EXECUTION COPY
==============================================================================================
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
Trustee
SERIES SUPPLEMENT,
DATED AS OF DECEMBER 1, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QS18
==============================================================================================
ARTICLE I
DEFINITIONS
Section
1.01
Definitions...........................................................4
Section
1.02 Use of Words and
Phrases.............................................36
Section
1.03 Determination of
LIBOR...............................................36
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01 Conveyance of Mortgage
Loans.........................................38
Section
2.02 Acceptance by Trustee. (See Section 2.02 of the Standard
Terms)......38
Section
2.03 Representations, Warranties and Covenants of the Master
Servicer and the
Company.............................................38
Section
2.04 Representations and Warranties of Sellers.(See Section 2.04 of
the Standard
Terms)..................................................42
Section
2.05 Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in REMIC I and REMIC
II............42
Section
2.06 Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests; Acceptance by the
Trustee..............................................................42
Section
2.07 Issuance of Certificates Evidencing Interest in REMIC
III............43
Section
2.08 Purposes and Powers of the Trust. (See Section 2.08 of the
Standard
Terms)......................................................43
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.01 Certificate Account. (See Section 4.01 of the Standard
Terms)........45
Section
4.02
Distributions........................................................45
Section
4.03 Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting. (See Section 4.03 of the
Standard
Terms)......................................................55
Section
4.04 Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer. (See Section 4.04 of the
Standard
Terms)......................................................55
Section
4.05 Allocation of Realized
Losses........................................55
Section
4.06 Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the Standard
Terms).............................58
Section
4.07 Optional Purchase of Defaulted Mortgage Loans. (See Section
4.07 of the Standard
Terms)..........................................58
Section
4.08 Surety Bond. (See Section 4.08 of the Standard
Terms)................58
Section
4.09 Reserve
Fund.........................................................58
ARTICLE V
THE CERTIFICATES
Section 5.01.
The
Certificates....................................................60
Section 5.02.
Registration of Transfer and Exchange of
Certificates...............60
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
ARTICLE VII
DEFAULT
ARTICLE VIII
CONCERNING THE TRUSTEE
ARTICLE IX
TERMINATION OR OPTIONAL PURCHASE OF ALL CERTIFICATES
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................................................69
Section
9.02 Additional Termination Requirements. (See Section 9.02 of the
Standard
Terms)......................................................71
Section
9.03 Termination of Multiple REMICs. (See Section 9.03 of the
Standard
Terms)......................................................71
ARTICLE X
REMIC PROVISIONS
Section
10.01REMIC Administration. (See Section 10.01of the Standard
Terms).......72
Section
10.02Master Servicer; REMIC Administrator and Trustee
Indemnification. (See Section 10.02 of the Standard
Terms)...........72
Section
10.03Designation of
REMICs................................................72
Section
10.04Distributions on the Uncertificated REMIC I and REMIC II
Regular
Interests....................................................73
Section
10.05Compliance with Withholding
Requirements.............................76
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.01Amendment. (See Section 11.01 of the Standard
Terms).................77
Section
11.02Recordation of Agreement;
Counterparts. (See Section 11.02 of
the Standard
Terms)..................................................77
Section
11.03Limitation on Rights of Certificateholders (See Section 11.03
of the Standard
Terms)...............................................77
Section
11.04Governing Law. (See Section 11.04 of the Standard
Terms).............77
Section
11.05Notices..............................................................77
Section
11.06Required Notices to Rating Agency and Subservicer. (See
Section
11.06 of the Standard
Terms).........................................78
Section
11.07Severability of Provisions. (See Section 11.07 of the Standard
Terms)...............................................................78
Section
11.08Supplemental Provisions for Resecuritization. (See Section
11.08 of the Standard
Terms).........................................78
Section
11.09Allocation of Voting
Rights..........................................78
Section
11.10No
Petition..........................................................78
EXHIBITS
Exhibit One-I:
Mortgage Loan Schedule (Group I Loans)
Exhibit One-II:
Mortgage Loan Schedule (Group II Loans)
Exhibit One-III:
Mortgage Loan Schedule (Group III Loans)
Exhibit Two-I:
Schedule of Discount Fractions for Group I Loans
Exhibit Two-II:
Schedule of Discount Fractions for Group II Loans
Exhibit Two-III:
Schedule of Discount Fractions for Group III Loans
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Form of Certificate to be Given by Certificate Owner
Exhibit Five:
Form of Certificate to be Given by Euroclear or Clearstream Banking
Exhibit Six:
Form of Certificate
to be Given by
Transferree of Beneficial
Interest
in a Regulation S Book-Entry Certificate
Exhibit Seven:
Form
of
Transfer
Certificate
for
Exchange
or
Transfer
from
144A
Book-Entry Certificate to Regulation S Book-Entry Certificate
Exhibit Eight:
Form of Initial Purchaser Exchange Instructions
Exhibit Nine:
Standard Terms of Pooling and Servicing
Agreement Dated as of December 1, 2006
Exhibit Ten-A:
Rule 144A Global Offered Certificate
Exhibit Ten-B:
Permanent Regulation S Global Offered Certificate
Exhibit Ten-C:
Temporary Regulation S Global Offered Certificate
APPENDIX
Appendix I: ...Definition of Class Y Principal Reduction Amounts
This is a Series Supplement,
dated as of December 1, 2006 (the "Series
Supplement"),
to the Standard
Terms of Pooling and
Servicing
Agreement,
dated as of December 1, 2006 and
attached
as Exhibit
Nine
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 (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the "Certificates"),
to be issued hereunder in multiple classes, which in the
aggregate
will evidence the entire
beneficial
ownership
interest in the Mortgage Loans (as
defined herein).
As provided herein,
the REMIC
Administrator will make an election to treat
the entire
segregated
pool of assets
described in the definition of Trust Fund, and subject
to
this
Agreement
(including
the
Mortgage
Loans),
exclusive
of the
Yield
Maintenance
Agreement
and amounts on deposit in the Initial
Monthly
Payment
Fund,
as four real estate
mortgage investment conduits (each, a "REMIC") for federal income
tax purposes.
The terms and
provisions of the Standard Terms are hereby
incorporated
by reference
herein as though set forth in full
herein.
If any term or provision
contained
herein shall
conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the
terms and
provisions
of this Series
Supplement
shall
govern.
All
capitalized
terms not
otherwise
defined
herein
shall
have the
meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
Maturity Date, initial ratings and certain features
for each Class of Certificates comprising the interests in the
Trust Fund created hereunder.
Aggregate
Initial
Fitch/
Pass-Through
Certificate
Maturity
------------------
Minimum
Designation
Rate
Principal Balance
Features(1)
Date
Moody's/S&P
Denominations(2)
Senior/Super
I-A-1
Adjustable
Senior/Floater/Adjustable
December 25,
Rate(3)
$100,000,000.00
Rate
2036
AAA/Aaa/AAA
$25,000.00
(4)
Senior/Interest
I-A-2
Adjustable
Only/Inverse
December 25,
Rate(3)
$0.00
Floater/Adjustable Rate
2036
AAA/Aaa/AAA
$2,000,000.00
I-A-3
6.25%
$116,032,000.00
Senior/ Super
December 25,
AAA/Aaa/AAA
$25,000.00
Senior/Fixed Rate
2036
I-A-4
6.25%
$19,472,600.00
Senior/Super
December 25,
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
2036
I-A-5
6.25%(3)
$14,476,400.00
Senior/Senior
December 25,
AAA/Aa1/AAA
$25,000.00
Support/Lockout/Fixed Rate
2036
I-A-6
6.00%
$50,000,000.00
Senior/Fixed Rate
December 25,
AAA/Aaa/AAA
$25,000.00
2036
I-A-7
6.50%
$0.00(4)
Senior/Interest
December 25,
AAA/Aaa/AAA
$2,000,000.00
Only/Fixed Rate
2036
Senior/Super
II-A-1
Adjustable
$597,538,950.00 Senior/Floater/Adjustable
December 25,
AAA/Aaa/AAA
$25,000.00
Rate(3)
Rate
2036
(4)
Senior/Interest
II-A-2
Adjustable
$0.00
Only/Inverse
December 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/Adjustable Rate
2036
II-A-3
0.00%
$3,571,428.00
Senior/Principal
December 25,
AAA/Aaa/AAA
$25,000.00
Only/Fixed Rate
2036
Senior/Senior
II-A-4
Adjustable
$43,321,622.00 Support/Floater/Adjustable
December 25,
AAA/Aa1/AAA
$25,000.00
Rate(3)
Rate
2036
II-A-5
Adjustable
$50,000,000.00 Senior/Floater/Adjustable
December 25,
AAA/Aaa/AAA
$25,000.00
Rate(3)
Rate
2036
(4)Senior/Interest Only/
II-A-6
Adjustable
$0.00
Inverse
December 25,
AAA/Aaa/AAA
$25,000.00
Rate(3)
Floater/Adjustable Rate
2036
III-A-1
5.75%
$74,886,900.00 Senior/Super Senior/Fixed
December 25,
AAA/NA/AAA
$25,000.00
Rate
2021
III-A-2
5.75%
$5,842,100.00
Senior/Senior
December 25,
AAA/NA/AAA
$25,000.00
Support/Fixed Rate
2021
III-A-3
5.75%
$20,000,000.00 Senior/Super Senior/Fixed
December 25,
AAA/NA/AAA
$25,000.00
Rate
2021
I-A-P
0.00%
$190,116.98
Senior/Principal Only
December 25,
AAA/Aaa/AAA
$25,000.00
2036
I-A-V
Variable
$0.00(6)Senior/Interest Only/
December 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Variable Rate
2036
II-A-P
0.00%
$4,914,900.14
Senior/Principal Only
December 25,
AAA/Aaa/AAA
$25,000.00
2036
(6)Senior/Interest Only/
II-A-V
Variable
$0.00 --------------------------
December 25,
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Variable Rate
2036
III-A-P
0.00%
$355,377.67
Senior/Principal Only
December 25,
AAA/NA/AAA
$25,000.00
2036
III-A-V
Variable
$0.00(6)Senior/Interest Only/
December 25,
AAA/ NA /AAA
$2,000,000.00
Rate(5)
Variable Rate
2036
R-I
6.25%
$100.00 Senior/Residual/Fixed Rate
December 25,
AAA/Aaa/AAA
(7)
2036
R-II
5.75%
$100.00 Senior/Residual/Fixed Rate
December 25,
AAA/NA/AAA
(7)
2021
R-III
5.75%
$100.00 Senior/Residual/Fixed Rate
December 25,
AAA/NA/AAA
(7)
2021
R-IV
5.75%
$100.00 Senior/Residual/Fixed Rate
December 25,
AAA/NA/AAA
(7)
2021
I-M-1
Variable
$37,718,600.00
Mezzanine/Fixed Rate
December 25,
AA/NA/NA
$25,000.00
Rate(8)
2036
I-M-2
Variable
$13,470,600.00
Mezzanine/Fixed Rate
December 25,
A/NA/NA
$250,000.00
Rate(8)
2036
I-M-3
Variable
$10,237,700.00
Mezzanine/Fixed Rate
December 25,
BBB/NA/NA
$250,000.00
Rate(8)
2036
II-M-1
5.75%
$1,876,200.00
Mezzanine/Fixed Rate
December 25,
AA/NA/NA
$25,000.00
2021
II-M-2
5.75%
$416,900.00
Mezzanine/Fixed Rate
December 25,
A/NA/NA
$250,000.00
2021
II-M-3
5.75%
$312,600.00
Mezzanine/Fixed Rate
December 25,
BBB/NA/NA
$250,000.00
2021
I-B-1
Variable
$6,465,900.00
Subordinate/Fixed Rate
December 25,
BB/NA/NA
$250,000.00
Rate(8)
2021
I-B-2
Variable
$4,849,400.00
Subordinate/Fixed Rate
December 25,
B/NA/NA
$250,000.00
Rate(8)
2021
I-B-3
Variable
$5,388,312.90
Subordinate/Fixed Rate
December 25,
NA/NA/NA
$250,000.00
Rate(8)
2021
II-B-1
5.75%
$208,400.00
Subordinate/Fixed Rate
December 25,
BB/NA/NA
$250,000.00
2021
II-B-2
5.75%
$156,400.00
Subordinate/Fixed Rate
December 25,
B/NA/NA
$250,000.00
2021
II-B-3
5.75%
$156,321.12
Subordinate/Fixed Rate
December 25,
NA/NA/NA
$250,000.00
2021
(1)
The Certificates,
other than the Class R Certificates, shall be Book-Entry
Certificates.
The Class R
Certificates
shall be delivered to the holders
thereof in physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class
I-B-1,
Class I-B-2,
Class
I-B-3,
Class
II-B-1,
Class II-B-2 and Class
II-B-3
Certificates)
in excess
thereof,
except that one Certificate of any of the Class I-A-P, Class
II-A-P,
Class
III-A-P,
Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1, Class II-B-2
and Class II-B-3
Certificates
that
contain an uneven
multiple of $1,000
shall be issued in a denomination
equal to the sum of the related
minimum
denomination set forth above and such uneven multiple for such
Class or the
sum of such denomination and an integral multiple of $1,000.
(3)
-------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------
Adjustable
Initial
Formula
Maximum
Minimum
Rates:
-----------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class I-A-1
5.95%
LIBOR + 0.60%
Subject to the Available
0.60%
Funds Cap
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class I-A-2
0.30%
5.65%
LIBOR
5.65%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-1
5.80%
LIBOR + 0.45%
7.00%
0.45%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-2
1.20%
6.55%
LIBOR
6.55%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-4
5.80%
LIBOR + 0.45%
7.00%
0.45%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-5
5.65%
LIBOR + 0.30%
7.50%
0.30%
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Class II-A-6
1.85%
7.20%
LIBOR
7.20%
0.00%
---------------------------------------------------------------------------------------------------------------------------------
The Class I-A-1
Certificates
will represent
ownership of regular interests in
REMIC I,
together
with
certain
rights to
payments
to be made from
amounts
received under the related Yield Maintenance Agreement which will
be deemed made
for federal income tax purposes outside of REMIC I.
(4)
The Class I-A-2, Class I-A-7, Class II-A-2 and Class II-A-6
Certificates do
not have a Certificate
Principal
Balance.
For the purpose of calculating
interest payments, (i) interest on the Class I-A-2 Certificates
will accrue
on a notional
amount
equal to the
Certificate
Principal
Balance of the
Class I-A-1
Certificates
immediately
prior to the
related
Distribution
Date,
(ii)
interest
on the Class
I-A-7
Certificates
will
accrue on a
notional
amount
equal
to
(0.25/6.50)
multiplied
by
the
Certificate
Principal Balance of the Class I-A-6 Certificates
immediately prior to the
related
Distribution Date, (iii) interest on the Class II-A-2 Certificates
will accrue on a notional amount equal to the Certificate Principal
Balance
of the Class II-A-1 Certificates and Class II-A-4 Certificates
immediately
prior to the
related
Distribution
Date,
and (iv)
interest on the Class
II-A-6 Certificates will accrue on a notional amount equal to the
aggregate
Certificate Principal Balance of the Class II-A-5 Certificates
immediately
prior to the related Distribution Date.
(5)
The initial
Pass-Through Rate on the Class I-A-V
Certificates is 0.6370%,
the initial
Pass-Through Rate on the Class II-A-V Certificates is 0.2729%,
and the initial
Pass-Through
Rate on the Class
III-A-V
Certificates
is
0.5487%.
(6)
The Class I-A-V Certificates,
Class II-A-V and Class III-A-V
Certificates
each do not
have a
principal
balance.
For the
purpose
of
calculating
interest
payments,
interest will accrue on a notional amount equal to, in
the case of Class I-A-V Certificate, the aggregate stated principal
balance
of the
Mortgage
Loans
in Loan
Group
I, in the
case
of
Class
II-A-V
Certificate,
the aggregate stated principal
balance of the Mortgage Loans
in
Loan
Group
II and in the
case
of
Class
III-A-V
Certificate,
the
aggregate stated principal balance of the Mortgage Loans in Loan
Group III.
