EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
JPMORGAN CHASE BANK, N.A.
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
Mortgage Asset-Backed Pass-Through Certificates
Series 2005-RZ3
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>
<C>
ARTICLE I
DEFINITIONS........................................................................7
Section 1.01.
Definitions...............................................................7
Section 1.02. Determination of One-Month
LIBOR.........................................61
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES..................63
Section 2.01. Conveyance of Mortgage
Loans.............................................63
Section 2.02. Acceptance by
Trustee....................................................66
Section 2.03. Representations, Warranties
and Covenants of the Master Servicer
and the
Depositor.......................................................68
Section 2.04. Representations and
Warranties of Sellers................................70
Section 2.05. Execution and Authentication
of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests..................................72
Section 2.06. Purposes and Powers of the
Trust.........................................73
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS..................................74
Section 3.01. Master Servicer to Act as
Servicer.......................................74
Section 3.02. Subservicing Agreements
Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations; Special
Servicing.............75
Section 3.03. Successor
Subservicers...................................................76
Section 3.04. Liability of the Master
Servicer.........................................77
Section 3.05. No Contractual Relationship
Between Subservicer and Trustee or
Certificateholders......................................................77
Section 3.06. Assumption or Termination of
Subservicing Agreements by Trustee..........77
Section 3.07. Collection of Certain
Mortgage Loan Payments; Deposits to
Custodial
Account.......................................................78
Section 3.08. Subservicing Accounts;
Servicing Accounts................................80
Section 3.09. Access to Certain
Documentation and Information Regarding the
Mortgage
Loans..........................................................82
Section 3.10. Permitted Withdrawals from
the Custodial Account.........................82
Section 3.11. Maintenance of Primary
Insurance Coverage................................84
Section 3.12. Maintenance of Fire
Insurance and Omissions and Fidelity Coverage........85
Section 3.13. Enforcement of Due-on-Sale
Clauses; Assumption and Modification
Agreements; Certain
Assignments.........................................86
Section 3.14. Realization Upon Defaulted
Mortgage Loans................................88
Section 3.15. Trustee to Cooperate;
Release of Mortgage Files..........................91
Section 3.16. Servicing and Other
Compensation; Compensating Interest..................92
Section 3.17. Reports to the Trustee and
the Depositor.................................93
Section 3.18. Annual Statement as to
Compliance........................................93
Section 3.19. Annual Independent Public
Accountants' Servicing Report..................94
Section 3.20. Right of the Depositor in
Respect of the Master Servicer.................94
Section 3.21. Advance
Facility.........................................................95
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...................................................99
Section 4.01. Certificate
Account......................................................99
Section 4.02.
Distributions............................................................99
Section 4.03. Statements to
Certificateholders; Statements to Rating Agencies;
Exchange Act
Reporting.................................................103
Section 4.04. Distribution of Reports to
the Trustee and the Depositor; Advances
by the Master
Servicer.................................................107
Section 4.05. Allocation of Realized
Losses...........................................108
Section 4.06. Reports of Foreclosures and
Abandonment of Mortgaged Property...........110
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans...........................110
Section 4.08. Swap
Agreement..........................................................111
ARTICLE V THE
CERTIFICATES.................................................................114
Section 5.01. The
Certificates........................................................114
Section 5.02. Registration of Transfer and
Exchange of Certificates...................116
Section 5.03. Mutilated, Destroyed, Lost
or Stolen Certificates.......................121
Section 5.04. Persons Deemed
Owners...................................................121
Section 5.05. Appointment of Paying
Agent.............................................122
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...........................................123
Section 6.01. Respective Liabilities of
the Depositor and the Master Servicer.........123
Section 6.02. Merger or Consolidation of
the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer.......123
Section 6.03. Limitation on Liability of
the Depositor, the Master Servicer and
Others.................................................................124
Section 6.04. Depositor and Master
Servicer Not to Resign.............................125
ARTICLE VII
DEFAULT........................................................................126
Section 7.01. Events of
Default.......................................................126
Section 7.02. Trustee or Depositor to Act;
Appointment of Successor...................128
Section 7.03. Notification to
Certificateholders......................................129
Section 7.04. Waiver of Events of
Default.............................................129
ARTICLE VIII CONCERNING THE
TRUSTEE........................................................130
Section 8.01. Duties of
Trustee.......................................................130
Section 8.02. Certain Matters Affecting
the Trustee...................................131
Section 8.03. Trustee Not Liable for
Certificates or Mortgage Loans...................133
Section 8.04. Trustee May Own
Certificates............................................133
Section 8.05. Master Servicer to Pay
Trustee's Fees and Expenses; Indemnification.....133
Section 8.06. Eligibility Requirements for
Trustee....................................134
Section 8.07. Resignation and Removal of
the Trustee..................................135
Section 8.08. Successor
Trustee.......................................................136
Section 8.09. Merger or Consolidation of
Trustee......................................136
Section 8.10. Appointment of Co-Trustee or
Separate Trustee...........................136
Section 8.11. Appointment of
Custodians...............................................137
Section 8.12. Appointment of Office or
Agency.........................................138
Section 8.13. DTC Letter of
Representations...........................................138
Section 8.14. Swap
Agreement..........................................................138
ARTICLE IX
TERMINATION.....................................................................139
Section 9.01. Termination Upon Purchase or
Liquidation of All Mortgage Loans..........139
Section 9.02. Additional Termination
Requirements.....................................144
ARTICLE X REMIC
PROVISIONS.................................................................145
Section 10.01. REMIC
Administration....................................................145
Section 10.02. Master Servicer, REMIC
Administrator and Trustee Indemnification........148
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................................150
Section 11.01.
Amendment...............................................................150
Section 11.02. Recordation of Agreement;
Counterparts..................................152
Section 11.03. Limitation on Rights of
Certificateholders..............................153
Section 11.04. Governing
Law...........................................................153
Section 11.05.
Notices.................................................................154
Section 11.06. Notices to Rating
Agencies..............................................154
Section 11.07. Severability of
Provisions..............................................155
Section 11.08. Supplemental Provisions for
Resecuritization............................155
Section 11.09. Intended Third Party
Beneficiary........................................156
</TABLE>
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
Form of Class SB Certificate
Exhibit D
Form of Class R Certificate
Exhibit E
Form of Custodial Agreement
Exhibit F
Mortgage Loan Schedule
Exhibit G
Form of Request for Release
Exhibit H-1 Form
of Transfer Affidavit and Agreement
Exhibit H-2 Form
of Transferor Certificate
Exhibit I
Form of Investor Representation Letter
Exhibit J
Form of Transferor Representation Letter
Exhibit K
Form of Form 10-K Certification
Exhibit L Form of Back-Up Certification to Form 10-K Certification Exhibit M
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N Form of
Rule 144A Investment Representation Exhibit O Form of ERISA Representation
Letter for Class SB Certificates Exhibit P
Form of ERISA
Representation
Letter
for Class M
Certificates
Exhibit Q
Information to be
Provided by the
Master
Servicer to the Rating Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit R
Schedule of Swap Agreement Notional Balances
Exhibit S
Swap Agreement
<PAGE>
This Pooling and Servicing Agreement, effective as of September 1,
2005,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., 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
seventeen classes, which in the aggregate will
evidence the entire
beneficial
ownership interest in the Mortgage Loans (as
defined herein) and
certain other
related assets.
REMIC I
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the Mortgage Loans and certain
other related assets (exclusive of the Swap Account and the Swap
Agreement)
subject to this Agreement as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC I." The Class
R-I Certificates
will represent the
sole Class of "residual interests" in REMIC I for purposes of the REMIC
Provisions (as defined herein) under
federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the "Uncertificated
REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for
each of the "regular interests" in REMIC I (the "REMIC I Regular
Interests").
