EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2005
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2005-KS12
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS.......................................................................3
Section 1.01.
Definitions.......................................................3
Section 1.02. Determination of
LIBOR...........................................41
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.................42
Section 2.01. Conveyance of
Mortgage Loans.....................................42
Section 2.02. Acceptance by
Trustee............................................45
Section 2.03. Representations,
Warranties and Covenants of the Master
Servicer and the
Depositor.......................................46
Section 2.04. Representations
and Warranties of Sellers........................48
Section 2.05.
Execution
and Authentication of Certificates; Conveyance of
REMIC-I Regular
Interests........................................50
Section 2.06. Purposes and
Powers of the Trust.................................50
Section
2.07. Agreement
Regarding Ability to Disclose..........................51
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS.................................52
Section 3.01. Master Servicer
to Act as Servicer...............................52
Section 3.02. Subservicing
Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers'
Obligations...........54
Section 3.03. Successor
Subservicers...........................................55
Section 3.04. Liability of the
Master Servicer.................................55
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee
or
Certificateholders............................................56
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Trustee..........................................................56
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial
Account................................................56
Section 3.08. Subservicing
Accounts; Servicing Accounts........................58
Section
3.09. Access to
Certain Documentation and Information Regarding
the Mortgage
Loans...............................................60
Section 3.10. Permitted
Withdrawals from the Custodial Account.................60
Section 3.11. Maintenance of
Primary Insurance Coverage........................62
Section 3.12. Maintenance of
Fire Insurance and Omissions and Fidelity
Coverage.........................................................62
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................63
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................65
Section 3.15. Trustee to
Cooperate; Release of Mortgage Files..................67
Section 3.16. Servicing and
Other Compensation; Compensating Interest..........68
Section 3.17.
Reports to
the Trustee and the Depositor.........................69
Section 3.18. Annual Statement
as to Compliance................................69
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........70
Section 3.20. Right of the
Depositor in Respect of the Master Servicer.........70
Section 3.21.
[Reserved].......................................................71
Section 3.22. Advance
Facility.................................................71
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS..................................................75
Section 4.01. Certificate
Account..............................................75
Section 4.02.
Distributions....................................................75
Section 4.03. Statements to
Certificateholders; Statements to Rating
Agencies; Exchange Act
Reporting.................................78
Section 4.04. Distribution of
Reports to the Trustee and the Depositor;
Advances by the Master
Servicer..................................81
Section 4.05. Allocation of
Realized Losses....................................82
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged
Property.........................................................84
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans....................84
Section 4.08. Limited Mortgage
Loan Repurchase Right...........................84
Section 4.09. Derivative
Contracts.............................................85
Section 4.10. Yield
Maintenance Agreement......................................86
ARTICLE V THE
CERTIFICATES.................................................................87
Section 5.01. The
Certificates.................................................87
Section 5.02. Registration of
Transfer and Exchange of Certificates............88
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates................93
Section 5.04. Persons Deemed
Owners............................................93
Section 5.05. Appointment of
Paying Agent......................................93
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...........................................95
Section 6.01. Respective
Liabilities of the Depositor and the Master
Servicer.........................................................95
Section 6.02. Merger or
Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master
Servicer..................................................95
Section 6.03. Limitation on
Liability of the Depositor, the Master
Servicer and
Others..............................................96
Section 6.04. Depositor and
Master Servicer Not to Resign......................96
ARTICLE VII
DEFAULT........................................................................97
Section 7.01. Events of
Default................................................97
Section 7.02. Trustee or
Depositor to Act; Appointment of Successor............98
Section 7.03. Notification to
Certificateholders...............................99
Section 7.04. Waiver of Events
of Default.....................................100
ARTICLE VIII CONCERNING THE
TRUSTEE.......................................................101
Section 8.01. Duties of
Trustee...............................................101
Section 8.02. Certain Matters
Affecting the Trustee...........................102
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans...........103
Section 8.04. Trustee May Own
Certificates....................................104
Section 8.05. Master Servicer
to Pay Trustee's Fees and Expenses;
Indemnification.................................................104
Section 8.06. Eligibility
Requirements for Trustee............................105
Section 8.07. Resignation and
Removal of the Trustee..........................105
Section 8.08. Successor
Trustee...............................................106
Section 8.09. Merger or
Consolidation of Trustee..............................106
Section 8.10. Appointment of
Co-Trustee or Separate Trustee...................106
Section 8.11. Appointment of
Custodians.......................................107
Section 8.12. Appointment of
Office or Agency.................................108
Section 8.13. DTC Letter of
Representations...................................108
Section 8.14. Yield
Maintenance Agreement.....................................108
ARTICLE IX
TERMINATION....................................................................109
Section 9.01. Termination Upon
Purchase or Liquidation of All Mortgage
Loans...........................................................109
Section 9.02. Additional
Termination Requirements.............................112
ARTICLE X REMIC
PROVISIONS................................................................114
Section 10.01. REMIC
Administration............................................114
Section 10.02. Master Servicer, REMIC
Administrator and Trustee
Indemnification.................................................117
ARTICLE XI MISCELLANEOUS
PROVISIONS.......................................................118
Section 11.01.
Amendment.......................................................118
Section 11.02. Recordation of
Agreement; Counterparts..........................120
Section 11.03. Limitation on Rights
of Certificateholders......................120
Section 11.04. Governing
Law...................................................121
Section 11.05.
Notices.........................................................121
Section 11.06. Notices to Rating
Agencies......................................122
Section 11.07. Severability of
Provisions......................................122
Section 11.08. Supplemental
Provisions for Resecuritization....................122
Section 11.09. Third-Party
Beneficiary.........................................123
Exhibit A Form of
Class A
Certificate................................................A-1
Exhibit B Form of
Class M
Certificate................................................B-1
Exhibit C Form of
Class SB
Certificate...............................................C-1
Exhibit D Form of
Class R
Certificate................................................D-1
Exhibit E Form of
Custodial
Agreement................................................E-1
Exhibit F Loan
Schedule..............................................................F-1
Exhibit G Form of
Request for
Release................................................G-1
Exhibit H-1 Form of Transfer
Affidavit and Agreement.................................H-1-1
Exhibit H-2 Form of Transferor
Certificate...........................................H-2-1
Exhibit I Form of
Investor Representation
Letter.....................................I-1
Exhibit J Form of
Transferor Representation
Letter...................................J-1
Exhibit K Text of
Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited
Guaranty....................................K-1
Exhibit L Form of
Limited
Guaranty...................................................L-1
Exhibit M
Form of
Lender Certification for Assignment of Mortgage
Loan...............M-1
Exhibit N Form of
Rule 144A Investment
Representation................................N-1
Exhibit O
[Reserved].................................................................O-1
Exhibit P Form of
ERISA
Letter.......................................................P-1
Exhibit Q
[Reserved].................................................................Q-1
Exhibit R Assignment
Agreement......................................................R-1
Exhibit S
[Reserved].................................................................S-1
Exhibit T-1 Form of 10-K
Certification...............................................T-1-1
Exhibit T-2 Form of Back-Up
Certification............................................T-2-1
Exhibit U
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified Mortgage
Loans....................U-1
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This Pooling and Servicing Agreement, effective as of December 1,
2005,
among RESIDENTIAL ASSET SECURITIES CORPORATION, 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 U.S. BANK NATIONAL
ASSOCIATION, 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
fifteen 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 Yield Maintenance
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.
