RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
DEPOSITOR,
RESIDENTIAL FUNDING CORPORATION,
MASTER SERVICER,
AND
JPMORGAN CHASE BANK, N.A.
TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 1, 2005
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
Series 2005-RS6
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.................................................................9
Accrued Certificate
Interest............................................................9
Adjusted Mortgage
Rate..................................................................9
Adjustment
Date.........................................................................9
Advance.................................................................................9
Affiliate..............................................................................10
Agreement..............................................................................10
Amount Held for Future
Distribution....................................................10
Appraised
Value........................................................................10
Assignment.............................................................................10
Assignment
Agreement...................................................................10
Available Distribution
Amount..........................................................10
Bankruptcy
Code........................................................................11
Book-Entry
Certificate.................................................................11
Business
Day...........................................................................11
Call
Rights............................................................................11
Capitalization Reimbursement
Amount....................................................11
Cash
Liquidation.......................................................................11
Certificate............................................................................11
Certificate
Account....................................................................11
Certificate Account Deposit
Date.......................................................12
Certificateholder or
Holder............................................................12
Certificate
Owner......................................................................12
Certificate Principal
Balance..........................................................12
Certificate Register and Certificate
Registrar.........................................12
Class..................................................................................13
Class A
Certificate....................................................................13
Class A-I Principal Distribution
Amount................................................13
Class A-II Principal Distribution
Amount...............................................13
Class A Basis Risk
Shortfall...........................................................13
Class A Basis Risk Shortfall Carry-Forward
Amount......................................13
Class A Interest Distribution
Amount...................................................13
Class A
Margin.........................................................................14
Class A Principal Distribution
Amount..................................................14
Class B Basis Risk
Shortfall...........................................................14
Class B Basis Risk Shortfall Carry-Forward
Amount......................................15
Class B
Certificate....................................................................15
Class B
Margin.........................................................................15
Class B-1
Certificate..................................................................15
Class B-1 Interest Distribution
Amount.................................................15
Class B-1 Principal Distribution
Amount................................................15
Class IO Distribution
Amount...........................................................16
Class IO
Interest......................................................................16
Class M
Certificate....................................................................16
Class M-1
Certificate..................................................................16
Class M-1 Interest Distribution
Amount.................................................16
Class M-1 Principal Distribution
Amount................................................16
Class M-2
Certificate..................................................................17
Class M-2 Interest Distribution
Amount.................................................17
Class M-2 Principal Distribution
Amount................................................17
Class M-3
Certificate..................................................................18
Class M-3 Interest Distribution
Amount.................................................18
Class M-3 Principal Distribution
Amount................................................18
Class M-4
Certificate..................................................................19
Class M-4 Interest Distribution
Amount.................................................19
Class M-4 Principal Distribution
Amount................................................19
Class M-5
Certificate..................................................................19
Class M-5 Interest Distribution
Amount.................................................20
Class M-5 Principal Distribution
Amount................................................20
Class M-6
Certificate..................................................................20
Class M-6 Interest Distribution
Amount.................................................20
Class M-6 Principal Distribution
Amount................................................21
Class M-7
Certificate..................................................................21
Class M-7 Interest Distribution
Amount.................................................21
Class M-7 Principal Distribution
Amount................................................22
Class M-8
Certificate..................................................................22
Class M-8 Interest Distribution
Amount.................................................22
Class M-8 Principal Distribution
Amount................................................23
Class M-9
Certificate..................................................................23
Class M-9 Interest Distribution
Amount.................................................23
Class M-9 Principal Distribution
Amount................................................24
Class M-10
Certificate.................................................................24
Class M-10 Interest Distribution
Amount................................................24
Class M-10 Principal Distribution
Amount...............................................25
Class M Basis Risk
Shortfall...........................................................25
Class M Basis Risk Shortfall Carry-Forward
Amount......................................25
Class M
Margin.........................................................................25
Class R
Certificate....................................................................26
Class R-I
Certificate..................................................................26
Class R-II
Certificate.................................................................26
Class R-III
Certificate................................................................26
Class R-IV
Certificate.................................................................26
Class R-V
Certificate..................................................................26
Class SB
Certificates..................................................................27
Class SB
Interest......................................................................27
Closing
Date...........................................................................27
Code...................................................................................27
Commission.............................................................................27
Corporate Trust
Office.................................................................27
Corresponding
Class....................................................................27
Credit
Repository......................................................................27
Curtailment............................................................................27
Custodial
Account......................................................................27
Custodial
Agreement....................................................................27
Custodian..............................................................................27
Cut-off
Date...........................................................................27
Cut-off Date
Balance...................................................................27
Cut-off Date Principal
Balance.........................................................28
Debt Service
Reduction.................................................................28
Deficient
Valuation....................................................................28
Definitive
Certificate.................................................................28
Deleted Mortgage
Loan..................................................................28
Delinquent.............................................................................28
Depository.............................................................................28
Depository
Participant.................................................................28
Derivative
Contract....................................................................28
Derivative
Counterparty................................................................29
Destroyed Mortgage
Note................................................................29
Determination
Date.....................................................................29
Disqualified
Organization..............................................................29
Distribution
Date......................................................................29
Due
Date...............................................................................29
Due
Period.............................................................................29
Eligible
Account.......................................................................29
Eligible Master Servicing
Compensation.................................................30
ERISA..................................................................................30
Event of
Default.......................................................................30
Excess Cash
Flow.......................................................................30
Excess Overcollateralization
Amount....................................................30
Exchange
Act...........................................................................30
Fannie
Mae.............................................................................30
FDIC...................................................................................30
FHA....................................................................................31
Final
Certification....................................................................31
Final Distribution
Date................................................................31
Final Scheduled Distribution
Date......................................................31
Fitch..................................................................................31
Fixed Swap
Payment.....................................................................31
Floating Swap
Payment..................................................................31
Foreclosure
Profits....................................................................31
Freddie
Mac............................................................................32
Gross
Margin...........................................................................32
Group I
Loans..........................................................................32
Group II
Loans.........................................................................32
Independent............................................................................32
Index..................................................................................32
Initial Certificate Principal
Balance..................................................32
Insurance
Proceeds.....................................................................32
Interest Accrual
Period................................................................32
Interest Distribution
Amount...........................................................33
Interim
Certification..................................................................33
Interested
Person......................................................................33
Late
Collections.......................................................................33
LIBOR..................................................................................33
LIBOR Business
Day.....................................................................33
LIBOR Rate Adjustment
Date.............................................................33
Limited Repurchase Right
Holder........................................................33
Liquidation
Proceeds...................................................................33
Loan-to-Value
Ratio....................................................................33
Marker
Rate............................................................................33
Maturity
Date..........................................................................34
Maximum Mortgage Loan
Rate.............................................................34
Maximum Mortgage
Rate..................................................................34
Maximum Net Mortgage
Rate..............................................................34
MERS...................................................................................34
MERS(R)System...........................................................................34
MIN....................................................................................34
Minimum Mortgage
Rate..................................................................34
Modified Mortgage
Loan.................................................................34
Modified Mortgage
Rate.................................................................34
Modified Net Mortgage
Rate.............................................................34
MOM
Loan...............................................................................34
Monthly
Payment........................................................................35
Moody's................................................................................35
Mortgage...............................................................................35
Mortgage
File..........................................................................35
Mortgage Loan
Schedule.................................................................35
Mortgage
Loans.........................................................................36
Mortgage
Note..........................................................................36
Mortgage
Rate..........................................................................36
Mortgaged
Property.....................................................................36
Mortgagor..............................................................................37
Net Mortgage
Rate......................................................................37
Net WAC Cap
Rate.......................................................................37
Non-Primary Residence
Loans............................................................37
Non-United States
Person...............................................................37
Nonrecoverable
Advance.................................................................37
Nonsubserviced Mortgage
Loan...........................................................38
Note
Margin............................................................................38
Notice.................................................................................38
Officers'
Certificate..................................................................38
Opinion of
Counsel.....................................................................38
Optional Termination
Date..............................................................38
Outstanding Mortgage
Loan..............................................................38
Overcollateralization
Amount...........................................................38
Overcollateralization
Floor............................................................39
Overcollateralization Increase
Amount..................................................39
Overcollateralization Reduction
Amount.................................................39
Ownership
Interest.....................................................................39
Pass-Through
Rate......................................................................39
Paying
Agent...........................................................................39
Percentage
Interest....................................................................40
Periodic
Cap...........................................................................40
Permitted
Investments..................................................................40
Permitted
Transferee...................................................................41
Person.................................................................................41
Pool Stated Principal
Balance..........................................................41
Prepayment
Assumption..................................................................41
Prepayment Interest
Shortfall..........................................................41
Prepayment
Period......................................................................42
Primary Insurance
Policy...............................................................42
Principal Allocation
Amount............................................................42
Principal Distribution
Amount..........................................................42
Principal
Prepayment...................................................................43
Principal Prepayment in
Full...........................................................43
Principal Remittance
Amount............................................................43
Program
Guide..........................................................................43
Purchase
Price.........................................................................43
Qualified
Insurer......................................................................44
Qualified Substitute Mortgage
Loan.....................................................44
Rating
Agency..........................................................................44
Realized
Loss..........................................................................45
Record
Date............................................................................45
Regular
Certificates...................................................................45
Regular
Interest.......................................................................45
Relief
Act.............................................................................46
Relief Act
Shortfalls..................................................................46
REMIC..................................................................................46
REMIC
Administrator....................................................................46
REMIC
I................................................................................46
REMIC Regular
Interests................................................................46
REMIC I Regular
Interests..............................................................46
REMIC I Regular Interest
A-I...........................................................46
REMIC II Interest Loss Allocation
Amount...............................................46
REMIC II Overcollateralized
Amount.....................................................47
REMIC II Principal Loss Allocation
Amount..............................................47
REMIC II Regular
Interests.............................................................47
REMIC II Required Overcollateralization
Amount.........................................47
REMIC II Regular Interest
I-AA.........................................................47
REMIC II Regular Interest
A-I-1........................................................47
REMIC II Regular Interest
A-I-2........................................................47
REMIC II Regular Interest
A-I-3........................................................47
REMIC II Regular Interest
A-II-1.......................................................48
REMIC II Regular Interest
A-II-2.......................................................48
REMIC II Regular Interest
M-1..........................................................48
REMIC II Regular Interest
M-2..........................................................48
REMIC II Regular Interest
M-3..........................................................48
REMIC II Regular Interest
M-4..........................................................48
REMIC II Regular Interest
M-5..........................................................48
REMIC II Regular Interest
M-6..........................................................48
REMIC II Regular Interest
M-7..........................................................48
REMIC II Regular Interest
M-8..........................................................48
REMIC II Regular Interest
M-9..........................................................49
REMIC II Regular Interest
M-10.........................................................49
REMIC II Regular Interest
B-1..........................................................49
REMIC II Regular Interest
I-ZZ.........................................................49
REMIC II Regular Interest
I-IO.........................................................49
REMIC II Regular Interest I-ZZ Maximum Interest Deferral
Amount........................49
REMIC
III..............................................................................49
REMIC III
Certificate..................................................................49
REMIC III
Certificateholder............................................................49
REMIC III Regular
Interest.............................................................49
REMIC
IV...............................................................................50
REMIC IV
Certificate...................................................................50
REMIC
V................................................................................50
REMIC V
Interests......................................................................50
REMIC
Provisions.......................................................................50
REO
Acquisition........................................................................50
REO
Disposition........................................................................50
REO Imputed
Interest...................................................................50
REO
Proceeds...........................................................................50
REO
Property...........................................................................50
Reportable Modified Mortgage
Loan......................................................50
Repurchase
Event.......................................................................51
Request for
Release....................................................................51
Required Insurance
Policy..............................................................51
Required Overcollateralization
Amount..................................................51
Reserve
Fund...........................................................................51
Reserve Fund
Deposit...................................................................51
Reserve Fund Residual
Right............................................................51
Residential
Funding....................................................................51
Responsible
Officer....................................................................51
Senior Enhancement
Percentage..........................................................51
Sequential Trigger
Event...............................................................52
Servicing
Accounts.....................................................................52
Servicing
Advances.....................................................................52
Servicing
Fee..........................................................................52
Servicing Fee
Rate.....................................................................52
Servicing
Modification.................................................................52
Servicing
Officer......................................................................52
Sixty-Plus Delinquency
Percentage......................................................52
Standard &
Poor's......................................................................53
Startup
Date...........................................................................53
Stated Principal
Balance...............................................................53
Stepdown
Date..........................................................................53
Sub-Group..............................................................................53
Subordination..........................................................................53
Subordination
Percentage...............................................................53
Subsequent
Recoveries..................................................................53
Subserviced Mortgage
Loan..............................................................54
Subservicer............................................................................54
Subservicer
Advance....................................................................54
Subservicing
Account...................................................................54
Subservicing
Agreement.................................................................54
Subservicing
Fee.......................................................................54
Subservicing Fee
Rate..................................................................54
Swap Agreement Notional
Balance........................................................54
Swap Agreement Purchase
Price..........................................................54
Tax
Returns............................................................................55
Transfer...............................................................................55
Transferee.............................................................................55
Transferor.............................................................................55
Trigger
Event..........................................................................55
Trust
Fund.............................................................................56
Uniform Single Attestation Program for Mortgage
Bankers................................56
Uncertificated Notional
Amount.........................................................56
Uncertificated Pass-Through
Rate.......................................................57
Uncertificated Principal
Balance.......................................................58
Uncertificated REMIC I Pass-Through
Rate...............................................58
Uncertificated REMIC II Pass-Through
Rate..............................................58
Uninsured
Cause........................................................................61
United States
Person...................................................................61
VA.....................................................................................62
Voting
Rights..........................................................................62
Section 1.02. Determination of
LIBOR.....................................................62
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage
Loans...............................................64
Section 2.02. Acceptance by
Trustee......................................................67
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer
and the
Depositor..........................................................69
Section 2.04. Representations and Warranties of Residential
Funding......................71
Section 2.05. Execution and Authentication of Certificates;
Conveyance of REMIC
Regular
Interests..........................................................73
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as
Servicer.........................................75
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers'
Obligations...................................76
Section 3.03. Successor
Subservicers.....................................................77
Section 3.04. Liability of the Master
Servicer...........................................78
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders.........................................................78
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee............78
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial
Account....................................................................79
Section 3.08. Subservicing Accounts; Servicing
Accounts..................................81
Section 3.09. Access to Certain Documentation and Information
Regarding the
Mortgage
Loans.............................................................83
Section 3.10. Permitted Withdrawals from the Custodial
Account...........................83
Section 3.11. Maintenance of Primary Insurance
Coverage..................................85
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage..........86
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments............................................87
Section 3.14. Realization Upon Defaulted Mortgage
Loans..................................89
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files............................91
Section 3.16. Servicing and Other Compensation; Eligible Master
Servicing
Compensation...............................................................93
Section 3.17. Reports to the Trustee and the
Depositor...................................94
Section 3.18. Annual Statement as to
Compliance..........................................94
Section 3.19. Annual Independent Public Accountants' Servicing
Report....................94
Section 3.20. Right of the Depositor in Respect of the Master
Servicer...................95
Section 3.21. Advance
Facility...........................................................95
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate
Account.......................................................100
Section 4.02.
