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-QO8
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS................................................................................7
Section 1.01.
Definitions.......................................................................7
Section 1.02.
Determination of
LIBOR...........................................................60
Section 1.03.
Use of Words and
Phrases.........................................................61
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................62
Section 2.01.
Conveyance of Mortgage
Loans.....................................................62
Section 2.02.
Acceptance by
Trustee............................................................62
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Company.62
Section 2.04.
Representations and Warranties of
Sellers........................................65
Section 2.05.
Execution and Authentication of Certificates/Issuance of
Certificates Evidencing
Interests in REMIC I, REMIC II-A, REMIC II-B and REMIC III
Certificates.........65
Section 2.06.
Conveyance of Uncertificated Regular Interests; Acceptance by the
Trustee........65
Section 2.07.
Issuance of Certificates Evidencing Interest in REMIC III and REMIC
IV...........66
Section 2.08.
Purposes and Powers of the
Trust.................................................66
Section 2.09.
Agreement Regarding Ability to
Disclose..........................................66
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................67
Section 3.01
Master Servicer to Act as
Servicer...............................................67
Section 3.02
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of
Subservicers' and Sellers'
Obligations..........................................67
Section 3.03
Successor
Subservicers...........................................................67
Section 3.04
Liability of the Master
Servicer.................................................67
Section 3.05
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders67
Section 3.06
Assumption or Termination of Subservicing Agreements by
Trustee..................67
Section 3.07
Collection of Certain Mortgage Loan Payments; Deposit to Custodial
Account.......67
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................69
Section 3.09.
Access to Certain Documentation and
Information Regarding the Mortgage Loans....69
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................69
Section 3.11.
Maintenance of the Primary Insurance
Policies; Collections Thereunder...........69
Section 3.12.
Maintenance of Fire Insurance and
Omissions and Fidelity Coverage...............69
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments......................................................................69
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................69
Section 3.15.
Trustee to Cooperate; Release of Mortgage
Files..................................69
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................69
Section 3.17.
Reports to the Trustee and the
Company...........................................70
Section 3.18.
Annual Statement as to
Compliance................................................70
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................70
Section 3.20.
Rights of the Company in Respect of the Master
Servicer..........................70
Section 3.21.
Administration of Buydown
Funds..................................................70
Section 3.22
Advance
Facility.................................................................70
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................71
Section 4.01.
Certificate
Account..............................................................71
Section 4.02.
Distributions....................................................................71
Section 4.03.
Statements to Certificateholders; Statements to the Rating
Agencies; Exchange
Act Reporting
..................................................................77
Section 4.04.
Distribution of Reports to the Trustee and the Company; Advances by
the Master
Servicer
.......................................................................77
Section 4.05.
Allocation of Realized
Losses....................................................79
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................81
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................81
Section 4.08.
Surety
Bond......................................................................81
Section 4.09.
Basis Risk Shortfall Reserve
Fund................................................81
Section 4.10
Deferred Interest Cap
Agreements.................................................82
Section 4.11
Yield Maintenance
Agreement......................................................83
ARTICLE V
THE
CERTIFICATES...............................................................
..........83
Section 5.01
The
Certificates.................................................................83
Section 5.02
Registration of Transfer and Exchange of
Certificates............................83
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates................................83
Section 5.04
Persons Deemed
Owners............................................................86
Section 5.05
Appointment of Paying
Agent......................................................86
Section 5.06
U.S.A. Patriot Act
Compliance....................................................86
ARTICLE VI
THE COMPANY AND THE MASTER
SERVICER.......................................................87
ARTICLE VII
DEFAULT...................................................................................88
ARTICLE VIII
CONCERNING THE
TRUSTEE....................................................................89
Section 8.01
Duties of Trustee and Grantor Trust
Trustee......................................89
Section 8.02
Certain Matters Affecting the Trustee and Grantor Trust
Trustee..................91
Section 8.03
Trustee and Grantor Trust Trustee Not Liable for Certificates or
Mortgage Loans..92
Section 8.04
Trustee and Grantor Trust Trustee May Own
Certificates...........................93
Section 8.05
Master Servicer to Pay Trustee's and Grantor Trust Trustee's Fees
and Expenses;
Indemnification
................................................................93
Section 8.06
Eligibility Requirements for
Trustee.............................................94
Section 8.07
Resignation and Removal of the Trustee and Grantor Trust
Trustee.................94
Section 8.08.
Successor Trustee and Successor Grantor Trust
Trustee............................96
Section 8.09.
Merger or Consolidation of
Trustee...............................................96
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee....................................97
Section 8.11.
Appointment of the
Custodian.....................................................97
Section 8.12.
Appointment of Office or
Agency..................................................97
Section 8.13.
Authorization of Deferred Interest Cap
Agreements...............................97
Section 8.14.
Authorization of Yield Maintenance
Agreement.....................................97
ARTICLE IX
TERMINATION...............................................................................98
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.... .......98
Section 9.02
Additional Termination
Requirements.............................................101
Section 9.03
Termination of Multiple
REMICs..................................................101
Section 9.04
Termination of Grantor
Trusts...................................................101
ARTICLE X
REMIC
PROVISIONS.........................................................................102
Section 10.01.
REMIC
Administration............................................................102
Section 10.02.
Master Servicer; REMIC Administrator and Trustee
Indemnification................102
Section 10.03.
Designation of
REMICs...........................................................102
Section 10.04.
Distributions on the REMIC I Regular
Interests..................................102
Section 10.05.
Compliance with Withholding
Requirements........................................103
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................103
Section 11.01.
Amendment.......................................................................103
Section 11.02.
Recordation of Agreement;
Counterparts..........................................103
Section 11.03.
Limitation on Rights of
Certificateholders......................................103
Section 11.04.
Governing
Law...................................................................103
Section 11.05.
Notices.........................................................................103
Section 11.06.
Required Notices to Rating Agency and
Subservicer...............................104
Section 11.07.
Severability of
Provisions......................................................104
Section 11.08.
Supplemental Provisions for
Resecuritization....................................104
Section 11.09.
Allocation of Voting
Rights.....................................................104
Section 11.10.
No
Petition.....................................................................105
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................106
EXHIBITS
Exhibit One:
Mortgage Loan Schedule
Exhibit Two:
Information to be Included in Monthly Distribution Date Statement
Exhibit Three:
Standard Terms of Pooling and Servicing Agreement, dated as of
October 30, 2006
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 Three hereto
(the "Standard Terms" and,
together with this
Series
Supplement,
the "Pooling and Servicing
Agreement" or "Agreement"),
among
RESIDENTIAL
ACCREDIT LOANS,
INC., as the company
(together with its permitted
successors and assigns,
the "Company"),
RESIDENTIAL FUNDING COMPANY,
LLC, as master servicer (together
with its permitted
successors and assigns,
the "Master Servicer"),
and DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee and Grantor
Trust 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.
The terms and
provisions
of the
Standard
Terms are hereby
incorporated
by
reference
herein as though set forth in full
herein.
If any term or
provision
contained
herein
shall
conflict
with or be
inconsistent
with any
provision
contained in the
Standard Terms, the terms and provisions of this Series
Supplement shall govern.
All capitalized
terms not otherwise
defined herein
shall have the meanings set forth in the Standard
Terms.
The Pooling and
Servicing
Agreement
shall be dated as of the date of this
Series Supplement.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Mortgage Loans and certain other related
assets
subject to this Agreement (but excluding the Basis Risk Shortfall
Reserve Fund) as a
real estate
mortgage
investment
conduit (a "REMIC") for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated as "REMIC I." The Class R-I
Certificates
will represent the sole Class of "residual
interests" in REMIC I for purposes of
the REMIC
Provisions
(as defined
herein) under federal income tax law. The Class R-I
Certificates
will not bear interest or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC I Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of the "regular interests" in REMIC I
(the "REMIC I
Regular
Interests").
The "latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular
Interest
shall be the Maturity
Date.
None of the REMIC I Regular
Interests
will be
certificated.
Uncertificated
REMIC I
----------------------------
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
LT1
Variable(1)
$850,682,654.15
LT2
Variable(1)
$41,980.69
LT3
0.00%
$43,100.40
LT4
Variable(1)
$43,100.40
LT5
Variable(1)
$449,601,029.66
LT6
Variable(1)
$22,483.42
LT7
0.00%
$22,483.42
LT8
Variable(1)
$22,483.42
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II-A
As provided
herein,
the REMIC
Administrator
will elect to treat the
segregated
pool of assets
consisting of the REMIC I
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated pool of assets will be designated as "REMIC II-A."
Component I of the Class R-II
Certificates
will
represent
the sole Class of "residual
interests" in REMIC II-A for purposes of the
REMIC
Provisions
under
federal
income
tax law.
Component
I of the
Class
R-II
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC II-A Pass-Through
Rate") and initial
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC II-A (the
"REMIC II-A
Regular
Interests").
The "latest
possible
maturity
date"
(determined
solely for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC II-A
Regular
Interest
shall be the Maturity
Date.
None of the REMIC II-A
Regular Interests will be certificated.
Uncertificated
REMIC II-A
-------------------------
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
Y-1
Variable(1)
$425,405.42
Y-2
Variable(1)
$224,833.47
Z-1
Variable(1)
$850,385,430.21
Z-2
Variable(1)
$449,443,646.46
I-AX-LT
Variable(1)
N/A
II-AX-LT
Variable(1)
N/A
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC
II-A Pass-Through Rate.
REMIC II-B
As provided herein,
the REMIC
Administrator
will elect to treat the segregated pool of assets
consisting of the REMIC II-A
Regular
Interests as a REMIC for federal income tax purposes,
and such
segregated pool of assets will be designated as "REMIC II-B."
Component II of the Class R-II
Certificates
will
represent the sole Class of "residual
interests" in REMIC II-B for purposes of the
REMIC
Provisions
under
federal
income
tax law.
Component
II of the Class
R-II
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following table
irrevocably
sets forth the
designation,
remittance rate (the
"Uncertificated
REMIC II-B Pass-Through
Rate") and initial
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC II-B (the
"REMIC II-B
Regular
Interests").
The "latest
possible
maturity
date"
(determined
solely for
purposes
of
satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for each REMIC II-B
Regular
Interest
shall be the Maturity
Date.
None of the REMIC II-B
Regular Interests will be certificated.
Uncertificated
REMIC II-B
-------------------------
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
LT1
Variable(1)
$1,299,630,684.71
LT2
Variable(1)
$61,703.90
LT3
Variable(1)
$68,344.03
LT4
Variable(1)
$68,344.03
LT-Y1
Variable(1)
$425,405.42
LT-Y2
Variable(1)
$224,833.47
I-AX-LT
Variable(2)
N/A
II-AX-LT
Variable(2)
N/A
____________
(1)
Calculated as provided in the definition of Uncertificated REMIC
II-B Pass-Through Rate.
(2)
REMIC II-B Regular
Interest I-AX-LT will not have an
Uncertificated
REMIC II-B
Pass-Through
Rate, but will be entitled to
100% of all amounts paid or deemed paid on REMIC II-A Regular
Interest
I-AX-LT.
REMIC II-B Regular
Interest
II-AX-LT will
not have an Uncertificated
REMIC II-B
Pass-Through
Rate, but will be entitled to 100% of all amounts paid or deemed
paid on
REMIC II-A Regular Interest II-AX-LT.
REMIC III
As provided herein,
the REMIC
Administrator
will elect to treat the segregated pool of assets
consisting of the REMIC II-B
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III.
The Class R-III
Certificates
will represent the sole Class of "residual
interests" in REMIC III for purposes of the REMIC Provisions
under
federal
income tax law. The Class R-III
Certificates
will not bear
interest or have a
Certificate
Principal
Balance.
The
following table irrevocably sets forth the designation,
Pass-Through Rate,
aggregate Initial Certificate
Principal Balance,
certain
features,
Maturity Date, initial ratings and minimum
denominations for each Class of
Certificates that evidence "regular
interests"
in REMIC III and REMIC III Regular
Interests SB-IO and SB-PO (the
"REMIC III
Regular
Interests") and the Class P Certificates.
The
"latest possible
maturity date" (determined
solely for purposes of satisfying
Treasury
Regulation Section 1.860G-1(a)(4)(iii))
for
each
REMIC III
Regular
Interest
shall
be the
Maturity
Date.
REMIC
III
Regular
Interests
SB-IO,
SB-PO
and IO
will
not be
certificated.
gAggregate Initial
Pass-Throu
Certificate
Maturity
S&P/
Minimum
Designation
Rate
Principal Balance
Features
Date
Moody's
Denominations
Class I-A1AU
Adjustable
$279,809,000.00
Underlying/Super
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/ Adjustable
Rate
Class I-A1B
Adjustable
$51,570,000.00
Senior
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Support/Adjustable
Rate
Class I-A2AU
Adjustable
$132,653,000.00
Underlying/Super
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/ Adjustable
Rate
Class I-A3A
Adjustable
$186,854,000.00
Super
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/Adjustable Rate
Class I-A3B
Adjustable
$32,974,000.00
Senior
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Support/Adjustable
Rate
Class I-A4A
Adjustable
$34,840,000.00
Super
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/Adjustable Rate
Class I-A4B
Adjustable
$3,871,000.00
Senior
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Support/Adjustable
Rate
Class I-A5AU
Adjustable
$51,666,000.00
Underlying/Super
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Senior/Adjustable Rate
Class II-A
Adjustable
$409,198,000.00
Senior/Adjustable Rate
October 25, 2046
AAA/Aaa
$25,000.00
Rate(1)(2)
Class I-AX
Variable
$0.00
Senior/Variable
October 25, 2046
AAA/Aaa
$2,000,000.00
Rate (3)
Rate/Interest Only
Class II-AX
Variable
$0.00
Senior/Variable
October 25, 2046
AAA/Aaa
$2,000,000.00
Rate(4)
Rate/Interest Only
Class M-1
Adjustable
$24,058,000.00
Mezzanine/Adjustable
October 25, 2046
AA+/Aaa
$25,000.00
Rate(1)(2)
Rate
Class M-2
Adjustable
$23,408,000.00
Mezzanine/Adjustable
October 25, 2046
AA/Aa1
$25,000.00
Rate(1)(2)
Rate
Class M-3
Adjustable
$9,753,000.00
Mezzanine/Adjustable
October 25, 2046
AA-/Aa1
$25,000.00
Rate(1)(2)
Rate
Class M-4
Adjustable
$14,955,000.00
Mezzanine/Adjustable
October 25, 2046
A+/Aa3
$25,000.00
Rate(1)(2)
Rate
Class M-5
Adjustable
$6,502,000.00
Mezzanine/Adjustable
October 25, 2046
A/A1
$250,000.00
Rate(1)(2)
Rate
Class M-6
Adjustable
$6,502,000.00
Mezzanine/Adjustable
October 25, 2046
A-/A2
$250,000.00
Rate(1)(2)
Rate
Class M-7
Adjustable
$7,152,000.00
Mezzanine/Adjustable
October 25, 2046
BBB+/A3
$250,000.00
Rate(1)(2)
Rate
Class M-8
Adjustable
$5,852,000.00
Mezzanine/Adjustable
October 25, 2046
BBB-/Baa2
$250,000.00
Rate(1)(2)
Rate
Class M-9
Adjustable
$6,502,000.00
Mezzanine/Adjustable
October 25, 2046
NA/Baa3
$250,000.00
Rate(1)(2)
Rate
SB-IO
(5)
N/A
Subordinate/Interest
October 25, 2046
N/R
N/A
Only
SB-PO((6))
N/A
$12,360,315.63
Subordinate/Principal
October 25, 2046
N/R
N/A
Only
Class P((7))
N/A
N/A
Prepayment Charge
October 25, 2046
N/R
N/A
(1)
The REMIC III
Regular
Interests,
ownership of which is represented by the Class I-A,
Class II-A and Class M
Certificates,
will accrue
interest at a per annum rate equal LIBOR plus the related
Margin,
and each subject to a payment cap, as described in the
definition of
"Pass-Through
Rate," and the provisions
for the payment of Basis Risk
Shortfalls
herein,
which payments will not be
part of the entitlement of the REMIC III Regular Interests related
to such Certificates.