(7)
Each
class of the
Class R
Certificates
shall
be
issuable
in
minimum
denominations
of
not
less
than
a 20%
Percentage
Interest;
provided,
however,
that one Class R
Certificate
of each Class will be
issuable to
Residential
Funding as "tax matters person"
pursuant to Section
10.01(c)
and (e) in a minimum denomination representing a Percentage
Interest of not
less than 0.01%.
(8)
The
pass-through
rates
on the
Class
I-M
Certificates
and
Class
I-B
Certificates
will be a weighted
average of 6.25% and 7.00% per annum with
respect to Loan Group I and Loan Group II,
respectively,
weighted
on the
basis of the related Subordinate Percentage.
The Group I Loans
have an
aggregate
principal
balance
as of the
Cut-off
Date of
$323,635,781.46.
The Group II Loans have an
aggregate
principal
balance as of the
Cut-off
Date of
$754,012,848.56.
The Group III Loans have an aggregate
principal
balance as of the
Cut-off
Date of
$104,211,498.79.
The
combined
Group I Loans
and
Group II Loans
have an
aggregate principal balance as of the Cut-off Date of
$1,077,648,630.02.
In consideration of the mutual agreements herein
contained,
the Company,
the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section
1.01
Definitions.
Whenever used in this Agreement,
the following words and phrases,
unless the context
otherwise requires, shall have the meanings specified in this
Article.
Accrued
Certificate
Interest:
With
respect to each
Distribution
Date,
as to any
Class or Subclass of
Certificates
(other than any
Principal
Only
Certificates),
interest
accrued during the related
Interest
Accrual Period at the related
Pass-Through
Rate on the
Certificate
Principal
Balance
or
Notional
Amount
thereof
immediately
prior
to
such
Distribution Date. Accrued
Certificate
Interest will be calculated on the basis of a 360-day
year,
consisting of twelve 30-day months.
In each case Accrued
Certificate
Interest on any
Class or Subclass of Certificates will be reduced by the amount of:
(i)
Prepayment
Interest Shortfalls on all Mortgage Loans in the related Loan Group
(to
the
extent
not
offset
by
the
Master
Servicer
with
a
payment
of
Compensating Interest as provided in Section 4.01),
(ii)
the interest
portion
(adjusted to the Net Mortgage
Rate (or the Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized Losses on
all Mortgage Loans in the related Loan Group
(including
Excess Special Hazard
Losses,
Excess
Fraud
Losses,
Excess
Bankruptcy
Losses
and
Extraordinary
Losses) not allocated
solely to one or more specific
Classes of
Certificates
pursuant to Section 4.05,
(iii)
the interest
portion of Advances that were (A) previously made with respect to
a Mortgage
Loan or REO
Property on the
Mortgage
Loans in the
related
Loan
Group,
which
remained
unreimbursed
following
the Cash
Liquidation
or REO
Disposition
of such Mortgage Loan or REO Property and (B) made with respect to
delinquencies
that were
ultimately
determined
to be Excess
Special
Hazard
Losses,
Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses
on the Mortgage
Loans in the related Loan Group and were not allocated
solely
to one or more specific Classes of Certificates pursuant to Section
4.05, and
(iv)
any other interest shortfalls not covered by the subordination
provided by the
related
Class M
Certificates
and
related
Class B
Certificates,
including
interest
that
is
not
collectible
from
the
Mortgagor
pursuant
to
the
Servicemembers
Civil
Relief
Act,
as
amended,
or
similar
legislation
or
regulations as in effect from time to time, all allocated as
described below.
The Class
I-A
Percentage
of these
reductions
with
respect
to the Group I Loans
will be
allocated
among the
Holders of the Group I Senior
Certificates,
other than the Class I-A-P
Certificates,
in
proportion to the amounts of Accrued
Certificate
Interest that would have
been payable to those
Certificates
from the Group I Loans on that
Distribution
Date absent
such
reductions.
The Class II-A Percentage of these
reductions with respect to the Group II
Loans will be
allocated
among the
Holders of the Group II Senior
Certificates,
other than
the Class II-A-P
Certificates,
in proportion to the amounts of Accrued Certificate
Interest
that
would
have
been
payable
to
those
Certificates
from
the
Group
II
Loans on that
Distribution
Date absent such
reductions.
The Class III-A
Percentage
of these
reductions
with
respect
to the Group III Loans
will be
allocated
among the
Holders of the Group III
Senior Certificates,
other than the Class III-A-P Certificates,
in proportion to the amounts
of Accrued
Certificate
Interest that would have been payable to those
Certificates from the
Group III Loans on that
Distribution
Date absent such
reductions.
The
remainder
of these
reductions
will be allocated
among the Holders of the related Class M
Certificates
and the
related Class B Certificates
in proportion to the respective
amounts of Accrued
Certificate
Interest that would have been payable on that Distribution
Date absent these
reductions.
In
the case of each class of Class M Certificates and Class B
Certificates,
Accrued
Certificate
Interest on that class will be further
reduced by the interest
portion
(adjusted to the Net
Mortgage
Rate)
of
Realized
Losses
that
are
allocated
solely
to such
Class of Class M
Certificates or such Class of Class B in Certificates pursuant to
Section 4.05.
Adjustable
Rate
Certificates:
Any of the Class I-A-1,
Class I-A-2,
Class II-A-1,
Class II-A-2, Class II-A-4, Class II-A-5 and Class II-A-6
Certificates.
Aggregate Available
Distribution Amount: With respect to a Distribution Date, the sum
of the
Available
Distribution
Amounts
for both
Loan
Group I and
Loan
Group II for such
Distribution Date.
Aggregate Senior Interest
Distribution
Amount:
With respect to a Distribution Date,
the sum of the Senior
Interest
Distribution
Amounts for both Loan Group I and Loan Group II
for such Distribution Date.
Aggregate Senior Principal
Distribution
Amount: With respect to a Distribution Date,
the sum of the Senior Principal
Distribution
Amounts for both Loan Group I and Loan Group II
for such Distribution Date.
Available
Distribution
Amount:
As to any Distribution
Date and each Loan Group, an
amount
equal to (a) the sum of (i) the amount
relating to the
Mortgage
Loans on deposit in
the Custodial Account as of the close of business on the
immediately
preceding
Determination
Date, including any Subsequent
Recoveries,
and amounts deposited in the Custodial Account in
connection with the substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of
any Advance made on the immediately
preceding
Certificate
Account
Deposit Date,
(iii) any
amount deposited in the Certificate
Account on the related
Certificate
Account Deposit Date
pursuant
to the
second
paragraph
of Section
3.12(a),
(iv) any
amount
deposited
in the
Certificate
Account
pursuant to Section 4.07, (v) any amount that the Master Servicer
is not
permitted
to withdraw
from the
Custodial
Account or the
Certificate
Account
pursuant to
Section
3.16(e),
(vi) any amount
received
by the
Trustee
pursuant
to the Surety Bond in
respect of such Distribution
Date,
(vii) the
proceeds of any Pledged Assets received by the
Master
Servicer and (viii) any
additional
amounts to be included
with respect to such Loan
Group, as applicable,
pursuant to Section 4.02(l),
reduced by (b) the sum as of the close of
business
on
the
immediately
preceding
Determination
Date
of (w)
aggregate
Foreclosure
Profits,
(x) the
Amount
Held for
Future
Distribution,
and (y)
amounts
permitted
to be
withdrawn by the Master
Servicer from the Custodial
Account in respect of the Mortgage Loans
in the related Loan Group pursuant to clauses (ii)-(x), inclusive,
of Section 3.10(a).
Available
Funds Cap:
With respect to any
Distribution
Date after the
Distribution
Date in
January
2007 and on or before
the
Distribution
Date in August
2009 and the Class
I-A-1
Certificates,
6.25%
per
annum
plus
amounts,
if any,
paid
pursuant
to the Yield
Maintenance
Agreement,
expressed as a per annum rate. With respect to the Distribution
Date
in January 2007 and any Distribution
Date after the Distribution
Date in August 2009 and the
Class I-A-1 Certificates, 6.25% per annum.
Bankruptcy
Amount:
With
respect to each Loan Group as of any date of
determination
prior to the first
anniversary
of the Cut-off Date,
an amount equal to the excess,
if any,
of (A)
$477,078,
in the
case of Loan
Group
I and
Loan
Group
II in the
aggregate,
and
$150,000,
in the case of Loan Group III in the
aggregate,
over (B) the aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates in the
related
Certificate
Group in accordance with Section 4.05 of this Series
Supplement.
As of
any date of
determination
on or after the first
anniversary
of the Cut-off Date, an amount
equal to the excess, if any, of
(1) the lesser of (a) the related
Bankruptcy Amount calculated as of the close
of business on the Business Day immediately
preceding the most recent
anniversary of
the Cut-off Date coinciding with or preceding such date of
determination
(or, if such
date of
determination
is an
anniversary
of the
Cut-off
Date,
the
Business
Day
immediately
preceding such date of
determination)
(for purposes of this definition,
the "Relevant Anniversary") and (b) the greatest of
(A)
(i)
if
the
aggregate
principal
balance
of
the
Non-Primary
Residence
Loans in the related Loan Group as of the Relevant
Anniversary
is
less than 10% of the Stated
Principal
Balance of the
Mortgage
Loans in the
related
Loan
Group as of the
Relevant
Anniversary,
$0.00,
or (ii) if the
aggregate principal balance of the Non-Primary
Residence Loans in the related
Loan Group as of the Relevant
Anniversary
is equal to or greater than 10% of
the Stated
Principal
Balance of the Mortgage Loans in the related Loan Group
as of
the
Relevant
Anniversary,
the
sum of (I)
the
aggregate
principal
balance of the
Non-Primary
Residence
Loans in the related Loan Group with a
Loan-to-Value
Ratio of greater
than
80.00% but less than or equal to 90.00%
(other than
Additional
Collateral
Loans),
times 0.25%,
(II) the aggregate
principal
balance of the
Non-Primary
Residence
Loans in the
related
Loan
Group
with a
Loan-to-Value
Ratio of
greater
than
90.00% but less than or
equal to 95.00% (other than Additional
Collateral
Loans),
times 0.50%,
and
(III) the aggregate
principal
balance of the Non-Primary
Residence Loans in
the
related
Loan Group with a
Loan-to-Value
Ratio of greater
than
95.00%
(other than Additional
Collateral
Loans) times 0.75%, in each case as of the
Relevant Anniversary; and
(B)
the
greater
of (i) the
product
of (x) an amount
equal to the
largest
difference
in
the
related
Monthly
Payment
for
any
Non-Primary
Residence
Loan
remaining in the related
Loan Group
(other than
Additional
Collateral Loans) which had an original
Loan-to-Value Ratio of 80% or greater
that would result if the Net
Mortgage
Rate thereof was equal to the weighted
average
(based on the principal
balance of the Mortgage Loans in the related
Loan Group as of the Relevant
Anniversary)
of the Net Mortgage
Rates of all
Mortgage Loans in the related Loan Group as of the Relevant
Anniversary
less
1.25% per annum, (y) a number equal to the weighted average
remaining term to
maturity,
in months,
of all
Non-Primary
Residence
Loans
remaining in the
related
Loan
Group
as of the
Relevant
Anniversary,
and (z) one
plus the
quotient of the number of all
Non-Primary
Residence
Loans
remaining in the
related Loan Group divided by the total number of
Outstanding
Mortgage Loans
in the related Loan Group as of the Relevant
Anniversary,
and (ii)
$50,000,
and
(C)
the greater of (i) 0.0006 times the aggregate
principal
balance
of all the
Mortgage
Loans
in the
related
Loan
Group
as of the
Relevant
Anniversary
having a Loan-to-Value
Ratio (other than
Additional
Collateral
Loans) at origination which exceeds 75% and (ii) $100,000,
over (2) the aggregate
amount of Bankruptcy
Losses on Mortgage
Loans
in the related Loan Group allocated
solely to one or more specific Classes of
related
Certificates
in
accordance
with
Section
4.05 since the
Relevant
Anniversary.
The
Bankruptcy
Amount
for each Loan
Group may be
further
reduced
by the
Master
Servicer
(including
accelerating the manner in which such coverage is reduced) provided
that
prior to any such reduction,
the Master Servicer shall (i) obtain written
confirmation
from
each Rating Agency that such
reduction
shall not reduce the rating
assigned to any Class of
related
Certificates by such Rating Agency below the lower of the
then-current
rating or the
rating
assigned to such
Certificates
as of the Closing Date by such Rating
Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Capitalization
Reimbursement
Amount:
As to any Distribution Date and Loan Group the
amount of Advances or Servicing
Advances that were added to the Stated
Principal
Balance of
the Mortgage
Loans in such Loan Group during the prior
calendar
month and reimbursed to the
Master
Servicer or
Subservicer
on or prior to such
Distribution
Date
pursuant to Section
3.10(a)(vii),
plus
the
related
Capitalization
Reimbursement
Shortfall
Amount
remaining
unreimbursed
from any prior
Distribution
Date and
reimbursed
to the
Master
Servicer
or
Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan
Group,
the amount,
if any, by which the amount of Advances or Servicing
Advances
that were
added to the Stated
Principal
Balance of the
Mortgage
Loans in such Loan Group
during the
preceding
calendar
month
exceeds the amount of
principal
payments on the
Mortgage
Loans
included in the Available Distribution Amount for that Loan Group
and Distribution Date.
Certificate:
Any Class I-A-1,
Class I-A-2,
Class I-A-3,
Class I-A-4,
Class I-A-5,
Class I-A-6,
Class I-A-7,
Class
I-A-P,
Class I-A-V,
Class
II-A-1,
Class
II-A-2,
Class
II-A-3,
Class II-A-4,
Class II-A-5, Class II-A-6, Class II-A-P, Class II-A-V, Class
III-A-1,
Class III-A-2,
Class
III-A-3,
Class III-A-P,
Class III-A-V,
Class R-I, Class R-II,
Class
R-III, Class R-IV, Class I-M-1, Class I-M-2,
Class I-M-3, Class II-M-1,
Class II-M-2,
Class
II-M-3,
Class I-B-1, Class I-B-2,
Class I-B-3,
Class II-B-1,
Class II-B-2 and Class II-B-3
Certificates.
Certificate
Account:
The
separate
account
or
accounts
created
and
maintained
pursuant to Section 4.01 of the Standard Terms,
which shall be entitled
"Deutsche Bank Trust
Company
Americas,
as trustee,
in trust for the registered
holders of Residential
Accredit
Loans, Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-QS18" and which
must be an Eligible Account.
Certificate
Group:
With
respect
to
(i)
Loan
Group
I,
the
Group
I
Senior
Certificates;
(ii) Loan
Group II,
the Group II Senior
Certificates;
(iii) Loan Group III,
the Group III Senior,
Class II-M and Class II-B
Certificates
and (iv) Loan Group I and Loan
Group II in the
aggregate,
the
Group I
Senior,
Group II
Senior,
Class I-M and Class I-B
Certificates.
Certificate Policy:
None.
Certificate
Principal
Balance:
With
respect to each
Certificate
(other
than any
Interest Only Certificate), on any date of determination, an amount
equal to:
(i)
the Initial
Certificate
Principal Balance of such Certificate as specified on
the face thereof, plus
(ii)
any Subsequent
Recoveries added to the Certificate
Principal
Balance of such
Certificate pursuant to Section 4.02, minus
(iii)
the
sum of (x)
the
aggregate
of all
amounts
previously
distributed
with
respect to such
Certificate
(or any predecessor
Certificate)
and applied to
reduce the Certificate
Principal
Balance thereof
pursuant to Section 4.02(a)
and (y) the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed
to
have
occurred
in
connection
with
Realized
Losses
which
were
previously
allocated
to such
Certificate
(or any
predecessor
Certificate)
pursuant to Section 4.05;
provided,
that
the
Certificate
Principal
Balance
of each
Certificate
of the
Class
of
Subordinate
Certificates
with the Lowest Priority at any given time shall be further reduced
by an amount equal to the Percentage
Interest
represented by such Certificate
multiplied by
the excess,
if any, of (A) the then aggregate
Certificate
Principal
Balance of all Classes
of
Certificates
in the
related
Certificate
Group
then
outstanding
over
(B)
the
then
aggregate
Stated
Principal
Balance of the Mortgage
Loans in Loan Group I and Loan Group II
in the aggregate or Loan Group III, as applicable.
