EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2005-KS6
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS..................................................................3
Section 1.01.
Definitions.......................................................3
Section 1.02.
Determination of LIBOR...........................................45
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.............46
Section 2.01.
Conveyance of Mortgage Loans.....................................46
Section 2.02.
Acceptance by Trustee............................................49
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and the
Depositor........................................................50
Section 2.04.
Representations and Warranties of Sellers........................52
Section 2.05.
Execution and Authentication of Certificates; Conveyance of REMIC I
Regular
Interests........................................................54
Section 2.06.
Purposes and Powers of the Trust.................................55
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..............................56
Section 3.01.
Master Servicer to Act as Servicer...............................56
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement
of Subservicers' Obligations.....................................58
Section 3.03.
Successor Subservicers...........................................59
Section 3.04.
Liability of the Master Servicer.................................59
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...............................................60
Section 3.06.
Assumption or Termination of Subservicing Agreements by Trustee..60
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account60
Section 3.08.
Subservicing Accounts; Servicing Accounts........................62
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage Loans
64
Section 3.10.
Permitted Withdrawals from the Custodial Account.................64
Section 3.11.
Maintenance of Primary Insurance Coverage........................66
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity Coverage66
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements;
Certain Assignments..............................................67
Section 3.14.
Realization Upon Defaulted Mortgage Loans........................69
Section 3.15.
Trustee to Cooperate; Release of Mortgage Files..................71
Section 3.16.
Servicing and Other Compensation; Compensating Interest..........72
Section 3.17.
Reports to the Trustee and the Depositor.........................73
Section 3.18.
Annual Statement as to Compliance................................73
Section 3.19.
Annual Independent Public Accountants' Servicing Report..........74
Section 3.20.
Right of the Depositor in Respect of the Master Servicer.........74
Section 3.21.
[Reserved].......................................................75
Section 3.22.
Advance Facility.................................................75
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS..............................................79
Section 4.01.
Certificate Account..............................................79
Section 4.02.
Distributions....................................................79
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act
Reporting........................................................83
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by the
Master Servicer..................................................86
Section 4.05.
Allocation of Realized Losses....................................87
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged Property....89
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans....................89
Section 4.08.
[Reserved].......................................................90
Section 4.09.
[Reserved].......................................................90
Section 4.10.
Hedge Agreements.................................................90
ARTICLE V
THE
CERTIFICATES............................................................91
Section 5.01.
The Certificates.................................................91
Section 5.02.
Registration of Transfer and Exchange of Certificates............92
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates................97
Section 5.04.
Persons Deemed Owners............................................97
Section 5.05.
Appointment of Paying Agent......................................98
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER.......................................99
Section 6.01.
Respective Liabilities of the Depositor and the Master Servicer..99
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment
of Rights and Delegation of Duties by Master Servicer............99
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others
100
Section 6.04.
Depositor and Master Servicer Not to Resign.....................100
ARTICLE VII
DEFAULT....................................................................101
Section 7.01.
Events of Default...............................................101
Section 7.02.
Trustee or Depositor to Act; Appointment of Successor...........102
Section 7.03.
Notification to Certificateholders..............................103
Section 7.04.
Waiver of Events of Default.....................................104
ARTICLE VIII
CONCERNING THE
TRUSTEE.....................................................105
Section 8.01.
Duties of Trustee...............................................105
Section 8.02.
Certain Matters Affecting the Trustee...........................106
Section 8.03.
Trustee Not Liable for Certificates or Mortgage Loans...........107
Section 8.04.
Trustee May Own Certificates....................................108
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification108
Section 8.06.
Eligibility Requirements for Trustee............................109
Section 8.07.
Resignation and Removal of the Trustee..........................109
Section 8.08.
Successor Trustee...............................................110
Section 8.09.
Merger or Consolidation of Trustee..............................110
Section 8.10.
Appointment of Co-Trustee or Separate Trustee...................110
Section 8.11.
Appointment of Custodians.......................................111
Section 8.12.
Appointment of Office or Agency.................................112
Section 8.13.
DTC Letter of Representations...................................112
Section 8.14.
Hedge Agreements................................................112
ARTICLE IX
TERMINATION................................................................113
Section 9.01.
Termination Upon Purchase or Liquidation of All Mortgage Loans..113
Section 9.02.
Additional Termination Requirements.............................117
ARTICLE X
REMIC
PROVISIONS...........................................................118
Section 10.01.
REMIC Administration............................................118
Section 10.02.
Master Servicer, REMIC Administrator and Trustee Indemnification121
ARTICLE XI
MISCELLANEOUS
PROVISIONS...................................................122
Section 11.01.
Amendment.......................................................122
Section 11.02.
Recordation of Agreement; Counterparts..........................124
Section 11.03.
Limitation on Rights of Certificateholders......................124
Section 11.04.
Governing Law...................................................125
Section 11.05.
Notices.........................................................125
Section 11.06.
Notices to Rating Agencies......................................125
Section 11.07.
Severability of Provisions......................................126
Section 11.08.
Supplemental Provisions for Resecuritization....................126
Exhibit A
Form of Class A
Certificate................................................A-1
Exhibit B-1
Form of Class M
Certificate..............................................B-1-1
Exhibit B-2
Form of Class B
Certificate..............................................B-2-1
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
[Reserved].................................................................O-1
Exhibit P
Form of ERISA
Letter.......................................................P-1
Exhibit Q
Reserved...................................................................Q-1
Exhibit R
Assignment
Agreement......................................................R-1
Exhibit S
[Reserved].................................................................S-1
Exhibit T-1
Form of 10-K
Certification...............................................T-1-1
Exhibit T-2
Form of Back-Up
Certification............................................T-2-1
Exhibit U
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to
Reportable Modified Mortgage
Loans.........................................U-1
This Pooling and Servicing Agreement,
effective as of June 1, 2005, among RESIDENTIAL ASSET SECURITIES
CORPORATION,
as the
depositor
(together
with
its
permitted
successors
and
assigns,
the
"Depositor"),
RESIDENTIAL FUNDING
CORPORATION,
as master servicer (together with its permitted
successors and assigns, the
"Master Servicer"),
and U.S. BANK NATIONAL
ASSOCIATION,
a national banking
association
organized under the
laws of the United States, as trustee (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Depositor
intends to sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the
"Certificates"),
to be issued
hereunder in sixteen
Classes,
which in the aggregate will evidence the entire
beneficial ownership interest in the Mortgage Loans (as defined
herein) and certain other related assets.
REMIC I
As provided
herein,
the REMIC
Administrator
will make an election to treat the
segregated
pool of
assets
consisting of the Mortgage Loans and certain other related assets
(exclusive of the Hedge
Agreements)
subject to this
Agreement as a real estate
mortgage
investment
conduit (a "REMIC")
for federal
income tax
purposes,
and such segregated pool of assets will be designated as "REMIC I."
The Class R-I
Certificates will
represent the sole Class of
"residual
interests" in REMIC I for purposes of the REMIC
Provisions (as defined
herein) under federal income tax law. The following table
irrevocably sets forth the
designation,
remittance
rate (the
"Uncertificated
REMIC I Pass-Through Rate") and initial
Uncertificated
Principal Balance for each
of the "regular
interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest possible maturity date"
(determined
solely for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each
REMIC I
Regular
Interest
shall
be the
Maturity
Date.
None
of the
REMIC I
Regular
Interests
will
be
certificated.
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED
-------------------
REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
LT1
Variable(1)
$
599,648,176.56
July 2035
LT2
Variable(1)
$
14,212.35
July 2035
LT3
0.00%
$
45,763.05
July 2035
LT4
Variable(1)
$
45,763.05
July 2035
_______________
(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.
The
Class R-II
Certificates
will
represent the
sole Class of "residual
interests" in REMIC II for purposes of the REMIC
Provisions
under federal income tax
law.
The
following
table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain
features,
month of Final
Scheduled
Distribution
Date and initial
ratings
for
each
Class
of
Certificates
comprising
the
interests
representing
"regular
interests"
in
REMIC II.
The
"latest
possible
maturity
date"
(determined
solely for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of REMIC II
Regular
Interests
shall be the Maturity
Date.
AGGREGATE
MONTH OF
INITIAL
FINAL
CERTIFICATE
SCHEDULED
PASS-THROUGH
PRINCIPAL
DISTRIBUTION
DESIGNATION
TYPE
RATE
BALANCE
FEATURES
DATE
INITIAL RATINGS
S&P/Moody's/Fitch
----------------
Class A-1
Regular(1) Adjustable(2)($225,740,000
Senior/Adjustable
December 2025
AAA/Aaa/AAA
Rate
Class A-2
Regular(1) Adjustable(2)($100,000,000
Senior/Adjustable
January 2030
AAA/Aaa/AAA
Rate
Class A-3
Regular(1) Adjustable(2)($100,000,000
Senior/Adjustable
July 2035
AAA/Aaa/AAA
Rate
Class A-4
Regular(1) Adjustable(2)($42,367,000
Senior/Adjustable
July 2035
AAA/Aaa/AAA
Rate
Class M-1
Regular(1) Adjustable(2)($19,792,000
Mezzanine/Adjustable
July 2035
AA+/Aa1/AA+
Rate
Class M-2
Regular(1) Adjustable(2)($21,891,000
Mezzanine/Adjustable
July 2035
AA/Aa2/AA+
Rate
Class M-3
Regular(1) Adjustable(2)(3$7,197,000
Mezzanine/Adjustable
July 2035
AA/Aa3/AA
Rate
Class M-4
Regular(1) Adjustable(2)($15,893,000
Mezzanine/Adjustable
July 2035
AA-/A1/AA-
Rate
Class M-5
Regular(1) Adjustable(2)(3$9,896,000
Mezzanine/Adjustable
July 2035
A+/A2/A+
Rate
Class M-6
Regular(1) Adjustable(2)(3$7,197,000
Mezzanine/Adjustable
July 2035
A/A3/A
Rate
Class M-7
Regular(1) Adjustable(2)($11,095,000
Mezzanine/Adjustable
July 2035
A-/Baa1/A
Rate
Class M-8
Regular(1) Adjustable(2)(3$7,497,000
Mezzanine/Adjustable
July 2035
BBB+/Baa2/BBB+
Rate
Class M-9
Regular(1) Adjustable(2)(3$6,597,000
Mezzanine/Adjustable
July 2035
BBB+/Baa3/BBB
Rate
Class M-10
Regular(1) Adjustable(2)(3$5,998,000
Mezzanine/Adjustable
July 2035
BBB-/Ba1/BBB
Rate
Class M-11
Regular(1) Adjustable(2)(3$5,998,000
Mezzanine/Adjustable
July 2035
BBB-/NR/BBB-
Rate
Class B-1
Regular(1) Adjustable(2)(3$4,498,000
Subordinate/Adjustable
July 2035
BB+/NR/BB+
Rate
Class B-2
Regular(1) Adjustable(2)(3$2,999,000
Subordinate/Adjustable
July 2035
BB/NR/BB
Rate
Class B-3
Regular(1) Adjustable(2)(3$1,500,000
Subordinate/Adjustable
July 2035
BB/NR/NR
Rate
Class SB
Regular
(4)
Subordinate
July 2035
NR/NR
(4)
$3,598,915
_______________
(1)
The Class A,
Class M and Class B
Certificates will represent
ownership of REMIC II Regular Interests
together with certain
rights to payments to be made from amounts
received under the related Hedge
Agreement
which
will be deemed made for federal
income tax purposes
outside of REMIC II by the holder of the Class SB
Certificates
as the owner of the Hedge Agreements.
