EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK, N.A.
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2004
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2004-KS11
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S>
<C>
ARTICLE I
DEFINITIONS..................................................................4
Section 1.01.
Definitions.......................................................4
Section 1.02. Determination of
LIBOR...........................................56
ARTICLE II CONVEYANCE OF
MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES.............57
Section 2.01. Conveyance of
Mortgage Loans.....................................57
Section 2.02. Acceptance by
Trustee............................................60
Section 2.03. Representations,
Warranties and Covenants of the Master
Servicer and the
Depositor.......................................61
Section 2.04. Representations
and Warranties of Sellers........................63
Section 2.05. Execution and
Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests...........................65
Section 2.06. Purposes and
Powers of the Trust.................................66
ARTICLE III ADMINISTRATION AND
SERVICING OF MORTGAGE LOANS..............................67
Section 3.01. Master Servicer
to Act as Servicer...............................67
Section 3.02. Subservicing
Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers'
Obligations...........69
Section 3.03. Successor
Subservicers...........................................70
Section 3.04. Liability of the
Master Servicer.................................70
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee
or
Certificateholders............................................71
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Trustee..........................................................71
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial
Account................................................71
Section 3.08. Subservicing
Accounts; Servicing Accounts........................73
Section 3.09. Access to
Certain Documentation and Information Regarding
the Mortgage
Loans...............................................75
Section 3.10. Permitted
Withdrawals from the Custodial Account.................75
Section 3.11. Maintenance of
Primary Insurance Coverage........................77
Section 3.12. Maintenance of
Fire Insurance and Omissions and Fidelity
Coverage.........................................................77
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................78
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................80
Section 3.15.
Trustee to
Cooperate; Release of Mortgage Files..................82
Section 3.16. Servicing and
Other Compensation; Compensating Interest..........83
<PAGE>
Section 3.17. Reports to the
Trustee and the Depositor.........................84
Section 3.18. Annual Statement
as to Compliance................................84
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........85
Section 3.20. Right of the
Depositor in Respect of the Master Servicer.........85
Section 3.21.
[Reserved].......................................................86
Section 3.22. Advance
Facility.................................................86
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS..............................................90
Section 4.01. Certificate
Account..............................................90
Section 4.02.
Distributions....................................................90
Section 4.03. Statements to
Certificateholders; Statements to Rating
Agencies; Exchange Act
Reporting.................................95
Section 4.04. Distribution of
Reports to the Trustee and the Depositor;
Advances by the Master
Servicer..................................98
Section 4.05. Allocation of
Realized Losses....................................99
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property...100
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans...................101
Section 4.08.
[Reserved]......................................................101
Section 4.09.
[Reserved]......................................................101
Section 4.10. Hedge
Agreements................................................101
ARTICLE V THE
CERTIFICATES...........................................................102
Section 5.01. The
Certificates................................................102
Section 5.02. Registration of
Transfer and Exchange of Certificates...........103
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates...............108
Section 5.04. Persons Deemed
Owners...........................................108
Section 5.05. Appointment of
Paying Agent.....................................108
ARTICLE VI THE DEPOSITOR
AND THE MASTER
SERVICER......................................110
Section 6.01. Respective
Liabilities of the Depositor and the Master
Servicer........................................................110
Section 6.02. Merger or
Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master
Servicer.................................................110
Section 6.03. Limitation on
Liability of the Depositor, the Master
Servicer and
Others.............................................111
Section 6.04. Depositor and
Master Servicer Not to Resign.....................111
ARTICLE VII
DEFAULT....................................................................112
<PAGE>
Section 7.01. Events of
Default...............................................112
Section 7.02. Trustee or
Depositor to Act; Appointment of Successor...........113
Section 7.03. Notification to
Certificateholders..............................114
Section 7.04. Waiver of Events
of Default.....................................115
ARTICLE VIII CONCERNING THE
TRUSTEE.....................................................116
Section 8.01. Duties of
Trustee...............................................116
Section 8.02. Certain Matters
Affecting the Trustee...........................117
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans...........118
Section 8.04. Trustee May Own
Certificates....................................119
Section 8.05. Master Servicer
to Pay Trustee's Fees and Expenses;
Indemnification.................................................119
Section 8.06. Eligibility
Requirements for Trustee............................120
Section 8.07. Resignation and
Removal of the Trustee..........................120
Section 8.08. Successor
Trustee...............................................121
Section 8.09. Merger or
Consolidation of Trustee..............................121
Section 8.10. Appointment of
Co-Trustee or Separate Trustee...................121
Section 8.11. Appointment of
Custodians.......................................122
Section 8.12. Appointment of
Office or Agency.................................122
Section 8.13. DTC Letter of
Representations...................................123
ARTICLE IX
TERMINATION................................................................124
Section 9.01. Termination Upon
Purchase or Liquidation of All Mortgage
Loans...........................................................124
Section 9.02. Additional
Termination Requirements.............................127
ARTICLE X REMIC
PROVISIONS...........................................................129
Section 10.01. REMIC
Administration............................................129
Section 10.02. Master Servicer, REMIC
Administrator and Trustee
Indemnification.................................................132
ARTICLE XI MISCELLANEOUS
PROVISIONS...................................................133
Section 11.01.
Amendment.......................................................133
Section 11.02. Recordation of
Agreement; Counterparts..........................135
Section 11.03. Limitation on Rights
of Certificateholders......................135
Section 11.04. Governing
Law...................................................136
Section 11.05.
Notices.........................................................136
Section 11.06. Notices to Rating
Agencies......................................137
Section 11.07. Severability of
Provisions......................................137
Section 11.08. Supplemental
Provisions for Resecuritization....................137
<PAGE>
Section 11.09. Third-Party
Beneficiary.........................................138
Exhibit A Form of
Class A
Certificate................................................A-1
Exhibit B Form of
Class M
Certificate................................................B-1
Exhibit C Form of
Class SB
Certificate...............................................C-1
Exhibit D Form of
Class R
Certificate................................................D-1
Exhibit E Form of
Custodial
Agreement................................................E-1
Exhibit F-1 Group I Loan
Schedule....................................................F-1-1
Exhibit F-2 Group II Loan
Schedule...................................................F-2-1
Exhibit G Forms of
Request for
Release...............................................G-1
Exhibit H-1 Form of Transfer
Affidavit and Agreement.................................H-1-1
Exhibit H-2 Form of Transferor
Certificate...........................................H-2-1
Exhibit I Form of
Investor Representation
Letter.....................................I-1
Exhibit J Form of
Transferor Representation
Letter...................................J-1
Exhibit K Text of
Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited
Guaranty....................................K-1
Exhibit L Form of
Limited
Guaranty...................................................L-1
Exhibit M Form of
Lender Certification for Assignment of Mortgage
Loan...............M-1
Exhibit N Form of
Rule 144A Investment
Representation................................N-1
Exhibit O
[Reserved].................................................................O-1
Exhibit P Form of
ERISA
Letter.......................................................P-1
Exhibit Q
Reserved...................................................................Q-1
Exhibit R Assignment
Agreement......................................................R-1
Exhibit S
[Reserved].................................................................S-1
Exhibit T-1 Form of 10-K
Certification...............................................T-1-1
Exhibit T-2 Form of Back-Up
Certification............................................T-2-1
Exhibit U
Information to be Provided by the Master Servicer to the Rating
Agencies Relating to Reportable Modified Mortgage
Loans....................U-1
</TABLE>
<PAGE>
This Pooling and Servicing Agreement, effective as of November 1,
2004,
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 JPMORGAN CHASE BANK, N.A., 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
sixteen Classes, which in the aggregate
will evidence the entire beneficial
ownership interest in the Mortgage Loans (as
defined herein) and
certain other
related assets.
