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 October 30, 2006,
TO
STANDARD TERMS OF
POOLING AND SERVICING AGREEMENT
dated as of October 30, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-QA9
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS........................................................8
Section 1.01.
Definitions.............................................8
Section 1.02.
Determination of LIBOR.................................42
Section 1.03.
Use of Words and Phrases...............................43
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.................................................44
Section 2.01.
Conveyance of Mortgage Loans...........................44
Section 2.02.
Acceptance by Trustee..................................44
Section 2.03.
Representations, Warranties and Covenants of the
Master Servicer and the Company........................44
Section 2.04.
Representations and Warranties of Sellers..............47
Section 2.05.
Execution and Authentication of
Certificates/Issuance of Certificates Evidencing
Interests in REMICs....................................47
Section 2.06.
Conveyance of Uncertificated REMIC Regular
Interests; Acceptance by the Trustee...................48
Section 2.07.
Issuance of Certificates Evidencing Interest in
REMIC III and REMIC IV.................................48
Section 2.08.
Purposes and Powers of the Trust.......................48
Section 2.09.
Agreement Regarding Ability to Disclose................48
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................49
Section 3.01.
Master Servicer to Act as Servicer.....................49
Section 3.02.
Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations...................................49
Section 3.03.
Successor Subservicers.................................49
Section 3.04.
Liability of the Master Servicer.......................49
Section 3.05.
No Contractual Relationship Between Subservicer
and Trustee or Certificateholders......................49
Section 3.06.
Assumption or Termination of Subservicing
Agreements by Trustee..................................49
Section 3.07.
Collection of Certain Mortgage Loan Payments;
Deposit to Custodial Account...........................49
Section 3.08.
Subservicing Accounts; Servicing Accounts..............49
Section 3.09.
Access to Certain Documentation and
Information
Regarding the Mortgage Loans...........................49
Section 3.10.
Permitted Withdrawals from the Custodial Account.......49
Section 3.11.
Maintenance of the Primary Insurance
Policies;
Collections Thereunder.................................49
Section 3.12.
Maintenance of Fire Insurance and Omissions and
Fidelity Coverage......................................49
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption
and
Modification Agreements; Certain Assignments......50
Section 3.14.
Realization Upon Defaulted Mortgage Loans..............50
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.......50
Section 3.16.
Servicing and Other Compensation; Compensating
Interest...............................................50
Section 3.17.
Reports to the Trustee and the Company.................50
Section 3.18.
Annual Statement as to Compliance......................50
Section 3.19.
Annual Independent Public Accountants' Servicing
Report.................................................50
Section 3.20.
Rights of the Company in Respect of the Master
Servicer...............................................50
Section 3.21.
Administration of Buydown Funds........................50
Section 3.22.
Advance Facility.......................................50
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...................................51
Section 4.01.
Certificate Account....................................51
Section 4.02.
Distributions..........................................51
Section 4.03.
Statements to Certificateholders; Statements to
the Rating Agencies; Exchange Act Reporting............56
Section 4.04.
Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer...............56
Section 4.05.
Allocation of Realized Losses..........................56
Section 4.06.
Reports of Foreclosures and Abandonment of
Mortgaged Property.....................................58
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans..........58
Section 4.08.
Surety Bond............................................58
Section 4.09.
Swap Agreement.........................................58
Section 4.10.
Yield Maintenance Agreement; Yield Maintenance
Reserve Fund...........................................60
ARTICLE V THE
CERTIFICATES..................................................62
Section 5.01.
The Certificates.......................................62
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................................62
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates......65
Section 5.04.
Persons Deemed Owners..................................65
Section 5.05.
Appointment of Paying Agent............................65
Section 5.06.
U.S.A. Patriot Act Compliance..........................65
ARTICLE VI THE COMPANY AND THE MASTER
SERVICER..............................66
Section 6.01.
Respective Liabilities of the Company and Master
Servicer.....................Error! Bookmark not defined.
Section 6.02.
Merger or Consolidation of the Company or Master
Servicer; Assignment of Rights and Delegation of
Duties by the Master Servicer.Error! Bookmark not defined.
Section 6.03.
Limitation on Liability of the Company, Master
Servicer and Others..........Error! Bookmark not defined.
Section 6.04.
Company and Master Servicer Not to Resign.Error!
Bookmark not defined.
ARTICLE VII
DEFAULT.........................................................66
ARTICLE VIII CONCERNING THE TRUSTEE AND SUPPLEMENTAL INTEREST TRUST
TRUSTEE......................................................66
Section 8.01.
Duties of the Trustee and Supplemental Interest
Trust Trustee..........................................66
Section 8.02.
Certain Matters Affecting the Trustee and
Supplemental Interest Trust Trustee....................68
Section 8.03.
Trustee and Supplemental Interest Trust Trustee
Not Liable for Certificates or Mortgage Loans..........68
Section 8.04.
Trustee and Supplemental Interest Trust Trustee
May Own Certificates...................................68
Section 8.05.
Master Servicer to Pay Trustee's and Supplemental
Interest Trust Trustee's Fees and Expenses;
Indemnification........................................68
Section 8.06.
Eligibility Requirements for Trustee...................68
Section 8.07.
Resignation and Removal of the Trustee and
Supplemental Interest Trust Trustee....................68
Section 8.08.
Successor Trustee and Successor Supplemental
Interest Trust Trustee.................................68
Section 8.09.
Merger or Consolidation of Trustee.....................68
Section 8.10.
Appointment of Co-Trustee or Separate Trustee.
(See Section 8.10 of the Standard Terms)...............68
Section 8.11.
Appointment of Custodians..............................68
Section 8.12.
Appointment of Office or Agency.
(See Section
8.12 of the Standard Terms)............................68
Section 8.13.
Swap Agreement.........................................68
Section 8.14.
Yield Maintenance Agreement............................68
ARTICLE IX
TERMINATION......................................................68
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..................................................68
ARTICLE X REMIC
PROVISIONS..................................................68
Section 10.01. REMIC
Administration...................................68
Section 10.02. Master Servicer; REMIC Administrator and Trustee
Indemnification........................................68
Section 10.03. Designation of
REMICs..................................68
Section 10.04. Distributions on the Uncertificated REMIC Regular
Interests..............................................68
Section 10.05. Compliance with Withholding
Requirements...............68
ARTICLE XI MISCELLANEOUS
PROVISIONS.........................................68
Section 11.01.
Amendment..............................................68
Section 11.02. Recordation of Agreement;
Counterparts.................68
Section 11.03. Limitation on Rights of
Certificateholders.............68
Section 11.04. Governing
Law..........................................68
Section 11.05.
Notices................................................68
Section 11.06. Required Notices to Rating Agency and
Subservicer......68
Section 11.07. Severability of
Provisions.............................68
Section 11.08. Supplemental Provisions for
Resecuritization...........68
Section 11.09. Allocation of Voting
Rights............................68
Section 11.10. No
Petition............................................68
ARTICLE XII
COMPLIANCE WITH REGULATION AB..................................68
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information
to be
Included
in Monthly
Distribution
Date Statement
Exhibit Three:
Standard
Terms of Pooling
and
Servicing
Agreement,
dated as of October 30, 2006
Exhibit Four:
Swap Agreement
Exhibit Five:
SB-AM Swap Agreement
Exhibit Six
Yield Maintenance Agreement
This is a Series
Supplement,
dated as of October 30, 2006 (the "Series
Supplement"),
to the Standard Terms of Pooling and Servicing Agreement, dated
as of October 30,
2006 and
attached
as Exhibit
Four hereto (the
"Standard
Terms" and, together with this Series
Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the
company (together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL
FUNDING
COMPANY,
LLC,
as master
servicer
(together
with its
permitted
successors and assigns,
the "Master Servicer"),
and DEUTSCHE BANK
TRUST COMPANY
AMERICAS,
as Trustee and
supplemental
interest trust trustee
(together
with its permitted
successors
and assigns,
the "Trustee" and the
"Supplemental Interest Trust Trustee"), respectively.
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued hereunder in
multiple
classes,
which in the aggregate will evidence the entire beneficial
ownership interest in the Mortgage Loans.
The terms and provisions of the Standard
Terms are hereby
incorporated
by
reference
herein
as
though
set
forth in full
herein.
If any term or
provision
contained
herein shall conflict with or be
inconsistent
with any
provision
contained in the Standard
Terms,
the terms and provisions of this
Series
Supplement shall govern.
All capitalized
terms not otherwise defined
herein shall have the meanings
set forth in the Standard
Terms.
The Pooling
and
Servicing
Agreement
shall
be
dated
as of the
date
of
this
Series
Supplement.
REMIC I
As provided
herein,
the REMIC
Administrator
will make an election to
treat the
segregated
pool of assets
consisting
of the
Mortgage
Loans and
certain other related
assets
(exclusive of the
Supplemental
Interest Trust
Account,
the Swap
Agreement,
the
Yield
Maintenance
Agreement,
the Yield
Maintenance
Reserve
Fund
and the
SB-AM
Swap
Agreement)
subject
to this
Agreement
as a real
estate
mortgage
investment
conduit
(a
"REMIC")
for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated
as
"REMIC I."
Component
I of the
Class R-1
Certificates
will
represent
the sole Class of "residual
interests"
in REMIC I for purposes of
the REMIC
Provisions
(as
defined
herein)
under
federal
income
tax law.
Component
I of the Class R-1
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth
the designation,
remittance rate (the
"Uncertificated
REMIC I
Pass-Through
Rate") and initial
Uncertificated
Principal Balance for each of the "regular
interests"
in
REMIC I
(the
"REMIC I
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each
REMIC I
Regular
Interest shall be the Maturity
Date.
None of the REMIC I
Regular
Interests
will be certificated.
Uncertificated
REMIC I
Initial Uncertificated
Pass-Through
REMIC I
Designation
Rate
Principal Balance
I-1-A
Variable(1)
$4,662,780.50
I-2-A
Variable(1)
$4,602,074.00
I-3-A
Variable(1)
$4,540,633.50
I-4-A
Variable(1)
$4,477,855.00
I-5-A
Variable(1)
$4,413,539.50
I-6-A
Variable(1)
$4,348,000.50
I-7-A
Variable(1)
$4,281,942.50
I-8-A
Variable(1)
$4,214,959.00
I-9-A
Variable(1)
$4,146,664.50
I-10-A
Variable(1)
$4,077,436.50
I-11-A
Variable(1)
$4,007,896.50
I-12-A
Variable(1)
$3,937,706.00
I-13-A
Variable(1)
$3,884,191.00
I-14-A
Variable(1)
$3,819,367.50
I-15-A
Variable(1)
$3,754,262.00
I-16-A
Variable(1)
$3,688,571.00
I-17-A
Variable(1)
$3,622,105.50
I-18-A
Variable(1)
$3,555,005.00
I-19-A
Variable(1)
$3,487,856.00
I-20-A
Variable(1)
$3,420,134.50
I-21-A
Variable(1)
$3,352,085.50
I-22-A
Variable(1)
$3,284,184.00
I-23-A
Variable(1)
$3,216,067.50
I-24-A
Variable(1)
$3,146,343.50
I-25-A
Variable(1)
$3,073,734.50
I-26-A
Variable(1)
$3,000,620.00
I-27-A
Variable(1)
$2,927,939.50
I-28-A
Variable(1)
$2,855,518.50
I-29-A
Variable(1)
$2,783,857.50
I-30-A
Variable(1)
$2,713,634.50
I-31-A
Variable(1)
$2,643,924.50
I-32-A
Variable(1)
$2,574,608.00
I-33-A
Variable(1)
$2,505,515.50
I-34-A
Variable(1)
$2,433,832.00
I-35-A
Variable(1)
$2,356,513.00
I-36-A
Variable(1)
$2,280,617.00
I-37-A
Variable(1)
$1,929,688.00
I-38-A
Variable(1)
$2,136,022.50
I-39-A
Variable(1)
$2,068,050.50
I-40-A
Variable(1)
$2,004,585.50
I-41-A
Variable(1)
$1,942,609.50
I-42-A
Variable(1)
$1,881,936.50
I-43-A
Variable(1)
$1,822,448.50
I-44-A
Variable(1)
$1,764,216.00
I-45-A
Variable(1)
$1,707,430.50
I-46-A
Variable(1)
$1,651,516.50
I-47-A
Variable(1)
$1,592,815.50
I-48-A
Variable(1)
$1,530,631.50
I-49-A
Variable(1)
$1,480,132.50
I-50-A
Variable(1)
$1,430,812.00
I-51-A
Variable(1)
$1,382,609.00
I-52-A
Variable(1)
$1,335,228.00
I-53-A
Variable(1)
$1,290,799.50
I-54-A
Variable(1)
$1,249,779.50
I-55-A
Variable(1)
$1,216,306.50
I-56-A
Variable(1)
$1,182,467.50
I-57-A
Variable(1)
$1,148,402.50
I-58-A
Variable(1)
$1,101,741.00
I-59-A
Variable(1)
$22,855,295.50
I-1-B
Variable(1)
$4,662,780.50
I-2-B
Variable(1)
$4,602,074.00
I-3-B
Variable(1)
$4,540,633.50
I-4-B
Variable(1)
$4,477,855.00
I-5-B
Variable(1)
$4,413,539.50
I-6-B
Variable(1)
$4,348,000.50
I-7-B
Variable(1)
$4,281,942.50
I-8-B
Variable(1)
$4,214,959.00
I-9-B
Variable(1)
$4,146,664.50
I-10-B
Variable(1)
$4,077,436.50
I-11-B
Variable(1)
$4,007,896.50
I-12-B
Variable(1)
$3,937,706.00
I-13-B
Variable(1)
$3,884,191.00
I-14-B
Variable(1)
$3,819,367.50
I-15-B
Variable(1)
$3,754,262.00
I-16-B
Variable(1)
$3,688,571.00
I-17-B
Variable(1)
$3,622,105.50
I-18-B
Variable(1)
$3,555,005.00
I-19-B
Variable(1)
$3,487,856.00
I-20-B
Variable(1)
$3,420,134.50
I-21-B
Variable(1)
$3,352,085.50
I-22-B
Variable(1)
$3,284,184.00
I-23-B
Variable(1)
$3,216,067.50
I-24-B
Variable(1)
$3,146,343.50
I-25-B
Variable(1)
$3,073,734.50
I-26-B
Variable(1)
$3,000,620.00
I-27-B
Variable(1)
$2,927,939.50
I-28-B
Variable(1)
$2,855,518.50
I-29-B
Variable(1)
$2,783,857.50
I-30-B
Variable(1)
$2,713,634.50
I-31-B
Variable(1)
$2,643,924.50
I-32-B
Variable(1)
$2,574,608.00
I-33-B
Variable(1)
$2,505,515.50
I-34-B
Variable(1)
$2,433,832.00
I-35-B
Variable(1)
$2,356,513.00
I-36-B
Variable(1)
$2,280,617.00
I-37-B
Variable(1)
$1,929,688.00
I-38-B
Variable(1)
$2,136,022.50
I-39-B
Variable(1)
$2,068,050.50
I-40-B
Variable(1)
$2,004,585.50
I-41-B
Variable(1)
$1,942,609.50
I-42-B
Variable(1)
$1,881,936.50
I-43-B
Variable(1)
$1,822,448.50
I-44-B
Variable(1)
$1,764,216.00
I-45-B
Variable(1)
$1,707,430.50
I-46-B
Variable(1)
$1,651,516.50
I-47-B
Variable(1)
$1,592,815.50
I-48-B
Variable(1)
$1,530,631.50
I-49-B
Variable(1)
$1,480,132.50
I-50-B
Variable(1)
$1,430,812.00
I-51-B
Variable(1)
$1,382,609.00
I-52-B
Variable(1)
$1,335,228.00
I-53-B
Variable(1)
$1,290,799.50
I-54-B
Variable(1)
$1,249,779.50
I-55-B
Variable(1)
$1,216,306.50
I-56-B
Variable(1)
$1,182,467.50
I-57-B
Variable(1)
$1,148,402.50
I-58-B
Variable(1)
$1,101,741.00
I-59-B
Variable(1)
$22,855,295.50
A-I
Variable(1)
$4,103,002.41
_______________
(1)
Calculated
as
provided in the
definition
of
Uncertificated
REMIC I
Pass-Through Rate.
