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 August 1, 2005
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2005-KS8
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S>
<C>
ARTICLE I
DEFINITIONS........................................................................6
Section 1.01.
Definitions............................................................6
Section 1.02. Determination of
LIBOR................................................51
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES..................52
Section 2.01. Conveyance of Mortgage
Loans..........................................52
Section 2.02. Acceptance by
Trustee.................................................55
Section 2.03. Representations, Warranties and Covenants of the
Master
Servicer and the
Depositor............................................56
Section 2.04. Representations and Warranties of
Sellers.............................58
Section 2.05. Execution and Authentication of Certificates;
Conveyance of
Uncertificated REMIC Regular
Interests................................60
Section 2.06. Purposes and Powers of the
Trust......................................60
Section 2.07. Agreement Regarding Ability to
Disclose...............................61
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS..................................61
Section 3.01. Master Servicer to Act as
Servicer....................................61
Section 3.02. Subservicing Agreements Between Master Servicer
and
Subservicers; Enforcement of Subservicers'
Obligations................64
Section 3.03. Successor
Subservicers................................................65
Section 3.04. Liability of the Master
Servicer......................................65
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders....................................................65
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee.......65
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to
Custodial
Account.....................................................66
Section 3.08. Subservicing Accounts; Servicing
Accounts.............................68
Section 3.09. Access to Certain Documentation and Information
Regarding the
Mortgage
Loans........................................................69
Section 3.10. Permitted Withdrawals from the Custodial
Account......................69
Section 3.11. Maintenance of Primary Insurance
Coverage.............................71
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity
Coverage..............................................................72
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments.......................................73
Section 3.14. Realization Upon Defaulted Mortgage
Loans.............................74
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files.......................77
Section 3.16. Servicing and Other Compensation; Compensating
Interest...............78
Section 3.17. Reports to the Trustee and the
Depositor..............................79
Section 3.18. Annual Statement as to
Compliance.....................................79
Section 3.19. Annual Independent Public Accountants' Servicing
Report...............79
Section 3.20. Right of the Depositor in Respect of the Master
Servicer..............80
Section 3.21.
[Reserved]............................................................80
Section 3.22. Advance
Facility......................................................80
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...................................................83
Section 4.01. Certificate
Account...................................................83
Section 4.02.
Distributions.........................................................84
Section 4.03. Statements to Certificateholders; Statements to
Rating
Agencies; Exchange Act
Reporting......................................87
Section 4.04. Distribution of Reports to the Trustee and the
Depositor;
Advances by the Master
Servicer.......................................90
Section 4.05. Allocation of Realized
Losses.........................................91
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.........93
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans.........................93
Section 4.08. Limited Mortgage Loan Repurchase
Right................................94
Section 4.09. Derivative
Contracts..................................................94
Section 4.10. Swap
Agreement........................................................95
ARTICLE V THE
CERTIFICATES..................................................................96
Section 5.01. The
Certificates......................................................96
Section 5.02. Registration of Transfer and Exchange of
Certificates.................98
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates....................103
Section 5.04. Persons Deemed
Owners................................................103
Section 5.05. Appointment of Paying
Agent..........................................103
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...........................................104
Section 6.01. Respective Liabilities of the Depositor and the
Master Servicer......104
Section 6.02. Merger or Consolidation of the Depositor or the
Master
Servicer; Assignment of Rights and Delegation of Duties by
Master
Servicer......................................................104
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer
and
Others...........................................................105
Section 6.04. Depositor and Master Servicer Not to
Resign..........................105
ARTICLE VII
DEFAULT........................................................................105
Section 7.01. Events of
Default....................................................105
Section 7.02. Trustee or Depositor to Act; Appointment of
Successor................107
Section 7.03. Notification to
Certificateholders...................................108
Section 7.04. Waiver of Events of
Default..........................................108
ARTICLE VIII CONCERNING THE
TRUSTEE........................................................109
Section 8.01. Duties of
Trustee....................................................109
Section 8.02. Certain Matters Affecting the
Trustee................................110
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans................111
Section 8.04. Trustee May Own
Certificates.........................................112
Section 8.05. Master Servicer to Pay Trustee's Fees and
Expenses;
Indemnification......................................................112
Section 8.06. Eligibility Requirements for
Trustee.................................112
Section 8.07. Resignation and Removal of the
Trustee...............................113
Section 8.08. Successor
Trustee....................................................114
Section 8.09. Merger or Consolidation of
Trustee...................................114
Section 8.10. Appointment of Co-Trustee or Separate
Trustee........................114
Section 8.11. Appointment of
Custodians............................................115
Section 8.12. Appointment of Office or
Agency......................................115
Section 8.13. DTC Letter of
Representations........................................116
Section 8.14. Swap
Agreement.......................................................116
ARTICLE IX
TERMINATION.....................................................................116
Section 9.01. Termination Upon Purchase or Liquidation of All
Mortgage Loans.......116
Section 9.02. Additional Termination
Requirements..................................119
ARTICLE X REMIC
PROVISIONS.................................................................120
Section 10.01.REMIC
Administration.................................................120
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification......................................................123
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................................124
Section
11.01.Amendment............................................................124
Section 11.02.Recordation of Agreement;
Counterparts...............................126
Section 11.03.Limitation on Rights of
Certificateholders...........................126
Section 11.04.Governing
Law........................................................127
Section
11.05.Notices..............................................................127
Section 11.06.Notices to Rating
Agencies...........................................128
Section 11.07.Severability of
Provisions...........................................128
Section 11.08.Supplemental Provisions for
Resecuritization.........................128
Section 11.09.Third-Party
Beneficiary..............................................129
Exhibit A Form of
Class A
Certificate.................................................A-1
Exhibit B-1 Form of Class M
Certificate...............................................B-1-1
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-1 Schedule of Swap
Agreement Notional Balances..............................O-1-1
Exhibit O-2 Swap
Agreement............................................................O-2-1
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
</TABLE>
<PAGE>
This Pooling and
Servicing Agreement,
effective as of August
1, 2005,
among RESIDENTIAL ASSET SECURITIES
CORPORATION, as the
depositor (together with
its permitted successors and assigns,
the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"),
and U.S. BANK NATIONAL
ASSOCIATION, a
banking
association organized under the laws of the
United States, as trustee (together
with its permitted successors and assigns,
the "Trustee").
PRELIMINARY STATEMENT:
The Depositor
intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
eighteen 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 Swap Account and the Swap
Agreement)
subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class
R-I Certificates
will represent the
sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under
federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest possible maturity date" (determined 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.
