
applicable)
and integral multiples of $1 in
excess thereof, except
that one Certificate of each of the Class B-1, Class B-2
and Class B-3 Certificates shall be issued in a denomination equal
to the sum of
the related
minimum denomination set forth above and the remainder of the
aggregate initial
Certificate
Principal Balance of such class of Class B
Certificates.
(3) Each of the Class I-A-3, II-A-2, Class II-A-6, Class
II-A-8, Class II-A-13,
Class II-A-16,
Class II-A-17 and Class II-A-19
Certificates
does not have a
Certificate Principal Balance. For the purpose of calculating
interest payments,
(i) interest on the Class I-A-3 Certificates will accrue on a notional
amount
equal to the
Certificate Principal
Balance of the Class I-A-4 Certificates
immediately prior to the related Distribution Date, (ii) interest on the
Class
II-A-2 Certificates
will accrue on a
notional amount
equal to the
aggregate
Certificate Principal Balance of the Class II-A-1, Class II-A-5 and
Class II-A-7
Certificates
immediately prior to the related Distribution Date, (iii)
interest
on the Class II-A-6
Certificates will
accrue on a notional amount equal to the
Certificate Principal Balance of the Class II-A-5 Certificates
immediately prior
to the related Distribution Date, (iv) interest on the Class II-A-8
Certificates
will accrue on a notional amount equal to the Certificate
Principal Balance of
the Class II-A-7
Certificates
immediately
prior to the related
Distribution
Date, (v) interest on the Class II-A-13 Certificates will accrue on a notional
amount equal
to the Certificate Principal Balance of the Class II-A-12
Certificates
immediately prior to the related Distribution Date, (vi)
interest
on the Class II-A-16
Certificates will accrue on a notional amount equal to the
Certificate Principal
Balance of the Class
II-A-15 Certificates immediately
prior to the related
Distribution Date,
(vii) interest on the Class II-A-17
Certificates will
accrue on a notional
amount equal to the product of (x) a
fraction, the
numerator of which is
0.377133187 and
denominator
of which is
0.50, and (y) the
aggregate Certificate Principal Balance of the sum of the
Class II-A-4 and Class
II-A-10 Certificates
immediately
prior to the
related
Distribution Date, and
(viii) interest on the Class II-A-19 Certificates will
accrue on a notional
amount equal to the sum of (a) the Certificate Principal
Balance of the Class
II-A-12 Certificates immediately prior to the related
Distribution Date,
multiplied
by a fraction, the numerator of which is
1.714231208 and the denominator of which is 6.50, (b) the
Certificate
Principal
Balance of the Class
II-A-15 Certificates immediately prior to the related
Distribution Date, multiplied by a fraction, the numerator of which is 0.50
and
the denominator of which is 6.50, and (c) the Certificate
Principal Balance of
the Class II-A-18
Certificates
immediately prior to
the related
Distribution
Date, multiplied by a
fraction, the
numerator of which is 0.761414887 and the
denominator of which is 6.50.
<TABLE>
<CAPTION>
(4)
---------------
-------------- ---------------------------------
--------------------------- -----------
Adjustable
Rates:
Initial
Formula
Maximum
Minimum
<S>
<C>
<C>
<C>
<C>
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-1
6.03%
LIBOR + 0.70%
9.50%, subject to the
0.70%
Available Funds Cap
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-2
0.22%
5.55% - LIBOR
5.55%
0.00%
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-5
5.58%
LIBOR + 0.25%
9.5%, subject to the
0.25%
Available Funds Cap
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-6
0.45%
6.00% - LIBOR
0.45%
0.00%
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-7
5.98%
LIBOR + 0.65%
12.00%, subject to the 0.65%
Available Funds Cap
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-8
0.30%
5.85% - LIBOR
0.30%
0.00%
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-9
5.71%
LIBOR + 0.38%
(x) 8.00% times (y) 30 0.38%
divided by the actual
number of days in the
related Interest Accrual
Period
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-12
5.53%
LIBOR + 0.20%
(x) 7.50% times (y) 30 0.20%
divided by the actual
number of days in the
related Interest Accrual
Period
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-13
2.523%
7.50% - (x) the sum of LIBOR +
7.30%
0.00%
0.20%, times (y) the actual
number of days in the related
Interest Accrual Period divided
by 30
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-14
11.242434192%
(a) 8.00% - (x)
the sum of
31.43637663%
0.00%
LIBOR + 0.38%, times
(y) the actual number of days
in the related Interest Accrual
Period divided by 30, times (b)
3.9295470787
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-15
5.83%
LIBOR + 0.50%
7.00%
0.50%
---------------
-------------- ---------------------------------
--------------------------- -----------
Class II-A-16
1.17%
6.50% - LIBOR
6.50%
0%
---------------
-------------- ---------------------------------
--------------------------- -----------
</TABLE>
The Class II-A-1,
Class II-A-5 and Class
II-A-7 Certificates
will represent
ownership of regular
interests in REMIC II,
together with certain rights to
payments to be made from amounts received under the related Yield
Maintenance
Agreement which will
be deemed made for federal income tax purposes outside of
REMIC II.
2
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE
INITIAL
PASS-
CERTIFICATE
THROUGH
PRINCIPAL
MATURITY
FITCH/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
MOODY'S/S&P
DENOMINATIONS(2)
<S>
<C>
<C>
<C>
<C>
<C>
<C>
I-A-4
6.00%
$26,677,000.00
Senior/Lockout/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Fixed Rate
II-A-1
Adjustable
$20,000,000.00
Senior/Floater/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Adjustable Rate
II-A-2
Adjustable
$0.00(3)
Senior/Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
Floater/Adjustable
Rate
II-A-3
6.00%
$40,000,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
II-A-4
6.00%
$62,800,000.00
Senior/Lockout/Fixed September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate
II-A-5
Adjustable
$31,550,000.00
Senior/Floater/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Adjustable Rate
II-A-6
Adjustable
$0.00(3) Senior
/Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
Floater/Adjustable
Rate
II-A-7
Adjustable
$53,340,000.00
Senior/Super Senior/ September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable
Rate
II-A-8
Adjustable
$0.00(3) Senior/
Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/ Inverse
Floater/Adjustable
Rate
II-A-9
Adjustable
$6,367,666.00 Senior/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable
Rate
II-A-10
6.00%
$3,600,000.00
Senior/Senior
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Support/Lockout/Fixed
Rate
II-A-11
5.00%
$40,000,000.00
Senior/Fixed Rate
September 25, 2036
AAA/Aaa/AAA
$25,000.00
II-A-12
Adjustable
$22,368,000.00 Senior/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable
Rate
II-A-13
Adjustable
$0.00(3) Senior/Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
Floater/Adjustable
Rate
II-A-14
Adjustable $1,620,458.00
Senior/
Inverse
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable
Rate
II-A-15
Adjustable
$40,744,973.00 Senior/
September 25, 2036
AAA/Aaa/AAA
$25,000.00
Rate(4)
Floater/Adjustable
Rate
II-A-16
Adjustable
$0.00(3) Senior/ Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(4)
Only/Inverse
Floater/Adjustable
Rate
II-A-17
0.50%
$0.00(3) Senior/ Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
II-A-18
5.75%
$49,972,903.00 Senior/
Fixed Rate September
25, 2036
AAA/Aaa/AAA
$25,000.00
II-A-19
6.50%
$0.00(3) Senior/ Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
A-P
0.00%
$2,005,760.54
Senior/Principal Only September 25, 2036
AAA/Aaa/AAA
$25,000.00
A-V
Variable
$0.00(6) Senior/Interest
September 25, 2036
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Only/ Variable
Rate
R-I
6.50%
$100.00
Senior/Residual/Fixed September 25, 2036
AAA/Aaa/AAA
(7)
Rate
R-II
6.50%
$100.00
Senior/Residual/Fixed September 25, 2036
AAA/Aaa/AAA
(7)
Rate
M-1
6.50%
$22,194,000.00
Mezzanine/Fixed Rate September 25, 2036
AA/NA/NA
$25,000.00
M-2
6.50%
$5,683,500.00
Mezzanine/Fixed Rate September 25, 2036
A/NA/NA
$250,000.00
M-3
6.50%
$4,330,300.00
Mezzanine/Fixed Rate September 25, 2036
BBB/NA/NA
$250,000.00
B-1
6.50%
$2,706,500.00
Subordinate/Fixed
September 25, 2036
BB/NA/NA $250,000.00
Rate
B-2
6.50%
$2,165,200.00
Subordinate/Fixed
September 25, 2036
B/NA/NA
$250,000.00
Rate
(5) The initial
Pass-Through Rate on the Class A-V Certificates is 0.4937%.
