EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of October 27, 2006
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-EMX9
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS........................................................5
Section 1.01.
Definitions.............................................5
Section 1.02.
Determination of LIBOR.................................58
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES....................................................60
Section 2.01.
Conveyance of Mortgage Loans...........................60
Section 2.02.
Acceptance by Trustee..................................63
Section 2.03.
Representations, Warranties and Covenants of the
Master Servicer and the Depositor......................64
Section 2.04.
Representations and Warranties of Sellers..............66
Section 2.05.
Execution and Authentication of Certificates;
Conveyance of REMIC-I Regular Interests................68
Section 2.06.
Purposes and Powers of the Trust.......................68
Section 2.07.
Agreement Regarding Ability to Disclose................69
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................70
Section 3.01.
Master Servicer to Act as Servicer.....................70
Section 3.02.
Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers'
Obligations............................................72
Section 3.03.
Successor Subservicers.................................73
Section 3.04.
Liability of the Master Servicer.......................73
Section 3.05.
No Contractual Relationship Between Subservicer
and Trustee or Certificateholders......................74
Section 3.06.
Assumption or Termination of Subservicing
Agreements by Trustee..................................74
Section 3.07.
Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account..........................74
Section 3.08.
Subservicing Accounts; Servicing Accounts..............77
Section 3.09.
Access to Certain Documentation and Information
Regarding the Mortgage Loans...........................78
Section 3.10.
Permitted Withdrawals from the Custodial Account.......78
Section 3.11.
Maintenance of Primary Insurance Coverage..............80
Section 3.12.
Maintenance of Fire Insurance and Omissions and
Fidelity Coverage......................................80
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........81
Section 3.14.
Realization Upon Defaulted Mortgage Loans..............83
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.......85
Section 3.16.
Servicing and Other Compensation; Compensating
Interest...............................................86
Section 3.17.
Reports to the Trustee and the Depositor...............87
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.............................................88
Section 3.19.
Annual Independent Public Accountants' Servicing
Report.................................................88
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer...............................................88
Section 3.21.
[Reserved].............................................89
Section 3.22.
Advance Facility.......................................89
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...................................93
Section 4.01.
Certificate Account....................................93
Section 4.02.
Distributions..........................................93
Section 4.03.
Statements to Certificateholders; Statements to
Rating Agencies; Exchange Act Reporting................97
Section 4.04.
Distribution of Reports to the Trustee and the
Depositor; Advances by the Master Servicer............101
Section 4.05.
Allocation of Realized Losses.........................102
Section 4.06.
Reports of Foreclosures and Abandonment of
Mortgaged Property....................................104
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans.........104
Section 4.08.
Limited Mortgage Loan Repurchase Right................104
Section 4.09.
Derivative Contracts..................................105
Section 4.10.
Yield Maintenance Agreement...........................105
ARTICLE V THE
CERTIFICATES.................................................107
Section 5.01.
The Certificates......................................107
Section 5.02.
Registration of Transfer and Exchange of
Certificates..........................................109
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates.....113
Section 5.04.
Persons Deemed Owners.................................113
Section 5.05.
Appointment of Paying Agent...........................114
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...........................115
Section 6.01.
Respective Liabilities of the Depositor and the
Master Servicer.......................................115
Section 6.02.
Merger or Consolidation of the Depositor or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer...............115
Section 6.03.
Limitation on Liability of the Depositor, the
Master Servicer and Others............................116
Section 6.04.
Depositor and Master Servicer Not to Resign...........116
ARTICLE VII
DEFAULT........................................................117
Section 7.01.
Events of Default.....................................117
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor.............................................118
Section 7.03.
Notification to Certificateholders....................119
Section 7.04.
Waiver of Events of Default...........................120
ARTICLE VIII CONCERNING THE
TRUSTEE........................................121
Section 8.01.
Duties of Trustee.....................................121
Section 8.02.
Certain Matters Affecting the Trustee.................122
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans.................................................123
Section 8.04.
Trustee May Own Certificates..........................124
Section 8.05.
Master Servicer to Pay Trustee's Fees and
Expenses; Indemnification.............................124
Section 8.06.
Eligibility Requirements for Trustee..................124
Section 8.07.
Resignation and Removal of the Trustee................125
Section 8.08.
Successor Trustee.....................................126
Section 8.09.
Merger or Consolidation of Trustee....................126
Section 8.10.
Appointment of Co-Trustee or Separate Trustee.........126
Section 8.11.
Appointment of the Custodian..........................127
Section 8.12.
Appointment of Office or Agency.......................128
Section 8.13.
DTC Letter of Representations.........................128
Section 8.14.
Yield Maintenance Agreement...........................128
ARTICLE IX
TERMINATION.....................................................129
Section 9.01.
Termination Upon Purchase or Liquidation of All
Mortgage Loans........................................129
Section 9.02.
Additional Termination Requirements...................132
ARTICLE X REMIC
PROVISIONS.................................................134
Section 10.01. REMIC
Administration..................................134
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.......................................137
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................138
Section 11.01.
Amendment.............................................138
Section 11.02. Recordation of Agreement;
Counterparts................140
Section 11.03. Limitation on Rights of
Certificateholders............140
Section 11.04. Governing
Law.........................................141
Section 11.05.
