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 November 1, 2005
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-RZ4
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>
<C>
ARTICLE I
DEFINITIONS...............................................................6
Section 1.01.
Definitions.......................................................6
Section 1.02. Determination of
One-Month LIBOR.................................59
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........61
Section 2.01. Conveyance of
Mortgage Loans.....................................61
Section
2.02. Acceptance by
Trustee............................................64
Section 2.03. Representations,
Warranties and Covenants of the Master Servicer and the
Depositor........................................................66
Section 2.04. Representations
and Warranties of Sellers........................68
Section 2.05. Execution and
Authentication of Certificates; Conveyance of Uncertificated
REMIC Regular
Interests..........................................70
Section 2.06. Purposes and
Powers of the Trust.................................71
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................72
Section
3.01. Master Servicer
to Act as Servicer...............................72
Section 3.02. Subservicing
Agreements Between Master Servicer and Subservicers;
Enforcement
of Subservicers' Obligations; Special
Servicing..................73
Section 3.03. Successor
Subservicers...........................................74
Section 3.04. Liability of the
Master Servicer.................................75
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee or
Certificateholders...............................................75
Section 3.06. Assumption or
Termination of Subservicing Agreements by Trustee..75
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial Account
...............................................76
Section 3.08. Subservicing
Accounts; Servicing Accounts........................78
Section 3.09. Access to
Certain Documentation and Information Regarding the
Mortgage Loans
..................................................80
Section 3.10. Permitted
Withdrawals from the Custodial Account.................80
Section 3.11. Maintenance of
Primary Insurance Coverage........................82
Section 3.12. Maintenance of
Fire Insurance and Omissions and Fidelity Coverage83
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and Modification Agreements;
Certain
Assignments..............................................84
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................86
Section 3.15. Trustee to
Cooperate; Release of Mortgage Files..................89
Section 3.16. Servicing and
Other Compensation; Compensating Interest..........90
Section 3.17. Reports to the
Trustee and the Depositor.........................91
Section 3.18. Annual Statement
as to Compliance................................91
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........92
Section 3.20. Right of the
Depositor in Respect of the Master Servicer.........92
Section 3.21. Advance
Facility.................................................93
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................97
Section 4.01. Certificate
Account..............................................97
Section 4.02.
Distributions....................................................97
Section 4.03. Statements to
Certificateholders; Statements to Rating Agencies; Exchange Act
Reporting.......................................................101
Section 4.04. Distribution of
Reports to the Trustee and the Depositor; Advances by the
Master
Servicer.................................................104
Section 4.05. Allocation of
Realized Losses...................................106
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property...108
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans...................108
Section 4.08. Swap
Agreement..................................................109
ARTICLE V
THE
CERTIFICATES........................................................111
Section 5.01. The
Certificates................................................111
Section 5.02. Registration of
Transfer and Exchange of Certificates...........113
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates...............118
Section 5.04. Persons Deemed
Owners...........................................119
Section 5.05. Appointment of
Paying Agent.....................................119
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER...................................120
Section 6.01. Respective
Liabilities of the Depositor and the Master Servicer.120
Section 6.02. Merger or
Consolidation of the Depositor or the Master Servicer;
Assignment
of Rights and Delegation of Duties by Master
Servicer...........120
Section 6.03. Limitation on
Liability of the Depositor, the Master Servicer and Others
121
Section 6.04. Depositor and
Master Servicer Not to Resign.....................122
ARTICLE VII
DEFAULT.................................................................123
Section 7.01. Events of
Default...............................................123
Section 7.02. Trustee or
Depositor to Act; Appointment of Successor...........125
Section 7.03. Notification to
Certificateholders..............................126
Section 7.04. Waiver of Events
of Default.....................................126
ARTICLE VIII CONCERNING
THE
TRUSTEE..................................................127
Section 8.01. Duties of
Trustee...............................................127
Section 8.02. Certain Matters
Affecting the Trustee...........................128
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans...........130
Section 8.04. Trustee May Own
Certificates....................................130
Section 8.05. Master Servicer
to Pay Trustee's Fees and Expenses; Indemnification130
Section 8.06. Eligibility
Requirements for Trustee............................131
Section 8.07. Resignation and
Removal of the Trustee..........................132
Section 8.08. Successor
Trustee...............................................133
Section 8.09. Merger or
Consolidation of Trustee..............................133
Section 8.10. Appointment of
Co-Trustee or Separate Trustee...................133
Section 8.11. Appointment of
Custodians.......................................134
Section 8.12. Appointment of
Office or Agency.................................135
Section 8.13. DTC Letter of
Representations...................................135
Section 8.14. Swap
Agreement..................................................135
ARTICLE IX
TERMINATION.............................................................136
Section 9.01. Termination Upon
Purchase or Liquidation of All Mortgage Loans..136
Section 9.02. Additional
Termination Requirements.............................141
ARTICLE X
REMIC
PROVISIONS........................................................142
Section 10.01. REMIC
Administration............................................142
Section 10.02. Master Servicer, REMIC
Administrator and Trustee Indemnification145
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................147
Section 11.01.
Amendment.......................................................147
Section 11.02. Recordation of
Agreement; Counterparts..........................149
Section 11.03. Limitation on Rights
of Certificateholders......................150
Section 11.04. Governing
Law...................................................150
Section 11.05.
Notices.........................................................151
Section 11.06. Notices to Rating
Agencies......................................151
Section 11.07. Severability of
Provisions......................................152
Section 11.08. Supplemental
Provisions for Resecuritization....................152
Section 11.09. Intended Third Party
Beneficiary................................153
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B-1 Form
of Class M Certificate
Exhibit B-2 Form
of Class B Certificate
Exhibit C
Form of Class SB Certificate
Exhibit D
Form of Class R Certificate
Exhibit E
Form of Custodial Agreement
Exhibit F
Mortgage Loan Schedule
Exhibit G
Form of Request for Release
Exhibit H-1 Form
of Transfer Affidavit and Agreement
Exhibit H-2 Form
of Transferor Certificate
Exhibit I
Form of Investor Representation Letter
Exhibit J
Form of Transferor Representation Letter
Exhibit K
Form of Form 10-K Certification
Exhibit L
Form of Back-Up
Certification to Form
10-K Certification
Exhibit M
Form of Lender
Certification for
Assignment of Mortgage Loan
Exhibit N
Form of Rule 144A
Investment
Representation
Exhibit O
Form of ERISA
Representation Letter for Class SB Certificates
Exhibit P
Form of ERISA
Representation Letter
for Class M Certificates
Exhibit Q
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to
Reportable Modified Mortgage Loans
Exhibit R
Schedule of Swap Agreement Notional Balances
Exhibit S
Swap Agreement
</TABLE>
<PAGE>
This Pooling and Servicing Agreement, effective as of November 1,
2005,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the 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
sixteen classes,
which in the aggregate
will evidence the entire beneficial
ownership interest in
the Mortgage Loans (as defined herein) and certain other
related assets.
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 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
each of the "regular
interests" in REMIC I
(the "REMIC I Regular
Interests").