(6) The Class A-V Certificates do not have a principal balance.
For the purpose
of calculating
interest payments, interest will accrue on a notional
amount
equal to the aggregate stated principal balance of the mortgage
loans, which is
initially equal to $541,291,676.88.
(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%.
3
<PAGE>
AGGREGATE
INITIAL
PASS-
CERTIFICATE
THROUGH
PRINCIPAL
MATURITY
FITCH/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
MOODY'S/S&P
DENOMINATIONS(2)
B-3
6.50%
$2,165,216.34
Subordinate/Fixed
September 25, 2036
NA/NA/NA
$250,000.00
Rate
</TABLE>
4
<PAGE>
The Group I Loans have an aggregate principal balance as of the
Cut-off
Date of $137,862,642.34. The Group II Loans have an
aggregate principal balance
as of the Cut-off Date of $403,429,034.54 The Mortgage Loans have an
aggregate
principal balance as of the Cut-off Date of $541,291,676.88.
In consideration of the mutual agreements herein contained, the
Company,
the Master Servicer and the Trustee agree as follows:
5
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date, 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, other than the Class A-9 Certificates and Class A-12
Certificates will
be calculated
on the basis of a 360-day year, consisting of twelve 30-day
months. Accrued
Certificate Interest on the Class II-A-9 Certificates and Class
II-A-12 Certificates
is calculated on the basis of the actual number of days in
the related Interest
Accrual Period and a 360-day year. 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 not allocated solely to one or more specific
Classes
of Certificates pursuant to Section 4.05,
(iii) the interest
portion of any
Advances that were made with respect
to delinquencies
that were ultimately determined to be Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses or Extraordinary Losses, and
(iv) any other
interest shortfalls
not covered by the
subordination
provided by the Class M Certificates and Class B Certificates,
including interest
that is not
collectible
from the Mortgagor
pursuant to the Servicemembers Civil Relief Act, 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 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
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 Class M
Certificates and
the Class B
Certificates in
proportion to the
respective
amounts of Accrued
6
<PAGE>
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
II-A-1, Class
II-A-2,
Class II-A-5, Class
II-A-6, Class II-A-7,
Class II-A-8,
Class II-A-9,
Class
II-A-12, Class
II-A-13, Class II-A-14, Class II-A-15 or Class II-A-16
Certificates.
Aggregate Available
Distribution Amount: With respect to a Distribution
Date, the sum of the
Available Distribution Amounts for both Loan Groups
for
such Distribution Date.
Aggregate Senior
Interest Distribution Amount: With respect to a
Distribution Date, the sum of the Senior Interest Distribution Amounts for both
Loan Groups for such Distribution Date.
Aggregate Senior
Principal Distribution Amount: With respect to a
Distribution Date, the sum of the Senior Principal Distribution
Amounts for both
Loan Groups for such Distribution Date.
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, (vii) the proceeds of any Pledged Assets
received by the
Master Servicer and (viii) any additional amounts to be included
with respect to
such Loan Group, as applicable, pursuant to Section 4.02(i),
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).
7
<PAGE>
Available
Funds Cap: With respect to any Distribution Date on or before the
Distribution Date in January 2009 and the Class II-A-1 Certificates, 6.25% per
annum plus the Yield
Maintenance
Payment with respect to the Class II-A-1
Certificates, if any, for such Distribution Date, expressed as a
per annum rate.
With respect to any Distribution Date after January 2009, 6.25% per
annum. With
respect to any
Distribution Date on
or before the
Distribution Date in
April
2018 and the
Class II-A-5 Certificates, 6.25% per annum plus the Yield
Maintenance Payment with respect to the Class II-A-5 Certificates, if any, for
such Distribution
Date, expressed as a per annum rate. With respect to any
Distribution Date
after April 2018, 6.25% per annum. With respect to any
Distribution Date on
or before the
Distribution Date in
January 2009 and
the
Class II-A-7
Certificates, 6.50%
per annum plus the Yield Maintenance Payment
with respect to the Class II-A-7 Certificates, if any, for such Distribution
Date, expressed as a per annum rate. With respect to any
Distribution Date after
January 2009, 6.50% per annum.
Bankruptcy Amount:
As of any date of
determination prior to
the first
anniversary of the
Cut-off Date, an amount equal to the excess, if any, of (A)
$395,022 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific
Classes of Certificates in accordance with Section 4.05 of
this Series
Supplement. As of any
date of determination
on or after the first
anniversary of the Cut-off Date, an amount equal to the excess, if
any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding
such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding
such date of
determination)
(for purposes of this definition, the
"Relevant Anniversary") and (b) the greatest of:
(A) (i) if the aggregate principal balance of the
Non-Primary Residence
Loans as of the
Relevant Anniversary
is
less than 10% of the Stated Principal Balance of the Mortgage
Loans as of the
Relevant Anniversary, $0.00, or (ii) if the
aggregate principal
balance of the Non-Primary Residence Loans as
of the Relevant
Anniversary
is equal to or greater
than 10% of
the Stated
Principal Balance of the Mortgage Loans as of the
Relevant Anniversary,
the sum of (I) the aggregate principal
balance of the
Non-Primary Residence
Loans with a Loan-to-Value
Ratio of greater
than 80.00% but less than or equal to
90.00%
(other than Additional
Collateral Loans),
times 0.25%, (II) the
aggregate principal
balance of the
Non-Primary Residence
Loans
with a Loan-to-Value
Ratio of greater than
90.00% but less than
or equal to 95.00%
(other than
Additional
Collateral
Loans),
times 0.50%, and (III)
the aggregate
principal balance of the
Non-Primary Residence Loans with a Loan-to-Value Ratio of
greater
than 95.00% (other than Additional Collateral Loans) times
0.75%,
in each case as of the Relevant Anniversary;
(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 Mortgage Pool (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
8
<PAGE>
(based on the principal balance of the Mortgage
Loans as of the
Relevant Anniversary)
of the Net Mortgage
Rates of all Mortgage
Loans 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
Mortgage Pool as of
the Relevant
Anniversary, and (z)
one plus
the quotient of the
number of all
Non-Primary Residence
Loans
remaining in the
Mortgage Pool divided by the total number of
Outstanding Mortgage
Loans in the Mortgage Pool 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 Mortgage Pool
as of the Relevant
Anniversary
having a Loan-to-Value Ratio
(other than Additional
Collateral
Loans) at origination
which
exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy Losses allocated
solely to one or more
specific Classes of
Certificates
in accordance
with Section 4.05 since the Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
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 II-A-1, Class
II-A-2, Class II-A-3,
Class II-A-4,
Class II-A-5,
Class
II-A-6, Class II-A-7, Class II-A-8, Class II-A-9, Class II-A-10,
Class II-A-11,
Class II-A-12, Class II-A-13, Class II-A-14, Class II-A-15, Class
II-A-16, Class
II-A-17, Class
II-A-18, Class
II-A-19, Class A-V,
Class A-P, Class R-I, Class
R-II, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates.
9
<PAGE>
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-QS12"
and which must be an Eligible
Account.
Certificate Group:
With respect to Loan Group I, the Group I Senior
Certificates,
and with respect to Loan Group II, the Group II Senior
Certificates.
Certificate Policy:
None.
Class I-A Certificates: The Class I-A-1, Class I-A-2, Class I-A-3 and
Class I-A-4 Certificates.
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
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 92.74% and will in no event exceed
100%.