Notices...............................................141
Section 11.06. Notices to Rating
Agencies............................142
Section 11.07. Severability of
Provisions............................142
Section 11.08. Supplemental Provisions for
Resecuritization..........142
Section 11.09. Third-Party
Beneficiary...............................143
ARTICLE XII COMPLIANCE WITH REGULATION
AB..................................143
Section 12.01. Intent of Parties;
Reasonableness.....................143
Section 12.02. Additional Representations and Warranties of the
Trustee...............................................144
Section 12.03. Information to be Provided by the
Trustee.............144
Section 12.04. Report on Assessment of Compliance and
Attestation....145
Section 12.05. Indemnification;
Remedies.............................145
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-1 GROUP I LOAN
SCHEDULE..........................................F-1
EXHIBIT F-2 GROUP II LOAN
SCHEDULE.........................................F-2
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
SERVICING CRITERIA.............................................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
This Pooling and Servicing Agreement,
effective as of October 27, 2006,
among RESIDENTIAL
ASSET SECURITIES
CORPORATION,
as the depositor
(together
with its
permitted
successors
and assigns,
the
"Depositor"),
RESIDENTIAL
FUNDING
COMPANY,
LLC,
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
seventeen 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."
Component
I
of
the
Class R
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.
Uncertificated REMIC I
Initial Uncertificated REMIC I
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
Y-1
Variable(1)
$
243,520.28
November 25, 2036
Y-2
Variable(1)
$
136,478.95
November 25, 2036
Z-1
Variable(1)
$ 486,797,032.00
November 25, 2036
Z-2
Variable(1)
$ 272,823,164.24
November 25, 2036
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided
herein,
the REMIC
Administrator
will make an election to
treat
the
segregated
pool
of
assets
consisting
of the
REMIC I
Regular
Interests
as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be designated as
"REMIC II."
Component II of the Class R
Certificates
will
represent
the
sole
Class
of
"residual
interests"
in
REMIC II
for
purposes
of the REMIC
Provisions
(as defined
herein)
under
federal
income
tax law.
The
following
table
irrevocably
sets
forth the
designation,
remittance
rate
(the
"Uncertificated
REMIC II
Pass-Through
Rate") and initial
Uncertificated
Principal Balance for each of the "regular
interests"
in
REMIC II
(the
"REMIC II
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular
Interest shall be the Maturity Date.
None of the REMIC II
Regular
Interests
will be certificated.
Uncertificated REMIC I
Initial/Uncertificated REMIC I
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
LT-1
Variable(1)
$
486,715,359.32
November 25, 2036
LT-2
Variable(1)
$
15,735.41
November 25, 2036
LT-3
0.00%
$
32,968.64
November 25, 2036
LT-4
Variable(1)
$
32,968.64
November 25, 2036
LT-5
Variable(1)
$
272,777,281.23
November 25, 2036
LT-6
Variable(1)
$
8,704.92
November 25, 2036
LT-7
0.00%
$
18,591.04
November 25, 2036
LT-8
Variable(1)
$
18,591.04
November 25, 2036
LT-Y1(2)
Variable(1)
$
243,520.28
November 25, 2036
LT-Y2(2)
Variable(1)
$
136,478.95
November 25, 2036
_______________
(1)
Calculated
as provided in the
definition
of
Uncertificated
REMIC II
Pass-Through Rate.
(2)
LT-Y1 will have the same interest
rate,
principal
balance,
Principal
Reduction
Amount and
allocation
of Realized
Losses as the REMIC I
Regular
Interest
Y-1.
LT-Y2 will have the same
interest
rate,
principal
balance,
Principal
Reduction
Amount and allocation of Realized
Losses as the REMIC I
Regular Interest Y-2.
REMIC III
As
provided
herein,
the REMIC
Administrator
will elect to treat the
segregated pool of assets
consisting of the REMIC II
Regular
Interests as a
REMIC for federal
income tax
purposes,
and such
segregated
pool of assets
will be designated as "REMIC III."
Component III of the Class R
Certificates
will
represent
the sole
Class of
"residual
interests"
in
REMIC III
for
purposes of the REMIC
Provisions
under federal income tax law. The following
table
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
month
of Final
Scheduled
Distribution
Date
and
initial
ratings
for
each
Class
of
Certificates
comprising
the interests
representing
"regular
interests" in
REMIC III.
The
"latest
possible
maturity
date"
(determined
solely
for
purposes of satisfying
Treasury Regulation
Section 1.860G-1(a)(4)(iii))
for
each Class of REMIC III Regular Interests shall be the Maturity
Date.