The "latest
possible maturity date" (determined solely for purposes of
satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii))
for each REMIC I
Regular Interest
shall be the Maturity Date. None of the REMIC I Regular
Interests will be certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I LATEST
POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S>
<C>
<C>
<C>
I-1-A
Variable(1)
$
1,716,312.97
November 2035
I-1-B
Variable(1)
1,716,312.97
November 2035
I-2-A
Variable(1)
2,306,628.22
November 2035
I-2-B
Variable(1)
2,306,628.22
November 2035
I-3-A
Variable(1)
2,899,246.90
November 2035
I-3-B
Variable(1)
2,899,246.90
November 2035
I-4-A
Variable(1)
3,489,554.66
November 2035
I-4-B
Variable(1)
3,489,554.66
November 2035
I-5-A
Variable(1)
4,071,632.07
November 2035
I-5-B
Variable(1)
4,071,632.07
November 2035
I-6-A
Variable(1)
4,635,628.22
November 2035
I-6-B
Variable(1)
4,635,628.22
November 2035
I-7-A
Variable(1)
5,179,183.18
November 2035
I-7-B
Variable(1)
5,179,183.18
November 2035
I-8-A
Variable(1)
5,691,326.93
November 2035
I-8-B
Variable(1)
5,691,326.93
November 2035
I-9-A
Variable(1)
6,155,311.87
November 2035
I-9-B
Variable(1)
6,155,311.87
November 2035
I-10-A
Variable(1)
6,547,084.08
November 2035
I-10-B
Variable(1)
6,547,084.08
November 2035
I-11-A
Variable(1)
6,805,347.07
November 2035
I-11-B
Variable(1)
6,805,347.07
November 2035
I-12-A
Variable(1)
6,773,138.34
November 2035
I-12-B
Variable(1)
6,773,138.34
November 2035
I-13-A
Variable(1)
6,472,697.76
November 2035
I-13-B
Variable(1)
6,472,697.76
November 2035
I-14-A
Variable(1)
6,185,816.86
November 2035
I-14-B
Variable(1)
6,185,816.86
November 2035
I-15-A
Variable(1)
5,911,881.59
November 2035
I-15-B
Variable(1)
5,911,881.59
November 2035
I-16-A
Variable(1)
5,650,173.72
November 2035
I-16-B
Variable(1)
5,650,173.72
November 2035
I-17-A
Variable(1)
5,400,364.16
November 2035
I-17-B
Variable(1)
5,400,364.16
November 2035
I-18-A
Variable(1)
5,161,733.35
November 2035
I-18-B
Variable(1)
5,161,733.35
November 2035
I-19-A
Variable(1)
4,933,701.52
November 2035
I-19-B
Variable(1)
4,933,701.52
November 2035
I-20-A
Variable(1)
4,715,415.38
November 2035
I-20-B
Variable(1)
4,715,415.38
November 2035
I-21-A
Variable(1)
4,506,020.44
November 2035
I-21-B
Variable(1)
4,506,020.44
November 2035
I-22-A
Variable(1)
4,304,276.90
November 2035
I-22-B
Variable(1)
4,304,276.90
November 2035
I-23-A
Variable(1)
4,113,408.27
November 2035
I-23-B
Variable(1)
4,113,408.27
November 2035
I-24-A
Variable(1)
36,308,150.41
November 2035
I-24-B
Variable(1)
36,308,150.41
November 2035
I-25-A
Variable(1)
2,225,014.66
November 2035
I-25-B
Variable(1)
2,225,014.66
November 2035
I-26-A
Variable(1)
2,133,166.04
November 2035
I-26-B
Variable(1)
2,133,166.04
November 2035
I-27-A
Variable(1)
2,045,191.47
November 2035
I-27-B
Variable(1)
2,045,191.47
November 2035
I-28-A
Variable(1)
1,960,980.45
November 2035
I-28-B
Variable(1)
1,960,980.45
November 2035
I-29-A
Variable(1)
1,880,384.93
November 2035
I-29-B
Variable(1)
1,880,384.93
November 2035
I-30-A
Variable(1)
1,803,235.76
November 2035
I-30-B
Variable(1)
1,803,235.76
November 2035
I-31-A
Variable(1)
1,729,283.42
November 2035
I-31-B
Variable(1)
1,729,283.42
November 2035
I-32-A
Variable(1)
1,658,418.80
November 2035
I-32-B
Variable(1)
1,658,418.80
November 2035
I-33-A
Variable(1)
1,590,489.63
November 2035
I-33-B
Variable(1)
1,590,489.63
November 2035
I-34-A
Variable(1)
1,525,231.67
November 2035
I-34-B
Variable(1)
1,525,231.67
November 2035
I-35-A
Variable(1)
1,462,419.95
November 2035
I-35-B
Variable(1)
1,462,419.95
November 2035
I-36-A
Variable(1)
16,439,368.64
November 2035
I-36-B
Variable(1)
16,439,368.64
November 2035
I-37-A
Variable(1)
633,328.04
November 2035
I-37-B
Variable(1)
633,328.04
November 2035
I-38-A
Variable(1)
612,524.88
November 2035
I-38-B
Variable(1)
612,524.88
November 2035
I-39-A
Variable(1)
592,414.43
November 2035
I-39-B
Variable(1)
592,414.43
November 2035
I-40-A
Variable(1)
572,973.28
November 2035
I-40-B
Variable(1)
572,973.28
November 2035
I-41-A
Variable(1)
554,179.36
November 2035
I-41-B
Variable(1)
554,179.36
November 2035
I-42-A
Variable(1)
536,010.11
November 2035
I-42-B
Variable(1)
536,010.11
November 2035
I-43-A
Variable(1)
518,443.50
November 2035
I-43-B
Variable(1)
518,443.50
November 2035
I-44-A
Variable(1)
501,459.72
November 2035
I-44-B
Variable(1)
501,459.72
November 2035
I-45-A
Variable(1)
485,039.81
November 2035
I-45-B
Variable(1)
485,039.81
November 2035
I-46-A
Variable(1)
469,164.61
November 2035
I-46-B
Variable(1)
469,164.61
November 2035
I-47-A
Variable(1)
453,815.33
November 2035
I-47-B
Variable(1)
453,815.33
November 2035
I-48-A
Variable(1)
438,974.13
November 2035
I-48-B
Variable(1)
438,974.13
November 2035
I-49-A
Variable(1)
13,050,452.56
November 2035
I-49-B
Variable(1)
13,050,452.56
November 2035
A-I
Variable(1)
13,388,488.72
November 2035
</TABLE>
(1) Calculated
as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets consisting of the REMIC I Regular
Interests
subject to this Agreement 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
represent the sole Class of "residual interests" in REMIC II
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 II Pass-Through Rate") and initial
Uncertificated Principal Balance for each of the "regular
interests" in REMIC II
(the "REMIC
II Regular Interests"). The "latest possible maturity date"
(determined solely for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii))
for each REMIC II Regular Interest shall be the Maturity
Date. None of the REMIC II Regular Interests will be
certificated.
<TABLE>
<CAPTION>
INITIAL UNCERTIFICATED
UNCERTIFICATED REMIC II
REMIC II
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S> <C>
<C>
<C>
<C>
LT1
Variable(1)
$424,924,689.55
November 2035
LT2
Variable(1)
9,200.93
November 2035
LT3
Variable(1)
33,299.12
November 2035
LT4
Variable(1)
33,299.12
November 2035
LT-IO
Variable(1)
(2)
November 2035
</TABLE>
---------------
(1) Calculated as
provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2) REMIC II Regular
Interest LT-IO will not have an Uncertificated Principal
Balance
but will accrue interest on its uncertificated notional amount
calculated
in accordance with the
definition of
"Uncertificated
Notional
Amount"
herein.
<PAGE>
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,
certain features, month of Final Scheduled Distribution Date and
initial ratings
for each Class of Certificates comprising the interests
representing
"regular
interests" in REMIC III. The "latest possible maturity date"
(determined solely
for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for
each Class of REMIC III Regular Certificates shall be the Maturity
Date.