The "latest possible maturity date" (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the REMIC I Regular
Interests will be certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED
REMIC I
INITIAL UNCERTIFICATED REMIC I LATEST
POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S>
<C>
<C>
<C>
I-1-A
Variable(1)
$994,681.47
September 2035
I-1-B
Variable(1)
$994,681.47
September 2035
I-2-A
Variable(1)
$1,506,275.82
September 2035
I-2-B
Variable(1)
$1,506,275.82
September 2035
I-3-A
Variable(1)
$2,023,738.85
September 2035
I-3-B
Variable(1)
$2,023,738.85
September 2035
I-4-A
Variable(1)
$2,686,992.34
September 2035
I-4-B
Variable(1)
$2,686,992.34
September 2035
I-5-A
Variable(1)
$3,056,932.17
September 2035
I-5-B
Variable(1)
$3,056,932.17
September 2035
I-6-A
Variable(1)
$3,565,966.24
September 2035
I-6-B
Variable(1)
$3,565,966.24
September 2035
I-7-A
Variable(1)
$4,063,120.71
September 2035
I-7-B
Variable(1)
$4,063,120.71
September 2035
I-8-A
Variable(1)
$4,543,544.32
September 2035
I-8-B
Variable(1)
$4,543,544.32
September 2035
I-9-A
Variable(1)
$5,002,331.29
September 2035
I-9-B
Variable(1)
$5,002,331.29
September 2035
I-10-A
Variable(1)
$5,434,503.55
September 2035
I-10-B
Variable(1)
$5,434,503.55
September 2035
I-11-A
Variable(1)
$5,835,594.04
September 2035
I-11-B
Variable(1)
$5,835,594.04
September 2035
I-12-A
Variable(1)
$6,200,450.11
September 2035
I-12-B
Variable(1)
$6,200,450.11
September 2035
I-13-A
Variable(1)
$5,906,047.79
September 2035
I-13-B
Variable(1)
$5,906,047.79
September 2035
I-14-A
Variable(1)
$5,625,690.31
September 2035
I-14-B
Variable(1)
$5,625,690.31
September 2035
I-15-A
Variable(1)
$5,358,704.91
September 2035
I-15-B
Variable(1)
$5,358,704.91
September 2035
I-16-A
Variable(1)
$5,104,451.21
September 2035
I-16-B
Variable(1)
$5,104,451.21
September 2035
I-17-A
Variable(1)
$4,862,319.58
September 2035
I-17-B
Variable(1)
$4,862,319.58
September 2035
I-18-A
Variable(1)
$4,631,729.72
September 2035
I-18-B
Variable(1)
$4,631,729.72
September 2035
I-19-A
Variable(1)
$4,412,129.11
September 2035
I-19-B
Variable(1)
$4,412,129.11
September 2035
I-20-A
Variable(1)
$4,202,991.90
September 2035
I-20-B
Variable(1)
$4,202,991.90
September 2035
I-21-A
Variable(1)
$5,035,735.68
September 2035
I-21-B
Variable(1)
$5,035,735.68
September 2035
I-22-A
Variable(1)
$35,022,599.21
September 2035
I-22-B
Variable(1)
$35,022,599.21
September 2035
I-23-A
Variable(1)
$2,042,074.68
September 2035
I-23-B
Variable(1)
$2,042,074.68
September 2035
I-24-A
Variable(1)
$1,948,400.38
September 2035
I-24-B
Variable(1)
$1,948,400.38
September 2035
I-25-A
Variable(1)
$1,859,061.84
September 2035
I-25-B
Variable(1)
$1,859,061.84
September 2035
I-26-A
Variable(1)
$1,773,856.70
September 2035
I-26-B
Variable(1)
$1,773,856.70
September 2035
I-27-A
Variable(1)
$1,692,592.14
September 2035
I-27-B
Variable(1)
$1,692,592.14
September 2035
I-28-A
Variable(1)
$1,615,084.39
September 2035
I-28-B
Variable(1)
$1,615,084.39
September 2035
I-29-A
Variable(1)
$1,541,158.31
September 2035
I-29-B
Variable(1)
$1,541,158.31
September 2035
I-30-A
Variable(1)
$1,470,646.99
September 2035
I-30-B
Variable(1)
$1,470,646.99
September 2035
I-31-A
Variable(1)
$1,403,391.35
September 2035
I-31-B
Variable(1)
$1,403,391.35
September 2035
I-32-A
Variable(1)
$1,339,239.82
September 2035
I-32-B
Variable(1)
$1,339,239.82
September 2035
I-33-A
Variable(1)
$1,401,786.60
September 2035
I-33-B
Variable(1)
$1,401,786.60
September 2035
I-34-A
Variable(1)
$2,350,056.48
September 2035
I-34-B
Variable(1)
$2,350,056.48
September 2035
I-35-A
Variable(1)
$13,834,079.16
September 2035
I-35-B
Variable(1)
$13,834,079.16
September 2035
I-36-A
Variable(1)
$421,226.11
September 2035
I-36-B
Variable(1)
$421,226.11
September 2035
I-37-A
Variable(1)
$404,630.36
September 2035
I-37-B
Variable(1)
$404,630.36
September 2035
I-38-A
Variable(1)
$388,687.56
September 2035
I-38-B
Variable(1)
$388,687.56
September 2035
I-39-A
Variable(1)
$373,372.06
September 2035
I-39-B
Variable(1)
$373,372.06
September 2035
I-40-A
Variable(1)
$358,659.16
September 2035
I-40-B
Variable(1)
$358,659.16
September 2035
I-41-A
Variable(1)
$344,525.16
September 2035
I-41-B
Variable(1)
$344,525.16
September 2035
I-42-A
Variable(1)
$330,947.32
September 2035
I-42-B
Variable(1)
$330,947.32
September 2035
I-43-A
Variable(1)
$317,903.74
September 2035
I-43-B
Variable(1)
$317,903.74
September 2035
I-44-A
Variable(1)
$305,373.40
September 2035
I-44-B
Variable(1)
$305,373.40
September 2035
I-45-A
Variable(1)
$293,336.15
September 2035
I-45-B
Variable(1)
$293,336.15
September 2035
I-46-A
Variable(1)
$281,772.56
September 2035
I-46-B
Variable(1)
$281,772.56
September 2035
I-47-A
Variable(1)
$270,664.02
September 2035
I-47-B
Variable(1)
$270,664.02
September 2035
I-48-A
Variable(1)
$6,573,443.31
September 2035
I-48-B
Variable(1)
$6,573,443.31
September 2035
A-I
Variable(1)
$9,975,032.44
September 2035
</TABLE>
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
REMIC II
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the
REMIC I Regular Interests
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>
INITIAL UNCERTIFICATED
UNCERTIFICATED REMIC II
REMIC II
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S> <C>
<C>
<C>
<C>
LT1
Variable(1)
$349,942,342.27
September 2035
LT2
Variable(1)
$12,309.84
September 2035
LT3
Variable(1)
$22,690.17
September 2035
LT4
Variable(1)
$22,690.17
September 2035
LT-IO
Variable(1)
(2)
September 2035
</TABLE>
_______________
(1) Calculated
as provided in the
definition
of Uncertificated REMIC II
Pass-Through Rate.
(2) REMIC
II Regular Interest LT-IO will not have an Uncertificated
Principal Balance
but will accrue interest on its uncertificated
notional amount
calculated
in accordance with the definition of
"Uncertificated Notional Amount" herein.
<PAGE>
REMIC III
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the REMIC II Regular
Interests as a
REMIC for federal income tax purposes,
and such segregated pool of assets will
be designated as REMIC III. The Class R-III
Certificates will represent the sole
Class of "residual interests" in REMIC III for
purposes of the REMIC Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, Pass-Through Rate, aggregate
Initial Certificate Principal Balance,
certain features, month of Final Scheduled
Distribution Date and initial ratings
for each Class of Certificates comprising the interests
representing
"regular
interests" in REMIC III. The "latest
possible maturity date" (determined solely
for purposes of satisfying Treasury
Regulation Section
1.860G-1(a)(4)(iii)) for
each Class of REMIC III Regular Certificates shall be the Maturity Date.