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UNCERTIFICATED
INITIAL UNCERTIFICATED
REMIC I
REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
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LT-1
Variable(1)
$ 1,149,803,916.72
January 25, 2036
LT-2
Variable(1) $
33,773.90
January 25, 2036
LT-3
0.00%
$
81,226.12
January 25, 2036
LT-4
Variable(1) $
81,226.12
January 25, 2036
</TABLE>
_______________
(1) Calculated
as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular
Interests as a REMIC
for federal income tax
purposes, and such segregated pool of assets will be
designated as REMIC
II. The Class R-II
Certificates will
represent the sole
Class of "residual
interests" in REMIC II 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 II. 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 II Regular Interests shall be the Maturity
Date.
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MONTH OF
FINAL
AGGREGATE INITIAL
SCHEDULED
PASS-THROUGH
CERTIFICATE
DISTRIBUTION
DESIGNATION
TYPE
RATE
PRINCIPAL BALANCE
FEATURES
DATE
S&P Moody's
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Class A-1 Regular(1)
Adjustable(2)(3)
$427,287,000.00
Senior/Adjustable June
2026 AAA
Aaa
Rate
Class A-2 Regular(1)
Adjustable(2)(3)
$435,701,000.00
Senior/Adjustable April 2035
AAA
Aaa
Rate
Class A-3 Regular(1)
Adjustable(2)(3) $
48,387,000.00
Senior/Adjustable January 2036
AAA
Aaa
Rate
Class M-1 Regular(1)
Adjustable(2)(3) $
43,125,000.00
Mezzanine/Adjustable January 2036
AA+
Aa1
Rate
Class M-2 Regular(1)
Adjustable(2)(3) $
37,375,000.00
Mezzanine/Adjustable January 2036
AA+
Aa2
Rate
Class M-3 Regular(1)
Adjustable(2)(3) $
22,425,000.00
Mezzanine/Adjustable January 2036
AA+
Aa3
Rate
Class M-4 Regular(1)
Adjustable(2)(3) $
20,125,000.00
Mezzanine/Adjustable January 2036
AA
A1
Rate
Class M-5 Regular(1)
Adjustable(2)(3) $
18,975,000.00
Mezzanine/Adjustable January 2036
AA
A2
Rate
Class M-6 Regular(1)
Adjustable(2)(3) $
18,400,000.00
Mezzanine/Adjustable January 2036
AA-
A3
Rate
Class M-7 Regular(1)
Adjustable(2)(3) $
17,250,000.00
Mezzanine/Adjustable January 2036
A
Baa1
Rate
Class M-8 Regular(1)
Adjustable(2)(3) $
15,525,000.00
Mezzanine/Adjustable January 2036
A-
Baa2
Rate
Class M-9 Regular(1)
Adjustable(2)(3) $
12,650,000.00
Mezzanine/Adjustable January 2036
BBB+
Baa3
Rate
Class SB
Regular
(4)
$ 32,775,142.85
Subordinate
January 2036 N/R
N/R
(4)
</TABLE>
_______________
(1) The Class A and Class M Certificates will represent ownership of REMIC II
Regular
Interests together with certain rights to
payments to be made from
amounts
received under the Yield Maintenance Agreement which will be deemed
made for
federal income tax
purposes outside of REMIC II by the holder
of
the Class
SB Certificates as the owner of the Yield Maintenance
Agreement.
(2) The REMIC II Regular Interests ownership of which is represented by the
Class A
and Class M
Certificates, will
accrue interest at a per annum rate
equal to
the least of (i) LIBOR plus the applicable Margin, (ii) 14.000%
per
annum and
(iii) the Net WAC Cap Rate and the provisions for the payment of
Basis
Risk Shortfalls herein, which payments will not be part of the
entitlement of the REMIC II Regular Interests related to such
Certificates.
(3) The Class A and Class M Certificates will also entitle their holders to
certain
payments from the
Holder of the Class SB Certificates from amounts
to which
the related REMIC II Regular Interest is entitled and from
amounts
received
under the Yield Maintenance Agreement, which will not be a part of
their
ownership of the REMIC II 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 represent ownership of two REMIC II Regular
Interests, a
principal
only regular interest
designated REMIC II
Regular Interest SB-PO
and an
interest only regular
interest designated
REMIC II Regular Interest
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
Yield
Maintenance Agreement
shall be outside and
apart from its rights under the
REMIC II
Regular Interests SB-IO and SB-PO.
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 and Class M Certificates,
interest accrued
during the related Interest Accrual Period on the Certificate
Principal Balance
thereof immediately prior to such Distribution Date at the
Pass-Through Rate for
that Distribution Date.
The amount of Accrued Certificate Interest on each Class of
Certificates
shall be reduced by the amount of Prepayment Interest Shortfalls on the
related
Mortgage Loans
during the prior
calendar month to the extent not
covered by
Compensating Interest
pursuant to Section 3.16, and by Relief Act Shortfalls on
the related Mortgage
Loans during the related Due Period. All such reductions
with respect to the Mortgage Loans will be allocated among the Certificates in
proportion to the
amount of Accrued Certificate Interest payable on such
Certificates on such Distribution Date absent such reductions.
Accrued Certificate
Interest for any Distribution Date shall further be
reduced by the
interest portion of
Realized Losses
allocated to any Class
of
Certificates pursuant to Section 4.05.
Accrued
Certificate Interest 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 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.
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, Subsequent
Recoveries, Insurance
Proceeds, REO
Proceeds,
Principal
Prepayments, 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, the lesser of
(i) the appraised value of such Mortgaged Property based upon the
appraisal made
at the time of the origination of the related Mortgage Loan, and (ii) the
sales
price of the Mortgaged Property at such time of origination,
except in the case
of a Mortgaged
Property securing a
refinanced or modified
Mortgage Loan as to
which it is either the appraised value based upon the appraisal
made at the time
of origination
of the loan which was
refinanced
or modified or the
appraised
value determined in an appraisal at the time of refinancing or
modification, as
the case may be.
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, attached hereto as
Exhibit R.
Available Distribution Amount: With respect to any Distribution
Date, an
amount equal to (a) the sum of (i) the amount relating to the Mortgage Loans
on
deposit in the Custodial Account as of the close of
business on the immediately
preceding
Determination Date, including any Subsequent Recoveries,
and amounts
deposited in the
Custodial Account in connection with the substitution of
Qualified Substitute
Mortgage Loans, (ii) the amount of any Advance made on the
immediately preceding
Certificate
Account Deposit Date with respect to the
Mortgage Loans, (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) in
respect of the
Mortgage Loans, (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 in respect
of the Mortgage Loans, reduced by (b) the sum as of the close of
business on the
immediately preceding
Determination
Date of (x) the
Amount Held for Future
Distribution with respect to the Mortgage Loans, and (y) amounts
permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section
3.10(a).