<TABLE>
<CAPTION>
AGGREGATE
MONTH OF
INITIAL
FINAL
CERTIFICATE
SCHEDULED
PASS-THROUGH
PRINCIPAL
DISTRIBUTION
DESIGNATION TYPE
RATE
BALANCE
FEATURES
DATE
INITIAL RATINGS
S&P Moody's
<S>
<C>
<C>
<C>
Class A-1
Regular(1) Adjustable $193,205,000.00 Senior/Adjustable November AAA
Aaa
Rate
2035
Class A-2
Regular(1) Adjustable $114,754,000.00 Senior/Adjustable November AAA
Aaa
Rate
2035
Class A-3
Regular(1) Adjustable $ 29,491,000.00 Senior/Adjustable
November
AAA
Aaa
Rate
2035
Class M-1
Regular(1) Adjustable(2)$ 14,875,000.00 Mezzanine/Adjustable
November AA+
Aa1
Rate
2035
Class M-2
Regular(1) Adjustable(2)$ 12,750,000.00 Mezzanine/Adjustable
November AA
Aa2
Rate
2035
Class M-3
Regular(1) Adjustable(2)$ 8,925,000.00
Mezzanine/Adjustable
November AA-
Aa3
Rate
2035
Class M-4
Regular(1) Adjustable(2)$ 13,175,000.00 Mezzanine/Adjustable
November A+
A2
Rate
2035
Class M-5
Regular(1) Adjustable(2)$ 5,950,000.00
Mezzanine/Adjustable
November
A
A3
Rate
2035
Class M-6
Regular(1) Adjustable(2)$ 6,163,000.00
Mezzanine/Adjustable
November A-
Baa1
Rate
2035
Class M-7
Regular(1) Adjustable(2)$ 4,250,000.00
Mezzanine/Adjustable
November BBB+
Baa2
Rate
2035
Class M-8
Regular(1) Adjustable(2)$ 3,825,000.00
Mezzanine/Adjustable
November BBB
Baa3
Rate
2035
Class B Regular(1)
Adjustable(2)$
3,825,000.00 Subordinate/AdjustableNovember BBB-
Ba1
Rate
2035
Class SB Regular
(4) $
13,812,488.72
Subordinate
N/A
N/A
N/A
(4)
IO
Regular(5) (6)
(7)
Residual
N/A
N/A
N/A
</TABLE>
---------------
(1) This Class of
Certificates
represents
ownership of a REMIC III Regular
Interest
together with (i) certain rights to payments to be made from
amounts
received under the Swap Agreement which will be deemed made for
federal
income tax purposes
outside of REMIC III by the holder of the Class
SB
Certificates
as the owner of the
Swap Agreement and (ii) the obligation
to pay the
Class IO Distribution
Amount. Any amount distributed on this
Class of
Certificates
on any Distribution Date in excess of the amount
distributable on the related REMIC III Regular Interest on such
Distribution
Date shall
be treated for federal
income tax
purposes as having
been paid
from the
Swap Account 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 4.08 hereof.
(2) The REMIC III Regular Interests ownership of which is represented by the
Class A,
Class M and Class B
Certificates, will
accrue interest at a per
annum rate
equal to LIBOR plus
the applicable
Margin, each subject to a
payment
cap as described in the definition of "Pass-Through Rate" and the
provisions
for the payment of Basis Risk Shortfalls herein, which payments
will not
be part of the
entitlement of the
REMIC III Regular Interests
related to
such Certificates.
(3) The Class A,
Class M and Class B
Certificates
will also entitle their
holders to
certain payments from the Holder of the Class SB
Certificates
from
amounts to which the related REMIC III Regular Interest is entitled
and
from
amounts received under the Swap Agreement, which will not be a part of
their
ownership of the REMIC III Regular Interests.
(4) The Class
SB Certificates will accrue interest as described in the
definition
of Accrued Certificate
Interest. The Class SB
Certificates will
not accrue
interest on their
Certificate Principal
Balance. The Class SB
Certificates will be
comprised of two REMIC III regular interests, a
principal
only regular interest designated SB-PO and an interest only
regular
interest designated
SB-IO, which will be
entitled to distributions
as set
forth herein. The
rights of the Holder of the Class SB Certificates
to
payments from the Swap Agreement shall be outside and apart from its
rights
under the REMIC III Regular Interests SB-IO and SB-PO.
(5) REMIC III Regular
Interest IO will be held as an asset of the Swap Account
established by the Trustee.
(6) For federal
income tax
purposes, REMIC III Regular Interest IO will not
have
a Pass-Through
Rate, but will be entitled to 100% of the amounts
distributed on REMIC II Regular Interest LT-IO.
(7) For federal
income tax
purposes, REMIC III Regular Interest IO will not
have
an Uncertificated
Principal Balance, but
will have a notional amount
equal to the
Uncertificated
Notional Amount of REMIC II Regular Interest
LT-IO.
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
each Class
of Class A Certificates, Class M Certificates and Class B
Certificates, an
amount equal to interest accrued during the related
Interest
Accrual Period on the Certificate Principal Balance thereof
immediately prior to
such Distribution
Date at the related
Pass-Through Rate for
that Distribution
Date.
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
allocated to each
Class of Certificates pro rata, on the basis of Accrued
Certificate Interest
payable on such
Distribution Date absent such reductions;
and (b) the interest
portion of Realized Losses allocated to such Class through
Subordination as described in Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day
year
and the actual number of days in the related Interest Accrual
Period.
With respect to each
Distribution Date and
the Class SB
Certificates,
interest accrued
during the preceding Interest Accrual Period at the
Pass-Through Rate on
the Uncertificated
Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such
Distribution Date,
reduced by any interest shortfalls with respect to the Mortgage
Loans, including
Prepayment Interest
Shortfalls
to the extent not covered by Compensating
Interest pursuant to
Section 3.16 or by
Excess Cash Flow
pursuant to
Section
4.02(c)(v) and (vi). Accrued Certificate Interest on the Class SB
Certificates
shall accrue on the basis of a 360-day year and the actual number
of days in the
related Interest Accrual Period.
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
rate at which the related Subservicing Fee accrues.
Adjustment Date:
With respect 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: With
respect 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: With
respect 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, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries, REO
Proceeds, Mortgage
Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or
4.07 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,
Subsequent Recoveries,
Insurance Proceeds,
REO Proceeds
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:
With respect to any
Mortgaged Property, one of the
following: (i) the
lesser of (a) the appraised value of such Mortgaged Property
based upon the appraisal or appraisals (or field review) 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, or (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.
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: With respect to any Distribution
Date, an
amount equal
to (a) the sum of (i)
the amount
on deposit in the Custodial
Account as of the close of business on the immediately preceding Determination
Date, including
any Subsequent Recoveries, and amounts deposited in the
Custodial Account in
connection with the
substitution of Qualified Substitute
Mortgage Loans, (ii) the amount of any Advance made on the
immediately preceding
Certificate Account
Deposit Date, (iii) any amount deposited in the Certificate
Account on the related
Certificate Account
Deposit Date pursuant to the second
paragraph of Section
3.12(a), (iv) any
amount that the Master
Servicer is not
permitted to withdraw from the Custodial Account pursuant to Section
3.16(e) in
respect of the Mortgage Loans and (v) any amount
deposited in the
Certificate
Account pursuant to Section 4.07 or 9.01, reduced by (b) the sum as
of the close
of business on the immediately preceding Determination Date of (i) any
payments
or collections
consisting of prepayment charges on the Mortgage Loans that
were
received during the related Prepayment Period, (ii) the Amount Held for
Future
Distribution, (iii)
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
(iv) any Net Swap Payments required to be made to the Swap
Counterparty and
Swap Termination Payments not due to a Swap Counterparty
Trigger Event for such Distribution Date.
Balloon Loan:
Each of the Mortgage
Loans having an original term to
maturity that is shorter than the related amortization term.
Balloon Payment:
With respect to any
Balloon Loan, the related Monthly
Payment payable on the stated maturity date of such Balloon
Loan.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Basis Risk Shortfall:
Any Class A Basis Risk
Shortfall, Class B
Basis
Risk Shortfall or Class M Basis Risk Shortfall.
Basis Risk
Shortfall Carry-Forward Amount: Any Class A Basis Risk
Shortfall
Carry-Forward Amount,
Class B Basis
Risk Shortfall Carry-Forward
Amount or Class M Basis Risk Shortfall Carry-Forward Amount.
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 State of New York, the State of
California, the State
of Texas, the State of Minnesota or the State of Illinois
(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.
Calendar Quarter:
A Calendar Quarter shall consist of one of the
following time periods
in any given year:
January 1 through
March 31, April 1
through June 30, July 1 through September 30, and October 1 through
December 31.
Capitalization
Reimbursement Amount:
With respect to any
Distribution
Date, the amount of unreimbursed Advances or Servicing Advances
that were added
to the Stated
Principal Balance of
the 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: With respect 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-RZ4" and
which account shall be held for the benefit of the
Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect 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 Certificate,
Class M Certificate 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(c) and (y) the
aggregate
of all reductions
in Certificate Principal Balance of such
Certificates deemed to
have occurred in connection with Realized
Losses which were
previously allocated
to such Certificate
(or
any predecessor Certificate) pursuant to Section 4.05;
provided, that with
respect to any Distribution Date, the Certificate Principal
Balances of the
Class A Certificates, Class M Certificates and Class B
Certificates will be
increased, in each
case to the extent of Realized Losses
previously allocated
thereto and remaining unreimbursed, to the extent of
Subsequent Recoveries
in the following order of priority: first to the Class A
Certificates, pro
rata, and then to the Class M-1 Certificates , Class M-2
Certificates, Class
M-3 Certificates, Class M-4 Certificates , Class M-5
Certificates , Class
M-6 Certificates , Class M-7 Certificates, Class M-8
Certificates and Class B Certificates, in that order.