(2)
The REMIC II Regular
Interests
ownership of which is represented by the Class A,
Class M and Class B
Certificates,
will accrue
interest at a per annum rate equal to the lesser of (i) LIBOR plus
the applicable
Margin
and
(ii) the
REMIC Net WAC Cap Rate and the
provisions
for the
payment of Basis Risk
Shortfalls
herein,
which
payments will not be part of the entitlement of the REMIC II
Regular Interests related to such Certificates.
(3)
The Class A,
Class M and Class B Certificates will also entitle their holders to
certain payments from
the Holder of the Class SB
Certificates
from amounts to which the related REMIC II Regular Interest is
entitled and
from
amounts
received
under the Hedge
Agreements,
which will not be a part of their
ownership
of the
REMIC II
Regular Interests.
(4)
The Class SB
Certificates
will accrue interest as described in the definition of Accrued
Certificate
Interest.
The Class SB
Certificates will not accrue interest on their Certificate
Principal Balance.
The Class SB
Certificates
will
represent
ownership
of two
REMIC II
Regular
Interests,
a principal
only
regular
interest
designated
REMIC II Regular
Interest
SB-PO and an
interest
only
regular
interest
designated
REMIC II Regular
Interest
SB-IO,
which
will be
entitled
to
distributions
as set forth
herein.
The rights of the Holder of the
Class SB
Certificates
to payments
from the Hedge
Agreements
shall be outside and apart from its rights under the
REMIC II Regular Interests SB-IO and SB-PO.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions.
Whenever
used in this
Agreement,
the
following
words and
phrases,
unless the
context
otherwise
requires, shall have the meanings specified in this Article.
Accrued
Certificate
Interest:
With
respect
to
each
Distribution
Date
and
each
Class
of
Class A Certificates,
Class M
Certificates
and Class B
Certificates,
interest
accrued
during the related
Interest Accrual Period on the Certificate
Principal
Balance thereof
immediately
prior to such Distribution
Date at the related Pass-Through Rate for that Distribution Date.
The amount of
Accrued
Certificate
Interest
on each
Class of
Certificates
shall be reduced by the
amount of Prepayment
Interest
Shortfalls on the related Mortgage Loans during the prior calendar
month to the
extent not covered by
Compensating
Interest
pursuant to
Section 3.16,
and by Relief Act
Shortfalls on the
related
Mortgage Loans during the related Due Period.
All such
reductions with respect to the Mortgage Loans
will be allocated among the Certificates in proportion to the
amounts of Accrued
Certificate
Interest payable
on such Certificates on such Distribution Date absent such
reductions.
Accrued Certificate
Interest on each Class of Class A
Certificates,
Class M Certificates and Class B
Certificates
for any
Distribution
Date shall also be reduced by any interest
shortfalls
resulting from the
failure of the Hedge
Agreements
Provider to make the related
required
Hedge
Payment for such
Distribution
Date,
with all such
reductions on the Class A
Certificates
allocated to the Class A
Certificates
on a pro
rata basis,
based on the portion of the Class A
Hedge
Payment each such
Class was
entitled to, but did not
receive,
on
such
Distribution
Date
and
all
such
reductions
on the
Class M
Certificates
and
Class B
Certificates
allocated to the Class M
Certificates and Class B Certificates on a pro rata basis, based on
the
portion of the
Subordinate
Hedge
Payment
each such
Class was
entitled
to, but did not
receive,
on such
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.
Accrued Certificate
Interest shall accrue on the basis of a 360-day year and the actual
number of days
in the related Interest Accrual Period.
With respect to each
Distribution
Date and the Class SB
Certificates,
interest
accrued
during the
preceding
Interest Accrual Period at the related
Pass-Through Rate on the Notional Amount as specified in the
definition
of
Pass-Through
Rate,
immediately
prior to such
Distribution
Date,
reduced
by any
interest
shortfalls
with respect to the Mortgage
Loans,
including
Prepayment
Interest
Shortfalls to the extent not
covered
by
Compensating
Interest
pursuant
to
Section 3.16
or
by
Excess
Cash
Flow
pursuant
to
Section 4.02(c)(v)
and (vi).
Accrued
Certificate
Interest on the Class SB
Certificates shall accrue on the
basis of a 360-day year and the actual number of days in the
related Interest Accrual Period.
Adjusted
Mortgage
Rate:
With
respect
to any
Mortgage
Loan
and any
date of
determination,
the
Mortgage Rate borne by the related Mortgage Note, less the rate at
which the related Subservicing Fee accrues.
Adjustment
Date:
With
respect
to each
adjustable-rate
Mortgage
Loan,
each date set forth in the
related Mortgage Note on which an adjustment to the interest rate
on such Mortgage Loan becomes effective.
Advance:
With
respect to any Mortgage
Loan,
any advance
made by the Master
Servicer,
pursuant to
Section 4.04.
Affiliate:
With respect to any Person,
any other Person
controlling,
controlled
by or under common
control
with such first
Person.
For
purposes of this
definition,
"control"
means the power to direct the
management
and
policies of such
Person,
directly or
indirectly,
whether
through the
ownership of voting
securities,
by contract or otherwise;
and the terms "controlling" and "controlled" have meanings
correlative
to the foregoing.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof and
supplements hereto.
Amount Held for Future
Distribution:
With respect to any Distribution
Date, the total of the amounts
held in the
Custodial
Account at the close of
business
on the
preceding
Determination
Date on account of
(i) Liquidation
Proceeds,
Subsequent
Recoveries,
Insurance Proceeds,
REO Proceeds,
Principal Prepayments,
Mortgage Loan
purchases
made pursuant to
Section 2.02,
2.03,
2.04 or 4.07 and Mortgage Loan
substitutions
made
pursuant to
Section 2.03
or 2.04
received or made in the month of such
Distribution
Date (other than
such Liquidation Proceeds,
Subsequent
Recoveries,
Insurance Proceeds, REO Proceeds and purchases of Mortgage
Loans that the Master
Servicer has deemed to have been
received in the
preceding
month in
accordance
with
Section 3.07(b))
and (ii)
payments
which
represent
early
receipt of scheduled
payments of principal
and
interest due on a date or dates subsequent to the Due Date in the
related Due Period.
Appraised
Value:
With respect to any Mortgaged
Property,
the lesser of (i) the
appraised
value of
such Mortgaged
Property based upon the appraisal made at the time of the
origination of the related
Mortgage
Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination,
except in the case of a
Mortgaged
Property
securing a refinanced
or modified
Mortgage
Loan as to which it is either the
appraised
value based upon the appraisal
made at the time of
origination
of the loan which was
refinanced or modified
or the appraised value determined in an appraisal at the time of
refinancing or
modification,
as the case may
be.
Assignment:
An assignment of the Mortgage,
notice of transfer or equivalent instrument, in recordable
form,
sufficient
under the laws of the
jurisdiction
wherein
the related
Mortgaged
Property is located to
reflect of record the sale of the
Mortgage
Loan to the Trustee for the benefit of
Certificateholders,
which
assignment,
notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments
covering
Mortgages
secured by
Mortgaged
Properties
located in the same
county,
if
permitted
by law and
accompanied by an Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment
and
Assumption
Agreement,
dated the Closing
Date,
between
Residential
Funding and the Depositor relating to the transfer and assignment
of the Mortgage Loans,
attached
hereto as Exhibit R.
Available
Distribution
Amount:
With respect to any Distribution Date, an amount equal to (a) the
sum
of (i) the
amount
relating
to the
Mortgage
Loans on deposit
in the
Custodial
Account as of the close of
business on the immediately
preceding
Determination Date,
including any Subsequent
Recoveries,
and amounts
deposited in the
Custodial
Account in
connection
with the
substitution
of Qualified
Substitute
Mortgage
Loans, (ii) the amount of any Advance made on the immediately
preceding
Certificate Account Deposit Date with
respect
to the
Mortgage
Loans,
(iii)
any
amount
deposited
in the
Certificate
Account
on the
related
Certificate
Account
Deposit
Date
pursuant
to the second
paragraph
of
Section 3.12(a)
in respect of the
Mortgage
Loans,
(iv) any amount that the Master
Servicer is not
permitted
to withdraw
from the
Custodial
Account
pursuant to
Section 3.16(e)
in respect of the Mortgage
Loans,
and (v) any amount
deposited in the
Certificate
Account pursuant to Section 4.07 or 9.01 in respect of the Mortgage
Loans,
reduced by (b) the sum
as of the close of business on the immediately
preceding
Determination Date of (x) the Amount Held for Future
Distribution
with
respect to the
Mortgage
Loans,
and (y) amounts
permitted
to be withdrawn by the Master
Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses
(ii)-(x),
inclusive,
of Section 3.10(a).
Balloon Loan:
Each of the Mortgage
Loans having an original term to maturity that is shorter than the
related amortization term.
Balloon
Payment:
With respect to any Balloon Loan, the related
Monthly Payment payable on the stated
maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk
Shortfalls:
With respect to any Distribution
Date and any Class of Class A
Certificates,
Class M
Certificates or Class B
Certificates,
the sum of (a) with respect to any Distribution
Date on which
the related 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 the lesser
of (i) LIBOR plus the related
Margin for such
Distribution
Date and (ii) the
Weighted
Average
Maximum Net
Mortgage Rate, over (y) Accrued
Certificate
Interest for such Class
calculated using the related Net WAC Cap
Rate plus,
an amount
equal to any
reduction
in the
Accrued
Certificate
Interest of such Class due to the
failure of the Hedge
Agreements
Provider to make any related
required
Hedge
Payment
with
respect to such
Distribution
Date, (b) any shortfalls for such Class calculated
pursuant to clause (a) above remaining unpaid
from prior
Distribution
Dates,
and (c) one month's interest on the amount in clause (b) (based on
the number
of days in the preceding
Interest
Accrual
Period) at a per annum rate equal to LIBOR plus the related Margin
for such Distribution Date.
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 B Certificate,
Class SB Certificate
or Class R Certificate.
Certificate
Account:
The account or accounts
created and maintained
pursuant to Section 4.01, which
shall be
entitled
"U.S.
Bank
National
Association,
as
trustee,
in trust for the
registered
holders of
Residential Asset Securities Corporation,
Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series
2005-KS6"
and which
account
shall be held for the
benefit
of the
Certificateholders
and which must be an
Eligible Account.
Certificate
Account
Deposit
Date:
With
respect to any
Distribution
Date,
the Business Day prior
thereto.
Certificateholder
or Holder:
The Person in whose name a Certificate is registered in the
Certificate
Register,
except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of
a Class R
Certificate
for any
purpose
hereof.
