RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 2006
Mortgage Asset-Backed Pass-Through Certificates
Series 2006-RZ5
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS............................................................................................4
Section 1.01.
Definitions.......................................................................4
Section 1.02.
Determination of
LIBOR...........................................................50
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES......................................51
Section 2.01.
Conveyance of Mortgage
Loans.....................................................51
Section 2.02.
Acceptance by
Trustee............................................................54
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Depositor.
.....................................................................55
Section 2.04.
Representations and Warranties of
Sellers........................................57
Section 2.05.
Execution and Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests........................................................................59
Section 2.06.
Purposes and Powers of the
Trust.................................................60
Section 2.07.
Agreement Regarding Ability to
Disclose..........................................60
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS......................................................61
Section 3.01.
Master Servicer to Act as
Servicer...............................................61
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers'
Obligations......................................................................62
Section 3.03.
Successor
Subservicers...........................................................63
Section 3.04.
Liability of the Master
Servicer.................................................63
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.64
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee..................64
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......64
Section 3.08.
Subservicing Accounts; Servicing
Accounts........................................67
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans.....68
Section 3.10.
Permitted Withdrawals from the Custodial
Account.................................68
Section 3.11.
Maintenance of Primary Insurance
Coverage........................................70
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage................70
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain
Assignments......................................................................71
Section 3.14.
Realization Upon Defaulted Mortgage
Loans........................................73
Section 3.15.
Trustee to Cooperate; Release of Custodial
Files.................................75
Section 3.16.
Servicing and Other Compensation; Compensating
Interest..........................76
Section 3.17.
Reports to the Trustee and the
Depositor.........................................77
Section 3.18.
Annual Statement as to Compliance and Servicing
Assessment.......................77
Section 3.19.
Annual Independent Public Accountants' Servicing
Report..........................78
Section 3.20.
Right of the Depositor in Respect of the Master
Servicer.........................78
Section 3.21.
[Reserved].......................................................................79
Section 3.22.
Advance
Facility.................................................................79
Section 3.23.
Credit Risk
Manager..............................................................82
Section 3.24.
Limitation Upon Liability of the Credit Risk
Manager.............................82
Section 3.25.
Removal of the Credit Risk
Manager...............................................82
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS.......................................................................83
Section 4.01.
Certificate
Account..............................................................83
Section 4.02.
Distributions....................................................................83
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange
Act Reporting.
.................................................................87
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the Master
Servicer.
......................................................................91
Section 4.05.
Allocation of Realized
Losses....................................................92
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged
Property....................94
Section 4.07.
Optional Purchase of Defaulted Mortgage
Loans....................................94
Section 4.08.
[Reserved].......................................................................95
Section 4.09.
[Reserved].......................................................................95
Section 4.10.
Swap
Agreement...................................................................95
Section 4.11.
Posted Collateral
Account........................................................97
ARTICLE V THE
CERTIFICATES......................................................................................98
Section 5.01.
The
Certificates.................................................................98
Section 5.02.
Registration of Transfer and Exchange of
Certificates...........................100
Section 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................104
Section 5.04.
Persons Deemed
Owners...........................................................104
Section 5.05.
Appointment of Paying
Agent.....................................................105
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...............................................................106
Section 6.01.
Respective Liabilities of the Depositor and the Master
Servicer.................106
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and
Delegation of Duties by Master
Servicer.........................................106
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others........107
Section 6.04.
Depositor and Master Servicer Not to
Resign.....................................107
ARTICLE VII
DEFAULT............................................................................................108
Section 7.01.
Events of
Default...............................................................108
Section 7.02.
Trustee or Depositor to Act; Appointment of
Successor...........................109
Section 7.03.
Notification to
Certificateholders..............................................110
Section 7.04.
Waiver of Events of
Default.....................................................111
ARTICLE VIII CONCERNING THE
TRUSTEE............................................................................112
Section 8.01.
Duties of
Trustee...............................................................112
Section 8.02.
Certain Matters Affecting the
Trustee...........................................113
Section 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans...........................115
Section 8.04.
Trustee May Own
Certificates....................................................115
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.............115
Section 8.06.
Eligibility Requirements for
Trustee............................................116
Section 8.07.
Resignation and Removal of the
Trustee..........................................116
Section 8.08.
Successor
Trustee...............................................................117
Section 8.09.
Merger or Consolidation of
Trustee..............................................117
Section 8.10.
Appointment of Co-Trustee or Separate
Trustee...................................118
Section 8.11.
Appointment of
Custodians.......................................................119
Section 8.12.
Appointment of Office or
Agency.................................................119
Section 8.13.
DTC Letter of
Representations...................................................119
Section 8.14.
Swap
Agreement..................................................................119
ARTICLE IX
TERMINATION.........................................................................................120
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage
Loans..................120
Section 9.02.
Additional Termination
Requirements.............................................124
ARTICLE X REMIC
PROVISIONS.....................................................................................125
Section 10.01.
REMIC
Administration............................................................125
Section 10.02.
Master Servicer, REMIC Administrator and Trustee
Indemnification................128
ARTICLE XI MISCELLANEOUS
PROVISIONS............................................................................129
Section 11.01.
Amendment.......................................................................129
Section 11.02.
Recordation of Agreement;
Counterparts..........................................131
Section 11.03.
Limitation on Rights of
Certificateholders......................................131
Section 11.04.
Governing
Law...................................................................132
Section 11.05.
Notices.........................................................................132
Section 11.06.
Notices to Rating
Agencies......................................................133
Section 11.07.
Severability of
Provisions......................................................133
Section 11.08.
Supplemental Provisions for
Resecuritization....................................133
Section 11.09.
Third-Party
Beneficiary.........................................................134
Section 11.10.
Tax
Treatment...................................................................134
ARTICLE XII COMPLIANCE WITH REGULATION
AB......................................................................134
Section 12.01.
Intent of Parties;
Reasonableness...............................................134
Section 12.02.
Additional Representations and Warranties of the
Trustee........................135
Section 12.03.
Information to be Provided by the
Trustee.......................................135
Section 12.04.
Report on Assessment of Compliance and
Attestation..............................136
Section 12.05.
Indemnification;
Remedies.......................................................136
Exhibit A
Form of Class A
Certificate..................................................................A-1
Exhibit B
Form of Class M
Certificate..................................................................B-1
Exhibit C
Form of Class SB
Certificate.................................................................C-1
Exhibit D
Form of Class R
Certificate..................................................................D-1
Exhibit E
Form of Custodial
Agreement..................................................................E-1
Exhibit F
Mortgage Loan
Schedule.......................................................................F-1
Exhibit G
Form of Request for
Release..................................................................G-1
Exhibit H-1
Form of Transfer Affidavit and
Agreement...................................................H-1-1
Exhibit H-2
Form of Transferor
Certificate.............................................................H-2-1
Exhibit I
Form of Investor Representation
Letter.......................................................I-1
Exhibit J
Form of Transferor Representation
Letter.....................................................J-1
Exhibit K
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited
Guaranty......................................................K-1
Exhibit L
Form of Limited
Guaranty.....................................................................L-1
Exhibit M
Form of Lender Certification for Assignment of Mortgage
Loan.................................M-1
Exhibit N
Form of Rule 144A Investment
Representation..................................................N-1
Exhibit O
Swap
Agreement...............................................................................N-1
Exhibit P
Form of ERISA Representation Letter for Class SB
Certificates................................P-1
Exhibit Q
Form of ERISA Representation Letter for Class M
Certificates.................................Q-1
Exhibit R
Form of SB-AM Swap
Agreement.................................................................R-1
Exhibit S
Assignment
Agreement........................................................................S-1
Exhibit T
Servicing
Criteria...........................................................................T-1
Exhibit U-1
Form of 10-K
Certification.................................................................U-1-1
Exhibit U-2
Form of Back-Up
Certification..............................................................U-2-1
Exhibit V
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified
Mortgage
Loans...............................................................................V-1
Exhibit W
Form of Certificate to be Given by Certificate
Owner.........................................W-1
Exhibit X
Form of Certificate to be Given by Euroclear or
Cedel........................................X-1
This Pooling and Servicing
Agreement,
effective as of December 1, 2006, among RESIDENTIAL ASSET MORTGAGE
PRODUCTS,
INC., as
the depositor
(together with its permitted
successors and assigns,
the
"Depositor"),
RESIDENTIAL
FUNDING COMPANY,
LLC, as master
servicer (together with its permitted successors and assigns,
the "Master Servicer"),
and U.S. BANK NATIONAL
ASSOCIATION,
a banking
association
organized
under the laws of the United States,
as trustee 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 sixteen Classes,
which in the aggregate will evidence the entire
beneficial
ownership
interest in the Mortgage
Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
Mortgage Loans and certain other related assets (exclusive of any
Premium received
pursuant to Section 9 of the Assignment
Agreement,
the Supplemental
Interest Trust Account,
the Swap Agreement and the SB-AM 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." Component I of the Class R
Certificates
will
represent the sole Class of "residual
interests" in REMIC I for purposes of
the REMIC
Provisions (as defined herein) under federal income tax law. The
following
table
irrevocably
sets forth the
designation,
remittance
rate (the
"Uncertificated
REMIC I
Pass-Through
Rate") and
initial
Uncertificated
Principal
Balance
for each of the
"regular interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest possible maturity date" (determined solely for purposes
of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii))
for each REMIC I Regular Interest shall be the Maturity Date. None
of
the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I
INITIAL UNCERTIFICATED REMIC I
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
I-1-A
Variable(1)
$252,540,000.00
I-1-B
Variable(1)
$252,540,000.00
A-I
Variable(1)
$16,693,616.86
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
REMIC I Regular
Interests as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as "REMIC
II." Component II of the Class R
Certificates
will represent the sole Class of
"residual
interests" in REMIC II for purposes of the
REMIC
Provisions
under federal income tax law. The following
table
irrevocably
sets forth the
designation,
remittance
rate (the
"Uncertificated
REMIC II
Pass-Through
Rate") and initial
Uncertificated
Principal
Balance for each of the "regular
interests" in
REMIC II (the
"REMIC II
Regular
Interests").
The "latest
possible
maturity
date"
(determined
solely for purposes of satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II Regular Interest shall be the Maturity Date. None
of the REMIC II
Regular Interests will be certificated.
UNCERTIFICATED REMIC II
INITIAL UNCERTIFICATED REMIC II
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
LT-1
Variable(1)
$ 521,689,063.35
LT-2
Variable(1)
$
19,801.21
LT-3
Variable(1)
$
32,376.15
LT-4
Variable(1)
$
32,376.15
LT-IO
Variable(1)
(2)
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass Through Rate.
(2)
REMIC II Regular Interest LT-IO will not have an Uncertificated
Principal Balance but will accrue interest on its
uncertificated
notional amount calculated in accordance with the definition of
"Uncertificated Notional Amount" herein.
REMIC III
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool of assets
consisting of the
REMIC II
Regular
Interests as a REMIC for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated as
"REMIC III".
Component
III of the Class R
Certificates
will
represent
the sole
Class of
"residual
interests"
in REMIC III for
purposes of the REMIC
Provisions (as defined
herein) under federal
income tax law. The following
table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
month of
Final
Scheduled
Distribution
Date and initial ratings for each Class of
Certificates
comprising the interests
representing
"regular
interests" in
REMIC III.
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III Regular
Interests shall be the Maturity Date.
AGGREGATE
MONTH OF
INITIAL
FINAL
CERTIFICATE
SCHEDULED
PASS-THROUGH
PRINCIPAL
DISTRIBUTION
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
S&P
Fitch
Moody's
Class A-1
Regular(1)
Adjustable(2)(3)$100,000,000.00
Senior/Adjustable
April 2030
AAA
AAA
Aaa
Rate
Class A-1A
Regular(1)
Adjustable(2)(3)$88,500,000.00
Super
April 2030
AAA
AAA
Aaa
Senior/Adjustable
Rate
Class A-1B
Regular(1)
Adjustable(2)(3)$29,500,000.00
Senior
April 2030
AAA
AAA
Aaa
Support/Adjustable
Rate
Class A-2
Regular(1)
Adjustable(2)(3$126,000,000.00
Senior/Adjustable
August 2036
AAA
AAA
Aaa
Rate
Class A-3
Regular(1)
Adjustable(2)(3)$32,720,000.00
Senior/Adjustable
August 2046
AAA
AAA
Aaa
Rate
Class M-1
Regular(1)
Adjustable(2)(3)$50,870,000.00
Mezzanine/Adjustable
August 2046
N/R
AA+
Aa1
Rate
Class M-2
Regular(1)
Adjustable(2)(3)$18,260,000.00
Mezzanine/Adjustable
August 2046
N/R
AA
Aa2
Rate
Class M-3
Regular(1)
Adjustable(2)(3)$10,960,000.00
Mezzanine/Adjustable
August 2046
N/R
AA-
Aa3
Rate
Class M-4
Regular(1)
Adjustable(2)(3)$10,170,000.00
Mezzanine/Adjustable
August 2046
N/R
A+
A1
Rate
Class M-5
Regular(1)
Adjustable(2)(3) $9,390,000.00
Mezzanine/Adjustable
August 2046
N/R
A
A2
Rate
Class M-6
Regular(1)
Adjustable(2)(3) $8,870,000.00
Mezzanine/Adjustable
August 2046
N/R
A-
A3
Rate
Class M-7
Regular(1)
Adjustable(2)(3) $8,350,000.00
Mezzanine/Adjustable
August 2046
N/R
BBB+
Baa1
Rate
Class M-8
Regular(1)
Adjustable(2)(3) $6,260,000.00
Mezzanine/Adjustable
August 2046
N/R
BBB
Baa2
Rate
Class M-9
Regular(1)
Adjustable(2)(3) $5,230,000.00
Mezzanine/Adjustable
August 2046
N/R
BBB-
Baa3
Rate
Class SB
Regular
(4)
$16,693,616.86
Subordinate
N/R
N/R
N/R
(4)
IO
Regular
(6)
(7)
Interest Only
N/R
N/R
N/R
(5)
_______________
(1)
This Class of Certificates
represents
ownership of a REMIC III
Regular Interest together with (i) certain rights to payments to
be made from amounts
received
under the Swap
Agreement
which will be deemed made for federal
income tax
purposes
outside of
REMIC III by the holder of the Class SB
Certificates
as the owner of the Swap Agreement and (ii) the obligation to pay
the Class
IO Distribution
Amount (as defined in Section 4.10(f)).