REMIC I
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the Mortgage Loans and certain
other related assets (exclusive of the Hedge Agreements) subject to this
Agreement as a real estate mortgage
investment
conduit (a "REMIC")
for federal
income tax purposes, and such segregated pool of assets will be designated
as
"REMIC I." The Class R-I Certificates will
represent the sole Class of "residual
interests" in REMIC I for purposes of the
REMIC Provisions (as
defined herein)
under federal income tax law. The following
table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate")
and initial Uncertificated Principal
Balance for each of the "regular interests"
in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity
date" (determined solely for purposes of
satisfying Treasury
regulation Section
1.860G-1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the Maturity
Date. None of the REMIC I Regular Interests
will be certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED
-------------------
REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S> <C>
<C>
<C>
<C> <C>
Y-1
Variable(1)
$
175,000.03
December 25, 2034
Y-2
Variable(1)
$
174,999.98
December 25, 2034
Z-1
Variable(1)
$349,825,059.02
December 25, 2034
Z-2
Variable(1)
$349,825,041.68
December 25, 2034
</TABLE>
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
1
<PAGE>
REMIC II
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the
REMIC I Regular Interests
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
REMIC II
INITIAL UNCERTIFICATED
-------------------
REMIC II
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S> <C>
<C>
<C>
<C> <C>
LT1
Variable(1)
$349,761,632.27
December 25, 2034
LT2
Variable(1)
$
6,573.26
December 25, 2034
LT3
0.00%
$
28,426.75
December 25, 2034
LT4
Variable(1)
$
28,426.75
December 25, 2034
LT5
Variable(1)
$349,761,722.93
December 25, 2034
LT6
Variable(1)
$
6,681.26
December 25, 2034
LT7
0.00%
$
28,318.75
December 25, 2034
LT8
Variable(1)
$
28,318.75
December 25, 2034
LT-Y1(2)
Variable(1)
$
175,000.03
December 25, 2034
LT-Y2(2)
Variable(1)
$
174,999.98
December 25, 2034
</TABLE>
---------------
(1) Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate. (2) LT-Y1 will have the same interest rate, principal
balance, Principal Reduction Amount and allocation of Realized
Losses as the
REMIC I Regular Interest Y-1. LT-Y2 will
have the same interest rate, principal
balance, Principal Reduction Amount and allocation of Realized
Losses as the
REMIC I Regular Interest Y-2.
REMIC III
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes,
and such segregated pool of assets will
be designated as REMIC III. 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.
2
<PAGE>
<TABLE>
<CAPTION>
Month of
Final
Aggregate Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation Type
Rate
Principal Balance
Features
Date
Initial Ratings
S&P Moody's
Fitch
<S>
<C>
<C>
<C>
<C>
<C>
Class A-I-1 Regular(1)
Adjustable(2)(3)
$140,690,000.00
Senior/Adjustable August
2025
AAA Aaa
AAA
Rate
Class A-I-2 Regular(1)
Adjustable(2)(3)
$133,320,000.00
Senior/Adjustable January 2034
AAA
Aaa
AAA
Rate
Class A-I-3 Regular(1)
Adjustable(2)(3)
$ 14,740,000.00
Senior/Adjustable December 2034
AAA
Aaa
AAA
Rate
Class A-II-1 Regular Adjustable(2)
$259,875,000.00
Senior/Adjustable December 2034
AAA
Aaa
AAA
Rate
Class A-II-2 Regular(1) Adjustable(2)(3) $ 28,875,000.00
Senior/Adjustable December 2034
AAA
Aaa
AAA
Rate
Class M-1 Regular(1)
Adjustable(2)(3) $
44,100,000.00 Mezzanine/Adjustable
December
2034
AA Aa2
AA
Rate
Class M-2 Regular(1)
Adjustable(2)(3) $
36,750,000.00 Mezzanine/Adjustable
December
2034
A+ A2
A
Rate
Class M-3 Regular(1)
Adjustable(2)(3)
$ 7,000,000.00
Mezzanine/Adjustable December 2034
A
A3
A-
Rate
Class M-4 Regular(1)
Adjustable(2)(3)
$ 6,300,000.00
Mezzanine/Adjustable December 2034
A-
Baa1
BBB+
Rate
Class M-5 Regular(1)
Adjustable(2)(3)
$ 7,000,000.00
Mezzanine/Adjustable December 2034
BBB+
Baa2
BBB
Rate
Class M-6 Regular(1)
Adjustable(2)(3)
$ 7,000,000.00
Mezzanine/Adjustable December 2034
BBB
Baa3
BBB-
Rate
Class B
Regular(1)
Adjustable(2)(3) $
7,000,000.00 Subordinate/Adjustable
December 2034
BBB-
Ba1
BB+
Rate
Class SB Regular
(4)
$ 7,350,101.71
Subordinate
December 2034 N/R N/R
N/R
(4)
</TABLE>
---------------
(1) The Class A-I, Class A-II-2, Class M
and Class B Certificates will represent
ownership of REMIC III
Regular Interests
together with certain rights to
payments to be made
from amounts received
under the related Hedge Agreement
which will be deemed
made for federal
income tax purposes
outside of REMIC
III by the
holder of the Class SB Certificates as the owner of the Hedge
Agreement.
(2) The REMIC III Regular Interests ownership of which is represented by the
Class A-I, Class A-II, Class M and Class B Certificates, will accrue
interest at a per
annum rate equal to LIBOR plus the applicable Margin, each
subject to a payment
cap as described in
the definition
of "Pass-Through
Rate" and the provisions for the payment of
Basis Risk Shortfalls
herein,
which payments will
not be part of the
entitlement of the REMIC III Regular
Interests related to
such Certificates.
(3) The Class A-I, Class A-II-2, Class M and Class B Certificates will also
entitle their holders to certain payments from the Holder of the
Class SB
Certificates from
amounts to which the related REMIC III Regular Interest is
entitled and from
amounts received under the Hedge 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 Hedge
Agreements
shall be outside and
apart from its
rights under the REMIC
III Regular Interests SB-IO and SB-PO.
In consideration
of the mutual agreements herein contained, the
Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I......
DEFINITIONS
Section 1.01...Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified in this
Article.
3
<PAGE>
Accrued Certificate Interest: With respect to each Distribution
Date and
each Class of Class A Certificates, Class M Certificates and Class B
Certificates, interest accrued during the
related Interest Accrual Period on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date at the related Pass-Through Rate for
that Distribution Date.
The amount of Accrued Certificate Interest on each Class of
Certificates
shall be reduced by the amount of
Prepayment Interest
Shortfalls on the related
Mortgage Loans during the prior calendar month to the extent not
covered by
Compensating Interest pursuant to Section 3.16,
and by Relief Act Shortfalls on
the related Mortgage Loans during the related Due Period.
The portion of any
Prepayment Interest Shortfalls or Relief
Act Shortfalls allocated to the Class A
Certificates will be based upon the related Senior Percentage of all such
reductions with respect to the related
Mortgage Loans, such reductions to be
allocated among the related Class A Certificates, pro rata, on the basis of
Accrued Certificate Interest payable on such Distribution Date absent such
reductions, with the remainder of such
reductions allocated among the Holders of
all Classes of Class M Certificates
and Class B
Certificates, pro
rata, on the
basis of Accrued Certificate Interest payable on such
Distribution Date absent
such reductions.
Accrued Certificate
Interest on each Class
of Class A-I
Certificates,
the Class A-II-2 Certificates, each Class of Class M Certificates
and the Class
B Certificates for any Distribution Date shall also be reduced by any
interest
shortfalls resulting from the failure of the
Hedge Agreements
Provider to make
the related required Hedge Payment for such
Distribution
Date, with all such
reductions on the Class A-I Certificates
allocated to the Class A-I Certificates
on a pro rata basis, based on the portion of the Class
A-I Hedge Payment
each
such Class was entitled to, but did not
receive, on such
Distribution Date, all
such reductions on the Class A-II-2 Certificates based on the portion of the
Class A-II-2 Hedge Payment the Class A-II-2
Certificates
were entitled to,
but
did not receive, on such Distribution Date and all
such reductions on the Class
M Certificates and Class B Certificates allocated to the Class M
Certificates
and Class B Certificates on a pro rata basis, based on the portion of the
Subordinate Hedge Payment each such Class was
entitled to, but did not receive,
on such Distribution Date.
Accrued Certificate
Interest for any Distribution Date shall further be
reduced by the interest portion of Realized Losses allocated to any Class of
Certificates pursuant to Section 4.05.
Accrued Certificate
Interest shall accrue on the basis of a 360-day year
and the actual number of days in the
related Interest Accrual Period.
With respect to each
Distribution Date and
the Class SB
Certificates,
interest accrued during the preceding Interest Accrual Period at the
Pass-Through Rate on the notional amount as specified in the definition of
Pass-Through Rate, immediately prior to such
Distribution Date, reduced by any
interest shortfalls with respect to the Mortgage
Loans, including
Prepayment
Interest Shortfalls to the extent not
covered by Compensating Interest pursuant
to Section 3.16 or by Excess Cash Flow
pursuant to Section
4.02(c)(v) and (vi).