Class
A-P
Collection
Shortfall:
With
respect
to
the
Cash
Liquidation
or
REO
Disposition
of a Discount
Mortgage
Loan,
any
Distribution
Date and any Loan
Group,
the
extent
to which
the
amount
described
in
clause
(C)(1)
of the
definition
of Class A-P
Principal
Distribution
Amount
for such Loan
Group is less
than the
amount
described
in
clause (C)(2) of such definition.
Class A-P Certificates: The Class I-A-P Certificates,
which relate to and are payable
from the Group I Loans,
the Class II-A-P
Certificates,
which relate to and are payable from
the Group II Loans. and the Class III-A-P
Certificates,
which relate to and are payable from
the Group III Loans.
Class A-V Certificates: The Class I-A-V Certificates,
which relate to and are payable
from the Group I Loans,
Class II-A-V
Certificates,
which relate to and are payable from the
Group II Loans and Class
III-A-V
Certificates,
which
relate
to and are
payable
from the
Group III Loans.
Class I-A Percentage:
With respect to any Distribution
Date, the percentage equal to
the aggregate
Certificate
Principal Balance of the Group I Senior
Certificates,
other than
the Class I-A-P
Certificates,
immediately
prior to that
Distribution
Date
divided by the
aggregate
Stated
Principal
Balance of all of the Mortgage Loans in Loan Group I, other than
the Discount
Fraction of the Discount
Mortgage Loans in Loan Group I,
immediately
prior to
that
Distribution
Date. The Class I-A Percentage will initially equal
approximately
92.75%
and will in no event exceed 100%.
Class II-A Percentage:
With respect to any Distribution Date, the percentage equal to
the aggregate
Certificate
Principal Balance of the Group II Senior Certificates,
other than
the Class II-A-P
Certificates,
immediately
prior to that
Distribution
Date divided by the
aggregate Stated
Principal
Balance of all of the Mortgage Loans in Loan Group II, other than
the Discount
Fraction of the Discount
Mortgage Loans in Loan Group II,
immediately prior to
that Distribution
Date. The Class II-A Percentage will initially equal
approximately
92.70%
and will in no event exceed 100%.
Class III-A
Percentage:
With respect to any Distribution
Date, the percentage equal
to the aggregate
Certificate
Principal Balance of the Group III Senior
Certificates,
other
than the Class III-A-P
Certificates,
immediately
prior to that Distribution Date divided by
the aggregate Stated
Principal
Balance of all of the Mortgage Loans in Loan Group III, other
than the
Discount
Fraction of the
Discount
Mortgage
Loans in Loan Group III,
immediately
prior
to
that
Distribution
Date.
The
Class
III-A
Percentage
will
initially
equal
approximately 96.99% and will in no event exceed 100%.
Class B Certificates:
The Class I-B-1, Class I-B-2, Class I-B-3, Class II-B-1,
Class
II-B-2
and
Class
II-B-3
Certificates.
The
Class
I-B-1,
Class
I-B-2
and
Class
I-B-3
Certificates
relate to and are payable
from the Group I Loans and Group II Loans.
The Class
II-B-1,
Class II-B-2 and Class II-B-3
Certificates
relate to and are payable from the Group
III Loans.
Class M Certificates:
The Class I-M-1, Class I-M-2, Class I-M-3
Certificates,
which
relate
to and are
payable
from the
Group I Loans
and the
Group II
Loans,
and the Class
II-M-1, Class II-M-2 and Class II-M-3
Certificates,
which relate to and are payable from the
Group III Loans.
Class R
Certificate:
Any one of the Class
R-I,
Class
R-II,
R-III and Class
R-IV
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 I-M Certificates: The Class I-M-1, Class I-M-2 and Class
I-M-3 Certificates.
Class II-M Certificates: The Class II-M-1, Class II-M-2 and Class
II-M-3 Certificates.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
December 28, 2006.
Compensating
Interest:
With respect to any Distribution
Date and each Loan Group an
amount equal to Prepayment
Interest Shortfalls
resulting from Principal
Prepayments in Full
during the related
Prepayment
Period and
Curtailments
during the prior
calendar month and
included in the
Available
Distribution
Amount for the such Loan Group on such
Distribution
Date,
but not more than the
lesser of (a)
one-twelfth
of
0.125% of the
aggregate
Stated
Principal Balance of the Mortgage Loans in the related Loan Group
immediately
preceding such
Distribution
Date and (b) the sum of the
Servicing
Fee and all
income
and gain on amounts
held
in
the
Custodial
Account
and
the
Certificate
Account
and
payable
to
the
Certificateholders
with
respect to the
Mortgage
Loans in the
related
Loan Group and such
Distribution
Date;
provided that for purposes of this definition the amount of the
Servicing
Fee will not be reduced
pursuant to Section
7.02(a)
except as may be
required
pursuant to
the last sentence of such Section.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time
its
corporate
trust
business
with
respect
to this
Agreement
shall be
administered,
which
office at the date of the
execution
of this
instrument
is located at
1761 East St. Andrew Place, Santa Ana, California 92705-4934,
Attention:
Residential Funding
Company, LLC Series 2006-QS18.
Credit
Support
Depletion
Date:
With respect to Loan Group I and Loan Group II, the
first
Distribution Date on which the Certificate
Principal
Balances of the Class I-M, Class
I-B-1,
Class I-B-2 and Class I-B-3
Certificates
have been reduced to zero.
With respect to
Loan Group III, the first
Distribution
Date on which the Certificate
Principal
Balances of
the Class II-M,
Class II-B-1,
Class II-B-2 and Class II-B-3
Certificates
have been reduced
to zero.
Cut-off Date:
December 1, 2006.
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:
With
respect to Loan
Group I, 6.25% per annum.
With
respect to Loan Group II, 7.00% per annum. With respect to Loan
Group III, 5.75% per annum.
Due Period:
With respect to each Distribution
Date, the calendar month in which such
Distribution Date occurs.
Eligible
Funds:
With
respect to any
Distribution
Date and Loan
Group,
an amount
equal to the
excess of (a) the
Available
Distribution
Amount
for such
Loan
Group or the
Aggregate
Available
Distribution
Amount,
as
applicable,
over
(b)
the
sum of
(i)
the
aggregate
amount of Accrued
Certificate
Interest on the related Senior
Certificates or the
Aggregate
Senior
Interest
Distribution
Amount,
as
applicable,
(ii) the
related
Senior
Principal
Distribution
Amount
or
Aggregate
Senior
Principal
Distribution
Amount,
as
applicable,
(determined
without
regard
to
Section
4.02(a)(ii)(Y)(D)
hereof),
(iii) the
related
Class A-P Principal
Distribution
Amount for Loan Group III or both Loan Group I and
Loan Group II, as applicable
(determined
without
regard to clause (E) of the
definition of
Class
A-P
Principal
Distribution
Amount)
and
(iv)
the
aggregate
amount
of
Accrued
Certificate
Interest
on the Class I-M,
Class
I-B-1 and Class
I-B-2
Certificates,
or the
Class II-M, Class II-B-1 and Class II-B-2
Certificates,
as applicable.
With respect to Loan
Group I and Loan Group II,
Eligible
Funds
will be
allocated
between
the Loan Group I and
Loan
Group II on a pro rata
basis in
accordance
with the
amount of Class
A-P
Collection
Shortfalls
for that
Distribution
Date and remaining
unpaid from any previous
Distribution
Date on that Distribution Date.
Euroclear:
Euroclear Bank, S.A./N.A., as operator of The Euroclear System.
Excess
Subordinate
Principal Amount:
With respect to any Distribution Date on which
the aggregate
Certificate
Principal Balance of the Class of Subordinate
Certificates in the
Certificate
Group related to a Loan Group then
outstanding with the Lowest Priority is to be
reduced to zero and on which
Realized
Losses are to be
allocated
to such Class or Classes,
the excess,
if any, of (i) the amount that would
otherwise
be
distributable
in respect of
principal on such class or classes of
Certificates
on such
Distribution
Date over (ii) the
excess,
if any, of the aggregate
Certificate
Principal
Balance of such Class or Classes of
Certificates
immediately
prior to such
Distribution
Date
over
the
aggregate
amount
of
Realized Losses to be allocated to such Classes of Certificates on
such
Distribution
Date as
reduced by any amount
calculated
with
respect to that Loan Group
pursuant to clause (E) of
the definition of Class A-P Principal
Distribution
Amount. The Excess Subordinate
Principal
Amount
will be
allocated
between
the Loan Group I and Loan Group II on a pro rata basis in
accordance
with the
amount of
Realized
Losses
on the
Mortgage
Loans in each Loan
Group
allocated to the Certificates on that Distribution Date.
Floater
Certificates:
Any of the Class I-A-1,
Class II-A-1,
Class II-A-4 and Class
II-A-5 Certificates.
Fraud Loss
Amount:
With
respect
to each Loan
Group or Loan
Groups in the case of
Loan
Group I and Loan
Group II, as
applicable,
as of any date of
determination
after the
Cut-off
Date, an amount equal to: (X) prior to the first
anniversary
of the Cut-off Date an
amount equal to 3.00% of the aggregate
outstanding
principal
balance of the Mortgage
Loans
in the related
Loan Group or Loan Groups as of the Cut-off
Date minus the
aggregate
amount
of Fraud Losses allocated
solely to one or more specific
Classes of related
Certificates in
accordance
with
Section
4.05 of this Series
Supplement
since the Cut-off
Date up to such
date of
determination,
(Y) from the first to, but not including,
the second
anniversary of
the
Cut-off
Date,
an amount
equal to (1) the lesser of (a) the Fraud Loss
Amount for such
Loan
Group or Loan
Groups as of the most
recent
anniversary
of the
Cut-off
Date and (b)
1.50%
(in the case of Group I Loans)
or 1.00%
(in the case of Group II Loans
and Group III
Loans combined) of the aggregate
outstanding
principal
balance of all of the Mortgage Loans
in the
related
Loan Group or Loan Groups as of the most
recent
anniversary
of the Cut-off
Date minus (2) the aggregate
amount of Fraud Losses
allocated solely to one or more specific
Classes of
related
Certificates
in
accordance
with
Section
4.05
since the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination,
and (Z) from the second
to, but not including,
the fifth
anniversary of the Cut-off Date, an amount equal to (1) the
lesser of (a) the Fraud Loss Amount for the
related
Loan Group or Loan Groups as of the most
recent
anniversary of the Cut-off Date and (b) 1.00% of the aggregate
outstanding
principal
balance of all of the
Mortgage
Loans in the related Loan Group or Loan Groups as of the most
recent
anniversary
of the Cut-off
Date minus (2) the
aggregate
amount of Fraud Losses for
the related
Loan Group or Loan Groups
allocated
solely to one or more
specific
Classes of
Certificates
in
accordance
with
Section
4.05
since the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination.
On and after
the fifth
anniversary
of the
Cut-off Date, the Fraud Loss Amount for such Loan Group or Loan
Groups shall be zero.
The Fraud Loss Amount for a Loan Group may be further
reduced by the Master
Servicer
(including
accelerating the manner in which such coverage is reduced)
provided that prior to
any such
reduction,
the Master
Servicer
shall (i) obtain
written
confirmation
from each
Rating
Agency
that such
reduction
shall not
reduce the
rating
assigned
to any Class of
related
Certificates by such Rating Agency below the lower of the
then-current
rating or the
rating
assigned to such
Certificates
as of the Closing Date by such Rating
Agency and (ii)
provide a copy of such written confirmation to the Trustee.
Group I Loans:
The Mortgage Loans designated on the Mortgage Loan Schedule as
Group I
Loans.
Group II Loans:
The Mortgage Loans
designated on the Mortgage Loan Schedule as Group
II Loans.
Group III Loans:
The Mortgage Loans designated on the Mortgage Loan Schedule as
Group
III Loans.
Group I Senior
Certificates:
The Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4,
Class I-A-5,
Class I-A-6,
Class I-A-7,
Class I-A-V, Class I-A-P and Class R-I Certificates,
which relate to and are payable primarily from the Group I Loans.
Group II Senior
Certificates:
The Class II-A-1,
Class II-A-2,
Class II-A-3,
Class
II-A-4, Class II-A-5,
Class II-A-6, Class II-A-P and Class II-A-V Certificates,
which relate
to and are payable primarily from the Group II Loans.
Group III Senior Certificates:
The Class III-A-1, Class III-A-2, Class III-A-3, Class
III-A-P, Class III-A-V,
Class R-II, Class R-III and Class R-IV Certificates,
which relate to
and are payable from the Group III Loans.
Highest Priority:
As of any date of determination,
the Class of related
Subordinate
Certificates
then
outstanding with a Certificate
Principal
Balance greater than zero, with
the earliest
priority for payments
pursuant to Section 4.02(a),
in the following order: (a)
for the
Subordinate
Certificates
related to Loan Group I and Loan Group II combined,
Class
I-M-1,
Class I-M-2,
Class I-M-3,
Class I-B-1,
Class I-B-2 and Class I-B-3 Certificates and
(b) for the Subordinate
Certificates
related to Loan Group III, Class II-M-1,
Class II-M-2,
Class II-M-3, Class II-B-1, Class II-B-2 and Class II-B-3
Certificates.
Initial Monthly Payment Fund: $0.00,
representing
scheduled
principal
amortization
and interest at the Net Mortgage
Rate payable
during the January 2006 Due Period,
for those
Mortgage Loans for which the Trustee will not be entitled to
receive such payment.
Initial Notional Amount: With respect to the Class I-A-V
Certificates,
the aggregate
Cut-off
Date
Principal
Balance
of the Group I Loans
corresponding
to the
Uncertificated
REMIC I Regular Interests Z1 corresponding to the
Uncertificated
REMIC III Regular Interests
Z1
corresponding
to the
Uncertificated
REMIC IV Regular
Interests Z1
represented by such
Class as of the Cut-off
Date,
with respect to the Class II-A-V
Certificates,
the aggregate
Cut-off
Date
Principal
Balance of the Group II Loans
corresponding
to the
Uncertificated
REMIC I Regular Interests Z2 corresponding to the
Uncertificated
REMIC III Regular Interests
Z2
corresponding
to the
Uncertificated
REMIC IV Regular
Interests Z2
represented by such
Class as of the
Cut-off
Date,
and with
respect
to the
Class
III-A-V
Certificates,
the
aggregate
Cut-off
Date
Principal
Balance
of the
Group
III
Loans
corresponding
to the
Uncertificated
REMIC II Regular
Interests Z3
corresponding to the
Uncertificated
REMIC IV
Regular
Interests Z3
represented
by such Class as of the Cut-off Date.
With respect to any
Subclass
issued
pursuant to Section
5.01(c) of the Standard
Terms,
the
aggregate
Stated
Principal Balance of the Mortgage Loans
corresponding to the
Uncertificated
REMIC I Regular
Interests
Z1
corresponding
to
the
Uncertificated
REMIC
III
Regular
Interests
Z1
corresponding to the Uncertificated
REMIC IV Regular Interests Z1, the
Uncertificated
REMIC
I Regular
Interests Z2 corresponding
to the
Uncertificated
REMIC III Regular
Interests Z2
corresponding
to the
Uncertificated
REMIC IV
Regular
Interests
Z2 or the
Uncertificated
REMIC II Regular Interests Z3 corresponding to the
Uncertificated
REMIC IV Regular Interests
Z3, as applicable, represented by such Subclass as of the Cut-Off
Date.