Solely for the
purpose of giving any
consent or
direction
pursuant to this Agreement,
any Certificate,
other than a Class R Certificate,
registered in the name of the
Depositor,
the
Master
Servicer
or any
Subservicer
or any
Affiliate
thereof
shall be
deemed
not to be
outstanding and the Percentage
Interest or Voting Rights evidenced
thereby shall not be taken into account in
determining
whether the
requisite
amount of Percentage
Interests or Voting
Rights
necessary to effect any
such
consent or direction
has been
obtained.
All
references
herein to
"Holders" or
"Certificateholders"
shall
reflect
the rights of
Certificate
Owners as they may
indirectly
exercise
such
rights
through the
Depository and participating
members thereof,
except as otherwise specified herein;
provided,
however, that
the Trustee shall be required to recognize as a "Holder" or
"Certificateholder"
only the Person in whose name
a Certificate is registered in the Certificate
Register.
Unless
otherwise
indicated in this Agreement,
the
Custodial
Agreement
or the
Assignment
Agreement,
whenever
reference
is made to the actions
taken by the
Trustee on behalf of the Certificateholders.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the beneficial owner
of such
Certificate,
as
reflected
on the
books of an
indirect
participating
brokerage
firm for which a
Depository Participant acts as agent, if any, and otherwise on the
books of a Depository
Participant,
if any,
and otherwise on the books of the Depository.
Certificate
Principal
Balance:
With
respect to any
Class A
Certificate,
Class M
Certificate
or
Class B
Certificate,
on any date of determination,
an amount equal to (i) the Initial Certificate
Principal
Balance of such
Certificate as specified on the face thereof,
minus (ii) the sum of (x) the
aggregate of all
amounts
previously
distributed with respect to such Certificate (or any predecessor
Certificate) and applied
to reduce the Certificate
Principal Balance thereof pursuant to
Section 4.02(c)
and (y) the aggregate of all
reductions in Certificate
Principal
Balance deemed to have occurred in connection
with Realized Losses which
were previously
allocated to such
Certificate (or any
predecessor
Certificate)
pursuant to this Agreement;
provided,
that with respect to any
Distribution
Date, the Certificate
Principal
Balance of any outstanding
Class of Class A
Certificates,
Class M
Certificates
and Class B
Certificates
(with respect to the Class A
Certificates,
on a pro rata basis
based on the amount of
Realized
Loss
previously
allocated
thereto
and
remaining
unreimbursed)
to which a Realized Loss was previously
allocated and remains
unreimbursed
will be
increased, to the extent of Realized Losses previously allocated
thereto and remaining
unreimbursed,
but only
to the extent of Subsequent Recoveries received during the
preceding calendar month.
With
respect
to any
Class SB
Certificate,
on any date of
determination,
an
amount
equal to the
Percentage
Interest
evidenced by such
Certificate,
multiplied by an amount equal to (i) the excess, if any,
of (A) the then
aggregate
Stated
Principal
Balance
of the
Mortgage
Loans
over
(B) the
then
aggregate
Certificate Principal Balance of the Class A
Certificates,
Class M Certificates and Class B Certificates then
outstanding,
which
represents the sum of (i) the Initial
Principal
Balance of the REMIC II Regular Interest
SB-PO, as reduced by Realized Losses allocated
thereto and payments deemed made thereon,
and (ii) accrued and
unpaid interest on the REMIC II Regular Interest SB-IO, as reduced
by Realized Losses allocated thereto.
The Class R Certificates will not have a Certificate Principal
Balance.
Certificate
Register and Certificate
Registrar:
The register
maintained and the registrar appointed
pursuant to Section 5.02.
Class:
Collectively,
all
of
the
Certificates
or
uncertificated
interests
bearing
the
same
designation.
Class A-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
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the Class A
Hedge Agreement.
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
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the Class A
Hedge Agreement.
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
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the Class A
Hedge Agreement.
Class A-4
Certificate:
Any
one
of
the
Class A-4
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the
form
annexed
hereto
as
Exhibit A
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the Class A
Hedge Agreement.
Class A Certificates:
Collectively,
the Class A-1
Certificates,
Class A-2
Certificates,
Class A-3
Certificates and Class A-4 Certificates.
Class A
Hedge
Agreement:
The
confirmation,
dated as of the Closing Date,
between the Trustee,
on
behalf of the Trust Fund, and the Hedge
Agreements
Provider,
, together with the 1992 ISDA Master
Agreement
incorporated by referenced
therein and the schedules
attached thereto,
relating to the Class A
Certificates
and Class SB Certificates or any replacement, substitute,
collateral or other arrangement in lieu thereof.
Class A Hedge Payment:
For any
Distribution
Date,
the payment,
if any, due under the Class A Hedge
Agreement in respect of such Distribution Date.
Class A
Interest
Remittance
Amount:
With
respect
to any
Distribution
Date,
the
portion of the
Available
Distribution
Amount for that
Distribution
Date attributable to interest received or advanced with
respect to the
Mortgage
Loans
plus,
with
respect to
payments
on the
Class A
Certificates
pursuant
to
Section 4.02(c)(iii)(A)
only,
the amount
necessary to make such payments
paid from amounts
received on the
Hedge Agreement for such Distribution Date.
Class A Net WAC Cap Rate: With respect to the Class A
Certificates and any Distribution
Date, the sum
of (a) the
REMIC Net WAC Cap Rate and (b) the
product of (i) a per annum rate equal to (A) the
Class A Hedge
Payment,
if any, with respect to such Distribution
Date, divided by (B) the aggregate
Certificate
Principal
Balance of the Class A
Certificates
immediately
prior to such Distribution Date and (ii) a fraction equal to
30 divided by the actual number of days in the related Interest
Accrual Period.
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 B-1
Certificate:
Any
one
of
the
Class B-1
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B-2,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC
II for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class B-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 and the Class M 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 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 Certificates (after taking into account
the payment of the Class A
Principal
Distribution
Amount and the Class M Principal
Distribution Amount for that Distribution
Date) and (2) the Certificate Principal Balance of the Class B-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 B-2
Certificate:
Any
one
of
the
Class B-2
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B-2,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC
II for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class B-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,
the
Class M
Principal
Distribution
Amount
and
the
Class B-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, the Class M Principal
Distribution Amount and the Class B-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,
Class M
Certificates and Class B-1
Certificates (after taking into account
the
payment of the Class A
Principal
Distribution
Amount,
the
Class M
Principal
Distribution
Amount and the
Class B-1
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate Principal Balance of the Class B-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 B-3
Certificate:
Any
one
of
the
Class B-2
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit B-2,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC
II for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class B-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
Principal
Distribution
Amount
and
the
Class B-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, the Class M Principal
Distribution Amount and the Class B-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,
Class M
Certificates and Class B-1
Certificates (after taking into account
the
payment of the Class A
Principal
Distribution
Amount,
the
Class M
Principal
Distribution
Amount and the
Class B-1
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate Principal Balance of the Class B-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 B Certificates:
Collectively,
the Class B-1 Certificates,
Class B-2 Certificates and Class B-3
Certificates.
Class M-1
Certificate:
Any
one
of
the
Class M-1
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit B-1
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date (a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount or (b) on or after the
Stepdown
Date if a Trigger
Event is not in effect for
that Distribution Date, the lesser of:
(i) the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the
Class A Principal Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate
Principal
Balance
of the
Class M-1
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of
(1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage
Loans
after
giving
effect to
distributions
to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class M-2
Certificate:
Any
one
of
the
Class M-2
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit B-1
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-2
Principal
Distribution
Amount:
With
respect to any
Distribution
Date
(a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount and the Class M-1 Principal
Distribution Amount or (b) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the lesser of:
(i) the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the
Class A Principal Distribution Amount and the Class M-1 Principal
Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates
and
Class M-1
Certificates
(after
taking into
account the payment of the
Class A
Principal
Distribution
Amount and the Class M-1
Principal
Distribution
Amount for that
Distribution
Date)
and
(2)
the
Certificate
Principal
Balance
of the
Class M-2
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of
(x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date
and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-3
Certificate:
Any
one
of
the
Class M-3
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit B-1
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date (a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount and the
Class M-2
Principal
Distribution
Amount
or (b) on or
after
the
Stepdown
Date if a
Trigger
Event is not in
effect
for that
Distribution Date, the lesser of:
(i) the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount
and
the
Class M-2 Principal Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A Certificates,
Class M-1
Certificates and Class M-2 Certificates (after taking into account
the payment of the Class A
Principal
Distribution
Amount,
the Class M-1
Principal
Distribution
Amount and the
Class M-2
Principal
Distribution
Amount for that
Distribution
Date) and (2) the
Certificate Principal Balance of the Class M-3
Certificates
immediately prior to that Distribution
Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of
the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-4
Certificate:
Any
one
of
the
Class M-4
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date (a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution Amount and the Class M-3
Principal
Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the
lesser of:
(i) the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A Certificates,
Class M-1
Certificates,
Class M-2
Certificates and Class M-3
Certificates
(after taking into account the payment of the Class A Principal
Distribution
Amount, the Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount and the
Class M-3
Principal
Distribution
Amount
for that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance of the
Class M-4
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on
that
Distribution
Date and (y) the excess,
if any, of the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to distributions to be made
on that
Distribution
Date, over
the Overcollateralization Floor.
Class M-5
Certificate:
Any
one
of
the
Class M-5
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
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-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
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:
(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 and the Class M-5 Principal
Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates
and
Class M-5
Certificates
(after taking into account the payment of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution
Amount,
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-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
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-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
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-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
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 M-10
Certificate:
Any
one
of
the
Class M-10
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-10
Principal
Distribution
Amount:
With
respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount,
the
Class M-8
Principal
Distribution
Amount and the
Class M-9
Principal
Distribution
Amount or (b) on or after the
Stepdown
Date if a Trigger
Event is not in effect for
that Distribution Date, the lesser of:
(i) the remaining
Principal
Distribution
Amount for that Distribution Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount,
the
Class M-8
Principal Distribution Amount and the Class M-9 Principal
Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class M-5 Certificates,
Class M-6
Certificates,
Class M-7 Certificates,
Class M-8
Certificates
and
Class M-9
Certificates
(after taking into account the payment of the
Class A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount,
the
Class M-8
Principal
Distribution
Amount
and
the
Class M-9
Principal
Distribution
Amount
for
that
Distribution
Date)
and
(2) the
Certificate
Principal
Balance
of the
Class M-10
Certificates
immediately
prior to that
Distribution
Date
over (B) the
lesser of (x) the
product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance of the
Mortgage
Loans
after
giving
effect
to
distributions
to be made on that
Distribution
Date and
(y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-11
Certificate:
Any
one
of
the
Class M-11
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit
B-1 and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in
REMIC II
for
purposes
of the
REMIC
Provisions and (ii) the right to receive payments under the
Subordinate Hedge Agreement.