Accrued Certificate Interest on the Class SB
Certificates shall
accrue on the
basis of a 360-day year and the actual number of days in the related
Interest
Accrual Period.
Adjusted Mortgage
Rate: With respect to
any Mortgage Loan and any date
of determination, the Mortgage Rate borne
by the related Mortgage Note, less the
rate at which the related Subservicing Fee
accrues.
Adjustment Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on which an adjustment to
the
interest rate on such Mortgage Loan becomes
effective.
4
<PAGE>
Advance: With
respect to any
Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section
4.04.
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first
Person. For purposes of
this definition, "control" means the power
to direct the management and policies
of such Person, directly or indirectly,
whether through the
ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement:
This Pooling and
Servicing Agreement
and all amendments hereof
and supplements hereto.
Amount Held for Future
Distribution: With
respect to any
Distribution
Date, the total of the amounts
held in the
Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries,
Insurance Proceeds,
REO Proceeds,
Principal
Prepayments, Mortgage Loan purchases made
pursuant to Section 2.02, 2.03, 2.04,
4.07 or 4.08 and Mortgage Loan substitutions made pursuant to Section 2.03
or
2.04 received or made in the month of
such Distribution
Date (other than
such
Liquidation Proceeds, Insurance Proceeds,
REO Proceeds 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
5
<PAGE>
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, 4.08 or
9.01 in
respect of the Mortgage, reduced by (b) the sum as of the
close of business on
the immediately preceding Determination Date of (x) the
Amount Held for Future
Distribution with respect to the Mortgage
Loans, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses
(ii)-(x), inclusive, of Section 3.10(a).
Balloon Loan:
Each of the Mortgage
Loans having an original term to
maturity that is shorter than the related
amortization term.
Balloon Payment:
With respect to any
Balloon Loan, the related Monthly
Payment payable on the stated maturity date
of such Balloon Loan.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Book-Entry
Certificate: Any
Certificate registered
in the name of the
Depository or its nominee.
Business Day:
Any day other than (i)
a Saturday or a Sunday
or (ii) a
day on which banking institutions in the State of California, the State of
Minnesota, the State of Texas, the State of New York or the State
of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time
located) are required
or authorized by law
or executive order to be closed.
Capitalization
Reimbursement Amount:
With respect to any
Distribution
Date, the amount of Advances or Servicing
Advances that were added to the Stated
Principal Balance of the Mortgage Loans during the prior
calendar month and
reimbursed to the Master Servicer or Subservicer on or prior to such
Distribution Date pursuant to Section
3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other
than
a Mortgage Loan as to which an REO
Acquisition occurred,
a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be
finally recoverable
with respect to
such Mortgage Loan.
Certificate:
Any Class A Certificate, Class M Certificate, Class B
Certificate, Class SB Certificate or Class
R Certificate.
Certificate Account:
The account or accounts created and maintained
pursuant to Section 4.01, which shall be
entitled "JPMorgan Chase Bank, N.A., as
trustee, in trust for the registered
holders of Residential
Asset Securities
Corporation, Home Equity Mortgage
Asset-Backed Pass-Through Certificates, Series
2004-KS11" 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
6
<PAGE>
reflect the rights of Certificate
Owners as they may
indirectly
exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or
"Certificateholder"
only the Person in
whose name a Certificate is registered in the Certificate Register. Unless
otherwise indicated in this Agreement, the
Custodial Agreement or the Assignment
Agreement, whenever reference is made to the actions
taken by the Trustee
on
behalf of the Certificateholders.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person
who is the beneficial owner of such
Certificate, as reflected on the books of an
indirect participating brokerage firm for
which a Depository Participant acts as
agent, if any, and otherwise on the books
of a Depository
Participant, if
any,
and otherwise on the books of the
Depository.
Certificate Principal
Balance: With respect to any Class A Certificate,
Class M Certificate or Class B Certificate, on any date of determination, an
amount equal to (i) the Initial Certificate Principal Balance of such
Certificate as specified on the face thereof, minus (ii) the sum of (x) the
aggregate of all amounts previously
distributed with respect to such Certificate
(or any predecessor Certificate) and
applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(c) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in
connection with Realized Losses which were previously allocated to such
Certificate (or any predecessor Certificate) pursuant to Section 4.05.
With
respect to any Class SB Certificate, on any date of determination, an amount
equal to the Percentage Interest evidenced
by such Certificate
multiplied by an
amount equal to (i) the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans
over (B) the then aggregate Certificate
Principal Balance of the Class A
Certificates, Class M
Certificates and Class B
Certificates then outstanding, which represents the sum of (i) the Initial
Principal Balance of the REMIC III Regular Interest SB-PO, as reduced by
Realized Losses allocated thereto and payments deemed made thereon, and (ii)
accrued and unpaid interest on the REMIC
III Regular Interest
SB-IO, as reduced
by Realized Losses allocated thereto. The Class R Certificates will not
have a
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to
Section 5.02.
Class:
Collectively,
all of the
Certificates or uncertificated interests
bearing the same designation.
Class A-I-1
Certificate:
Any one of the Class A-I-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class B Certificates, SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized
Losses in respect
of Group I Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions.
Class A-I-1 Margin: Initially, 0.140% per annum, and on any
Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 0.280% per annum.
Class A-I-2
Certificate:
Any one of the Class A-I-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class B Certificates, SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized
Losses in respect
of Group I Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions.
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<PAGE>
Class A-I-2 Margin: Initially, 0.270% per annum, and on any
Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 0.540% per annum.
Class A-I-3
Certificate:
Any one of the Class A-I-3 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class B Certificates, SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized
Losses in respect
of Group I Loans as set forth in Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions.
Class A-I-3 Margin: Initially, 0.470% per annum, and on any
Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 0.940% per annum.
Class A-I
Certificates:
Collectively, the
Class A-I-1
Certificates,
Class A-I-2 Certificates and Class A-I-3
Certificates.
Class A-I Hedge
Agreement: The
confirmation,
dated as of the
Closing
Date, between the Trustee, on behalf of the
Trust Fund, and the Hedge Agreements
Provider, relating to the Class A-I
Certificates or any replacement, substitute,
collateral or other arrangement in lieu
thereof.
Class A-I Hedge Payment: For any Distribution Date, the payment, if
any,
due under the Class A-I Hedge Agreement in
respect of such Distribution Date.
Class A-I Interest
Remittance Amount:
With respect to any Distribution
Date, the portion of the Available
Distribution
Amount for that
Distribution
Date attributable to interest
received or advanced
with respect to the Group I
Loans plus, with respect to payments on the
Class A-I Certificates
pursuant to
Section 4.02(c)(iii)(A) only, the amount necessary to make such payments
paid
from amounts received on the Class A-I Hedge
Agreement for such Distribution
Date.
Class A-II-1
Certificate:
Any one of the
Class A-II-1 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class B Certificates, SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized
Losses in respect
of Group II Loans as set forth in
Section 4.05, and evidencing an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions.
Class A-II-1
Margin: Initially, 0.310% per annum, and on any
Distribution Date on or after the first Distribution Date after the second
possible Optional Termination Date, 0.620%
per annum.
Class A-II-2
Certificate:
Any one of the
Class A-II-2 Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to the Class M
Certificates, Class B Certificates, SB Certificates and Class R Certificates
with respect to distributions and the allocation of Realized
Losses in respect
of Group II Loans as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions and (ii) the right to receive
payments under the
Class A-II-2 Hedge
Agreement.
8
<PAGE>
Class A-II-2 Hedge Agreement: The confirmation, dated as of the Closing
Date, between the Trustee, on behalf of the
Trust Fund, and the Hedge Agreements
Provider, relating to the Class A-II-2 Certificates or any replacement,
substitute, collateral or other arrangement
in lieu thereof.
Class A-II-2 Hedge Payment: For any Distribution Date, the
payment, if
any, due under the Class A-II-2 Hedge
Agreement in respect of such Distribution
Date.
Class A-II-2
Margin: Initially, 0.380% per annum, and on any
Distribution Date on or after the first Distribution Date after the second
possible Optional Termination Date, 0.760%
per annum.
Class A-II-2 Net WAC Cap Rate: With respect to any Distribution Date,
the sum of (a) the Group II Net WAC Cap
Rate for such
Distribution Date and (b)
a per annum rate equal to (i) the amount,
if any, required to be
paid under the
Class A-II-2 Hedge Agreement with respect
to such Distribution
Date divided by
(ii) the Certificate Principal Balance of the Class A-II-2 Certificates
immediately prior to such Distribution Date, multiplied by a fraction, the
numerator of which is 30, and the
denominator
of which is the actual
number of
days in the related Interest Accrual
Period.