<TABLE>
<CAPTION>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I LATEST
POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S>
<C>
<C>
<C> <C>
I-1-A
Variable(1)
$
5,812,024.57
September 25, 2035
I-1-B
Variable(1)
$
5,812,024.57
September 25, 2035
I-2-A
Variable(1)
$
7,847,353.64
September 25, 2035
I-2-B
Variable(1)
$
7,847,353.64
September 25, 2035
I-3-A
Variable(1)
$
9,891,938.44
September 25, 2035
I-3-B
Variable(1)
$
9,891,938.44
September 25, 2035
I-4-A
Variable(1)
$ 11,927,212.31
September 25, 2035
I-4-B
Variable(1)
$ 11,927,212.31
September 25, 2035
I-5-A
Variable(1)
$ 13,933,661.44
September 25, 2035
I-5-B
Variable(1)
$ 13,933,661.44
September 25, 2035
I-6-A
Variable(1)
$ 15,890,725.48
September 25, 2035
I-6-B
Variable(1)
$ 15,890,725.48
September 25, 2035
I-7-A
Variable(1)
$ 17,777,523.97
September 25, 2035
I-7-B
Variable(1)
$ 17,777,523.97
September 25, 2035
I-8-A
Variable(1)
$ 19,561,376.72
September 25, 2035
I-8-B
Variable(1)
$ 19,561,376.72
September 25, 2035
I-9-A
Variable(1)
$ 20,834,663.26
September 25, 2035
I-9-B
Variable(1)
$ 20,834,663.26
September 25, 2035
I-10-A
Variable(1)
$ 22,001,242.47
September 25, 2035
I-10-B
Variable(1)
$ 22,001,242.47
September 25, 2035
I-11-A
Variable(1)
$ 21,186,387.53
September 25, 2035
I-11-B
Variable(1)
$ 21,186,387.53
September 25, 2035
I-12-A
Variable(1)
$ 20,187,727.18
September 25, 2035
I-12-B
Variable(1)
$ 20,187,727.18
September 25, 2035
I-13-A
Variable(1)
$ 19,236,563.11
September 25, 2035
I-13-B
Variable(1)
$ 19,236,563.11
September 25, 2035
I-14-A
Variable(1)
$ 18,330,620.82
September 25, 2035
I-14-B
Variable(1)
$ 18,330,620.82
September 25, 2035
I-15-A
Variable(1)
$ 17,467,735.31
September 25, 2035
I-15-B
Variable(1)
$ 17,467,735.31
September 25, 2035
I-16-A
Variable(1)
$ 16,645,845.78
September 25, 2035
I-16-B
Variable(1)
$ 16,645,845.78
September 25, 2035
I-17-A
Variable(1)
$ 15,862,990.55
September 25, 2035
I-17-B
Variable(1)
$ 15,862,990.55
September 25, 2035
I-18-A
Variable(1)
$ 15,117,302.33
September 25, 2035
I-18-B
Variable(1)
$ 15,117,302.33
September 25, 2035
I-19-A
Variable(1)
$ 14,407,003.65
September 25, 2035
I-19-B
Variable(1)
$ 14,407,003.65
September 25, 2035
I-20-A
Variable(1)
$ 13,730,402.46
September 25, 2035
I-20-B
Variable(1)
$ 13,730,402.46
September 25, 2035
I-21-A
Variable(1)
$ 25,005,589.72
September 25, 2035
I-21-B
Variable(1)
$ 25,005,589.72
September 25, 2035
I-22-A
Variable(1)
$ 23,878,858.43
September 25, 2035
I-22-B
Variable(1)
$ 23,878,858.43
September 25, 2035
I-23-A
Variable(1)
$164,069,488.65
September 25, 2035
I-23-B
Variable(1)
$164,069,488.65
September 25, 2035
I-24-A
Variable(1)
$
3,555,068.06
September 25, 2035
I-24-B
Variable(1)
$
3,555,068.06
September 25, 2035
I-25-A
Variable(1)
$
3,310,114.38
September 25, 2035
I-25-B
Variable(1)
$
3,310,114.38
September 25, 2035
I-26-A
Variable(1)
$
3,069,197.27
September 25, 2035
I-26-B
Variable(1)
$
3,069,197.27
September 25, 2035
I-27-A
Variable(1)
$
2,357,530.71
September 25, 2035
I-27-B
Variable(1)
$
2,357,530.71
September 25, 2035
I-28-A
Variable(1)
$
2,282,094.72
September 25, 2035
I-28-B
Variable(1)
$
2,282,094.72
September 25, 2035
I-29-A
Variable(1)
$
2,186,176.83
September 25, 2035
I-29-B
Variable(1)
$
2,186,176.83
September 25, 2035
I-30-A
Variable(1)
$
2,094,558.93
September 25, 2035
I-30-B
Variable(1)
$
2,094,558.93
September 25, 2035
I-31-A
Variable(1)
$
2,007,034.33
September 25, 2035
I-31-B
Variable(1)
$
2,007,034.33
September 25, 2035
I-32-A
Variable(1)
$ 2,760,970.50
September 25, 2035
I-32-B
Variable(1)
$
2,760,970.50
September 25, 2035
I-33-A
Variable(1)
$
936,758.50
September 25, 2035
I-33-B
Variable(1)
$
936,758.50
September 25, 2035
I-34-A
Variable(1)
$
908,870.00
September 25, 2035
I-34-B
Variable(1)
$
908,870.00
September 25, 2035
I-35-A
Variable(1)
$
881,639.50
September 25, 2035
I-35-B
Variable(1)
$
881,639.50
September 25, 2035
I-36-A
Variable(1)
$
855,063.00
September 25, 2035
I-36-B
Variable(1)
$
855,063.00
September 25, 2035
I-37-A
Variable(1)
$
829,137.00
September 25, 2035
I-37-B
Variable(1)
$
829,137.00
September 25, 2035
I-38-A
Variable(1)
$
803,855.50
September 25, 2035
I-38-B
Variable(1)
$
803,855.50
September 25, 2035
I-39-A
Variable(1)
$
779,213.00
September 25, 2035
I-39-B
Variable(1)
$
779,213.00
September 25, 2035
I-40-A
Variable(1)
$
755,202.00
September 25, 2035
I-40-B
Variable(1)
$
755,202.00
September 25, 2035
I-41-A
Variable(1)
$
731,815.00
September 25, 2035
I-41-B
Variable(1)
$
731,815.00
September 25, 2035
I-42-A
Variable(1)
$ 21,191,463.00
September 25, 2035
I-42-B
Variable(1)
$ 21,191,463.00
September 25, 2035
A-I
Variable(1)
$ 34,201,502.00
September 25, 2035
</TABLE>
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
<PAGE>
REMIC II
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the
REMIC I Regular Interests subject to
this Agreement 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 (as defined herein) under federal income tax
law. The
following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated
Principal Balance for each of the "regular
interests" in REMIC II (the "REMIC II
Regular Interests"). The "latest possible maturity
date" (determined solely for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each
REMIC II Regular Interest shall be the Maturity Date. None of the REMIC II
Regular Interests will be certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED INITIAL UNCERTIFICATED
REMIC II
REMIC II
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S> <C>
<C>
<C>
<C> <C>
LT1
Variable(1)
$1,199,805,970.00
September 25, 2035
LT2
Variable(1)
$
44,468.31
September 25, 2035
LT3
Variable(1)
$
75,531.84
September 25, 2035
LT4
Variable(1)
$
75,531.84
September 25, 2035
LT-IO
Variable(1)
(2)
September 25, 2035
</TABLE>
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through
Rate.
(2) REMIC II Regular Interest LT-IO
will not have an
Uncertificated
Principal
Balance but will
accrue interest on its uncertificated notional amount
calculated in
accordance with the
definition of
"Uncertificated
Notional
Amount"
herein.
<PAGE>
REMIC III
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes,
and such segregated pool of assets will
be designated as REMIC III. The Class R-III
Certificates will represent the sole
Class of "residual interests" in REMIC III for
purposes of the REMIC Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, Pass-Through Rate, aggregate
Initial Certificate Principal Balance,
certain features, month of Final Scheduled
Distribution Date and initial ratings
for each Class of Certificates comprising the interests
representing
"regular
interests" in REMIC III. The "latest
possible maturity date" (determined solely
for purposes of satisfying Treasury
Regulation Section
1.860G-1(a)(4)(iii)) for
each Class of REMIC III Regular
Certificates shall be the Maturity Date.