Class II-A Certificates: The Class II-A-1, Class II-A-2, Class II-A-3,
Class II-A-4, Class
II-A-5, Class II-A-6,
Class II-A-7,
Class II-A-8,
Class
II-A-9, Class II-A-10,
Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-14, Class
II-A-15, Class
II-A-16, Class
II-A-17, Class II-A-18 and Class
II-A-19 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
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 92.72% and will in no event
exceed 100%.
Class II-A-1 Yield Maintenance Agreement: The agreement, dated as
of the
Closing Date, between the Trustee and the Yield Maintenance
Agreement
Provider,
relating to the Class
II-A-1 Certificates, or any replacement, substitute,
collateral or other arrangement in lieu thereto.
Class II-A-5 Yield Maintenance Agreement: The agreement, dated as
of the
Closing Date, between the Trustee and the Yield Maintenance
Agreement
Provider,
relating to the Class
II-A-5 Certificates, or any replacement, substitute,
collateral or other arrangement in lieu thereto.
Class II-A-7 Yield Maintenance Agreement: The agreement, dated as
of the
Closing Date, between the Trustee and the Yield Maintenance
Agreement
Provider,
relating to the Class
II-A-7 Certificates, or any replacement, substitute,
collateral or other arrangement in lieu thereto.
Class B Certificates: The Class B-1, Class B-2 and Class B-3
Certificates.
Class M Certificates: The Class M-1, Class M-2 and Class M-3
Certificates.
10
<PAGE>
Class R Certificate:
Any one of the Class
R-I Certificates
and Class
R-II 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.
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 1761 East
St. Andrew
Place, Santa Ana, California
92705-4934, Attention: Residential Funding Corporation Series
2006-QS12.
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: 6.50% 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,
such Loan Group's
portion of an amount that is allocated among the Loan Groups
pro rata, based on the aggregate unpaid Class A-P Collection
Shortfalls for each
Loan Group, which
amount is equal to the excess of (a) the Aggregate Available
11
<PAGE>
Distribution Amount
over (b) the sum of (i) the Aggregate Senior Interest
Distribution Amount,
(ii) the Aggregate
Senior Principal
Distribution
Amount
(determined without regard to Section 4.02(a)(ii)(Z)(D) hereof),
(iii) the Class
A-P Principal Distribution Amount for Loan Group I and Loan Group
II (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 M-1, Class M-2, Class M-3, Class B-1 and Class B-2
Certificates.
Excess Subordinate
Principal Amount:
With respect to any
Distribution
Date on which the
Certificate Principal
Balance of the Class of Subordinate
Certificates 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 pursuant to
clause (E) of the definition of Class A-P
Principal Distribution
Amount. The Excess Subordinate Principal Amount will be
allocated between
the Loan Groups on a
pro rata basis in
accordance with
the
amount of Realized
Losses on the Mortgage Loans in each Loan Group allocated to
the Certificates on that Distribution Date.
Floater Certificates:
Any one of the Class
II-A-1, Class II-A-5, Class
II-A-7, Class II-A-9, Class II-A-12 and Class II-A-15
Certificates.
Fraud Loss Amount:
As of any date of
determination
after the Cut-off
Date, an amount equal to: (X) prior to the first anniversary of the
Cut-off Date
an amount equal to 3.00% of the aggregate outstanding principal balance of all
of the Mortgage Loans as of the Cut-off Date minus the aggregate
amount of Fraud
Losses allocated
solely to one or more
specific Classes of Certificates in
accordance with Section 4.05 of this Series Supplement since the
Cut-off Date up
to such date of
determination, (Y)
from the first to, but not including, the
second anniversary of the Cut-off Date, an amount equal to (1) the
lesser of (a)
the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date
and
(b) 2.00% of the aggregate outstanding principal balance of
all of the Mortgage
Loans as of the most
recent anniversary
of the Cut-off Date minus (2) the
aggregate amount
of Fraud Losses allocated solely to one or more specific
Classes of
Certificates in
accordance with
Section 4.05 since the most recent
anniversary of the Cut-off Date up to such date of determination, and (Z) from
the second to, but not including, the fifth anniversary of the
Cut-off Date, an
amount equal to (1)
the lesser
of (a) the
Fraud Loss Amount as of the most
recent anniversary
of the Cut-off Date and (b) 1.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of
the most recent
anniversary of the
Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to
one or more specific
Classes of Certificates in accordance
with Section 4.05
since the most recent
anniversary of the
Cut-off Date up to
such date of
determination. On and
after the fifth
anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss
Amount may be
further reduced by the Master Servicer
(including
accelerating the manner in which such coverage is reduced)
provided
that prior to any such
reduction, the Master
Servicer shall (i) obtain written
12
<PAGE>
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.
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
and Class R-I Certificates, which relate to and are payable
primarily from the Group I Loans.
Group II Senior
Certificates: The
Class II-A-1, II-A-2,
Class II-A-3,
Class II-A-4, Class
II-A-5, Class II-A-6,
Class II-A-7,
Class II-A-8,
Class
II-A-9, Class II-A-10,
Class II-A-11, Class II-A-12, Class II-A-13, Class
II-A-14, Class
II-A-15, Class
II-A-16, Class
II-A-17, Class II-A-18, Class
II-A-19 and Class R-II
Certificates, which
relate to and are payable primarily
from the Group II Loans.
Initial Monthly
Payment Fund:
With respect to the
Group I Loans, $0,
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,
$0, 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-3
Certificates,
$26,677,000, with respect to the Class II-A-2 Certificates,
$104,890,000,
with
respect to the Class II-A-6 Certificates, $31,550,000, with respect
to the Class
II-A-8
Certificates,
$53,340,000,
with respect
to the Class II-A-13
Certificates,
$22,368,000, with
respect to the Class II-A-16 Certificates,
$40,744,973, with
respect to the Class II-A-17 Certificates, $50,083,287, with
respect to the Class II-A-19 Certificates, $14,887,157, and with respect to
the
Class A-V Certificates or Subclass thereof issued pursuant to
Section 5.01(c) of
the Standard Terms, the aggregate Cut-off Date Principal Balance of
the Mortgage
Loans
corresponding to
the Uncertificated REMIC I Regular Interests Z
represented by such Class or Subclass on such date.
Initial Subordinate
Class Percentage: With respect to each Class of
Subordinate
Certificates, an
amount which is equal
to the initial
aggregate
Certificate Principal Balance of such Class of Subordinate
Certificates
divided
by the aggregate
Stated Principal
Balance of all the
Mortgage Loans as of the
Cut-off Date, as follows:
Class M-1: 4.10%
Class B-1: 0.50%
Class M-2: 1.05%
Class B-2: 0.40%
Class M-3: 0.80%
Class B-3: 0.40%
13
<PAGE>
Interest Accrual Period: With respect to the Class I-A-1,
Class I-A-2,
Class I-A-3, Class
I-A-4, Class
II-A-1, Class II-A-3, Class II-A-4, Class
II-A-10, Class
II-A-11, Class
II-A-17, Class II-A-18, Class II-A-19, and Class
A-V Certificates,
and any Distribution
Date, the calendar
month preceding the
month in which such Distribution Date occurs. With respect to the Class
II-A-1,
Class II-A-2, Class
II-A-5, Class II-A-6,
Class II-A-7,
Class II-A-8,
Class
II-A-13, Class
II-A-14, Class II-A-15
and Class II-A-16 Certificates, and any
Distribution Date, the
period beginning on
the 25th day of the month preceding
the month in which the
Distribution Date
occurs and ending on
the 24th day of
the month in which such Distribution Date occurs. With respect to the Class
II-A-9 Certificates
and Class II-A-12
Certificates and any Distribution Date,
other than with respect to the Distribution Date occurring in October 2006,
the
period beginning on the immediately preceding Distribution Date and ending on
the day immediately preceding the current Distribution Date. With
respect to the
initial Distribution
Date, the Interest Accrual Period for the Class II-A-9
Certificates and Class
II-A-12 Certificates is the period beginning on the
Closing Date
and ending on the day immediately preceding the initial
Distribution Date.
