RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee and Supplemental Interest Trust Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF NOVEMBER 1, 2006
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
Series 2006-EFC2
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS................................................................................3
Section 1.01.
Definitions.......................................................................3
Section 1.02.
Determination of
LIBOR...........................................................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES...........................52
Section 2.01.
Conveyance of Mortgage
Loans.....................................................52
Section 2.02.
Acceptance by
Trustee............................................................57
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the Depositor58
Section 2.04.
Representations and Warranties of Residential
Funding............................61
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC
Regular Interests 63
Section 2.06.
Purposes and Powers of the
Trust................................................64
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................64
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS............................................64
Section 3.01.
Master Servicer to Act as
Servicer...............................................64
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
Obligations......................................................................67
Section 3.03.
Successor
Subservicers...........................................................68
Section 3.04.
Liability of the Master
Servicer.................................................68
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders69
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................69
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......69
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................72
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.....74
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................74
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................76
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................76
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments
78
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................80
Section 3.15.
Trustee to Cooperate; Release of Custodial
Files.................................82
Section 3.16.
Servicing and Other Compensation; Eligible Master Servicing
Compensation.........84
Section 3.17.
Reports to the Trustee and the
Depositor.........................................85
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................85
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................85
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................86
Section 3.21.
Advance
Facility.................................................................86
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS............................................................90
Section 4.01.
Certificate
Account..............................................................90
Section 4.02.
Distributions....................................................................91
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
.......................................................................102
Section 4.05.
Allocation of Realized
Losses...................................................103
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property...................106
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans...................................106
Section 4.08.
[Reserved].....................................................................107
Section 4.09.
The Swap
Agreement..............................................................107
Section 4.10.
Posted Collateral
Account.......................................................110
Section 4.11.
Premium
Amounts.................................................................110
Section 4.12.
Tax Treatment of Swap Payments and Swap Termination
Payments....................111
ARTICLE V
THE
CERTIFICATES.........................................................................112
Section 5.01.
The
Certificates................................................................112
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................114
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................123
Section 5.04.
Persons Deemed
Owners...........................................................123
Section 5.05.
Appointment of Paying
Agent.....................................................124
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER....................................................124
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................124
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and
Delegation of Duties by Master
Servicer.........................................124
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........125
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................126
ARTICLE VII
DEFAULT..................................................................................126
Section 7.01.
Events of
Default...............................................................126
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................128
Section 7.03.
Notification to
Certificateholders..............................................129
Section 7.04.
Waiver of Events of
Default.....................................................130
ARTICLE VIII
CONCERNING THE
TRUSTEE...................................................................130
Section 8.01.
Duties of
Trustee...............................................................130
Section 8.02.
Certain Matters Affecting the
Trustee...........................................132
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................133
Section 8.04.
Trustee May Own
Certificates....................................................133
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............134
Section 8.06.
Eligibility Requirements for
Trustee............................................135
Section 8.07.
Resignation and Removal of the
Trustee..........................................135
Section 8.08.
Successor
Trustee...............................................................136
Section 8.09.
Merger or Consolidation of
Trustee..............................................136
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................137
Section 8.11.
Appointment of the
Custodian....................................................138
Section 8.12.
Appointment of Office or
Agency.................................................138
Section 8.13.
DTC Letter of
Representations...................................................138
Section 8.14.
Swap
Agreement..................................................................138
ARTICLE IX
TERMINATION..............................................................................138
Section 9.01.
Termination Upon Purchase by Residential Funding or Liquidation of
All Mortgage Loans
138
Section 9.02.
Additional Termination
Requirements.............................................144
ARTICLE X
REMIC
PROVISIONS.........................................................................144
Section 10.01.
REMIC
Administration............................................................144
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................148
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................................149
Section 11.01.
Amendment.......................................................................149
Section 11.02.
Recordation of Agreement;
Counterparts..........................................151
Section 11.03.
Limitation on Rights of
Certificateholders......................................152
Section 11.04.
Governing
Law...................................................................153
Section 11.05.
Notices.........................................................................153
Section 11.06.
Notices to Rating
Agencies......................................................153
Section 11.07.
Severability of
Provisions......................................................154
Section 11.08.
Supplemental Provisions for
Resecuritization....................................154
Section 11.09.
[Reserved]......................................................................155
Section 11.10.
Third Party
Beneficiaries.......................................................155
ARTICLE XII
COMPLIANCE WITH REGULATION
AB............................................................155
Section 12.01.
Intent of Parties;
Reasonableness...............................................155
Section 12.02.
Additional Representations and Warranties of the
Trustee........................155
Section 12.03.
Information to be Provided by the
Trustee.......................................156
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................157
Section 12.05.
Indemnification;
Remedies.......................................................157
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C-1
Form of Rule 144A Global Class B Certificate
Exhibit C-2
Form of Temporary Regulation S Global Class B Certificate
Exhibit C-3
Form of Permanent Regulation S Global Class B Certificate
Exhibit D-1
Form of Rule 144A Global Class SB Certificate
Exhibit D-2
Form of Temporary Regulation S Global Class SB Certificate
Exhibit D-3
Form of Permanent Regulation S Global Class SB Certificate
Exhibit E
Form of Class R Certificate
Exhibit F
Form of Custodial Agreement
Exhibit G
Mortgage Loan Schedule
Exhibit H
Form of Request for Release
Exhibit I-1
Form of Transfer Affidavit and Agreement
Exhibit I-2
Form of Transferor Certificate
Exhibit J
Form of Investor Representation Letter
Exhibit K
Form of Transferor Representation Letter
Exhibit L
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit M
Form of Limited Guaranty
Exhibit N
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O
Form of Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q-1
Form of ERISA Representation Letter [Class B Certificates]
Exhibit Q-2
Form of ERISA Representation Letter [Class A Certificates and Class
M Certificates]
Exhibit R-1
Form 10-K Certification
Exhibit R-2
Form 10-K Back-up Certification
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified
Mortgage Loans
Exhibit T
Schedule of Swap Agreement Notional Balances
Exhibit U
Swap Agreement
Exhibit V
Servicing Criteria To Be Addressed In Assessment of Compliance
Exhibit W-1
Form of Certificate to be Given by Certificate Owner
Exhibit W-2
Form of Certificate to be Given by Euroclear or Cedel
Exhibit X
Form of Certificate to be Given by Transferee of Beneficial
Interest in a Regulation S Book-Entry Certificate
Exhibit Y
Form of Transfer Certificate for Exchange or Transfer from 144A
Book-Entry Certificate to Regulation S
Book-Entry Certificate
Exhibit Z
Form of Initial Purchaser Exchange Instructions
Exhibit AA
Premium Amount Percentage
This Pooling and Servicing
Agreement,
effective as of November 1, 2006, among RESIDENTIAL ASSET MORTGAGE
PRODUCTS,
INC., as
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 national
association
organized
under the laws of the
United States,
as trustee and
supplemental
interest trust trustee
(together with its
permitted successors and assigns, the "Trustee" and the
"Supplemental Interest Trust Trustee", respectively).
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
Supplemental
Interest Trust Account and the Swap
Agreement) subject
to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for
federal income tax purposes,
and such segregated pool
of assets will be
designated
as
"REMIC I."
The Class R-I
Certificates
will
represent
the sole Class of "residual
interests" in
REMIC I for purposes of the
REMIC Provisions
(as defined
herein) under
federal income tax law. The following table irrevocably sets
forth the designation,
remittance rate (the "Uncertificated REMIC I Pass-Through
Rate") and initial Uncertificated
Principal Balance
for each of the "regular interests" in REMIC I (the "REMIC I
Regular
Interests").
The "latest possible maturity date" (determined for
purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii)) for
the REMIC I Regular Interests shall be the Distribution
Date immediately succeeding the 360th Distribution Date. The REMIC
I Regular Interests will not be certificated.
UNCERTIFICATED REMIC I
INITIAL UNCERTIFICATED REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
AA
Variable(1)
$392,000,126.29
December 25, 2036
A-1
Variable(1)
$1,565,220
December 25, 2036
A-2
Variable(1)
$561,230
December 25, 2036
A-3
Variable(1)
$720,830
December 25, 2036
A-4
Variable(1)
$268,720
December 25, 2036
M-1S
Variable(1)
$150,000
December 25, 2036
M-2S
Variable(1)
$132,000
December 25, 2036
M-3S
Variable(1)
$78,000
December 25, 2036
M-4
Variable(1)
$70,000
December 25, 2036
M-5
Variable(1)
$70,000
December 25, 2036
M-6
Variable(1)
$62,000
December 25, 2036
M-7
Variable(1)
$62,000
December 25, 2036
M-8
Variable(1)
$42,000
December 25, 2036
M-9
Variable(1)
$50,000
December 25, 2036
B
Variable(1)
$44,000
December 25, 2036
ZZ
Variable(1)
$4,124,002.58
December 25, 2036
(1)
Calculated in accordance with the definition of "Uncertificated
REMIC I Pass-Through Rate" herein.
REMIC II
As provided
herein,
the
REMIC Administrator
will elect to treat the
segregated
pool of assets
consisting of the REMIC I
Regular
Interests as a REMIC for
federal income tax purposes,
and such
segregated
pool of assets will be designated as "REMIC II".
The Class R
Certificates
will
represent
the sole class of "residual
interests"
in REMIC II
for purposes of the
REMIC Provisions
under federal
income tax law. The following
table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate Principal Balance,
certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates
comprising the interests
representing
"regular
interests" in REMIC II.
The "latest possible maturity date" (determined for purposes
of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii)) for
each Class of REMIC II Regular Interests shall be the Distribution
Date immediately succeeding the 360th Distribution Date.
AGGREGATE INITIAL
PASS-THROUGH
CERTIFICATE
FINAL SCHEDULED
DESIGNATION
TYPE
RATE
PRINCIPAL BALANCE
DISTRIBUTION DATE
INITIAL RATINGS
MOODY'S
S&P
Class A-1(1)
Senior
Adjustable(2) (3)
$156,522,000
April 25, 2030
Aaa
AAA
Class A-2(1)
Senior
Adjustable(2) (3)
$56,123,000
June 25, 2033
Aaa
AAA
Class A-3(1)
Senior
Adjustable(2) (3)
$72,083,000
September 25, 2036
Aaa
AAA
Class A-4(1)
Senior
Adjustable(2) (3)
$26,872,000
December 25, 2036
Aaa
AAA
Class M-1S(1)
Mezzanine
Adjustable(2) (3)
$15,000,000
December 25, 2036
Aa1
AA+
Class M-2S(1)
Mezzanine
Adjustable(2) (3)
$13,200,000
December 25, 2036
Aa2
AA
Class M-3S(1)
Mezzanine
Adjustable(2) (3)
$7,800,000
December 25, 2036
Aa3
AA-
Class M-4(1)
Mezzanine
Adjustable(2) (3)
$7,000,000
December 25, 2036
A1
A+
Class M-5(1)
Mezzanine
Adjustable(2) (3)
$7,000,000
December 25, 2036
A2
A
Class M-6(1)
Mezzanine
Adjustable(2) (3)
$6,200,000
December 25, 2036
A3
A-
Class M-7(1)
Mezzanine
Adjustable(2) (3)
$6,200,000
December 25, 2036
Baa1
BBB+
Class M-8(1)
Mezzanine
Adjustable(2) (3)
$4,200,000
December 25, 2036
Baa2
BBB
Class M-9(1)
Mezzanine
Adjustable(2) (3)
$5,000,000
December 25, 2036
Baa#
BBB-
Class B
Subordinate
Adjustable(2) (3)
$4,400,000
December 25, 2036
Ba1
BB+
Class SB
Interest
Subordinate
Variable(4)
$12,400,128.87
N/A
N/R
N/R
Class R-I
Residual
N/A
N/A
N/A
N/R
N/R
Class R-II
Residual
N/A
N/A
N/A
N/R
N/R
(1)
The Class A Certificates, Class M Certificates and Class B
Certificates will represent
ownership of REMIC II Regular Interests together with certain
rights to payments to be made from
amounts received under the Swap Agreement, the payments on which
will be deemed made for federal
income tax purposes outside of REMIC II by the Holder of the Class
SB Certificates as the Owner of
the Swap Agreement.
(2)
The REMIC II Regular Interests, the ownership of which is
represented by the Class A
Certificates, Class M Certificates and Class B Certificates, will
accrue interest at a per annum rate
equal to LIBOR plus the applicable Margin, each subject to payment
caps as described in the
definition of "Pass-Through Rate" and the provisions for the
payment of Class A Basis Risk Shortfall
Carry-Forward Amounts, Class M Basis Risk Shortfall Carry-Forward
Amounts and Class B Basis Risk
Shortfall Carry-Forward Amounts herein, which payments will not be
part of the entitlement of the
REMIC II Regular Interests related to such Certificates.
(3)
The Class A Certificates, Class M Certificates and Class B
Certificates will also entitle
their holders to certain payments from the Holder of the Class SB
Certificates from amounts to which
the related REMIC II Regular Interest component is entitled, which
will not be a part of their
ownership of the REMIC II Regular Interests.