Initial
Subordinate
Class
Percentage:
With
respect
to
each
Class
of
related
Subordinate
Certificates,
an
amount
which is equal to the
initial
aggregate
Certificate
Principal
Balance
of
such
related
Class
of
Subordinate
Certificates
divided
by
the
aggregate
Stated
Principal
Balance of all the
Mortgage
Loans in the related Loan Group or
Loan Groups as of the Cut-off Date as follows:
Class I-M-1:
3.50%
Class I-B-1:
0.60%
Class I-M-2:
1.25%
Class I-B-2:
0.45%
Class I-M-3:
0.95%
Class I-B-3:
0.50%
Class II-M-1:
1.80%
Class II-B-1:
0.20%
Class II-M-2:
0.40%
Class II-B-2:
0.15%
Class II-M-3:
0.30%
Class II-B-3:
0.15%
Interest
Accrual Period:
With respect to any Class of
Certificates
(other than the
Adjustable
Rate
Certificates)
and any
Distribution
Date, the calendar month preceding the
month
in
which
such
Distribution
Date
occurs.
With
respect
to
the
Adjustable
Rate
Certificates
and any
Distribution
Date,
the period
beginning on the 25th day of the month
preceding the month in which such
Distribution
Date occurs and ending on the 24th day of the
month in which such Distribution Date occurs.
Interest Only Certificates:
Any one of the Class I-A-2,
Class II-A-2,
Class II-A-6,
Class I-A-V,
Class II-A-V and Class
III-A-V
Certificates.
The Interest
Only
Certificates
will have no Certificate Principal Balance.
Inverse Floater: Any of the Class I-A-2, Class II-A-2 and Class
II-A-6 Certificates.
LIBOR:
With
respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for one-month
U.S.
Dollar
deposits,
expressed on a per
annum basis, determined in accordance with Section 1.03.
LIBOR
Business
Day:
Any day other than (i) a Saturday
or a Sunday or (ii) a day on
which banking
institutions
in the city of London,
England are required or authorized by law
to be closed.
Loan Group:
Any of Loan Group I, Loan Group II or Loan Group III.
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.
Loan Group III:
The group of Mortgage Loans comprised of the Group III Loans.
Lockout Certificates:
The Class A-4 Certificates and Class A-5 Certificates.
Lockout
Percentage:
For any
Distribution
Date occurring prior to the
Distribution
Date in January 2012, 0%. For any
Distribution
Date occurring
thereafter,
as follows:
30%
for any
Distribution
Date on or after
January 2012 and prior to January
2013;
40% for any
Distribution
Date
on or
after
January
2013
and
prior
to
January
2014;
60%
for
any
Distribution
Date
on or
after
January
2014
and
prior
to
January
2015;
80%
for
any
Distribution
Date on or after
January
2015
and
prior to
January
2016;
and 100% for any
Distribution Date thereafter.
Lower
Priority:
As of any
date
of
determination
and
any
Class
of
Subordinate
Certificates,
any other Class of related
Subordinate
Certificates
then
outstanding with a
later priority for payments pursuant to Section 4.02 (a).
Lowest Priority:
As of any date of
determination,
the Class of related
Subordinate
Certificates
then
outstanding with a Certificate
Principal
Balance greater than zero, with
the latest priority for payments
pursuant to Section
4.02(a),
in the following
order:
(a)
for the
Subordinate
Certificates
related to Loan Group I and Loan
Group II,
Class
I-B-3,
Class I-B-2,
Class I-B-1,
Class I-M-3,
Class I-M-2 and Class I-M-1 Certificates and (b) for
the
Subordinate
Certificates
related to Loan Group III, Class II-B-3,
Class II-B-2,
Class
II-B-1, Class II-M-3, Class II-M-2 and Class II-M-1 Certificates .
Maturity Date: With respect to
Certificates in the Certificate
Group related to Loan
Group I and Loan Group II combined,
December
25, 2036,
the
Distribution
Date
immediately
following
the latest
scheduled
maturity
date of any Mortgage Loan in Loan Group I and Loan
Group II combined.
With respect to
Certificates
in the
Certificate
Group
related to Loan
Group
III,
December
25,
2021,
the
Distribution
Date
immediately
following
the latest
scheduled maturity date of any Mortgage Loan in Loan Group III.
Mortgage Loan Schedule:
The list or lists of the Mortgage
Loans
attached
hereto as
Exhibit One-I (with respect to Loan Group I),
Exhibit
One-II (with respect to Loan Group II)
and Exhibit
One-III
(with
respect to Loan Group III) (in each case, as amended from time to
time to reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan
in the related Loan Group:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii)
the Mortgage Rate ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial
scheduled monthly payment of principal,
if any, and interest
("ORIGINAL
P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which
the
Subservicing
Fee
accrues
("SUBSERV
FEE")
and at which the
Servicing Fee accrues ("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation residence; and
(xii)
a code "N" under the column "OCCP CODE,"
indicating that the Mortgage Loan is secured
by a non-owner occupied residence.
Such
schedule
may
consist
of
multiple
reports
that
collectively
set
forth all of the
information required.
Notional Amount: As of any Distribution Date, (i) with respect to
the Class I-A-2
Certificates, an amount equal to the Certificate Principal Balance
of the Class I-A-1
Certificates immediately prior to such date; provided, however, for
federal income tax
purposes, as of any Distribution Date, with respect to the Class
I-A-2 Certificates, the
equivalent of the foregoing, expressed as the Uncertificated
Principal Balance of
Uncertificated REMIC III Regular Interest S; (ii) with respect to
the Class I-A-7
Certificates, an amount equal to (0.25/6.50)% multiplied by the
aggregate Certificate
Principal Balance of the Class I-A-6 Certificates immediately prior
to such date; provided,
however, for federal income tax purposes, as of any Distribution
Date, with respect to the
Class I-A-7 Certificates, the equivalent of the foregoing,
expressed as (0.25/6.50)%
multiplied by the Uncertificated Principal Balance of
Uncertificated REMIC III Regular
Interest U; (iii) with respect to the II-A-2 Certificates, an
amount equal to the aggregate
Certificate Principal Balance of the Class II-A-1 and Class II-A-4
Certificates immediately
prior to such date; provided, however, for federal income tax
purposes, as of any
Distribution Date, with respect to the Class II-A-2 Certificates,
the equivalent of the
foregoing, expressed as the Uncertificated Principal Balance of
Uncertificated REMIC III
Regular Interest V; (iv) with respect to the II-A-6 Certificates,
an amount equal to the
Certificate Principal Balance of the Class II-A-5 Certificates
immediately prior to such
date; provided, however, for federal income tax purposes, as of any
Distribution Date, with
respect to the Class II-A-6 Certificates, the equivalent of the
foregoing, expressed as the
Uncertificated Principal Balance of Uncertificated REMIC III
Regular Interest X; (v)(i) with
respect to any Class I-A-V Certificates or Subclass thereof issued
pursuant to Section
5.01(c) of the Standard Terms, the aggregate Stated Principal
Balance of the Group I Loans
corresponding to the Uncertificated REMIC I Regular Interests Z1
corresponding to the
Uncertificated REMIC III Regular Interests Z1 corresponding to the
Uncertificated REMIC IV
Regular Interests Z1 represented by such Class or Subclass
immediately prior to such date,
(ii) with respect to any Class II-A-V Certificates or Subclass
thereof issued pursuant to
Section 5.01(c) of the Standard Terms, the aggregate Stated
Principal Balance of the Group
II Loans corresponding to the Uncertificated REMIC I Regular
Interests Z2 corresponding to
the Uncertificated REMIC III Regular Interests Z2 corresponding to
the Uncertificated REMIC
IV Regular Interests Z2 represented by such Class or Subclass
immediately prior to such
date, and (iii) with respect to any Class III-A-V Certificates or
Subclass thereof issued
pursuant to Section 5.01(c) of the Standard Terms, the aggregate
Stated Principal Balance of
the Group III Loans corresponding to the Uncertificated REMIC II
Regular Interests Z3
corresponding to the Uncertificated REMIC IV Regular Interests Z3
represented by such Class
or Subclass immediately prior to such date.
Pass-Through
Rate:
With
respect
to
the
Senior
Certificates
(other
than
the
Adjustable Rate
Certificates,
Class A-V
Certificates and Class A-P
Certificates),
Class M
Certificates
and Class B
Certificates
and any
Distribution
Date,
the per annum rates set
forth in the Preliminary Statement hereto.
o
With respect to the Class I-A-1
Certificates and the initial Interest Accrual Period,
5.95% per annum, and as to any Interest Accrual Period
thereafter,
a per annum
rate equal to LIBOR plus 0.60%,
with a maximum rate of the Available
Funds Cap
and a minimum
rate of 0.60% per annum.
For federal
income tax
purposes,
the
Pass-Through
Rate
described
above will be subject to a maximum
rate equal to
6.25%.
o
With respect to the Class I-A-2
Certificates and the initial Interest Accrual Period,
0.30% per annum, and as to any Interest Accrual Period
thereafter,
a per annum
rate equal to 5.65% minus
LIBOR,
with a maximum
rate of 5.65% per annum and a
minimum rate of 0.00% per annum.
o
With
respect
to the Class
II-A-1
Certificates
and the
initial
Interest
Accrual
Period,
5.80% per annum,
and as to any Interest Accrual Period
thereafter,
a
per annum
rate
equal to LIBOR
plus
0.45%,
with a maximum
rate of 7.00% per
annum and a minimum rate of 0.45% per annum.
o
With
respect
to the Class
II-A-2
Certificates
and the
initial
Interest
Accrual
Period,
1.20% per annum,
and as to any Interest Accrual Period
thereafter,
a
per annum
rate equal to 6.55%
minus
LIBOR,
with a maximum
rate of 6.55% per
annum and a minimum rate of 0.00% per annum.
o
With
respect
to the Class
II-A-4
Certificates
and the
initial
Interest
Accrual
Period,
5.80% per annum,
and as to any Interest Accrual Period
thereafter,
a
per annum
rate
equal to LIBOR
plus
0.45%,
with a maximum
rate of 7.00% per
annum and a minimum rate of 0.45% per annum.
o
With
respect
to the Class
II-A-5
Certificates
and the
initial
Interest
Accrual
Period,
5.65% per annum,
and as to any Interest Accrual Period
thereafter,
a
per annum
rate
equal to LIBOR
plus
0.30%,
with a maximum
rate of 7.50% per
annum and a minimum rate of 0.30% per annum.
o
With
respect
to the Class
II-A-6
Certificates
and the
initial
Interest
Accrual
Period,
1.85% per annum,
and as to any Interest Accrual Period
thereafter,
a
per annum
rate equal to 7.20%
minus
LIBOR,
with a maximum
rate of 7.20% per
annum and a minimum rate of 0.00% per annum.
With
respect
to each
Class of
Class
A-V
Certificates
(other
than any
Subclass
thereof)
and any
Distribution
Date, a rate equal to the
weighted
average,
expressed as a
percentage,
of the Pool Strip Rates of all
Mortgage
Loans in the
related
Loan Group as of
the Due Date in the
related
Due
Period,
weighted
on the
basis of the
respective
Stated
Principal
Balances
of
such
Mortgage
Loans
as
of
the
day
immediately
preceding
such
Distribution
Date
(or,
with
respect
to the
initial
Distribution
Date,
at the close of
business
on the
Cut-off
Date).
With
respect to the Class
I-A-V
Certificates,
the Class
II-A-V Certificates and the Class III-A-V
Certificates and the initial
Distribution Date the
Pass-Through
Rate is equal to 0.4045% , 0.1546%,
and 0.5487% per annum,
respectively.
With
respect to any Subclass of Class A-V Certificates
and any Distribution
Date, a rate equal to
the
weighted
average,
expressed
as a
percentage,
of the Pool Strip Rates of all Mortgage
Loans
in
the
related
Loan
Group
corresponding
to the
Uncertificated
REMIC
I
Regular
Interests
Z1
corresponding
to
the
Uncertificated
REMIC
III
Regular
Interests
Z1
corresponding to the Uncertificated
REMIC IV Regular Interests Z1, the
Uncertificated
REMIC
I Regular
Interests Z2 corresponding
to the
Uncertificated
REMIC III Regular
Interests Z2
corresponding
to the
Uncertificated
REMIC IV
Regular
Interests
Z2 or the
Uncertificated
REMIC II Regular Interests Z3 corresponding to the
Uncertificated
REMIC IV Regular Interests
Z3,
as
applicable,
represented
by such
Subclass
as of the Due
Date in the
related
Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances of such Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or with
respect to the
initial
Distribution
Date,
at the close of
business on the
Cut-off
Date).
The Class A-P
Certificates have no Pass-Through Rate and are not entitled to
Accrued
Certificate
Interest.
The
Pass-Through
Rate on the Class I-M
Certificates
and Class I-B Certificates is equal to
the
weighted
average
of 6.25% per annum
and 7.00% per annum
weighted
on the basis of the
Subordinate
Percentage
of Loan Group I and Loan
Group II,
respectively.
The
Pass-Through
Rate on the Class I-M
Certificates
and Class I-B
Certificates
with
respect to the initial
Interest Accrual Period is approximately 6.4015% per annum.
Pool Strip Rate:
With respect to each
Mortgage
Loan in any Loan Group,
a per annum
rate
equal to the
excess of (a) the Net
Mortgage
Rate of such
Mortgage
Loan over (b) the
Discount Net Mortgage Rate for such Loan Group (but not less than
0.00%) per annum.
Permanent
Regulation
S
Global
Offered
Certificate:
Any
one
of
the
Class
B
Certificates
substantially
in the form of Exhibit Ten-B hereto,
and as more fully described
in Section 5.02(g) hereof.
Prepayment
Assumption:
With respect to each Loan Group, the prepayment assumption to
be used for
determining
the
accrual of
original
issue
discount
and
premium
and market
discount
on the
related
Certificates
for
federal
income tax
purposes,
which
assumes a
constant
prepayment rate of 10.0% per annum of the then outstanding
principal balance of the
related
Mortgage
Loans
in the
first
month
of the
life of
such
Mortgage
Loans
and an
additional
approximately
1.363636%
per annum in each
month
thereafter
until the
twelfth
month,
and
beginning in the twelfth
month and in each month
thereafter
during the life of
the related Mortgage Loans, a constant prepayment rate of 25.0% per
annum.
Prepayment
Distribution
Percentage:
With respect to any Distribution
Date and each
Class of Subordinate
Certificates
in the
Certificate
Group for Loan Group I and Loan Group
II
combined
or Loan Group III,
under the
applicable
circumstances
set forth
below,
the
respective percentages set forth below:
(i)
For any
Distribution
Date
prior to the
Distribution
Date in
January
2012
(unless the Certificate
Principal Balances of the related Senior
Certificates
(other than the related
Class A-P
Certificates),
have been reduced to zero),
0%.
