RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
Dated as of November 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of November 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
SERIES 2006-QO9
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................7
Section 1.01.
Definitions.......................................................................7
Section 1.02.
Determination of
LIBOR...........................................................64
Section 1.03.
Use of Words and
Phrases.........................................................66
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................66
Section 2.01.
Conveyance of Mortgage
Loans.....................................................66
Section 2.02.
Acceptance by
Trustee............................................................66
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company.66
Section 2.04.
Representations and Warranties of
Sellers........................................69
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I, REMIC II, REMIC III and REMIC IV
Certificates...........................69
Section 2.06.
Conveyance of Uncertificated Regular Interests; Acceptance by the
Trustee........70
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC IV and REMIC
V.............70
Section 2.08.
Purposes and Powers of the
Trust.................................................70
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................71
Section 3.01
Master Servicer to Act as
Servicer...............................................71
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
and Sellers'
Obligations.........................................................71
Section 3.03
Successor
Subservicers...........................................................71
Section 3.04
Liability of the Master
Servicer.................................................71
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders71
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee..................72
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.......72
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................74
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage Loans....74
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................74
Section 3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder...........74
Section 3.12.
Maintenance of Fire Insurance and
Omissions and Fidelity Coverage...............74
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments......................................................................74
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................74
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................74
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................74
Section 3.17.
Reports to the Trustee and the
Company...........................................74
Section 3.18.
Annual Statement as to
Compliance................................................74
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................75
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................75
Section 3.21.
Administration of Buydown
Funds..................................................75
Section 3.22
Advance
Facility.................................................................75
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................75
Section 4.01.
Certificate
Account..............................................................75
Section 4.02.
Distributions....................................................................75
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting 82
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer
82
Section 4.05.
Allocation of Realized
Losses....................................................83
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................86
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................86
Section 4.08.
Surety
Bond......................................................................86
Section 4.09.
Basis Risk Shortfall Reserve
Fund................................................86
Section 4.10
Deferred Interest Cap
Agreements.................................................87
Section 4.11
Yield Maintenance
Agreement......................................................88
Section 4.12
Yield Maintenance Reserve
Fund...................................................88
Section 4.13
Final Maturity Reserve
Account...................................................89
ARTICLE V
THE
CERTIFICATES...............................................................90
Section 5.01
The
Certificates.................................................................90
Section 5.02
Registration of Transfer and Exchange of
Certificates............................90
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates................................95
Section 5.04
Persons Deemed
Owners............................................................95
Section 5.05
Appointment of Paying
Agent......................................................95
Section 5.06
U.S.A. Patriot Act
Compliance....................................................96
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................97
ARTICLE VII
DEFAULT...................................................................................98
ARTICLE VIII
CONCERNING THE TRUSTEE, GRANTOR TRUST TRUSTEE AND SUPPLEMENTAL
INTEREST TRUST TRUSTEE.....99
Section 8.01
Duties of Trustee, Grantor Trust Trustee and Supplemental Interest
Trust Trustee.99
Section 8.02
Certain Matters Affecting the Trustee, Grantor Trust Trustee and
Supplemental Interest Trust
Trustee.........................................................................101
Section 8.03
Trustee, Grantor Trust Trustee and Supplemental Interest Trust
Trustee Not Liable for
Certificates or Mortgage
Loans..................................................102
Section 8.04
Trustee, Grantor Trust Trustee and Supplemental Interest Trust
Trustee May Own Certificates
103
Section 8.05
Master Servicer to Pay Trustee's, Grantor Trust Trustee's and
Supplemental Interest Trust
Trustee's Fees and Expenses;
Indemnification....................................103
Section 8.06
Eligibility Requirements for Trustee, Grantor Trust Trustee and
Supplemental Interest Trust
Trustee.........................................................................104
Section 8.07
Resignation and Removal of the Trustee, Grantor Trust Trustee and
Supplemental Interest Trust
Trustee.........................................................................105
Section 8.08.
Successor Trustee, Successor Grantor Trust Trustee and Successor
Supplemental Interest Trust
Trustee.........................................................................106
Section 8.09.
Merger or Consolidation of Trustee, Grantor Trust Trustee and
Supplemental Interest Trust
Trustee.........................................................................107
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................107
Section 8.11.
Appointment of the
Custodian....................................................107
Section 8.12.
Appointment of Office or
Agency.................................................107
Section 8.13.
Authorization of Deferred Interest Cap
Agreements...............................108
Section 8.14.
Authorization of Yield Maintenance
Agreement....................................108
ARTICLE IX
TERMINATION..............................................................................108
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............................108
Section 9.02
Additional Termination
Requirements.............................................111
Section 9.03
Termination of Multiple
REMICs..................................................111
Section 9.04
Termination of Grantor
Trusts...................................................111
ARTICLE X
REMIC
PROVISIONS.........................................................................111
Section 10.01.
REMIC
Administration............................................................111
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification................111
Section 10.03.
Designation of
REMICs...........................................................111
Section 10.04.
Distributions on the REMIC I Regular
Interests..................................112
Section 10.05.
Compliance with Withholding
Requirements........................................112
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................112
Section 11.01.
Amendment.......................................................................112
Section 11.02.
Recordation of Agreement;
Counterparts..........................................112
Section 11.03.
Limitation on Rights of
Certificateholders......................................112
Section 11.04.
Governing
Law...................................................................112
Section 11.05.
Notices.........................................................................113
Section 11.06.
Required Notices to Rating Agency and
Subservicer...............................113
Section 11.07.
Severability of
Provisions......................................................113
Section 11.08.
Supplemental Provisions for
Resecuritization....................................114
Section 11.09.
Allocation of Voting
Rights.....................................................114
Section 11.10.
No
Petition.....................................................................114
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................115
TABLE OF CONTENTS
(continued)
EXHIBITS AND SCHEDULES
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in Monthly Distribution Date Statement
Exhibit Three:
Standard Terms of Pooling and Servicing Agreement, dated as of
November 1, 2006
Exhibit Four:
Form of Class AXP Certificate
Exhibit Five:
Form of Certificate to be Given by Certificate Owner
Exhibit Six:
Form of Certificate to be Given by Euroclear or Cedel
Exhibit Seven:
Form of Certificate to be Given by Transferree of Beneficial
Interest in a Regulation S Book-Entry
Certificate
Exhibit Eight:
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate to Regulation S
Book-Entry Certificate
Exhibit Nine:
Form of Initial Purchaser Exchange Instructions
Exhibit Ten:
Form of Class SB Certificate
Schedule 1
This is a Series
Supplement,
dated as of November 1, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of November 1, 2006 and attached as Exhibit Three hereto
(the "Standard Terms" and,
together with this
Series
Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company
(together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer (together
with its permitted
successors and assigns,
the "Master
Servicer"),
and DEUTSCHE BANK TRUST COMPANY
AMERICAS,
as trustee,
grantor
trust trustee and supplemental
interest trust trustee
(together with its permitted
successors and assigns,
the "Trustee",
"Grantor
Trust Trustee" and "Supplemental Interest Trust Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage asset-backed pass-through
certificates (collectively,
the "Certificates"),
to be issued
hereunder in multiple classes, which in the aggregate will evidence
the entire beneficial ownership interest in the Mortgage Loans.
The terms and
provisions
of the
Standard
Terms are hereby
incorporated
by
reference
herein as though set forth in full
herein.
If any term or
provision
contained
herein
shall
conflict
with or be
inconsistent
with any
provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall govern.
All capitalized
terms not otherwise
defined herein
shall have the meanings set forth in the Standard
Terms.
The Pooling and
Servicing
Agreement
shall be dated as of the date of this
Series Supplement.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Mortgage Loans and certain other related
assets
subject to this Agreement (but excluding the Basis Risk Shortfall
Reserve Fund) as a
real estate
mortgage
investment
conduit (a "REMIC") for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated as "REMIC I." The Class R-I
Certificates
will represent the sole Class of "residual
interests" in REMIC I for purposes of
the REMIC
Provisions
(as defined
herein) under federal income tax law. The Class R-I
Certificates
will not bear interest or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC I Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC I
(the "REMIC I
Regular
Interests").
The "latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular
Interest
shall be the Maturity
Date.
None of the REMIC I Regular
Interests
will be
certificated.
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
$587,394,065.90
LT2
Variable(1)
$21,564.25
LT3
0.00%
$37,184.75
LT4
Variable(1)
$37,184.75
LT5
Variable(1)
$312,564,394.26
LT6
Variable(1)
$11,188.41
LT7
0.00%
$20,073.17
LT8
Variable(1)
$20,073.17
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided
herein,
the REMIC
Administrator
will elect to treat the
segregated
pool of assets
consisting of the REMIC I
Regular
Interests as a REMIC for federal
income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC II."
The Class R-II
Certificates
will
represent the sole Class of "residual
interests" in REMIC II for purposes of the REMIC
Provisions
under
federal
income tax law.
The Class R-II
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The
following table irrevocably sets forth the designation,
remittance rate (the "Uncertificated
REMIC II Pass-Through Rate") and initial
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC II (the "REMIC II Regular
Interests").
The "latest
possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii))
for each REMIC
II Regular Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be certificated.
UNCERTIFICATED
REMIC II
INITIAL UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
Y-1
Variable(1)
$293,745.00
Y-2
Variable(1)
$156,303.83
Z-1
Variable(1)
$587,196,254.65
Z-2
Variable(1)
$312,459,425.18
AXP-LT
Variable(1)
N/A
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
REMIC III
As provided
herein,
the REMIC
Administrator
will elect to treat the segregated
pool of assets
consisting of the REMIC II
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC III."
The Class R-III
Certificates
will represent the sole Class of "residual
interests" in REMIC III for purposes of the REMIC Provisions
under
federal
income tax law. The Class R-III
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The
following
table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC III
Pass-Through
Rate") and
initial
Uncertificated
Principal Balance for each of the "regular
interests" in REMIC III (the "REMIC III Regular
Interests").
The
"latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation Section
1.860G-1(a)(4)(iii))
for
each REMIC III Regular Interest shall be the Maturity Date.
None of the REMIC III Regular Interests will be certificated.
UNCERTIFICATED
REMIC III
INITIAL UNCERTIFICATED
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT1
Variable(1)
$899,520,164.57
LT2
Variable(1)
$44,505.88
LT3
Variable(1)
$45,504.69
LT4
Variable(1)
$45,504.69
LT-Y1
Variable(1)
$293,745.00
LT-Y2
Variable(1)
$156,303.83
AXP-LT
Variable(2)
N/A
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC
III Pass-Through Rate.
(2)
REMIC III Regular Interest AXP-LT will not have an
Uncertificated
REMIC III Pass-Through
Rate, but will be entitled to 100%
of all amounts paid or deemed paid on REMIC II Regular Interest
AXP-LT.
REMIC IV
As provided
herein,
the REMIC
Administrator
will elect to treat the segregated pool of assets
consisting of the REMIC III
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated pool of assets will be designated as REMIC IV. The
Class R-IV
Certificates
will represent the sole Class of "residual
interests" in REMIC IV for purposes of the REMIC Provisions under
federal
income tax law. The Class R-IV
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The following
table irrevocably sets forth the designation,
Pass-Through Rate,
aggregate Initial Certificate
Principal Balance,
certain features,
Maturity Date, initial ratings and minimum
denominations for each Class of
Certificates that evidence "regular interests" in REMIC IV
and REMIC IV Regular
Interests SB-IO and SB-PO (the "REMIC IV Regular
Interests") and the Class P Certificates.
The "latest possible
maturity
date"
(determined
solely for purposes of
satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for each
REMIC IV
Regular Interest shall be the Maturity Date.
REMIC IV Regular Interests SB-IO, SB-PO and IO will not be
certificated.