REMIC II
As provided
herein,
the REMIC
Administrator
will make an election to
treat
the
segregated
pool
of
assets
consisting
of the
REMIC I
Regular
Interests
as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated
as
"REMIC II."
Component II of the Class
R-1
Certificates
will
represent the sole Class of
"residual
interests" in
REMIC II for purposes of the REMIC
Provisions
under federal
income tax law.
Component II of the Class R-1
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth
the designation,
remittance rate (the "Uncertificated
REMIC II
Pass-Through
Rate") and initial
Uncertificated
Principal Balance for each of the "regular
interests"
in
REMIC II
(the
"REMIC II
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular
Interest shall be the Maturity Date.
None of the REMIC II
Regular
Interests
will be certificated.
Initial
Uncertificated
Uncertificated
REMIC II
REMIC II
Designation
Pass-Through Rate
Principal Balance
LT1
Variable(1)
$371,547,956.41
LT2
Variable(1)
$14,275.60
LT3
Variable(1)
$22,885.20
LT4
Variable(1)
$22,885.20
LT-IO
Variable(1)
(2)
____________
(1)
Calculated
as provided in the
definition
of
Uncertificated
REMIC II
Pass-Through Rate.
(2)
REMIC
II
Regular
Interest
LT-IO
will
not
have
an
Uncertificated
Principal
Balance
but
will
accrue
interest
on
its
uncertificated
notional
amount
calculated
in
accordance
with
the
definition
of
"Uncertificated Notional Amount" herein.
REMIC III
As
provided
herein,
the REMIC
Administrator
will elect to treat the
segregated pool of assets
consisting of the REMIC II
Regular
Interests as a
REMIC for federal
income tax
purposes,
and such
segregated
pool of assets
will be designated as REMIC III.
Component III of the Class R-1
Certificates
will
represent
the sole
Class of
"residual
interests"
in
REMIC III
for
purposes of the REMIC Provisions
under federal income tax law.
Component III
of the Class R-1
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The
following
table
irrevocably
sets
forth
the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
Maturity
Date,
initial
ratings
and
minimum
denominations
for
each
Class of
Certificates
that
evidence
"regular
interests" in REMIC III and REMIC III Regular
Interests
SB-IO,
SB-PO and IO
(the
"REMIC III
Regular
Interests").
The "latest
possible
maturity date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for each REMIC III
Regular
Interest
shall be the Maturity Date. REMIC III Regular
Interests
SB-IO,
SB-PO and IO
will not be certificated.
Aggregate
Initial
Certificate
Pass-Through
Principal
Maturity
Moody's /
Minimum
Designation
Type
Rate
Balance
Features
Date
S&P
Denominations
Super Senior
Adjustable
/Adjustable Rate
October 25,
Class A-1
Regular(1)
Rate(2)(3) $314,545,000.00
2036
Aaa / AAA
$100,000.00
Senior Support /
Regular(1)
Adjustable
Adjustable Rate
October 25,
Aaa / AAA
$100,000.00
Class A-2
Rate(2)(3) $34,950,000.00
2036
Class M-1
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
Aa2 / AA+
$100,000.00
Rate(2)(3)
$8,920,000.00
Rate
2036
Class M-2
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
A2 / AA
$100,000.00
Rate(2)(3)
$3,905,000.00
Rate
2036
Class M-3
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
Baa1 / A
$250,000.00
Rate(2)(3)
$2,600,000.00
Rate
2036
Class M-4
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
Baa2 / A-
$250,000.00
Rate(2)(3)
$1,300,000.00
Rate
2036
Class M-5
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
Baa3/BBB+
$250,000.00
Rate(2)(3)
$1,300,000.00
Rate
2036
Class M-6
Regular(1)
Adjustable
Mezzanine/Adjustable
October 25,
Ba1 / BBB
$250,000.00
Rate(2)(3)
$1,673,000.00
Rate
2036
SB-IO
Regular (4)
(4)
N/A
Subordinate/Interest
October 25,
N/R
N/A
Only
2036
SB-PO
Regular (5)
N/A
$2,415,002.41
Subordinate/Principal
October 25,
N/R
N/A
Only
2036
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
(1)
This Class of Certificates
represents
ownership of a REMIC III Regular
Interest
together with (i) certain rights to payments to be made from
amounts
received
under
the Swap
Agreement
which
will be deemed
made for
federal
income
tax
purposes
outside
of REMIC III by the
holders
of the
Class SB
Certificates
as the
owners of the Swap
Agreement,
(ii)
certain
rights to
payments
to be
made
from
amounts
received
under
the
Yield
Maintenance
Agreement
or from the Yield
Maintenance
Reserve
Fund
which will be deemed
made for
federal
income
tax
purposes
outside
of REMIC
III and
(iii) an
obligation to pay the Class IO
Distribution
Amount.
Any amount
distributed
on this
Class of
Certificates
on any
Distribution
Date in
excess
of the
amount
distributable
on the
related
REMIC
III
Regular
Interest
on such
Distribution
Date shall be treated for federal
income tax purposes as having
been paid from the
Supplemental
Interest
Trust
Account or
pursuant to the
Yield
Maintenance
Agreement or from the Yield
Maintenance
Reserve Fund, as
applicable,
and any amount
distributable
on such REMIC III Regular Interest
on such Distribution Date in excess of the amount
distributable on such Class
of
Certificates
on such
Distribution
Date shall be treated as having
been
paid to the
Supplemental
Interest
Trust
Account,
all
pursuant
to and as
further provided in Section 4.09 hereof.
(2)
The Class A Certificates and Class M Certificates,
will accrue interest
at a per annum
rate
equal to the
lesser of
(i) LIBOR
plus the
applicable
Margin and (ii) the Net WAC Cap Rate (but not more than 11.00% per
annum).
(3)
The Class A
Certificates
and Class M
Certificates
will also
entitle
their
holders to receive
certain
payments
from the holders of the Class SB
Certificates
from
amounts
to which
the
REMIC III
Regular
Interests
are
entitled
and from
amounts
received
under
the Swap
Agreement,
the
Yield
Maintenance
Agreement and the Yield Maintenance
Reserve Fund, which will not
be a part of their ownership of the REMIC III Regular Interests.
(4)
REMIC
III
Regular
Interest
SB-IO
shall
have
no
entitlement
to
principal,
and shall be entitled to
distributions of interest subject to the
terms and
conditions
hereof,
in an aggregate
amount equal to the aggregate
interest
distributable with respect to the Class SB Certificates
pursuant to
the terms and conditions hereof.
(5)
REMIC III
Regular Interest SB-PO shall have no entitlement to interest,
and shall be entitled to distributions
of principal
subject to the terms and
conditions
hereof,
in
aggregate
amount
equal
to
the
initial
Overcollateralization Amount pursuant to the terms and conditions
hereof.
(6)
For federal income tax purposes,
REMIC III Regular Interest IO will not
have a Pass
Through
Rate,
but
will be
entitled
to
100%
of the
amounts
distributed on REMIC II Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not
have an
Uncertificated
Principal
Balance,
but will have a notional
amount
equal to the
Uncertificated
Notional
Amount
of REMIC II
Regular
Interest
LT-IO.
REMIC IV
As provided herein, the REMIC
Administrator will make an election
to treat
the
segregated
pool of
assets
consisting
of REMIC
III
Regular
Interests SB-IO, SB-PO and IO as a REMIC for federal income tax
purposes,
and
such
segregated
pool of assets will be designated as REMIC IV. The Class R-X
Certificates
will represent the sole Class of
"residual
interests" in REMIC
IV for
purposes of the REMIC
Provisions
under
federal
income tax law. The
Class R-X Certificates will not bear interest or have a Certificate
Principal
Balance.
The
following
table
irrevocably
sets
forth
the
designation,
Pass-Through Rate,
aggregate Initial Certificate
Principal Balance,
certain
features and Maturity Date for the Class SB
Certificates
which represent the
two "regular
interests" in REMIC IV designated
REMIC IV Regular
Interest SB
and REMIC IV
Regular
Interest
IO (the
"REMIC IV Regular
Interests").
The
"latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for the
REMIC
IV
Regular
Interests shall be the Maturity Date.
Aggregate
Initial
Pass-
Certificate
Through
Principal
Maturity
Designation Type
Rate
Balance
Features
Date
Class
Regular
(1)
$2,415,002.41 Subordinate
October
SB(1))
(1)
25, 2036
------------------------------------------------------------------------------
(1)
The Class SB
Certificates
will
accrue
interest as
described
in the
definition of Accrued Certificate Interest.
REMIC
IV
Regular
Interest
IO will be held as an
asset
of the
Supplemental
Interest
Trust Account
established
by the Trustee and will be
treated for federal
income tax
purposes as owned by the holders of the Class
SB Certificates.
REMIC IV Regular
Interest SB will not have a
Pass-Through
Rate,
but will be entitled to 100% of all amounts
distributed or deemed distributed
on REMIC III Regular
Interests SB-IO and SB-PO.
REMIC IV Regular Interest IO
will
not
have a
Pass-Through
Rate,
but
will be
entitled
to 100% of all
amounts
distributed or deemed
distributed on REMIC III Regular
Interest IO.
The rights of the holders of the Class SB
Certificates
to payments under the
Swap Agreement and SB-AM Swap Agreement
shall be outside and apart from their
rights with respect to the REMIC IV Regular Interests.
The Mortgage
Loans have an aggregate
Cut-off
Date
Principal
Balance
equal to
$371,608,002.41.
The
Mortgage
Loans
are
hybrid
adjustable-rate
mortgage
loans having terms to maturity at
origination
or
modification
of
generally not more than 30 years.
In
consideration
of
the
mutual
agreements
herein
contained,
the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever
used in this
Agreement,
the
following
words
and
phrases,
unless the context otherwise
requires,
shall have the meanings
specified in
this Article.