(4)
The Class SB Certificates will accrue interest as described in the
definition of Accrued
Certificate Interest.
The Class SB Certificates do not have a Certificate Principal
Balance.
The
Class SB Certificates will be comprised of two REMIC II regular
interests, a principal only regular
interest designated component SB-PO and an interest only regular
interest component designated as
SB-IO which will be entitled to distributions as set forth herein.
The REMIC regular interest SB-PO
shall have no entitlement to interest, and shall be entitled to
distributions of principal subject to
the terms and conditions hereof, in the aggregate amount equal to
the initial Overcollateralization
Amount pursuant to the terms and conditions hereof.
The rights of the Holder of the Class SB
Certificates to payments from the Swap Agreement shall be outside
and apart from its rights under the
REMIC II Regular Interests SB-IO and SB-PO.
The
Mortgage
Loans have an
aggregate
Cut-off Date
Principal
Balance
equal to
$400,000,128.87.
The Mortgage
Loans are
fixed-rate
and
adjustable-rate,
fully
amortizing,
first and junior lien mortgage
loans having terms to maturity at origination or
modification of generally not more than 30 years.
In
consideration
of the mutual
agreements
herein
contained,
the Depositor,
the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accrued Certificate Interest:
With respect to each Distribution Date and the Class A
Certificates,
Class M Certificates and
Class B
Certificates,
interest
accrued during the related
Interest
Accrual Period on the
Certificate
Principal
Balance
thereof
immediately prior to such Distribution Date at the related
Pass-Through Rate for that Distribution Date.
The
amount of
Accrued
Certificate
Interest
on each Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls on the Mortgage
Loans during the prior
calendar
month (to the extent not covered by Eligible
Master
Servicing
Compensation
pursuant
to
Section 3.16) and
by the amount of Relief Act
Shortfalls
on the
Mortgage
Loans
during the related Due
Period, in each case to the extent allocated to that Class of
Certificates
pursuant to Section 4.02(g).
Accrued Certificate
Interest
for each Class on any
Distribution
Date shall be further reduced by the interest portion of Realized
Losses allocated to any Class of
Certificates pursuant to Section 4.05.
With respect to each Distribution Date and the Class SB
Certificates,
interest accrued during the preceding
Interest Accrual
Period at the
related
Pass
Through
Rate for that
Distribution
Date on the
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 Eligible Master Servicing
Compensation pursuant
to Section 3.16 or by the Excess Cash Flow pursuant to clauses
(xvi) and (xvii) of Section
4.02(c) or by the Swap
Agreement
pursuant
to clauses (iii) and (iv) of Section 4.09(c).
In addition,
Accrued
Certificate
Interest with respect to each Distribution
Date, as
to the Class SB
Certificates,
shall be
reduced by an amount
equal to the
interest
portion of
Realized
Losses
allocated
to the
Overcollateralization
Amount
pursuant to Section 4.05
hereof.
Accrued
Certificate
Interest on the Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
shall
accrue on the basis of a 360-day
year and the
actual
number of days in the
related
Interest
Accrual
Period.
Accrued
Certificate
Interest
on the Class SB
Certificates
shall
accrue on the basis of a 360 day year
consisting of twelve 30 day months.
Adjusted
Mortgage
Rate:
With respect to any Mortgage
Loan and any date of
determination,
the Mortgage
Rate borne by the
related Mortgage Note, less the related Subservicing Fee Rate.
Adjustment
Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on
which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Advance:
With respect to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With respect to any Person,
any other Person
controlling,
controlled by or under common control with such first
Person. For the purposes of this definition,
"control" means the power to direct the management and policies of
such Person,
directly
or
indirectly,
whether
through the
ownership
of voting
securities,
by contract or
otherwise;
and the terms
"controlling"
and
"controlled" have meanings correlative to the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With respect to any
Distribution
Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding
Determination Date on account of (i) Liquidation
Proceeds,
Subsequent
Recoveries,
REO Proceeds,
Insurance 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,
Insurance
Proceeds,
REO Proceeds,
Subsequent
Recoveries and purchases of Mortgage Loans that the
Master
Servicer has deemed to have been received in the preceding month in
accordance with
Section 3.07(b)) and
(ii) payments
which
represent
early
receipt of scheduled
payments of principal
and
interest due on a date or dates
subsequent
to the Due Date in the
related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
one of the following:
(i) the lesser of (a) the
appraised value
of such
Mortgaged
Property based upon the appraisal
made at the time of the
origination
of the related
Mortgage Loan, and (b) the
sales price of the Mortgaged
Property at such time of origination,
(ii) in the case of a Mortgaged
Property securing a refinanced or
modified
Mortgage Loan, one of (1) the
appraised value based upon the appraisal made at the time of
origination of the loan which was
refinanced or modified,
(2) the
appraised value determined in an appraisal made at the time of
refinancing or modification or (3) the
sales price of the Mortgaged
Property,
or (iii) with
respect to the Mortgage
Loans for which a broker's price opinion was obtained,
the value contained in such opinion.
Assignment:
An assignment
of the
Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient
under the laws of the
jurisdiction
wherein the related
Mortgaged
Property is located to reflect of record the sale of the
Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice of transfer or equivalent
instrument may be in
the form of one or more
blanket
assignments
covering
Mortgages
secured by
Mortgaged
Properties
located in the same
county,
if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment
Agreement:
The Assignment and Assumption
Agreement,
dated the Closing Date, between Residential Funding and the
Depositor relating to the transfer and assignment of the Mortgage
Loans.
Assignment of Proprietary
Lease:
With respect to a Cooperative
Loan, the assignment of the related
Cooperative
Lease from
the Mortgagor to the originator of the Cooperative Loan.
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
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,
(v) any amount
deposited in the
Certificate
Account
pursuant to
Section 4.07
and any amounts
deposited in the Custodial
Account
pursuant to Section 9.01
and (vi) any amount
described in clauses (i) and (ii) of
Section 4.09(c),
reduced by (b) the sum as of the
close of business on the
immediately
preceding
Determination
Date of:
(w) any
payments or
collections
consisting
of prepayment
charges on the Mortgage Loans that were received during the related
Prepayment
Period,
(x) the Amount Held for Future
Distribution,
(y) amounts
permitted to be withdrawn by the Master Servicer from the Custodial
Account pursuant to clauses (ii)-(xi),
inclusive,
of
Section 3.10(a)
and
(z) any Net
Swap
Payments
owed to the
Swap
Counterparty
and
Swap
Termination
Payments
owed to the
Swap
Counterparty not due to Swap Counterparty Trigger Event for such
Distribution Date.
Balloon Loan:
Each of the Mortgage
Loans having an original
term to maturity that is shorter than the related
amortization
term.
Balloon
Payment:
With respect to any Balloon Loan, the related
Monthly
Payment payable on the stated maturity date of such
Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk
Shortfall:
Any Class A Basis Risk
Shortfall,
Class M Basis Risk Shortfall or Class B Basis Risk
Shortfall,
as
applicable.
Basis Risk
Shortfall
Carry-Forward
Amount:
Any
Class A
Basis Risk
Shortfall
Carry-Forward
Amount,
Class M Basis Risk
Shortfall Carry-Forward Amount or Class B Basis Risk Shortfall
Carry-Forward Amount, 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 States of
California,
New York,
Minnesota,
Illinois,
Texas or Michigan (and such other state or states in which the
Custodial
Account or the
Certificate Account are at the time located) are required or
authorized by law or executive order to be closed.
Call Rights:
As defined in Section 9.01(e).
Capitalization
Reimbursement
Amount:
With
respect
to any
Distribution
Date,
the
amount of
unreimbursed
Advances
or
Servicing
Advances that were added to the Stated Principal
Balance of the related Mortgage Loans during the preceding
calendar month
and reimbursed to the Master Servicer or Subservicer pursuant to
Section 3.10(a)(vii) on or prior to such Distribution Date.
Cash
Liquidation:
With respect to any
defaulted
Mortgage
Loan other than a Mortgage
Loan as to which an
REO Acquisition
occurred,
a determination by the Master Servicer that it has received all
Insurance Proceeds,
Liquidation Proceeds and other payments
or cash
recoveries
which the Master
Servicer
reasonably
and in good faith expects to be finally
recoverable
with respect to such
Mortgage Loan.
Certificate:
Any Class A Certificate, Class M Certificate, Class B Certificate,
Class SB Certificate or Class R Certificate.
Certificate
Account:
The
account or accounts
created and
maintained
pursuant
to
Section 4.01,
which shall be entitled
"U.S. Bank National Association as trustee, in trust for the
registered holders of Residential Asset Mortgage Products,
Inc., Mortgage
Asset-Backed
Pass-Through
Certificates,
Series 2006-EFC2" 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.
Certificate Owner: With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of such Certificate,
as
reflected on the books of an indirect
participating
brokerage
firm for which a
Depository
Participant
acts as agent,
if any, and
otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate
Principal Balance:
With respect to any Class A,
Class M or Class B
Certificate,
on any date of determination,
an amount equal to (i) the Initial
Certificate
Principal
Balance of such Certificate as specified on the face thereof minus
(ii) the
sum of (x) the aggregate of all amounts
previously
distributed with respect to such Certificate (or any predecessor
Certificate) and
applied to reduce the Certificate
Principal
Balance thereof
pursuant to
Section 4.02(c) and
4.02(d) and
(y) the
aggregate of all
reductions
in
Certificate
Principal
Balance
deemed to have
occurred in
connection
with
Realized
Losses which were
previously
allocated
to such
Certificate
(or any
predecessor
Certificate) pursuant
to
Section 4.05,
provided,
that
with
respect
to any
Distribution
Date,
the
Certificate
Principal
Balance of each class of Class A
Certificates
or Class M
Certificates
and Class B
Certificates to which a Realized Loss was previously
allocated and remains unreimbursed will be increased,
sequentially,
as follows:
first, the Class A Certificates on a pro rata basis, then the Class
M-1S,
Class M-2S,
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9 and Class B
Certificates,
in that
order,
to the extent of Realized
Losses
previously
allocated
thereto and remaining
unreimbursed,
but only to the extent of Subsequent
Recoveries
received during the previous calendar month and
available for distribution pursuant to Section 4.02(c)(xii).
Certificate
Register
and
Certificate
Registrar:
The
register
maintained
and
the
registrar
appointed
pursuant
to
Section 5.02.
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.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Basis Risk
Shortfall:
With respect to each Class of the Class A
Certificates
and any
Distribution
Date for which
the
Pass-Through
Rate for any
such
Class of
Certificates
is equal to the Net WAC Cap
Rate,
an
amount
equal to the
excess
of
(x) Accrued
Certificate
Interest on that Class of Certificates
on such
Distribution
Date,
calculated at a rate (not to exceed the
Maximum Mortgage Loan Rate) equal to LIBOR plus the related Class A
Margin,
as calculated for such
Distribution Date over (y) Accrued
Certificate Interest on such Class of Class A Certificates for such
Distribution Date calculated at the Net WAC Cap Rate.
Class A Basis Risk Shortfall
Carry-Forward
Amount:
With respect to each Class of Class A
Certificates and any Distribution
Date,
the sum of (a) the
aggregate
amount of Class A
Basis Risk
Shortfall
for such Class on such
Distribution
Date plus (b) any
Class A Basis Risk Shortfall
Carry-Forward
Amount for such Class remaining unpaid from the preceding
Distribution Date, plus (c) one
month's interest on the amount in
clause (b) (based
on the number of days in the preceding
Interest
Accrual Period),
to the extent
previously
unreimbursed
by the Excess Cash Flow
pursuant
to
Section 4.02(c)(xvii)
or amounts
received
under the Swap
Agreement
pursuant to Section 4.09(c)(v), at a rate equal to the related
Pass-Through Rate.
Class A Certificate:
Any one of the Class A-1, Class A-2, Class A-3 or Class A-4
Certificates.
Class A Interest
Distribution
Amount:
With respect to each Class of Class A
Certificates
and any
Distribution
Date, the
aggregate amount of Accrued Certificate
Interest to be distributed to the holders of each such Class of
Class A
Certificates for such
Distribution Date, plus any related Accrued Certificate Interest
thereon remaining unpaid from any prior Distribution Date.
Class A Margin:
With respect to the Class A-1
Certificates,
initially 0.060% per annum,
and on any Distribution Date on or
after the
second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.060%
per annum.
With
respect to the
Class A-2
Certificates,
initially 0.120% per annum,
and on any Distribution Date on or after the second
Distribution Date after the
first possible Optional
Termination Date,
0.120% per annum. With respect to the Class A-3
Certificates,
initially 0.160% per annum,
and on any Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination
Date,
0.320%
per annum. With respect to the Class A-4 Certificates,
initially 0.220% per annum, and on any Distribution Date on or
after the second
Distribution Date after the first possible Optional Termination
Date, 0.440% per annum.
