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-QS14
===================================================================================================================
Article I
DEFINITIONS....................................................................................11
Section 1.01.
Definitions.
.......................................................................11
Section 1.02.
Use of Words and
Phrases............................................................28
Section 1.03.
Determination of
LIBOR..............................................................28
Article II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES................................30
Section 2.01.
Conveyance of Mortgage
Loans........................................................30
Section 2.02.
Acceptance by
Trustee...............................................................30
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company....30
Section 2.04.
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms).33
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing
Interests in REMIC I
Certificates...................................................33
Section 2.06.
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the Trustee...33
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC
II............................33
Section 2.08.
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms)..........33
Article III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................................................34
Section 3.01 Master Servicer to Act as Servicer. (See Section 3.01
of the Standard Terms).............34
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers' Obligations. (See Section 3.02 of the
Standard Terms)....34
Section 3.03
Successor Subservicers. (See Section 3.03 of the Standard
Terms)...................34
Section 3.04
Liability of the Master Servicer. (See Section 3.04 of the Standard
Terms)..........34
Section 3.05
No Contractual Relationship Between Subservicer Agreements by
Trustee. (See Section
3.06 of the Standard
Terms).........................................................34
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section 3.06
of the Standard
Terms)..............................................................34
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account. (See
Section 3.07 of the Standard
Terms).................................................34
Section 3.08
Subservicing Accounts; Servicing Accounts. (See Section 3.08 of the
Standard Terms).34
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans. (See
Section 3.09 of the Standard
Terms).................................................34
Section 3.10
Permitted Withdrawals from the Custodial Account. (See Section 3.10
of the Standard
Terms)..............................................................................34
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder. (See Section
3.11 of the Standard
Terms).........................................................34
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See Section 3.12
of the Standard Terms)
.............................................................34
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments. (See Section 3.13 of the Standard
Terms)...............................34
Section 3.14
Realization Upon Defaulted Mortage Loans. (See Section 3.14 of the
Standard Terms)..34
Section 3.15
Trustee to Cooperate; Release of Custodial Files.
..................................35
Section 3.16
Servicing and Other Compensation; Compensating Interest. (See
Section 3.16 of the
Standard
Terms).....................................................................35
Section 3.17
Reports to the Trustee and to the Company. (See Section 3.17 of the
Standard Terms).35
Section 3.18
Annual Statement as to Compliance and Servicing Assessment. (See
Section 3.18 of the
Standard
Terms).....................................................................35
Section 3.19
Annual Independent Public Accountants' Servicing Assessment. (See
Section 3.19 of
the Standard
Terms).................................................................35
Section 3.20
Rights of the Company in Respect of the Master Servicer. (See
Section 3.20 of the
Standard
Terms).....................................................................35
Section 3.21
Administration of Buydown Funds. (See Section 3.21 of the Standard
Terms)...........35
Section 3.22
Advance Facility. (See Section 3.22 of the
Standard Terms).........................35
Article IV
PAYMENTS TO
CERTIFICATEHOLDERS.................................................................36
Section 4.01.
Certificate Account. (See Section 4.01 of the Standard
Terms).........................36
Section 4.02.
Distributions.......................................................................36
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act
Reporting. (See Section 4.03 of the Standard
Terms).................................48
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer. (See Section 4.04 of the Standard
Terms)..................................48
Section 4.05.
Allocation of Realized
Losses.......................................................48
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06
of the Standard
Terms)..............................................................50
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07
of the
Standard
Terms).....................................................................50
Section 4.08.
Surety Bond. (See Section 4.08 of the Standard
Terms)...............................50
Article V
THE
CERTIFICATES...............................................................................51
Article VI
THE COMPANY AND THE MASTER
SERVICER............................................................52
Section 6.01.
Respective Liabilities of the Company and Master Servicer. (See
Section 6.01 of
the Standard
Terms).................................................................52
Section 6.02.
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights and
Delegation of Duties by the Master
Servicer. ....................................52
Section 6.03.
Limitation on Liability of the Company, Master Servicer and Others
(See Section 6.03
of the Standard Terms).
............................................................52
Section 6.04.
Company and Master Servicer Not to Resign (See Section 6.04 of the
Standard Terms). 52
Article VII
DEFAULT........................................................................................53
Article VIII
CONCERNING THE
TRUSTEE.........................................................................54
Section 8.01
Duties of Trustee. (See Section 8.01 of the Standard
Terms).........................54
Section 8.02
Certain Matters Affecting the Trustee. (See Section 8.02 of the
Standard Terms) ..
54
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans. (See Section
8.03 of the
Standard
Terms)....................................................................
54
Section 8.04
Trustee May Own Certificates. (See Section 8.04 of the Standard
Terms)..............................................................................54
Section 8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification. (See Section
8.05 of the Standard
Terms).........................................................54
Section 8.06
Eligibility Requirements for Trustee. (See Section 8.06 of the
Standard Terms)......54
Section 8.07
Resignation and Removal of Trustee. (See Section 8.07 of the
Standard Terms)........54
Section 8.08
Successor Trustee.
.................................................................54
Section 8.09
Merger or Consolidation of Trustee. (See Section 8.09 of the
Standard Terms) .......54
Section 8.10
Appointment of Co-Trustee or Separate Trustee. (See Section 8.10 of
the Standard
Terms)..............................................................................54
Section 8.11
Appointment of Custodian.
..........................................................54
Section 8.12
Appointment of Office or Agency. (See Section 8.12 of the Standard
Terms)...........54
Article IX
TERMINATION....................................................................................55
Section 9.01.
Optional Purchase by the Master Servicer of All Certificates;
Termination Upon
Purchase by the Master Servicer or Liquidation
of All Mortgage Loans.........55
Section 9.02.
Additional Termination Requirements (See Section 9.02 of the
Standard Terms). ......58
Section 9.03.
Termination of Multiple REMICs. (See Section 9.03 of the Standard
Terms)............58
Article X
REMIC
PROVISIONS...............................................................................59
Section 10.01.
REMIC Administration.
(See Section 10.01 of the Standard Terms)....................59
Section 10.02.
Master Servicer; REMIC Administrator and Trustee Indemnification.
(See Section 10.02
of the Standard Terms).
............................................................59
Section 10.03.
Designation of
REMICs...............................................................59
Section 10.04.
Distributions on the Uncertificated REMIC I Regular Interests and
the Uncertificated
REMIC II Regular Interests
Z........................................................59
Section 10.05.
Compliance with Withholding
Requirements............................................61
Article XI
MISCELLANEOUS
PROVISIONS.......................................................................63
Section 11.01.
Amendment.
(See Section 11.01 of the Standard
Terms)...............................63
Section 11.02.
Recordation of Agreement;
Counterparts. (See Section 11.02 of the Standard Terms)..63
Section 11.03.
Limitation on Rights of Certificateholders. (See Section 11.03 of
the Standard
Terms)..............................................................................63
Section 11.04.
Governing Law. (See Section 11.04 of the Standard
Terms)............................63
Section 11.05.
Notices.............................................................................63
Section 11.06.
Required Notices to Rating Agency and Subservicer.
(See
Section 11.06 of the Standard
Terms)................................................64
Section 11.07.
Severability of Provisions. (See Section 11.07 of the Standard
Terms).........64
Section 11.08.
Supplemental Provisions for Resecuritization.
(See Section 11.08 of the Standard
Terms)...........................................64
Section 11.09.
Allocation of Voting
Rights.........................................................64
Section 11.10.
No
Petition.........................................................................64
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Schedule of Discount Fractions
Exhibit Three:
Information to be Included in
Monthly Distribution Date Statement
Exhibit Four:
Standard Terms of Pooling and Servicing
Agreement Dated as of October 30, 2006
Exhibit Five:
Planned Principal Balances, Aggregate Planned Principal Balances,
Targeted Principal
Balances and Aggregate Targeted Principal Balances
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
(together
with its
permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The
Company
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in multiple
classes,
which in the
aggregate
will
evidence the entire
beneficial
ownership
interest
in the
Mortgage
Loans
(as
defined
herein).
As
provided
herein,
the
REMIC
Administrator
will make an election to treat the entire
segregated pool of assets
described in the definition of
Trust Fund, and subject to this Agreement
(including the Mortgage Loans),
as two real estate mortgage
investment
conduits (each, a "REMIC") for federal income tax purposes.
The terms and provisions of the Standard Terms are hereby
incorporated by reference
herein as though set
forth in full herein.
If any term or provision
contained
herein shall conflict with or be inconsistent
with any
provision
contained in the Standard Terms, the terms and provisions of this
Series
Supplement
shall govern.
All
capitalized
terms not
otherwise
defined
herein shall have the meanings
set forth in the
Standard
Terms.
The
Pooling and Servicing Agreement shall be dated as of the date of
this Series Supplement.
The following table sets forth the designation,
type,
Pass-Through Rate,
aggregate Initial
Certificate
Principal Balance,
Maturity Date,
initial ratings and certain features for each Class of Certificates
comprising
the interests in the Trust Fund created hereunder.
AGGREGATE
INITIAL
CERTIFICATE
PASS-THROUGH
PRINCIPAL
MATURITY
FITCH/MOODY'S/
MINIMUM
DESIGNATION
RATE
BALANCE
FEATURES(1)
DATE
S&P
DENOMINATIONS(2)
Class A-1
6.50%
$50,000,000.00
Senior/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-2
6.50%
$0.00(4)
Senior/Interest Only/Fixed Rate
November
AAA/Aaa/AAA
$2,000,000.00
25, 2036
Class A-3
5.90%
$15,000,000.00
Senior/Lockout/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-4
Adjustable
$100,000,000.00
Senior/Floater/Adjustable Rate
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
25, 2036
Class A-5
Adjustable
$15,384,616.00
Senior/Inverse
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
Floater/Adjustable Rate
25, 2036
Class A-6
6.50%
$24,353,000.00
Senior/Super
November
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
25, 2036
Class A-7
6.00%
$50,000,000.00
Senior/Super Senior/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-8
6.00%
$3,763,000.00
Senior/Senior Support/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-9
6.50%
$0.00(4)
Senior/Interest Only/Fixed Rate
November
AAA/Aaa/AAA
$2,000,000.00
25, 2036
Class A-10
Adjustable
$5,547,285.00
Senior/Floater/Adjustable Rate
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
25, 2036
Class A-11
6.50%
$32,141,000.00
Senior/Accretion Directed/Fixed
November
AAA/Aaa/AAA
$25,000.00
Rate
25, 2036
Class A-12
6.25%
$35,150,000.00
Senior/Super
November
AAA/Aaa/AAA
$25,000.00
Senior/Lockout/Fixed Rate
25, 2036
Class A-13
6.50%
$70,376,000.00
Senior/ PAC/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-14
6.25%
$75,000,000.00
Senior/Accretion Directed/
November
AAA/Aaa/AAA
$25,000.00
PAC/TAC/Fixed Rate
25, 2036
Class A-15
Adjustable
$18,750,000.00
Senior/Accretion Directed/
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
PAC/TAC/Floater/Adjustable Rate
25, 2036
Class A-16
6.50%
$946,000.00
Senior/PAC/Accrual/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-17
6.50%
$5,951,000.00
Senior/Companion/Accrual/Fixed
November
AAA/Aaa/AAA
$25,000.00
Rate
25, 2036
Class A-18
6.25%
$30,113,677.00
Senior/Lockout/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-19
6.50%
$34,850,000.00
Senior/Accretion
November
AAA/Aaa/AAA
$25,000.00
Directed/TAC/Fixed Rate
25, 2036
Class A-20
6.50%
$818,000.00
Senior/Senior
November
AAA/Aaa/AAA
$25,000.00
Support/Lockout/Fixed Rate
25, 2036
Class A-21
6.25%
$1,181,000.00
Senior/Senior
November
AAA/Aaa/AAA
$25,000.00
Support/Lockout/Fixed Rate
25, 2036
Class A-22
Adjustable
$0.00(4)
Senior/Interest Only/Inverse
November
AAA/Aaa/AAA
$2,000,000.00
Rate(3)
Floater/Adjustable Rate
25, 2036
Class A-23
6.50%
$25,000.00
Senior/Accrual/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-24
6.50%
$41,200,000.00
Senior/PAC/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-25
6.50%
$59,215,000.00
Senior/Super Senior/Accretion
November
AAA/Aaa/AAA
$25,000.00
Directed/ PAC//Fixed Rate
25, 2036
Class A-26
6.50%
$2,000,000.00
Senior/Accretion Directed/
November
AAA/Aaa/AAA
$25,000.00
PAC/Senior Support/Fixed Rate
25, 2036
Class A-27
6.50%
$25,000.00
Senior/Accrual/PAC/Fixed Rate
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-28
Adjustable
$26,013,656.00
Senior/Companion/
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
Floater/Adjustable Rate
25, 2036
Class A-29
Adjustable
$2,001,051.00
Senior/Companion/Inverse
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
Floater/Adjustable Rate
25, 2036
Class A-30
Adjustable
$426,715.00
Senior/Inverse
November
AAA/Aaa/AAA
$25,000.00
Rate(3)
Floater/Adjustable Rate
25, 2036
Class A-P
0.00%
$2,571,661.04
Senior/Principal Only
November
AAA/Aaa/AAA
$25,000.00
25, 2036
Class A-V
Variable
$0.00(6)
Senior/Interest Only/Variable
November
AAA/Aaa/AAA
$2,000,000.00
Rate(5)
Rate
25, 2036
Class R-I
6.50%
$100.00
Senior/Residual/Fixed Rate
November
AAA/Aaa/AAA
(7)
25, 2036
Class R-II
6.50%
$100.00
Senior/Residual/Fixed Rate
November
AAA/Aaa/AAA
(7)
25, 2036
Class M-1
6.50%
$27,133,000.00
Mezzanine/Fixed Rate
November
AA/NA/NA
$25,000.00
25, 2036
Class M-2
6.50%
$7,913,600.00
Mezzanine/Fixed Rate
November
A/NA/NA
$250,000.00
25, 2036
Class M-3
6.50%
$6,029,500.00
Mezzanine/Fixed Rate
November
BBB/NA/NA
$250,000.00
25, 2036
Class B-1
6.50%
$3,768,300.00
Subordinate/Fixed Rate
November
BB/NA/NA
$250,000.00
25, 2036
Class B-2
6.50%
$3,014,700.00
Subordinate/Fixed Rate
November
B/NA/NA
$250,000.00
25, 2036
Class B-3
6.50%
$3,014,801.66
Subordinate/Fixed Rate
November
NA/NA/NA
$250,000.00
25, 2036
The Mortgage Loans have an aggregate principal balance as of the
Cut-off Date of $753,676,762.70.
(1)
The
Certificates,
other
than
the
Class
B
Certificates
and
Class
R
Certificates,
shall be Book-Entry
Certificates.
The Class B Certificates
and the Class R Certificates
shall be delivered to the holders
thereof in
physical form.
(2)
The Certificates, other than the Class R Certificates, shall be
issuable in
minimum dollar
denominations as indicated above (by Certificate
Principal
Balance or Notional Amount, as applicable) and integral multiples
of $1 (or
$1,000 in the case of the Class
A-3,
Class
B-1,
Class B-2 and Class B-3
Certificates) in excess thereof,
except that one Certificate of any of the
Class B-1,
Class B-2 and Class B-3
Certificates
that
contains an uneven
multiple of $1,000
shall be issued in a
denomination
equal to the sum of
the related minimum
denomination
set forth above and such uneven multiple
for such Class or the sum of such
denomination and an integral multiple of
$1,000.