AGGREGATE INITIAL
PASS-THROUGH
CERTIFICATE
MATURITY
S&P/
MINIMUM
DESIGNATION
RATE
PRINCIPAL BALANCE
FEATURES
DATE
MOODY'S
DENOMINATIONS
Class I-A1A
Adjustable
$192,103,000.00
Super
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/Adjustable Rate
2046
Class I-A1BU
Adjustable
$34,991,000.00
Underlying/Senior
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
Support/Adjustable
2046
Rate
Class I-A2AU
Adjustable
$90,289,000.00
Underlying/Super
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/ Adjustable
2046
Rate
Class I-A3AU
Adjustable
Underlying/Super
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
$165,000,000.00
Senior/Adjustable Rate
2046
Class I-A3BU
Adjustable
$20,000,000.00
Underlying/Senior
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
Support/Adjustable
2046
Rate
Class I-A4AU
Adjustable
$32,526,000.00
Underlying/Super
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/Adjustable Rate
2046
Class II-A
Adjustable
Senior/Adjustable Rate
November 25,
AAA/Aaa
$25,000.00
Rate(1)(2)
$284,637,000.00
2046
Class AXP
Variable
$0.00
Senior/Variable
November 25,
AAA/Aaa
$2,000,000.00
Rate (3)
Rate/Interest
2046
Only/Prepayment Charge
Class M-1
Adjustable
$15,752,000.00
Mezzanine/Adjustable
November 25,
AA+/Aa1
$25,000.00
Rate(1)(2)
Rate
2046
Class M-2
Adjustable
$15,302,000.00
Mezzanine/Adjustable
November 25,
AA/Aa1
$25,000.00
Rate(1)(2)
Rate
2046
Class M-3
Adjustable
$5,851,000.00
Mezzanine/Adjustable
November 25,
AA-/Aa1
$25,000.00
Rate(1)(2)
Rate
2046
Class M-4
Adjustable
$6,751,000.00
Mezzanine/Adjustable
November 25,
A+/Aa2
$25,000.00
Rate(1)(2)
Rate
2046
Class M-5
Adjustable
$5,851,000.00
Mezzanine/Adjustable
November 25,
A/Aa3
$25,000.00
Rate(1)(2)
Rate
2046
Class M-6
Adjustable
$7,651,000.00
Mezzanine/Adjustable
November 25,
A-/A1
$250,000.00
Rate(1)(2)
Rate
2046
Class M-7
Adjustable
$4,501,000.00
Mezzanine/Adjustable
November 25,
BBB+/A2
$250,000.00
Rate(1)(2)
Rate
2046
Class M-8
Adjustable
$4,951,000.00
Mezzanine/Adjustable
November 25,
BBB/A3
$250,000.00
Rate(1)(2)
Rate
2046
Class M-9
Adjustable
$4,501,000.00
Mezzanine/Adjustable
November 25,
BBB-/Baa2
$250,000.00
Rate(1)(2)
Rate
2046
Class B
Adjustable
$4,951,000.00
Subordinate/Adjustable
November 25,
BB/Ba1
$250,000.00
Rate(1)(2)
Rate
2046
SB-IO
(4)
N/A
Subordinate/Interest
November 25,
N/R
N/A
Only
2046
SB-PO(5)
N/A
$4,497,728.66
Subordinate/Principal
November 25,
N/R
N/A
Only
2046
Class P((6))
N/A
N/A
Prepayment Charge
November 25,
N/R
N/A
2046
(1)
The
REMIC IV
Regular
Interests,
ownership of which is
represented
by the
Class I-A,
Class II-A and Class M and Class B
Certificates,
will accrue
interest at a per annum rate equal LIBOR plus the related
Margin,
and each subject to a rate cap equal to
the REMIC IV Net WAC Cap Rate. The provisions
herein for the payment to such
Certificates
of Basis Risk Shortfalls and other amounts
in excess of the applicable
REMIC IV Net WAC Cap Rate will not be part of the
entitlement of the REMIC IV Regular
Interests
related
to such Certificates.
(2)
The Class A,
Class M and Class B
Certificates will also entitle their holders to receive certain
payments from the Holder of
the Class SB
Certificates
from
amounts to which the Holder of the Class SB
Certificates
is
entitled,
which will not be a part of
their ownership of the related REMIC IV Regular Interests.
(3)
The REMIC IV Regular
Interest,
ownership of which is represented by the Class AXP
Certificates,
will accrue
interest at a
per annum
rate
equal to the
lesser of (i) with
respect
to the Class
I-AXP-IO
Component
of the Class AXP
Certificates,
(x) the
weighted average of the Net Mortgage Rates of the Group I Loans and
(y) on or prior to the Distribution
Date in November 2008,
2.00%,
and thereafter,
0.25% and (ii) with respect to the Class II-AXP-IO
Component of the Class AXP Certificates,
(x) the weighted average
of the Net Mortgage Rates of the Group II Loans and (y) on or prior
to the Distribution
Date in November 2008,
2.00%, and thereafter,
0.25%.
(4)
REMIC IV Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to
distributions
of interest
subject to the terms and conditions hereof.
(5)
REMIC IV
Regular
Interest SB-PO shall have no entitlement to interest,
and shall be entitled to
distributions of principal
subject to the terms and conditions
hereof,
in aggregate
amount equal to the initial
Overcollateralization
Amount
pursuant to the
terms and conditions hereof.
(6)
The Class P Certificates will not represent ownership of an
interest in any REMIC.
REMIC V
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets consisting of REMIC
IV
Regular
Interests
SB-IO and SB-PO as a REMIC
for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated as "REMIC V." The Class R-X
Certificates
will represent the sole Class of "residual
interests" in REMIC V for purposes of
the REMIC Provisions under federal income tax law. The Class R-X
Certificates
will not bear interest or have a Certificate
Principal
Balance.
The following table irrevocably sets forth the designation,
Pass-Through Rate and initial Certificate
Principal Balance for
the single "regular
interest" in REMIC V (the "REMIC V Regular
Interest").
The "latest possible
maturity date"
(determined
solely
for purposes of satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for the REMIC V Regular Interest shall be the Maturity
Date.
INITIAL CERTIFICATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
SB
Variable(1)
November 25, 2046
$4,497,728.66
____________
(1)
The Class SB
Certificates will accrue interest as described in the definition of
Accrued Certificate
Interest.
The Class SB
Certificates will not accrue interest on their
Certificate
Principal
Balance.
The REMIC V Regular Interest will not have a
Pass-Through
Rate,
but will be entitled to 100% of all amounts paid or deemed paid on
REMIC IV Regular
Interests
SB-IO and
SB-PO.
The
Group I Loans
have an
aggregate
Cut-off
Date
Principal
Balance
equal to
$587,489,999.65.
The
Group I Loans
are
payment-option
adjustable-rate
first lien mortgage loans with a negative amortization feature
having terms to maturity at origination
or
modification
of generally not more than 40 years.
The Group II Loans have an aggregate
Cut-off Date
Principal
Balance equal to
$312,615,729.01.
The Group II Loans are payment option adjustable rate first lien
mortgage loans with a negative
amortization feature
having terms to maturity at origination or modification of
generally not more than 40 years.
In
consideration
of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee
agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
DEFINITIONS.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accrued
Certificate
Interest:
With respect to each
Distribution
Date and (a) each Class of
Class A,
Class M and Class B
Certificates,
interest
accrued during the related Interest Accrual Period on the
Certificate
Principal
Balance thereof
immediately
prior to such
Distribution
Date at the related
Pass-Through
Rate for that Distribution Date and (b) each component of the Class
AXP
Certificates,
interest accrued during the related Interest
Accrual Period on the related
Notional Amount
immediately
prior to that
Distribution Date at the related Pass-Through Rate.
The amount of
Accrued
Certificate
Interest
on each
Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls on the related
Mortgage Loans during the prior calendar month to the extent not
covered by Compensating
Interest
pursuant to Section 3.16,
by Relief Act Shortfalls on the related
Mortgage Loans during the related Due Period,
and, with respect to
each Class of Class A (other than the Grantor Trust
Certificates),
Class M and Class B Certificates,
by any Net Deferred Interest on
the related
Mortgage
Loans
allocable
to such Class of
Certificates
for that
Distribution
Date.
The
portion of any
Prepayment
Interest
Shortfalls or Relief Act Shortfalls
allocated to the Class A
Certificates
will be based upon the related Senior Percentage
of all such
reductions
with
respect to the related
Mortgage
Loans,
such
reductions
to be
allocated
among the related
Class A
Certificates,
pro rata, on the basis of Accrued
Certificate
Interest payable on such Distribution Date absent such reductions,
with
the remainder of such reductions
allocated
among the Holders of all Classes of Class M
Certificates
and Class B
Certificates,
pro
rata, on the basis of Accrued
Certificate
Interest payable on such
Distribution
Date absent such reductions.
Net Deferred Interest
will be allocated to each Class of Certificates as described in
Section 4.02(j).
Accrued
Certificate
Interest
with respect for any
Distribution
Date shall
further be reduced by the interest
portion of
Realized Losses allocated to any Class of Certificates pursuant to
Section 4.05.
Accrued
Certificate
Interest
with respect to the Class A, Class M and Class B
Certificates
shall accrue on the basis of a
360-day year and the actual number of days in the related Interest
Accrual Period.
Accrued
Certificate
Interest with respect to the
Class AXP Certificates shall accrue on the basis of a 360-day year
divided into twelve 30-day months.
With respect to each Distribution Date and the Class SB
Certificates,
interest accrued during the preceding Interest Accrual
Period at the related
Pass-Through Rate on the Notional Amount as specified in the
definition of Pass-Through Rate,
immediately prior
to such
Distribution
Date,
reduced by any interest
shortfalls with respect to the Mortgage
Loans,
including
Prepayment
Interest
Shortfalls
to the
extent
not
covered
by
Compensating
Interest
pursuant
to
Section 3.16
or by Excess
Cash Flow
pursuant
to
Section 4.02(c)(iv).
Accrued
Certificate
Interest on the Class SB
Certificates
shall accrue on the basis of a 360-day year and the
actual number of days in the related Interest Accrual Period.
Adjustment
Date:
With
respect
to each
Mortgage
Loan,
each
date set
forth
in the
related
Mortgage
Note on which an
adjustment to the interest rate on such Mortgage Loan becomes
effective.
Available
Distribution
Amount:
As to any
Distribution
Date, and as calculated
separately for each Loan Group,
an amount
equal to (a) the sum of (i) the amount
relating to the Mortgage
Loans in the related Loan Group on deposit in the
Custodial
Account
as of the close of business
on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial Account in connection with the
substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of any
Advance made on the immediately
preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the Certificate
Account on
the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount deposited in the
Certificate
Account
pursuant to Section 4.07 or Section
9.01,
(v) any amount that the Master
Servicer is not permitted to withdraw
from the Custodial
Account or the Certificate
Account pursuant to Section
3.16(e),
(vi) the proceeds of any Pledged Assets received
by the Master Servicer,
reduced by (b) the sum as of the close of business on the
immediately preceding
Determination Date of (v) any
payments or
collections
consisting
of Prepayment
Charges on the Mortgage
Loans that were
received
during the related
Prepayment
Period; (w) aggregate
Foreclosure Profits,
(x) the Amount Held for Future Distribution,
(y) amounts permitted to be withdrawn by the
Master
Servicer
from the Custodial
Account in respect of the Mortgage
Loans
pursuant to clauses
(ii)-(x),
inclusive,
of Section
3.10(a) and (z) the Coupon Strip, if any, for that Distribution
Date from interest collections on the Mortgage Loans.
Basis Risk Shortfall:
o
With respect to the Class I-A
Certificates and Class II-A
Certificates
and any Distribution
Date on which the Pass-Through
Rate is based on the Net WAC Cap Rate,
an amount equal to the excess of
(i) Accrued
Certificate
Interest for that
Class calculated
at a rate equal to LIBOR plus the related Margin, over (ii) Accrued
Certificate
Interest for that
Class calculated
using the
related
Net WAC Cap Rate;
plus any
unpaid
related
Basis Risk
Shortfall
from prior
Distribution
Dates,
plus
interest
thereon,
to the extent not
previously
paid from Excess Cash Flow,
and, with
respect to the Class I-A2A
Certificates
only, from the Yield Maintenance
Agreement,
calculated at a rate equal to
LIBOR plus the related Margin.
o
With respect to the Class I-AXP-IO
Component of the Class AXP Certificates and any Distribution
Date, an amount equal to the
excess, if any, of (i) Accrued
Certificate
Interest for that
class calculated
at a per annum rate equal to, on or
prior to the
Distribution
Date in November 2008,
2.00%,
and
thereafter,
0.25%,
over
(ii) Accrued
Certificate
Interest for that
class calculated
using the weighted
average of the Net Mortgage
Rates of the Mortgage
Loans in
Loan Group I; plus any unpaid related Basis Risk Shortfall from
prior Distribution
Dates, plus interest thereon,
to
the extent not previously paid from Excess Cash Flow,
calculated at a rate equal to on or prior to the
Distribution
Date in November 2008, 2.00%, and thereafter, 0.25%.
o
With respect to the Class II-AXP-IO
Component of the Class AXP
Certificates
and any
Distribution
Date, an amount equal to
the excess, if any, of (i) Accrued
Certificate
Interest for that
class calculated at a per annum rate equal to, on
or prior to the Distribution
Date in November 2008,
2.00%, and thereafter,
0.25%,
over
(ii) Accrued
Certificate
Interest for that
class calculated
using the weighted
average of the Net Mortgage
Rates of the Mortgage
Loans in
Loan Group II; plus any unpaid related Basis Risk Shortfall from
prior Distribution
Dates, plus interest thereon, to
the extent not previously paid from Excess Cash Flow,
calculated at a rate equal to on or prior to the
Distribution
Date in November 2008, 2.00%, and thereafter, 0.25%.
o
With
respect to any
Class of
Class M
Certificates
and the Class B
Certificates
and any
Distribution
Date on which the
Pass-Through
Rate is based on the Net WAC Cap
Rate,
an
amount
equal to the
excess
of
(i) Accrued
Certificate
Interest for that
Class calculated at a rate equal to LIBOR plus the related Margin,
over (ii) Accrued
Certificate
Interest
calculated
using
the applicable
Net WAC Cap
Rate;
plus any
unpaid Basis
Risk
Shortfall
from
prior
Distribution Dates, plus interest thereon,
to the extent not previously paid from Excess Cash Flow,
calculated at a
rate equal to LIBOR plus the related Margin.
Basis Risk Shortfall Reserve Fund:
The reserve fund created pursuant to Section 4.09.
Basis Risk Shortfall Reserve Fund Amount:
$1,850,000.
Book-Entry
Certificate:
The Class I-A1A,
Class I-A1B, Class I-A2A, Class I-A3A, Class I-A3B, Class I-A4A,
Class II-A, Class
AXP and Class M Certificates.
Cap Deferred
Interest Amount:
As of any Distribution
Date and with respect to each Grantor Trust
Certificate,
the amount,
if any, of Net Deferred Interest allocated to the related
Underlying Certificate,
as applicable,
on prior Distribution Dates that was
covered by previous
payments made by the Deferred
Interest Cap Agreement
Provider and remains
unreimbursed as of such
Distribution
Date.