Month of
Final
Aggregate Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation
Type
Rate
Principal Balance
Features
Date
Ratings
S&P
Moody's
Class A-I-1
Regular(1)
Adjustable(2)(3)$
179,342,000.00
Senior/Adjustable
May 2031
AAA
Aaa
Rate
Class A-I-2
Regular(1)
Adjustable(2)(3)$
82,329,000.00
Senior/Adjustable
February 2036
AAA
Aaa
Rate
Class A-I-3
Regular(1)
Adjustable(2)(3)$
68,601,000.00
Senior/Adjustable
September 2036
AAA
Aaa
Rate
Class A-I-4
Regular(1)
Adjustable(2)(3)$
22,832,000.00
Senior/Adjustable
November 2036
AAA
Aaa
Rate
Class A-II
Regular(1)
Adjustable
$
197,896,000.00
Senior/Adjustable
November 2036
AAA
Aaa
(2)(3)
Rate
Class M-1
Regular(1)
Adjustable(2)(3)$
35,340,000.00
Mezzanine/Adjustable
November 2036
AA+
Aa1
Rate
Class M-2
Regular(1)
Adjustable(2)(3)$
40,660,000.00
Mezzanine/Adjustable
November 2036
AA
Aa2
Rate
Class M-3
Regular(1)
Adjustable(2)(3)$
15,580,000.00
Mezzanine/Adjustable
November 2036
AA-
Aa3
Rate
Class M-4
Regular(1)
Adjustable(2)(3)$
14,820,000.00
Mezzanine/Adjustable
November 2036
A+
A1
Rate
Class M-5
Regular(1)
Adjustable(2)(3)$
14,440,000.00
Mezzanine/Adjustable
November 2036
A
A2
Rate
Class M-6
Regular(1)
Adjustable(2)(3)$
11,020,000.00
Mezzanine/Adjustable
November 2036
A-
A2
Rate
Class M-7
Regular(1)
Adjustable(2)(3)$
10,260,000.00
Mezzanine/Adjustable
November 2036
BBB+
A3
Rate
Class M-8
Regular(1)
Adjustable(2)(3)$
8,740,000.00
Mezzanine/Adjustable
November 2036
BBB
Baa1
Rate
Class M-9
Regular(1)
Adjustable(2)(3)$
12,160,000.00
Mezzanine/Adjustable
November 2036
BBB-
Baa2
Rate
Class M-10
Regular(1)
Adjustable(2)(3)$
14,820,000.00
Mezzanine/Adjustable
November 2036
BB+
Baa3
Rate
Class SB
Regular
(4)
$
31,160,199.47
Subordinate
N/A
N/A
N/A
(4)
___________________________
(1)
The
Class A-I,
Class A-II
and
Class M
Certificates
will
represent
ownership of REMIC III
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 III
by the holder of the
Class SB
Certificates
as the
owner of the Yield Maintenance Agreement.
(2)
The REMIC III
Regular
Interests,
ownership of which is represented by
the Class A-I,
Class A-II and Class M
Certificates,
will accrue interest
at a per
annum
rate
equal to
LIBOR
plus the
applicable
Margin,
each
subject to a payment cap as described in the
definition
of
"Pass-Through
Rate" and the provisions for the payment of Basis Risk
Shortfalls
herein,
which
payments
will
not be
part
of the
entitlement
of the
REMIC III
Regular Interests related to such Certificates.
(3)
The
Class A-I,
Class A-II 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 III 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 III
Regular Interests.
(4)
The
Class SB
Certificates
will accrue
interest as
described
in the
definition
of Accrued
Certificate
Interest.
The
Class SB
Certificates
will not
accrue
interest
on their
Certificate
Principal
Balance.
The
Class SB
Certificates
will
be
comprised
of
two
REMIC III
Regular
Interests,
a principal only regular interest designated
REMIC III Regular
Interest SB-PO and an interest only regular interest
designated
REMIC III
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 III 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,
an amount
equal to the interest
accrued during the related
Interest
Accrual Period on
the
Certificate
Principal
Balance
thereof
immediately
prior
to
such
Distribution Date at the related Pass-Through Rate for that
Distribution Date.
The
amount
of
Accrued
Certificate
Interest
on
each
Class of
Certificates shall be reduced by the amount of 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.
The portion of any
Prepayment
Interest
Shortfalls or Relief Act
Shortfalls
allocated to the Class A
Certificates
will be based upon the related
Senior
Percentage of all such reductions with respect to the related
Mortgage Loans,
such reductions will be allocated among the related Class A
Certificates,
pro
rata,
on
the
basis
of
Accrued
Certificate
Interest
payable
on
such
Distribution
Date
absent
such
reductions,
with
the
remainder
of
such
reductions
allocated
among
the
Holders
of
all
Classes
of
Class M
Certificates,
pro rata, on the basis of Accrued Certificate
Interest payable
on such Distribution Date absent such reductions.
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 related
Pass-Through
Rate on the
Uncertificated
Notional Amount as specified in the
definition of Pass-Through Rate,
immediately prior to such Distribution Date,
reduced
by any
interest
shortfalls
with
respect
to the
Mortgage
Loans,
including
Prepayment
Interest
Shortfalls
to
the
extent
not
covered
by
Compensating
Interest
pursuant
to
Section 3.16
or
by
Excess
Cash
Flow
pursuant to
Section 4.02(c)(iv)
and (v). 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 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:
Group I Basis Risk
Shortfalls,
Group II Basis
Risk Shortfalls or Class M Basis Risk Shortfalls, as applicable.
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
2006-EMX9"
and
which
account
shall
be held for the
benefit of the Certificateholders and which must be an Eligible
Account.