Class A
Principal
Distribution
Amount:
With respect to any Distribution Date (i) prior to the Stepdown
Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the
excess,
if any,
of
(A) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
immediately
prior to that Distribution
Date over (B) the lesser of (x) the product of
(1) approximately
55.80% and (2) the
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
after
giving
effect
to
distributions
to be
made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class A-1
Certificate:
Any one of the Class A-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class A Basis
Risk
Shortfall
Carry-Forward
Amount from Excess Cash Flow,
the
Supplemental
Interest
Trust Account and the Swap Agreement to the
extent described herein.
Class A-2
Certificate:
Any one of the Class A-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class A Basis
Risk
Shortfall
Carry-Forward
Amount from Excess Cash Flow,
the
Supplemental
Interest
Trust Account and the Swap Agreement to the
extent described herein.
Class A-3
Certificate:
Any one of the Class A-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially in the form annexed hereto as Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class A Basis
Risk
Shortfall
Carry-Forward
Amount from Excess Cash Flow,
the
Supplemental
Interest
Trust Account and the Swap Agreement to the
extent described herein.
Class A-4
Certificate:
Any one of the Class A-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,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class A Basis
Risk
Shortfall
Carry-Forward
Amount from Excess Cash Flow,
the
Supplemental
Interest
Trust Account and the Swap Agreement to the
extent described herein.
Class B Basis Risk Shortfall:
With respect to the Class B Certificates and any
Distribution
Date for which the Pass-Through
Rate for any such Class of
Certificates
is equal to the Net WAC Cap Rate,
an amount
equal to the excess of (x) Accrued
Certificate
Interest on that Class of Certificates on such Distribution
Date,
calculated at a rate (not to exceed the Maximum Mortgage Loan Rate)
equal to LIBOR plus the related Class B Margin,
as calculated
for such
Distribution
Date over (y) Accrued
Certificate
Interest on
such Class of Certificates for such Distribution Date calculated at
the Net WAC Cap Rate.
Class B Basis Risk Shortfall
Carry-Forward
Amount:
With respect to the Class B Certificates and any Distribution
Date, the
sum of (a) the aggregate
amount of Class B Basis Risk
Shortfall for such Class on such
Distribution
Date plus (b) any Class B Basis
Risk
Shortfall
Carry-Forward
Amount for such Class
remaining
unpaid from the
preceding
Distribution
Date,
plus (c) one month's
interest on the amount in clause (b) (based on the number of days
in the preceding
Interest Accrual Period),
to the extent previously
unreimbursed
by the Excess Cash Flow pursuant to Section
4.02(c)(xviii)
or amounts
received
under the Swap
Agreement
pursuant to
Section 4.09(c)(v), at a rate equal to the related Pass-Through
Rate.
Class B
Certificate:
Any one of the Class B
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit C-1, C-2 or C-3, as provided
in Section 5.02(e)
hereof,
senior to the
Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in Section 4.05,
and evidencing (i) an interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC Provisions and (ii)
the right
to receive the Class B Basis Risk Shortfall
Carry-Forward
Amount from the Excess Cash Flow, the
Supplemental
Interest Trust Account
and the Swap Agreement to the extent described herein.
Class B Margin:
With respect to the Class B Certificates,
initially
2.250% per annum,
and on any
Distribution
Date on or
after the second Distribution Date after the first possible
Optional Termination Date, 3.375% per annum.
Class B Interest
Distribution
Amount:
With respect to the Class B
Certificates
and any
Distribution
Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class B Principal
Distribution
Amount:
With respect to any Distribution
Date (i) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution Date after distribution of the Class A Principal
Distribution Amount,
Sequential Class M Principal
Distribution Amount,
Class M-4 Principal
Distribution Amount, Class M-5 Principal
Distribution Amount, Class M-6 Principal
Distribution Amount, Class M-7
Principal
Distribution
Amount,
Class M-8 Principal
Distribution
Amount and Class M-9 Principal
Distribution
Amount or (ii) on or
after the Stepdown Date if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount,
Class M-5 Principal
Distribution
Amount, Class M-6 Principal
Distribution Amount, Class M-7 Principal
Distribution Amount,
Class M-8 Principal Distribution Amount and Class M-9 Principal
Distribution Amount;
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS,
Class M-2SS,
Class M-3SS,
Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8 and Class M-9
Certificates
(after
taking into
account
the payment of the Class A Principal
Distribution
Amount,
Sequential
Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount,
Class M-5 Principal
Distribution Amount, Class M-6 Principal
Distribution
Amount,
Class
M-7
Principal
Distribution
Amount,
Class
M-8
Principal
Distribution
Amount
and
Class
M-9
Principal
Distribution
Amount
for that
Distribution
Date) and (2) the
Certificate
Principal
Balance
of the Class B
Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the product of (1)
approximately
93.80% 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 the
Class M-1S,
Class M-2S,
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8
and Class M-9
Certificates
and any
Distribution
Date for which the
Pass-Through
Rate for any such Class of
Certificates
is equal to the Net WAC Cap Rate,
an amount
equal to the excess of
(x) Accrued
Certificate
Interest on that Class of
Certificates
on such
Distribution
Date
calculated at a rate (not to exceed the Maximum
Mortgage Loan Rate) equal to LIBOR plus the
related
Class M
Margin,
as calculated for such
Distribution
Date over
(y) Accrued
Certificate
Interest on such Class of Class M
Certificates for such Distribution Date calculated at the Net WAC
Cap Rate.
Class M
Basis Risk
Shortfall
Carry-Forward
Amount:
With respect to the
Class M-1S,
Class M-2S,
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8 and Class M-9 Certificates and any Distribution Date, the
sum of (a) the aggregate amount
of Class M Basis Risk Shortfall for each such Class on such
Distribution
Date plus (b) any Class M Basis Risk Shortfall
Carry-Forward
Amount for such
Classes
remaining
unpaid from the
preceding
Distribution
Date,
plus
(c) one
month's
interest on the amount in
clause (b) (based on the number of days in the preceding Interest
Accrual Period), to the extent previously
unreimbursed by the Excess
Cash Flow pursuant to
Section 4.02(c)(xvii)
or amounts received under the Swap Agreement
pursuant to Section
4.09(c)(v),
at a rate
equal to the related Pass-Through Rate.
Class M
Certificate:
Any
one of
the
Class M-1S,
Class M-2S,
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8 or Class M-9 Certificates.
Class M Margin:
With respect to the Class M-1S
Certificates,
initially 0.230% per annum, and on any Distribution Date on or
after the second
Distribution
Date after the first
possible
Optional
Termination
Date,
0.345%
per
annum.
With
respect to the
Class M-2S
Certificates,
initially 0.290% per annum, and on any Distribution Date on or
after the second
Distribution Date after the
first possible Optional
Termination Date, 0.435% per annum. With respect to the Class M-3S
Certificates,
initially 0.320% per annum,
and on any Distribution Date on or after the second
Distribution
Date after the first possible Optional
Termination Date, 0.480% per
annum.
With respect to the Class M-4
Certificates,
initially 0.360% per annum,
and on any Distribution
Date on or after the second
Distribution
Date after the first possible Optional
Termination
Date, 0.540% per annum. With respect to the Class M-5
Certificates,
initially 0.380% per annum, and on any Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination
Date, 0.570% per annum.
With respect to the Class M-6
Certificates,
initially 0.450% per annum, and on any Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination Date, 0.675% per annum. With respect to
the Class M-7
Certificates,
initially 0.820% per annum, and on any Distribution
Date on or after the second
Distribution Date after
the first possible
Optional
Termination
Date,
1.230% per annum.
With respect to the Class M-8
Certificates,
initially 1.280% per
annum,
and on any Distribution
Date on or after the second
Distribution
Date after the first possible
Optional
Termination
Date,
1.920% per annum.
With respect to the Class M-9
Certificates,
initially 2.200% per annum,
and on any Distribution
Date on or after
the second Distribution Date after the first possible Optional
Termination Date, 3.300% per annum.
Class M-1S
Certificate:
Any one of the Class M-1S
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form
annexed
hereto
as
Exhibit B,
senior to the
Class M-2S,
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9,
Class B,
Class SB
and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in
REMIC II for purposes of the REMIC Provisions and (ii) the right to
receive the Class M Basis Risk Shortfall
Carry-Forward Amount from
the Excess Cash Flow, the Supplemental Interest Trust Account and
the Swap Agreement to the extent described herein.
Class M-1S
Interest
Distribution
Amount:
With
respect to the
Class M-1S
Certificates
and any
Distribution
Date,
the
aggregate amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date, plus any
related Accrued Certificate Interest remaining unpaid from any
prior Distribution Date.
Class M-2S
Certificate:
Any one of the Class M-2S
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form
annexed
hereto
as
Exhibit B,
senior
to the
Class M-3S,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for
purposes of the REMIC Provisions
and (ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash
Flow, the Supplemental Interest Trust Account and the Swap
Agreement to the extent described herein.
Class M-2S
Interest
Distribution
Amount:
With
respect to the
Class M-2S
Certificates
and any
Distribution
Date,
the
aggregate amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date, plus any
related Accrued Certificate Interest remaining unpaid from any
prior Distribution Date.
Class M-3S
Certificate:
Any one of the Class M-3S
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8,
Class M-9,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized
Losses as set
forth
in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC Provisions
and
(ii) the
right to receive the Class M
Basis Risk
Shortfall
Carry-Forward
Amount from Excess Cash Flow,
the
Supplemental Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-3S
Interest
Distribution
Amount:
With
respect to the
Class M-3S
Certificates
and any
Distribution
Date,
the
aggregate amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date, plus any
related Accrued Certificate Interest remaining unpaid from any
prior Distribution Date.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-5,
Class M-6,
Class M-7, Class M-8, Class M-9,
Class B,
Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation
of Realized
Losses as set forth in
Section 4.05,
and evidencing (i) an interest designated as a "regular interest"
in REMIC II for purposes of the
REMIC Provisions
and
(ii) the
right to receive the Class M Basis Risk
Shortfall
Carry-Forward
Amount from the Excess Cash Flow and the Swap Agreement to
the extent described herein.
Class M-4 Interest
Distribution
Amount: With respect to the Class M-4
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount and Sequential Class M Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal Distribution Amount and Sequential Class M Principal
Distribution Amount; and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS, Class M-2SS and Class M-3SS Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount and Sequential Class M 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)
approximately
77.30% and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to distributions to be made
on that Distribution
Date, over the
Overcollateralization
Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-6,
Class M-7,
Class M-8,
Class M-9,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest designated as a "regular interest"
in REMIC II for purposes of the
REMIC Provisions
and (ii) the right
to receive the Class M Basis Risk Shortfall
Carry-Forward
Amount from Excess Cash Flow, the
Supplemental
Interest Trust Account and
the Swap Agreement to the extent described herein.
Class M-5 Interest
Distribution
Amount: With respect to the Class M-5
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount and Class M-4 Principal
Distribution
Amount or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution Date, the lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal Distribution Amount and Class M-4
Principal Distribution Amount;
and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS,
Class M-2SS,
Class M-3SS and Class M-4
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution Amount and 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)
approximately
80.80% and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-7,
Class M-8,
Class M-9, Class B, Class SB and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest designated as a "regular interest" in REMIC II for
purposes of the
REMIC Provisions
and (ii) the right to receive the
Class M
Basis Risk
Shortfall
Carry-Forward
Amount from Excess
Cash Flow,
the
Supplemental
Interest
Trust
Account and the Swap
Agreement to the extent described herein.
Class M-6 Interest
Distribution
Amount: With respect to the Class M-6
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount,
Class M-4 Principal
Distribution Amount and Class M-5 Principal
Distribution Amount or (ii) on or after the Stepdown Date if
a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal Distribution Amount, Class M-4
Principal Distribution Amount and
Class M-5 Principal Distribution Amount; and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS, Class M-2SS,
Class M-3SS,
Class M-4 and Class M-5 Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount,
Sequential Class M Principal Distribution Amount, Class M-4
Principal Distribution Amount and
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)
approximately
83.90% and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made
on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit B, senior to the Class M-8,
Class M-9,
Class B, Class SB and Class R
Certificates
with respect to
distributions
and the allocation of Realized Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class
M Basis Risk Shortfall Carry Forward Amount from the Excess Cash
Flow, the
Supplemental
Interest Trust Account and the Swap Agreement
to the extent described herein.