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date and Loan
Group,
the amount of
Advances
or
Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage Loans in such Loan Group during the prior
calendar month and
reimbursed to the Master
Servicer or
Subservicer on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall Amount remaining
unreimbursed
from any prior
Distribution Date and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan Group, the amount, if
any, by which the
amount of Advances or Servicing
Advances
that were added to the Stated
Principal
Balance of the
Mortgage
Loans in such Loan Group
during the preceding
calendar
month
exceeds the amount of principal
payments on the Mortgage
Loans
included in the portion of the
Available Distribution Amount related to that Loan Group and
Distribution Date.
Certificate:
Any Class A, Class M, Class B, Class P, Class SB, Class AXP or
Class R Certificate.
Certificate
Account:
The
separate
account or accounts
created and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee,
in trust for the registered holders of Residential
Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-QO9" and which must be an Eligible
Account.
Certificate
Principal
Balance:
With respect to any Class A, Class M or Class B Certificate,
on any date of
determination,
an amount equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate
as specified on the face thereof plus (ii) an
amount equal to the aggregate Net Deferred
Interest added to the Certificate
Principal
Balance thereof (other than the Grantor Trust
Certificates)
prior to such date of
determination,
minus (iii) the sum of (x) the
aggregate of all amounts
previously
distributed
with respect to such
Certificate (or any predecessor
Certificate)
and applied to reduce the
Certificate
Principal
Balance thereof
pursuant to Section
4.02(c) and (y), the
aggregate of all
reductions in
Certificate
Principal
Balance
deemed to have occurred in
connection with Realized
Losses which were previously
allocated to such
Certificate
(or any
predecessor
Certificate)
pursuant to
Section 4.05;
provided,
that with respect to any Distribution Date, the Certificate
Principal Balances of (i) the Class I-A, Class M
and
Class B Certificates
will be increased,
in each case to the extent of Realized Losses previously allocated
thereto and remaining
unreimbursed,
by the Subsequent
Recovery
Allocation
Amount for Loan Group I in the following order of priority:
first to the Class
I-A
Certificates,
pro rata, and then to the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8,
Class M-9, and Class B
Certificates,
in that order and (ii) the Class II-A,
Class M and Class B Certificates
will be increased,
in
each case to the extent of Realized
Losses
previously
allocated
thereto and
remaining
unreimbursed,
by the
Subsequent
Recovery
Allocation
Amount
for Loan Group II in the
following
order of
priority:
to the Class
II-A,
Class
M-1,
Class
M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 Class M-9 and Class B Certificates,
in that order. With respect to any Class SB
Certificate, on any date of determination,
an amount equal to the Percentage Interest evidenced by such
Certificate,
multiplied by an
amount equal to (i) the excess,
if any, of (A) the then
aggregate
Stated
Principal
Balance of the Mortgage Loans over (B) the then
aggregate
Certificate
Principal Balance of the Class A (other than the Grantor Trust
Certificates),
Class M and Class B Certificates
then
outstanding,
which represents the sum of (i) the Initial Principal Balance of
the REMIC IV Regular Interest SB-PO, as reduced by
Realized
Losses
allocated
thereto and payments
deemed made
thereon,
and (ii) accrued and unpaid
interest on the REMIC IV Regular
Interest
SB-IO,
as reduced by Realized
Losses
allocated
thereto.
The Class R Certificates
will not have a Certificate
Principal
Balance.
Class A Certificates:
Collectively, the Class I-A Certificates and Class II-A
Certificates.
Class A Interest
Distribution
Priority:
With respect to each Class of Class A
Certificates and any Distribution
Date, the
amount available for payment of Accrued
Certificate
Interest thereon for that
Distribution
Date plus Accrued
Certificate
Interest
thereon remaining unpaid from any prior Distribution Date, in the
amounts and priority as follows:
o
first,
concurrently,
(i) to the Class I-A Certificates,
pro rata, from the Class I-A Interest Remittance Amount and (ii) to
the Class II-A Certificates from the Class II-A Interest Remittance
Amount;
o
second,
concurrently,
(i) to the Class I-A Certificates,
pro rata, from the remaining Class II-A Interest Remittance Amount
and (ii) to the Class II-A
Certificates,
from the remaining
Class I-A Interest
Remittance Amount, as needed after
taking into account any distributions in respect of interest on the
Class A Certificates made in first above;
o
third,
concurrently,
(i) from the Principal
Remittance
Amount related to Loan Group I to the Class I-A
Certificates,
pro
rata, and (ii) from the Principal Remittance Amount related to Loan
Group II to the Class II-A Certificates,
in each
case
taking into
account any
distributions
in respect of interest on the Class A
Certificates
made in first and
second above; and
o
fourth,
concurrently,
(i)
from the
remaining
Principal
Remittance
Amount
related
to Loan
Group
II to the
Class I-A
Certificates,
pro rata,
and (ii) from the
remaining
Principal
Remittance
Amount
related to Loan Group I to the
Class II-A Certificates,
as needed after taking into account any distributions in respect of
interest on the Class A
Certificates made in first, second and third above.
Class A Principal
Allocable
Amount:
With respect to any
Distribution
Date,
the sum of (i) the product of (a) a fraction,
the numerator of which is the Class A Principal
Distribution Amount and the denominator of which is the Principal
Distribution Amount
and (b) an amount
equal to (A) the sum of the
amounts
described
in
clauses
(i),
(ii) and (iii) of the
definition
of
Principal
Distribution
Amount
minus
(B) the sum of the
amounts
described
in
clauses
(vii)
and
(viii)
of the
definition
of
Principal
Distribution
Amount and (ii) the product of (a) a fraction,
the numerator of which is the Class A Principal
Distribution
Amount and
the
denominator
of which is the
Principal
Distribution
Amount and (b) an amount
equal to (A) the sum of the amounts
described in
clauses (iv), (v) and (vi) of the definition of Principal
Distribution
Amount minus (B) the excess of the amount
described in clause
(i)(b)(B) above over the amount described in clause (i)(b)(A)
above, if any.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess, if any, of (A) the aggregate
Certificate
Principal Balance of the Class A Certificates
(other than the
Grantor Trust
Certificates)
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to
be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class AXP Certificate:
The Class AXP
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit Four,
senior to the Class M, Class B, Class SB and Class R
Certificates
with
respect to distributions and the allocation of Realized Losses as
set forth in Section 4.05,
and evidencing an interest
designated as
a "regular interest" in REMIC IV for purposes of the REMIC
Provisions.
Class B
Certificate:
The Class B
Certificates,
executed by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit C, senior to the Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions.
Class B
Margin:
With
respect
to any
Distribution
Date
prior to the first
Distribution
Date
after the first
possible
Optional
Termination
Date,
1.550% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 2.325% per annum.
Class B Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution Date after distribution of the Class A Principal
Distribution Amount,
Class M-1 Principal Distribution Amount,
Class M-2
Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5 Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class
M-7
Principal
Distribution
Amount,
Class M-9
Principal
Distribution
Amount and
Class M-8
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7 Principal
Distribution
Amount,
Class M-8
Principal
Distribution
Amount and
Class M-9
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5, Class M-6,
Class M-7, Class M-8 and Class M-9
Certificates (after taking into account the payment of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5 Principal Distribution Amount,
Class M-6 Principal
Distribution Amount, Class M-7 Principal Distribution Amount,
Class M-8
Principal
Distribution
Amount and
Class M-9
Principal
Distribution
Amount for that
Distribution
Date) and
(2) the
Certificate
Principal
Balance of the Class B
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of
(1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class I-A Certificates:
Collectively,
the Class I-A1A,
Class I-A1B, Class I-A1BU,
Class I-A2A, Class I-A2AU,
Class I-A3A,
Class I-A3AU, Class I-A3B, Class I-A3BU, Class I-A4A and Class
I-A4AU Certificates.
Class I-A
Interest
Remittance
Amount:
With respect to any
Distribution
Date,
the portion of the Available
Distribution
Amount for that
Distribution
Date
attributable
to interest
received or advanced with respect to the Group I Loans and
available to
pay interest on the Class I-A Certificates as described in Section
4.02 hereof.
Class
I-A1A
Certificate:
The Class
I-A1A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions
and the Class I-A1BU
Certificates,
Class M, Class B, Class SB and Class R Certificates with respect to
the allocation of Realized Losses in respect of Group I Loans as
set forth in Section 4.05.
Class I-A1A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.080% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.160% per annum.
Class
I-A1A/Class
I-A2AU/Class
I-A4AU
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the Class
I-A1A/Class I-A2/ Class I-A4AU Pro Rata Percentage multiplied by
the Group I Principal Distribution Amount for that Distribution
Date.
Class
I-A1A/Class
I-A2AU/Class
I-A4AU
Pro
Rata
Percentage:
For
any
Distribution
Date,
a
fraction,
expressed
as a
percentage,
the numerator of which is the aggregate
Certificate
Principal Balance of the Class I-A1A,
Class I-A2AU and Class I-A4AU
Certificates
prior to the
distribution
of
principal
on that
Distribution
Date
and the
denominator
of
which is the
aggregate
Certificate
Principal Balance of the Class I-A1A, Class I-A2AU,
Class I-A4AU and Class I-A1BU
Certificates prior to the distribution
of principal on that Distribution Date.
Class
I-A1B
Certificate:
The Class
I-A1B
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions and the allocation of Realized Losses
in respect of Group I Loans as set forth in Section 4.05.
Class I-A1B
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.140% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.280% per annum.
Class I-A1BU
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the Class I-A1BU Pro Rata
Percentage
multiplied by the Group I Principal Distribution Amount for that
Distribution Date.
Class I-A1BU Pro Rata Percentage:
For any Distribution
Date, a fraction,
expressed as a percentage,
the numerator of which
is the
aggregate
Certificate
Principal
Balance of the Class
I-A1BU
Certificates
prior to the
distribution
of principal on that
Distribution Date and the denominator of which is the aggregate
Certificate
Principal Balance of the Class I-A1A, Class I-A2AU, Class
I-A4AU and Class I-A1BU Certificates prior to the distribution of
principal on that Distribution Date.
Class
I-A1BU
Certificate:
The Class
I-A1BU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to
distributions
and the Class M, Class B, Class SB and Class R Certificates
with respect to the allocation of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Basis Risk Shortfalls.
Class I-A1BU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.140% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.280% per annum.
Class
I-A2A
Certificate:
The Class
I-A2A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions
and the Class I-A1BU
Certificates,
Class M, Class B, Class SB and Class R Certificates with respect to
the allocation of Realized Losses in respect of Group I Loans as
set forth in Section 4.05.
Class I-A2A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.150% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.300% per annum.
Class
I-A2AU
Certificate:
The Class
I-A2AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions
and the Class I-A1BU
Certificates,
Class M, Class B, Class SB and Class R Certificates with respect to
the allocation of Realized Losses in respect of Group I Loans as
set forth in Section 4.05,
and evidencing (i) an interest
designated
as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class I-A2AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.150% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.300% per annum.
Class
I-A3A
Certificate:
The Class
I-A3A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class I-A3B
Certificates,
Class M, Class B, Class
SB and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses in respect of Group I Loans as set
forth in
Section 4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest"
in REMIC IV
for purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class I-A3A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.200% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.400% per annum.
Class
I-A3AU
Certificate:
The Class
I-A3AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions
and the Class I-A3B
Certificates,
Class M, Class B, Class SB and Class R Certificates
with respect to
the allocation of Realized Losses in respect of Group I Loans as
set forth in Section 4.05,
and evidencing (i) an interest
designated
as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class I-A3AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.200% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.400% per annum.
Class
I-A3B
Certificate:
The Class
I-A3B
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions and the allocation of Realized Losses
in respect of Group I Loans as set forth in Section 4.05.
Class I-A3B
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.300% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.600% per annum.
Class
I-A3BU
Certificate:
The Class
I-A3BU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to
distributions
and the Class M, Class B, Class SB and Class R Certificates
with respect to the allocation of Realized
Losses in respect of Group I Loans as set forth in Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in
REMIC IV for purposes of the REMIC Provisions and (ii) the right to
receive Basis Risk Shortfalls.
Class I-A3BU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.300% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.600% per annum.
Class
I-A4A
Certificate:
The Class
I-A4A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class I-A4B
Certificates,
Class M, Class B, Class
SB and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses in respect of Group I Loans as set
forth in Section 4.05.
Class I-A4A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.170% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.340% per annum.
Class
I-A4AU
Certificate:
The Class
I-A4AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit Four,
senior to the Class M, Class B, Class SB and Class R Certificates
with respect to distributions
and the Class I-A1BU
Certificates,
Class M, Class B, Class SB and Class R Certificates with respect to
the allocation of Realized Losses in respect of Group I Loans as
set forth in Section 4.05,
and evidencing (i) an interest
designated
as a "regular interest" in REMIC IV for purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class I-A4AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.170% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.340% per annum.
Class II-A Certificate:
The Class II-A Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit Four,
senior to the Class M, Class B, Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses in respect of
Group II
Loans as set forth in
Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC
Provisions and (ii) the right to
receive Basis Risk Shortfalls.
Class II-A
Margin:
With
respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.200% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.400% per annum.
Class II-A
Interest
Remittance
Amount:
With respect to any
Distribution
Date, the portion of the Available
Distribution
Amount for that Distribution Date attributable to interest received
or advanced with respect to the Group II Loans.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class SB and Class R Certificates
with respect to
distributions
and the allocation
of Realized
Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC IV for
purposes of the REMIC Provisions and (ii) the right to receive
Basis Risk Shortfalls.
Class M-1
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.390% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.585% per annum.
Class M-1
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of the Class A
Certificates,
other than the Grantor Trust
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount for
that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance
of the
Class M-1
Certificates
immediately
prior
to
that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9, Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC IV for purposes of
the REMIC Provisions and (ii) the right to receive Basis Risk
Shortfalls.