(2)
The Class A
Certificates
and Class M
Certificates
will also entitle
their
holders to receive
certain
payments from the
Holder of the Class SB
Certificates
from amounts to which the Holder of the Class SB
Certificates
is entitled,
which will not be a
part of their ownership of the related REMIC III Regular Interests.
(3)
The REMIC III Regular Interest,
ownership of which is represented by the Class I-AX
Certificates,
will accrue interest at a
per annum rate equal to the excess,
if any, of (x) the Group I Net WAC Rate over (y) the
product of (1)
initially,
LIBOR plus 0.20%
per annum,
and on and after the first
Distribution
Date after the first possible
Optional
Termination
Date,
LIBOR plus 0.40% per
annum, and (2) the actual number of days in the related Interest
Accrual Period divided by 30.
(4)
The REMIC III Regular Interest,
ownership of which is represented by the Class II-AX Certificates,
will accrue interest at a
per annum rate equal to the excess,
if any, of (x) the Group II Net WAC Rate over (y) the product of
(1)
initially,
LIBOR plus 0.20%
per annum,
and on and after the first
Distribution
Date after the first possible
Optional
Termination
Date,
LIBOR plus 0.40% per
annum, and (2) the actual number of days in the related Interest
Accrual Period divided by 30.
(5)
REMIC III Regular
Interest SB-IO shall have no entitlement to principal,
and shall be entitled to
distributions of interest
subject to the terms and conditions
hereof, in an aggregate amount equal to the aggregate
interest
distributable with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
(6)
REMIC III
Regular
Interest SB-PO shall have no entitlement to interest,
and shall be entitled to distributions of principal
subject to the terms and conditions
hereof,
in aggregate
amount equal to the initial
Overcollateralization
Amount
pursuant to the
terms and conditions hereof.
(7)
The Class P Certificates will not represent ownership of an
interest in any REMIC.
REMIC IV
As provided herein,
the REMIC
Administrator will make an election to treat the segregated pool of
assets consisting of REMIC
III
Regular
Interests
SB-IO and SB-PO as a REMIC for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated as "REMIC IV." The Class R-X
Certificates
will
represent the sole Class of "residual
interests" in REMIC IV for purposes
of the REMIC
Provisions
under
federal
income tax law.
The Class R-X
Certificates
will not bear
interest
or have a
Certificate
Principal
Balance.
The following table irrevocably sets forth the designation,
Pass-Through Rate and initial
Certificate
Principal
Balance
for the single
"regular
interest"
in REMIC IV (the
"REMIC IV Regular
Interest").
The
"latest
possible
maturity
date"
(determined
solely for purposes of satisfying
Treasury
regulation
Section
1.860G-1(a)(4)(iii))
for the REMIC IV Regular
Interest
shall be the Maturity Date.
Initial Certificate
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
SB
Variable(1)
October 25, 2046
$12,360,315.63
____________
(1)
The Class SB
Certificates will accrue interest as described in the definition of
Accrued Certificate
Interest.
The Class SB
Certificates will not accrue interest on their Certificate
Principal
Balance.
The REMIC IV Regular Interest will not have a
Pass-Through
Rate, but will be entitled to 100% of all amounts paid or deemed
paid on REMIC III Regular
Interests
SB-IO and
SB-PO.
The
Group I Loans
have an
aggregate
Cut-off
Date
Principal
Balance
equal to
$950,810,835.63.
The
Group I Loans
are
payment-option
adjustable-rate
first lien mortgage loans with a negative amortization feature
having terms to maturity at origination
or
modification
of generally not more than 40 years.
The Group II Loans have an aggregate
Cut-off Date
Principal
Balance equal to
$449,668,480.00.
The Group II Loans are payment option adjustable rate first lien
mortgage loans with a negative
amortization feature
having terms to maturity at origination or modification of
generally not more than 40 years.
In
consideration
of the mutual
agreements
herein
contained,
the Company,
the Master
Servicer and the Trustee
agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01......Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accrued Certificate
Interest:
With respect to each Distribution Date and (a) each Class of Class
A
Certificates and Class M
Certificates,
interest
accrued during the related Interest Accrual Period on the
Certificate
Principal
Balance thereof
immediately
prior
to such
Distribution
Date at the
related
Pass-Through
Rate
for
that
Distribution
Date
and (b)
each
Class
of Class X
Certificates,
interest accrued during the related Interest
Accrual Period on the related
Notional Amount
immediately
prior to that
Distribution Date at the related Pass-Through Rate.
The amount of
Accrued
Certificate
Interest
on each
Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls on the related
Mortgage Loans during the prior calendar month to the extent not
covered by Compensating
Interest
pursuant to Section 3.16,
by Relief Act Shortfalls on the related
Mortgage Loans during the related Due Period,
and, with respect to
each Class of Class A Certificates (other than the Grantor Trust
Certificates) and Class M Certificates,
by any Net Deferred Interest
on the related
Mortgage
Loans
allocable to such Class of
Certificates
for that
Distribution
Date.
The portion of any Prepayment
Interest
Shortfalls or Relief Act Shortfalls
allocated to the Class A
Certificates
will be based upon the related Senior Percentage
of all such
reductions
with
respect to the related
Mortgage
Loans,
such
reductions
to be
allocated
among the related
Class A
Certificates,
pro rata, on the basis of Accrued
Certificate
Interest payable on such Distribution Date absent such reductions,
with
the
remainder
of such
reductions
allocated
among the Holders of all
Classes of Class M
Certificates,
pro rata,
on the basis of
Accrued
Certificate
Interest payable on such
Distribution
Date absent such reductions.
Net Deferred
Interest will be allocated to
each Class of Certificates as described in Section 4.02(i).
Accrued
Certificate
Interest
with respect for any
Distribution
Date shall
further be reduced by the interest
portion of
Realized Losses allocated to any Class of Certificates pursuant to
Section 4.05.
Accrued
Certificate
Interest with respect to the Class A Certificates and Class M
Certificates
shall accrue on the basis of
a 360-day year and the actual number of days in the related
Interest
Accrual
Period.
Accrued
Certificate
Interest with respect to
the Class X Certificates shall accrue on the basis of a 360-day
year divided into twelve 30-day months.
With respect to each Distribution Date and the Class SB
Certificates,
interest accrued during the preceding Interest Accrual
Period at the related
Pass-Through Rate on the Notional Amount as specified in the
definition of Pass-Through Rate,
immediately prior
to such
Distribution
Date,
reduced by any interest
shortfalls with respect to the Mortgage
Loans,
including
Prepayment
Interest
Shortfalls
to the
extent
not
covered
by
Compensating
Interest
pursuant
to
Section 3.16
or by Excess
Cash Flow
pursuant
to
Section 4.02(c)(iii)
and (iv). Accrued Certificate
Interest on the Class SB
Certificates shall accrue on the basis of a 360-day year
and the actual number of days in the related Interest Accrual
Period.
Adjustment
Date:
With
respect
to each
Mortgage
Loan,
each
date set
forth
in the
related
Mortgage
Note on which an
adjustment to the interest rate on such Mortgage Loan becomes
effective.
Available
Distribution
Amount:
As to any
Distribution
Date, and as calculated
separately for each Loan Group,
an amount
equal to (a) the sum of (i) the amount
relating to the Mortgage
Loans in the related Loan Group on deposit in the
Custodial
Account
as of the close of business
on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial Account in connection with the
substitution of Qualified
Substitute
Mortgage Loans, (ii) the amount of any
Advance made on the immediately
preceding
Certificate
Account Deposit Date, (iii) any amount deposited in the Certificate
Account on
the related
Certificate
Account Deposit Date pursuant to the second
paragraph of Section
3.12(a),
(iv) any amount deposited in the
Certificate
Account
pursuant to Section 4.07 or Section
9.01,
(v) any amount that the Master
Servicer is not permitted to withdraw
from the Custodial
Account or the Certificate
Account pursuant to Section
3.16(e),
(vi) the proceeds of any Pledged Assets received
by the Master Servicer,
reduced by (b) the sum as of the close of business on the
immediately preceding
Determination Date of (v) any
payments or
collections
consisting
of Prepayment
Charges on the Mortgage
Loans that were
received
during the related
Prepayment
Period; (w) aggregate
Foreclosure
Profits,
(x) the Amount Held for Future
Distribution and (y) amounts permitted to be withdrawn by
the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses
(ii)-(x),
inclusive,
of Section
3.10(a).
Basis Risk Shortfall:
o
With respect to the Class I-A
Certificates and Class II-A
Certificates
and any Distribution
Date on which the Pass-Through
Rate is based on the Net WAC Cap Rate,
an amount equal to the excess of
(i) Accrued
Certificate
Interest for that
Class calculated
at a rate equal to LIBOR plus the related Margin, over (ii) Accrued
Certificate
Interest for that
Class calculated
using the
related
Net WAC Cap Rate;
plus any
unpaid
related
Basis Risk
Shortfall
from prior
Distribution Dates, plus interest thereon,
to the extent not previously paid from Excess Cash Flow,
calculated at a
rate equal to LIBOR plus the related Margin.
o
With respect to any Class of Class M
Certificates and any
Distribution
Date on which the Pass-Through
Rate is based on the
Net WAC Cap Rate, an amount equal to the excess of (i) Accrued
Certificate
Interest for that
Class calculated at a
rate equal to LIBOR plus the related Margin, over (ii) Accrued
Certificate Interest calculated using the Net WAC Cap
Rate for the Class M
Certificates;
plus any
unpaid Basis
Risk Shortfall for the Class M
Certificates
from prior
Distribution Dates, plus interest thereon,
to the extent not previously paid from Excess Cash Flow,
calculated at a
rate equal to LIBOR plus the related Margin.
Basis Risk Shortfall Reserve Fund:
The reserve fund created pursuant to Section 4.09.
Basis Risk Shortfall Reserve Fund Amount:
$290,000.00.
Book-Entry Certificate:
The Class A Certificates and Class M Certificates.
Cap Deferred
Interest Amount:
As of any Distribution
Date and with respect to each Grantor Trust
Certificate,
the amount,
if any, of Net Deferred Interest allocated to the related
Underlying Certificate,
as applicable,
on prior Distribution Dates that was
covered by previous
payments made by the Deferred
Interest Cap Agreement
Provider and remains
unreimbursed as of such
Distribution
Date.
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date and Loan
Group,
the amount of
Advances
or
Servicing
Advances that were added to the Stated
Principal
Balance of the Mortgage Loans in such Loan Group during the prior
calendar month and
reimbursed to the Master
Servicer or
Subservicer on or prior to such
Distribution
Date pursuant to Section
3.10(a)(vii),
plus the
Capitalization
Reimbursement
Shortfall Amount remaining
unreimbursed
from any prior
Distribution Date and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date.
Capitalization
Reimbursement
Shortfall
Amount: As to any Distribution Date and Loan Group, the amount, if
any, by which the
amount of Advances or Servicing
Advances
that were added to the Stated
Principal
Balance of the
Mortgage
Loans in such Loan Group
during the preceding
calendar
month
exceeds the amount of principal
payments on the Mortgage
Loans
included in the portion of the
Available Distribution Amount related to that Loan Group and
Distribution Date.
Certificate:
Any Class A, Class M, Class P, Class SB, Class X 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-QO8" and which must be an Eligible
Account.
Certificate
Principal
Balance:
With
respect
to
any
Class
A
Certificate
or
Class
M
Certificate,
on
any
date
of
determination,
an amount equal to (i) the Initial
Certificate
Principal Balance of such Certificate as specified on the face
thereof
plus (ii) an amount equal to the aggregate Net Deferred
Interest added to the
Certificate
Principal
Balance thereof (other than the
Grantor Trust
Certificates)
prior to such date of determination,
minus (iii) the sum of (x) the aggregate of all amounts
previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate
Principal Balance
thereof pursuant to Section 4.02(c) and (y), the aggregate of all
reductions in Certificate
Principal
Balance deemed to have occurred
in connection with Realized Losses which were previously
allocated to such
Certificate (or any predecessor
Certificate)
pursuant to
Section
4.05;
provided,
that with
respect to any
Distribution
Date,
the
Certificate
Principal
Balances
of (i) the
Class I-A
Certificates and
Class M Certificates
will be increased,
in each case to the extent of Realized Losses previously
allocated thereto
and remaining
unreimbursed,
by the Subsequent Recovery
Allocation Amount for Loan Group I in the following order of
priority:
first
to the Class I-A
Certificates,
pro rata, and then to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class
M-9 Certificates,
in that order and (ii) the Class II-A
Certificates and Class M Certificates will be increased,
in each case to the extent of Realized Losses
previously
allocated
thereto and remaining
unreimbursed,
by the Subsequent
Recovery
Allocation
Amount
for Loan Group II in the
following
order of
priority:
to the Class
II-A,
Class
M-1,
Class
M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8
and Class M-9
Certificates,
in that
order.