Accrued
Certificate
Interest:
With respect to each
Distribution Date
and each Class of
Class A
Certificates
and Class M
Certificates,
interest
accrued
during
the
related
Interest
Accrual
Period
on
the
Certificate
Principal
Balance thereof
immediately prior to such Distribution Date at the
Pass-Through Rate for that Distribution Date.
The amount of Accrued
Certificate
Interest on each Class of
Class A-2
Certificates
and
Class M
Certificates
shall be
reduced
by the
amount of
Prepayment
Interest
Shortfalls
on
the
Mortgage
Loans
during
the
prior
calendar month to the extent not covered by Compensating
Interest pursuant to
Section 3.16
and by Relief Act
Shortfalls
on the Mortgage
Loans during the
related Due Period.
All such
reductions
with respect to the Mortgage
Loans
will be allocated
among the Class A-2
Certificates
and Class M Certificates
in proportion to the amount of Accrued
Certificate
Interest
payable on such
Certificates on such Distribution Date absent such reductions.
Accrued
Certificate
Interest
with
respect
to any
Class
of Class M
Certificates
for any
Distribution
Date
shall
further
be
reduced
by the
interest
portion
of
Realized
Losses
allocated
to any
Class of
Class
M
Certificates pursuant to Section 4.05.
Accrued
Certificate
Interest with respect to the Class A
Certificates
and Class M
Certificates
shall accrue on the basis of a 360-day year and the
actual number of days in the related Interest Accrual Period.
With respect to each
Distribution
Date and the Class SB
Certificates,
interest
accrued during the preceding
Interest Accrual Period at the related
Pass-Through
Rate on the Notional
Amount as specified in the
definition
of
Pass-Through
Rate,
immediately prior to such Distribution
Date,
reduced by
any
interest
shortfalls
with
respect
to
the
Mortgage
Loans,
including
Prepayment
Interest
Shortfalls
to the
extent not
covered by
Compensating
Interest
pursuant
to
Section 3.16
or
by
Excess
Cash
Flow
pursuant
to
Section 4.02(c)(iii)
and (iv). Accrued
Certificate
Interest on the Class SB
Certificates
shall
accrue
on the
basis of a
360-day
year and the
actual
number of days in the related Interest Accrual Period.
Adjustment
Date:
With
respect to each
Mortgage
Loan,
each date set
forth in the related
Mortgage
Note on which an
adjustment
to the
interest
rate on such Mortgage Loan becomes effective.
Affected Party:
As defined in the Swap Agreement.
Available
Distribution
Amount: As to any Distribution
Date, an amount
equal
to (a) the sum of (i) the
amount
relating
to the
Mortgage
Loans on
deposit
in
the
Custodial
Account
as of
the
close
of
business
on
the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts deposited in the Custodial Account in connection with
the substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of
any Advance made on the
immediately
preceding
Certificate
Account
Deposit
Date,
(iii) any amount
deposited in the
Certificate
Account on the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount
deposited in the
Certificate
Account
pursuant to
Section 4.07 or Section 9.01,
(v) any amount that the Master
Servicer is not
permitted to withdraw from the Custodial
Account or the
Certificate
Account
pursuant to Section 3.16(e),
(vi) any amount received by the Trustee pursuant
to the
Surety
Bond
in
respect
of such
Distribution
Date
and
(vii) the
proceeds of any Pledged
Assets
received by the Master
Servicer,
reduced by
(b)
the
sum
as of the
close
of
business
on
the
immediately
preceding
Determination
Date
of
(v)
any
payments
or
collections
consisting
of
Prepayment
Charges
on the
Mortgage
Loans
that were
received
during
the
related Prepayment Period; (w) aggregate
Foreclosure
Profits, (x) the Amount
Held for Future
Distribution,
(y) amounts
permitted
to be withdrawn by the
Master
Servicer from the Custodial
Account in respect of the Mortgage
Loans
pursuant to clauses (ii)-(x),
inclusive,
of Section 3.10(a), and (z) any Net
Swap
Payments
required
to
be
made
to
the
Swap
Counterparty
and
Swap
Termination
Payments not due to a Swap
Counterparty
Trigger
Event for such
Distribution Date.
Basis
Risk
Shortfall:
With
respect
to
each
Class of
the
Class A
Certificates and Class M Certificates,
and any Distribution Date, (A) the sum
of (a) with respect to any Distribution
Date on which the Net WAC Cap Rate is
used to determine the Pass-Through
Rate of such Class, an amount equal to the
excess of (x) Accrued
Certificate Interest for such Class calculated at a per
annum rate equal to LIBOR plus the related Margin for such
Distribution
Date
(but not more than 11.00% per annum),
over (y) Accrued
Certificate
Interest
for such
Class calculated
using the Net WAC Cap Rate, (b) any shortfalls for
such
Class calculated
pursuant
to clause
(a) above
remaining
unpaid from
prior
Distribution
Dates,
and (c) interest on the amount in clause (b) from
the
Distribution
Date on which such amount was
incurred at a per annum rate
equal to the related Pass-Through Rate.
Book-Entry Certificate:
The Class A and Class M Certificates.
Certificate:
Any Class A, Class M, Class SB or Class R Certificate.
Certificate
Account:
The
separate
account or
accounts
created
and
maintained
pursuant to Section
4.01 of the
Standard
Terms,
which shall be
entitled "DEUTSCHE BANK TRUST COMPANY AMERICAS,
as trustee,
in trust for the
registered holders of Residential Accredit Loans, Inc., Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
2006-QA9"
and which must be an
Eligible
Account.
Certificate
Principal Balance:
With respect to any Class A Certificate
or Class M Certificate,
on any date of determination,
an amount equal to (i)
the Initial Certificate
Principal Balance of such Certificate as specified on
the face
thereof
minus
(ii)
the sum of (x) the
aggregate
of all
amounts
previously
distributed
with respect to such
Certificate (or any predecessor
Certificate) and applied to reduce the Certificate
Principal
Balance thereof
pursuant
to
Section
4.02(c)
and (y) in the
case of any
Class
of Class M
Certificates,
the
aggregate
of
all
reductions
in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses which were
previously
allocated to such
Certificate
(or any
predecessor
Certificate)
pursuant to Section
4.05;
provided,
that with
respect to any
Distribution
Date, the
Certificate
Principal
Balance of the Class A-2
Certificates
and
Class M Certificates
will be increased,
in each case to the extent
Realized
Losses
were
previously
allocated
thereto and remain
unreimbursed,
in the
following
order of priority:
first to the Class A-2
Certificates,
and then
to the Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6
Certificates,
in that order, but only to the extent of Subsequent
Recoveries
received during the preceding calendar month.
Certificate Policy:
None.
Class
A
Certificate:
Any
one
of
the
Class
A-1
or
Class
A-2
Certificates
executed
by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit
A,
senior
to the Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses
as
set
forth
in
Section
4.05,
and
evidencing
(i)
an
interest
designated
as a "regular
interest"
in REMIC III for
purposes
of the REMIC
Provisions,
(ii) the right to
receive
payments
under
the Swap
Agreement,
SB-AM
Swap
Agreement
and Yield
Maintenance
Agreement,
(iii) the right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation
to pay the Class IO
Distribution Amount.
Class
A
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
Principal
Distribution
Amount for that Distribution Date or (ii) on or after
the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution
Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess,
if any, of (A) the
aggregate
Certificate
Principal
Balance of the Class A Certificates
immediately prior to that Distribution
Date
over
(B)
the
lesser
of (x)
the
product
of (1)
the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class
A-1
Certificate:
The Class A-1
Certificates,
executed
by the
Trustee and
authenticated by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A.
Class A-1 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
0.180%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 0.360%
per annum.
Class
A-2
Certificate:
The Class A-2
Certificates,
executed
by the
Trustee and
authenticated by the Certificate
Registrar
substantially in the
form annexed to the Standard Terms as Exhibit A.
Class A-2 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
0.220%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 0.440%
per annum.
Class A-P Certificates:
None.
Class B Certificates:
None.
Class M
Certificates:
Collectively,
the Class M-1,
Class M-2,
Class
M-3, Class M-4, Class M-5 and Class M-6 Certificates.
Class M-1 Certificate:
Any one of the Class M-1
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
M-2,
Class
M-3,
Class
M-4,
Class
M-5,
Class
M-6,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses
as
set
forth
in
Section
4.05,
and
evidencing
(i)
an
interest
designated
as a "regular
interest"
in REMIC III for
purposes
of the REMIC
Provisions,
(ii) the right to
receive
payments
under
the Swap
Agreement,
SB-AM
Swap
Agreement
and Yield
Maintenance
Agreement,
(iii) the right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation
to pay the Class IO
Distribution Amount.
Class M-1 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
0.320%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 0.480%
per annum.
Class
M-1
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution of the Class A Principal
Distribution Amount or (ii) on or after
the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution
Date, the lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date after distribution of the Class A Principal Distribution
Amount; and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates (after taking into
account
the
payment of the Class A
Principal
Distribution
Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-1
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable
Subordination Percentage and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess, if
any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the
Overcollateralization Floor.
Class M-2 Certificate:
Any one of the Class M-2
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
M-3, Class M-4,
Class M-5, Class M-6, Class SB and Class R Certificates
with
respect to
distributions
and the allocation of Realized
Losses as set forth
in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest"
in REMIC III for purposes of the REMIC
Provisions,
(ii) the right
to receive
payments under the Swap Agreement,
SB-AM Swap Agreement and Yield
Maintenance
Agreement,
(iii) the right to receive Basis Risk
Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-2 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
0.410%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 0.615%
per annum.
Class
M-2
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the
Class A
Principal
Distribution
Amount
and
Class M-1
Principal
Distribution
Amount
or (ii) on or after
the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date after distribution of the Class A Principal
Distribution
Amount and the
Class M-1 Principal Distribution Amount; and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
and
Class M-1
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount and the Class M-1
Principal
Distribution Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-2
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable
Subordination Percentage and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess, if
any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the
Overcollateralization Floor.
Class M-3 Certificate:
Any one of the Class M-3
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
M-4,
Class M-5,
Class M-6,
Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set
forth
in
Section
4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC III for purposes of the REMIC
Provisions,
(ii)
the right to receive
payments under the Swap Agreement,
SB-AM Swap Agreement
and
Yield
Maintenance
Agreement,
(iii)
the right to
receive
Basis
Risk
Shortfalls and (iv) an obligation to pay the Class IO Distribution
Amount.
Class M-3 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
0.900%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 1.350%
per annum.
Class
M-3
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution Amount and Class M-2 Principal
Distribution Amount or
(ii) on or after the
Stepdown
Date if a Trigger
Event is not in effect
for
that Distribution Date, the lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date
after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount and Class M-2 Principal
Distribution
Amount; and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1
and
Class M-2
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount and the
Class M-2
Principal
Distribution
Amount
for that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance
of
the
Class M-3
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of (x) the
product of (1) the applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if
any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the
Overcollateralization Floor.
Class M-4 Certificate:
Any one of the Class M-4
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
M-5, Class M-6, Class SB
Certificates
and Class R Certificates
with respect
to
distributions
and the
allocation
of
Realized
Losses
as set
forth in
Section
4.05,
and
evidencing
(i)
an
interest
designated
as a
"regular
interest"
in REMIC III for purposes of the REMIC
Provisions,
(ii) the right
to receive
payments under the Swap Agreement,
SB-AM Swap Agreement and Yield
Maintenance
Agreement,
(iii) the right to receive Basis Risk
Shortfalls and
(iv) an obligation to pay the Class IO Distribution Amount.
Class M-4 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
1.100%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 1.650%
per annum.
Class
M-4
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount and
Class M-3 Principal
Distribution Amount or (ii) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date
after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1 Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount and Class M-3 Principal Distribution Amount; and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1,
Class M-2
and
Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the
Class M-2
Principal
Distribution
Amount
and the
Class M-3
Principal
Distribution
Amount
for that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance of the
Class M-4
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser
of
(x) the
product
of
(1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made
on that
Distribution Date and (y) the excess, if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5 Certificate:
Any one of the Class M-5
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
M-6,
Class
SB
Certificates
and
Class
R
Certificates
with
respect
to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in
REMIC III for
purposes
of the REMIC
Provisions,
(ii) the right to
receive
payments under the Swap Agreement,
SB-AM Swap Agreement and Yield Maintenance
Agreement,
(iii) the
right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-5 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
1.900%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 2.850%
per annum.
Class
M-5
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal
Distribution
Amount or (ii) on or after
the
Stepdown
Date if a
Trigger
Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date
after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount,
Class M-3
Principal
Distribution
Amount
and
Class M-4
Principal
Distribution Amount; and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate Principal Balance of the Class A, Class M-1,
Class M-2, Class M-3
and
Class M-4
Certificates
(after
taking
into
account the payment of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4
Principal
Distribution Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-5
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable
Subordination Percentage and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess, if
any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the
Overcollateralization Floor.