Class M-7 Interest
Distribution
Amount: With respect to the Class M-7
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-7
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount, Class M-5 Principal
Distribution Amount and Class M-6 Principal
Distribution Amount
or (ii) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount,
Class M-5 Principal Distribution Amount and Class M-6 Principal
Distribution Amount; and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS,
Class M-2SS,
Class M-3SS,
Class M-4, Class M-5 and Class M-6 Certificates
(after taking into account the payment of
the
Class
A
Principal
Distribution
Amount,
Sequential
Class
M
Principal
Distribution
Amount,
Class
M-4
Principal
Distribution
Amount,
Class
M-5
Principal
Distribution
Amount
and
Class
M-6
Principal
Distribution
Amount
for that
Distribution
Date)
and (2) the
Certificate
Principal
Balance
of the
Class M-7
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1)
approximately
87.00% and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-8
Certificate:
Any one of the Class M-8
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-9,
Class B,
Class SB and Class R Certificates
with respect to
distributions
and the allocation of Realized
Losses as set forth in
Section 4.05,
and evidencing
(i) an
interest
designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class M Basis
Risk Shortfall
Carry-Forward
Amount from the Excess Cash Flow, the Supplemental
Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-8 Interest
Distribution
Amount: With respect to the Class M-8
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-8
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount, Class M-5 Principal
Distribution Amount, Class M-6 Principal Distribution Amount and
Class
M-7
Principal
Distribution
Amount
or (ii) on or
after
the
Stepdown
Date if a
Trigger
Event is not in
effect
for that
Distribution Date, the lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount and Class M-7
Principal
Distribution
Amount; and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS,
Class M-2SS,
Class M-3SS,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificates
(after taking into account the
payment of the Class A Principal
Distribution Amount,
Sequential Class M Principal
Distribution Amount, Class M-4 Principal
Distribution
Amount,
Class
M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount
and Class M-7
Principal
Distribution
Amount
for that
Distribution
Date)
and (2) the
Certificate
Principal
Balance
of the Class M-8
Certificates
immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1)
approximately
89.10%
and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-9
Certificate:
Any one of the Class M-9
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B,
senior to the Class B
Certificates,
Class SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest designated as a "regular interest" in REMIC II for
purposes of the
REMIC Provisions
and (ii) the right to receive the
Class M
Basis Risk
Shortfall
Carry-Forward
Amount from Excess
Cash Flow,
the
Supplemental
Interest
Trust
Account and the Swap
Agreement to the extent described herein.
Class M-9 Interest
Distribution
Amount: With respect to the Class M-9
Certificates and any Distribution Date, the aggregate
amount of Accrued
Certificate
Interest to be distributed to the holders of such Class for such
Distribution
Date,
plus any related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-9
Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution
Date after
distribution of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount,
Class M-4 Principal
Distribution Amount,
Class M-5 Principal
Distribution Amount, Class M-6 Principal
Distribution Amount,
Class M-7
Principal
Distribution
Amount
and Class M-8
Principal
Distribution
Amount or (ii) on or after the
Stepdown
Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
Sequential Class M Principal
Distribution
Amount, Class M-4 Principal
Distribution Amount,
Class M-5 Principal
Distribution
Amount, Class M-6 Principal
Distribution
Amount, Class M-7 Principal
Distribution Amount
and Class M-8 Principal Distribution Amount; and
(ii) the excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A, Class
M-1SS,
Class M-2SS,
Class M-3SS,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates
(after taking into
account the payment of the Class A Principal
Distribution
Amount,
Sequential Class M Principal
Distribution
Amount, Class
M-4 Principal
Distribution
Amount, Class M-5 Principal
Distribution Amount, Class M-6 Principal
Distribution Amount, Class
M-7
Principal
Distribution
Amount
and Class M-8
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-9 Certificates
immediately prior to that Distribution Date over (B) the lesser
of (x) the product of (1)
approximately
91.60% and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after
giving effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date, over the
Overcollateralization Floor.
Class R Certificates:
Collectively, the Class R-I Certificates and the Class R-II
Certificates.
Class R-I
Certificate:
Any one of the Class R-I
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in
REMIC I for purposes of the REMIC Provisions.
Class R-II
Certificate:
Any one of the Class R-II
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit E and
evidencing an interest
designated as a "residual
interest" in
REMIC II for purposes of the REMIC Provisions.
Class 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 D,
subordinate to the Class A
Certificates,
Class M
Certificates and
Class B
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
an interest
comprised of "regular
interests"
in REMIC II,
together
with certain
rights to payments
under the Swap
Agreement for
purposes of the REMIC Provisions.
Clearing System Certificate:
As defined in Section 5.02(e) and substantially in the form of
Exhibit W- hereto.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
November 29, 2006.
Code:
The Internal Revenue Code of 1986, as amended.
Commission:
The Securities and Exchange Commission.
Cooperative:
A
private,
cooperative
housing
corporation
which
owns or
leases
land
and all or part of a
building
or
buildings,
including
apartments,
spaces
used for
commercial
purposes
and
common
areas
therein
and whose
board of
directors
authorizes, among other things, the sale of Cooperative Stock.
Cooperative
Apartment:
A
dwelling
unit in a
multi-dwelling
building
owned or leased by a
Cooperative,
which
unit the
Mortgagor has an exclusive right to occupy pursuant to the terms of
a proprietary lease or occupancy agreement.
Cooperative
Lease:
With respect to a Cooperative
Loan,
the
proprietary
lease or occupancy
agreement with respect to the
Cooperative
Apartment
occupied by the Mortgagor and relating to the related
Cooperative
Stock,
which lease or agreement confers an
exclusive right to the holder of such Cooperative Stock to occupy
such apartment.
Cooperative
Loans:
Any of the Mortgage
Loans made in respect of a Cooperative
Apartment,
evidenced by a Mortgage Note and
secured by (i) a Security
Agreement,
(ii) the related
Cooperative Stock Certificate,
(iii) an
assignment of the Cooperative Lease,
(iv) financing
statements and (v) a stock power (or other similar instrument),
and ancillary thereto, a recognition agreement between
the
Cooperative and the originator of the
Cooperative
Loan,
each of which was
transferred and assigned to the Trustee
pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative
Stock: With respect to a Cooperative Loan, the single outstanding
class of stock,
partnership
interest or other
ownership instrument in the related Cooperative.
Cooperative Stock
Certificate:
With respect to a Cooperative Loan, the stock certificate or other
instrument
evidencing the
related Cooperative Stock.
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,
Attention: Structured Finance/RAMP Series
2006-EFC2.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The
custodial
account or accounts
created and
maintained
pursuant to
Section 3.07
in the name of a
depository
institution,
as custodian
for the holders of the
Certificates,
for the holders of certain
other
interests in mortgage
loans serviced or sold by the Master Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be
deposited directly. Any such account or accounts shall be an
Eligible Account.
Custodial
Agreement:
An
agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a
Custodian in substantially the form of Exhibit F hereto.
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:
November 1, 2006.
Cut-off Date Balance:
$406,572,807.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof at the Cut-off Date
after giving effect to all
installments
of principal due on or prior thereto (or due during the month of
the Cut-off
Date),
whether
or not received.
Debt Service
Reduction:
With respect to any Mortgage
Loan, a reduction in the scheduled
Monthly
Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such
a reduction
constituting a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Defaulting Party:
As defined in the Swap Agreement.
Deficient
Valuation:
With respect to any Mortgage
Loan, a valuation by a court of competent
jurisdiction
of the Mortgaged
Property
in an amount
less than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any
reduction
in the
amount of
principal to be paid in connection with any scheduled
Monthly
Payment that
constitutes a permanent
forgiveness of principal,
which
valuation or reduction results from a proceeding under the
Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted Mortgage Loan:
A Mortgage Loan replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Delinquent:
As used herein,
a Mortgage
Loan is
considered
to be: "30 to 59 days" or "30 or more days"
delinquent
when a
payment due on any
scheduled due date remains
unpaid as of the close of business on the next
following
monthly
scheduled due date;
"60 to 89 days" or "60 or more
days"
delinquent
when a
payment
due on any
scheduled
due date
remains
unpaid as of the close of
business on the second
following
monthly
scheduled due date; and so on. The
determination
as to whether a Mortgage Loan falls into
these
categories
is made as of the close of business on the last
business
day of each month.
For example,
a Mortgage
Loan with a
payment
due on July 1 that
remained
unpaid as of the close of
business
on August 31 would then be
considered
to be 30 to 59 days
delinquent.
Delinquency
information
as of the
Cut-off
Date is
determined
and
prepared
as of the close of
business on the last
business day immediately prior to the Cut-off Date.
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.
Destroyed Mortgage Note:
A Mortgage Note the original of which was permanently lost or
destroyed and has not been replaced.
Determination
Date:
With
respect to any
Distribution
Date,
the 20th day (or if such 20th day is not a Business
Day, the
Business Day immediately following such 20th day) of the month of
the related Distribution Date.
Disqualified
Organization:
Any organization defined as a "disqualified
organization" under
Section 860E(e)(5) of the Code,
which
includes any of the
following:
(i) the
United States,
any State or political
subdivision
thereof,
any
possession
of the
United States,
or any agency or instrumentality
of any of the foregoing (other than an instrumentality
which is a corporation if all
of its
activities
are
subject to tax and,
except for
Freddie
Mac, a majority of its board of
directors
is not
selected by such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any agency or
instrumentality
of any of the
foregoing,
(iii) any
organization
(other than certain
farmers'
cooperatives
described in Section 521 of the Code) which is exempt
from the tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on unrelated
business
taxable
income) and
(iv) rural
electric
and
telephone
cooperatives
described
in
Section 1381(a)(2)(C) of
the
Code.
A
Disqualified
Organization
also
includes
any
"electing
large
partnership,"
as defined in
Section 775(a) of
the Code and any other
Person so
designated by the Trustee based upon an Opinion of Counsel that the
holding of an Ownership
Interest in a Class R
Certificate by such
Person may cause any REMIC or any Person having an Ownership
Interest in any Class of Certificates
(other than such Person) to
incur
a liability
for any
federal
tax imposed
under the Code that would not
otherwise
be imposed but for the
Transfer of an
Ownership
Interest in a Class R Certificate to such Person. The terms
"United States",
"State" and "international
organization" shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution
Date: The 25th day of any month beginning in the month
immediately
following the month of the initial issuance
of the Certificates or, if such 25th day is not a Business Day, the
Business Day immediately following such 25th day.
DTC Letter:
The Letter of
Representations,
dated November 29, 2006,
between the Trustee,
on behalf of the Trust Fund, 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 lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by
such Rating Agency).
Eligible
Master
Servicing
Compensation:
With respect to any
Distribution
Date,
an amount equal to
Prepayment
Interest
Shortfalls
resulting from Principal
Prepayments in Full or Curtailments
during the related
Prepayment Period, but not more than the
lesser of
(a) one-twelfth
of 0.125% of the Stated Principal
Balance of the Mortgage Loans
immediately
preceding such
Distribution
Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial
Account and the
Certificate
Account
and amounts payable to the
Certificateholders
with respect to such Distribution
Date and servicing
compensation to which the Master
Servicer
may be entitled
pursuant to
Section 3.10(a)(v) and
(vi) provided
that for purposes of this
definition
the amount of the
Servicing
Fee will not be reduced
pursuant
to
Section 7.02(a) except
as may be
required
pursuant
to the last
sentence
of such
Section 7.02(a).
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Bank, S.A./NA, as operator of The Euroclear System.
Event of Default:
As defined in Section 7.01.
Excess
Cash Flow:
With
respect to the
Mortgage
Loans and any
Distribution
Date,
an amount
equal to the sum of (A) the
excess of (1) the
Available
Distribution
Amount (other than the portion of the
Available
Distribution
Amount
described in clause
(a)(vi) of the
definition
of
Available
Distribution
Amount)
for that
Distribution
Date over
(2) the
sum of
(x) the
Interest
Distribution
Amount for that Distribution Date and (y) the lesser of (i) the
aggregate
Certificate
Principal Balance of the Class A
Certificates,
Class M
Certificates
and Class B
Certificates
immediately
prior to such
Distribution
Date and (ii) the
Principal
Remittance
Amount
for that
Distribution
Date to the
extent
not used to pay
interest
on the
Class A
Certificates
and
Class M
Certificates on such Distribution Date and (B) the
Overcollateralization Reduction Amount, if any, for that
Distribution Date.
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a) the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount for such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Exchange Date: As defined in Section 5.02(e)(ii).
Fannie Mae:
Fannie Mae, a federally
chartered
and privately
owned
corporation
organized
and existing
under the Federal
National Mortgage Association Charter Act, or any successor
thereto.
FDIC:
The Federal Deposit Insurance Corporation or any successor thereto.
FHA:
The Federal Housing Administration, or its successor.
Final Certification:
As defined in Section 2.02.
Final
Distribution
Date: The Distribution
Date on which the final
distribution in respect of the Certificates will be made
pursuant
to
Section 9.01,
which Final
Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period
described in Section 9.02.
Final
Scheduled
Distribution
Date:
Solely for purposes of the face of the
Certificates,
as follows:
with respect to the
Class A-1
Certificates,
the Distribution
Date in April 2030; with respect to the Class A-2
Certificates,
the Distribution
Date in
June 2033; with respect to each of the Class A-3
Certificates,
the
Distribution
Date in September 2036; with respect to each of the
Class A-4 Certificates,
the Distribution Date in December 2036; with respect to the Class
M-1S Certificates,
the Distribution Date in
December 2036;
with respect to the Class M-2S
Certificates,
the
Distribution
Date in December 2036; with respect to the Class M-3S
Certificates,
the Distribution
Date in December 2036; with respect to the Class M-4
Certificates,
the Distribution Date in December
2036; with respect to the Class M-5
Certificates,
the Distribution Date in December 2036; with respect to the Class
M-6 Certificates,
the
Distribution
Date in December 2036;
with respect to the Class M-7
Certificates,
the
Distribution
Date in December 2036; with
respect to the
Class M-8
Certificates,
the
Distribution
Date in
December 2036;
with respect to the Class M-9
Certificates,
the
Distribution
Date in
December 2036;
with respect to the Class B
Certificates,
the
Distribution
Date in
December 2036;
and with
respect to the Class SB
Certificates,
the Distribution
Date in December 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.