With
respect to any Class SB
Certificate, on any date of determination,
an amount equal to the Percentage Interest evidenced by such
Certificate,
multiplied by an
amount equal to (i) the excess,
if any, of (A) the then
aggregate
Stated
Principal
Balance of the Mortgage Loans over (B) the then
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
(other
than the
Grantor
Trust
Certificates)
and Class M
Certificates then
outstanding,
which represents the sum of (i) the Initial Principal Balance of
the REMIC III Regular Interest SB-PO,
as reduced by Realized Losses
allocated
thereto and payments
deemed made thereon,
and (ii) accrued and unpaid interest on the REMIC
III Regular
Interest SB-IO,
as reduced by Realized Losses
allocated
thereto.
The Class R Certificates
will not have a Certificate
Principal Balance.
Class A Certificates:
Collectively, the Class I-A Certificates and Class II-A
Certificates.
Class A Interest
Distribution
Priority:
With respect to each Class of Class A
Certificates and any Distribution
Date, the
amount available for payment of Accrued
Certificate
Interest thereon for that
Distribution
Date plus Accrued
Certificate
Interest
thereon remaining unpaid from any prior Distribution Date, in the
amounts and priority as follows:
o
first,
concurrently,
(i) to the Class I-A Certificates,
pro rata, from the Class I-A Interest Remittance Amount and (ii) to
the Class II-A Certificates from the Class II-A Interest Remittance
Amount;
o
second,
concurrently,
(i) to the Class I-A Certificates,
pro rata, from the remaining Class II-A Interest Remittance Amount
and (ii) to the Class II-A
Certificates,
from the remaining
Class I-A Interest
Remittance Amount, as needed after
taking into account any distributions in respect of interest on the
Class A Certificates made in first above;
o
third,
concurrently,
(i) from the Principal
Remittance
Amount related to Loan Group I to the Class I-A
Certificates,
pro
rata, and (ii) from the Principal
Remittance Amount related to Loan Group II to the Class II-A
Certificates,
after
taking into account any
distributions
in respect of interest on the Class A
Certificates
made in first and second
above; and
o
fourth,
concurrently,
(i)
from the
remaining
Principal
Remittance
Amount
related
to Loan
Group
II to the
Class I-A
Certificates,
pro rata,
and (ii) from the
remaining
Principal
Remittance
Amount
related to Loan Group I to the
Class II-A Certificates,
as needed after taking into account any distributions in respect of
interest on the Class A
Certificates made in first, second and third above.
Class A Principal
Allocable
Amount:
With respect to any
Distribution
Date,
the sum of (i) the product of (a) a fraction,
the numerator of which is the Class A Principal
Distribution Amount and the denominator of which is the Principal
Distribution Amount
and (b) an amount
equal to (A) the sum of the
amounts
described
in
clauses
(i),
(ii) and (iii) of the
definition
of
Principal
Distribution
Amount minus (B) the sum of the amounts
described in clause of the definition of Principal
Distribution
Amount
and (ii)
the
product
of (a) a
fraction,
the
numerator
of which is the
Class A
Principal
Distribution
Amount
and the
denominator of which is the Principal
Distribution
Amount and (b) an amount equal to (A) the sum of the amounts
described in clauses
(iv) and (v) of the
definition
of
Principal
Distribution
Amount minus (B) the excess of the amount
described in clause
(i)(b)(B)
above over the amount described in clause (i)(b)(A) above, if any.
Class A Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date;
and
(ii)the excess, if any, of (A) the aggregate
Certificate
Principal
Balance of the Class A Certificates
(other than the Grantor
Trust
Certificates)
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2)
the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the
Mortgage
Loans after giving effect to distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class I-A Certificates:
Collectively,
the Class I-A1A, Class I-A1AU,
Class I-A1B,
Class I-A2A, Class I-A2AU,
Class I-A3A,
Class I-A3B, Class I-A4A, Class I-A4B, Class I-A5A and Class I-A5AU
Certificates.
Class I-A
Interest
Remittance
Amount:
With respect to any
Distribution
Date,
the portion of the Available
Distribution
Amount for that Distribution Date attributable to interest received
or advanced with respect to the Group I Loans.
Class
I-A1A
Certificate:
The Class
I-A1A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R Certificates with respect to the allocation of Realized
Losses in respect of Group I Loans as set forth in Section 4.05.
Class I-A1A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.090% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.180% per annum.
Class
I-A1AU
Certificate:
The Class
I-A1AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R
Certificates
with respect to the allocation of Realized Losses in respect of
Group I Loans as set forth in Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to
receive Basis Risk Shortfalls.
Class I-A1AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.090% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.180% per annum.
Class
I-A1AU/Class
I-A2AU/Class
I-A5AU Principal
Distribution
Amount:
With respect to any
Distribution
Date, the Class
I-A1AU/Class
I-A2AU/ Class I-A5AU Pro Rata Percentage
multiplied by the Group I Principal
Distribution
Amount for that Distribution
Date.
Class
I-A1AU/Class
I-A2AU/Class
I-A5AU
Pro
Rata
Percentage:
For any
Distribution
Date,
a
fraction,
expressed
as a
percentage,
the numerator of such is the aggregate
Certificate
Principal Balance of the Class I-A1AU,
Class I-A2AU and Class I-A5AU
Certificates
prior to the
distribution
of
principal
on that
Distribution
Date
and the
denominator
of
which is the
aggregate
Certificate
Principal Balance of the Class I-A1AU,
Class I-A2AU,
Class I-A5AU and Class I-A1B Certificates prior to the distribution
of principal on that Distribution Date.
Class
I-A1B
Certificate:
The Class
I-A1B
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with respect to distributions
and the allocation of Realized Losses in respect of Group I Loans
as set forth in
Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class I-A1B
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.140% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.280% per annum.
Class I-A1B
Principal
Distribution
Amount:
With
respect to any
Distribution
Date,
the Class I-A1B Pro Rata
Percentage
multiplied by the Group I Principal Distribution Amount for that
Distribution Date.
Class I-A1B Pro Rata Percentage:
For any Distribution Date, a fraction,
expressed as a percentage,
the numerator of such is
the
aggregate
Certificate
Principal
Balance
of the
Class
I-A1B
Certificates
prior to the
distribution
of
principal
on that
Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class I-A1AU, Class I-A2AU,
Class
I-A5AU and Class I-A1B Certificates prior to the distribution of
principal on that Distribution Date.
Class
I-A2A
Certificate:
The Class
I-A2A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R Certificates with respect to the allocation of Realized
Losses in respect of Group I Loans as set forth in Section 4.05.
Class I-A2A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.150% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.300% per annum.
Class
I-A2AU
Certificate:
The Class
I-A2AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R
Certificates
with respect to the allocation of Realized Losses in respect of
Group I Loans as set forth in Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to
receive Basis Risk Shortfalls.
Class I-A2AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.150% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.300% per annum.
Class
I-A3A
Certificate:
The Class
I-A3A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the Class I-A3B
Certificates,
Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses in respect of
Group I
Loans as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III
for
purposes of the REMIC Provisions and (ii) the right to receive
Basis Risk Shortfalls.
Class I-A3A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.200% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.400% per annum.
Class
I-A3B
Certificate:
The Class
I-A3B
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with respect to distributions
and the allocation of Realized Losses in respect of Group I Loans
as set forth in
Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class I-A3B
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.280% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.560% per annum.
Class
I-A4A
Certificate:
The Class
I-A4A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the Class I-A4B
Certificates,
Class M
Certificates,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses in respect of
Group I
Loans as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III
for
purposes of the REMIC Provisions and (ii) the right to receive
Basis Risk Shortfalls.
Class I-A4A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.280% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.560% per annum.
Class
I-A4B
Certificate:
The Class
I-A4B
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with respect to distributions
and the allocation of Realized Losses in respect of Group I Loans
as set forth in
Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class I-A4B
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.380% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.760% per annum.
Class
I-A5A
Certificate:
The Class
I-A5A
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R Certificates with respect to the allocation of Realized
Losses in respect of Group I Loans as set forth in Section 4.05.
Class I-A5A
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.170% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.340% per annum.
Class
I-A5AU
Certificate:
The Class
I-A5AU
Certificates,
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R Certificates with respect to distributions and the Class
I-A1B Certificates,
Class M
Certificates,
Class SB Certificates and
Class R
Certificates
with respect to the allocation of Realized Losses in respect of
Group I Loans as set forth in Section 4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to
receive Basis Risk Shortfalls.
Class I-A5AU
Margin:
With respect to any
Distribution
Date prior to the first
Distribution
Date after the first possible
Optional
Termination
Date,
0.170% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.340% per annum.
Class I-AX Certificate:
The Class I-AX Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the
Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses in
respect
of Group I
Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions.
Class II-A Certificate:
The Class II-A Certificates,
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit A,
senior to the
Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses in respect of
Group II
Loans as set forth in
Section 4.05,
and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class II-A
Margin:
With
respect to any
Distribution
Date prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.200% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.400% per annum.
Class
II-AX
Certificate:
The Class
II-AX
Certificates,
executed by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates
with respect to distributions and the allocation of Realized Losses
in respect of Group II Loans as set forth in
Section 4.05, and evidencing an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions.
Class II-A
Interest
Remittance
Amount:
With respect to any
Distribution
Date, the portion of the Available
Distribution
Amount for that Distribution Date attributable to interest received
or advanced with respect to the Group II Loans.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class SB and Class R Certificates
with respect to
distributions
and the allocation
of Realized
Losses as set forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for
purposes of the REMIC Provisions and (ii) the right to receive
Basis Risk Shortfalls.
Class M-1
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.390% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.585% per annum.
Class M-1
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate
Principal Balance of the Class A
Certificates,
other than the Grantor Trust
Certificates
(after
taking into account the payment of the Class A
Principal
Distribution
Amount for
that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance
of the
Class M-1
Certificates
immediately
prior
to
that
Distribution Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard
Terms as Exhibit B, senior to the Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9, Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for purposes of
the REMIC Provisions and (ii) the right to receive Basis Risk
Shortfalls.
Class M-2
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.410% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.615% per annum.
Class M-2
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution Amount and Class M-1 Principal
Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates
(other
than the
Grantor
Trust
Certificates)
and
Class M-1
Certificates
(after
taking
into
account the payment of the Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate
Principal Balance of the Class M-2
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of
(1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect
to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class SB Certificates and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set
forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest"
in REMIC III for purposes of the REMIC
Provisions and (ii) the right to receive Basis Risk Shortfalls.
Class M-3
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.430% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.645% per annum.
Class M-3
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount,
Class M-1 Principal
Distribution Amount and
Class M-2
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution Amount, Class M-1 Principal Distribution Amount and
Class M-2 Principal Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor
Trust
Certificates),
Class M-1 and Class M-2
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2
Principal
Distribution
Amount
for
that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-3
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any,
of the aggregate
Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9,
Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive Basis Risk Shortfalls.
Class M-4
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.530% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.795% per annum.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount and Class M-3 Principal Distribution Amount or
(ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount and Class M-3
Principal
Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2 and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount and the
Class M-3
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the
Class M-4
Certificates
immediately prior to that Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B, senior to the Class M-6,
Class M-7, Class M-8, Class M-9, Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions and (ii)
the right to receive Basis Risk Shortfalls.
Class M-5
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.580% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.870% per annum.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount or
(ii)
on or after the Stepdown Date if a Trigger Event is not in effect
for that Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount and Class M-4 Principal Distribution Amount;
and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust Certificates),
Class M-1,
Class M-2, Class M-3 and Class M-4 Certificates (after taking into
account the payment of the
Class A Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount, the
Class M-3
Principal
Distribution
Amount and the Class M-4
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the
Class M-5
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of
(x) the product of (1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date,
over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-7,
Class M-8, Class M-9, Class SB Certificates
and Class R
Certificates
with respect to
distributions
and the
allocation
of Realized
Losses as set forth in Section
4.05,
and
evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to
receive Basis Risk Shortfalls.
Class M-6
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
0.630% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 0.945% per annum.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution Amount and
Class M-5
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for that
Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount,
Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount and
Class M-5 Principal Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4 and Class M-5
Certificates (after taking into account the
payment
of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount, the Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the Class M-5
Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-6
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and
(2) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class M-8,
Class M-9, Class SB Certificates
and Class
R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i)
an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions and (ii) the right to receive Basis
Risk Shortfalls.
Class M-7
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.050% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 1.575% per annum..
Class M-7
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution Amount and Class M-6 Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount and Class M-6
Principal
Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5 and Class M-6
Certificates (after taking into
account the payment of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution Amount and Class M-6 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal Balance
of the
Class M-7
Certificates
immediately
prior
to that
Distribution
Date
over (B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-8
Certificate:
Any one of the Class M-8
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B,
senior
to the Class
M-9,
Class SB
Certificates
and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions
and (ii) the right to receive
Basis
Risk Shortfalls.
Class M-8
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.650% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 2.475% per annum.
Class M-8
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6 Principal
Distribution
Amount and Class M-7
Principal
Distribution Amount or (ii) on or
after the Stepdown Date if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution Amount and Class M-7 Principal Distribution Amount;
and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust
Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M 5, Class M-6 and Class M-7
Certificates
(after
taking into account the payment of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5 Principal
Distribution Amount,
Class M-6 Principal
Distribution Amount and Class M-7 Principal
Distribution Amount for that Distribution Date)
and (2) the
Certificate
Principal
Balance of the Class M-8
Certificates
immediately
prior to that
Distribution Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on
that
Distribution
Date and (y) the excess, if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class M-9
Certificate:
Any one of the Class M-9
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B, senior to the Class SB
Certificates
and Class R Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section
4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC III for
purposes
of the REMIC
Provisions
and (ii) the right to
receive
Basis Risk
Shortfalls.