<TABLE>
<CAPTION>
Month of
Final
Aggregate Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation Type
Rate
Principal Balance
Features
Date
S&P Moody's
<S> <C>
<C>
<C>
<C>
<C>
ClassA-1 Regular(1)
Adjustable(2)(3)$480,200,000.00
Senior/Adjustable August
2026
AAA
Aaa
Rate
ClassA-2 Regular(1)
Adjustable(2)(3)$174,900,000.00
Senior/Adjustable September 2035
AAA
Aaa
Rate
ClassA-3 Regular(1)
Adjustable(2)(3)$195,700,000.00
Senior/Adjustable September 2035
AAA
Aaa
Rate
ClassA-4 Regular
Adjustable(2)
$93,600,000.00 Senior/Adjustable
September
2035 AAA
Aaa
Rate
ClassM-1 Regular(1)
Adjustable(2)(3)$43,200,000.00 Mezzanine/Adjustable September 2035 AA+
Aa1
Rate
ClassM-2 Regular(1)
Adjustable(2)(3)$39,600,000.00 Mezzanine/Adjustable September 2035 AA
Aa2
Rate
ClassM-3 Regular(1)
Adjustable(2)(3)$23,400,000.00 Mezzanine/Adjustable September 2035 AA
Aa3
Rate
ClassM-4 Regular(1)
Adjustable(2)(3)$21,000,000.00 Mezzanine/Adjustable September 2035 AA-
A1
Rate
ClassM-5 Regular(1)
Adjustable(2)(3)$19,800,000.00 Mezzanine/Adjustable September 2035 A+
A2
Rate
ClassM-6 Regular(1)
Adjustable(2)(3)$18,600,000.00 Mezzanine/Adjustable September 2035 A
A3
Rate
ClassM-7 Regular(1)
Adjustable(2)(3)$16,800,000.00 Mezzanine/Adjustable September 2035 A- Baa1
Rate
ClassM-8 Regular(1) Adjustable(2)(3)$15,000,000.00
Mezzanine/Adjustable
September 2035
BBB+
Baa2
Rate
ClassM-9 Regular(1)
Adjustable(2)(3)$12,000,000.00 Mezzanine/Adjustable September 2035 BBB Baa3
Rate
ClassM-10 Regular(1)
Adjustable(2)(3)$12,000,000.00 Mezzanine/Adjustable September 2035 BBB- Ba1
Rate
ClassSB Regular
(4)
Subordinate
September 2035 N/R
N/R
(4)
$34,201,501.99
IO
Regular
(6)
(7)
Interest Only September
2035 N/R
N/R
(5)
</TABLE>
-------------------
(1) This Class of Certificates represents ownership of a REMIC III Regular
Interest together with (i) certain rights to payments to be made from
amounts received under the Swap Agreement which will be deemed made for
federal income tax
purposes outside of
REMIC III by the holder of the Class
SB Certificates as the owner of the Swap Agreement
and (ii) the obligation
to pay the Class IO
Distribution
Amount. Any amount distributed on this
Class of Certificates on any Distribution Date in excess of the amount
distributable on the
related REMIC III Regular Interest on such Distribution
Date shall be treated
for federal
income tax
purposes as having
been paid
from the Swap Account
and any amount distributable on such REMIC III Regular
Interest on such
Distribution Date in excess of the amount distributable on
such Class of
Certificates
on such Distribution Date shall be treated as
having been paid to the Swap Account, all pursuant to and as further
provided in Section
4.10 hereof.
(2) The REMIC III Regular Interests ownership of which is represented by the
Class A Certificates
and the Class M Certificates, will accrue interest at a
per annum rate equal
to LIBOR plus the applicable Margin, each subject to a
payment cap as
described in the
definition of
"Pass-Through Rate"
and the
provisions for the
payment of Basis Risk Shortfalls herein, which payments
will not be part of
the entitlement
of the REMIC III Regular Interests
related to such
Certificates.
(3) The Class A Certificates and Class M Certificates will also entitle their
holders to
certain payments from the Holder of the Class SB
Certificates
from amounts to which
the related REMIC III Regular Interest is entitled and
from amounts received
under the Swap Agreement, which will not be a part of
their ownership of the
REMIC III Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the
definition of Accrued
Certificate Interest.
The Class SB
Certificates will
not accrue interest on
their Certificate
Principal Balance. The Class SB
Certificates
will be comprised of two REMIC III regular interests, a
principal only regular interest designated SB-PO and an interest only
regular interest
designated SB-IO,
which will be entitled
to distributions
as set forth herein.
The rights of the
Holder of the Class SB
Certificates
to payments from the Swap Agreement shall be outside and apart from its
rights under the REMIC
III Regular Interests SB-IO and SB-PO.
(5) REMIC III Regular Interest IO will be held as an
asset of the Swap
Account
established by the
Trustee.
(6) For federal income tax purposes, REMIC
III Regular Interest IO will not have
a Pass-Through Rate,
but will be entitled to 100% of the amounts distributed
on REMIC II Regular
Interest LT-IO.
(7) For federal income tax purposes, REMIC
III Regular Interest IO will not have
an Uncertificated
Principal Balance,
but will have a
notional amount equal
to the Uncertificated
Notional Amount of REMIC II Regular Interest LT-IO.
<PAGE>
In consideration
of the mutual agreements herein contained, the
Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I......
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and
each Class of Class A Certificates
and Class M
Certificates, interest
accrued
during the related Interest Accrual Period
on the Certificate
Principal Balance
thereof immediately prior to such
Distribution Date at the related Pass-Through
Rate for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of
Certificates
shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the
Mortgage Loans during the prior calendar month (to the extent not covered
by
Eligible Master Servicing Compensation pursuant to Section
3.16) and Relief Act
Shortfalls on Mortgage Loans during the related Due Period, in each case
allocated to each Class of Certificates pro rata, on the basis of Accrued
Certificate Interest payable on such
Distribution Date
absent such reductions;
and (b) the interest portion of Realized Losses
allocated to such Class through
Subordination as described in Section
4.05.
Accrued Certificate
Interest for any Distribution Date shall further be
reduced by the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day
year
and the actual number of days in the
related Interest Accrual Period.
With respect to each
Distribution Date and
the Class SB
Certificates,
interest accrued during the preceding Interest Accrual Period at the
Pass-Through Rate on the Uncertificated Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such
Distribution Date,
reduced by any interest shortfalls with
respect to the Mortgage Loans, including
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to Section
4.02(c)(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.
Affected Party: As
defined in the Swap Agreement.
--------------
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities, by contract or otherwise; and the
terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This
Pooling and
Servicing Agreement and all amendments
hereof
and supplements hereto.
Amount Held for Future
Distribution: With
respect to any
Distribution
Date, the total of the amounts
held in the
Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries,
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, (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)
and
(z) any Net Swap Payments required to be made to the Swap
Counterparty and Swap
Termination Payments not due to a Swap Counterparty Trigger Event for such
Distribution Date.
Balloon Loan:
Each of the Mortgage
Loans having an original term to
maturity that is shorter than the related
amortization term.
Balloon Payment:
With respect to any
Balloon Loan, the related Monthly
Payment payable on the stated maturity date
of such Balloon Loan.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Basis Risk Shortfall:
Any Class A Basis Risk Shortfall or Class M Basis
Risk Shortfall.
Basis Risk
Shortfall Carry-Forward Amount: Any Class A Basis Risk
Shortfall Carry-Forward Amount or Class M Basis Risk
Shortfall Carry-Forward
Amount.
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.
Calendar Quarter:
A Calendar Quarter shall consist of one of the
following time periods in any given year:
January 1 through
March 31, April 1
through June 30, July 1 through September
30, and October 1 through December 31.
Capitalization
Reimbursement Amount:
With respect to any
Distribution
Date, the amount of Advances or Servicing
Advances that were added to the Stated
Principal Balance of the Mortgage Loans during the prior
calendar month and
reimbursed to the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section
3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other
than
a Mortgage Loan as to which an REO
Acquisition occurred,
a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be
finally recoverable
with respect to
such Mortgage Loan.
Certificate: Any Class
A Certificate,
Class M Certificate, Class SB
Certificate or Class R Certificate.