(ii)
For any Distribution
Date not discussed in clause (i) above on which any Class
of related Subordinate Certificates are outstanding:
(a)
in the case of the
Class
of
related
Subordinate
Certificates
then
outstanding with the Highest Priority and each other Class of
Subordinate
Certificates
for which the related
Prepayment
Distribution
Trigger has been
satisfied,
a fraction,
expressed as a
percentage,
the numerator of which is
the Certificate
Principal Balance of such Class immediately prior to such date
and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior
to such
date
of (1)
the
Class
of
related
Subordinate
Certificates
then
outstanding
with the
Highest
Priority
and (2) all other
Classes
of
related
Subordinate
Certificates
for
which
the
respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each other Class of related Subordinate
Certificates for which the Prepayment Distribution Triggers have
not been
satisfied, 0%; and
(iii)
Notwithstanding the foregoing,
if the application of the foregoing percentages on any
Distribution
Date as
provided
in
Section
4.02 of
this
Series
Supplement
(determined
without
regard to the proviso to the
definition of
"Subordinate
Principal
Distribution
Amount") would result in a distribution
in respect of
principal
of any Class or Classes
of
Subordinate
Certificates
in an amount
greater than the
remaining
Certificate
Principal
Balance
thereof (any such
class, a "Maturing Class"),
then: (a) the Prepayment
Distribution
Percentage
of each
Maturing
Class
shall be reduced
to a level
that,
when
applied as
described
above,
would exactly reduce the
Certificate
Principal
Balance of
such Class to zero;
(b) the Prepayment
Distribution
Percentage of each other
Class of
Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class")
shall be
recalculated
in accordance
with the
provisions
in paragraph
(ii)
above, as if the Certificate
Principal Balance of each Maturing Class had been
reduced
to
zero
(such
percentage
as
recalculated,
the
"Recalculated
Percentage");
(c)
the
total
amount
of the
reductions
in
the
Prepayment
Distribution
Percentages of the Maturing
Class or Classes
pursuant to clause
(a) of this sentence,
expressed as an aggregate percentage, shall be allocated
among the Non-Maturing
Classes in proportion to their respective
Recalculated
Percentages
(the
portion of such
aggregate
reduction
so
allocated
to any
Non-Maturing Class, the "Adjustment Percentage");
and (d) for purposes of such
Distribution Date, the Prepayment
Distribution Percentage of each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above
as if the
Certificate
Principal
Balance of each Maturing
Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment
Distribution
Trigger: With respect to any Distribution Date and any Class
of related
Subordinate
Certificates
(other than the Class I-M-1
Certificates and the Class
II-M-1
Certificates),
a test
that
shall
be
satisfied
if the
fraction
(expressed
as a
percentage)
equal to the sum of the
Certificate
Principal
Balances
of such Class and each
Class of related
Subordinate
Certificates
with a Lower Priority than such Class immediately
prior to such
Distribution
Date divided by the aggregate Stated Principal
Balance of all of
the
Mortgage
Loans (or related
REO
Properties)
in the
related
Loan Group or Loan Groups
immediately
prior
to such
Distribution
Date is
greater
than or
equal
to the sum of the
Initial
Subordinate
Class
Percentages
of such Class and each Class of related
Subordinate
Certificates with a Lower Priority.
Principal Only
Certificates:
Any one of the Class II-A-3,
Class I-A-P, Class II-A-P
and Class III-A-P Certificates.
Record Date:
With respect to each
Distribution
Date and each Class of
Certificates
(other than the Adjustable Rate
Certificates for so long as the Adjustable Rate
Certificates
are in
book-entry
form),
the
close of
business
on the
last
Business
Day of the
month
preceding
the month in which the
related
Distribution
Date
occurs.
With
respect to each
Distribution
Date and the
Adjustable
Rate
Certificates
(so
long as they
are
Book-Entry
Certificates), the close of business on the Business Day prior to
such Distribution Date
Related Classes:
As to any Uncertificated
REMIC II Regular Interest,
other than any
Uncertificated
REMIC
II
Regular
Interest
Z3,
or any
Uncertificated
REMIC
III
Regular
Interest,
other than any
Uncertificated
REMIC III
Regular
Interest
Z,
those
classes of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC II
Regular
Interest
or
Uncertificated
REMIC
III
Regular
Interest
in
the
definition
of
Uncertificated
REMIC II Regular Interest or
Uncertificated
REMIC III Regular
Interest,
as
applicable.
As to
any
Uncertificated
REMIC
II
Regular
Interest
Z,
the
Class
III-A-V
Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c) of the Standard Terms
representing
the
Uncertificated
REMIC
IV
Regular
Interest
Z3
corresponding
to
such
Uncertificated
REMIC II
Regular
Interest
Z3. As to any
Uncertificated
REMIC III
Regular
Interest Z, the Class I-A-V
Certificates
or Class II-A-V
Certificates,
as
applicable,
or
Subclass
thereof issued
pursuant to Section 5.01(c) of the Standard Terms
representing
the
Uncertificated
REMIC IV Regular
Interest Z corresponding
to such
Uncertificated
REMIC III
Regular Interest Z.
REMIC
I:
The
segregated
pool
of
assets
(exclusive
of
the
Yield
Maintenance
Agreement,
which is not an asset of any REMIC),
with respect to which a REMIC election is to
be made, consisting of:
(i)
the
Group I Loans and Group II Loans and the related Mortgage Files,
(ii)
all payments and
collections
in respect of the Group I Loans and Group
II Loans due after the Cut-off Date (other than Monthly
Payments due in
the month of the Cut-off
Date) as shall be on deposit in the
Custodial
Account or in the
Certificate
Account and
identified
as belonging to
the
Trust
Fund,
including
the
proceeds
from
the
liquidation
of
Additional
Collateral
for
any
Additional
Collateral
Loan,
but not
including amounts on deposit in the Initial Monthly Payment Fund,
(iii)
property
which
secured
a Group I Loan and Group II Loan and which has
been acquired for the benefit of the
Certificateholders
by foreclosure
or deed in lieu of foreclosure,
(iv)
the hazard insurance
policies and Primary Insurance
Policies,
if any,
the Pledged
Assets with respect to each Pledged
Asset
Mortgage
Loan,
and the interest in the Surety Bond
transferred to the Trustee pursuant
to
Section
2.01
herein,
in each
case
related
to Group I Loans and
Group II Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC I Y Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by
which the Uncertificated
Principal
Balances of the Uncertificated
REMIC I Regular Interests
Y-I and Y-II will be reduced on such
Distribution
Date by the allocation of Realized
Losses
and the distribution of principal, determined as described in
Appendix I.
REMIC I Y-I Principal
Distribution
Amount: For any Distribution Date, the excess, if
any,
of the
REMIC I Y-I
Principal
Reduction
Amount
for such
Distribution
Date over the
Realized
Losses
allocated
to the
Uncertificated
REMIC
I
Regular
Interest
Y-I on
such
Distribution Date in reduction of the principal balance thereof.
REMIC I Y-I Principal
Reduction Amount: The REMIC I Y Principal
Reduction Amount for
the
Uncertificated
REMIC I Regular Interest Y-I as determined
pursuant to the provisions of
Appendix I.
REMIC I Y-II Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I Y-II Principal
Reduction
Amount for such
Distribution
Date over the
Realized
Losses
allocated
to the
Uncertificated
REMIC
I
Regular
Interest
Y-II on such
Distribution Date in reduction of the principal balance thereof.
REMIC I Y-II Principal
Reduction
Amount:
The REMIC I Y Principal
Reduction
Amount
for
the
Uncertificated
REMIC
I
Regular
Interest
Y-II
as
determined
pursuant
to
the
provisions of Appendix I.
REMIC I Z Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by
which the Uncertificated
Principal
Balances of the Uncertificated
REMIC I Regular Interests
Z-I and Z-II 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
Available
Distribution
Amount for the related
Loan Group
(i.e.
the
"related
Loan
Group" for the
Uncertificated
REMIC I Regular
Interest
Z-I are the Group I
Loans,
and the "related Loan Group" for the
Uncertificated
REMIC I Regular Interest Z-II is
the Group II Loans)
over the sum of the
amounts
thereof
distributable
(i) in
respect
of
Uncertificated
Accrued Interest on such regular interest,
the related Uncertificated REMIC I
Regular
Interest
Y-I or
Y-II,
as
applicable,
and
the
Uncertificated
REMIC
I
Regular
Interests
Z
relating
to
Mortgage
Loans
in
the
related
Loan
Group(s),
(ii)
to
the
Uncertificated
REMIC I Regular
Interests
pursuant
to clause
(C)(1) of the
definition
of
"Uncertificated
REMIC I Distribution
Amount",
(iii) to the
Uncertificated
REMIC I Regular
Interests
I-A-P
and
II-A-P,
and (iv) in the case of the
Group I Loans,
to the
Class R-I
Certificates
and (y) the amount of Realized
Losses
allocable to
principal
for the related
Loan Group(s) over (B) the REMIC I Y Principal Reduction Amount for
the related Loan Group.
REMIC I Z-I Principal
Distribution
Amount: For any Distribution Date, the excess, if
any,
of the
REMIC I Z-I
Principal
Reduction
Amount
for such
Distribution
Date over the
Realized
Losses
allocated
to the
Uncertificated
REMIC
I
Regular
Interest
Z-I on
such
Distribution Date in reduction of the principal balance thereof.
REMIC I Z-I Principal
Reduction Amount: The REMIC I Z Principal
Reduction Amount for
the
Uncertificated
REMIC I Regular Interest Z-I as determined
pursuant to the provisions of
Appendix I.
REMIC I Z-II Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I Z-II Principal
Reduction
Amount for such
Distribution
Date over the
Realized
Losses
allocated
to the
Uncertificated
REMIC
I
Regular
Interest
Z-II on such
Distribution Date in reduction of the principal balance thereof.
REMIC I Z-II Principal
Reduction
Amount:
The REMIC I Z Principal
Reduction
Amount
for
the
Uncertificated
REMIC
I
Regular
Interest
Z-II
as
determined
pursuant
to
the
provisions of Appendix I.
REMIC
II:
The
segregated
pool
of
assets
(exclusive
of
the
Yield
Maintenance
Agreement,
which is not an asset of any REMIC),
with respect to which a REMIC election is to
be made, consisting of:
(i)
the Group III Loans and the related Mortgage Files,
(ii)
all
payments
and
collections
in
respect
of the Group III Loans due
after the Cut-off Date (other than Monthly
Payments due in the month of
the Cut-off Date) as shall be on deposit in the Custodial
Account or in
the
Certificate
Account and identified as belonging to the Trust Fund,
including the proceeds
from the
liquidation
of Additional
Collateral
for any
Additional
Collateral
Loan,
but
not
including
amounts
on
deposit in the Initial Monthly Payment Fund,
(iii)
property
which secured a Group III Loan and which has been acquired for
the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard insurance
policies and Primary Insurance
Policies,
if any,
the Pledged
Assets with respect to each Pledged
Asset
Mortgage
Loan,
and the interest in the Surety Bond
transferred to the Trustee pursuant
to Section 2.01 herein,
in each case related to Group II Loans or Group
III Loans, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC II Certificates:
The Class R-II Certificates.
REMIC III: The
segregated
pool of assets
consisting of the
Uncertificated
REMIC I
Regular Interests, with respect to which a separate REMIC election
is to be made.
REMIC III Certificates:
The Class R-III Certificates.
REMIC IV: The
segregated
pool of assets
consisting of the
Uncertificated
REMIC II
Regular
Interests
and
Uncertificated
REMIC III Regular
Interests
with respect to which a
separate REMIC election is to be made.
REMIC IV
Certificates:
Any Class of
Certificates
(other than the Class R-I,
Class
R-II and Class R-III Certificates).
Senior
Accelerated
Distribution
Percentage:
With respect to any Distribution
Date
occurring on or prior to the 60th
Distribution
Date and any Loan Group,
100%.
With respect
to any Distribution Date thereafter and such Loan Group as follows:
(i)
for any
Distribution
Date
after the 60th
Distribution
Date but on or prior to the
72nd Distribution
Date, the related Senior Percentage for such Distribution Date plus
70% of the related Subordinate Percentage for such Distribution
Date;
(ii)
for any
Distribution
Date
after the 72nd
Distribution
Date but on or prior to the
84th Distribution
Date, the related Senior Percentage for such Distribution Date plus
60% of the related Subordinate Percentage for such Distribution
Date;
(iii)
for any
Distribution
Date
after the 84th
Distribution
Date but on or prior to the
96th Distribution
Date, the related Senior Percentage for such Distribution Date plus
40% of the related Subordinate Percentage for such Distribution
Date;
(iv)
for any
Distribution
Date
after the 96th
Distribution
Date but on or prior to the
108th
Distribution
Date, the related Senior
Percentage for such
Distribution
Date
plus 20% of the related Subordinate Percentage for such
Distribution Date; and
(v)
for
any
Distribution
Date
thereafter,
the
related
Senior
Percentage
for
such
Distribution Date;
provided, however,
(i) that any scheduled
reduction to the Senior
Accelerated
Distribution
Percentage
described above for Loan Group III shall not occur as of any
Distribution Date unless either:
(a)(1)(X)
the
outstanding
principal
balance
of the
Mortgage
Loans in the
related Loan Group
delinquent 60 days or more (including
Mortgage Loans which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which
the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six
months, as a percentage of the aggregate outstanding
Certificate Principal Balance of
the
related
Subordinate
Certificates,
is
less
than
50% or (Y)
the
outstanding
principal
balance of Mortgage
Loans in the related Loan Group
delinquent 60 days or
more
(including
Mortgage
Loans which are in
foreclosure,
have been
foreclosed or
otherwise liquidated,
or with respect to which the Mortgagor is in bankruptcy and any
REO
Property)
averaged
over the last six months,
as a percentage
of the aggregate
outstanding
principal
balance
of all
Mortgage
Loans
in the
related
Loan
Group
averaged over the last six months,
does not exceed 2% and (2) Realized
Losses on the
Mortgage
Loans in the
related
Loan
Group to date
for
such
Distribution
Date if
occurring
during
the
sixth,
seventh,
eighth,
ninth
or
tenth
year (or any year
thereafter)
after
the
Closing
Date
are
less
than
30%,
35%,
40%,
45% or 50%,
respectively,
of the sum of the Initial Certificate Principal Balances of the
related
Subordinate Certificates; or
(b)(1) the outstanding
principal balance of Mortgage Loans in the related Loan
Group
delinquent 60 days or more (including
Mortgage Loans which are in foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which the Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last
six
months,
as a
percentage of the aggregate
outstanding
principal
balance of all Mortgage
Loans in
the related Loan Group
averaged over the last six months,
does not exceed 4% and (2)
Realized
Losses on the
Mortgage
Loans in the
related
Loan
Group to date for such
Distribution
Date, if occurring
during the sixth,
seventh,
eighth,
ninth or tenth
year (or any year thereafter)
after the Closing Date are less than 10%, 15%, 20%, 25%
or 30%, respectively,
of the sum of the Initial Certificate Principal Balances of the
related Subordinate Certificates; and
(ii) that for any Distribution Date on which the related Senior
Percentage
related to
Loan Group III is greater
than the related
Senior
Percentage
as of the Closing
Date,
the
related Senior Accelerated Distribution Percentage for such
Distribution Date shall be 100%.
Notwithstanding
the foregoing,
upon the reduction of the Certificate
Principal
Balances of
the
Senior
Certificates
related
to Loan
Group
III
(other
than the
related
Class
A-P
Certificates,
if any) to zero, the related Senior Accelerated
Distribution
Percentage shall
thereafter be 0%;
and provided further,
(i) that any scheduled
reduction to the Senior
Accelerated
Distribution
Percentage
described
above for Loan
Group I or Loan
Group II shall
not
occur as of any
Distribution
Date unless either:
(a)(1)(X)
the
outstanding
principal
balance of the
Mortgage
Loans in Loan
Group I and Loan Group II delinquent 60 days or more
(including
Mortgage Loans which
are in foreclosure,
have been foreclosed or otherwise liquidated,
or with respect to
which the Mortgagor is in bankruptcy and any REO Property)
averaged over the last six
months, as a percentage of the aggregate outstanding
Certificate Principal Balance of
the
related
Subordinate
Certificates,
is
less
than
50% or (Y)
the
outstanding
principal
balance of Mortgage
Loans in Loan Group I and Loan Group II
delinquent 60
days or more (including Mortgage Loans which are in foreclosure,
have been foreclosed
or otherwise
liquidated,
or with respect to which the Mortgagor is in bankruptcy and
any REO Property)
averaged over the last six months, as a percentage of the aggregate
outstanding
principal balance of all Mortgage Loans in Loan Group I and Loan
Group II
averaged over the last six months,
does not exceed 2% and (2) Realized
Losses on the
Mortgage
Loans in Loan Group I and Loan Group II to date for such
Distribution
Date
if
occurring
during the
sixth,
seventh,
eighth,
ninth or tenth year (or any year
thereafter)
after
the
Closing
Date
are
less
than
30%,
35%,
40%,
45% or 50%,
respectively,
of the sum of the Initial Certificate Principal Balances of the
related
Subordinate Certificates; or
(b)(1) the outstanding
principal balance of Mortgage Loans in Loan Group I and
Loan
Group II
delinquent
60 days or more
(including
Mortgage
Loans
which are in
foreclosure,
have been foreclosed or otherwise
liquidated,
or with respect to which
the
Mortgagor
is in
bankruptcy
and any REO
Property)
averaged
over the last six
months,
as a
percentage
of
the
aggregate
outstanding
principal
balance
of all
Mortgage
Loans in Loan Group I and Loan Group II
averaged
over the last six months,
does not exceed 4% and (2) Realized
Losses on the Mortgage
Loans in Loan Group I and
Loan
Group II to date for such
Distribution
Date,
if
occurring
during the sixth,
seventh,
eighth,
ninth or tenth year (or any year thereafter) after the Closing Date
are less than 10%,
15%,
20%,
25% or 30%,
respectively,
of the sum of the
Initial
Certificate Principal Balances of the related Subordinate
Certificates; and
(ii)
that for any
Distribution
Date on which the
weighted
average
of the
Senior
Percentages
for
Loan
Group I and
Loan
Group
II,
weighted
on the
basis
of the
Stated
Principal
Balances of the
Mortgage
Loans in the related Loan Group
excluding
the Discount
Fraction of the Discount
Mortgage
Loans exceeds the weighted
average of the initial
Senior
Percentages,
calculated
on
that
basis,
each
of
the
Senior
Accelerated
Distribution
Percentages
for Loan
Group I and Loan
Group II for that
Distribution
Date will once again
equal 100%.