Class M-9
Margin:
With
respect to any
Distribution
Date
prior to the first
Distribution
Date after the first
possible
Optional
Termination
Date,
1.650% per annum, and on any Distribution
Date on or after the first
Distribution
Date after the first
possible Optional Termination Date, 2.475% per annum.
Class M-9
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after
distribution of the Class A Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount and Class M-8
Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution
Date,
the lesser of:
(i)......the remaining
Principal
Distribution
Amount for that Distribution Date after distribution of the Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution Amount, Class M-7 Principal Distribution Amount and
Class M-8 Principal Distribution Amount; and
(ii).....the excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A (other than the
Grantor Trust Certificates),
Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M 5, Class M-6, Class M-7 and Class M-8
Certificates
(after
taking into
account the payment of the
Class A
Principal
Distribution
Amount,
Class M-1
Principal
Distribution
Amount,
Class M-2 Principal Distribution Amount,
Class M-3 Principal Distribution Amount,
Class M-4 Principal Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount and Class M-8
Principal
Distribution
Amount for that Distribution
Date) and (2) the
Certificate
Principal Balance of the Class M-9
Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable
Subordination
Percentage and
(2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M
Certificates:
Collectively,
the Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class
M-8 and Class M-9 Certificates.
Class P
Certificate:
Any one of the Class P
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar substantially in the form annexed to the Standard Terms
as Exhibit C-I.
Class R Certificate:
Any one of the Class R-I, Class R-II, Class R-III or Class R-X
Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate:
Any one of the Class R-II
Certificates
executed by the Trustee and authenticated by the Certificate
Registrar
substantially
in the form annexed to the
Standard
Terms as Exhibit D and
evidencing
interests
designated
as "residual
interests"
in REMIC
II-A and REMIC
II-B for
purposes
of the
REMIC
Provisions.
Component I
of the Class
R-II
Certificates
is
designated as the sole class of "residual
interest" in REMIC II-A and
Component II
of the Class R-II
Certificates
is designated as
the sole class of "residual interest" in REMIC II-B.
Class
R-III
Certificate:
Any
one of the
Class
R-III
Certificates
executed
by the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially in the form annexed to the Standard Terms as Exhibit
D and evidencing an interest designated as a
"residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class R-X
Certificate:
Any one of the Class R-X
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed to the Standard Terms as Exhibit D and
evidencing an interest
designated as a "residual
interest" in REMIC IV for purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit C-II,
subordinate to the Class A Certificates and Class M Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing
ownership of REMIC
III Regular
Interests SB-IO and SB-PO designated as "regular
interests" in REMIC III for purposes of the REMIC
Provisions,
together
with certain obligations with respect to payments of Basis Risk
Shortfall amounts.
Class X Certificates:
Collectively, the Class I-AX Certificates and Class II-AX
Certificates.
Closing Date:
October 30, 2006.
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement shall be
administered,
which office at the date of the execution of this instrument is
located at 1761
East St. Andrew Place, Santa Ana, California 92705-4934, Attention:
Residential Funding Company, LLC, RALI 2006-QO8.
Cut-off Date Principal Balance:
$1,300,479,315.63
Cut-off Date:
October 1, 2006.
Deferred
Interest:
The amount of interest
which is deferred and added to the
principal
balance of a Mortgage
Loan due to
negative amortization.
Deferred
Interest Cap
Agreement:
Each of the
deferred
interest
cap
agreements
dated as of October 30, 2006 between the
Grantor Trust Trustee,
on behalf of the related Grantor Trust, and the Deferred Interest
Cap Agreement
Provider,
or any replacement,
substitute, collateral or other arrangement in lieu thereof.
Deferred
Interest Cap Agreement
Provider:
Lehman
Brothers
Special
Financing
Inc. and its
successors and assigns or any
party to any replacement, substitute, collateral or other
arrangement in lieu thereof.
Determination Date:
With respect to any Distribution Date, the second Business Day
prior to each Distribution Date.
Discount Net Mortgage Rate:
Not applicable.
Due Period:
With respect to each Distribution Date, the calendar month in which
such Distribution Date occurs.
Excess Bankruptcy Loss:
Not applicable.
Excess Cash Flow:
With respect to any
Distribution
Date, an amount equal to the sum of (A) the excess of (i) the
Available
Distribution
Amount for both Loan Groups for that
Distribution
Date over (ii) the sum of (a) the
Interest
Distribution
Amount for
that
Distribution
Date and
(b) the
Principal
Remittance
Amount
for that
Distribution
Date to the
extent
not
applied to make
distributions of the Interest
Distribution
Amount on such
Distribution Date and (B) the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date.
Excess Fraud Loss:
Not applicable.
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a)
the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount.
Excess Special Hazard Loss:
Not applicable.
Excess Subordinate Principal Amount:
Not applicable.
Expense Fee Rate:
With respect to any Mortgage
Loan as of any date of
determination,
the sum of the Servicing Fee Rate and
the rate per annum at which the Subservicing Fee accrues.
Final
Maturity
Date:
October 25, 2046,
the
Distribution
Date in the month of the latest
scheduled
maturity date of any
Mortgage Loan.
Grantor
Trust:
Each of RALI Grantor
Trust
I-A1A,
Series
2006-QO8,
RALI Grantor
Trust I-A2A,
Series
2006-QO8 and RALI
Grantor Trust I-A5A, Series 2006-QO8.
With respect to Exchange Act reporting
requirements,
the Trust Fund shall be deemed to include
each Grantor Trust.
Grantor Trust Available Funds:
With respect to any
Distribution
Date and any Class of Grantor Trust
Certificates,
the sum
of (i) any
payments
received
from the
Class
I-A1AU
Certificates
(in the case of the
Class
I-A1A
Certificates),
Class
I-A2AU
Certificates
(in
the
case
of the
Class
I-A2A
Certificates)
or
Class
I-A5AU
Certificates
(in the
case
of the
Class
I-A5A
Certificates),
(ii) any payments
received by the Grantor Trust Trustee under the related
Deferred
Interest Cap Agreement,
(iii) in
the case of the Class I-A2A
Certificates,
any payments received by the Grantor Trust Trustee under the Yield
Maintenance
Agreement,
and (iv) all other assets
constituting
the corpus of the related
Grantor
Trust,
following the payments of amounts to reimburse the
Grantor Trust Trustee for any reimbursable expenses allocable to
the related Grantor Trust.
Grantor Trust Certificates:
The Class I-A1A, Class I-A2A and Class I-A5A Certificates.
Grantor
Trust
Certificate
Account:
Any of the separate
Eligible
Accounts
created and
maintained
by the Grantor
Trust
Trustee
pursuant to Section 4.10 in the name of the Grantor
Trust Trustee for the benefit of the related
Grantor Trust
Certificates
and designated as "RALI Grantor Trust I-A1A Certificate
Account,
Deutsche Bank Trust Company Americas,
as Grantor Trust Trustee,
in
trust for the
benefit of the Class I-A1A
Certificates,
RALI
Grantor
Trust
I-A1A,
Series
2006-QO8",
"RALI
Grantor
Trust I-A2A
Certificate
Account,
Deutsche Bank Trust Company
Americas,
as Grantor
Trust
Trustee,
in trust for the benefit of the Class I-A2A
Certificates,
RALI Grantor
Trust I-A2A,
Series
2006-QO8" and "RALI Grantor
Trust I-A5A
Certificate
Account,
Deutsche Bank Trust
Company
Americas,
as Grantor
Trust
Trustee,
in trust for the benefit of the Class I-A5A
Certificates,
RALI Grantor
Trust I-A5A,
Series
2006-QO8." Funds in the Grantor Trust
Certificate
Accounts shall be held in trust for the applicable
Certificateholders
for
the uses and purposes set forth in this Agreement.
Grantor Trust Trustee:
Deutsche Bank Trust Company Americas, together with its permitted
successors and assigns.
Gross Margin:
With respect to each Mortgage Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
on the Mortgage Loan Schedule
attached hereto as the "NOTE MARGIN," which
percentage is added to the related Index on each Adjustment
Date to determine
(subject to rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
Group I Certificates:
The Class I-A1AU,
Class I-A1B,
Class I-A2AU,
Class I-A3A,
Class I-A3B, Class I-A4A, Class I-A4B and
Class I-A5AU Certificates.
Group I Cut-off Date Principal Balance:
$850,810,835.63.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group I Loans.
Group I Net WAC Rate or Group II Net WAC Rate:
With respect to any
Distribution
Date and Loan Group,
the weighted
average
of the Net Mortgage
Rates of the Mortgage Loans in the related Loan Group as of the end
of the calendar
month
immediately
preceding
the month in which such Distribution Date occurs, adjusted to an
actual/360 day rate.
Group I Principal
Distribution
Amount:
On any Distribution
Date, an amount equal to the sum of (i) the amount described in
clause (i) of the definition of Class A Principal
Allocable Amount
multiplied by a fraction,
the numerator of which is the Principal
Remittance
Amount for Loan Group I and the denominator of which is the
Principal
Remittance
Amount for both Loan Groups and (ii) the
amount
described in clause (ii) of the definition of Class A Principal
Allocable
Amount
multiplied by a fraction,
the numerator of
which is the aggregate
Certificate
Principal
Balance of the Class I-A Certificates
(other than the Grantor Trust
Certificates) and
the
denominator of which is the aggregate
Certificate
Principal
Balance of the Class A
Certificates
(other than the Grantor Trust
Certificates).
Group I Subordinate
Amount: On any date of
determination,
the excess of the aggregate Stated Principal Balance of the Group
I Loans as of such date over the aggregate Certificate Principal
Balance of the Group I Certificates then outstanding.
Group II Certificates:
The Class II-A Certificates.
Group II Cut-off Date Principal Balance:
$449,668,480.00.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group II Loans.
Group II Principal
Distribution
Amount: On any Distribution
Date, an amount equal to the sum of (i) the amount described in
clause (i) of the definition of Class A Principal
Allocable Amount
multiplied by a fraction,
the numerator of which is the Principal
Remittance
Amount for Loan Group II and the denominator of which is the
Principal
Remittance Amount for both Loan Groups and (ii) the
amount
described in clause (ii) of the definition of Class A Principal
Allocable
Amount
multiplied by a fraction,
the numerator of
which is the aggregate
Certificate
Principal
Balance of the Class II-A
Certificates
and the
denominator of which is the aggregate
Certificate Principal Balance of the Class A Certificates (other
than the Grantor Trust Certificates).
Group II
Subordinate
Amount:
On any date of
determination,
the excess of the aggregate
Stated
Principal
Balance of the
Group II Loans as of such date over the aggregate Certificate
Principal Balance of the Group II Certificates then outstanding.
Index:
With respect to any Mortgage Loan and as to any Adjustment
Date therefor,
the related index as stated in the related
Mortgage Note.
Initial Subordinate Class Percentage:
Not applicable.
Insolvency
Proceeding:
The
commencement,
after the date this
Agreement,
of any bankruptcy,
insolvency,
readjustment of
debt,
reorganization,
marshalling of assets and liabilities or similar proceedings by or
against any Person, the commencement,
after
the date hereof,
of any proceedings by or against any Person for the winding up or
liquidation of its affairs,
or the consent,
after
the date hereof, to the appointment of a trustee, conservator,
receiver or liquidator in any bankruptcy,
insolvency,
readjustment of
debt, reorganization, marshalling of assets and liabilities or
similar proceedings of or relating to any Person.
Interest Accrual Period:
With respect to any Distribution
Date, the period beginning on the prior
Distribution Date (or, in
the case of the first Distribution Date, October 25, 2006) and
ending on the day immediately preceding the Distribution Date.
Interest
Distribution
Amount:
For any
Distribution
Date,
the
aggregate
of the
amounts
payable
pursuant
to
Section
4.02(c)(i).
Interest Only Certificates:
The Class X Certificates.
LIBOR:
With respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a Saturday
or Sunday or (ii) a day on which
banking
institutions
in London,
England are required or authorized to by law to be closed.
LIBOR Certificates:
The Class A, Class X and Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Liquidation Proceeds:
As defined in the Standard Terms but excluding Subsequent
Recoveries.
Loan Group:
Either Loan Group I or Loan Group II.
Loan Group I:
The group of Mortgage Loans comprised of the Group I Loans.
Loan Group II:
The group of Mortgage Loans comprised of the Group II Loans.
Margin:
The Class I-A1A Margin,
Class I-A1AU Margin,
Class I-A1B Margin,
Class I-A2A Margin,
Class I-A2AU
Margin,
Class
I-A3A Margin,
Class I-A3B Margin,
Class I-A4A Margin, Class I-A4B Margin, Class I-A5A Margin, Class
I-A5AU Margin, Class II-A Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin,
Class M-4 Margin,
Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class
M-8 Margin or Class M-9 Margin, as applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC III Regular
Interest SB-IO and any
Distribution
Date, in
relation
to the REMIC II-B
Regular
Interests,
a per annum rate equal to two (2) times the
weighted
average of the
Uncertificated
REMIC II-B Pass-Through Rates for REMIC II-B Regular Interest LT2
and REMIC II-B Regular Interest LT3.
Maturity Date:
October 25, 2046, the
Distribution
Date in the month of the latest
scheduled
maturity date of any Mortgage
Loan.
Maximum
Mortgage
Rate: As to any Mortgage
Loan,
the per annum rate
indicated in Mortgage Loan
Schedule
hereto
attached
hereto as the "NOTE CEILING,"
which rate is the maximum
interest rate that may be applicable to such Mortgage Loan at any
time during
the life of such Mortgage Loan.
Maximum Net
Mortgage
Rate:
As to any
Mortgage
Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the
Expense Fee Rate.