(3)
-----------------------------------------------------------------------------------------
Adjustable
Rates:
Initial
Formula
Maximum
Minimum
-----------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-4
5.67%
LIBOR + 0.35%
7.50%
0.35%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-5
11.89499978%
46.4749984% - (LIBOR
46.4749984%
0.00%
multiplied by 6.49999974)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-10
6.07%
LIBOR + 0.75%
7.00%
0.75%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-15
5.62%
LIBOR + 0.30%
7.50%
0.30%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-22
1.88%
7.20% - LIBOR
7.20%
0.00%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-28
5.92%
LIBOR + 0.60%
7.00%
0.60%
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-29
14.03999798%
83.19997936% - LIBOR
83.19997936%
0.00%
multiplied by 12.9999965)
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------
Class A-30
12.08998989%
81.24986524% - (LIBOR
81.24986524%
0.00%
multiplied by 12.99997657)
(4) Each of the Class A-2,
Class A-9 and Class A-22
Certificates
do not have a
Certificate
Principal
Balance.
For the purpose of
calculating
interest
payments,
(i) interest on the Class A-2
Certificates
will accrue on a
notional
amount
equal
to the
sum of (1)
the
Certificate
Principal
Balance
of the
Class
A-3
Certificates
immediately
prior to the related
Distribution
Date multiplied by 0.60% and divided by 6.50%, (2) the Certificate
Principal Balance of the Class A-12 Certificates
immediately prior to the related
Distribution Date multiplied by
0.25% and
divided by 6.50%,
(3) the
Certificate
Principal
Balance of the Class A-18
Certificates
immediately
prior to the related
Distribution Date multiplied by 0.25% and divided by 6.50% and (4)
the Certificate
Principal
Balance of the Class A-21 Certificates
immediately prior to the related
Distribution Date multiplied by 0.25% and
divided
by 6.50%,
which is
initially
equal to
approximately
$3,940,180,
and (ii)
interest
on the Class A-9
Certificates
will accrue on a notional
amount equal to the sum of (1) the
Certificate
Principal
Balance of the
Class A-7
Certificates
immediately
prior to the related
Distribution
Date
multiplied
by 0.50% and divided by
6.50% and (2) the Certificate
Principal
Balance of the Class A-8
Certificates
immediately
prior to the related
Distribution Date multiplied by 0.50% and divided by 6.50%,
which is initially equal to approximately
$4,135,615,
and (iii)
interest
on the Class A-22
Certificates
will
accrue on a notional
amount
equal to the
Certificate
Principal
Balance of the Class A-15
Certificates
immediately
prior to the related
Distribution
Date, which is
initially equal to approximately $18,750,000.
(5) The initial Pass-Through Rate on the Class A-V Certificates is
0.4929%.
(6) The
Class
A-V
Certificates
do not
have a
principal
balance.
For the
purpose
of
calculating
interest
payments,
interest on the Class A-V
Certificates
will accrue on a notional amount equal to the aggregate
stated
principal balance of the mortgage loans, which is initially equal
to approximately $753,676,762.70.
(7) Each
class of the Class R
Certificates
shall be
issuable
in minimum
denominations
of not less than a 20%
Percentage
Interest;
provided,
however,
that
one
Class R
Certificate
of each
Class
will
be
issuable
to
Residential
Funding as "tax
matters
person"
pursuant to
Sections
10.01(c)
and (e) in a minimum
denomination
representing a Percentage Interest of not less than 0.01%.
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.
Accretion
Directed
Certificates:
Any of the Class A-11,
Class A-14, Class A-15, Class A-19, Class A-25
and Class A-26 Certificates.
Accretion
Termination
Date: With respect to any Class of Accrual
Certificates,
the earlier to occur of
(i) the Distribution Date on which the aggregate
Certificate
Principal Balance of the related Accretion
Directed
Certificates
has been reduced to zero,
and (ii) the occurrence of the Credit
Support
Depletion
Date. The Class
A-25 Certificates and Class A-26 Certificates
relate to the Class A-27
Certificates.
The Class A-11 Certificates
relate to the Class A-23
Certificates.
The Class A-14
Certificates
and Class
A-15
Certificates
relate to the
Class A-16 Certificates.
The Class A-19 Certificates relate to the Class A-17 Certificates.
Accrual Certificates:
Any of the Class A-16, Class A-17, Class A-23 or Class A-27
Certificates.
Accrual
Distribution
Amount:
The
Class
A-16
Accrual
Distribution
Amount,
Class
A-17
Accrual
Distribution
Amount,
Class
A-23
Accrual
Distribution
Amount or Class A-27
Accrual
Distribution
Amount,
as
applicable.
Adjustable
Rate
Certificates:
Any of the Class A-4,
Class A-5,
Class A-10,
Class
A-15,
Class A-22,
Class A-28, Class A-29 or Class A-30 Certificates.
Aggregate
Planned
Principal
Balance:
With
respect
to
the
applicable
PAC
Certificates
and
any
Distribution
Date, the amount set forth in the table
entitled
"Planned
Principal
Balances,
Aggregate
Planned
Principal
Balances,
Targeted Principal
Balances and Aggregate
Targeted
Principal
Balances" in Exhibit Five to
this Series Supplement for such Certificates opposite such
Distribution Date.
Aggregate Targeted Principal Balance:
With
respect
to
the
A-14
Certificates
and
Class
A-15
Certificates
and any
Distribution
Date,
the
amount
set forth in
Schedule
V of the table
entitled
"Planned
Principal
Balances,
Aggregate Planned Principal
Balances,
Targeted
Principal
Balances and Aggregate
Targeted
Principal
Balances" in Exhibit Five to this Series
Supplement for such
certificates
opposite that
Distribution
Date.
Bankruptcy
Amount:
As of any date of determination
prior to the first
anniversary of the Cut-off Date,
an amount
equal to the
excess,
if any,
of (A)
$280,304
over (B) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement.
As of any date of
determination
on or after the first
anniversary
of the Cut-off
Date,
an amount
equal to the excess, if any, of
(1) the
lesser
of (a) the
Bankruptcy
Amount
calculated
as of the close of
business
on the
Business Day
immediately
preceding the most recent
anniversary of the Cut-off Date
coinciding
with or
preceding such date of
determination
(or, if such date of determination is an anniversary of the Cut-off
Date,
the
Business
Day
immediately
preceding
such
date
of
determination)
(for
purposes
of this
definition, the "Relevant Anniversary") and (b) the greatest of:
(A)
(i) if the aggregate
principal
balance of the Non-Primary
Residence Loans as
of the
Relevant
Anniversary
is less than 10% of the Stated
Principal
Balance of the Mortgage
Loans as of the Relevant
Anniversary,
$0.00, or (ii) if the aggregate
principal balance of the
Non-Primary
Residence
Loans as of the Relevant
Anniversary
is equal to or greater than 10% of
the Stated
Principal
Balance of the Mortgage Loans as of the Relevant
Anniversary,
the sum of
(I) the aggregate
principal
balance of the
Non-Primary
Residence
Loans with a
Loan-to-Value
Ratio of greater than 80.00% but less than or equal to 90.00%
(other than
Additional
Collateral
Loans),
times 0.25%,
(II) the aggregate
principal
balance of the Non-Primary
Residence Loans
with a
Loan-to-Value
Ratio of greater than 90.00% but less than or equal to 95.00%
(other than
Additional
Collateral
Loans),
times 0.50%,
and (III) the aggregate
principal
balance of the
Non-Primary
Residence
Loans with a
Loan-to-Value
Ratio of greater
than
95.00%
(other
than
Additional Collateral Loans) times 0.75%, in each case as of the
Relevant Anniversary;
(B)
the
greater
of (i)
the
product
of
(x)
an
amount
equal
to the
largest
difference in the related
Monthly
Payment for any
Non-Primary
Residence Loan remaining in the
Mortgage
Pool (other
than
Additional
Collateral
Loans)
which had an original
Loan-to-Value
Ratio of 80% or greater
that would
result if the Net
Mortgage
Rate
thereof
was equal to the
weighted
average
(based on the
principal
balance
of the
Mortgage
Loans as of the
Relevant
Anniversary)
of the Net
Mortgage
Rates of all Mortgage
Loans as of the
Relevant
Anniversary
less 1.25% per annum, (y) a number equal to the weighted average
remaining term to maturity,
in
months,
of all
Non-Primary
Residence
Loans
remaining in the Mortgage Pool as of the Relevant
Anniversary,
and (z) one plus the
quotient
of the number of all
Non-Primary
Residence
Loans
remaining in the Mortgage Pool divided by the total number of
Outstanding
Mortgage Loans in the
Mortgage Pool as of the Relevant Anniversary, and (ii) $50,000; and
(C)
the
greater of (i) 0.0006
times the
aggregate
principal
balance of all the
Mortgage
Loans in the
Mortgage
Pool as of the
Relevant
Anniversary
having
a
Loan-to-Value
Ratio
(other
than
Additional
Collateral
Loans) at
origination
which
exceeds
75% and (ii)
$100,000,
over (2) the
aggregate
amount of
Bankruptcy
Losses
allocated
solely to one or more specific
Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy
Amount may be further reduced by the Master Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Certificate:
Any Class A, Class M, Class B 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-QS14" and which must be an Eligible Account.
Certificate Policy:
None.
Class A
Certificate:
Any one of the Class A-1,
Class A-2,
Class A-3,
Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11,
Class A-12,
Class A-13,
Class A-14,
Class A-15, Class
A-16,
Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class
A-23, Class A-24, Class A-25,
Class A-26, Class A-27, Class A-28,
Class A-29, Class A-30, Class A-V or Class A-P
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-3/A-18 Lockout Amount--With respect to any
Distribution
Date, an amount equal to (A) the product
of (i) the Class A-3/A-18 Lockout
Percentage for that Distribution
Date, (ii) a fraction,
the numerator of which
is the aggregate
Certificate
Principal Balance of the Class A-3 Certificates and Class A-18
Certificates for that
Distribution
Date and the denominator of which is the aggregate
Certificate
Principal
Balance of the Class A-1,
Class A-3, Class A-18, Class A-24,
Class A-25, Class A-26, Class A-27, Class A-28 and Class A-29
Certificates for
that Distribution
Date, (iii) the aggregate of the collections
described in clauses (A), (B), (D) and (E) (net of
amounts
set forth in clause
(F)) of Section
4.02(a)(ii)(Y)
with
application
of the Senior
Percentage
or the
Senior Accelerated
Distribution
Percentage and (iv) 32.2134244271%,
plus (B) the product of (i) a fraction,
the
numerator of which is the aggregate
Certificate
Principal
Balance of the Class A-3
Certificates
and Class A-18
Certificates
for that
Distribution
Date and the
denominator
of which is the
aggregate
Certificate
Principal
Balance of the Class A-1, Class A-3, Class A-18,
Class A-24,
Class A-25,
Class A-26,
Class A-27, Class A-28 and
Class A-29
Certificates for that
Distribution
Date, (ii) the Class A-3/A-18
Prepayment
Lockout
Percentage for
that
Distribution
Date,
(iii) the
aggregate
of all
collections
described in Section
4.02(a)(ii)(Y)(C)
with
application of the Senior Accelerated Distribution Percentage and
(iv) 32.2134244271%.
Class A-3/A-18 Lockout
Percentage--For
any Distribution
Date occurring prior to the Distribution Date in
November 2015, 0%, and for any Distribution Date thereafter, 100%.
Class
A-3/A-18
Prepayment
Lockout
Percentage--For
any
Distribution
Date
occurring
prior
to
the
Distribution Date in November 2015, 0%, and for any Distribution
Date thereafter, 100%.
Class A-6/A-20 Lockout Amount--With respect to any
Distribution
Date, an amount equal to (A) the product
of (i) the Class A-6/A-20 Lockout
Percentage for that Distribution
Date, (ii) a fraction,
the numerator of which
is the aggregate
Certificate
Principal Balance of the Class A-6 Certificates and Class A-20
Certificates for that
Distribution
Date and the denominator of which is the aggregate
Certificate
Principal
Balance of the Class A-6,
Class A-7,
Class A-8,
Class
A-10,
Class
A-11,
Class
A-20,
Class A-23 and Class A-30
Certificates
for that
Distribution
Date,
(iii) the
aggregate of the
collections
described
in clauses (A),
(B), (D) and (E) (net of
amounts
set forth in clause
(F)) of Section
4.02(a)(ii)(Y)
with
application
of the Senior
Percentage
or the
Senior Accelerated
Distribution
Percentage and (iv) 16.7193397607%,
plus (B) the product of (i) a fraction,
the
numerator of which is the aggregate
Certificate
Principal
Balance of the Class A-6
Certificates
and Class A-20
Certificates
for that
Distribution
Date and the
denominator
of which is the
aggregate
Certificate
Principal
Balance of the Class A-6,
Class A-7,
Class A-8,
Class A-10,
Class A-11,
Class A-20,
Class A-23 and Class A-30
Certificates
for
that
Distribution
Date,
(ii)
the
Class
A-6/A-20
Prepayment
Lockout
Percentage
for that
Distribution Date, (iii) the aggregate of all collections described
in Section
4.02(a)(ii)(Y)(C)
with application
of the Senior Accelerated Distribution Percentage and (iv)
16.7193397607%.
Class A-6/A-20 Lockout
Percentage--For any Distribution
Date occurring prior to the Distribution Date in
November 2011, 0%, and for any Distribution Date thereafter, 100%.
Class
A-6/A-20
Prepayment
Lockout
Percentage--For
any
Distribution
Date
occurring
prior
to
the
Distribution Date in November 2011, 0%. For any Distribution
Date occurring
thereafter,
as follows:
30% for any
Distribution
Date on or after November 2011 and prior to November 2012; 40% for
any Distribution
Date on or after
November 2012 and prior to November
2013;
60% for any
Distribution
Date on or after
November 2013 and prior to
November
2014;
80% for any
Distribution
Date on or after November 2014 and prior to November 2015; and 100%
for
any Distribution Date thereafter.
Class A-12/A-21 Lockout
Amount--With
respect to any Distribution Date, an amount equal to (A) the
product
of (i) the Class A-12/A-21 Lockout Percentage for that Distribution
Date, (ii) a fraction,
the numerator of which
is the aggregate
Certificate
Principal
Balance of the Class A-12
Certificates
and Class A-21
Certificates for
that
Distribution
Date and the denominator of which is the aggregate
Certificate
Principal Balance of the Class
A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-19 and
Class A-21
Certificates for that
Distribution
Date,
(iii) the
aggregate
of the
collections
described in
clauses(A),
(B), (D) and (E) (net of
amounts
set forth in clause
(F)) of Section
4.02(a)(ii)(Y)
with
application
of the Senior
Percentage
or the
Senior Accelerated
Distribution
Percentage and (iv) 34.5891570068%,
plus (B) the product of (i) a fraction,
the
numerator of which is the aggregate
Certificate
Principal
Balance of the Class A-12
Certificates and Class A-21
Certificates
for that
Distribution
Date and the
denominator
of which is the
aggregate
Certificate
Principal
Balance of the Class A-12,
Class A-13,
Class A-14,
Class A-15, Class A-16, Class A-17, Class A-19 and Class A-21
Certificates
for
that
Distribution
Date,
(ii) the
Class
A-12/A-21
Prepayment
Lockout
Percentage
for that
Distribution Date, (iii) the aggregate of all collections described
in Section
4.02(a)(ii)(Y)(C)
with application
of the Senior Accelerated Distribution Percentage and (iv)
34.5891570068%.
Class A-12/A-21
Lockout
Percentage--For any Distribution
Date occurring prior to the Distribution
Date
in November 2011, 0%, and for any Distribution Date thereafter,
100%.
Class
A-12/A-21
Prepayment
Lockout
Percentage--For
any
Distribution
Date
occurring
prior
to
the
Distribution Date in November 2011, 0%. For any Distribution
Date occurring
thereafter,
as follows:
30% for any
Distribution
Date on or after November 2011 and prior to November 2012; 40% for
any Distribution
Date on or after
November 2012 and prior to November
2013;
60% for any
Distribution
Date on or after
November 2013 and prior to
November
2014;
80% for any
Distribution
Date on or after November 2014 and prior to November 2015; and 100%
for
any Distribution Date thereafter.
Class A-16
Accrual
Distribution
Amount--On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
an amount equal to the amount of Accrued
Certificate
Interest on the Class A-16
Certificates
for
that
Distribution
Date
which
will
be
added
to the
Certificate
Principal
Balance
of the
Class
A-16
Certificates
and distributed to the holders of the Class A-14
Certificates and Class A-15
Certificates
pursuant
to Section 4.02(h).