<TABLE>
<CAPTION>
MONTH OF
AGGREGATE
FINAL
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>
Class A-1 Regular(1)
Adjustable $ 142,401,000.00
Senior/Adjustable Rate September 2035 AAA Aaa
AAA
Class A-2 Regular(1)
Adjustable $ 116,001,000.00
Senior/Adjustable Rate September 2035 AAA Aaa
AAA
Class A-3 Regular(1)
Adjustable
$ 20,723,000.00
Senior/Adjustable Rate September 2035 AAA Aaa
AAA
Class M-1 Regular(1)
Adjustable(2)(3)$ 11,550,000.00
Mezzanine/Adjustable September 2035
AA+
Aa1
AA+
Rate
Class M-2 Regular(1)
Adjustable(2)(3)$ 10,850,000.00
Mezzanine/Adjustable September 2035
AA+
Aa2
AA
Rate
Class M-3 Regular(1)
Adjustable(2)(3)$ 7,350,000.00
Mezzanine/Adjustable September 2035
AA
Aa3
AA
Rate
Class M-4 Regular(1)
Adjustable(2)(3)$ 5,600,000.00
Mezzanine/Adjustable September 2035
AA
A1 AA-
Rate
Class M-5 Regular(1)
Adjustable(2)(3)$ 5,775,000.00
Mezzanine/Adjustable September 2035
AA-
A2
A+
Rate
Class M-6 Regular(1)
Adjustable(2)(3)$ 4,900,000.00
Mezzanine/Adjustable September 2035
A+
A3
A
Rate
Class M-7 Regular(1)
Adjustable(2)(3)$ 4,900,000.00
Mezzanine/Adjustable September 2035
A
Baa1
A-
Rate
Class M-8 Regular(1)
Adjustable(2)(3)$ 3,325,000.00
Mezzanine/Adjustable September 2035
A
Baa2
A-
Rate
Class M-9 Regular(1)
Adjustable(2)(3)$ 3,150,000.00
Mezzanine/Adjustable September 2035
A-
Baa3
BBB+
Rate
Class M-10 Regular(1)
Adjustable(2)(3)$ 3,500,000.00
Mezzanine/Adjustable September 2035
BBB+
Ba1 BBB
Rate
Class SB
Regular (4) N/A
$
9,975,032.44
Subordinate
N/A
N/A N/A
N/A
R-I
N/A
Residual
N/A
N/A N/A
N/A
R-II
N/A
Residual
N/A
N/A N/A
N/A
R-III
N/A
Residual
N/A
N/A N/A
N/A
</TABLE>
_______________
(1) This Class of Certificates represents ownership of a REMIC III Regular
Interest together with (i) certain rights to payments to be made from
amounts received under the Swap Agreement which will be deemed made for
federal income tax
purposes outside of
REMIC III by the holder of the Class
SB Certificates as the owner of the Swap Agreement
and (ii) the obligation
to pay the Class IO
Distribution
Amount. Any amount distributed on this
Class of Certificates on any Distribution Date in excess of the amount
distributable on the
related REMIC III Regular Interest on such Distribution
Date shall be treated
for federal
income tax
purposes as having
been paid
from the Swap Account
and any amount distributable on such REMIC III Regular
Interest on such
Distribution Date in excess of the amount distributable on
such Class of
Certificates
on such Distribution Date shall be treated as
having been paid to the Swap Account, all pursuant to and as further
provided in Section
4.08 hereof.
(2) The REMIC III Regular Interests ownership of which is represented by the
Class A and Class M
Certificates,
will accrue interest
at a per annum rate
equal to LIBOR plus
the applicable Margin,
each subject to a payment cap as
described in the
definition of
"Pass-Through
Rate" and the
provisions for
the payment of Basis
Risk Shortfalls herein, which payments will not be part
of the entitlement of the REMIC III Regular Interests related to such
Certificates.
(3) The Class A and Class M Certificates will also entitle their holders to
certain payments from the Holder of the
Class SB Certificates
from amounts
to which the related
REMIC III Regular Interest is entitled and from amounts
received under the Swap Agreement, which will not be a part of their
ownership of the REMIC
III Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the
definition of Accrued
Certificate Interest.
The Class SB
Certificates will
not accrue interest on
their Certificate
Principal Balance. The Class SB
Certificates
will be comprised of two REMIC III regular interests, a
principal only regular interest designated SB-PO and an interest only
regular interest
designated SB-IO,
which will be entitled
to distributions
as set forth herein.
The rights of the
Holder of the Class SB
Certificates
to payments from the Swap Agreement shall be outside and apart from its
rights under the REMIC
III Regular Interests SB-IO and SB-PO.
(5) REMIC III Regular Interest IO will be held as an
asset of the Swap
Account
established by the
Trustee.
(6) For federal income tax purposes, REMIC
III Regular Interest IO will not have
a Pass-Through Rate,
but will be entitled to 100% of the amounts distributed
on REMIC II Regular
Interest LT-IO.
(7) For federal income tax purposes, REMIC
III Regular Interest IO will not have
an Uncertificated
Principal Balance,
but will have a
notional amount equal
to the Uncertificated
Notional Amount of REMIC II Regular Interest LT-IO.
In consideration
of the mutual agreements herein contained, the
Depositor, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and
each Class of Class A Certificates and
Class M Certificates,
an amount equal to
interest accrued during the related
Interest Accrual
Period on the Certificate
Principal Balance thereof immediately prior to such Distribution Date at the
related Pass-Through Rate for that
Distribution Date.
The amount of Accrued Certificate Interest on each Class of
Certificates
shall be reduced by the amount of (a) Prepayment Interest Shortfalls on the
Mortgage Loans during the prior calendar month (to the extent not covered
by
Eligible Master Servicing Compensation pursuant to Section
3.16) and Relief Act
Shortfalls on Mortgage Loans during the related Due Period, in each case
allocated to each Class of Certificates pro rata, on the basis of Accrued
Certificate Interest payable on such
Distribution Date
absent such reductions;
and (b) the interest portion of Realized Losses
allocated to such Class through
Subordination as described in Section
4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day
year
and the actual number of days in the
related Interest Accrual Period.
With respect to each
Distribution Date and
the Class SB
Certificates,
interest accrued during the preceding Interest Accrual Period at the
Pass-Through Rate on the Uncertificated Notional Amount as specified in the
definition of Pass-Through Rate, immediately prior to such
Distribution Date,
reduced by any interest shortfalls with
respect to the Mortgage Loans, including
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest pursuant to Section 3.16 or by Excess Cash Flow pursuant to Section
4.02(c)(v) and (vi). Accrued Certificate Interest on the Class SB
Certificates
shall accrue on the basis of a 360-day year
and the actual number of days in the
related Interest Accrual Period.
Adjusted Mortgage
Rate: With respect to
any Mortgage Loan and any date
of determination, the Mortgage Rate borne
by the related Mortgage Note, less the
rate at which the related Subservicing Fee
accrues.
Adjustment Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on which an adjustment to
the
interest rate on such Mortgage Loan becomes
effective.
Advance: With
respect to any
Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section
4.04.
Affected Party: As
defined in the Swap Agreement.
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities, by contract or otherwise; and the
terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This
Pooling and
Servicing Agreement and all amendments
hereof and supplements hereto.
Amount Held for Future
Distribution: With
respect to any
Distribution
Date, the total of the amounts
held in the
Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Insurance Proceeds, Principal
Prepayments,
Subsequent Recoveries, REO
Proceeds, Mortgage Loan purchases made
pursuant to Section 2.02, 2.03, 2.04 or
4.07 and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04
received or made in the month of such Distribution Date (other than such
Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, REO
Proceeds
and purchases of Mortgage Loans that the
Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled
payments of principal
and
interest due on a date or dates
subsequent
to the Due Date in the
related Due
Period.
Appraised Value:
With respect to any
Mortgaged Property, one of the
following: (i) the lesser of (a) the
appraised value of such Mortgaged Property
based upon the appraisal or appraisals (or
field review) made at the time of the
origination of the related Mortgage Loan, and (b) the sales price of the
Mortgaged Property at such time of origination, or (ii) in the case of a
Mortgaged Property securing a refinanced or modified
Mortgage Loan, one of (1)
the appraised value based upon the appraisal
made at the time of origination of
the loan which was refinanced or modified,
(2) the appraised value determined in
an appraisal made at the time of
refinancing or
modification
or (3) the sales
price of the Mortgaged Property.
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.