Class M-11
Principal
Distribution
Amount:
With
respect to any
Distribution
Date (a) prior to the
Stepdown
Date or on or after the Stepdown
Date if a Trigger
Event is in effect for that
Distribution
Date,
the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the Class M-6
Principal
Distribution
Amount,
the
Class M-7 Principal
Distribution Amount, the Class M-8 Principal
Distribution Amount, the Class M-9 Principal
Distribution
Amount and the Class M-10
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,
the
Class M-8
Principal
Distribution
Amount,
the Class M-9
Principal
Distribution
Amount and the
Class M-10
Principal Distribution Amount; and
(ii)the
excess,
if any,
of (A) the sum of (1) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4
Certificates,
Class M-5 Certificates,
Class M-6
Certificates,
Class M-7 Certificates,
Class M-8
Certificates,
Class M-9
Certificates
and Class M-10
Certficates
(after
taking
into
account
the
payment
of
the
Class A
Principal
Distribution
Amount,
the
Class M-1
Principal
Distribution
Amount,
the
Class M-2
Principal
Distribution
Amount,
the
Class M-3
Principal
Distribution
Amount,
the
Class M-4
Principal
Distribution
Amount,
the
Class M-5
Principal
Distribution
Amount,
the
Class M-6
Principal
Distribution
Amount,
the
Class M-7
Principal
Distribution
Amount,
the
Class M-8
Principal
Distribution
Amount,
the
Class M-9
Principal
Distribution
Amount and the Class M-10
Principal
Distribution
Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class M-11
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 Certificates:
Collectively,
the Class M-1
Certificates,
Class M-2
Certificates,
Class M-3
Certificates,
Class M-4 Certificates,
Class M-5 Certificates, Class M-6 Certificates, Class M-7
Certificates,
Class M-8 Certificates, Class M-9 Certificates, Class M-10
Certificates and Class M-11 Certificates.
Class M
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date,
the
sum of the
Class M-1
Principal
Distribution
Amount,
Class M-2
Principal
Distribution
Amount,
Class M-3
Principal
Distribution
Amount,
Class M-4
Principal
Distribution
Amount,
Class M-5
Principal
Distribution
Amount,
Class M-6
Principal
Distribution
Amount,
Class M-7
Principal
Distribution
Amount,
Class M-8
Principal
Distribution
Amount,
Class M-9 Principal
Distribution Amount,
Class M-10 Principal
Distribution Amount and
Class M-11 Principal Distribution Amount for such Distribution
Date.
Class R Certificate:
Collectively, the Class R-I Certificates and Class R-II
Certificates.
Class R-I
Certificate:
Any
one
of
the
Class R-I
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the
form
annexed
hereto
as
Exhibit D
and
evidencing an interest designated as a "residual interest" in REMIC
I for purposes of the REMIC Provisions.
Class R-II
Certificate:
Any
one
of
the
Class R-II
Certificates
executed
by
the
Trustee
and
authenticated
by the
Certificate
Registrar
substantially
in the
form
annexed
hereto
as
Exhibit D
and
evidencing an interest designated as a "residual interest" in REMIC
II for purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates executed by the Trustee and authenticated
by the
Certificate
Registrar
substantially
in the form
annexed
hereto as
Exhibit D,
and
evidencing
an
interest
comprised of "regular
interests"
in REMIC II for purposes of the REMIC
Provisions,
together
with
certain rights to payments under the Hedge Agreements.
Closing Date:
June 28, 2005.
Code:
The Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
Compensating
Interest:
With respect to any Distribution
Date, any amount paid by the Master Servicer
in accordance with Section 3.16(f).
Corporate
Trust
Office:
The
principal
office of the
Trustee at which at any
particular
time its
corporate
trust business with respect to this
Agreement
shall be
administered,
which office at the date of
the
execution of this
instrument
is located at U.S. Bank
National
Association,
EP-MN-WS3D,
60 Livingston
Avenue, St. Paul MN 55107, Attn: RASC 2005-KS6.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial
Account:
The custodial account or accounts created and maintained
pursuant to Section 3.07
in the name of a depository institution,
as custodian for the holders of the Certificates,
for the holders of
certain
other
interests
in
mortgage
loans
serviced
or sold by the
Master
Servicer
and for the
Master
Servicer,
into which the amounts set forth in Section 3.07
shall be deposited
directly.
Any such account or
accounts shall be an Eligible Account.
Custodial
Agreement:
An agreement that may be entered into among the Depositor,
the Master Servicer,
the Trustee and a Custodian in substantially the form of Exhibit E
hereto.
Custodian:
Wells
Fargo Bank,
N.A.,
or any
successor
custodian
appointed
pursuant to a Custodial
Agreement.
Cut-off Date:
June 1, 2005.
Cut-off Date Balance:
$599,753,915.09.
Cut-off Date
Principal
Balance:
With
respect to any Mortgage
Loan,
the unpaid
principal
balance
thereof at the Cut-off Date after giving
effect to all
installments
of principal due on or prior thereto (or
due in the month of the Cut-off Date), whether or not received.
Debt
Service
Reduction:
With respect to any Mortgage
Loan,
a reduction
in the
scheduled
Monthly
Payment for such
Mortgage
Loan by a court of
competent
jurisdiction
in a proceeding
under the
Bankruptcy
Code, except such a reduction
constituting a Deficient
Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient
Valuation:
With
respect
to any
Mortgage
Loan,
a
valuation
by a
court
of
competent
jurisdiction
of the
Mortgaged
Property in an amount less than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or any
reduction
in the amount of
principal
to be paid in
connection
with any
scheduled
Monthly Payment that
constitutes a permanent
forgiveness of principal,
which valuation or reduction
results
from a proceeding under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan:
A Mortgage
Loan
replaced
or to be
replaced
with a
Qualified
Substitute
Mortgage Loan.
Delinquent:
As used herein,
a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more
days"
delinquent
when a payment
due on any
scheduled
due date
remains
unpaid as of the close of business on the
next following
monthly
scheduled due date; "60 to 89 days" or "60 or more days" delinquent
when a payment due
on any
scheduled
due date
remains
unpaid
as of the
close of
business
on the
second
following
monthly
scheduled due date;
and so on. The
determination
as to whether a Mortgage
Loan falls into these
categories
is made as of the close of business
on the last
business
day of each month.
For
example,
a Mortgage
Loan
with a
payment
due on July 1 that
remained
unpaid as of the close of
business
on August 31 would
then be
considered to be 30 to 59 days
delinquent.
Delinquency
information
as of the Cut-off Date is determined and
prepared as of the close of business on the last business day
immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The Depository
Trust Company,
or any successor
Depository
hereafter named. The nominee
of
the
initial
Depository
for
purposes
of
registering
those
Certificates
that
are
to be
Book-Entry
Certificates
is Cede & Co.
The
Depository
shall at all times be a
"clearing
corporation"
as
defined
in
Section 8-102(a)(5)
of the
Uniform
Commercial
Code
of
the
State
of New
York
and a
"clearing
agency"
registered pursuant to the provisions of Section 17A of the
Exchange Act.
Depository
Participant:
A broker,
dealer,
bank or other
financial
institution or other Person for
whom from time to time a Depository effects book-entry
transfers and pledges of securities
deposited with the
Depository.
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 July
2005 or, if such 25th day is not a
Business Day, the Business Day immediately following such 25th day.
DTC Letter:
The Letter of
Representations,
dated June 27,
2005,
among the Trustee on behalf of the
Trust Fund, U.S. Bank National Association, in its individual
capacity as agent thereunder and the Depository.
Due Date: With respect to any
Distribution
Date and any Mortgage Loan, the day during the related Due
Period on which the Monthly Payment is due.
Due Period:
With respect to any Distribution Date, the calendar month of such
Distribution Date.
Eligible
Account:
An
account
that
is any
of
the
following:
(i) maintained
with
a
depository
institution
the debt
obligations
of which
have
been
rated by each
Rating
Agency in its
highest
rating
available,
or (ii) an
account or
accounts
in a
depository
institution
in which such
accounts
are fully
insured to the limits
established by the FDIC,
provided that any deposits not so insured shall, to the extent
acceptable
to each Rating
Agency,
as
evidenced
in writing,
be
maintained
such that (as
evidenced by an
Opinion of Counsel
delivered to the Trustee and each Rating
Agency) the
registered
Holders of
Certificates
have a claim with
respect to the funds in such
account or a perfected
first
security
interest
against any
collateral
(which shall be limited to Permitted
Investments)
securing
such funds that is superior to claims
of any other depositors or creditors of the depository
institution
with which such account is maintained,
or
(iii) in the case of the
Custodial
Account,
a trust account or accounts
maintained
in the corporate
trust
department of U.S. Bank National
Association,
or (iv) in the case of the Certificate Account, a trust account
or accounts
maintained in the corporate
trust division of U.S. Bank National
Association,
or (v) an account
or accounts of a
depository
institution
acceptable
to each Rating
Agency (as
evidenced in writing by each
Rating
Agency
that use of any such
account as the
Custodial
Account or the
Certificate
Account
will not
reduce
the
rating
assigned
to any
Class of
Certificates
by such
Rating
Agency
below
the lower of the
then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency).
Eligible
Master
Servicing
Compensation:
With
respect
to any
Distribution
Date,
the
lesser
of
(a) one-twelfth
of 0.125% of the Stated Principal Balance of the related Mortgage
Loans immediately
preceding
such
Distribution
Date and (b) the sum of the
Servicing
Fee and all income and gain on amounts
held in the
Custodial
Account
and the
Certificate
Account and payable to the
Certificateholders
with
respect to such
Distribution
Date;
provided that for purposes of this
definition the amount of the Servicing Fee will not be
reduced pursuant to Section 7.02(a) except as may be required
pursuant to the last sentence of such Section.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
Excess Cash Flow: With respect to any
Distribution
Date, an amount equal to the sum of (A) the excess
of (i) the Available
Distribution
Amount for that
Distribution
Date
increased by the amount,
if any, paid
from the Hedge Payments for that
Distribution Date pursuant to
Section 4.02(c)(iii)
over (ii) the sum of (a)
the
Interest
Distribution
Amount
for
that
Distribution
Date
and (b) the
lesser
of
(1) the
aggregate
Certificate
Principal
Balance
of
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
immediately
prior to such
Distribution
Date and (2) the Principal
Remittance
Amount for that
Distribution
Date to the extent not applied to pay interest on the Class A
Certificates,
Class M
Certificates and Class B
Certificates on such
Distribution
Date and (B) the
Overcollateralization
Reduction Amount, if any, for that
Distribution Date.
Excess
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess,
if any, of
(a) the
Overcollateralization
Amount on such
Distribution
Date over (b) the Required
Overcollateralization
Amount for such Distribution Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Expense Fee Rate:
With respect to any Mortgage
Loan as of any date of
determination,
the sum of the
applicable Servicing Fee Rate and the per annum rate at which the
applicable Subservicing Fee accrues.
Fannie Mae: Fannie Mae, a federally
chartered and privately owned
corporation
organized and existing
under the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Distribution
Date:
The
Distribution
Date on which the final
distribution
in respect of the
Certificates
will be made pursuant to Section 9.01,
which Final
Distribution Date shall in no event be later
than the end of the 90-day liquidation period described in Section
9.02.
Final Scheduled
Distribution
Date: Solely for purposes of the face of the
Certificates,
as follows:
with respect to the Class A-1
Certificates,
the Distribution Date occurring in December 2025; with respect to
the Class A-2
Certificates,
the
Distribution
Date occurring in January 2030;
with respect to the Class A-3
Certificates,
the Class A-4 Certificates and each Class of Class M Certificates
and Class B Certificates,
the
Distribution
Date
occurring
in July 2035.