Class A-17
Accrual
Distribution
Amount--On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
an amount equal to the amount of Accrued
Certificate
Interest on the Class A-17
Certificates
for that date
which
will be added to the
Certificate
Principal
Balance
of the
Class
A-17
Certificates
and
distributed to the holders of the Class A-19 Certificates pursuant
to Section 4.02(h).
Class A-23
Accrual
Distribution
Amount--On
each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
an amount equal to the amount of Accrued
Certificate
Interest on the Class A-23
Certificates
for that date
which
will be added to the
Certificate
Principal
Balance
of the
Class
A-23
Certificates
and
distributed to the holders of the Class A-11 Certificates pursuant
to Section 4.02(h).
Class A-27
Accrual
Distribution
Amount--On
each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
an amount equal to the amount of Accrued
Certificate
Interest on the Class A-27
Certificates
for that date
which
will be added to the
Certificate
Principal
Balance
of the
Class
A-27
Certificates
and
distributed to the holders of the Class A-25 Certificates and Class
A-26 Certificates pursuant to Section 4.02(h).
Class R Certificate:
Any one of the Class R-I Certificates or Class R-II Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates
executed by the Trustee and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing
an interest designated as a "residual interest" in REMIC I for
purposes of the REMIC Provisions.
Class
R-II
Certificate:
Any
one
of
the
Class
R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D
and evidencing an interest designated as a "residual interest" in
REMIC II for purposes of the REMIC Provisions.
Closing Date:
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 Series 2006-QS14.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to be delivered
to the
Trustee or Custodian pursuant to Section 2.01(b) of this Agreement.
Cut-off Date:
October 1, 2006.
Determination
Date:
With
respect
to any
Distribution
Date,
the
second
Business
Day prior to such
Distribution Date.
Discount Net Mortgage Rate:
6.50% per annum.
Due Period:
With respect to each
Distribution
Date, the calendar month in which such
Distribution Date
occurs.
Eligible
Funds:
On any
Distribution
Date,
the excess,
if any, of the Available
Distribution
Amount
over the sum of (i) the
aggregate
amount of Accrued
Certificate
Interest on the Senior
Certificates,
(ii) the
Senior Principal
Distribution Amount (determined without regard to Section
4.02(a)(ii)(Y)(D)
hereof),
(iii) the
Class A-P Principal
Distribution
Amount
(determined
without regard to clause (E) of the definition of Class A-P
Principal
Distribution
Amount)
and (iv) the
aggregate
amount of Accrued
Certificate
Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Floater Certificates:
Any one of the Class A-4, Class A-10, Class A-15 or Class A-28
Certificates.
Fraud Loss
Amount:
As of any date of
determination
after the
Cut-off
Date,
an amount
equal to: (X)
prior to the
first
anniversary
of the
Cut-off
Date an
amount
equal to
3.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage
Loans as of the Cut-off Date minus the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance with Section 4.05 of this Series
Supplement since the Cut-off Date up to such date of determination,
(Y) from the first to, but not including,
the
second
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Amount as of the
most recent
anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding
principal
balance of all
of the
Mortgage
Loans as of the most recent
anniversary
of the Cut-off Date minus (2) the
aggregate
amount of
Fraud Losses
allocated
solely to one or more specific
Classes of
Certificates
in accordance
with Section 4.05
since the most recent
anniversary
of the Cut-off Date up to such date of
determination,
and (Z) from the second
to, but not
including,
the fifth
anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the
Fraud
Loss
Amount
as of the
most
recent
anniversary
of the
Cut-off
Date
and (b)
1.00%
of the
aggregate
outstanding
principal
balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date
minus (2) the aggregate
amount of Fraud Losses
allocated
solely to one or more specific
Classes of Certificates
in
accordance
with
Section
4.05
since
the most
recent
anniversary
of the
Cut-off
Date up to such date of
determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master
Servicer
(including
accelerating
the manner
in which such
coverage
is reduced)
provided
that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Initial Monthly Payment Fund: $0.00,
representing
scheduled
principal
amortization and interest at the
Net Mortgage
Rate payable
during the November
2006 Due Period,
for those
Mortgage
Loans for which the Trustee
will not be entitled to receive such payment.
Initial
Notional
Amount:
With
respect to the Class A-2
Certificates,
$3,940,179.00.
With respect to
the Class A-9
Certificates,
$4,135,615.00.
With
respect to the Class A-22
Certificates,
$18,750,000.00.
With
respect to the Class A-V
Certificates
or Subclass
thereof
issued
pursuant to Section
5.01(c) of the
Standard
Terms,
the aggregate
Cut-off Date Principal
Balance of the Mortgage Loans
corresponding
to the
Uncertificated
REMIC I Regular Interests Z represented by such Class or Subclass
on such date.
Initial
Subordinate
Class
Percentage:
With
respect
to each
Class of
Subordinate
Certificates,
an
amount
which is equal
to the
initial
aggregate
Certificate
Principal
Balance
of such
Class of
Subordinate
Certificates
divided by the aggregate
Stated
Principal
Balance of all the Mortgage Loans as of the Cut-off Date
as follows:
Class M-1:
3.60%
Class B-1:
0.50%
Class M-2:
1.05%
Class B-2:
0.40%
Class M-3:
0.80%
Class B-3:
0.40%
Interest Accrual Period:
With
respect to any Class of
Certificates
(other
than the
Adjustable
Rate
Certificates)
and any Distribution
Date, the calendar month preceding the month in which such
Distribution
Date
occurs.
With respect to the Adjustable Rate
Certificates and any
Distribution
Date, the period beginning on the
25th day of the month
preceding
the month in which such
Distribution
Date
occurs and ending on the 24th day of
the month in which such Distribution Date occurs.
Interest Only
Certificates:
Any one of the Class A-2, Class A-9,
Class A-22 or Class A-V
Certificates.
The Interest Only Certificates will have no Certificate Principal
Balance.
Inverse
Floater
Certificates:
Any
one of
the
Class
A-5,
Class
A-22,
Class
A-29
or
Class
A-30
Certificates.
LIBOR:
With respect to any Distribution
Date, the arithmetic mean of the London
interbank
offered rate
quotations
for one-month
U.S.
Dollar
deposits,
expressed on a per annum basis,
determined in accordance
with
Section 1.03.
Lockout
Certificates:
Any one of the Class A-3, Class A-6, Class A-12,
Class A-18,
Class A-20 or Class
A-21 Certificates.
Maturity
Date:
November 25, 2036,
the
Distribution
Date
immediately
following the latest
scheduled
maturity date of any Mortgage Loan.
Mortgage:
With
respect to each
Mortgage
Note
related to a
Mortgage
Loan which is not a
Cooperative
Loan, the mortgage,
deed of trust or other comparable
instrument creating a first lien on an estate in fee simple
or leasehold
interest in real property
securing a Mortgage Note.
With respect to each
Obligation to Pay related
to a Sharia Mortgage Loan, the Sharia Mortgage Loan Security
Instrument.
Mortgage
Loan
Schedule:
The list or lists of the
Mortgage
Loans
attached
hereto as Exhibit
One (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 ("ORIG RATE");
(iv)
the Subservicer pass-through rate ("CURR NET");
(v)
the Net Mortgage Rate ("NET MTG RT");
(vi)
the Pool Strip Rate ("STRIP");
(vii)
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the
Servicing Fee accrues
("MSTR SERV FEE");
(xi)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage Loan is secured by
a second or vacation residence; and
(xii)
a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage
Loans:
Such of the
mortgage
loans,
including
any Sharia
Mortgage
Loans,
transferred
and
assigned
to the Trustee
pursuant to Section
2.01 as from time to time are held or deemed to be held as a part
of
the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule,
and
Qualified
Substitute
Mortgage Loans held or deemed held as part of the Trust Fund
including,
without limitation,
(i) with
respect
to each
Cooperative
Loan,
the
related
Mortgage
Note,
Security
Agreement,
Assignment
of
Proprietary Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto,
(ii) with respect to each Sharia
Mortgage
Loan,
the related
Obligation to Pay,
Sharia
Mortgage Loan
Security Instrument,
Sharia Mortgage Loan Co-Ownership
Agreement,
Assignment Agreement and Amendment of Security
Instrument
and Mortgage
File and all rights
appertaining
thereto and (iii) with respect to each
Mortgage
Loan
other than a Cooperative
Loan or a Sharia
Mortgage Loan, each related
Mortgage Note,
Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note
or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan,
together with any
modification
thereto.
With respect to each
Sharia Mortgage Loan, the related Obligation to Pay.
Mortgage
Rate:
As to any Mortgage
Loan,
the interest rate borne by the related
Mortgage
Note, or any
modification
thereto
other than a Servicing
Modification.
As to any Sharia
Mortgage
Loan,
the profit
factor
described in the related Obligation to Pay, or any modification
thereto other than a Servicing Modification.
Mortgagor:
The obligor on a Mortgage
Note, or with respect to a Sharia
Mortgage
Loan,
the consumer on
an Obligation to Pay.
Notional Amount:
As of any Distribution
Date, (i) with respect to the Class A-2 Certificates,
an amount
equal to the sum of (1) the Certificate
Principal Balance of the Class A-3 Certificates
immediately prior to such
date
multiplied
by 0.60%
and
divided
by
6.50%,
(2) the
Certificate
Principal
Balance
of the
Class
A-12
Certificates
immediately
prior to such
date
multiplied
by 0.25% and
divided
by
6.50%,
(3) the
Certificate
Principal
Balance of the Class A-18
Certificates
immediately
prior to such date multiplied by 0.25% and divided
by 6.50% and (4) the Certificate
Principal Balance of the Class A-21
Certificates
immediately prior to such date
multiplied
by 0.25%
and
divided
by 6.50%;
provided,
however,
for
federal
income
tax
purposes,
as of any
Distribution
Date, with respect to the Class A-2 Certificates,
the equivalent of the foregoing,
expressed as the
aggregate
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular Interests R-1 and R-2 immediately
prior to that
date;
(ii)
with
respect
to the
Class A-9
Certificates,
an amount
equal to the sum of (1) the
Certificate
Principal
Balance of the Class A-7
Certificates
immediately
prior to such date multiplied by 0.50%
and divided by 6.50% and (2) the Certificate
Principal Balance of the Class A-8 Certificates
immediately prior to
such date multiplied by 0.50% and divided by 6.50%;
provided,
however, for federal income tax purposes, as of any
Distribution
Date, with respect to the Class A-9 Certificates,
the equivalent of the foregoing,
expressed as the
Uncertificated
Principal
Balance of
Uncertificated
REMIC I Regular
Interest T immediately
prior to that date;
(iii) with respect to the Class A-22
Certificates,
an amount equal to the
Certificate
Principal
Balance of the
Class A-15 Certificates
immediately prior to such date; provided,
however, for federal income tax purposes, as of
any Distribution Date, with respect to the Class A-22 Certificates,
the equivalent of the foregoing,
expressed as
the Uncertificated
Principal Balance of Uncertificated
REMIC I Regular Interest W immediately prior to that date;
with respect to any Class A-V
Certificates or Subclass
thereof issued pursuant to Section 5.01(c) of the Standard
Terms, the aggregate Stated Principal
Balance of the Mortgage Loans
corresponding to the
Uncertificated
REMIC I
Regular Interests Z represented by such Class or Subclass
immediately prior to such date.
PAC
Certificates:
Any one of the Class A-13, Class A-14, Class A-15, Class A-16,
Class A-24, Class A-25,
Class A-26 or Class A-27 Certificates.
Pass-Through
Rate: With respect to the Senior
Certificates
(other than the Adjustable
Rate,
Class A-V
and Class A-P
Certificates),
Class M Certificates
and Class B Certificates
and any
Distribution
Date, the per
annum rates set forth in the Preliminary Statement hereto.
o
With respect to the Class A-4 Certificates
and the initial Interest Accrual Period,
5.67% per annum, and
as to any Interest Accrual Period
thereafter,
a per annum rate equal to LIBOR plus 0.35%,
with
a maximum rate of 7.50% per annum and a minimum rate of 0.35% per
annum.
o
With respect to the Class A-5
Certificates
and the initial
Interest
Accrual Period,
11.89499978%
per
annum,
and as to any Interest Accrual Period
thereafter,
a per annum rate equal to 46.4749984%
minus the
product
of (i) LIBOR and (ii)
6.49999974,
with a maximum
rate of
46.4749984%
per
annum and a minimum rate of 0.00% per annum.
o
With respect to the Class A-10
Certificates
and the initial
Interest
Accrual Period,
6.07% per annum,
and as to any Interest
Accrual
Period
thereafter,
a per annum rate equal to LIBOR plus 0.75%,
with a maximum rate of 7.00%
per annum and a minimum rate of 0.75% per annum.
o
With respect to the Class A-15
Certificates
and the initial
Interest
Accrual Period,
5.62% per annum,
and as to any Interest
Accrual Period
thereafter,
will be a per annum rate equal to LIBOR plus
0.30%, with a maximum rate of 7.50% per annum and a minimum rate of
0.30% per annum.
o
With respect to the Class A-22
Certificates
and the initial
Interest
Accrual Period,
1.88% per annum,
and as to any Interest
Accrual Period
thereafter,
a per annum rate equal to 7.20% minus LIBOR,
with a maximum rate of 7.20% per annum and a minimum rate of 0.00%
per annum.
o
With respect to the Class A-28
Certificates
and the initial
Interest
Accrual Period,
5.92% per annum,
and as to any Interest
Accrual Period
thereafter,
will be a per annum rate equal to LIBOR plus
0.60%, with a maximum rate of 7.00% per annum and a minimum rate of
0.60% per annum.
o
With respect to the Class A-29
Certificates
and the initial
Interest
Accrual Period,
14.03999798% per
annum,
and as to any
Interest
Accrual
Period
thereafter,
will be a per annum
rate equal to
83.19997936%
minus
the
product
of (i)
LIBOR
and (ii)
12.9999965,
with a
maximum
rate of
83.19997936% per annum and a minimum rate of 0.00% per annum.
o
With respect to the Class A-30
Certificates
and the initial
Interest
Accrual Period,
12.08998988% per
annum,
and as to any
Interest
Accrual
Period
thereafter,
will be a per annum
rate equal to
81.24986524%
minus
the
product
of (i)
LIBOR and (ii)
12.99997657,
with a
maximum
rate of
81.24986524% per annum and a minimum rate of 0.00% per annum.
With respect to the Class A-V
Certificates
(other than any Subclass
thereof) and any
Distribution
Date, a rate
equal to the weighted average,
expressed as a percentage,
of the Pool Strip Rates of all Mortgage Loans as of the
Due Date in the related
Due Period,
weighted on the basis of the
respective
Stated
Principal
Balances of such
Mortgage
Loans as of the day
immediately
preceding
such
Distribution
Date (or,
with
respect to the
initial
Distribution
Date, at the close of business on the Cut-off Date).
With respect to the Class A-V
Certificates and
the initial
Distribution
Date the Pass-Through
Rate is equal to 0.4929% per annum.
With respect to any Subclass
of Class A-V
Certificates
and any
Distribution
Date,
a rate
equal to the
weighted
average,
expressed
as a
percentage,
of the Pool Strip Rates of all Mortgage
Loans
corresponding
to the
Uncertificated
REMIC I Regular
Interests Z
represented
by such
Subclass as of the Due Date in the related Due Period,
weighted on the basis of
the
respective
Stated
Principal
Balances
of such
Mortgage
Loans
as of the day
immediately
preceding
such
Distribution
Date (or with
respect to the
initial
Distribution
Date,
at the close of
business on the Cut-off
Date).
The Principal
Only
Certificates
have no
Pass-Through
Rate and are not entitled to Accrued
Certificate
Interest.