Any amount distributed on this Class of Certificates on any
Distribution
Date in excess of the amount
distributable on the related
REMIC III
Regular Interest on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the
Supplemental
Interest Trust Account and any amount
distributable on
such REMIC III Regular Interest on such
Distribution Date in excess of the amount
distributable on such Class of Certificates on
such
Distribution
Date shall be treated as having been paid to the Supplemental
Interest Trust Account,
all pursuant to and as
further provided in Section 4.10 hereof.
(2)
The REMIC III Regular Interests, ownership of which is represented
by the Class A Certificates and the Class M Certificates,
will
accrue interest at a per annum rate equal to LIBOR plus the
applicable
Margin,
each subject to a payment cap as described in the
definition of "Pass-Through
Rate" and the provisions for the payment of Basis Risk Shortfalls
herein,
which payments will not be
part of the entitlement of the REMIC III Regular Interests related
to such Certificates.
(3)
The Class A
Certificates
and Class M
Certificates
will also entitle their
holders to certain
payments from the Holder of the
Class SB
Certificates
from amounts to which the related
REMIC III
Regular Interest is entitled and from amounts received under
the Swap Agreement, which will not be a part of their ownership of
the REMIC III Regular Interests.
(4)
The Class SB
Certificates
will accrue
interest as described in the
definition of Accrued
Certificate
Interest.
The Class SB
Certificates will not accrue interest on their Certificate
Principal Balance. The Class SB
Certificates will be comprised of two
REMIC III regular interests,
a principal only regular interest
designated SB-PO and an interest only regular interest designated
SB-IO,
which will be entitled to
distributions
as set forth herein.
The rights of the Holder of the Class SB
Certificates
to
payments from the Swap Agreement shall be outside and apart from
its rights under the REMIC III Regular Interests SB-IO and SB-PO.
(5)
REMIC III Regular Interest IO will be held as an asset of the
Supplemental
Interest Trust Account
established by the Trustee and
will be treated for federal income tax purposes as owned by the
holder of the Class SB Certificates.
(6)
For federal income tax purposes,
REMIC III Regular Interest IO will not have a Pass-Through Rate,
but will be entitled to 100% of
the amounts distributed on REMIC II Regular Interest LT-IO.
(7)
For federal income tax purposes,
REMIC III Regular Interest IO will not have an Uncertificated
Principal Balance, but will have a
notional amount equal to the Uncertificated Notional Amount of
REMIC II Regular Interest LT-IO.
In
consideration
of the mutual
agreements
herein
contained,
the Depositor,
the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever used in this
Agreement,
the following
words and phrases,
unless the context
otherwise
requires,
shall have the
meanings specified in this Article.
Accrued
Certificate
Interest:
With respect to each
Distribution
Date and each Class of
Class A
Certificates and Class M
Certificates,
interest
accrued during the related Interest Accrual Period on the
Certificate
Principal
Balance thereof
immediately
prior to such Distribution Date at the related Pass-Through Rate
for that Distribution Date.
Accrued
Certificate
Interest for any
Distribution
Date shall further be reduced by the interest portion of Realized
Losses
allocated to any Class of Certificates pursuant to Section 4.05.
With respect to each Distribution Date and the Class SB
Certificates,
interest accrued during the preceding Interest Accrual
Period at the Pass-Through Rate on the Notional Amount as specified
in the definition of Pass-Through
Rate,
immediately prior to such
Distribution Date, reduced by any interest shortfalls with respect
to the Mortgage Loans,
including
Prepayment Interest Shortfalls to
the extent not covered by Compensating
Interest
pursuant to Section 3.16
or by Excess Cash Flow pursuant to
Section 4.02(c)(v)
and
(vi).
Accrued
Certificate
Interest on each Class of Certificates shall accrue on the basis of
a 360-day year and the actual number
of days in the related Interest Accrual Period.
The amount of
Accrued
Certificate
Interest
on each
Class of
Certificates
shall be
reduced by the amount of
Prepayment
Interest
Shortfalls on the related
Mortgage Loans during the prior calendar month to the extent not
covered by Compensating
Interest
pursuant
to
Section 3.16,
and by Relief Act
Shortfalls
on the related
Mortgage
Loans
during the
related
Due Period.
All such
reductions with respect to the related
Mortgage Loans will be allocated among the
Certificates in proportion to the amount of Accrued
Certificate Interest payable on such Certificates on such
Distribution Date absent such reductions.
Adjusted Available
Distribution
Amount:
With respect to any Distribution Date, the Available
Distribution Amount increased
by the excess, if any, of the Net Swap Payment owed to the Swap
Counterparty
over the amount
distributable on such Distribution Date
in respect of the REMIC III Regular Interest IO.
Adjusted
Mortgage
Rate:
With respect to any Mortgage
Loan and any date of
determination,
the Mortgage
Rate borne by the
related Mortgage Note, less the rate at which the related
Subservicing Fee accrues.
Adjustment
Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on
which an adjustment to the interest rate on such Mortgage Loan
becomes effective.
Advance:
With respect to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With respect to any Person,
any other Person
controlling,
controlled by or under common control with such first
Person.
For purposes of this definition,
"control" means the power to direct the management and policies of
such Person,
directly or
indirectly,
whether
through
the
ownership
of
voting
securities,
by
contract
or
otherwise;
and the terms
"controlling"
and
"controlled" have meanings correlative to the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With respect to any
Distribution
Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding
Determination Date on account of (i) Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance Proceeds,
REO Proceeds,
Principal
Prepayments,
Mortgage Loan purchases made pursuant to Section 2.02,
2.03, 2.04 or 4.07
and Mortgage Loan
substitutions
made pursuant to Section 2.03 or 2.04 received or made in the month
of such
Distribution Date (other
than such
Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance
Proceeds,
REO Proceeds and purchases of Mortgage Loans that the
Master
Servicer has deemed to have been received in the preceding month in
accordance
with
Section 3.07(b))
and (ii) payments which
represent
early
receipt of scheduled
payments of principal
and
interest due on a date or dates
subsequent
to the Due Date in the
related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
the lesser of (i) the appraised value of such Mortgaged
Property
based upon the appraisal made at the time of the
origination
of the related
Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination,
except in the case of a Mortgaged
Property
securing a refinanced or modified
Mortgage Loan as
to which it is either the appraised
value based upon the appraisal
made at the time of
origination
of the loan which was refinanced
or modified or the appraised value determined in an appraisal at
the time of refinancing or modification, as the case may be.
Assignment:
An assignment
of the
Mortgage,
notice of transfer or equivalent
instrument,
in recordable
form,
sufficient
under the laws of the
jurisdiction
wherein the related
Mortgaged
Property is located to reflect of record the sale of the
Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice of transfer or equivalent
instrument may be in
the form of one or more
blanket
assignments
covering
Mortgages
secured by
Mortgaged
Properties
located in the same
county,
if
permitted by law and accompanied by an Opinion of Counsel to that
effect.
Assignment
Agreement:
The Assignment and Assumption
Agreement,
dated the Closing Date, between Residential Funding and the
Depositor relating to the transfer and assignment of the Mortgage
Loans, attached hereto as Exhibit R.
Available
Distribution
Amount:
With
respect to any
Distribution
Date,
an amount
equal to (a) the sum of (i) the amount
relating
to the
Mortgage
Loans on
deposit
in the
Custodial
Account
as of the close of
business
on the
immediately
preceding
Determination
Date,
including
any
Subsequent
Recoveries,
and amounts
deposited in the Custodial
Account in connection
with the
substitution of Qualified
Substitute
Mortgage Loans,
(ii) the amount of any Advance made on the
immediately
preceding
Certificate
Account
Deposit
Date with
respect to the
Mortgage
Loans,
(iii) any amount
deposited
in the
Certificate
Account on the related
Certificate
Account
Deposit Date
pursuant to the second
paragraph of
Section 3.12(a)
in respect of the Mortgage
Loans,
(iv) any
amount that the Master Servicer is not permitted to withdraw from
the Custodial Account pursuant to
Section 3.16(e)
in respect of the
Mortgage Loans,
and (v) any amount
deposited in the Certificate
Account
pursuant to Section 4.07 or 9.01 in respect of the Mortgage
Loans,
reduced by (b) the sum as of the close of business on the
immediately
preceding
Determination Date of (w) the Amount Held for
Future
Distribution
with respect to the Mortgage
Loans,
(x) amounts
permitted
to be
withdrawn
by the Master
Servicer
from the
Custodial
Account in respect of the Mortgage
Loans
pursuant to clauses
(ii)-(x),
inclusive,
of
Section 3.10(a),
(y) any Premium
received
pursuant to Section 9 of the Assignment
Agreement and (z) any Net Swap Payments required to be made to the
Swap Counterparty
and Swap Termination Payments not due to a Swap Counterparty
Trigger Event for such Distribution Date.
Balloon Loan:
Each of the Mortgage
Loans having an original
term to maturity that is shorter than the related
amortization
term.
Balloon
Payment:
With respect to any Balloon Loan, the related
Monthly
Payment payable on the stated maturity date of such
Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis
Risk
Shortfalls:
With
respect
to
each
Class of
the
Class
A
Certificates
and
Class M
Certificates,
and any
Distribution
Date,
the sum of (a) with
respect
to any
Distribution
Date on which
the Net WAC Cap Rate is used to
determine
the
Pass-Through Rate of such Class, an amount equal to the excess of
(x) Accrued
Certificate Interest for such
Class calculated at a per
annum rate equal to LIBOR plus the
related
Margin for such
Distribution
Date
(which
shall not exceed
14.000%
per
annum),
over
(y) Accrued
Certificate
Interest
for such
Class calculated
using the Net WAC Cap Rate,
(b) any
Basis
Risk
Shortfalls
for such
Class calculated
pursuant to clause (a)
above remaining
unpaid from prior
Distribution
Dates,
and (c) one month's interest on the
amount
in
clause (b)
(based on the
number of days in the
preceding
Interest
Accrual
Period)
at a per annum
rate
equal to the
Pass-Through Rate for such period.
Book-Entry Certificate:
Any Certificate registered in the name of the Depository or its
nominee.
Business
Day:
Any day other
than (i) a Saturday
or a Sunday or (ii) a day on which
banking
institutions
in the State of
California,
the State of
Minnesota,
the State of Texas,
the State of New York or the State of
Illinois
(and such
other
state or
states in which the
Custodial
Account or the
Certificate
Account are at the time
located)
are
required or
authorized
by law or
executive order to be closed.
Capitalization
Reimbursement
Amount:
With respect to any
Distribution
Date, the amount of Advances or Servicing
Advances
that were added to the Stated
Principal
Balance of the Mortgage
Loans during the prior
calendar
month and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date
pursuant to Section 3.10(a)(vii).
Cash
Liquidation:
With respect to any
defaulted
Mortgage
Loan other than a Mortgage
Loan as to which an REO
Acquisition
occurred,
a determination by the Master Servicer that it has received all
Insurance Proceeds,
Liquidation Proceeds and other payments
or cash
recoveries
which the Master
Servicer
reasonably
and in good faith expects to be finally
recoverable
with respect to such
Mortgage Loan.
Certificate:
Any Class A Certificate, Class M Certificate, Class SB Certificate
or Class R Certificate.
Certificate
Account:
The account or accounts created and maintained pursuant to Section
4.01,
which shall be entitled "U.S.
Bank National
Association,
as trustee,
in trust for the registered
holders of Residential Asset Mortgage Products,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
2006-RZ5" and which account shall be held for the benefit of the
Certificateholders
and which must be an Eligible Account.
Certificate Account Deposit Date:
With respect to any Distribution Date, the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is registered in the
Certificate
Register,
except that
neither a
Disqualified
Organization
nor a
Non-United
States
Person
shall be a holder of a Class R
Certificate
for any
purpose
hereof.
Solely for the purpose of giving any consent or direction
pursuant to this Agreement,
any Certificate,
other than a Class R
Certificate,
registered in the name of the Depositor,
the Master Servicer or any Subservicer or any Affiliate thereof
shall be deemed
not to be outstanding
and the Percentage
Interest or Voting Rights
evidenced
thereby shall not be taken into account in determining
whether the
requisite
amount of
Percentage
Interests or Voting
Rights
necessary to effect any such consent or direction
has been
obtained.
All
references
herein to "Holders" or
"Certificateholders"
shall
reflect the rights of
Certificate
Owners as they may
indirectly
exercise such rights
through the Depository and
participating
members
thereof,
except as otherwise
specified
herein;
provided,
however, that the Trustee shall be required to recognize as a
"Holder" or "Certificateholder"
only the Person in whose name
a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner of such Certificate,
as
reflected on the books of an indirect
participating
brokerage
firm for which a
Depository
Participant
acts as agent,
if any, and
otherwise on the books of a Depository Participant, if any, and
otherwise on the books of the Depository.