Available Distribution Amount: With respect to any Distribution
Date, an
amount equal to (a) the sum of (i) the
amount 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, (iii) any
amount deposited in the Certificate
Account on the related Certificate Account Deposit Date pursuant to
the second
paragraph of Section 3.12(a), (iv) any amount that the Master
Servicer is not
permitted to withdraw from the Custodial
Account pursuant to
Section 3.16(e) in
respect of the Mortgage Loans and (v) any amount
deposited in the
Certificate
Account pursuant to Section 4.07 or 9.01,
reduced by (b) the sum as of the close
of business on the immediately preceding
Determination Date of
(i) any payments
or collections consisting of prepayment charges
on the Mortgage Loans that were
received during the related Prepayment
Period, (ii) the Amount Held for
Future
Distribution, (iii) amounts permitted to be withdrawn by the
Master Servicer
from the Custodial Account pursuant to
clauses (ii)-(x),
inclusive, of
Section
3.10(a), and (iv) any Net Swap Payments required to be made to the Swap
Counterparty and Swap Termination Payments not due to a Swap Counterparty
Trigger Event for such Distribution
Date.
Balloon Loan:
Each of the Mortgage
Loans having an original term to
maturity that is shorter than the related
amortization term.
Balloon Payment:
With respect to any
Balloon Loan, the related Monthly
Payment payable on the stated maturity date
of such Balloon Loan.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Basis Risk Shortfall:
Any Class A Basis Risk Shortfall or Class M Basis
Risk Shortfall.
Basis Risk
Shortfall Carry-Forward Amount: Any Class A Basis Risk
Shortfall Carry-Forward Amount or Class M Basis Risk
Shortfall Carry-Forward
Amount.
Book-Entry
Certificate: Any
Certificate registered
in the name of the
Depository or its nominee.
Business Day:
Any day other than (i)
a Saturday or a Sunday
or (ii) a
day on which banking institutions in the State of New York, the State of
California, the State of Texas, the State of
Minnesota or the State of Illinois
(and such other state or states in which the Custodial Account or the
Certificate Account are at the time
located) are required
or authorized by law
or executive order to be closed.
Calendar Quarter: A Calendar Quarter shall consist of one of the
following time periods in any given year:
January 1 through
March 31, April 1
through June 30, July 1 through September
30, and October 1 through December 31.
Capitalization
Reimbursement Amount:
With respect to any
Distribution
Date, the amount of unreimbursed
Advances or Servicing
Advances that were added
to the Stated Principal Balance of the Mortgage Loans during the preceding
calendar month and reimbursed to the Master
Servicer or Subservicer pursuant to
Section 3.10(a)(vii) on or prior to such
Distribution Date.
Cash Liquidation: With respect to any defaulted Mortgage Loan other
than
a Mortgage Loan as to which an REO
Acquisition occurred,
a determination by the
Master Servicer that it has received all Insurance Proceeds, Liquidation
Proceeds and other payments or cash recoveries which the Master Servicer
reasonably and in good faith expects to be
finally recoverable
with respect to
such Mortgage Loan.
Certificate: Any Class
A Certificate,
Class M Certificate, Class 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 Mortgage
Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2005-RZ3" and which account shall be held for the benefit of the
Certificateholders and which must be an
Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution
Date,
the Business Day prior thereto.
Certificateholder or
Holder: The Person in
whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for any purpose hereof. Solely
for the purpose of giving any consent
or direction pursuant to this Agreement,
any Certificate,
other than a Class
R
Certificate, registered in the name of the
Depositor, the Master Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and
the Percentage Interest or Voting Rights
evidenced thereby shall not be taken
into account in determining whether the
requisite amount of Percentage Interests
or Voting Rights necessary to effect any such
consent or
direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate
Owners as they may
indirectly
exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or
"Certificateholder"
only the Person in
whose name a Certificate is registered in
the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person
who is the beneficial owner of such
Certificate, as reflected on the books of an
indirect participating brokerage firm for
which a Depository Participant acts as
agent, if any, and otherwise on the books
of a Depository
Participant, if
any,
and otherwise on the books of the
Depository.
Certificate Principal
Balance: With respect
to any Class A Certificate
or Class M Certificate, on any date of
determination, an amount equal to:
(i) the
Initial Certificate
Principal Balance of such Certificate as
specified on the face thereof, minus
(ii) the
sum of (x) the aggregate of all amounts previously
distributed with
respect to such Certificate (or any predecessor
Certificate) and
applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02(c) and (y) the
aggregate
of all reductions
in Certificate Principal Balance of such
Certificates deemed to
have occurred in connection with Realized
Losses which were
previously allocated
to such Certificate
(or
any predecessor Certificate) pursuant to Section 4.05;
provided, that with respect to any
Distribution Date, the Certificate Principal
Balances of the Class A Certificates and
Class M Certificates will be increased,
in each case to the extent of Realized
Losses previously
allocated thereto
and
remaining unreimbursed, to the extent of Subsequent
Recoveries in the following
order of priority: first to the Class A
Certificates, pro
rata, and then to the
Class M-1 Certificates , Class M-2
Certificates, Class
M-3 Certificates , Class
M-4 Certificates , Class M-5
Certificates , Class
M-6 Certificates , Class M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10
Certificates, in that order.
With respect to any Class SB Certificate, on any date of determination,
an amount equal to the Percentage Interest evidenced by such Certificate
multiplied by an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of
the Class A Certificates and Class M
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 Basis Risk
Shortfall:
With respect to each Class of Class A
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) the lesser of (a) Accrued Certificate Interest on that Class of
Certificates on such Distribution Date,
calculated at a rate
equal to One-Month
LIBOR plus the related Margin, as
calculated for such Distribution Date, and (b)
11.00% per annum, over (y) Accrued
Certificate Interest on such Class of Class A
Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class A Basis Risk Shortfall Carry-Forward Amount: With respect
to each
Class of Class A Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Class A Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class A
Basis Risk Shortfall Carry-Forward Amount
for such Class remaining unpaid from the
preceding Distribution
Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
Excess Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate
equal to the related Pass-Through Rate.
Class A Certificates:
Collectively, the
Class A-1 Certificates, Class
A-2 Certificates and Class A-3
Certificates.
Class A Principal
Distribution Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date or on or after the Stepdown Date if a
Trigger Event is in effect for that Distribution Date, the Principal
Distribution Amount for that Distribution Date or (b) on or
after the Stepdown
Date if a Trigger Event is not in effect
for that Distribution
Date, the lesser
of:
(i) the
Principal Distribution Amount for that Distribution Date; and
(ii) the
excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class A
Certificates
immediately prior to
that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class A-1 Certificate: Any one of the Class A-1 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to
the Class M Certificates, the Class
SB Certificates and the Class R
Certificates with
respect to distributions and
the allocation of Realized Losses in respect of the Mortgage
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,
(ii) the right to
receive payments under the Swap Agreement and (iii) the obligation
to pay the
Class IO Distribution Amount.
Class A-1 Margin:
Initially, 0.130% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.260% per annum.
Class A-2 Certificate: Any one of the Class A-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to
the Class M Certificates, the Class
SB Certificates and the Class R
Certificates with
respect to distributions and
the allocation of Realized Losses in respect of the Mortgage
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,
(ii) the right to
receive payments under the Swap Agreement and (iii) the obligation
to pay the
Class IO Distribution Amount.
Class A-2 Margin:
Initially, 0.270% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.540% per annum.
Class A-3 Certificate: Any one of the Class A-3 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit A, senior to
the Class M Certificates, the Class
SB Certificates and the Class R
Certificates with
respect to distributions and
the allocation of Realized Losses in respect of the Mortgage
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,
(ii) the right to
receive payments under the Swap Agreement and (iii) the obligation
to pay the
Class IO Distribution Amount.
Class A-3 Margin:
Initially, 0.400% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.800% per annum.
Class IO Distribution
Amount: As defined in Section 4.08(f) hereof. For
purposes of clarity, the Class IO Distribution Amount
for any Distribution Date
shall equal the amount payable to the Swap
Account on such
Distribution Date in
excess of the amount payable on REMIC III Regular Interest IO on such
Distribution Date, all as further provided
in Section 4.08(b) hereof.
Class M Basis Risk
Shortfall:
With respect to each Class of Class M
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) the lesser of (a) Accrued Certificate Interest on that Class of
Certificates on such Distribution Date,
calculated at a rate
equal to One-Month
LIBOR plus the related Margin, as
calculated for such Distribution Date, and (b)
11.00% per annum, over (y) Accrued
Certificate Interest on such Class of Class M
Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class M Basis Risk Shortfall Carry-Forward Amount: With respect
to each
Class of Class M Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Class M Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class M
Basis Risk Shortfall Carry-Forward Amount
for such Class remaining unpaid from the
preceding Distribution
Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
Excess Cash Flow or the Swap Agreement pursuant to this Agreement, at a rate
equal to the related Pass-Through Rate.