Certificate Account:
The account or accounts created and maintained
pursuant to Section 4.01, which shall be entitled "U.S. Bank National
Association, as trustee, in trust for the registered holders of Residential
Asset Securities Corporation, Home Equity Mortgage Asset-Backed Pass-Through
Certificates, Series 2005-KS8" and which account shall
be held for the benefit
of the Certificateholders and which must be
an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution
Date,
the Business Day prior thereto.
Certificateholder or
Holder: The Person in
whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely
for the purpose of giving any consent
or direction pursuant to this Agreement,
any Certificate,
other than a Class
R
Certificate, registered in the name of the
Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and
the Percentage Interest or Voting Rights
evidenced thereby shall not be taken
into account in determining whether the
requisite amount of Percentage Interests
or Voting Rights necessary to effect any such
consent or
direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate
Owners as they may
indirectly
exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or
"Certificateholder"
only the Person in
whose name a Certificate is registered in the Certificate Register. Unless
otherwise indicated in this Agreement, the
Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions
taken by the Trustee
on
behalf of the Certificateholders.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person
who is the beneficial owner of such
Certificate, as reflected on the books of an
indirect participating brokerage firm for
which a Depository Participant acts as
agent, if any, and otherwise on the books
of a Depository
Participant, if
any,
and otherwise on the books of the
Depository.
Certificate Principal
Balance: With respect
to any Class A Certificate
or Class M Certificate, on any date of
determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Certificate as
specified on the
face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(c) and (y) the aggregate of
all reductions in Certificate Principal
Balance deemed to have occurred in
connection with
Realized Losses which
were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided,
that with respect to
any Distribution Date,
the Certificate Principal Balances of (i) the Class A
Certificates or Class M
Certificates will be increased, sequentially as follows:
first to the Class
A
Certificates, pro rata, and then to the Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates and
Class M-10 Certificates, in that order.
With respect to any Class SB Certificate, on any date of determination, an
amount equal to the Percentage Interest
evidenced by such Certificate multiplied
by an amount equal to (i) the excess,
if any, of (A) the
then aggregate
Stated
Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate
Principal Balance of the Class A
Certificates and the Class M Certificates then
outstanding, which represents the sum of (i)
the Initial Principal
Balance of
the REMIC II Regular Interest SB-PO, as reduced by Realized
Losses allocated
thereto and payments deemed made thereon, and (ii) accrued and unpaid
interest
on the REMIC II Regular Interest SB-IO, as reduced by
Realized Losses allocated
thereto. The Class R Certificates will not
have a Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates or uncertificated
interests
bearing the same designation.
Class A Basis Risk
Shortfall:
With respect to each Class of Class A
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to
LIBOR plus the related Class A
Margin, as calculated for such Distribution
Date, over (y) Accrued
Certificate
Interest on such Class of Class A Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class A Basis Risk Shortfall Carry-Forward Amount: With respect
to each
Class of Class A Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Class A Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class A
Basis Risk Shortfall Carry-Forward Amount
for such Class remaining unpaid from the
preceding Distribution
Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
Excess Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate
equal to the related Pass-Through Rate.
Class A Certificates:
Collectively, the
Class A-1 Certificates, Class
A-2 Certificates, Class A-3 Certificates
and Class A-4 Certificates.
Class A Margin: The
Class A-1 Margin, Class A-2 Margin, Class A-3
Margin, or Class A-4 Margin, as
applicable.
Class A Principal
Distribution Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or
after the Stepdown
Date if a Trigger Event is not in effect
for that Distribution
Date, the lesser
of:
(i)....the Principal Distribution Amount for that Distribution
Date; and
(ii)...the excess,
if any, of (A) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to that
Distribution Date over (B) the lesser of (x)
the product of (1) the
applicable
Subordination Percentage and (2) the aggregate
Stated Principal
Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any,
of the aggregate Stated Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on
that Distribution Date, over the
Overcollateralization Floor.
Class A-1 Certificate: Any one of the Class A-1 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to the Class M Certificates, SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount..
Class A-1 Margin:
0.110% per annum.
Class A-2 Certificate: Any one of the Class A-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to the Class M Certificates, SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount..
Class A-2 Margin:
Initially, 0.170% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.340% per annum.
Class A-3 Certificate: Any one of the Class A-3 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to the Class M Certificates, SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount..
Class A-3 Margin:
Initially, 0.260% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.520% per annum.
Class A-4 Certificate: Any one of the Class A-4 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to
the Class M
Certificates, Class
SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount..
Class A-4 Margin:
Initially, 0.370% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.740% per annum.
Class M Basis Risk
Shortfall:
With respect to each Class of Class M
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to
LIBOR plus the related Class M
Margin, as calculated for such Distribution
Date, over (y) Accrued
Certificate
Interest on such Class of Class M Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class M Basis Risk Shortfall Carry-Forward Amount: With respect
to each
Class of Class M Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Class M Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class M
Basis Risk Shortfall Carry-Forward Amount
for such Classes remaining unpaid from the
preceding Distribution Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
Excess Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate
equal to the related Pass-Through Rate.
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 Certficates, Class M-8
Certificates, Class M-9 Certificates and
Class M-10 Certificates.
Class M Margin: The
Class M-1 Margin, Class M-2 Margin, Class M-3
Margin, Class M-4 Margin, Class M-5
Margin, Class M-6 Margin, Class M-7 Margin,
Class M-8 Margin, Class M-9 Margin or Class
M-10 Margin, as applicable.
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, senior
to the Class M-2 Certificates, Class
M-3 Certificates, Class M-4 Certificates,
Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
Certificates, Class M-10 Certificates, Class SB Certificates and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and (iii)
the obligation to
pay the Class IO Distribution Amount..
Class M-1 Margin:
Initially, 0.410% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.615% per annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount or (b) on or after the
Stepdown Date
if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i)....the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount; and
(ii)...the excess,
if any, of (A) the sum
of (1) the
aggregate
Certificate Principal Balance of the Class A
Certificates
(after taking into
account the payment of the Class A Principal Distribution Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-1
Certificates immediately prior to that
Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions to be made on that
Distribution
Date and (y) the
excess, if any,
of the aggregate Stated Principal Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1, senior
to the Class M-3 Certificates, Class
M-4 Certificates, Class M-5 Certificates,
Class M-6 Certificates, Class M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10
Certificates, Class SB Certificates and Class R Certificates
with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions, (ii) the right to receive
payments
under the Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount..
Class M-2 Margin:
Initially, 0.450% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.675% per annum.
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, senior
to the Class M-4 Certificates, Class
M-5 Certificates, Class M-6 Certificates,
Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount.
Class M-3 Margin:
Initially, 0.480% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.720% per annum.
Class
M-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount and the Class M-2 Principal Distribution Amount or (b) on or after the
Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date,
the lesser of:
(i)....the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution Amount
and the Class M-2 Principal
Distribution Amount; and
(ii)...the excess,
if any, of (A) the sum
of (1) the
aggregate
Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates and Class M-2 Certificates (after taking into account the
payment
of the Class A Principal Distribution Amount, the Class M-1 Principal
Distribution Amount and the Class M-2
Principal Distribution Amount for that
Distribution Date) and (2) the Certificate
Principal Balance of the Class M-3
Certificates immediately prior to that
Distribution Date over (B) the lesser of
(x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions to be made on that
Distribution
Date and (y) the
excess, if any,
of the aggregate Stated Principal Balance of the Mortgage
Loans after giving
effect to distributions to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1, senior
to the Class M-5 Certificates, Class
M-6 Certificates, Class M-7 Certificates,
Class M-8 Certificates, Class M-9
Certificates, Class M-10 Certificates, Class SB Certificates and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and (iii)
the obligation to
pay the Class IO Distribution Amount.