Fixed Swap Payment:
With respect to any Distribution
Date on or prior to the
Distribution
Date in November 2011, an amount
equal to the product of (x) a fixed rate equal to 5.15% per annum,
(y) the Swap Agreement
Notional Balance for that Distribution Date
and (z) a
fraction,
the numerator of which is equal to the number of days in the
related
calculation
period as provided in the Swap
Agreement,
the number of days to be calculated on the basis of a year of 360
days with 12 30-day months,
and the denominator of which
is 360.
Floating
Swap
Payment:
With respect to any
Distribution
Date on or prior to the
Distribution
Date in November
2011, an
amount equal to the product of (x) Swap LIBOR,
(y) the Swap Agreement
Notional Balance for that Distribution Date and (z) a fraction,
the
numerator
of which is equal to the number of days in the related
calculation
period as provided in the
Swap Agreement
and the
denominator of which is 360.
Foreclosure
Profits:
With respect to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess,
if any,
of
Liquidation
Proceeds,
Insurance
Proceeds
and
REO Proceeds
(net of all
amounts
reimbursable
therefrom
pursuant to
Section 3.10(a)(ii)) in
respect of each Mortgage Loan or REO Property for which a Cash
Liquidation or REO Disposition
occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property
(determined,
in the case
of an
REO Disposition,
in
accordance
with
Section 3.14) plus
accrued
and unpaid
interest
at the
Mortgage
Rate on such unpaid
principal
balance from the Due Date to which
interest
was last paid by the
Mortgagor
to the first day of the month
following
the
month in which such Cash Liquidation or REO Disposition occurred.
Freddie Mac:
The Federal
Home Loan
Mortgage
Corporation,
a corporate
instrumentality
of the
United States
created and
existing under Title III of the Emergency Home Finance Act of 1970,
as amended, or any successor thereto.
Gross Margin:
With respect to each
adjustable
rate Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage
Note and indicated in Exhibit G
hereto as the "NOTE MARGIN," which
percentage is added to the related Index on each
Adjustment
Date
to determine
(subject to rounding in accordance
with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the next Adjustment Date.
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.
Initial
Purchaser:
Residential
Funding
Securities,
LLC, as initial purchaser of the Class B Certificates and the Class
SB
Certificates.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other
related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee
under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released
to the Mortgagor in accordance with the procedures
that the Master Servicer would follow in servicing
mortgage loans held for its own
account.
Interest Accrual Period:
With respect to the Class A Certificates,
Class M Certificates
and Class B Certificates,
(i) with
respect to the
Distribution
Date in December
2006,
the period
commencing
on the Closing Date and ending on the day
preceding the
Distribution
Date in December 2006, and (ii) with
respect to any Distribution
Date after the Distribution Date in December 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. With respect to the Class SB
Certificates and any
Distribution
Date, the prior
calendar month.
Interest Distribution Amount: The sum of the Class A, Class M-1S,
Class M-2S,
Class M-3S,
Class M-4,
Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9 and Class B Interest Distribution
Amounts.
Interested
Person: As of any date of
determination,
the Depositor,
the Master Servicer,
the Trustee,
any Mortgagor,
any
Manager of a Mortgaged Property, or any Person known to a
Responsible Officer of the Trustee to be an Affiliate of any of
them.
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 to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Liquidation
Proceeds:
Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking
of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation
or in connection with the liquidation of a
defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio:
As of any date,
the
fraction,
expressed
as a
percentage,
the
numerator
of which is the
current
principal
balance of the related
Mortgage Loan at the date of
determination
(plus,
in the case of a junior lien Mortgage Loan, the
principal
balance of the Senior Mortgage Loan on the Related
Mortgaged
Property) and the denominator of which is the Appraised Value
of the related Mortgaged Property.
Marker Rate: With respect to the Class SB
Certificates or the REMIC II Regular
Interest SB-IO and any
Distribution
Date, a
per annum rate equal to two
(2) multiplied by the weighted average of the Uncertificated
REMIC I
Pass-Through Rates for each REMIC I
Regular
Interest
(other than the REMIC I
Regular
Interest
AA) with the rates on each such
REMIC I
Regular
Interest
(other than
REMIC I Regular
Interest
ZZ) subject to a cap equal to the
Pass-Through
Rate for the
corresponding
Class for such REMIC I Regular
Interest, and the rate on REMIC I Regular Interest ZZ subject to a
cap of zero, in each case for purposes of this calculation.
Maturity
Date:
With
respect to each Class of
Certificates
representing
ownership of regular
interest or
Uncertificated
Regular
Interests
issued
by
each
of
REMIC I
and
REMIC II
the
latest
possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii) of
the Treasury Regulations, by which the Certificate Principal
Balance of each such Class of Certificates
representing
a
regular
interest
in the Trust
Fund
would be
reduced
to zero,
which is,
for each
such
regular
interest,
the
Distribution
Date in
December 2036,
which is the
Distribution
Date
occurring in the month
following the last
scheduled
monthly
payment of the Mortgage Loans.
Maximum
Mortgage Loan Rate: With respect to the Class A,
Class M and Class B
Certificates
and any Interest Accrual Period,
14.00% per annum.
Maximum
Mortgage
Rate:
With respect to any adjustable
rate Mortgage
Loan,
the rate indicated in Exhibit G
hereto as the
"NOTE
CEILING,"
which rate is the maximum
interest
rate that may be applicable
to such
adjustable
rate Mortgage Loan at any time
during the life of such Mortgage Loan.
Maximum Net Mortgage
Rate:
With respect to any
adjustable
rate
Mortgage Loan and any date of
determination,
the Maximum
Mortgage Rate minus the sum of (i) the Subservicing Fee Rate and
(ii) the Servicing Fee Rate.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and existing under the laws of the State of
Delaware, or any successor thereto.
MERS(R)System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Minimum
Mortgage
Rate:
With respect to any
adjustable
rate Mortgage Loan, the greater of (i) the Note Margin and (ii) the
rate
indicated in Exhibit G
hereto as the "NOTE FLOOR",
which rate may be applicable
to such
adjustable
rate Mortgage Loan at any
time during the life of such adjustable rate Mortgage Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Mortgage
Rate:
With respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Mortgage
Rate, minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan was reduced.
Modified
Net
Mortgage
Rate:
With respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Net
Mortgage Rate, minus the rate per annum by which the Mortgage Rate
on such Mortgage Loan was reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage
Loan,
solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at
the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including
any
REO Property) and
the Due Date in any Due Period,
the
payment of principal
and interest due thereon in accordance
with the
amortization
schedule at the time
applicable
thereto
(after
adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but before any adjustment to such
amortization
schedule by reason of any
bankruptcy,
other than a Deficient
Valuation,
or similar
proceeding
or any
moratorium or
similar
waiver or grace period and before any
Servicing
Modification
that
constitutes
a reduction
of the
interest
rate on such
Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successor in interest.
Mortgage:
With respect to each Mortgage Note related to a Mortgage
Loan,
the
mortgage,
deed of trust or other
comparable
instrument creating a first or junior lien on an estate in fee
simple or leasehold interest in real property securing a Mortgage
Note.
Mortgage File:
The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage
Loan
Schedule:
The lists of the
Mortgage
Loans
attached
hereto as
Exhibit G
(as amended from time to time to
reflect the addition of Qualified
Substitute
Mortgage Loans),
which lists shall set forth at a minimum the following
information as
to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii)
the maturity of the Mortgage Note ("MATURITY DATE" or "MATURITY
DT") for Mortgage Loans;
(iv)
the Mortgage Rate as of origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date for an adjustable rate
Mortgage Loan ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the scheduled
monthly
payment of principal,
if any, and interest as of the Cut-off Date ("ORIGINAL P & I"
or "CURRENT P & I" for the adjustable rate Mortgage Loans);
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T",
"BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a
second or vacation residence (the absence of any such code means
the Mortgage Loan is secured by a primary residence);
(xi)
a code "N" under the column
"OCCP
CODE",
indicating
that the
Mortgage
Loan is
secured by a
non-owner
occupied residence (the absence of any such code means the Mortgage
Loan is secured by an owner occupied residence);
(xii)
the Maximum Mortgage Rate for the adjustable rate Mortgage Loans
("NOTE CEILING");
(xiii)
the Maximum Net Mortgage Rate for the adjustable rate Mortgage
Loans ("NET CEILING");
(xiv)
the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv)
the first Adjustment Date after the Cut-off Date for the adjustable
rate Mortgage Loans ("NXT INT CHG DT");
(xvi)
the Periodic Cap for the adjustable rate Mortgage Loans ("PERIODIC
DECR" or "PERIODIC INCR"); and
(xvii)
(the rounding of the
semi-annual
or annual
adjustment to the Mortgage Rate with respect to the adjustable
rate Mortgage Loans ("NOTE METHOD").
Such schedules may consist of multiple reports that collectively
set forth all of the information required.
Mortgage Loans:
Such of the mortgage loans
transferred and assigned to the Trustee
pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund,
the Mortgage Loans
originally so held being identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage Loans held or deemed held as part of the
Trust Fund
including,
without
limitation,
(i) with
respect to each
Cooperative
Loan, the related
Mortgage Note,
Security
Agreement,
Assignment of Proprietary
Lease,
Cooperative Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect
to each
Mortgage
Loan
other than a
Cooperative
Loan,
each
related
Mortgage
Note,
Mortgage
and
Mortgage
File and all rights
appertaining thereto.
Mortgage Note:
The originally
executed note or other evidence of
indebtedness
evidencing the
indebtedness
of a Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate:
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 Exhibit G,
except in the case of the adjustable
rate Mortgage Loans
indicated by an "X" on
Exhibit G
or hereto
under the
heading
"NOTE
METHOD"),
of the
related
Index plus the Note
Margin,
in each case
subject to the
applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage
Rate.
Mortgaged
Property:
The
underlying
real
property
securing a Mortgage Loan or, with respect to a
Cooperative
Loan,
the
related Cooperative Lease and Cooperative Stock.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage
Rate for such
Mortgage
Loan as of such date
minus the sum of
(i) the
related
Servicing
Fee Rate and
(ii) the
related
Subservicing Fee Rate.
Net Swap
Payment:
With respect to each
Distribution
Date, the net payment required to be made pursuant to the terms of
the
Swap Agreement
by either the
Swap Counterparty
or the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest
Trust, which net payment shall not take into account any Swap
Termination Payment.
Net WAC Cap Rate: With respect to any
Distribution
Date and the Class A, Class M and Class B Certificates,
a per annum rate
(which will not be less than zero) equal to the excess,
if any, of (I),
the product of (A) the
weighted
average of the Net Mortgage
Rates (or, if
applicable,
the Modified
Net Mortgage
Rates) of
the
Mortgage
Loans using the Net Mortgage
Rates in effect for the
Monthly Payments due on such Mortgage Loans during the related Due
Period and (B) a fraction
expressed as a percentage,
the numerator
of which is 30 and the
denominator
of which is the
actual
number of days in the
related
Interest
Accrual
Period,
over (II) the
product of (A) a fraction
expressed as a percentage,
the numerator of which is any Net Swap Payments owed to the Swap
Counterparty or
Swap Termination
Payment not due to a Swap
Counterparty
Trigger Event owed to the Swap Counterparty as of such Distribution
Date and
the
denominator of which is the aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to
distributions
of
principal to be made on such
Distribution
Date and (B) a fraction
expressed as a
percentage,
the numerator of which is 360 and the
denominator of which is the actual number of days in the related
Interest
Accrual Period.
For federal income tax purposes,
however,
with
respect
to any
Distribution
Date and the REMIC II Regular
Interests
the
ownership
of which is
represented
by the Class A
Certificates,
Class M Certificates
and Class B
Certificates,
a per annum rate equal to the weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates for the REMIC I Regular Interests,
weighted on the basis of the Uncertificated
Principal Balance of each
such REMIC I Regular Interest
immediately prior to such
Distribution
Date,
multiplied by a fraction,
the numerator of which is 30,
and the denominator of which is the actual number of days in the
related Interest Accrual Period.
Non-Primary
Residence
Loans:
The Mortgage
Loans
designated as secured by second or vacation
residences,
or by non-owner
occupied residences, on the Mortgage Loan Schedule.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously made or proposed to be made by the Master Servicer or
Subservicer in respect
of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment of the Master
Servicer,
will not, or, in
the case of a proposed Advance,
would not, be ultimately
recoverable by the Master Servicer from related Late Collections,
Insurance
Proceeds,
Liquidation
Proceeds or
REO Proceeds.