Notwithstanding
the
foregoing,
upon
the
reduction
of the
Certificate
Principal
Balances of the Senior
Certificates
related to Loan Group I or Loan Group II (other than the
related Class A-P Certificates,
if any) to zero, the related Senior Accelerated
Distribution
Percentage shall thereafter be 0%.
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect
from time to time.
Rule
144A
Global
Offered
Certificate:
Any
one
of
the
Class
B
Certificates
substantially
in the form of Exhibit
Ten-A
hereto,
and as more fully
described in Section
5.02(g) hereof.
Senior
Certificate:
Any one of the
Group I Senior
Certificates,
Group
II
Senior
Certificates and Group III Senior
Certificates
executed by the Trustee and
authenticated by
the Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
A and Exhibit D.
Senior Interest
Distribution
Amount:
With respect to any Distribution Date and Loan
Group,
the
amount of
Accrued
Certificate
Interest
required
to be
distributed
from the
related Available
Distribution
Amount to the Holders of the related Senior
Certificates for
that Distribution Date.
Senior
Percentage:
The Class I-A
Percentage,
Class II-A
Percentage or Class III-A
Percentage, as applicable.
Senior Principal
Distribution
Amount: With respect to any Distribution Date and Loan
Group the lesser of (a) the balance of the related
Available
Distribution
Amount
remaining
after the
distribution
of all
amounts
required
to be
distributed
therefrom
pursuant to
Section 4.02(a)(i) and Section
4.02(a)(ii)(X)
(excluding any amount
distributable
pursuant
to clause (E) of the
definition of "Class A-P Principal
Distribution
Amount"),
and (b) the
sum of
the
amounts
required
to be
distributed
to the
Senior
Certificateholders
of the
related
Certificate
Group,
other than the Class I-A-P
Certificates,
on such
Distribution
Date pursuant to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and
4.02(a)(xvii).
Senior Support
Certificates:
Any of the Class I-A-5,
Class II-A-4 and Class III-A-2
Certificates.
Special Hazard Amount:
As of any Distribution Date and Loan Group, an amount equal to
(a)
with
respect
to Loan
Group I and
Loan
Group II
combined,
$10,776,486
and (b) with
respect
to Loan
Group
III,
$2,820,000,
in each case
minus
the sum of (i) the
aggregate
amount
of
Special
Hazard
Losses
allocated
solely
to one or
more
specific
Classes
of
Certificates in the related
Certificate
Group in accordance with Section 4.05 of this Series
Supplement
and (ii) the
Adjustment
Amount (as defined
below) as most recently
calculated.
For
each
anniversary
of the
Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated
in accordance
with the
preceding
sentence
(without
giving
effect to the
deduction
of the
Adjustment
Amount
for such
anniversary)
exceeds
the
greater of (A) the
greater of (i) the
product of the
related
Special
Hazard
Percentage for such
anniversary
multiplied by the outstanding
principal
balance of all the
Mortgage Loans in the related Loan Group or Loan Groups on the
Distribution
Date immediately
preceding such
anniversary and (ii) twice the outstanding
principal
balance of the Mortgage
Loan in the related Loan Group or Loan Groups with the largest
outstanding
principal balance
as of the
Distribution
Date
immediately
preceding such
anniversary and (B) the greater of
(i) the product of 0.50%
multiplied
by the
outstanding
principal
balance of all
Mortgage
Loans
in the
related
Loan
Group
on
the
Distribution
Date
immediately
preceding
such
anniversary
multiplied
by a
fraction,
the
numerator
of which
is equal to the
aggregate
outstanding
principal balance (as of the immediately
preceding
Distribution Date) of all of
the Mortgage
Loans in the related Loan Group secured by Mortgaged
Properties
located in the
State
of
California
divided
by the
aggregate
outstanding
principal
balance
(as of the
immediately
preceding
Distribution
Date) of all of the
Mortgage
Loans in the related Loan
Group,
expressed as a percentage,
and the
denominator
of which is equal to 18.35%,
in the
case of Loan
Group I and Loan Group II
combined
and
18.90%,
in the case of Loan Group III
(which
percentages
are equal to the respective
percentages of Mortgage Loans in the related
Loan Group or Loan
Groups by
aggregate
principal
balance
initially
secured by
Mortgaged
Properties
located in the State of California) and (ii) the aggregate
outstanding
principal
balance (as of the immediately
preceding
Distribution
Date) of the largest Mortgage Loan in
the related Loan Group or Loan Groups
secured by a Mortgaged
Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) located in the
State of California.
The
related
Special
Hazard
Amount
may be further
reduced by the Master
Servicer
(including
accelerating
the manner in which coverage is reduced)
provided that prior to any
such
reduction,
the Master Servicer shall (i) obtain written
confirmation
from each Rating
Agency
that such
reduction
shall not
reduce the
rating
assigned
to any Class of related
Certificates
by such Rating Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates
as of the Closing Date by such Rating
Agency and (ii) provide
a copy of such written confirmation to the Trustee.
Special Hazard
Percentage:
With respect to each Loan Group as of each anniversary of
the
Cut-off
Date,
the
greater
of (i) 1.0% and (ii) the
largest
percentage
obtained
by
dividing
the
aggregate
outstanding
principal
balance
(as
of
immediately
preceding
Distribution
Date) of the Mortgage
Loans in the related Loan Group or Loan Groups secured by
Mortgaged
Properties
located
in a
single,
five-digit
zip
code
area
in
the
State
of
California
by the
outstanding
principal
balance of all the
Mortgage
Loans in the related
Loan Group or Loan Groups as of the immediately preceding
Distribution Date.
Subordinate
Certificate:
With
respect to Loan Group I and Loan Group II, any one of
the Class
I-M
Certificates
or Class
I-B-1,
Class
I-B-2
and
Class
I-B-3
Certificates,
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the
form
annexed to the
Standard
Terms as Exhibit B and Exhibit C,
respectively.
With respect
to Loan Group III, any one of the Class II-M
Certificates
or Class II-B-1,
Class II-B-2 and
Class
II-B-3
Certificates,
executed
by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed to the
Standard
Terms as Exhibit B and Exhibit
C, respectively.
Subordinate Class
Percentage:
With respect to any Distribution Date and any Class of
Subordinate
Certificates,
a fraction,
expressed as a percentage,
the numerator of which is
the
aggregate
Certificate
Principal
Balance
of such
Class
of
Subordinate
Certificates
immediately
prior
to
such
date
and the
denominator
of
which
is the
aggregate
Stated
Principal
Balance of all of the
Mortgage
Loans in the related Loan Group or Loan Groups (or
related REO Properties)
(other than the related
Discount
Fraction of each related
Discount
Mortgage Loan) immediately prior to such Distribution Date.
Subordinate
Percentage:
With
respect
to
any
Loan
Group,
as
of
any
date
of
determination a percentage equal to 100% minus the related Senior
Percentage as of that date.
Subordinate
Principal
Distribution Amount: With respect to any Distribution Date and
Loan
Group
and
each
Class
of
related
Subordinate
Certificates,
(a)
the
sum
of
the
following:
(i) such Class's pro rata share,
based on the
Certificate
Principal
Balance of
each Class of related
Subordinate
Certificates
then
outstanding,
of the
aggregate of the
amounts
calculated
(without
giving
effect
to the
related
Senior
Percentages)
for such
Distribution
Date for the
related
Loan
Group
under
clauses
(1),
(2) and (3) of Section
4.02(a)(ii)(Y)(A)
to the extent not payable to the
related
Senior
Certificates;
(ii) such
Class's pro rata share,
based on the Certificate
Principal
Balance of each Class of related
Subordinate
Certificates then outstanding,
of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b)
for the related Loan Group (without
giving effect to the related Senior
Accelerated
Distribution
Percentages)
to the
extent
such
collections
are not
otherwise
distributed
to the
related
Senior
Certificates;
(iii)
the
product
of (x)
the
related
Prepayment
Distribution
Percentage
and (y) the
aggregate of all Principal
Prepayments
in
Full
received in the related
Prepayment
Period and
Curtailments
received in the preceding
calendar
month for the related Loan Group (other than the related
Discount
Fraction of such
Principal
Prepayments in Full and Curtailments
with respect to a related
Discount
Mortgage
Loan) to the extent not
payable to the
related
Senior
Certificates;
(iv) if such Class is
the
Class
of
related
Subordinate
Certificates
with the
Highest
Priority,
any
related
Excess
Subordinate
Principal
Amount for the related Loan Group for such
Distribution
Date
not paid to the related
Senior
Certificates;
and (v) any amounts
described in clauses (i),
(ii) and (iii) as determined for any previous
Distribution
Date,
that remain
undistributed
to the extent
that such
amounts are not
attributable
to
Realized
Losses
which have been
allocated
to a Class
of
related
Subordinate
Certificates
minus
(b) the sum of (i)
with
respect
to the Class of
Subordinate
Certificates
with the
Lowest
Priority,
any
related
Excess
Subordinate
Principal
Amount
for such
Distribution
Date;
and
(ii)
the
related
Capitalization
Reimbursement
Amount for such Loan Group and
Distribution
Date,
other than
the
related
Discount
Fraction
of any
portion
of that
amount
related
to
each
related
Discount Mortgage Loan in the related Loan Group,
multiplied by a fraction,
the numerator of
which
is
the
Subordinate
Principal
Distribution
Amount
for
such
Class
of
related
Subordinate
Certificates,
without giving effect to this clause (b)(ii),
and the denominator
of which is the sum of the principal
distribution
amounts for all Classes of Certificates in
the related
Certificate Group (other than the Class A-P Certificates),
without giving effect
to any reductions for the Capitalization Reimbursement Amount.
Super Senior
Certificates:
Any of the Class I-A-1,
Class I-A-3,
Class I-A-4, Class
II-A-1, Class III-A-1 and Class III-A-3 Certificates.
Temporary
Regulation
S
Global
Offered
Certificate:
Any
one
of
the
Class
B
Certificates
substantially
in the form of Exhibit Ten-C hereto,
and as more fully described
in Section 5.02(g) hereof.
Uncertificated
Accrued Interest:
With respect to each
Distribution
Date, (i) as to
each Uncertificated
REMIC I Regular Interest other than each
Uncertificated
REMIC I Regular
Interest
Z,
an
amount
equal
to
one
month's
interest
at
the
related
Uncertificated
Pass-Through
Rate on the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC I
Regular
Interest,
(ii) as to each
Uncertificated
REMIC II Regular Interest other than each
Uncertificated
REMIC II
Regular
Interest
Z3, an amount
equal to the
aggregate
amount of
Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the
Related
Classes of
Certificates
(excluding
any
Interest
Only
Certificates)
if the
Pass-Through Rate on such Classes were equal to the
Uncertificated
Pass-Through Rate on such
Uncertificated
REMIC II Regular Interest,
(iii) as to each Uncertificated
REMIC III Regular
Interest other than each
Uncertificated
REMIC III Regular Interest Z, an amount equal to the
aggregate
amount of Accrued
Certificate
Interest
that would
result under the terms of the
definition
thereof on the
Related
Classes of
Certificates
(excluding
any
Interest
Only
Certificates)
if the
Pass-Through
Rate on such
Classes
were
equal to the
Uncertificated
Pass-Through
Rate on such
Uncertificated
REMIC
III
Regular
Interest
and (iv) as to each
Uncertificated
REMIC I Regular
Interest
Z,
Uncertificated
REMIC II Regular
Interest
Z3,
Uncertificated
REMIC III Regular Interest Z and
Uncertificated
REMIC IV Regular Interest Z,
an amount equal to one month's
interest at the Pool Strip Rate of the related
Mortgage
Loan
on the principal
balance of such Mortgage
Loan reduced by such regular
interest's
pro-rata
share of any prepayment
interest
shortfalls or other reductions of interest allocable to the
related Class A-V Certificates
Uncertificated
Pass-Through Rate: With respect to each of the Uncertificated
REMIC I
Regular Interests,
other than the
Uncertificated
REMIC I Regular Interests Z, the per annum
rate specified in the definition of
Uncertificated
REMIC I Regular
Interests.
With respect
to each of the
Uncertificated
REMIC II
Regular
Interests,
other
than the
Uncertificated
REMIC
II
Regular
Interests
Z3,
the
per
annum
rate
specified
in
the
definition
of
Uncertificated
REMIC II Regular Interests.
With respect to each of the Uncertificated
REMIC
III Regular Interests,
other than the
Uncertificated
REMIC III Regular Interests Z, the per
annum rate specified in the definition of
Uncertificated
REMIC III Regular
Interests.
With
respect to each
Uncertificated
REMIC I Regular Interest Z,
Uncertificated
REMIC II Regular
Interest Z2,
Uncertificated
REMIC III Regular
Interest Z and each
Uncertificated
REMIC IV
Regular Interest Z, the Pool Strip Rate for the related Mortgage
Loan.
Uncertificated
Principal
Balance:
With
respect
to
each
Uncertificated
REMIC
I
Regular
Interest,
as defined in the definition of
Uncertificated
REMIC I Regular Interest.
With respect to each
Uncertificated
REMIC II Regular Interest,
as defined in the definition
of Uncertificated
REMIC II Regular Interest.
With respect to each
Uncertificated
REMIC III
Regular Interest, as defined in the definition of Uncertificated
REMIC III Regular Interest.
Uncertificated
REMIC I Distribution
Amount: For any Distribution Date, the Available
Distribution
Amount
for
Loan
Group
I and
Loan
Group
II
shall
be
distributed
to the
Uncertificated
REMIC I Regular
Interests
and the Class R-I
Certificates
in the
following
amounts and priority:
(A)
To the extent of the Available Distribution Amount for Loan Group
I:
(1)
first, to the
Uncertificated
REMIC I Regular
Interests Z1,
Uncertificated
Accrued
Interest
thereon for such
Distribution
Date, plus any
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
any
previous
Distribution Date;
(2)
second, to the
Uncertificated
REMIC I Regular Interest I-A-P, an amount equal to the
sum of the Class A-P Principal Distribution Amounts for Loan Group
I;
(3)
third, to the
Uncertificated
REMIC I Regular Interests Y-I and Z-I and the Class R-I
Certificates,
concurrently,
the
Uncertificated
Accrued
Interest for
such regular
interests
and the Accrued
Certificate
Interest for such
Certificates
remaining
unpaid from previous
Distribution
Dates,
pro
rata according to their respective shares of such unpaid amounts;
(4)
fourth, to the Uncertificated
REMIC I Regular Interests Y-I and Z-I and the Class R-I
Certificates,
concurrently,
the
Uncertificated
Accrued
Interest for
such
regular
interests
or the Accrued
Certificate
Interest for such
Certificates
for the current
Distribution
Date, pro rata according to
their respective shares of such amounts; and
(5)
fifth, to the
Uncertificated
REMIC I Regular Interests Y-I and Z-I and the Class R-I
Certificates,
the REMIC I Y-I Principal
Distribution Amount, the REMIC
I Z-I
Principal
Distribution
Amount
and the
Class
R-I
Certificate
principal distribution amount, respectively.