Class M-4 Margin:
Initially, 0.590% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.885% per annum.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution Amount
and the Class M-3 Principal
Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date,
the lesser of:
(i)....the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount and the Class M-3
Principal Distribution Amount; and
(ii)...the excess,
if any, of (A) the sum
of (1) the
aggregate
Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates
and Class M-3
Certificates (after
taking
into account the payment of the Class A
Principal Distribution Amount, the Class
M-1 Principal Distribution Amount, the Class M-2
Principal Distribution
Amount
and the Class M-3 Principal Distribution Amount for that
Distribution Date) and
(2) the Certificate Principal Balance of
the Class M-4 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x)
the product of (1)
the applicable Subordination Percentage and (2) the aggregate
Stated Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on
that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
after giving effect to distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1, senior
to the Class M-6 Certificates, Class
M-7 Certificates, Class M-8 Certificates,
Class M-9
Certificates, Class
M-10
Certificates, Class SB Certificates and Class R Certificates
with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions, (ii) the right to receive
payments
under the Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-5 Margin:
Initially, 0.640% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.960% per annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4
Principal Distribution Amount or (b) on or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i)....the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3 Principal
Distribution Amount
and the Class
M-4 Principal Distribution Amount; and
(ii)...the excess,
if any, of (A) the sum
of (1) the
aggregate
Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4
Certificates (after taking into account the payment of the Class A
Principal
Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2
Principal Distribution Amount, the Class M-3
Principal Distribution
Amount and
the Class M-4 Principal Distribution Amount for that
Distribution Date) and (2)
the Certificate Principal Balance of the Class M-5
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x)
the product of (1)
the applicable Subordination Percentage and (2) the aggregate
Stated Principal
Balance of the Mortgage Loans after giving
effect to distributions to be made on
that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans
after giving effect to distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1, senior
to the Class M-7 Certificates, Class
M-8 Certificates, Class M-9 Certificates, Class M-10 Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount.
Class M-6 Margin:
Initially, 0.690% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.035% per annum.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal
Distribution Amount
and the Class
M-5 Principal Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is not in effect for that
Distribution Date, the lesser of:
(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, senior
to the Class M-8 Certificates, Class
M-9 Certificates, Class M-10 Certificates, Class SB Certificates and Class
R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and (iii)
the obligation to
pay the Class IO Distribution Amount.
Class M-7 Margin:
Initially, 1.100% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.650% per annum.
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4
Principal Distribution
Amount, the Class M-5
Principal Distribution Amount and the Class
M-6 Principal Distribution Amount or
(b) on or after the Stepdown Date if a Trigger Event is not in effect for
that
Distribution Date, the lesser of:
(iii)..the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal Distribution
Amount, the Class M-4
Principal Distribution Amount, the Class M-5
Principal Distribution
Amount and
the Class M-6 Principal Distribution
Amount; and
(iv)...the excess,
if any, of (A) the sum
of (1) the
aggregate
Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, 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, senior
to the Class M-9 Certificates, Class
M-10 Certificates, Class SB Certificates and Class R
Certificates with respect
to distributions and the allocation of Realized
Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions, (ii) the right to receive
payments
under the Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-8 Margin:
Initially, 1.270% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.905% per annum.
Class M-8 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4
Principal Distribution
Amount, the Class M-5
Principal Distribution Amount, 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:
(v)....the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal Distribution
Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal
Distribution
Amount,
Class M-6 Principal Distribution Amount and
the Class M-7 Principal Distribution
Amount; and
(vi)...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, 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, senior
to the Class M-10 Certificates, Class
SB Certificates and Class R Certificates
with respect to
distributions and
the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount.
Class M-9 Margin:
Initially, 1.750% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 2.625% per annum.
Class M-9 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4
Principal Distribution
Amount, the Class M-5
Principal Distribution Amount, 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:
(vii)..the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal Distribution
Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal
Distribution
Amount,
Class M-6 Principal Distribution Amount,
Class M-7 Principal Distribution Amount
and the Class M-8 Principal Distribution
Amount; and
(viii).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, Class M-6 Principal Distribution
Amount, 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,
senior to the Class SB Certificates and
Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the right to receive
payments under the Swap Agreement and
(iii) the obligation to pay the Class IO
Distribution Amount.
Class M-10 Margin: Initially, 2.750% per annum, and on any
Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 4.125% per annum.
Class M-10
Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount, the Class M-4
Principal Distribution
Amount, the Class M-5
Principal Distribution Amount, 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:
(ix)...the remaining
Principal Distribution Amount for that
Distribution Date after distribution of the Class A Principal Distribution
Amount, the Class M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal Distribution
Amount, the Class M-4
Principal Distribution Amount, the Class M-5 Principal
Distribution
Amount,
Class M-6 Principal Distribution Amount, Class M-7 Principal Distribution
Amount, the Class M-8 Principal
Distribution Amount
and the Class M-9 Principal
Distribution Amount; and
(x)....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, Class M-6
Principal Distribution Amount, 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 R Certificate:
Collectively, the Class R-I Certificates, the Class
R-II Certificates and the Class R-III
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 R-III
Certificate:
Any one of the Class R-III 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 III for purposes of the REMIC
Provisions.
Class SB Certificate:
Any one of the Class SB Certificates executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit C,
subordinate
to the Class A
Certificates and
the Class M Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC III together
with certain
rights to
payments under the Swap Agreements for
purposes of the REMIC Provisions.
Closing Date: August
30, 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, Minnesota
55107, Attn: RASC 2005-KS8.
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: August
1, 2005.
Cut-off Date Balance:
$1,200,001,501.99.
Cut-off Date Principal
Balance: With respect
to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off
Date after giving effect to all
installments of principal due on or prior thereto (or due in the month of
the
Cut-off Date), whether or not received.
Debt Service
Reduction: With
respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code,
except such a reduction
constituting a Deficient Valuation or any reduction that
results in a permanent
forgiveness of principal.
Defaulting Party: As defined in the Swap Agreement.
----------------
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a
court of competent jurisdiction of the
Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any
reduction in
the amount of principal to be paid in
connection
with any scheduled Monthly
Payment that constitutes a permanent
forgiveness of
principal, which
valuation
or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
with a
Qualified Substitute Mortgage Loan.
Delinquent: As used
herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent
when a payment due on any scheduled due
date remains unpaid as of the close of business
on the next following
monthly
scheduled due date; "60 to 89 days" or "60 or more
days" delinquent when a
payment due on any scheduled due date
remains unpaid as of the close of business
on the second following monthly scheduled
due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1
that remained unpaid
as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the
last business day immediately prior
to the Cut-off Date.
Depositor: As defined
in the preamble hereto.
---------
Depository: The
Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Exchange Act.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of
securities deposited with the Depository.
Derivative Contract:
Any ISDA Master Agreement, together with the
related Schedule and Confirmation,
entered into by the
Trustee and a Derivative
Counterparty in accordance with Section
4.09.
Derivative
Counterparty: Any
counterparty to a Derivative Contract as
provided in Section 4.09
Destroyed Mortgage
Note: A Mortgage Note the original of which was
permanently lost
or destroyed and has not been replaced.
Determination Date:
With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of
the related Distribution Date.
Disqualified
Organization: Any
organization defined as a "disqualified
organization" under Section 860E(e)(5) of
the Code, including,
if not otherwise
included, any of the following: (i) the United States,
any State or
political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing
(other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign
government, any
international
organization,
or any agency or instrumentality of any of
the foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section
521 of the Code)
which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of
the Code and any
other Person so designated by the Trustee based
upon an Opinion of Counsel that
the holding of an Ownership Interest in a
Class R Certificate by such Person may
cause any REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur
a liability for any
federal tax
imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the
Code or successor provisions.