Distributions.............................................................100
Section 4.03. Statements to Certificateholders; Statements to
Rating Agencies;
Exchange Act
Reporting....................................................108
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances
by the Master
Servicer....................................................111
Section 4.05. Allocation of Realized
Losses.............................................113
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.............115
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.............................115
Section 4.08. Limited Mortgage Loan Repurchase
Right....................................116
Section 4.09. Distribution of Class A Basis Risk Shortfall
Carry-Forward Amounts
and Class M Basis Risk Shortfall Carry-Forward Amounts; Reserve
Fund; Swap
Account........................................................116
Section 4.10.
[Reserved]................................................................120
Section 4.11. Derivative
Contracts......................................................120
Section 4.12
Tax Treatment of Swap Payments and Swap Termination
Payments..............121
ARTICLE V
THE CERTIFICATES
Section 5.01. The
Certificates..........................................................122
Section 5.02. Registration of Transfer and Exchange of
Certificates.....................124
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.........................129
Section 5.04. Persons Deemed
Owners.....................................................130
Section 5.05. Appointment of Paying
Agent...............................................130
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the
Master Servicer...........131
Section 6.02. Merger or Consolidation of the Depositor or the
Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer..........131
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer and
Others....................................................................132
Section 6.04. Depositor and Master Servicer Not to
Resign...............................133
ARTICLE VII
DEFAULT
Section 7.01. Events of
Default.........................................................134
Section 7.02. Trustee or Depositor to Act; Appointment of
Successor.....................135
Section 7.03. Notification to
Certificateholders........................................137
Section 7.04. Waiver of Events of
Default...............................................137
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of
Trustee.........................................................138
Section 8.02. Certain Matters Affecting the
Trustee.....................................139
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.....................141
Section 8.04. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.......141
Section 8.05. Eligibility Requirements for
Trustee......................................142
Section 8.06. Resignation and Removal of the
Trustee....................................143
Section 8.07. Successor
Trustee.........................................................144
Section 8.08. Merger or Consolidation of
Trustee........................................144
Section 8.09. Appointment of Co-Trustee or Separate
Trustee.............................144
Section 8.10. Appointment of
Custodians.................................................145
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by Residential Funding or
Liquidation of
All Mortgage
Loans........................................................147
Section 9.02. Additional Termination
Requirements.......................................150
ARTICLE X
REMIC PROVISIONS
Section 10.01.REMIC
Administration......................................................151
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification..........155
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section
11.01.Amendment.................................................................156
Section 11.02.Recordation of Agreement;
Counterparts....................................158
Section 11.03.Limitation on Rights of
Certificateholders................................159
Section 11.04.Governing
Law.............................................................160
Section
11.05.Notices...................................................................160
Section 11.06.Notices to Rating
Agencies................................................160
Section 11.07.Severability of
Provisions................................................161
Section 11.08.Supplemental Provisions for
Resecuritization..............................161
Section
11.09.[Reserved]................................................................162
Section 11.10.Third Party
Beneficiaries.................................................162
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
Form of Class B Certificate
Exhibit D
Form of Class SB Certificate
Exhibit E
Form of Class R Certificate
Exhibit F
Form of Custodial Agreement
Exhibit G-1
Group I Loan Schedule
Exhibit G-2
Group II Loan Schedule
Exhibit H
Forms of Request for Release
Exhibit I-1
Form of Transfer Affidavit and Agreement
Exhibit I-2
Form of Transferor Certificate
Exhibit J
Form of Investor Representation Letter
Exhibit K
Form of Transferor Representation Letter
Exhibit L
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section
11.01(e) for a Limited Guaranty
Exhibit M
Form of Limited Guaranty
Exhibit N
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O
Form of Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q
Form of ERISA Representation Letter (Class M Certificates and Class
B
Certificates)
Exhibit R-1
Form 10-K Certification
Exhibit R-2
Form 10-K Back-up Certification
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit T
Schedule of Swap Agreement Notional Balances
Exhibit U
Swap Agreement
This Pooling and Servicing Agreement,
effective as of June 1, 2005, among RESIDENTIAL
ASSET
MORTGAGE
PRODUCTS,
INC., as depositor
(together
with its permitted
successors
and
assigns,
the "Depositor"),
RESIDENTIAL
FUNDING
CORPORATION,
as master servicer
(together
with its permitted
successors and assigns,
the "Master Servicer"),
and JPMORGAN CHASE BANK,
N.A.,
a
banking
association
organized
under the laws of the
United
States,
as
trustee
(together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued hereunder in twenty-two classes,
which in
the aggregate
will evidence the entire
beneficial
ownership
interest in the Mortgage Loans
(as defined herein).
REMIC I
As
provided
herein,
the
REMIC
Administrator
will make an
election
to treat the
segregated
pool of assets
consisting of the Mortgage
Loans and certain other related assets
(exclusive
of the Reserve
Fund,
the Swap
Account and the Swap
Agreement)
subject to this
Agreement as a real estate
mortgage
investment
conduit (a "REMIC")
for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as "REMIC I." 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
following
table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC I
Pass-Through Rate") and initial
Uncertificated
Principal Balance for the "regular interests"
in
REMIC
I
(the
"REMIC
I
Regular
Interests").
The
"latest
possible
maturity
date"
(determined for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii))
for
the
REMIC I
Regular
Interests
shall be the 360th
Distribution
Date.
The REMIC I Regular
Interests will not be certificated.
UNCERTIFICATED REMIC
I
UNCERTIFICATED PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE
$
A-I
Variable(1)
1,231.00
June 25, 2035
$
I-1-A
Variable(1)
4,670,916.15
June 25, 2035
$
I-1-B
Variable(1)
4,670,916.15
June 25, 2035
$
I-2-A
Variable(1)
6,652,579.07
June 25, 2035
$
I-2-B
Variable(1)
6,652,579.07
June 25, 2035
$
I-3-A
Variable(1)
32,456,673.20
June 25, 2035
$
I-3-B
Variable(1)
32,456,673.20
June 25, 2035
$
I-4-A
Variable(1)
13,467,052.79
June 25, 2035
$
I-4-B
Variable(1)
13,467,052.79
June 25, 2035
$
I-5-A
Variable(1)
11,868,110.93
June 25, 2035
$
I-5-B
Variable(1)
11,868,110.93
June 25, 2035
$
I-6-A
Variable(1)
13,719,631.84
June 25, 2035
$
I-6-B
Variable(1)
13,719,631.84
June 25, 2035
$
I-7-A
Variable(1)
15,516,881.89
June 25, 2035
$
I-7-B
Variable(1)
15,516,881.89
June 25, 2035
$
I-8-A
Variable(1)
17,516,988.76
June 25, 2035
$
I-8-B
Variable(1)
17,516,988.76
June 25, 2035
$
I-9-A
Variable(1)
20,038,669.21
June 25, 2035
$
I-9-B
Variable(1)
20,038,669.21
June 25, 2035
$
I-10-A
Variable(1)
19,696,755.39
June 25, 2035
$
I-10-B
Variable(1)
19,696,755.39
June 25, 2035
$
I-11-A
Variable(1)
20,363,624.75
June 25, 2035
$
I-11-B
Variable(1)
20,363,624.75
June 25, 2035
$
I-12-A
Variable(1)
19,409,981.61
June 25, 2035
$
I-12-B
Variable(1)
19,409,981.61
June 25, 2035
$
I-13-A
Variable(1)
18,500,678.94
June 25, 2035
$
I-13-B
Variable(1)
18,500,678.94
June 25, 2035
$
I-14-A
Variable(1)
17,634,647.21
June 25, 2035
$
I-14-B
Variable(1)
17,634,647.21
June 25, 2035
$
I-15-A
Variable(1)
16,809,806.49
June 25, 2035
$
I-15-B
Variable(1)
16,809,806.49
June 25, 2035
$
I-16-A
Variable(1)
16,024,177.50
June 25, 2035
$
I-16-B
Variable(1)
16,024,177.50
June 25, 2035
$
I-17-A
Variable(1)
15,285,027.27
June 25, 2035
$
I-17-B
Variable(1)
15,285,027.27
June 25, 2035
$
I-18-A
Variable(1)
14,570,818.89
June 25, 2035
$
I-18-B
Variable(1)
14,570,818.89
June 25, 2035
$
I-19-A
Variable(1)
13,911,768.44
June 25, 2035
$
I-19-B
Variable(1)
13,911,768.44
June 25, 2035
$
I-20-A
Variable(1)
13,709,537.67
June 25, 2035
$
I-20-B
Variable(1)
13,709,537.67
June 25, 2035
$
I-21-A
Variable(1)
15,586,905.92
June 25, 2035
$
I-21-B
Variable(1)
15,586,905.92
June 25, 2035
$
I-22-A
Variable(1)
46,610,692.98
June 25, 2035
$
I-22-B
Variable(1)
46,610,692.98
June 25, 2035
$
I-23-A
Variable(1)
128,336,583.33
June 25, 2035
$
I-23-B
Variable(1)
128,336,583.33
June 25, 2035
$
I-24-A
Variable(1)
5,459,446.89
June 25, 2035
$
I-24-B
Variable(1)
5,459,446.89
June 25, 2035
$
I-25-A
Variable(1)
4,783,546.70
June 25, 2035
$
I-25-B
Variable(1)
4,783,546.70
June 25, 2035
$
I-26-A
Variable(1)
3,998,025.16
June 25, 2035
$
I-26-B
Variable(1)
3,998,025.16
June 25, 2035
$
I-27-A
Variable(1)
3,009,740.35
June 25, 2035
$
I-27-B
Variable(1)
3,009,740.35
June 25, 2035
$
I-28-A
Variable(1)
2,867,797.86
June 25, 2035
$
I-28-B
Variable(1)
2,867,797.86
June 25, 2035
$
I-29-A
Variable(1)
2,736,524.31
June 25, 2035
$
I-29-B
Variable(1)
2,736,524.31
June 25, 2035
$
I-30-A
Variable(1)
2,611,921.00
June 25, 2035
$
I-30-B
Variable(1)
2,611,921.00
June 25, 2035
$
I-31-A
Variable(1)
2,493,622.50
June 25, 2035
$
I-31-B
Variable(1)
2,493,622.50
June 25, 2035
$
I-32-A
Variable(1)
2,409,807.12