Class M-2
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.410% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.615% per annum.
Class M-2
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution Amount and Class M-1 Principal
Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates
(other
than the
Grantor
Trust
Certificates)
and
Class M-1
Certificates
(after
taking
into
account the payment of the Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-2
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of
(1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class SB Certificates and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set
forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest"
in REMIC IV for
purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class M-3
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.430% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.645% per annum.
Class M-3
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount and
Class M-2
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount, Class M-1 Principal Distribution Amount and
Class M-2 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor
Trust
Certificates),
Class M-1 and Class M-2
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2
Principal
Distribution
Amount
for
that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-3
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any,
of the aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9,
Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC
Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class M-4
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.530% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.795% per annum.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount and Class M-3 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount and Class M-3
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2 and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the
Class M-4
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B, senior to the Class M-6,
Class M-7, Class M-8, Class M-9, Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the
right to receive Basis Risk Shortfalls.
Class M-5
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.580% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.870% per annum.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount or
(ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount;
and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust Certificates),
Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates (after taking into
account the payment of the
Class A Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount, the
Class M-3
Principal
Distribution
Amount and the Class M-4
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the
Class M-5
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of
(x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date,
over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-7,
Class M-8, Class M-9, Class SB Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in Section
4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC
Provisions and (ii) the right to
receive Basis Risk Shortfalls.
Class M-6
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.630% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.945% per annum.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution Amount and
Class M-5
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount and
Class M-5 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4 and Class M-5
Certificates (after taking into account the
payment
of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount, the Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the Class M-5
Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-6
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and
(2) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-8,
Class M-9, Class SB Certificates
and Class
R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC
Provisions
and (ii) the right to receive Basis
Risk Shortfalls.
Class M-7
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.150% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 1.725% per annum..
Class M-7
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution Amount and Class M-6 Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount and Class M-6
Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5 and Class M-6
Certificates (after taking into
account the payment of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution Amount and Class M-6 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal Balance
of the
Class M-7
Certificates
immediately
prior
to that
Distribution
Date
over (B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-8
Certificate:
Any one of the Class M-8
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B,
senior
to the Class
M-9,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated as a "regular
interest" in REMIC IV for purposes of the REMIC Provisions and (ii)
the right to receive Basis Risk
Shortfalls.
Class M-8
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.400% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 2.100% per annum.
Class M-8
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6 Principal
Distribution
Amount and Class M-7
Principal
Distribution Amount or (ii) on or
after the Stepdown Date if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution Amount and Class M-7 Principal Distribution Amount;
and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5, Class M-6 and Class M-7
Certificates
(after
taking into account the payment of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5 Principal
Distribution Amount,
Class M-6 Principal
Distribution Amount and Class M-7 Principal
Distribution Amount for that Distribution Date)
and (2) the
Certificate
Principal
Balance of the Class M-8
Certificates
immediately
prior to that
Distribution Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that
Distribution
Date and (y) the excess, if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-9
Certificate:
Any one of the Class M-9
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class SB
Certificates
and Class R Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section
4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC IV for
purposes
of the REMIC
Provisions
and (ii) the right to
receive
Basis
Risk
Shortfalls.
Class M-9
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.550% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 2.325% per annum.
Class M-9
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount and Class M-8
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution
Date,
the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution Amount, Class M-7 Principal Distribution Amount and
Class M-8 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M 5, Class M-6, Class M-7 and Class M-8
Certificates
(after
taking into
account the payment of the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount and Class M-8
Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-9
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and
(2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M
Certificates:
Collectively,
the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class
M-8 and Class M-9 Certificates.
Class P
Certificate:
Any one of the Class P
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar substantially in the form annexed to the Standard Terms
as Exhibit C-I.
Class R Certificate:
Any one of the Class R-I, Class R-II, Class R-III, Class R-IV or
Class R-X Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate:
Any one of the Class R-II
Certificates
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any
one of the
Class
R-III
Certificates
executed
by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
D and evidencing an interest designated as a
"residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-IV Certificate:
Any one of the Class R-IV
Certificates
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC IV for purposes of the REMIC Provisions.
Class R-X
Certificate:
Any one of the Class R-X
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC V for purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit C-II,
subordinate to the Class A, Class M and Class B Certificates with
respect to distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing an interest
designated as
a "regular
interest" in REMIC V for purposes of the REMIC
Provisions,
together with certain
obligations with respect to payments of
Basis Risk Shortfall amounts.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
November 29, 2006.
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement shall be
administered,
which office at the date of the execution of this instrument is
located at 1761
East St. Andrew Place, Santa Ana, California 92705-4934, Attention:
Residential Funding Company, LLC, RALI 2006-QO9.
Coupon Strip: An amount equal to the product of (i) one-twelfth of
1.00% and (ii) the aggregate
Stated
Principal
Balance of
the Mortgage Loans with original terms to maturity in excess of 30
years, if on or after the
Distribution
Date in December 2016, such
aggregate
Stated
Principal
Balance is greater than the scheduled amount set forth in column A
of Schedule 1 to this Agreement at the
beginning of the related Due Period.
Cut-off Date Principal Balance:
$900,105,728.66.
Cut-off Date:
November 1, 2006.
Deferred
Interest:
The amount of interest
which is deferred and added to the
principal
balance of a Mortgage
Loan due to
negative amortization.
Deferred
Interest Cap
Agreement:
Each of the deferred
interest
cap
agreements
dated as of November 29, 2006 between the
Grantor
Trust
Trustee,
on behalf of the Grantor
Trust,
and the
Deferred
Interest Cap
Agreement
Provider,
or any
replacement,
substitute, collateral or other arrangement in lieu thereof.
Deferred
Interest Cap Agreement
Provider:
Lehman
Brothers
Special
Financing
Inc. and its
successors and assigns or any
party to any replacement, substitute, collateral or other
arrangement in lieu thereof.
Definitive Certificate:
Any definitive, fully registered Certificate.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each Distribution Date, the calendar month in which
such Distribution Date occurs.
Euroclear:
Euroclear Bank, S.A./N.A., as operator of The Euroclear System.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date, an amount equal to the sum of (A) the excess of (i) the
Available
Distribution
Amount for both Loan Groups for that
Distribution
Date over (ii) the sum of (a) the
Interest
Distribution
Amount for
that
Distribution
Date and
(b) the
Principal
Remittance
Amount
for that
Distribution
Date to the
extent
not
applied to make
distributions of the Interest
Distribution
Amount on such
Distribution Date and (B) the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date.
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a)
the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense Fee Rate:
With respect to any Mortgage
Loan as of any date of
determination,
the sum of the Servicing Fee Rate and
the rate per annum at which the Subservicing Fee accrues.
Final
Maturity Date:
November 25, 2046,
the
Distribution
Date in the month of the latest
scheduled
maturity date of any
Mortgage Loan.
Final Maturity Reserve Account:
The separate
account
established and maintained by the Supplemental
Interest Trust Trustee
pursuant to Section 4.13 hereof.
Amounts on deposit in the Final Maturity Reserve Account will not
be an asset of any REMIC.
Grantor Trust:
The RALI Grantor Trust I-A, Series 2006-QO9.
Grantor Trust Available Funds:
With respect to any
Distribution
Date and any Class of Grantor Trust
Certificates,
the sum
of (i) any
payments
received
from the
Class
I-A1BU
Certificates
(in the case of the
Class
I-A1B
Certificates),
Class
I-A2AU
Certificates (in the case of the Class I-A2A
Certificates),
Class I-A3AU Certificates (in the case of the Class I-A3A
Certificates),
Class I-A3BU
Certificates (in the case of the Class I-A3B
Certificates) or Class I-A4AU
Certificates (in the case of the Class I-A4A
Certificates),
(ii) any payments
received by the Grantor Trust Trustee under the related
Deferred
Interest Cap Agreement,
(iii) in
the case of the Class I-A2A
Certificates,
any payments received by the Grantor Trust Trustee under the Yield
Maintenance
Agreement,
and (iv) all other assets
constituting
the corpus of the Grantor
Trust,
following
the payments of amounts to reimburse the Grantor
Trust Trustee for any reimbursable expenses allocable to the
Grantor Trust.
Grantor Trust Certificates:
The Class I-A1B, Class I-A2A, Class I-A3A, Class I-A3B and Class
I-A4A Certificates.
Grantor
Trust
Certificate
Account:
Any of the separate
Eligible
Accounts
created and
maintained
by the Grantor
Trust
Trustee
pursuant to Section 4.10 in the name of the Grantor
Trust Trustee for the benefit of the related
Grantor Trust
Certificates
and designated as "RALI Grantor Trust I-A1B Certificate
Account,
Deutsche Bank Trust Company Americas,
as Grantor Trust Trustee,
in
trust for the
benefit
of the Class
I-A1B
Certificates,
RALI
Grantor
Trust I-A,
Series
2006-QO9",
"RALI
Grantor
Trust
I-A3A
Certificate
Account,
Deutsche Bank Trust Company
Americas,
as Grantor
Trust
Trustee,
in trust for the benefit of the Class I-A3A
Certificates,
"RALI Grantor Trust I-A2A Certificate Account,
Deutsche Bank Trust Company Americas, as Grantor Trust Trustee, in
trust
for the benefit of the Class I-A2A
Certificates,
"RALI Grantor Trust I-A,
Series
2006-QO9",
"RALI Grantor Trust I-A3B
Certificate
Account,
Deutsche Bank Trust Company
Americas,
as Grantor Trust Trustee,
in trust for the benefit of the Class I-A3B
Certificates,
RALI Grantor Trust I-A, Series 2006-QO9" and "RALI Grantor Trust
I-A4A Certificate
Account,
Deutsche Bank Trust Company Americas,
as
Grantor Trust Trustee,
in trust for the benefit of the Class I-A4A
Certificates,
RALI Grantor Trust I-A, Series
2006-QO9." Funds in
the Grantor Trust
Certificate
Accounts
shall be held in trust for the
applicable
Certificateholders
for the uses and purposes set
forth in this Agreement.
Grantor Trust Trustee:
Deutsche Bank Trust Company Americas, together with its permitted
successors and assigns.
Gross Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
on the Mortgage Loan Schedule
attached hereto as the "NOTE MARGIN," which
percentage is added to the related Index on each Adjustment
Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Group I Certificates:
The Class I-A1A, Class I-A1BU, Class I-A2AU, Class I-A3AU, Class
I-A3BU and Class I-A4AU Certificates.
Group I Cut-off Date Principal Balance:
$587,489,999.65.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Net WAC Rate:
For any
Distribution
Date,
the
weighted
average
of the Net
Mortgage
Rates of the Group I Loans,
applicable for payments scheduled to be distributed to
Certificateholders on such Distribution Date.
Group I Principal
Distribution
Amount:
On any Distribution
Date, an amount equal to the sum of (i) the amount described in
clause (i) of the definition of Class A Principal
Allocable Amount
multiplied by a fraction,
the numerator of which is the Principal
Remittance
Amount for Loan Group I and the denominator of which is the
Principal
Remittance
Amount for both Loan Groups and (ii) the
amount
described in clause (ii) of the definition of Class A Principal
Allocable
Amount
multiplied by a fraction,
the numerator of
which is the aggregate
Certificate
Principal Balance of the Class I-A Certificates
(other than the Grantor Trust Certificates) after
taking into account the Principal
Remittance
Amount
distributable
for such
Distribution
Date and the
denominator of which is the
aggregate
Certificate
Principal
Balance of the Class A Certificates
(other than the Grantor Trust
Certificates)
after taking into
account the Principal Remittance Amount distributable for such
Distribution Date.
Group I Subordinate
Amount: On any date of
determination,
the excess of the aggregate Stated Principal Balance of the Group
I Loans as of such date over the aggregate Certificate Principal
Balance of the Group I Certificates then outstanding.
Group II Certificates:
The Class II-A Certificates.
Group II Cut-off Date Principal Balance:
$ 312,615,729.01.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group II Net WAC Rate:
For any
Distribution
Date,
the weighted
average of the Net
Mortgage
Rates of the Group II Loans,
applicable for payments scheduled to be distributed to
Certificateholders on such Distribution Date.
Group II Principal
Distribution
Amount: On any Distribution
Date, an amount equal to the sum of (i) the amount described in
clause (i) of the definition of Class A Principal
Allocable Amount
multiplied by a fraction,
the numerator of which is the Principal
Remittance
Amount for Loan Group II and the denominator of which is the
Principal
Remittance Amount for both Loan Groups and (ii) the
amount
described in clause (ii) of the definition of Class A Principal
Allocable
Amount
multiplied by a fraction,
the numerator of
which is the
aggregate
Certificate
Principal
Balance of the Class
II-A
Certificates
after
taking
into
account
the
Principal
Remittance
Amount
distributable
for such
Distribution
Date and the
denominator
of which is the aggregate
Certificate
Principal
Balance of the Class A
Certificates
(other than the Grantor Trust
Certificates)
after taking into account the Principal
Remittance
Amount distributable for such Distribution Date.
Group II
Subordinate
Amount:
On any date of
determination,
the excess of the aggregate
Stated
Principal
Balance of the
Group II Loans as of such date over the aggregate Certificate
Principal Balance of the Group II Certificates then outstanding.
Index:
With respect to any Mortgage Loan and as to any Adjustment
Date therefor,
the related index as stated in the related
Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Insolvency
Proceeding:
The
commencement,
after the date this
Agreement,
of any bankruptcy,
insolvency,
readjustment of
debt,
reorganization,
marshalling of assets and liabilities or similar proceedings by or
against any Person, the commencement,
after
the date hereof,
of any proceedings by or against any Person for the winding up or
liquidation of its affairs,
or the consent,
after
the date hereof, to the appointment of a trustee, conservator,
receiver or liquidator in any bankruptcy,
insolvency,
readjustment of
debt, reorganization, marshalling of assets and liabilities or
similar proceedings of or relating to any Person.