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
Shortfalls:
With respect to each Class of the Class A
Certificates and Class M Certificates, and any Distribution Date,
the sum of (a)
with respect to any
Distribution Date on
which the Net WAC Cap Rate is used to
determine the Pass-Through Rate of such Class, an amount
equal to the excess of
(x) Accrued
Certificate Interest
for such Class calculated at a per annum rate
equal to LIBOR plus the related Margin for such Distribution Date (which shall
not exceed 14.000% per annum), over (y) Accrued Certificate Interest for such
Class calculated
using the Net WAC Cap
Rate, (b) any shortfalls for such Class
calculated pursuant to clause (a) above remaining unpaid from prior
Distribution
Dates, and (c) one
month's interest on the amount in clause
(b) (based on the
number of days in the
preceding Interest
Accrual Period) at a per annum rate
equal to the Pass-Through Rate for such period.
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 California, the State of
Minnesota, the State
of Texas, the State of
New York 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.
Capitalization
Reimbursement Amount:
With respect to any
Distribution
Date, the amount of Advances or Servicing Advances that were added
to the Stated
Principal Balance of
the Mortgage
Loans during the prior
calendar month and
reimbursed to
the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section 3.10(a)(vii).
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 SB
Certificate or Class R Certificate.
Certificate Account:
The account or accounts created and maintained
pursuant to
Section 4.01, which shall be entitled "U.S. Bank National
Association, as
trustee, in trust for
the registered
holders of
Residential
Asset Securities
Corporation, Home
Equity Mortgage
Asset-Backed
Pass-Through
Certificates, Series
2005-KS12" 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. Unless
otherwise indicated in this Agreement, the Custodial Agreement or
the Assignment
Agreement, whenever
reference is made to the actions
taken by the Trustee
on
behalf of the Certificateholders.
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
or Class M Certificate, on any date of determination, an amount
equal to (i) the
Initial Certificate
Principal Balance of such Certificate as
specified on the
face thereof, minus
(ii) the sum of (x) the aggregate of all amounts previously
distributed with
respect to such
Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(c) and (y) the aggregate of all reductions in
Certificate Principal
Balance deemed to have
occurred in connection
with Realized Losses
which were
previously allocated
to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that with respect to any
Distribution Date,
the Certificate
Principal
Balance of any outstanding Class of Class A
Certificates and Class M Certificates (with respect to the Class A
Certificates,
on a pro rata basis based on the amount of Realized Loss previously allocated
thereto and remaining
unreimbursed)
to which a Realized
Loss was previously
allocated and remains unreimbursed will be increased, to the extent of Realized
Losses previously allocated thereto and remaining unreimbursed,
but only to the
extent of Subsequent
Recoveries received
during the preceding
calendar month.
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 and Class M
Certificates then
outstanding,
which represents the sum of (i) the Initial
Principal Balance of the REMIC II 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 II 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 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,
Class SB
Certificates and Class
R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing an
interest designated
as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-1 Margin:
0.090% 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,
Class SB
Certificates and Class
R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing an
interest designated
as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-2 Margin:
Initially, 0.250% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.500% 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,
Class SB
Certificates and Class
R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05, and evidencing an
interest designated
as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions.
Class A-3 Margin:
Initially, 0.320% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.640% per annum.
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, Class M-8
Certificates and Class M-9 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-1 Margin:
Initially, 0.440% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.660% 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-2 Margin:
Initially, 0.460% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.690% 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-3 Margin:
Initially, 0.480% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.720% 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-4 Margin:
Initially, 0.640% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 0.960% 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-5 Margin:
Initially,
0.670% per annum, and
on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 1.005% 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, the 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, the 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, the Class M-3
Principal Distribution
Amount and the Class M-4 Principal Distribution
Amount for that
Distribution Date) and
(2) the Certificate
Principal
Balance of
the Class M-5 Certificates immediately prior to that
Distribution Date
over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and
(2) the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-6 Margin:
Initially, 0.750% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 1.125% 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, the Class M-3 Principal
Distribution Amount,
the 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:
(iii) 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,
the Class M-3 Principal Distribution Amount, the
Class M-4 Principal
Distribution
Amount and the Class M-5 Principal
Distribution Amount; and
(iv) 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, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount and the Class M-5 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance
of the
Class M-6 Certificates
immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-7 Margin:
Initially, 1.600% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 2.400% 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, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the 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,
the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the 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,
the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the 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, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-8 Margin:
Initially, 2.200% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 3.300% 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, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the 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,
the Class M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount, the 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, the Class M-3
Principal Distribution
Amount, the Class M-4 Principal Distribution
Amount, the
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 M-9 Certificate: Any one of the Class M-9 Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed hereto as Exhibit B, and evidencing (i) an interest
designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions
and (ii) the
right to receive payments under the Yield Maintenance
Agreement.
Class M-9 Margin:
Initially, 2.250% per
annum, and on any Distribution
Date on and after the second Distribution Date after the first
possible Optional
Termination Date, 3.375% per annum.
Class M-9 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, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class
M-5
Principal Distribution
Amount, the 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,
the Class M-3 Principal Distribution Amount, the
Class
M-4 Principal Distribution Amount, the 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 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, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal
Distribution Amount,
the Class M-5 Principal Distribution Amount, the
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 M-9 Certificates
immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class R Certificate:
Collectively, the Class R-I Certificates and Class
R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the Certificate Registrar
substantially in
the
form annexed 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 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,
and evidencing
an interest comprised of
"regular interests" in
REMIC II together with certain rights to payments under
the Yield Maintenance Agreement for purposes of the REMIC
Provisions.
Closing Date: December
28, 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 U.S. Bank National Association, EP-MN-WS3D, 60
Livingston Avenue, St. Paul MN 55107, Attn: RASC 2005-KS12.
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: Wells Fargo
Bank, N.A., or any successor custodian appointed
pursuant to a Custodial Agreement.
Cut-off Date: December
1, 2005.
Cut-off Date Balance:
$1,150,000,142.85.
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
in 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 July 1 that remained
unpaid as of the
close
of business
on August 31 would then be considered to be 30 to 59 days
delinquent.
Delinquency
information as of the
Cut-off Date is determined and
prepared as of the close of business on the last business day
immediately prior
to the Cut-off Date.
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
Exchange Act.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other
Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Derivative Contract:
Any ISDA Master Agreement, together with the
related Schedule and Confirmation, entered into by the Trustee and a
Derivative
Counterparty in accordance with Section 4.09.
Derivative
Counterparty: Any
counterparty to a Derivative Contract as
provided in Section 4.09.
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 January 2006
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 27, 2005,
among the Trustee on behalf of the Trust Fund, U.S. Bank National Association,
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 U.S. Bank
National
Association, or (iv)
in the case of the Certificate Account, a trust account or
accounts maintained
in the corporate trust division of U.S. Bank National
Association, or
(v) an account or accounts of a depository institution
acceptable to each
Rating Agency (as evidenced in writing by each Rating Agency
that use of any such account as the Custodial Account or the
Certificate Account
will not reduce the rating assigned to any Class of
Certificates by such Rating
Agency below the
then-current
rating assigned to such Certificates 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 related 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 and Class M Certificates immediately
prior to such Distribution Date and (2) the Principal Remittance
Amount for that
Distribution Date to
the extent not
applied to pay interest on the Class A
Certificates and
Class M Certificates on such Distribution Date, (B) the
Overcollateralization
Reduction Amount, if
any, for that Distribution Date and
(C) any Yield
Maintenance Agreement
Payments received by
the Trustee 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 Exchange Act of 1934, as amended.
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.