Certificate
Principal
Balance:
With
respect
to
any
Class
A
Certificate
or
Class
M
Certificate,
on
any
date
of
determination,
an amount equal to (i) the Initial Certificate
Principal Balance of such Certificate as specified on the face
thereof,
minus (ii) the sum of (x) the aggregate of all amounts
previously
distributed
with respect to such
Certificate
(or any predecessor
Certificate) and applied to reduce the Certificate
Principal
Balance thereof pursuant to Section 4.02(c) and (y) the aggregate
of all
reductions
in
Certificate
Principal
Balance
deemed to have
occurred in
connection
with
Realized
Losses which were
previously
allocated
to such
Certificate
(or any
predecessor
Certificate)
pursuant
to
Section
4.05;
provided,
that with
respect to any
Distribution Date, the Certificate
Principal Balances of the Class A Certificates and Class M
Certificates will be increased,
in each
case to the extent of Realized Losses previously allocated thereto
and remaining
unreimbursed,
to the extent of Subsequent Recoveries
in the following order of priority:
first to the Class A
Certificates,
pro rata, and then to the Class M-1
Certificates,
Class M-2
Certificates,
Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates,
Class
M-8
Certificates,
and Class
M-9
Certificates,
in that
order
with
respect
to any
Class SB
Certificate,
on any date of
determination,
an amount equal to the
Percentage
Interest
evidenced by such
Certificate
multiplied
by an amount equal to (i) the
excess,
if any, of (A) the then aggregate
Stated
Principal
Balance of the Mortgage
Loans over (B) the then
aggregate
Certificate
Principal Balance of the Class A Certificates and Class M
Certificates
then
outstanding,
which represents the sum of (i) the initial
Uncertificated
Principal
Balance of REMIC III Regular
Interest SB-PO, as reduced by Realized Losses
allocated
thereto and payments
deemed
made
thereon,
and (ii)
accrued
and unpaid
interest
on REMIC III Regular
Interest
SB-IO,
as reduced by Realized
Losses
allocated thereto.
The Class R Certificates will not have a Certificate Principal
Balance.
Certificate
Register
and
Certificate
Registrar:
The
register
maintained
and
the
registrar
appointed
pursuant
to
Section 5.02.
Class:
Collectively, all of the Certificates or uncertificated interests
bearing the same designation.
Class A Certificates:
Collectively, the Class A-1 Certificates,
Class A-1A Certificates,
Class A-1B Certificates, Class A-2
Certificates and Class A-3 Certificates.
Class A
Principal
Distribution
Amount:
With respect to any Distribution Date (a) prior to the Stepdown
Date or on or after
the Stepdown Date if a Trigger Event is in effect for that
Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or (b) on or after the Stepdown Date if a Trigger Event is not
in effect for that Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess, if any, of (A) the aggregate Certificate
Principal Balance of the Class A Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class A-1
Certificate:
Any one of the Class A-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class A-1
Margin:
0.100% per annum and on any Distribution
Date on and after the second
Distribution
Date after the first
possible Optional Termination Date, 0.200% per annum.
Class A-1A
Certificate:
Any one of the Class A-1A
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class A-1A
Margin:
0.100% per annum and on any Distribution
Date on and after the second
Distribution Date after the first
possible Optional Termination Date, 0.200% per annum.
Class A-1B
Certificate:
Any one of the Class A-1B
Certificates executed by the Trustee and authenticated by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class A-1B
Margin:
0.100% per annum and on any Distribution
Date on and after the second
Distribution Date after the first
possible Optional Termination Date, 0.200% per annum.
Class A-2
Certificate:
Any one of the Class A-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit A,
senior to the Class M
Certificates,
Class SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class A-2 Margin:
Initially,
0.180% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.360% per annum.
Class A-3
Certificate:
Any one of the Class A-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed
hereto as Exhibit A,
senior to the Class M
Certificates,
Class
SB
Certificates
and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in
REMIC III
for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class A-3 Margin:
Initially,
0.250% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.500% per annum.
Class M Certificates:
Collectively,
the Class M-1 Certificates,
Class M-2 Certificates,
Class M-3 Certificates,
Class M-4
Certificates,
Class M-5
Certificates,
Class M-6
Certificates,
Class M-7
Certificates,
Class M-8
Certificates
and
Class M-9
Certificates.
Class M-1
Certificate:
Any one of the Class M-1
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-2 Certificates,
Class M-3 Certificates,
Class
M-4
Certificates,
Class M-5
Certificates,
Class
M-6
Certificates,
Class M-7
Certificates,
Class
M-8
Certificates,
Class M-9
Certificates,
Class SB Certificates and Class R Certificates
with respect to
distributions
and the allocation of Realized Losses as
set forth in Section 4.05,
and evidencing
(i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls and under the Swap Agreement and the SB-AM Swap
Agreement and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-1 Margin:
Initially,
0.360% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.540% per annum.
Class M-1
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution Amount; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal
Balance of the Class A
Certificates
(after
taking into account the payment of the Class A Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate Stated Principal Balance of the Mortgage
Loans after giving effect to distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-3 Certificates,
Class M-4 Certificates,
Class
M-5
Certificates,
Class M-6
Certificates,
Class
M-7
Certificates,
Class
M-8
Certificates,
Class
M-9
Certificates,
Class SB
Certificates
and Class R Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii)
the obligation to pay the Class IO Distribution Amount.
Class M-2 Margin:
Initially,
0.400% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.600% per annum.
Class M-2
Principal
Distribution
Amount:
With respect to any
Distribution
Date
(a) prior to the Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that
Distribution
Date after
distribution of the Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii)
the
excess,
if any, of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
and
Class M-1
Certificates
(after
taking into
account the payment of the Class A
Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the
Class M-2
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-4 Certificates,
Class M-5 Certificates,
Class
M-6
Certificates,
Class M-7
Certificates,
Class
M-8
Certificates,
Class
M-9
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 III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments
with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap
Agreement and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-3 Margin:
Initially,
0.450% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.675% per annum.
Class M-3
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1
Principal
Distribution Amount
and the
Class M-2
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution Amount, the Class M-1 Principal Distribution Amount
and the Class M-2 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates
and Class M-2
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2
Principal
Distribution
Amount
for
that
Distribution
Date) and (2) the Certificate
Principal
Balance of the Class M-3
Certificates
immediately prior to that
Distribution
Date over (B) the lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-5 Certificates,
Class M-6 Certificates,
Class
M-7
Certificates,
Class M-8
Certificates,
Class M-9
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 III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls and under the Swap Agreement and the SB-AM Swap
Agreement and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-4 Margin:
Initially,
0.500% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.750% per annum.
Class M-4
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2 Principal
Distribution Amount and the Class M-3 Principal
Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount and the
Class M-3 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates and Class M-3
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution Amount
and the Class M-3 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of
the Class M-4 Certificates
immediately prior to that Distribution Date over (B) the lesser of
(x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-6 Certificates,
Class M-7 Certificates,
Class
M-8
Certificates,
Class M-9
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 III for purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under
the Swap Agreement and the SB-AM Swap Agreement and (iii) the
obligation to pay the Class IO Distribution Amount.
Class M-5 Margin:
Initially,
0.600% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 0.900% per annum.
Class M-5
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution
Amount and the Class M-4 Principal
Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount, the
Class M-3 Principal Distribution Amount and the Class M-4 Principal
Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3 Certificates and Class M-4 Certificates (after taking
into account the
payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount, the Class M-3 Principal
Distribution
Amount and the Class M-4
Principal
Distribution
Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class M-5
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage
and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on
that
Distribution Date and (y) the excess, if any, of the aggregate
Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-7 Certificates,
Class M-8 Certificates,
Class
M-9
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 III for purposes of the
REMIC
Provisions,
(ii) the right to receive payments with respect to Basis Risk
Shortfalls and under the Swap Agreement and the SB-AM
Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-6 Margin:
Initially,
0.750% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 1.125% per annum.
Class M-6
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2 Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount
and the
Class M-5
Principal
Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
(iii)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount, the
Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the
Class M-5
Principal
Distribution Amount; and
(iv)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2 Certificates,
Class M-3 Certificates,
Class M-4 Certificates and Class M-5 Certificates (after
taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount and the Class M-5
Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate
Principal
Balance of the Class M-6
Certificates
immediately
prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be
made on that
Distribution
Date and (y) the excess,
if
any, of the aggregate Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-7
Certificate:
Any one of the Class M-7
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B,
senior to the Class M-8 Certificates,
Class M-9 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 III for purposes of the REMIC
Provisions,
(ii) the
right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii)
the obligation to pay the Class IO Distribution Amount.
Class M-7 Margin:
Initially,
1.750% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 2.250% per annum.
Class M-7
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount, the Class M-5 Principal
Distribution
Amount and the Class M-6
Principal
Distribution Amount or (b) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount, the Class M-5 Principal
Distribution Amount and
the Class M-6 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class M-5
Certificates
and
Class M-6
Certificates
(after
taking
into
account
the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, the Class M-5 Principal
Distribution Amount and the
Class M-6
Principal
Distribution
Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the
Class M-7
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.
Class M-8
Certificate:
Any one of the Class M-8
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B,
senior to the Class M-9
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 III for
purposes of the REMIC
Provisions,
(ii) the right to receive
payments with respect to Basis Risk
Shortfalls
and under the Swap
Agreement and the SB-AM Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class M-8 Margin:
Initially,
2.000% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 2.500% per annum.
Class M-8
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the Class M-6
Principal
Distribution
Amount and the
Class M-7
Principal
Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is
not in effect for that
Distribution
Date,
the lesser
of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount, the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution Amount, the Class M-6 Principal Distribution Amount
and the Class M-7 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2 Certificates,
Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6
Certificates
and Class M-7
Certificates
(after taking into account the payment of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution Amount, the Class M-4 Principal Distribution Amount,
the Class M-5 Principal Distribution Amount,
the Class M-6 Principal
Distribution Amount and the Class M-7 Principal
Distribution Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class M-8
Certificates
immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage
Loans after giving
effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to
be made on that Distribution Date, over the Overcollateralization
Floor.
Class M-9
Certificate:
Any one of the Class M-9
Certificates
executed by the Trustee and
authenticated by the Certificate
Registrar
substantially
in the form annexed hereto as Exhibit B,
senior to the Class SB Certificates
and Class R Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section
4.05,
and
evidencing
(i) an
interest
designated as a "regular
interest" in REMIC III for purposes of the REMIC Provisions,
(ii) the right to receive payments with respect
to Basis Risk
Shortfalls
and under the Swap
Agreement
and the SB-AM Swap
Agreement
and (iii) the
obligation
to pay the Class IO
Distribution Amount.
Class M-9 Margin:
Initially,
2.500% per annum, and on any Distribution Date on and after the
second
Distribution Date after
the first possible Optional Termination Date, 3.000% per annum.
Class M-9
Principal
Distribution
Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or
after the Stepdown Date if a Trigger Event is in effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for
that Distribution Date after distribution of the Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2
Principal
Distribution
Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution Amount and the Class M-8
Principal
Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i)
the
remaining
Principal
Distribution
Amount
for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount, the Class M-2
Principal
Distribution
Amount, the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount, the Class M-6 Principal
Distribution
Amount, the Class M-7 Principal
Distribution Amount and the
Class M-8 Principal Distribution Amount; and
(ii)
the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates,
Class M-1
Certificates,
Class M-2 Certificates,
Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6
Certificates,
Class M-7
Certificates and Class M-8
Certificates
(after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount,
the Class M-3
Principal
Distribution
Amount, the Class M-4
Principal
Distribution
Amount,
the Class M-5
Principal
Distribution
Amount, the Class M-6 Principal
Distribution
Amount, the Class M-7 Principal
Distribution Amount and the
Class M-8
Principal
Distribution
Amount for that Distribution
Date) and (2) the Certificate
Principal Balance of the
Class M-9
Certificates
immediately
prior to that
Distribution
Date over (B) the lesser of (x) the product of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated
Principal
Balance of the Mortgage Loans after giving
effect to
distributions
to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date, over
the Overcollateralization Floor.
Class R
Certificate:
Any one of the Class R
Certificates
executed
by the
Trustee and
authenticated
by the
Certificate
Registrar
substantially in the form annexed hereto as Exhibit D and
evidencing an interest
designated as a "residual interest" in the
REMICs for purposes of the REMIC
Provisions.
Component I of the Class R
Certificates
is
designated
as the sole class of "residual
interest" in REMIC I, Component II of the Class R Certificates
is designated as the sole class of "residual
interest" in REMIC II and
Component III of the Class R Certificates is designated as the sole
class of "residual interest" in REMIC III.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed hereto as Exhibit C,
subordinate
to the Class A
Certificates
and Class M Certificates
with
respect to
distributions
and the
allocation
of
Realized
Losses as set forth in Section
4.05,
and
evidencing
an interest
comprised of "regular
interests" in REMIC III
together with certain
rights to payments
under the Swap Agreement for purposes of the
REMIC Provisions and certain obligations with respect to payments
of Basis Risk Shortfalls.
Clearance System:
Euroclear, Clearstream or both, as applicable.
Clearstream:
Clearstream Banking, societe anonyme.
Closing Date:
December 21, 2006.
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With respect to any
Distribution
Date,
any amount paid by the Master
Servicer in accordance
with
Section 3.16(f).
Corporate
Trust Office:
The principal
office of the Trustee at which at any
particular
time its corporate
trust business
with respect to this Agreement shall be
administered,
which office at the date of the execution of this instrument is
located at U.S.
Bank National Association, EP-MN-WS3D, 60 Livingston Avenue, St.
Paul, Minnesota 55107, Attn: Structured Finance/RAMP 2006-RZ5.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Credit Risk
Management
Agreement:
The Credit
Risk
Management
Agreement,
dated
December
21,
2006,
between the Master
Servicer and the Credit Risk Manager.
Credit Risk Manager:
Clayton Fixed Income Services Inc., a Colorado corporation, its
successors and assigns.
Credit Risk Manager Fee:
With respect to any Mortgage
Loan and
Distribution
Date,
the premium
payable to the Credit Risk
Manager at the Credit Risk Manager Fee Rate
multiplied
by the Stated
Principal
Balance of such Mortgage Loan as of the first day of
the related Due Period,
divided by 12. With respect to each Mortgage
Loan,
the Credit Risk Manager Fee will be paid monthly from the
related Mortgage Rate in accordance with this Agreement.