Interest
Accrual Period:
With respect to any Distribution
Date and the Class A Certificates
and Class M Certificates,
the
period beginning on the prior Distribution Date (or, in the case of
the first
Distribution Date,
November 25, 2006) and ending on the
day
immediately
preceding
the
Distribution
Date and with
respect to any
Distribution
Date and the Class AXP
Certificates,
the
calendar month preceding the month in which the Distribution Date
occurs.
Interest
Distribution
Amount:
For any
Distribution
Date,
the
aggregate
of the
amounts
payable
pursuant
to
Section
4.02(c)(i).
Interest Only Certificates:
The Class AXP Certificates.
LIBOR:
With respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a Saturday
or Sunday or (ii) a day on which
banking
institutions
in London,
England are required or authorized to by law to be closed.
LIBOR Certificates:
The Class A, Class M and Class B Certificates.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Loan Group:
Either Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Margin:
The Class I-A1A Margin,
Class I-A1B Margin,
Class I-A1BU Margin,
Class I-A2A Margin,
Class I-A2AU
Margin,
Class
I-A3A Margin,
Class I-A3AU Margin,
Class I-A3B Margin,
Class I-A3BU Margin,
Class I-A4A Margin and Class I-A4AU Margin,
Class II-A
Margin,
Class M-1 Margin,
Class M-2 Margin, Class M-3 Margin, Class M-4 Margin, Class M-5
Margin, Class M-6 Margin, Class M-7 Margin,
Class M-8 Margin, Class M-9 Margin or Class B Margin, as
applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC IV Regular
Interest
SB-IO and any
Distribution
Date, in
relation to the REMIC III Regular Interests,
a per annum rate equal to two (2) times the weighted average of the
Uncertificated
REMIC
III Pass-Through Rates for REMIC III Regular Interest LT2 and REMIC
III Regular Interest LT3.
Maturity Date:
November 25, 2046, the Distribution
Date in the month of the latest
scheduled
maturity date of any Mortgage
Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate
indicated in Mortgage Loan
Schedule
hereto
attached
hereto as the "NOTE CEILING,"
which rate is the maximum
interest rate that may be applicable to such Mortgage Loan at any
time during
the life of such Mortgage Loan.
Maximum Net
Mortgage
Rate:
As to any
Mortgage
Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the
Expense Fee Rate.
Mortgage Loan Schedule:
The list or lists of the Mortgage Loans
attached
hereto as Exhibit One,
segregated for the Group I
Loans and the Group II Loans,
(and as amended
from time to time to reflect the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the following information as to
each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate as of origination ("ORIG RATE");
(iv)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi)
the
scheduled
monthly
payment of
principal,
if any,
and
interest as of the Cut-off
Date
("ORIGINAL P & I" or
"CURRENT P & I");
(vii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)
the Maximum Mortgage Rate ("NOTE CEILING");
(ix)
the maximum Net Mortgage Rate ("NET CEILING");
(x)
the Note Margin ("NOTE MARGIN");
(xi)
the Note Margin ("NOTE MARGIN");
(xii)
the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)
the rounding of the semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD");
(xiv)
the Loan-to-Value Ratio at origination ("LTV");
(xv)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xvi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or
vacation residence; and
(xvii)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner
occupied
residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Rate:
With respect to any Mortgage Loan, the interest rate borne by the
related
Mortgage Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on each
Mortgage
Loan will adjust on each
Adjustment
Date to equal
the sum (rounded to the nearest
multiple of one eighth of one percent (0.125%) or up to the nearest
one-eighth of one percent,
which
are
indicated by a "U" on the Mortgage Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage
Loan Schedule
under the heading "NOTE
METHOD"),
of the related
Index plus the Note Margin,
in each case subject to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
MTA:
With respect to any
Distribution
Date,
the
twelve-month
moving
average
monthly
yield on United
States
Treasury
securities, expressed on a per annum basis, determined in
accordance with Section 1.03.
MTA
Determination
Date: For each Interest
Accrual Period,
fifteen days prior to the
commencement of that Interest Accrual
Period.
Net Deferred Interest:
On any Distribution
Date,
Deferred
Interest on the Mortgage Loans during the related Due Period
net of principal
payments
included in the Available
Distribution
Amount for such
Distribution Date and available to make principal
distributions on the related Certificates on that Distribution
Date.
For purposes of REMIC I, Net Deferred
Interest
attributable to Group I Loans shall be allocated to REMIC I Regular
Interest
LT1 and Net Deferred
Interest
attributable
to Group II Loans shall be allocated to REMIC I Regular
Interest LT5,
respectively,
in
reduction of the portion of the
Uncertificated
Accrued Interest
thereon
distributable
on the related
Distribution
Date and shall
result in an increase in the principal balance thereof to the
extent of such reduction.
For
purposes
of REMIC II,
Net
Deferred
Interest
attributable
to Group I Loans
shall be
allocated
to REMIC II Regular
Interest
Z-1 and Net
Deferred
Interest
attributable
to Group II
Loans
shall be
allocated
to
REMIC II
Regular
Interest
Z-2,
respectively,
in reduction of the portion of the
Uncertificated
Accrued Interest thereon
distributable on the related
Distribution
Date and shall result in an increase in the principal balance
thereof to the extent of such reduction.
For purposes of REMIC III,
Net
Deferred
Interest
attributable
to the
Mortgage
Loans shall be allocated to the REMIC III
Regular
Interest
LT1 in
reduction
of the
portion of the
Uncertificated
Accrued
Interest
thereon
distributable
on the related
Distribution Date and shall result in an increase in the principal
balance thereof to the extent of such reduction.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage Rate for such Mortgage Loan as of such date minus the
related Expense Fee Rate.
Net WAC Cap Rate:
o
For any
Distribution
Date and for the Class I-A
Certificates,
a per annum
rate equal to the
weighted
average of the Net
Mortgage
Rates of the Group I Loans
minus the sum of (a) an amount,
expressed
as a
percentage,
equal to (1) the
aggregate
amount
of
Accrued
Certificate
Interest
payable
on the
Class
I-AXP-IO
Component
of the
Class AXP
Certificates for such
Distribution
Date multiplied by 12, divided by (2) the aggregate Stated
Principal
Balance of
the Group I Loans
immediately
prior to such
Distribution
Date, (b) on or after the Distribution
Date in December
2016, if the aggregate
Stated
Principal
Balance of the Group I Loans and the Group II Loans with original
terms to
maturity
in excess of 30 years is greater
than the
scheduled
amount
set forth in column A of
Schedule 1 to this
Agreement at the beginning of the related Due Period, an amount,
expressed as a percentage,
equal to (1) the product
of (i) 1.00% and (ii) the aggregate Stated Principal
Balance of the Group I Loans with original terms to maturity in
excess of 30 years divided by (2) the
aggregate
Stated
Principal
Balance of the Group I Loans at the beginning of
the related Due Period, and (c) on or prior to the Distribution
Date in November 2008, 0.02%, and thereafter, 0.00%.
o
For any
Distribution
Date and for the Class II-A
Certificates,
a per annum rate equal to the
weighted
average of the Net
Mortgage
Rates of the Group II Loans minus the sum of (a) an amount,
expressed
as a
percentage,
equal to (1) the
aggregate
amount
of
Accrued
Certificate
Interest
payable
on the
Class
II-AXP-IO
Component
of the Class AXP
Certificates for such
Distribution
Date multiplied by 12, divided by (2) the aggregate Stated
Principal
Balance of
the Group II Loans
immediately
prior to such
Distribution
Date, (b) on or after the Distribution Date in December
2016, if the aggregate
Stated
Principal
Balance of the Group II Loans and the Group I Loans with original
terms to
maturity
in excess of 30 years is greater
than the
scheduled
amount
set forth in column A of
Schedule 1 to this
Agreement at the beginning of the related Due Period, an amount,
expressed as a percentage,
equal to (1) the product
of (i) 1.00% and (ii) the aggregate
Stated
Principal
Balance of the Group II Loans with original terms to maturity
in excess of 30 years divided by (2) the aggregate
Stated
Principal
Balance of the Group II Loans at the beginning
of the related Due Period,
and (c) on or prior to the
Distribution
Date in November 2008,
0.02%,
and thereafter,
0.00%.
o
For any
Distribution
Date and for the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5 and Class M-6
Certificates,
a
per annum rate equal to the weighted
average of the weighted
average of the Net Mortgage Rates of the Group I Loans
and the Group II Loans,
weighted on the basis of the Subordinate Component for the related
Loan Group, minus the sum
of (a) an amount,
expressed as a
percentage,
equal to (1) the
aggregate
amount of Accrued
Certificate
Interest
payable to the Class AXP
Certificates
for such
Distribution
Date
multiplied by 12,
divided by (2) the aggregate
Stated Principal
Balance of the Mortgage Loans
immediately
prior to such Distribution Date and (b) on or after the
Distribution Date in December 2016, an amount,
expressed as a percentage,
equal to (1) the product of 1.00% and the
aggregate
Stated
Principal
Balance of the Mortgage Loans with original terms to maturity in
excess of 30 years, if
such aggregate Stated
Principal
Balance is greater than the scheduled amount set forth in column A
of Schedule 1 to
this Agreement at the beginning of the related Due Period,
divided by (2) the aggregate Stated Principal
Balance of
the Mortgage Loans at the beginning of the related Due Period.
o
For any
Distribution
Date and for the Class M-7,
Class M-8, Class M-9 and Class B
Certificates,
a per annum rate equal to
the weighted
average of the weighted
average of the Net Mortgage Rates of the Group I Loans and the
Group II Loans,
weighted
on the
basis of the
Subordinate
Component
for the
related
Loan
Group,
plus,
(x) on or prior to the
Distribution Date in November 2008, the product of (i) 0.02% and
(ii) the aggregate
Certificate Principal Balance of
the Class I-A Certificates and Class II-A Certificates divided by
the aggregate
Certificate Principal Balance of the
Class
M-7,
Class
M-8,
Class M-9 and Class B
Certificates,
minus (y) the sum of (a) an
amount,
expressed
as a
percentage,
equal to (1) the aggregate amount of Accrued Certificate
Interest payable to the Class AXP Certificates
for such
Distribution
Date multiplied by 12, divided by (2) the aggregate Stated
Principal
Balance of the Mortgage
Loans
immediately
prior to such
Distribution
Date and (b) on or after the Distribution
Date in December 2016, an
amount,
expressed as a percentage,
equal to (1) the product of 1.00% and the aggregate Stated
Principal
Balance of
the Mortgage Loans with original terms to maturity in excess of 30
years, if such aggregate Stated Principal
Balance
is greater than the
scheduled
amount set forth in column A of Schedule 1 to this
Agreement at the beginning of the
related Due Period,
divided by (2) the aggregate Stated Principal
Balance of the Mortgage Loans at the beginning of
the related Due Period.
Note Margin:
With respect to each Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
in Exhibit One hereto as the "NOTE MARGIN," which
percentage is added to the Index on each
Adjustment
Date to determine
(subject to
rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the
interest rate to be borne by such Mortgage Loan until the next
Adjustment Date.
Notional
Amount:
As of any
date
of
determination,
with
respect
to the
Class
I-AXP-IO
Component
of
the
Class
AXP
Certificates,
an amount equal to 66.92901% of the aggregate
Certificate
Principal Balance of the Class I-A Certificates
(other than
the Grantor Trust
Certificates)
immediately
prior to such Distribution
Date. As of any date of
determination,
with respect to the
Class
II-AXP-IO
Component of the Class AXP
Certificates,
an amount equal to 66.92901% of the Certificate
Principal
Balance of the
Class II-A
Certificates
immediately
prior to such date. As of any
Distribution
Date,
with respect to the Class SB Certificates or
REMIC IV Regular Interest SB-IO, an amount equal to the aggregate
Uncertificated
Principal Balance of the REMIC III Regular Interests
immediately prior to such date.
Offered Certificates:
The Class A Certificates (other than the Underlying
Certificates),
Class M Certificates and Class AXP
Certificates.
Optional
Termination
Date: Any
Distribution
Date following the
Distribution
Date on or after which the aggregate
Stated
Principal
Balance
(after giving effect to
distributions
to be made on such
Distribution
Date) of the Mortgage
Loans is less than
10.00% of the Cut-off Date Principal Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be made on such
Distribution
Date over
(b) the
aggregate
Certificate
Principal
Balance of the Class A (other than the
Grantor
Trust
Certificates),
Class M and Class B
Certificates immediately prior to such date.
Overcollateralization Floor: An amount equal to the product of
0.50% and the Cut-off Date Principal Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess Cash Flow for that
Distribution Date (to the extent not used to cover the amounts
described in clauses
(b)(iv) and
(b)(v) of the definition of Principal
Distribution
Amount as of such
Distribution
Date) and
(b) the
excess of
(1) the
Required
Overcollateralization
Amount for such
Distribution Date over (2) the Overcollateralization Amount for
such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect to any
Distribution
Date on which the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all other
distributions
to be made on such
Distribution
Date,
greater
than
zero,
the
Overcollateralization
Reduction
Amount
shall be
equal
to the
lesser
of
(i) the
Excess
Overcollateralization
Amount
for that
Distribution Date and (ii) the Principal Remittance Amount for such
Distribution Date.