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, as
follows: with respect
to the Class A-1 Certificates, the
Distribution Date
occurring in June 2026; with respect to the Class A-2 the
Distribution Date
occurring in April 2035; and with respect to the Class
A-3
Certificates and each
Class of Class M
Certificates,
the Distribution Date
occurring in January 2036. 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 Certificates or Class M
Certificates on or before its Final Scheduled Distribution
Date.
Fitch: Fitch Ratings,
or its successors in interest.
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.
Gross 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
related Index on each
Adjustment
Date to determine (subject to rounding in
accordance with the
related Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage
Rate) the interest
rate to be borne by
such Mortgage Loan until the next Adjustment Date.
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 any adjustable-rate Mortgage Loan and as to any
Adjustment Date
therefor, the related
index as stated in the related Mortgage
Note.
Initial Certificate
Principal Balance: With respect to each Class of
Certificates (other
than the Class R Certificates), the Certificate Principal
Balance of such Class of Certificates as of the Closing 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 Distribution Date in
January 2006,
the period
commencing
the Closing Date and ending on the day
preceding the
Distribution
Date in January 2006, and with respect to any
Distribution Date
after the Distribution Date in January 2006, the period
commencing on the Distribution Date in the month immediately
preceding the month
in which such
Distribution Date
occurs and ending on
the day preceding
such
Distribution Date.
Interest
Distribution
Amount: For any Distribution Date, the amounts
payable pursuant to Section 4.02(c)(i) and (ii).
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: With respect to any Distribution Date, the arithmetic mean
of the
London interbank
offered rate
quotations for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined in accordance with
Section 1.02.
LIBOR Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized by law to be closed.
LIBOR Certificates:
Collectively, the
Class A Certificates and Class M
Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately preceding the commencement of the
related
Interest Accrual Period.
Limited Repurchase
Right Holder:
RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Master Servicer
in connection with the taking of an entire
Mortgaged
Property by
exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted 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 or Class M-9
Margin, as applicable.
Marker Rate: With
respect to the Class SB Certificates or the REMIC II
Regular Interest SB-IO and any Distribution Date, a per annum rate equal to
two
(2) times the weighted average of the Uncertificated REMIC I Pass-Through Rates
for REMIC I Regular Interest LT2 and REMIC I Regular Interest
LT3.
Master Servicer: As
defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing
ownership of REMIC II Regular Interests or REMIC I Regular
Interests issued
by
each of REMIC I and REMIC II 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, January 25, 2036, which is the
Distribution Date
occurring in the month
following the last scheduled monthly
payment of the Mortgage Loans.
Maximum Mortgage
Rate: With respect to any adjustable-rate Mortgage
Loan, the per annum
rate indicated on the
Mortgage Loan Schedule
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.
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: With respect to any adjustable-rate Mortgage
Loan, a per annum rate
equal to the greater of (i) the Note Margin and (ii) the
rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR,"
which rate may
be applicable to such Mortgage Loan at any time during the life of
such 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 successors in
interest.
Mortgage: With respect
to each Mortgage Note,
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, 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)
[reserved];
(iii)
the maturity of
the Mortgage Note
("MATURITY
DATE," or
"MATURITY
DT");
(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" or "CURRENT 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);
(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");
(xvii)
[reserved]; and
(xviii) for
the adjustable-rate Mortgage Loans, the rounding of the
semi-annual or
annual adjustment to the Mortgage Rate ("NOTE
METHOD").
Such schedules 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 Mortgage Rate for such Mortgage
Loan as of such date minus the related Expense Fee Rate.
Net WAC Cap Rate: With respect to any Distribution Date, the product of
(i) a per annum rate equal to the weighted average of the Net Mortgage Rates
(or, if applicable,
the Modified
Net Mortgage Rates) 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 and (ii) a fraction
equal to 30
divided by the actual number of days in the related Interest
Accrual Period.
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 a certificate of a Servicing
Officer, Responsible
Officer or Vice
President or its equivalent or senior
officer of the Master Servicer, delivered to the Depositor, the
Trustee, and the
Master Servicer setting forth such determination, which shall include any other
information or
reports obtained by the Master Servicer such as property
operating statements,
rent rolls,
property inspection
reports and engineering
reports, which may
support such determinations. Notwithstanding the above, the
Trustee shall be entitled to rely upon any determination by the Master
Servicer
that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute a Nonrecoverable
Advance.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a Subservicing Agreement.
Note Margin: 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 Mortgage Loan
until the next Adjustment Date.
Notional Amount: With
respect to the Class SB Certificates or the REMIC
II Regular Interest
SB-IO, immediately prior to any Distribution Date, the
aggregate of the
Uncertificated
Principal Balances of the REMIC I Regular
Interests.
Officers' Certificate:
A certificate signed by the Chairman of the
Board, the President,
a Vice President,
Assistant Vice
President,
Director,
Managing Director, the
Treasurer, the
Secretary, an
Assistant Treasurer or an
Assistant Secretary of the Depositor or the Master Servicer, as the
case may be,
and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the
Master Servicer 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 Certificates and Class M Certificates immediately prior to
such date.
Overcollateralization Floor: An amount equal to the product of
0.50% and
the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of
(a) Excess
Cash Flow for that
Distribution
Date (to the
extent not used to cover the amounts described in clauses (b)(iv) and
(b)(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 on which the Excess Overcollateralization Amount is, after taking into
account all other
distributions to be made on such Distribution Date, greater
than zero, the
Overcollateralization
Reduction Amount shall be equal to the
lesser of (i) the Excess Overcollateralization Amount for that
Distribution Date
and (ii) the Principal Remittance Amount on such Distribution
Date.
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
Certificates
and Class M Certificates and any Distribution Date, the least of
(i) a per annum
rate equal to LIBOR plus the related Margin for such Distribution Date, (ii)
14.000% per annum and (iii) the Net WAC Cap Rate for such
Distribution Date.
With respect to the Class SB Certificates and any Distribution Date or
the REMIC II Regular
Interest SB-IO,
a rate per annum equal
to the percentage
equivalent of a
fraction, the numerator of which is the sum of the
amounts
calculated pursuant to
clauses (i) through (iii) below, and the denominator of
which is the aggregate
principal balance of the REMIC I Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
the REMIC II Regular
Interest SB-IO,
the numerator is equal
to the sum of the
following components:
(i) the Uncertificated
Pass-Through
Rate for REMIC I Regular
Interest
LT1 minus the related Marker Rate, applied to a notional amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular
Interest LT1;
(ii) the
Uncertificated
Pass-Through Rate for
REMIC I Regular
Interest LT2 minus the related Marker Rate, applied to a notional
amount
equal to the
Uncertificated
Principal Balance of REMIC I Regular
Interest LT2; and
(iii) the
Uncertificated
Pass-Through Rate for
REMIC I Regular
Interest LT4 minus twice the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC I
Regular
Interest LT4.
Paying Agent: U.S.
Bank National
Association or any
successor Paying
Agent appointed by the Trustee.