Interest Only
Certificates: Any one
of the Class I-A-3,
Class II-A-2,
Class II-A-6, Class II-A-8, Class II-A-13, Class II-A-16, Class II-A-17, Class
II-A-19 and Class A-V Certificates. The Interest Only Certificates
will have no
Certificate Principal Balance.
Inverse Floater
Certificates:
Any of the Class
II-A-2, Class
II-A-6,
Class II-A-8, Class II-A-13, Class II-A-14 and Class II-A-16
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 I-A-4 Certificates, Class II-A-4
Certificates and Class II-A-10 Certificates.
Lockout 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.
14
<PAGE>
Maturity Date:
September 25, 2036, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage
Loan.
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
15
<PAGE>
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-3 Certificates, an amount equal to the Certificate
Principal Balance
of the Class
I-A-4 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-3 Certificates, the equivalent of the foregoing,
expressed as the
Uncertificated
Principal Balance of
Uncertificated
REMIC I
Regular Interest M
immediately
prior to that date;
(ii) with respect to the
Class II-A-2
Certificates,
an amount equal to the aggregate Certificate
Principal
Balance of
the Class II-A-1, Class II-A-5 and Class II-A-7
Certificates
immediately prior to
such date, provided,
however, for federal
income tax purposes,
as of any Distribution Date, with respect to the Class
II-A-2 Certificates, the equivalent of the foregoing, expressed as
the aggregate
Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interests
N,
Q and R immediately
prior to that date;
(iii) with respect to the Class II-A-6
Certificates, an
amount equal to the Certificate Principal Balance of the Class
II-A-5 Certificates
immediately
prior to such date,
provided, however, for
federal income tax purposes, as of any Distribution Date, with respect to the
Class II-A-6
Certificates, the
equivalent of the
foregoing, expressed
as the
Uncertificated
Principal Balance of
Uncertificated REMIC I
Regular Interest Q
immediately prior
to that date; (iv) with respect to the Class II-A-8
Certificates, an
amount equal to the Certificate Principal Balance of the Class
II-A-7 Certificates
immediately
prior to such date,
provided, however, for
federal income tax purposes, as of any Distribution Date, with respect to the
Class II-A-8
Certificates, the
equivalent of the
foregoing, expressed
as the
Uncertificated
Principal Balance of
Uncertificated REMIC I
Regular Interest R
immediately prior
to that date; (v) with respect to the Class II-A-13
Certificates, an
amount equal to the Certificate Principal Balance of the Class
II-A-12 Certificates
immediately prior to
such date, provided,
however, for
federal income tax purposes, as of any Distribution Date, with respect to the
Class II-A-13
Certificates, the
equivalent of the foregoing, expressed as the
Uncertificated
Principal Balance of
Uncertificated REMIC I
Regular Interest U
immediately prior
to that date; (vi) with respect to the Class II-A-16
16
<PAGE>
Certificates, an
amount equal to the Certificate Principal Balance of the Class
II-A-15 Certificates
immediately prior to
such date, provided,
however, for
federal income tax purposes, as of any Distribution Date, with respect to the
Class II-A-16
Certificates, the
equivalent of the foregoing, expressed as the
Uncertificated
Principal Balance of
Uncertificated REMIC I
Regular Interest W
immediately prior
to that date; (vii) with respect to the Class II-A-17
Certificates, an amount equal to the product of (x) a fraction, the
numerator of
which is 0.377133187 and the denominator of which is 0.50, and (y)
the aggregate
Certificate Principal Balance of the Class II-A-4 and Class II-A-10
Certificates
immediately prior to
such date,
provided, however, for federal income tax
purposes, as of any
Distribution
Date, with respect to the Class II-A-17
Certificates, the
equivalent of the foregoing, expressed as the
Uncertificated
Principal Balance of Uncertificated REMIC I Regular Interest P
immediately prior
to that date; (viii) with respect to the Class II-A-19 Certificates, an amount
equal to the sum (a) the Certificate Principal Balance of the Class II-A-12
Certificates
immediately prior to
such date, multiplied
by a fraction, the
numerator of which is 1.714231208 and the denominator of which is
6.50, (b) the
Certificate Principal
Balance of the Class
II-A-15 Certificates immediately
prior to such date, multiplied by a fraction, the numerator of
which is 0.50 and
the denominator of which is 6.50, and (c) the Certificate
Principal Balance of
the Class II-A-18 Certificates immediately prior to such date,
multiplied by a
fraction, the
numerator of which is 0.761414887 and the denominator of which
is
6.50, provided, however, for federal income tax purposes, as of any
Distribution
Date, with respect to
the Class II-A-19
Certificates,
the equivalent of the
foregoing, expressed
as the aggregate Uncertificated Principal Balance of
Uncertificated REMIC I
Regular Interests U, W
and X immediately
prior to that
date; and (ix) with respect to any Class A-V Certificates or Subclass thereof
issued pursuant to Section 5.01(c) of the Standard Terms,
the aggregate
Stated
Principal Balance of
the Mortgage Loans
corresponding
to the Uncertificated
REMIC I Regular
Interests Z 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, Class A-V 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
II-A-1 Certificates and the initial
Interest Accrual Period, 6.03% per annum, and as to any
Interest
Accrual Period
thereafter, a per
annum rate equal to LIBOR plus
0.70%, subject to a maximum rate of the Available Funds Cap and
a
minimum rate of 0.70% per annum. For federal income tax
purposes,
the Pass-Through
Rate described above will be subject to a
maximum rate equal to 6.25%.
o With
respect to the Class
II-A-2 Certificates and the initial
Interest Accrual
Period, 0.22% per
annum, and as to any Interest
Accrual Period
thereafter,
will be a per annum
rate equal to
5.55% minus LIBOR,
with a maximum rate of
5.55% per annum and a
minimum rate of 0.00% per annum.
17
<PAGE>
o With
respect to the Class
II-A-5 Certificates and the initial
Interest Accrual Period, 5.58% per annum, and as to any
Interest
Accrual Period
thereafter, a per
annum rate equal to LIBOR plus
0.25%, subject to a maximum rate of the Available Funds Cap and
a
minimum rate of 0.25% per annum. For federal income tax
purposes,
the Pass-Through
Rate described above will be subject to a
maximum rate equal to 6.25%.
o With
respect to the Class
II-A-6 Certificates and the initial
Interest Accrual Period, 0.45% per annum, and as to any
Interest
Accrual Period
thereafter,
will be a per annum
rate equal to
6.00% minus LIBOR,
with a maximum rate of
6.00% per annum and a
minimum rate of 0.00% per annum.
o With
respect to the Class
II-A-7 Certificates and the initial
Interest Accrual Period, 5.98% per annum, and as to any
Interest
Accrual Period
thereafter, a per
annum rate equal to LIBOR plus
0.65%, with a
maximum rate of the Available Funds Cap and a
minimum rate of 0.65% per annum. For federal income tax
purposes,
the Pass-Through
Rate described above will be subject to a
maximum rate equal to 6.50%.
o With
respect to the Class
II-A-8 Certificates and the initial
Interest Accrual Period, 0.30% per annum, and as to any
Interest
Accrual Period
thereafter,
will be a per annum
rate equal to
5.85% minus LIBOR,
with a maximum rate of
5.85% per annum and a
minimum rate of 0.00% per annum.
o With
respect to the Class
II-A-9 Certificates and the initial
Interest Accrual Period, 5.71% per annum, and as to any
Interest
Accrual Period
thereafter, a per
annum rate equal to LIBOR plus
0.38%, with a maximum
rate of the product of (x) 8.00% per annum
and (y) a fraction, the numerator of which is 30 and the
denominator of which
is the actual number of days in the related
Interest Accrual Period, and a minimum rate of 0.38% per annum.
o With
respect to the Class
II-A-12 Certificates
and the initial
Interest Accrual Period, 5.53% per annum, and as to any
Interest
Accrual Period
thereafter,
will be a per annum
rate equal to
LIBOR plus 0.20%, with a maximum rate of the product of (x)
7.00%
per annum and (y) a fraction, the numerator of which is 30 and
the denominator
of which is the
actual number of days in the
related Interest Accrual Period, and a minimum rate of 0.20%
per
annum.
o With
respect to the Class
II-A-13 Certificates
and the initial
Interest Accrual Period, 2.523% per annum, and as to any
Interest
Accrual Period thereafter, a per annum rate equal to 7.50%
minus
(x) the sum of LIBOR plus 0.20%, multiplied by (y) a fraction,
the numerator
of which is the actual number of days in the
related Interest
Accrual
Period
for the Class II-A-12
Certificates and the
denominator of which
is 30, with a maximum
rate of 7.30% per annum and a minimum rate of 0.00% per annum.