Distribution Date: The 25th day of any month beginning in September
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 August 29, 2005,
between the Trustee, on behalf of the Trust
Fund, and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on
which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar
month of
such Distribution Date.
Eligible Account:
An account that is any of the following: (i)
maintained with a depository institution
the debt obligations of which have been
rated by each Rating Agency in its highest
rating available, or
(ii) an account
or accounts in a depository institution in
which such accounts are fully insured
to the limits established by the FDIC,
provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency,
as evidenced in writing,
be maintained such that (as evidenced by an
Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the
registered Holders of
Certificates
have a
claim with respect to the funds in such
account or a perfected
first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository
institution with which such account is
maintained, or (iii) in the case of the
Custodial Account,
a trust account or
accounts maintained in the corporate trust department of U.S. Bank
National
Association, or (iv) in the case of the
Certificate Account, a trust account or
accounts maintained in the corporate trust division of U.S. Bank National
Association, or (v) an account or accounts of a depository institution
acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency
that use of any such account as the
Custodial Account or the Certificate Account
will not reduce the rating assigned to any Class of
Certificates by such Rating
Agency below the then-current rating assigned to such Certificates by such
Rating Agency).
Eligible Master Servicing Compensation: With respect to any
Distribution
Date, the lesser of (a) one-twelfth of
0.125% of the Stated Principal Balance of
the related Mortgage Loans immediately
preceding such
Distribution Date and (b)
the sum of the Servicing Fee and all income and gain on amounts held in the
Custodial Account and the Certificate Account and payable to the
Certificateholders with respect to such Distribution Date; provided that for
purposes of this definition the amount of the
Servicing Fee will not be reduced
pursuant to Section 7.02(a) except as may be required pursuant to the last
sentence of such Section.
ERISA: The Employee
Retirement Income Security Act of 1974, as amended.
-----
Event of Default: As
defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount
equal
to the sum of (A) the excess of (i) the
Available Distribution
Amount for that
Distribution Date over (ii) the sum of (a)
the Interest
Distribution Amount for
that Distribution Date and (b) the lesser of (1) the aggregate Certificate
Principal Balance of Class A Certificates and the Class M Certificates
immediately prior to such Distribution Date and (2) the Principal
Remittance
Amount for that Distribution Date to the extent not applied to
pay interest on
the Class A Certificates and the Class M
Certificates on such
Distribution Date
and (B) the Overcollateralization
Reduction
Amount,
if any, for that
Distribution Date.
Excess
Overcollateralization
Amount: With respect
to any Distribution
Date, the excess, if any, of (a) the Overcollateralization Amount on such
Distribution Date over (b) the Required
Overcollateralization
Amount for such
Distribution Date.
Exchange Act: The
Securities Exchange Act of 1934, as amended.
------------
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 August 2026; with respect to the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the
Class M Certificates, the Distribution Date occurring in September
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 or Class M Certificates on or before its Final
Scheduled Distribution Date.
Fixed Swap Payment: With respect to any Distribution Date on or
prior to
the distribution date in June 2009, an amount equal to the product of (x) a
fixed rate equal to 4.3475% per annum,
(y) the Swap Agreement
Notional Balance
for that Distribution Date and (z) a
fraction, the
numerator of which is (a) 26
for the Distribution Date in September 2005
and (b) 30 for any Distribution Date
occurring after the Distribution
Date in September
2005, and the denominator of
which is 360.
Floating Swap Payment: With respect to any Distribution Date on or
prior
to the Distribution Date in June 2009, an amount equal to the product of (x)
Swap LIBOR, (y) the Swap Agreement
Notional Balance for
that Distribution
Date
and (z) a fraction, the numerator of which
is equal to the number of days in the
related calculation period as provided in
the Swap Agreement and the denominator
of which is 360.
Foreclosure
Profits: With respect to any Distribution
Date or related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid
principal balance of such
Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued
and unpaid interest at
the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day
of the month following
the month in
which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
-----------------------
Freddie Mac:
Freddie Mac, a corporate instrumentality of the United
States created and existing under Title III
of the Emergency Home Finance Act of
1970, as amended, or any successor
thereto.
Gross Margin: With
respect to each
adjustable-rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE
MARGIN," which percentage is added to the
related Index on each Adjustment Date to determine (subject to rounding in
accordance with the related Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be
borne by
such Mortgage Loan until the next
Adjustment Date.
HUD: The United States
Department of Housing and Urban Development.
---
Independent: When used
with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor,
the Master
Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect
financial interest in the Depositor,
the Master Servicer or the Trustee or in an
Affiliate thereof, and
(iii) is not
connected with the Depositor, the Master Servicer or the Trustee
as an officer,
employee, promoter, underwriter, trustee,
partner, director or person performing
similar functions.
Index: With respect to any adjustable-rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the
related Mortgage
Note.
Initial Certificate
Principal Balance: With respect to each Class of
Certificates (other than the Class R
Certificates), the
Certificate
Principal
Balance of such Class of Certificates as of
the Closing Date as set forth in the
Preliminary Statement hereto.
Insurance Proceeds:
Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other
related insurance
policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the
restoration of the related Mortgaged Property
or released to the Mortgagor in accordance
with the procedures
that the Master
Servicer would follow in servicing mortgage
loans held for its own account.
Interest Accrual
Period: With respect to the Distribution Date in
September 2005, the period commencing the Closing Date and ending on the
day
preceding the Distribution Date in September 2005, and with respect to any
Distribution Date after the Distribution Date in September 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 and the
Class
M Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately
preceding the
commencement of the related
Interest Accrual Period.
Limited Repurchase
Right Holder:
RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a
defaulted Mortgage
Loan through
trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds and
Subsequent
Recoveries.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the
denominator of which
is the Appraised Value of the related
Mortgaged Property.
Margin: The Class A-1 Margin, Class A-2 Margin, Class A-3
Margin, Class
A-4 Margin, Class M-1 Margin, Class M-2 Margin, Class M-3 Margin, Class M-4
Margin, Class M-5 Margin, Class M-6
Margin, Class M-7 Margin, Class M-8 Margin,
Class M-9 Margin or Class M-10 Margin, as
applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC III
Regular Interest SB-IO and any
Distribution
Date, in relation to
the REMIC II
Regular Interests LT1, LT2, LT3, and LT4, a per annum rate equal to
two (2)
times the weighted average of the
Uncertificated REMIC II Pass-Through Rates for
REMIC II Regular Interest LT2 and REMIC II
Regular Interest LT3.
Master Servicer: As
defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing
ownership of regular interests or
Uncertificated Regular Interest issued by each
of REMIC I, REMIC II and REMIC III the
latest possible maturity date, solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations,
by which
the Certificate Principal Balance of each such Class of Certificates
representing a regular interest in the Trust Fund would be reduced to zero,
which is, for each such regular interest, September 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. With respect to any fixed-rate Mortgage Loan and any date of
determination, the Net Mortgage Rate.
MERS: Mortgage
Electronic
Registration
Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS(R) System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number
for Mortgage Loans
registered
with MERS on the MERS(R) System.
Minimum
Mortgage Rate: With respect to any adjustable-rate Mortgage
Loan, a per annum rate equal to the
greater of (i) the Note Margin and (ii) the
rate indicated on the Mortgage Loan
Schedule as the "NOTE FLOOR," which rate may
be applicable to such Mortgage Loan at any
time during the life of such Mortgage
Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject
of a
Servicing Modification.
Modified Net Mortgage
Rate: With respect to
any Mortgage Loan that
is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on
such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Payment:
With respect to any
Mortgage Loan
(including any REO
Property) and the Due Date in any Due
Period, the payment of principal and
interest due thereon in accordance
with the amortization schedule at the time
applicable thereto (after adjustment, if
any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before
any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or
grace
period and before any Servicing
Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successors in
interest.