Planned
Principal
Balance:
With respect to the applicable PAC Certificates
and any Distribution
Date,
the amount set forth in the table entitled "Planned
Principal
Balances,
Aggregate
Planned
Principal
Balances,
Targeted Principal
Balances and Aggregate
Targeted Principal
Balances" in Exhibit Five to this Series Supplement
for such Certificates opposite such Distribution Date.
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 6.0% per annum of the then
outstanding
principal
balance of the related
Mortgage
Loans in the first month of the life of such Mortgage Loans and an
additional
approximately
1.27272727% per annum
in each month
thereafter
until the twelfth month, and beginning in the twelfth month and in
each month thereafter
during the life of the Mortgage Loans, a constant prepayment rate
of 20.0% per annum.
Prepayment
Distribution
Percentage:
With
respect
to
any
Distribution
Date
and
each
Class
of
Subordinate
Certificates,
under the applicable
circumstances
set forth below,
the respective
percentages
set
forth below:
(i)
For
any
Distribution
Date
prior
to the
Distribution
Date
in
November
2011
(unless
the
Certificate
Principal
Balances
of
the
Senior
Certificates
(other
than
the
Class
A-P
Certificates) have been reduced to zero), 0%.
(ii)
For any
Distribution
Date not
discussed in clause (i) above on which any Class of
Subordinate
Certificates are outstanding:
(a)
in the case of the Class of Subordinate
Certificates then outstanding with the
Highest
Priority
and each
other
Class of
Subordinate
Certificates
for
which
the
related
Prepayment
Distribution Trigger has been satisfied, a fraction,
expressed as a percentage,
the
numerator of which is the Certificate
Principal
Balance of such Class immediately prior to such
date and the denominator of which is the sum of the Certificate
Principal
Balances
immediately
prior to such
date of (1) the
Class
of
Subordinate
Certificates
then
outstanding
with the
Highest
Priority and (2) all other Classes of Subordinate
Certificates for which the respective
Prepayment Distribution Triggers have been satisfied; and
(b)
in the case of each
other
Class of
Subordinate
Certificates
for
which the
Prepayment Distribution Triggers have not been satisfied, 0%.
Notwithstanding
the foregoing,
if the application of the foregoing
percentages on any Distribution Date
as provided in Section 4.02 of this Series Supplement
(determined
without regard to the proviso to the definition
of
"Subordinate
Principal
Distribution
Amount") would result in a
distribution
in respect of principal of any
Class or
Classes of
Subordinate
Certificates
in an amount
greater
than the
remaining
Certificate
Principal
Balance
thereof (any such class, a "Maturing
Class"),
then: (a) the Prepayment
Distribution
Percentage of each
Maturing
Class shall be reduced to a level
that,
when
applied as
described
above,
would
exactly
reduce the
Certificate
Principal
Balance of such Class to zero;
(b) the
Prepayment
Distribution
Percentage of each other
Class of Subordinate
Certificates
(any such Class, a
"Non-Maturing
Class") shall be
recalculated in accordance
with the provisions in paragraph (ii) above,
as if the
Certificate
Principal
Balance of each Maturing Class had
been reduced to zero (such
percentage as recalculated,
the
"Recalculated
Percentage");
(c) the total amount of
the reductions in the Prepayment
Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a)
of this
sentence,
expressed as an aggregate
percentage,
shall be allocated
among the
Non-Maturing
Classes in
proportion to their respective
Recalculated
Percentages (the portion of such aggregate
reduction so allocated to
any
Non-Maturing
Class,
the
"Adjustment
Percentage");
and (d) for
purposes of such
Distribution
Date,
the
Prepayment
Distribution
Percentage
of each
Non-Maturing
Class shall be equal to the sum of (1) the
Prepayment
Distribution
Percentage
thereof,
calculated in accordance
with the provisions in paragraph (ii) above as if the
Certificate
Principal
Balance
of each
Maturing
Class
had not
been
reduced
to zero,
plus
(2) the
related
Adjustment Percentage.
Principal Only Certificates:
The Class A-P Certificates.
Record
Date:
With
respect to each
Distribution
Date and each Class of
Certificates
(other
than the
Adjustable Rate
Certificates for so long as the Adjustable Rate
Certificates
are in book-entry
form), the close
of business on the last
Business
Day of the month
preceding
the month in which the
related
Distribution
Date
occurs.
With
respect
to each
Distribution
Date
and the
Adjustable
Rate
Certificates
(so
long as they are
Book-Entry Certificates), the close of business on the Business Day
prior to such Distribution Date.
Related
Classes:
As to any
Uncertificated
REMIC I Regular
Interest,
those
classes
of
Certificates
identified as "Related Classes of Certificates" to such
Uncertificated
REMIC I Regular Interest in the definition
of Uncertificated REMIC I Regular Interest.
REMIC
I:
The
segregated
pool
of
assets
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,
including the proceeds from the
liquidation of Additional
Collateral for any Additional
Collateral Loan, but not including
amounts on deposit in
the Initial Monthly Payment Fund,
(iii)
property
which
secured a Mortgage
Loan and which has been acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv)
the hazard
insurance
policies
and Primary
Insurance
Policies,
if any,
the Pledged
Assets
with
respect to each
Pledged
Asset
Mortgage
Loan,
and the
interest in the
Surety Bond transferred to the Trustee pursuant to Section 2.01
herein, and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates:
The Class R-I Certificates.
REMIC II:
The
segregated
pool of assets
consisting
of the
Uncertificated
REMIC I Regular
Interests
conveyed
in trust to the Trustee
for the
benefit of the
holders of each Class of
Certificates
(other than the
Class R-I Certificates) pursuant to Section 2.06, with respect to
which a separate REMIC election is to be made.
Senior
Certificate:
Any one of the
Class
A
Certificates
or
Class R
Certificates,
executed
by the
Trustee and authenticated by the Certificate
Registrar
substantially in the form annexed to the Standard Terms as
Exhibit A and Exhibit D.
Senior
Interest
Distribution
Amount:
With respect to any
Distribution
Date, the aggregate
amount of
Accrued
Certificate
Interest to be distributed to the Holders of the Senior
Certificates
for that
Distribution
Date, including the Accrual Distribution Amount.
Senior
Percentage:
As of any
Distribution
Date,
the
lesser of 100% and a
fraction,
expressed
as a
percentage,
the
numerator of which is the
aggregate
Certificate
Principal
Balance of the Senior
Certificates
(other than the Class A-P
Certificates)
immediately
prior to such Distribution Date and the denominator of which
is the aggregate
Stated
Principal
Balance of all of the Mortgage Loans (or related REO
Properties)
(other than
the related Discount Fraction of each Discount Mortgage Loan)
immediately prior to such Distribution Date.
Senior
Principal
Distribution
Amount:
With respect to any
Distribution
Date,
the lesser of (a) the
balance of the
Available
Distribution
Amount
remaining
after the
distribution
of all amounts
required to be
distributed
therefrom
pursuant
to
Section
4.02(a)(i)
and
Section
4.02(a)(ii)(W)
(excluding
any
amount
distributable
pursuant to clause (E) of the definition of "Class A-P Principal
Distribution
Amount") and (b) the
sum of the amounts required to be distributed to the Senior
Certificateholders
on such Distribution Date pursuant
to Sections 4.02(a)(ii)(Y), 4.02(a)(xvi) and 4.02(a)(xvii).
Senior Support Certificates:
Any of the Class A-8, Class A-20, Class A-21 or Class A-26
Certificates.
Special Hazard Amount:
As of any
Distribution
Date, an amount equal to $7,536,768
minus the sum of (i)
the aggregate
amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in
accordance
with Section 4.05 of this Series
Supplement and (ii) the Adjustment
Amount (as defined below) as most
recently
calculated.
For each
anniversary
of the Cut-off
Date,
the
Adjustment
Amount
shall be equal to the
amount,
if any, by which the amount
calculated in accordance with the preceding
sentence
(without giving effect
to the deduction of the Adjustment Amount for such
anniversary)
exceeds the greater of (A) the greater of (i) the
product of the Special Hazard
Percentage for such anniversary
multiplied by the outstanding
principal balance of
all the
Mortgage
Loans on the
Distribution
Date
immediately
preceding
such
anniversary
and (ii)
twice the
outstanding
principal
balance of the
Mortgage
Loan with the
largest
outstanding
principal
balance as of the
Distribution
Date
immediately
preceding
such
anniversary
and (B) the
greater
of (i) the
product
of
0.50%
multiplied
by the
outstanding
principal
balance of all
Mortgage
Loans on the
Distribution
Date
immediately
preceding such anniversary
multiplied by a fraction,
the numerator of which is equal to the aggregate outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of all of the Mortgage
Loans secured by
Mortgaged
Properties
located in the State of California
divided by the aggregate
outstanding
principal balance
(as of the immediately preceding
Distribution Date) of all of the Mortgage Loans,
expressed as a percentage,
and
the
denominator
of which is equal to 18.49%
(which
percentage is equal to the
percentage of Mortgage
Loans by
aggregate
principal
balance
initially
secured by Mortgaged
Properties
located in the State of California) and
(ii) the
aggregate
outstanding
principal
balance (as of the
immediately
preceding
Distribution
Date) of the
largest
Mortgage
Loan secured by a Mortgaged
Property
(or,
with
respect to a
Cooperative
Loan,
the related
Cooperative Apartment) located in the State of California.
The Special
Hazard
Amount may be further
reduced by the Master
Servicer
(including
accelerating
the
manner in which
coverage is reduced)
provided that prior to any such
reduction,
the Master
Servicer
shall (i)
obtain written
confirmation
from each Rating Agency that such reduction
shall not reduce the rating
assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating or the rating assigned
to such
Certificates
as of the
Closing
Date by such
Rating
Agency
and (ii)
provide
a copy of such
written
confirmation to the Trustee.
Special
Hazard
Percentage:
As of each
anniversary
of the
Cut-off
Date,
the greater of (i) 1.0% and
(ii) the largest
percentage
obtained by dividing the aggregate
outstanding
principal balance (as of immediately
preceding
Distribution
Date)
of the
Mortgage
Loans
secured
by
Mortgaged
Properties
located
in a
single,
five-digit
zip code area in the State of
California
by the
outstanding
principal
balance of all the
Mortgage
Loans as of the immediately preceding Distribution Date.
Subordinate
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date and each Class of
Subordinate
Certificates,
(a) the sum of (i) the product of (x) the related Subordinate Class
Percentage for such
Class and (y) the aggregate of the amounts
calculated
(without
giving effect to the related Senior
Percentages)
for such
Distribution
Date under
clauses
(1), (2) and (3) of Section
4.02(a)(ii)(Y)(A);
(ii) such Class's pro
rata
share,
based
on
the
Certificate
Principal
Balance
of
each
Class
of
Subordinate
Certificates
then
outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b)
(without giving effect to the
Senior
Accelerated
Distribution
Percentage) to the extent such collections are not otherwise
distributed to the
Senior
Certificates;
(iii)
the
product
of (x)
the
related
Prepayment
Distribution
Percentage
and (y) the
aggregate
of all
Principal
Prepayments
in Full
received
in the
related
Prepayment
Period and
Curtailments
received in the preceding
calendar month (other than the related Discount
Fraction of such Principal
Prepayments
in Full and
Curtailments
with
respect to a
Discount
Mortgage
Loan) to the
extent
not
payable to the Senior
Certificates;
(iv) if such Class is the Class of Subordinate
Certificates with the Highest
Priority,
any Excess
Subordinate
Principal Amount for such Distribution Date not paid to the Senior
Certificates;
and (v) any amounts
described
in
clauses
(i),
(ii) and
(iii)
as
determined
for any
previous
Distribution
Date,
that
remain
undistributed
to the extent that such amounts are not
attributable
to Realized
Losses which have been allocated
to a Class
of
Subordinate
Certificates;
minus
(b) the sum of (i) with
respect
to the
Class
of
Subordinate
Certificates with the Lowest Priority,
any Excess
Subordinate
Principal Amount for such
Distribution
Date; and
(ii) the Capitalization
Reimbursement
Amount for such Distribution Date, other than the related Discount
Fraction
of any portion of that amount related to each Discount
Mortgage Loan,
multiplied by a fraction,
the numerator of
which is the Subordinate Principal Distribution Amount for such
Class of Subordinate
Certificates,
without giving
effect to this clause (b)(ii),
and the denominator of which is the sum of the principal
distribution
amounts for
all Classes of
Certificates
other than the Class A-P
Certificates,
without
giving effect to any reductions for
the Capitalization Reimbursement Amount.
Super Senior Certificates:
Any of the Class A-6, Class A-7, Class A-12 or Class A-25
Certificates.
Targeted
Principal
Balance:
With respect to the Class A-19 Certificates and any Distribution
Date, the
amount set forth in Schedule VI of the table entitled
"Planned
Principal
Balances,
Aggregate
Planned Principal
Balances,
Targeted Principal
Balances and Aggregate
Targeted Principal
Balances" in Exhibit Five to this Series
Supplement for such Certificates opposite such Distribution Date.
Uncertificated
Accrued Interest:
With respect to each Distribution
Date, (i) as to each
Uncertificated
REMIC I
Regular
Interest
other
than each
Uncertificated
REMIC I Regular
Interest
Z, an amount
equal to the
aggregate
amount of Accrued
Certificate
Interest that would result under the terms of the definition
thereof on
the Related Classes of Certificates
(excluding any Interest Only
Certificates) if the
Pass-Through
Rate on such
Classes were equal to the Uncertificated
Pass-Through Rate on such Uncertificated
REMIC I Regular Interest,
(ii)
as to each
Uncertificated
REMIC I Regular
Interest Z and each
Uncertificated
REMIC II Regular
Interest
Z, an
amount equal to one month's interest at the Pool Strip Rate of the
related
Mortgage Loan on the principal
balance
of such Mortgage Loan reduced by such
Interest's
pro-rata
share of any prepayment
interest
shortfalls or other
reductions of interest allocable to the Class A-V Certificates.
Uncertificated
Pass-Through
Rate:
With
respect
to
each
of
the
Uncertificated
REMIC
I
Regular
Interests,
other
than the
Uncertificated
REMIC I Regular
Interests
Z, the per
annum
rate
specified
in the
definition
of
Uncertificated
REMIC I Regular
Interests.
With
respect to each
Uncertificated
REMIC I Regular
Interest Z and each Uncertificated REMIC II Regular Interest Z, the
Pool Strip Rate for the related Mortgage Loan.
Uncertificated
Principal
Balance:
With
respect to each
Uncertificated
REMIC I Regular
Interest,
as
defined in the definition of Uncertificated REMIC I Regular
Interests.
Uncertificated
REMIC I Regular Interests:
The
Uncertificated
REMIC I Regular Interests Z together with
the interests
identified in the table below,
each
representing
an undivided
beneficial
ownership
interest in
REMIC I, and having the following characteristics:
1.
The
principal
balance
from
time
to time of each
Uncertificated
REMIC I
Regular
Interest
identified in the table below shall be the amount
identified as the Initial
Principal
Balance
thereof in such
table,
minus the sum of (x) the
aggregate
of all amounts
previously
deemed
distributed
with respect to such
interest and applied to reduce the
Uncertificated
Principal
Balance
thereof
pursuant to Section
10.04(a)(ii)
and (y) the aggregate of all
reductions in
Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses that
were
previously
deemed
allocated
to
the
Uncertificated
Principal
Balance
of
such
Uncertificated
REMIC I
Regular
Interest
pursuant
to
Section
10.04(d),
which
equals
the
aggregate
principal
balance
of the
Classes
of
Certificates
identified
as related to such
Uncertificated REMIC I Regular Interest in such table.
2.
The
Uncertificated
Pass-Through
Rate
for
each
Uncertificated
REMIC
I
Regular
Interest
identified
in the table
below shall be the per annum rate set forth in the
Pass-Through
Rate
column of such table.
3.
The Uncertificated
REMIC I Distribution
Amount for each REMIC I Regular Interest identified in
the table
below
shall be, for any
Distribution
Date,
the
amount
deemed
distributed
with
respect to such
Uncertificated
REMIC I Regular Interest on such
Distribution Date pursuant to
the provisions of Section 10.04(a).