Mortgage Loan Schedule:
The list or lists of the Mortgage Loans
attached
hereto as Exhibit One,
segregated for the Group I
Loans and the Group II Loans,
(and as amended
from time to time to reflect the
addition of
Qualified
Substitute
Mortgage
Loans),
which list or lists shall set forth the following information as to
each Mortgage Loan:
(i)......the Mortgage Loan identifying number ("RFC LOAN #");
(ii).....the maturity of the Mortgage Note ("MATURITY DATE");
(iii)....the Mortgage Rate as of origination ("ORIG RATE");
(iv).....the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(v)......the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vi).....the
scheduled
monthly
payment of
principal,
if any,
and
interest as of the Cut-off
Date
("ORIGINAL P & I" or
"CURRENT P & I");
(vii)....the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(viii)...the Maximum Mortgage Rate ("NOTE CEILING");
(ix).....the maximum Net Mortgage Rate ("NET CEILING");
(x)......the Note Margin ("NOTE MARGIN");
(xi).....the Note Margin ("NOTE MARGIN");
(xii)....the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xiii)...the rounding of the semi-annual or annual adjustment to
the Mortgage Rate ("NOTE METHOD");
(xiv)....the Loan-to-Value Ratio at origination ("LTV");
(xv).....the rate at which the
Subservicing
Fee accrues
("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV
FEE");
(xvi)....a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or
vacation residence; and
(xvii)...a code "N" under the column
"OCCP
CODE,"
indicating
that the
Mortgage
Loan is secured by a
non-owner
occupied
residence.
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Rate:
With respect to any Mortgage Loan, the interest rate borne by the
related
Mortgage Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on each
Mortgage
Loan will adjust on each
Adjustment
Date to equal
the sum (rounded to the nearest
multiple of one eighth of one percent (0.125%) or up to the nearest
one-eighth of one percent,
which
are
indicated by a "U" on the Mortgage Loan
Schedule,
except in the case of the Mortgage
Loans
indicated by an "X" on the Mortgage
Loan Schedule
under the heading "NOTE
METHOD"),
of the related
Index plus the Note Margin,
in each case subject to the
applicable
Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
MTA:
With respect to any
Distribution
Date,
the
twelve-month
moving
average
monthly
yield on United
States
Treasury
securities, expressed on a per annum basis, determined in
accordance with Section 1.03.
MTA
Determination
Date: For each Interest
Accrual Period,
fifteen days prior to the
commencement of that Interest Accrual
Period.
Net Deferred Interest:
On any Distribution
Date,
Deferred
Interest on the Mortgage Loans during the related Due Period
net of principal
payments
included in the Available
Distribution
Amount for such
Distribution Date and available to make principal
distributions on the related Certificates on that Distribution
Date.
For purposes of REMIC I, Net Deferred
Interest
attributable to Group I Loans shall be allocated to REMIC I Regular
Interest
LT1 and Net Deferred
Interest
attributable
to Group II Loans shall be allocated to REMIC I Regular
Interest LT5,
respectively,
in
reduction of the portion of the
Uncertificated
Accrued Interest
thereon
distributable
on the related
Distribution
Date and shall
result in an increase in the principal balance thereof to the
extent of such reduction.
For
purposes of REMIC II-A,
Net
Deferred
Interest
attributable
to Group I Loans shall be allocated to REMIC II-A Regular
Interest
Z-1 and Net
Deferred
Interest
attributable
to Group II Loans
shall be
allocated
to REMIC II-A
Regular
Interest
Z-2,
respectively,
in reduction of the portion of the
Uncertificated
Accrued Interest thereon
distributable on the related
Distribution
Date and shall result in an increase in the principal balance
thereof to the extent of such reduction.
For purposes of REMIC II-B,
Net Deferred
Interest
attributable
to the Mortgage
Loans shall be allocated to the REMIC II-B
Regular
Interest
LT1 in
reduction
of the
portion of the
Uncertificated
Accrued
Interest
thereon
distributable
on the related
Distribution Date and shall result in an increase in the principal
balance thereof to the extent of such reduction.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage Rate for such Mortgage Loan as of such date minus the
related Expense Fee Rate.
Net WAC Cap Rate:
o
For any
Distribution
Date and for the Class I-A
Certificates,
a per annum
rate equal to the
weighted
average of the Net
Mortgage Rates of the Group I Loans minus an amount, expressed as a
percentage,
equal to (1) the aggregate amount of
Accrued
Certificate
Interest payable to the Class I-AX
Certificates for such
Distribution
Date multiplied by 12,
divided by (2) the aggregate Stated Principal
Balance of the Group I Loans
immediately
prior to such
Distribution
Date.
o
For any
Distribution
Date and for the Class II-A
Certificates,
a per annum rate equal to the
weighted
average of the Net
Mortgage Rates of the Group II Loans minus an amount,
expressed as a percentage,
equal to (1) the aggregate
amount
of Accrued Certificate
Interest payable to the Class II-AX Certificates for such
Distribution Date multiplied by 12,
divided by (2) the aggregate Stated Principal
Balance of the Group II Loans
immediately
prior to such Distribution
Date.
o
For any
Distribution
Date and for the Class M Certificates,
the weighted
average of the Group I Net WAC Rate and the Group
II Net WAC Rate,
weighted
on the basis of the
related
Subordinate
Amount for each Loan
Group,
minus an amount,
expressed as a percentage,
equal to (1) the aggregate amount of Accrued Certificate
Interest payable to the Class X
Certificates for such
Distribution
Date multiplied by 12, divided by (2) the aggregate Stated
Principal
Balance of
the Mortgage Loans immediately prior to such Distribution Date.
Note Margin:
With respect to each Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage Note and indicated
in Exhibit One hereto as the "NOTE MARGIN," which
percentage is added to the Index on each
Adjustment
Date to determine
(subject to
rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the
interest rate to be borne by such Mortgage Loan until the next
Adjustment Date.
Notional Amount: As of any date of determination,
with respect to the Class I-AX Certificates,
an amount equal to 20% of the
aggregate
Certificate
Principal Balance of the Class I-A Certificates (other than the
Grantor Trust
Certificates)
immediately prior
to such Distribution
Date. As of any date of determination,
with respect to the Class II-AX
Certificates,
an amount equal to 20% of
the Certificate
Principal
Balance of the Class II-A Certificates
immediately
prior to such date. As of any Distribution
Date, with
respect to the Class SB Certificates or REMIC III Regular
Interest
SB-IO, an amount equal to the aggregate
Uncertificated
Principal
Balance of the REMIC II-B Regular Interests immediately prior to
such date.
Offered Certificates:
The Class A Certificates (other than the Underlying Certificates)
and Class M Certificates.
Optional
Termination
Date: Any
Distribution
Date following the
Distribution
Date on or after which the aggregate
Stated
Principal
Balance
(after giving effect to
distributions
to be made on such
Distribution
Date) of the Mortgage
Loans is less than
10.00% of the Cut-off Date Principal Balance.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be made on such
Distribution
Date over
(b) the aggregate
Certificate
Principal Balance of the Class A
Certificates
(other than the Grantor Trust Certificates) and Class M
Certificates immediately prior to such date.
Overcollateralization Floor: An amount equal to the product of
0.50% and the Cut-off Date Principal Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess Cash Flow for that
Distribution
Date (to the extent not used to cover the
amounts
described
in
clauses
(b)(iv)(2) of
the
definition
of
Principal
Distribution
Amount as of such
Distribution
Date) and
(b) the
excess of
(1) the
Required
Overcollateralization
Amount for such
Distribution Date over (2) the Overcollateralization Amount for
such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect to any
Distribution
Date on which the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all other
distributions
to be made on such
Distribution
Date,
greater
than
zero,
the
Overcollateralization
Reduction
Amount
shall be
equal
to the
lesser
of
(i) the
Excess
Overcollateralization
Amount
for that
Distribution Date and (ii) the Principal Remittance Amount on such
Distribution Date.
Pass-Through Rate:
o
With respect to the Class I-A
Certificates,
Class II-A
Certificates and Class M Certificates
and any Distribution
Date, a
per annum
rate
equal to the lesser of (i) LIBOR plus the
related
Margin for such
Distribution
Date and (ii) the
related
Net WAC Cap Rate for such
Distribution
Date,
adjusted
to a rate based on the actual
number of days in a
month and a 360-day year.
o
With respect to the Class I-AX
Certificates
and any Distribution
Date, a per annum rate equal to the excess,
if any of (x)
the
weighted
average of the Net Mortgage
Rates of the
Mortgage
Loans in Loan Group I over (y) the product of (1)
initially,
LIBOR
plus
0.20% per
annum,
and on and after the first
Distribution
Date
after the first
possible
Optional
Termination
Date,
LIBOR plus 0.40% per annum,
and (2) the actual number of days in the related
Interest
Accrual Period divided by 30.
o
With respect to the Class II-AX
Certificates and any Distribution
Date, a per annum rate equal to the excess,
if any of (x)
the
weighted
average of the Net Mortgage
Rates of the Mortgage
Loans in Loan Group II over (y) the product of (1)
initially,
LIBOR
plus
0.20% per
annum,
and on and after the first
Distribution
Date
after the first
possible
Optional
Termination
Date,
LIBOR plus 0.40% per annum,
and (2) the actual number of days in the related
Interest
Accrual Period divided by 30.
o
With respect to the Class SB
Certificates
or REMIC III Regular
Interest SB-IO and any
Distribution
Date, a rate per annum
equal to the
percentage
equivalent
of a fraction,
the
numerator
of which is the sum of the
amounts
calculated
pursuant to clauses (i) and (ii) below, and the denominator of
which is the aggregate
principal balance of the REMIC
II-B
Regular
Interests.
For purposes of
calculating
the
Pass-Through
Rate for the Class SB
Certificates,
the
numerator is equal to the sum of the following components:
(i)
the
weighted
average
of the Net
WAC Cap
Rates
for the
Class
I-A,
Class
II-A
and
Class M
Certificates
minus the Marker Rate,
applied to a notional amount equal to the sum of the
Uncertificated
Principal
Balances of REMIC II-B Regular
Interest LT1, REMIC II-B Regular
Interest LT2, REMIC II-B Regular Interest LT-Y1 and
REMIC II-B Regular Interest LT-Y2; and
(ii)
twice the
weighted
average
of the Net WAC Cap Rates for the Class
I-A,
Class
II-A and Class M
Certificates minus twice the Marker Rate, applied to a notional
amount equal to the Uncertificated
Principal Balance
of REMIC II-B Regular Interest LT4.
Prepayment
Assumption:
The
prepayment
assumption to be used for
determining
the accrual of original
issue
discount and
premium and market
discount on the
Certificates
for federal income tax purposes,
which assumes
constant
prepayment
rates in each
month as indicated in the following table:
Prepayment Penalty
Prepayment Penalty
Mortgage Payment
No Prepayment
Prepayment Penalty Term
Term of Two Years or More
Term of
Period
Penalty Term
of One Year
but Less Than Three Years
Three Years or Greater
1
10.00%
15.00%
15.00%
15.00%
2
17.00%
15.00%
15.00%
15.00%
3
24.00%
15.00%
15.00%
15.00%
4
31.00%
15.00%
15.00%
15.00%
5
38.00%
15.00%
15.00%
15.00%
6
45.00%
15.00%
15.00%
15.00%
7
45.00%
25.00%
20.00%
15.00%
8
45.00%
25.00%
20.00%
15.00%
9
45.00%
25.00%
20.00%
15.00%
10
45.00%
25.00%
20.00%
15.00%
11
45.00%
25.00%
20.00%
15.00%
12
45.00%
25.00%
20.00%
15.00%
13
45.00%
50.00%
35.00%
20.00%
14
45.00%
50.00%
35.00%
20.00%
15
45.00%
50.00%
35.00%
20.00%
16
45.00%
50.00%
35.00%
20.00%
17
45.00%
50.00%
35.00%
20.00%
18
45.00%
50.00%
35.00%
20.00%
19
45.00%
50.00%
35.00%
20.00%
20
45.00%
50.00%
35.00%
20.00%
21
45.00%
50.00%
35.00%
20.00%
22
45.00%
50.00%
35.00%
20.00%
23
45.00%
50.00%
35.00%
20.00%
24
45.00%
50.00%
35.00%
20.00%
25
45.00%
50.00%
55.00%
25.00%
26
45.00%
50.00%
55.00%
25.00%
27
45.00%
50.00%
55.00%
25.00%
28
45.00%
50.00%
55.00%
25.00%
29
45.00%
50.00%
55.00%
25.00%
30
45.00%
50.00%
55.00%
25.00%
31
45.00%
50.00%
55.00%
25.00%
32
45.00%
50.00%
55.00%
25.00%
33
45.00%
50.00%
55.00%
25.00%
34
45.00%
50.00%
55.00%
25.00%
35
45.00%
50.00%
55.00%
25.00%
36
45.00%
50.00%
55.00%
25.00%
37 through 480
45.00%
50.00%
55.00%
55.00%
Prepayment
Charge:
With respect to any Mortgage Loan, the charges or premiums,
if any,
received in connection
with a full
or partial prepayment of such Mortgage Loan in accordance with the
terms thereof.
Prepayment
Charge Loan: Any Mortgage Loan for which a Prepayment
Charge (to which the Class P Certificates are entitled) may
be assessed, as indicated on the Mortgage Loan Schedule.
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date,
the
lesser of (a) the
excess of (x)
Available
Distribution Amount from both Loan Groups over (y) the sum of the
Interest Distribution Amount and (b) the sum of:
(i)......the
principal
portion of each Monthly
Payment
received or Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii).....the Stated Principal
Balance of any Mortgage Loan
repurchased
during the related
Prepayment
Period (or deemed to
have been so
repurchased
in
accordance
with Section
3.07(b))
pursuant to Section 2.02,
2.03,
2.04 or 4.07 and the amount of any
shortfall
deposited in the Custodial
Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03
or 2.04 during the related Prepayment Period;
(iii)....the principal portion of all other unscheduled
collections,
other than Subsequent Recoveries,
on the Mortgage Loans
received
(or deemed to have been so
received)
during the prior
calendar
month or, in the case of
Principal
Prepayments
in Full,
during the related Prepayment Period,
including,
without limitation,
Curtailments,
Insurance Proceeds,
Liquidation
Proceeds,
REO
Proceeds and,
except to the extent applied to offset Deferred
Interest,
Principal
Prepayments,
to the extent applied by the Master
Servicer as recoveries of principal pursuant to Section 3.14;
(iv).....the lesser of
(1) Subsequent
Recoveries for such
Distribution
Date and (2) the
principal portion of any Realized
Losses allocated to any Class of Class A Certificates or Class M
Certificates on a prior Distribution Date and remaining unpaid; and
(v)......the lesser of (a) the Excess Cash Flow for such
Distribution
Date, to the extent not used pursuant to clause (iv) of
this definition on such Distribution Date, and (b) the amount of
any Overcollateralization Increase Amount for such Distribution
Date;
minus
(vi).....(A) the amount of any
Overcollateralization
Reduction Amount for such
Distribution
Date and (B) the amount of any
Capitalization Reimbursement Amount for such Distribution Date.