Class M Certificates:
Collectively, the
Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates and
Class M-10 Certificates.
Class M-1 Certificate: Any one of the Class M-1 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-2 Certificates,
the
Class M-3 Certificates, the Class M-4 Certificates, the
Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates,
the Class M-10 Certificates, the Class
SB Certificates and the Class R
Certificates with
respect to distributions and
the allocation of Realized
Losses as set forth in
Section 4.05, and evidencing
(i) an interest designated as a "regular interest"
in REMIC III for purposes of
the REMIC Provisions, (ii) the right to receive payments under the Swap
Agreement and (iii) the obligation to pay
the Class IO Distribution Amount.
Class M-1 Margin:
Initially, 0.480% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.720% per annum.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount or (b) on or after the
Stepdown Date
if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates
(after
taking into
account the payment of the Class A Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate Principal
Balance of the Class M-1 Certificates
immediately prior to
that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated
Principal Balance of
the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-3 Certificates,
the
Class M-4 Certificates, the Class M-5 Certificates, the
Class M-6 Certificates,
the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9
Certificates, the Class M-10 Certificates, the Class SB Certificates
and the
Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the right to receive
payments under the Swap Agreement and
(iii) the obligation to pay the Class IO
Distribution Amount.
Class M-2 Margin:
Initially, 0.500% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.750% per annum.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount and the Class M-1 Principal
Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date,
the lesser of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount and the Class M-1 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal
Balance of the Class A
Certificates and
Class M-1 Certificates (after taking into account the payment
of
the Class A
Principal Distribution Amount and the Class M-1
Principal Distribution
Amount for that
Distribution Date)
and
(2) the Certificate Principal Balance of the Class M-2
Certificates
immediately prior to
that Distribution Date
over
(B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization
Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-4 Certificates,
the
Class M-5 Certificates, the Class M-6 Certificates, the
Class M-7 Certificates,
the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10
Certificates, the Class SB Certificates and the Class R Certificates with
respect to distributions and the allocation of Realized
Losses as set forth in
Section 4.05, and evidencing (i) an
interest designated as
a "regular interest"
in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive
payments under the Swap Agreement and (iii) the obligation
to pay the Class IO
Distribution Amount.
Class M-3 Margin:
Initially, 0.550% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.825% per annum.
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount and the Class M-2 Principal Distribution Amount or (b) on or after the
Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date,
the lesser of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution
of the Class A
Principal Distribution
Amount, the Class M-1 Principal Distribution Amount and the
Class
M-2 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1 Certificates and
Class M-2 Certificates
(after taking into
account the
payment of the Class A Principal Distribution
Amount, the Class M-1
Principal Distribution Amount and the
Class M-2 Principal
Distribution Amount
for that
Distribution
Date) and (2) the Certificate Principal Balance of the Class
M-3
Certificates
immediately prior to
that Distribution Date
over
(B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization
Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-5 Certificates,
the
Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates,
the Class M-9 Certificates, the Class M-10 Certificates, the Class SB
Certificates and the Class R Certificates
with respect to
distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions, (ii) the right to receive
payments under the
Swap Agreement
and (iii) the obligation to pay the Class
IO Distribution Amount.
Class M-4 Margin:
Initially, 0.620% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 0.930% per annum.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal
Distribution Amount
and the Class M-3 Principal
Distribution Amount or (b) on or after the
Stepdown Date if a
Trigger Event is
not in effect for that Distribution Date,
the lesser of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1
Principal Distribution
Amount, the Class
M-2 Principal
Distribution
Amount and the Class
M-3 Principal
Distribution Amount ; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates,
Class M-2 Certificates and Class M-3
Certificates (after taking into account the payment of the
Class
A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount, the Class M-2 Principal Distribution
Amount
and the Class M-3 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class
M-4 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-6 Certificates,
the
Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates,
the Class M-10 Certificates, the Class SB Certificates and the Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC III for
purposes of the REMIC Provisions, (ii) the
right to receive payments under the Swap Agreement and (iii)
the obligation to
pay the Class IO Distribution Amount.
Class M-5 Margin:
Initially, 0.680% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.020% per annum.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, 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, 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, Class M-3 Principal Distribution Amount
and
the
Class
M-4 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class
M-5 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-7 Certificates,
the
Class M-8 Certificates, the Class M-9
Certificates, the Class M-10 Certificates,
the Class SB Certificates and the Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
III for purposes of the REMIC Provisions, (ii) the right to receive
payments
under the Swap Agreement and (iii) the obligation to pay the Class IO
Distribution Amount.
Class M-6 Margin:
Initially, 0.750% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.125% per annum.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, 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,
Class
M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount and
the Class M-5 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates and Class M-5 Certificates
(after taking into
account the payment of the Class A Principal
Distribution Amount,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount and the Class M-5 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of
the Class
M-6 Certificates immediately prior to that
Distribution Date over
(B) the lesser of (x) the product of (1)
the applicable
Subordination
Percentage and (2) the
aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to distributions to be made on that Distribution Date
and
(y) the excess, if any, of the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be
made on that
Distribution Date,
over the
Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-8 Certificates,
the
Class M-9 Certificates, the Class M-10 Certificates,
the Class SB
Certificates
and the Class R Certificates with respect
to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the right to receive
payments under the Swap Agreement and
(iii) the obligation to pay the Class IO
Distribution Amount.
Class M-7 Margin:
Initially, 1.200% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 1.800% per annum.
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount, 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,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
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,
Class M-3 Principal
Distribution
Amount,
Class M-4 Principal
Distribution
Amount, Class M-5 Principal
Distribution Amount
and the Class M-6
Principal Distribution
Amount for
that Distribution Date) and (2) the Certificate
Principal Balance
of the Class M-7 Certificates immediately
prior to that
Distribution
Date over (B) the
lesser of (x) the
product of (1) the applicable Subordination Percentage and (2)
the aggregate Stated
Principal Balance of the Mortgage
Loans
after giving
effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to
distributions to be made on that Distribution Date,
over the Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1,
senior to the Class
M-9 Certificates,
the
Class M-10 Certificates, the Class SB Certificates and the
Class R Certificates
with respect to distributions and the
allocation of Realized Losses as set forth
in Section 4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC III for purposes of the
REMIC Provisions,
(ii) the right to
receive payments under the Swap Agreement and (iii) the obligation
to pay the
Class IO Distribution Amount.
Class M-8 Margin:
Initially, 1.350% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 2.025% per annum.
Class M-8 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, the Class M-6
Principal Distribution
Amount and
the Class M-7 Principal Distribution Amount
or (b) on or after the Stepdown Date
if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1
Principal Distribution
Amount, the Class
M-2 Principal
Distribution
Amount,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal
Distribution Amount, the Class M-6 Principal
Distribution Amount
and the Class M-7 Principal Distribution
Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates,
Class M-6 Certificates and Class M-7 Certificates (after taking
into account the
payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal
Distribution
Amount,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal Distribution Amount, the Class M-6
Principal
Distribution Amount
and the Class M-7
Principal Distribution
Amount for
that Distribution Date) and (2) the Certificate
Principal Balance
of the Class M-8 Certificates immediately
prior to that
Distribution Date over
(B) the lesser of (x) the
product of (1) the applicable Subordination Percentage and (2)
the aggregate Stated
Principal Balance of the Mortgage
Loans
after giving
effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated Principal
Balance of the
Mortgage Loans after giving
effect to
distributions to be made on that Distribution Date,
over the Overcollateralization Floor.
Class M-9 Certificate: Any one of the Class M-9 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B-1, senior
to the Class M-10
Certificates, the
Class SB Certificates and the Class R
Certificates with respect to distributions
and the allocation of Realized Losses as set forth in Section 4.05, and
evidencing (i) an interest designated as a "regular
interest" in REMIC III
for
purposes of the REMIC Provisions, (ii) the right to receive payments
under the
Swap Agreement and (iii) the obligation to
pay the Class IO Distribution Amount.
Class M-9 Margin:
Initially, 1.800% per
annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 2.700% per annum.