Class M-6 Certificate:
Any one of the Class M-6
Certificates
executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed to the
Standard
Terms as Exhibit B, senior to the Class
SB Certificates
and Class R Certificates
with respect to
distributions
and
the
allocation
of
Realized
Losses
as
set
forth
in
Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III
for
purposes
of the REMIC
Provisions,
(ii) the right to
receive
payments
under
the
Swap
Agreement,
SB-AM
Swap
Agreement
and
Yield
Maintenance
Agreement,
(iii) the
right to
receive
Basis
Risk
Shortfalls
and (iv) an
obligation to pay the Class IO Distribution Amount.
Class M-6 Margin:
With
respect to any
Distribution
Date prior to the
second
Distribution Date after the first possible Optional
Termination Date,
2.000%
per
annum,
and on any
Distribution
Date
on or
after
the
second
Distribution Date after the first possible
Optional
Termination Date, 3.000%
per annum.
Class
M-6
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown
Date or on or after the Stepdown
Date
if a
Trigger
Event
is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount and
Class M-5
Principal
Distribution
Amount or (ii) on or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution
Date,
the lesser of:
(i)
the remaining Principal
Distribution Amount for that Distribution
Date
after
distribution
of
the
Class A
Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution Amount and Class M-5 Principal Distribution Amount;
and
(ii)
the
excess,
if
any,
of
(A) the
sum
of
(1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
and Class M-5
Certificates
(after taking into account
the
payment of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount,
the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution Amount and the Class M-5
Principal
Distribution Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-6
Certificates
immediately
prior to that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable
Subordination Percentage and (2) the
aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect
to distributions to be made on that
Distribution
Date and (y) the excess, if
any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the
Overcollateralization Floor.
Class
R
Certificate:
Any
one
of
the
Class
R-1
or
Class
R-X
Certificates.
Class R-1 Certificate:
Any one of the Class R-1
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
ownership
of
interests
designated
as
"residual
interests"
in
REMIC I,
REMIC II and REMIC III for purposes of the REMIC
Provisions.
Component I
of
the
Class R-1
Certificates
is
designated
as the sole
class of
"residual
interest"
in
REMIC I,
Component II
of
the
Class
R-1
Certificates
is
designated
as
the
sole
class
of
"residual
interest"
in
REMIC II
and
Component III
of the Class R-1
Certificates
is designated as the sole class
of "residual interest" in REMIC III.
Class R-X
Certificate:
Any one of the Class R-X
Certificates executed
by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the
form
annexed
to the
Standard
Terms
as
Exhibit D
and
evidencing
ownership of an interest
designated as a "residual
interest" in REMIC IV for
purposes of the REMIC Provisions.
Class SB Certificate:
Any one of the Class SB Certificates
executed by
the Trustee and
authenticated by the Certificate
Registrar
substantially in
the form annexed to the Standard
Terms as Exhibit
C-II,
subordinate
to the
Class A Certificates
and Class M Certificates
with respect to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section
4.05,
and
evidencing
ownership
of the REMIC IV Regular
Interests
for purposes of the
REMIC
Provisions,
together
with certain
rights to payments
under the Swap
Agreement for purposes of the REMIC
Provisions and certain
obligations
with
respect to payments of Basis Risk Shortfalls.
Closing Date:
October 30 2006.
Corporate
Trust Office:
The
principal
office of the Trustee at which
at any
particular
time its
corporate
trust
business
with respect to this
Agreement shall be administered,
which office at the date of the execution of
this
instrument
is
located
at 1761
East
St.
Andrew
Place,
Santa
Ana,
California
92705-4934,
Attention:
Residential
Funding
Company,
LLC, RALI
2006-QA9.
Custodial
File: Any mortgage loan document in the Mortgage File that is
required to be delivered to the Trustee or the
Custodian
pursuant to Section
2.01(b) of this Agreement.
Cut-off Date Balance:
$371,608,002.41.
Cut-off Date:
October 30, 2006.
Defaulting Party: As defined in the Swap Agreement.
Definitive Certificate:
Any definitive, fully registered Certificate.
Determination Date:
With respect to any Distribution Date, the second
Business Day prior to each Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each Distribution
Date, the calendar month
in which such Distribution Date occurs.
Early
Termination
Date:
Shall have the
meaning set forth in the Swap
Agreement.
Excess Bankruptcy Loss:
Not applicable.
Excess
Cash Flow:
With
respect to any
Distribution
Date,
an amount
equal to the sum of (A) the excess of (i) the
Available
Distribution
Amount
for that Distribution Date over (ii) the sum of (a) the Interest
Distribution
Amount for that
Distribution
Date and
(b) the
lesser of (1) the
aggregate
Certificate
Principal
Balance
of
Class
A
Certificates
and
Class
M
Certificates
immediately
prior
to
such
Distribution
Date
and
(2) the
Principal
Remittance
Amount
for that
Distribution
Date to the
extent not
applied to pay interest on the Class A
Certificates
and Class M Certificates
on such Distribution Date, (B) the Overcollateralization
Reduction Amount, if
any, for that
Distribution Date and (C) any Net Swap Payments received by the
Supplemental
Interest
Trust
Trustee
under
the
Swap
Agreement
for
that
Distribution
Date and deposited in the
Supplemental
Interest
Trust Account
pursuant to Section 4.09(c).
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date,
the
excess,
if any, of (a) the
Overcollateralization
Amount on such
Distribution Date over (b) the Required Overcollateralization
Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense Fee Rate:
With respect to any
Mortgage
Loan as of any date of
determination,
the sum of the
Servicing
Fee Rate and the rate per
annum at
which the Subservicing Fee accrues.
Gross Margin:
With respect to each Mortgage Loan, the fixed
percentage
set forth in the related
Mortgage
Note and
indicated on the
Mortgage
Loan
Schedule
attached
hereto as the "NOTE MARGIN," which
percentage is added to
the related Index on each
Adjustment
Date to determine
(subject to rounding
in accordance
with the related
Mortgage
Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by
such Mortgage Loan until the next Adjustment Date.
Index:
With respect to any Mortgage Loan and as to any Adjustment
Date
therefor, the related index as stated in the related Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Interest Accrual Period:
(i) With respect to the
Distribution
Date in
November
2006,
the period
commencing
on the Closing Date and ending on the
day
immediately
preceding the
Distribution
Date in November 2006, and with
respect to any
Distribution
Date
after the
Distribution
Date in
November
2006, the period
commencing on the Distribution Date in the month immediately
preceding the month in which such
Distribution
Date occurs and ending on the
day immediately preceding such Distribution Date.
Interest
Distribution
Amount: For any Distribution Date, the aggregate
of the amounts payable pursuant to Section 4.02(c)(i).
Interest Only Certificates:
None.
LIBOR:
With respect to any
Distribution
Date, the arithmetic
mean of
the London
interbank
offered
rate
quotations
for
one-month
U.S.
Dollar
deposits,
expressed
on a per annum
basis,
determined
in
accordance
with
Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a
Saturday
or Sunday or
(ii) a day on which banking
institutions
in London,
England are required or
authorized to by law to be closed.
LIBOR Certificates:
The Class A Certificates and Class M Certificates.
LIBOR Rate
Adjustment
Date:
With respect to each
Distribution
Date,
the second LIBOR Business Day
immediately
preceding the
commencement of the
related Interest Accrual Period.
Liquidation
Proceeds:
As defined in the Standard
Terms but
excluding
Subsequent Recoveries.
Margin: The Class A Margin,
Class M-1 Margin,
Class M-2 Margin,
Class
M-3
Margin,
Class M-4
Margin,
Class M-5
Margin
or Class M-6
Margin,
as
applicable.
Marker
Rate:
With respect to the
Class SB
Certificates
or REMIC III
Regular Interest SB-IO and any Distribution
Date, in relation to the REMIC II
Regular
Interests
LT1,
LT2, LT3, and LT4, a per annum rate equal to two (2)
times the weighted average of the Uncertificated
REMIC II
Pass-Through Rates
for REMIC II Regular Interest LT2 and REMIC II Regular Interest
LT3.
Maturity Date:
October 25, 2036, the Distribution
Date in the month of
the latest scheduled maturity date of any Mortgage Loan.
Maximum
Mortgage
Rate:
As to any
Mortgage
Loan,
the per annum rate
indicated
in
Mortgage
Loan
Schedule
hereto
attached
hereto as the "NOTE
CEILING,"
which rate is the maximum
interest
rate that may be applicable to
such Mortgage Loan at any time during the life of such Mortgage
Loan.
Maximum
Net
Mortgage
Rate:
As to any
Mortgage
Loan and any date of
determination, the Maximum Mortgage Rate minus the Expense Fee
Rate.
Mortgage
Loan
Schedule:
The
list
or
lists
of the
Mortgage
Loans
attached
hereto as Exhibit One ( and as amended
from time to time to reflect
the
addition of Qualified
Substitute
Mortgage
Loans),
which list or lists
shall set forth the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
the maturity of the Mortgage Note ("MATURITY DATE");
(iii) the Mortgage Rate as of origination ("ORIG RATE");
(iv)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi)
the scheduled
monthly payment of principal,
if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P &
I");
(vii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)
the Maximum Mortgage Rate ("NOTE CEILING");
(ix)
the maximum Net Mortgage Rate ("NET CEILING");
(x)
the Note Margin ("NOTE MARGIN");
(xi)
the Note Margin ("NOTE MARGIN");
(xii) the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)
the rounding of the semi-annual or annual
adjustment to the
Mortgage Rate ("NOTE METHOD");
(xiv) the Loan-to-Value Ratio at origination ("LTV");
(xv)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xvi) a
code
"T,"
"BT"
or
"CT"
under
the
column
"LN
FEATURE,"
indicating
that
the
Mortgage
Loan
is
secured
by a
second
or
vacation
residence; and
(xvii)
a code "N" under the column
"OCCP
CODE,"
indicating
that
the Mortgage Loan is secured by a non-owner occupied residence.
Such
schedule
may consist of multiple
reports that
collectively
set
forth all of the information required.
Mortgage
Rate:
With respect to any Mortgage
Loan,
the interest
rate
borne by the related Mortgage Note, or any
modification
thereto other than a
Servicing
Modification.
The Mortgage
Rate on each Mortgage Loan will adjust
on each Adjustment
Date to equal the sum (rounded to the nearest
multiple of
one eighth of one
percent
(0.125%) or up to the
nearest
one-eighth
of one
percent,
which are indicated by a "U" on the Mortgage Loan
Schedule,
except
in the case of the Mortgage
Loans
indicated
by an "X" on the Mortgage
Loan
Schedule under the heading "NOTE METHOD"),
of the related Index plus the Note
Margin, in each case subject to the applicable
Periodic Cap, Maximum Mortgage
Rate and Minimum Mortgage Rate.
Net Mortgage
Rate:
With respect to any Mortgage Loan as of any date of
determination,
a per annum rate equal to the Mortgage
Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate.
Net Swap
Payment:
With
respect
to each
Distribution
Date,
the net
payment
required to be made
pursuant to the terms of the Swap
Agreement
by
either the Swap
Counterparty or the Supplemental
Interest Trust Trustee,
on
behalf of the
Supplemental
Interest Trust,
which net payment shall not take
into account any Swap Termination Payment.
Net WAC Cap Rate:
With
respect to any
Distribution
Date, a per annum
rate equal to (i) the product of (a) the
weighted average of the Net Mortgage
Rates (or, if
applicable,
the Modified
Net Mortgage
Rates) on the Mortgage
Loans using the Net Mortgage
Rates in effect for the Monthly
Payments due on
the
Mortgage
Loans
during the related Due Period,
weighted on the basis of
the respective Stated Principal
Balances thereof for such Distribution
Date,
and (b) a
fraction the numerator of which is 30 and the
denominator of which
is the actual
number of days in the related
Interest
Accrual
Period
minus
(ii) the
product of (a) a fraction
expressed as a percentage,
the numerator
of which is the amount of any Net Swap
Payments or Swap
Termination
Payment
not due to a Swap Counterparty
Trigger Event owed to the Swap Counterparty as
of such
Distribution
Date and the
denominator
of
which
is the
aggregate
Stated
Principal
Balance of the Mortgage Loans for such
Distribution
Date,
and (b) a fraction expressed as percentage,
the numerator of which is 360 and
the denominator of which is the actual number of days in the
related
Interest
Accrual Period.
Note Margin:
With respect to each Mortgage Loan,
the fixed
percentage
set forth in the related
Mortgage Note and indicated in Exhibit One hereto as
the "NOTE MARGIN," which
percentage is added to the Index on each
Adjustment
Date to
determine
(subject
to
rounding
in
accordance
with
the
related
Mortgage
Note,
the Periodic
Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage
Rate) the interest
rate to be borne by such Mortgage Loan until the
next Adjustment Date.
Notional Amount:
With respect to any Distribution Date and the Class SB
Certificates,
the aggregate
Stated
Principal
Balance of the Mortgage Loans
immediately
prior
to
such
Distribution
Date.
For
REMIC
purposes,
with
respect to the Class SB
Certificates
or REMIC III
Regular
Interest
SB-IO,
immediately
prior
to
any
Distribution
Date,
the
aggregate
of
the
Uncertificated Principal Balances of the REMIC II Regular
Interests.