Percentage Interest:
With respect to any Class A Certificate or Class M
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 as of the
Closing Date 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 Fitch 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, P-1 in the case of Moody's and F-1 in the case of Fitch;
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
Certificates
and
Class M 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 one-tenth of
23% per annum of the then outstanding Stated Principal Balance of
the fixed-rate
Mortgage Loans in the
first month of the life of such
Mortgage Loans and an
additional one-tenth
of 23% per annum in each month thereafter until the tenth
month, and beginning in the tenth month and in each month
thereafter during
the
life of the fixed-rate
Mortgage Loans, a
constant prepayment
rate of 23% per
annum each
month ("23% HEP") and (b) with respect to the adjustable-rate
Mortgage Loans assumes a prepayment assumption of 2% of the constant
prepayment
rate in month one,
increasing by approximately 2.545% from month 2 until
month
12, a constant
prepayment
rate of 30% from
month 12 to month 22,
a constant
prepayment rate of 50% from month 23 to month 27, and a constant
prepayment rate
of 35% thereafter,
used for determining
the accrual of original issue discount
and premium
and market discount on the Class A Certificates and Class M
Certificates for
federal income tax
purposes. The constant prepayment rate
assumes that the stated percentage of the outstanding
Stated Principal
Balance
of the adjustable-rate Mortgage Loans is prepaid over the course of
a year.
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: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on the Mortgage
Loan Schedule with
the
exception of code "A23," "A34" or "A96" 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) with respect to clauses (b)(v) and (vi) below,
Yield Maintenance
Agreement Payments,
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.
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 AlterNet Seller Guide as incorporated into the
Residential
Funding Seller
Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage
Program, and Residential
Funding's Servicing
Guide and any other subservicing arrangements which
Residential Funding
has arranged to
accommodate the
servicing of the Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
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) 100% of the Stated
Principal Balance thereof plus the principal portion of any related
unreimbursed
Advances and (ii) unpaid accrued interest at either (a) the
Adjusted Mortgage
Rate (or Modified Net
Mortgage Rate in the
case of a Modified
Mortgage Loan)
plus the rate per annum at which the Servicing Fee is calculated,
or (b) in the
case of a purchase
made by the Master
Servicer, at the Net
Mortgage Rate (or
Modified Net Mortgage
Rate in the case of a Modified Mortgage Loan), in each
case 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.
With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 4.08, an
amount equal to the
greater of (i) the sum of (a) 100% of the Stated Principal
Balance thereof plus the principal portion of any related
unreimbursed
Advances
of such Mortgage
Loan (or REO
Property) and (b) unpaid accrued interest at
either (1) the Adjusted Mortgage Rate (or Modified Net Mortgage
Rate in the case
of a Modified Mortgage
Loan) plus the rate per annum at which the Servicing Fee
is calculated, or (2)
in the case of a purchase made by the Master Servicer, at
the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan),
in each case 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, and (ii) the fair
market value of
such Mortgage Loan (or REO Property).
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 remaining term to
stated maturity
not greater
than (and not more
than one year less
than) that of the
Deleted
Mortgage Loan;
(v) comply with each
representation
and warranty set forth
in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement (other
than the
representations and
warranties set forth
therein with respect to the
number of loans (including the related percentage) in excess of zero
which meet
or do not meet a specified criteria); (vi) not be 30 days or more
Delinquent;
(vii) not be subject to the requirements of HOEPA (as defined
in the Assignment
Agreement); (viii) have a policy of title insurance, in the form
and amount that
is in material
compliance with the Program Guide, that was effective as of the
closing of such Mortgage Loan, is valid and binding,
and remains in full
force
and effect, unless the
Mortgage Property is
located in the State of Iowa where
an attorney's
certificate has been
provided as described in the Program Guide;
(ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x)
with
respect to adjustable
rate Mortgage
Loans, have a Mortgage Rate that
adjusts
with the same
frequency and based
upon the same Index as
that of the
Deleted
Mortgage Loan; (xi) with respect to adjustable rate Mortgage Loans,
have a Note
Margin not less than that of the Deleted Mortgage Loan; (xii) with respect to
adjustable rate Mortgage Loans, have a Periodic Rate Cap that is
equal to that
of the Deleted
Mortgage Loan; and (xiii) with respect to adjustable rate
Mortgage Loans,
have a next
Adjustment Date no
later than that of the Deleted
Mortgage Loan.
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 II 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 II 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 each Distribution Date and the LIBOR
Certificates, the
Business Day immediately preceding such Distribution Date.
With respect to each
Distribution
Date and the
Certificates
(other than the
LIBOR Certificates), the close of business on the last Business Day
of the month
next preceding the month in which the related Distribution Date occurs,
except
in the case of the first Record Date which shall be the Closing
Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Certificates: The Class A Certificates, Class M
Certificates and
Class SB Certificates.
Relief Act: The
Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest shortfalls on the Mortgage Loans
resulting from the Relief Act or similar legislation or
regulations.
REMIC: 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 or
REMIC II.
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,
subject
to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject
hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
exclusive of the
Yield Maintenance Agreement, which is not an asset of any
REMIC, with respect to which a separate REMIC election is to be
made, consisting
of:
(i) the Mortgage Loans and the related Mortgage Files;
(ii) all
payments on and
collections in respect
of the Mortgage
Loans due after the Cut-off Date (other than Monthly Payments due
in the
month of the Cut-off
Date) as shall
be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging
to the
Trust Fund;
(iii) property
which secured a
Mortgage Loan and which has been
acquired for the benefit of the Certificateholders by foreclosure or
deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Distribution
Amount: For any
Distribution Date, the
Available
Distribution Amount
shall be distributed
to the REMIC I Regular
Interests and
the Class R-I Certificates in the following amounts and
priority:
(i) to the extent of the Available Distribution Amount, to REMIC
II as the holder of REMIC I Regular Interests LT1, LT2, LT3 and LT4, pro
rata,
in an amount
equal to (A) their Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from
previous Distribution Dates; and
(ii) to the extent of the Available Distribution Amount
remaining
after the
distributions made
pursuant to clause (i) above, to REMIC II as the
holder of the REMIC I Regular Interests, in an amount equal to:
(A) in respect of the REMIC I Regular Interests LT2, LT3
and LT4,
their respective Principal Distribution Amounts;
(B) in respect of the REMIC I Regular Interest LT1 any
remainder
until the Uncertificated Principal Balance thereof is reduced to
zero;
(C) any remainder in respect of the REMIC I Regular
Interests LT2,
LT3 and LT4, pro rata
according to their
respective
Uncertificated
Principal
Balances as reduced by
the distributions
deemed made pursuant to (A) above,
until their respective
Uncertificated
Principal Balances are
reduced to zero;
and
(iii) any remaining amounts to the Holders of the Class R-I
Certificates.
REMIC I Principal
Reduction Amounts:
For any Distribution Date, the
amounts by which the principal balances of the REMIC I Regular
Interests LT1,
LT2, LT3 and LT4, respectively, will be reduced on such
Distribution Date by the
allocation of Realized Losses and the distribution of principal,
determined as
follows:
For purposes of the succeeding formulas the following symbols shall
have
the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC I Regular
Interest LT1
after distributions on the prior Distribution Date.
Y2 = the principal
balance of the REMIC I
Regular Interest
LT2 after
distributions on the prior Distribution Date.
Y3 = the principal
balance of the REMIC I
Regular Interest
LT3 after
distributions on the prior Distribution Date.
Y4 = the principal
balance of the REMIC I
Regular Interest
LT4 after
distributions on the prior Distribution Date (note: Y3 = Y4).
AY1 = the REMIC I Regular Interest LT1 Principal Reduction
Amount.
AY2 = the REMIC I Regular Interest LT2 Principal Reduction
Amount.