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated REMIC I
Related Classes of Certificates
Pass-Through Rate
Initial Principal
Regular Interest
Balance
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Q
A-1, A-6, A-11, A-13, A-16,
6.50%
$372,774,001.66
A-17, A-19, A-20, A-23, A-24,
A-25, A-26, A-27, R-II, M-1,
M-2, M-3, B-1, B-2, B-3
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
R-1
A-2, A-3
6.50%
$15,000,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
R-2
A-2, A-12, A-18, A-21
6.50%
$66,444,677.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
S
A-4, A-5
6.50%
$115,384,616.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
T
A-7, A-8, A-9
6.50%
$53,763,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
U
A-10, A-30
6.50%
$5,974,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
V
A-14
6.25%
$75,000,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
W
A-15, A-22
7.50%
$18,750,000.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
X
A-28, A29
6.50%
$28,014,707.00
------------------------------- ---------------------------------
--------------------------- ----------------------
------------------------------- ---------------------------------
--------------------------- ----------------------
Y
A-P
0.00%
$2,571,661.04
------------------------------- ---------------------------------
--------------------------- ----------------------
Uncertificated
REMIC
I
Regular
Interests
Z:
Each
of
the
3,026
uncertificated
partial
undivided
beneficial
ownership
interests in the Trust Fund,
numbered
sequentially
from 1 to 3,026,
each relating to the
particular
Mortgage
Loan
identified by such
sequential
number on the Mortgage
Loan
Schedule,
each having no
principal
balance,
and each bearing interest at the respective Pool Strip Rate on the
Stated Principal Balance of
the related Mortgage Loan.
Uncertificated
REMIC I Regular Interests Z Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Uncertificated
REMIC I
Regular
Interest
Distribution
Amounts:
With
respect
to each
Uncertificated
REMIC I Regular Interest,
other than the
Uncertificated
REMIC I Regular Interests Z, the amount specified as the
Uncertificated
REMIC
I
Regular
Interest
Distribution
Amount
with
respect
thereto
in
the
definition
of
Uncertificated
REMIC I Regular
Interests.
With respect to the
Uncertificated
REMIC I Regular
Interests Z, the
Uncertificated REMIC I Regular Interests Z Distribution Amount.
Uncertificated
REMIC
II
Regular
Interests
Z:
Each
of the
3,026
uncertificated
partial
undivided
beneficial
ownership
interests
in REMIC II numbered
sequentially
from 1 through
3,026,
each
relating to the
identically
numbered
Uncertificated
REMIC I Regular
Interests Z, each having no
principal
balance and bearing
interest
at a rate equal to the
related
Pool Strip Rate on the Stated
Principal
Balance of the
Mortgage
Loan
related to the identically
numbered
Uncertificated
REMIC I Regular
Interests Z, comprising such
Uncertificated
REMIC II Regular Interests Z's pro rata share of the amount
distributed pursuant to Section 10.04(a).
Uncertificated
REMIC II Regular Interests
Distribution
Amount:
With respect to any Distribution
Date,
the sum of the
amounts
deemed
to be
distributed
on the
Uncertificated
REMIC I Regular
Interests
Z for such
Distribution Date pursuant to Section 10.04(a).
Underwriters:
Barclays Capital Inc. and Bear, Stearns & Co. Inc.
Section
1.02
Use of Words and Phrases.
"Herein,"
"hereby,"
"hereunder,"
"hereof,"
"hereinbefore,"
"hereinafter"
and other
equivalent words
refer to the
Pooling
and
Servicing
Agreement
as a whole.
All
references
herein
to
Articles,
Sections
or
Subsections
shall
mean the
corresponding
Articles,
Sections
and
Subsections
in the
Pooling
and
Servicing
Agreement.
The definitions set forth herein include both the singular and the
plural.
References in the Pooling and Servicing
Agreement to "interest" on and
"principal" of the Mortgage Loans
shall
mean,
with
respect to the Sharia
Mortgage
Loans,
amounts in respect
profit
payments
and
acquisition
payments, respectively.
Section 1.03.
Determination of LIBOR.
LIBOR
applicable to the calculation of the
Pass-Through
Rates on the Adjustable Rate
Certificates
for
any Interest
Accrual
Period
(other than the initial
Interest
Accrual
Period) will be
determined as described
below:
On each
Distribution
Date,
LIBOR shall be
established
by the Trustee and, as to any Interest
Accrual
Period,
will equal the rate for one month United States dollar
deposits that appears on the Telerate
Screen Page
3750 of the Moneyline
Telerate Capital Markets Report as of 11:00 a.m.,
London time, on the second LIBOR Business
Day prior to the first day of such Interest
Accrual Period ("LIBOR Rate Adjustment
Date").
"Telerate Screen Page
3750" means the display
designated
as page 3750 on the
Telerate
Service (or such other page as may replace page
3750 on that service for the purpose of displaying
London
interbank
offered rates of major banks).
If such rate
does not appear on such page (or such other page as may replace
that page on that
service,
or if such service is
no longer
offered,
any other service for displaying
LIBOR or comparable
rates as may be selected by the Trustee
after
consultation with the Master Servicer),
the rate will be the Reference Bank Rate. The "Reference Bank Rate"
will be determined on the basis of the rates at which deposits in
U.S.
Dollars are offered by the reference
banks
(which shall be any three major banks that are engaged in
transactions
in the London
interbank
market,
selected
by the Trustee after
consultation
with the Master Servicer) as of 11:00 a.m., London time, on the day
that is one
LIBOR Business Day prior to the
immediately
preceding
Distribution
Date to prime banks in the London
interbank
market for a period of one month in amounts
approximately equal to the aggregate
Certificate Principal Balance of
the Adjustable Rate
Certificates
then
outstanding.
The Trustee will request the principal London office of each
of the reference banks to provide a quotation of its rate. If at
least two such
quotations are provided,
the rate
will be the
arithmetic
mean of the
quotations
rounded up to the next
multiple of 1/16%.
If on such date fewer
than two quotations are provided as requested,
the rate will be the arithmetic
mean of the rates quoted by one or
more major banks in New York City,
selected by the Trustee
after
consultation
with the Master
Servicer,
as of
11:00 a.m.,
New York City time, on such date for loans in U.S.
Dollars to leading
European banks for a period of
one month in amounts
approximately
equal to the aggregate
Certificate
Principal
Balance of the Adjustable Rate
Certificates
then
outstanding.
If no such
quotations
can be
obtained,
the rate
will be LIBOR
for the prior
Distribution
Date, or, in the case of the first LIBOR Rate Adjustment
Date, 5.32% per annum;
provided,
however,
if, under the priorities
described above,
LIBOR for a Distribution
Date would be based on LIBOR for the previous
Distribution
Date for the third
consecutive
Distribution
Date, the Trustee shall,
after
consultation with the
Master
Servicer,
select an
alternative
comparable
index
(over which the
Trustee
has no
control),
used for
determining
one-month
Eurodollar
lending rates that is calculated and published (or otherwise made
available) by
an
independent
party.
"LIBOR
Business Day" means any day other than (i) a Saturday or a Sunday
or (ii) a day on
which banking institutions in the city of London, England are
required or authorized by law to be closed.
The
establishment
of LIBOR by the Trustee on any LIBOR Rate
Adjustment
Date and the Master
Servicer's
subsequent
calculation of the Pass-Through
Rates
applicable to each of the Adjustable Rate
Certificates for the
relevant Interest Accrual Period, in the absence of manifest error,
will be final and binding.
Promptly
following each LIBOR Rate
Adjustment Date the Trustee shall supply the Master Servicer with
the
results of its
determination of LIBOR on such date.
Furthermore,
the Trustee will supply the Pass-Through
Rates
on each of the Adjustable Rate Certificates for the current and the
immediately
preceding
Interest Accrual Period
via the Trustee's internet website, which may be obtained by
telephoning the Trustee at (800) 735-7777.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section
2.01
Conveyance of Mortgage Loans. (See Section 2.01 of the Standard
Terms)
Section
2.02
Acceptance by Trustee. (See Section 2.02 of the Standard Terms)
Section
2.03
Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a)
(See Section 2.03(a) of the Standard Terms)
(b) The Company
hereby
represents
and
warrants
to the
Trustee for the benefit of
Certificateholders
that as of the Closing Date (or, if otherwise specified below, as
of the date so specified):
(i)
No Mortgage
Loan is 30 or more days
Delinquent
in payment of
principal
and interest as of the Cut-off
Date and no
Mortgage
Loan has been so
Delinquent
more than once in the
12-month
period
prior to the
Cut-off Date;
(ii)
The
information
set forth in Exhibit
One hereto
with
respect to each
Mortgage
Loan or the
Mortgage
Loans,
as the case may be, is true and correct in all material
respects at the date or dates
respecting
which such information is furnished;
(iii)
The Mortgage Loans are
fully-amortizing
(subject to interest only periods,
if
applicable),
fixed-rate
mortgage loans with level Monthly
Payments due, with respect to a majority of the Mortgage
Loans, on the
first day of each month and terms to maturity at origination or
modification of not more than 30 years;
(iv)
To the best of the
Company's
knowledge,
except in the case of 0.6% of the
aggregate
Stated
Principal
Balance of the Mortgage Loans, if a Mortgage Loan is secured by a
Mortgaged
Property with a Loan-to-Value
Ratio at
origination
in excess of 80%, such Mortgage Loan is the subject of a Primary
Insurance
Policy
that insures (a) at least 35% of the Stated
Principal
Balance of the Mortgage Loan at origination if the
Loan-to-Value
Ratio is between 100.00% and 95.01%,
(b) at least 30% of the Stated
Principal
Balance of
the Mortgage Loan at origination
if the
Loan-to-Value
Ratio is between 95.00% and 90.01%,
(c) at least
25% of such balance if the
Loan-to-Value
Ratio is between 90.00% and 85.01% and (d) at least 12% of such
balance
if the
Loan-to-Value
Ratio
is
between
85.00%
and
80.01%.
To
the
best
of the
Company's
knowledge,
each such Primary
Insurance Policy is in full force and effect and the Trustee is
entitled to
the benefits thereunder;
(v)
The issuers of the Primary Insurance Policies are insurance
companies whose
claims-paying
abilities are
currently acceptable to each Rating Agency;
(vi)
No more than 0.7% of the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are
secured by Mortgaged
Properties
located in any one zip code area in California
and no more than 0.5% of
the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California;
(vii)
The
improvements
upon the
Mortgaged
Properties
are insured
against loss by fire and other hazards as
required by the Program Guide,
including
flood
insurance if required under the National Flood Insurance
Act of 1968, as amended.
The Mortgage
requires the Mortgagor to maintain such casualty
insurance at the
Mortgagor's
expense,
and on the Mortgagor's
failure to do so,
authorizes the holder of the Mortgage to
obtain and maintain such
insurance at the
Mortgagor's
expense and to seek
reimbursement
therefor from
the Mortgagor;
(viii)
Immediately
prior to the assignment of the Mortgage Loans to the Trustee,
the Company had good title to,
and was the sole
owner of,
each
Mortgage
Loan
free and
clear of any
pledge,
lien,
encumbrance
or
security interest (other than rights to servicing and related
compensation)
and such assignment
validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge,
lien,
encumbrance
or security interest;
(ix)
No more than 47.5% of the Mortgage
Loans by
aggregate
Stated
Principal
Balance as of the Cut-off Date
were underwritten
under a reduced loan
documentation
program,
no more than 12.8% of the Mortgage Loans
by aggregate Stated Principal
Balance as of the Cut-off Date were
underwritten
under a no-stated income
program,
and no more than 13.9% of the Mortgage
Loans by aggregate
Stated
Principal
Balance as of the
Cut-off Date were underwritten under a no income/no asset program;
(x)
Except with respect to no more than 15.5% of the Mortgage Loans by
aggregate Stated
Principal
Balance as
of the Cut-off
Date,
the
Mortgagor
represented
in its loan
application
with
respect to the related
Mortgage Loan that the Mortgaged Property would be owner-occupied;
(xi)
None of the Mortgage Loans is a Buy-Down Mortgage Loan;
(xii)
Each Mortgage Loan constitutes a qualified
mortgage under Section
860G(a)(3)(A) of the Code and Treasury
Regulations
Section
1.860G-2(a)(1),
(2),
(4),
(5) and (6),
without
reliance
on the
provisions
of
Treasury
Regulation Section
1.860G-2(a)(3) or Treasury
Regulation
Section
1.860G-2(f)(2) or any other
provision
that would allow a Mortgage Loan to be treated as a "qualified
mortgage"
notwithstanding
its
failure to meet the
requirements of Section
860G(a)(3)(A)
of the Code and Treasury
Regulation
Section
1.860G-2(a)(1), (2), (4), (5) and (6);
(xiii)
A policy of title
insurance
was
effective
as of the
closing
of each
Mortgage
Loan and is valid and
binding and remains in full force and effect,
unless the
Mortgaged
Properties
are located in the State
of Iowa and an attorney's certificate has been provided as
described in the Program Guide;
(xiv)
No more than 0.1% of the Mortgage Loans by aggregate Stated
Principal
Balance as of the Cut-off Date are
Cooperative Loans;
(xv)
With respect to each Mortgage Loan originated
under a "streamlined"
Mortgage Loan program (through which
no new or updated
appraisals
of Mortgaged
Properties
are obtained in connection
with the
refinancing
thereof),
the related Seller has represented that either (a) the value of the
related Mortgaged
Property
as of the date the Mortgage Loan was
originated
was not less than the
appraised
value of such property
at the
time
of
origination
of the
refinanced
Mortgage
Loan or (b) the
Loan-to-Value
Ratio
of the
Mortgage
Loan
as of the
date
of
origination
of the
Mortgage
Loan
generally
meets
the
Company's
underwriting guidelines;
(xvi)
Interest on each Mortgage
Loan is
calculated on the basis of a 360-day year
consisting of twelve 30-day
months;
(xvii)
None of the Mortgage Loans contain in the related Mortgage File a
Destroyed Mortgage Note;
(xviii)
None of the Mortgage Loans has been made to an International
Borrower,
and no such Mortgagor is a member
of a foreign diplomatic mission with diplomatic rank;
(xix)
No Mortgage Loan provides for payments
that are subject to reduction by
withholding
taxes levied by any
foreign (non-United States) sovereign government; and
(xx)
None of the Mortgage
Loans is an Additional
Collateral
Loan and none of the Mortgage Loans is a Pledged
Asset Loan.
It is
understood
and agreed that the
representations
and
warranties
set forth in this Section
2.03(b)
shall
survive delivery of the respective Custodial Files to the Trustee
or the Custodian.
Upon
discovery by any of the Company,
the Master
Servicer,
the Trustee or the Custodian of a breach of
any of the
representations
and warranties set forth in this Section 2.03(b) that materially
and adversely affects
the interests of the
Certificateholders
in any Mortgage Loan, the party discovering such breach shall give
prompt
written
notice to the other parties (the
Custodian
being so obligated
under a Custodial
Agreement);
provided,
however,
that in the event of a breach of the representation and warranty
set forth in Section
2.03(b)(xii),
the
party
discovering
such
breach
shall
give such
notice
within
five days of
discovery.
Within 90 days of its
discovery
or its
receipt of notice of breach,
the
Company
shall
either (i) cure such
breach in all
material
respects
or (ii)
purchase
such
Mortgage
Loan from the Trust Fund at the
Purchase
Price and in the manner set
forth in Section
2.02;
provided
that the Company
shall have the option to
substitute
a
Qualified
Substitute
Mortgage Loan or Loans for such Mortgage Loan if such
substitution
occurs within two years
following the Closing
Date;
provided
that if the
omission
or defect
would
cause the
Mortgage
Loan to be other
than a
"qualified
mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or repurchase must occur
within 90 days from
the date such breach was discovered.
Any such
substitution
shall be effected by the Company under the same terms
and conditions as provided in Section 2.04 for
substitutions by Residential
Funding.