18
<PAGE>
o With
respect to the Class
II-A-14 Certificates
and the initial
Interest Accrual Period, 11.242434192% per annum, and as to any
Interest Accrual
Period thereafter, will be a per annum rate
equal to (a)
8.00% minus (x) the sum of LIBOR plus 0.38%,
multiplied by (y) a
fraction, the numerator of which is the
actual number of days in the related Interest Accrual Period for
the Class II-A-9 Certificates and the denominator of which is
30,
multiplied by
(b) 3.9295470787, with a maximum rate of
31.43637663% per annum and a minimum rate of 0.00% per annum.
o With
respect to the Class
II-A-15 Certificates
and the initial
Interest Accrual Period, 5.83% per annum, and as to any
Interest
Accrual Period
thereafter, a per
annum rate equal to LIBOR plus
0.50%, with a maximum
rate of 7.00% and a
minimum rate of 0.50%
per annum.
o With
respect to the Class
II-A-16 Certificates
and the initial
Interest Accrual Period, 1.17% per annum, and as to any
Interest
Accrual Period
thereafter,
will be a per annum
rate equal to
6.50% minus LIBOR,
with a maximum rate of
6.50% per annum and a
minimum rate of 0.00% per annum.
With respect to the
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 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
A-V Certificates and
the initial
Distribution Date the
Pass-Through
Rate is
equal to 0.4937% per annum. 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
corresponding to the
Uncertificated REMIC I
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
Principal Only
Certificates have no
Pass-Through Rate and
are not entitled to
Accrued Certificate Interest.
Pool Strip Rate: With
respect to each
Mortgage Loan, 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 of such Mortgage Loan (but not less than 0.00%
per annum).
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 Group I Senior Certificates for federal
income tax purposes, which assumes a prepayment rate equal to the
product of (x)
100% and (y) 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
1.0909091%
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 20.0% per annum.
19
<PAGE>
With respect to Loan Group II and the Group II Senior Certificates,
and
with respect to all the Mortgage Loans and the Subordinate Certificates, the
prepayment assumption
to be used for
determining the accrual of original issue
discount and premium and market discount on the Group II Senior
Certificates and
Subordinate
Certificates for
federal income tax purposes, which assumes a
prepayment rate equal
to the product of (x) 100% and (y) 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.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date and each Class of Subordinate Certificates and each Loan Group,
under the
applicable
circumstances set forth below, the respective percentages set forth
below:
(i) For
any Distribution
Date prior to the Distribution Date in
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 Subordinate Certificates are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding
with the Highest
Priority and each other Class
of Subordinate
Certificates
for which the
related Prepayment
Distribution Trigger has been satisfied, a fraction, expressed
as
a percentage, the numerator of which is the Certificate
Principal
Balance
of such Class immediately prior to such date and the
denominator of
which is the sum of the Certificate Principal
Balances immediately
prior to such date of (1) the Class of
Subordinate
Certificates then
outstanding
with the Highest
Priority and (2) all other Classes of Subordinate Certificates
for which the respective Prepayment Distribution Triggers have
been satisfied; and
(b) in the
case of each other Class of Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been satisfied, 0%; and
(iii) Notwithstanding
the foregoing, if the application of the
foregoing percentages
on any Distribution
Date as provided
in
Section 4.02
of this Series Supplement (determined without
regard to the proviso to the definition of "Subordinate
Principal Distribution
Amount") would result
in a distribution
in respect of principal of any Class or Classes of
Subordinate
Certificates in an amount greater than the remaining Certificate
Principal Balance thereof (any such class, a "Maturing Class"),
then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
20
<PAGE>
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 Subordinate Certificates (other than the Class 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 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 REO Properties) 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
Subordinate Certificates with a Lower Priority.
Principal Only Certificates: The Class A-P Certificates.
Record Date: With
respect to each
Distribution Date and
each Class of
Certificates, other
than the Adjustable Rate Certificates that are Book-Entry
Certificates, 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 that are
Book-Entry
Certificates, the
close of business on the Business Day immediately
preceding 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.
REMIC I: The segregated pool of assets (exclusive of the Yield
Maintenance
Agreements, which are
not assets of any
REMIC), with
respect to
which a REMIC election is to be made, consisting of:
(i) the
Mortgage Loans and the related Mortgage Files,
21
<PAGE>
(ii) all
payments and
collections
in respect of the
Mortgage
Loans due after the
Cut-off Date (other than Monthly
Payments due in the month of the Cut-off Date) as shall be
on deposit in the Custodial Account or in the Certificate
Account and identified
as belonging to the Trust Fund,
including the proceeds from the liquidation of Additional
Collateral for any
Additional
Collateral
Loan, but not
including amounts
on deposit in the Initial Monthly
Payment Fund,
(iii) property
which secured a
Mortgage Loan and which has been
acquired for the
benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the
hazard insurance policies and Primary Insurance
Policies, if any, the
Pledged Assets with respect to each
Pledged Asset Mortgage
Loan, if any, and the
interest in
the Surety
Bond, if any, transferred to the Trustee
pursuant to Section 2.01 herein, and
(v) all
proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I
Certificates.
REMIC II: The segregated pool of assets consisting of the
Uncertificated
REMIC I 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) 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
Loan
Group and any Distribution Date occurring on or prior to the
60th Distribution
Date, 100%. With respect to any Distribution Date thereafter and
such 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,
22
<PAGE>
(i) that any scheduled reduction to the Senior Accelerated
Distribution
Percentage described
above for either Loan Group shall not occur as of any
Distribution Date unless either:
(a)(1)(X) the outstanding principal balance of the Mortgage
Loans
in both Loan Groups delinquent 60 days or more (including Mortgage
Loans
which are in foreclosure, have been foreclosed or otherwise
liquidated,
or with respect to
which the Mortgagor
is in bankruptcy and any REO
Property) averaged
over the last six
months, as a
percentage
of the
aggregate outstanding
Certificate Principal
Balance of the Subordinate
Certificates, is less
than 50% or (Y) the outstanding principal balance
of Mortgage
Loans in both Loan Groups delinquent 60 days or more
(including Mortgage Loans which are in foreclosure, have been
foreclosed
or otherwise
liquidated, or with
respect to which the
Mortgagor is in
bankruptcy and any REO Property) averaged over the last six months,
as a
percentage of
the aggregate outstanding principal balance of all
Mortgage Loans
in the both Loan Groups averaged over the last six
months, does not exceed 2% and (2) Realized Losses on the Mortgage
Loans
in both Loan Groups
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 Subordinate Certificates; or
(b)(1) the outstanding
principal balance of Mortgage Loans in
both Loan Groups
delinquent 60 days or more (including Mortgage Loans
which are in foreclosure, have been foreclosed or otherwise
liquidated,
or with respect to
which the Mortgagor
is in bankruptcy and any REO
Property) averaged
over the last six
months, as a
percentage
of the
aggregate outstanding
principal balance of
all Mortgage Loans averaged
over the last six months, does not exceed 4% and (2)
Realized Losses on
the Mortgage
Loans in both Loan
Groups 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 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 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,
Group II Senior,
Class A-P or Class A-V
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.