AY3 = the REMIC I Regular Interest LT3 Principal Reduction
Amount.
AY4 = the REMIC I Regular Interest LT4 Principal Reduction
Amount.
P0 = the aggregate
principal balance of
the REMIC I Regular
Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation
of Realized Losses
on the prior Distribution Date.
P1 = the aggregate
principal balance of
the REMIC I Regular
Interests
LT1, LT2, LT3 and LT4 after distributions and the allocation
of Realized Losses
to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=the aggregate
of the principal
portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the
Certificates on
such Distribution Date
(including
distributions of accrued and unpaid interest
on the Class SB Certificates for prior Distribution Dates).
R0 = the Net WAC Cap Rate (stated as a monthly rate) after giving
effect
to amounts distributed
and Realized Losses allocated on the prior Distribution
Date.
R1 = the Net WAC Cap Rate (stated as a monthly rate) after giving
effect
to amounts
to be distributed and Realized Losses to be allocated on such
Distribution Date.
a = (Y2 + Y3)/P0. The
initial value of a on the Closing Date for use on
the first Distribution Date shall be 0.0001.
a0 = the lesser of (A) the sum for all Classes of Certificates, other
than the Class SB Certificates, of the product for each Class of
(i) the monthly
interest rate (as
limited by the REMIC Net WAC Rate, if applicable) for such
Class applicable for distributions to be made on such Distribution
Date and (ii)
the aggregate
Certificate Principal
Balance for such Class after distributions
and the allocation of
Realized Losses on the
prior Distribution
Date and (B)
R0*P0.
a1 = the lesser of (A) the sum for all Classes of Certificates, other
than the Class SB Certificates, of the product for each Class of
(i) the monthly
interest rate (as limited by the Net WAC Cap Rate, if applicable)
for such Class
applicable for distributions to be made on the next succeeding
Distribution Date
and (ii) the aggregate
Certificate
Principal Balance for such Class after
distributions and
the allocation of Realized Losses to be made on such
Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 -
AY4;
AY2 = (a/2){( a0R1 -
a1R0)/R0R1};
AY3 = aAP - AY2;
and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 =
a{a1R0P0 - a0R1P1}/{2R1R0P1 - a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
REMIC I Realized Losses: Realized Losses on the Mortgage
Loans shall be
allocated to the REMIC I Regular Interests as follows: The interest portion of
Realized Losses on the
Mortgage Loans,
if any, shall be allocated among the
REMIC I Regular
Interests LT1, LT2 and
LT4 pro rata according to the amount of
interest accrued but unpaid thereon, in reduction thereof.
Any interest
portion
of such Realized
Losses in excess of the amount allocated pursuant to the
preceding sentence
shall be treated as a principal portion of Realized Losses
not attributable
to any specific
Mortgage Loan and
allocated pursuant to
the
succeeding sentences.
The principal portion
of Realized Losses on the Mortgage
Loans, if any, shall be allocated first, to the REMIC I Regular
Interests LT2,
LT3 and LT4 pro rata according to their respective Principal Reduction Amounts
to the extent thereof in reduction of the Uncertificated Principal Balance of
such REMIC I Regular
Interests and,
second, the remainder, if any, of such
principal portion of
such Realized
Losses shall be allocated to the REMIC I
Regular Interest
LT1 in reduction of the Uncertificated Principal Balance
thereof.
REMIC I Regular
Interests:
REMIC I Regular Interest LT1, REMIC II
Regular Interest
LT2, REMIC II Regular Interest LT3 and REMIC II Regular
Interest LT4.
REMIC I Regular Interest LT1: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC I Regular
Interest LT1 Principal
Distribution
Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Regular
Interest LT1
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT1 on such Distribution
Date.
REMIC I Regular Interest LT2: A regular interest in REMIC I that is
held
as an asset of REMIC II, that has an initial principal balance equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC I Regular
Interest LT2 Principal
Distribution
Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Regular
Interest LT2
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT2 on such Distribution
Date.
REMIC I Regular
Interest LT3: A
regular interest
in REMIC II that
is
held as an asset of REMIC II, that has an initial principal balance
equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC I Regular
Interest LT3 Principal
Distribution
Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Regular
Interest LT3
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT3 on such Distribution
Date.
REMIC I Regular
Interest LT4: A
regular interest
in REMIC II that
is
held as an asset of REMIC II, that has an initial principal balance
equal to the
related Uncertificated
Principal Balance, that bears interest at the
related
Uncertificated REMIC I
Pass-Through Rate, and
that has such other terms as are
described herein.
REMIC I Regular
Interest LT4 Principal
Distribution
Amount: For any
Distribution Date,
the excess, if any, of the REMIC I Regular
Interest LT4
Principal Reduction
Amount for such
Distribution Date over the Realized Losses
allocated to the REMIC I Regular Interest LT4 on such Distribution
Date.
REMIC II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered hereunder,
with respect to which a separate REMIC election is to be made,
consisting of the
REMIC I Regular Interests.
REMIC II Regular Interest SB-PO: A separate non-certificated
beneficial
ownership interest in
REMIC II issued
hereunder and
designated as a REMIC
II
Regular Interest.
REMIC II Regular
Interest SB-PO shall have no entitlement to
interest, and shall be
entitled to
distributions of
principal subject to
the
terms and conditions hereof, in aggregate amount equal to the initial
Certificate Principal
Balance of the Class
SB Certificates as set forth in the
Preliminary Statement hereto.
REMIC II Regular Interest SB-IO: A separate non-certificated
beneficial
ownership interest in
REMIC II issued
hereunder and
designated as a REMIC
II
Regular Interest.
REMIC II Regular
Interest SB-IO shall have no entitlement to
principal, and shall
be entitled to
distributions of
interest subject to
the
terms and conditions hereof, in aggregate amount equal to the interest
distributable with
respect to the Class SB Certificates pursuant to the terms
and conditions hereof.
REMIC II Regular Interests: REMIC II Regular Interests SB-IO
and SB-PO,
together with the
regular interests in REMIC II represented by the Class A
Certificates and
Class M Certificates exclusive of the rights of such
Certificates to payments of Basis Risk Shortfall Amounts and to
payments derived
from the Yield Maintenance Agreement.
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,
subject
to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC Provisions:
Provisions of the
federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A
through
860G of Subchapter
M of Chapter 1 of the
Code, and related provisions, and
temporary and final
regulations (or, to the extent not inconsistent with such
temporary or final
regulations, proposed
regulations) and
published rulings,
notices and
announcements
promulgated
thereunder, as the
foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf
of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition:
With respect to any
REO Property, a
determination by
the Master Servicer that it has received substantially all Insurance
Proceeds,
Liquidation Proceeds,
REO Proceeds and other payments and recoveries (including
proceeds of a final
sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO
Property.
REO Imputed Interest:
With respect to any REO Property, for any period,
an amount equivalent
to interest (at a rate equal to the Net Mortgage Rate that
would have been applicable to the related Mortgage Loan had it been
outstanding)
on the unpaid
principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds:
Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental
of the related
Mortgaged Property)
which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A
Mortgaged Property
acquired by the Master
Servicer on
behalf of the Trust
Fund for the
benefit of the Certificateholders through
foreclosure or deed
in lieu of
foreclosure
in connection with a defaulted
Mortgage Loan.