(B)
To the extent of the Available Distribution Amount for Loan Group
II:
(1)
first, to the
Uncertificated
REMIC I Regular
Interests Z2,
Uncertificated
Accrued
Interest
thereon for such
Distribution
Date, plus any
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
any
previous
Distribution Date;
(2)
second, to the Uncertificated
REMIC I Regular Interest II-A-P, an amount equal to the
sum of the Class A-P Principal Distribution Amounts for Loan Group
II;
(3)
third, to the
Uncertificated
REMIC I Regular Interests Y-II and Z-II,
concurrently,
the
Uncertificated
Accrued
Interest
thereon
remaining
unpaid
from
previous
Distribution
Dates,
pro rata
according to their
respective
shares of such unpaid amounts;
(4)
fourth, to the Uncertificated
REMIC I Regular Interests Y-II and Z-II,
concurrently,
the
Uncertificated
Accrued
Interest
thereon
for
the
current
Distribution
Date,
pro rata
according to their
respective
shares of
such amounts; and
(5)
fifth,
to the
Uncertificated
REMIC I Regular
Interests
Y-II and Z-II, the REMIC I
Y-II
Principal
Distribution
Amount
and the
REMIC
I Z-II
Principal
Distribution Amount, respectively.
(C)
To the extent of the Available
Distribution Amounts for Loan Groups I and II for such
Distribution
Date
remaining
after
payment
of
the
amounts
pursuant
to
paragraphs
(A)
and
(B)
of
this
definition
of
"Uncertificated
REMIC
I
Distribution Amount":
(1)
first,
to each
Uncertificated
REMIC I Regular
Interest,
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 Section
4.02(e);
provided,
however,
that any amounts distributed
pursuant to
this
paragraph
(C)(1) of this
definition of
"Uncertificated
REMIC I
Distribution
Amount" shall not cause a reduction in the
Uncertificated
Principal
Balances
of
any
of
the
Uncertificated
REMIC
I
Regular
Interests; and
(2)
second, to the Class R-I Certificates, any remaining amount.
On each
Distribution
Date the Trustee shall be deemed to distribute
from REMIC III,
in the priority set forth in the definition of the
Uncertificated
REMIC III Regular Interest
Distribution
Amount
to
itself
as
the
holder
of the
Uncertificated
REMIC
III
Regular
Interests
and to the holders of the Class R-III
Certificates
as the holders of the residual
interest in REMIC III the amounts
distributable
thereon from the amounts deemed to have been
received by REMIC III from REMIC I under this definition.
Uncertificated
REMIC
I
Regular
Interests:
The
Uncertificated
REMIC
I
Regular
Interests Z together with the interests
identified in the table below,
each
representing an
undivided beneficial ownership interest in REMIC I, and having the
following characteristics:
1.
The
principal
balance
from
time to time
of
each
Uncertificated
REMIC I
Regular Interest
identified in the table below shall be the amount identified
as the Initial Principal
Balance thereof in such table,
minus the sum of (x)
the aggregate of all amounts
previously
deemed
distributed
with respect to
such
interest
and
applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a) and (y) the aggregate of all reductions
in Certificate
Principal
Balance deemed to have occurred in connection
with
Realized Losses that were previously
deemed
allocated to the
Uncertificated
Principal Balance of such Uncertificated
REMIC I Regular Interest pursuant to
Section 10.04(e).
2.
The Uncertificated
Pass-Through Rate for each Uncertificated
REMIC I Regular
Interest
identified
in the table below shall be the per annum rate set forth
in the Pass-Through Rate column of such table.
3.
The
Uncertificated
REMIC I
Distribution
Amount
for each
REMIC I
Regular
Interest
identified in the table below shall be, for any
Distribution
Date,
the amount
deemed
distributed
with respect to such
Uncertificated
REMIC I
Regular
Interest on such
Distribution
Date
pursuant to the
provisions
of
Section 10.04(a).
-------------------------------------------- -------------------
--------------------------------
Uncertificated REMIC I Regular Interest
Pass-Through Rate
Initial Principal Balance
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
Y-I
6.25%
$160,769.71
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
Y-II
7.00%
$374,548.97
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
Z-I
6.25%
$323,284,794.77
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
Z-II
7.00%
$748,723,399.45
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
I-A-P
0.00%
$190,116.98
-------------------------------------------- -------------------
--------------------------------
-------------------------------------------- -------------------
--------------------------------
II-A-P
0.00%
$4,914,900.14
-------------------------------------------- -------------------
--------------------------------
Uncertificated
REMIC II
Regular
Interests:
The
Uncertificated
REMIC
II
Regular
Interests Z3 together with the interests
identified in the table below,
each representing an
undivided
beneficial
ownership
interest
in
REMIC
II,
and
having
the
following
characteristics:
1.
The
principal
balance
from
time to time of each
Uncertificated
REMIC
II
Regular Interest
identified in the table below shall be the amount identified
as the Initial Principal
Balance thereof in such table,
minus the sum of (x)
the aggregate of all amounts
previously
deemed
distributed
with respect to
such
interest
and
applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant
to
Section
10.04(b)(ii)
and
(y)
the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed
to have
occurred
in
connection with Realized Losses that were previously
deemed
allocated to the
Uncertificated
Principal
Balance
of such
Uncertificated
REMIC II
Regular
Interest
pursuant to Section 10.04(e),
which equals the aggregate
principal
balance
of
the
Classes
of
Certificates
identified
as
related
to
such
Uncertificated REMIC II Regular Interest in such table.
2.
The Uncertificated
Pass-Through Rate for each Uncertificated REMIC II Regular
Interest
identified
in the table below shall be the per annum rate set forth
in the Pass-Through Rate column of such table.
3.
The
Uncertificated
REMIC II Regular
Interest
Distribution
Amount for each
REMIC II Regular
Interest
identified
in the table
below
shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with
respect
to
such
Uncertificated
REMIC II Regular Interest on such
Distribution
Date pursuant
to the provisions of Section 10.04(b).
----------------------- ---------------------------------
------------------ --------------------
Uncertificated REMIC
Related Classes of Certificates
Pass-Through Rate
Initial Principal
II Regular Interest
Balance
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
X
Class III-A-P
0.00%
$355,377.67
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
Y
Class III-A-1, Class III-A-2,
5.75%
$103,856,021.12
Class III-A-3, Class II-M-1,
Class II-M-2, Class II-M-3,
Class II-B-1, Class II-B-2,
Class II-B-3, Class R-III,
Class R-IV
----------------------- ---------------------------------
------------------ --------------------
Uncertificated
REMIC III
Regular
Interests:
The
Uncertificated
REMIC III Regular
Interests Z together with the interests
identified in the table below,
each
representing an
undivided
beneficial
ownership
interest
in
REMIC
III,
and
having
the
following
characteristics:
1.
The
principal
balance
from
time to time of each
Uncertificated
REMIC III
Regular Interest
identified in the table below shall be the amount identified
as the Initial Principal
Balance thereof in such table,
minus the sum of (x)
the aggregate of all amounts
previously
deemed
distributed
with respect to
such
interest
and
applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant
to
Section
10.04(b)(ii)
and
(y)
the
aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed
to have
occurred
in
connection with Realized Losses that were previously
deemed
allocated to the
Uncertificated
Principal
Balance of such
Uncertificated
REMIC III
Regular
Interest
pursuant to Section 10.04(e),
which equals the aggregate
principal
balance
of
the
Classes
of
Certificates
identified
as
related
to
such
Uncertificated REMIC III Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
III
Regular
Interest
identified
in the table
below shall be the per annum rate
set forth in the Pass-Through Rate column of such table.
3.
The
Uncertificated
REMIC III Regular Interest
Distribution
Amount for each
REMIC III
Regular
Interest
identified
in the table below shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with
respect
to
such
Uncertificated
REMIC III Regular Interest on such
Distribution Date pursuant
to the provisions of Section 10.04(b).
----------------------- ---------------------------------
------------------ --------------------
Uncertificated REMIC
Related Classes of Certificates
Pass-Through Rate
Initial Principal
III Regular Interest
Balance
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
Q
Class I-A-P
0.00%
$190,116.98
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
R
Class II-A-P
0.00%
$4,914,900.14
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
S
Class I-A-1, Class I-A-2
6.25%
$100,000,000.00
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
T
Class I-A-3, Class I-A-4, Class
6.25%
$149,981,000.00
I-A-5
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
U
Class I-A-6, Class I-A-7
6.25%
$50,000,000.00
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
V
Class II-A-1, Class II-A-2,
7.00%
$640,860,572.00
Class II-A-4
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
W
Class II-A-3
0.00%
$3,571,428.00
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
X
Class II-A-5, Class II-A-6
7.50%
$50,000,000.00
----------------------- ---------------------------------
------------------ --------------------
----------------------- ---------------------------------
------------------ --------------------
Y
Class I-M-1, Class I-M-2, Class
The weighted
$78,130,512.90
I-M-3, Class I-B-1, Class
average of the
I-B-2, Class I-B-3
Uncertificated
Pass-Through
Rates for
Uncertificated
REMIC I Regular
Interests Y-I
and Y-II.
----------------------- ---------------------------------
------------------ --------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each of the
Uncertificated
REMIC I
Regular Interests Z1 and Uncertificated REMIC I Regular Interests
Z2.
Uncertificated
REMIC
I
Regular
Interests
Z1:
Each of the
1,195
uncertificated
partial undivided beneficial
ownership interests in REMIC I, numbered
sequentially from 1 to
1,195,
each
relating to the
particular
Mortgage
Loan in Loan Group I
identified
by such
sequential number on the Mortgage Loan Schedule,
each having no principal
balance,
and each
bearing
interest at the
respective
Pool Strip Rate on the Stated
Principal
Balance of the
related Mortgage Loan.
Uncertificated
REMIC
I
Regular
Interests
Z2:
Each
of the
3,517
uncertificated
partial undivided beneficial
ownership interests in REMIC I, numbered
sequentially from 1 to
3,517,
each
relating to the
particular
Mortgage
Loan in Loan Group II
identified by such
sequential number on the Mortgage Loan Schedule,
each having no principal
balance,
and each
bearing
interest at the
respective
Pool Strip Rate on the Stated
Principal
Balance of the
related Mortgage Loan.
Uncertificated
REMIC II Regular Interests Z3: Each of the 519 uncertificated
partial
undivided
beneficial
ownership
interests in REMIC II, numbered
sequentially from 1 to 519,
each
relating
to the
particular
Mortgage
Loan
in
Loan
Group
III
identified
by
such
sequential number on the Mortgage Loan Schedule,
each having no principal
balance,
and each
bearing
interest at the
respective
Pool Strip Rate on the Stated
Principal
Balance of the
related Mortgage Loan.
Uncertificated
REMIC II Regular
Interests Z3
Distribution
Amount:
With respect to
any Distribution
Date, the sum of the amounts deemed to be distributed on the
Uncertificated
REMIC II Regular Interests Z3 for such Distribution Date pursuant
to Section 10.04.
Uncertificated REMIC II Regular Interest
Distribution
Amounts:
With respect to each
Uncertificated
REMIC II
Regular
Interest,
other than the
Uncertificated
REMIC II Regular
Interests
Z3,
the
amount
specified
as
the
Uncertificated
REMIC
II
Regular
Interest
Distribution
Amount
with
respect
thereto
in the
definition
of
Uncertificated
REMIC II
Regular
Interests.
With respect to the
Uncertificated
REMIC II Regular
Interests
Z3, the
Uncertificated REMIC II Regular Interests Z3 Distribution Amount.
Uncertificated
REMIC III
Regular
Interests
Z1:
Each of the
1,195
uncertificated
partial undivided
beneficial
ownership
interests in REMIC III numbered
sequentially from 1
to 1,195, each relating to the identically
numbered
Uncertificated REMIC I Regular Interests
Z1, each having no principal
balance,
and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated
REMIC III
Regular
Interests
Z2:
Each of the
3,517
uncertificated
partial undivided
beneficial
ownership
interests in REMIC III numbered
sequentially from 1
to 3,517, each relating to the identically
numbered
Uncertificated REMIC I Regular Interests
Z2, each having no principal
balance,
and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC III Regular Interest
Distribution
Amounts: With respect to each
Uncertificated
REMIC III Regular Interest,
other than the
Uncertificated
REMIC III Regular
Interests
Z,
the
amount
specified
as
the
Uncertificated
REMIC
III
Regular
Interest
Distribution
Amount
with
respect
thereto in the
definition
of
Uncertificated
REMIC III
Regular
Interests.
With
respect to the
Uncertificated
REMIC III Regular
Interests Z, the
Uncertificated REMIC III Regular Interests Z Distribution Amount.
Uncertificated
REMIC III Regular
Interests Z: Each of the
Uncertificated
REMIC III
Regular Interests Z1 and Uncertificated REMIC III Regular Interests
Z2.
Uncertificated
REMIC III Regular
Interests Z
Distribution
Amount:
With respect to
any Distribution
Date, the sum of the amounts deemed to be distributed on the
Uncertificated
REMIC III Regular Interests Z for such Distribution Date pursuant
to Section 10.04.
Uncertificated
REMIC IV
Regular
Interests
Z: Each of the
Uncertificated
REMIC IV
Regular Interests Z1,
Uncertificated
REMIC IV Regular Interests Z2 and Uncertificated
REMIC
IV Regular Interests Z3.
Uncertificated
REMIC
IV
Regular
Interests
Z1:
Each of the
1,195
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC IV numbered
sequentially from 1
through 1,195,
each relating to the
identically
numbered
Uncertificated
REMIC III Regular
Interests
Z1, each having no
principal
balance and bearing
interest at a rate equal to the
related Pool Strip Rate on the Stated
Principal
Balance of the Mortgage
Loan related to the
identically
numbered
Uncertificated
REMIC
I
Regular
Interests
Z1,
comprising
such
Uncertificated
REMIC IV
Regular
Interests
Z1's pro rata
share of the
amount
distributed
pursuant to Section 10.04(a).
Uncertificated
REMIC
IV
Regular
Interests
Z2:
Each of the
3,517
uncertificated
partial
undivided
beneficial
ownership
interests in REMIC IV numbered
sequentially from 1
through 3,517,
each relating to the
identically
numbered
Uncertificated
REMIC III Regular
Interests
Z2, each having no
principal
balance and bearing
interest at a rate equal to the
related Pool Strip Rate on the Stated
Principal
Balance of the Mortgage
Loan related to the
identically
numbered
Uncertificated
REMIC
I
Regular
Interests
Z2,
comprising
such
Uncertificated
REMIC IV
Regular
Interests
Z2's pro rata
share of the
amount
distributed
pursuant to Section 10.04(a).
Uncertificated
REMIC IV Regular Interests Z3: Each of the 519 uncertificated
partial
undivided
beneficial
ownership
interests in REMIC IV numbered
sequentially
from 1 through
519,
each having no
principal
balance
and bearing
interest at a rate equal to the related
Pool
Strip
Rate
on the
Stated
Principal
Balance
of the
Mortgage
Loan
related
to the
identically
numbered
Uncertificated
REMIC
II
Regular
Interests
Z3,
comprising
such
Uncertificated
REMIC IV
Regular
Interests
Z3's pro rata
share of the
amount
distributed
pursuant to Section 10.04(a).
Uncertificated
REMIC IV Regular Interests Z Distribution
Amount: With respect to any
Distribution
Date,
the sum of the amounts
deemed to be
distributed
on the
Uncertificated
REMIC IV Regular Interests Z for such Distribution Date pursuant to
Section 10.04.