Credit Risk Manager Fee Rate:
With respect to any Distribution Date, a rate equal to 0.0155% per
annum.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The
custodial
account or accounts
created and
maintained
pursuant to
Section 3.07
in the name of a
depository
institution,
as custodian
for the holders of the
Certificates,
for the holders of certain
other
interests in mortgage
loans serviced or sold by the Master Servicer and for the Master
Servicer,
into which the amounts set forth in Section 3.07
shall be
deposited directly.
Any such account or accounts shall be an Eligible Account.
Custodial
Agreement:
An
agreement
that may be entered into among the
Depositor,
the Master
Servicer,
the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodial
File:
Any
mortgage
loan
document in the
Mortgage
File that is required to be
delivered to the Trustee or the
Custodian pursuant to Section 2.01(b) of this Agreement.
Custodian:
Wells Fargo Bank, N.A., or any successor custodian appointed
pursuant to a Custodial Agreement.
Cut-off Date:
September 1, 2006.
Cut-off Date Balance:
$521,773,616.86.
Cut-off Date Principal
Balance:
With respect to any Mortgage Loan, the unpaid principal
balance thereof at the Cut-off Date
after giving effect to all
installments
of principal due on or prior
thereto (or due in the month of the Cut-off
Date),
whether or
not received.
Debt Service
Reduction:
With respect to any Mortgage
Loan, a reduction in the scheduled
Monthly
Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such
a reduction
constituting a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
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,
including,
if not otherwise included,
any of the following:
(i) the United States, any State or political
subdivision
thereof, any
possession of the United States, or any agency or
instrumentality
of any of the foregoing (other than an
instrumentality
which is a
corporation
if all of its
activities
are subject to tax and,
except for Freddie
Mac, a majority of its board of
directors
is not
selected by such governmental unit), (ii) a foreign
government,
any international
organization,
or any agency or instrumentality of
any of the foregoing,
(iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is
exempt from the tax
imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code on
unrelated
business
taxable
income) and (iv) rural
electric and telephone
cooperatives
described in
Section 1381(a)(2)(C)
of the Code. A Disqualified
Organization
also
includes
any
"electing
large
partnership,"
as defined in
Section 775(a)
of the Code and any other
Person so
designated by the Trustee based upon an Opinion of Counsel that the
holding of an Ownership
Interest in a Class R
Certificate by such
Person may cause any REMIC or any Person having an Ownership
Interest in any Class of
Certificates
(other than such Person) to incur
a liability
for any
federal
tax imposed
under the Code that would not
otherwise
be imposed but for the
Transfer of an
Ownership
Interest in a Class R
Certificate to such Person. The terms "United States," "State" and
"international
organization"
shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution
Date:
The 25th day of any month
beginning
in
January
2007 or, if such 25th day is not a Business
Day,
the
Business Day immediately following such 25th day.
DTC Letter:
The Letter of
Representations,
dated December 20, 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.
Early Termination Date:
Shall have the meaning set forth in the Swap Agreement.
Eligible
Account:
An
account
that
is any
of the
following:
(i)
maintained
with a
depository
institution
the
debt
obligations
of which have been rated by each
Rating
Agency in its
highest
rating
available,
or (ii) an account or
accounts in a
depository
institution in which such accounts are fully insured to the limits
established by the FDIC,
provided that any deposits not
so insured shall,
to the extent
acceptable to each Rating Agency,
as evidenced in writing,
be maintained such that (as evidenced by
an Opinion of Counsel
delivered
to the Trustee
and each Rating
Agency) the
registered
Holders of
Certificates
have a claim with
respect to the funds in such
account or a
perfected
first
security
interest
against
any
collateral
(which
shall be limited to
Permitted
Investments)
securing
such funds
that is
superior
to claims of any other
depositors
or
creditors
of the
depository
institution
with
which such
account is
maintained,
or (iii) in the case of the
Custodial
Account,
a trust
account or
accounts
maintained in the corporate
trust
department of U.S. Bank National
Association,
or (iv) in the case of the Certificate
Account,
a
trust account or accounts maintained in the corporate trust
division of U.S. Bank National
Association,
or (v) an account or accounts
of a depository
institution
acceptable
to each Rating
Agency (as
evidenced
in writing by each Rating
Agency that use of any such
account as the Custodial
Account or the Certificate
Account will not reduce the rating assigned to any Class of
Certificates by such
Rating Agency below the then-current rating assigned to such
Certificates by such Rating Agency).
Eligible Master Servicing
Compensation:
With respect to any Distribution
Date, the lesser of
(a) one-twelfth
of 0.125% of
the Stated
Principal
Balance of the related
Mortgage
Loans
immediately
preceding
such
Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on
amounts
held in the
Custodial
Account
and the
Certificate
Account
and
payable to the
Certificateholders
with respect to such Distribution
Date;
provided that for purposes of this definition the amount of the
Servicing
Fee will not be reduced pursuant to Section 7.02(a) except as may
be required pursuant to the last sentence of such Section.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Bank S.A./N.V.
Event of Default:
As defined in Section 7.01.
Excess Cash Flow:
With respect to any
Distribution
Date,
an amount equal to the sum of (A) the excess of (i) the Available
Distribution
Amount for that
Distribution Date over (ii) the sum of (a) the Interest
Distribution
Amount for that Distribution Date
and (b) the lesser of (1) the aggregate
Certificate
Principal Balance of Class A
Certificates and Class M
Certificates
immediately
prior to such
Distribution
Date and (2) the Principal
Remittance
Amount for that Distribution Date to the extent not applied to pay
interest on the Class A
Certificates
and Class M
Certificates on such
Distribution
Date, (B) the
Overcollateralization
Reduction
Amount,
if any, for that
Distribution
Date and (C) any Net Swap Payments
received by the Supplemental
Interest Trust Trustee under
the Swap Agreement for that Distribution Date and deposited in the
Supplemental Interest Trust Account pursuant to Section 4.10(c).
Excess
Overcollateralization
Amount:
With
respect
to
any
Distribution
Date,
the
excess,
if
any,
of
(a)
the
Overcollateralization Amount on such Distribution Date over (b) the
Required Overcollateralization Amount for such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Expense
Fee
Rate:
With
respect
to any
Mortgage
Loan as of any
date
of
determination,
the sum of the (i)
applicable
Servicing
Fee Rate , (ii) the per annum rate at which the
applicable
Subservicing
Fee
accrues
and (iii) the
related
Credit Risk
Manager Fee Rate.
Fannie Mae:
Fannie Mae, a federally
chartered
and privately
owned
corporation
organized
and existing
under the Federal
National Mortgage Association Charter Act, or any successor
thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date: The Distribution
Date on which the final
distribution in respect of the Certificates will be made
pursuant
to
Section 9.01,
which Final
Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period
described in Section 9.02.
Final
Scheduled
Distribution
Date:
Solely for purposes of the face of the
Certificates,
as follows:
with respect to the
Class A-1 Certificates,
the Class A-1A Certificates,
the Class A-1B Certificates, the Distribution Date occurring in
April 2030; with
respect to the Class A-2
Certificates,
the Distribution Date occurring in August 2036; and with respect to
the Class A-3 Certificates
and each Class of Class M
Certificates,
the
Distribution
Date
occurring in
August 2046.
No event of default under this Agreement
will arise or become
applicable
solely by reason of the failure to retire the entire
Certificate
Principal
Balance of any Class of
Class A Certificates or Class M Certificates on or before its Final
Scheduled Distribution Date.
Fitch:
Fitch Ratings, or its successors in interest.
Fixed Swap Payment:
With respect to any Distribution
Date on or prior to the
distribution
date in December 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 (a) 34 for the Distribution
Date in January 2007 and (b) 30 for any
Distribution
Date
occurring after the
Distribution
Date in January 2007, and the
denominator of which is 360. As described in the swap agreement,
the
fixed rate payer period end dates are not adjusted in accordance
with the business day convention.
Floating
Swap
Payment:
With respect to any
Distribution
Date on or prior to the
Distribution
Date in December
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. As described in the Swap
Agreement,
the floating rate payer period end dates are adjusted in accordance
with the business day convention.
Foreclosure
Profits:
With respect to any Distribution Date or related
Determination Date and any Mortgage Loan, the excess,
if any,
of
Liquidation
Proceeds,
Insurance
Proceeds
and REO
Proceeds
(net of all
amounts
reimbursable
therefrom
pursuant to
Section 3.10(a)(ii))
in respect of each Mortgage Loan or REO Property for which a Cash
Liquidation or REO Disposition
occurred in the
related Prepayment Period over the sum of the unpaid principal
balance of such Mortgage Loan or REO Property
(determined,
in the case
of an REO
Disposition,
in
accordance
with
Section 3.14)
plus
accrued
and unpaid
interest at the
Mortgage
Rate on such unpaid
principal
balance from the Due Date to which
interest
was last paid by the
Mortgagor
to the first day of the month
following
the
month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(e).
Freddie Mac:
Freddie
Mac, a corporate
instrumentality
of the United
States
created and
existing
under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor
thereto.
Gross Margin:
With respect to each
adjustable-rate
Mortgage
Loan, the fixed
percentage set forth in the related
Mortgage
Note and
indicated
on the
Mortgage
Loan
Schedule as the "NOTE
MARGIN,"
which
percentage
is added to the related
Index on each
Adjustment
Date to
determine
(subject to rounding in
accordance
with the related
Mortgage
Note,
the
Periodic
Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the interest rate to
be borne by such Mortgage Loan until the next Adjustment Date.
HUD:
The United States Department of Housing and Urban Development.
Independent:
When used with
respect to any
specified
Person,
means such a Person
who (i) is in fact
independent
of the
Depositor,
the Master Servicer and the Trustee,
or any Affiliate
thereof,
(ii) does not have any direct
financial
interest or any
material indirect
financial
interest in the Depositor,
the Master Servicer or the Trustee or in an Affiliate
thereof,
and (iii) is
not
connected
with the
Depositor,
the Master
Servicer or the
Trustee as an officer,
employee,
promoter,
underwriter,
trustee,
partner, director or person performing similar functions.
Index:
With respect to any
adjustable-rate
Mortgage
Loan and as to any
Adjustment
Date
therefor,
the related
index as
stated in the related Mortgage Note.
Initial
Certificate
Principal Balance:
With respect to each Class of
Certificates
(other than the Class R
Certificates),
the
Certificate
Principal
Balance of such Class of
Certificates
as of the Closing Date as set forth in the
Preliminary
Statement
hereto.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any Primary
Insurance
Policy or any other
related
insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee
under the Mortgage,
any
Subservicer,
the Master Servicer or the Trustee and are not applied to the
restoration of the related
Mortgaged
Property or released
to the Mortgagor in accordance with the procedures
that the Master Servicer would follow in servicing
mortgage loans held for its own
account.
Interest
Accrual Period:
With respect to the Distribution
Date in January 2007, the period
commencing the Closing Date and
ending on the day preceding the
Distribution
Date in January 2007, and with respect to any
Distribution
Date after the Distribution
Date in January
2007,
the period
commencing
on the
Distribution
Date in the month
immediately
preceding the month in which such
Distribution Date occurs and ending on the day preceding such
Distribution Date.
Interest Distribution Amount:
For any Distribution Date, the amounts payable pursuant to Section
4.02(c)(i) and (ii).
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With respect to any Mortgage Loan, all amounts
received
during any Due Period,
whether as late payments
of Monthly
Payments or as Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which
represent
late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and
not previously recovered.
LIBOR:
With respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered rate
quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis,
determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a Saturday
or Sunday or (ii) a day on which
banking
institutions
in London,
England are required or authorized by law to be closed.
LIBOR Certificates:
Collectively, the Class A Certificates and Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each
Distribution
Date, the second LIBOR Business Day immediately
preceding the
commencement of the related Interest Accrual Period.
Limited Repurchase Right Holder:
RFC Asset Holdings II, Inc., or its successor.
Liquidation
Proceeds:
Amounts (other than Insurance
Proceeds) received by the Master Servicer in connection with the
taking
of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation
or in connection with the liquidation of a
defaulted Mortgage Loan through trustee's sale, foreclosure sale or
otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio:
As of any date,
the
fraction,
expressed
as a
percentage,
the
numerator
of which is the
current
principal
balance of the related
Mortgage Loan at the date of
determination
and the
denominator of which is the Appraised Value of
the related Mortgaged Property.
Margin: The Class A-1 Margin,
Class A-1A Margin,
Class A-1B Margin,
Class A-2 Margin,
Class A-3 Margin,
Class M-1 Margin,
Class M-2 Margin,
Class M-3 Margin,
Class M-4 Margin,
Class M-5
Margin,
Class M-6 Margin,
Class M-7 Margin,
Class M-8 Margin, or
Class M-9 Margin as applicable.
Marker Rate:
With respect to the Class SB
Certificates or REMIC III
Regular
Interest SB-IO and any
Distribution
Date, in
relation to the REMIC II
Regular
Interests
LT1, LT2,
LT3, and LT4, a per annum rate equal to two (2) times the weighted
average of
the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
Interest LT2 and REMIC II Regular Interest LT3.
Master Servicer:
As defined in the preamble hereto.
Maturity
Date:
With
respect
to
each
Class of
Certificates
representing
ownership
of
regular
interests
and
each
Uncertificated
Regular
Interest
issued by any of REMIC I,
REMIC II or REMIC III,
the latest
possible
maturity
date,
solely for
purposes of
Section 1.860G-1(a)(4)(iii)
of the Treasury Regulations, by which the Certificate Principal
Balance of each such Class of
Certificates or Uncertificated
Principal Balance of each such Uncertificated
Regular Interest
representing a regular interest in the
Trust Fund would be reduced
to zero,
which is, for each such
regular
interest,
August 25,
2046,
which is the
Distribution
Date
occurring in the month following the last scheduled monthly payment
of the Mortgage Loans.
Maximum
Mortgage Rate: With respect to any
adjustable-rate
Mortgage Loan, the per annum rate indicated on the Mortgage Loan
Schedule as the "NOTE
CEILING,"
which rate is the maximum
interest
rate that may be
applicable
to such
Mortgage Loan at any time
during the life of such Mortgage Loan.