Class A-II Certificates: Collectively, the Class A-II-1
Certificates and
Class A-II-2 Certificates.
Class A-II Interest
Remittance Amount: With respect to any Distribution
Date, the portion of the Available
Distribution
Amount for that
Distribution
Date attributable to interest received
or advanced with respect to the Group II
Loans plus, with respect to payments on the
Class A-II-2
Certificates
pursuant
to Section 4.02(c)(iii)(B) only, the amount
necessary to make such payments paid
from amounts received on the Class A-II-2
Hedge Agreement for such Distribution
Date.
Class A Certificates: Collectively, the Class A-I Certificates and
Class
A-II Certificates.
Class A Interest
Distribution Priority:
With respect to each
Class of
Class A Certificates and any Distribution
Date, the amount available for payment
of Accrued Certificate Interest thereon for that
Distribution Date plus Accrued
Certificate Interest thereon remaining unpaid
from any prior Distribution Date,
in the amounts and priority as follows:
o
first, concurrently,
to the Class A-I
Certificates,
pro rata,
from the Class A-I
Interest Remittance
Amount and to the
Class
A-II Certificates,
pro rata, from the Class A-II Interest
Remittance Amount;
o
second, to the
Class A-I Certificates, pro rata, from the
remaining Class A-II Interest Remittance Amount or to the Class
A-II Certificates,
pro rata, from the remaining Class A-I
Interest Remittance
Amount, as needed
after taking into account
any
distributions in
respect of interest on the Class A
Certificates made in first above;
o
third, concurrently, from the Principal Remittance Amount
related
to Loan Group I to the Class A-I Certificates, pro rata, and
from
the Principal
Remittance Amount
related to Loan Group II to the
Class A-II Certificates, pro rata, after taking into
account any
distributions
in respect of interest
on the Class A Certificates
made in first and second above; and
o
fourth, from the remaining Principal Remittance Amount related
to
Loan Group II to the Class A-I Certificates, pro rata, or from
the remaining Principal Remittance Amount related to Loan Group
I
to the Class A-II Certificates, pro rata, as needed after
taking
into account
any distributions in respect of interest on the
Class A Certificates made in first, second and third above.
9
<PAGE>
Class A Principal
Distribution Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or
after the Stepdown
Date if a Trigger Event is not in effect
for that Distribution
Date, the lesser
of:
(i) the Principal Distribution Amount
for that Distribution Date; and
(ii) the excess, if any, of (A) the
aggregate Certificate
Principal Balance
of
the Class A
Certificates
immediately prior to
that Distribution Date over
(B) the
lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated Principal Balance
of the Mortgage
Loans after giving
effect to
distributions to be
made on
that
Distribution Date, over the Overcollateralization Floor.
Class B Certificate: Any one of the Class B Certificates executed
by the
Trustee and authenticated by the
Certificate Registrar substantially in the form
annexed hereto as Exhibit B, senior to 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 and
(ii)
the right to receive payments under the
Subordinate Hedge Agreement.
Class B Margin:
Initially, 3.500% per
annum, and on any
Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 5.250% per annum.
Class B Principal
Distribution Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that
Distribution Date, the
remaining
Principal
Distribution Amount for that Distribution
Date after distribution of the Class A
Principal Distribution Amount, the Class M-1
Principal Distribution Amount, the
Class M-2 Principal Distribution Amount, the Class M-3 Principal
Distribution
Amount, the Class M-4 Principal
Distribution
Amount, the Class M-5 Principal
Distribution Amount and the Class M-6
Principal Distribution Amount or (b) on or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date
after
distribution of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4
Principal
Distribution Amount,
the Class M-5 Principal Distribution Amount
and the Class
M-6 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates, Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates, Class M-4 Certificates,
Class M-5
Certificates
and Class M-6 Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal Distribution Amount, the Class M-4
10
<PAGE>
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 B 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-1 Certificate: Any one of the Class M-1 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class M-2
Certificates,
Class
M-3 Certificates, Class M-4 Certificates,
Class M-5 Certificates, Class M-6
Certificates, Class B Certificates, Class SB Certificates and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC
Provisions and
(ii)
the right to receive payments under the
Subordinate Hedge Agreement.
Class M-1 Margin:
Initially, 0.560% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 0.840% per annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount or (b) on or after the
Stepdown Date
if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date
after
distribution of the Class A Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal
Balance of the Class A
Certificates
(after taking into
account
the payment of the Class A Principal Distribution Amount for that
Distribution
Date) and (2) the
Certificate Principal
Balance of the Class
M-1 Certificates
immediately
prior to that
Distribution Date over (B) the
lesser of (x)
the product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving effect to
distributions to be made on that Distribution Date and (y)
the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage
Loans after
giving effect to distributions to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class M-3
Certificates,
Class
M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class B
Certificates, Class SB Certificates and Class R Certificates
with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions and (ii) the right to
receive payments
under the Subordinate Hedge Agreement.
Class M-2 Margin:
Initially, 1.000% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 1.500% 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:
11
<PAGE>
(i) the remaining Principal Distribution Amount for that Distribution Date
after
distribution
of the Class A
Principal Distribution
Amount and the
Class M-1
Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal
Balance of the Class A
Certificates and Class
M-1 Certificates
(after
taking
into account the payment of the Class A Principal
Distribution
Amount and the Class
M-1 Principal
Distribution
Amount for
that
Distribution
Date) and (2) the
Certificate Principal
Balance of the
Class M-2
Certificates immediately prior to that Distribution Date over
(B)
the lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the Mortgage
Loans after
giving effect to distributions to be made on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated Principal Balance
of the Mortgage
Loans after giving
effect to
distributions to be
made on
that
Distribution Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class M-4
Certificates,
Class
M-5 Certificates, Class M-6 Certificates, Class B Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions and (ii) the right to
receive payments under
the Subordinate
Hedge Agreement.
Class M-3 Margin:
Initially, 1.200% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 1.800% 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.
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<PAGE>
Class M-4 Certificate: Any one of the Class M-4 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class M-5
Certificates,
Class
M-6 Certificates, Class B Certificates, Class SB Certificates and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC
Provisions and
(ii)
the right to receive payments under the
Subordinate Hedge Agreement.
Class M-4 Margin:
Initially, 1.650% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 2.475% per annum.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution Amount
and the Class M-3 Principal
Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date,
the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date
after
distribution of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount and the
Class M-3 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal
Balance of the Class A Certificates, Class M-1 Certificates,
Class M-2
Certificates
and Class M-3 Certificates (after taking into
account the
payment of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount
and the Class M-3 Principal Distribution Amount for that
Distribution
Date) and (2) the
Certificate Principal
Balance of the Class
M-4 Certificates
immediately
prior to that
Distribution Date over (B) the
lesser of (x)
the product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving effect to
distributions to be made on that Distribution Date and (y)
the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage
Loans after
giving effect to distributions to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-6 Certificates, Class B
Certificates, Class SB Certificates and Class R Certificates
with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions and (ii) the right to
receive payments
under the Subordinate Hedge Agreement.
Class M-5 Margin:
Initially, 1.750% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 2.625% per annum.
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<PAGE>
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution Amount and the Class M-4
Principal Distribution Amount or (b) on or
after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date
after
distribution of the Class A Principal Distribution Amount, the Class
M-1 Principal
Distribution
Amount, the Class M-2 Principal
Distribution
Amount,
the Class M-3 Principal Distribution Amount and the Class M-4
Principal
Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate
Principal
Balance of the Class A Certificates, Class M-1 Certificates,
Class M-2
Certificates,
Class M-3 Certificates
and Class M-4 Certificates
(after
taking
into account the payment of the Class A Principal
Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal
Distribution
Amount, the Class M-3 Principal
Distribution
Amount
and the Class M-4 Principal Distribution Amount for that
Distribution
Date) and (2) the
Certificate Principal
Balance of the Class
M-5 Certificates
immediately
prior to that
Distribution Date over (B) the
lesser of (x)
the product of (1) the
applicable
Subordination
Percentage
and (2) the
aggregate Stated Principal Balance of the Mortgage Loans
after
giving effect to
distributions to be made on that Distribution Date and (y)
the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage
Loans after
giving effect to distributions to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to Class B Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions and (ii) the right to
receive payments under
the Subordinate
Hedge Agreement.