Class M-9 Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, the Class M-6
Principal Distribution Amount, the
Class M-7 Principal Distribution Amount and
the Class M-8 Principal Distribution
Amount or (b) on or after the Stepdown
Date if a Trigger
Event is not in effect
for that Distribution Date, the lesser
of:
(i) the
remaining Principal Distribution Amount for that Distribution
Date after
distribution of the
Class A Principal
Distribution
Amount, the Class M-1
Principal Distribution
Amount, the Class
M-2 Principal
Distribution
Amount,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal
Distribution Amount, the Class M-6 Principal
Distribution Amount, the Class M-7 Principal Distribution Amount
and the Class M-8 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates,
Class M-6
Certificates, Class
M-7 Certificates
and Class M-8
Certificates (after taking into account the payment of the
Class
A Principal
Distribution
Amount, the Class M-1 Principal
Distribution Amount,
the Class M-2 Principal Distribution
Amount, Class
M-3 Principal Distribution Amount, Class M-4
Principal Distribution
Amount, Class M-5 Principal Distribution
Amount, the Class M-6 Principal Distribution Amount, the Class
M-7 Principal
Distribution
Amount and the Class
M-8 Principal
Distribution Amount
for that Distribution Date) and (2) the
Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to
that Distribution Date over (B) the lesser
of (x) the product of (1) the applicable Subordination
Percentage and (2) the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution
Date and (y) the
excess, if any, of the
aggregate Stated
Principal Balance of
the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, over the Overcollateralization Floor.
Class M-10 Certificate: Any one of the Class M-10
Certificates executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit B-1,
senior to the Class SB Certificates and
the Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC III for purposes of the REMIC
Provisions, (ii) the right to receive
payments under the Swap Agreement and
(iii) the obligation to pay the Class IO
Distribution Amount.
Class M-10 Margin:
Initially, a 3.00%
annum, and on any
Distribution
Date on or after the second Distribution Date after the first
possible Optional
Termination Date, 4.500% per annum.
Class M-10
Principal Distribution Amount: With respect to any
Distribution Date (a) prior to the Stepdown Date or on or after the
Stepdown
Date if a Trigger Event is in effect for
that Distribution
Date, the
remaining
Principal Distribution Amount for that Distribution Date
after distribution of
the Class A Principal Distribution Amount, the Class M-1
Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3 Principal
Distribution Amount, Class M-4 Principal Distribution Amount, Class M-5
Principal Distribution Amount, the Class M-6
Principal Distribution Amount, the
Class M-7 Principal Distribution Amount, the Class M-8 Principal
Distribution
Amount and the Class M-9 Principal Distribution Amount or (b) on or after the
Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date,
the lesser of:
(i)
the remaining
Principal
Distribution
Amount
for that
Distribution
Date after
distribution
of the Class A
Principal
Distribution Amount,
the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, Class M-3
Principal Distribution
Amount, Class M-4 Principal Distribution
Amount, Class M-5
Principal Distribution
Amount, the Class M-6
Principal
Distribution
Amount, the
Class M-7 Principal
Distribution Amount, the Class M-8 Principal Distribution
Amount
and the Class M-9 Principal Distribution Amount; and
(ii) the
excess, if any, of (A) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates,
Class
M-1
Certificates, Class M-2 Certificates, Class M-3
Certificates, Class
M-4 Certificates,
Class M-5
Certificates,
Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates and
Class M-9 Certificates (after taking into
account the
payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class
M-2 Principal
Distribution
Amount,
Class
M-3 Principal
Distribution Amount,
Class M-4 Principal
Distribution
Amount,
Class M-5 Principal Distribution Amount, the Class M-6
Principal
Distribution Amount,
the Class M-7 Principal Distribution
Amount, the Class M-8
Principal Distribution Amount and the
Class M-9 Principal
Distribution Amount
for that
Distribution
Date) and (2) the
Certificate Principal
Balance of the Class
M-10 Certificates
immediately
prior to that
Distribution Date
over (B) the lesser of
(x) the product
of (1) the
applicable
Subordination
Percentage and (2) the aggregate Stated Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of
the
Mortgage Loans after giving effect to distributions to be made
on that Distribution Date, over the Overcollateralization
Floor.
Class R Certificate: Any one of the Class R-I, Class R-II or Class
R-III
Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit D and
evidencing
an interest
designated
as a
"residual interest" in REMIC I for purposes
of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II
Certificates executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit D and
evidencing an interest
designated as a
"residual interest" in REMIC II for
purposes of the REMIC Provisions.
Class R-III
Certificate:
Any one of the Class R-III Certificates
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as
Exhibit D and evidencing an interest
designated as a "residual interest" in REMIC III for purposes of the REMIC
Provisions.
Class SB Certificate:
Any one of the Class SB Certificates executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit C,
subordinate
to the Class A
Certificates and
Class M Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC III for purposes of the REMIC
Provisions together with certain rights to
payments under the Swap Agreement for
purposes of the REMIC Provisions.
Closing Date:
September 23, 2005.
Code: The Internal
Revenue Code of 1986.
Commission: The
Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any
amount
paid by the Master Servicer in accordance
with Section 3.16(f).
Corporate Trust Office: The principal office of the
Trustee at which at
any particular time its corporate trust business
with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at JPMorgan
Chase Bank, N.A., 600 Travis, 9th Floor,
Houston, Texas 77002, Attention: Residential Asset Mortgage
Products, Inc.,
Series 2005-RZ3.
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: A custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date Balance:
$350,000,032.44.
Cut-off Date:
September 1, 2005.
Cut-off Date Principal
Balance: With respect
to any Mortgage Loan, the
unpaid principal balance thereof at the Cut-off
Date after giving effect to all
installments of principal due on or prior thereto (or due during the month
of
the Cut-off Date), whether or not
received.
Debt Service
Reduction: With
respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code,
except such a reduction
constituting a Deficient Valuation or any reduction that
results in a permanent
forgiveness of principal.
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 May 1
that remained
unpaid as of the
close
of business on June 30 would then be
considered to be 30 to 59 days delinquent.
Delinquency information as of the Cut-off Date
is determined and prepared as of
the close of business on the last business
day immediately prior
to the Cut-off
Date.
Depositor: As defined
in the preamble hereto.
Depository: The
Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Securities Exchange Act of 1934, as
amended.
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 October 2005
or, if such 25th day is not a Business Day, the Business Day immediately
following such 25th day.
DTC Letter: The Letter
of Representations,
dated September 22, 2005,
among the Trustee on behalf of the Trust
Fund, JPMorgan Chase Bank, N.A., in its
individual capacity as agent thereunder and
the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on
which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar
month of
such Distribution Date.
Eligible Account:
An account that is any of the following: (i)
maintained with a depository institution
the debt obligations of which have been
rated by each Rating Agency in its highest
rating available, or
(ii) an account
or accounts in a depository institution in
which such accounts are fully insured
to the limits established by the FDIC,
provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency,
as evidenced in writing,
be maintained such that (as evidenced by an
Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the
registered Holders of
Certificates
have a
claim with respect to the funds in such
account or a perfected
first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository
institution with which such account is
maintained, or (iii) in the case of the
Custodial Account,
a trust account or
accounts maintained in the corporate
trust department of JPMorgan Chase
Bank,
N.A., 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 each
Rating Agency (as evidenced in writing by each Rating
Agency that use of
any
such account as the Custodial Account or
the Certificate Account will not reduce
the rating assigned to any Class of
Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to
such Certificates as
of the Closing Date by such Rating
Agency.
Eligible Master Servicing Compensation: With respect to any
Distribution
Date, the lesser of (a) one-twelfth of
0.125% of the Stated Principal Balance of
the Mortgage Loans immediately preceding such Distribution Date
and (b) the sum
of the Servicing Fee and all income and gain on
amounts held in the
Custodial
Account and the Certificate Account and
payable to the
Certificateholders
with
respect to such Distribution Date; provided
that for purposes of this definition
the amount of the Servicing Fee will not be
reduced pursuant to
Section 7.02(a)
except as may be required pursuant to the
last sentence of such Section.
ERISA:
The Employee
Retirement Income Security Act of 1974, as amended.