Optional
Termination
Date: Any Distribution Date on or after which the
aggregate
Stated
Principal
Balance (after giving effect to distributions to
be made on such
Distribution
Date) of the Mortgage Loans is less than 10.00%
of the Cut-off Date Balance.
Overcollateralization
Amount:
With respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the
Mortgage Loans before giving effect to
distributions
of principal to be made
on
such
Distribution
Date
over
(b) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
and
Class M
Certificates
immediately
prior to such date.
Overcollateralization
Floor:
An amount
equal to the
product of 0.50%
and the Cut-off Date Balance.
Overcollateralization
Increase
Amount:
With
respect
to
any
Distribution
Date, the lesser of (a) Excess
Cash Flow for that
Distribution
Date (to the
extent
not used to
cover
the
amounts
described
in
clauses
(b)(iv),
(v) and (vi) of the definition of Principal
Distribution
Amount as
of
such
Distribution
Date)
and
(b) the
excess
of
(1) the
Required
Overcollateralization
Amount
for
such
Distribution
Date
over
(2) the
Overcollateralization Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to
any
Distribution Date on which the Excess
Overcollateralization
Amount is, after
taking into account all other
distributions
to be made on such
Distribution
Date, greater than zero, the
Overcollateralization
Reduction Amount shall be
equal to the lesser of (i) the
Excess
Overcollateralization
Amount for that
Distribution
Date
and
(ii) the
Principal
Remittance
Amount
on
such
Distribution Date.
Pass-Through
Rate:
With
respect
to the
Class of Class A and Class M
Certificates
and any
Distribution
Date, a per annum rate equal to the least
of (i)
LIBOR plus the
related
Margin,
(ii) the
Net WAC Cap Rate and (iii)
11.00% per annum.
With respect to the Class SB Certificates or REMIC III Regular
Interest
SB-IO and any
Distribution
Date,
a per annum rate
equal to the
percentage
equivalent
of a fraction,
the
numerator
of which is the sum of the amounts
calculated
pursuant to clauses (i) through (iii) below,
and the
denominator
of
which
is
the
aggregate
principal
balance
of
the
REMIC
II
Regular
Interests.
For purposes of calculating
the
Pass-Through
Rate for the Class
SB
Certificates or REMIC III Regular
Interest SB-IO,
the numerator is equal
to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate
for
REMIC
II
Regular
Interest LT1 minus the Marker Rate,
applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate
for
REMIC
II
Regular
Interest LT2 minus the Marker Rate,
applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II Regular Interest LT2;
and
(iii) the
Uncertificated
Pass-Through
Rate
for
REMIC
II
Regular
Interest LT4 minus twice the Marker Rate,
applied to a notional
amount equal
to the Uncertificated Principal Balance of REMIC II Regular
Interest LT4.
Prepayment
Assumption:
The
prepayment
assumption
to
be
used
for
determining
the accrual of
original
issue
discount
and premium and market
discount on the Certificates for federal income tax purposes,
which assumes a
constant
prepayment rate of 30% per annum of the then
outstanding
principal
balance of the Mortgage Loans.
Prepayment
Charge:
With respect to any Mortgage
Loan,
the charges or
premiums,
if any, received in connection with a full or partial prepayment of
such Mortgage Loan in accordance with the terms thereof.
Prepayment
Charge Loan: Any Mortgage Loan for which a Prepayment Charge
may be assessed and to which such Prepayment
Charge the Class SB Certificates
are entitled, as indicated on the Mortgage Loan Schedule.
Principal
Distribution
Amount:
With respect to any Distribution Date,
the lesser of (a) the excess of (x)
Available
Distribution
Amount
plus for
inclusion
in Excess
Cash Flow for
purposes
of clauses
(b)(v) and
(b)(vi)
below, the amounts
received by the Supplemental
Interest Trust Trustee under
the
Swap
Agreement
for
that
Distribution
Date
over
(y)
the
Interest
Distribution Amount and (b) the sum of:
(i)
the
principal
portion
of
each
Monthly
Payment
received
or
Advanced with respect to the related Due Period on each
Outstanding
Mortgage
Loan;
(ii)
the Stated
Principal
Balance of any
Mortgage
Loan
repurchased
during the related
Prepayment
Period (or deemed to have been so
repurchased
in accordance with Section
3.07(b))
pursuant to Section 2.02,
2.03, 2.04 or
4.07 and the amount of any
shortfall
deposited in the
Custodial
Account in
connection
with the
substitution
of a Deleted
Mortgage
Loan
pursuant
to
Section 2.03 or 2.04 during the prior calendar month;
(iii) the principal portion of all other unscheduled collections,
other
than Subsequent Recoveries,
on the Mortgage Loans received (or deemed to have
been
so
received)
during
the
prior
calendar
month
or,
in the
case of
Principal
Prepayments
in
Full,
during
the
related
Prepayment
Period,
including, without limitation,
Curtailments,
Insurance Proceeds, Liquidation
Proceeds,
REO Proceeds and Principal
Prepayments,
to the extent
applied by
the Master Servicer as recoveries of principal pursuant to Section
3.14;
(iv)
the
lesser of
(1) Subsequent
Recoveries
for such
Distribution
Date and (2) the
principal
portion of any Realized
Losses
allocated to the
Class A-2
Certificates
or the Class M Certificates
on a prior
Distribution
Date and remaining unpaid;
(v)
the lesser of (1) the Excess Cash Flow for such
Distribution Date
(to the extent not used
pursuant to clause
(iv) of this
definition
on such
Distribution
Date) and
(2) the
principal
portion
of any
Realized
Losses
incurred
(or
deemed
to have been
incurred)
on any
Mortgage
Loans in the
calendar
month
preceding
such
Distribution
Date that are allocated to any
Class of Certificates; and
(vi)
the
lesser
of (a) the
Excess
Cash
Flow for such
Distribution
Date,
to the
extent
not
used
pursuant
to
clauses
(iv)
and (v) of this
definition
on
such
Distribution
Date,
and
(b)
the
amount
of
any
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any
Overcollateralization
Reduction Amount for
such Distribution Date and (B) the amount of any Capitalization
Reimbursement
Amount for such Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any
Distribution
Date,
all amounts
described in clauses
(b)(i)
through (iii) of the
definition of
Principal Distribution Amount for that Distribution Date.
Record Date:
With respect to each
Distribution
Date and each Class of
Book
Entry
Certificates,
the
Business
Day
immediately
preceding
such
Distribution
Date.
With
respect to each Class of
Definitive
Certificates,
the close of business
on the last
Business
Day of the month next
preceding
the month in which the related
Distribution
Date occurs,
except in the case
of the first Record Date which shall be the Closing Date.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief
Act
Shortfalls:
Interest
shortfalls
on
the
Mortgage
Loans
resulting from the Relief Act or similar legislation or
regulations.
REMIC I:
The segregated pool of assets
(exclusive of the
Supplemental
Interest Trust Account,
the Swap
Agreement,
the SB-AM Swap
Agreement,
the
Yield
Maintenance
Agreement and the Yield
Maintenance
Reserve Fund),
with
respect to which a REMIC election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all
payments
and
collections
in respect of the
Mortgage
Loans due after the
Cut-off
Date
(other than
Monthly
Payments
due in the
month of the Cut-off Date) as shall be on deposit in the Custodial
Account or
in the Certificate Account and identified as belonging to the Trust
Fund;
(iii) property
which
secured a Mortgage
Loan and which has been
acquired for the benefit of the
Certificateholders
by foreclosure or deed in
lieu of foreclosure;
(iv)
the
hazard
insurance
policies
and
Primary
Insurance
Policies pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I
Available
Distribution
Amount:
The
Available
Distribution
Amount
increased
by the amount of any Net Swap
Payment
described in clause
(b)(z) thereof.
REMIC I Distribution
Amount:
For any
Distribution
Date,
the REMIC I
Available
Distribution
Amount shall be distributed to REMIC II in respect of
the REMIC I
Regular
Interests and the Class R-1
Certificates
in respect of
Component I thereof in the following amounts and priority:
(a)
to
REMIC I
Regular
Interest
A-I
and
REMIC I
Regular
Interest I-1-A
through
I-59-B,
pro
rata,
in
an
amount
equal
to
(A)
Uncertificated
Accrued
Interest for such REMIC I Regular
Interests for such
Distribution
Date, plus (B) any amounts payable in respect thereof
remaining
unpaid from previous Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made
pursuant to clause (a) above,
payments of principal
shall be allocated
as follows:
first, to REMIC I Regular Interests I-1-A through I-59-B starting
with the lowest
numerical
denomination
until the
Uncertificated
Principal
Balance of each such
REMIC I
Regular
Interest is reduced to zero,
provided
that, for REMIC I
Regular
Interests
with the same
numerical
denomination,
such
payments of principal
shall be allocated
pro rata between such REMIC I
Regular
Interests
and
second,
to the
extent of any
Overcollateralization
Reduction
Amount to REMIC I
Regular
Interest
A-I until the
Uncertificated
Principal Balance of such REMIC I Regular Interest is reduced to
zero; and
(c)
any
remaining
amounts
to the
Class R-1
Certificates
in
respect of Component I thereof.
REMIC I
Interests:
The REMIC I
Regular
Interests
and Component I of
the Class R-1 Certificates.
REMIC I
Realized
Losses:
All Realized
Losses on the
Mortgage
Loans
shall be
allocated
first,
on each
Distribution
Date,
to REMIC I
Regular
Interest
A-I until such
REMIC I
Regular
Interest has been reduced to zero.
Second,
Realized Losses shall be allocated to REMIC I Regular
Interest I-1-A
through REMIC I Regular
Interest
I-59-B,
starting with the lowest numerical
denomination
until such
REMIC I
Regular
Interest has been reduced to zero,
provided
that,
for
REMIC I
Regular
Interests
with
the
same
numerical
denomination,
such
Realized
Losses shall be allocated pro rata between such
REMIC I Regular Interests.
REMIC I
Regular
Interest.
Any
of
the
separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder and designated as
a "regular
interest" in REMIC I.
Each REMIC I Regular
Interest shall accrue
interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect
from time to time,
and
shall be
entitled
to
distributions
of
principal,
subject to the terms and conditions
hereof,
in an aggregate
amount equal to
its initial
Uncertificated
Principal Balance as set forth in the Preliminary
Statement
hereto.
The
designations
for
the
respective
REMIC I
Regular
Interests are set forth in the Preliminary Statement hereto.
REMIC I
Regular
Interest
A-I: A regular
interest in REMIC I
that is
held as an asset of REMIC II,
that has an initial
principal balance equal to
the
related
Uncertificated
Principal
Balance,
that bears
interest at the
related
Uncertificated
REMIC I
Pass-Through
Rate,
and that has such other
terms as are described herein.
REMIC II:
The segregated pool of assets subject hereto,
constituting a
portion of the primary trust created hereby and to be administered
hereunder,
with respect to which a separate REMIC
election is to be made,
consisting of
the REMIC I Regular Interests.
REMIC II Available
Distribution
Amount: For any Distribution Date, the
amount
distributed
from
REMIC I to
REMIC II on such
Distribution
Date in
respect of the REMIC I Regular Interests.
REMIC II
Distribution
Amount:
For any Distribution Date, the REMIC II
Available
Distribution Amount shall be distributed to REMIC III in respect of
the REMIC II
Regular
Interests and the Class R-1
Certificates in respect to
of Component II thereof in the following amounts and priority:
(a)
to REMIC II
Regular
Interest
LT-IO, in an amount equal to
(i)
Uncertificated
Accrued
Interest for such REMIC II
Regular Interest for
such
Distribution
Date, plus (ii) any amounts in respect
thereof
remaining
unpaid from previous Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above,
to REMIC II
Regular
Interests
LT1, LT2,
LT3 and LT4, pro rata, in an amount equal to (i) their
Uncertificated
Accrued
Interest for such Distribution
Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts
remaining after the
distributions
made pursuant to clauses (a) and (b) above:
(i)
to REMIC II
Regular
Interests
LT2,
LT3
and LT4, their respective Principal Distribution Amounts;
(ii)
to
REMIC II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated
Principal
Balance
thereof is reduced to zero;
(iii) any
remainder
to
REMIC II
Regular
Interests
LT2,
LT3 and LT4,
pro rata
according
to their
respective
Uncertificated
Principal Balances as reduced by
the distributions
deemed made pursuant to (i) above,
until
their
respective
Uncertificated
Principal
Balances
are
reduced to zero; and
(d)
to the extent of amounts
remaining after the
distributions
made pursuant to clauses (a) through (c) above:
(i)
first,
to
each of the
REMIC II
Regular
Interests,
pro rata according to the amount of unreimbursed
Realized Losses allocable to principal
previously allocated
to
each
such
REMIC II
Regular
Interest,
the
aggregate
amount
of
any
distributions
to
the
Certificates
as
reimbursement
of such Realized Losses on such
Distribution
Date pursuant to clause (vii) in Section 4.02(c);
provided,
however,
that
any
amounts
distributed
pursuant
to this
paragraph
(d)(i)
of
this
definition
of
"REMIC II
Distribution
Amount"
shall
not cause a
reduction
in the
Uncertificated
Principal
Balances
of any of the
REMIC II
Regular Interests; and
(ii)
second,
to the Class R-1
Certificates in
respect of Component II thereof, any remaining amount.