Class M-6 Margin:
Initially, 2.900% per
annum, and on any Distribution
Date on or after the first Distribution Date after the second
possible Optional
Termination Date, 4.350% 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
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<PAGE>
(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 Certificates:
Collectively,
the 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.
Class R Certificate:
Collectively, the
Class R-I
Certificates,
Class
R-II Certificates and 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 B,
subordinate to the Class A Certificates, Class
M Certificates and Class B Certificates
with respect to
distributions
and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing an
interest comprised of "regular interests" in REMIC III together with certain
rights to payments under the Hedge Agreements for purposes of the REMIC
Provisions.
Closing Date: November
29, 2004.
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).
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<PAGE>
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 JPMorgan Chase
Bank, N.A., 4 New York Plaza, 6th Floor,
New York, New York 10004, Attn:
Institutional Trust
Services/Global Debt,
RASC
2004-KS11.
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: November
1, 2004.
Cut-off Date Balance:
$700,000,101.71.
Cut-off Date Principal
Balance: With respect
to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off
Date after giving effect to all
installments of principal due on or prior thereto (or due in the month of
the
Cut-off Date), whether or not received.
Debt Service
Reduction: With
respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code,
except such a reduction
constituting a Deficient Valuation or any reduction that
results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a
court of competent jurisdiction of the
Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any
reduction in
the amount of principal to be paid in
connection
with any scheduled Monthly
Payment that constitutes a permanent
forgiveness of
principal, which
valuation
or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced
with a
Qualified Substitute Mortgage Loan.
Delinquent: As used
herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent
when a payment due on any scheduled due
date remains unpaid as of the close of business
on the next following
monthly
scheduled due date; "60 to 89 days" or "60 or more
days" delinquent when a
payment due on any scheduled due date
remains unpaid as of the close of business
on the second following monthly scheduled
due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1
that remained unpaid
as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the
last business day immediately prior
to the Cut-off Date.
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<PAGE>
Depositor: As defined
in the preamble hereto.
Depository:
The Depository Trust
Company, or any
successor
Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Exchange Act.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of
securities deposited with the Depository.
Destroyed Mortgage
Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not
been replaced.
Determination Date:
With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of
the related Distribution Date.
Disqualified
Organization: Any
organization defined as a "disqualified
organization" under Section 860E(e)(5) of
the Code, including,
if not otherwise
included, any of the following: (i) the United States,
any State or
political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing
(other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign
government, any
international
organization,
or any agency or instrumentality of any of
the foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section
521 of the Code)
which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income) and
(iv) rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code. A Disqualified Organization also includes any
"electing large partnership," as defined in Section 775(a) of
the Code and any
other Person so designated by the Trustee based
upon an Opinion of Counsel that
the holding of an Ownership Interest in a
Class R Certificate by such Person may
cause any REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur
a liability for any
federal tax
imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the
Code or successor provisions.
Distribution Date: The
25th day of any month beginning in November 2004
or, if such 25th day is not a Business Day, the Business Day immediately
following such 25th day.
DTC Letter: The Letter
of Representations,
dated November 24, 2004,
among the Trustee on behalf of the Trust
Fund, JPMorgan Chase Bank, N.A., in its
individual capacity as agent thereunder and
the Depository.
17
<PAGE>
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 JPMorgan Chase Bank,
N.A., or (v) an account or accounts of a
depository institution
acceptable to
each Rating Agency (as evidenced in writing by each
Rating Agency that use
of
any such account as the Custodial
Account or the
Certificate
Account will not
reduce the rating assigned to any Class of
Certificates
by such Rating
Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such
Rating Agency).
Eligible Master Servicing Compensation: With respect to any
Distribution
Date and each Loan Group, the lesser of (a) one-twelfth of
0.125% of the Stated
Principal Balance of the related
Mortgage Loans immediately preceding such
Distribution Date and (b) the sum of the
Servicing Fee and all
income and gain
on amounts held in the Custodial Account
and the Certificate Account and payable
to the Certificateholders with respect to such Distribution
Date, in each case
with respect to the related
Loan Group; provided that for purposes of this
definition the amount of the Servicing Fee will not be reduced
pursuant to
Section 7.02(a) except as may be required
pursuant to the last
sentence of such
Section.
ERISA: The Employee
Retirement Income Security Act of 1974, as amended.
Event of Default: As
defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount
equal
to the sum of (A) the excess of (i) the
Available Distribution
Amount for that
Distribution Date increased by the amount, if
any, paid from the Hedge Payments
for that Distribution Date pursuant to
Section 4.02(c)(iii) over (ii) the sum of
(a) the Interest Distribution Amount for that Distribution Date and (b) the
lesser of (1) the aggregate Certificate Principal Balance of Class A
Certificates, Class M Certificates and
Class B Certificates immediately prior to
such Distribution Date and (2) the Principal Remittance Amount for that
Distribution Date to the extent not applied to pay interest on the Class A
Certificates, Class M Certificates and
Class B Certificates on such Distribution
Date and (B) the Overcollateralization Reduction Amount, if any, for that
Distribution Date.
Excess
Overcollateralization
Amount: With respect
to any Distribution
Date, the excess, if any, of (a) the Overcollateralization Amount on such
Distribution Date over (b) the Required
Overcollateralization
Amount for such
Distribution Date.
Exchange Act: The
Securities Exchange Act of 1934, as amended.
18
<PAGE>
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.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit
Insurance Corporation or any successor thereto.
----
Final Distribution
Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later
than the end of
the 90-day liquidation period described in
Section 9.02.
Final Scheduled
Distribution Date:
Solely for purposes of
the face of
the Certificates, as follows: with respect
to the Class A-I-1 Certificates, the
Distribution Date occurring in August 2025; with respect to the Class
A-I-2
Certificates, the Distribution Date occurring in
January 2034; and with respect
to the Class A-I-3 Certificates, Class A-II-1 Certificates, Class A-II-2
Certificates, Class M Certificates and Class B Certificates,
the Distribution
Date occurring in December 2034. No event of default under
this Agreement will
arise or become applicable solely by reason of the
failure to retire the entire
Certificate Principal Balance of any Class of Class A
Certificates or Class
M
Certificates on or before its Final
Scheduled Distribution Date.
Fitch: Fitch Ratings,
or its successors in interest.
Foreclosure Profits:
With respect to any
Distribution Date or
related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid
principal balance of such
Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued
and unpaid interest at
the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day
of the month following
the month in
which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(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.
Group I Basis Risk
Shortfalls: With
respect to each Class of the Class
A-I Certificates and any Distribution Date, the sum of (a) with respect
to any
Distribution Date on which the Group I Net
WAC Cap Rate is used to determine the
Pass-Through Rate of such Class, an amount equal to the excess of (x)
Accrued
Certificate Interest for such Class calculated
at a per annum rate equal to the
lesser of (i) LIBOR plus the related Margin
for such Distribution
Date and (ii)
the Group I Weighted Average Maximum Net Mortgage Rate, over (y) Accrued
Certificate Interest for such Class calculated using the Group I Net WAC Cap
19
<PAGE>
Rate plus, an amount equal to any reduction
in the Accrued Certificate Interest
of such Class due to the failure of the Hedge Agreements Provider to make any
required Class A-I Hedge Payment with
respect to such Distribution Date, (b) any
shortfalls for such Class calculated pursuant to clause (a) above remaining
unpaid from prior Distribution Dates, and
(c) one month's interest on the amount
in clause (b) (based on the number of days
in the preceding
Interest Accrual
Period) at a per annum rate equal to LIBOR plus the related Margin for such
Distribution Date.
Group I Loans: The
Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit F-1. The Group I
Loans relate to the Class
A-I Certificates, Class M Certificates, Class B Certificates and Class SB
Certificates.
Group I Net WAC Cap Rate: With respect to any Distribution Date,
the sum
of (a) the product of (i) a per annum rate
equal to the weighted
average of the
Net Mortgage Rates (or, if applicable,
the Modified Net
Mortgage Rates) on
the
Group I Loans using the Net Mortgage Rates in effect for the Monthly
Payments
due on such Mortgage Loans during the
related Due Period,
weighted on the basis
of the respective Stated Principal Balances thereof for such
Distribution Date
and (ii) a fraction equal to 30 divided by the actual number of days in the
related Interest Accrual Period, and (b) a per annum rate equal to (i) the
amount, if any, required to be paid under the
Class A-I Hedge
Agreement with
respect to such Distribution Date divided by (ii) the aggregate Certificate
Principal Balance of the Class A-I Certificates immediately prior to such
Distribution Date, multiplied by a fraction,
the numerator of which
is 30, and
the denominator of which is the actual number of
days in the related
Interest
Accrual Period.