Event of Default: As
defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount
equal
to the sum of (A) the excess of (i) the
Available Distribution
Amount for that
Distribution Date over (ii) the sum of (a)
the Interest
Distribution Amount for
that Distribution Date and (b) the lesser of (1) the aggregate Certificate
Principal Balance of Class A Certificates
and Class M Certificates immediately
prior to such Distribution Date and (2) the
Principal Remittance Amount for that
Distribution Date to the extent not applied to pay interest on the Class A
Certificates and Class M Certificates on such Distribution Date 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 and Exchange Act of 1934, as amended.
Exchange Date: As
defined in Section 5.02(e)(iii).
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.
Fitch: Fitch Ratings,
or its successors in interest.
Fixed Swap Payment: With respect to any Distribution Date on or
prior to
the Distribution Date in September 2009, an
amount equal to the product of (x) a
fixed rate equal to 4.2225%, (y) the Swap Agreement
Notional Balance for that
Distribution Date and (z) a fraction,
the numerator of which
is (a) 32 for the
Distribution Date in October 2005 and (b)
30 for any Distribution Date occurring
after the Distribution Date in October 2005, and the denominator of which is
360.
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, the Distribution Date
occurring in September 2035. No event of
default under this Agreement will arise or
become applicable solely by reason of
the failure to retire the entire
Certificate
Principal Balance of
any Class of
Class A Certificates or Class M Certificates
on or before its Final
Scheduled
Distribution Date.
Floating Swap Payment: With respect to any Distribution Date on or
prior
to the Distribution Date in September 2009, an amount equal to the
product of
(x) Swap LIBOR, (y) the Swap Agreement
Notional Balance for that Distribution
Date and (z) a fraction, the numerator of which is equal to the
number of days
in the related calculation period as provided in the Swap Agreement and the
denominator of which is 360.
Foreclosure Profits:
With respect to any
Distribution Date or
related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid
principal balance of such
Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued
and unpaid interest at
the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day
of the month following
the month in
which such Cash Liquidation or REO
Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Freddie Mac:
Freddie Mac, a corporate instrumentality of the United
States created and existing under Title III
of the Emergency Home Finance Act of
1970, as amended, or any successor
thereto.
HUD: The United States
Department of Housing and Urban Development.
Independent: When used
with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor,
the Master
Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect
financial interest in the Depositor,
the Master Servicer or the Trustee or in an
Affiliate thereof, and
(iii) is not
connected with the Depositor, the Master Servicer or the Trustee
as an officer,
employee, promoter, underwriter, trustee,
partner, director or person performing
similar functions.
Index: With respect to each 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 Class A Certificates,
Class
M Certificates and Class SB Certificates
(i) with respect to
the Distribution
Date in October 2005, the period commencing the Closing Date and
ending on the
day preceding the Distribution Date in October 2005, and (ii) with respect to
any Distribution Date after the Distribution Date in October 2005, the
period
commencing on the Distribution Date in the
month immediately preceding the month
in which such Distribution Date occurs and ending on the day
preceding such
Distribution Date.
Interest Distribution
Amount: For any Distribution Date, the amounts
payable pursuant to Section
4.02(c)(i)-(iii).
Interim Certification:
As defined in Section 2.02.
Late Collections:
With respect to any Mortgage Loan, all amounts
received during any Due Period,
whether as late
payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent
late
payments or collections of Monthly Payments due but delinquent for a
previous
Due Period and not previously
recovered.
LIBOR Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Certificates: The Class A Certificates and Class M
Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately
preceding the
commencement of the related
Interest Accrual Period.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a
defaulted Mortgage
Loan through
trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds and
Subsequent
Recoveries.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the
denominator of which
is the Appraised Value of the related
Mortgaged Property.
Margin: The Class A-1 Margin, Class A-2 Margin, Class A-3
Margin, Class
M-1 Margin, Class M-2 Margin, Class M-3 Margin, Class M-4 Margin, Class M-5
Margin, Class M-6 Margin, Class M-7 Margin, Class M-8
Margin, Class M-9 Margin
and Class M-10 Margin, as applicable.
Marker Rate:
With respect to the Class SB
Certificates
or REMIC III
Regular Interest SB-IO and any
Distribution
Date, in relation to
the REMIC II
Regular Interests LT1, LT2, LT3, and LT4, a per annum rate equal to
two (2)
times the weighted average of the
Uncertificated REMIC II Pass-Through Rates for
REMIC II Regular Interest LT2 and REMIC II
Regular Interest LT3.
Master Servicer: As
defined in the preamble hereto.
Maturity Date:
With respect to each
Class of Certificates
of regular
interest or Uncertificated Regular Interest issued by any
REMIC hereunder,
the
latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate
Principal Balance of each such Class of Certificates representing a regular
interest in the Trust Fund would be reduced to zero, which is, for each such
regular interest, September 25, 2035, which is the
Distribution Date occurring
in the month following the last scheduled
monthly payment of the Mortgage Loans.
Maximum Mortgage Rate: As to any adjustable-rate Mortgage Loan, the per
annum rate indicated in Exhibit F hereto 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: As to any adjustable-rate Mortgage Loan and
any date of determination, the Maximum Mortgage Rate minus the sum of the
per
annum rate at which the Subservicing Fee
accrues and the Servicing Fee Rate.
MERS: Mortgage
Electronic
Registration
Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS(R) System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number
for Mortgage Loans
registered
with MERS on the MERS(R) System.
Minimum Mortgage Rate:
As to any
adjustable-rate
Mortgage Loan, a per
annum rate equal to the greater of (i) the Note Margin and (ii) the rate
indicated in Exhibit F hereto as the "NOTE
FLOOR," which rate may
be applicable
to such Mortgage Loan at any time during the life of such adjustable-rate
Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject
of a
Servicing Modification.
Modified Net Mortgage
Rate: With respect to
any Mortgage Loan that
is
the subject of a Servicing Modification, the Net Mortgage Rate minus the rate
per annum by which the Mortgage Rate on
such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Payment:
With respect to any
Mortgage Loan
(including any REO
Property) and the Due Date in any Due
Period, the payment of principal and
interest due thereon in accordance
with the amortization schedule at the time
applicable thereto (after adjustment, if
any, for Curtailments and for Deficient
Valuations occurring prior to such Due Date but before
any adjustment to
such
amortization schedule by reason of any bankruptcy, other than a Deficient
Valuation, or similar proceeding or any moratorium or similar waiver or
grace
period and before any Servicing
Modification that constitutes a reduction of the
interest rate on such Mortgage Loan).
Moody's: Moody's
Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage
Loan,
the mortgage, deed of trust or other comparable
instrument creating a
first or
junior lien on an estate in fee simple or
leasehold interest in real property
securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any
additional documents
required to be added
to the Mortgage File pursuant to this
Agreement.
Mortgage 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
attached hereto as
Exhibit F,
and Qualified Substitute Mortgage Loans
held or deemed held as part of the Trust
Fund including, without limitation, each related Mortgage Note,
Mortgage and
Mortgage File and all rights appertaining
thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans
attached hereto
as Exhibit F (as amended from time to time to reflect the
addition of Qualified
Substitute Mortgage Loans), which lists shall set forth at a minimum the
following information as to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number ("RFC LOAN #");
(ii) the state,
city and zip code of the Mortgaged Property;
(iii) the maturity of
the Mortgage Note ("MATURITY DATE," or "MATURITY
DT" for Mortgage
Loans and if such
Mortgage Loan is a Balloon
Loan, the amortization term thereof;
(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");
(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); and
(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");
Such schedule
may consist of
multiple reports that
collectively
set
forth all of the information required.
Mortgage Note:
The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under
a Mortgage Loan,
together with any modification thereto.
Mortgage
Rate: With respect to any Mortgage
Loan, the interest rate
borne by the related Mortgage Note, or any modification thereto other than a
Servicing Modification. The Mortgage Rate on the
adjustable-rate Mortgage Loans
will adjust on each Adjustment Date to equal the sum (rounded to the nearest
multiple of one eighth of one percent
(0.125%) or up to the
nearest one-eighth
of one percent, which are indicated by a "U" on the
Mortgage Loan Schedule,
except in the case of the adjustable-rate
Mortgage Loans
indicated by an "X" on
the Mortgage Loan Schedule under the heading "NOTE METHOD"), of the related
Index plus the Note Margin, in each case
subject to the applicable Periodic Cap,
Maximum Mortgage Rate and Minimum Mortgage
Rate.