Principal Only Certificates:
None.
Principal
Remittance
Amount:
With respect to any Distribution
Date, all amounts
described in clauses (b)(i) through (iii)
of the definition of Principal Distribution Amount for that
Distribution Date.
RALI Grantor Trust I-A1A,
Series 2006-QO8:
The Grantor Trust formed pursuant to this Agreement,
the assets of which consist
of (i) the
Class
I-A1AU
Certificates,
(ii) the
related
Deferred
Interest
Cap
Agreement
and (iii) the
related
Grantor
Trust
Certificate Account.
RALI Grantor Trust I-A2A,
Series 2006-QO8:
The Grantor Trust formed pursuant to this Agreement,
the assets of which consist
of (i) the Class I-A2AU
Certificates,
(ii) the related Deferred
Interest Cap Agreement,
(iii) the Yield
Maintenance
Agreement and
(iv) the related Grantor Trust Certificate Account.
RALI Grantor Trust I-A5A,
Series 2006-QO8:
The Grantor Trust formed pursuant to this Agreement,
the assets of which consist
of (i) the
Class
I-A5AU
Certificates,
(ii) the
related
Deferred
Interest
Cap
Agreement
and (iii) the
related
Grantor
Trust
Certificate Account.
Record Date: With respect to each
Distribution Date and each Class of Book Entry
Certificates,
the Business Day immediately
preceding such
Distribution
Date. With respect to each Class of Definitive
Certificates,
the close of business on the last Business
Day of the month next preceding the month in which the related
Distribution
Date occurs,
except in the case of the first Record Date
which shall be the Closing Date.
Regular Certificates:
The Class A, Class M and Class SB Certificates.
Related Group:
With respect to the Class I-A Certificates,
the Group I Loans.
With respect to the Class II-A
Certificates,
the Group II Loans.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC I:
The segregated pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
exclusive of the Basis Risk Shortfall Reserve Fund, which is not an
asset of any REMIC, with respect to which
a separate REMIC election is to be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all
payments on and
collections
in respect of the
Mortgage
Loans due after the Cut-off Date (other than
Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial
Account or in the Certificate
Account and identified as belonging to the Trust Fund;
(iii)
property
which
secured
a
Mortgage
Loan
and
which
has
been
acquired
for
the
benefit
of
the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv)
the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount:
The Available Distribution Amount.
REMIC I Distribution Amount:
(a)
On each
Distribution
Date,
the following
amounts,
in the following
order of priority,
shall be
distributed by
REMIC I to REMIC II-A on account of the REMIC I Regular Interests
related to Loan Group I:
(i)
to the
extent of the
portion
of the REMIC I
Available
Distribution
Amount
related to Loan Group I, to
REMIC II-A as the holder of REMIC I Regular
Interests LT1, LT2, LT3 and LT4, pro rata, in an amount equal to
(A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect
thereof
remaining
unpaid from previous
Distribution
Dates, in the case of the REMIC I Regular
Interest LT1 each such amount having first been reduced by Net
Deferred
Interest
allocated
thereto for the related Distribution Date; and
(ii)
on each
Distribution
Date,
to
REMIC II-A as the holder of the REMIC I
Regular
Interests,
in an amount
equal to the remainder of such portion of the REMIC I Available
Distribution
Amount after the
distributions
made pursuant to clause
(i) above, allocated as follows (except as provided below):
(A)
in respect of REMIC I Regular Interests LT2, LT3 and LT4, their
respective
Principal
Distribution
Amounts;
(B)
in respect
of REMIC I
Regular
Interest
LT1 any
remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC I
Regular
Interests
LT2,
LT3 and LT4, pro rata
according to
their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their
respective Uncertificated Principal Balances are reduced to zero;
and
(D)
any remaining amounts to the Holders of the Class R-I Certificates.
(b)
On each
Distribution
Date,
the following
amounts,
in the following
order of priority,
shall be
distributed by
REMIC I to REMIC II-A on account of the REMIC I Regular Interests
related to Loan Group II:
(i)
to the
extent of the
portion of the REMIC I
Available
Distribution
Amount
related to Loan Group II, to
REMIC II-A as the holder of REMIC I Regular
Interests LT5, LT6, LT7 and LT8, pro rata, in an amount equal to
(A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect
thereof
remaining
unpaid from previous
Distribution
Dates,
in the case of REMIC I Regular
Interest LT5 each such amount
having first been
reduced by Net
Deferred
Interest
allocated
thereto for the related Distribution Date; and
(ii)
on each
Distribution
Date,
to
REMIC II-A as the holder of the REMIC I
Regular
Interests,
in an amount
equal to the remainder of such portion of the REMIC I Available
Distribution
Amount after the
distributions
made pursuant to clause
(i) above, allocated as follows (except as provided below):
(A)
in respect of REMIC I Regular Interests LT6, LT7 and LT8, their
respective
Principal
Distribution
Amounts;
(B)
in respect
of REMIC I
Regular
Interest
LT5 any
remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any
remainder in respect of REMIC I
Regular
Interests
LT6,
LT7 and LT8, pro rata
according to
their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their
respective Uncertificated Principal Balances are reduced to zero;
and
(D)
any remaining amounts to the Holders of the Class R-I Certificates.
REMIC I Principal
Reduction Amounts:
For any Distribution
Date, the amounts by which the Uncertificated
Principal Balances
of the REMIC I Regular
Interests will be reduced on such
Distribution
Date by the allocation of Realized Losses and the distribution
of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the principal
balance of REMIC I Regular Interest LT1 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y2 =
the principal
balance of REMIC I Regular Interest LT2 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y3 =
the principal
balance of REMIC I Regular Interest LT3 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y4 =
the principal
balance of REMIC I Regular Interest LT4 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date (note:
Y3 = Y4).
AY1 =
the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 =
the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 =
the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 =
the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC I
Regular
Interests
LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date.
P1 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT1, LT2, LT3, and LT4 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest to be made
on such Distribution Date.
AP =
P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=
the
aggregate of the
principal
portions of Realized
Losses and Net Deferred
Interest to be allocated to, and the
principal
distributions
to be made on, the Group I Certificates on such
Distribution
Date (including
distributions
of accrued and
unpaid interest on the Class SB Certificates for prior Distribution
Dates).
R0 =
the Group I Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized
Losses
and Net Deferred Interest allocated on the prior Distribution Date.
R1 =
the Group I Net WAC Rate (stated as a monthly
rate) after giving
effect to amounts to be
distributed
and Realized
Losses and Net Deferred Interest to be allocated on such
Distribution Date.
a =
(Y2 + Y3)/P0.
The initial value of a on the Closing Date for use on the first
Distribution Date shall be 0.0001.
a0 =
R0*P0
minus the
product of (1) the
interest
rate set forth in
footnote
(3) to the REMIC III table
(stated as a
monthly rate) and (2) the Class I-AX Notional
Amount,
in each case as applicable for
distributions
to be made on such
Distribution
Date.
a1
=
R1*P1
minus the
product of (1) the
interest
rate set forth in
footnote
(3) to the REMIC III table
(stated as a
monthly rate) and (2) the Class I-AX Notional
Amount,
in each case as applicable for
distributions to be made on the next succeeding
Distribution Date.
Then, based on the foregoing definitions:
AY1 =
AP - AY2 - AY3 - AY4;
AY2 =
(a/2){( a0R1 - a1R0)/R0R1};
AY3 =
aAP - AY2; and
AY4 =
AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2)
If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{ a0R1P1 - a1R0P0}/{2R1R0P1 -
a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y5 =
the aggregate
principal
balance of REMIC I Regular Interest LT5 after
distributions and the allocation of Realized
Losses and Net Deferred Interest on the prior Distribution Date.
Y6 =
the principal
balance of REMIC I Regular Interest LT6 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y7 =
the principal
balance of REMIC I Regular Interest LT7 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date.
Y8 =
the principal
balance of REMIC I Regular Interest LT8 after
distributions and the allocation of Realized Losses and
Net Deferred Interest on the prior Distribution Date (note:
Y7 = Y8).
AY5 =
the REMIC I Regular Interest LT5 Principal Reduction Amount.
AY6 =
the REMIC I Regular Interest LT6 Principal Reduction Amount.
AY7 =
the REMIC I Regular Interest LT7 Principal Reduction Amount.
AY8 =
the REMIC I Regular Interest LT8 Principal Reduction Amount.
Q0 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT5, LT6, LT7, and LT8 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date.
Q1 =
the aggregate
principal
balance of REMIC I
Regular
Interests LT5, LT6, LT7, and LT8 after
distributions
and the
allocation of Realized Losses and Net Deferred Interest to be made
on such Distribution Date.
AQ =
Q0 - Q1 = the aggregate of the REMIC I Regular Interests LT5, LT6,
LT7 and LT8
Principal Reduction Amounts.
=
the
aggregate of the
principal
portions of Realized
Losses and Net Deferred
Interest to be allocated to, and the
principal
distributions
to be made on, the Group II Certificates on such
Distribution
Date (including
distributions of accrued and
unpaid interest on the Class SB Certificates for prior Distribution
Dates).
S0 =
the Group II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
and Net Deferred Interest allocated on the prior Distribution Date.
S1 =
the Group II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses and Net Deferred Interest to be allocated on such
Distribution Date.
a =
(Y6 + Y7)/Q0.
The initial value of a on the Closing Date for use on the first
Distribution Date shall be 0.0001.
A0 =
S0*Q0
minus the
product of (1) the
interest
rate set forth in
footnote
(4) to the REMIC III table
(stated as a
monthly rate) and (2) the Class II-AX Notional Amount,
in each case as applicable for
distributions
to be made on such
Distribution
Date.
A1
=
S1*Q1
minus the
product of (1) the
interest
rate set forth in
footnote
(4) to the REMIC III table
(stated as a
monthly rate) and (2) the Class II-AX Notional Amount,
in each case as applicable for
distributions to be made on the next succeeding
Distribution Date.
Then, based on the foregoing definitions:
AY5 =
AQ - AY6 - AY7 - AY8;
AY6 =
(a/2){(A0S1 - A1S0)/S0S1};
AY7 =
aAQ - AY6; and
AY8 =
AY7.
if both AY6 and AY7, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2)
If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a{A0S1Q1 - A1S0Q0}/{2S1S0Q1 -
A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
REMIC I
Realized
Losses:
Realized
Losses on Group I
Loans and Group II
Loans shall be
allocated to the REMIC I
Regular
Interests as follows:
(1) The interest
portion of Realized
Losses on Group I Loans, if any, shall be allocated among REMIC I
Regular
Interests LT1, LT2 and LT4 pro rata according to the amount of
interest accrued but unpaid thereon,
in reduction thereof;
and (2) the
interest
portion of Realized Losses on Group II
Loans,
if any, shall be allocated
among REMIC I Regular
Interests LT5, LT6 and LT8
pro rata according to the amount of interest accrued but unpaid
thereon,
in reduction
thereof.
Any interest portion of such Realized
Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a
principal
portion of Realized
Losses not
attributable
to any specific
Mortgage Loan in such Loan Group and allocated
pursuant to the
succeeding
sentences.
The
principal
portion of Realized
Losses with
respect to Loan
Group I
and Loan
Group II
shall be
allocated
to the REMIC I
Regular
Interests as follows:
(1) The principal
portion of Realized
Losses on Group I Loans shall be allocated,
first,
to REMIC I
Regular
Interests
LT2, LT3 and LT4
pro-rata
according to their
respective
REMIC I
Principal
Reduction
Amounts to the extent
thereof in
reduction of the
Uncertificated
Principal
Balance of such REMIC I
Regular
Interests and,
third,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to the REMIC I Regular
Interest LT1 in reduction of the
Uncertificated
Principal
Balance thereof;
and (2) the principal
portion of Realized Losses on Group II Loans shall be allocated,
first, to REMIC I
Regular Interests LT6, LT7 and LT8 pro-rata
according to their respective
REMIC I
Principal
Reduction Amounts to the extent thereof
in reduction of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interests and, third,
the remainder,
if any, of such
principal
portion of such
Realized
Losses
shall be
allocated to REMIC I
Regular
Interest LT5 in reduction of the
Uncertificated
Principal Balance thereof.
REMIC I
Regular
Interests:
REMIC I
Regular
Interest LT1,
REMIC I Regular
Interest LT2,
REMIC I
Regular
Interest LT3,
REMIC I Regular
Interest LT4,
REMIC I Regular
Interest LT5,
REMIC I Regular
Interest LT6, REMIC I Regular Interest LT7 and REMIC I
Regular Interest LT8.
REMIC I
Regular
Interest
LT1: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT1 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT1 on such Distribution Date.
REMIC I
Regular
Interest
LT2: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT2 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT2 on such Distribution Date.
REMIC I
Regular
Interest
LT3: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular Interest LT3 Principal
Reduction Amount for such
Distribution
Date over the Realized Losses allocated to the REMIC I Regular
Interest LT3 on such Distribution Date.
REMIC I
Regular
Interest
LT4: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular Interest LT4 Principal
Reduction Amount for such
Distribution
Date over the Realized Losses allocated to the REMIC I Regular
Interest LT4 on such Distribution Date.
REMIC I
Regular
Interest
LT5: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT5 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT5 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT5 on such Distribution Date.
REMIC I
Regular
Interest
LT6: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT6 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT6 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT6 on such Distribution Date.
REMIC I
Regular
Interest
LT7: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT7 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT7 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT7 on such Distribution Date.
REMIC I
Regular
Interest
LT8: A regular
interest in REMIC I
that is held as an asset of
REMIC II-A,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I Regular Interest LT8 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC I
Regular
Interest LT8 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to REMIC I Regular
Interest LT8 on such Distribution Date.
REMIC II-A:
The segregated pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of the REMIC I Regular
Interests.
REMIC II-A
Available
Distribution
Amount:
For any Distribution
Date, the amount distributed from REMIC I to REMIC II-A on
such Distribution Date in respect of the REMIC I Regular Interests.