Group I Principal
Distribution Amount:
For any Distribution
Date, the
product of (x) the Class A Principal
Distribution
Amount for such
Distribution
Date and (y) a fraction, the numerator of which is the Principal Allocation
Amount for the Group I Loans for such
Distribution
Date and the
denominator of
which is the Principal Allocation Amount for all of the
Mortgage Loans for such
Distribution Date.
Group I REMIC Net WAC Rate: For any Distribution Date, a per annum rate
equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the Group I Loans using
the Net Mortgage
Rates
in effect for the Monthly Payments due on
such Mortgage Loans during the related
Due Period, weighted on the basis of the
respective Stated
Principal Balances
thereof for such Distribution Date and (ii) a fraction
equal to 30 divided
by
the actual number of days in the related
Interest Accrual Period.
Group I Weighted Average Maximum Net Mortgage Rate: For any
Distribution
Date, the weighted average of the Maximum Net
Mortgage Rates of the Group I
Loans, multiplied by a fraction equal to 30
divided by the actual number of days
in the related Interest Accrual Period.
Group II Basis Risk Shortfalls: With respect to each Class of the
Class
A-II Certificates and any Distribution
Date, the sum of (a)
with respect to any
Distribution Date on which the Group II Net WAC
Cap Rate, with
respect to the
Class A-II-1 Certificates or Class A-II-2 Net
WAC Cap Rate, with respect to the
Class A-II-2 Certificates, is used to determine the
Pass-Through Rate of
such
Class, an amount equal to the excess of (x) Accrued
Certificate
Interest for
such Class calculated at a per annum rate
equal to the lesser of (i) LIBOR plus
the related Margin for such Distribution Date and (ii) the Group II
Weighted
Average Maximum Net Mortgage Rate,
over (y) Accrued
Certificate
Interest for
such Class calculated using the Group II Net WAC Cap
Rate or Class A-II-2
Net
20
<PAGE>
WAC Cap Rate, as applicable, plus, with
respect to the Class A-II-2 Certificates
only, an amount equal to any reduction
in the Accrued
Certificate Interest
of
the Class A-II-2 Certificates due to the failure of the Hedge Agreements
Provider to make any required Class A-II-2 Hedge Payment with respect to such
Distribution Date, (b) any shortfalls for such Class calculated pursuant to
clause (a) above remaining unpaid from prior Distribution Dates, and (c) one
month's interest on the amount in clause
(b) (based on the number of days in the
preceding Interest Accrual Period) at a per annum
rate equal to LIBOR plus the
related Margin for such Distribution
Date.
Group II Loans: The
Mortgage Loans
designated
on the Mortgage Loan
Schedule attached hereto as Exhibit F-2.
The Group II Loans relate to the Class
A-II Certificates, Class M Certificates, Class B Certificates and Class SB
Certificates.
Group II Net WAC Cap Rate: With respect to any Distribution Date, the
product of (i) a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the Group
II Loans using the Net Mortgage Rates in
effect for the Monthly
Payments due on
such Mortgage Loans during the related Due
Period, weighted on
the basis of the
respective Stated Principal Balances
thereof for such Distribution Date and (ii)
a fraction equal to 30 divided by the actual number of days in the related
Interest Accrual Period.
Group II Principal
Distribution Amount:
For any Distribution Date, the
product of (x) the Class A Principal
Distribution
Amount for such
Distribution
Date and (y) a fraction, the numerator of which is the Principal Allocation
Amount for the Group II Loans for such
Distribution Date and
the denominator of
which is the Principal Allocation Amount for all of the
Mortgage Loans for such
Distribution Date.
Group II REMIC Net WAC Rate: With respect to any Distribution
Date, the
Group II Net WAC Cap Rate for such
Distribution Date.
Group II Weighted Average Maximum Net Mortgage Rate: For any
Distribution Date, the weighted average of
the Maximum Net Mortgage Rates of the
Group II Loans, multiplied by a fraction equal to 30 divided by the actual
number of days in the related Interest
Accrual Period.
Hedge
Agreement:
The Class A-I Hedge Agreement, Class A-II-2 Hedge
Agreement or Subordinate Hedge Agreement,
as applicable.
Hedge Agreements Provider: HSBC Bank USA, National Association,
and its
successors and assigns or any party to any
replacement,
substitute,
collateral
or other arrangement in lieu thereof.
Hedge Payment:
The Class A-I Hedge
Payment, Class A-II-2
Hedge Payment or
Subordinate Hedge Payment, as
applicable.
Hedge Shortfall Amount: For any Distribution Date, the amount, if any,
by which the payment on the Class A
Certificates, Class M Certificates and Class
B Certificates pursuant to Section 4.02(c)(iii)
is paid from the Hedge Payments
for such Distribution Date pursuant to the
provisions thereof or would have been
so paid but for the failure of the Hedge
Agreements
Provider to make a
payment
required under the Hedge Agreements.
Hedge Shortfall
Carry-Forward Amount:
For any Distribution
Date, the
aggregate Hedge Shortfall Amounts for prior
Distribution Dates to the extent not
reimbursed to the Class SB Certificates
pursuant to Section 4.02(c)(xi).
HUD: The United States
Department of Housing and Urban Development.
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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 Cut-off 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
December 2004, the period commencing the Closing Date and ending on the day
preceding the Distribution Date in December 2004, and with respect to any
Distribution Date after the Distribution Date in December 2004, the period
commencing on the Distribution Date in the
month immediately preceding the month
in which such Distribution Date occurs and ending on the day
preceding such
Distribution Date.
Interest Distribution
Amount: For any Distribution Date, the amounts
payable pursuant to Section
4.02(c)(i)-(iii).
Interim
Certification: As
defined in Section 2.02.
Late Collections:
With respect to any Mortgage Loan, all amounts
received during any Due Period,
whether as late
payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent
late
payments or collections of Monthly Payments due but delinquent for a
previous
Due Period and not previously
recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean
of the
London interbank offered rate quotations for
one-month U.S. Dollar
deposits,
expressed on a per annum basis, determined
in accordance with Section 1.02.
LIBOR Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized by law to be closed.
LIBOR
Certificates:
Collectively,
the Class A Certificates, Class M
Certificates and Class B Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately
preceding the
commencement of the related
Interest Accrual Period.
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<PAGE>
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a
defaulted Mortgage
Loan through
trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds and
Subsequent
Recoveries.
Loan Group: Loan Group
I or Loan Group II, as applicable.
Loan Group
I: The Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit
F-1.
Loan Group II: The
Mortgage Loans designated on the Mortgage Loan
Schedule attached hereto as Exhibit
F-2.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the
denominator of which
is the Appraised Value of the related
Mortgaged Property.
Margin: The Class A-I-1 Margin, Class A-I-2 Margin, Class A-I-3
Margin,
Class A-II-1 Margin, Class A-II-2 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 or Class
B Margin, as applicable.
Marker Rate:
With respect to the Class SB
Certificates
or the SB-IO
REMIC III Regular Interest and any
Distribution
Date, in relation to
the REMIC
II Regular Interests LT1, LT2, LT3, LT4 and
LT-Y1, a per annum rate equal to two
(2) times the weighted average of the
Uncertificated REMIC II Pass-Through Rates
for REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3. With
respect to the Class SB Certificates or the
SB-IO REMIC III Regular Interest and
any Distribution Date, in relation to the REMIC II
Regular Interests LT5,
LT6,
LT7, LT8 and LT-Y2, a per annum rate equal
to two (2) times the weighted average
of the Uncertificated REMIC II Pass-Through Rates for
REMIC II Regular Interest
LT6 and REMIC II Regular Interest LT7.
Master Servicer: As
defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing
ownership of 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, December 25, 2034, which is the
Distribution Date occurring in the month
following the last
scheduled monthly
payment of the Mortgage Loans.