With respect to any Class SB Certificate, on any date of determination,
an amount equal to the Percentage Interest evidenced by such Certificate
multiplied by an
amount equal to (i) the excess, if any, of (A) the then
aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate
Principal Balance of the Class A
Certificates, Class
M
Certificates and Class B Certificates then outstanding, which
represents the sum
of (i) the Initial Principal Balance of the REMIC III Regular
Interest SB-PO, as
reduced by Realized Losses allocated thereto and payments deemed made
thereon,
and (ii) accrued and unpaid interest on the REMIC III Regular
Interest SB-IO, as
reduced by Realized Losses allocated thereto.
The Class R Certificates will not have a Certificate Principal
Balance.
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 Basis Risk
Shortfall:
With respect to each Class of 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) the
lesser of (a) Accrued Certificate Interest on that Class of
Certificates on such Distribution Date, calculated at a rate equal to
One-Month
LIBOR plus the related Margin, as calculated for such Distribution
Date, and (b)
11.00% per annum, 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 Class A 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
pursuant to this Agreement, at a rate equal to the related
Pass-Through Rate.
Class A Certificates:
Collectively, the
Class A-1 Certificates, Class
A-2 Certificates and Class A-3 Certificates.
Class A Principal
Distribution Amount: With respect to any Distribution
Date (a) 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 (b) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the lesser
of:
(i) the
Principal Distribution Amount for that Distribution Date; and
(ii)
the excess,
if any, of (A) the
aggregate Certificate
Principal
Balance of the Class A
Certificates
immediately
prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage
and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and
(y) the excess, if any, of the aggregate Stated Principal
Balance
of the Mortgage Loans after giving effect to distributions to be
made on that
Distribution Date,
over the
Overcollateralization
Floor.
Class A-1 Certificate: Any one of the Class A-1 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit A, senior to the Class M
Certificates, the
Class
B Certificates,
the Class SB
Certificates
and the Class R
Certificates with
respect to distributions and the allocation of Realized Losses in
respect of the
Mortgage Loans as set
forth in Section 4.05,
and evidencing (i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class A-1 Margin:
Initially, 0.120% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.240% per annum.
Class A-2 Certificate: Any one of the Class A-2 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit A, senior to the Class M
Certificates, the
Class
B Certificates,
the Class SB
Certificates
and the Class R
Certificates with
respect to distributions and the allocation of Realized Losses in
respect of the
Mortgage Loans as set
forth in Section 4.05,
and evidencing (i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class A-2 Margin:
Initially, 0.260% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.520% per annum.
Class A-3 Certificate: Any one of the Class A-3 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit A, senior to the Class M
Certificates, the
Class
B Certificates,
the Class SB
Certificates
and the Class R
Certificates with
respect to distributions and the allocation of Realized Losses in
respect of the
Mortgage Loans as set
forth in Section 4.05,
and evidencing (i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class A-3 Margin:
Initially, 0.400% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.800% per annum.
Class B Basis Risk
Shortfall: With
respect to the Class B Certificates
and any Distribution
Date for which the
Pass-Through
Rate for 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) One-Month LIBOR plus the
related Margin and (b)
11.00% per annum, as
calculated for such
Distribution
Date, 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 Certificates
and any Distribution Date, the sum of (a) the
aggregate
amount of Class B Basis Risk Shortfall on such Distribution Date plus (b) any
Class B Basis Risk
Shortfall
Carry-Forward Amount
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 pursuant to
this Agreement, at a rate equal to the related Pass-Through
Rate.
Class B Certificate: Any one of the Class B Certificates executed
by the
Trustee and authenticated by the Certificate Registrar
substantially in the form
annexed hereto as Exhibit B-2, senior to the Class SB Certificates
and the Class
R Certificates
with respect to
distributions
and the allocation of Realized
Losses in as set
forth in Section 4.05, and evidencing (i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class B Margin:
Initially, 2.500% per
annum, and on any
Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 3.750% per annum.
Class B Principal
Distribution Amount: With respect to any Distribution
Date (a) 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, the Class M-1 Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class
M-4 Principal Distribution Amount, Class M-5 Principal
Distribution Amount,
Class M-6 Principal
Distribution
Amount, the Class M-7
Principal Distribution Amount and the Class M-8 Principal
Distribution Amount or
(b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount, Class
M-5 Principal Distribution Amount, Class M-6
Principal
Distribution
Amount, the
Class M-7 Principal
Distribution Amount
and the Class M-8
Principal Distribution
Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates,
Class M-6 Certificates, Class M-7 Certificates and the Class
M-8
Certificates (after taking into account the payment of the
Class
A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2 Principal Distribution
Amount, Class
M-3 Principal Distribution Amount, Class M-4
Principal Distribution
Amount, Class M-5 Principal Distribution
Amount, Class M-6
Principal Distribution
Amount, the Class M-7
Principal Distribution
Amount and the Class M-8 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate Principal
Balance of the Class B Certificates
immediately prior to
that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated
Principal Balance of
the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class IO Distribution
Amount: As defined in Section 4.08(f) 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 III Regular Interest IO on such
Distribution Date, all as further provided in Section 4.08(b)
hereof.
Class M Basis Risk
Shortfall:
With respect to each Class of Class M
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) the
lesser of (a) Accrued Certificate Interest on that Class of
Certificates on such Distribution Date, calculated at a rate equal to
One-Month
LIBOR plus the related Margin, as calculated for such Distribution
Date, and (b)
11.00% per annum, 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 each
Class of Class M
Certificates and any
Distribution
Date, the sum of (a) the
aggregate amount
of Class M Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class M 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
pursuant to this Agreement, at a rate equal to the related
Pass-Through Rate.
Class M Certificates:
Collectively, the
Class M-1 Certificates, Class
M-2 Certificates,
Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates, Class
M-6 Certificates, Class M-7 Certificates and Class M-8
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-1, senior to the Class M-2
Certificates,
the
Class M-3 Certificates, the Class M-4 Certificates, the
Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the
Class B Certificates, the Class SB Certificates and the Class
R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05, and evidencing (i) an interest
designated
as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii)
the right to receive
payments under the Swap Agreement and (iii) the obligation
to pay the Class IO Distribution Amount.
Class M-1 Margin:
Initially, 0.480% 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.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (a)
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
(b) on or after the Stepdown Date
if a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount
for that
Distribution Date
after distribution
of the Class A
Principal
Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates
(after
taking into
account the payment of the Class A Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate Principal
Balance of the Class M-1 Certificates
immediately prior to
that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated
Principal Balance of
the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-3
Certificates,
the
Class M-4 Certificates, the Class M-5 Certificates, the
Class M-6 Certificates,
the Class M-7 Certificates, the Class M-8 Certificates, the Class B
Certificates, the
Class SB Certificates and the Class R Certificates with
respect to
distributions and the
allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular
interest"
in REMIC III for
purposes of the REMIC
Provisions,
(ii) the right to
receive
payments under the
Swap Agreement and
(iii) the obligation to pay the Class IO
Distribution Amount.
Class M-2 Margin:
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.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date (a)
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
(b) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount
for that
Distribution Date
after distribution
of the Class A
Principal
Distribution Amount
and the Class M-1
Principal Distribution
Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal
Balance of the Class A
Certificates and
Class M-1 Certificates (after taking into account the payment
of
the Class A
Principal Distribution Amount and the Class M-1
Principal Distribution
Amount for that
Distribution Date)
and
(2)
the Certificate Principal Balance of the Class M-2
Certificates
immediately prior to
that Distribution Date
over
(B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization
Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-4
Certificates,
the
Class M-5 Certificates, the Class M-6 Certificates, the
Class M-7 Certificates,
the Class M-8 Certificates, the Class B Certificates, the
Class SB Certificates
and the Class R Certificates with respect to distributions and the
allocation of
Realized Losses as set
forth in Section 4.05,
and evidencing
(i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class M-3 Margin:
Initially, 0.520% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.780% per annum.