Maximum Net Mortgage
Rate:
With respect to any
adjustable-rate
Mortgage
Loan and any date of
determination,
the Maximum
Mortgage
Rate minus the
Expense
Fee Rate.
With
respect to any
fixed-rate
Mortgage
Loan and any date of
determination,
the Net
Mortgage 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, a per annum rate equal to the greater of (i) the
Note Margin and (ii) the rate
indicated
on the Mortgage
Loan
Schedule as the "NOTE
FLOOR,"
which rate may be
applicable
to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Net
Mortgage
Rate:
With respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Net
Mortgage Rate minus the rate per annum by which the Mortgage Rate
on such Mortgage Loan was reduced.
MOM Loan:
With respect to any Mortgage Loan,
MERS acting as the mortgagee of such Mortgage
Loan,
solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at
the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including
any REO
Property)
and the Due Date in any Due Period,
the
payment of principal
and interest due thereon in accordance
with the
amortization
schedule at the time
applicable
thereto
(after
adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but before any adjustment to such
amortization
schedule by reason of any
bankruptcy,
other than a Deficient
Valuation,
or similar
proceeding
or any
moratorium or
similar
waiver or grace period and before any
Servicing
Modification
that
constitutes
a reduction
of the
interest
rate on such
Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successors in interest.
Mortgage:
With respect to each Mortgage Note, the mortgage,
deed of trust or other
comparable
instrument
creating a first
or junior lien on an estate in fee simple or leasehold interest in
real property securing a Mortgage Note.
Mortgage File:
The mortgage
documents
listed in
Section 2.01
pertaining to a particular
Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to
this Agreement.
Mortgage Loans:
Such of the mortgage loans
transferred and assigned to the Trustee
pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund, the
Mortgage Loans
originally so held being
identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed held as part of the Trust Fund
including,
without
limitation, each related Mortgage Note, Mortgage and Mortgage File
and all rights appertaining thereto.
Mortgage
Loan
Schedule:
The lists of the
Mortgage
Loans
attached
hereto as
Exhibit F
(as amended from time to time to
reflect the addition of Qualified
Substitute
Mortgage Loans),
which lists shall set forth at a minimum the following
information as
to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii)
the maturity of the Mortgage Note ("MATURITY
DATE," or "MATURITY DT");
(iv)
for the adjustable-rate Mortgage Loans, the Mortgage Rate as of
origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the
scheduled
monthly
payment of principal,
if any, and interest as of the Cut-off Date
("ORIGINAL P & I" or "CURRENT P &
I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating
that the Mortgage Loan is secured by a second or vacation
residence (the absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi)
a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner
occupied
residence (the
absence of any such code means the Mortgage Loan is secured by an
owner occupied residence);
(xii)
for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiii)
for the adjustable-rate Mortgage Loans, the maximum Net Mortgage
Rate ("NET CEILING");
(xiv)
for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE
MARGIN");
(xv)
for the adjustable-rate Mortgage Loans, the first Adjustment Date
after the Cut-off Date ("NXT INT CHG DT");
(xvi)
for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC
DECR" or "PERIODIC INCR");
(xvii)
[reserved]; and
(xviii)
for the
adjustable-rate
Mortgage
Loans,
the rounding of the
semi-annual or annual
adjustment to the Mortgage Rate ("NOTE
METHOD").
Such schedule may consist of multiple reports that collectively set
forth all of the information required.
Mortgage Note:
The originally
executed note or other evidence of
indebtedness
evidencing the
indebtedness
of a Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate:
With respect to any Mortgage Loan, the interest rate borne by the
related
Mortgage Note, or any
modification
thereto other than a Servicing
Modification.
The Mortgage Rate on the
adjustable-rate
Mortgage Loans will adjust on each Adjustment
Date to equal the sum (rounded to the nearest
multiple of
one-eighth of one percent
(0.125%) or up to the nearest
one-eighth of one
percent,
which are
indicated
by a "U" on the
Mortgage
Loan
Schedule,
except in the case of the
adjustable-rate
Mortgage
Loans
indicated by an "X" on the Mortgage
Loan
Schedule
under the heading "NOTE
METHOD"),
of the related Index plus the Note Margin,
in
each case subject to the applicable Periodic Cap, Maximum Mortgage
Rate and Minimum Mortgage Rate.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage
Rate:
With
respect
to any
Mortgage
Loan as of any date of
determination,
a per annum
rate
equal to the
Mortgage Rate for such Mortgage Loan as of such date minus the
related Expense 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,
a per annum
rate
(which
will not be less than zero)
equal to
(i) the
product of (a) the
weighted
average of the Net Mortgage
Rates (or, if applicable,
the Modified Net Mortgage
Rates) on the
Mortgage
Loans using the Net
Mortgage
Rates in effect for the Monthly
Payments
due on such
Mortgage
Loans during the related Due
Period,
weighted on the basis of the respective
Stated
Principal
Balances
thereof for such
Distribution
Date, and (b) a fraction
expressed
as
percentage,
the
numerator
of which is 30 and the
denominator
of which is the actual
number
of days in the related
Interest
Accrual Period minus (ii) the
product of (a) a fraction
expressed as a percentage,
the numerator of which is the amount of
any Net Swap Payments or Swap
Termination
Payment not due to a Swap
Counterparty
Trigger Event 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 for such
Distribution
Date,
and (b) a
fraction
expressed as
percentage,
the numerator of which is 360 and the
denominator of which is the
actual number of days in the related Interest Accrual Period.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously made or proposed to be made by the Master Servicer or
Subservicer in respect
of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment of the Master
Servicer,
will not, or, in
the case of a proposed Advance,
would not, be ultimately
recoverable by the Master Servicer from related Late Collections,
Insurance
Proceeds,
Liquidation
Proceeds or REO
Proceeds.
To the extent
that any
Mortgagor
is not
obligated
under the
related
Mortgage
documents to pay or reimburse any portion of any Servicing
Advances that are outstanding
with respect to the related Mortgage Loan as
a result of a
modification
of such
Mortgage
Loan by the Master
Servicer,
which
forgives
amounts
which the Master
Servicer
or
Subservicer had previously
advanced,
and the Master Servicer
determines
that no other source of payment or
reimbursement
for such
advances is available to it, such Servicing
Advances shall be deemed to be
Nonrecoverable
Advances.
The determination by the Master
Servicer that it has made a Nonrecoverable
Advance shall be evidenced by a certificate of a Servicing Officer,
Responsible Officer or
Vice President or its
equivalent or senior officer of the Master
Servicer,
delivered to the Depositor,
the Trustee,
and the Master
Servicer setting forth such
determination,
which shall include any other
information or reports obtained by the Master Servicer such
as
property
operating
statements,
rent
rolls,
property
inspection
reports
and
engineering
reports,
which may
support
such
determinations.
Notwithstanding
the above,
the Trustee shall be entitled to rely upon any
determination by the Master Servicer that
any Advance
previously made is a
Nonrecoverable
Advance or that any proposed
Advance,
if made,
would
constitute a Nonrecoverable
Advance.
Nonsubserviced
Mortgage
Loan:
Any Mortgage Loan that, at the time of reference
thereto,
is not subject to a
Subservicing
Agreement.
Note Margin:
With respect to each
adjustable-rate
Mortgage
Loan, the fixed
percentage
set forth in the related
Mortgage
Note and indicated on the Mortgage Loan Schedule as the "NOTE
MARGIN," which
percentage is added to the Index on each
Adjustment Date
to determine
(subject to rounding in accordance
with the related
Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such
adjustable-rate Mortgage Loan until the next Adjustment Date.
Notional
Amount:
With respect to the Class SB
Certificates or REMIC III
Regular Interest SB-IO,
immediately
prior to any
Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC II Regular Interests.
Officers'
Certificate:
A certificate
signed by the Chairman of the Board, the President,
a Vice President,
Assistant Vice
President,
Director,
Managing
Director,
the
Treasurer,
the
Secretary,
an Assistant
Treasurer or an Assistant
Secretary of the
Depositor or the Master Servicer, as the case may be, and delivered
to the Trustee, as required by this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the Master
Servicer 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 any REMIC hereunder as a REMIC or compliance with the REMIC
Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or after which the Stated
Principal
Balance (after giving effect to
distributions to be made on such Distribution Date) of the Mortgage
Loans is less than 10.00% of the Cut-off Date Balance.
Outstanding
Mortgage Loan:
With respect to the Due Date in any Due Period,
a Mortgage Loan (including an REO Property) that
was not the subject of a Principal
Prepayment in Full,
Cash
Liquidation or REO
Disposition
and that was not purchased,
deleted or
substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to distributions
of principal to be made on such
Distribution
Date over
(b) the aggregate Certificate Principal Balance of the Class A
Certificates and Class M Certificates immediately prior to such
date.
Overcollateralization Floor:
An amount equal to the product of 0.50% and the Cut-off Date
Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date, the lesser of (a) Excess Cash Flow for that
Distribution
Date (to the extent not used to cover the amounts
described in clauses
(b)(iv) and (v) of the
definition
of Principal
Distribution
Amount as of such
Distribution
Date) and (b) the excess, if any, of (1) the Required
Overcollateralization
Amount for
such Distribution Date over (2) the Overcollateralization Amount
for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect to any
Distribution
Date on which the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all other
distributions
to be made on such
Distribution
Date,
greater
than
zero,
the
Overcollateralization
Reduction
Amount
shall
be
equal
to the
lesser
of (i) the
Excess
Overcollateralization
Amount
for that
Distribution Date and (ii) the Principal Remittance Amount on such
Distribution Date.
Ownership
Interest:
With respect to any Certificate,
any ownership or security interest in such Certificate,
including any
interest in such
Certificate as the Holder thereof and any other interest
therein,
whether direct or indirect,
legal or beneficial,
as owner or as pledgee.
Pass-Through
Rate: With respect to each Class of
Class A
Certificates and Class M
Certificates and any Distribution
Date,
the least of (i) a per annum rate equal to LIBOR plus the related
Margin for such
Distribution
Date, (ii) 14.000% per annum and (iii)
the Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB
Certificates or REMIC III
Regular
Interest SB-IO and any
Distribution
Date, a per annum rate
equal to the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant to clauses (i)
through (iii) below, and the denominator of which is the aggregate
principal balance of the REMIC II Regular
Interests.
For purposes
of calculating the Pass-Through
Rate for the Class SB
Certificates or the REMIC III Regular Interest SB-IO, the numerator
is equal to
the sum of the following components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT1 minus the
Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT2 minus the
Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT2; and
(iii)
the Uncertificated
Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the
Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC II Regular Interest LT4.
Paying Agent:
U.S. Bank National Association or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With respect to any Class A
Certificate or Class M
Certificate,
the undivided
percentage
ownership
interest
in the related
Class evidenced
by such
Certificate,
which
percentage
ownership
interest
shall be equal to the Initial
Certificate
Principal
Balance thereof divided by the aggregate
Initial
Certificate
Principal Balance of all of the Certificates of
the same Class.
The
Percentage
Interest with respect to a Class SB
Certificate or Class R
Certificate
shall be stated on the face
thereof.
Periodic
Cap:
With respect to each
adjustable-rate
Mortgage
Loan,
the periodic
rate cap that limits the increase or the
decrease of the related Mortgage Rate on any Adjustment Date
pursuant to the terms of the related Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or
guaranteed
as to principal
and interest by the United
States or any agency or
instrumentality
thereof when such obligations are backed by the full faith and
credit of the United States;
(ii)
repurchase
agreements
on
obligations
specified
in clause (i)
maturing
not more than one month from the date of
acquisition
thereof,
provided that the unsecured
obligations of the party agreeing to repurchase such
obligations
are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii)
federal funds,
certificates of deposit,
demand deposits,
time deposits and bankers'
acceptances (which shall each
have an original maturity of not more than 90 days and, in the case
of bankers'
acceptances,
shall in no event have
an
original
maturity
of more than 365 days or a remaining
maturity
of more than 30 days)
denominated
in United
States dollars of any U.S. depository
institution or trust company
incorporated under the laws of the United States
or any state thereof or of any domestic branch of a foreign
depository
institution or trust company;
provided that
the debt
obligations of such
depository
institution or trust company at the date of acquisition
thereof have been
rated by each Rating Agency in its highest
short-term rating available;
and, provided further that, if the original
maturity of such
short-term
obligations of a domestic branch of a foreign
depository
institution or trust company
shall exceed 30 days, the
short-term
rating of such
institution
shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is a Rating Agency;
(iv)
commercial
paper and
demand
notes
(having
original
maturities
of not more
than 365
days) of any
corporation
incorporated
under the laws of the United
States or any state
thereof
which on the date of
acquisition
has been
rated by each Rating
Agency in its highest short term rating
available;
provided
that such
commercial
paper and
demand notes shall have a remaining maturity of not more than 30
days;
(v)
a money
market
fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term
rating
available (which may be managed by the Trustee or one of its
Affiliates); and
(vi)
other
obligations or securities
that are acceptable to each Rating Agency as a Permitted
Investment
hereunder and
will not reduce the rating assigned to any Class of
Certificates by such Rating Agency below the then-current rating
assigned to such Certificates 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,
AAA in the case of Fitch and Aaa in the case
of Moody's,
and for purposes of this Agreement,
any references
herein to the highest rating available on unsecured
commercial paper
and
short-term
debt
obligations
shall mean the
following:
A-1 in the case of
Standard
& Poor's 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.
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
4.11.
Premium:
Any amounts paid with respect to any Mortgage Loan
repurchased by Residential
Funding pursuant to Section 9 of the
Assignment Agreement that are in excess of the Purchase Price for
the related Mortgage Loan.
Premium
Letter:
The letter among the Company,
the Trustee,
the Seller and the Master
Servicer that is available
from the
Trustee at the request of a Certificateholder.
Premium Rate:
The rate set forth in the Premium Letter.