June 25, 2035
$
I-32-B
Variable(1)
2,409,807.12
June 25, 2035
$
I-33-A
Variable(1)
2,414,927.65
June 25, 2035
$
I-33-B
Variable(1)
2,414,927.65
June 25, 2035
$
I-34-A
Variable(1)
6,991,604.00
June 25, 2035
$
I-34-B
Variable(1)
6,991,604.00
June 25, 2035
$
I-35-A
Variable(1)
7,117,789.34
June 25, 2035
$
I-35-B
Variable(1)
7,117,789.34
June 25, 2035
$
I-36-A
Variable(1)
1,375,898.99
June 25, 2035
$
I-36-B
Variable(1)
1,375,898.99
June 25, 2035
$
I-37-A
Variable(1)
1,325,842.52
June 25, 2035
$
I-37-B
Variable(1)
1,325,842.52
June 25, 2035
$
I-38-A
Variable(1)
1,277,812.02
June 25, 2035
$
I-38-B
Variable(1)
1,277,812.02
June 25, 2035
$
I-39-A
Variable(1)
1,231,715.02
June 25, 2035
$
I-39-B
Variable(1)
1,231,715.02
June 25, 2035
$
I-40-A
Variable(1)
1,187,463.76
June 25, 2035
$
I-40-B
Variable(1)
1,187,463.76
June 25, 2035
$
I-41-A
Variable(1)
1,144,974.91
June 25, 2035
$
I-41-B
Variable(1)
1,144,974.91
June 25, 2035
$
I-42-A
Variable(1)
1,104,169.32
June 25, 2035
$
I-42-B
Variable(1)
1,104,169.32
June 25, 2035
$
I-43-A
Variable(1)
1,064,971.84
June 25, 2035
$
I-43-B
Variable(1)
1,064,971.84
June 25, 2035
$
I-44-A
Variable(1)
1,027,311.01
June 25, 2035
$
I-44-B
Variable(1)
1,027,311.01
June 25, 2035
$
I-45-A
Variable(1)
991,118.97
June 25, 2035
$
I-45-B
Variable(1)
991,118.97
June 25, 2035
$
I-46-A
Variable(1)
956,331.20
June 25, 2035
$
I-46-B
Variable(1)
956,331.20
June 25, 2035
$
I-47-A
Variable(1)
922,886.34
June 25, 2035
$
I-47-B
Variable(1)
922,886.34
June 25, 2035
$
I-48-A
Variable(1)
890,726.06
June 25, 2035
$
I-48-B
Variable(1)
890,726.06
June 25, 2035
$
I-49-A
Variable(1)
859,794.84
June 25, 2035
$
I-49-B
Variable(1)
859,794.84
June 25, 2035
$
I-50-A
Variable(1)
830,039.88
June 25, 2035
$
I-50-B
Variable(1)
830,039.88
June 25, 2035
$
I-51-A
Variable(1)
801,410.92
June 25, 2035
$
I-51-B
Variable(1)
801,410.92
June 25, 2035
$
I-52-A
Variable(1)
773,860.12
June 25, 2035
$
I-52-B
Variable(1)
773,860.12
June 25, 2035
$
I-53-A
Variable(1)
747,341.92
June 25, 2035
$
I-53-B
Variable(1)
747,341.92
June 25, 2035
$
I-54-A
Variable(1)
729,362.81
June 25, 2035
$
I-54-B
Variable(1)
729,362.81
June 25, 2035
$
I-55-A
Variable(1)
696,777.65
June 25, 2035
$
I-55-B
Variable(1)
696,777.65
June 25, 2035
$
I-56-A
Variable(1)
691,965.18
June 25, 2035
$
I-56-B
Variable(1)
691,965.18
June 25, 2035
$
I-57-A
Variable(1)
1,132,588.88
June 25, 2035
$
I-57-B
Variable(1)
1,132,588.88
June 25, 2035
$
I-58-A
Variable(1)
737,687.37
June 25, 2035
$
I-58-B
Variable(1)
737,687.37
June 25, 2035
$
I-59-A
Variable(1)
873,039.50
June 25, 2035
$
I-59-B
Variable(1)
873,039.50
June 25, 2035
$
I-60-A
Variable(1)
17,371,645.93
June 25, 2035
$
I-60-B
Variable(1)
17,371,645.93
June 25, 2035
___________________________
(1)
Calculated in accordance with the definition of
"Uncertificated
REMIC I Pass-Through
Rate" herein.
REMIC II
As provided herein,
the REMIC
Administrator
will elect to treat the segregated pool
of assets
consisting
of the REMIC I Regular
Interests
as a REMIC for
federal
income
tax
purposes,
and such
segregated
pool of assets will be
designated
as "REMIC II".
The Class
R-II Certificates
will be the sole class of "residual
interests" in REMIC II for purposes of
the REMIC
Provisions.
The
following
table
irrevocably
sets
forth the
designation,
the
Uncertificated REMIC II Pass-Through Rate, the initial
Uncertificated
Principal Balance and,
for
purposes of
satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii),
the "latest
possible maturity date" for each of the REMIC II Regular
Interests (as defined herein).
None
of the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC
II
INITIAL UNCERTIFICATED
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
I-AA
Variable(1)
$
1,176,001,206.38
June 25, 2035
A-I-1
Variable(1)
$
2,538,900.00
June 25, 2035
A-I-2
Variable(1)
$
2,500,100.00
June 25, 2035
A-I-3
Variable(1)
$
404,100.00
June 25, 2035
A-II-1
Variable(1)
$
3,464,800.00
June 25, 2035
A-II-2
Variable(1)
$
866,100.00
June 25, 2035
M-1
Variable(1)
$
510,000.00
June 25, 2035
M-2
Variable(1)
$
330,000.00
June 25, 2035
M-3
Variable(1)
$
210,000.00
June 25, 2035
M-4
Variable(1)
$
210,000.00
June 25, 2035
M-5
Variable(1)
$
78,000.00
June 25, 2035
M-6
Variable(1)
$
168,000.00
June 25, 2035
M-7
Variable(1)
$
144,000.00
June 25, 2035
M-8
Variable(1)
$
120,000.00
June 25, 2035
M-9
Variable(1)
$
120,000.00
June 25, 2035
M-10
Variable(1)
$
120,000.00
June 25, 2035
B-1
Variable(1)
$
48,000.00
June 25, 2035
I-ZZ
Variable(1)
$
12,168,024.62
June 25, 2035
IO
(1)
(2)
June 25, 2035
___________________________
----------------------------------------------------------------------------------------------
(1)
Calculated in accordance with the definition of "Uncertificated
REMIC II Pass-Through
Rate" herein.
(2)
REMIC II Regular
Interest IO will not have an
Uncertificated
Principal
Balance but
will accrue interest on its
uncertificated
notional amount
calculated in accordance
with the definition of "Uncertificated Notional Amount" herein.
REMIC III
As provided herein,
the REMIC
Administrator
will elect to treat the segregated pool
of assets
consisting
of the REMIC II Regular
Interests
as a REMIC for
federal
income tax
purposes,
and such
segregated
pool of assets
will be
designated
as REMIC III.
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
following
table
irrevocably sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal Balance (or
Uncertificated
Principal
Balance,
in the case of the Class SB and IO
interests),
certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates
comprising the interests
representing "regular interests" in REMIC III
and the Class R Certificates.
The "latest
possible
maturity date"
(determined for purposes
of
satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii))
for each Class of Regular
Certificates shall be the 360th Distribution Date.
Each
Certificate,
other than the Class SB Certificate
and the Class R Certificates,
represents
ownership of a regular
interest in REMIC III and also represents (i) the right to
receive
payments with respect to the related Basis Risk
Shortfall
Carry-Forward
Amount and
(ii) the
obligation to pay Class IO
Distribution
Amount.
The
entitlement
to principal of
the REMIC III regular interest which
corresponds to each such
Certificate
shall be equal in
amount and timing to the entitlement to principal of such
Certificate.
AGGREGATE
INITIAL
FINAL
CERTIFICATE
SCHEDULED
PASS-THROUGH
PRINCIPAL
DISTRIBUTION
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
INITIAL RATINGS
S&P
MOODY'S
FITCH
Class A-I-1((6))
Senior
Adjustable(1)
$
253,890,000.00Senior
July 25, 2025
AAA
Aaa
AAA
Class
Senior
Adjustable(1)
$
250,010,000.00Senior
April 25, 2034
AAA
Aaa
AAA
A-I-2((6))
((2))
Class
Senior
Adjustable(1)
$
40,410,000.00Senior
June 25, 2035
AAA
Aaa
AAA
A-I-3((6))
((2))
Class
Senior
Adjustable(1)
$
346,480,000.00Senior
June 25, 2035
AAA
Aaa
AAA
A-II-1((6))
((2))
Class
Senior
Adjustable(1)
$
86,610,000.00Senior
June 25, 2035
AAA
Aaa
AAA
A-II-2((6))
((2))
Class M-1((6))
Mezzanine
Adjustable(1)
$
51,000,000.Mezzanine
June 25, 2035
AA+
Aa1
AA+
((2))
Class M-2((6))
Mezzanine
Adjustable(1)
$
33,000,000.Mezzanine
June 25, 2035
AA
Aa2
AA
((2))
Class M-3((6))
Mezzanine
Adjustable(1)
$
21,000,000.Mezzanine
June 25, 2035
AA-
Aa3
AA
((2))
Class M-4((6))
Mezzanine
Adjustable(1)
$
21,000,000.Mezzanine
June 25, 2035
A+
A1
AA-
((2))
Class M-5((6))
Mezzanine
Adjustable(1)
$
7,800,000.Mezzanine
June 25, 2035
A+
A2
AA-
((2))
Class M-6((6))
Mezzanine
Adjustable(1)
$
16,800,000.Mezzanine
June 25, 2035
A
A3
A+
((2))
Class M-7((6))
Mezzanine
Adjustable(1)
$
14,400,000.Mezzanine
June 25, 2035
BBB+
Baa1
A
((2))
Class M-8((6))
Mezzanine
Adjustable(1)
$
12,000,000.Mezzanine
June 25, 2035
BBB
Baa2
A-
((2))
Class M-9((6))
Mezzanine
Adjustable(1)
$
12,000,000.Mezzanine
June 25, 2035
BBB-
Baa3
BBB+
((2))
Class M-10((6)) Mezzanine
Adjustable(1)
$
12,000,000.Mezzanine
June 25, 2035
BB+
Ba1
BBB-
((2))
Class B-1((6))
SubordinateAdjustable(1)
$
4,800,000.SubordinateJune 25, 2035
BB+
NR
BB+
((2))
Class SB
Subordinate Variable(3)
$
16,801,231.Subordinate
N/A
Interest
Class R-I
Residual
N/A
Residual
N/A
N/A
Class R-II
Residual
N/A
Residual
N/A
N/A
Class R-III
Residual
N/A
Residual
N/A
N/A
Class R-IV
Residual
N/A
Residual
N/A
N/A
Class R-V
Residual
N/A
Residual
N/A
N/A
Class IO
Residual
(4)
(5)
Residual
N/A
Interest
_______________
----------------------------------------------------------------------------------------------
(1) Calculated in accordance
with the definition of
"Pass-Through
Rate" herein.
Each REMIC
III Regular
Interest
ownership of which is
represented
by a Certificate
will have the
same Pass-Through
Rate as that Certificate,
except with respect to the Net WAC Cap Rate.
The Net WAC Cap Rate for each Regular
Certificate
(other than the Class SB Certificates)
and each REMIC III Regular
Interest
the
ownership
of which is
represented
thereby is
specified in the definition of Net WAC Cap Rate.
(2) On and after the second
Distribution Date after the first possible
Optional
Termination
Date, the margin on each of the Class A-I-2,
Class A-I-3 and Class A-II Certificates will
double and the margin on each of the Class M Certificates
and Class B
Certificates
will
increase by 1.5 times.
(3) The Class SB
Interest
will
accrue
interest at its
variable
Pass-Through
Rate on the
Uncertificated
Notional
Amount of the Class SB
Interest
outstanding
from time to time
which shall equal the Uncertificated
Principal Balance of the REMIC II Regular Interests.
The Class SB Interest will not accrue interest on its
Uncertificated Principal Balance.
(4) For federal income tax purposes,
the Class IO Interest will not have a Pass-Through Rate,
but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest IO.
(5) For federal
income tax purposes,
the Class IO Interest
will not have an
Uncertificated
Principal Balance,
but will have a notional amount equal to the
Uncertificated
Notional
Amount of REMIC II Regular Interest IO.
(6) This Class of
Certificates
represents
ownership
of a "regular
interest" in REMIC III.
Any amount
distributed on this Class of Certificates on any
Distribution
Date in excess
of
the
amount
distributable
on
the
related
REMIC
III
Regular
Interest
on
such
Distribution
Date shall be treated
for federal
income tax
purposes as having been paid
from the Reserve Fund or the Swap Account, as applicable,
and any amount distributable on
such
REMIC III
Regular
Interest
on such
Distribution
Date in
excess
of the
amount
distributable on such Class of Certificates on such
Distribution Date shall be treated as
having been paid to the Swap Account,
all pursuant to and as further
provided in Section
4.09 hereof.