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount and the Class M-2 Principal Distribution Amount or (b) 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, the Class M-1 Principal Distribution
Amount
and the Class M-2 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1 Certificates and
Class M-2 Certificates
(after taking into
account the
payment of the Class A Principal Distribution
Amount, the Class M-1
Principal Distribution Amount and the
Class M-2 Principal
Distribution Amount
for that
Distribution
Date) and (2) the Certificate Principal Balance of the Class
M-3
Certificates
immediately prior to
that Distribution Date
over
(B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization
Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-5
Certificates,
the
Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates,
the Class B Certificates, the Class SB Certificates and the Class R
Certificates
with respect to distributions and the allocation of Realized Losses
as set forth
in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to
receive payments
under the Swap
Agreement and (iii)
the obligation to pay the
Class IO Distribution Amount.
Class M-4 Margin:
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.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount and the Class
M-3 Principal
Distribution Amount or
(b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2
Principal Distribution Amount and the
Class M-3 Principal Distribution Amount ; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates,
Class M-2 Certificates and Class M-3
Certificates (after taking into account the payment of the
Class
A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount
and the Class M-3 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class
M-4 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-6
Certificates,
the
Class M-7 Certificates, the Class M-8 Certificates, the Class B Certificates,
the Class SB Certificates and the Class R Certificates with respect to
distributions and the
allocation
of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC
III for purposes of
the REMIC Provisions,
(ii) the right to
receive payments
under the Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-5 Margin:
Initially, 0.800% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.200% per annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount, the Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount and the Class M-4 Principal Distribution Amount
or (b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount and the Class M-4 Principal
Distribution Amount; and
(ii)
the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates
and Class M-4
Certificates
(after taking into account the
payment of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, Class M-3 Principal Distribution Amount
and
the Class
M-4 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class
M-5 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-7
Certificates,
the
Class M-8 Certificates, the Class B Certificates, the
Class SB Certificates and
the Class R
Certificates with
respect to
distributions and the
allocation of
Realized Losses as set
forth in Section 4.05,
and evidencing
(i) an interest
designated as a
"regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the
right to receive
payments under the
Swap Agreement
and
(iii) the obligation to pay the Class IO Distribution Amount.
Class M-6 Margin:
Initially, 1.850% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 2.775% per annum.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount, the Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution Amount and the Class M-5
Principal Distribution
Amount or (b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates and Class M-5 Certificates
(after taking into
account the payment of the Class A Principal
Distribution Amount,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class M-6 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B-1, senior to the Class M-8
Certificates,
the
Class B Certificates,
the Class SB
Certificates
and the Class R
Certificates
with respect to distributions and the allocation of Realized Losses
as set forth
in Section
4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions, (ii) the right to
receive payments
under the Swap
Agreement and (iii)
the obligation to pay the
Class IO Distribution Amount.
Class M-7 Margin:
Initially, 2.500% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 3.750% per annum.
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount, the Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount and the Class M-6 Principal
Distribution Amount or
(b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount, Class M-5
Principal Distribution
Amount and the
Class
M-6 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates
and
Class M-6 Certificates (after taking into account the payment
of
the Class A Principal Distribution Amount, the Class M-1
Principal
Distribution
Amount, the
Class M-2 Principal
Distribution Amount,
Class M-3 Principal
Distribution
Amount,
Class M-4 Principal
Distribution
Amount, Class M-5 Principal
Distribution Amount
and the Class M-6
Principal Distribution
Amount for
that Distribution Date) and (2) the Certificate
Principal Balance
of the Class M-7 Certificates immediately
prior to that
Distribution Date over
(B) the lesser of (x) the
product of (1) the applicable Subordination Percentage and (2)
the aggregate Stated
Principal Balance of the Mortgage
Loans
after giving
effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to
distributions to be made on that Distribution Date,
over the Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as
Exhibit B-1,
senior to the Class B
Certificates,
the
Class SB Certificates and the Class R Certificates with respect to
distributions
and the allocation
of Realized Losses as set forth in Section 4.05, and
evidencing (i) an interest designated as a "regular
interest" in REMIC III
for
purposes of the REMIC
Provisions, (ii) the
right to receive payments under the
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-8 Margin:
Initially, 2.500% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 3.750% per annum.
Class M-8 Principal Distribution Amount: With respect to any
Distribution Date (a)
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, the Class M-1 Principal Distribution
Amount, the Class
M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount,
Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution
Amount, the Class M-6 Principal Distribution Amount and
the Class M-7 Principal Distribution Amount or (b) 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,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount, Class M-5
Principal Distribution
Amount, the Class M-6
Principal Distribution
Amount and the Class M-7 Principal
Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates,
Class M-6 Certificates and Class M-7 Certificates (after taking
into account the
payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal
Distribution
Amount,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal Distribution Amount, the Class M-6
Principal
Distribution Amount
and the Class M-7
Principal Distribution
Amount for
that Distribution Date) and (2) the Certificate
Principal Balance
of the Class M-8 Certificates immediately
prior to that
Distribution Date over
(B) the lesser of (x) the
product of (1) the applicable Subordination Percentage and (2)
the aggregate Stated
Principal Balance of the Mortgage
Loans
after giving
effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated
Principal Balance of the Mortgage Loans after giving
effect to
distributions to be made on that Distribution Date,
over the Overcollateralization Floor.
Class R Certificate: Any one of the Class R-I, Class R-II or Class
R-III
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 D and
evidencing an interest
designated
as a
"residual interest" in REMIC I for purposes of the REMIC
Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed
by the Trustee and authenticated by the Certificate Registrar substantially in
the form annexed hereto as Exhibit D and evidencing an interest
designated as a
"residual interest" in REMIC II for purposes of the REMIC
Provisions.
Class R-III
Certificate:
Any one of the Class R-III Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and
evidencing an interest
designated as a
"residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class SB Certificate:
Any one of the Class SB Certificates executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit C, subordinate to the Class A
Certificates, Class
M Certificates 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 comprised of "regular interests" in REMIC III for purposes
of the REMIC
Provisions together with certain rights to payments under the Swap
Agreement for
purposes of the REMIC Provisions.
Closing Date: December
6, 2005.
Code: The Internal
Revenue Code of 1986.
Commission: The
Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any
amount
paid by the Master Servicer in accordance with Section 3.16(f).
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 JPMorgan Chase
Bank, N.A., 600 Travis, 9th Floor,
Houston, Texas 77002,
Attention:
Residential Asset
Mortgage Products,
Inc.,
Series 2005-RZ4.
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 E hereto.
Custodian: A custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date Balance:
$425,000,488.72.
Cut-off Date: November
1, 2005.
Cut-off Date Principal
Balance: With respect
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
the Cut-off Date), 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.
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 May 1 that remained unpaid as of the close
of business on June 30 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.
Depositor: As defined
in the preamble hereto.
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(a)(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
Securities Exchange Act of 1934, as amended.
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.
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, including,
if not otherwise
included, 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 December 2005
or, if such
25th day is not a
Business Day, the Business Day immediately
following such 25th day.
DTC Letter: The Letter of Representations, dated December 5, 2005,
among
the Trustee on behalf
of the Trust Fund,
JPMorgan Chase
Bank, N.A., in its
individual capacity as agent thereunder and the Depository.
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, a trust account or
accounts maintained in
the corporate trust
department of JPMorgan
Chase Bank,
N.A., or (iv) in the
case of the Certificate Account, 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 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, 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 and all income and
gain on amounts held in the Custodial
Account and the Certificate Account and payable to the Certificateholders with
respect to such Distribution Date; provided that for purposes of
this definition
the amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a)
except as may be required pursuant to the last sentence of such
Section.