To the extent
that any
Mortgagor
is not
obligated
under the
related
Mortgage
documents to pay or reimburse any portion of any Servicing
Advances that are outstanding
with respect to the related Mortgage Loan as
a result of a
modification
of such
Mortgage
Loan by the Master
Servicer,
which
forgives
amounts
which the Master
Servicer
or
Subservicer had previously
advanced,
and the Master Servicer
determines
that no other source of payment or
reimbursement
for such
advances is available to it, such Servicing
Advances shall be deemed to be
Nonrecoverable
Advances.
The determination by the Master
Servicer that it has made a
Nonrecoverable
Advance shall be evidenced by an Officer's
Certificate
delivered to the
Depositor,
the
Trustee and the Master Servicer
setting forth such
determination,
which shall include any other
information or reports
obtained by
the Master Servicer such as property operating statements,
rent rolls, property inspection reports and engineering reports,
which may
support such
determinations.
Notwithstanding
the above,
the Trustee shall be entitled to rely upon any
determination by the Master
Servicer that any Advance
previously
made is a
Nonrecoverable
Advance or that any proposed
Advance,
if made,
would
constitute a
Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan:
Any Mortgage Loan that, at the time of reference
thereto,
is not subject to a
Subservicing
Agreement.
Note Margin:
With respect to each
adjustable
rate Mortgage
Loan, the fixed
percentage
set forth in the related
Mortgage
Note and
indicated in
Exhibit G
hereto as the "NOTE
MARGIN,"
which
percentage
is added to the Index on each
Adjustment
Date to
determine
(subject to rounding in accordance
with the related
Mortgage
Note,
the Periodic
Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
adjustable rate Mortgage Loan until the next Adjustment Date.
Notional Amount:
With respect to the Class SB Certificates, $400,000,129.
Officer's
Certificate:
A certificate
signed by the Chairman of the Board, the President,
a Vice President,
Assistant Vice
President,
Director,
Managing
Director,
the
Treasurer,
the
Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the
Depositor or the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel:
A written opinion of counsel
acceptable to the Trustee and the Master
Servicer,
who may be counsel for
the
Depositor
or the Master
Servicer,
provided
that any opinion of counsel
(i) referred
to in the
definition
of
"Disqualified
Organization"
or (ii) relating to the
qualification
of REMIC I or REMIC II as REMICs or compliance with the
REMIC Provisions
must,
unless otherwise specified, be an opinion of Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or after which the Stated
Principal
Balance (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,
Class M Certificates and Class B Certificates as of such
date, before taking into account distributions of principal to be
made on that Distribution Date.
Overcollateralization Floor:
An amount equal to the product of 0.50% and the Cut-off Date
Balance.
Overcollateralization
Increase
Amount:
With
respect to any
Distribution
Date,
an amount
equal to the lesser of (i) the
Excess Cash Flow for that
Distribution Date available to make payments
pursuant to
Section 4.02(c)(xv) and
(ii) the excess, if any,
of (x) the
Required
Overcollateralization
Amount
for that
Distribution
Date over
(y) the
Overcollateralization
Amount for that
Distribution Date.
Overcollateralization
Reduction
Amount:
With respect to any
Distribution
Date for which the Excess
Overcollateralization
Amount is, or would be, after taking into account all other
distributions to be made on such Distribution
Date, greater than zero, an
amount
equal to the
lesser
of
(i) the
Excess
Overcollateralization
Amount
for that
Distribution
Date and
(ii) the
Principal
Remittance Amount for such Distribution Date.
Ownership
Interest:
With respect to any Certificate,
any ownership or security interest in such Certificate,
including any
interest in such
Certificate as the Holder thereof and any other interest
therein,
whether direct or indirect,
legal or beneficial,
as owner or as pledgee.
Pass-Through
Rate: With respect to the Class A
Certificates
and each Interest Accrual Period, a per annum rate equal to the
least of (i) LIBOR plus the related
Class A Margin,
(ii) the Maximum
Mortgage Loan Rate and (iii) the Net WAC Cap Rate. With respect
to the Class M
Certificates
and each
Interest
Accrual
Period,
a per annum
rate equal to the least of (i) LIBOR
plus the related
Class M Margin,
(ii) the Maximum
Mortgage Loan Rate and (iii) the Net WAC Cap Rate. With respect to
the Class B Certificates and each
Interest
Accrual
Period,
a per annum rate equal to the least of (i) LIBOR plus the Class B
Margin,
(ii) the Maximum
Mortgage
Loan
Rate and (iii) the Net WAC Cap Rate.
With respect to the Class SB
Certificates
or the REMIC II
Regular
Interest SB-IO, a per annum rate equal to the percentage
equivalent
of a
fraction,
the
numerator
of which
is
(x) the
sum,
for each
REMIC I
Regular
Interest,
of the
excess
of the
Uncertificated
REMIC I
Pass-Through
Rate for such REMIC I Regular Interest over the Marker Rate,
applied to a notional amount equal
to the
Uncertificated
Principal
Balance
of the
applicable
REMIC
Regular
Interest
and
the
denominator
of
which
is
(y) the
Uncertificated Notional Amount.
Paying Agent:
U.S. Bank National Association, or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With
respect to any
Class A,
Class M or Class B
Certificate,
the
undivided
percentage
ownership
interest in the related
Class
evidenced
by such
Certificate,
which
percentage
ownership
interest
shall be equal to the Initial
Certificate
Principal
Balance thereof divided by the aggregate
Initial
Certificate
Principal Balance of all of the Certificates of
the same Class.
The
Percentage
Interest with respect to a Class SB
Certificate or Class R
Certificate
shall be stated on the face
thereof.
Periodic
Cap:
With respect to each
adjustable
rate
Mortgage
Loan,
the periodic rate cap that limits the increase or the
decrease of the related Mortgage Rate on any Adjustment Date
pursuant to the terms of the related Mortgage Note.
Permanent
Regulation S Global Offered Certificate:
Any one of the Class B Certificates
substantially in the form of Exhibit
C-3 hereto or any one of the Class SB
Certificates
substantially
in the form of Exhibit D-3 hereto,
and, in both cases,
more fully
described in Section 5.02(e) hereof.
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 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.
Pool Stated Principal
Balance:
With respect to any date of determination,
the aggregate of the Stated Principal Balances of
each Mortgage Loan that was an Outstanding
Mortgage Loan on the Due Date
immediately
preceding the Due Period preceding such date of
determination.
Posted
Collateral
Account:
The separate
account
created and maintained by the
Supplemental
Interest
Trust Trustee,
on
behalf of the Supplemental Interest Trust, pursuant to Section
4.10(e).
Premium Account:
The separate account created and maintained by the Trustee pursuant
to Section 4.11(b).
Premium
Amount:
With
respect
to any
Mortgage
Loan
required
to be or
otherwise
purchased
on any
date
pursuant
to
Section 2.04
as a result of a breach of the
representation
and warranty
set forth in clause (ee) of the
Assignment
Agreement,
an
amount equal to the product of (x) the
premium amount
percentage set forth on Exhibit AA for such date of purchase and
(y) the Stated
Principal Balance of such Mortgage Loan.
Prepayment
Assumption:
With respect to the Class A,
Class M and Class B Certificates,
the prepayment assumption to be used
for
determining
the accrual of original issue discount and premium and market
discount on such
Certificates
for federal income tax
purposes,
which assumes a prepayment rate of 20% HEP with respect to the
fixed-rate
Mortgage Loans,
and 100% PPC with respect to the
adjustable-rate Mortgage Loans.
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 Exhibit G
with the exception of either code "23" or "96" under the column "MI
CO CODE".
Principal
Distribution
Amount:
With respect to any
Distribution
Date, the lesser of (a) the
excess of (i) the
Available
Distribution Amount over (ii) 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, 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 and the Stated
Principal
Balance of Mortgage Loans
purchased pursuant to Section 9.01 in connection with such
Distribution Date, if applicable;
(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 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
(a) Subsequent
Recoveries for such
Distribution
Date and (b) the
principal portion of any
Realized Losses allocated to any Class of Certificates on a prior
Distribution Date and remaining unpaid;
(v)
the sum of (I) the lesser of (a) the
Excess
Cash Flow for that
Distribution
Date (to the extent not used
pursuant to
clause (iv) of
this definition on such
Distribution
Date) and (b) 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 to
the extent
covered by Excess
Cash Flow for that
Distribution
Date and (II) any amount
described
in Clause (i) of Section
4.09(c); and
(vi)
the sum of (I) the lesser of (a) the Excess Cash Flow for such
Distribution Date (to the extent not used to
cover
Realized
Losses
pursuant
to
clause (iv) and
(v) of
this
definition
on
such
Distribution
Date) and
(b) the
Overcollateralization
Increase
Amount
for such
Distribution
Date to the
extent
covered
by
Excess
Cash
Flow for that
Distribution Date and (II) any amount described in Clause (ii) of
Section 4.09(c);
minus
(vii)
the amount of any Overcollateralization Reduction Amount for such
Distribution Date;
(viii)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date; and
(ix)
any Net Swap Payments or Swap Termination
Payment not due to a Swap
Counterparty
Trigger Event due to the
Swap Counterparty to the extent not previously paid from interest
or principal collections on the Mortgage Loans;
provided,
however,
that the Principal
Distribution
Amount on any Distribution
Date shall not be less than zero or greater than the
aggregate Certificate Principal Balance of the Class A, Class M and
Class B Certificates.
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, the sum of the amounts
described in clauses
(b)(i),
(b)(ii) and (b)(iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Private Offered Certificates: The Class B Certificates and the
Class SB Certificates, collectively.
Program
Guide:
The
Residential
Funding
Seller
Guide for mortgage
collateral
sellers that
participate
in
Residential
Funding's
standard
mortgage
programs,
and Residential
Funding's
Servicing
Guide and any other
subservicing
arrangements
which
Residential Funding has arranged to accommodate the servicing of
the Mortgage Loans.
Purchase
Price:
With
respect to any
Mortgage
Loan (or
REO Property) required
to be or
otherwise
purchased on any date
pursuant to Section 2.02,
2.03,
2.04, 4.07 or 4.08, an amount equal to the sum of (i) (a) if such
Mortgage Loan (or
REO Property) is
being purchased
pursuant to Sections 2.02,
2.03, 2.04 or 4.07 of this Agreement,
100% of the Stated
Principal
Balance thereof plus
the principal portion of any related unreimbursed
Advances or (b) if such Mortgage Loan (or REO Property) is
being purchased pursuant
to Section 4.08 of this Agreement,
the greater of (1) 100% of the Stated Principal
Balance thereof plus the principal
portion of any
related
unreimbursed
Advances on such
Mortgage
Loan (or
REO Property) and
(2) the
fair market value
thereof plus the
principal
portion of any related
unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage
Rate (or Modified Net Mortgage
Rate 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, but not including,
the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the
Mortgagor.
Qualified
Insurer:
A
mortgage
guaranty
insurance
company
duly
qualified
as such
under
the laws of the
state of its
principal
place of business and each state having
jurisdiction
over such insurer in connection
with the insurance
policy issued by
such insurer,
duly
authorized and licensed in such states to transact a mortgage
guaranty
insurance
business in such states and to
write the insurance
provided by the insurance policy issued by it, approved as a FNMA-
or FHLMC-approved
mortgage insurer or having a
claims paying ability rating of at least "AA" or equivalent rating
by a nationally
recognized
statistical
rating
organization.
Any
replacement
insurer
with
respect to a Mortgage
Loan must have at least as high a claims
paying
ability
rating as the
insurer it
replaces had on the Closing Date.
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;
and (vi) in the
case of the
adjustable
rate Mortgage
Loans,
(w) have a Mortgage
Rate that adjusts with the same
frequency and based upon the same
Index as that of the
Deleted
Mortgage
Loan,
(x) have a Note
Margin not less than that of the
Deleted
Mortgage
Loan;
(y) have a
Periodic Rate Cap that is equal to that of the Deleted
Mortgage
Loan; and (z) have a next
Adjustment
Date no later than that of the
Deleted Mortgage Loan.
Rating Agency:
Moody's and Standard &
Poor'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 (or
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) 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 (or
Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan) 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
attributable
to interest.
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.
Record Date: With respect to each Distribution
Date and the Class A,
Class M and Class B
Certificates
which are Book-Entry
Certificates, the close of business on the Business Day prior to
such Distribution Date.
With respect to each Distribution Date and the Certificates (other
than the Class A,
Class M and Class B
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 Interest:
Any one of the regular interests in the Trust Fund.
Regulation AB: Subpart
229.1100 - Asset Backed
Securities
(Regulation
AB), 17 C.F.R.ss.ss.229.1100-229.1123,
as such may be
amended
from time to time,
and subject to such
clarification
and
interpretation
as have been
provided by the
Commission
in the
adopting release (Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531
(January 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or
its staff from time to time.