REMIC IV
As provided herein, the REMIC
Administrator
shall elect to treat the segregated pool
of assets
consisting
of the Class SB Interest as a REMIC for
federal
income tax
purposes,
and
such
segregated
pool of
assets
will be
designated
as
"REMIC
IV." The
Class
R-IV
Certificate
represents
the sole class of
"residual
interests"
in REMIC IV for purposes of
the REMIC Provisions.
The
following
table sets forth the Class
designation,
Pass-Through
Rate,
Initial
Certificate
Principal
Balance and, for purposes of satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date"
for
the
indicated
Class
of
Certificates that represents a "regular interest" in REMIC IV
created hereunder:
INITIAL CERTIFICATE
LATEST POSSIBLE
CLASS DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
SB
Variable(1)
$16,801,231.22
June 25, 2035
_______________
----------------------------------------------------------------------------------------------
(1)
The Class SB
Certificates
will
receive
100% of amounts
received in respect of the
Class SB Interest.
REMIC V
As provided herein, the REMIC
Administrator
shall elect to treat the segregated pool
of assets
consisting
of the Class IO Interest as a REMIC for
federal
income tax
purposes,
and
such
segregated
pool
of
assets
will be
designated
as
"REMIC
V."
The
Class
R-V
Certificate
represents the sole class of "residual
interests" in REMIC V for purposes of the
REMIC Provisions.
The
following
table
sets
forth
the
designation,
Pass-Through
Rate,
initial
Uncertificated
Principal Balance and, for purposes of satisfying
Treasury Regulation Section
1.860G-1(a)(4)(iii),
the
"latest
possible
maturity
date"
for
the
indicated
class
of
interests that represents a "regular interest" in REMIC V created
hereunder:
INITIAL
UNCERTIFICATED
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
IO(1)
(2)
(3)
June 25, 2035
_______________
----------------------------------------------------------------------------------------------
(1)
REMIC V Regular
Interest IO will be held as an asset of the Swap Account
established
by the Trustee.
(2)
REMIC V Regular
Interest IO will not have a Pass-Through
Rate, but will receive 100%
of amounts received in respect of the Class IO Interest.
(3)
REMIC V Regular Interest IO will not have an
Uncertificated
Principal
Balance,
but
will have a notional amount equal to the
Uncertificated
Notional Amount of the Class
IO Interest.
The
Mortgage
Loans
have an
aggregate
Cut-off
Date
Principal
Balance
equal
to
$1,200,001,231.22.
The Mortgage Loans are fixed-rate and
adjustable-rate,
fully amortizing,
first and second lien mortgage loans having terms to maturity at
origination or
modification
of generally not more than 30 years.
In consideration of the mutual agreements herein contained,
the Depositor, 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 the Class A,
Class M and Class B
Certificates,
interest
accrued
during the preceding
Interest
Accrual
Period on its Certificate
Principal
Balance
immediately
prior to such Distribution Date at
the related Pass-Through Rate for that Distribution Date.
The amount of Accrued
Certificate
Interest
on each Class of
Certificates
shall be
reduced by the amount of (a) Prepayment
Interest
Shortfalls on the Mortgage Loans during the
prior
calendar
month (to the extent not covered by Eligible
Master
Servicing
Compensation
pursuant to Section 3.16) and Relief Act
Shortfalls on Mortgage
Loans during the related Due
Period,
in each case to the
extent
allocated
to that
Class of
Certificates
pursuant
to
Section
4.02(k);
and (b) the
interest
portion of Realized
Losses
allocated to such Class
through Subordination as described in Section 4.05.
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 for
that
Distribution
Date on the notional amount as specified in the definition of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date in each case,
reduced
by any
interest
shortfalls
with respect to the Mortgage Loans
including
Prepayment
Interest
Shortfalls to
the extent not covered by Eligible Master Servicing
Compensation
pursuant to Section 3.16 or
by Excess Cash Flow pursuant to clauses
(xvii) and (xviii) of Section
4.02(f) or by the Swap
Agreement
pursuant
to
clauses
(C)
and
(D)
of
Section
4.09(c).
In
addition,
Accrued
Certificate
Interest
with
respect
to
each
Distribution
Date,
as
to
the
Class
SB
Certificates,
shall be reduced by an amount equal to the interest
portion of Realized Losses
allocated
to the
Overcollateralization
Amount
pursuant
to Section
4.05
hereof.
Accrued
Certificate
Interest
on the Class A, Class M and Class B
Certificates
shall
accrue on the
basis
of a
360-day
year and the
actual
number
of days in the
related
Interest
Accrual
Period.
Accrued
Certificate
Interest on the Class SB Certificates shall accrue on the basis
of a 360 day year consisting of twelve 30 day months.
Adjusted
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
and
any
date
of
determination,
the
Mortgage
Rate
borne by the
related
Mortgage
Note,
less the
related
Subservicing Fee Rate.
Adjustment Date: As to each adjustable-rate
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.
Advance:
As to any Mortgage Loan, any advance made by the Master
Servicer,
pursuant
to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate: With respect to any Person, any other Person
controlling,
controlled by or
under common control with such first Person.
For the purposes of this
definition,
"control"
means
the
power
to
direct
the
management
and
policies
of
such
Person,
directly
or
indirectly,
whether
through the
ownership of voting
securities,
by contract or otherwise;
and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
Agreement:
This
Pooling
and
Servicing
Agreement
and all
amendments
hereof
and
supplements hereto.
Amount Held for Future
Distribution:
As to any
Distribution
Date, the total of the
amounts
held
in
the
Custodial
Account
at
the
close
of
business
on
the
preceding
Determination
Date
on
account
of (i)
Liquidation
Proceeds,
Subsequent
Recoveries,
REO
Proceeds,
Insurance Proceeds,
Principal
Prepayments,
Mortgage Loan purchases made pursuant
to Section 2.02,
2.03,
2.04, 4.07 or 4.08 and Mortgage Loan
substitutions
made pursuant to
Section
2.03 or 2.04
received
or made in the month of such
Distribution
Date
(other than
such
Liquidation
Proceeds,
Insurance
Proceeds,
REO Proceeds,
Subsequent
Recoveries
and
purchases of Mortgage
Loans that the Master
Servicer has deemed to have been received in the
preceding
month in accordance
with Section
3.07(b)) and (ii) payments which represent early
receipt of scheduled
payments of principal and interest due on a date or dates
subsequent to
the Due Date in the related Due Period.
Appraised Value: As to any Mortgaged
Property,
one of the following:
(i) the lesser
of (a) the appraised
value of such
Mortgaged
Property
based upon the appraisal made at the
time
of the
origination
of the
related
Mortgage
Loan,
and (b) the
sales
price
of the
Mortgaged
Property
at such time of
origination,
(ii) in the case of a
Mortgaged
Property
securing a refinanced or modified
Mortgage
Loan,
one of (1) the appraised
value based upon
the appraisal
made at the time of
origination
of the loan which was refinanced or modified,
(2) the
appraised
value
determined
in an
appraisal
made at the
time of
refinancing
or
modification
or (3) the sales price of the Mortgaged
Property,
or (iii) with respect to the
Mortgage
Loans for which a broker's price opinion was obtained,
the value
contained in such
opinion.
Assignment:
An
assignment
of
the
Mortgage,
notice
of
transfer
or
equivalent
instrument,
in recordable form,
sufficient
under the laws of the
jurisdiction
wherein the
related
Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to
the Trustee for the benefit of
Certificateholders,
which
assignment,
notice of transfer or
equivalent
instrument
may
be in
the
form
of one or
more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same
county,
if permitted by law
and accompanied by an Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment and
Assumption
Agreement,
dated the Closing
Date,
between
Residential
Funding and the Depositor relating to the transfer and assignment
of the Mortgage Loans.
Available
Distribution
Amount:
As to any Distribution
Date, an amount equal to (a)
the sum of (i) the amount
relating to the Mortgage Loans on deposit in the Custodial
Account
as of the close of business on the immediately
preceding
Determination
Date,
including any
Subsequent
Recoveries,
and amounts deposited in the Custodial Account in connection with
the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on
the immediately
preceding
Certificate
Account Deposit Date,
(iii) any amount
deposited in
the Certificate
Account on the related
Certificate
Account Deposit Date pursuant to Section
3.12(a),
(iv) any amount that the Master
Servicer
is not
permitted
to
withdraw
from the
Custodial
Account
pursuant
to
Section
3.16(e)
and
(v)
any
amount
deposited
in
the
Certificate
Account
pursuant
to
Section
4.07 or 4.08
and any
amounts
deposited
in the
Custodial
Account
pursuant
to
Section
9.01,
reduced
by (b) the sum as of the
close
of
business on the immediately
preceding
Determination Date of: (w) any payments or collections
consisting of prepayment
charges on the Mortgage Loans that were received
during the related
Prepayment
Period, (x) the Amount Held for Future
Distribution,
(y) amounts permitted to be
withdrawn by the Master
Servicer from the
Custodial
Account
pursuant to clauses
(ii)-(x),
inclusive,
of Section
3.10(a) and (z) any Net Swap
Payments and Swap
Termination
Payments
not due to a Swap Provider Trigger Event for such Distribution
Date.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Book-Entry
Certificate:
Any Certificate
registered in the name of the Depository or
its nominee.
Business
Day:
Any day other than (i) a
Saturday
or a Sunday or (ii) a day on which
banking institutions in the States of New York,
Minnesota,
Illinois,
Texas or Michigan (and
such other state or states in which the Custodial
Account or the
Certificate
Account are at
the time located) are required or authorized by law or executive
order to be closed.
Call Rights: As defined in Section 9.01(e).
Capitalization
Reimbursement
Amount:
As to any
Distribution
Date,
the
amount of
unreimbursed
Advances or Servicing
Advances that were added to the Stated Principal
Balance
of the related
Mortgage
Loans during the
preceding
calendar
month and
reimbursed
to the
Master
Servicer
or
Subservicer
pursuant
to
Section
3.10(a)(vii)
on or
prior
to
such
Distribution Date.
Cash Liquidation:
As to any defaulted
Mortgage Loan other than a Mortgage Loan as to
which
an REO
Acquisition
occurred,
a
determination
by the
Master
Servicer
that it has
received all Insurance
Proceeds,
Liquidation
Proceeds and other payments or cash recoveries
which the
Master
Servicer
reasonably
and in good faith
expects to be finally
recoverable
with respect to such Mortgage Loan.
Certificate: Any Class A Certificate,
Class M Certificate, Class B Certificate, Class
SB Certificate or Class R Certificate.
Certificate
Account:
The account or
accounts
created
and
maintained
pursuant to
Section 4.01,
which shall be entitled
"JPMorgan Chase Bank,
N.A., as trustee,
in trust for
the registered holders of Residential Asset Mortgage
Products,
Inc.,
Mortgage
Asset-Backed
Pass-Through Certificates, Series 2005-RS6" and which must be an
Eligible Account.
Certificate
Account Deposit Date: As to any Distribution Date, the Business Day
prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is registered in
the Certificate
Register,
except that neither a Disqualified
Organization
nor a Non-United
States Person shall be a holder of a Class R Certificate
for any purpose
hereof.
Solely for
the purpose of giving any consent or direction
pursuant to this Agreement,
any
Certificate,
other
than a
Class R
Certificate,
registered
in the
name of the
Depositor,
the
Master
Servicer or any
Subservicer
or any Affiliate
thereof shall be deemed not to be
outstanding
and the
Percentage
Interest
or Voting
Rights
evidenced
thereby
shall not be taken
into
account in determining
whether the requisite amount of Percentage
Interests or Voting Rights
necessary to effect any such consent or direction has been
obtained.
All
references
herein
to "Holders" or
"Certificateholders"
shall reflect the rights of Certificate
Owners as they
may
indirectly
exercise
such
rights
through
the
Depository
and
participating
members
thereof,
except as otherwise specified herein;
provided,
however, that the Trustee shall be
required to
recognize
as a "Holder" or
"Certificateholder"
only the Person in whose name a
Certificate is registered in the Certificate Register.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the
beneficial owner of such Certificate,
as reflected on the books of an indirect
participating
brokerage
firm for which a Depository
Participant
acts as agent,
if any, and
otherwise on
the books of a Depository Participant, if any, and otherwise on the
books of the Depository.
Certificate
Principal
Balance:
With
respect
to any
Class
A,
Class M or Class B
Certificate,
on any date of
determination,
an amount
equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate as specified on the face thereof minus (ii) the sum of
(x) the aggregate of all amounts
previously
distributed with respect to such Certificate (or
any predecessor
Certificate) and applied to reduce the Certificate
Principal Balance thereof
pursuant to Section
4.02(f) 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
Balance of
each
class
of
Class A,
Class M and
Class B
Certificates
to
which a
Realized
Loss was
previously
allocated and remains
unreimbursed will be increased,
sequentially,
as follows:
first,
the Class A
Certificates
on a pro rata basis,
then the Class M-1,
Class M-2, Class
M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
B-1
Certificates,
in that
order,
to the extent of
Realized
Losses
previously
allocated
thereto and remaining
unreimbursed,
but only to the extent of Subsequent Recoveries received
during the previous
calendar month.