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 any Distribution Date, an amount
equal
to the sum of (A) the excess of (i) the Available Distribution Amount for that
Distribution Date over (ii) the sum of (a) the Interest
Distribution Amount
for
that Distribution
Date and (b) the
lesser of (1) the aggregate Certificate
Principal Balance of
Class A Certificates,
Class M Certificates and Class B
Certificates
immediately prior to
such Distribution Date and (2) the Principal
Remittance Amount for
that Distribution
Date to the extent not
applied to pay
interest on the
Class A Certificates, Class M Certificates and Class B
Certificates on such Distribution Date, (B) the
Overcollateralization
Reduction
Amount, if any,
for that Distribution Date and (C) any Net Swap Payments
received by the Trustee under the Swap Agreement 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 for such
Distribution Date.
Exchange Act: The
Securities and Exchange Act of 1934, as amended.
Exchange Date: As
defined in Section 5.02(e)(iii).
Expense Fee Rate: With
respect to any
Mortgage Loan as of
any date of
determination, the sum
of the applicable
Servicing Fee Rate and
the per annum
rate at which the applicable Subservicing Fee accrues.
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.
Fitch: Fitch Ratings,
or its successors in interest.
Fixed Swap Payment: With respect to any Distribution Date on or
prior to
the Distribution Date
in December 2009, an amount equal to the product of (x) a
fixed rate equal to 4.785%, (y) the Swap Agreement Notional Balance for that
Distribution Date and
(z) a fraction, the
numerator of which is (a) 19 for the
Distribution Date
in December 2005 and (b) 30 for any Distribution Date
occurring after the
Distribution Date in
December 2005, and the denominator of
which is 360.
FDIC: Federal Deposit
Insurance Corporation or any successor thereto.
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, the
Distribution Date occurring in November 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.
Floating Swap Payment: With respect to any Distribution Date on or
prior
to the Distribution Date in December 2009, 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:
With respect 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.
Form 10-K Certification: As defined in Section 4.03(e).
Freddie Mac:
Freddie Mac, 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.
HUD: The United States
Department of Housing and Urban Development.
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 each 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 Certificates,
Class
M Certificates, Class
B Certificates and Class SB Certificates (i) with respect
to the Distribution
Date in December 2005,
the period
commencing the
Closing
Date and ending on the day preceding the Distribution Date in
December 2005, and
(ii) with respect
to any Distribution Date after the Distribution Date in
December 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.
Interest Distribution
Amount: For any Distribution Date, the amounts
payable pursuant to Section 4.02(c)(i)-(iii).
Interim Certification:
As defined in Section 2.02.
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 Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates:
The Class A Certificates, Class M Certificates and
Class B Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately preceding the commencement of the
related
Interest Accrual Period.
Liquidation Proceeds:
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 Mortgage 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.
Margin: The Class A-1 Margin, Class A-2 Margin, Class A-3
Margin, Class
M-1 Margin, Class M-2
Margin, Class M-3
Margin, Class M-4 Margin, Class M-5
Margin, Class M-6 Margin, Class M-7 Margin, Class M-8 Margin and
Class B Margin,
as applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC III
Regular Interest SB-IO
and any Distribution
Date, in relation to
the REMIC II
Regular Interests
LT1, LT2, LT3, and LT4, a per annum rate equal to
two (2)
times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for
REMIC II Regular Interest LT2 and REMIC II Regular Interest
LT3.
Master Servicer: As
defined in the preamble hereto.
Maturity Date:
With respect to each
Class of Certificates
of regular
interest or Uncertificated Regular Interest issued by any
REMIC hereunder,
the
latest
possible
maturity date,
solely
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, November 25, 2035, which is the Distribution Date
occurring in
the month following the last scheduled monthly payment of the
Mortgage Loans.
Maximum Mortgage Rate: As to any adjustable-rate Mortgage Loan, the per
annum rate indicated
in Exhibit F hereto as the "NOTE CEILING," which rate is
the maximum interest
rate that may be
applicable to such
Mortgage Loan at any
time during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: As to any adjustable-rate Mortgage Loan and
any date of
determination, the
Maximum Mortgage Rate
minus the sum of the per
annum rate at which the Subservicing Fee accrues and 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, a per
annum rate
equal to the greater of (i) the Note Margin and (ii) the rate
indicated in Exhibit F hereto as the "NOTE FLOOR," which rate may be
applicable
to such 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 Net Mortgage
Rate: With respect 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 or leasehold 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 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
attached hereto as
Exhibit F,
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 Loan Schedule: The lists of the Mortgage Loans
attached hereto
as Exhibit F (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) the state,
city and zip code of the Mortgaged Property;
(iii) the maturity of
the Mortgage Note ("MATURITY DATE," or "MATURITY
DT") for Mortgage
Loans and if such
Mortgage Loan is a
Balloon
Loan, the amortization term thereof;
(iv) (for the
adjustable-rate
Mortgage Loans, the Mortgage Rate as of
origination ("ORIG RATE");
(v) the
Mortgage Rate as of the Cut-off Date ("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");
(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); and
(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) for the
adjustable-rate Mortgage Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiii) for the adjustable-rate Mortgage Loans, the maximum Net
Mortgage
Rate ("NET CEILING");
(xiv) for the
adjustable-rate
Mortgage Loans,
the Note Margin
("NOTE
MARGIN");
(xv) for the
adjustable-rate Mortgage Loans, the first Adjustment Date
after the Cut-off Date ("NXT INT CHG DT");
(xvi) for the adjustable-rate Mortgage Loans, the Periodic Cap
("PERIODIC DECR" or "PERIODIC INCR");
Such schedule
may consist of
multiple reports that
collectively
set
forth all of the information required.
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:
With respect to any
Mortgage Loan,
the interest
rate
borne by the related
Mortgage Note, or any
modification
thereto other than
a
Servicing Modification. The Mortgage Rate on 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 the Mortgage
Loan Schedule,
except in the case of the adjustable-rate Mortgage Loans indicated by an "X"
on
the Mortgage Loan
Schedule under the
heading "NOTE
METHOD"), of the related
Index plus the Note Margin, in each case subject to the applicable
Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage Rate.
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 Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the Servicing 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, a per
annum rate
(which will not be
less than zero) equal
to (i) the product
of (a) 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, (b) a fraction
expressed as a percentage the numerator
of which is 30 and the
denominator of which is the actual number of days in the
related Interest
Accrual Period, minus (ii) the product of (a) a fraction
expressed as a percentage, the numerator of which is the
amount of any Net Swap
Payments or Swap
Termination
Payment not due to a
Swap Counterparty
Trigger
Event due to the
Swap Counterparty as of such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans as of such Distribution Date and (b) a fraction expressed as a percentage
the numerator of which is 360 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 Officers' Certificate delivered
to the Depositor,
the Trustee
and the Master
Servicer. 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: With
respect to each
adjustable-rate
Mortgage Loan, the
fixed percentage
set forth in the
related Mortgage
Note and indicated on
the
Mortgage Loan Schedule 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.
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.
One-Month LIBOR: With
respect to any Distribution Date, the arithmetic
mean of the London interbank offered rate quotations for one-month
United States
dollar deposits,
determined on the
preceding LIBOR Rate Adjustment Date as set
forth in Section 1.02 hereof.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the
Master Servicer and which counsel 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 any REMIC hereunder as a REMIC 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 (after giving
effect to
distributions to be
made on
such Distribution Date) of the Mortgage Loans is less than 10.00%
of the Cut-off
Date Balance.
Outstanding Mortgage
Loan: With respect 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 or 4.07.
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 immediately prior to such
date.
Overcollateralization
Floor: With
respect to the
Mortgage Loans,
an
amount equal to the product of (a) 0.50% and (b) the Cut-off Date
Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of
(a) Excess
Cash Flow for that
Distribution
Date (to the
extent not used to cover the amounts described in clauses (iv) and (v) of the
definition of Principal Distribution Amount as of such Distribution
Date), and
(b) the excess
of (1) the Required Overcollateralization Amount for such
Distribution
Date over (2) the Overcollateralization
Amount
for such
Distribution Date.
Overcollateralization Reduction Amount: With respect to any
Distribution
Date, to the extent
the Excess
Overcollateralization
Amount is, after
taking
into account
all other distributions to be made on such Distribution Date,
greater than zero, the Overcollateralization Reduction Amount shall be equal
to
the lesser of (i) the Excess Overcollateralization Amount for
that Distribution
Date and (ii) the Principal Remittance Amount for such Distribution
Date.