23
<PAGE>
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 on such Distribution Date pursuant to Sections
4.02(a)(ii)(Z), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates: Any of the Class II-A-10
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:
As of any Distribution
Date, an amount equal to
$5,412,917 minus the
sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to
one or more specific
Classes of Certificates in accordance
with Section 4.05 of this Series Supplement and (ii) the Adjustment
Amount (as
defined below) as most recently calculated. For each anniversary of the
Cut-off
Date, the Adjustment
Amount shall be equal to the amount, if any, by which the
amount calculated in
accordance with the
preceding sentence
(without giving
effect to the deduction of the Adjustment Amount for such
anniversary)
exceeds
the greater
of (A) the greater of (i) the product of the Special Hazard
Percentage for such anniversary multiplied by the outstanding
principal balance
of all the Mortgage Loans on the Distribution Date immediately preceding such
anniversary and (ii)
twice the outstanding
principal balance of the Mortgage
Loan with the largest outstanding principal balance as of the
Distribution Date
immediately preceding such anniversary and (B) the greater of (i)
the product of
0.50% multiplied by the outstanding principal balance of all Mortgage Loans
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 of the
Mortgage Loans
secured by Mortgaged Properties located in the State of
California divided by
the aggregate
outstanding principal
balance (as of the
immediately preceding Distribution Date) of all of the Mortgage
Loans, expressed
as a percentage,
and the denominator of which is equal to 17.24% (which
percentage is equal to the percentage of Mortgage Loans 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 Mortgage
Loan secured by
a Mortgaged Property
(or, with respect to a Cooperative Loan, the related
Cooperative Apartment) located in the State of California.
24
<PAGE>
The Special Hazard Amount may be further reduced by the Master Servicer
(including
accelerating the manner in which coverage is reduced) provided that
prior to any such
reduction, the
Master Servicer shall (i) obtain written
confirmation from each
Rating Agency that such reduction shall not reduce the
rating assigned to any
Class of Certificates
by such Rating
Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing
Date by such
Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard
Percentage: As of each
anniversary of the Cut-off Date,
the greater of (i) 1.0% and (ii) the largest percentage obtained by
dividing the
aggregate
outstanding
principal
balance (as
of immediately preceding
Distribution Date) of the Mortgage Loans secured by Mortgaged
Properties located
in a single,
five-digit
zip code area in the State of California by the
outstanding principal
balance of all the
Mortgage Loans as of the immediately
preceding Distribution Date.
Subordinate
Certificate: Any one
of the Class M Certificates or Class
B-1, Class
B-2 and Class 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 (or REO
Properties)
(other than the
Discount Fraction of
each
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 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 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)(Z)(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
Subordinate
Certificates then
outstanding,
of the principal collections
described in Section
4.02(a)(ii)(Z)(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
25
<PAGE>
Senior Certificates; (iv) if such Class is the Class of 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 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 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
(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 II-A-7
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
II Regular
Interest Z, 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 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 II Regular Interest Z,
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 Interests.
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
26
<PAGE>
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
Distribution Amount for each 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).
<TABLE>
<CAPTION>
-------------------------- ---------------------------
--------------------- ------------------
UNCERTIFICATED REMIC I
RELATED CLASSES OF
PASS-THROUGH RATE
INITIAL
REGULAR
INTEREST
CERTIFICATES
PRINCIPAL BALANCE
-------------------------- ---------------------------
--------------------- ------------------
<S>
<C>
<C>
<C>
L
I-A-1, I-A-2, R-II, M-1,
6.50%
$140,244,816.34
M-2, M-3, B-1, B-2, B-3
-------------------------- ---------------------------
--------------------- ------------------
M
I-A-3, I-A-4
6.50%
$26,677,000.00
-------------------------- ---------------------------
--------------------- ------------------
N
II-A-1, II-A-2
6.25%
$20,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
O
II-A-3
6.00%
$40,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
P
II-A-4, II-A-10, II-A-17
6.377133187%
$66,400,000.00
-------------------------- ---------------------------
--------------------- ------------------
Q
II-A-2, II-A-5, II-A-6
6.25%
$31,550,000.00
-------------------------- ---------------------------
--------------------- ------------------
R
II-A-2, II-A-7, II-A-8
6.50%
$53,340,000.00
-------------------------- ---------------------------
--------------------- ------------------
S
II-A-9
The Pass-Through
$6,367,666.00
Rate for the Class
II-A-9 Certificates
-------------------------- ---------------------------
--------------------- ------------------
T
II-A-11
5.00%
$40,000,000.00
-------------------------- ---------------------------
--------------------- ------------------
U
II-A-12, II-A-13, II-A-19
9.214231208%
$22,368,000.00
-------------------------- ---------------------------
--------------------- ------------------
V
II-A-14
The Pass-Through
$1,620,458.00
Rate for the Class
II-A-14 Certificates
-------------------------- ---------------------------
--------------------- ------------------
W
II-A-15, II-A-16, II-A-19
7.50%
$40,744,973.00
-------------------------- ---------------------------
--------------------- ------------------
X
I-A-18, II-A-19
6.511414887%
$49,972,903.00
-------------------------- ---------------------------
--------------------- ------------------
Y
CLASS A-P
0.00%
$2,005,760.54
-------------------------- ---------------------------
--------------------- ------------------
</TABLE>
Uncertificated
REMIC I Regular Interests Z: Each of the 2,685
uncertificated partial
undivided beneficial
ownership interests in the Trust
Fund, numbered
sequentially
from 1 to 2,685,
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.
27
<PAGE>
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 Z: Each of the 2,685
uncertificated partial
undivided beneficial ownership interests in REMIC II
numbered sequentially
from 1 through 2,685,
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
II Regular
Interests Z's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated REMIC
II Regular Interests
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).
Undercollateralized
Amount: With
respect any Certificate Group and
Distribution Date, the excess of (i) the aggregate Certificate
Principal Balance
of such Certificate
Group over (ii) the aggregate Stated Principal Balance of
the Mortgage Loans in
the related Loan Group, in each case calculated on such
Distribution Date after giving effect to distributions to be made
thereon (other
than amounts to be distributed pursuant to Section 4.02(i) on
such Distribution
Date).
Undercollateralized
Certificate Group:
With respect any
Distribution
Date, a Certificate Group for which the related Undercollateralized Amount
exceeds zero.
Underwriters:
Credit Suisse
Securities
(USA)
LLC and GMAC RFC
Securities.
Yield Maintenance Agreement: Each of the Class II-A-1 Yield
Maintenance
Agreement, Class
II-A-5 Yield Maintenance Agreement and Class II-A-7 Yield
Maintenance Agreement.
Yield Maintenance
Agreement Excess Amount: For any Distribution Date,
with respect to each Yield Maintenance Agreement, the excess, if
any, of (i) the
amount paid under the related Yield Maintenance Agreement on such Distribution
Date over (ii) the amount calculated in accordance with the
definition of Yield
Maintenance Payment.
Yield Maintenance Agreement Provider: Credit Suisse International,
and
its successors
and assigns or any party to any replacement, substitute,
collateral or other arrangement in lieu thereof.
28
<PAGE>
Yield Maintenance
Payment: (a) For any
Distribution Date and the Class
II-A-1 Yield Maintenance Agreement, the payment, if any, to the
holders of the
Class II-A-1
Certificates
from amounts paid under the Class II-A-1 Yield
Maintenance Agreement.
With respect to any Distribution Date and the Class
II-A-1 Certificates,
the Yield Maintenance Payment shall be the amount equal to
(a) the product of (i)
the positive
excess, if any, of (A) the lesser of
(x)
LIBOR and (y) 8.80% per annum, over (B) 5.55% per annum, and (ii)
the lesser of
(x) the Certificate Principal Balance of the Class II-A-1 Certificates
immediately prior to the related Distribution Date, and (y) the
amount set forth
for that Distribution
Date in the
Additional
Terms table in the
Class II-A-1
Yield Maintenance Agreement.
(b)
For any Distribution
Date and the Class
II-A-5 Yield
Maintenance
Agreement, the
payment, if any, to the holders of the Class II-A-5
Certificates
from amounts
paid under the Class
II-A-5 Yield
Maintenance
Agreement.