REMIC II-A Distribution
Amount:
For
any
Distribution
Date,
the
REMIC II-A
Available
Distribution
Amount
shall
be
distributed to the REMIC II-A Regular Interests and Component I of
the Class R-II Certificates in the following amounts and priority:
(a)
To the extent of the portion of the REMIC II-A Available
Distribution Amount related to Loan Group I:
(i)
first,
to REMIC II-A
Regular
Interests Y-1, Z-1 and I-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest for such Regular
Interests
remaining
unpaid from previous
Distribution
Dates,
reduced in the case of REMIC II-A
Regular
Interest
Z-1 by any
portion
thereof
representing
Net
Deferred
Interest
allocated
to such
Regular
Interest
on such
previous
Distribution Date, pro rata according to their respective shares of
such unpaid amounts;
(ii)
second, to REMIC II-A Regular Interests Y-1, Z-1 and and I-AX-LT,
concurrently,
the Uncertificated Accrued
Interest for such Classes for the current
Distribution
Date,
reduced in the case of REMIC II-A
Regular
Interest Z-1 by any portion
thereof
representing Net Deferred Interest
allocated to such Regular Interest on such Distribution
Date, pro rata according to their
respective Uncertificated Accrued Interest, as reduced; and
(iii)
third, to REMIC II-A
Regular
Interests Y-1 and Z-1, the REMIC II-A Y-1 Principal
Distribution
Amount and
the REMIC II-A Z-1 Principal Distribution Amount, respectively.
(b)
To the extent of the portion of the REMIC II-A Available
Distribution Amount related to Loan Group II:
(i)
first, to REMIC II-A
Regular
Interests Y-2, Z-2 and II-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest for such Classes remaining unpaid from previous
Distribution
Dates,
reduced in the case of REMIC II-A
Regular Interest Z-2
by any portion thereof
representing Net Deferred Interest
allocated to such Regular Interest on such previous
Distribution Date, pro
rata according to their respective shares of such unpaid amounts;
(ii)
second,
to REMIC II-A
Regular Interests Y-2 Z-2 and II-AX-LT,
concurrently,
the
Uncertificated
Accrued
Interest for such Classes for the current
Distribution
Date,
reduced in the case of REMIC II-A
Regular
Interest Z-2 by any portion
thereof
representing Net Deferred Interest
allocated to such Regular Interest on such Distribution
Date, pro rata according to their
respective Uncertificated Accrued Interest, as reduced; and
(iii)
third, to REMIC II-A
Regular
Interests Y-2 and Z-2, the REMIC II-A Y-2 Principal
Distribution
Amount and
the REMIC II-A Z-2 Principal Distribution Amount, respectively.
(c)
To the extent of the REMIC II-A
Available
Distribution
Amounts for Group I and Group II for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a)
and (b) of this definition of "REMIC II-A Distribution Amount:"
(i)
first,
to
REMIC II-A
Regular
Interests
Y-1, Z-1, Y-2 and Z-2, pro rata
according to the amount of
unreimbursed
Realized Losses allocable to principal
previously
allocated to each such Regular Interest,
the aggregate amount of any distributions
to the Certificates as reimbursement of such Realized Losses on
such
Distribution
Date pursuant to clause (xiii) in
Section 4.02(c);
provided,
however,
that any amounts
distributed
pursuant to this paragraph
(c)(i) of this
definition of "REMIC II-A
Distribution
Amount" shall not cause a reduction in the
Uncertificated
Principal Balances of any of REMIC II-A Regular Interests Y-1, Z-1,
Y-2 and
Z-2; and
(ii)
second, to the Class R-II Certificates in respect of Component I
thereof, any remaining amount.
REMIC II-A Marker Rate:
With respect to REMIC II-A Regular
Interest
I-AX-LT and any
Distribution
Date, in relation to the
REMIC I Regular
Interests,
a per annum rate equal to two (2) times the weighted
average of the
Uncertificated
REMIC I Pass-Through
Rates for REMIC I Regular
Interest LT2 and REMIC I Regular
Interest
LT3.
With respect to REMIC II-A Regular
Interest
II-AX-LT and
any Distribution
Date, in relation to the REMIC I Regular
Interests,
a per annum rate equal to two (2) times the weighted average of
the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular
Interest LT6 and REMIC I Regular Interest LT7.
REMIC II-A Y
Principal
Reduction
Amounts:
For any
Distribution
Date the
amounts by which the
Uncertificated
Principal
Balances of REMIC II-A
Regular
Interests Y-1 and Y-2,
respectively,
will be reduced on such
distribution date by the allocation of
Realized Losses and the distribution of principal, determined as
follows:
First for each of Loan Group I and Loan Group II
determine the Group I Net WAC Rate and Group II Net WAC Rate,
respectively,
for distributions of interest that will be made on the next
succeeding
Distribution
Date (the "Group Interest Rate").
The REMIC II-A
Principal
Reduction
Amount for each of the REMIC II-A Y Regular
Interests will be determined
pursuant to the "Generic
solution for
the REMIC II-A Y Regular
Interests" set forth below (the "Generic
Solution") by making the following
identifications
among the Loan
Groups and their related REMIC II-A Y Regular Interests and REMIC
II-A Z Regular Interests:
A.
Determine
which
Loan
Group has the lower Net WAC Rate.
That
Loan
Group
will be
identified
with Loan
Group AA and the REMIC II-A Y Regular
Interests and
REMIC II-A Z Regular
Interests
related to that Loan Group will be
respectively
identified
with the
REMIC II-A
YAA and
REMIC II-A
ZAA
Regular
Interests.
The Group
Interest
Rate for that Loan
Group will be
identified
with J%. If the two Loan Groups have the same Group
Interest
Rate pick one for this purpose,
subject to the
restriction
that each Loan Group may be picked only once in the course of any
such selections pursuant to paragraphs A and B of this definition.
B.
Determine
which
Loan Group has the higher
Net WAC Rate.
That Loan
Group
will be
identified
with Loan
Group BB
and the
REMIC II-A
Y Regular
Interests
and
REMIC II-A
Z Regular
Interests
related to that Group will be
respectively
identified
with the
REMIC II-A
YBB and
REMIC II-A
ZBB
Regular
Interests.
The Group
Interest
Rate for that Loan
Group will be
identified
with K%. If the two Loan Groups have the same Group
Interest
Rate the Loan Group not
selected
pursuant to
paragraph A,
above, will be selected for purposes of this paragraph B.
Second,
apply the Generic
Solution
set forth below to
determine
the
REMIC II-A
Y
Principal
Reduction
Amounts for the
Distribution Date using the identifications made above.
Generic
Solution for the
REMIC II-A Y Principal
Reduction
Amounts:
For any
Distribution
Date,
the amounts by which the
Uncertificated
Principal
Balances of
REMIC II-A
YAA and
REMIC II-A
ZAA
Regular
Interests
respectively
will be reduced on such
Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
J% and K% represent the interest rates on Loan Group AA and Loan
Group BB respectively.
J% <K%.
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
PJB =
the Loan Group AA Subordinate
Amount after the allocation of Realized Losses and Net Deferred
Interest and
distributions of principal on such Distribution Date.
PKB =
the Loan Group BB Subordinate
Amount after the allocation of Realized Losses and Net Deferred
Interest and
distributions of principal on such Distribution Date.
R =
the Class CB Pass Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj =
the
REMIC II-A YAA Principal
Balance after
distributions
and the
allocation of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
Yk =
the
REMIC II-A YBB Principal
Balance after
distributions
and the
allocation of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
(DELTA)Yj =
the REMIC II-A YAA Principal Reduction Amount.
(DELTA)Yk =
the REMIC II-A YBB Principal Reduction Amount.
Zj =
the
REMIC II-A ZAA Principal
Balance after
distributions
and the
allocation of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
Zk =
the
REMIC II-A ZBB Principal
Balance after
distributions
and the
allocation of Realized
Losses and Net
Deferred Interest on the prior Distribution Date.
(DELTA)Zj =
the REMIC II-A ZAA Principal Reduction Amount.
=
(DELTA)Pj - (DELTA)Yj
(DELTA)Zk =
the REMIC II-A ZBB Principal Reduction Amount.
=
(DELTA)Pk - (DELTA)Yk
Pj =
the aggregate
Uncertificated
Principal
Balance of the REMIC II-A YAA and REMIC II-A ZAA Regular Interests
after
distributions and the allocation of Realized Losses and Net
Deferred Interest on the prior
Distribution Date, which is equal to
the aggregate principal balance of the Group AA Loans.
Pk =
the aggregate
Uncertificated
Principal
Balance of the REMIC II-A YBB and REMIC II-A ZBB Regular Interests
after
distributions and the allocation of Realized Losses and Net
Deferred Interest on the prior
Distribution Date, which is equal to
the aggregate principal balance of the Loan Group BB Mortgage
Loans.
(DELTA)Pj =
the
aggregate
principal
reduction
resulting
on such
Distribution
Date on the
Loan
Group AA
Mortgage Loans as a result of principal
distributions
(exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of
the
definition of REMIC II-A
Distribution
Amount) to be made and Realized
Losses and Net Deferred
Interest to be allocated on such
Distribution
Date, if
applicable,
which is equal to the
aggregate of the
REMIC II-A
YAA and
REMIC II-A
ZAA Principal
Reduction
Amounts.
(DELTA)Pk=
the
aggregate
principal
reduction
resulting
on such
Distribution
Date on the
Loan
Group BB
Mortgage Loans as a result of principal
distributions
(exclusive of any amounts distributed
pursuant to clauses (c)(i) or (c)(ii) of
the
definition of REMIC II-A
Distribution
Amount) to be made and Realized
Losses and Net Deferred
Interest to be allocated on such
Distribution Date, which is equal to the aggregate of the REMIC
II-A YBB and REMIC II-A ZBB Principal Reduction Amounts.
(alpha) =
.0005
(gamma) =
(R - J%)/(K% - R).
(gamma) is a
non-negative
number
unless its
denominator
is zero,
in which
event it is undefined.
If (gamma) is zero, (DELTA)Yk = Yk and (DELTA)Yj =
(Yj/Pj)(DELTA)Pj.
If (gamma) is undefined, (DELTA)Yj = Yj, (DELTA)Yk =
(Yk/Pk)(DELTA)Pk. if denominator
In the remaining situations, (DELTA)Yk and (DELTA)Yj shall be
defined as follows:
1.
If Yk - (alpha)(Pk
- (DELTA)Pk)
=> 0, Yj-
(alpha)(Pj
- (DELTA)Pj)
=> 0, and (gamma) (Pj - (DELTA)Pj) < (Pk -
(DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and (DELTA)Yj = Yj
- (alpha)(Pj - (DELTA)Pj).
2.
If
Yk - (alpha)(Pk - (DELTA)Pk)
=> 0,
Yj - (alpha)(Pj - (DELTA)Pj)
=> 0, and (gamma) (Pj - (DELTA)Pj) => (Pk - (DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and (DELTA)Yj = Yj -
((alpha)/(gamma))(Pk - (DELTA)Pk).
3.
If
Yk - (alpha)(Pk - (DELTA)Pk)
<
0,
Yj - (alpha)(Pj - (DELTA)Pj)
=>
0,
and
Yj - (alpha)(Pj - (DELTA)Pj)
=>
Yj - (Yk/(gamma)), (DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj)
and (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
4.
If
Yk - (alpha)(Pk - (DELTA)Pk)
<
0,
Yj - (Yk/(gamma)) => 0,
and
Yj - (alpha)(Pj - (DELTA)Pj)
< = Yj - (Yk/(gamma)),
(DELTA)Yk = 0 and (DELTA)Yj = Yj - (Yk/(gamma)).
5.
If
Yj - (alpha)(Pj - (DELTA)Pj)
<
0,
Yj - (Yk/(gamma))
<
0,
and
Yk - (alpha)(Pk - (DELTA)Pk)
< = Yk - ((gamma)Yj),
(DELTA)Yk = Yk - ((gamma)Yj) and (DELTA)Yj = 0.
6.
If
Yj - (alpha)(Pj - (DELTA)Pj)
<
0,
Yk - (alpha)(Pk - (DELTA)Pk)
=>
0,
and
Yk - (alpha)(Pk - (DELTA)Pk)
=>
Yk - ((gamma)Yj), (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and
(DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
The purpose of the foregoing
definitional
provisions
together with the related
provisions
allocating
Realized Losses and
defining the REMIC II-A Y and REMIC II-A Z Principal
Distribution
Amounts is to accomplish the following goals in the following order
of priority:
1.
Making the ratio of Yk to Yj equal to (gamma) after taking account
of the
allocation
Realized
Losses and the
distributions
that will be made through end of the Distribution Date to which
such provisions
relate and assuring that the Principal
Reduction
Amount for each of the REMIC II-A
YAA,
REMIC II-A
YBB,
REMIC II-A ZAA and REMIC II-A ZBB Regular
Interests is greater than or
equal to zero for such Distribution Date;
2.
Making (i) the REMIC II-A
YAA Principal
Balance less than or equal to 0.0005 of the sum of the REMIC II-A
YAA and REMIC II-A
ZAA principal
balances and (ii) the REMIC II-A
YBB principal
balances less than or equal to 0.0005 of the sum of the REMIC II-A
YBB and REMIC II-A ZBB Principal
Balances in each case after giving effect to allocations of
Realized Losses and distributions to
be made through the end of the Distribution Date to which such
provisions relate; and
3.
Making
the
larger
of (a) the
fraction
whose
numerator
is Yk and whose
denominator
is the sum of Yk and Zk and (b) the
fraction whose
numerator is Yj and whose
denominator is the sum of Yj, and Zj as large as possible while
remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing
portion of the definition of REMIC II-A Y Principal
Reduction
Amount to
accomplish
both of goals 1 and 2 above,
the
amounts
thereof
should be
adjusted
to so as to
accomplish
such
goals
within
the
requirement
that each
REMIC II-A Y Principal
Reduction
Amount must be less than or equal to the sum of (a) the
principal
Realized
Losses to be
allocated on the related
Distribution
Date for the related Pool and (b) the
remainder
of the
Available
Distribution
Amount for the related Pool or after reduction
thereof by the
distributions to be made on such Distribution in respect of
interest on
the
related
REMIC II-A
Y and
REMIC II-A
Z
Regular
Interests,
or,
if both of such
goals
cannot be
accomplished
within
such
requirement,
such
adjustment
as is
necessary
shall be made to
accomplish
goal 1 within
such
requirement.