Reportable Modified
Mortgage Loan: Any
Mortgage Loan that (a) has been
subject to an interest rate reduction, (b) has been subject to a term
extension
or (c) has had amounts owing on such Mortgage Loan capitalized by adding such
amount to the Stated Principal Balance of such Mortgage Loan;
provided, however,
that a Mortgage Loan
modified in accordance with (a) above for a temporary
period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan
has not been
delinquent in payments
of principal
and interest for six
months
since the date of such
modification if that interest rate reduction is not made
permanent thereafter.
Repurchase Event: As
defined in the Assignment Agreement.
Request for
Release: A request for release, the form of which is
attached as Exhibit G hereto, or an electronic request in a form acceptable
to
the Custodian.
Required Insurance
Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to
time under this
Agreement, the Program Guide or the related Subservicing Agreement
in respect of
such Mortgage Loan.
Required
Overcollateralization Amount: With respect to any Distribution
Date, (a) prior to the
Stepdown Date, an amount equal to 2.85% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (b) on or
after the Stepdown Date if a Trigger Event is not in effect,
the greater of (i)
an amount equal to 5.70% of the aggregate outstanding Stated Principal Balance
of the Mortgage
Loans after giving effect to distributions made on that
Distribution Date and (ii) the Overcollateralization Floor and (c) on or after
the Stepdown
Date if a Trigger
Event is in
effect, an amount equal to the
Required
Overcollateralization Amount from the immediately preceding
Distribution Date. The Required Overcollateralization Amount may be reduced so
long as written
confirmation is
obtained from each Rating Agency that such
reduction shall not reduce the ratings 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.
Residential Funding:
Residential
Funding Corporation, a Delaware
corporation, in its
capacity as seller of the Mortgage Loans to the Depositor
and any successor thereto.
Responsible Officer:
When used with respect to the Trustee, any officer
of the Corporate
Trust Department of the Trustee, including any Senior Vice
President, any Vice
President,
any Assistant
Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any
other officer of
the Trustee, in each case, with direct responsibility for the
administration of
this Agreement.
RFC Exemption: As
defined in Section 5.02(e)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from
time to time.
Seller: With respect
to any Mortgage
Loan, a Person, including any
Subservicer, that
executed a Seller's
Agreement applicable to such Mortgage
Loan.
Seller's Agreement:
An agreement for the origination and sale of
Mortgage Loans
generally in the form of the seller
contract referred to or
contained in the Program Guide, or in such other form as has been
approved by
the Master Servicer and the Depositor.
Senior Enhancement Percentage: For any Distribution Date, the
fraction,
expressed as a
percentage,
the numerator of which is the sum of (i) the
aggregate Certificate Principal Balance of the Class M Certificates
and (ii) the
Overcollateralization
Amount, in each case
prior to the
distribution
of the
Principal Distribution
Amount on such
Distribution Date and the denominator of
which is the aggregate
Stated Principal Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date.
Servicing Accounts:
The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances:
All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default,
delinquency or
other unanticipated
event by the Master Servicer or a Subservicer in the
performance of its
servicing obligations,
including,
but not limited to,
the
cost of (i) the preservation, restoration and protection of a
Mortgaged Property
or, with respect to a cooperative loan, the related cooperative
apartment, (ii)
any enforcement or judicial proceedings, including foreclosures,
including any
expenses incurred
in relation to any such proceedings that result from the
Mortgage Loan being
registered on the MERS(R) System, (iii) the management and
liquidation of any REO Property, (iv) any mitigation procedures
implemented in
accordance with
Section 3.07, and (v)
compliance with the
obligations
under
Sections 3.01, 3.08, 3.11, 3.12(a) and 3.14, including, if the Master Servicer
or any Affiliate of the Master Servicer provides services such as
appraisals and
brokerage services that are customarily provided by Persons other
than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
Date,
the fee payable
monthly to the Master
Servicer in respect of master servicing
compensation that
accrues at an annual
rate equal to the
Servicing Fee Rate
multiplied by the
Stated Principal Balance of such Mortgage Loan as of the
related Due Date in
the related Due
Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate:
With respect to any
Mortgage Loan,
the per annum
rate designated on the
Mortgage Loan Schedule as the "MSTR SERV FEE," as may be
adjusted with respect to successor Master Servicers as provided in
Section 7.02,
which rate shall never be greater than the Mortgage Rate of such
Mortgage Loan.
Servicing
Modification: Any
reduction of the
interest rate on or
the
outstanding principal
balance of a Mortgage
Loan, any extension of the final
maturity date of a
Mortgage Loan,
and any increase to the Stated Principal
Balance of a Mortgage
Loan by adding to the
Stated Principal
Balance unpaid
principal and interest and other amounts owing under the Mortgage
Loan, in each
case pursuant to a
modification of a
Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is
reasonably foreseeable
in accordance with Section 3.07(a).
Servicing Officer:
Any officer of the
Master Servicer
involved in, or
responsible for, the
administration
and servicing of the
Mortgage Loans whose
name and specimen
signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer on the Closing
Date, as such list may from
time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution
Date
and the Mortgage Loans, the arithmetic average, for each of the three
Distribution Dates
ending with such Distribution Date, of the fraction,
expressed as a percentage, equal to (x) the aggregate Stated
Principal Balance
of the Mortgage
Loans that are 60 or more days delinquent in payment of
principal and interest for that Distribution Date, including Mortgage Loans in
foreclosure and REO, over (y) the aggregate Stated Principal Balance of all of
the Mortgage Loans immediately preceding that Distribution
Date.
Standard & Poor's: Standard & Poor's Ratings Services, a
division of The
McGraw-Hill Companies, Inc. or its successors in interest.
Startup Date: The day
designated as such pursuant to Article X hereof.
Stated Principal
Balance: With respect
to any Mortgage Loan or related
REO Property, as of
any date of
determination, (i) the
sum of (a) the Cut-off
Date Principal
Balance of the Mortgage Loan and (b) any amount by which
the
Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a
Servicing
Modification, minus
(ii) the sum of (a) the principal portion of the
Monthly Payments due
with respect to such Mortgage Loan or REO Property during
each Due Period ending with the Due Period relating to the most recent
Distribution Date
which were received or
with respect to which
an Advance was
made, (b) all
Principal Prepayments
with respect to such
Mortgage Loan or REO
Property, and all Insurance Proceeds, Liquidation Proceeds and REO
Proceeds, to
the extent
applied by the Master Servicer as recoveries of principal in
accordance with Section 3.14 with respect to such Mortgage Loan or
REO Property,
in each case which were distributed pursuant to Section 4.02 on any previous
Distribution Date,
and (c) any
Realized Loss incurred with respect to such
Mortgage Loan
allocated to
Certificateholders
with respect thereto for any
previous Distribution Date.
Stepdown Date: That
Distribution Date
which is the earlier to occur of
(a) the Distribution Date immediately succeeding the Distribution Date
on which
the aggregate Certificate Principal Balance of the Class A
Certificates has been
reduced to zero and
(b) the later to
occur of (i) the Distribution Date in
January 2009
and (ii) the first Distribution Date on which the Senior
Enhancement Percentage is equal to or greater than 41.50%.
Subordination: The
provisions described in Section 4.05 relating to the
allocation of Realized Losses.
Subordination
Percentage: With
respect to each Class of Class A
Certificates and Class
M Certificates,
the respective percentage set forth
below.