Pass-Through Rate:
o
With respect to the Class I-A
Certificates,
Class II-A
Certificates,
Class M and Class B Certificates and any Distribution
Date, a per annum rate equal to the lesser of (i) LIBOR plus the
related Margin for such
Distribution
Date and (ii)
the related Net WAC Cap Rate for such Distribution
Date,
adjusted to a rate based on the actual number of days in a
month and a 360-day year.
o
With respect to the Class I-AXP-IO
Component of the Class AXP Certificates and any Distribution
Date, a per annum rate equal
to the lesser of (x) the weighted
average of the Net Mortgage Rates of the Mortgage Loans in Loan
Group I and (y) on
or after the Distribution Date in November 2008, 2.00%, and
thereafter, 0.25%.
o
With
respect to the Class
II-AXP-IO
Component of the Class AXP
Certificates
and any
Distribution
Date, a per annum rate
equal to the lesser of (x) the weighted
average of the Net Mortgage Rates of the Mortgage Loans in Loan
Group II and
(y) on or after the Distribution Date in November 2008, 2.00%, and
thereafter, 0.25%.
o
With respect to the Class SB
Certificates
or REMIC IV Regular
Interest
SB-IO and any
Distribution
Date, a rate per annum
equal to the
percentage
equivalent
of a fraction,
the
numerator
of which is the sum of the
amounts
calculated
pursuant to clauses (i) and (ii) below, and the denominator of
which is the aggregate
principal balance of the REMIC
III Regular
Interests.
For purposes of calculating the Pass-Through
Rate for the Class SB Certificates or REMIC IV
Regular Interest SB-IO, the numerator is equal to the sum of the
following components:
(i)
the weighted
average of the Net WAC Cap Rates for the Class I-A,
Class II-A,
Class M and Class B
Certificates
minus the Marker Rate,
applied to a notional amount equal to the sum of the
Uncertificated
Principal
Balances of REMIC III Regular
Interest LT1,
REMIC III Regular
Interest LT2,
REMIC III Regular
Interest LT-Y1 and
REMIC III Regular Interest LT-Y2; and
(ii)
twice the
weighted
average of the Net WAC Cap Rates for the Class I-A,
Class
II-A,
Class M and
Class B Certificates minus twice the Marker Rate, applied to a
notional amount equal to the Uncertificated
Principal
Balance of REMIC III Regular Interest LT4.
Permanent
Regulation
S Global
Offered
Certificate:
Any one of the
Class
SB
Certificates
substantially
in the form of
Exhibit Ten-B hereto, and as more fully described in Section
5.02(g) hereof.
Prepayment
Assumption:
The
prepayment
assumption to be used for
determining
the accrual of original
issue
discount and
premium and market
discount on the
Certificates
for federal income tax purposes,
which assumes
constant
prepayment
rates in each
month as indicated in the following table:
PREPAYMENT PENALTY
PREPAYMENT PENALTY
MORTGAGE PAYMENT
NO PREPAYMENT
PREPAYMENT PENALTY TERM
TERM OF TWO YEARS OR MORE
TERM OF
PERIOD
PENALTY TERM
OF ONE YEAR
BUT LESS THAN THREE YEARS
THREE YEARS OR GREATER
1
10.00%
15.00%
15.00%
15.00%
2
17.00%
15.00%
15.00%
15.00%
3
24.00%
15.00%
15.00%
15.00%
4
31.00%
15.00%
15.00%
15.00%
5
38.00%
15.00%
15.00%
15.00%
6
45.00%
15.00%
15.00%
15.00%
7
45.00%
25.00%
20.00%
15.00%
8
45.00%
25.00%
20.00%
15.00%
9
45.00%
25.00%
20.00%
15.00%
10
45.00%
25.00%
20.00%
15.00%
11
45.00%
25.00%
20.00%
15.00%
12
45.00%
25.00%
20.00%
15.00%
13
45.00%
50.00%
35.00%
20.00%
14
45.00%
50.00%
35.00%
20.00%
15
45.00%
50.00%
35.00%
20.00%
16
45.00%
50.00%
35.00%
20.00%
17
45.00%
50.00%
35.00%
20.00%
18
45.00%
50.00%
35.00%
20.00%
19
45.00%
50.00%
35.00%
20.00%
20
45.00%
50.00%
35.00%
20.00%
21
45.00%
50.00%
35.00%
20.00%
22
45.00%
50.00%
35.00%
20.00%
23
45.00%
50.00%
35.00%
20.00%
24
45.00%
50.00%
35.00%
20.00%
25
45.00%
50.00%
55.00%
25.00%
26
45.00%
50.00%
55.00%
25.00%
27
45.00%
50.00%
55.00%
25.00%
28
45.00%
50.00%
55.00%
25.00%
29
45.00%
50.00%
55.00%
25.00%
30
45.00%
50.00%
55.00%
25.00%
31
45.00%
50.00%
55.00%
25.00%
32
45.00%
50.00%
55.00%
25.00%
33
45.00%
50.00%
55.00%
25.00%
34
45.00%
50.00%
55.00%
25.00%
35
45.00%
50.00%
55.00%
25.00%
36
45.00%
50.00%
55.00%
25.00%
37 through 480
45.00%
50.00%
55.00%
55.00%
---------------------------------------------------------------------------------------------------------------------------------------
Prepayment
Charge:
With respect to any Mortgage Loan, the charges or premiums,
if any,
received in connection
with a full
or partial prepayment of such Mortgage Loan in accordance with the
terms thereof.
Prepayment
Charge Loan: Any Mortgage Loan for which a Prepayment
Charge (to which the Class P Certificates are entitled) may
be assessed, as indicated on the Mortgage Loan Schedule.
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date,
the
lesser of (a) the
excess of (x)
Available
Distribution Amount from both Loan Groups over (y) the sum of the
Interest Distribution Amount and (b) the sum of:
(i)
the
principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii)
the Stated Principal
Balance of any Mortgage Loan
repurchased
during the related
Prepayment
Period (or deemed to
have been so
repurchased
in
accordance
with Section
3.07(b))
pursuant to Section 2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited in the Custodial
Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03
or 2.04 during the related Prepayment Period;
(iii)
the principal portion of all other unscheduled collections,
other than Subsequent Recoveries,
on the Mortgage Loans
received
(or deemed to have been so
received)
during the prior
calendar
month or, in the case of
Principal
Prepayments
in Full,
during the related Prepayment Period,
including,
without limitation,
Curtailments,
Insurance Proceeds,
Liquidation
Proceeds,
REO
Proceeds and,
except to the extent applied to offset Deferred
Interest,
Principal
Prepayments,
to the extent applied by the Master
Servicer as recoveries of principal pursuant to Section 3.14;
(iv)
the lesser of
(1) Subsequent
Recoveries for such
Distribution
Date and (2) the
principal portion of any Realized
Losses allocated to any Class of Class I-A1A,
Class I-A1B,
Class I-A2A,
Class I-A3A, Class I-A3B, Class I-A4A, Class II-A, Class AXP
or Class M Certificates on a prior Distribution Date and remaining
unpaid;
(v)
the lesser of (a) the Excess
Cash Flow for that
Distribution
Date,
to the extent not used in clause
(iv) of this
definition on such Distribution
Date and (b) the principal
portion of any Realized Losses incurred,
or deemed to have been incurred,
on any Mortgage Loans in the calendar month preceding that
Distribution Date; and
(vi)
the lesser of (a) the Excess Cash Flow for such
Distribution
Date,
to the extent not used pursuant to clauses (iv)
or (v) of this
definition
on such
Distribution
Date,
and (b) the
amount of any
Overcollateralization
Increase
Amount
for such
Distribution Date;
minus
(vii)
the amount of any Overcollateralization Reduction Amount for such
Distribution Date and
(viii) the amount of any Capitalization Reimbursement Amount for
such Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any Distribution
Date, all amounts
described in clauses (b)(i) through (iii)
of the definition of Principal Distribution Amount for that
Distribution Date.
RALI Grantor Trust I-A, Series 2006-QO9:
The Grantor Trust formed pursuant to this Agreement,
the assets of which consist of
(A)(i)
the Class
I-A1BU
Certificates,
(ii) the
related
Deferred
Interest
Cap
Agreement
and (iii) the
related
Grantor
Trust
Certificate
Account;
(B)(i) the Class
I-A2AU
Certificates,
(ii) the
related
Deferred
Interest
Cap
Agreement,
(iii) the Yield
Maintenance
Agreement and (iv) the related Grantor Trust Certificate Account;
(C)(i) the Class I-A3AU Certificates,
(ii) the related
Deferred Interest Cap Agreement and (iii) the related Grantor Trust
Certificate
Account;
(D)(i) the Class I-A3BU
Certificates,
(ii)
the related
Deferred
Interest Cap Agreement and (iii) the related
Grantor Trust
Certificate
Account;
and (E) (i) the Class I-A4AU
Certificates,
(ii) the related Deferred Interest Cap Agreement and (iii) the
related Grantor Trust Certificate
Account.
With respect
to Exchange Act reporting requirements, the Trust Fund shall be
deemed to include the Grantor Trust.
Record
Date:
With
respect to each
Distribution
Date and each Class of Book
Entry
Certificates
other than the Class AXP
Certificates,
the Business Day immediately
preceding such
Distribution
Date. With respect to each Class of Definitive
Certificates
and the Class AXP
Certificates,
the close of business on the last
Business
Day of the month next
preceding
the month in which the
related Distribution Date occurs.
Related Group:
With respect to the Class I-A Certificates,
the Group I Loans.
With respect to the Class II-A
Certificates,
the Group II Loans.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC I:
The segregated pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
exclusive of the Basis Risk Shortfall Reserve Fund, which is not an
asset of any REMIC, with respect to which
a separate REMIC election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off Date (other than
Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial
Account or in the Certificate
Account and identified as belonging to the Trust Fund;
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv)
the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount:
The Available Distribution Amount.
REMIC I Distribution Amount:
(a)
On each
Distribution
Date,
the following
amounts,
in the following
order of priority,
shall be
distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests
related to Loan Group I:
(i)
to the
extent of the
portion
of the REMIC I
Available
Distribution
Amount
related to Loan Group I, to
REMIC II as the holder of REMIC I
Regular
Interests
LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect
thereof
remaining
unpaid from previous
Distribution
Dates, in the case of the REMIC I Regular
Interest LT1 each such amount having first been reduced by Net
Deferred
Interest
allocated
thereto for the related Distribution Date; and
(ii)
on each Distribution
Date, to REMIC II as the holder of the REMIC I Regular
Interests,
in an amount equal
to the
remainder of such portion of the REMIC I Available
Distribution
Amount after the
distributions
made
pursuant to clause (i)
above, allocated as follows (except as provided below):
(A)
in respect of REMIC I Regular Interests LT2, LT3 and LT4, their
respective
Principal
Distribution
Amounts;
(B)
in respect
of REMIC I
Regular
Interest
LT1 any
remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC I
Regular
Interests
LT2,
LT3 and LT4, pro rata
according to
their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their
respective Uncertificated Principal Balances are reduced to zero;
and
(D)
any remaining amounts to the Holders of the Class R-I Certificates.
(b)
On each
Distribution
Date,
the following
amounts,
in the following
order of priority,
shall be
distributed by
REMIC I to REMIC II on account of the REMIC I Regular Interests
related to Loan Group II:
(i)
to the
extent of the
portion of the REMIC I
Available
Distribution
Amount
related to Loan Group II, to
REMIC II as the holder of REMIC I
Regular
Interests
LT5, LT6, LT7 and LT8, pro rata, in an amount equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect
thereof
remaining
unpaid from previous
Distribution
Dates,
in the case of REMIC I Regular
Interest LT5 each such amount
having first been
reduced by Net
Deferred
Interest
allocated
thereto for the related Distribution Date; and
(ii)
on each Distribution
Date, to REMIC II as the holder of the REMIC I Regular
Interests,
in an amount equal
to the
remainder of such portion of the REMIC I Available
Distribution
Amount after the
distributions
made
pursuant to clause (i)
above, allocated as follows (except as provided below):
(A)
in respect of REMIC I Regular Interests LT6, LT7 and LT8, their
respective
Principal
Distribution
Amounts;
(B)
in respect
of REMIC I
Regular
Interest
LT5 any
remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC I
Regular
Interests
LT6,
LT7 and LT8, pro rata
according to
their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their
respective Uncertificated Principal Balances are reduced to zero;
and
(D)
any remaining amounts to the Holders of the Class R-I Certificates.
REMIC I Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal Balances
of the REMIC I Regular
Interests will be reduced on such
Distribution
Date by the allocation of Realized Losses and the distribution
of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the principal
balance of REMIC I Regular Interest LT1 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y2 =
the principal
balance of REMIC I Regular Interest LT2 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y3 =
the principal
balance of REMIC I Regular Interest LT3 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y4 =
the principal
balance of REMIC I Regular Interest LT4 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date (note:
Y3 = Y4).
AY1 =
the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 =
the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 =
the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 =
the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC I
Regular
Interests
LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date.
P1 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT1, LT2, LT3, and LT4 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest to be made
on such Distribution Date.
AP =
P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=
the
aggregate of the
principal
portions of Realized
Losses and Net Deferred
Interest to be allocated to, and the
principal
distributions
to be made on, the Group I Certificates on such
Distribution
Date (including
distributions
of accrued and
unpaid interest on the Class SB Certificates for prior Distribution
Dates).
R0 =
the Group I Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized
Losses
and Net Deferred Interest allocated on the prior Distribution Date.
R1 =
the Group I Net WAC Rate (stated as a monthly
rate) after giving
effect to amounts to be
distributed
and Realized
Losses and Net Deferred Interest to be allocated on such
Distribution Date.
a =
(Y2 + Y3)/P0.