Maximum Mortgage
Rate: With respect to any adjustable-rate Mortgage
Loan, the per annum rate indicated on the Mortgage
Loan Schedule as the
"NOTE
CEILING," which rate is the maximum
interest rate that may be applicable to such
Mortgage Loan at any time during the life
of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable-rate
Mortgage
Loan and any date of determination,
the Maximum Mortgage
Rate minus the Expense
Fee Rate.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
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MERS(R) System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number
for Mortgage Loans
registered
with MERS on the MERS(R) System.
Minimum Mortgage
Rate: With respect to any adjustable-rate Mortgage
Loan, a per annum rate equal to the
greater of (i) the Note Margin and (ii) the
rate indicated on the Mortgage Loan
Schedule as the "NOTE FLOOR," which rate may
be applicable to such Mortgage Loan at any
time during the life of such Mortgage
Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject
of a
Servicing Modification.
Modified Net Mortgage
Rate: With respect to
any Mortgage Loan that
is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on
such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Payment:
With respect to any
Mortgage Loan
(including any REO
Property) and the Due Date in any Due
Period, the payment of principal and
interest due thereon in accordance
with the amortization schedule at the time
applicable thereto (after adjustment, if
any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before
any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or
grace
period and before any Servicing
Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Moody's
Investors Service, Inc., or its successors in interest.
Mortgage:
With respect to each
Mortgage Note,
the mortgage, deed of
trust or other comparable instrument creating a first or junior lien on an
estate in fee simple or leasehold
interest in real
property securing a Mortgage
Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any
additional documents
required to be added
to the Mortgage File pursuant to this
Agreement.
Mortgage Loans: Such
of the mortgage loans
transferred and assigned to
the Trustee pursuant to Section 2.01 as from
time to time are held or deemed to
be held as a part of the Trust Fund, the
Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part
of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all
rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans
attached hereto
as Exhibit F-1 and Exhibit F-2 (as amended from time to time to reflect
the
addition of Qualified Substitute Mortgage
Loans), which lists shall set forth at
a minimum the following information as to
each Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
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<PAGE>
(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,
25
<PAGE>
except in the case of the adjustable-rate
Mortgage Loans
indicated by an "X" on
the Mortgage Loan Schedule under the heading "NOTE METHOD"), of the related
Index plus the Note Margin, in each case
subject to the applicable Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage
Rate.
Mortgaged
Property: The underlying real property securing a Mortgage
Loan.
Mortgagor: The obligor
on a Mortgage Note.
Net Mortgage Rate:
With respect to any
Mortgage Loan as of any date of
determination, a per annum rate equal to the
Mortgage Rate for such Mortgage
Loan as of such date minus the related
Expense Fee Rate.
Net WAC Cap Rate: The
Group I Net WAC Cap
Rate, Group II Net WAC Cap
Rate, Class A-II-2 Net WAC Cap Rate or Subordinate Net WAC Cap Rate, as
applicable.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable
Advance: Any Advance
previously made or
proposed to be
made by the Master Servicer or Subservicer in respect
of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the
Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late
Collections,
Insurance Proceeds, Liquidation Proceeds or
REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment
or reimbursement for such advances is
available to it, such Servicing
Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by a certificate of a Servicing
Officer, Responsible Officer or Vice President or its equivalent or senior
officer of the Master Servicer, delivered
to the Depositor, the Trustee, and the
Master Servicer setting forth such
determination, which
shall include any other
information or reports obtained by the Master Servicer such as property
operating statements, rent rolls, property inspection reports and
engineering
reports, which may support such
determinations.
Notwithstanding the above, the
Trustee shall be entitled to rely upon any
determination by the
Master Servicer
that any Advance previously made is a Nonrecoverable Advance or that any
proposed Advance, if made, would constitute
a Nonrecoverable Advance.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Note Margin: With
respect to each
adjustable-rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE
MARGIN," which percentage is added to the
Index on each Adjustment Date to determine (subject to rounding in
accordance
with the related Mortgage Note, the Periodic Cap,
the Maximum Mortgage Rate and
the Minimum Mortgage Rate) the interest rate to be
borne by such Mortgage Loan
until the next Adjustment Date.
Notice: As defined in
Section 4.04.
26
<PAGE>
Notional Amount: With
respect to the Class SB Certificates or the REMIC
III Regular Interest SB-IO, immediately prior to any Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC I Regular
Interests.
Officers' Certificate:
A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the
Master Servicer, as the case may be,
and delivered to the Trustee, as required
by this Agreement.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee, and the Master Servicer, 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, 4.07 or 4.08.
Overcollateralization Amount: With respect to any Distribution
Date, the
excess, if any, of (a) the aggregate
Stated Principal
Balance of the
Mortgage
Loans before giving effect to distributions of principal to be made on
such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of
the
Class A Certificates, Class M Certificates and Class B
Certificates immediately
prior to such date.
Overcollateralization Floor: An amount equal to the product of
0.50% and
the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of (a) Excess Cash Flow for that Distribution Date (to the
extent not used to cover Realized Losses pursuant to clause (iv) of the
definition of Principal Distribution Amount as of such Distribution
Date) and
(b) the excess of (1) the Required Overcollateralization Amount for such
Distribution Date over (2) the Overcollateralization
Amount
for such
Distribution Date.
Overcollateralization Reduction Amount: With respect to any
Distribution
Date on which the Excess Overcollateralization Amount is, after taking into
account all other distributions to be made on such
Distribution Date,
greater
than zero, the Overcollateralization Reduction Amount shall be equal to the
lesser of (i) the Excess
Overcollateralization Amount for that Distribution Date
and (ii) the Principal Remittance Amount on
such Distribution Date.
Ownership Interest:
With respect to any
Certificate, any
ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
Pass-Through Rate:
With respect to each
Class of Class A Certificates,
Class M Certificates and Class B Certificates
and any Distribution Date, the
lesser of (i) LIBOR plus the related Margin and (ii) the related Net WAC Cap
Rate.
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<PAGE>
With respect to the Class SB Certificates and any Distribution Date or
the REMIC III Regular Interest SB-IO, a rate per annum equal to
the percentage
equivalent of a fraction, the numerator of which is the sum of the
amounts
calculated pursuant to clauses (i) through
(viii) below, and the denominator of
which is the aggregate principal balance of
the REMIC II Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
the SB-IO REMIC III Regular Interest, the numerator is equal to the sum
of the
following components:
(i) the Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest LT1 minus the related Marker Rate, applied to a notional
amount
equal to the
Uncertificated
Principal Balance
of REMIC II Regular
Interest LT1;
(ii) the
Uncertificated
Pass-Through Rate for
REMIC II Regular
Interest LT2 minus the related Marker Rate, applied to a notional
amount
equal to the
Uncertificated
Principal Balance
of REMIC II Regular
Interest LT2;
(iii) the
Uncertificated
Pass-Through Rate for REMIC II Regular
Interest LT4 minus twice the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT4;
(iv) the
Uncertificated
Pass-Through Rate for
REMIC II Regular
Interest LT5 minus the related Marker Rate, applied to a notional
amount
equal to the
Uncertificated
Principal Balance
of REMIC II Regular
Interest LT5;
(v) the Uncertificated
Pass-Through
Rate for REMIC II
Regular
Interest LT6 minus the related Marker Rate, applied to a notional
amount
equal to the
Uncertificated
Principal Balance
of REMIC II Regular
Interest LT6;
(vi) the
Uncertificated
Pass-Through Rate for
REMIC II Regular
Interest LT8 minus twice the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT8;
(vii) the
Uncertificated
Pass-Through Rate for REMIC II Regular
Interest LT-Y1 minus
the related
Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT-Y1; and
(viii) the Uncertificated Pass-Through Rate for REMIC II
Regular
Interest LT-Y2 minus the related Marker Rate, applied to a notional
amount equal to the Uncertificated Principal Balance of REMIC II
Regular
Interest LT-Y2.
Paying
Agent: JPMorgan Chase Bank, N.A. or any successor Paying Agent
appointed by the Trustee.
Percentage Interest:
With respect to any
Class A Certificate,
Class M
Certificate or Class B Certificate,
the undivided
percentage ownership interest
in the related Class evidenced by such
Certificate, which
percentage
ownership
interest shall be equal to the Initial
Certificate
Principal Balance thereof
divided by the aggregate Initial Certificate Principal Balance of all of the
Certificates of the same Class. The
Percentage Interest
with respect to a Class
SB Certificate or Class R Certificate shall
be stated on the face thereof.