Prepayment
Assumption:
With respect to the Class A Certificates
and Class M Certificates,
the prepayment
assumption to be
used for
determining the accrual of original issue discount and premium and
market
discount on such
Certificates
for federal income
tax purposes,
which (a) with respect to the fixed rate Mortgage Loans,
assumes a constant prepayment rate of 4% per annum of the then
outstanding
principal
balance
of the
Mortgage
Loans in the
first
month
of the life of the
fixed-rate
Mortgage
Loans,
and an
additional
approximate
21/11% per annum in each month thereafter until the twelfth month,
and then beginning in the twelfth month and
in each month
thereafter
during the life of the fixed-rate
Mortgage Loans, a constant
prepayment rate of 25.0% per annum each month
and (b)
with
respect
to the
adjustable-rate
Mortgage
Loans,
assumes
a
constant
prepayment
rate of 4% per
annum
of the then
outstanding
principal balance of the
adjustable-rate
Mortgage Loans in the first month of the life of the
adjustable-rate
Mortgage
Loans,
and an additional
approximate
26/11% per annum in each month
thereafter
until the twelfth month,
and then beginning in the
twelfth month and in each month thereafter
during the life of the
adjustable-rate
Mortgage Loans, a constant
prepayment rate of 30%
per annum each month.
Prepayment
Interest
Shortfall:
With
respect to any
Distribution
Date and any Mortgage
Loan (other than a Mortgage
Loan
relating to an REO
Property)
that was the subject of (a) a Principal
Prepayment
in Full during the related
Prepayment
Period,
an
amount
equal to the excess of one month's
interest at the related Net Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a
Modified
Mortgage
Loan) on the Stated
Principal
Balance of such Mortgage Loan over the amount of interest
(adjusted to the related
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the date of such Principal
Prepayment in Full or (b) a Curtailment
during the prior calendar
month, an amount equal to one
month's
interest at the related Net
Mortgage
Rate (or Modified Net
Mortgage
Rate in the case of a Modified
Mortgage
Loan) on the
amount of such Curtailment.
Prepayment Period:
With respect to any Distribution Date, the calendar month preceding
the month of distribution.
Primary
Insurance Policy:
Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on the Mortgage
Loan Schedule with the exception of code "A23," "A34" or "A96"
under the column "MI CO CODE."
Principal
Distribution
Amount:
With respect to any
Distribution
Date,
the lesser of (a) the excess of (x) the sum of (A)
the Available
Distribution
Amount and (B) with respect to clauses
(b)(v) and (vi) below,
the amounts
received by the
Supplemental
Interest Trust Trustee under the Swap Agreement for that
Distribution
Date, over (y) the Interest
Distribution
Amount,
and (b) the
sum of:
(i)
the
principal
portion
of each
Monthly
Payment
received
or
Advanced
with
respect
to the
related
Due Period on each
Outstanding Mortgage Loan;
(ii)
the Stated Principal
Balance of any Mortgage Loan repurchased
during the related
Prepayment
Period (or deemed to have been
so repurchased in accordance with
Section 3.07(b))
pursuant to
Section 2.02,
2.03, 2.04 or 4.07 and the amount of any
shortfall
deposited in the Custodial
Account in connection with the substitution of a Deleted Mortgage
Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii)
the
principal
portion of all other
unscheduled
collections,
other
than
Subsequent
Recoveries,
on the
Mortgage
Loans
(including,
without limitation,
Principal Prepayments in Full, Curtailments,
Insurance Proceeds,
Liquidation Proceeds
and REO
Proceeds)
received
during the related
Prepayment
Period (or deemed to have been so
received)
to the extent
applied by the Master Servicer as recoveries of principal of the
Mortgage Loans pursuant to Section 3.14;
(iv)
the lesser of (1)
Subsequent
Recoveries
for such
Distribution
Date and (2) the principal
portion of any Realized
Losses
allocated to any Class of Certificates on a prior Distribution Date
and remaining unpaid;
(v)
the lesser of (1) the
Excess
Cash Flow for such
Distribution
Date (to the extent not used
pursuant to clause (iv) of this
definition on such
Distribution
Date) and (2) the
principal portion of any Realized Losses incurred (or deemed to
have
been incurred) on any Mortgage Loans in the calendar month
preceding such Distribution Date; and
(vi)
the lesser of (1) the Excess Cash Flow for that
Distribution
Date (to the extent not used
pursuant to clauses (iv) and
(v) of
this
definition
on such
Distribution
Date)
and
(2)
the
Overcollateralization
Increase
Amount
for
such
Distribution Date;
minus
(vii)
(A) the
amount
of any
Overcollateralization
Reduction
Amount
for
such
Distribution
Date
and (B)
the
amount
of any
Capitalization Reimbursement Amount for such Distribution Date.
Principal
Prepayment:
Any payment of principal or other
recovery on a Mortgage
Loan,
including a recovery
that takes the
form of Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of its scheduled Due Date and is not
accompanied by
an amount as to interest
representing
scheduled
interest on such payment due on any date or dates in any month or
months
subsequent
to the month of prepayment.
Principal
Prepayment in Full:
Any Principal
Prepayment
made by a Mortgagor of the entire
principal
balance of a Mortgage
Loan.
Principal
Remittance
Amount:
With respect to any Distribution
Date, all amounts
described in clauses (b)(i) through (iii)
of the definition of Principal Distribution Amount for that
Distribution Date.
Program
Guide:
The
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 and in each case all
supplements
and amendments
thereto published by Residential Funding.
Purchase
Price:
With
respect to any
Mortgage
Loan (or REO
Property)
required to be or
otherwise
purchased on any date
pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the
Stated Principal
Balance thereof plus the
principal
portion of any related
unreimbursed
Advances and (ii) unpaid accrued interest at either (a) the
Adjusted Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) plus the rate per annum at which the Servicing Fee is
calculated,
or (b) in the case of a purchase
made by the Master
Servicer,
at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of
a Modified
Mortgage
Loan) plus the Credit Risk Manager Fee Rate, in each case on the
Stated
Principal
Balance
thereof to the first
day of the month
following the month of purchase from the Due Date to which interest
was last paid by the
Mortgagor.
With respect to
any Mortgage Loan (or REO Property)
required to be or otherwise
purchased on any date
pursuant to
Section 4.08,
an amount equal to
the greater of (i) the sum of (a) 100% of the Stated Principal
Balance thereof plus the principal
portion of any related
unreimbursed
Advances of such
Mortgage
Loan (or REO
Property)
and (b) unpaid
accrued
interest
at either (1) the
Adjusted
Mortgage
Rate (or
Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) plus the rate per annum at which the Servicing Fee is
calculated,
or (2) in the case of a purchase
made by the Master
Servicer,
at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of
a Modified
Mortgage Loan), in each case on the Stated
Principal
Balance thereof to the first day of the month following the month
of
purchase from the Due Date to which interest was last paid by the
Mortgagor,
and (ii) the fair market value of such Mortgage Loan (or
REO
Property).
The
Purchase
Price for any
Mortgage
Loan shall also
include any Premium
paid by RFC pursuant to Section 9 of the
Assignment and Assumption Agreement.
Such Premium shall not be an asset of the REMIC.
Qualified Institutional Buyer: The meaning specified in Rule 144A
under the Securities Act.
Qualified
Substitute
Mortgage
Loan: A Mortgage
Loan
substituted
by
Residential
Funding or the
Depositor for a Deleted
Mortgage Loan which must, on the date of such
substitution,
as confirmed in an Officers'
Certificate
delivered to the Trustee,
(i)
have an
outstanding
principal
balance,
after
deduction
of the
principal
portion
of the
monthly
payment
due in the
month of
substitution
(or in the case of a substitution
of more than one Mortgage Loan for a Deleted
Mortgage Loan, an aggregate
outstanding
principal
balance,
after such deduction),
not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by Residential
Funding,
in the Custodial
Account in the month of
substitution);
(ii) have a Mortgage
Rate and a Net
Mortgage
Rate no lower
than and not more than 1% per annum
higher
than the
Mortgage
Rate and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan as of the
date
of
substitution;
(iii)
have a
Loan-to-Value
Ratio
at the
time of
substitution
no higher than that of the
Deleted
Mortgage
Loan at the time of
substitution;
(iv) have a
remaining
term to stated
maturity
not
greater
than
(and not more
than one year
less
than)
that of the
Deleted
Mortgage
Loan;
(v)
comply
with
each
representation
and warranty set forth in Sections
2.03 and 2.04 hereof and
Section 4 of the
Assignment
Agreement,
(other than the
representations
and warranties set forth therein with respect to the number of
loans
(including the related
percentage) in excess of
zero
which
meet or do not
meet a
specified
criteria);
(vi)
not be 30
days
or more
Delinquent;
(vii)
not be
subject
to the
requirements of HOEPA (as defined in the Assignment
Agreement);
(viii) have a policy of title insurance,
in the form and amount that
is in material
compliance
with the Program
Guide,
that was effective as of the closing of such Mortgage Loan, is
valid and binding,
and remains in full force and effect,
unless the
Mortgage
Property is located in the State of Iowa where an
attorney's
certificate
has been provided as described in the Program
Guide;
(ix) if the Deleted Loan is not a Balloon Loan,
not be a Balloon Loan; (x) with
respect to adjustable rate Mortgage
Loans,
have a Mortgage Rate that adjusts with the same frequency and based
upon the same Index as
that of the Deleted
Mortgage Loan; (xi) with respect to adjustable
rate Mortgage Loans,
have a Note Margin not less than that of the
Deleted
Mortgage Loan;
(xii) with respect to adjustable
rate Mortgage
Loans,
have a Periodic Rate Cap that is equal to that of the
Deleted
Mortgage Loan;
(xiii) with respect to adjustable rate Mortgage
Loans,
have a next Adjustment Date no later than that of the
Deleted Mortgage Loan, and (xiv) be secured by a lien with the same
lien priority as the Deleted Loan.
Rating
Agency:
Each of
Standard & Poor's,
Moody's
and
Fitch.
If any agency or a
successor
is no longer in
existence,
"Rating Agency" shall be such statistical
credit rating agency,
or other comparable
Person,
designated by the Depositor,
notice of
which designation shall be given to the Trustee and the Master
Servicer.
Realized
Loss:
With respect to each Mortgage Loan (or REO Property) as to which a
Cash
Liquidation or REO
Disposition
has
occurred,
an amount (not less than zero) equal to (i) the Stated
Principal
Balance of the Mortgage
Loan (or REO Property) as of the
date of Cash Liquidation or REO Disposition,
plus (ii) interest (and REO Imputed
Interest,
if any) at the Net Mortgage Rate from the
Due Date as to which
interest
was last
paid or
advanced
to
Certificateholders
up to the last day of the
month in which the Cash
Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or
REO Property)
outstanding
during
each Due Period that such
interest was not paid or advanced,
minus (iii) the
proceeds,
if any,
received
during the month in which
such Cash
Liquidation (or REO Disposition)
occurred,
to the extent applied as recoveries of interest at the Net Mortgage
Rate and to
principal of the Mortgage Loan, net of the portion
thereof
reimbursable
to the Master
Servicer or any
Subservicer
with respect to
related
Advances,
Servicing
Advances or other expenses as to which the Master
Servicer or Subservicer is entitled to
reimbursement
thereunder
but which have not been
previously
reimbursed.
With
respect to each
Mortgage
Loan which is the subject of a Servicing
Modification,
(a) (1) the amount by which the interest
portion of a Monthly
Payment or the
principal
balance of such Mortgage Loan
was
reduced or (2) the sum of any other
amounts
owing under the
Mortgage
Loan that were
forgiven
and that
constitute
Servicing
Advances that are
reimbursable
to the Master
Servicer or a
Subservicer,
and (b) any such amount with respect to a Monthly
Payment
that was or would have been due in the month immediately
following the month in which a Principal
Prepayment or the Purchase Price of
such
Mortgage
Loan is received or is deemed to have been
received.
With respect to each
Mortgage Loan which has become the subject
of a Deficient
Valuation,
the difference
between the principal
balance of the Mortgage Loan outstanding
immediately
prior to such
Deficient
Valuation
and the
principal
balance of the
Mortgage
Loan as reduced by the
Deficient
Valuation.
With respect to each
Mortgage
Loan which has become the object of a Debt
Service
Reduction,
the amount of such Debt Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Realized
Loss hereunder so long as the Master
Servicer
has
notified
the
Trustee in writing
that the Master
Servicer
is
diligently
pursuing
any
remedies
that may exist in
connection with the
representations
and warranties made regarding the related
Mortgage Loan and either (A) the related Mortgage Loan
is not in default
with regard to payments due
thereunder
or (B)
delinquent
payments of
principal
and interest
under the related
Mortgage Loan and any premiums on any applicable
primary hazard
insurance
policy and any related escrow
payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master
Servicer or a
Subservicer,
in either case without giving effect to
any Debt Service Reduction.
Realized
Losses
allocated to the Class SB
Certificates
shall be allocated
first to REMIC III
Regular
Interest
SB-IO in
reduction of the accrued but unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and then
to REMIC III Regular Interest SB-PO in reduction of the
Uncertificated Principal Balance thereof.
To the extent the Master
Servicer
receives
Subsequent
Recoveries
with
respect to any
Mortgage
Loan,
the amount of the
Realized Loss with respect to that Mortgage Loan will be reduced to
the extent such
recoveries
are applied to reduce the
Certificate
Principal Balance of any Class of Certificates on any Distribution
Date.
Record Date: With respect to each Distribution Date and the LIBOR
Certificates,
the Business Day immediately
preceding such
Distribution
Date. With respect to each
Distribution
Date and the
Certificates
(other than the LIBOR
Certificates),
the close of
business on the last Business Day of the month next preceding the
month in which the related
Distribution
Date occurs,
except in the
case of the first Record Date which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Certificates:
The Class A Certificates, Class M Certificates and Class SB
Certificates.
Regular Interest:
Any one of the regular interests in the REMICs.
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.
Relief Act:
The Servicemembers Civil Relief Act, formerly known as the
Soldiers' and Sailors' Civil Relief Act of 1940.