Undercollateralized
Amount:
With
respect
any
Certificate
Group and
Distribution
Date,
the excess of (i) the
aggregate
Certificate
Principal
Balance
of such
Certificate
Group over (ii) the aggregate
Stated
Principal
Balance of the Mortgage Loans in the related
Loan
Group,
in each
case
calculated
on such
Distribution
Date
after
giving
effect to
distributions
to be made thereon
(other than amounts to be
distributed
pursuant to Section
4.02(l) on such Distribution Date).
Undercollateralized
Certificate
Group:
With
respect
any
Distribution
Date,
a
Certificate Group for which the related Undercollateralized Amount
exceeds zero.
Underwriters:
Deutsche Bank Securities Inc.,
Lehman Brothers,
Inc.. and Residential
Funding Securities, LLC.
Yield Maintenance
Agreement:
The agreement dated as of the Closing Date, between the
Trustee
and
the
Yield
Maintenance
Agreement
Provider,
relating
to
the
Class
I-A-1
Certificates,
or any
replacement,
substitute,
collateral
or
other
arrangement
in
lieu
thereof.
Yield Maintenance
Agreement Provider:
Bank of America,
N.A., and its successors and
assigns or any party to any replacement,
substitute,
collateral or other arrangement in lieu
thereof.
Yield Maintenance
Payment:
For any Distribution Date, the payment, if any, due under
the applicable Yield Maintenance Agreement in respect of such
Distribution Date.
Section
1.02
Use of Words and Phrases.
"Herein," "hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter" and other
equivalent
words refer to the Pooling and
Servicing
Agreement
as a whole.
All
references
herein to Articles,
Sections or Subsections shall mean the corresponding
Articles,
Sections
and
Subsections
in the Pooling and Servicing
Agreement.
The
definitions
set forth herein
include both the singular and the plural.
Section 1.03. Determination of LIBOR.
LIBOR applicable to the calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates
for any
Interest
Accrual
Period
(other
than the
initial
Interest
Accrual
Period) will be determined as described below:
On each
Distribution
Date,
LIBOR shall be established by the Trustee and, as to any
Interest
Accrual
Period,
will equal the rate for one month United
States
dollar
deposits
that appears on Telerate
Screen Page 3750 of the Moneyline
Telerate
Capital
Markets Report
as of 11:00 a.m.,
London
time,
on the second
LIBOR
Business Day prior to the first day of
such Interest
Accrual
Period ("LIBOR Rate
Adjustment
Date").
"Telerate
Screen Page 3750"
means the display
designated as page 3750 on the Telerate
Service (or such other page as may
replace
page 3750 on that
service for the purpose of
displaying
London
interbank
offered
rates of major
banks).
If such rate does not
appear on such page (or such other page as may
replace
that
page on that
service,
or if such
service
is no
longer
offered,
any other
service for
displaying
LIBOR or
comparable
rates as may be
selected by the Trustee
after
consultation
with the
Master
Servicer),
the rate
will be the
Reference
Bank
Rate.
The
"Reference
Bank Rate" will be determined on the basis of the rates at which
deposits in U.S.
Dollars
are offered by the
reference
banks
(which
shall be any three major banks that are
engaged
in
transactions
in the London
interbank
market,
selected
by the
Trustee
after
consultation
with the Master Servicer) as of 11:00 a.m.,
London time, on the day that is one
LIBOR
Business Day prior to the
immediately
preceding
Distribution
Date to prime banks in
the London
interbank market for a period of one month in amounts
approximately
equal to the
aggregate
Certificate
Principal
Balance
of
the
Adjustable
Rate
Certificates
then
outstanding.
The Trustee will request the
principal
London
office of each of the reference
banks to provide a quotation of its rate. If at least two such
quotations
are provided,
the
rate will be the arithmetic
mean of the quotations
rounded up to the next multiple of 1/16%.
If on such date fewer than two
quotations
are
provided as
requested,
the rate will be the
arithmetic
mean of the rates quoted by one or more major banks in New York
City,
selected by
the Trustee
after
consultation
with the Master
Servicer,
as of 11:00 a.m.,
New York City
time,
on such date for loans in U.S.
Dollars to leading
European
banks for a period of one
month in amounts
approximately
equal to the aggregate
Certificate
Principal Balance of the
Adjustable Rate
Certificates
then
outstanding.
If no such quotations can be obtained,
the
rate will be LIBOR for the prior
Distribution
Date,
or, in the case of the first LIBOR Rate
Adjustment
Date,
5.30% per annum;
provided,
however,
if, under the
priorities
described
above,
LIBOR for a
Distribution
Date would be based on LIBOR for the previous
Distribution
Date for the third consecutive
Distribution
Date, the Trustee shall, after consultation with
the Master
Servicer,
select an alternative
comparable
index (over which the Trustee has no
control),
used for
determining
one-month
Eurodollar
lending rates that is calculated
and
published (or otherwise made
available) by an independent
party.
"LIBOR Business Day" means
any day other than (i) a Saturday or a Sunday or (ii) a day on
which banking
institutions
in
the city of London, England are required or authorized by law to be
closed.
The
establishment
of LIBOR by the Trustee on any LIBOR Rate
Adjustment Date and the
Master Servicer's
subsequent
calculation of the Pass-Through Rates applicable to each of the
Adjustable Rate
Certificates
for the relevant
Interest
Accrual
Period,
in the absence of
manifest error, will be final and binding.
Promptly
following
each LIBOR Rate
Adjustment
Date the
Trustee
shall
supply the
Master
Servicer
with the results of its
determination
of LIBOR on such date.
Furthermore,
the Trustee will supply the
Pass-Through
Rates on each of the Adjustable
Rate
Certificates
for the
current and the
immediately
preceding
Interest
Accrual
Period via the
Trustee's
website, which may be obtained by telephoning the Trustee at (800)
735-7777.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage Loans.
(a) (See Section 2.01(a) of the Standard Terms).
(b) (See Section 2.01(b) of the Standard Terms).
(c) (See Section 2.01(b) of the Standard Terms).
(d) (See Section 2.01(d) of the Standard Terms).
(e) (See Section 2.01(e) of the Standard Terms).
(f) (See Section 2.01(f) of the Standard Terms).
(g) (See Section 2.01(g) of the Standard Terms).
(h) (See Section 2.01(h) of the Standard Terms).
(i) In connection with such
assignment,
and
contemporaneously
with the delivery of
this
Agreement,
the Company
delivered or caused to be
delivered
hereunder to the Trustee,
the Yield
Maintenance
Agreement (the delivery of which shall evidence that the fixed
payment
for each of the Yield
Maintenance
Agreement has been paid and the Trustee and the Trust Fund
shall have no further
payment
obligation
thereunder
and that such fixed
payment
has been
authorized hereby).
Section
2.02
Acceptance by Trustee.
(See Section 2.02 of the Standard Terms)
Section
2.03
Representations, Warranties and Covenants
of the Master Servicer and the Company.
(a)
For representations, warranties and covenants of the Master
Servicer, see Section
2.03(a) of the Standard Terms.
(b)
The Company hereby represents and warrants to the Trustee for the
benefit of
Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the
date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of principal and interest
as of the Cut-off Date and no Mortgage Loan has been so
Delinquent
more than once in
the 12-month period prior to the Cut-off Date;
(ii)
The
information set forth in Exhibit One hereto with respect to each
Mortgage Loan or
the Mortgage Loans,
as the case may be, is true and correct in all material
respects
at the date or dates respecting which such information is
furnished;
(iii)
The
Mortgage
Loans are
fully-amortizing
(subject
to
interest
only
periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly Payments due, with respect
to a
majority
of the
Mortgage
Loans,
on the first day of each
month and terms to
maturity at
origination
or
modification
of not more than 30 years,
in the case of
Group I Loans, and 15 years, in the case of Group I Loans and Group
II Loans;
(iv)
To the best of the Company's
knowledge,
except in the case of one loan
representing
0.1% of the Group I Loans,
if a Group I Loan is secured by a Mortgaged
Property with
a
Loan-to-Value
Ratio at
origination
in excess of 80%,
such
Mortgage Loan is the
subject of a Primary
Insurance
Policy
that
insures
(a) at least 30% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is
between 100.00% and 95.01%,
(b) at least 25% of the Stated
Principal
Balance of the
Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least 12% of such
balance if the
Loan-to-Value
Ratio is
between
90.00% and
85.01%
and (d) at least 6% of such
balance
if the
Loan-to-Value
Ratio is
between
85.00% and 80.01%;
and , if a Group II Loan is secured by a Mortgaged Property with a
Loan-to-Value
Ratio at
origination
in
excess
of 80%,
such
Mortgage
Loan is the
subject of a Primary
Insurance
Policy
that
insures
(a) at least 35% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is
between 100.00% and 95.01%,
(b) at least 30% of the Stated
Principal
Balance of the
Mortgage Loan at origination if the Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least 25% of such
balance if the
Loan-to-Value
Ratio is
between
90.00% and
85.01%
and (d) at least 12% of such
balance
if the
Loan-to-Value
Ratio is between
85.00%
and
80.01%.
To the
best
of the
Company's
knowledge,
each
such
Primary
Insurance
Policy is in full
force and
effect and the
Trustee
is
entitled
to the
benefits thereunder;
(v)
The
issuers
of
the
Primary
Insurance
Policies
are
insurance
companies
whose
claims-paying abilities are currently acceptable to each Rating
Agency;
(vi)
No more than 0.6% of the Group I Loans by
aggregate
Stated
Principal
Balance as of
the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area
in
California,
and no more
than
0.5% of the
Group I
Loans
by
aggregate
Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties
located
in any one zip code area outside
California;
no more than 0.4% of the Group II Loans
by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties
located in any one zip code area in Florida,
and no more than 0.4% of the
Group II Loans by
aggregate
Stated
Principal
Balance
as of the
Cut-off
Date are
secured by Mortgaged
Properties located in any one zip code area outside Florida;
no
more than 1.4% of the Group III Loans by aggregate Stated Principal
Balance as of the
Cut-off Date are secured by Mortgaged
Properties
located in any one zip code area in
California,
and no
more
than
1.0% of the
Group
III
Loans
by
aggregate
Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties
located
in any one zip code area outside California;
(vii)
The
improvements
upon the Mortgaged
Properties are insured against loss by fire and
other hazards as required by the Program Guide,
including flood insurance if required
under the National
Flood
Insurance
Act of 1968, as amended.
The Mortgage
requires
the Mortgagor to maintain such casualty insurance at the
Mortgagor's
expense,
and on
the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to obtain
and
maintain such insurance at the Mortgagor's expense and to seek
reimbursement
therefor
from the Mortgagor;
(viii)
Immediately prior to the assignment of the Mortgage Loans to the
Trustee,
the Company
had good
title to, and was the sole owner of,
each
Mortgage
Loan free and clear of
any pledge,
lien,
encumbrance or security
interest
(other than rights to servicing
and related
compensation)
and such
assignment
validly
transfers
ownership of the
Mortgage
Loans to the Trustee
free and clear of any
pledge,
lien,
encumbrance
or
security interest;
(ix)
Approximately
55.76% of the Group I Loans by aggregate Stated Principal Balance
as of
the
Cut-off
Date were
underwritten
under a
reduced
loan
documentation
program,
approximately
12.76% of the Group I Loans by aggregate Stated Principal Balance
as of
the
Cut-off
Date
were
underwritten
under
a
no-stated
income
program,
and
approximately
8.4% of the Group I Loans by aggregate Stated
Principal
Balance as of
the Cut-off Date were underwritten
under a no income/no asset program;
approximately
47.00% of the Group II Loans by aggregate Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a reduced
loan
documentation
program,
approximately
15.77% of the Group II Loans by aggregate Stated
Principal
Balance as of the Cut-off
Date were
underwritten
under a no-stated income program,
and 14.30% of the Group II
Loans were underwritten under a no income/no asset program;
and approximately
46.05%
of the Group III Loans by aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten under a reduced loan documentation
program,
approximately 9.95% of
the Group III Loans by aggregate Stated Principal
Balance as of the Cut-off Date were
underwritten under a no-stated income program,
and 21.54% of the Group III Loans were
underwritten under a no income/no asset program;
(x)
Except with respect to
approximately
21.47% of the Group I Loans by aggregate Stated
Principal Balance as of the Cut-off Date,
approximately
18.25% of the Group II Loans
by aggregate Stated
Principal
Balance as of the Cut-off Date and 16.00% of the Group
III Loans by aggregate Stated Principal
Balance as of the Cut-off Date, the Mortgagor
represented
in its loan
application
with respect to the related
Mortgage Loan that
the Mortgaged Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan
constitutes a qualified
mortgage under Section
860G(a)(3)(A)
of
the Code and
Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4), (5) and (6),
without reliance on the provisions of Treasury
Regulation
Section
1.860G-2(a)(3) or
Treasury
Regulation Section
1.860G-2(f)(2) or any other provision that would allow a
Mortgage Loan to be treated as a "qualified
mortgage"
notwithstanding its failure to
meet the
requirements of Section
860G(a)(3)(A)
of the Code and Treasury
Regulation
Section 1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance was effective as of the closing of each Mortgage Loan and
is valid and
binding
and
remains in full
force and
effect,
unless the
Mortgaged
Properties
are located in the State of Iowa and an
attorney's
certificate
has been
provided as described in the Program Guide;
(xiv)
Approximately
0.1% and 0.1% of the Group I Loans and Group II Loans,
respectively by
aggregate Stated Principal Balance as of the Cut-off Date are
Cooperative
Loans; with
respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative
Stock that is
pledged as security for the Mortgage Loan is held by a person as a
tenant-stockholder
(as
defined in Section
216 of the Code) in a
cooperative
housing
corporation
(as
defined in Section 216 of the Code);
(xv)
With respect to each
Mortgage Loan
originated
under a
"streamlined"
Mortgage Loan
program
(through
which no new or updated
appraisals
of
Mortgaged
Properties
are
obtained
in
connection
with
the
refinancing
thereof),
the
related
Seller
has
represented
that
either (a) the value of the
related
Mortgaged
Property as of the
date the Mortgage Loan was
originated
was not less than the appraised
value of such
property
at the
time
of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage Loan generally meets the Company's underwriting
guidelines;
(xvi)
Interest
on
each
Mortgage
Loan
is
calculated
on the
basis
of a
360-day
year
consisting of twelve 30-day months;
(xvii)
None of the Mortgage Loans contain in the related
Mortgage File a Destroyed
Mortgage
Note;
(xviii) None of the Mortgage
Loans has been made to an
International
Borrower,
and no such
Mortgagor is a member of a foreign diplomatic mission with
diplomatic rank;
(xix)
No Mortgage Loan
provides for payments
that are subject to reduction by
withholding
taxes levied by any foreign (non-United States) sovereign
government; and
(xx)
None of the Mortgage Loans is an Additional
Collateral
Loan and none of the Mortgage
Loans is a Pledged Asset Loan.
It is
understood
and
agreed
that the
representations
and
warranties
set
forth in this
Section
2.03(b) shall survive
delivery of the respective
Custodial
Files to the Trustee or
the Custodian.
Upon
discovery
by any of the
Company,
the
Master
Servicer,
the
Trustee
or the
Custodian of a breach of any of the
representations
and warranties set forth in this Section
2.03(b) that materially and adversely affects the interests of the
Certificateholders
in any
Mortgage
Loan,
the party
discovering
such breach shall give prompt
written
notice to the
other
parties (the
Custodian
being so
obligated
under a Custodial
Agreement);
provided,
however,
that in the
event of a breach
of the
representation
and
warranty
set
forth in
Section
2.03(b)(xii),
the party
discovering
such breach shall give such notice within five
days of
discovery.
Within 90 days of its
discovery or its receipt of notice of breach,
the
Company
shall
either (i) cure such breach in all
material
respects or (ii)
purchase
such
Mortgage
Loan from the
Trust
Fund at the
Purchase
Price
and in the
manner
set forth in
Section
2.02;
provided
that the
Company
shall have the option to
substitute
a Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within
two years
following