Subordination
Class Percentage
A 58.50%
M-1 66.00%
M-2
72.50%
M-3 76.40%
M-4 79.90%
M-5 83.20%
M-6 86.40%
M-7 89.40%
M-8 92.10%
M-9 94.30%
Subsequent Recoveries:
As of any Distribution Date, amounts received by
the Master Servicer
(net of any related
expenses permitted to be reimbursed
pursuant to Section
3.10) or surplus
amounts held by the Master Servicer to
cover estimated expenses (including, but not limited to, recoveries in
respect
of the representations and warranties made by the related Seller
pursuant to the
applicable Seller's
Agreement and assigned
to the Trustee
pursuant to Section
2.04) specifically
related to a Mortgage
Loan that was the
subject of a Cash
Liquidation or an REO
Disposition prior to
the related Prepayment
Period and
that resulted in a Realized Loss.
Subserviced Mortgage
Loan: Any Mortgage Loan that, at the time of
reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered
into a
Subservicing Agreement and who generally satisfied the requirements
set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance:
Any delinquent installment of principal and
interest on a Mortgage Loan which is advanced by the related
Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master
Servicer
and any Subservicer relating to servicing and administration of
certain Mortgage
Loans as provided
in Section 3.02, generally in the form of the servicer
contract referred to
or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Depositor.
Subservicing Fee:
With respect to any
Mortgage Loan,
the fee payable
monthly to the related Subservicer (or, in the case of a
Nonsubserviced Mortgage
Loan, to the Master Servicer) in respect of subservicing and other
compensation
that accrues with respect to each Distribution Date at an annual
rate designated
as "SUBSERV FEE" on the Mortgage Loan Schedule.
Tax Returns: The
federal income tax return on Internal Revenue Service
Form 1066, U.S.
Real Estate
Mortgage Investment Conduit Income Tax Return,
including Schedule Q
thereto, Quarterly
Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed
on behalf of any REMIC hereunder due to its classification as a REMIC under
the
REMIC Provisions,
together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal
Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax
laws.
Telerate Screen Page 3750: As defined in Section 1.02.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a
Certificate.
Transfer Affidavit and Agreement: As defined in Section
5.02(f).
Transferee: Any Person
who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor: Any Person
who is disposing
by Transfer of any
Ownership
Interest in a Certificate.
Trigger Event:
A Trigger Event is in effect with respect to any
Distribution Date on
or after the Stepdown
Date if either (a) the
Sixty-Plus
Delinquency
Percentage, as
determined on that
Distribution
Date, equals or
exceeds 40.00% of the Senior Enhancement Percentage for that Distribution
Date
or (b) on or after the
Distribution Date in
January 2008, the aggregate amount
of Realized Losses on
the Mortgage Loans as
a percentage
of the Cut-off
Date
Balance exceeds the applicable amount set forth below:
January 2008 to
December 2008:
1.60% with
respect to January
2008, plus an
additional 1/12th of 2.00% for each month thereafter.
January 2009 to
December 2009:
3.60% with
respect to January
2009, plus an
additional 1/12th of 2.05% for each month thereafter.
January 2010 to
December 2010:
5.65% with
respect to January
2010, plus an
additional 1/12th of 0.60% for each month thereafter.
January 2011 to
December 2011:
6.25% with
respect to January
2011, plus an
additional 1/12th of 0.75% for each month thereafter.
January 2012 and thereafter: 7.00%.
Trustee: As defined in
the preamble hereto.
Trust Fund: The segregated pool of assets subject hereto,
consisting of:
(i) the Mortgage Loans and the related Mortgage Files; (ii) all payments on and
collections in respect
of the Mortgage Loans
due after the Cut-off Date (other
than Monthly
Payments due in the month of the Cut-off Date) as shall be on
deposit in the Custodial Account or in the Certificate Account and
identified as
belonging to the Trust Fund; (iii) property which secured a Mortgage Loan
and
which has been acquired for the benefit of the Certificateholders
by foreclosure
or deed in lieu of foreclosure; (iv) the hazard insurance
policies and
Primary
Insurance Policies
pertaining
to the Mortgage Loans, if any; (v) the Yield
Maintenance Agreement; and (vi) all proceeds of clauses (i) through
(v) above.
Uncertificated Accrued
Interest: With respect to any REMIC I Regular
Interest for
any Distribution Date, one month's interest at the related
Uncertificated REMIC I
Pass-Through Rate for such Distribution Date, accrued on
its Uncertificated
Principal Balance immediately prior to such Distribution
Date. Uncertificated
Accrued Interest for
the REMIC I Regular
Interests shall
accrue on the basis of a 360-day year consisting of twelve 30-day
months. For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC I Regular
Interests for any
Distribution Date, any
Prepayment
Interest
Shortfalls and Relief Act Shortfalls (to the extent not covered by
Compensating
Interest) relating to
the Mortgage
Loans for any
Distribution
Date shall be
allocated among REMIC I Regular Interests LT1, LT2, LT3 and LT4
pro rata, based
on, and to the extent of, Uncertificated Accrued Interest, as
calculated without
application of this
sentence. Uncertificated Accrued Interest on REMIC II
Regular Interest SB-PO shall be zero. Uncertificated Accrued Interest on REMIC
II Regular
Interest SB-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Class SB Certificates.
Uncertificated
Principal Balance:
The principal amount
of any REMIC I
Regular Interest outstanding as of any date of determination. The
Uncertificated
Principal Balance of
each REMIC I Regular
Interest shall never be less than
zero. With respect to the REMIC II Regular Interest SB-PO the
initial amount set
forth with
respect thereto in the Preliminary Statement as reduced by
distributions deemed
made in respect
thereof pursuant to Section 4.02 and
Realized Losses allocated thereto pursuant to Section 4.05.
Uncertificated
REMIC I Pass-Through Rate: With respect to any
Distribution Date and
(i) REMIC I Regular
Interests LT1 and LT2,
the weighted
average of the Net Mortgage Rates of the Mortgage Loans, (ii) REMIC I Regular
Interest LT3, zero (0.00%), and (iii) REMIC I Regular
Interest LT4,
twice the
weighted average of the Net Mortgage Rates of the Mortgage
Loans.
Uniform Single
Attestation Program
for Mortgage Bankers:
The Uniform
Single Attestation
Program for Mortgage
Bankers, as published
by the Mortgage
Bankers Association
of America and
effective with respect to fiscal
periods
ending on or after December 15, 1995.
Uninsured Cause:
Any cause of damage to
property subject to a Mortgage
such that the complete restoration of such property is not fully
reimbursable by
the hazard insurance policies.
United States
Person: A citizen or resident of the
United States,
a
corporation,
partnership or
other entity (treated as a corporation or
partnership for United States federal income tax purposes)
created or
organized
in, or under the laws of, the United States, any state thereof,
or the District
of Columbia
(except in the case of
a partnership,
to the extent
provided in
Treasury regulations)
provided that, for purposes solely of the restrictions on
the transfer of Class R Certificates, no partnership or other entity
treated as
a partnership for
United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either
directly or through any entity that is not a corporation for
United States
federal income tax purposes are required by the applicable
operative agreement to
be United States Persons, or an estate that is described
in Section
7701(a)(30)(D) of the
Code, or a trust that is described in Section
7701(a)(30)(E) of the Code.