Certificate
Account
Deposit
Date:
With
respect to any
Distribution
Date, the Business Day prior thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is
registered in the
Certificate
Register,
except that neither a
Disqualified
Organization
nor a
Non-United
States
Person shall be a holder of a Class R
Certificate
for any
purpose
hereof.
Solely
for the
purpose of giving any
consent or direction pursuant to this Agreement,
any Certificate,
other than
a Class R
Certificate,
registered in the name of the
Depositor,
the Master
Servicer or any
Subservicer
or any Affiliate
thereof shall be deemed not to
be outstanding and the Percentage
Interest or Voting Rights evidenced thereby
shall not be taken into account in
determining
whether the requisite
amount
of Percentage
Interests or Voting Rights necessary to effect any such consent
or
direction
has been
obtained.
All
references
herein
to
"Holders"
or
"Certificateholders"
shall reflect the rights of
Certificate
Owners as they
may indirectly
exercise such rights through the Depository and
participating
members thereof,
except as otherwise
specified
herein;
provided,
however,
that
the
Trustee
shall
be
required
to
recognize
as
a
"Holder"
or
"Certificateholder"
only the Person in whose name a Certificate is registered
in the Certificate Register.
Certificate
Owner:
With
respect
to
a
Book-Entry
Certificate,
the
Person who is the beneficial
owner of such
Certificate,
as reflected on the
books of an
indirect
participating
brokerage
firm for
which a
Depository
Participant
acts as agent, if any, and otherwise on the books of a Depository
Participant, if any, and otherwise on the books of the Depository.
Certificate
Principal Balance:
With respect to any Class A Certificate
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 Balances of: (i)
the Class A-I
Certificates
and Class M
Certificates
will be increased,
in
each case to the
extent to which a
Realized
Loss was
previously
allocated
thereto and remaining
unreimbursed,
by the
Subsequent
Recovery
Allocation
Amount
for Loan
Group I in the
following
order of
priority:
first to the
Class A-I
Certificates,
pro rata,
based on the
amount of
Realized
Losses
previously
allocated
thereto
and
remaining
unreimbursed,
and then to the
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates,
Class M-9 Certificates and
Class M-10 Certificates,
in that order, and (ii) the Class A-II
Certificates
and Class M
Certificates
will be
increased,
in each case, to the extent of
Realized Losses previously
allocated thereto and remaining
unreimbursed,
by
the Subsequent
Recovery
Allocation Amount for Loan Group II in the following
order of priority:
to the Class A-II
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,
Class M-8
Certificates,
Class M-9
Certificates and Class M-10 Certificates,
in that order.
With respect to any Class SB Certificate,
on any date of determination,
an amount equal to the
Percentage
Interest
evidenced
by such
Certificate,
multiplied
by an
amount
equal to (i) the
excess,
if any,
of (A) the then
aggregate
Stated
Principal
Balance of the Mortgage
Loans over (B) the then
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
and
Class M
Certificates
then
outstanding,
which represents the sum of (i) the
Initial
Principal Balance of the REMIC III Regular Interest SB-PO, as
reduced
by Realized Losses
allocated
thereto and payments
deemed made thereon,
and
(ii) accrued and unpaid interest on the REMIC III
Regular
Interest SB-IO, as
reduced by Realized Losses allocated
thereto.
The Class R
Certificates will
not have a Certificate Principal Balance.
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-I-1
Certificates,
Class A-I-2 Certificates,
Class A-I-3 Certificates,
Class A-I-4 Certificates
and Class A-II Certificates.
Class A Interest
Distribution
Priority:
With respect to each Class of
Class A
Certificates
and any
Distribution
Date,
the amount
available for
payment of Accrued
Certificate
Interest thereon for that
Distribution
Date
plus Accrued
Certificate
Interest
thereon
remaining
unpaid from any prior
Distribution Date, in the amounts and priority as follows:
(i)
first, concurrently,
to the Class A-I Certificates,
pro rata, from the
Class A-I
Interest
Remittance
Amount,
and
to
the
Class A-II
Certificates, from the Class A-II Interest Remittance Amount;
(ii)
second,
to
the
Class A-I
Certificates,
pro
rata,
from
the
remaining
Class A-II
Interest
Remittance
Amount,
or
to
the
Class A-II
Certificates,
from the remaining
Class A-I
Interest
Remittance
Amount,
as
needed
after
taking
into
account
any
distributions
in respect of interest on the Class A
Certificates
made in first above;
(iii)
third,
concurrently,
to the
Class A-I
Certificates,
pro rata,
from the Principal
Remittance Amount related to Loan Group I, and
to the
Class A-II
Certificates,
from the
Principal
Remittance
Amount
related to Loan
Group II,
as needed
after
taking
into
account
any
distributions
in respect of interest on the Class A
Certificates made in first and second above; and
(iv)
fourth,
to
the
Class A-I
Certificates,
pro
rata,
from
the
remaining
Principal
Remittance
Amount related to Loan Group II,
or to the Class A-II
Certificates,
from the remaining
Principal
Remittance Amount related to Loan Group I,
as needed after taking
into
account
any
distributions
in respect of
interest
on the
Class A Certificates made in first, second and third above.
Class A
Principal
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-I-1
Certificate:
Any
one
of
the
Class A-I-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 in respect of Group I
Loans as set forth in Section 4.05,
and evidencing (i) an interest designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance
Agreement.