Ownership Interest:
With respect to any
Certificate, any
ownership or
security interest
in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein,
whether direct
or indirect, legal or beneficial, as owner or as pledgee.
Pass-Through Rate:
With respect to each Class of Class A,
Class M and
Class B Certificates and any Distribution Date, the least of (i)
One-Month LIBOR
plus the related Margin, (ii) the related Net WAC Cap Rate
and (iii) 11.00% per
annum.
With respect to the Class SB Certificates or REMIC III Regular
Interest
SB-IO and any
Distribution Date,
a per annum rate equal to the percentage
equivalent of a
fraction, the numerator of which is the sum of the
amounts
calculated pursuant to
clauses (i) through (iii) below, and the denominator of
which is the aggregate principal balance of the REMIC II Regular
Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
REMIC III Regular
Interest SB-IO, the numerator is equal to the sum of the
following components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT1 minus the related Marker Rate, applied to a
notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT1;
(ii) the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT2 minus the related Marker Rate, applied to a
notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT4 minus twice the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Paying Agent: JPMorgan
Chase Bank, N.A. or
any successor Paying
Agent
appointed by the Trustee.
Percentage Interest:
With respect to any
Class A Certificate,
Class M
Certificate or Class B Certificate, the undivided percentage ownership
interest
in the related Class evidenced by such Certificate, which percentage ownership
interest shall be equal to the Initial Certificate Principal Balance thereof
divided by the aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. The Percentage Interest with respect to a
Class
SB Certificate or Class R Certificate shall be stated on the face
thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the
periodic rate cap that
limits the
increase or the decrease of the related
Mortgage Rate on any
Adjustment
Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations of or
guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase
agreements
on obligations specified in clause (i)
maturing not more
than one month
from the date of
acquisition
thereof, provided
that the unsecured
obligations
of the party
agreeing to repurchase such obligations are at the time rated
by
each Rating Agency in its highest short-term rating available;
(iii) federal funds,
certificates of
deposit, demand
deposits, time
deposits and
bankers' acceptances (which shall each have an
original maturity
of not more than 90
days and, in the case
of
bankers' acceptances, shall in no event have an original
maturity
of more than 365 days
or a remaining
maturity of more than 30
days) denominated in United States dollars of any U.S.
depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of
a
foreign depository
institution or trust
company; provided
that
the debt obligations
of such depository institution or trust
company
at the date of
acquisition
thereof have been rated by
each Rating Agency in its highest short-term rating available;
and, provided
further that, if the original maturity of such
short-term
obligations of
a domestic branch of a foreign
depository institution or trust company shall exceed 30 days,
the
short-term rating of
such institution shall
be A-1+ in the case
of Standard & Poor's if Standard & Poor's is a Rating
Agency;
(iv) commercial
paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under
the
laws of the United
States or any state thereof which on the date
of acquisition
has been rated by each Rating Agency in its
highest short
term rating available; provided that such
commercial paper and demand notes shall have a remaining
maturity
of not more than 30 days;
(v) a
money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available (which
may be managed by the Trustee or one of its Affiliates); and
(vi) other
obligations
or securities that are acceptable to each
Rating Agency as a
Permitted Investment
hereunder and will
not
reduce the rating
assigned to any Class of Certificates by such
Rating Agency
below the then-current rating assigned to such
Certificates by such Rating Agency, as evidenced in writing;
provided, however,
that no instrument shall be a Permitted Investment if it
represents, either (1)
the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both
principal and
interest payments
derived from
obligations underlying
such instrument and the
principal and interest payments with respect to such instrument
provide a yield
to maturity greater than 120% of the yield to maturity at par of
such underlying
obligations.
References herein to
the highest rating
available on unsecured
long-term debt shall
mean AAA in the case
of Standard &
Poor's and Aaa in the
case of Moody's, and
for purposes of this Agreement, any references herein to
the highest rating
available on unsecured
commercial paper and short-term debt
obligations shall mean
the following: A-1 in
the case of Standard & Poor's and
P-1 in the case of Moody's; provided, however, that any Permitted Investment
that is a short-term debt obligation rated A-1 by Standard &
Poor's must satisfy
the following
additional
conditions:
(i) the total amount of debt from A-1
issuers must be
limited to the
investment of monthly
principal and interest
payments (assuming
fully amortizing
collateral); (ii) the
total amount of A-1
investments must
not represent more than 20% of the aggregate outstanding
Certificate Principal
Balance of the
Certificates and each investment must not
mature beyond 30 days;
(iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary;
and (iv) if
the investments may be liquidated prior to their maturity or are
being relied on
to meet a certain yield, interest must be tied to a single
interest rate
index
plus a single fixed
spread (if any) and must move
proportionately
with that
index. Any Permitted
Investment
may be purchased by or
through the Trustee or
its Affiliates.
Permitted Transferee:
Any Transferee of a
Class R Certificate,
other
than a Disqualified Organization or Non-United States Person.
Person: Any
individual,
corporation,
limited
liability company,
partnership,
joint venture,
association,
joint-stock
company,
trust,
unincorporated organization or government or any agency or
political subdivision
thereof.
Prepayment Assumption:
With respect to the Class A, Class M and Class B
Certificates, the
prepayment assumption
to be used for determining the accrual
of original issue discount and premium and market discount on such
Certificates
for federal
income tax purposes, which (a) with respect to the fixed rate
Mortgage Loans,
assumes a constant
prepayment rate of 4% per annum of the then
outstanding principal
balance of the
Mortgage Loans in the
first month of the
life of the fixed-rate Mortgage Loans, and an additional
approximate 1.9091% per
annum in each month
thereafter until the
twelfth month, and
then beginning in
the twelfth month and in each month thereafter during the life of
the fixed-rate
Mortgage Loans, a constant prepayment rate of 25.0% per annum each
month and (b)
with respect
to the adjustable-rate Mortgage Loans, assumes a constant
prepayment rate of 4% per annum of the then outstanding principal
balance of the
adjustable-rate
Mortgage Loans
in the first month of the life of the
adjustable-rate
Mortgage Loans, and an additional approximate 2.8182% per annum
in each month
thereafter until the
twelfth month,
and then beginning in the
twelfth month
and in each month thereafter during the life of the
adjustable-rate Mortgage Loans, a constant prepayment rate of 35%
per annum each
month.
Prepayment Interest Shortfall: With respect to any Distribution
Date and
any Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that
was the subject
of (a) a Principal Prepayment in Full during the related
Prepayment Period, an
amount equal to the excess of one month's interest at the
related Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage
Loan) on the Stated
Principal Balance of
such Mortgage Loan
over the amount of
interest (adjusted
to the related
Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan)) paid by the
Mortgagor for such Prepayment Period to the date of such Principal
Prepayment in
Full or (b) a Curtailment during the prior calendar
month, an amount equal to
one month's interest
at the related Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan) on the amount of such
Curtailment.
Prepayment Period:
With respect to any
Distribution Date, the calendar
month preceding the month of distribution.
Primary Insurance
Policy: With respect to any Mortgage Loan, each
primary policy of mortgage guaranty insurance or replacement
policy therefor.
Each Mortgage Loan
with a Primary
Insurance Policy is
identified on Exhibit F
with the exception of either code "23" or "96" under the column "MI
CO CODE."