No event of default
under
this
Agreement
will arise or become
applicable solely by reason of the failure to retire the entire
Certificate
Principal Balance of any Class of
Class A
Certificates,
Class M
Certificates
or
Class B
Certificates
on
or
before
its
Final
Scheduled
Distribution Date.
Fitch:
Fitch Ratings, or its successors in interest.
Foreclosure
Profits:
With
respect to any
Distribution
Date or related
Determination
Date and any
Mortgage Loan, the excess,
if any, of Liquidation
Proceeds,
Insurance
Proceeds and REO Proceeds (net of all
amounts
reimbursable
therefrom
pursuant
to
Section 3.10(a)(ii))
in respect of each
Mortgage
Loan or REO
Property for which a Cash
Liquidation or REO Disposition
occurred in the related
Prepayment
Period over the
sum of the unpaid principal
balance of such Mortgage Loan or REO Property
(determined,
in the case of an REO
Disposition,
in accordance
with
Section 3.14)
plus accrued and unpaid interest at the Mortgage Rate on such
unpaid
principal
balance from the Due Date to which
interest was last paid by the Mortgagor to the first day
of the month following the month in which such Cash Liquidation or
REO Disposition occurred.
Form 10-K Certification:
As defined in Section 4.03(e).
Freddie Mac: Freddie Mac, a corporate
instrumentality
of the United States created and existing under
Title III of the Emergency Home Finance Act of 1970, as amended, or
any successor thereto.
Gross Margin:
With respect to each
adjustable-rate
Mortgage Loan, the fixed
percentage set forth in
the related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
"NOTE MARGIN,"
which
percentage
is added to the related Index on each
Adjustment
Date to determine
(subject to rounding in
accordance
with
the related
Mortgage
Note,
the Periodic Cap, the Maximum
Mortgage Rate and the Minimum
Mortgage
Rate) the
interest rate to be borne by such Mortgage Loan until the next
Adjustment Date.
Hedge Agreement:
The Class A Hedge Agreement or Subordinate Hedge Agreement, as
applicable.
Hedge
Agreements
Provider:
Bear Stearns
Financial
Products Inc., and its successors and assigns or
any party to any replacement, substitute, collateral or other
arrangement in lieu thereof.
Hedge Payment:
The Class A Hedge Payment or Subordinate Hedge Payment, as
applicable.
Hedge Shortfall
Amount:
For any
Distribution
Date, the amount,
if any, by which the payment on the
Class A Certificates,
Class M Certificates and Class B Certificates pursuant to
Section 4.02(c)(iii)
is paid
from the Hedge Payments for such
Distribution
Date pursuant to the
provisions
thereof or would have been so
paid but for the
failure
of the
Hedge
Agreements
Provider
to make a
payment
required
under
the
Hedge
Agreements.
Hedge
Shortfall
Carry-Forward
Amount:
For any
Distribution
Date,
the aggregate
Hedge
Shortfall
Amounts for prior
Distribution
Dates to the extent not
reimbursed to the Class SB
Certificates
pursuant to
Section 4.02(c)(xi).
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 July 2005, the period
commencing
the Closing Date and ending on the day preceding the
Distribution
Date in July 2005,
and with respect to any
Distribution
Date after the Distribution
Date in July 2005, the period commencing on the Distribution Date
in
the month
immediately
preceding
the month in which
such
Distribution
Date
occurs
and
ending on the day
preceding such Distribution Date.
Interest
Distribution
Amount:
For
any
Distribution
Date,
the
amounts
payable
pursuant
to
Section 4.02(c)(i)-(iii).
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With
respect to any Mortgage
Loan,
all amounts
received
during any Due Period,
whether as late
payments of Monthly
Payments or as Insurance
Proceeds,
Liquidation
Proceeds or
otherwise,
which
represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period
and not previously recovered.
LIBOR:
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,
Class M
Certificates
and
Class B
Certificates.
LIBOR Rate
Adjustment
Date:
With respect to each
Distribution
Date,
the second LIBOR Business Day
immediately preceding the commencement of the related Interest
Accrual Period.
Liquidation
Proceeds:
Amounts
(other than
Insurance
Proceeds)
received by the Master
Servicer in
connection
with the taking of an entire
Mortgaged
Property
by
exercise
of the power of eminent
domain or
condemnation
or in
connection
with the
liquidation
of a defaulted
Mortgage Loan through
trustee's
sale,
foreclosure sale or otherwise, other than REO Proceeds and
Subsequent Recoveries.
Loan-to-Value
Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of which
is the
current
principal
balance
of the
related
Mortgage
Loan
at the
date
of
determination
and
the
denominator of which is the Appraised Value of the related
Mortgaged Property.
Margin:
With respect to each Distribution Date and the Class A, Class M and
Class B Certificates,
the
related per annum rate set forth next to such Distribution Date in
the table below:
CLASS
(1)
(2)
A-1
0.090%
0.180%
A-2
0.150%
0.300%
A-3
0.230%
0.460%
A-4
0.360%
0.720%
M-1
0.430%
0.645%
M-2
0.450%
0.675%
M-3
0.480%
0.720%
M-4
0.620%
0.930%
M-5
0.650%
0.975%
M-6
0.700%
1.050%
M-7
1.100%
1.650%
M-8
1.250%
1.875%
M-9
1.700%
2.550%
M-10
2.000%
3.000%
M-11
2.750%
4.125%
B-1
2.750%
4.125%
B-2
2.750%
4.125%
B-3
2.750%
4.125%
________________________
-----------------------------------------------------------------------------------------------------
(1)
For any
Distribution
Date
prior
to the
second
Distribution
Date
after
the
first
possible Optional Termination Date.
(2)
For any
Distribution
Date on or after the second
Distribution
Date after the first
possible
Optional Termination Date.
Marker Rate: With respect to the Class SB
Certificates or the REMIC II Regular
Interest SB-IO and any
Distribution Date, a per annum rate equal to two (2) times the
weighted average of the
Uncertificated
REMIC I
Pass-Through Rates for REMIC I Regular Interest LT2 and REMIC I
Regular Interest LT3.
Master Servicer:
As defined in the preamble hereto.
Maturity Date:
With respect to each Class of Certificates
representing
ownership of REMIC II Regular
Interests or REMIC I Regular
Interests
issued by each of REMIC I and REMIC II,
the latest possible
maturity
date,
solely
for
purposes
of
Section 1.860G-1(a)(4)(iii)
of
the
Treasury
Regulations,
by
which
the
Certificate
Principal Balance of each such Class of Certificates
representing a regular interest in the Trust
Fund would be reduced to zero,
which is, for each such
regular
interest,
February
25,
2035,
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.
MERS: Mortgage Electronic
Registration
Systems,
Inc., a corporation organized and existing under the
laws of the State of Delaware, or any successor thereto.
MERS(R)System:
The system of recording transfers of Mortgages electronically
maintained by MERS.
MIN:
The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS(R)System.
Minimum
Mortgage Rate:
With respect to any
adjustable-rate
Mortgage Loan, a per annum rate equal to
the greater of (i) the
Note Margin and (ii) the rate
indicated
on the
Mortgage
Loan
Schedule as the "NOTE
FLOOR,"
which rate may be
applicable
to such
Mortgage
Loan at any time
during
the life of such
Mortgage
Loan.
Modified Mortgage Loan:
Any Mortgage Loan that has been the subject of a Servicing
Modification.
Modified
Net
Mortgage
Rate:
With
respect to any
Mortgage
Loan that is the subject of a Servicing
Modification,
the Net Mortgage
Rate minus the rate per annum by which the Mortgage Rate on such
Mortgage Loan
was reduced.
MOM Loan:
With respect to any Mortgage
Loan,
MERS acting as the
mortgagee
of such
Mortgage
Loan,
solely as nominee for the originator of such Mortgage Loan and its
successors and assigns,
at the
origination
thereof.
Monthly
Payment:
With respect to any Mortgage Loan
(including
any REO Property) and the Due Date in
any Due
Period,
the
payment of
principal
and
interest
due thereon in
accordance
with the
amortization
schedule
at the time
applicable
thereto
(after
adjustment,
if any,
for
Curtailments
and for
Deficient
Valuations
occurring prior to such Due Date but before any adjustment to such
amortization
schedule by reason
of any
bankruptcy,
other than a Deficient
Valuation,
or similar
proceeding
or any
moratorium
or similar
waiver or grace
period and before any
Servicing
Modification
that
constitutes
a reduction of the interest
rate on such Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successors in interest.
Mortgage:
With
respect
to each
Mortgage
Note,
the
mortgage,
deed of trust
or other
comparable
instrument
creating a first or junior lien on an estate in fee simple or
leasehold
interest in real
property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining to a particular
Mortgage Loan
and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Loans:
Such of the
mortgage
loans
transferred
and
assigned to the
Trustee
pursuant to
Section 2.01
as from
time to time are held or deemed to be held as a part of the
Trust
Fund,
the
Mortgage
Loans
originally so held being
identified in the initial
Mortgage Loan
Schedule,
and Qualified
Substitute
Mortgage
Loans held or deemed
held as part of the Trust Fund
including,
without
limitation,
each
related
Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Loan Schedule:
The lists of the Mortgage Loans attached
hereto as Exhibit F (as amended from
time to time to reflect the addition of Qualified
Substitute
Mortgage Loans),
which lists shall set forth at
a minimum the following information as to each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii)
the maturity of the Mortgage Note ("MATURITY
DATE," or "MATURITY DT");
(iv)
for the adjustable-rate Mortgage Loans, the Mortgage Rate as of
origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii)
the scheduled monthly payment of principal,
if any, and interest as of the Cut-off Date ("ORIGINAL P &
I" or "CURRENT P & I");
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T," "BT" or "CT" under the column "LN
FEATURE,"
indicating
that the Mortgage Loan is secured
by a second or
vacation
residence
(the
absence
of any such code means the
Mortgage
Loan is
secured by a primary residence);
(xi)
a code "N" under the column "OCCP CODE,"
indicating
that the Mortgage
Loan is secured by a non-owner
occupied
residence
(the absence of any such code means the Mortgage Loan is secured by
an owner
occupied residence);
(xii)
for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate
("NOTE CEILING");
(xiii)
for the adjustable-rate Mortgage Loans, the maximum Net Mortgage
Rate ("NET CEILING");
(xiv)
for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE
MARGIN");
(xv)
for the adjustable-rate
Mortgage Loans, the first Adjustment Date after the Cut-off Date
("NXT INT CHG
DT");
(xvi)
for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC
DECR" or "PERIODIC INCR");
(xvii)
[reserved]; and
(xviii) for the
adjustable-rate
Mortgage Loans,
the rounding of the semi-annual or annual
adjustment to the
Mortgage Rate ("NOTE METHOD").
Such
schedules
may consist of multiple
reports that
collectively
set forth all of the
information
required.
Mortgage
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness of a Mortgagor under a Mortgage Loan, together with
any modification thereto.
Mortgage
Rate:
With respect to any Mortgage
Loan,
the interest
rate borne by the related
Mortgage
Note,
or
any
modification
thereto
other
than
a
Servicing
Modification.