REMIC II
Net WAC Rate:
With
respect to any
Distribution
Date, a per
annum
rate
equal to the
weighted
average
of (x) with
respect
to REMIC I
Regular
Interests
ending with the designation
"B," the weighted
average of
the
Uncertificated
REMIC I
Pass-Through
Rates
for
such
REMIC I
Regular
Interests,
weighted on the basis of the
Uncertificated
Principal Balance of
such REMIC I
Regular
Interests
for each such
Distribution
Date,
(y) with
respect
to
REMIC I
Regular
Interest
A-I,
the
Uncertificated
REMIC I
Pass-Through Rate for such REMIC I Regular
Interest,
and (z) with respect to
REMIC I
Regular
Interests
ending
with
the
designation
"A,"
for
each
Distribution
Date listed
below,
the
weighted
average of the rates
listed
below for each such REMIC I
Regular
Interest
listed below,
weighted on the
basis of the
Uncertificated
Principal
Balance of each such REMIC I
Regular
Interest for each such Distribution Date:
Distribution
REMIC I Regular
Date
Interest
Rate
1
I-1-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
2
I-2-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
25
I-25-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
26
I-26-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
27
I-27-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
28
I-28-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
29
I-29-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
30
I-30-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
31
I-31-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
32
I-32-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
33
I-33-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
34
I-34-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
35
I-35-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
36
I-36-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
37
I-37-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
38
I-38-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
39
I-39-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
40
I-40-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
41
I-41-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
42
I-42-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
43
I-43-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
44
I-44-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
45
I-45-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
46
I-46-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
47
I-47-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
48
I-48-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
49
I-49-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
50
I-50-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
51
I-51-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
52
I-52-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
53
I-53-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-52-A
Uncertificated REMIC I Pass-Through Rate
54
I-54-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
55
I-55-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
56
I-56-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
57
I-57-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
58
I-58-A through I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
59
I-59-A
2 multiplied by Swap LIBOR, subject to a
maximum rate of Uncertificated REMIC I
Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
------------------------------------------------------------------------------
REMIC II
Principal
Reduction
Amounts:
For any Distribution Date, the
amounts by which the
principal
balances of the
REMIC II
Regular
Interests
LT1, LT2, LT3 and LT4,
respectively will be reduced on such Distribution Date
by the
allocation
of
Realized
Losses and the
distribution
of
principal,
determined as follows:
For purposes of the
succeeding
formulas the
following
symbols
shall
have the meanings set forth below:
Y1 =
the principal
balance of the REMIC II
Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 =
the principal
balance of the REMIC II
Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal
balance of the REMIC II
Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the principal
balance of the REMIC II
Regular Interest LT4 after
distributions on the prior Distribution Date (note:
Y3 = Y4).
(DELTA)Y1 = the
REMIC II
Regular
Interest
LT1
Principal
Reduction
Amount.
(DELTA)Y2 = the
REMIC II
Regular
Interest
LT2
Principal
Reduction
Amount.
(DELTA)Y3 = the
REMIC II
Regular
Interest
LT3
Principal
Reduction
Amount.
(DELTA)Y4 = the
REMIC II
Regular
Interest
LT4
Principal
Reduction
Amount.
P0 =
the
aggregate
principal
balance of REMIC II
Regular
Interests
LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of
Realized Losses on the prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular Interests
LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of
Realized Losses to be made on such Distribution Date.
(DELTA)P =
P0 - P1 = the
aggregate of the REMIC II
Regular
Interests
LT1, LT2, LT3 and LT4 Principal Reduction Amounts.
=
the aggregate of the principal
portions of Realized
Losses
to be allocated
to, and the
principal
distributions
to be made
on,
the
Certificates
on
such
Distribution
Date
(including
distributions
of accrued
and
unpaid
interest
on the
Class SB
Certificates for prior Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving
effect to amounts
distributed
and Realized
Losses
allocated on
the prior Distribution Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving
effect to
amounts to be
distributed
and
Realized
Losses to be
allocated on such Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the Closing
Date for use on the first Distribution Date shall be 0.0001.
(gamma)0 =
the lesser of (A) the sum for all
Classes
of
Certificates
other than the Class SB
Certificates and Class IO Certificates of
the product for each
Class of (i) the monthly
interest
rate (as
limited by the
REMIC II
Net WAC Rate,
if
applicable)
for such
Class applicable
for
distributions
to
be
made
on
such
Distribution
Date and (ii) the
aggregate
Certificate
Principal
Balance for such Class after
distributions
and the allocation of
Realized Losses on the prior Distribution Date and (B) R0*P0.
(gamma)1 =
the lesser of (A) the sum for all
Classes
of
Certificates
other than the Class SB
Certificates and Class IO Certificates of
the product for each
Class of (i) the monthly
interest
rate (as
limited by the
REMIC II
Net WAC Rate,
if
applicable)
for such
Class applicable
for
distributions
to
be
made
on
the
next
succeeding
Distribution
Date and (ii) the aggregate
Certificate
Principal
Balance
for
such
Class after
distributions
and the
allocation
of
Realized
Losses
to be made on such
Distribution
Date and (B) R1*P1.
Then, based on the foregoing definitions:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2; and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are
non-negative numbers.
Otherwise:
(1)
If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 -
(DELTA)Y4.
(2)
If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 -
(DELTA)Y4.
REMIC II
Realized
Losses:
Realized Losses on the Mortgage Loans shall
be
allocated
to the
REMIC II
Regular
Interests
as follows.
The interest
portion of Realized
Losses on the Mortgage
Loans, if any, shall be allocated
among REMIC II
Regular
Interests LT1, LT2 and LT4, pro rata according to the
amount of interest
accrued but unpaid
thereon,
in
reduction
thereof.
Any
interest
portion of such
Realized
Losses in excess of the amount
allocated
pursuant to the preceding
sentence shall be treated as a principal portion of
Realized Losses not
attributable to any specific
Mortgage Loan and allocated
pursuant
to the
succeeding
sentences.
The
principal
portion of
Realized
Losses with
respect to
Mortgage
Loans shall be
allocated
to the
REMIC II
Regular
Interests as follows:
first, to REMIC II Regular
Interests LT2, LT3
and LT4, pro-rata according to their respective
REMIC II Principal
Reduction
Amounts to the extent
thereof in
reduction of the
Uncertificated
Principal
Balance of such REMIC II
Regular
Interests and,
second,
the remainder,
if
any, of such principal
portion of such Realized
Losses shall be allocated to
REMIC II
Regular
Interest LT1 in reduction of the
Uncertificated
Principal
Balance thereof.
REMIC II Regular
Interests:
REMIC II
Regular
Interest LT1,
REMIC II
Regular
Interest
LT2,
REMIC II
Regular
Interest
LT3,
REMIC II
Regular
Interest LT4 and REMIC II Regular Interest LT-IO.
REMIC II
Regular
Interest LT1: A regular
interest in REMIC II that is
held as an asset of REMIC III,
that has an initial principal balance equal to
the
related
Uncertificated
Principal
Balance,
that bears
interest at the
related
Uncertificated
REMIC II
Pass-Through
Rate, and that has such other
terms as are described herein.
REMIC II Regular
Interest LT1 Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC II
Regular Interest LT1
Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated to the REMIC II
Regular
Interest LT1 on such
Distribution
Date.
REMIC II
Regular
Interest LT2: A regular
interest in REMIC II that is
held as an asset of REMIC III,
that has an initial principal balance equal to
the
related
Uncertificated
Principal
Balance,
that bears
interest at the
related
Uncertificated
REMIC II
Pass-Through
Rate, and that has such other
terms as are described herein.
REMIC II Regular
Interest LT2 Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC II
Regular Interest LT2
Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated to the REMIC II
Regular
Interest LT2 on such
Distribution
Date.
REMIC II
Regular
Interest LT3: A regular
interest in REMIC II that is
held as an asset of REMIC III,
that has an initial principal balance equal to
the
related
Uncertificated
Principal
Balance,
that bears
interest at the
related
Uncertificated
REMIC II
Pass-Through
Rate, and that has such other
terms as are described herein.
REMIC II Regular
Interest LT3 Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC II
Regular Interest LT3
Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated to the REMIC II
Regular
Interest LT3 on such
Distribution
Date.
REMIC II
Regular
Interest LT4: A regular
interest in REMIC II that is
held as an asset of REMIC III,
that has an initial principal balance equal to
the
related
Uncertificated
Principal
Balance,
that bears
interest at the
related
Uncertificated
REMIC II
Pass-Through
Rate, and that has such other
terms as are described herein.
REMIC II Regular
Interest LT4 Principal
Distribution
Amount:
For any
Distribution
Date, the excess,
if any, of the REMIC II
Regular Interest LT4
Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated to the REMIC II
Regular
Interest LT4 on such
Distribution
Date.
REMIC II
Regular Interest LT-IO: A regular interest in REMIC II that is
held as an asset of REMIC III,
that has no initial
principal
balance,
that
bears interest at the related
Uncertificated
REMIC II
Pass-Through
Rate on
its
Uncertificated
Notional
Amount,
and that has such
other
terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto,
constituting a
portion of the primary trust created hereby and to be administered
hereunder,
with respect to which a separate REMIC
election is to be made,
consisting of
the REMIC II Regular Interests.
REMIC III
Available
Distribution
Amount:
For any Distribution
Date,
the amount
distributed from REMIC II to REMIC III on such
Distribution
Date
in respect of the REMIC II Regular Interests.
REMIC III
Distribution
Amount:
For
any
Distribution
Date,
the
REMIC III
Available
Distribution
Amount shall be deemed
distributed to the
Class A
Certificates
and Class M
Certificates
in respect of the portion of
such
Certificates
representing
ownership
of REMIC III
Regular
Interests,
REMIC
III
Regular
Interests
SB-IO,
SB-PO
and
IO
and
the
Class R-1
Certificates in respect of Component III thereof in the following
amounts and
priority:
(i)
to REMIC IV in
respect
of
REMIC III
Regular
Interest
IO, the
amount
distributable
with
respect to such
REMIC III
Regular
Interest
as
described in the
Preliminary
Statement,
being paid from and in reduction of
the REMIC III Available Distribution Amount for such Distribution
Date;
(ii)
to
the
Class
A
Certificateholders,
the
Accrued
Certificate
Interest
payable
on
the
Class
A
Certificates
with
respect
to
such
Distribution
Date, plus any related
amounts accrued
pursuant to this clause
(i) but remaining
unpaid from any prior
Distribution
Date,
being paid from
and in
reduction
of the
REMIC III
Available
Distribution
Amount for such
Distribution Date;
(iii) to the Class M
Certificateholders,
from the
amount,
if any, of
the
Available
Distribution
Amount
remaining
after
the
foregoing
distributions,
Accrued
Certificate
Interest
payable
on
the
Class
M
Certificates with respect to such Distribution
Date, plus any related amounts
accrued
pursuant
to this
clause
(ii) but
remaining
unpaid from any prior
Distribution Date,
sequentially,
to the Class M-1 Certificateholders,
Class
M-2
Certificateholders,
Class
M-3
Certificateholders,
Class
M-4
Certificateholders,
Class
M-5
Certificateholders
and
Class
M-6
Certificateholders,
in that order,
being paid from and in
reduction
of the
REMIC III Available Distribution Amount for such Distribution Date;
(iv)
the
Principal
Distribution
Amount
shall
be
distributed
as
follows,
to be
applied
to reduce the
principal
balance
of the
REMIC III
Regular
Interest
related to the applicable
Certificates in each case to the
extent of the remaining Principal Distribution Amount:
(A)
first, the
Class A-Principal
Distribution
Amount shall be
distributed
to
the
Class
A-1
Certificateholders
and
Class
A-2
Certificateholders,
on
a
pro
rata
basis
in
accordance
with
their
respective
Certificate
Principal
Balances,
in
each
case
until
the
Certificate Principal Balance thereof has been reduced to zero;
(B)
second, to the Class M-1
Certificateholders,
the Class M-1
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-1 Certificates has been reduced to zero;
(C)
third,
to the Class M-2
Certificateholders,
the Class M-2
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-2 Certificates has been reduced to zero;
(D)
fourth, to the Class M-3
Certificateholders,
the Class M-3
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-3 Certificates has been reduced to zero;
(E)
fifth,
to the Class M-4
Certificateholders,
the Class M-4
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-4 Certificates has been reduced to zero;
(F)
sixth,
to the Class M-5
Certificateholders,
the Class M-5
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-5 Certificates has been reduced to zero;
(G)
seventh, to the Class M-6 Certificateholders,
the Class M-6
Principal
Distribution Amount, until the Certificate Principal Balance of
the Class M-6 Certificates has been reduced to zero; and
(v)
to the Class A Certificateholders
and Class M Certificateholders,
the amount of any Prepayment
Interest
Shortfalls
allocated thereto for such
Distribution
Date,
on
a
pro
rata
basis
based
on
Prepayment
Interest
Shortfalls
allocated
thereto to the extent
not
offset by
Eligible
Master
Servicing Compensation on such Distribution Date;
(vi)
to the Class A Certificateholders
and Class M Certificateholders,
the amount of any Prepayment Interest Shortfalls
previously allocated thereto
remaining unpaid from prior
Distribution Dates together with interest thereon
at the
related
Pass
Through
Rate,
on a pro rata
basis
based
on
unpaid
Prepayment Interest Shortfalls previously allocated thereto;
(vii) to REMIC IV in respect of REMIC III
Regular
Interests
SB-IO and
SB-PO,
(A) from the amount,
if any, of the REMIC III Available
Distribution
Amount
remaining
after the foregoing
distributions,
the sum of (I) Accrued
Certificate
Interest
on the Class SB
Certificates,
(II) the
amount of any
Overcollateralization
Reduction Amount for such
Distribution
Date and (III)
for any
Distribution
Date after the
Certificate
Principal
Balance of each
Class of Class A
Certificates
and Class M
Certificates
has been reduced to
zero,
the
Overcollateralization
Amount and (B) from
prepayment
charges on
deposit in the Certificate
Account,
any prepayment
charges
received on the
Mortgage Loans during the related Prepayment Period; and
(viii)
to the Class R-1
Certificateholders in respect of Component
III thereof,
the balance,
if any, of the
REMIC III
Available
Distribution
Amount.