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<PAGE>
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; and
(vi) other
obligations
or securities that are acceptable to each
Rating Agency as a
Permitted Investment
hereunder and will
not
reduce the rating
assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to
such Certificates
as of the Closing Date
by
such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive
only interest payments with respect
to the underlying debt instrument or (2)
the right to receive both principal and
interest payments derived from obligations underlying such instrument and
the
principal and interest payments with
respect to such instrument provide a yield
to maturity greater than 120% of the yield
to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case
of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and for purposes of this Agreement, any references
herein to the highest rating available on unsecured commercial paper and
short-term debt obligations shall mean the following: A-1 in the case of
29
<PAGE>
Standard & Poor's, P-1 in the case of Moody's and F-1 in the case of Fitch;
provided, however, that any Permitted Investment that is a short-term debt
obligation rated A-1 by Standard &
Poor's must satisfy the following additional
conditions: (i) the total amount of debt
from A-1 issuers must be limited to the
investment of monthly principal and
interest payments (assuming fully amortizing
collateral); (ii) the total amount of A-1
investments
must not represent
more
than 20% of the aggregate outstanding Certificate Principal Balance of the
Certificates and each investment must not
mature beyond 30 days; (iii) the terms
of the debt must have a predetermined fixed dollar amount of principal due at
maturity that cannot vary; and (iv) if the
investments may be
liquidated prior
to their maturity or are being relied on to
meet a certain yield,
interest must
be tied to a single interest rate index plus a single
fixed spread (if any) and
must move proportionately with that
index.
Permitted Transferee:
Any Transferee of a
Class R Certificate,
other
than a Disqualified Organization or
Non-United States Person.
Person: Any
individual,
corporation,
limited
liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Prepayment Assumption:
With respect to the Class A, Class M and Class B
Certificates, the prepayment assumption to be used for
determining the accrual
of original issue discount and premium and
market discount on such Certificates
for federal income tax purposes, which (a) with respect to the fixed-rate
Mortgage Loans, assumes a constant
prepayment rate of one-tenth of 23% per annum
of the then outstanding Stated Principal Balance of the fixed-rate
Mortgage
Loans in the first month of the life of
such Mortgage
Loans and an
additional
one-tenth of 23% per annum in each month
thereafter
until the tenth month,
and
beginning in the tenth month and in each
month thereafter during the life of the
fixed-rate Mortgage Loans, a constant prepayment rate of 23% per annum each
month ("23% HEP") and (b) with respect to the adjustable-rate Mortgage Loans
assumes a prepayment assumption of 2% of the constant
prepayment rate in
month
one, increasing by approximately
2.545% from month 2
until month 12, a constant
prepayment rate of 30% from month 12 to
month 22, a constant
prepayment rate of
50% from month 23 to month 27, and a
constant prepayment rate of 35% thereafter,
used for determining the accrual of original
issue discount and premium and
market discount on the Class A, Class M and Class
B Certificates
for federal
income tax purposes. The constant prepayment rate assumes that the stated
percentage of the outstanding Stated Principal Balance of the adjustable-rate
Mortgage Loans is prepaid over the course
of a year.
Prepayment Interest Shortfall: With respect to any Distribution
Date and
any Mortgage Loan (other than a Mortgage
Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the
excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated
Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar
month, an amount equal to
one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage
Loan) on the amount of such Curtailment.
Prepayment Period:
With respect to any
Distribution Date, the calendar
month preceding the month of
distribution.
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Primary Insurance
Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on
the Mortgage Loan
Schedule with the
exception of code "A23," "A34" or "A96"
under the column "MI CO CODE."
Principal Allocation
Amount: With respect to any Distribution Date, the
sum of (a) the Principal Remittance Amount for that Distribution Date and (b)
the principal portion of any Realized
Losses incurred (or deemed to have
been
incurred) on the Mortgage Loans in the calendar month preceding such
Distribution Date to the extent covered by Excess Cash Flow for such
Distribution Date; provided, that on any Distribution
Date on which there
is
insufficient Excess Cash Flow to cover all
Realized Losses
incurred (or deemed
to have been incurred) on the Mortgage
Loans in the calendar
month preceding
such Distribution Date, in determining the
Group I Principal Distribution Amount
and Group II Principal Distribution Amount, the available
Excess Cash Flow will
be allocated to the Class A-I
Certificates
and Class A-II
Certificates,
pro
rata, based on the principal portion of
Realized Losses on the Group I Loans and
Group II Loans, respectively.
Principal Distribution
Amount: With respect to any Distribution
Date,
the lesser of (a) the sum of (i) the excess
of (x) 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, 4.07 or 4.08 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
pursuant to Section 3.14;
(iv) the
lesser of (1) the Excess Cash Flow for such Distribution Date
and
(2) the
principal portion of
any Realized Losses incurred (or deemed
to have been incurred)
on any Mortgage Loans
in the calendar
month
preceding such Distribution; and
(v)
the lesser of (1) the Excess Cash Flow for such Distribution Date
(to
the extent not used to cover Realized Losses pursuant to clause (iv)
of this definition on such Distribution Date) and (2) the
Overcollateralization Increase Amount for such Distribution
Date;
minus
(vi) (A)
the amount of any Overcollateralization Reduction Amount for
such
Distribution
Date and (B) the amount of any Capitalization
Reimbursement Amount for such Distribution Date.
Principal Prepayment:
Any payment of
principal or other
recovery on a
Mortgage Loan, including a recovery that takes
the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of
its scheduled Due
Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
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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, 4.07 or 4.08, an amount equal
to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased
pursuant to Sections
2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the
Stated Principal Balance thereof plus the
principal portion of any related
unreimbursed
Advances or (b) if
such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the
Stated Principal Balance thereof plus
the principal portion of any related
unreimbursed Advances of such Mortgage Loan
(or REO Property) and (2) the fair market
value thereof plus the principal
portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at
either (a) the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan) plus the rate per
annum at which the Servicing Fee
is calculated, or (b) in the case of a purchase
made by the Master Servicer, at
the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of a
Modified
Mortgage Loan), in each case on the Stated
Principal Balance thereof to the
first day of the month following the month of purchase from the Due Date to
which interest was last paid by the
Mortgagor.
Qualified Substitute
Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a
Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly
payment due in the
month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate
outstanding principal
balance, after
such deduction), not in excess of the Stated
Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of
substitution);
(ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted
Mortgage
Loan at the time of substitution;
(iv) have a remaining
term to stated maturity
not greater than (and not more than one year
less than)
that of the
Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4
of the Assignment
Agreement (other
than the representations and warranties set forth therein with
respect to the
number of loans (including the related
percentage) in excess
of zero which meet
or do not meet a specified criteria); (vi) not be 30 days or more
Delinquent;
(vii) not be subject to the requirements of HOEPA (as defined
in the Assignment
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<PAGE>
Agreement); (viii) have a policy of title
insurance, in the form and amount that
is in material compliance with the Program Guide,
that was effective as
of the
closing of such Mortgage Loan, is valid and binding,
and remains in full
force
and effect, unless the Mortgage Property is located in the State
of Iowa where
an attorney's certificate has been provided as described in
the Program Guide;
(ix) if the Deleted Loan is not a Balloon
Loan, not be a Balloon
Loan; (x) have
a Mortgage Rate that adjusts with the same frequency and based upon the same
Index as that of the Deleted Mortgage Loan; (xi) have a Note Margin not
less
than that of the Deleted Mortgage Loan; (xii) have a Periodic Rate Cap
that is
equal to that of the Deleted Mortgage Loan; and (xiii) have a next
Adjustment
Date no later than that of the Deleted
Mortgage Loan.
Rating Agency:
Standard & Poor's, Fitch and Moody's. If any agency or a
successor is no longer in existence,
"Rating Agency" shall
be such
statistical
credit rating agency, or other comparable
Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss:
With respect to each
Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO
Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated
Principal Balance of the Mortgage
Loan (or
REO Property) as of the date of Cash
Liquidation or REO
Disposition, plus
(ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate
from the
Due Date as to which interest was last paid
or advanced to Certificateholders up
to the last day of the month in which the
Cash Liquidation (or
REO Disposition)
occurred on the Stated Principal Balance of
such Mortgage Loan (or REO Property)
outstanding during each Due Period that such
interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which
such Cash
Liquidation (or REO Disposition)
occurred, to the extent applied as
recoveries
of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any
Subservicer
with respect to related Advances, Servicing Advances or other expenses as to
which the Master Servicer or Subservicer is
entitled to reimbursement thereunder
but which have not been previously reimbursed. With respect to each Mortgage
Loan which is the subject of a Servicing