It is understood and agreed
that the
obligation
of the Company to cure such breach or to so purchase or
substitute
for any Mortgage Loan as
to which such a breach has occurred and is
continuing
shall
constitute
the sole remedy
respecting
such breach
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Section
2.04
Representations and Warranties of Sellers. (See Section 2.04 of the
Standard Terms)
Section
2.05
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing Interests in
REMIC I Certificates.
The Trustee
acknowledges
the
assignment
to it of the Mortgage
Loans and the delivery of the Custodial
Files to it, or the Custodian on its behalf,
subject to any exceptions
noted,
together with the assignment to it
of all
other
assets
included
in the
Trust
Fund
and/or
the
applicable
REMIC,
receipt
of which is
hereby
acknowledged.
Concurrently
with such
delivery and in exchange
therefor,
the
Trustee,
pursuant to the written
request of the Company
executed by an officer of the
Company,
has executed
and caused to be
authenticated
and
delivered
to or upon the order of the
Company
the Class
R-I
Certificates
in
authorized
denominations
which
together with the Uncertificated REMIC I Regular Interests,
evidence the beneficial interest in REMIC I.
Section
2.06
Conveyance of Uncertificated REMIC I Regular Interests; Acceptance
by the Trustee.
The Company,
as of the Closing
Date,
and
concurrently
with the execution
and delivery
hereof,
does
hereby
assign
without
recourse
all the right,
title and
interest of the Company in and to the
Uncertificated
REMIC I Regular
Interests to the Trustee for the benefit of the Holders of each
Class of Certificates
(other than
the Class R-I
Certificates).
The Trustee
acknowledges
receipt of the
Uncertificated
REMIC I Regular Interests
and
declares
that it holds and will hold the same in trust for the
exclusive
use and benefit of all present and
future Holders of each Class of
Certificates
(other than the Class R-I
Certificates).
The rights of the Holders
of each Class of Certificates
(other than the Class R-I Certificates) to receive
distributions
from the proceeds
of REMIC II in respect
of such
Classes,
and all
ownership
interests
of the
Holders
of such
Classes in such
distributions, shall be as set forth in this Agreement.
Section
2.07
Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee
acknowledges
the
assignment
to it of the
Uncertificated
REMIC I Regular
Interests
and,
concurrently
therewith and in exchange
therefor,
pursuant to the written
request of the Company
executed by an
officer of the
Company,
the Trustee has
executed
and caused to be
authenticated
and
delivered to or upon the
order of the
Company,
all
Classes
of
Certificates
(other
than the
Class
R-I
Certificates)
in
authorized
denominations, which evidence the ownership in the entire REMIC II.
Section
2.08
Purposes and Powers of the Trust. (See Section 2.08 of the Standard
Terms).
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01
Master Servicer to Act as Servicer.
(See Section 3.01 of the Standard Terms)
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement
of Subservicers' and Sellers' Obligations.
(See Section 3.02 of the Standard Terms)
Section 3.03
Successor Subservicers.
(See Section 3.03 of the Standard Terms)
Section 3.04
Liability of the Master Servicer.
(See Section 3.04 of the Standard Terms)
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
(See Section 3.05 of the Standard Terms)
Section 3.06
Assumption or Termination of Subservicing Agreements by Trustee.
(See Section
3.06 of the Standard Terms)
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account.
(See Section 3.07 of the Standard Terms)
Section 3.08
Subservicing Accounts; Servicing Accounts.
(See Section 3.08 of the Standard
Terms)
Section 3.09
Access to Certain Documentation and Information Regarding the
Mortgage Loans.
(See Section 3.09 of the Standard Terms)
Section 3.10
Permitted Withdrawals from the Custodial Account.
(See Section 3.10 of the
Standard Terms)
Section 3.11
Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(See
Section 3.11 of the Standard Terms)
Section 3.12
Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(See
Section 3.12 of the Standard Terms)
Section 3.13
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain Assignments.
(See Section 3.13 of the Standard Terms)
Section 3.14
Realization Upon Defaulted Mortgage Loans.
(See Section 3.14 of the Standard
Terms)
Section 3.15
Trustee to Cooperate; Release of Custodial Files (See Section 3.15
of the
Standard Terms).
Section 3.16
Servicing and Other Compensation; Compensating Interest.
(See Section 3.16 of
the Standard Terms)
Section 3.17
Reports to the Trustee and the Company.
(See Section 3.17 of the Standard
Terms)
Section 3.18
Annual Statement as to Compliance and Servicing Assessment.
(See Section 3.18
of the Standard Terms)
Section 3.19
Annual Independent Public Accountants' Servicing Report.
(See Section 3.19 of
the Standard Terms)
Section 3.20
Rights of the Company in Respect of the Master Servicer.
(See Section 3.20 of
the Standard Terms)
Section 3.21
Administration of Buydown Funds.
(See Section 3.21 of the Standard Terms)
Section 3.22
Advance Facility.
(See Section 3.22 of the Standard Terms)
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section
4.01
Certificate Account.
(See Section 4.01 of the Standard Terms)
Section
4.02
Distributions.
(a)
On each
Distribution
Date the Master
Servicer on behalf of the Trustee (or the Paying
Agent appointed by the Trustee) shall
distribute to the Master
Servicer,
in the case of a distribution
pursuant
to Section
4.02(a)(iii)
below, and to each
Certificateholder
of record on the next preceding Record Date (other
than as provided in Section 9.01 of the Standard
Terms
respecting the final
distribution)
either in immediately
available
funds (by wire
transfer
or
otherwise)
to the
account of such
Certificateholder
at a bank or other
entity having appropriate
facilities therefor,
if such
Certificateholder
has so notified the Master Servicer or
the Paying
Agent,
as the case may be, or, if such
Certificateholder
has not so notified the Master
Servicer or
the Paying
Agent by the Record
Date,
by check
mailed to such
Certificateholder
at the
address of such Holder
appearing in the Certificate
Register such
Certificateholder's
share (which share (A) with respect to each Class
of
Certificates
(other than any Subclass of the Class A-V
Certificates),
shall be based on the aggregate of the
Percentage
Interests
represented by Certificates of the applicable
Class held by such Holder or (B) with respect
to any
Subclass
of the Class A-V
Certificates,
shall be equal to the amount (if any)
distributed
pursuant
to
Section
4.02(a)(i) below to each Holder of a Subclass
thereof) of the following
amounts,
in the following order
of priority
(subject to the provisions of Section 4.02(b),
(c) and (e) below),
in each case to the extent of the
Available Distribution Amount:
(i)
to the Senior
Certificates
(other than the Class A-P
Certificates and on and
prior to the Accretion
Termination Date, the Accrual
Certificates to the extent of Accrual
Distribution
Amount),
on a pro rata basis based on Accrued
Certificate
Interest
payable on such
Certificates
with
respect to such
Distribution
Date,
Accrued
Certificate
Interest on such Classes of
Certificates
(or
Subclasses,
if any, with respect to the Class A-V
Certificates)
for such
Distribution
Date,
plus any
Accrued
Certificate
Interest
thereon
remaining
unpaid from any previous
Distribution
Date except as
provided in the last paragraph of this Section 4.02(a); and
(ii)
(W)
to the Class A-P
Certificates,
the Class A-P
Principal
Distribution
Amount (applied to reduce the Certificate Principal Balance of such
Senior Certificates);
(X)
to the Class A-11,
Class A-14,
Class A-15,
Class A-19,
Class A-25 and Class
A-26
Certificates,
in the
priorities
and
amounts
set
forth in
Section
4.02(b)(ii),
4.02(b)(iii),
4.02(b)(iv) and 4.02(b)(v), respectively, the related Accrual
Distribution Amounts; and
(Y)
to the Senior
Certificates
(other than the Class A-P,
Class A-2,
Class A-9,
Class A-22 and Class A-V
Certificates),
in the priorities
and amounts set forth in Section
4.02(b) and
(c),
the sum of the
following
(applied
to reduce the
Certificate
Principal
Balances
of such Senior
Certificates, as applicable):
(A)
the Senior Percentage for such Distribution Date times the sum of
the following:
(1)
the
principal
portion of each
Monthly
Payment due during the
related
Due Period on each
Outstanding
Mortgage
Loan (other than the related
Discount
Fraction of the
principal
portion of
such payment with respect to a Discount
Mortgage
Loan),
whether or not received on or
prior to the
related
Determination
Date,
minus
the
principal
portion
of any Debt
Service
Reduction
(other than the related Discount
Fraction of the principal
portion
of such Debt Service
Reductions
with
respect to each
Discount
Mortgage
Loan) which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2)
the Stated
Principal
Balance of any Mortgage Loan
repurchased
during the preceding
calendar month (or
deemed to have been so
repurchased in accordance
with Section
3.07(b) of the Standard
Terms)
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
preceding
calendar
month
(other
than
the
related
Discount
Fraction
of
such
Stated
Principal
Balance
or
shortfall with respect to each Discount Mortgage Loan); and
(3)
the principal portion of all other unscheduled
collections (other than Principal
Prepayments in Full and
Curtailments
and
amounts
received
in
connection
with
a
Cash
Liquidation
or REO
Disposition
of a Mortgage Loan
described in Section
4.02(a)(ii)(Y)(B)
of this Series
Supplement,
including without limitation
Insurance Proceeds,
Liquidation Proceeds and
REO Proceeds),
including Subsequent Recoveries,
received during the preceding calendar
month (or deemed to have been so
received in
accordance
with
Section
3.07(b) of the
Standard
Terms)
to the
extent
applied
by
the
Master
Servicer
as
recoveries
of
principal of the related
Mortgage Loan
pursuant to Section 3.14 of the Standard
Terms
(other than the related Discount
Fraction of the principal
portion of such unscheduled
collections, with respect to each Discount Mortgage Loan);
(B)
with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition
occurred during the
preceding
calendar month (or was deemed to have occurred
during such period in accordance
with
Section
3.07(b) of the Standard
Terms) and did not result in any Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess
Bankruptcy
Losses or Extraordinary
Losses, an amount equal to the
lesser of (a) the
Senior
Percentage
for such
Distribution
Date
times the
Stated
Principal
Balance
of such
Mortgage
Loan
(other
than
the
related
Discount
Fraction
of such
Stated
Principal
Balance,
with respect to each Discount Mortgage Loan) and (b) the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the related
unscheduled
collections
(including without limitation
Insurance Proceeds,
Liquidation Proceeds and REO Proceeds) to the
extent
applied by the Master
Servicer as recoveries
of principal of the related
Mortgage Loan
pursuant
to Section
3.14 of the
Standard
Terms (in each case
other than the
portion of such
unscheduled
collections,
with respect to a Discount
Mortgage
Loan,
included in clause (C) of
the definition of Class A-P Principal Distribution Amount);
(C)
the Senior
Accelerated
Distribution
Percentage for such
Distribution
Date times the
aggregate
of
all
Principal
Prepayments
in
Full
received
in
the
related
Prepayment
Period
and
Curtailments
received in the preceding
calendar month (other than the related Discount
Fraction of such
Principal Prepayments in Full and Curtailments, with respect to
each Discount Mortgage Loan);
(D)
any Excess Subordinate Principal Amount for such Distribution Date;
and
(E)
any amounts
described in subsection
(ii)(Y),
clauses (A), (B) and (C) of this Section
4.02(a),
as determined
for any previous
Distribution
Date,
which remain unpaid after
application
of
amounts
previously
distributed
pursuant
to this
clause (E) to the extent
that such
amounts
are not
attributable to Realized Losses which have been allocated to the
Subordinate Certificates; minus
(F)
the
Capitalization
Reimbursement
Amount for such
Distribution
Date,
other than the
related
Discount
Fraction
of any
portion
of that
amount
related
to each
Discount
Mortgage
Loan,
multiplied by a fraction,
the numerator of which is the Senior
Principal
Distribution
Amount,
without
giving effect to this clause (F), and the
denominator
of which is the sum of the principal
distribution
amounts for all Classes of Certificates
other than the Class A-P
Certificates,
without giving effect to
any reductions for the Capitalization Reimbursement Amount;
(iii)
if the
Certificate
Principal
Balances of the Subordinate
Certificates
have not been
reduced to zero,
to the Master
Servicer or a
Sub-Servicer,
by remitting
for deposit to the
Custodial
Account,
to the extent of and in reimbursement for any Advances or
Sub-Servicer
Advances previously made
with
respect
to any
Mortgage
Loan or REO
Property
which
remain
unreimbursed
in
whole
or in part
following the Cash
Liquidation or REO
Disposition of such Mortgage Loan or REO Property,
minus any such
Advances that were made with respect to delinquencies
that ultimately
constituted
Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv)
to the Holders of the Class M-1 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(v)
to the Holders of the Class M-1
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for such
Distribution
Date, minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(vii),
(ix), (xi),
(xiii),
(xiv) and (xv) of this Series
Supplement are insufficient
therefor,
applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi)
to the Holders of the Class M-2 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(vii)
to the Holders of the Class M-2
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates for such
Distribution
Date, minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)
(ix),
(xi),
(xiii),
(xiv) and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii)
to the Holders of the Class M-3 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(ix)
to the Holders of the Class M-3
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xi),
(xiii),
(xiv) and (xv) are insufficient
therefor,
applied in reduction of the Certificate
Principal Balance of the Class M-3 Certificates;
(x)
to the Holders of the Class B-1 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(xi)
to the Holders of the Class B-1
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xiii),
(xiv)
and (xv)
are
insufficient
therefor,
applied
in
reduction
of the
Certificate
Principal Balance of the Class B-1 Certificates;
(xii)
to the Holders of the Class B-2 Certificates,
the Accrued Certificate
Interest thereon
for such
Distribution
Date, plus any Accrued
Certificate
Interest
thereon
remaining
unpaid from any
previous Distribution Date, except as provided below;
(xiii)
to the Holders of the Class B-2
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates,
to the extent the
amounts
available
pursuant
to clause (x) of Sections
4.02(a)(xiv)
and (xv) are
insufficient
therefor,
applied in
reduction
of the
Certificate
Principal
Balance of the Class B-2 Certificates;
(xiv)
to the
Holders
of the
Class B-3
Certificates,
an
amount
equal to (x) the
Accrued
Certificate
Interest thereon for such Distribution
Date, plus any Accrued
Certificate
Interest thereon
remaining unpaid from any previous
Distribution
Date, except as provided below,
minus (y) the amount of
any Class A-P
Collection
Shortfalls
for such
Distribution
Date or
remaining
unpaid for all previous
Distribution
Dates,
to the extent the amounts
available
pursuant to clause (x) of Section
4.02(a)(xv)
are insufficient therefor;
(xv)
to the Holders of the Class B-3
Certificates,
an amount
equal to (x) the
Subordinate
Principal
Distribution
Amount for such Class of Certificates
for such
Distribution
Date minus (y) the
amount of any Class A-P
Collection
Shortfalls
for such
Distribution
Date or remaining
unpaid for all
previous
Distribution
Dates applied in reduction of the Certificate
Principal
Balance of the Class B-3
Certificates;
(xvi)
to the Senior
Certificates,
on a pro rata basis in
accordance
with their
respective
outstanding
Certificate
Principal Balances,
the portion,
if any, of the Available
Distribution Amount
remaining after the foregoing
distributions
applied to reduce the Certificate Principal Balances of such
Senior
Certificates,
but in no event more than the aggregate of the
outstanding
Certificate
Principal
Balances
of each
such
Class of
Senior
Certificates,
and
thereafter,
to each
Class of
Subordinate
Certificates
then
outstanding
beginning with such Class with the Highest
Priority,
any portion of the
Available
Distribution
Amount
remaining
after the Senior
Certificates
have been retired,
applied to
reduce the Certificate Principal Balance of each such Class of
Subordinate
Certificates,
but in no event
more than the outstanding
Certificate
Principal Balance of each such Class of Subordinate
Certificates;
and
(xvii)
to the Class R-II
Certificates,
the
balance,
if any, of the
Available
Distribution
Amount.