Class A-I-1 Margin:
0.0700% per annum.
Class A-I-2
Certificate:
Any
one
of
the
Class A-I-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 in respect of Group I
Loans as set forth in Section 4.05,
and evidencing (i) an interest designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance
Agreement.
Class A-I-2 Margin:
0.1300% per annum.
Class A-I-3
Certificate:
Any
one
of
the
Class A-I-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 in respect of Group I
Loans as set forth in Section 4.05,
and evidencing (i) an interest designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance
Agreement.
Class A-I-3
Margin:
Initially,
0.1700%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.3400% per annum.
Class A-I-4
Certificate:
Any
one
of
the
Class A-I-4
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the Class M
Certificates,
Class
SB Certificates and Class R Certificates with respect to
distributions
and the
allocation
of
Realized
Losses in respect of Group I
Loans as set forth in Section 4.05,
and evidencing (i) an interest designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance
Agreement.
Class A-I-4
Margin:
Initially,
0.2400%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.4800% per annum.
Class A-I
Certificates:
Collectively,
the
Class A-I-1
Certificates,
Class A-I-2
Certificates,
Class A-I-3
Certificates
and
Class A-I-4
Certificates.
Class A-I Interest
Remittance Amount:
With respect to any Distribution
Date, the portion of the Available
Distribution
Amount for that Distribution
Date
attributable
to
interest
received
or
advanced
with
respect to the
Group I Loans.
Class A-II
Certificate:
Any
one
of
the
Class A-II
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit A,
senior to the Class M
Certificates,
Class
SB Certificates and Class R Certificates with respect to
distributions
and the
allocation
of Realized
Losses in respect of Group II
Loans as set forth in Section 4.05,
and evidencing (i) an interest designated
as a "regular
interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance
Agreement.
Class A-II
Interest
Remittance
Amount:
With
respect
to
any
Distribution Date, the portion of the Available
Distribution
Amount for that
Distribution
Date
attributable to interest received or advanced with respect
to the Group II Loans.
Class A-II
Margin:
Initially,
0.1300%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.2600% per annum.
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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-1
Margin:
Initially,
0.3100%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.4650% 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:
(iii) the remaining
Principal
Distribution Amount for that Distribution Date
after distribution of the Class A 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
(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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-2
Margin:
Initially,
0.3300%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.4950% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-3
Margin:
Initially,
0.3500%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.5250% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-4
Margin:
Initially,
0.4000%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.6000% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-5
Margin:
Initially,
0.4200%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.6300% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-6
Margin:
Initially,
0.4800%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.7200% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-7
Margin:
Initially,
0.7700%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 1.1550% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-8
Margin:
Initially,
1.0000%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 1.5000% 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 III
for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield
Maintenance
Agreement.
Class M-9
Margin:
Initially,
2.0500%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 3.0750% 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 M-10
Certificate:
Any
one
of
the
Class M-10
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B,
and evidencing (i) an
interest
designated as a "regular
interest" in REMIC III for purposes of the
REMIC
Provisions
and (ii) the
right to
receive
payments
under
the Yield
Maintenance Agreement.
Class M-10
Margin:
Initially,
2.5000%
per
annum,
and
on
any
Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 3.7500% per annum.
Class M-10
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,
the
Class M-8
Principal
Distribution
Amount
and
the
Class M-9
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, the Class M-8
Principal
Distribution
Amount
and
the
Class M-9
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, Class M-8
Certificates and Class M-9 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, the Class M-8
Principal Distribution Amount and the Class M-9 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-10 Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to distributions to be made on that
Distribution Date and (y) the 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
Basis
Risk
Shortfall:
With
respect
to any Class of Class M
Certificates and any
Distribution
Date, an amount equal to the excess of (i)
Accrued
Certificate
Interest for that Class
calculated
at a per annum rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the related
Margin for that Distribution Date, over (ii) Accrued Certificate
Interest for
that Class if the Pass-Through
Rate for that
Distribution Date is calculated
using
the
Class M
Net WAC Cap
Rate for that
Distribution
Date;
plus any
unpaid
Class M
Basis Risk
Shortfall
from prior
Distribution
Dates,
plus
interest thereon,
to the extent not previously paid from Excess Cash Flow, at
a per annum rate (which
shall not exceed
14.000%
per annum)
equal to LIBOR
plus the related Margin for that Distribution Date.
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, Class M-9 Certificates and Class M-10
Certificates.
Class M
Net WAC Cap Rate:
With
respect to any
Distribution
Date and
the Class M
Certificates,
a per annum rate equal to the weighted
average of
(i) the
Group I
Net WAC Cap
Rate for that
Distribution
Date and
(ii) the
Group II Net WAC Cap Rate for that
Distribution
Date,
weighted on the basis
of the related Subordinate
Component,
which for tax purposes is equal to the
weighted
average of the interest
rates on the REMIC I Regular
Interests Y-1
and Y-2.
Class R
Certificate:
Any one of the Class R
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 a REMIC for purposes of the REMIC
Provisions.