With respect to each Class SB
Certificate,
on any date
of
determination,
an amount equal to the Percentage
Interest
evidenced by such Certificate
times an amount
equal to 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,
Class M and Class B
Certificates
then
outstanding.
The Class R
Certificates
will not have a Certificate Principal Balance.
Certificate
Register
and
Certificate
Registrar:
The register
maintained
and the
registrar appointed pursuant to Section 5.02.
Class:
Collectively,
all of the Certificates or uncertificated interests bearing the
same designation.
Class A
Certificate:
Any one of the Class
A-I-1,
Class A-I-2,
Class A-I-3,
Class
A-II-1 or Class A-II-2 Certificates.
Class
A-I
Certificate:
Any one of the
Class
A-I-1,
Class
A-I-2 or
Class
A-I-3
Certificates.
Class
A-I
Principal
Distribution
Amount:
On any
Distribution
Date,
the Class A
Principal
Distribution
Amount
multiplied
by a
fraction,
the
numerator
of
which is the
portion
of
the
Principal
Allocation
Amount
related
to
the
Group
I
Loans
for
that
Distribution
Date and the denominator of which is the Principal
Allocation Amount for all of
the Mortgage Loans for that Distribution Date.
Class A-II
Certificate:
Any one of the Class
A-II-1
Certificates
or Class
A-II-2
Certificates.
Class A-II
Principal
Distribution
Amount:
On any
Distribution
Date,
the Class A
Principal
Distribution
Amount
multiplied
by a
fraction,
the
numerator
of
which is the
portion
of
the
Principal
Allocation
Amount
related
to
the
Group
II
Loans
for
that
Distribution
Date and the denominator of which is the Principal
Allocation Amount for all of
the Mortgage Loans for that Distribution Date.
Class A Basis
Risk
Shortfall:
With
respect
to the
Class A
Certificates
and any
Distribution
Date for which
the
Pass-Through
Rate for any such
Class of
Certificates
is
equal to the Net WAC Cap Rate,
the excess,
if any, of (x)
Accrued
Certificate
Interest on
that
Class of
Certificates
on such
Distribution
Date,
calculated
at a rate equal to the
lesser of (a) LIBOR plus the
related
Class A Margin,
as
calculated
for such
Distribution
Date, and (b) the Maximum
Mortgage Loan Rate, over (y) Accrued
Certificate
Interest on such
Class of Class A Certificates for such Distribution Date calculated
at the Net WAC Cap Rate.
Class A Basis
Risk
Shortfall
Carry-Forward
Amount:
With
respect to each Class of
Class A Certificates and any
Distribution
Date, the sum of (a) the aggregate amount of Basis
Risk
Shortfall
for such
Class on such
Distribution
Date plus (b) any
Class A Basis
Risk
Shortfall
Carry-Forward
Amount
for
such
Class
remaining
unpaid
from
the
preceding
Distribution
Date,
plus (c) one
month's
interest on the amount in clause (b) (based on the
number
of
days
in
the
preceding
Interest
Accrual
Period),
to
the
extent
previously
unreimbursed
by Excess Cash Flow or the Swap Agreement
pursuant to Section
4.02(f)(xix)
or
Section 4.09(c)(E), at a rate equal to the related Pass-Through
Rate.
Class
A
Interest
Distribution
Amount:
With
respect
to
each
Class
of
Class A
Certificates and any Distribution Date, the aggregate amount of
Accrued
Certificate
Interest
to be distributed to the holders of such Class of Class A
Certificates
for such
Distribution
Date, plus any related Accrued
Certificate
Interest thereon
remaining unpaid from any prior
Distribution
Date,
less any related
Prepayment
Interest
Shortfalls for such
Distribution
Date not covered by Eligible Master
Servicing
Compensation and any Relief Act Shortfalls for
such
Distribution
Date,
allocated among the Class A Certificates
as described
herein from
the sources and in the priority as follows:
(i)
first, from the Interest Remittance Amount derived from the related
Sub-Group;
(ii)
second,
from the Interest
Remittance
Amount derived from the non-related
Sub-Group
after
taking
into
account any
payments
in respect of interest on the
non-related
Classes of Class A Certificates made in clause (i) above;
(iii)
third, from the Principal Remittance Amount derived from the
related Sub-Group; and
(iv)
fourth,
from the Principal
Remittance Amount derived from the non-related
Sub-Group
after
taking
into
account any
payments
in respect of interest on the
non-related
Classes of Class A Certificates made in clause (iii) above.
Class A Margin: With respect to the Class A-I-1
Certificates,
0.100% per annum. With
respect to the Class A-I-2
Certificates,
initially 0.240% per annum, and on any Distribution
Date on or after the second
Distribution Date after the first possible
Optional
Termination
Date,
0.480% per annum.
With respect to the Class A-I-3
Certificates,
initially 0.360% per
annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible
Optional
Termination
Date,
0.720% per
annum.
With
respect to the Class
A-II-1
Certificates,
initially
0.230%
per
annum,
and on any
Distribution
Date on or after
the
second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.460% per
annum.
With
respect to the Class A-II-2
Certificates,
initially
0.280% per annum,
and on
any
Distribution
Date on or after the
second
Distribution
Date
after the first
possible
Optional Termination Date, 0.560% per annum.
Class A Principal
Distribution
Amount:
With
respect to any
Distribution
Date (i)
prior to the Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect
for that Distribution
Date, the Principal
Distribution
Amount for that Distribution Date or
(ii) on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution
Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess, if any, of (A) the aggregate
Certificate
Principal Balance
of the Class A Certificates
immediately
prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on
that
Distribution
Date
and (y) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to
distributions
to be
made on that Distribution Date, less the Overcollateralization
Floor.
Class B Basis
Risk
Shortfall:
With
respect to the Class B-1
Certificates
and any
Distribution
Date for which
the
Pass-Through
Rate for any such
Class of
Certificates
is
equal to the Net WAC Cap Rate,
the excess,
if any, of (x)
Accrued
Certificate
Interest on
that Class of Certificates on such
Distribution
Date, using the lesser of (a) LIBOR plus the
related
Class B
Margin,
as
calculated
for such
Distribution
Date,
and (b) the
Maximum
Mortgage
Loan
Rate,
over
(y)
Accrued
Certificate
Interest
on
such
Class
of
Class B
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.
Class B Basis
Risk
Shortfall
Carry-Forward
Amount:
With
respect to the Class B-1
Certificates and any
Distribution
Date, the sum of (a) the aggregate amount of Class B Basis
Risk Shortfall for each such Class on such
Distribution
Date plus (b) any Class B Basis Risk
Shortfall
Carry-Forward
Amount
for
such
Classes
remaining
unpaid
from
the
preceding
Distribution
Date,
plus (c) one
month's
interest on the amount in clause (b) (based on the
number
of
days
in
the
preceding
Interest
Accrual
Period),
to
the
extent
previously
unreimbursed
by Excess Cash Flow or the Swap Agreement
pursuant to Section
4.02(f)(xix)
or
Section 4.09(c)(E), at a rate equal to the related Pass-Through
Rate.
Class B Certificate: Any one of the Class B-1 Certificates.
Class B Margin: With respect to the Class B Certificates,
initially 1.550% per annum,
and on any
Distribution
Date on or after
the
second
Distribution
Date
after
the
first
possible Optional Termination Date, 2.325% per annum.
Class B-1 Certificate:
Any one of the Class B-1 Certificates
executed by the Trustee
and
authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit
C,
senior to the Class SB
Certificates
and Class R
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set
forth in
Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for purposes of
the
REMIC
Provisions,
(ii)
the
right
to
receive
the
Class
B
Basis
Risk
Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation
to
pay the Class IO Distribution Amount.
Class B-1 Interest
Distribution
Amount:
With respect to the Class B-1
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class B-1 Certificates.
Class B-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, Class M-1, Class M-2, Class M-3, Class
M-4,
Class
M-5,
Class
M-6,
Class
M-7,
Class
M-8,
Class M-9 and Class
M-10
Principal
Distribution
Amounts
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, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
Principal
Distribution
Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7,
Class M-8,
Class M-9 and Class M-10
Certificates
(after
taking
into
account
the
payment of the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class
M-5,
Class M-6,
Class
M-7,
Class M-8,
Class M-9 and Class M-10
Principal
Distribution
Amounts for that
Distribution
Date) and (2) the Certificate
Principal
Balance
of
the
Class
B-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
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution
Date,
less
the
Overcollateralization Floor.
Class IO Distribution
Amount:
As defined in Section 4.09(g) hereof.
For purposes of
clarity,
the Class IO Distribution
Amount for any
Distribution
Date shall equal the amount
payable to the Swap
Account
on such
Distribution
Date in excess of the
amount
payable on
REMIC V Regular
Interest IO on such
Distribution
Date,
all as further
provided in Section
4.09(b) hereof.
Class IO Interest:
An
uncertificated
interest in the Trust Fund held by the Trustee
on
behalf
of the
Holders
of REMIC V Regular
Interest
IO and the
Class R-V
Certificate,
evidencing a Regular Interest in REMIC III for purposes of the
REMIC Provisions.
Class M Certificate:
Any one of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9 or Class M-10
Certificates.
Class M-1 Certificate:
Any one of the Class M-1 Certificates
executed by the Trustee
and
authenticated
by the Certificate
Registrar
substantially in the form annexed hereto 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 M-10,
Class B-1, Class SB and Class R Certificates
with respect
to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for purposes of
the
REMIC
Provisions,
(ii)
the
right
to
receive
the
Class
M
Basis
Risk
Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation
to
pay the Class IO Distribution Amount.
Class M-1 Interest
Distribution
Amount:
With respect to the Class M-1
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-1 Certificates.
Class M-1 Principal
Distribution
Amount:
With respect to any Distribution
Date (i)
prior to the Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for
that
Distribution Date after distribution of the Class A Principal
Distribution
Amount or (ii) on
or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution
Date,
the lesser of:
(i)
the remaining
Principal
Distribution Amount for that Distribution Date
after distribution of the Class A Principal Distribution Amount;
and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A Certificates
(after taking into account the payment
of the Class A Principal
Distribution
Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to that
Distribution
Date
over
(B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage
and (2)
the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution
Date,
less
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 hereto 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
M-10,
Class
B-1,
Class SB and
Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set
forth in
Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for purposes of
the
REMIC
Provisions,
(ii)
the
right
to
receive
the
Class
M
Basis
Risk
Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation
to
pay the Class IO Distribution Amount.
Class M-2 Interest
Distribution
Amount:
With respect to the Class M-2
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-2 Certificates.
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 the
Class M-1
Principal
Distribution
Amount or (ii) on or after the Stepdown
Date if a Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution Amount for that Distribution Date
after
distribution
of the Class A
Principal
Distribution
Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the Class A
Certificates
and Class
M-1
Certificates
(after
taking into account the payment of the Class A Principal
Distribution
Amount and the
Class
M-1
Principal
Distribution
Amount
for that
Distribution
Date) and (2) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to that
Distribution
Date
over
(B) the
lesser
of (x) the
product
of (1) the
applicable
Subordination
Percentage
and (2)
the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution
Date,
less
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 M-10,
Class B-1, Class SB and Class R Certificates
with respect to
distributions
and
the
allocation
of
Realized
Losses as set forth in
Section
4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC
III
for
purposes
of
the
REMIC
Provisions,
(ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward
Amount
from the
Reserve
Fund and the Swap
Account
and
(iii) the
obligation
to pay the Class IO
Distribution Amount.
Class M-3 Interest
Distribution
Amount:
With respect to the Class M-3
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-3 Certificates.
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,
Class
M-1 and
Class M-2
Principal
Distribution
Amounts
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,
Class M-1 and Class M-2
Principal
Distribution
Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1 and Class M-2 Certificates
(after taking
into
account
the
payment
of the
Class
A,
Class
M-1
and
Class
M-2
Principal
Distribution
Amounts 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 aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made that Distribution Date, less 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 M-10,
Class
B-1,
Class
SB and
Class
R
Certificates
with
respect
to
distributions
and
the
allocation of Realized
Losses as set forth in Section 4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii)
the right to receive the Class M Basis Risk
Shortfall
Carry-Forward
Amount from the Reserve
Fund and the Swap Account and (iii) the obligation to pay the Class
IO Distribution Amount.
Class M-4 Interest
Distribution
Amount:
With respect to the Class M-4
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-4 Certificates.