The initial value of a on the Closing Date for use on the first
Distribution Date shall be 0.0001.
a0 =
R0*P0 minus the product of (1) the interest
rate for the Class
I-AXP-IO
Component set forth in footnote (3) to the
REMIC IV table
(stated as a monthly
rate) and (2) the Class
I-AXP-IO
Component
Notional
Amount,
in each case as
applicable
for
distributions to be made on such Distribution Date.
a1
=
R1*P1 minus the product of (1) the interest
rate for the Class
I-AXP-IO
Component set forth in footnote (3) to the
REMIC IV table
(stated as a monthly
rate) and (2) the Class
I-AXP-IO
Component
Notional
Amount,
in each case as
applicable
for
distributions to be made on the next succeeding Distribution Date.
Then, based on the foregoing definitions:
AY1 =
AP - AY2 - AY3 - AY4;
AY2 =
(a/2){( a0R1 - a1R0)/R0R1};
AY3 =
aAP - AY2; and
AY4 =
AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2)
If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{ a0R1P1 - a1R0P0}/{2R1R0P1 -
a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y5 =
the aggregate
principal
balance of REMIC I Regular Interest LT5 after
distributions and the allocation of Realized
Losses and Net Deferred Interest on the prior Distribution Date.
Y6 =
the principal
balance of REMIC I Regular Interest LT6 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y7 =
the principal
balance of REMIC I Regular Interest LT7 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y8 =
the principal
balance of REMIC I Regular Interest LT8 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date (note:
Y7 = Y8).
AY5 =
the REMIC I Regular Interest LT5 Principal Reduction Amount.
AY6 =
the REMIC I Regular Interest LT6 Principal Reduction Amount.
AY7 =
the REMIC I Regular Interest LT7 Principal Reduction Amount.
AY8 =
the REMIC I Regular Interest LT8 Principal Reduction Amount.
Q0 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT5, LT6, LT7, and LT8 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date.
Q1 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT5, LT6, LT7, and LT8 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest to be made
on such Distribution Date.
AQ =
Q0 - Q1 = the aggregate of the REMIC I Regular Interests LT5, LT6,
LT7 and LT8
Principal Reduction Amounts.
=
the
aggregate of the
principal
portions of Realized
Losses and Net Deferred
Interest to be allocated to, and the
principal
distributions
to be made on, the Group II Certificates on such
Distribution
Date (including
distributions of accrued and
unpaid interest on the Class SB Certificates for prior Distribution
Dates).
S0 =
the Group II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
and Net Deferred Interest allocated on the prior Distribution Date.
S1 =
the Group II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses and Net Deferred Interest to be allocated on such
Distribution Date.
a =
(Y6 + Y7)/Q0.
The initial value of a on the Closing Date for use on the first
Distribution Date shall be 0.0001.
A0 =
S0*Q0 minus the product of (1) the interest rate for the Class
II-AXP-IO
Component set forth in footnote (3) to the
REMIC IV table
(stated as a monthly rate) and (2) the Class
II-AXP-IO
Component
Notional
Amount,
in each case as
applicable
for
distributions to be made on such Distribution Date.
A1
=
S1*Q1 minus the product of (1) the interest rate for the Class
II-AXP-IO
Component set forth in footnote (3) to the
REMIC IV table
(stated as a monthly rate) and (2) the Class
II-AXP-IO
Component
Notional
Amount,
in each case as
applicable
for
distributions to be made on the next succeeding Distribution Date.
Then, based on the foregoing definitions:
AY5 =
AQ - AY6 - AY7 - AY8;
AY6 =
(a/2){(A0S1 - A1S0)/S0S1};
AY7 =
aAQ - AY6; and
AY8 =
AY7.
if both AY6 and AY7, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2)
If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a{A0S1Q1 - A1S0Q0}/{2S1S0Q1 -
A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
REMIC I
Realized
Losses:
Realized
Losses on Group I
Loans and Group II
Loans shall be
allocated to the REMIC I
Regular
Interests as follows:
(1) The interest
portion of Realized
Losses on Group I Loans, if any, shall be allocated among REMIC I
Regular
Interests LT1, LT2 and LT4 pro rata according to the amount of
interest accrued but unpaid thereon,
in reduction thereof;
and (2) the
interest
portion of Realized Losses on Group II
Loans,
if any, shall be allocated
among REMIC I Regular
Interests LT5, LT6 and LT8
pro rata according to the amount of interest accrued but unpaid
thereon,
in reduction
thereof.
Any interest portion of such Realized
Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a
principal
portion of Realized
Losses not
attributable
to any specific
Mortgage Loan in such Loan Group and allocated
pursuant to the
succeeding
sentences.
The
principal
portion of Realized
Losses with
respect to Loan
Group I
and Loan
Group II
shall be
allocated
to the REMIC I
Regular
Interests as follows:
(1) The principal
portion of Realized
Losses on Group I Loans shall be allocated,
first,
to REMIC I
Regular
Interests
LT2, LT3 and LT4
pro-rata
according to their
respective
REMIC I
Principal
Reduction
Amounts to the extent
thereof in
reduction of the
Uncertificated
Principal
Balance of such REMIC I
Regular
Interests and,
third,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to the REMIC I Regular
Interest LT1 in reduction of the
Uncertificated
Principal
Balance thereof;
and (2) the principal
portion of Realized Losses on Group II Loans shall be allocated,
first, to REMIC I
Regular Interests LT6, LT7 and LT8 pro-rata
according to their respective
REMIC I
Principal
Reduction Amounts to the extent thereof
in reduction of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interests and, third,
the remainder,
if any, of such
principal
portion of such
Realized
Losses
shall be
allocated to REMIC I
Regular
Interest LT5 in reduction of the
Uncertificated
Principal Balance thereof.
REMIC I
Regular
Interests:
REMIC I
Regular
Interest LT1,
REMIC I Regular
Interest LT2,
REMIC I
Regular
Interest LT3,
REMIC I Regular
Interest LT4,
REMIC I Regular
Interest LT5,
REMIC I Regular
Interest LT6, REMIC I Regular Interest LT7 and REMIC I
Regular Interest LT8.
REMIC I
Regular
Interest
LT1:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT1 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT1 on such Distribution Date.
REMIC I
Regular
Interest
LT2:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT2 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT2 on such Distribution Date.
REMIC I
Regular
Interest
LT3:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular Interest LT3 Principal
Reduction Amount for such
Distribution
Date over the Realized Losses allocated to the REMIC I Regular
Interest LT3 on such Distribution Date.
REMIC I
Regular
Interest
LT4:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular Interest LT4 Principal
Reduction Amount for such
Distribution
Date over the Realized Losses allocated to the REMIC I Regular
Interest LT4 on such Distribution Date.
REMIC I
Regular
Interest
LT5:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT5 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT5 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT5 on such Distribution Date.
REMIC I
Regular
Interest
LT6:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT6 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT6 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT6 on such Distribution Date.
REMIC I
Regular
Interest
LT7:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT7 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT7 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT7 on such Distribution Date.
REMIC I
Regular
Interest
LT8:
A regular
interest
in
REMIC I
that is held as an asset of REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT8 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT8 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT8 on such Distribution Date.
REMIC II: The
segregated
pool of assets
subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of the REMIC I Regular
Interests.
REMIC II Available
Distribution
Amount:
For any Distribution
Date, the amount distributed from REMIC I to REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II Distribution
Amount: For any Distribution Date, the REMIC II Available
Distribution
Amount shall be distributed to
the REMIC II Regular Interests and the Class R-II Certificates in
the following amounts and priority:
(a)
To the extent of the portion of the REMIC II Available Distribution
Amount related to Loan Group I:
(i)
first,
to REMIC II
Regular
Interests
Y-1,
Z-1 and I-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest
for such Regular
Interests
remaining
unpaid from
previous
Distribution
Dates,
reduced in the case of REMIC II
Regular
Interest
Z-1 by any
portion
thereof
representing
Net
Deferred
Interest
allocated
to such
Regular
Interest
on such
previous
Distribution Date, pro rata according to their respective shares of
such unpaid amounts;
(ii)
second,
to REMIC II
Regular
Interests
Y-1, Z-1 and I-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest
for such
Classes for the current
Distribution
Date,
reduced in the case of REMIC II
Regular
Interest Z-1 by any portion
thereof
representing Net Deferred Interest
allocated to such Regular Interest on such Distribution
Date, pro rata according to their
respective Uncertificated Accrued Interest, as reduced; and
(iii)
third, to REMIC II
Regular
Interests Y-1 and Z-1, the REMIC II Y-1 Principal
Distribution
Amount and the
REMIC II Z-1 Principal Distribution Amount, respectively.
(b)
To the extent of the portion of the REMIC II Available Distribution
Amount related to Loan Group II:
(i)
first,
to REMIC II
Regular
Interests
Y-2, Z-2 and II-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest for such Classes remaining unpaid from previous
Distribution
Dates,
reduced in the case of REMIC II Regular Interest Z-2 by
any portion thereof
representing
Net Deferred
Interest
allocated to such Regular Interest on such previous
Distribution
Date, pro
rata according to their respective shares of such unpaid amounts;
(ii)
second,
to REMIC II
Regular
Interests
Y-2 Z-2 and II-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest
for such
Classes for the current
Distribution
Date,
reduced in the case of REMIC II
Regular
Interest Z-2 by any portion
thereof
representing Net Deferred Interest
allocated to such Regular Interest on such Distribution
Date, pro rata according to their
respective Uncertificated Accrued Interest, as reduced; and
(iii)
third, to REMIC II
Regular
Interests Y-2 and Z-2, the REMIC II Y-2 Principal
Distribution
Amount and the
REMIC II Z-2 Principal Distribution Amount, respectively.
(c)
To the extent of the REMIC II
Available
Distribution
Amounts for Group I and Group II for such
Distribution
Date
remaining after payment of the amounts pursuant to paragraphs (a)
and (b) of this definition of "REMIC II Distribution Amount:"
(i)
first,
to REMIC II
Regular
Interests
Y-1,
Z-1,
Y-2 and Z-2, pro rata
according
to the amount of
unreimbursed
Realized Losses allocable to principal
previously
allocated to each such Regular Interest,
the aggregate amount of any distributions
to the Certificates as reimbursement of such Realized Losses on
such
Distribution
Date pursuant to clause (xiii) in
Section 4.02(c);
provided,
however,
that any amounts
distributed
pursuant to this
paragraph
(c)(i) of this
definition
of "REMIC II
Distribution
Amount" shall not cause a reduction in the
Uncertificated
Principal
Balances of any of REMIC II Regular
Interests Y-1, Z-1, Y-2 and
Z-2; and
(ii)
second, to the Class R-II Certificates, any remaining amount.
REMIC II Marker Rate:
With respect to REMIC II Regular
Interests
Y-1 and Z-1 and
Component I of REMIC II Regular
Interest
AXP-LT and any Distribution
Date, in relation to the REMIC I Regular
Interests,
a per annum rate equal to two (2) times the weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates for REMIC I Regular
Interest LT2 and REMIC I Regular
Interest
LT3. With
respect to REMIC II Regular
Interests Y-2 and Z-2 and Component II of REMIC II Regular Interest
AXP-LT and any
Distribution
Date, in
relation to the REMIC I Regular Interests,
a per annum rate equal to two (2) times the weighted average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interest LT6 and REMIC I
Regular Interest LT7.
REMIC II Y
Principal
Reduction
Amounts:
For any
Distribution
Date the
amounts
by which
the
Uncertificated
Principal
Balances of REMIC II
Regular
Interests Y-1 and Y-2,
respectively,
will be reduced on such
Distribution
Date by the
allocation of
Realized Losses and the distribution of principal, determined as
follows:
First for each of Loan
Group I
and Loan
Group II
determine
the REMIC II Marker
Rates for the
related
REMIC II
Regular
Interests Y and Z, respectively,
for distributions of interest that will be made on the next
succeeding
Distribution Date (the "Group
Interest Rate").
The REMIC II Principal
Reduction Amount for each of the REMIC II Y Regular Interests will
be determined
pursuant to
the
"Generic
solution
for the
REMIC II Y Regular
Interests"
set forth
below (the
"Generic
Solution")
by making the
following
identifications among the Loan Groups and their related REMIC II Y
Regular Interests and REMIC II Z Regular Interests:
A.
Determine
which Loan Group has the lower Group Interest Rate.
That Loan Group will be identified with Loan
Group AA
and the
REMIC II Y Regular
Interests
and
REMIC II
Z Regular
Interests
related to that Loan Group will be
respectively
identified
with the REMIC II YAA and REMIC II ZAA Regular
Interests.
The Group
Interest Rate for that Loan Group will be identified
with J%. If the two Loan Groups have the same Group
Interest
Rate pick one for this
purpose,
subject to the
restriction
that each
Loan Group may be picked only once in the course of any such
selections pursuant to paragraphs A and B of this definition.
B.
Determine
which Loan Group has the higher Group
Interest
Rate.
That Loan Group will be
identified
with
Loan
Group BB
and the
REMIC II Y Regular
Interests
and
REMIC II Z Regular
Interests
related to that Group will be
respectively
identified
with the REMIC II YBB and REMIC II ZBB Regular
Interests.
The Group
Interest Rate for that Loan Group will be identified
with K%. If the two Loan Groups have the same Group
Interest
Rate the Loan Group not selected
pursuant to
paragraph A, above,
will
be selected for purposes of this paragraph B.
Second,
apply the
Generic
Solution
set forth
below to
determine
the
REMIC II Y
Principal
Reduction
Amounts
for the
Distribution Date using the identifications made above.