Class SB
Certificate:
Any one of the Class SB Certificates executed by
the Trustee and
authenticated by the Certificate
Registrar
substantially in
the form annexed hereto as Exhibit C,
subordinate to the Class A Certificates
and Class M
Certificates
with respect to distributions and the allocation of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
an
interest
comprised of "regular
interests" in REMIC III together with certain rights to
payments
under the Yield
Maintenance
Agreement
for
purposes
of the REMIC
Provisions.
Closing Date:
October 27, 2006.
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,
Minnesota
55107,
Attn:
Structured
Finance/RASC 2006-EMX9.
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.
Custodial
File:
Any mortgage
loan
document in the Mortgage File that
is
required
to be
delivered
to the
Trustee or the
Custodian
pursuant to
Section 2.01(b) of this Agreement.
Custodian:
Wells
Fargo
Bank,
N.A.,
or
any
successor
custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date:
October 1, 2006.
Cut-off Date Balance:
$760,000,199.47.
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
November
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
October
26,
2006,
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
department 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 and each
Loan
Group,
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, in each case with respect to the related Loan Group;
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
Payment 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-I-1
Certificates,
the
Distribution
Date occurring in May 2031; with respect to the Class A-I-2
Certificates,
the Distribution
Date occurring in February 2036; with respect
to the Class A-I-3 Certificates,
the Distribution Date occurring in September
2036;
and
with
respect
to
the
Class A-I-4
Certificates,
Class A-II
Certificates and each Class of Class M
Certificates,
the
Distribution
Date
occurring in November
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(f)(i).
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.
Group I
Basis Risk
Shortfall:
With
respect to any Class of Class A-I
Certificates and any
Distribution
Date, an amount equal to the excess of (x)
Accrued
Certificate
Interest for that Class
calculated
at a per annum rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the related
Margin for that
Distribution Date over (y) Accrued
Certificate
Interest for
that Class if the Pass-Through
Rate for that
Distribution Date is calculated
using
the
Group I
Net WAC Cap
Rate for that
Distribution
Date;
plus any
unpaid
Group I
Basis Risk
Shortfall
from prior
Distribution
Dates,
plus
interest
thereon to the extent
previously
unreimbursed
by Excess Cash Flow
calculated
at a per annum rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the related Margin for that Distribution Date.
Group I
Loans:
The Mortgage
Loans
designated
on the
Mortgage
Loan
Schedule
attached
hereto as Exhibit
F-1.
The Group I
Loans
relate to the
Class A-I Certificates, Class M Certificates and Class SB
Certificates.
Group I Net WAC Cap Rate: With respect to any
Distribution
Date, a per
annum
rate
equal
to the
product
of (i) the
weighted
average
of the Net
Mortgage
Rates (or, if
applicable,
the Modified Net Mortgage
Rates) on the
Group I Loans using the Net Mortgage
Rates (or, if
applicable,
the Modified
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
that
Distribution
Date and (ii) a
fraction
equal to 30
divided
by the
actual
number of days in the
related
Interest Accrual Period.
Group I Principal
Distribution
Amount:
For any Distribution Date, the
product
of
(x) the
Class A
Principal
Distribution
Amount
for
that
Distribution
Date and (y) a
fraction,
the numerator of which is the portion
of
the
Principal
Allocation
Amount
related
to
Loan
Group I
for
that
Distribution
Date and the
denominator
of which is the Principal
Allocation
Amount for all of the Mortgage Loans for that Distribution Date.
Group II Basis Risk
Shortfall:
With respect to any Class of Class A-II
Certificates and any
Distribution
Date, an amount equal to the excess of (x)
Accrued
Certificate
Interest for that Class
calculated
at a per annum rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the related
Margin for that
Distribution Date over (y) Accrued
Certificate
Interest for
that Class if the Pass-Through
Rate for such
Distribution Date is calculated
using
the
Group II
Net WAC Cap Rate for that
Distribution
Date;
plus any
unpaid
Group II
Basis Risk
Shortfall from prior
Distribution
Dates,
plus
interest
thereon to the extent
previously
unreimbursed
by Excess Cash Flow
calculated
at a per annum rate
(which
shall not exceed
14.000%
per annum)
equal to LIBOR plus the related Margin for that Distribution Date.
Group II
Loans:
The Mortgage
Loans
designated
on the Mortgage
Loan
Schedule
attached
hereto as Exhibit F-2.
The
Group II
Loans relate to the
Class A-II Certificates, Class M Certificates and Class SB
Certificates.
Group II
Net WAC Cap Rate:
With
respect to any
Distribution
Date, a
per annum rate equal to the
product
of (i) the
weighted
average of the Net
Mortgage
Rates (or, if
applicable,
the Modified Net Mortgage
Rates) on the
Group II Loans using the Net Mortgage
Rates (or, if applicable,
the Modified
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
that
Distribution
Date and (ii) a
fraction
equal to 30
divided
by the
actual
number of days in the
related
Interest Accrual Period.
Group II Principal
Distribution
Amount: For any Distribution Date, the
product
of
(x) the
Class A
Principal
Distribution
Amount
for
that
Distribution
Date and (y) a
fraction,
the numerator of which is the portion
of
the
Principal
Allocation
Amount
related
to
Loan
Group II
for
that
Distribution
Date and the
denominator
of which is the Principal
Allocation
Amount for all of the Mortgage Loans for that Distribution 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
November
2006,
the period
commencing the Closing Date and ending on the day
preceding
the
Distribution
Date in November
2006,
and with respect to any
Distribution
Date after the
Distribution
Date in November
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 Group:
Loan Group I or Loan Group II, as applicable.