Notwithstanding
the
foregoing,
on any
Distribution
Date,
with
respect
to the Class of
Subordinate
Certificates
outstanding
on such
Distribution
Date with the Lowest
Priority,
or in the event the
Subordinate
Certificates are no longer outstanding,
the Senior
Certificates,
Accrued Certificate
Interest thereon remaining
unpaid from any previous
Distribution
Date will be
distributable
only to the extent that (1) a shortfall in the
amounts available to pay Accrued
Certificate
Interest on any Class of Certificates
results from an interest rate
reduction
in
connection
with a Servicing
Modification,
or (2) such unpaid
Accrued
Certificate
Interest
was
attributable to interest
shortfalls
relating to the failure of the Master Servicer to make any required
Advance,
or the
determination
by the Master
Servicer
that any proposed
Advance would be a
Nonrecoverable
Advance with
respect to the related
Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash
Liquidation
or REO
Disposition
or the related
Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds have not yet been
distributed to the Certificateholders.
(b)
Distributions
of principal on the Senior
Certificates on each
Distribution
Date will
be made as follows:
(i)
the Class A-P Principal
Distribution
Amount shall be distributed to the Class A-P Certificates,
until the Certificate Principal Balance thereof has been reduced to
zero;
(ii)
an amount equal to the Class A-27 Accrual
Distribution
Amount shall be distributed to the Class
A-25 Certificates and Class A-26 Certificates
concurrently,
on a pro rata basis in accordance with their
respective
Certificate
Principal
Balances,
until the Certificate
Principal Balances thereof have been
reduced to zero;
(iii)
an amount equal to the Class A-23 Accrual
Distribution
Amount shall be distributed to the Class
A-11 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
(iv)
an amount equal to the Class A-16 Accrual
Distribution
Amount shall be distributed first to the
Class A-14
Certificates
and Class A-15
Certificates,
concurrently,
on a pro rata basis in
accordance
with their respective
Certificate
Principal Balances,
until the Certificate
Principal Balances thereof
have been reduced to the Aggregate
Targeted
Principal
Balance for the Class A-14 Certificates and Class
A-15
Certificates
for that
Distribution
Date,
and
second to the Class
A-16
Certificates
until the
Certificate Principal Balance thereof has been reduced to zero;
(v)
an amount equal to the Class A-17 Accrual
Distribution
Amount shall be distributed first to the
Class A-19 Certificates
until the Certificate
Principal Balance thereof has been reduced to the Targeted
Principal
Balance for the Class A-19
Certificates
for that
Distribution
Date, and second to the Class
A-17 Certificates until the Certificate Principal Balance thereof
has been reduced to zero;
(vi)
the Senior Principal
Distribution
Amount shall be distributed to the Class R-I Certificates and
Class R-II
Certificates,
on a pro rata basis in accordance with their respective
Certificate
Principal
Balances, until the Certificate Principal Balances thereof have
been reduced to zero;
(vii)
the balance of the Senior Principal
Distribution
Amount remaining after the
distributions,
if
any, described in Section 4.02(b)(vi) above shall be distributed,
concurrently, as follows:
(1)
32.2134244271% of such amount shall be distributed in the following
manner and priority:
i.
first,
concurrently,
to the Class A-3 Certificates and Class A-18
Certificates,
an amount equal to the
Class
A-3/A-18
Lockout
Amount,
on a pro
rata
basis
in
accordance
with
their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal
Balances
thereof have been
reduced to zero;
ii.
second, any remaining amount shall be distributed concurrently as
follows:
1)
27.7077837598%
of such amount shall be distributed to the Class A-1
Certificates
until the
Certificate
Principal Balance of the Class A-1 Certificates has been reduced to
zero; and
2)
72.2922162402% of such amount shall be distributed in the following
manner and priority:
a)
first, to the Class A-24 Certificates
until the Certificate
Principal
Balances thereof has been reduced
to the Planned
Principal
Balance for the Class A-24 Certificates for that Distribution
Date;
b)
second,
any
remaining
amount to the
Class
A-25,
Class
A-26 and Class
A-27
Certificates
until the
aggregate
Certificate
Principal
Balance
thereof
has been
reduced to the
Aggregate
Planned
Principal
Balance for the Class A-25,
Class A-26 and Class A-27
Certificates
for that Distribution Date as follows:
i)
first,
concurrently,
to the Class A-25 Certificates and Class A-26 Certificates,
on a pro rata basis in
accordance with their
respective
Certificate
Principal
Balances,
until the
Certificate Principal Balances thereof have been reduced to zero;
and
ii)
second,
to the Class
A-27
Certificates,
until the
Certificate
Principal
Balance
of the Class
A-27
Certificates has been reduced to zero;
c)
third,
any
remaining
amount
shall be
distributed
to the
Class
A-28
Certificates
and
Class
A-29
Certificates,
on a pro rata
basis in
accordance
with
their
respective
Certificate
Principal Balances,
until the Certificate
Principal Balances thereof have been reduced
to zero;
d)
fourth,
any
remaining
amount
shall be
distributed
to the
Class
A-25,
Class
A-26 and
Class
A-27
Certificates
without regard to the Aggregate
Planned
Principal
Balance for the Class
A-25, Class A-26 and Class A-27 Certificates for that Distribution
Date as follows:
i)
first,
concurrently,
to the Class A-25 Certificates and Class A-26 Certificates,
on a pro rata basis in
accordance with their
respective
Certificate
Principal
Balances,
until the
Certificate Principal Balances thereof have been reduced to zero;
and
ii)
second,
to the Class
A-27
Certificates,
until the
Certificate
Principal
Balance
of the Class
A-27
Certificates has been reduced to zero; and
e)
fifth,
any remaining
amount shall be
distributed to the Class A-24
Certificates
without regard to the
Planned
Principal
Balance
for the
Class
A-24
Certificates
until
the
Certificate
Principal Balance thereof has been reduced to zero; and
iii.
third,
concurrently,
to the Class A-3 Certificates and Class A-18
Certificates,
on a pro rata basis in
accordance
with
their
respective
Certificate
Principal
Balances,
until
the
Certificate
Principal Balances thereof have been reduced to zero;
(2)
16.4780788054%
of such amount shall be distributed
concurrently to the Class A-4
Certificates
and
Class
A-5
Certificates,
on a pro rata
basis
in
accordance
with
their
respective
Certificate
Principal Balances, until the Certificate Principal Balances
thereof have been reduced to zero;
(3)
16.7193397607% of such amount shall be distributed in the following
manner and priority:
i.
first,
concurrently,
to the Class A-6 Certificates and Class A-20
Certificates,
an amount equal to the
Class
A-6/A-20
Lockout
Amount,
on a pro
rata
basis
in
accordance
with
their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal
Balances
thereof have been
reduced to zero;
ii.
second, any remaining amount, up to $331,710, shall be distributed
in the following manner and priority:
1)
first,
concurrently,
to the Class A-7
Certificates and Class A-8
Certificates,
on a pro rata basis in
accordance
with their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal Balances thereof have been reduced to zero; and
2)
second,
concurrently to the Class A-10 Certificates and Class A-30
Certificates,
on a pro rata basis in
accordance
with their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal Balances thereof have been reduced to zero;
iii.
third, any remaining amount shall be distributed in the following
manner and priority:
1)
first,
to the Class
A-11
Certificates,
until
the
Certificate
Principal
Balance
of the Class
A-11
Certificates has been reduced to zero; and
2)
second,
to the Class
A-23
Certificates,
until the
Certificate
Principal
Balance
of the Class
A-23
Certificates has been reduced to zero;
iv.
fourth,
any remaining
amount shall be distributed
concurrently to the Class A-7
Certificates and Class
A-8 Certificates,
on a pro rata basis in accordance with their respective
Certificate Principal
Balances, until the Certificate Principal Balances thereof have
been reduced to zero;
v.
fifth,
any remaining
amount shall be distributed
concurrently to the Class A-10
Certificates and Class
A-30
Certificates,
on a
pro
rata
basis
in
accordance
with
their
respective
Certificate
Principal Balances,
until the Certificate
Principal Balances thereof have been reduced to zero;
and
vi.
sixth,
any remaining
amount shall be distributed
concurrently to the Class A-6
Certificates
and Class
A-20
Certificates,
on a
pro
rata
basis
in
accordance
with
their
respective
Certificate
Principal Balances,
until the Certificate
Principal Balances thereof have been reduced to zero;
and
(4)
34.5891570068% of such amount shall be distributed in the following
manner and priority:
i.
first,
concurrently,
to the Class A-12 Certificates and Class A-21 Certificates,
an amount equal to the
Class
A-12/A-21
Lockout
Amount,
on a pro
rata
basis in
accordance
with
their
respective
Certificate
Principal
Balances,
until the
Certificate
Principal
Balances
thereof have been
reduced to zero;
ii.
second,
any remaining
amount shall be distributed to the Class A-13
Certificates
until the Certificate
Principal
Balance
thereof
has been
reduced to the
Planned
Principal
Balance
for the Class
A-13 Certificates for that Distribution Date;
iii.
third,
any
remaining
amount
shall
be
distributed
to the
Class
A-14,
Class
A-15 and
Class
A-16
Certificates
until the aggregate
Certificate
Principal Balance thereof has been reduced to the
Aggregate
Planned
Principal
Balance for the Class A-14, Class A-15 and Class A-16 Certificates
for that Distribution Date as follows:
1)
first,
concurrently to the Class A-14
Certificates and Class A-15
Certificates,
on a pro rata basis in
accordance
with
their
respective
Certificate
Principal
Balances,
until
the
aggregate
Certificate
Principal
Balances
thereof
have
been
reduced
to
the
Aggregate
Targeted
Principal
Balance
for the Class
A-14
Certificates
and Class A-15
Certificates
for that
Distribution Date;
2)
second, to the Class A-16 Certificates,
until the Certificate
Principal Balance thereof has been reduced
to zero; and
3)
third,
concurrently to the Class A-14
Certificates and Class A-15
Certificates,
on a pro rata basis in
accordance
with their
respective
Certificate
Principal
Balances,
without
regard to the
Aggregate
Targeted
Principal
Balance
for the
Class
A-14
Certificates
and
Class
A-15
Certificates for that
Distribution
Date, until the Certificate
Principal
Balances thereof
have been reduced to the zero;
iv.
fourth,
any remaining
amount shall be distributed to the Class A-19
Certificates
until the Certificate
Principal
Balance thereof has been reduced to the Targeted
Principal Balance for the Class A-19
Certificates for that Distribution Date;
v.
fifth,
to the Class
A-17
Certificates,
until
the
Certificate
Principal
Balance
of the Class
A-17
Certificates has been reduced to zero;
vi.
sixth,
to the Class A-19
Certificates,
without regard to the Targeted
Principal
Balance for the Class
A-19
Certificates for that
Distribution
Date, until the Certificate
Principal Balance thereof
has been reduced to zero;
vii.
seventh,
any
remaining
amount
shall be
distributed
to the Class
A-14,
Class
A-15 and
Class
A-16
Certificates,
without
regard to the
Aggregate
Planned
Principal
Balance for the Class A-14,
Class A-15 and Class A-16 Certificates, as follows:
1)
first,
concurrently,
to the Class A-14 Certificates and Class A-15 Certificates,
on a pro rata basis in
accordance
with
their
respective
Certificate
Principal
Balances,
until
the
aggregate
Certificate
Principal Balance thereof has been reduced to the Aggregate
Targeted
Principal
Balance for the Class A-14
Certificates and Class A-15
Certificates
for that
Distribution
Date; and
2)
second,
to the Class
A-16
Certificates,
until
the
Certificate
Principal
Balance
thereof
has been
reduced to zero; and
3)
third, concurrently, to the Class A-14 Certificates and Class A-15
Certificates,
without regard to the Aggregate Targeted Principal Balance for the
Class A-14 and Class
A-15 Certificates, on a pro rata basis in accordance with their
respective Certificate
Principal Balances, until the Certificate Principal Balances
thereof have been reduced to
zero;
viii.
eighth,
to the Class A-13
Certificates,
without regard to the Planned
Principal
Balance for the Class
A-13
Certificates,
until the Certificate
Principal
Balance of the Class A-13 Certificates has
been reduced to zero; and
ix.
ninth,
concurrently,
to the Class A-12 Certificates and Class A-21 Certificates,
on a pro rata basis in
accordance
with
their
respective
Certificate
Principal
Balances,
until
the
Certificate
Principal Balances thereof have been reduced to zero.
(c)
Notwithstanding
Section
4.02(b),
on or after the Credit
Support
Depletion
Date, an
amount equal to the Class A-P Principal
Distribution
Amount will be distributed to the Class A-P Certificates and
then the Senior
Principal
Distribution
Amount will be distributed to the remaining
Senior
Certificates
(other
than the Class A-P
Certificates
and the Class A-V
Certificates)
pro rata in
accordance
with their
respective
outstanding Certificate Principal Balances.
(d)
After the reduction of the
Certificate
Principal
Balances of the Senior
Certificates
(other
than the Class A-P
Certificates)
to zero but prior to the
Credit
Support
Depletion
Date,
the
Senior
Certificates
(other than the Class A-P
Certificates)
will be entitled to no further
distributions
of principal
thereon and the Available
Distribution
Amount will be
distributed
solely to the holders of the Class A-P, Class
A-V and Subordinate Certificates, in each case as described herein.
(e)
In addition to the foregoing
distributions,
with respect to any Subsequent Recoveries,
the Master
Servicer shall deposit such funds into the Custodial
Account
pursuant to Section
3.07(b)(iii) of the
Standard
Terms.
If,
after
taking into
account such
Subsequent
Recoveries,
the amount of a Realized
Loss is
reduced,
the amount of such Subsequent
Recoveries will be applied to increase the Certificate
Principal
Balance
of the Class of Subordinate
Certificates
with a Certificate
Principal Balance greater than zero with the highest
payment
priority to which
Realized
Losses,
other than Excess
Bankruptcy
Losses,
Excess Fraud Losses,
Excess
Special Hazard Losses and Extraordinary
Losses,
have been allocated,
but not by more than the amount of Realized
Losses
previously
allocated to that Class of
Certificates
pursuant to Section 4.05. The amount of any remaining
Subsequent
Recoveries
will be applied to increase
from zero the
Certificate
Principal
Balance of the Class of
Certificates
with the next lower payment
priority,
up to the amount of Realized Losses
previously
allocated to
that Class of Certificates
pursuant to Section 4.05. Any remaining
Subsequent
Recoveries will in turn be applied
to increase from zero the Certificate
Principal
Balance of the Class of Certificates
with the next lower payment
priority
up to the amount of
Realized
Losses
previously
allocated
to that Class of
Certificates
pursuant to
Section 4.05,
and so on.
Holders of such
Certificates
will not be entitled to any payment in respect of Accrued
Certificate
Interest on the amount of such
increases
for any
Interest
Accrual
Period
preceding
the Interest
Accrual Period that relates to the
Distribution
Date on which such increase
occurs.
Any such increases shall be
applied to the Certificate
Principal
Balance of each
Certificate of such Class in accordance with its respective
Percentage Interest.
(f)
Each
distribution
with
respect
to a
Book-Entry
Certificate
shall
be
paid to the
Depository,
as Holder
thereof,
and the Depository
shall be solely
responsible for crediting the amount of such
distribution
to the
accounts of its
Depository
Participants
in
accordance
with its normal
procedures.
Each
Depository
Participant
shall be responsible
for disbursing such
distribution to the Certificate
Owners that it
represents
and to each indirect
participating
brokerage
firm (a
"brokerage
firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing
funds to the Certificate
Owners that it represents.
None
of the
Trustee,
the
Certificate
Registrar,
the Company or the Master
Servicer
shall have any
responsibility
therefor.