The
Mortgage
Rate
on
the
adjustable-rate
Mortgage
Loans will adjust on each
Adjustment
Date to equal the sum (rounded to the nearest
multiple of
one-eighth
of one percent
(0.125%) or up to the nearest
one-eighth
of one
percent,
which are
indicated by a "U" on the Mortgage Loan
Schedule,
except in the case of the
adjustable-rate
Mortgage
Loans
indicated by an "X" on the Mortgage Loan Schedule under the heading
"NOTE
METHOD"),
of the related Index plus
the Note
Margin,
in each case subject to the
applicable
Periodic
Cap,
Maximum
Mortgage
Rate and Minimum
Mortgage Rate.
Mortgaged Property:
The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage
Rate:
With respect to any Mortgage
Loan as of any date of
determination,
a per annum
rate equal to the Mortgage Rate for such Mortgage Loan as of such
date minus the related Expense Fee Rate.
Net WAC Cap Rate:
The Class A Net WAC Cap Rate or Subordinate Net WAC Cap Rate, as
applicable.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any Advance
previously made or proposed to be made by the Master Servicer or
Subservicer
in respect of a Mortgage
Loan
(other
than a Deleted
Mortgage
Loan)
which,
in the good faith
judgment of the Master
Servicer,
will not, or, in the case of a proposed
Advance,
would not, be
ultimately
recoverable by the Master Servicer from related Late Collections,
Insurance Proceeds,
Liquidation Proceeds or
REO Proceeds.
To the extent that any Mortgagor is not obligated
under the related
Mortgage
documents to pay
or reimburse any portion of any Servicing
Advances that are outstanding
with respect to the related
Mortgage
Loan as a result of a modification of such Mortgage Loan by the
Master
Servicer,
which forgives amounts which
the Master Servicer or Subservicer had previously
advanced,
and the Master Servicer
determines that no other
source of payment or
reimbursement
for such
advances is available to it, such
Servicing
Advances
shall be
deemed
to be
Nonrecoverable
Advances.
The
determination
by
the
Master
Servicer
that
it
has
made
a
Nonrecoverable
Advance
shall be evidenced by a certificate
of a Servicing
Officer,
Responsible
Officer or
Vice
President or its
equivalent or senior officer of the Master
Servicer,
delivered to the Depositor,
the
Trustee,
and the Master Servicer setting forth such
determination,
which shall include any other information
or reports
obtained
by the Master
Servicer
such as property
operating
statements,
rent
rolls,
property
inspection
reports
and
engineering
reports,
which may support
such
determinations.
Notwithstanding
the
above,
the Trustee shall be entitled to rely upon any
determination
by the Master
Servicer that any Advance
previously
made is a
Nonrecoverable
Advance
or that any
proposed
Advance,
if made,
would
constitute
a
Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan:
Any
Mortgage
Loan that,
at the time of
reference
thereto,
is not
subject to a Subservicing Agreement.
Note Margin:
With respect to each
adjustable-rate
Mortgage Loan,
the fixed
percentage set forth in
the related
Mortgage Note and indicated on the Mortgage Loan Schedule as the
"NOTE MARGIN,"
which
percentage
is added to the Index on each
Adjustment
Date to
determine
(subject
to
rounding
in
accordance
with the
related
Mortgage
Note,
the
Periodic
Cap,
the Maximum
Mortgage
Rate and the Minimum
Mortgage
Rate) the
interest rate to be borne by such Mortgage Loan until the next
Adjustment Date.
Notional
Amount:
With respect to the Class SB
Certificates or the REMIC II
Regular
Interest SB-IO,
immediately
prior to any
Distribution
Date, the aggregate of the
Uncertificated
Principal
Balances of the
REMIC I Regular Interests.
Officers'
Certificate:
A
certificate
signed by the
Chairman of the Board,
the
President,
a Vice
President,
Assistant Vice President,
Director,
Managing Director, the Treasurer, the Secretary, an Assistant
Treasurer
or an
Assistant
Secretary
of the
Depositor
or the
Master
Servicer,
as the case
may be,
and
delivered to the Trustee, as required by this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the Master
Servicer
and which
counsel
may be counsel
for the
Depositor
or the Master
Servicer,
provided
that any opinion of
counsel
(i)
referred
to
in
the
definition
of
"Disqualified
Organization"
or
(ii)
relating
to
the
qualification
of any
REMIC
hereunder
as a REMIC
or
compliance
with the
REMIC
Provisions
must,
unless
otherwise specified, be an opinion of Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or after
which the Stated
Principal
Balance
(after giving
effect to
distributions
to be made on such
Distribution
Date) of the Mortgage
Loans is less
than 10.00% of the Cut-off Date Balance.
Outstanding
Mortgage Loan: With respect to the Due Date in any Due Period,
a Mortgage Loan (including
an REO
Property)
that was not the
subject
of a
Principal
Prepayment
in
Full,
Cash
Liquidation
or REO
Disposition
and that was not
purchased,
deleted
or
substituted
for
prior
to such Due Date
pursuant
to
Section 2.02, 2.03, 2.04 or 4.07.
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage Loans before giving effect to
distributions of principal
to be made on such
Distribution
Date over (b) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates, Class M Certificates and Class B Certificates
immediately prior to such date.
Overcollateralization Floor:
An amount equal to the product of 0.50% and the Cut-off Date
Balance.
Overcollateralization
Increase
Amount:
With
respect
to
any
Distribution
Date,
the
lesser
of
(a) Excess
Cash Flow for that
Distribution
Date (to the extent not used to cover the
amounts
described
in
clauses (b)(iv) and (b)(v) of the definition of Principal
Distribution
Amount as of such
Distribution
Date)
and (b) the excess of (1) the Required
Overcollateralization
Amount for such
Distribution
Date over (2) the
Overcollateralization Amount for such Distribution Date.
Overcollateralization
Reduction
Amount:
With
respect to any
Distribution
Date on which the Excess
Overcollateralization
Amount
is,
after
taking
into
account
all
other
distributions
to be made on such
Distribution Date, greater than zero, the
Overcollateralization
Reduction Amount shall be equal to the lesser
of (i) the Excess
Overcollateralization
Amount for that Distribution
Date and (ii) the Principal
Remittance
Amount on such Distribution Date.
Ownership
Interest:
With
respect to any
Certificate,
any
ownership
or security
interest in such
Certificate,
including any interest in such Certificate as the Holder thereof
and any other interest
therein,
whether direct or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate:
With
respect to each
Class of Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
and any
Distribution
Date,
the lesser of (i) a per annum rate equal to LIBOR plus the
related Margin for such Distribution Date and (ii) the Net WAC Cap
Rate for such Distribution Date.
With respect to the Class SB
Certificates
or the REMIC II Regular
Interest
SB-IO,
a per annum rate
equal to the percentage
equivalent of a fraction,
the numerator of which is the sum of the amounts calculated
pursuant to clauses (i) through (iii) below,
and the denominator of which is the aggregate
principal
balance
of the
REMIC I
Regular
Interests.
For
purposes
of
calculating
the
Pass-Through
Rate for the
Class SB
Certificates
or the REMIC II
Regular
Interest
SB-IO,
the
numerator
is equal to the sum of the
following
components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC I Regular Interest LT1 minus the
related
Marker Rate,
applied to a notional
amount equal to the
Uncertificated
Principal
Balance of REMIC I
Regular Interest LT1;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC I Regular Interest LT2 minus the
related
Marker Rate,
applied to a notional
amount equal to the
Uncertificated
Principal
Balance of REMIC I
Regular Interest LT2; and
(iii)
the
Uncertificated
Pass-Through
Rate for REMIC I Regular
Interest LT4 minus twice the
related Marker Rate,
applied to a notional
amount equal to the
Uncertificated
Principal
Balance of
REMIC I Regular Interest LT4.
Paying Agent:
U.S. Bank National Association or any successor Paying Agent
appointed by the Trustee.
Percentage
Interest:
With
respect
to
any
Class A
Certificate,
Class M
Certificate
or
Class B
Certificate,
the undivided
percentage
ownership interest in the related Class evidenced by such
Certificate,
which
percentage
ownership
interest
shall be equal to the Initial
Certificate
Principal
Balance
thereof
divided by the aggregate
Initial
Certificate
Principal Balance of all of the Certificates of the same Class.
The Percentage
Interest with respect to a Class SB
Certificate or Class R
Certificate shall be stated on the
face thereof.
Periodic Cap: With respect to each
adjustable-rate
Mortgage
Loan,
the periodic rate cap that limits
the increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the
related Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of or guaranteed as to principal and interest by the United States
or any agency or
instrumentality
thereof
when such
obligations
are backed by the full faith and credit of the
United States;
(ii)
repurchase
agreements on
obligations
specified in clause (i) maturing not more than one month
from the date of
acquisition
thereof,
provided
that the unsecured
obligations
of the party
agreeing to
repurchase
such
obligations
are at the time rated by each
Rating
Agency in its
highest short-term rating available;
(iii)
federal funds,
certificates of deposit, demand deposits, time deposits and
bankers' acceptances
(which
shall
each have an
original
maturity
of not more
than 90 days
and,
in the case of
bankers'
acceptances,
shall in no event have an
original
maturity of more than 365 days or a
remaining
maturity
of more than 30 days)
denominated
in United
States
dollars
of any U.S.
depository
institution or trust company incorporated under the laws of the
United States or any
state thereof or of any domestic
branch of a foreign
depository
institution or trust company;
provided that the debt
obligations of such depository
institution or trust company at the date
of acquisition
thereof have been rated by each Rating Agency in its highest
short-term
rating
available;
and, provided further that, if the original maturity of such
short-term
obligations
of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days,
the
short-term
rating of such
institution
shall be A-1+ in the case of
Standard & Poor's if
Standard & Poor's is a Rating Agency;
(iv)
commercial paper and demand notes (having original
maturities of not more than 365 days) of any
corporation
incorporated
under the laws of the United States or any state thereof which on
the
date of
acquisition
has been rated by each
Rating
Agency in its
highest
short term
rating
available;
provided that such commercial paper and demand notes shall have a
remaining maturity
of not more than 30 days;
(v)
a money market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term rating available (which may be managed by the Trustee or
one of its Affiliates); and
(vi)
other
obligations
or
securities
that are
acceptable
to each
Rating
Agency as a Permitted
Investment
hereunder and will not reduce the rating
assigned to any Class of
Certificates
by
such Rating
Agency below the lower of the
then-current
rating or the rating
assigned to such
Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided,
however,
that no instrument shall be a Permitted Investment if it
represents,
either (1) the right
to receive only interest
payments with respect to the underlying
debt
instrument or (2) the right to receive
both principal and interest
payments
derived from
obligations
underlying
such instrument and the principal
and interest
payments
with respect to such
instrument
provide a yield to maturity
greater than 120% of the
yield to maturity at par of such underlying
obligations.