Loan
Group I:
The
Mortgage
Loans
designated
on the
Mortgage
Loan
Schedule attached hereto as Exhibit F-1.
Loan
Group II:
The Mortgage
Loans
designated
on the
Mortgage
Loan
Schedule attached hereto as Exhibit F-2.
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-I-1
Margin,
Class A-I-2
Margin,
Class A-I-3
Margin,
Class A-I-4 Margin,
Class A-II 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,
Class M-9 Margin or Class M-10
Margin, as applicable.
Marker
Rate:
With respect to the
Class SB
Certificates
or the SB-IO
REMIC III
Regular
Interest
and any
Distribution
Date,
in relation to the
REMIC II
Regular
Interests
LT1, LT2,
LT3, LT4 and LT-Y1,
a per annum rate
equal to two (2) times the
weighted
average of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II
Regular
Interest
LT2 and REMIC II
Regular
Interest
LT3.
With
respect
to
the
Class SB
Certificates
or
the
SB-IO
REMIC III
Regular
Interest
and any
Distribution
Date,
in relation to the
REMIC II
Regular
Interests
LT5, LT6,
LT7, LT8 and LT-Y2,
a per annum rate
equal to two (2) times the
weighted
average of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II
Regular
Interest
LT6 and REMIC II
Regular
Interest LT7.
Master Servicer:
As defined in the preamble hereto.
Maturity Date: With respect to each Class of
Certificates
representing
ownership
of
REMIC I,
REMIC II
or
REMIC III
Regular
Interests
or
Uncertificated
Regular
Interests
issued by each of
REMIC I,
REMIC II
and
REMIC III
the
latest
possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii)
of
the
Treasury
Regulations,
by
which
the
Certificate Principal Balance of each such Class of Certificates
representing
a regular
interest in the Trust Fund would be reduced to zero,
which is, for
each such regular interest,
November 25, 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-1
and
Exhibit
F-2 (as
amended
from
time to time to
reflect the
addition of Qualified
Substitute
Mortgage
Loans),
which lists
shall set forth at a minimum the
following
information
as to each
Mortgage
Loan:
(ii)
the Mortgage Loan identifying number ("RFC LOAN #");
(iii) [reserved];
(iv)
the maturity of the Mortgage Note ("MATURITY
DATE," or "MATURITY DT");
(v)
for
the
adjustable-rate
Mortgage
Loans,
the
Mortgage
Rate
as
of
origination ("ORIG RATE");
(vi)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vii) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(viii)
the scheduled
monthly payment of principal,
if any, and interest
as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P &
I");
(ix)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x)
the Loan-to-Value Ratio at origination ("LTV");
(xi)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that
the
Mortgage
Loan is
secured by a second or
vacation
residence
(the
absence of any such code means the
Mortgage
Loan is secured
by a primary residence);
(xii) 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);
(xiii)
for the adjustable-rate
Mortgage Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiv) for the
adjustable-rate
Mortgage Loans,
the maximum Net Mortgage Rate
("NET CEILING");
(xv)
for
the
adjustable-rate
Mortgage
Loans,
the
Note
Margin
("NOTE
MARGIN");
(xvi) for the adjustable-rate
Mortgage Loans, the first Adjustment Date after
the Cut-off Date ("NXT INT CHG DT");
(xvii)
for
the
adjustable-rate
Mortgage
Loans,
the
Periodic
Cap
("PERIODIC DECR" or "PERIODIC INCR");
(xviii)
[reserved]; and
(xix) 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:
The
Group I Net WAC Cap Rate,
Group II
Net WAC Cap
Rate or Class M Net WAC Cap Rate, as applicable.
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
adjustable-rate 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
(iv)
and
(v) of
the
definition
of
Principal
Distribution
Amount
as of
such
Distribution
Date)
and
(b)
the
excess
of
(1)
the
Required
Overcollateralization
Amount
for
such
Distribution
Date
over
(2)
the
Overcollateralization Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect
to
any
Distribution Date 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
related
Net WAC Cap
Rate for such
Distribution Date.
With respect to the Class SB
Certificates and any Distribution
Date or
the
REMIC III
Regular
Interest
SB-IO,
a
per
annum
rate
equal
to
the
percentage equivalent of a fraction,
the numerator of which is the sum of the
amounts
calculated
pursuant
to clauses (i) through
(viii)
below,
and the
denominator
of which
is the
aggregate
principal
balance
of the
REMIC II
Regular
Interests.
For purposes of calculating the Pass-Through Rate for the
Class SB
Certificates or the SB-IO REMIC III Regular Interest,
the numerator
is equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest
LT1 minus the
related
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest
LT2 minus the
related
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT2;
(iii) the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT4 minus twice the related Marker Rate,
applied to a notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT4;
(iv)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest
LT5 minus the
related
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT5;
(v)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest
LT6 minus the
related
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT6;
(vi)
the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT8 minus twice the related Marker Rate,
applied to a notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT8;
(vii) the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest
LT Y1 minus the
related
Marker
Rate,
applied to a notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II
Regular Interest LT-Y1; and
(viii)
the
Uncertificated
Pass-Through
Rate
for
REMIC II
Regular
Interest
LT Y2 minus the
related
Marker
Rate,
applied to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC II Regular Interest LT-Y2.