Mortgaged Property:
The underlying
real property
securing a
Mortgage
Loan.
Mortgagor: The obligor
on a Mortgage Note.
Net Mortgage Rate:
With respect to any
Mortgage Loan as of any date of
determination, a per annum rate equal to the
Adjusted Mortgage Rate for such
Mortgage Loan as of such date minus the
Servicing Fee Rate.
Net Swap Payment:
With respect to each Distribution Date, the net
payment required to be made pursuant to the terms of the Swap
Agreement by
either the Swap Counterparty or the
Trustee, on behalf of
the Trust, which
net
payment shall not take into account any
Swap Termination Payment.
Net WAC Cap Rate: With respect to any Distribution Date and the Class A
Certificates and Class M Certificates, a
per annum rate equal to (i) the product
of (a) weighted average of the Net Mortgage Rates (or, if applicable, the
Modified Net Mortgage Rates) on the Mortgage Loans using
the Net Mortgage Rates
in effect for the Monthly Payments due on
such Mortgage Loans during the related
Due Period, weighted on the basis of the
respective Stated
Principal Balances
thereof for such Distribution Date, (b) a
fraction expressed as a percentage the
numerator of which is 30 and the
denominator
of which is the actual
number of
days in the related Interest Accrual Period, minus (ii) the product of (a)
a
fraction expressed as a percentage,
the numerator of which
is the amount of any
Net Swap Payments or Swap Termination Payment not due to a Swap
Counterparty
Trigger Event due to the Swap Counterparty as of such
Distribution Date and the
denominator of which is the aggregate
Stated Principal
Balance of the
Mortgage
Loans as of such Distribution Date and (b)
a fraction expressed
as a percentage
the numerator of which is 360 and the
denominator of which
is the actual number
of days in the related Interest Accrual
Period.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable
Advance: Any Advance
previously made or
proposed to be
made by the Master Servicer or Subservicer in respect
of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of the
Master
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Master Servicer from related Late
Collections,
Insurance Proceeds, Liquidation Proceeds or
REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to pay or
reimburse any portion of any Servicing Advances that are outstanding with
respect to the related Mortgage Loan as a result of a modification of such
Mortgage Loan by the Master Servicer, which forgives amounts which the Master
Servicer or Subservicer had previously advanced, and the Master Servicer
determines that no other source of payment
or reimbursement for such advances is
available to it, such Servicing
Advances shall be deemed to be Nonrecoverable
Advances. The determination by the Master Servicer that it has made a
Nonrecoverable Advance shall be evidenced by an
Officers' Certificate delivered
to the Depositor, the Trustee and the Master Servicer. Notwithstanding the
above, the Trustee shall be entitled to rely upon any determination by the
Master Servicer that any Advance previously
made is a Nonrecoverable Advance or
that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Note Margin: With
respect to each
adjustable-rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated on the
Mortgage Loan Schedule as the "NOTE
MARGIN," which percentage is added to the
Index on each Adjustment Date to determine (subject to rounding in
accordance
with the related Mortgage Note, the Periodic Cap,
the Maximum Mortgage Rate and
the Minimum Mortgage Rate) the interest
rate to be borne by such adjustable-rate
Mortgage Loan until the next Adjustment
Date.
Officers' Certificate:
A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the
Master Servicer, as the case may be,
and delivered to the Trustee, as required
by this Agreement.
One-Month LIBOR: With
respect to any Distribution Date, the arithmetic
mean of the London interbank offered rate
quotations for one-month United States
dollar deposits, determined on the preceding LIBOR
Rate Adjustment Date as set
forth in Section 1.02 hereof.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the Master Servicer and which counsel may be counsel for the
Depositor or the Master Servicer, provided that any opinion of counsel (i)
referred to in the definition of
"Disqualified Organization" or (ii) relating to
the qualification of any REMIC hereunder as
a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent
counsel.
Optional Termination
Date: Any Distribution
Date on or after which the
Stated Principal Balance (after giving effect to
distributions
to be made on
such Distribution Date) of the Mortgage
Loans is less than 10.00% of the Cut-off
Date Balance.
Outstanding Mortgage
Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO
Property) that was not the subject of
a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date
pursuant to
Section 2.02, 2.03, 2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution
Date, the
excess, if any, of (a) the aggregate
Stated Principal
Balance of the
Mortgage
Loans before giving effect to distributions of principal to be made on
such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of
the
Class A Certificates and Class M
Certificates immediately prior to such date.
Overcollateralization
Floor: With
respect to the
Mortgage Loans,
an
amount equal to the product of (a) 0.50%
and (b) the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, the lesser of (a) the sum of (i)
Excess Cash Flow for
that Distribution
Date (to the extent not used to cover the
amounts described in
clauses (iv) and
(v) of the definition of Principal
Distribution
Amount as of such
Distribution
Date) and (ii) Net Swap Payments
payable to the Trust
that are used to increase
overcollateralization, 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, to the extent 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 for such Distribution Date.
Ownership Interest:
With respect to any
Certificate, any
ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
Pass-Through Rate:
With respect to each
Class of Class A
Certificates
and Class M Certificates and any
Distribution
Date, the least of (i)
One-Month
LIBOR plus the related Margin, (ii) the related Net WAC Cap Rate and (iii)
11.00% per annum.
With respect to the Class SB Certificates or REMIC III Regular
Interest
SB-IO and any Distribution Date, a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the
amounts
calculated pursuant to clauses (i) through
(iii) below, and the
denominator of
which is the aggregate principal balance of
the REMIC II Regular Interests. For
purposes of calculating the Pass-Through Rate for the Class SB Certificates
or
REMIC III Regular Interest SB-IO, the numerator is equal to the sum of the
following components:
(i) the
Uncertificated
Pass-Through
Rate for REMIC II Regular
Interest LT1 minus the related Marker Rate, applied to a
notional
amount equal to the Uncertificated Principal Balance of REMIC 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; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT4 minus twice the related Marker Rate, applied to a
notional amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Paying Agent: JPMorgan
Chase Bank, N.A. or
any successor Paying
Agent
appointed by the Trustee.
Percentage Interest:
With respect to any Class A Certificate or Class M
Certificate, the undivided percentage ownership interest in the related
Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the
Certificates of
the same Class. The Percentage Interest with respect to a Class
SB Certificate
or Class R Certificate shall be stated on
the face thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations of or
guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the
United
States;
(ii) repurchase
agreements
on obligations specified in clause (i)
maturing not more
than one month
from the date of
acquisition
thereof, provided
that the unsecured
obligations
of the party
agreeing to repurchase such obligations are at the time rated
by
each Rating Agency in its highest short-term rating available;
(iii) federal funds,
certificates of
deposit, demand
deposits, time
deposits and
bankers' acceptances (which shall each have an
original maturity
of not more than 90
days and, in the case
of
bankers' acceptances, shall in no event have an original
maturity
of more than 365 days
or a remaining
maturity of more than 30
days) denominated in United States dollars of any U.S.
depository
institution or trust company incorporated under the laws of the
United States or any state thereof or of any domestic branch of
a
foreign depository
institution or trust
company; provided
that
the debt obligations
of such depository institution or trust
company at the date of
acquisition
thereof have been rated by
each Rating Agency in its highest short-term rating available;
and, provided
further that, if the original maturity of such
short-term
obligations of
a domestic branch of a foreign
depository institution or trust company shall exceed 30 days,
the
short-term rating of
such institution shall
be A-1+ in the case
of Standard & Poor's if Standard & Poor's is a Rating
Agency;
(iv) commercial
paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under
the
laws of the United
States or any state thereof which on the date
of acquisition
has been rated by each Rating Agency in its
highest short
term rating available; provided that such
commercial paper and demand notes shall have a remaining
maturity
of not more than 30 days;
(v) a
money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available (which
may be managed by the Trustee or one of its Affiliates); and
(vi) other
obligations
or securities that are acceptable to each
Rating Agency as a
Permitted Investment
hereunder and will
not
reduce the rating
assigned to any Class of Certificates by such
Rating Agency
below the then-current rating assigned to such
Certificates by such Rating Agency, as evidenced in writing;
provided, however,