With
respect to any Distribution Date and the Class II-A-5
Certificates,
the Yield
Maintenance Payment
shall be the
amount equal to (a) the product of (i) the
positive excess, if any, of (A) the lesser of (x) LIBOR and (y)
9.25% per annum,
over (B) 6.00% per annum, and (ii) the lesser of (x) the
Certificate
Principal
Balance of the
Class II-A-5 Certificates immediately prior to the related
Distribution Date, and
(y) the amount set forth for that Distribution Date in
the Additional Terms table in the Class II-A-5 Yield Maintenance
Agreement.
(c) For any
Distribution Date and
the Class II-A-7 Yield
Maintenance
Agreement, the
payment, if any, to the holders of the Class II-A-7
Certificates
from amounts
paid under the Class
II-A-7 Yield
Maintenance
Agreement.
With
respect to any Distribution Date and the Class II-A-7
Certificates,
the Yield
Maintenance Payment
shall be the
amount equal to (a) the product of (i) the
positive excess,
if any, of (A) the lesser of (x) LIBOR and (y)
11.35% per
annum, over (B) 5.85%
per annum,
and (ii) the
lesser of (x) the
Certificate
Principal Balance of
the Class II-A-7
Certificates
immediately
prior to the
related Distribution
Date, and (y) the
amount set forth for that Distribution
Date in the Additional
Terms table in the Class II-A-7 Yield Maintenance
Agreement, plus, to
the extent of available funds remaining in the Reserve Fund
after withdrawal
of the amount set
forth above in this
clause (c), an
amount
calculated as follows for such Distribution Date or any previous Distribution
Date: the positive excess, if any, of (A) the lesser of (x) LIBOR
and (y) 11.35%
per annum, over (B) 5.85% per annum, multiplied by the positive excess,
if any,
of the Certificate Principal Balance of the Class II-A-7 Certificates
immediately prior to the related Distribution Date over the amount
set forth for
that Distribution
Date in the Additional
Terms table in the Class II-A-7 Yield
Maintenance Agreement.
Section 1.02
Use of Words and
Phrases.
"Herein," "hereby," "hereunder," "hereof," "hereinbefore,"
"hereinafter"
and other equivalent
words refer to the
Pooling and Servicing
Agreement as a
whole. All references herein to Articles, Sections or Subsections
shall mean the
corresponding
Articles, Sections and
Subsections in the
Pooling and Servicing
Agreement. The
definitions
set forth herein
include both the singular and the
plural.
References in the Pooling and Servicing Agreement to "interest" on and
"principal" of the
Mortgage Loans shall mean, with respect to the Sharia
Mortgage Loans,
amounts in respect profit payments and acquisition payments,
respectively.
29
<PAGE>
Section 1.03. Determination of LIBOR.
LIBOR applicable to
the calculation of the
Pass-Through
Rates on the
Adjustable Rate
Certificates
for any Interest
Accrual Period (other
than the
initial Interest Accrual Period) will be determined as described
below:
On each Distribution
Date, LIBOR shall be established by the Trustee
and, as to any Interest Accrual Period, will equal the rate for one
month United
States dollar
deposits that appears on the Telerate Screen Page 3750 of the
Moneyline Telerate
Capital Markets Report as of 11:00 a.m., London time, on the
second LIBOR Business Day prior to the first day of such Interest
Accrual Period
("LIBOR Rate Adjustment Date"). "Telerate Screen Page 3750" means the
display
designated as page
3750 on the Telerate
Service (or such other page as may
replace page 3750 on that service for the purpose of displaying
London interbank
offered rates of major
banks). If such rate does not appear on such page (or
such other page as may replace that page on that service,
or if such service
is
no longer offered, any other service for displaying LIBOR or
comparable rates as
may be selected by the Trustee after consultation with the Master
Servicer), the
rate will be the
Reference Bank Rate. The "Reference Bank Rate" will be
determined on the
basis of the rates at
which deposits
in U.S. Dollars are
offered by the
reference banks
(which shall be any
three major banks that are
engaged in transactions in the London interbank market,
selected by the
Trustee
after consultation
with the Master
Servicer) as of 11:00 a.m., London time, on
the day that is one
LIBOR Business Day prior to the immediately preceding
Distribution Date to
prime banks in the London interbank market for a period of
one month in amounts
approximately equal to the aggregate Certificate Principal
Balance of the Adjustable Rate Certificates then outstanding. The Trustee will
request the principal
London office of each of the reference banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
will be the arithmetic mean of the quotations rounded up to the
next multiple of
1/16%. If on such date fewer than two quotations are provided as
requested, the
rate will be the arithmetic mean of the rates quoted by one or
more major banks
in New York City,
selected by the Trustee after consultation with the Master
Servicer, as of 11:00
a.m., New York City
time, on such date for loans in U.S.
Dollars to
leading European banks for a period of one month in amounts
approximately equal
to the aggregate Certificate Principal Balance of the
Adjustable Rate
Certificates
then outstanding. If no such quotations can be
obtained, the rate
will be LIBOR for the prior Distribution Date, or, in the
case of the first
LIBOR Rate Adjustment Date, 5.33% per annum; provided,
however, if, under the priorities described above, LIBOR for a
Distribution Date
would be based
on LIBOR for the previous Distribution Date for the third
consecutive
Distribution Date, the
Trustee shall, after
consultation with the
Master Servicer,
select an alternative comparable index (over which the Trustee
has no control), used for determining one-month Eurodollar lending
rates that is
calculated and published (or otherwise made available) by an
independent party.
"LIBOR Business Day" means any day other than (i) a Saturday or a
Sunday or (ii)
a day on which banking institutions in the city of London,
England are
required
or authorized by law to be closed.
The establishment
of LIBOR by the
Trustee on any LIBOR Rate Adjustment
Date and the Master Servicer's subsequent calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate Certificates for the
relevant Interest
Accrual Period, in the absence of manifest error, will be final and
binding.
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<PAGE>
Promptly following
each LIBOR Rate
Adjustment
Date the Trustee
shall
supply the Master
Servicer with the
results of its
determination of LIBOR
on
such date.
Furthermore, the
Trustee will supply the Pass-Through Rates on each
of the Adjustable
Rate Certificates for the current and the immediately
preceding Interest Accrual Period via the Trustee's internet
website, which may
be obtained by telephoning the Trustee at (800) 735-7777.
Notwithstanding the foregoing, for the purpose of determining the
amount
of any payment to be under each of the Yield Maintenance
Agreements, LIBOR
will
be calculated as provided in the related Yield Maintenance
Agreement.