(g)
Except as
otherwise
provided
in Section
9.01 of the
Standard
Terms,
if the Master
Servicer
anticipates that a final
distribution with respect to any Class of Certificates will be made
on the next
Distribution
Date, the Master
Servicer
shall,
no later than the
Determination
Date in the month of such final
distribution,
notify
the
Trustee
and the
Trustee
shall,
no
later
than two (2)
Business
Days
after
such
Determination
Date,
mail on such date to each Holder of such Class of
Certificates
a notice to the effect that:
(i) the Trustee
anticipates that the final
distribution
with respect to such Class of Certificates
will be made
on such
Distribution
Date but only upon
presentation
and
surrender of such
Certificates
at the office of the
Trustee or as otherwise
specified
therein,
and (ii) no interest shall accrue on such Certificates from and
after
the end of the related Interest Accrual Period.
In the event that
Certificateholders
required to surrender their
Certificates
pursuant to Section
9.01(c) of the Standard
Terms do not
surrender
their
Certificates
for final
cancellation,
the Trustee shall cause funds
distributable
with respect to such Certificates to be withdrawn from
the
Certificate
Account and credited to a separate escrow account for the benefit
of such
Certificateholders
as
provided in Section 9.01(d) of the Standard Terms.
(h)
On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
the
Accrued
Certificate
Interest that would otherwise be distributed to the Class A-16
Certificates will be added to
the
Certificate
Principal
Balance of the Class A-16
Certificates
and will be distributed to the Holders of the
Class A-14 Certificates and Class A-15 Certificates as
distributions of principal
pursuant to Section
4.02(b)(iv)
in reduction of the Certificate
Principal
Balances of the Class A-14
Certificates
and Class A-15
Certificates.
Any
distributions
of the
related
Accrual
Distribution
Amount to the Class
A-14
Certificates
and Class A-15
Certificates
will
reduce
the
Certificate
Principal
Balances
of the Class
A-14
Certificates
and Class A-15
Certificates
by such
amount.
The amount
that is added to the
Certificate
Principal
Balance of the Class A-16
Certificates
will
accrue
interest
at a rate of 6.50%
per
annum.
On each
Distribution
Date on or after
the
related
Accretion
Termination
Date, the entire Accrued
Certificate
Interest on the Class A-16 Certificates for
such date will be payable to the holders of the Class A-16
Certificates,
as interest,
to the extent not required
to be paid to the Class
A-14
Certificates
and Class A-15
Certificates
in order to fully
reduce the
aggregate
Certificate
Principal
Balance
of the Class
A-14
Certificates
and Class
A-15
Certificates
to the
Aggregate
Targeted
Principal
Balance for the Class A-14 Certificates and Class A-15 Certificates
for that Distribution Date
on the
Accretion
Termination
Date;
provided,
however,
that if the
Accretion
Termination
Date is the Credit
Support
Depletion
Date, the entire Accrual
Distribution
Amount for such date will be payable as interest to the
holders of the Class A-16 Certificates.
On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
the
Accrued
Certificate
Interest
that would
otherwise be
distributed
to the Class A-17
Certificates
will be added to the
Certificate
Principal
Balance of the Class A-17
Certificates and will be distributed to the Holders of the Class
A-19
Certificates as
distributions
of principal
pursuant to Section
4.02(b)(v) in reduction of the Certificate
Principal Balances of the Class A-19
Certificates.
Any distributions of the related Accrual
Distribution
Amount
to the Class A-19
Certificates
will reduce the Certificate
Principal
Balances of the Class A-19 Certificates by
such amount.
The amount that is added to the Certificate
Principal
Balance of the Class A-17
Certificates
will
accrue
interest
at a rate of 6.50%
per
annum.
On each
Distribution
Date on or after
the
related
Accretion
Termination
Date, the entire Accrued
Certificate
Interest on the Class A-17
Certificates
for such date will be
payable to the Holders of the Class A-17
Certificates,
as interest,
to the extent not required to be paid to the
Class A-19
Certificates in order to fully reduce the Certificate
Principal Balance of the Class A-19 Certificates
to the Targeted
Principal
Balance for the Class A-19
Certificates
for that
Distribution
Date on the Accretion
Termination Date; provided,
however,
that if the Accretion Termination Date is the Credit Support
Depletion Date,
the entire Accrual
Distribution
Amount for such date will be payable as interest to the holders of
the Class A-17
Certificates.
On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
the
Accrued
Certificate
Interest
that would
otherwise be
distributed
to the Class A-23
Certificates
will be added to the
Certificate
Principal
Balance of the Class A-23
Certificates and will be distributed to the Holders of the Class
A-11
Certificates as distributions of principal
pursuant to Section
4.02(b)(iii) in reduction of the Certificate
Principal Balances of the Class A-11
Certificates.
Any distributions of the related Accrual
Distribution
Amount
to the Class A-11
Certificates
will reduce the Certificate
Principal
Balance of the Class A-11
Certificates by
such amount.
The amount that is added to the Certificate
Principal
Balance of the Class A-23
Certificates
will
accrue
interest
at a rate of 6.50%
per
annum.
On each
Distribution
Date on or after
the
related
Accretion
Termination
Date, the entire Accrued
Certificate
Interest on the Class A-23
Certificates
for such date will be
payable to the Holders of the Class A-23
Certificates,
as interest,
to the extent not required to be paid to the
Class A-11
Certificates in order to fully reduce the Certificate
Principal Balance of the Class A-11 Certificates
to zero on the
Accretion
Termination
Date;
provided,
however,
that if the Accretion
Termination
Date is the
Credit Support
Depletion
Date, the entire Accrual
Distribution
Amount for such date will be payable as interest
to the holders of the Class A-23 Certificates.
On each
Distribution
Date
preceding
the
related
Accretion
Termination
Date,
the
Accrued
Certificate
Interest
that would
otherwise be
distributed
to the Class A-27
Certificates
will be added to the
Certificate
Principal
Balance of the Class A-27
Certificates and will be distributed to the Holders of the Class
A-25
Certificates and Class A-26
Certificates as distributions
of principal
pursuant to Section
4.02(b)(ii) in
reduction of the Certificate
Principal
Balances of the Class A-25 Certificates and Class A-26
Certificates.
Any
distributions
of
the
related
Accrual
Distribution
Amount
to the
Class
A-25
Certificates
and
Class
A-26
Certificates
will
reduce
the
Certificate
Principal
Balances
of the Class
A-25
Certificates
and Class A-26
Certificates
by such
amount.
The amount
that is added to the
Certificate
Principal
Balance of the Class A-27
Certificates
will
accrue
interest
at a rate of 6.50%
per
annum.
On each
Distribution
Date on or after
the
related
Accretion
Termination
Date, the entire Accrued
Certificate
Interest on the Class A-27 Certificates for
such date will be payable to the Holders of the Class A-27
Certificates,
as interest,
to the extent not required
to be paid to the Class
A-25
Certificates
and Class A-26
Certificates
in order to fully
reduce the
aggregate
Certificate
Principal
Balance of the Class A-25 Certificates and Class A-26 Certificates
to zero on the Accretion
Termination Date; provided,
however,
that if the Accretion Termination Date is the Credit Support
Depletion Date,
the entire Accrual
Distribution
Amount for such date will be payable as interest to the holders of
the Class A-27
Certificates.
Section
4.03
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange Act Reporting.
(See Section 4.03 of the Standard Terms)
Section
4.04
Distribution of Reports to the Trustee and the Company; Advances by
the Master Servicer. (See
Section 4.04 of the Standard Terms)
Section
4.05
Allocation of Realized Losses.
Prior to each
Distribution
Date,
the Master
Servicer
shall
determine
the total
amount of
Realized
Losses,
if any,
that
resulted
from
any Cash
Liquidation,
Servicing
Modification,
Debt
Service
Reduction,
Deficient
Valuation or REO
Disposition
that occurred during the related
Prepayment
Period or, in the case of a
Servicing
Modification
that
constitutes a reduction of the interest rate on a Mortgage
Loan,
the amount of the
reduction
in the
interest
portion of the Monthly
Payment due during the related Due Period.
The amount of each
Realized
Loss shall be evidenced by an Officers'
Certificate.
All
Realized
Losses,
other than Excess
Special
Hazard
Losses,
Extraordinary
Losses,
Excess
Bankruptcy
Losses or Excess Fraud
Losses,
shall be allocated as
follows:
first, to the Class B-3
Certificates,
until the Certificate
Principal Balance thereof has been reduced
to zero;
second,
to the Class B-2 Certificates
until the Certificate
Principal Balance thereof has been reduced
to zero; third, to the Class B-1 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fourth,
to the Class M-3 Certificates
until the Certificate
Principal Balance thereof has been reduced to
zero;
fifth, to the Class M-2
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero;
sixth, to the Class M-1
Certificates
until the Certificate
Principal
Balance thereof has been reduced to
zero; and,
thereafter,
if any such Realized Loss is on a Discount Mortgage Loan, to the
Class A-P Certificates in
an amount
equal to the
related
Discount
Fraction
of the
principal
portion
of the
Realized
Loss
until the
Certificate
Principal
Balance of the Class A-P
Certificates
has been reduced to zero, and the remainder of such
Realized Losses on the Discount
Mortgage Loans and the entire amount of such Realized
Losses on the
Non-Discount
Mortgage Loans shall be allocated among all Senior
Certificates
(other than the Class A-P
Certificates) on a pro
rata basis,
as described
below;
provided,
however,
that Realized Losses
otherwise
allocable to the Class A-6
Certificates
will be allocated to the Class A-20
Certificates,
until the
Certificate
Principal
Balance of the
Class
A-20
Certificates
has been
reduced
to
zero,
Realized
Losses
otherwise
allocable
to the
Class
A-7
Certificates
will be allocated
to the Class A-8
Certificates,
until the
Certificate
Principal
Balance of the
Class
A-8
Certificates
has been
reduced
to
zero,
Realized
Losses
otherwise
allocable
to the
Class
A-12
Certificates
will be allocated to the Class A-21
Certificates,
until the
Certificate
Principal
Balance of the
Class A-21
Certificates
has been
reduced to zero,
and
Realized
Losses
otherwise
allocable to the Class A-25
Certificates
will be allocated to the Class A-26
Certificates,
until the
Certificate
Principal
Balance of the
Class A-26
Certificates
has been reduced to zero.
The principal
portion of any Excess
Special
Hazard
Losses,
Excess
Bankruptcy
Losses,
Excess Fraud Losses and
Extraordinary
Losses on the Discount Mortgage Loans shall be
allocated
to the Class A-P
Certificates
in an amount
equal to the
related
Discount
Fraction
thereof and the
remainder
of the
principal
portion
and the entire
interest
portion of such
Realized
Losses on the
Discount
Mortgage
Loans and the entire
principal and interest
portion of such Realized
Losses on
Non-Discount
Mortgage
Loans will be allocated among the Senior
Certificates
(other than the Class A-P Certificates) and the Subordinate
Certificates, on a pro rata basis, as described below.
As used
herein,
an
allocation
of a Realized
Loss on a "pro rata
basis"
among two or more
specified
Classes of Certificates
means an allocation on a pro rata basis,
among the various Classes so specified,
to each
such Class of Certificates,
on the basis of their then outstanding
Certificate Principal Balances prior to giving
effect to distributions
to be made on such
Distribution
Date in the case of the principal
portion of a Realized
Loss or based on the Accrued
Certificate
Interest
thereon payable on such
Distribution
Date (without regard to
any
Compensating
Interest
for such
Distribution
Date) in the case of an interest
portion of a Realized
Loss.
Except as provided in the following
sentence,
any allocation of the principal
portion of Realized
Losses (other
than Debt
Service
Reductions)
to a Class of
Certificates
shall be made by reducing the
Certificate
Principal
Balance
thereof
by the
amount
so
allocated,
which
allocation
shall
be
deemed
to
have
occurred
on such
Distribution
Date;
provided that no such reduction shall reduce the aggregate
Certificate
Principal
Balance of
the Certificates
below the aggregate Stated Principal Balance of the Mortgage Loans;
provided
further,
that the
Certificate
Principal
Balance of the Accrual
Certificates
for purposes of this Section 4.05 shall be the lesser
of (a)
the
Certificate
Principal
Balance
of the
Accrual
Certificates
as of the
Closing
Date,
and (b) the
Certificate
Principal
Balance of the Accrual
Certificates
prior to giving effect to distributions to be made on
such
Distribution
Date.
Any
allocation
of the
principal
portion of Realized
Losses (other than Debt Service
Reductions) to the Subordinate
Certificates
then
outstanding with the Lowest Priority shall be made by operation
of the
definition
of
"Certificate
Principal
Balance" and by operation of the
provisions
of Section
4.02(a).
Allocations of the interest
portions of Realized
Losses (other than any interest rate reduction
resulting from a
Servicing
Modification)
shall
be made in
proportion
to the
amount
of
Accrued
Certificate
Interest
and by
operation of the
definition
of "Accrued
Certificate
Interest"
and by operation
of the
provisions
of Section
4.02(a).
Allocations
of the interest
portion of a Realized Loss
resulting
from an interest
rate
reduction in
connection
with a
Servicing
Modification
shall be made by
operation
of the
provisions
of
Section
4.02(a).
Allocations
of the principal
portion of Debt Service
Reductions
shall be made by operation of the provisions of
Section 4.02(a).
All Realized Losses and all other losses
allocated to a Class of Certificates
hereunder will be
allocated
among the
Certificates
of such Class in
proportion to the
Percentage
Interests
evidenced
thereby;
provided that if any Subclasses of the Class A-V
Certificates
have been issued pursuant to Section 5.01(c) of the
Standard Terms,
such Realized Losses and other losses allocated to the Class A-V
Certificates
shall be allocated
among such
Subclasses in proportion to the
respective
amounts of Accrued
Certificate
Interest
payable on such
Distribution Date that would have resulted absent such reductions.
Section
4.06
Reports of Foreclosures and Abandonment of Mortgaged Property.
(See Section 4.06 of the
Standard Terms)
Section
4.07
Optional Purchase of Defaulted Mortgage Loans. (See Section 4.07 of
the Standard Terms)
Section
4.08
Surety Bond.
(See Section 4.08 of the Standard Terms)
ARTICLE V
THE CERTIFICATES
(SEE ARTICLE V OF THE STANDARD TERMS)
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section
6.01
Respective Liabilities of the Company and Master Servicer.
(See Section 6.01 of the Standard
Terms.)
Section
6.02
Merger or Consolidation of the Company or Master Servicer;
Assignment of Rights and Delegation
of Duties by the Master Servicer (See Section 6.02 of the Standard
Terms)..
Section
6.03
Limitation on Liability of the Company, Master Servicer and Others.
(See Section 6.03 of the
Standard Terms.)
Section
6.04
Company and Master Servicer Not to Resign.
(See Section 6.04 of the Standard Terms.)
ARTICLE VII
DEFAULT
(SEE ARTICLE VII OF THE STANDARD TERMS)
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01
Duties of Trustee.
(See Section 8.01 of the Standard Terms)
Section 8.02
Certain Matters Affecting the Trustee.
(See Section 8.02 of the Standard
Terms)
Section 8.03
Trustee Not Liable for Certificates or Mortgage Loans.
(See Section 8.03 of
the Standard Terms)
Section 8.04
Trustee May Own Certificates.
(See Section 8.04 of the Standard Terms)
Section 8.05
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(See
Section 8.05 of the Standard Terms)
Section 8.06
Eligibility Requirements for Trustee.
(See Section 8.06 of the Standard Terms)
Section 8.07
Resignation and Removal of Trustee.
(See Section 8.07 of the Standard Terms)
Section 8.08
Successor Trustee.
(See Section 8.08 of the Standard Terms)
Section 8.09
Merger or Consolidation of Trustee.
(See Section 8.09 of the Standard Terms)
Section 8.10
Appointment of Co-Trustee or Separate Trustee.
(See Section 8.10 of
the Standard Terms)
Section 8.11
Appointment of Custodian. (See Section 8.11 of the Standard Terms)
Section 8.12
Appointment of Office or Agency.
(See Section 8.12 of the Standard Terms).
ARTICLE IX
TERMINATION
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.
(a)
Subject to Section 9.02,
the
respective
obligations
and
responsibilities
of the Company,
the Master
Servicer and the Trustee
created hereby in respect of the
Certificates
(other than