REMIC III Regular Interest SB-PO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued hereunder and designated as a Regular
Interest
in
REMIC III,
held as an
asset
of REMIC
IV.
REMIC III
Regular
Interest SB-PO shall have no
entitlement
to interest,
and shall be entitled
to distributions of principal
subject to the terms and conditions
hereof, in
aggregate
amount
equal to the
initial
Overcollateralization
Amount as set
forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued hereunder and designated as a Regular
Interest
in
REMIC III,
held as an
asset
of REMIC
IV.
REMIC III
Regular
Interest SB-IO shall have no
entitlement to principal,
and shall be entitled
to distributions of interest
subject to the terms and conditions
hereof,
in
aggregate
amount
equal to the
interest
distributable
with
respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
REMIC III
Regular
Interest
IO: A separate
uncertificated
beneficial
ownership
interest in REMIC III
issued hereunder and designated as a Regular
Interest
in
REMIC III,
held as an
asset
of REMIC
IV.
REMIC III
Regular
Interest IO shall have no entitlement
to principal,
and shall be entitled to
distributions
of
interest
subject to the terms and
conditions
hereof,
in
aggregate amount equal to the interest
distributable with respect to REMIC II
Regular Interest LT-IO.
REMIC III Regular
Interests:
REMIC III Regular Interests SB-IO,
SB-PO
and IO,
together
with the
Class A
Certificates
and
Class M
Certificates
exclusive
of their
respective
rights to receive
the
payment of Basis Risk
Shortfalls and other amounts
pursuant to the Swap
Agreement,
the SB-AM Swap
Agreement and the Yield Maintenance Agreement.
REMIC IV: The segregated pool of assets subject
hereto,
constituting a
portion of the primary trust created hereby and to be administered
hereunder,
with respect to which a separate REMIC
election is to be made,
consisting of
REMIC III Regular Interests SB-IO, SB-PO and IO.
REMIC IV Available
Distribution
Amount: For any Distribution Date, the
amounts deemed
distributed
from
REMIC III to REMIC IV on such
Distribution
Date in respect of REMIC III
Regular
Interests SB-IO,
SB-PO and IO pursuant
to the definition of REMIC III Distribution Amount.
REMIC IV Distribution
Amount:
For any Distribution
Date, the REMIC IV
Available
Distribution
Amount shall be deemed distributed by REMIC IV to the
holders of the Class SB Certificates
on account of REMIC IV Regular
Interest
SB and to the
Supplemental
Interest
Trust
Account
on
account of REMIC IV
Regular Interest IO.
REMIC IV
Regular
Interests.
Either
of
the
separate
beneficial
ownership
interests in REMIC IV issued hereunder and designated as a "regular
interest" in
REMIC IV.
The REMIC IV Regular
Interests
shall be entitled to
distributions
of interest and principal,
subject to the terms and conditions
hereof, as set forth in the Preliminary Statement hereto.
Required
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date (i) prior to the Stepdown Date, an amount equal to 0.65% of
the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
as of the
Cut-off Date;
(ii) on or after the Stepdown Date, the greater of (x) 1.30% of
the
outstanding
aggregate
Stated
Principal
Balance of the Mortgage
Loans
after giving effect to distributions
made on that
Distribution
Date and (y)
the Overcollateralization
Floor; and (iii) on or after the Stepdown Date if a
Trigger Event is in effect, the Required
Overcollateralization Amount for the
immediately
preceding
Distribution
Date;
provided
that
the
Required
Overcollateralization
Amount may be
reduced so long as written
confirmation
is obtained
from each rating
agency that the
reduction
will not reduce the
ratings
assigned to the Class A Certificates and Class M Certificates by
that
rating
agency
below the lower of the
then-current
ratings
or the
ratings
assigned to those certificates as of the closing date by that
rating agency.
Rule 144A:
Rule 144A
under the
Securities
Act of 1933,
as in effect
from time to time.
Rule
144A
Global
Offered
Certificate:
Any
one
of
the
Class
SB
Certificates
substantially
in the
form
annexed
to the
Standard
Terms as
Exhibit C-II, asmore fully described in Section 5.02(g) hereof.
SB-AM Swap
Agreement:
The
interest
rate swap
agreement
between the
Trustee,
on
behalf
of
the
Class
A
Certificateholders
and
Class
M
Certificateholders,
and
the
Trustee,
on
behalf
of
the
Class
SB
Certificateholders,
evidenced by the confirmation
attached hereto as Exhibit
Five and incorporated herein by reference.
Senior Certificate:
Any one of the Class A Certificates.
Senior
Enhancement
Percentage:
With respect to any Distribution Date,
the
percentage
obtained
by
dividing
(x)
the
sum
of (i)
the
aggregate
Certificate
Principal
Balance
of the
Class M
Certificates
and
(ii)
the
Overcollateralization
Amount,
in each case prior to the
distribution of the
Principal
Distribution
Amount
on
such
Distribution
Date,
by
(y)
the
aggregated
Stated Principal Balance of the Mortgage Loans after giving effect
to distributions to be made on that Distribution Date.
Sixty-Plus
Delinquency
Percentage:
With
respect to any
Distribution
Date on or after the Stepdown date, the
arithmetic
average,
for each of the
three consecutive
Distribution
Dates ending with such Distribution
Date, of
the
fraction,
expressed as a percentage,
equal to (x) the aggregate
Stated
Principal
Balance of the Mortgage
Loans that are 60 or more days
delinquent
in payment of principal
and interest for that
Distribution
Date,
including
Mortgage
Loans in
foreclosure,
and REO
Properties
over (y) the
aggregate
Stated Principal
Balance of all of the Mortgage Loans
immediately
preceding
that Distribution Date.
Stated Principal
Balance:
With respect to any Mortgage Loan or related
REO Property, as of any date of determination,
(i) the sum of (a) the Cut-off
Date
Principal
Balance of the Mortgage Loan plus (b) any amount by which the
Stated Principal
Balance of the Mortgage Loan has been increased
pursuant to
a Servicing
Modification,
minus (ii) the sum of (a) the principal portion of
the Monthly
Payments due with respect to such
Mortgage
Loan or REO Property
during each Due Period ending with the Due Period
relating to the most recent
Distribution
Date which were received or with respect to which an Advance was
made, (b) all Principal
Prepayments with respect to such Mortgage Loan or REO
Property,
and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as
recoveries
of principal in
accordance
with
Section 3.14
with
respect
to
such
Mortgage
Loan or REO
Property,
in each case which were distributed pursuant to Section 4.02 on any
previous
Distribution
Date, and (c) any
Realized Loss incurred with respect
to such Mortgage Loan
allocated to
Certificateholders
with respect
thereto
for any previous Distribution Date.
Stepdown
Date:
The
earlier
to
occur
of (i) the
Distribution
Date
immediately
succeeding
the
Distribution
Date
on
which
the
aggregate
Certificate
Principal Balance of the Class A Certificates has been reduced to
zero or (ii) the later to occur of (x) the Distribution
Date in November 2009
and
(y)
the
first
Distribution
Date
on
which
the
Senior
Enhancement
Percentage
(calculated
for this
purpose
only
after
taking
into
account
payments of
principal
on the
Mortgage
Loans due on the related Due Date or
received
during the related
Prepayment
Period but prior to
distribution of
the
Principal
Distribution
Amount
in
respect
of
the
Certificates
then
entitled to distributions of principal on such
Distribution
Date) is greater
than or equal to approximately 11.90%.
Subordination
Percentage:
With
respect
to
each
class
of
Class
A
Certificates and Class M Certificates,
the respective
approximate percentage
set forth in the table below:
Class
Percentage
A
88.10
M-1
92.90
M-2
95.00
M-3
96.40
M-4
97.10
M-5
97.80
M-6
98.70
Supplemental
Interest
Trust
Account:
The
separate
trust
account
created and maintained by the Trustee pursuant to Section 4.09(a).
Supplemental
Interest
Trust:
The separate
trust created and maintain
by the Supplemental
Interest Trust Trustee
pursuant to Section 4.09(a).
The
primary
activities of the
Supplemental
Interest
Trust created
pursuant to
this Agreement shall be:
(i)
holding the Swap Agreement;
(ii)
receiving
collections
or making
payments
with respect to
the Swap Agreement; and
(iii) engaging
in
other
activities
that
are
necessary
or
incidental
to
accomplish
these
limited
purposes,
which
activities
cannot be contrary to the status of the
Supplemental
Interest Trust as
a
qualified
special
purpose
entity
under
existing
accounting
literature.
Supplemental
Interest
Trust
Trustee:
Deutsche
Bank
Trust
Company
Americas, a national banking association,
not in its individual capacity, but
solely in its capacity as trustee of the Supplemental
Interest Trust, and any
successor
thereto,
and
any
corporation
or
national
banking
association
resulting
from or surviving
any
consolidation
or merger to which it or its
successors
may be a party and any successor
trustee as may from time to time
be serving as successor trustee hereunder.
Swap
Agreement:
The
interest
rate swap
agreement
between
the Swap
Counterparty
and the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust,
which agreement
provides for Net Swap Payments
and Swap Termination
Payments to be paid, as provided therein,
together with
any schedules,
confirmations or other agreements
relating thereto,
attached
hereto as Exhibit Four.
Swap
Agreement
Notional
Balance:
As to the Swap
Agreement
and each
Floating
Rate Payer
Payment Date and Fixed Rate Payer
Payment Date (each as
defined in the Swap
Agreement) the amount set forth on Schedule I to the Swap
Agreement
for such
Floating
Rate
Payer
Payment
Date and Fixed Rate Payer
Payment Date.
Swap
Counterparty:
The swap
counterparty
under
the
Swap
Agreement
either (a) entitled to receive payments from the
Supplemental
Interest Trust
Trustee from amounts
payable by the
Supplemental
Interest
Trust under this
Agreement or (b) required to make payments to the Supplemental
Interest Trust
Trustee
for
payment
to the
Supplemental
Interest
Trust,
in either
case
pursuant to the terms of the Swap Agreement,
and any successor in interest or
assign.
Initially,
the Swap
Counterparty
shall be Bear
Stearns
Financial
Products Inc.
Swap
Counterparty
Trigger
Event:
With
respect
to any
Distribution
Date,
(i) an Event of Default under the Swap
Agreement with respect to which
the Swap Counterparty is a Defaulting Party,
(ii) a
Termination Event (other
than
Illegality or Tax
Event)under
the Swap Agreement with respect to which
the Swap
Counterparty
is the sole
Affected
Party,
or (iii) an
additional
termination
event
under the Swap
Agreement
with
respect to which the Swap
Counterparty is the sole Affected Party.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap Termination
Payment:
Upon the occurrence of an Early
Termination
Date,
the payment to be made by the
Supplemental
Interest
Trust Trustee on
behalf
of the
Supplemental
Interest
Trust
to the Swap
Counterparty
from
payments from the Supplemental
Interest Trust, or by the Swap Counterparty to
the
Supplemental
Interest
Trust
Trustee
for
payment to the
Supplemental
Interest Trust, as applicable, pursuant to the terms of the Swap
Agreement.