Relief Act
Shortfalls:
Interest
shortfalls on the Mortgage Loans
resulting
from the Relief Act or similar
legislation or
regulations.
REMIC:
A "real estate
mortgage
investment
conduit"
within the meaning of
Section 860D
of the Code. As used herein,
the
term "REMIC" shall mean REMIC I, REMIC II or REMIC III.
REMIC
Administrator:
Residential
Funding
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 any Premium
received
pursuant to Section 9 of the
Assignment
Agreement,
the
Supplemental
Interest Trust Account,
the Swap
Agreement and the SB-AM Swap
Agreement),
constituting a
portion of the primary trust created
hereby and to be
administered
hereunder,
with respect to which a separate REMIC election is to
be made, consisting of:
(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
Available
Distribution
Amount:
The Available
Distribution
Amount increased by the amount of any Net Swap Payment
described in clause (b)(z) thereof.
REMIC
I Distribution
Amount:
For any Distribution Date, the REMIC I Available
Distribution
Amount shall be distributed to
REMIC II in respect
of the REMIC I Regular
Interests
and
Component
I of the Class R
Certificates
in the
following
amounts
and
priority:
(a)
to each REMIC I Regular Interest,
pro rata, in an amount equal to (i)
Uncertificated
Accrued Interest for
such REMIC I Regular
Interest for such
Distribution
Date,
plus (ii) any amounts payable in respect
thereof
remaining
unpaid from
previous Distribution Dates;
(b)
to the extent of amounts
remaining after the distributions
made pursuant to clause (a) above,
payments of
principal
shall be
allocated
as
follows:
first,
to REMIC I
Regular
Interests
I-1-A and
I-1-B
pro rata
until
the
aggregate
Uncertificated
Principal
Balance
of REMIC I Regular
Interests
I-1-A and I-1-B is equal to the
aggregate
Certicificate
Principal
Balance
of the Class A
Certificates
and Class M
Certificates
on such
Distribution
Date
(after
giving
effect to
amounts to be
distributed and Realized Losses to be allocated on such
Distribution
Date);
and second,
to the extent of any
Overcollateralization
Reduction
Amount to REMIC I Regular
Interest
A-I until the
Uncertificated
Principal
Balance of such REMIC I Regular
Interest
is
reduced to zero; and
(c) any remaining amounts to the Class R Certificates in respect of
Component I thereof.
REMIC I Interests:
The REMIC I Regular Interests and Component I of the Class R
Certificates.
REMIC I Realized Losses:
All Realized Losses on the Mortgage Loans shall be allocated on
each
Distribution
Date as follows:
first,
to REMIC I Regular
Interests
I-1-A and I-1-B,
pro rata in an amount equal to the aggregate
amount of such
Realized
Losses
allocated to the Class A Certificates and Class M Certificates on
such
Distribution
Date; and second, to REMIC I Regular Interest A-I
until the Uncertificated Principal Balance of such REMIC I Regular
Interest has been reduced to zero.
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
Regular
Interest
A-I:
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 II:
The
segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC
election is to be made, consisting of the REMIC I Regular
Interests.
REMIC II
Available
Distribution
Amount:
For any Distribution Date, the amount distributed from REMIC I to
REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II
Distribution
Amount: For any Distribution Date, the REMIC II Available
Distribution Amount shall be distributed to
REMIC III in respect of the REMIC II
Regular
Interests and
Component II of the Class R
Certificates
in the
following
amounts and
priority:
(a)
to REMIC II
Regular
Interest LT-IO,
in an amount equal to (i)
Uncertificated
Accrued
Interest for such
REMIC II
Regular
Interest
for such
Distribution
Date,
plus (ii) any amounts in respect
thereof
remaining
unpaid from
previous
Distribution Dates;
(b)
to the extent of amounts
remaining after the
distributions
made pursuant to clause (a) above, to REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
pro
rata,
in an amount
equal to (i) their
Uncertificated
Accrued
Interest
for such
Distribution Date, plus (ii) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) and (b) above:
(i)
to
REMIC II
Regular
Interests
LT2,
LT3 and LT4,
their
respective
Principal
Distribution Amounts;
(ii)
to
REMIC II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated
Principal Balance thereof is reduced to zero;
(iii)
any remainder to REMIC II
Regular
Interests LT2, LT3 and LT4, pro rata according
to their respective
Uncertificated
Principal Balances as reduced by the distributions deemed made
pursuant
to (i) above, until their respective Uncertificated Principal
Balances are reduced to zero; and
(d)
to the extent of amounts remaining after the distributions made
pursuant to clauses (a) through (c) above:
(i)
first,
to each of the
REMIC II
Regular
Interests,
pro rata
according
to the
amount of unreimbursed
Realized Losses
allocable to principal
previously
allocated to each such REMIC II
Regular
Interest,
the aggregate
amount of any
distributions to the Certificates as reimbursement of such
Realized Losses on such Distribution
Date pursuant to clause (ix) in
Section 4.02(c);
provided,
however,
that any amounts distributed pursuant to this paragraph (d)(i) of
this definition of "REMIC II
Distribution
Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the REMIC II Regular
Interests; and
(ii)
second, to Component II of the Class R Certificates, any remaining
amount.
REMIC II Net WAC Rate:
With
respect to any
Distribution
Date,
a per annum rate equal to the
weighted
average of (x) the
Uncertificated
REMIC I
Pass-Through
Rate for REMIC I Regular Interest I-1-B, (y) the
Uncertificated
REMIC I
Pass-Through Rate for
REMIC I Regular Interest A-I, and (z) with respect to REMIC I
Regular
Interest I-1-A,
two (2) multiplied by Swap LIBOR,
subject to a
maximum rate equal to its Uncertificated
REMIC I Pass-Through Rate,
weighted on the basis of the Uncertificated
Principal Balance of
each such REMIC I Regular Interest for such Distribution Date.
REMIC II
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
principal
balances of the
REMIC II Regular Interests LT1, LT2, LT3 and LT4,
respectively will be reduced on such Distribution Date by the
allocation of Realized
Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the principal balance of the REMIC II Regular Interest LT1 after
distributions on the prior Distribution Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the prior Distribution Date.
Y4 =
the
principal
balance of the REMIC II
Regular
Interest LT4 after
distributions
on the prior
Distribution
Date
(note:
Y3 = Y4).
(DELTA)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(DELTA)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(DELTA)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(DELTA)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of REMIC II
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions
and the
allocation of Realized Losses on the prior Distribution Date.
P1 =
the aggregate
principal balance of the REMIC II Regular Interests LT1, LT2, LT3
and LT4 after
distributions and the
allocation of Realized Losses to be made on such Distribution Date.
(DELTA)P =
P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2,
LT3 and LT4 Principal Reduction Amounts.
=
the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal
distributions to be
made on, the Certificates on such
Distribution
Date (including
distributions of accrued and unpaid interest on the
Class SB Certificates for prior Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed
and Realized Losses
allocated on the prior Distribution Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly
rate) after giving effect to amounts to be
distributed
and Realized
Losses to be allocated on such Distribution Date.
(alpha) =
(Y2 + Y3)/P0.
The
initial
value of (alpha) on the
Closing
Date for use on the first
Distribution
Date
shall be 0.0001.
(gamma)0 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such
Class applicable
for
distributions to be made on such Distribution Date and (ii) the
aggregate Certificate
Principal Balance for such Class after
distributions and the allocation of Realized Losses on
the prior Distribution Date and (B) R0*P0.
(gamma)1 =
the lesser of (A) the sum for all Classes of Certificates other
than the Class SB
Certificates and Class IO
Certificates
of the product for each
Class of
(i) the monthly
interest
rate (as limited by the
REMIC II Net WAC
Rate, if applicable) for such Class applicable for distributions to
be made on the next succeeding
Distribution Date
and (ii) the
aggregate
Certificate
Principal
Balance for such
Class after
distributions
and the
allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - Y3 - Y4;
(DELTA)Y2 = (a/2){(a0R1 - a1R0)/R0R1};
(DELTA)Y3 = (a(DELTA)P - (DELTA)Y2); and
(DELTA)Y4 = (DELTA)Y3.
if both (DELTA)Y2 and (DELTA)Y3, as so determined, are non-negative
numbers.
Otherwise:
(1)
If (DELTA)Y2, as so determined, is negative, then
(DELTA)Y2 = 0
(DELTA)Y3 = a{a1R0P0 - a0R1P1}/{a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
(2)
If (DELTA)Y3, as so determined, is negative, then
(DELTA)Y3 = 0;
(DELTA)Y2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
(DELTA)Y4 = (DELTA)Y3; and
(DELTA)Y1 = (DELTA)P - (DELTA)Y2 - (DELTA)Y3 - (DELTA)Y4.
REMIC II
Realized
Losses:
Realized
Losses on the Mortgage
Loans shall be allocated to the REMIC II
Regular
Interests as
follows.
The interest
portion of Realized Losses on the Mortgage Loans, if any, shall be
allocated among REMIC II
Regular
Interests
LT1,
LT2 and LT4,
pro rata
according
to the amount of interest
accrued but unpaid
thereon,
in
reduction
thereof.
Any interest
portion of such Realized Losses in excess of the amount
allocated
pursuant to the preceding
sentence shall be treated as a principal
portion of Realized
Losses not
attributable to any specific
Mortgage Loan and allocated
pursuant to the succeeding
sentences.
The
principal
portion of Realized
Losses with respect to the Mortgage
Loans shall be
allocated
to the
REMIC II
Regular
Interests as
follows:
first, to REMIC II Regular Interests LT2, LT3 and LT4, pro-rata
according to their respective
REMIC II
Principal
Reduction
Amounts to the extent thereof in reduction of the
Uncertificated
Principal
Balance of such REMIC II
Regular
Interests and, second,
the
remainder,
if any, of such
principal
portion of such
Realized
Losses shall be allocated to REMIC II
Regular
Interest LT1 in
reduction of the Uncertificated Principal Balance thereof.
REMIC II
Regular
Interests:
REMIC II Regular
Interest LT1,
REMIC II Regular Interest LT2,
REMIC II Regular Interest LT3,
REMIC II Regular Interest LT4 and REMIC II Regular Interest LT-IO.
REMIC II
Regular
Interest LT1: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT1 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT1 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT1 on such Distribution Date.
REMIC II
Regular
Interest LT2: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT2 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT2 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT2 on such Distribution Date.
REMIC II
Regular
Interest LT3: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT3 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT3 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT3 on such Distribution Date.
REMIC II
Regular
Interest LT4: A regular
interest in REMIC II
that is held as an asset of
REMIC III,
that has an initial
principal balance equal to the related
Uncertificated
Principal Balance, that bears interest at the related
Uncertificated
REMIC II
Pass-Through Rate, and that has such other terms as are described
herein.
REMIC II Regular Interest LT4 Principal
Distribution
Amount:
For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT4 Principal
Reduction Amount for such
Distribution Date over the Realized Losses allocated to the REMIC
II Regular
Interest LT4 on such Distribution Date.
REMIC II
Regular
Interest LT-IO: A regular
interest in REMIC II that is held as an asset of REMIC III,
that has no initial
principal
balance,
that bears
interest at the related
Uncertificated
REMIC II
Pass-Through
Rate on its
Uncertificated
Notional
Amount, and that has such other terms as are described herein.
REMIC III:
The segregated
pool of assets subject
hereto,
constituting a portion of the primary trust created hereby and to
be
administered
hereunder,
with
respect to which a separate
REMIC
election
is to be made,
consisting
of the
REMIC II
Regular
Interests.
REMIC III
Available
Distribution
Amount:
For any Distribution
Date, the amount
distributed from REMIC II to REMIC III on
such Distribution Date in respect of the REMIC II Regular
Interests.