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,
Class
M-1,
Class M-2 and Class M-3
Principal
Distribution
Amounts 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,
Class
M-1,
Class
M-2 and Class M-3
Principal
Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the Class A, Class
M-1,
Class M-2 and Class M-3
Certificates
(after taking into account the payment of the Class A, Class M-1,
Class M-2 and Class
M-3
Principal
Distribution
Amounts
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
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution
Date,
less
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 M-10,
Class B-1,
Class SB and
Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated as a
"regular
interest"
in REMIC
III for
purposes
of the REMIC
Provisions,
(ii) the right to
receive the Class M Basis Risk
Shortfall
Carry-Forward
Amount from the Reserve Fund and the
Swap Account and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-5 Interest
Distribution
Amount:
With respect to the Class M-5
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-5 Certificates.
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, Class
M-1,
Class M-2,
Class M-3 and
Class M-4
Principal
Distribution
Amounts 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,
Class M-1,
Class
M-2,
Class M-3 and Class M-4
Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the Class A,
Class
M-1,
Class
M-2,
Class M-3 and Class M-4
Certificates
(after taking into account the payment of the Class A, Class M-1,
Class
M-2,
Class M-3 and Class M-4
Principal
Distribution
Amounts 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
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving effect to
distributions
to be made that
Distribution
Date, less
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 M-10,
Class B-1,
Class SB
and Class R Certificates
with respect to distributions
and the allocation of Realized Losses
as set forth in
Section
4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive the
Class M Basis Risk Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account
and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-6 Interest
Distribution
Amount:
With respect to the Class M-6
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-6 Certificates.
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, Class M-1, Class M-2, Class M-3, Class
M-4 and Class M-5
Principal
Distribution
Amounts 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, Class M-1,
Class M-2,
Class M-3,
Class M-4 and
Class M-5 Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the Class A, Class M-1,
Class
M-2,
Class M-3,
Class M-4 and
Class M-5
Certificates
(after
taking into account the payment of the Class A, Class
M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Principal
Distribution Amounts 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 aggregate Stated Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution Date, less 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 M-10,
Class B-1,
Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation
of Realized
Losses as set
forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in
REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive the Class M Basis
Risk Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation to pay the Class IO Distribution Amount.
Class M-7 Interest
Distribution
Amount:
With respect to the Class M-7
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-7 Certificates.
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, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Principal
Distribution
Amounts 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, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates
(after taking into account the payment of the Class A,
Class
M-1,
Class
M-2,
Class
M-3,
Class
M-4,
Class M-5 and Class M-6
Principal
Distribution
Amounts 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 aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made that Distribution Date, less 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 M-10,
Class B-1, Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation
to
pay the Class IO Distribution Amount.
Class M-8 Interest
Distribution
Amount:
With respect to the Class M-8
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-8 Certificates.
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, Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5,
Class M-6 and Class M-7 Principal
Distribution
Amounts 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, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6 and Class M-7 Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class
M-5,
Class M-6 and Class M-7
Certificates
(after taking into account the payment of
the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6 and
Class M-7
Principal
Distribution
Amounts
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
aggregate
Stated
Principal
Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution
Date,
less
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
M-10,
Class
B-1,
Class
SB
Certificates
and
Class
R
Certificates
with
respect to
distributions
and the
allocation
of Realized
Losses as set
forth in Section 4.05, and evidencing
(i) an interest
designated as a "regular
interest" in
REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive the Class M Basis
Risk Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation to pay the Class IO Distribution Amount.
Class M-9 Interest
Distribution
Amount:
With respect to the Class M-9
Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-9 Certificates.
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, 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 Principal
Distribution
Amounts or (ii) on
or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution
Date,
(a) the lesser of:
(i)
the remaining
Principal
Distribution Amount for that Distribution Date
after
distribution
of the Class A, 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 Principal Distribution
Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7 and Class M-8
Certificates
(after taking into account the
payment of the Class A, 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
Principal
Distribution
Amounts 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
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after giving effect to
distributions
to be made that
Distribution
Date, less
the Overcollateralization Floor.
Class
M-10
Certificate:
Any one of the
Class
M-10
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B, senior to the Class B-1, Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section
4.05,
and
evidencing
(i) an interest
designated
as a "regular
interest" in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward
Amount from the Reserve Fund and the Swap Account and (iii) the
obligation
to
pay the Class IO Distribution Amount.
Class M-10 Interest
Distribution
Amount: With respect to the Class M-10 Certificates
and any
Distribution
Date,
the
aggregate
amount of
Accrued
Certificate
Interest
to be
distributed
to the
holders
of such
Class
for such
Distribution
Date,
plus any
related
Accrued
Certificate
Interest
remaining
unpaid from any prior
Distribution
Date, less any
Prepayment
Interest
Shortfalls
for such
Distribution
Date not covered by Eligible
Master
Servicing
Compensation and any Relief Act Shortfalls for such
Distribution Date allocated as
described herein to the Class M-10 Certificates.
Class M-10 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, 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
Principal
Distribution
Amounts
or
(ii)
on or
after
the
Stepdown
Date if a
Trigger
Event
is not in
effect
for
that
Distribution Date, (a) the lesser of:
(i)
the remaining
Principal
Distribution Amount for that Distribution Date
after
distribution
of the Class 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 Principal
Distribution Amounts; and
(ii)
the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7,
Class M-8 and Class M-9
Certificates
(after taking into
account the payment of the Class A, 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 Principal
Distribution Amounts for
that
Distribution
Date) and (2) the Certificate
Principal Balance of the Class M-10
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 aggregate Stated Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to
be
made
that
Distribution Date, less the Overcollateralization Floor.
Class M Basis Risk
Shortfall:
With respect to the Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10
Certificates
and any Distribution
Date for which the Pass-Through
Rate for any such Class of Certificates
is equal to the Net WAC Cap Rate, the excess, if any, of (x)
Accrued
Certificate
Interest on
that Class of Certificates on such
Distribution
Date, using the lesser of (a) LIBOR plus the
related
Class M
Margin,
as
calculated
for such
Distribution
Date,
and (b) the
Maximum
Mortgage
Loan
Rate,
over
(y)
Accrued
Certificate
Interest
on
such
Class
of
Class M
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.
Class M Basis Risk
Shortfall
Carry-Forward
Amount:
With
respect to the Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and
Class M-10
Certificates
and any
Distribution
Date, the sum of (a) the aggregate
amount of
Class M Basis
Risk
Shortfall
for each
such
Class on such
Distribution
Date plus (b) any
Class M Basis Risk Shortfall
Carry-Forward
Amount for such Classes remaining unpaid from the
preceding
Distribution
Date,
plus (c) one
month's
interest
on the
amount in clause
(b)
(based
on the
number
of days in the
preceding
Interest
Accrual
Period),
to the
extent
previously
unreimbursed
by
Excess
Cash
Flow or the Swap
Agreement
pursuant
to
Section
4.02(f)(xix) or Section 4.09(c)(E), at a rate equal to the related
Pass-Through Rate.
Class M Margin:
With
respect
to the Class M-1
Certificates,
initially
0.500% per
annum, and on any Distribution
Date on or after the second
Distribution Date after the first
possible
Optional
Termination
Date,
0.750%
per
annum.
With
respect
to the
Class
M-2
Certificates,
initially
0.510%
per
annum,
and on any
Distribution
Date on or after
the
second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.765% per
annum.
With respect to the Class M-3
Certificates,
initially
0.530% per annum,
and on any
Distribution
Date on or after the second
Distribution Date after the first possible Optional
Termination
Date,
0.795% per annum.
With respect to the Class M-4
Certificates,
initially
0.650% per
annum,
and on any
Distribution
Date on or after the
second
Distribution
Date
after the first possible
Optional
Termination
Date,
0.975% per annum.
With respect to the
Class M-5
Certificates,
initially 0.680% per annum, and on any Distribution Date on or
after
the second
Distribution Date after the first possible
Optional
Termination Date, 1.020% per
annum.
With respect to the Class M-6
Certificates,
initially
0.750% per annum,
and on any
Distribution
Date on or after the second
Distribution Date after the first possible Optional
Termination
Date,
1.125% per annum.
With respect to the Class M-7
Certificates,
initially
1.400% per
annum,
and on any
Distribution
Date on or after the
second
Distribution
Date
after the first possible
Optional
Termination
Date,
2.100% per annum.
With respect to the
Class M-8
Certificates,
initially 1.550% per annum, and on any Distribution Date on or
after
the second
Distribution Date after the first possible
Optional
Termination Date, 2.325% per
annum.
With respect to the Class M-9
Certificates,
initially
2.000% per annum,
and on any
Distribution
Date on or after the second
Distribution Date after the first possible Optional
Termination
Date, 3.000% per annum.
With respect to the Class M-10
Certificates,
initially
2.200% per
annum,
and on any
Distribution
Date on or after the
second
Distribution
Date
after the first possible Optional Termination Date, 3.300% per
annum.
Class R Certificate:
Any one of the Class R-I, Class R-II, Class R-III, Class R-IV or
Class R-V 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 hereto as
Exhibit E 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
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in REMIC
II for purposes of the REMIC Provisions.
Class
R-III
Certificate:
Any one of the Class
R-III
Certificates
executed by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in REMIC
III for purposes of the REMIC Provisions.
Class
R-IV
Certificate:
Any one of the
Class
R-IV
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in REMIC
IV for purposes of the REMIC Provisions.
Class R-V Certificate:
Any one of the Class R-V Certificates
executed by the Trustee
and
authenticated
by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit E and
evidencing
an
interest
designated
as a "residual
interest"
in REMIC V for
purposes of the REMIC Provisions.
Class SB
Certificates:
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
D,
subordinate
to the Class A,
Class M and Class B
Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set
forth in
Section
4.05,
and
evidencing
an interest
designated
as a "regular
interest"
in REMIC IV for purposes of the
REMIC Provisions.
Class SB Interest:
An
uncertificated
interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class SB
Certificates,
evidencing (i) a Regular
Interest in
REMIC III for
purposes
of the
REMIC
Provisions,
(ii) the
obligation
to pay
Basis
Risk
Shortfall
Amounts and Swap
Termination
Payments and (iii) the right to receive the Class IO
Distribution Amount.
Closing Date: July 1, 2005.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
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 4
New York
Plaza,
6th
Floor,
New
York,
New York
10004,
Attention:
Worldwide
Securities
Services/Global Debt, RAMP, Series 2005-RS6.
Corresponding
Class: With respect to each REMIC II Regular Interest (other than
REMIC
II
Regular
Interests
I-AA,
I-ZZ
and
IO),
the
Certificate
with
the
corresponding
designation.
With
respect
to the
Class SB
Interest
and Class IO
Interest,
the Class SB
Certificates and REMIC V Regular Interest IO, respectively.
Credit Repository: Equifax, Transunion and Experian, or their
successors in interest.
Curtailment:
Any Principal
Prepayment
made by a Mortgagor
which is not a Principal
Prepayment in Full.
Custodial Account:
The custodial account or accounts created and maintained
pursuant
to Section 3.07 in the name of a depository
institution,
as custodian for the holders of the
Certificates,
for the holders of certain other
interests in mortgage
loans serviced or sold
by the Master
Servicer
and for the Master
Servicer,
into
which the
amounts
set forth in
Section 3.07 shall be deposited
directly.
Any such account or accounts
shall be an Eligible
Account.
Custodial
Agreement:
An agreement that may be entered into among the Depositor,
the
Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit F hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: June 1, 2005.
Cut-off Date Balance:
$1,200,001,231.22.
Cut-off Date Principal Balance:
As to any Mortgage Loan, the unpaid principal balance
thereof at the Cut-off Date after giving
effect to all
installments
of principal
due on or
prior thereto (or due during the month of June 2005), whether or
not received.
Debt
Service
Reduction:
With
respect to any
Mortgage
Loan,
a
reduction
in the
scheduled
Monthly
Payment for such Mortgage Loan by a court of competent
jurisdiction
in a
proceeding
under the
Bankruptcy
Code,
except
such a
reduction
constituting
a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Defaulting Party:
As defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any
Mortgage
Loan, a valuation by a court of
competent
jurisdiction of the Mortgaged
Property in an amount less than the then outstanding
indebtedness
under the Mortgage
Loan, or any reduction in the amount of principal to be paid
in connection with any scheduled
Monthly Payment that constitutes a permanent
forgiveness of
principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted
Mortgage
Loan: A Mortgage
Loan
replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Delinquent:
As used herein,
a Mortgage
Loan is considered to be: "30 to 59 days" or
"30 or more days"
delinquent
when a payment due on any scheduled due date remains
unpaid as
of the close of business on the next
following
monthly
scheduled due date;
"60 to 89 days"
or "60 or more days"
delinquent
when a payment due on any scheduled due date remains
unpaid
as of the close of business on the second
following
monthly
scheduled due date;
and so on.
The
determination
as to whether a Mortgage
Loan falls into these
categories
is made as of
the close of business on the last
business day of each month.
For example,
a Mortgage
Loan
with a payment
due on July 1 that
remained
unpaid as of the close of
business on August 31
would then be considered to be 30 to 59 days
delinquent.
Delinquency
information
as of the
Cut-off Date is
determined
and prepared as of the close of business on the last business day
immediately prior to the Cut-off Date.