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<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of
Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) In connection with such assignment, except as set forth in Section
2.01(c) and subject to Section 2.01(d) below, the Company does hereby (1)
with
respect to each
Mortgage Loan (other than a Cooperative Loan or a Sharia
Mortgage Loan)
deliver to the Master
Servicer (or an Affiliate of the Master
Servicer) each of the documents or instruments described in clause
(I)(ii) below
(and the Master
Servicer shall hold (or cause such Affiliate to hold) such
documents or
instruments
in trust for the use
and benefit of all
present and
future
Certificateholders),
(2) with respect to each MOM Loan, deliver to and
deposit with the
Trustee, or the Custodian on behalf of the Trustee, the
documents or
instruments described
in clauses (I)(i) and
(v) below, (3)
with
respect to each
Mortgage Loan that is
not a MOM Loan but is
registered on the
MERS(R) System,
deliver to and deposit with the Trustee, or to the Custodian on
behalf of the Trustee, the documents or instruments described in
clauses (I)(i),
(iv) and (v) below,
(4) with respect to
each Mortgage
Loan that is not a
MOM
Loan and is not
registered on the MERS(R) System, deliver to and deposit with
the Trustee, or to the
Custodian on behalf of
the Trustee,
the documents or
instruments described in clauses (I)(i), (iii), (iv) and (v) below,
and (5) with
respect to each
Cooperative Loan and
Sharia Mortgage
Loan, the documents
and
instruments described in clause (II) and clause (III) below:
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan or a Sharia Mortgage Loan):
(i) The original
Mortgage Note,
endorsed without recourse in
blank or to the order of the Trustee, and showing an unbroken
chain of
endorsements from the
originator thereof to
the Person endorsing it to
the Trustee, or with respect to any Destroyed Mortgage Note, an
original
lost note affidavit
from the related Seller or Residential Funding
stating that
the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage, noting the presence of the MIN of
the
Mortgage Loan and
language indicating
that the Mortgage Loan
is a MOM
Loan if the Mortgage
Loan is a MOM Loan,
with evidence of recording
indicated thereon or a
copy of the Mortgage
with evidence of recording
indicated thereon;
(iii) The original Assignment of the Mortgage to the Trustee
with
evidence of recording
indicated thereon or a copy of such
assignment
with evidence of recording indicated thereon;
(iv) The original
recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator
thereof
to the Person
assigning it to the Trustee (or to MERS, if the Mortgage
Loan is registered
on the MERS(R)
System and noting the
presence of a
MIN) with evidence of recordation noted thereon or attached
thereto, or
a copy of such
assignment or
assignments of the Mortgage with evidence
of recording indicated thereon; and
32
<PAGE>
(v) The original of each modification, assumption agreement or
preferred loan
agreement, if any,
relating to such
Mortgage Loan or a
copy of each
modification,
assumption
agreement or preferred loan
agreement;
(II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the
order of the Trustee and showing an unbroken chain of endorsements
from
the originator
thereof to the Person
endorsing it to the
Trustee, or
with respect to any
Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage
Note was lost,
misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary
Lease to the
originator of the
Cooperative
Loan with
intervening
assignments showing an
unbroken chain of title from such
originator to the
Trustee or a copy of such Cooperative Lease and
Assignment of
Proprietary
Lease and copies of any such intervening
assignments;
(iii) The related
Cooperative Stock
Certificate,
representing
the related
Cooperative Stock
pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument)
executed in blank or copies thereof;
(iv) The original
recognition agreement
by the Cooperative
of
the interests of the mortgagee with respect to the related
Cooperative
Loan or a copy thereof;
(v) The Security Agreement or a copy thereof;
(vi) Copies of the original UCC-1 financing statement, and any
continuation
statements, filed by
the originator of such
Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the
filed UCC-3
assignments
of the security
interest referenced in
clause (vi) above
showing an unbroken
chain of
title from
the originator to the Trustee, each with evidence of
recording thereof,
evidencing the
interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed
assignment of the interest of the originator
in the Security
Agreement,
Assignment
of Proprietary Lease and the
recognition agreement
referenced
in clause (iv) above, showing an
unbroken chain of
title from the
originator to the Trustee, or a copy
thereof;
33
<PAGE>
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan
or a
copy of each
modification,
assumption
agreement or preferred loan
agreement; and
(x) A duly completed
UCC-1 financing statement showing the
Master Servicer as debtor, the Company as secured party and
the Trustee
as assignee and a duly completed UCC-1 financing statement showing the
Company as debtor and
the Trustee
as secured party, each in a form
sufficient for filing,
evidencing
the interest of such
debtors in the
Cooperative Loans or copies thereof; and
(III) with respect to each Sharia Mortgage Loan so assigned:
(i) The original
Obligation to Pay, endorsed without recourse in
blank or to the order of the Trustee and showing an unbroken chain of
endorsements from the
originator thereof to
the Person endorsing it to
the Trustee, or with
respect to any
Destroyed Obligation to Pay, an
original affidavit
from the related Seller or Residential Funding
stating that the
original Obligation to Pay was lost, misplaced or
destroyed, together with a copy of the related Obligation to
Pay;
(ii) The original Sharia Mortgage Loan Security Instrument,
with
evidence of recording indicated thereon or a copy of the Sharia
Mortgage
Loan Security Instrument with evidence of recording indicated
thereon;
(iii) An original Assignment and Amendment of Security
Instrument,
assigned to the Trustee with evidence of recording indicated
thereon or
a copy of such Assignment and Amendment of Security
Instrument with evidence of recording indicated thereon;
(iv) The original
recorded assignment or assignments of the
Sharia Mortgage Loan
Security Instrument
showing an unbroken
chain of
title from the
originator thereof to
the Person
assigning it to the
Trustee with evidence of recordation noted thereon or attached
thereto,
or a copy of such
assignment or assignments of the Sharia Mortgage Loan
Security Instrument with evidence of recording indicated
thereon;
(v) The original Sharia Mortgage Loan Co-Ownership Agreement
with
respect to the related
Sharia Mortgage Loan or a copy of such Sharia
Mortgage Loan Co-Ownership Agreement; and
(vi) The original of each modification or assumption
agreement,
if any, relating to such Sharia Mortgage Loan or a copy of each
modification or assumption agreement.
(c) The Company may, in lieu of delivering the original of the
documents
set forth in Sections
2.01(b)(I)(iii), (iv)
and (v), Sections 2.01(b)(II)(ii),
(iv), (vii), (ix) and (x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v) and
(vi) (or copies
thereof) to the
Trustee or to the
Custodian on behalf of
the
Trustee, deliver such
documents to the Master Servicer, and the Master Servicer
shall hold such
documents in trust for
the use and benefit of
all present and
future
Certificateholders until such time as is set forth in the next
sentence.
Within thirty
Business Days following the earlier of (i) the receipt of
the
34
<PAGE>
original of
all of the documents or instruments set forth in Sections
2.01(b)(I)(iii), (iv)
and (v), Sections 2.01(b)(II)(ii), (iv), (vii), (ix) and
(x) and Sections 2.01(b)(III)(ii), (iii), (iv), (v) and (vi) (or
copies thereof)
for any Mortgage Loan and (ii) a written request by the Trustee to
deliver those
documents with respect
to any or all of the
Mortgage Loans then
being held by
the Master Servicer,
the Master
Servicer shall deliver
a complete set of such
documents to the Trustee or to the Custodian on behalf of the
Trustee.
The parties hereto
agree that it is not intended that any Mortgage Loan
be included
in the Trust
Fund that is either
(i) a "High-Cost
Home Loan" as
defined in the New Jersey Home Ownership Act effective November 27,
2003, (ii) a
"High-Cost Home Loan"
as defined in the New
Mexico Home Loan
Protection
Act
effective January 1,
2004, (iii) a "High Cost Home Mortgage Loan" as defined in
the Massachusetts
Predatory Home Loan Practices Act effective November 7, 2004
or (iv) a "High-Cost Home Loan" as defined in the Indiana House
Enrolled Act No.
1229, effective as of January 1, 2005.
(d) Notwithstanding
the provisions of
Section 2.01(c),
in connection
with any Mortgage
Loan, if the Company cannot deliver the original of the
Mortgage, any assignment, modification, assumption agreement or preferred
loan
agreement (or copy
thereof as permitted by Section 2.01(b)) with evidence of
recording thereon concurrently with the execution and delivery of
this Agreement
because of (i) a
delay caused by the public recording office where such
Mortgage, assignment,
modification,
assumption
agreement or
preferred loan
agreement as the case
may be, has been
delivered for
recordation,
or (ii) a
delay in the receipt
of certain information
necessary to prepare the related
assignments, the
Company shall deliver
or cause to be delivered to the Trustee
or to the Custodian on behalf of the Trustee a copy of such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement.
The Company (i) shall promptly cause to be recorded in the
appropriate
public office for real
property records the
Assignment
referred to in
clause
(I)(iii) of Section
2.01(b), except (a) in states where, in the opinion of
counsel acceptable to the Trustee and the Master Servicer, such
recording is not
required to protect the Trustee's interests in the Mortgage Loan against the
claim of any
subsequent transferee
or any successor to or creditor of the
Company or the
originator of such Mortgage Loan or (b) if MERS is identified
on
the Mortgage
or on a properly recorded assignment of the Mortgage as the
mortgagee of record
solely as nominee
for the Seller and its
successors
and
assigns, (ii) shall
promptly cause to be filed the Form UCC-3
assignment and
UCC-1 financing
statement
referred
to