Mortgage: With respect
to each Mortgage Note,
the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold
interest in real
property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any
additional documents
required to be added
to the Mortgage File pursuant to this
Agreement.
Mortgage Loans: Such
of the mortgage loans
transferred and assigned to
the Trustee pursuant to Section 2.01 as from
time to time are held or deemed to
be held as a part of the Trust Fund, the
Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part
of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans
attached hereto
as Exhibit F (as amended from time to time to reflect the
addition of Qualified
Substitute Mortgage Loans), which lists shall set forth at a minimum the
following information as to each Mortgage
Loan:
(i)....the Mortgage Loan identifying number ("RFC LOAN #");
(ii)...[reserved];
(iii)..the maturity of
the Mortgage Note ("MATURITY DATE," or "MATURITY
DT");
(iv)...for the
adjustable-rate
Mortgage Loans, the Mortgage Rate as of
origination ("ORIG RATE");
(v)....the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi)...the Net Mortgage Rate as of the Cut-off Date ("CURR
NET");
(vii)..the scheduled
monthly payment of
principal, if any,
and
interest as of the Cut-off Date ("ORIGINAL
P & I" or "CURRENT P & I");
(viii).the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)...the Loan-to-Value Ratio at origination ("LTV");
(x)....a code "T,"
"BT" or "CT" under the
column "LN
FEATURE,"
indicating that the Mortgage Loan is secured
by a second or vacation residence
(the absence of any such code means the
Mortgage Loan is secured by a primary
residence);
(xi)...a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner
occupied residence (the absence of
any such code means the Mortgage Loan is secured by an owner occupied
residence);
(xii)..for the adjustable-rate Mortgage Loans, the Maximum Mortgage
Rate
("NOTE CEILING");
(xiii).for the adjustable-rate Mortgage Loans, the maximum Net
Mortgage
Rate ("NET CEILING"); (xiv)..for the adjustable-rate Mortgage Loans, the Note
Margin ("NOTE MARGIN");
(xv)...for the adjustable-rate Mortgage Loans, the first Adjustment
Date
after the Cut-off Date ("NXT INT CHG
DT");
(xvi)..for the
adjustable-rate
Mortgage
Loans, the Periodic Cap
("PERIODIC DECR" or "PERIODIC INCR");
(xvii).[reserved]; and
(xviii)for the
adjustable-rate
Mortgage Loans, the rounding of the
semi-annual or annual adjustment to the
Mortgage Rate ("NOTE METHOD").
Such 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.
MortgagedProperty: The
underlying
real property securing a Mortgage
Loan.
Mortgagor:
The obligor on a
Mortgage Note.
Net Mortgage Rate:
With respect to any
Mortgage Loan as of any date of
determination, a per annum rate equal to the
Mortgage Rate for such Mortgage
Loan as of such date minus the related
Expense Fee Rate.
Net Swap Payment:
With respect to each Distribution Date, the net
payment required to be made pursuant to the terms of the Swap
Agreement by
either the Swap Counterparty or the
Trustee, on behalf of
the Trust, which
net
payment shall not take into account any
Swap Termination Payment.
Net WAC Cap Rate: With respect to any Distribution Date and the Class A
Certificates and the Class M Certificates,
the product of a per annum rate equal
to (i) the product of (a) the weighted
average of the Net Mortgage Rates (or, if
applicable, the Modified Net Mortgage
Rates) on the Mortgage Loans using the Net
Mortgage Rates in effect for the Monthly
Payments due on such
Mortgage Loans
during the related Due Period, weighted on the basis of the
respective
Stated
Principal Balances thereof for such
Distribution Date Period, and (b) a fraction
expressed as percentage, the numerator of which is 30 and
the denominator
of
which is the actual number of days in the
related Interest
Accrual Period minus
(ii) the product of (a) a fraction
expressed as a
percentage, the
numerator of
which is the amount of any Net Swap
Payments or Swap Termination Payment not due
to a Swap Counterparty Trigger Event due to the Swap
Counterparty
as of such
Distribution Date and the denominator of
which is the aggregate Stated Principal
Balance of the Mortgage Loans, and (b) a
fraction expressed as
percentage, the
numerator of which is 360 and the
denominator
of which is the actual
number of
days in the related Interest Accrual
Period.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable
Advance: Any Advance
previously made or
proposed to be
made by the Master Servicer or Subservicer in respect
of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the
Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late
Collections,
Insurance Proceeds, Liquidation Proceeds or
REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment
or reimbursement for such advances is
available to it, such Servicing
Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered
to the Depositor, the Trustee, and the
Master Servicer setting forth such
determination, which
shall include any other
information or reports obtained by the Master Servicer such as property
operating statements, rent rolls, property inspection reports and
engineering
reports, which may support such
determinations.
Notwithstanding the above, the
Trustee shall be entitled to rely upon any
determination by the
Master Servicer
that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute
a Nonrecoverable Advance.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Note Margin: With
respect to each
adjustable-rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE
MARGIN," which percentage is added to the
Index on each Adjustment Date to determine (subject to rounding in
accordance
with the related Mortgage Note, the Periodic Cap,
the Maximum Mortgage Rate and
the Minimum Mortgage Rate) the interest
rate to be borne by such adjustable-rate
Mortgage Loan until the next Adjustment
Date.
Officers' Certificate:
A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the
Master Servicer, as the case may be,
and delivered to the Trustee, as required
by this Agreement.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the
Depositor or the
Master Servicer, provided that any opinion of counsel (i)
referred to in the
definition of "Disqualified Organization" or (ii) relating to
the qualification
of REMIC I, REMIC II or REMIC III as REMICs or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Optional Termination
Date: Any Distribution
Date on or after which the
Stated Principal Balance (after giving effect to
distributions
to be made on
such Distribution Date) of the Mortgage
Loans is less than 10.00% of the Cut-off
Date Balance.
Outstanding Mortgage
Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO
Property) that was not the subject of
a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date
pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution
Date, the
excess, if any, of (a) the aggregate
Stated Principal
Balance of the
Mortgage
Loans before giving effect to distributions of principal to be made on
such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of
the
Class A Certificates and the Class M Certificates immediately prior to such
date.
Overcollateralization Floor: An amount equal to the product of
0.50% and
the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (1)
Excess Cash Flow for
that Distribution
Date (to the extent not used to cover the
amounts described in
clauses (iv) and
(v) of the definition of Principal
Distribution
Amount as of such
Distribution
Date) and (2) amounts distributed from the Swap Account pursuant to clause
second of Section 4.10(c), and (b) the excess of (1) the Required
Overcollateralization Amount for such Distribution Date over (2) the
Overcollateralization Amount for such
Distribution Date.
Overcollateralization Reduction Amount: With respect to any
Distribution
Date on which the Excess Overcollateralization Amount is, after taking into
account all other distributions to be made on such
Distribution Date,
greater
than zero, the Overcollateralization Reduction Amount shall be equal to the
lesser of (i) the Excess
Overcollateralization Amount for that Distribution Date
and (ii) the Principal Remittance Amount on
such Distribution Date.
Ownership Interest:
With respect to any
Certificate, any
ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
Pass-Through Rate:
With respect to each
Class of Class A
Certificates
and the Class M Certificates, and any
Distribution Date, the lesser of (i) LIBOR
plus the related Margin and (ii) the
related Net WAC Cap Rate.