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 by such Rating Agency, as evidenced in writing;
provided,
however,
that no instrument shall be a Permitted
Investment if it
represents,
either
(1) the right to
receive
only
interest
payments
with
respect to the
underlying
debt
instrument
or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying
such
instrument
and the
principal
and
interest
payments
with
respect to such
instrument
provide
a yield to
maturity
greater
than
120% of the yield to
maturity
at par of such
underlying
obligations.
References
herein
to the
highest
rating
available on unsecured
long-term
debt shall mean AAA in the
case of Standard & Poor's and Aaa in the case of Moody's,
and for purposes of
this
Agreement,
any
references
herein to the highest
rating
available on
unsecured
commercial
paper and short-term
debt
obligations
shall mean the
following:
A-1 in the
case of
Standard
&
Poor's
and
P-1 in the
case of
Moody's;
provided,
however,
that
any
Permitted
Investment
that
is
a
short-term
debt
obligation
rated A-1 by Standard & Poor's must
satisfy the
following
additional
conditions:
(i) the
total
amount
of debt
from
A-1
issuers must be limited to the
investment
of monthly
principal and interest
payments (assuming fully amortizing collateral);
(ii) the total amount of A-1
investments
must not
represent
more than 20% of the
aggregate
outstanding
Certificate
Principal
Balance of the
Certificates
and each investment must
not
mature
beyond
30
days;
(iii) the
terms
of
the
debt
must
have
a
predetermined
fixed dollar
amount of principal
due at maturity
that cannot
vary; and (iv) if the
investments
may be liquidated
prior to their maturity
or are being
relied on to meet a certain
yield,
interest
must be tied to a
single
interest
rate index plus a single fixed spread (if any) and must move
proportionately
with that index.
Any Permitted
Investment
may be purchased
by or through the Trustee or its Affiliates.
Permitted
Transferee:
Any Transferee of a Class R
Certificate,
other
than a Disqualified Organization or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock
company,
trust,
unincorporated
organization
or
government
or
any
agency
or
political
subdivision thereof.
Prepayment
Assumption:
With
respect to the Class A
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
Allocation
Amount:
With respect to any
Distribution
Date,
the sum of (a) the Principal
Remittance
Amount for that
Distribution
Date,
(b) any
Realized
Losses
covered by amounts
included
in clause (iv) of the
definition of Principal
Distribution
Amount and (c) the aggregate
amount of
the
principal
portion
of
Realized
Losses
on the
Mortgage
Loans
in the
calendar
month
preceding
that
Distribution
Date, to the extent covered by
Excess
Cash
Flow
included
in clause
(v) of the
definition
of
Principal
Distribution
Amount;
provided,
however,
that on any
Distribution
Date on
which
there is
(i) insufficient
Subsequent
Recoveries
to cover all unpaid
Realized
Losses on the
Mortgage
Loans
described
in clause (b)
above,
in
determining
the
Group I
Principal
Distribution
Amount
and
the
Group II
Principal Distribution Amount,
Subsequent Recoveries will be allocated to the
Class A-I
Certificates
and Class A-II
Certificates,
pro rata, based on the
principal portion of unpaid Realized Losses from prior
Distribution
Dates on
the Group I
Loans and Group II
Loans,
respectively,
and (ii)
insufficient
Excess Cash Flow to cover all Realized
Losses on the Mortgage Loans described
in clause (c) above, in determining the Group I Principal
Distribution Amount
and
the
Group II
Principal
Distribution
Amount,
the
Excess
Cash
Flow
remaining
after the
allocation
described in clause (b) above or (i) of this
proviso,
as applicable,
will be allocated to the Class A-I
Certificates and
Class A-II Certificates,
pro rata, based on the principal portion of Realized
Losses incurred during the calendar month preceding that
Distribution Date on
the Group I Loans and Group II Loans, respectively.
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,
the Yield
Maintenance
Agreement
Payment
for
that
Distribution
Date,
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;
(xiii)
with respect to adjustable
rate Mortgage
Loans,
have a next Adjustment Date
no later than that of the
Deleted
Mortgage
Loan,
and (xiv) be secured by a
lien with the same lien priority as the Deleted 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 III
Regular
Interest SB-IO in reduction of the
accrued but unpaid
interest
thereon
until such accrued and unpaid
interest
shall have been
reduced to zero and then to the
REMIC III
Regular
Interest
SB-PO in reduction of the Principal Balance thereof.
To the extent the Master Servicer
receives
Subsequent
Recoveries with
respect to any Mortgage
Loan, the amount of the Realized Loss with respect to
that Mortgage Loan will be reduced to the extent such
recoveries
are applied
to reduce the
Certificate
Principal
Balance of any Class of Certificates on
any Distribution Date.
Record
Date:
With
respect
to 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.
Regulation AB: Subpart
229.1100 - 