Principal Distribution
Amount: With respect to any Distribution
Date,
the lesser of (a) the
excess of (x) the sum of (A) the Available Distribution
Amount and (B) for inclusion in Excess Cash Flow, with respect to
clauses (b)(v)
and (vi) below, any
Net Swap Payments
received by the
Trustee under the
Swap
Agreement over (y) the Interest Distribution Amount and (b) the sum
of:
(i) the
principal portion of each Monthly Payment received or
Advanced with
respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii) the Stated
Principal Balance of any Mortgage
Loan repurchased
during the related
Prepayment Period (or
deemed to have been so
repurchased in
accordance
with Section 3.07(b)) pursuant to
Section 2.02, 2.03,
2.04 or 4.07 and the amount of any shortfall
deposited in
the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section
2.03
or 2.04 during the related Prepayment Period;
(iii) the principal
portion of all other unscheduled collections, other
than Subsequent
Recoveries,
on the Mortgage Loans
(including,
without limitation,
Principal Prepayments in Full, Curtailments,
Insurance Proceeds,
Liquidation
Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have
been so
received) to the extent applied by the Master Servicer as
recoveries of principal of the Mortgage Loans pursuant to
Section
3.14;
(iv) the lesser
of (1) Subsequent
Recoveries
for such Distribution
Date and (2) the principal portion of any Realized Losses
allocated to any Class of Certificates on a prior Distribution
Date and remaining unpaid;
(v) the
lesser of (1) the Excess Cash Flow for such Distribution Date
(to the extent not used pursuant to clause (iv) of this
definition on such
Distribution
Date) and (2) the principal
portion of any Realized Losses incurred (or deemed to have
been
incurred) on any Mortgage Loans in the calendar month preceding
such Distribution Date; and
(vi) the lesser
of (1) the Excess Cash Flow for that Distribution Date
(to the extent not used pursuant to clauses (iv) and (v)
of this
definition on
such
Distribution Date) and (2) the
Overcollateralization Increase Amount for such Distribution
Date;
minus
(vii) (A) the amount
of any Overcollateralization Reduction Amount for
such Distribution Date
and (B) the amount of any Capitalization
Reimbursement Amount for such Distribution Date; and
(ix) any Net
Swap Payments or Swap
Termination
Payment not due to
a
Swap Counterparty
Trigger Event due to
the Swap Counterparty to
the extent
not previously paid from interest or principal
collections on the Mortgage Loans.
Principal Prepayment:
Any payment of
principal or other
recovery on a
Mortgage Loan,
including a recovery that takes the form of Liquidation
Proceeds
or Insurance Proceeds,
which is received in
advance of its
scheduled Due Date
and is not accompanied
by an amount as to interest representing scheduled
interest on such
payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment
in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Principal Remittance
Amount: With respect to any Distribution Date, all
amounts described in clauses (b)(i) through (iii) of the definition
of Principal
Distribution Amount for that Distribution Date.
Program Guide:
The Residential Funding Seller Guide for mortgage
collateral sellers
that participate in Residential Funding's standard mortgage
programs, and
Residential Funding's
Servicing Guide and any other subservicing
arrangements which Residential Funding has arranged to accommodate
the servicing
of the Mortgage Loans.
Purchase Price:
With respect to any Mortgage
Loan (or REO
Property)
required to be or
otherwise purchased
on any date
pursuant to Section
2.02,
2.03, 2.04 or 4.07, an
amount equal to the sum of (i) if such Mortgage Loan (or
REO Property) is being purchased pursuant to Sections 2.02,
2.03, 2.04 or 4.07
of this Agreement,
100% of the
Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances and (ii) unpaid
accrued
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage
Rate plus the
rate per annum at which the Servicing Fee is calculated in the case of a
Modified Mortgage
Loan) (or at the Net
Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan)) on the Stated
Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute
Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or
the Depositor for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee,
(i) have
an outstanding
principal balance,
after deduction of the
principal portion
of the monthly payment due in the month of
substitution (or in
the case of a substitution of more than one
Mortgage Loan
for a Deleted Mortgage Loan, an aggregate
outstanding principal
balance, after such deduction), not in
excess of the Stated
Principal Balance of
the Deleted
Mortgage
Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of
substitution);
(ii) have a
Mortgage Rate and a
Net Mortgage
Rate no lower than
and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate,
respectively, of the
Deleted Mortgage Loan as of
the date of substitution;
(iii) have a
Loan-to-Value Ratio at
the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv) have a Note Margin not less than that of the Deleted Mortgage
Loan;
(v) have a Periodic
Rate Cap that is equal to that of the Deleted
Mortgage Loan;
(vi) have a next
Adjustment
Date no later
than that of the Deleted
Mortgage Loan;
(vii) have a remaining
term to stated
maturity not greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan; and
(viii) comply with
each representation and warranty set forth in
Sections 2.03 and 2.04
hereof and
Section 4 of the
Assignment
Agreement.
Rating Agency: Each of Standard & Poor's and Moody's. If any
agency or a
successor is no longer in existence, "Rating Agency" shall be such
statistical
credit rating agency, or other comparable Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss:
With respect to each
Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage
Loan (or
REO Property) as of the date of Cash Liquidation or REO
Disposition,
plus (ii)
interest (and REO
Imputed Interest,
if any) at the Net
Mortgage Rate from the
Due Date as to which interest was last paid or advanced to
Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO
Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or
REO Property)
outstanding during
each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which
such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as
recoveries
of interest at the Net Mortgage Rate and to principal of the
Mortgage Loan, net
of the portion thereof
reimbursable
to the Master Servicer
or any Subservicer
with respect to related Advances, Servicing Advances or other expenses as to
which the Master Servicer or Subservicer is entitled to
reimbursement thereunder
but which have not been previously reimbursed. With respect to each Mortgage
Loan which is the
subject of a Servicing
Modification,
(a) (1) the amount
by
which the interest portion of a Monthly Payment or the principal
balance of such
Mortgage Loan was
reduced or (2) the sum of any other amounts owing under the
Mortgage Loan that were forgiven and that constitute Servicing
Advances that are
reimbursable to the
Master Servicer or a
Subservicer, and (b)
any such amount
with respect to a
Monthly Payment that
was or would have been due in the month
immediately following
the month in which a Principal Prepayment or the Purchase
Price of such Mortgage Loan is received or is deemed to have been
received. With
respect to each
Mortgage Loan which has become the subject of a Deficient
Valuation, the
difference
between the principal
balance of the
Mortgage Loan
outstanding
immediately prior to
such Deficient
Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect
to each Mortgage Loan
which has become the object of a Debt Service Reduction,
the amount of such Debt Service Reduction.
Notwithstanding the
above, neither a
Deficient Valuation nor a Debt
Service Reduction
shall be deemed a
Realized Loss hereunder so long as the
Master Servicer has
notified the Trustee in writing that the Master Servicer is
diligently pursuing
any remedies that may exist in connection with the
representations and
warranties
made regarding the related Mortgage Loan and
either (A) the related
Mortgage Loan is not
in default with regard to payments
due thereunder or (B)
delinquent
payments of principal
and interest under the
related Mortgage
Loan and any premiums on any applicable primary hazard
insurance policy and
any related escrow
payments in respect of
such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt
Service Reduction.
Realized Losses
allocated to the Class SB Certificates shall be
allocated first to the
REMIC III Regular
Interest SB-IO in
reduction of the
accrued but unpaid interest thereon until such accrued and unpaid
interest shall
have been reduced to
zero and then to the REMIC III Regular Interest SB-PO in
reduction of the Principal Balance thereof.
To the extent the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized
Loss with respect
to
that Mortgage Loan will be reduced to the extent such recoveries are applied to
reduce the Certificate
Principal Balance of any Class of
Certificates on
any
Distribution Date.
Record Date:
With respect to the Class A Certificates, Class M
Certificates and Class B Certificates and each Distribution Date, the close of
business on the Business Day immediately preceding such Distribution Date.
With
respect to the Class SB and Class R Certificates, and each Distribution Date,
the close of business on the last Business Day of the month next
preceding the
month in which the related Distribution Date occurs or, with respect to the
first Distribution Date, the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Certificates:
The Class A
Certificates, Class M
Certificates,
Class B Certificates and Class SB Certificates.
Regular Interest:
Any one of the REMIC
regular interests in
the Trust
Fund.
Relief Act: The
Servicemembers Civil
Relief Act, formerly known as the
Soldiers' and Sailors' Civil Relief Act of 1940.
Relief Act
Shortfalls:
Interest shortfalls on the Mortgage Loans
resulting from the Relief Act or similar legislation or
regulations.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code. As used herein, the term "REMIC" shall mean REMIC
I,
REMIC II or REMIC III.
REMIC Administrator:
Residential Funding
Corporation.
If Residential
Funding Corporation is
found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as successor Master Servicer
shall appoint
a successor
REMIC
Administrator,