Depository:
The
Depository
Trust
Company,
or any successor
Depository
hereafter
named. The nominee of the initial
Depository for purposes of registering
those
Certificates
that are to be Book-Entry
Certificates
is Cede & Co. The Depository
shall at all times be a
"clearing
corporation" as defined in Section
8-102(5) of the Uniform
Commercial Code of the
State of New York and a "clearing
agency"
registered
pursuant to the
provisions of Section
17A of the Exchange Act.
Depository
Participant:
A broker,
dealer,
bank or other
financial
institution or
other
Person
for whom
from
time to time a
Depository
effects
book-entry
transfers
and
pledges of securities deposited with the Depository.
Derivative
Contract:
Any ISDA Master
Agreement,
together with the related Schedule
and
Confirmation,
entered into by the Trustee and a Derivative
Counterparty
in
accordance
with Section 4.11.
Derivative
Counterparty:
Any
counterparty
to a Derivative
Contract as provided in
Section 4.11.
Destroyed
Mortgage Note: A Mortgage Note the original of which was
permanently
lost
or destroyed and has not been replaced.
Determination
Date: With respect to any
Distribution
Date, the 20th day (or if such
20th day is not a Business Day, the Business Day
immediately
following such 20th day) of the
month of the related Distribution Date.
Disqualified Organization:
Any organization defined as a "disqualified
organization"
under Section
860E(e)(5) of the Code,
which
includes any of the
following:
(i) the United
States, any State or political
subdivision
thereof,
any possession of the United States, or
any agency or
instrumentality
of any of the foregoing (other than an
instrumentality
which
is a corporation if all of its
activities
are subject to tax and,
except for Freddie Mac, a
majority
of its
board of
directors
is not
selected
by such
governmental
unit),
(ii) a
foreign government,
any international
organization,
or any agency or instrumentality of any
of the foregoing,
(iii) any organization (other than certain farmers' cooperatives
described
in
Section
521 of the Code)
which is exempt
from the tax
imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business
taxable
income)
and (iv) rural electric and telephone
cooperatives
described in Section 1381(a)(2)(C) of the
Code. A Disqualified
Organization also includes any "electing large
partnership," as defined
in Section
775(a) of the Code and any other Person so
designated
by the Trustee
based upon
an Opinion of Counsel that the holding of an Ownership
Interest in a Class R
Certificate
by
such
Person may cause any REMIC or any Person
having an
Ownership
Interest in any Class of
Certificates
(other than such Person) to incur a liability
for any federal tax imposed under
the Code that would not
otherwise be imposed but for the
Transfer of an
Ownership
Interest
in
a
Class
R
Certificate
to
such
Person.
The
terms
"United
States",
"State"
and
"international
organization" shall have the meanings set forth in Section 7701 of
the Code or
successor provisions.
Distribution
Date:
The 25th day of any month
beginning
in the month of the initial
issuance of the
Certificates
or, if such 25th day is not a Business
Day,
the
Business Day
immediately following such 25th day.
Due Date: With respect to any Distribution
Date and any Mortgage Loan, the day during
the related Due Period on which the Monthly Payment is due.
Due
Period:
With
respect
to any
Distribution
Date,
the
calendar
month of such
Distribution Date.
Eligible
Account:
An account that is any of the
following:
(i)
maintained
with a
depository
institution
the debt
obligations
of which have been rated by each Rating Agency
in its highest rating
available,
or (ii) an account or accounts in a depository
institution
in which such
accounts
are fully
insured to the limits
established
by the FDIC,
provided
that any deposits not so insured shall,
to the extent
acceptable to each Rating
Agency,
as
evidenced
in
writing,
be
maintained
such that (as
evidenced
by an
Opinion
of
Counsel
delivered to the Trustee and each Rating Agency) the registered
Holders of Certificates
have
a claim with
respect to the funds in such
account or a
perfected
first
security
interest
against any collateral (which shall be limited to Permitted
Investments)
securing such funds
that
is
superior
to
claims
of
any
other
depositors
or
creditors
of
the
depository
institution
with which
such
account is
maintained,
or (iii) in the case of the
Custodial
Account,
either (A) a trust account or accounts
maintained in the corporate trust department
of
JPMorgan
Chase Bank,
N.A.,
or (B) an account or accounts
maintained
in the
corporate
asset
services
department of U.S. Bank National
Association
as long as its short term debt
obligations
are rated P-1 (or the
equivalent) or better by each Rating Agency,
and its long
term debt
obligations are rated A2 (or the equivalent) or better,
by each Rating Agency,
or
(iv) in the
case of the
Certificate
Account
and
the
Reserve
Fund,
a trust
account
or
accounts
maintained in the corporate
trust division of JPMorgan Chase Bank,
N.A., or (v) an
account
or
accounts
of a
depository
institution
acceptable
to each
Rating
Agency
(as
evidenced
in writing by each
Rating
Agency
that use of any such
account as the
Custodial
Account
or the
Certificate
Account
will not reduce
the
rating
assigned
to any Class of
Certificates
by such Rating Agency below the lower of the
then-current
rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency).
Eligible Master
Servicing
Compensation:
With respect to any
Distribution
Date, an
amount equal to Prepayment
Interest Shortfalls
resulting from Principal
Prepayments in Full
or
Curtailments
during the related
Prepayment
Period,
but not more than the lesser of (a)
one-twelfth
of 0.125% of the Stated
Principal
Balance
of the
Mortgage
Loans
immediately
preceding
such
Distribution
Date and (b) the sum of the Servicing
Fee, all income and gain
on amounts held in the Custodial
Account and the
Certificate
Account and amounts payable to
the
Certificateholders
with respect to such Distribution Date and servicing
compensation to
which the Master Servicer may be entitled
pursuant to Section
3.10(a)(v) and (vi);
provided
that for
purposes
of this
definition
the amount of the
Servicing
Fee will not be reduced
pursuant to Section
7.02 except as may be required
pursuant to the last
sentence of Section
7.02(a).
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow:
With respect to the Mortgage
Loans and any
Distribution
Date, an
amount equal to the sum of (A) the excess of (i) the
Available
Distribution
Amount for that
Distribution
Date
over
(ii)
the sum of (a)
the
Interest
Distribution
Amount
for
that
Distribution
Date and (b) the Principal
Remittance Amount for that Distribution Date and (B)
the Overcollateralization Reduction Amount, if any, for that
Distribution Date.
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.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Fannie
Mae:
Fannie
Mae, a
federally
chartered
and
privately
owned
corporation
organized and existing under the Federal
National
Mortgage
Association
Charter Act, or any
successor thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHA: The Federal Housing Administration, or its successor.
Final Certification: As defined in Section 2.02.
Final
Distribution
Date: The
Distribution
Date on which the final
distribution in
respect of the Certificates
will be made pursuant to Section 9.01,
which Final
Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period
described
in
Section 9.02.
Final
Scheduled
Distribution
Date:
Solely
for
purposes
of
the
face
of
the
Certificates,
as follows:
with respect to the Class A-I-1 Certificates,
July 25, 2025; with
respect to the Class
A-I-2
Certificates,
April 25,
2034;
with
respect to the Class A-I-3
Certificates,
June 25, 2035;
with respect to the Class A-II-1
Certificates,
June 25, 2035;
with respect to the Class A-II-2
Certificates,
June 25, 2035;
with respect to the Class M-1
Certificates,
June 25, 2035; with respect to the Class M-2 Certificates,
June 25, 2035; with
respect
to the
Class
M-3
Certificates,
June 25,
2035;
with
respect
to the
Class
M-4
Certificates,
June 25, 2035; with respect to the Class M-5 Certificates,
June 25, 2035; with
respect
to the
Class
M-6
Certificates,
June 25,
2035;
with
respect
to the
Class
M-7
Certificates,
June 25, 2035; with respect to the Class M-8 Certificates,
June 25, 2035; with
respect
to the Class
M-9
Certificates,
June 25,
2035;
with
respect
to the
Class
M-10
Certificates,
June 25, 2035;
with respect to the Class B-1
Certificates,
June 25, 2035. No
event of default
under this
Agreement
will arise or become
applicable
solely by reason of
the
failure
to retire
the
entire
Certificate
Principal
Balance of any Class of Class A,
Class M or Class B Certificates on or before its Final Scheduled
Distribution Date.
Fitch: Fitch, Inc.
Fixed
Swap
Payment:
With
respect
to any
Distribution
Date
on or
prior
to the
distribution
date in June 2010,
an amount
equal to the product of (x) a fixed rate equal to
3.88% per annum, (y) the Swap Agreement
Notional Balance for that
Distribution
Date and (z)
a fraction, the numerator of which is 30 and the denominator of
which is 360.
Floating
Swap
Payment:
With
respect
to any
Distribution
Date on or prior to the
Distribution
Date in June 2010,
an amount
equal to the product of (x) Swap
LIBOR,
(y) the
Swap Agreement
Notional Balance for that Distribution Date and (z) a fraction,
the numerator
of which is equal to the number of days in the related
calculation
period as provided in the
Swap Agreement and the denominator of which is 360.
Foreclosure
Profits:
As to any Distribution Date or related
Determination
Date and
any Mortgage Loan, the excess,
if any, of Liquidation
Proceeds,
Insurance
Proceeds and REO
Proceeds
(net of all
amounts
reimbursable
therefrom
pursuant to Section
3.10(a)(ii))
in
respect
of
each
Mortgage
Loan
or
REO
Property
for
which
a
Cash
Liquidation
or REO
Disposition
occurred in the related
Prepayment
Period over the sum of the unpaid
principal
balance
of
such
Mortgage
Loan
or
REO
Property
(determined,
in
the
case
of
an
REO
Disposition,
in
accordance
with
Section
3.14) plus
accrued
and unpaid
interest
at the
Mortgage Rate on such unpaid
principal
balance from the Due Date to which
interest was last
paid by the
Mortgagor
to the first day of the month
following
the month in which such Cash
Liquidation or REO Disposition occurred.
Freddie Mac: The Federal Home Loan Mortgage Corporation,
a corporate
instrumentality
of the United States
created and existing
under Title III of the Emergency
Home Finance Act
of 1970, as amended, or any successor thereto.
Gross Margin:
As to each
adjustable
rate Mortgage
Loan,
the fixed
percentage set
forth in the
related
Mortgage
Note and
indicated
in Exhibit G-1 and Exhibit G-2 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 Loans:
The Mortgage
Loans
designated
as Group I Loans on the Mortgage Loan
Schedule attached hereto as Exhibit G-1.
Group II Loans:
The Mortgage Loans
designated as Group II Loans on the Mortgage Loan
Schedule attached hereto as Exhibit G-2.
Independent:
When used with respect to any specified Person,
means such a Person who
(i) is in fact
independent
of the
Depositor,
the Master
Servicer and the Trustee,
or any
Affiliate
thereof,
(ii) does not have any direct financial interest or any material
indirect
financial
interest in the
Depositor,
the Master
Servicer or the Trustee or in an Affiliate
thereof,
and (iii) is not connected
with the Depositor,
the Master
Servicer or the Trustee
as
an
officer,
employee,
promoter,
underwriter,
trustee,
partner,
director
or
person
performing similar functions.
Index:
With respect to any
adjustable
rate Mortgage
Loan and as to any
Adjustment
Date therefor, the related index as stated in the related Mortgage
Note.
Initial
Certificate
Principal
Balance:
With respect to each Class of
Certificates
(other than the Class R
Certificates),
the
Certificate
Principal
Balance of such Class of
Certificates as of the Cut-off Date as set forth in the Preliminary
Statement hereto.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any
Primary
Insurance
Policy or any other related
insurance policy covering a Mortgage Loan, to
the extent such proceeds are payable to the mortgagee
under the
Mortgage,
any
Subservicer,
the Master
Servicer
or the Trustee
and are not
applied to the
restoration
of the related
Mortgaged
Property or released to the Mortgagor in accordance
with the
procedures
that the
Master Servicer would follow in servicing mortgage loans held for
its own account.
Interest
Accrual
Period:
With
respect
to
the
Class
A,
Class
M
and
Class
B
Certificates,
(i) with respect to the Distribution
Date in July 2005, the period
commencing
on the Closing Date and ending on the day preceding the
Distribution
Date in July 2005,
and
(ii) with
respect to any
Distribution
Date after the
Distribution
Date in July 2005,
the
period
commencing on the Distribution
Date in the month
immediately
preceding the month in
which such Distribution
Date occurs and ending on the day preceding such
Distribution
Date.
With
respect to the Class SB
Certificates
and any
Distribution
Date,
the prior
calendar
month.
Interest
Distribution
Amount:
The sum of the Class A, Class M-1,
Class M-2,
Class
M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
B-1 Interest Distribution Amounts.
Interim Certification: As defined in Section 2.02.
Interested
Person:
As of any
date
of
determination,
the
Depositor,
the
Master
Servicer,
the Trustee,
any
Mortgagor,
any Manager of a Mortgaged
Property,
or any Person
known to a Responsible Officer of the Trustee to be an Affiliate of
any of them.