With respect
to the Class SB
Certificates
or the REMIC III Regular
Interest SB-IO, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is the sum
of the amounts calculated pursuant
to clauses (i) through (iii) below, and the denominator of which is the
aggregate principal balance of the REMIC II
Regular Interests. For
purposes of
calculating the Pass-Through Rate for the
Class SB Certificates or the REMIC III
Regular Interest SB-IO, the numerator is equal to the sum of the
following
components:
(i)....the Uncertificated Pass-Through Rate for REMIC II
Regular
Interest LT1 minus the 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 II
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 II
Regular
Interest LT4 minus twice the related Marker
Rate, applied to a
notional amount
equal to the Uncertificated Principal
Balance of REMIC II Regular Interest LT4.
Paying Agent: U.S.
Bank National
Association or any
successor Paying
Agent appointed by the Trustee.
Percentage Interest:
With respect to any Class A Certificate or Class M
Certificate, the undivided percentage ownership interest in the related
Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the
Certificates of
the same Class. The Percentage Interest with respect to a Class
SB Certificate
or Class R Certificate shall be stated on
the face thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments: One or more of the following:
(i) ...obligations of
or guaranteed as to principal and interest
by the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith
and credit of the United States;
(ii) ..repurchase
agreements on obligations specified in clause
(i) maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of
the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
(iii) .federal funds,
certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days
and, in the case of bankers' acceptances,
shall in no event have an original maturity
of more than 365 days or a remaining
maturity of more than 30 days) denominated in United States
dollars of any U.S.
depository institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of a foreign
depository institution or trust company;
provided that the debt
obligations of
such depository institution or trust company at
the date of acquisition thereof
have been rated by each Rating Agency in its highest short-term rating
available; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch
of a foreign depository institution
or trust company shall exceed 30 days, the
short-term rating of such institution
shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is a Rating
Agency;
(iv) ..commercial
paper
and demand notes (having original
maturities of not more than 365 days) of
any corporation
incorporated under the
laws of the United States or any state
thereof which on the date of acquisition
has been rated by each Rating Agency in its
highest short term rating available;
provided that such commercial paper and demand notes shall have a remaining
maturity of not more than 30 days;
(v) ...a money market fund or a qualified investment fund rated
by each Rating Agency in its highest
long-term rating available (which may be
managed by the Trustee or one of its
Affiliates); and
(vi) ..other
obligations or
securities that are
acceptable to
each Rating Agency as a Permitted
Investment
hereunder and will not
reduce the
rating assigned to any Class of
Certificates
by such Rating
Agency below the
then-current rating assigned to such Certificates by such Rating Agency,
as
evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive
only interest payments with respect
to the underlying debt instrument or (2)
the right to receive both principal and
interest payments derived from obligations underlying such instrument and
the
principal and interest payments with
respect to such instrument provide a yield
to maturity greater than 120% of the yield
to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of
Standard & Poor's
and Aaa in the
case of Moody's, and for purposes of this
Agreement, any
references herein
to
the highest rating available on unsecured
commercial paper and
short-term debt
obligations shall mean the following:
A-1 in the case of
Standard & Poor's and
P-1 in the case of Moody's; provided, however, that any Permitted Investment
that is a short-term debt obligation rated
A-1 by Standard & Poor's must satisfy
the following additional conditions: (i) the total amount of debt from A-1
issuers must be limited to the
investment
of monthly
principal and interest
payments (assuming fully amortizing
collateral);
(ii) the total amount
of A-1
investments must not represent more than 20% of the aggregate outstanding
Certificate Principal Balance of the Certificates and
each investment must not
mature beyond 30 days; (iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal
due at maturity that
cannot vary; and (iv)
if
the investments may be liquidated prior to
their maturity or are being relied on
to meet a certain yield, interest must be tied to a single
interest rate
index
plus a single fixed spread (if any) and must move
proportionately
with that
index. Any Permitted Investment may be purchased by or through the
Trustee or
its Affiliates.
Permitted Transferee:
Any Transferee of a
Class R Certificate,
other
than a Disqualified Organization or
Non-United States Person.
Person: Any
individual,
corporation,
limited
liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Prepayment Assumption:
With respect to the Class A Certificates and the
Class M Certificates, the prepayment assumption to be used for
determining the
accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which (a) with respect to the
fixed-rate Mortgage Loans, assumes a constant prepayment rate of one-tenth
of
23% per annum of the then outstanding
Stated Principal Balance of the fixed-rate
Mortgage Loans in the first month of the life of such
Mortgage Loans and an
additional one-tenth of 23% per annum in each
month thereafter until
the tenth
month, and beginning in the tenth month and
in each month thereafter during the
life of the fixed-rate Mortgage Loans, a constant prepayment rate of 23% per
annum each month ("23% HEP") and (b) with respect to the adjustable-rate
Mortgage Loans assumes a prepayment
assumption of 2% of
the constant prepayment
rate in month one, increasing by approximately
2.545% from month 2
until month
12, a constant prepayment rate of 30% from month 12 to month 22, a
constant
prepayment rate of 50% from month 23 to
month 27, and a constant prepayment rate
of 35% thereafter, used for determining the accrual
of original issue discount
and premium and market discount on the Class A Certificates and Class M
Certificates for federal income tax purposes. The constant prepayment rate
assumes that the stated percentage of the outstanding
Stated Principal
Balance
of the adjustable-rate Mortgage Loans is
prepaid over the course of a year.
Prepayment Interest Shortfall: With respect to any Distribution
Date and
any Mortgage Loan (other than a Mortgage
Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the
excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated
Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar
month, an amount equal to
one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage
Loan) on the amount of such Curtailment.
Prepayment Period:
With respect to any
Distribution Date, the calendar
month preceding the month of
distribution.
Primary Insurance
Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on
the Mortgage Loan
Schedule with the
exception of code "A23," "A34" or "A96"
under the column "MI CO CODE."
Principal Distribution
Amount: With respect to any Distribution
Date,
the lesser of (a) the excess of (x) the
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) 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 amounts withdrawn from the Swap
Account pursuant to Section 4.10(c) and (2) the principal portion of any
Realized Losses incurred (or deemed to have
been incurred) on any Mortgage Loans
in the calendar month preceding such
Distribution Date to
the extent covered by
Excess Cash Flow for that Distribution
Date; and
(vi)...the lesser
of (1) the Excess Cash Flow and amounts
withdrawn from the Swap Account pursuant to Section 4.10(c) 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; and
(viii).any Net Swap Payments or Swap Termination Payment not due
to a Swap Counterparty Trigger Event due to the Swap
Counterparty to the extent
not previously paid from interest or principal collections on the Mortgage
Loans.
Principal
Prepayment:
Any payment of
principal or other
recovery on a
Mortgage Loan, including a recovery that takes
the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of
its scheduled Due
Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment
in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance
of a Mortgage Loan.
Principal Remittance
Amount: With respect to any Distribution Date, all
amounts described in clauses (b)(i) through
(iii) of the definition of Principal
Distribution Amount for that Distribution
Date.
Program Guide:
The AlterNet Seller Guide as incorporated into the
Residential Funding Seller Guide for mortgage collateral sellers that
participate in Residential Funding's AlterNet Mortgage
Program, and Residential
Funding's Servicing Guide and any other subservicing arrangements which
Residential Funding has arranged to
accommodate
the servicing of the
Mortgage
Loans and in each case all supplements and amendments thereto published by
Residential Funding.
Purchase Price:
With respect to any Mortgage
Loan (or REO
Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the
principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at either (a) the
Adjusted Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan)
plus the rate per annum at which the
Servicing Fee is calculated, or (b) in the
case of a purchase made by the Master Servicer, at the Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan), in each
case on the Stated Principal Balance thereof to the first day of the month
following the month of purchase from the Due Date to which
interest was last
paid by the Mortgagor. With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 4.08, an
amount equal to the greater of (i) the
sum of (a) 100% of the Stated