REMIC III
Distribution
Amount:
For any
Distribution
Date,
the REMIC III
Available
Distribution
Amount shall be deemed
distributed to the Class A, Class M and Class SB Certificates
in respect of the portion of such
Certificates
representing
ownership
of
REMIC III Regular Interests and Component III of the Class R
Certificates in the following amounts and priority:
(i)
to the Class SB
Certificateholders
in respect of the REMIC III Regular Interest IO, the amount
distributable
with
respect to such
REMIC III
Regular
Interest as
described
in the
Preliminary
Statement,
being paid from and in
reduction
of the
REMIC III Available Distribution Amount for such Distribution Date;
(ii)
to the Class A Certificateholders,
the Accrued Certificate Interest payable on the Class A
Certificates with respect
to such
Distribution
Date,
plus any
related
amounts
accrued
pursuant
to this
clause (i) but
remaining
unpaid
from any prior
Distribution Date, being paid from and in reduction of the REMIC
III Available Distribution Amount for such Distribution Date;
(iii)
to the Class M Certificateholders,
from the amount, if any, of the Available Distribution Amount
remaining after the
foregoing
distributions,
Accrued
Certificate
Interest payable on the Class M Certificates with respect to such
Distribution
Date,
plus any related amounts accrued pursuant to this clause (ii) but
remaining unpaid from any prior Distribution Date,
sequentially,
to
the Class M-1 Certificateholders,
Class M-2 Certificateholders,
Class M-3 Certificateholders, Class M-4 Certificateholders, Class
M-5
Certificateholders,
Class
M-6
Certificateholders,
Class
M-7
Certificateholders,
Class
M-8
Certificateholders
and
Class
M-9
Certificateholders,
in that
order,
being
paid
from and in
reduction
of the
REMIC III
Available
Distribution
Amount
for such
Distribution Date;
(iv)
the Principal
Distribution
Amount shall be distributed as follows, to be applied to reduce the
principal balance of
the
REMIC III
Regular
Interest
related
to the
applicable
Certificates
in each
case to the
extent of the
remaining
Principal
Distribution Amount:
(A)
first,
the Class A Principal
Distribution
Amount shall be distributed
sequentially to (i) the Class A-1,
Class
A-1A and
Class
A-1B
Certificateholders,
pro
rata,
(ii) the
Class
A-2
Certificateholders
and
(iii)
the Class A-3
Certificateholders, in that order, in each case until the
Certificate Principal Balance thereof is reduced to
zero;
(B)
second,
to the
Class M-1
Certificateholders,
the
Class M-1
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-1 Certificates has
been reduced to zero;
(C)
third,
to the
Class M-2
Certificateholders,
the
Class M-2
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-2 Certificates has
been reduced to zero;
(D)
fourth,
to the
Class M-3
Certificateholders,
the
Class M-3
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-3 Certificates has
been reduced to zero;
(E)
fifth,
to the
Class M-4
Certificateholders,
the
Class M-4
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-4 Certificates has
been reduced to zero;
(F)
sixth,
to the
Class M-5
Certificateholders,
the
Class M-5
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-5 Certificates has
been reduced to zero;
(G)
seventh,
to the
Class M-6
Certificateholders,
the Class M-6
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-6 Certificates has
been reduced to zero;
(H)
eighth,
to the
Class M-7
Certificateholders,
the
Class M-7
Principal
Distribution
Amount,
until the
Certificate Principal Balance of the Class M-7 Certificates has
been reduced to zero;
(I)
ninth,
to the
Class M-8
Certificateholders,
the
Class M-8
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-8 Certificates has
been reduced to zero; and
(J)
tenth,
to the
Class M-9
Certificateholders,
the
Class M-9
Principal
Distribution
Amount,
until
the
Certificate Principal Balance of the Class M-9 Certificates has
been reduced to zero; and
(v)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
allocated
thereto for such Distribution
Date, on a pro rata basis based on Prepayment
Interest
Shortfalls
allocated thereto to the
extent not offset by Eligible Master Servicing Compensation on such
Distribution Date;
(vi)
to the Class A Certificateholders
and Class M
Certificateholders,
the amount of any Prepayment Interest Shortfalls
previously
allocated
thereto
remaining
unpaid from prior
Distribution
Dates
together with
interest
thereon at the related Pass
Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously allocated thereto;
(vii)
to the Class SB
Certificateholders,
(A) from the amount,
if any, of the REMIC III
Available
Distribution
Amount
remaining
after
the
foregoing
distributions,
the
sum
of (I)
Accrued
Certificate
Interest
thereon,
(II)
the
amount
of any
Overcollateralization
Reduction Amount for such Distribution Date and (III) for any
Distribution Date after the Certificate
Principal
Balance of each Class of Class A Certificates and Class M
Certificates has been reduced to zero, the
Overcollateralization
Amount and
(B) from
prepayment
charges on deposit in the Certificate
Account,
any prepayment charges received on the Mortgage Loans during the
related Prepayment Period; and
(viii)
to the Holders of the Class R Certificates,
the balance, if any, of the REMIC III Available
Distribution Amount, in
respect of Component III thereof.
REMIC III
Regular Interest SB-PO: A separate
non-certificated
beneficial
ownership
interest in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III.
REMIC III
Regular Interest SB-PO shall have no entitlement to interest,
and shall
be entitled to
distributions
of
principal
subject to the terms and
conditions
hereof,
in
aggregate
amount equal to the initial
Certificate Principal Balance of the Class SB Certificates as set
forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate
non-certificated
beneficial
ownership
interests in REMIC III issued hereunder
and designated as a Regular
Interest in REMIC III.
REMIC III
Regular
Interest
SB-IO shall have no
entitlement
to principal,
and
shall be entitled to distributions of interest
subject to the terms and conditions
hereof,
in aggregate amount equal to the interest
distributable with respect to the Class SB Certificates pursuant to
the terms and conditions hereof.
REMIC III Regular Interest IO: A separate
non-certificated
beneficial
ownership
interest in REMIC III issued hereunder and
designated as a Regular
Interest in REMIC III.
REMIC III
Regular
Interest IO shall have no entitlement
to principal,
and shall be
entitled
to
distributions
of
interest
subject to the terms and
conditions
hereof,
in
aggregate
amount
equal to the
interest
distributable with respect to REMIC II Regular Interest LT-IO.
REMIC III
Regular
Interests:
REMIC III Regular
Interests SB-IO,
SB-PO and IO, together with the Class A
Certificates and
Class M
Certificates
exclusive of their respective
rights to receive the payment of Basis Risk Shortfalls and other
amounts pursuant
to the SB-AM Swap Agreement.
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
Provisions:
Provisions
of the federal
income tax law relating to real estate
mortgage
investment
conduits,
which
appear at Sections
860A
through
860G of
Subchapter M of Chapter 1 of the Code,
and related
provisions,
and
temporary
and final
regulations
(or, to the extent not
inconsistent
with such
temporary
or final
regulations,
proposed
regulations)
and
published
rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
REO
Acquisition:
The acquisition by the Master
Servicer on behalf of the Trustee for the benefit of the
Certificateholders
of any REO Property pursuant to Section 3.14.
REO
Disposition:
With
respect
to any
REO
Property,
a
determination
by
the
Master
Servicer
that
it
has
received
substantially all Insurance Proceeds,
Liquidation
Proceeds,
REO Proceeds and other payments and recoveries
(including proceeds of a
final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Imputed
Interest:
With respect to any REO Property,
for any period,
an amount
equivalent to interest (at a rate equal
to the Net
Mortgage
Rate that
would
have been
applicable
to the
related
Mortgage
Loan had it been
outstanding)
on the unpaid
principal balance of the Mortgage Loan as of the date of
acquisition thereof for such period.
REO Proceeds:
Proceeds,
net of expenses,
received in respect of any REO Property (including,
without limitation,
proceeds
from the rental of the related
Mortgaged
Property)
which proceeds are required to be deposited into the Custodial
Account only upon
the related REO Disposition.
REO
Property:
A
Mortgaged
Property
acquired
by the Master
Servicer
on behalf of the Trust Fund for the
benefit of the
Certificateholders through foreclosure or deed in lieu of
foreclosure in connection with a defaulted Mortgage Loan.
Reportable
Modified
Mortgage Loan: Any Mortgage Loan that (a) has been subject to an
interest rate
reduction,
(b) has been
subject to a term
extension
or (c) has had
amounts
owing on such
Mortgage
Loan
capitalized
by adding
such amount to the Stated
Principal
Balance of such
Mortgage
Loan;
provided,
however,
that a Mortgage
Loan
modified
in
accordance
with (a) above for a
temporary
period shall not be a
Reportable
Modified
Mortgage
Loan if such
Mortgage
Loan has not been
delinquent
in payments of
principal
and
interest for six months since the date of such
modification
if that
interest
rate
reduction is not made
permanent
thereafter.
Repurchase Event:
As defined in the Assignment Agreement.
Request for Release:
A request for release,
the form of which is attached as Exhibit G hereto,
or an electronic
request in
a form acceptable to the Custodian.
Required
Insurance
Policy:
With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from
time to time under this Agreement, the Program Guide or the related
Subservicing Agreement in respect of such Mortgage Loan.
Required
Overcollateralization
Amount:
With respect to any
Distribution
Date,
(a) prior to the Stepdown
Date, an amount
equal to 3.20% of the aggregate
Stated
Principal
Balance of the Mortgage
Loans as of the Cut-off Date, (b) on or after the Stepdown
Date if a Trigger Event is not in effect,
the greater of (i) an amount equal to 6.40% of the aggregate
outstanding
Stated
Principal
Balance of the Mortgage Loans after giving effect to distributions
made on that Distribution
Date and (ii) the
Overcollateralization
Floor and (c) on or after the Stepdown
Date if a Trigger
Event is in effect,
an amount
equal to the Required
Overcollateralization
Amount from the immediately preceding
Distribution Date. The Required
Overcollateralization
Amount may be reduced so long as written
confirmation
is
obtained
from each
Rating
Agency
that such
reduction
shall not
reduce
the
ratings
assigned
to any Class of
Certificates by such Rating Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the
Closing Date by such Rating Agency.
Residential
Funding:
Residential
Funding Company,
LLC, a Delaware limited liability company,
in its capacity as seller of
the Mortgage Loans to the Depositor and any successor thereto.
Responsible
Officer:
When used with respect to the Trustee,
any officer of the Corporate
Trust
Department of the Trustee,
including any Senior Vice President,
any Vice President,
any Assistant Vice President,
any Assistant Secretary, any Trust Officer or
Assistant Trust Officer,
or any other officer of the Trustee,
in each case with direct
responsibility for the administration of this
Agreement.
RFC Exemption:
As defined in Section 5.02(e)(ii).
Rule 144A:
Rule 144A under the Securities Act of 1933, as in effect from time
to time.
SB-AM
Swap
Agreement:
The swap
between
the
Class SB
Certificateholder
and the Class A
Certificateholders
and Class M
Certificateholders evidenced by the confirmation attached hereto as
Exhibit Q and incorporated herein by reference.
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.
Seller:
With
respect to any
Mortgage
Loan,
a Person,
including
any
Subservicer,
that
executed
a Seller's
Agreement
applicable to such Mortgage Loan.
Seller's
Agreement:
An
agreement
for the
origination
and sale of
Mortgage
Loans
generally
in the form of the
seller
contract
referred to or
contained in the Program
Guide,
or in such other form as has been
approved by the Master
Servicer and the
Depositor.
Senior
Enhancement
Percentage:
For any Distribution Date, the fraction,
expressed as a percentage,
the numerator of which
is the sum of (i) the aggregate
Certificate Principal Balance of the Class M Certificates and (ii)
the
Overcollateralization
Amount,
in each case prior to the distribution of the Principal
Distribution
Amount on such Distribution Date and the denominator of which is
the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date.
Servicing Accounts:
The account or accounts created and maintained pursuant to Section
3.08.
Servicing
Advances:
All customary,
reasonable and necessary "out of pocket" costs and expenses
incurred in connection with
a default,
delinquency
or other
unanticipated
event by the Master
Servicer or a Subservicer
in the
performance
of its servicing
obligations,
including,
but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or,
with respect to a cooperative
loan,
the related
cooperative
apartment,
(ii) any
enforcement
or judicial
proceedings,
including
foreclosures,
including any expenses
incurred in relation to any such proceedings that result from the
Mortgage Loan being registered
on the MERS(R)System,
(iii) the
management
and
liquidation
of any REO
Property,
(iv) any
mitigation
procedures
implemented
in
accordance with
Section 3.07,
and (v) compliance
with the obligations under Sections 3.01, 3.08, 3.11, 3.12(a) and
3.14,
including,
if the Master Servicer or any Affiliate of the Master
Servicer
provides
services such as appraisals and brokerage
services that are
customarily provided by Persons other than servicers of mortgage
loans, reasonable compensation for such services.
Servicing
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 outstanding
principal
balance of a Mortgage Loan, any
extension of the final
maturity
date of a Mortgage
Loan,
and any
increase to the Stated
Principal
Balance of a Mortgage
Loan by
adding to the Stated
Principal
Balance
unpaid
principal and interest and other amounts owing under the Mortgage
Loan, in each case
pursuant to a modification
of a Mortgage Loan that is in default,
or for which,
in the judgment of the Master
Servicer,
default is
reasonably foreseeable in accordance with Section 3.07(a).
Servicing
Officer:
Any officer of the Master Servicer involved in, or responsible for,
the
administration
and servicing of
the Mortgage
Loans whose name and specimen
signature
appear on a list of servicing
officers
furnished to the Trustee by the Master
Servicer on the Closing Date, as such list may from time to time be
amended.
Sixty-Plus
Delinquency
Percentage:
With respect to any Distribution
Date and the Mortgage Loans,
the arithmetic
average,
for each of the three Distribution Dates ending with such
Distribution Date, of the fraction,
expressed as a percentage,
equal to (x)
the aggregate Stated
Principal
Balance of the Mortgage Loans that are 60 or more days delinquent
in payment of principal and interest
for that
Distribution
Date,
including
Mortgage Loans in foreclosure and REO, over (y) the aggregate
Stated Principal Balance of all
of the Mortgage Loans immediately preceding that Distribution Date.
Standard & Poor's:
Standard & Poor's Ratings
Services,
a division of The McGraw-Hill
Companies,
Inc. or its successors in
interest.
Startup Date:
The day designated as such pursuant to Article X hereof.
Stated Principal
Balance:
With respect to any Mortgage Loan or related REO Property,
as of any date of
determination,
(i)
the sum of (a) the Cut-off Date
Principal
Balance of the Mortgage Loan and (b) any
amount by which the Stated
Principal
Balance of
the Mortgage Loan has been
increased
pursuant to a Servicing
Modification,
minus (ii) the sum of (a) the
principal
portion of the
Monthly
Payments due with respect to such Mortgage Loan or REO Property
during each Due Period ending with the Due Period relating to
the most recent
Distribution
Date which were
received or with respect to which an Advance was made,
(b) all
Principal
Prepayments
with respect to such Mortgage Loan or REO Property,
and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,
to the extent
applied by the Master
Servicer as recoveries
of principal in
accordance
with Section 3.14 with respect to such Mortgage Loan or REO
Property,
in each case which were distributed
pursuant to Section 4.02 on any previous
Distribution
Date, and (c) any Realized Loss
incurred with respect to such Mortgage Loan allocated to
Certificateholders with respect thereto for any previous
Distribution Date.
Stepdown Date: That Distribution
Date which is the earlier to occur of (a) the Distribution
Date immediately
succeeding the
Distribution Date on which the aggregate
Certificate
Principal
Balance of the Class A
Certificates has been reduced to zero and (b)
the later to occur of (i) the
Distribution Date in January 2010 and (ii) the first
Distribution Date on which the Senior
Enhancement
Percentage is equal to or greater than 55.60%.
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subordination
Percentage:
With respect to the Class A
Certificates
and any Class of Class M
Certificates,
the respective
percentage set forth below.
Subordination
Class
Percentage
A
44.40%
M-1
63.90%
M-2
70.90%
M-3
75.10%
M-4
79.00%
M-5
82.60%
M-6
86.00%
M-7
89.20%
M-8
91.60%
M-9
93.60%
Subsequent
Recoveries:
As of any
Distribution
Date,
amounts