GENERIC
SOLUTION
FOR THE
REMIC II Y
PRINCIPAL
REDUCTION
AMOUNTS:
For any
Distribution
Date,
the amounts by which the
Uncertificated
Principal
Balances
of
REMIC II
YAA
and
REMIC II
ZAA
Regular
Interests
respectively
will be
reduced
on such
Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
J% and K% represent the Group Interest Rates on Loan Group AA and
Loan Group BB respectively.
J% less than K%.
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
PJB =
the Loan Group AA Subordinate
Amount after the allocation of Realized Losses and Net Deferred
Interest and
distributions of principal on such Distribution Date.
PKB =
the Loan Group BB Subordinate
Amount after the allocation of Realized Losses and Net Deferred
Interest and
distributions of principal on such Distribution Date.
R =
the Class CB Pass Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj =
the REMIC II YAA
Principal
Balance
after
distributions
and the
allocation
of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
Yk =
the REMIC II YBB
Principal
Balance
after
distributions
and the
allocation
of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
(DELTA)Yj =
the REMIC II YAA Principal Reduction Amount.
(DELTA)Yk =
the REMIC II YBB Principal Reduction Amount.
Zj =
the REMIC II ZAA
Principal
Balance
after
distributions
and the
allocation
of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
Zk =
the REMIC II ZBB
Principal
Balance
after
distributions
and the
allocation
of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
(DELTA)Zj =
the REMIC II ZAA Principal Reduction Amount.
=
(DELTA)Pj - (DELTA)Yj
(DELTA)Zk =
the REMIC II ZBB Principal Reduction Amount.
=
(DELTA)Pk - (DELTA)Yk
Pj =
the aggregate
Uncertificated Principal Balance of the REMIC II YAA and REMIC II
ZAA Regular Interests after
distributions
and the allocation of Realized Losses and Net Deferred
Interest on the prior
Distribution
Date, which is equal to the
aggregate principal balance of the Group AA Loans.
Pk =
the aggregate
Uncertificated Principal Balance of the REMIC II YBB and REMIC II
ZBB Regular Interests after
distributions
and the allocation of Realized Losses and Net Deferred
Interest on the prior
Distribution
Date, which is equal to the
aggregate principal balance of the Loan Group BB Mortgage Loans.
(DELTA)Pj =
the
aggregate
principal
reduction
resulting
on such
Distribution
Date on the
Loan
Group AA
Mortgage Loans as a result of principal
distributions
(exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of
the
definition
of REMIC II
Distribution
Amount) to be made and Realized
Losses and Net
Deferred
Interest to be allocated on such
Distribution Date, if applicable, which is equal to the aggregate
of the REMIC II YAA and REMIC II ZAA Principal Reduction Amounts.
(DELTA)Pk=
the
aggregate
principal
reduction
resulting
on such
Distribution
Date on the
Loan
Group BB
Mortgage Loans as a result of principal
distributions
(exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of
the
definition
of REMIC II
Distribution
Amount) to be made and Realized
Losses and Net
Deferred
Interest to be allocated on such
Distribution Date, which is equal to the aggregate of the REMIC II
YBB and REMIC II ZBB Principal Reduction Amounts.
(alpha) =
.0005
(gamma) =
(R - J%)/(K% - R).
(gamma) is a
non-negative
number
unless its
denominator
is zero,
in which
event it is undefined.
If (gamma) is zero, (DELTA)Yk = Yk and (DELTA)Yj =
(Yj/Pj)(DELTA)Pj.
If (gamma) is undefined, (DELTA)Yj = Yj, (DELTA)Yk =
(Yk/Pk)(DELTA)Pk. if denominator
In the remaining situations, (DELTA)Yk and (DELTA)Yj shall be
defined as follows:
1.
If Yk - (alpha)(Pk
- (DELTA)Pk)
= > 0, Yj-
(alpha)(Pj
- (DELTA)Pj)
=> 0, and (gamma) (Pj - (DELTA)Pj) < (Pk -
(DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and (DELTA)Yj = Yj
- (alpha)(Pj - (DELTA)Pj).
2.
If
Yk - (alpha)(Pk - (DELTA)Pk)
=> 0,
Yj - (alpha)(Pj - (DELTA)Pj)
=> 0, and (gamma) (Pj - (DELTA)Pj) => (Pk - (DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and (DELTA)Yj = Yj -
((alpha)/(gamma))(Pk - (DELTA)Pk).
3.
If
Yk - (alpha)(Pk - (DELTA)Pk)
<
0,
Yj - (alpha)(Pj - (DELTA)Pj)
= >
0,
and
Yj - (alpha)(Pj - (DELTA)Pj)
= >
Yj - (Yk/(gamma)), (DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj)
and (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
4.
If
Yk - (alpha)(Pk - (DELTA)Pk)
< 0,
Yj - (Yk/(gamma)) = > 0,
and
Yj - (alpha)(Pj - (DELTA)Pj)
<= Yj - (Yk/(gamma)),
(DELTA)Yk = 0 and (DELTA)Yj = Yj - (Yk/(gamma)).
5.
If
Yj - (alpha)(Pj - (DELTA)Pj)
< 0,
Yj - (Yk/(gamma))
< 0,
and
Yk - (alpha)(Pk - (DELTA)Pk)
<= Yk - ((gamma)Yj),
(DELTA)Yk = Yk - ((gamma)Yj) and (DELTA)Yj = 0.
6.
If
Yj - (alpha)(Pj - (DELTA)Pj)
<
0,
Yk - (alpha)(Pk - (DELTA)Pk)
= > 0,
and
Yk - (alpha)(Pk - (DELTA)Pk)
= >
Yk - ((gamma)Yj), (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and
(DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
The purpose of the foregoing
definitional
provisions
together with the related
provisions
allocating
Realized Losses and
defining the REMIC II Y and REMIC II Z Principal
Distribution
Amounts is to accomplish the following
goals in the following order of
priority:
1.
Making the ratio of Yk to Yj equal to (gamma) after taking account
of the
allocation
Realized
Losses and the
distributions
that will be made through end of the Distribution Date to which
such provisions
relate and assuring that the Principal
Reduction
Amount for each of the REMIC II
YAA,
REMIC II YBB,
REMIC II ZAA and REMIC II ZBB Regular
Interests is greater than or equal to
zero for such Distribution Date;
2.
Making (i) the
REMIC II
YAA
Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II YAA
and REMIC II ZAA
principal
balances and (ii) the REMIC II YBB
principal
balances less than or equal to 0.0005 of the sum of the REMIC II
YBB and
REMIC II ZBB Principal
Balances in each case after giving effect to allocations of
Realized Losses and
distributions
to be made
through the end of the Distribution Date to which such provisions
relate; and
3.
Making
the
larger
of (a) the
fraction
whose
numerator
is Yk and whose
denominator
is the sum of Yk and Zk and (b) the
fraction whose
numerator is Yj and whose
denominator is the sum of Yj, and Zj as large as possible while
remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing
portion of the definition of REMIC II Y Principal
Reduction
Amount to accomplish
both of goals 1 and 2 above,
the amounts
thereof
should be adjusted to so as to accomplish
such goals within the
requirement
that
each REMIC II Y Principal
Reduction Amount must be less than or equal to the sum of (a) the
principal
Realized Losses to be allocated
on the related
Distribution Date for the related Pool and (b) the remainder of the
Available
Distribution Amount for the related Pool
or after reduction
thereof by the
distributions to be made on such
Distribution in respect of interest on the related REMIC II Y and
REMIC II Z Regular
Interests,
or, if both of such goals
cannot be
accomplished
within
such
requirement,
such
adjustment
as is
necessary
shall be made to
accomplish
goal 1 within such
requirement.
In the event of any
conflict
among the
provisions
of the
definition
of the
REMIC II Y
Principal
Reduction
Amounts,
such
conflict
shall be
resolved
on the basis of the goals and their
priorities set forth above within the requirement set forth in the
preceding sentence.
REMIC II
Realized
Losses:
Realized
Losses on Group I Loans and Group II
Loans shall be allocated to the REMIC II
Regular
Interests as follows:
(1) The interest
portion of Realized Losses on Group I Loans, if any, shall be
allocated among REMIC II Regular
Interests Y-1, Z-1 and I-AX-LT pro rata according to the amount of
interest accrued but unpaid thereon,
in reduction thereof;
and (2)
the interest
portion of Realized Losses on Group II
Loans,
if any, shall be allocated among REMIC II Regular
Interests Y-2, Z-2 and
II-AX-LT pro rata according to the amount of interest accrued but
unpaid thereon,
in reduction
thereof.
Any interest portion of such
Realized
Losses in excess of the amount
allocated
pursuant to the
preceding
sentence
shall be treated as a
principal
portion of
Realized Losses not attributable to any specific Mortgage Loan in
such Loan Group and allocated
pursuant to the succeeding
sentences.
The
principal
portion of Realized
Losses with respect to Loan Group I and Loan Group II
shall be allocated to the REMIC II
Regular
Interests as follows:
(1) The principal
portion of Realized
Losses on Group I Loans shall be allocated,
first,
to the REMIC II Y-1
Regular Interest to the extent of the REMIC II Y-1 Principal
Reduction Amount in reduction of the Uncertificated
Principal Balance of
such REMIC II
Regular
Interest
and,
second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be
allocated to the REMIC II Z-1 Regular Interest in reduction of the
Uncertificated
Principal
Balance
thereof;
and (2) the principal
portion of Realized
Losses on Group II
Loans shall be
allocated,
first,
to the REMIC II Y-2 Regular
Interest to the extent of the
REMIC II Y-2 Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular Interest and, second,
the remainder,
if any, of such principal
portion of such Realized
Losses shall be allocated to the REMIC II Z-2 Regular
Interest in
reduction of the Uncertificated Principal Balance thereof.
REMIC II Regular Interests:
REMIC II Regular Interests Y-1, Y-2, Z-1, Z-2 and AXP-LT.
REMIC II Regular
Interest
AXP-LT: A regular interest in REMIC II that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II
Regular
Interest Y-1: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest Y-1 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular
Interest Y-1 Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to REMIC II Regular
Interest Y-1 on such Distribution Date.
REMIC II Regular
Interest
Y-2:
A regular
interest
in REMIC II that is held as an asset of REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest Y-2 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular
Interest Y-2 Principal
Reduction
Amount for such
Distribution
Date over the Realized Losses
allocated to REMIC II Regular
Interest Y-2 on such Distribution Date.
REMIC II Regular
Interest
Z-1:
A regular
interest
in REMIC II that is held as an asset of REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest Z-1 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest Z-1 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest Z-1 on such Distribution Date.
REMIC II Regular
Interest
Z-2:
A regular
interest
in REMIC II that is held as an asset of REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest Z-2 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest Z-2 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest Z-2 on such Distribution Date.
REMIC II Z
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
Uncertificated
Principal
Balances of REMIC II Regular
Interests
Z-1 and Z-2,
respectively,
will be reduced on such
Distribution
Date by the
allocation of
Realized
Losses and the
distribution
of
principal,
which
shall be in each case the excess of (A) the sum of (x) the excess
of the
REMIC II Available
Distribution
Amount for the related Loan Group (i.e. the "related Group" for the
REMIC II Regular
Interest Z-1 is
Group I
and the
"related
Loan
Group" for REMIC II Regular
Interest
Z-2 is Loan
Group II)
exclusive
of any amount in respect of
Subsequent
Recoveries
included
therein
over the amount
thereof
distributable
in respect of
interest
on such REMIC II Z Regular
Interest and the related
REMIC II Y Regular
Interest and (iv) to such REMIC II Z Regular
Interest and the related REMIC II Y Regular
Interest
pursuant to the definition of "REMIC II
Distribution
Amount" and (y) the amount of Realized
Losses
allocable to principal
for the related Loan Group over (B) the REMIC II Y Principal
Reduction Amount for the related Loan Group.
REMIC III: The
segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
with
respect
to which a
separate
REMIC
election
is to be made,
consisting
of the REMIC II Regular
Interests.
REMIC III Available
Distribution
Amount:
For any
Distribution
Date, the amount
distributed from REMIC II to REMIC III on
such Distribution Date in respect of the REMIC II Regular
Interests.
REMIC III Distribution Amount:
(a)
On each Distribution Date, the following amounts,
in the following order of priority,
shall be distributed by REMIC
III to REMIC IV on account of the REMIC III Regular
Interests
and to the
Holders of the Class R-III
Certificates
in the
following
amounts and priorities:
(i)
to
REMIC IV
as the
holder of REMIC III
Regular
Interests,
pro
rata,
in an amount
equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect thereof
remaining unpaid from previous
Distribution
Dates, in the case of REMIC III Regular Interest LT1 each such
amount having first been reduced by Net Deferred
Interest
allocated thereto for the related Distribution Date; and
(ii)
on each
Distribution
Date,
to
REMIC IV as the holder of the REMIC III
Regular
Interests,
in an amount
equal to the remainder of such portion of the REMIC III Available
Distribution
Amount after the distributions made pursuant to clause
(i) above, allocated as follows (except as provided below):
(A)
in respect of REMIC III Regular
Interests
LT2,
LT3,
LT4 and LT-Y1 and LT-Y2,
their
respective
Principal Distribution Amounts;
(B)
in respect of REMIC III Regular
Interest
LT1 any
remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any remainder in respect of REMIC III Regular
Interests LT2, LT3, LT4,
LT-Y1 and LT-Y2,
pro rata
according to their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their respective Uncertificated Principal Balances are
reduced to zero; and
(iii)
any remaining amounts to the Holders of the Class R-III
Certificates.
REMIC III
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts
by which the