References herein to the highest rating available on
unsecured
long-term
debt
shall
mean AAA in the case of
Standard
& Poor's and Fitch and Aaa in the case of
Moody's,
and for
purposes of this
Agreement,
any
references
herein to the
highest
rating
available
on
unsecured
commercial
paper and
short-term
debt
obligations
shall mean the
following:
A-1 in the case of
Standard
& Poor's,
P-1 in the case of
Moody's
and F-1 in the case of
Fitch;
provided,
however,
that any
Permitted
Investment
that is a
short-term
debt
obligation
rated A-1 by Standard & Poor's must satisfy the
following
additional
conditions:
(i) the total
amount
of debt
from A-1
issuers
must be
limited
to the
investment of monthly principal and interest payments
(assuming fully amortizing
collateral);
(ii) the total
amount of A-1 investments must not represent more than 20% of the
aggregate
outstanding
Certificate Principal
Balance of the
Certificates
and each investment
must not mature beyond 30 days;
(iii) the terms of the debt
must have a
predetermined
fixed dollar amount of principal due at maturity that cannot vary;
and (iv) if the
investments
may be
liquidated
prior to their
maturity
or are
being
relied
on to meet a
certain
yield,
interest
must be tied to a single
interest
rate
index
plus a single
fixed
spread
(if any) and must move
proportionately
with that index.
Any Permitted
Investment
may be purchased by or through the Trustee or its
Affiliates.
Permitted Transferee:
Any Transferee of a Class R Certificate,
other than a Disqualified Organization
or Non-United States Person.
Person:
Any
individual,
corporation,
limited
liability
company,
partnership,
joint
venture,
association,
joint-stock company, trust,
unincorporated organization or government or any agency or
political
subdivision thereof.
Prepayment Assumption:
With respect to the Class A,
Class M and Class B Certificates,
the prepayment
assumption to be used for
determining
the accrual of original issue discount and premium and market
discount
on such
Certificates
for federal
income tax
purposes,
which (a) with
respect to the
fixed-rate
Mortgage
Loans,
assumes
a
constant
prepayment
rate of
one-tenth
of 23% per annum of the then
outstanding
Stated
Principal
Balance of the
fixed-rate
Mortgage Loans in the first month of the life of such Mortgage
Loans and
an additional
one-tenth of 23% per annum in each month
thereafter until the tenth month, and beginning in the
tenth
month and in each
month
thereafter
during
the life of the
fixed-rate
Mortgage
Loans,
a
constant
prepayment
rate of 23% per annum each month ("23% HEP") and (b) with respect
to the
adjustable-rate
Mortgage
Loans
assumes a
prepayment
assumption
of 2% of the constant
prepayment
rate in month one,
increasing
by
approximately
2.545% from month 2 until
month 12,
a constant
prepayment
rate of 30% from month 12 to month
22, a
constant
prepayment
rate of 50% from
month 23 to month
27,
and a
constant
prepayment
rate of 35%
thereafter,
used for
determining
the accrual of original issue
discount and premium and market
discount on
the Class A,
Class M and Class B
Certificates for federal income tax purposes.
The constant
prepayment rate
assumes
that the
stated
percentage
of the
outstanding
Stated
Principal
Balance
of the
adjustable-rate
Mortgage Loans is prepaid over the course of a year.
Prepayment
Interest
Shortfall:
With respect to any
Distribution
Date and any Mortgage
Loan (other
than a Mortgage Loan relating to an REO
Property)
that was the subject of (a) a Principal
Prepayment in Full
during the related
Prepayment
Period,
an amount
equal to the excess of one month's
interest at the related
Net
Mortgage
Rate (or
Modified
Net
Mortgage
Rate in the case of a Modified
Mortgage
Loan) on the Stated
Principal
Balance of such
Mortgage
Loan over the amount of interest
(adjusted
to the related Net
Mortgage
Rate (or Modified Net Mortgage
Rate in the case of a Modified
Mortgage
Loan)) paid by the Mortgagor for such
Prepayment
Period to the date of such
Principal
Prepayment
in Full or (b) a
Curtailment
during
the prior
calendar
month,
an amount
equal to one month's
interest at the related Net
Mortgage
Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment
Period:
With respect to any
Distribution
Date, the calendar month preceding the month of
distribution.
Primary
Insurance
Policy:
Each
primary
policy of mortgage
guaranty
insurance
as
indicated by a
numeric code on the Mortgage
Loan
Schedule
with the exception of code "A23," "A34" or "A96" under the column
"MI CO CODE."
Principal
Distribution
Amount: With respect to any Distribution Date, the lesser of (a)
the excess of
(x) the Available Distribution Amount 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) the
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; and
(vi)
the
lesser
of (1) the
Excess
Cash
Flow for that
Distribution
Date (to the
extent
not used
pursuant
to
clauses
(iv) and (v) of this
definition
on such
Distribution
Date)
and (2) the
Overcollateralization Increase Amount for such Distribution Date;
minus
(vii) (A) the amount of any
Overcollateralization
Reduction Amount for such
Distribution Date and (B)
the amount of any Capitalization Reimbursement Amount for such
Distribution Date.
Principal
Prepayment:
Any payment of
principal
or other
recovery on a Mortgage
Loan,
including a
recovery that takes the form of
Liquidation
Proceeds or Insurance
Proceeds,
which is received in advance of
its scheduled Due Date and is not accompanied by an amount as to
interest
representing
scheduled
interest on
such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal
Prepayment in Full:
Any Principal
Prepayment
made by a Mortgagor of the entire
principal
balance of a Mortgage Loan.
Principal
Remittance
Amount:
With respect to any Distribution Date, all amounts described in
clauses
(b)(i) through (iii) of the definition of Principal Distribution
Amount for that Distribution Date.
Program Guide:
The AlterNet
Seller Guide as incorporated
into the
Residential
Funding Seller Guide
for mortgage
collateral
sellers that participate in Residential
Funding's
AlterNet
Mortgage
Program,
and
Residential
Funding's
Servicing Guide and any other subservicing
arrangements which Residential
Funding has
arranged to
accommodate
the servicing of the Mortgage Loans and in each case all
supplements
and amendments
thereto published by Residential Funding.
Purchase
Price:
With
respect to any
Mortgage
Loan (or REO
Property)
required to be or
otherwise
purchased on any date pursuant to
Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of
the Stated Principal Balance thereof plus the principal portion of
any related
unreimbursed
Advances and (ii)
unpaid
accrued
interest at either (a) the Adjusted
Mortgage
Rate (or Modified Net Mortgage Rate in the case
of a Modified
Mortgage Loan) plus the rate per annum at which the Servicing Fee
is
calculated,
or (b) in the
case of a purchase
made by the Master
Servicer,
at the Net Mortgage
Rate (or Modified Net Mortgage
Rate in
the case of a Modified
Mortgage Loan), in each case on the Stated
Principal
Balance thereof to the first day
of the
month
following
the
month of
purchase
from the Due Date to
which
interest
was last
paid by the
Mortgagor.
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) have a Mortgage Rate that adjusts with the same
frequency
and based upon the same
Index as that of the
Deleted
Mortgage
Loan;
(xi) have a Note
Margin not less than
that of the
Deleted
Mortgage
Loan;
(xii)
have a
Periodic
Rate Cap
that is equal to that of the
Deleted
Mortgage Loan; and (xiii) have a next Adjustment Date no later than
that of the Deleted Mortgage Loan.
Rating
Agency:
Each of Standard & Poor's and
Moody's.
If any agency or a successor
is no longer in
existence,
"Rating
Agency"
shall be such
statistical
credit rating
agency,
or other
comparable
Person,
designated
by the
Depositor,
notice
of which
designation
shall be given
to the
Trustee
and the
Master
Servicer.
Realized Loss:
With respect to each Mortgage Loan (or REO Property) as to which a
Cash
Liquidation or
REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated Principal
Balance of the
Mortgage
Loan (or REO
Property) as of the date of Cash
Liquidation
or REO
Disposition,
plus (ii) interest
(and REO Imputed
Interest,
if any) at the Net Mortgage
Rate from the Due Date as to which
interest was last
paid or advanced to
Certificateholders
up to the last day of the month in which the Cash
Liquidation (or REO
Disposition)
occurred on the Stated
Principal
Balance of such Mortgage
Loan (or REO
Property)
outstanding
during
each Due
Period
that such
interest
was not paid or
advanced,
minus
(iii) the
proceeds,
if any,
received during the month in which such Cash Liquidation (or REO
Disposition)
occurred,
to the extent applied
as recoveries of interest at the Net Mortgage
Rate and to principal of the Mortgage
Loan,
net of the portion
thereof
reimbursable
to the Master Servicer or any Subservicer
with respect to related
Advances,
Servicing
Advances
or other
expenses
as to which the Master
Servicer or
Subservicer
is
entitled
to
reimbursement
thereunder
but which have not been
previously
reimbursed.
With respect to each
Mortgage
Loan which is the
subject of a Servicing
Modification,
(a) (1) the amount by which the interest portion of a Monthly
Payment or
the
principal
balance of such
Mortgage
Loan was reduced or (2) the sum of any other amounts owing under
the
Mortgage Loan that were forgiven and that
constitute
Servicing
Advances that are
reimbursable to the Master
Servicer or a
Subservicer,
and (b) any such amount with
respect to a Monthly
Payment that was or would have
been due in the month
immediately
following the month in which a Principal
Prepayment or the Purchase
Price
of such
Mortgage
Loan is received or is deemed to have been
received.
With
respect to each
Mortgage
Loan
which has become the subject of a Deficient
Valuation,
the
difference
between the principal
balance of the
Mortgage Loan
outstanding
immediately
prior to such
Deficient
Valuation
and the principal
balance of the
Mortgage
Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the
object of a Debt Service
Reduction,
the amount of such Debt
Service
Reduction.
Notwithstanding
the above,
neither a Deficient
Valuation nor a Debt Service
Reduction
shall be deemed a Realized Loss hereunder so long
as the Master
Servicer has notified the Trustee in writing
that the Master
Servicer is
diligently
pursuing
any remedies that may exist in connection
with the
representations
and warranties made regarding the related
Mortgage
Loan and
either
(A) the
related
Mortgage
Loan is not in
default
with
regard to
payments
due
thereunder
or (B)
delinquent
payments of principal
and
interest
under the related
Mortgage
Loan and any
premiums on any applicable
primary hazard
insurance policy and any related escrow payments in respect of such
Mortgage Loan are being
advanced on a current basis by the Master
Servicer or a
Subservicer,
in either case
without giving effect to any Debt Service Reduction.
Realized
Losses
allocated
to the
Class SB
Certificates
shall be
allocated
first to the REMIC II
Regular
Interest SB-IO in reduction of the accrued but unpaid
interest
thereon until such accrued and unpaid
interest
shall have been reduced to zero and then to the REMIC II
Regular
Interest SB-PO in reduction of the
Principal Balance thereof.
To the extent the Master
Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan,
the amount of the
Realized
Loss with
respect
to that
Mortgage
Loan will be
reduced
to the
extent
such
recoveries
are
applied to reduce
the
Certificate
Principal
Balance
of any Class of
Certificates
on any
Distribution Date.
Record
Date:
With
respect to each
Distribution
Date and the LIBOR
Certificates,
the Business Day
immediately
preceding such
Distribution
Date. With respect to each
Distribution
Date and the
Certificates
(other
than the LIBOR
Certificates),
the
close of
business
on the last
Business
Day of the
month
next
preceding
the month in which the related
Distribution
Date
occurs,
except in the case of the first
Record
Date which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular
Certificates:
The
Class A
Certificates,
Class M
Certificates,
Class B
Certificates
and
Class SB Certificates.
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 or REMIC II.