Trigger
Event:
A
Trigger
Event
is in
effect
with
respect
to any
Distribution
Date on or after the Stepdown Date if either (a) the
Sixty-Plus
Delinquency
Percentage,
as
determined
on that
Distribution
Date
exceeds
34.00% of the Senior Enhancement
Percentage for that Distribution Date or (b)
the aggregate
amount of Realized Losses on the Mortgage Loans as a percentage
of the initial
aggregate
Stated
Principal
Balance as of the
Cut-off
Date
exceeds the applicable amount set forth below:
o
November
2009 to October
2010:
0.20% with
respect to November
2009,
plus an additional 1/12th of 0.35% for each month through October
2010.
o
November
2010 to October
2011:
0.55% with
respect to November
2010,
plus an additional 1/12th of 0.40% for each month through October
2011.
o
November
2011 to October
2012:
0.95% with
respect to November
2011,
plus an additional 1/12th of 0.40% for each month through October
2012.
o
November
2012 to October
2013:
1.35% with
respect to November
2012,
plus an additional 1/12th of 0.25% for each month through October
2013.
o
November 2013 and thereafter: 1.60%.
Uncertificated
Accrued
Interest:
With
respect to any
Uncertificated
REMIC Regular Interest for any Distribution
Date, one month's interest at the
related
Uncertificated
Pass-Through Rate for such Distribution Date, accrued
on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as
applicable,
immediately
prior
to
such
Distribution
Date.
Uncertificated
Accrued Interest for the
Uncertificated
REMIC Regular Interests shall accrue
on the
basis of a
360-day
year
consisting
of twelve
30-day
months.
For
purposes of calculating the amount of Uncertificated
Accrued Interest for the
REMIC I Regular Interests for any Distribution
Date, any Prepayment
Interest
Shortfalls
and
Relief
Act
Shortfalls
(to
the
extent
not
covered
by
Compensating
Interest)
shall be allocated
among REMIC I Regular
Interests,
pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as
calculated without
application of this sentence.
For purposes of calculating
the
amount
of
Uncertificated
Accrued
Interest
for the
REMIC II
Regular
Interests for any Distribution
Date, any Prepayment
Interest
Shortfalls and
Relief Act
Shortfalls
(to the extent not covered by
Compensating
Interest)
shall be allocated among the REMIC II Regular
Interests,
pro rata, based on,
and to the extent of,
Uncertificated
Accrued Interest, as calculated without
application
of this
sentence.
Uncertificated
Interest on REMIC III Regular
Interest
SB-PO shall be zero.
Uncertificated
Accrued
Interest on REMIC III
Regular
Interest
SB-IO
for
each
Distribution
Date
shall
equal
Accrued
Certificate Interest for the Class SB Certificates.
Uncertificated
Notional
Amount:
With
respect
to
the
Class SB
Certificates
or REMIC III Regular
Interest SB-IO,
immediately
prior to any
Distribution Date, the aggregate of the
Uncertificated
Principal Balances of
the REMIC II Regular Interests.
With respect to REMIC II Regular
Interest
LT-IO and each
Distribution
Date listed
below,
the
aggregate
Uncertificated
Principal
Balance of the
REMIC I Regular Interests ending with the designation "A" listed
below:
Distribution
Date
REMIC I Regular Interests
1
I-1-A through I-59-A
2
I-2-A through I-59-A
3
I-3-A through I-59-A
4
I-4-A through I-59-A
5
I-5-A through I-59-A
6
I-6-A through I-59-A
7
I-7-A through I-59-A
8
I-8-A through I-59-A
9
I-9-A through I-59-A
10
I-10-A through I-59-A
11
I-11-A through I-59-A
12
I-12-A through I-59-A
13
I-13-A through I-59-A
14
I-14-A through I-59-A
15
I-15-A through I-59-A
16
I-16-A through I-59-A
17
I-17-A through I-59-A
18
I-18-A through I-59-A
19
I-19-A through I-59-A
20
I-20-A through I-59-A
21
I-21-A through I-59-A
22
I-22-A through I-59-A
23
I-23-A through I-59-A
24
I-24-A through I-59-A
25
I-25-A through I-59-A
26
I-26-A through I-59-A
27
I-27-A through I-59-A
28
I-28-A through I-59-A
29
I-29-A through I-59-A
30
I-30-A through I-59-A
31
I-31-A through I-59-A
32
I-32-A through I-59-A
33
I-33-A through I-59-A
34
I-34-A through I-59-A
35
I-35-A through I-59-A
36
I-36-A through I-59-A
37
I-37-A through I-59-A
38
I-38-A through I-59-A
39
I-39-A through I-59-A
40
I-40-A through I-59-A
41
I-41-A through I-59-A
42
I-42-A through I-59-A
43
I-43-A through I-59-A
44
I-44-A through I-59-A
45
I-45-A through I-59-A
46
I-46-A through I-59-A
47
I-47-A through I-59-A
48
I-48-A through I-59-A
49
I-49-A through I-59-A
50
I-50-A through I-59-A
51
I-51-A through I-59-A
52
I-52-A through I-59-A
53
I-53-A through I-59-A
54
I-54-A through I-59-A
55
I-55-A through I-59-A
56
I-56-A through I-59-A
57
I-57-A through I-59-A
58
I-58-A through I-59-A
59
I-59-A
thereafter
$0.00
With respect to REMIC III Regular Interest IO,
immediately prior to any
Distribution
Date, an amount equal to the
Uncertificated
Notional Amount of
REMIC II Regular Interest LT-IO.
Uncertificated
Pass-Through
Rate:
The
Uncertificated
REMIC
I
Pass-Through
Rate
or the
Uncertificated
REMIC
II
Pass-Through
Rate,
as
applicable
Uncertificated
Principal
Balance:
The
principal
amount
of
any
Uncertificated
Regular Interest
outstanding as of any date of determination.
The Uncertificated
Principal Balance of each Uncertificated
Regular Interest
shall be reduced first by Realized Losses allocated
thereto by the definition
of REMIC I Realized Losses or REMIC II Realized Losses, as
applicable,
and by
all
distributions
of principal
deemed made on such
Uncertificated
Regular
Interest on such Distribution
Date. The
Uncertificated
Principal Balance of
each
Uncertificated
Regular
Interest
shall
never be less than zero.
With
respect to REMIC III Regular
Interest SB-PO the initial amount set forth with
respect
thereto in the
Preliminary
Statement
as
reduced by
distributions
deemed made in respect
thereof
pursuant to Section 4.02 and Realized
Losses
allocated thereto pursuant to Section 4.05.
Uncertificated REMIC
Regular Interests:
The REMIC I Regular Interests,
the REMIC II Regular
Interests and REMIC III Regular
Interests SB-IO,
SB-PO
and IO.
Uncertificated
REMIC I Pass-Through
Rate: With respect to each REMIC I
Regular
Interest ending with the
designation
"A", a per annum rate equal to
the weighted
average Net Mortgage
Rate of the Mortgage
Loans
multiplied by
two (2),
subject to a maximum rate
of 10.434%.
With respect to each REMIC I
Regular
Interest
ending with the
designation
"B", the greater of (x) a per
annum rate equal to the excess,
if any, of (i) 2
multiplied
by the weighted
average Net Mortgage
Rate of the
Mortgage
Loans over
(ii) 10.434%
and (y)
0.00000%.
With respect to REMIC I Regular
Interest A-I, the weighted average
of the Net Mortgage Rates of the Mortgage Loans.
Uncertificated
REMIC
II
Pass-Through
Rate:
With
respect
to
any
Distribution
Date and
(i) REMIC II Regular
Interests LT1 and LT2, the REMIC
II Net WAC Rate,
(ii) REMIC II Regular
Interest
LT3,
zero
(0.00%),
(iii)
REMIC II
Regular
Interest
LT4,
twice the
REMIC II Net WAC Rate,
and (iv)
REMIC II Regular
Interest
LT-IO,
the excess of (i) the weighted
average of
the
Uncertificated
REMIC I Pass-Through
Rates for REMIC I Regular Interests
ending with the designation "A", over (ii) 2 multiplied by Swap
LIBOR.
Underwriter:
Credit Suisse Securities (USA) 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
A
Certificates
and
Class
M
Certificates,
or any
replacement, substitute, collateral or other arrangement in lieu
thereto.
Yield
Maintenance
Agreement
Excess
Amount:
With
respect
to
any
Distribution
Date, the excess, if any, of (i) the Yield
Maintenance
Payment
for such
Distribution
Date
over
(ii) the
Yield
Maintenance
Certificates
Payment for such Distribution Date.
Yield Maintenance Agreement Provider:
Credit Suisse International,
and
its
successors
and
assigns
or any
party to any
replacement,
substitute,
collateral or other arrangement in lieu thereof.
Yield Maintenance
Certificates
Payment:
On any Distribution Date, the
lesser of (i) the
aggregate
of Basis
Risk
Shortfalls
for all
Classes
of
Certificates
on such
Distribution
Date prior to any
distributions
on such
Distribution
Date
and
(ii)
the
Yield
Maintenance
Payment
for
such
Distribution Date.
Yield
Maintenance
Payment:
With respect to any Distribution Date from
and
including
the
Distribution
Date in October 2011 to and
including
the
Distribution
Date
in
September
2013,
the
amount
due
under
the
Yield
Maintenance
Agreement
which is equal to (a) the product of (i) the
positive
excess,
if any, of (A) the lesser of (x) LIBOR and (y) 9.770% per annum,
over
(B) a per annum
rate
equal to the "Cap
Strike
Rate" for such
Distribution
Date as set
forth in the
Additional
Terms
table in the
Yield
Maintenance
Agreement,
and (ii) the
lesser of (x) the
aggregate
Certificate
Principal
Balance
of the Class A and
Class M
Certificates
immediately
prior to such
Distribution
Date, and (y) the amount set forth for such Distribution Date in
the Additional Terms table in the Yield Maintenance Agreement.
Yield
Maintenance
Reserve
Fund:
The
separate
account
created
and
maintained pursuant to Section 4.10(a) hereof.
Yield
Maintenance
Reserve
Fund
Payment
Amount:
With respect to any
Distribution
Date from and including the Distribution Date in October 2011 to
and
including
the
Distribution
Date in
September
2013,
the least of (i)
aggregate
Basis
Risk
Shortfalls
for all
classes of
Certificates
on such
Distribution
Date after
application
of the Yield
Maintenance
Certificates
Payment
but
prior
to
the
distribution
of
Excess
Cash
Flow
on
such
Distribution
Date, (ii) amounts on deposit in the Yield
Maintenance
Reserve
Fund on such
Distribution
Date and (iii)
the
product
of (I) the
positive
excess,
if any, of (A) the lesser of (x) LIBOR and (y) 9.770% per annum,
over
(B) per annum rate equal to the "Cap Strike Rate" for such
Distribution
Date
as
set
forth
in
the
Additional
Terms
table
in
the
Yield
Maintenance
Agreement,
and
(II)
the
positive
excess,
if any,
of (A)
the
aggregate
Certificate
Principal
Balance
of
the
Class
A and
Class
M
Certificates
immediately
prior to such
Distribution
Date over (B) the
amount
set forth
for
such
Distribution
Date
in the
Additional
Terms
table
in the
Yield
Maintenance Agreement.
Section 1.02.
Determination of LIBOR.
LIBOR
applicable to the
calculation
of the
Pass-Through
Rate on the
LIBOR
Certificates
for any Interest
Accrual Period will be determined as of
each LIBOR Rate
Adjustment
Date. On each LIBOR Rate
Adjustment
Date, or if
such
LIBOR
Rate
Adjustment
Date is not a
Business
Day,
then on the next
succeeding
Business Day, LIBOR shall be established by the Trustee and, as to
any Interest
Accrual Period,
will equal the rate for one month United States
dollar
deposits that appears on the Dow Jones Telerate Screen Page 3750 as
of
11:00
a.m.,
London
time,
on such LIBOR Rate
Adjustment
Date.
"Dow Jones
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,
LIBOR shall be so
established
by use of such 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 LIBOR Rate Adjustment 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
LIBOR
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
LIBOR
Certificates
then
outstanding.
If no
such
quotations
can
be
obtained,
the rate will be LIBOR for the prior
Distribution
Date;
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,
after
consultation
with the
Master Servicer,
shall 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.
The
establishment
of LIBOR by the Trustee
and the Master
Servicer on
any
LIBOR
Rate
Adjustment
Date
and
the
Master
Servicer's
subsequent
calculation of the Pass-Through Rate applicable to the LIBOR
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 to any
Certificateholder so
requesting by telephone by calling
(800)
735-7777 the
Pass-Through
Rate on
the LIBOR Certificates for the current and the immediately
preceding Interest
Accrual Period.
Notwithstanding
the
foregoing,
for the
purpose
of
determining
the
amount of any
payment to be under the Swap
Agreement
and Yield
Maintenance
Agreement,
LIBOR will be
calculated
as provided in the Swap
Agreement
and
Yield Maintenance Agreement, respectively.
Section 1.03.
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent
words refer to the Pooling and Servicing
Agreement
as
a
whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall mean the corresponding
Articles,
Sections and Subsections
in the Pooling and
Servicing
Agreement.
The
definitions
set forth
herein
include both the singular and the plural.
References in the Pooling and
Servicing
Agreement to "interest" on and
"principal"
of the
Mortgage
Loans
shall mean,
with
respect to the Sharia
Mortgage
Loans,
if any,
amounts in respect profit
payments and acquisition
payments, respectively.
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(c) 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
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