Late
Collections:
With respect to any Mortgage Loan, all amounts received during any
Due
Period,
whether
as
late
payments
of
Monthly
Payments
or
as
Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
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 Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR
Business Day immediately preceding the commencement of the related
Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or
its successor.
Liquidation
Proceeds:
Amounts (other than Insurance Proceeds) received by the Master
Servicer
in
connection
with the taking of an entire
Mortgaged
Property by exercise of the
power of eminent domain or
condemnation
or in connection with the liquidation of a defaulted
Loan
through
trustee's
sale,
foreclosure
sale or
otherwise,
other than REO Proceeds and
Subsequent Recoveries.
Loan-to-Value
Ratio:
As of any date,
the fraction,
expressed as a percentage,
the
numerator of which is the current
principal
balance of the related Mortgage Loan at the date
of
determination
and
the
denominator
of
which
is the
Appraised
Value
of the
related
Mortgaged Property.
Marker Rate:
With respect to the Class SB Interest and any
Distribution
Date, a per
annum rate equal to two (2) multiplied by the weighted average of
the
Pass-Through
Rates for
each REMIC II Regular
Interest (other than REMIC II Regular
Interest
I-AA),
with the rates
on each such REMIC II Regular
Interest
(other than REMIC II Regular
Interest
I-ZZ) subject
to a cap equal to the
Pass-Through
Rate for the
REMIC III
Regular
Interest
ownership
of
which is represented by the Corresponding
Class for such REMIC II Regular
Interest,
and the
rate on REMIC II Regular
Interest
I-ZZ
subject to a cap of zero,
in each case for purposes
of this calculation.
Maturity Date: With respect to each Class of Certificates of
regular
interest,
REMIC
I Regular Interest or REMIC II Regular
Interests,
issued by each of REMIC I, REMIC II, REMIC
III,
REMIC IV and
REMIC V the
latest
possible
maturity
date,
for
purposes
of
Section
1.860G-1(a)(4)(iii)
of the Treasury
Regulations,
by which the Certificate Principal Balance
of each such Class of
Certificates
representing
a regular
interest in the Trust Fund would
be reduced to zero,
which is, for each such regular
interest,
June 25,
2035,
which is the
Distribution Date following the last scheduled monthly payment of
the Mortgage Loans.
Maximum
Mortgage
Loan
Rate:
With
respect
to the
Class
A,
Class M and
Class B
Certificates and any Interest Accrual Period, 14.00% per annum.
Maximum
Mortgage Rate: As to any adjustable rate Mortgage Loan, the rate
indicated in
Exhibit G-1 and Exhibit G-2 hereto as the "NOTE CEILING,"
which rate is the maximum
interest
rate that may be
applicable
to such
adjustable
rate
Mortgage
Loan at any time during the
life of such Mortgage Loan.
Maximum Net Mortgage
Rate:
As to any
adjustable
rate Mortgage Loan and any date of
determination,
the Maximum
Mortgage Rate minus the sum of (i) the
Subservicing Fee Rate and
(ii) the Servicing Fee Rate.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R)System:
The
system
of
recording
transfers
of
Mortgages
electronically
maintained by MERS.
MIN: The Mortgage
Identification
Number for Mortgage Loans
registered
with MERS on
the MERS(R)System.
Minimum
Mortgage
Rate: As to any
adjustable
rate Mortgage Loan, the greater of (i)
the Note
Margin and (ii) the rate
indicated
in Exhibit
G-1 and
Exhibit
G-2 hereto as the
"NOTE FLOOR",
which rate may be applicable to such
adjustable rate Mortgage Loan at any time
during the life of such adjustable rate Mortgage Loan.
Modified
Mortgage
Loan:
Any Mortgage
Loan that has been the subject of a Servicing
Modification.
Modified
Mortgage
Rate:
As to any Mortgage
Loan that is the subject of a Servicing
Modification,
the Mortgage Rate,
minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was reduced.
Modified
Net
Mortgage
Rate:
As to any
Mortgage
Loan
that
is the
subject
of a
Servicing
Modification,
the Net
Mortgage
Rate,
minus
the
rate per
annum
by which
the
Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan:
With respect to any
Mortgage
Loan,
MERS acting as the
mortgagee of such
Mortgage
Loan,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including any REO Property) and
the Due Date in any Due
Period,
the
payment
of
principal
and
interest
due
thereon
in
accordance with the amortization
schedule at the time applicable
thereto (after
adjustment,
if any, for
Curtailments
and for Deficient
Valuations
occurring prior to such Due Date but
before any adjustment to such
amortization
schedule by reason of any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any
moratorium or similar
waiver or grace
period and before any
Servicing
Modification
that
constitutes
a reduction of the interest
rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in
interest.
Mortgage:
With
respect
to each
Mortgage
Note
related
to a
Mortgage
Loan,
the
mortgage,
deed of trust or other comparable
instrument creating a first or junior lien on an
estate in fee simple interest in real property securing a Mortgage
Note.
Mortgage
File:
The
mortgage
documents
listed
in
Section
2.01
pertaining
to a
particular
Mortgage Loan and any
additional
documents
required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage Loan Schedule:
The lists of the Mortgage
Loans
attached
hereto as Exhibit
G-1 and
Exhibit
G-2 (as
amended
from time to time to reflect
the
addition
of
Qualified
Substitute
Mortgage
Loans),
which
lists
shall
set
forth
at
a
minimum
the
following
information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii)
the
maturity of the Mortgage
Note
("MATURITY
DATE" or "MATURITY
DT") for Mortgage
Loans;
(iv)
the Mortgage Rate as of the Cut-off Date ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date for an
adjustable
rate Mortgage Loan ("CURR
RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the scheduled
monthly
payment of
principal,
if any, and interest as of the Cut-off
Date ("ORIGINAL P & I" or "CURRENT P & I" for the
adjustable rate Mortgage Loans);
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T", "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage
Loan is secured by a second or vacation
residence (the absence of any such code means
the Mortgage Loan is secured by a primary residence);
(xi)
a code "N" under the column "OCCP CODE",
indicating that the Mortgage Loan is secured
by a non-owner
occupied
residence
(the
absence of any such code means the Mortgage
Loan is secured by an owner occupied residence);
(xii)
the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii)
the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv)
the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv)
the first
Adjustment
Date after the Cut-off Date for the
adjustable
rate
Mortgage
Loans ("NXT INT CHG DT");
(xvi)
the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC
INCR"); and
(xvii)
(the
rounding of the
semi-annual
or annual
adjustment
to the
Mortgage
Rate with
respect to the adjustable rate Mortgage Loans ("NOTE METHOD").
Such schedules may consist of multiple reports that
collectively set forth all of the
information required.
Mortgage
Loans:
Such of the mortgage loans
transferred
and assigned to the Trustee
pursuant
to Section
2.01 as from time to time are held or deemed to be held as a part
of the
Trust Fund, the Mortgage
Loans
originally so held being
identified in the initial
Mortgage
Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the
Trust Fund including,
without
limitation,
each related Mortgage Note, Mortgage and Mortgage
File and all rights appertaining thereto.
Mortgage
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness
of a
Mortgagor
under
a
Mortgage
Loan,
together
with
any
modification thereto.
Mortgage
Rate:
As to any
Mortgage
Loan,
the
interest
rate borne by the
related
Mortgage Note, or any modification thereto other than a Servicing
Modification.
The Mortgage
Rate on the adjustable
rate Mortgage Loans 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 Exhibit G-1 and Exhibit
G-2,
except in the case of the adjustable
rate Mortgage Loans indicated by an "X" on Exhibit
G-1 and Exhibit G-2 or hereto
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.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
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
sum of (i) the related Servicing Fee Rate and (ii) the related
Subservicing Fee Rate.
Net Swap Payment:
With respect to each
Distribution
Date, the net payment
required
to be made
pursuant to the terms of the Swap
Agreement
by either the Swap
Counterparty
or
the Trustee,
on behalf of the Trust,
which net payment
shall not take into account any Swap
Termination Payment.
Net
WAC
Cap
Rate:
With
respect
to
any
Distribution
Date
and
the
Class
A
Certificates,
Class M Certificates
and Class B Certificates,
the product of (i) a per annum
rate
equal to the
weighted
average
of the Net
Mortgage
Rates
(or,
if
applicable,
the
Modified Net
Mortgage
Rates) on the
Mortgage
Loans using the Net Mortgage
Rates in effect
for the Monthly
Payments due on such Mortgage
Loans during the related Due Period,
weighted
on the basis of the respective
Stated Principal
Balances thereof for such
Distribution Date
Period
minus any Net Swap
Payments or Swap
Termination
Payment not due to a Swap
Provider
Trigger
Event due to the Swap
Counterparty
allocable to the Mortgage
Loans
divided by the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans and (ii) a fraction
equal to 30
divided by the actual
number of days in the related
Interest
Accrual
Period.
With respect
to any
Distribution
Date and the REMIC
III
Regular
Interests
the
ownership
of which is
represented by the Class A
Certificates,
Class M Certificates
and Class B
Certificates,
a
per annum rate equal to the weighted
average
(adjusted for the actual number of days elapsed
in the
related
Accrual
Period) of the
Uncertificated
REMIC II
Pass-Through
Rate for the
REMIC II Regular interests,
weighted on the basis of the Uncertificated
Principal Balance of
such REMIC II Regular Interest
immediately prior to such Distribution
Date,
multiplied by a
fraction,
the numerator of which is 30, and the
denominator of which is the actual number of
days in the related Interest Accrual Period.
Non-Primary
Residence
Loans:
The Mortgage Loans
designated as secured by second or
vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States
Person.
Nonrecoverable
Advance:
Any
Advance
previously
made or proposed to be made by the
Master
Servicer or Subservicer
in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which, in the good faith judgment of the Master
Servicer,
will not, or, in the case of
a proposed Advance,
would not, be ultimately
recoverable by the Master Servicer from related
Late Collections,
Insurance
Proceeds,
Liquidation
Proceeds or REO Proceeds.
To the extent
that any Mortgagor is not obligated under the related
Mortgage
documents to pay or reimburse
any
portion of any
Servicing
Advances
that are
outstanding
with
respect to the
related
Mortgage Loan as a result of a
modification
of such
Mortgage
Loan by the Master
Servicer,
which forgives amounts which the Master Servicer or Subservicer had
previously
advanced,
and
the Master
Servicer
determines
that no other
source of payment or
reimbursement
for such
advances is
available to it, such
Servicing
Advances
shall be deemed to be
Nonrecoverable
Advances.
The determination by the Master Servicer that it has made a
Nonrecoverable
Advance
shall be evidenced by an Officer's
Certificate
delivered to the
Depositor,
the Trustee and
the
Master
Servicer
setting
forth
such
determination,
which
shall
include
any
other
information
or
reports
obtained
by
the
Master
Servicer
such
as
property
operating
statements,
rent rolls,
property
inspection
reports
and
engineering
reports,
which may
support
such
determinations.
Notwithstanding
the above,
the Trustee
shall be entitled to
rely upon any
determination
by the Master
Servicer
that any Advance
previously
made is a
Nonrecoverable
Advance
or
that
any
proposed
Advance,
if
made,
would
constitute
a
Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan:
Any
Mortgage
Loan
that,
at the time of
reference
thereto, is not subject to a Subservicing Agreement.
Note Margin:
As to each adjustable rate Mortgage Loan, the fixed percentage set
forth
in the
related
Mortgage
Note and
indicated
in Exhibit
G-1 and
Exhibit G-2 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
adjustable rate Mortgage Loan until the next Adjustment Date.
Notice: As defined in Section 4.04.
Officers'
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing
Director,
the
Treasurer,
the Secretary,
an Assistant
Treasurer or an Assistant Secretary of the Depositor
or the Master
Servicer,
as the case may be, and
delivered
to the
Trustee,
as required by
this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the
Master Servicer,
who may be counsel for the Depositor or the Master
Servicer,
provided that
any opinion of counsel (i) referred to in the
definition of
"Disqualified
Organization"
or
(ii)
relating to the
qualification
of REMIC I, REMIC II, REMIC III,
REMIC IV or REMIC V as
REMICs or
compliance
with the REMIC
Provisions
must,
unless
otherwise
specified,
be an
opinion of Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or
after
which
the
Stated
Principal
Balance
(before
giving effect to
distributions
to be made on such
Distribution
Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date
Balance.
Outstanding
Mortgage
Loan:
As to the Due Date in any Due
Period,
a Mortgage
Loan
(including an REO Property) that was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO
Disposition
and that was not purchased,
deleted or substituted for prior
to such Due Date pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08.
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, Class M and Class B Certificates as
of such date,
before
taking
into
account
distributions
of
principal
to be made on that
Distribution Date.
Overcollateralization
Floor:
An
amount
equal
to
0.50%
of the
aggregate
Stated
Principal Bala