Regulation S Global
Offered
Certificate:
Any Temporary
Regulation S Global Offered
Certificate or Permanent
Regulation S
Global Offered Certificate.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC: A "real estate
mortgage
investment
conduit"
within the meaning of Section 860D of the Code. As used herein the
term
"REMIC" shall mean REMIC I and REMIC II.
REMIC Administrator:
Residential Funding Company,
LLC. If Residential Funding Company,
LLC is found by a court of competent
jurisdiction
to no longer be able to fulfill its
obligations
as
REMIC Administrator
under this
Agreement
the Master
Servicer or
Trustee
acting
as
successor
master
servicer
shall
appoint
a
successor
REMIC Administrator,
subject
to
assumption
of
the
REMIC Administrator obligations under this Agreement.
REMIC I:
The
segregated
pool of assets
subject
hereto
(exclusive
of the
Supplemental
Interest
Trust Account and Swap
Agreement,
each of which is not an asset of any
REMIC),
constituting
a
portion
of the
primary
trust
created
hereby
and to be
administered
hereunder,
with respect to which a separate
REMIC election is to be made (exclusive of the Supplemental
Interest Trust
Account
and Swap
Agreement,
each of which is not an asset of any
REMIC),
consisting
of:
(i) the
Mortgage
Loans and the related
Mortgage
Files;
(ii) all
payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date (other than Monthly
Payments
due in the month of the Cut-off
Date) as
shall be on deposit in the
Custodial
Account or in the
Certificate
Account and
identified
as belonging to the
Trust Fund;
(iii) property
which secured a Mortgage Loan and which has been acquired for the
benefit
of the
Certificateholders
by foreclosure or deed in lieu of foreclosure;
(iv) the hazard
insurance
policies and Primary
Insurance
Policies pertaining to the Mortgage Loans, if any; and (v) all
proceeds of clauses (i) through (iv) above.
REMIC I Regular Interest:
Any of the separate
non-certificated
beneficial
ownership
interests in REMIC I issued hereunder
and designated as a "regular
interest" in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time, and shall be entitled to
distributions of principal,
subject to the terms and
conditions
hereof,
in an
aggregate
amount equal to its initial
Uncertificated
Principal
Balance as set forth in the
Preliminary
Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement
hereto.
REMIC I
Interest
Loss
Allocation
Amount:
With respect to any
Distribution
Date,
an amount equal to (a) the
product of
(i) the
aggregate
Uncertificated
Principal
Balance of the REMIC I Regular
Interests then
outstanding and (ii) the
Uncertificated
Pass-Through Rate for REMIC I Regular Interest AA minus the Marker
Rate, divided by (b) 12.
REMIC I
Overcollateralized
Amount:
With
respect
to any date of
determination,
(i) 1%
of the
aggregate
Uncertificated
Principal Balances of the REMIC I Regular Interests minus (ii) the
aggregate
Uncertificated
Principal Balances of the REMIC I Regular
Interests (other than REMIC I Regular Interests AA and ZZ), in each
case as of such date of determination.
REMIC I
Principal Loss Allocation
Amount:
With respect to any Distribution
Date, an amount equal to the product of (i) the
aggregate
Stated Principal
Balance of the Mortgage Loans then outstanding and (ii) 1 minus a
fraction,
the numerator of which is two
times the sum of the
Uncertificated
Principal
Balances of REMIC I Regular
Interests A-1, A-2, A-3, A-4, M-1S, M-2S, M-3S, M-4, M-5,
M-6,
M-7,
M-8,
M-9 and B and the
denominator
of which is the sum of the
Uncertificated
Principal
Balances
of
REMIC I
Regular
Interests A-1, A-2, A-3, A-4, M-1S, M-2S, M-3S, M-4, M-5, M-6, M-7,
M-8, M-9, B and ZZ.
REMIC I
Regular
Interest
AA: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-1: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-2: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-3: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
A-4: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-1S:
A regular
interest in REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-2S:
A regular
interest in REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-3S:
A regular
interest in REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-4: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-5: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-6: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-7: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-8: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
M-9: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
B: A
regular
interest
in
REMIC I that is held as an asset of
REMIC
II,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
ZZ: A regular
interest
in
REMIC I
that is held as an asset of
REMIC II,
that has an
initial
principal balance equal to the related
Uncertificated
Principal Balance,
that bears interest at the related
Uncertificated
REMIC I
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC I
Regular
Interest
ZZ Maximum
Interest
Deferral
Amount:
With
respect
to any
Distribution
Date,
the excess of
(i) Uncertificated
Accrued
Interest
calculated
with
the
REMIC I
Regular
Interest
ZZ
Uncertificated
Pass-Through
Rate and an
Uncertificated
Principal Balance equal to the excess of (x) the
Uncertificated
Principal Balance of REMIC I Regular Interest ZZ over
(y) the
REMIC I
Overcollateralized
Amount,
in each case for such
Distribution
Date, over (ii) the sum of
Uncertificated
Accrued
Interest on REMIC I
Regular
Interest A-1 through
REMIC I
Regular
Interest B, with the rate on each such REMIC I
Regular
Interest
subject to a cap equal to the Pass-Through Rate for the
corresponding Class for the purpose of this calculation.
REMIC II:
The segregated pool of assets described in the Preliminary
Statement.
REMIC II
Regular
Interest:
Any
"regular
interest"
issued by REMIC II
the
ownership
of which is evidenced by a Class A
Certificate, a Class M Certificate, the Class B Certificate or the
Class SB Certificate.
REMIC II Regular
Interest SB-IO: A separate
non-certificated
regular interest of REMIC II
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-IO shall have no entitlement to principal and shall be
entitled to
distributions of interest
subject to the terms and
conditions
hereof,
in an
aggregate
amount
equal to interest
distributable
with respect to the Class SB
Certificate pursuant to the terms and conditions hereof.
REMIC II Regular
Interest SB-PO: A separate
non-certificated
regular interest of REMIC II
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-PO shall have no entitlement to interest and shall be
entitled to
distributions of principal
subject to the terms and
conditions
hereof,
in an aggregate
amount equal to
principal
distributable
with respect to the Class SB
Certificates pursuant to the terms and conditions hereof.
REMIC Provisions:
Provisions
of the federal
income tax law
relating to real estate
mortgage
investment
conduits,
which
appear at Sections
860A
through
860G of
Subchapter M of Chapter 1 of the Code,
and related
provisions,
and
temporary
and final
regulations
(or,
to the extent not
inconsistent
with such
temporary
or final
regulations,
proposed
regulations) and
published
rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
REMIC Regular Interests:
the REMIC I Regular Interests and REMIC II Regular Interests.
REO Acquisition:
The
acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders
of any REO Property pursuant to Section 3.14.
REO Disposition:
With
respect
to
any
REO Property,
a
determination
by
the
Master
Servicer
that
it
has
received
substantially all Insurance Proceeds,
Liquidation
Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a
final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed
Interest:
With respect to any
REO Property,
for any period,
an amount equivalent to interest (at a rate equal
to the sum of the Net Mortgage
Rate that would have been
applicable
to the related
Mortgage
Loan had it been
outstanding) on
the
unpaid principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds:
Proceeds, net of expenses,
received in respect of any REO Property
(including,
without limitation,
proceeds
from the rental of the related
Mortgaged
Property or with respect to a Cooperative
Loan,
the related
Cooperative
Apartment) which
proceeds are required to be deposited into the Custodial Account
only upon the related REO Disposition.
REO Property:
A
Mortgaged
Property
acquired
by the Master
Servicer,
on behalf of the Trust Fund for the
benefit of the
Certificateholders
pursuant to
Section 3.14,
through
foreclosure
or deed in lieu of
foreclosure
in
connection
with a defaulted
Mortgage Loan.
Reportable
Modified
Mortgage Loan: Any Mortgage Loan that (i) has been subject to an
interest rate reduction,
(ii) has been
subject to a term
extension or (iii) has
had amounts
owing on such
Mortgage
Loan
capitalized
by adding such amount to the Stated
Principal Balance of such Mortgage Loan;
provided,
however,
that a Mortgage Loan modified in accordance with
clause (i) above for a
temporary
period shall not be a
Reportable
Modified
Mortgage
Loan if such
Mortgage
Loan has not been
delinquent
in payments of
principal
and
interest for six months since the date of such
modification
if that
interest
rate
reduction is not made
permanent
thereafter.
Repurchase Event:
As defined in the Assignment Agreement.
Request for Release:
A request for release,
the form of which is attached as Exhibit H hereto,
or an electronic
request in
a form acceptable to the Custodian.
Required
Insurance
Policy:
With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from
time to time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Required
Overcollateralization
Amount:
With respect to any Distribution Date, (a) if such Distribution
Date is prior to the
Stepdown Date,
3.10% of the Cut-off Date Balance,
or (b) if such
Distribution
Date is on or after the Stepdown Date, the greater of
(i) 6.20% of the then current
aggregate
Stated
Principal
Balance of the Mortgage
Loans as of the end of the related Due Period and
(ii) the
Overcollateralization
Floor;
provided,
however,
that if a Trigger Event is in effect, the Required
Overcollateralization
Amount shall be equal to the Required
Overcollateralization
Amount for the
immediately
preceding
Distribution
Date.
The Required
Overcollateralization Amount may be reduced from time to time with
notification to the Rating Agencies.
Residential
Funding:
Residential
Funding Company,
LLC, a Delaware limited liability company,
in its capacity as seller of
the Mortgage Loans to the Depositor and not in its capacity as
Master Servicer, and any successor thereto.
Responsible
Officer:
When used with respect to the Trustee,
any officer of the Corporate
Trust
Department of the Trustee,
including any Senior Vice President,
any Vice President,
any Assistant Vice President,
any Assistant Secretary, any Trust Officer or
Assistant Trust Officer,
or any other officer of the Trustee,
in each case with direct
responsibility for the administration of this
Agreement.
RFC Exemption:
As defined in Section 5.02(f)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
Rule 144A Global Offered Certificate:
Any one of the Class B Certificates
substantially in the form of Exhibit C-1 hereto or
any one of the Class SB
Certificates
substantially
in the form of Exhibit D-1 hereto,
and, in both cases,
more fully
described in
Section 5.02(e) hereof.
Securities Act:
Securities Act of 1933, as amended.
Security
Agreement:
With
respect
to a
Cooperative
Loan,
the
agreement
creating a
security
interest
in favor of the
originator in the related Cooperative Stock.
Securitization
Transaction:
Any
transaction
involving a sale or other transfer of mortgage loans directly or
indirectly to
an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed
securities.
Senior
Enhancement
Percentage:
For any Distribution Date, the fraction,
expressed as a percentage,
the numerator of which
is (x) the sum of (i) the aggregate
Certificate
Principal
Balance of the Class M
Certificates and Class B Certificates and (ii) the
Overcollateralization
Amount,
in each case prior to the distribution of the Principal
Distribution
Amount on such Distribution Date
and the denominator of which is (y) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date.
Sequential Class M Principal
Distribution
Amount:
With respect to any
Distribution
Date (i) prior to the Stepdown Date or
on or after the Stepdown Date if a Trigger Event is in effect for
that Distribution Date, the remaining
Principal
Distribution Amount
for that Distribution Date after
distribution of the Class A Principal
Distribution
Amount, or (ii) on or after the Stepdown Date if
a Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i) the
remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal Distribution Amount; and
(ii)
the
excess,
if any,
of (A) the
sum of (1)
the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
(after taking into account the payment of the Class A Principal
Distribution Amount for that Distribution Date)
and (2) the
aggregate
Certificate
Principal
Balance
of the
Sequential
Class M
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1)
approximately
73.80% 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.
Servicing Accounts:
The account or accounts created and maintained pursuant to Section
3.08.
Servicing
Advances:
All customary,
reasonable and necessary "out of pocket" costs and expenses
incurred in connection with
a default,
delinquency
or other
unanticipated
event by the
Master Servicer
or a Subservicer
in the
performance of its servicing
obligations,
including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property (or,
with respect to a Cooperative
Loan,
the related
Cooperative
Apartment),
(ii) any
enforcement or judicial
proceedings,
including
foreclosures,
including any expenses
incurred in relation to any such proceedings that result from the
Mortgage Loan being registered
on the
MERS System,
(iii) the
management
and
liquidation
of any
REO Property,
(iv) any
mitigation
procedures
implemented
in
accordance with Section 3.07 and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.11,
3.12(a) and 3.14, including,
if
the
Master Servicer
or any Affiliate of the
Master Servicer
provides
services such as appraisals
and brokerage
services that are
customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing
Criteria:
The "servicing
criteria" set forth in Item
1122(d) of
Regulation AB, as such may be amended from time
to time.
Servicing
Fee: With respect to any Mortgage Loan and
Distribution
Date, the fee payable
monthly to the Master
Servicer in
respect of master
servicing
compensation
that accrues at an annual rate equal to the
Servicing
Fee Rate
multiplied
by the Stated
Principal
Balance of such
Mortgage
Loan as of the
related
Due Date in the
related
Due
Period,
as may be
adjusted
pursuant to
Section 3.16(e).