In the
event of any
conflict among the provisions of the definition of the
REMIC II-A Y Principal
Reduction
Amounts,
such conflict shall be resolved on
the basis of the goals and their priorities set forth above within
the requirement set forth in the preceding sentence.
REMIC II-A
Realized Losses:
Realized Losses on Group I Loans and Group II Loans shall be
allocated to the REMIC II-A Regular
Interests
as follows:
(1) The interest
portion of Realized
Losses on Group I
Loans,
if any,
shall be allocated
among REMIC II-A
Regular Interests Y-1, Z-1 and I-AX-LT pro rata according to the
amount of interest accrued but unpaid thereon,
in reduction
thereof;
and (2) the interest
portion of Realized Losses on Group II Loans, if any, shall be
allocated among REMIC II-A Regular
Interests Y-2,
Z-2 and II-AX-LT pro rata according to the amount of interest
accrued but unpaid thereon,
in reduction
thereof.
Any interest portion
of such Realized Losses in excess of the amount allocated
pursuant to the preceding
sentence shall be treated as a principal
portion
of Realized
Losses not
attributable
to any
specific
Mortgage
Loan in such Loan Group and
allocated
pursuant
to the
succeeding
sentences.
The
principal
portion of Realized
Losses
with
respect to Loan
Group I and Loan
Group II
shall be
allocated
to the
REMIC II-A
Regular Interests as follows:
(1) The principal portion of Realized Losses on Group I Loans shall
be allocated,
first, to
the REMIC II-A Y-1 Regular Interest to the extent of the REMIC II-A
Y-1 Principal
Reduction Amount in reduction of the
Uncertificated
Principal Balance of such REMIC II-A
Regular Interest and, second,
the remainder,
if any, of such principal portion of such Realized
Losses shall be allocated to the REMIC II-A Z-1 Regular Interest in
reduction of the
Uncertificated
Principal
Balance
thereof;
and
(2) the principal
portion of Realized Losses on Group II Loans shall be allocated,
first,
to the REMIC II-A Y-2 Regular
Interest to
the extent of the
REMIC II-A
Y-2 Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if any, of such principal
portion of such Realized Losses shall be allocated to the REMIC
II-A
Z-2 Regular Interest in reduction of the Uncertificated Principal
Balance thereof.
REMIC II-A Regular Interests:
REMIC II-A Regular Interests Y-1, Y-2, Z-1, Z-2, I-AX-LT and I
I-AX-LT.
REMIC II-A
Regular Interest
I-AX-LT:
A regular
interest in REMIC II-A that is held as an asset of REMIC II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular Interest
II-AX-LT:
A regular interest in REMIC II-A that is held as an asset of REMIC
II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular
Interest
Y-1: A regular
interest
in
REMIC II-A
that is held as an asset of
REMIC II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular
Interest Y-1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the
REMIC II-A Regular Interest Y-1 Principal
Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II-A
Regular Interest Y-1 on such Distribution Date.
REMIC II-A
Regular
Interest
Y-2: A regular
interest
in
REMIC II-A
that is held as an asset of
REMIC II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular
Interest Y-2
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the
REMIC II-A Regular Interest Y-2 Principal
Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II-A
Regular Interest Y-2 on such Distribution Date.
REMIC II-A
Regular
Interest
Z-1: A regular
interest
in
REMIC II-A
that is held as an asset of
REMIC II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular
Interest Z-1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the
REMIC II-A
Regular
Interest Z-1 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to the
REMIC II-A Regular Interest Z-1 on such Distribution Date.
REMIC II-A
Regular
Interest
Z-2: A regular
interest
in
REMIC II-A
that is held as an asset of
REMIC II-B,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-A Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-A
Regular
Interest Z-2
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the
REMIC II-A
Regular
Interest Z-2 Principal
Reduction
Amount for such
Distribution
Date over the Realized
Losses
allocated to the
REMIC II-A Regular Interest Z-2 on such Distribution Date.
REMIC II-A Z
Principal
Reduction
Amounts:
For any
Distribution
Date, the amounts by which the
Uncertificated
Principal
Balances of REMIC II-A Regular
Interests Z-1 and Z-2,
respectively,
will be reduced on such
Distribution
Date by the allocation of
Realized
Losses and the
distribution
of
principal,
which
shall be in each case the excess of (A) the sum of (x) the excess
of the
REMIC II-A
Available
Distribution Amount for the related Loan Group (i.e. the "related
Group" for the REMIC II-A Regular Interest Z-1
is Group I and the "related Loan Group" for REMIC II-A
Regular
Interest Z-2 is Loan
Group II)
exclusive of any amount in respect of
Subsequent
Recoveries
included
therein over the amount
thereof
distributable
in respect of interest on such
REMIC II-A Z Regular
Interest and the related
REMIC II-A Y Regular
Interest and (iv) to such
REMIC II-A Z Regular
Interest and the related
REMIC II-A Y
Regular
Interest
pursuant to the definition of "REMIC II-A
Distribution
Amount" and (y) the amount of Realized Losses
allocable to
principal for the related Loan Group over (B) the REMIC II-A Y
Principal Reduction Amount for the related Loan Group.
REMIC II-B:
The segregated pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
with respect to which a separate
REMIC
election is to be made,
consisting
of the
REMIC II-A
Regular
Interests.
REMIC II-B
Available
Distribution
Amount:
For any Distribution
Date, the amount distributed from REMIC II-A to REMIC II-B
on such Distribution Date in respect of the REMIC II-A Regular
Interests.
REMIC II-B Distribution Amount:
(a)
On each
Distribution
Date,
the following
amounts,
in the following
order of priority,
shall be
distributed by
REMIC II-B to REMIC III on account of the REMIC II-B Regular
Interests:
(i)
to
REMIC III
as the holder of
REMIC II-B
Regular
Interests,
pro rata,
in an amount equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect thereof
remaining unpaid from previous
Distribution
Dates,
in the case of REMIC II-B
Regular
Interest
LT1 each such
amount
having
first been
reduced by Net
Deferred
Interest allocated thereto for the related Distribution Date; and
(ii)
on each
Distribution
Date, to REMIC III as the holder of the REMIC II-B
Regular
Interests,
in an amount
equal to the
remainder of such
portion of the REMIC II-B
Available
Distribution
Amount after the
distributions
made
pursuant to
clause (i) above, allocated as follows (except as provided below):
(A)
in respect of REMIC II-B
Regular
Interests
LT2, LT3, LT4 and LT-Y1 and LT-Y2,
their
respective
Principal Distribution Amounts;
(B)
in respect of REMIC II-B
Regular
Interest LT1 any remainder
until the
Uncertificated
Principal
Balance thereof is reduced to zero;
(C)
any remainder in respect of REMIC II-B
Regular
Interests LT2, LT3, LT4, LT-Y1 and LT-Y2, pro rata
according to their respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed made pursuant to (A) above,
until their respective Uncertificated Principal Balances are
reduced to zero; and
(D)
any
remaining
amounts to the Holders of the
Class R-II
Certificates
in respect of Component II
thereof.
REMIC II-B
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
Uncertificated
Principal
Balances of the REMIC II-B Regular
Interests will be reduced on such
Distribution
Date by the allocation of Realized
Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the aggregate
principal
balance of REMIC II-B
Regular
Interests LT1, LT-Y1 and LT-Y2 after
distributions and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date.
Y2 =
the principal
balance of REMIC II-B
Regular Interest LT2 after
distributions and the allocation of Realized Losses
and Net Deferred Interest on the prior Distribution Date.
Y3 =
the principal
balance of REMIC II-B
Regular Interest LT3 after
distributions and the allocation of Realized Losses
and Net Deferred Interest on the prior Distribution Date.
Y4 =
the principal
balance of REMIC II-B
Regular Interest LT4 after
distributions and the allocation of Realized Losses
and Net Deferred Interest on the prior Distribution Date (note:
Y3 = Y4).
AY1 =
the combined
REMIC II-B
Regular
Interest LT1, LT-Y1 and LT-Y2
Principal
Reduction
Amount.
Such amount shall be
allocated first to LT-Y1 up to the Class Y-1
Principal
Reduction Amount and LT-Y2 up to the Class Y-2
Principal Reduction Amount and
thereafter the remainder shall be allocated to LT1.
AY2 =
the REMIC II-B Regular Interest LT2 Principal Reduction Amount.
AY3 =
the REMIC II-B Regular Interest LT3 Principal Reduction Amount.
AY4 =
the REMIC II-B Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of the
REMIC II-B
Regular
Interests
after
distributions
and the allocation of
Realized Losses and Net Deferred Interest on the prior Distribution
Date.
P1 =
the aggregate
principal
balance of the
REMIC II-B
Regular
Interests
after
distributions
and the allocation of
Realized Losses and Net Deferred Interest to be made on such
Distribution Date.
AP =
P0 - P1 = the aggregate of the REMIC II-B Regular Interests
Principal Reduction Amounts.
=
the
aggregate of the
principal
portions of Realized
Losses and Net Deferred
Interest to be allocated to, and the
principal
distributions
to be made on, the
Certificates on such
Distribution
Date (including
distributions
of accrued and unpaid
interest on the Class SB Certificates for prior Distribution
Dates).
R0 =
the weighted
average of the interest
rates on the REMIC II-A Regular
Interest Z-1 and REMIC II-A Regular
Interest
Z-2
applicable
for
distributions
to be made on such
Distribution
Date (stated as a monthly
rate) after giving
effect to amounts
distributed and Realized Losses and Net Deferred Interest allocated
on the prior Distribution Date.
R1 =
the weighted
average of the interest
rates on the REMIC II-A Regular
Interest Z-1 and REMIC II-A Regular
Interest
Z-2 applicable for
distributions
to be made on the next succeeding
Distribution
Date (stated as a monthly rate) after giving effect
to amounts to be distributed and Realized Losses and Net Deferred
Interest to be allocated on such Distribution Date.
a =
(Y2 + Y3)/P0.
The initial value of a on the Closing Date for use on the first
Distribution Date shall be 0.0001.
a0 =
the lesser of (A) the sum for all Classes of Class A and Class M
Certificates
of the product for each
Class of (i)
the monthly interest rate (as limited by the related Net WAC Cap
Rate, if applicable) for such
Class applicable
for
distributions to
be made on such
Distribution
Date and (ii) the aggregate
Certificate
Principal
Balance for such Class after
distributions and the
allocation of Realized Losses and Net Deferred Interest on the
prior Distribution Date and (B) R0*P0.
a1
=
the lesser of (A) the sum for all Classes of Class A and Class M
Certificates
of the product for each
Class of (i)
the monthly interest rate (as limited by the related Net WAC Cap
Rate, if applicable) for such
Class applicable
for
distributions to
be made on the
next
succeeding
Distribution
Date and
(ii)
the
aggregate
Certificate
Principal
Balance
for
such
Class after
distributions and the allocation of Realized Losses and Net
Deferred Interest to be made on such Distribution Date and (B)
R1*P1.
Then, based on the foregoing definitions:
AY1 =
AP - AY2 - AY3 - AY4;
AY2 =
(a/2){( a0R1 - a1R0)/R0R1};
AY3 =
aAP - AY2; and
AY4 =
AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2)
If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{ a0R1P1 - a1R0P0}/{2R1R0P1 -
a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
REMIC II-B
Realized
Losses:
Realized
Losses on Mortgage
Loans shall be allocated to the REMIC II-B
Regular
Interests as
follows:
the interest portion of Realized Losses on Mortgage Loans, if any,
shall be allocated among the REMIC II-B Regular
Interests
pro rata according to the amount of interest accrued but unpaid
thereon,
in reduction
thereof;
any interest portion of such Realized
Losses in excess of the amount
allocated
pursuant
to the
preceding
sentence
shall be treated as a
principal
portion of Realized
Losses not
attributable to any specific
Mortgage Loan and allocated
pursuant to the succeeding
sentence.
The principal
portion of
Realized Losses on Mortgage Loans shall be allocated to the REMIC
II-B
Regular Interests as follows:
(1) first, to REMIC II-B Regular
Interests LT-Y1 and LT-Y2 to the extent that such losses were
allocated to REMIC II-A Regular Interests Y-1 and Y-2,
respectively,
in
reduction of the
Uncertificated
Principal
Balances
thereof,
second,
to REMIC II-B
Regular
Interests LT2, LT3 and LT4,
pro-rata
according
to their
respective
REMIC II-B
Principal
Reduction
Amounts to the extent
thereof in
reduction
of the
Uncertificated
Principal Balance of such REMIC II-B
Regular
Interests and, third, the remainder,
if any, of such principal portion of such Realized
Losses shall be allocated to REMIC II-B Regular Interest LT1 in
reduction of the Uncertificated Principal Balance thereof.
REMIC II-B Regular Interests:
REMIC II-B Regular Interest LT1,
REMIC II-B Regular Interest LT2,
REMIC II-B Regular Interest
LT3,
REMIC II-B
Regular Interest LT4,
REMIC II-B
Regular Interest LT-Y1,
REMIC II-B
Regular
Interest LT-Y2,
REMIC II-B
Regular
Interest I-AX-LT and REMIC II-B Regular Interest II-AX-LT.
REMIC II-B
Regular
Interest
I-AX-LT:
A regular
interest in REMIC II-B that is held as an asset of REMIC III,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-B Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-B
Regular Interest
II-AX-LT:
A regular
interest in REMIC II-B that is held as an asset of REMIC III,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-B Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-B
Regular
Interest
LT1:
A regular
interest
in
REMIC II-B
that is held as an asset of
REMIC III,
that has an
initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest at the related
Uncertificated
REMIC II-B Pass-Through Rate, and that has such other terms as are
described herein.
REMIC II-B
Regular
Interest LT1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the
REMIC II-B Regular Interest LT1 Principal
Reduction Amount for such Distribution Date over the Realized
Losses allocated to REMIC II-B
Regular Interest LT1 on such Distribution Date.
REMIC II-B
Regular Interest LT2: A regular interest in REMIC II-B that is held
as an asset of REMIC III,
that has an initial
principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II-B
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II-B
Regular
Interest LT2
Principal
Distribution
Amount:
For any
Distribution
Date, 