REMIC I:
The
segregated
pool of assets subject
hereto,
constituting a portion of the primary trust
created hereby and to be
administered
hereunder,
exclusive of the Hedge
Agreement,
which are not assets of
any REMIC, with respect to which a separate REMIC election is to be
made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all payments on and
collections
in respect of the Mortgage
Loans due after the Cut-off
Date (other than Monthly
Payments due in the month of the Cut-off
Date) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund;
(iii)
property
which
secured a Mortgage
Loan and which has been
acquired for the benefit of
the Certificateholders by foreclosure or deed in lieu of
foreclosure;
(iv)
the hazard insurance policies and Primary Insurance
Policies
pertaining to the Mortgage
Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
REMIC
I Distribution
Amount:
For any Distribution Date, the Available
Distribution
Amount shall be
distributed
to the REMIC I Regular
Interests and the
Class R-I
Certificates
in the
following
amounts and
priority:
(i)
to the extent of the Available
Distribution
Amount,
to REMIC II as the holder of REMIC
I Regular
Interests
LT1, LT2, LT3 and LT4, pro rata, in an amount equal to (A) their
Uncertificated
Accrued
Interest for such
Distribution
Date, plus (B) any amounts in respect thereof
remaining
unpaid from previous
Distribution Dates; and
(ii)
to the extent of the Available
Distribution
Amount
remaining
after the
distributions
made
pursuant to clause (i) above,
to REMIC II as the holder of the REMIC I Regular
Interests,
in an amount
equal to:
(A)
in respect of the REMIC I Regular
Interests
LT2, LT3 and LT4,
their
respective
Principal Distribution Amounts;
(B)
in
respect
of
the
REMIC
I
Regular
Interest
LT1
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any
remainder in respect of the REMIC I Regular
Interests
LT2, LT3 and LT4, pro
rata according to their respective
Uncertificated
Principal
Balances as reduced by the distributions
deemed
made pursuant to (A) above, until their respective Uncertificated
Principal Balances are reduced to zero; and
(iii)
any remaining amounts to the Holders of the Class R-I Certificates.
REMIC I
Principal
Reduction
Amounts:
For any Distribution
Date, the amounts by which the principal
balances
of the
REMIC I
Regular
Interests
LT1,
LT2,
LT3 and LT4,
respectively,
will be reduced on such
Distribution
Date by the
allocation
of Realized
Losses and the
distribution
of
principal,
determined as
follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth below:
Y1 =
the aggregate
principal balance of the REMIC I Regular Interest LT1 after
distributions on the
prior Distribution Date.
Y2 =
the
principal
balance of the REMIC I
Regular
Interest LT2 after
distributions
on the prior
Distribution Date.
Y3 =
the
principal
balance of the REMIC I
Regular
Interest LT3 after
distributions
on the prior
Distribution Date.
Y4 =
the
principal
balance of the REMIC I
Regular
Interest LT4 after
distributions
on the prior
Distribution Date (note:
Y3 = Y4).
AY1 =
the REMIC I Regular Interest LT1 Principal Reduction Amount.
AY2 =
the REMIC I Regular Interest LT2 Principal Reduction Amount.
AY3 =
the REMIC I Regular Interest LT3 Principal Reduction Amount.
AY4 =
the REMIC I Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate
principal
balance of the REMIC I
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior
Distribution Date.
P1 =
the aggregate
principal
balance of the REMIC I
Regular
Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on
such Distribution Date.
AP =
P0 - P1 = the
aggregate
of the REMIC I
Regular
Interests
LT1,
LT2,
LT3 and LT4
Principal
Reduction Amounts.
=the
aggregate
of the
principal
portions
of
Realized
Losses to be
allocated
to,
and the
principal
distributions to be made on, the
Certificates on such
Distribution
Date (including
distributions
of accrued and unpaid interest on the Class SB Certificates for
prior Distribution Dates).
R0 =
the Net WAC Cap Rate (stated as a monthly rate) after giving effect
to amounts
distributed
and
Realized Losses allocated on the prior Distribution Date.
R1 =
the Net WAC
Cap
Rate
(stated
as a
monthly
rate)
after
giving
effect
to
amounts
to be
distributed and Realized Losses to be allocated on such
Distribution Date.
a =
(Y2 + Y3)/P0.
The
initial
value of a on the
Closing
Date for use on the first
Distribution
Date shall be 0.0001.
a0 =
the
lesser
of
(A)
the
sum
for
all
Classes
of
Certificates,
other
than
the
Class SB
Certificates,
of the
product
for each Class of (i) the
monthly
interest
rate (as limited by the REMIC Net
WAC Rate, if applicable)
for such Class
applicable for
distributions
to be made on such
Distribution
Date
and (ii) the aggregate
Certificate
Principal Balance for such Class after distributions and the
allocation of
Realized Losses on the prior Distribution Date and (B) R0*P0.
a1
=
the
lesser
of
(A)
the
sum
for
all
Classes
of
Certificates,
other
than
the
Class SB
Certificates,
of the product for each Class of (i) the monthly
interest rate (as limited by the REMIC Net WAC
Cap Rate,
if
applicable)
for such
Class
applicable
for
distributions
to be made on the next
succeeding
Distribution Date and (ii) the aggregate
Certificate
Principal Balance for such Class after distributions and
the allocation of Realized Losses to be made on such Distribution
Date and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 =
AP - AY2 - AY3 - AY4;
AY2 =
(a/2){( a0R1 - a1R0)/R0R1};
AY3 =
aAP - AY2; and
AY4 =
AY3.
if both AY2 and AY3, as so determined, are non-negative numbers.
Otherwise:
(1)
If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
(2)
If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a1R0P0 - a0R1P1}/{2R1R0P1 -
a1R0};
AY4 = AY3; and
AY1 = AP - AY2 - AY3 - AY4.
REMIC I Realized
Losses:
Realized
Losses on the
Mortgage
Loans shall be
allocated
to the REMIC I
Regular
Interests as follows:
The interest portion of Realized Losses on the Mortgage Loans, if
any, shall be
allocated
among the REMIC I Regular
Interests
LT1, LT2 and LT4 pro rata
according to the amount of interest
accrued but unpaid thereon,
in reduction
thereof.
Any interest
portion of such Realized Losses in excess of
the amount
allocated
pursuant to the preceding
sentence shall be treated as a principal
portion of Realized
Losses not attributable to any specific Mortgage Loan and allocated
pursuant to the succeeding
sentences.
The
principal
portion of Realized Losses on the Mortgage
Loans, if any, shall be allocated
first, to the REMIC I
Regular
Interests LT2, LT3 and LT4 pro rata according to their respective
Principal
Reduction Amounts to the
extent
thereof in reduction of the
Uncertificated
Principal
Balance of such REMIC I Regular
Interests and,
second,
the
remainder,
if any, of such principal
portion of such Realized
Losses shall be allocated to the
REMIC I Regular Interest LT1 in reduction of the Uncertificated
Principal Balance thereof.
REMIC I Regular
Interests:
REMIC I Regular
Interest LT1,
REMIC II
Regular
Interest LT2,
REMIC II
Regular Interest LT3 and REMIC II Regular Interest LT4.
REMIC I
Regular
Interest
LT1: A regular
interest in REMIC I
that is held as an asset of
REMIC II,
that has an initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest
at the
related
Uncertificated
REMIC I
Pass-Through
Rate,
and that has such
other
terms as are
described herein.
REMIC I Regular Interest LT1 Principal
Distribution
Amount: For any Distribution Date, the excess, if
any, of the REMIC I
Regular
Interest
LT1
Principal
Reduction
Amount for such
Distribution
Date over the
Realized Losses allocated to the REMIC I Regular Interest LT1 on
such Distribution Date.
REMIC I Regular Interest LT2: A regular interest in REMIC I that is
held as an asset of REMIC II,
that
has an initial principal balance equal to the related
Uncertificated
Principal
Balance,
that bears interest
at the
related
Uncertificated
REMIC I
Pass-Through
Rate,
and that has such other
terms as are
described
herein.
REMIC I Regular Interest LT2 Principal
Distribution
Amount: For any Distribution Date, the excess, if
any, of the REMIC I
Regular
Interest
LT2
Principal
Reduction
Amount for such
Distribution
Date over the
Realized Losses allocated to the REMIC I Regular Interest LT2 on
such Distribution Date.
REMIC I
Regular
Interest
LT3: A regular
interest in REMIC II
that is held as an asset of REMIC II,
that has an initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest
at the
related
Uncertificated
REMIC I
Pass-Through
Rate,
and that has such
other
terms as are
described herein.
REMIC I Regular Interest LT3 Principal
Distribution
Amount: For any Distribution Date, the excess, if
any, of the REMIC I
Regular
Interest
LT3
Principal
Reduction
Amount for such
Distribution
Date over the
Realized Losses allocated to the REMIC I Regular Interest LT3 on
such Distribution Date.
REMIC I
Regular
Interest
LT4: A regular
interest in REMIC II
that is held as an asset of REMIC II,
that has an initial
principal
balance
equal to the
related
Uncertificated
Principal
Balance,
that bears
interest
at the
related
Uncertificated
REMIC I
Pass-Through
Rate,
and that has such
other
terms as are
described herein.
REMIC I Regular Interest LT4 Principal
Distribution
Amount: For any Distribution Date, the excess, if
any, of the REMIC I
Regular
Interest
LT4
Principal
Reduction
Amount for such
Distribution
Date over the
Realized Losses allocated to the REMIC I Regular Interest LT4 on
such Distribution Date.
REMIC II:
The segregated
pool of assets subject
hereto,
constituting a portion of the primary trust
created
hereby and to be
administered
hereunder,
with respect to which a separate
REMIC
election is to be
made, consisting of the REMIC I Regular Interests.
REMIC II
Regular
Interest
SB-PO:
A
separate
non-certificated
beneficial
ownership
interest
in
REMIC II
issued
hereunder and
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-PO
shall have no
entitlement
to interest,
and shall be entitled to
distributions
of principal
subject to the
terms and conditions
hereof,
in aggregate amount equal to the initial
Certificate
Principal
Balance of the
Class SB Certificates as set forth in the Preliminary Statement
hereto.
REMIC II
Regular
Interest
SB-IO:
A
separate
non-certificated
beneficial
ownership
interest
in
REMIC II
issued
hereunder and
designated as a REMIC II Regular
Interest.
REMIC II
Regular
Interest SB-IO
shall have no
entitlement
to principal,
and shall be entitled to
distributions
of interest
subject to the
terms and
conditions
hereof,
in aggregate
amount equal to the
interest
distributable
with respect to the
Class SB Certificates pursuant to the terms and conditions hereof.
REMIC II
Regular
Interests:
REMIC II
Regular
Interests SB-IO and SB-PO,
together with the regular
interests in REMIC II represented by the Class A
Certificates,
Class M
Certificates and Class B Certificates
exclusive
of the rights of such
Certificates
to
payments
of Basis Risk
Shortfall
Amounts and to payments
derived from the Hedge Agreement.
REMIC Administrator:
Residential Funding
Corporation.
If Residential Funding Corporation is found by
a court of
competent
jurisdiction
to no longer be able to fulfill
its
obligations
as REMIC
Administrator
under this