Servicing
Fee Rate:
With respect to any Mortgage
Loan,
the per annum rate
designated on the Mortgage Loan Schedule as the
"MSTR SERV FEE" as may be adjusted with respect to successor Master
Servicers as provided in
Section 7.02,
which rate shall never be
greater than the Mortgage Rate of such Mortgage Loan.
Servicing
Modification:
Any
reduction of the
interest
rate on or the Stated
Principal
Balance of a Mortgage
Loan,
any
extension of the final
maturity
date of a Mortgage
Loan,
and any
increase to the Stated
Principal
Balance of a Mortgage
Loan by
adding to the Stated
Principal
Balance
unpaid
principal and interest and other amounts owing under the Mortgage
Loan, in each case
pursuant to a modification
of a Mortgage Loan that is in default,
or for which,
in the judgment of the Master
Servicer,
default is
reasonably foreseeable in accordance with Section 3.07(a).
Servicing
Officer:
Any officer of the Master Servicer involved in, or responsible for,
the
administration
and servicing of
the Mortgage Loans whose name and specimen
signature
appear on a list of servicing
officers
furnished to the Trustee on the Closing
Date by the Master Servicer, as such list may from time to time be
amended.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution
Date and the Mortgage Loans,
the arithmetic
average,
for each of the three
Distribution
Dates ending with such
Distribution
Date, of the fraction,
expressed as a percentage,
equal to
(x) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans that are 60 or more days
delinquent
in payment of principal and
interest for that
Distribution
Date,
including
Mortgage Loans in bankruptcy
that are 60 or more days
delinquent,
foreclosure and
REO Properties,
over (y) the aggregate Stated Principal
Balance of all of the Mortgage Loans immediately
preceding that Distribution
Date.
Standard &
Poor's:
Standard & Poor's Ratings Services,
a division of The McGraw-Hill
Companies,
Inc. or its successors in
interest.
Startup Date:
The day designated as such pursuant to Article X hereof.
Stated
Principal
Balance:
With
respect to any Mortgage
Loan or related
REO Property,
at any given time,
(i) the sum of
(a) the Cut-off Date Principal
Balance of the Mortgage Loan, and (b) any amount by which the
Stated Principal
Balance of the Mortgage
Loan has been increased pursuant to a Servicing
Modification,
minus (ii) the sum of (a) the principal portion of the Monthly
Payments
due with respect to such
Mortgage
Loan or
REO Property
during each Due Period
commencing on the first Due Period after the Cut-Off
Date and ending with the Due Period related to the previous
Distribution
Date which were received or with respect to which an Advance
was made,
and
(b) all
Principal
Prepayments
with
respect to such
Mortgage
Loan or
REO Property,
and all
Insurance
Proceeds,
Liquidation
Proceeds and
REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries of principal in accordance
with
Section 3.14 with respect to such Mortgage Loan or REO Property,
in each case which were distributed
pursuant to Section 4.02 or 4.03
on
any
previous
Distribution
Date,
and
(c) any
Realized
Loss
incurred
with
respect
to
such
Mortgage
Loan
allocated
to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: The Distribution
Date which is the earlier to occur of (i) the
Distribution
Date immediately
succeeding the
Distribution
Date on which the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
has been
reduced to zero or
(ii) the
later to occur of (x) the
Distribution
Date occurring in
December 2009
and (y) the first
Distribution
Date on which the
Senior Enhancement Percentage is equal to or greater than 44.20%.
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subsequent
Recoveries:
As of any
Distribution
Date,
amounts
received by the Master Servicer (net of any related expenses
permitted to be
reimbursed
pursuant to
Section 3.10) or
surplus
amounts held by the Master
Servicer to cover
estimated
expenses
(including,
but not limited to,
recoveries in respect of the
representations
and warranties
made by the related Seller pursuant to
the applicable
Seller's Agreement and assigned to the Trustee pursuant to
Section 2.04) specifically
related to a Mortgage Loan that
was the subject of a Cash
Liquidation or an
REO Disposition
prior to the related
Prepayment
Period and that resulted in a Realized
Loss.
Subserviced Mortgage Loan:
Any Mortgage Loan that, at the time of reference thereto, is
subject to a Subservicing Agreement.
Subservicer:
Any Person with whom the Master Servicer has entered into a
Subservicing
Agreement and who generally
satisfied
the
requirements
set forth in the Program Guide in respect of the
qualification of a Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer
Advance:
Any
delinquent
installment
of
principal
and
interest on a Mortgage
Loan which is advanced by the
related Subservicer (net of its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in accordance with Section
3.08.
Subservicing
Agreement:
The written
contract
between the Master
Servicer and any
Subservicer
relating to servicing
and
administration
of certain Mortgage Loans as provided in Section 3.02,
generally in the form of the servicer
contract
referred to or
contained in the Program Guide or in such other form as has been
approved by the Master Servicer and the Depositor.
Subservicing
Fee: With respect to any Mortgage Loan, the fee payable monthly to
the related
Subservicer
(or, in the case of
a Nonsubserviced
Mortgage Loan, to the Master
Servicer) in
respect of subservicing and other
compensation that accrues with respect
to each
Distribution
Date at an annual rate equal to the
Subservicing
Fee Rate multiplied by the Stated
Principal
Balance of such
Mortgage Loan as of the related Due Date in the related Due Period.
Subservicing Fee Rate:
The per annum rate designated on the Mortgage Loan Schedule as the
"SUBSERV FEE".
Supplemental
Interest Trust Account:
The separate trust account
created and maintained by the
Supplemental
Interest Trust
Trustee for the benefit of the Certificateholders pursuant to
Section 4.09(a).
Supplemental
Interest Trust:
The separate trust created and maintained by the
Supplemental
Interest Trust Trustee pursuant
to Section 4.09(a).
The primary activities of the Supplemental Interest Trust shall be:
(i)
holding the Swap Agreement;
(ii)
receiving collections or making payments with respect to the Swap
Agreement; and
(iii)
engaging in other
activities that are necessary or incidental to accomplish these
limited
purposes,
which
activities
cannot be contrary to the status of the
Supplemental
Interest Trust as a qualified
special purpose entity under
existing accounting literature.
Swap Agreement:
The interest rate swap agreement between the Swap
Counterparty and the Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest Trust,
which
agreement
provides for Net Swap Payments and Swap
Termination
Payments to be
paid, as provided therein,
together with any schedules,
confirmations,
credit support annexes or other agreements
relating thereto,
attached hereto as Exhibit U.
Swap Agreement
Notional
Balance:
As to the Swap Agreement and each Floating Rate Payer Payment Date
(as defined in the Swap
Agreement), the amount set forth on Exhibit T hereto for such
Floating Rate Payer Payment Date.
Swap
Counterparty:
The swap
counterparty
under the Swap
Agreement
either
(a)
entitled
to
receive
payments
from the
Supplemental
Interest Trust Trustee, on behalf of the Supplemental
Interest Trust, from amounts payable by the Supplemental
Interest
Trust
Trustee,
on behalf
of the
Supplemental
Interest
Trust,
under
this
Agreement
or (b)
required
to make
payments
to the
Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest Trust,
for payments to the Supplemental
Interest Trust
Trustee,
on behalf of the Supplemental
Interest Trust, in either case pursuant to the terms of the Swap
Agreement,
and any successor
in interest or assign.
Initially, the Swap Counterparty shall be Deutsche Bank AG, New
York Branch.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap
Counterparty
Trigger Event:
With respect to any Distribution
Date, (i) an "Event of Default" under the Swap Agreement
with respect to which the Swap
Counterparty is a Defaulting
Party,
(ii) a "Termination
Event" under the Swap Agreement with respect
to which the Swap
Counterparty is the sole Affected Party,
or (iii) an "Additional
Termination
Event" under the Swap Agreement with
respect to which the Swap Counterparty is the sole Affected Party.
Swap Termination
Payment:
Upon the designation of an "Early Termination Date" as defined in
the Swap Agreement,
the payment
to be made by the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental
Interest Trust, to the Swap
Counterparty
from
payments from the Supplemental
Interest Trust, or by the Swap
Counterparty to the Supplemental
Interest Trust Trustee,
on behalf of
the
Supplemental
Interest Trust for payment to the
Supplemental
Interest
Trust,
as applicable,
pursuant to the terms of the Swap
Agreement.
Tax Returns:
The federal
income tax return on Internal
Revenue
Service Form 1066,
U.S. Real
Estate
Mortgage
Investment
Conduit Income Tax Return,
including Schedule Q thereto,
Quarterly Notice to Residual Interest Holders of REMIC Taxable
Income or Net
Loss
Allocation,
or any
successor
forms,
to be filed on
behalf
of any
REMIC due
to its
classification
as a
REMIC under
the
REMIC Provisions,
together
with any and all other
information,
reports or
returns
that may be
required
to be
furnished
to the
Certificateholders
or filed with the
Internal
Revenue
Service
or any other
governmental
taxing
authority
under any
applicable
provisions of federal, state or local tax laws.
Telerate Screen Page 3750:
As defined in Section 1.02.
Transaction Party:
As defined in Section 12.02(a).
Temporary
Regulation S Global Offered Certificate:
Any one of the Class B Certificates
substantially in the form of Exhibit
C-2 hereto or any one of the Class SB
Certificates
substantially
in the form of Exhibit D-2 hereto,
and, in both cases,
more fully
described in Section 5.02(e) hereof.
Transfer:
Any direct or
indirect
transfer,
sale,
pledge,
hypothecation
or other
form of
assignment
of any
Ownership
Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(f).
Transferee:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
Transferor:
Any Person who is disposing by Transfer of any Ownership Interest
in a Certificate.
Trigger
Event:
A Trigger
Event is in effect
with
respect
to any
Distribution
Date if either
(i) with
respect
to any
Distribution Date, the three-month average of the Sixty-Plus
Delinquency
Percentage,
as determined on that Distribution Date and the
immediately
preceding two Distribution
Dates,
equals or exceeds 36.20% of the Senior
Enhancement
Percentage or (ii) the
aggregate
amount of Realized
Losses on the Mortgage Loans as a percentage of the Cut-off Date
Balance
exceeds the
applicable
amount set forth
below:
December 2008 to November 2009
1.60% with
respect to
December
2008,
plus an
additional
1/12th
of
2.00%
for
each
month
thereafter.
December 2009 to November 2010
3.60% with
respect to
December
2009,
plus an
additional
1/12th
of
2.05%
for
each
month
thereafter.
December 2010 to November 2011
5.65% with
respect to
December
2010,
plus an
additional
1/12th
of
1.65%
for
each
month
thereafter.
December 2011 to November 2012
7.30% with
respect to
December
2011,
plus an
additional
1/12th
of
0.95%
for
each
month
thereafter.
December 2012 to November 2013
8.25% with
respect to
December
2012,
plus an
additional
1/12th
of
0.05%
for
each
month
thereafter.
December 2013 and thereafter
8.30%
Trust Fund:
The segregated
pool of assets subject
hereto,
consisting of: (i) the
Mortgage Loans and the related
Mortgage
Files;
(ii) all
payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date (other than Monthly
Payments
due in the month of the Cut-off Date) as shall be on deposit in the
Custodial
Account or in the Certificate
Account and identified as
belonging
to the
Trust Fund;
(iii) property
which
secured a
Mortgage
Loan and which has been
acquired
for the
benefit
of the
Certificateholders
by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance
policies and Primary Insurance
Policies
pertaining to the Mortgage Loans, if any; (v)
rights under the Swap Agreement and the
Supplemental
Interest Trust Account;
and (vi)
all proceeds of clauses (i) through (v) above.
Trustee Information:
As specified in Section 12.05(a)(i)(A).
Uncertificated
Accrued
Interest:
With
respect to any REMIC I
Regular
Interest
for any
Distribution
Date,
one month's
interest at the related
Uncertificated
REMIC I Pass-Through Rate for such Distribution Date, accrued on
its Uncertificated
Principal
Balance
immediately prior to such Distribution
Date.
Uncertificated
Accrued Interest for the REMIC I Regular Interests shall accrue
on the basis of a 360-day year
consisting of twelve 30-day months.
For purposes of calculating the amount of
Uncertificated
Accrued
Interest for the REMIC I Regular
Interests for any
Distribution
Date, any Prepayment
Interest
Shortfalls and Relief Act Shortfalls
(to the extent not covered by
Compensating
Interest) relating
to the
Mortgage
Loans for any
Distribution
Date shall be allocated
first, to
Uncertificated
Accrued
Interest
payable to REMIC I Regular Interest AA and REMIC I Regular Interest
ZZ up to an aggregate
amount equal to the REMIC I
Interest Loss
Allocation
Amount,
98% and 2%,
respectively,
and
thereafter
any remaining
Prepayment
Interest
Shortfalls
(to the
extent not
covered by
Eligible
Master
Servicing
Compensation) for
any
Distribution
Date shall be
allocated among REMIC I Regular
Interest AA, REMIC I Regular
Interest A-1,
REMIC I Regular
Interest A-2,
REMIC I Regular
Interest
A-3,
REMIC I Regular
Interest A-4,
R
