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 JULY 1, 2005
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
Series 2005-RS7
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
Page
<S>
<C>
ARTICLE I
DEFINITIONS...............................................................3
Section 1.01.
Definitions.......................................................3
Section 1.02. Determination of
LIBOR...........................................47
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........48
Section 2.01. Conveyance of
Mortgage Loans.....................................48
Section 2.02. Acceptance by
Trustee............................................52
Section 2.03. Representations,
Warranties and Covenants of the Master
Servicer and the
Depositor.......................................53
Section 2.04. Representations
and Warranties of Residential Funding............56
Section 2.05. Execution and
Authentication of Certificates; Conveyance of
Uncertificated REMIC Regular
Interests...........................58
Section 2.06. Purposes and
Powers of the Trust.................................58
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................59
Section 3.01. Master Servicer
to Act as Servicer...............................59
Section 3.02. Subservicing
Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers'
Obligations...........61
Section 3.03. Successor
Subservicers...........................................62
Section 3.04. Liability of the
Master Servicer.................................62
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee
or
Certificateholders............................................63
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Trustee..........................................................63
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial
Account................................................63
Section 3.08. Subservicing
Accounts; Servicing Accounts........................66
Section 3.09. Access to
Certain Documentation and Information Regarding
the Mortgage
Loans...............................................67
Section 3.10. Permitted
Withdrawals from the Custodial Account.................68
Section 3.11. Maintenance of
Primary Insurance Coverage........................70
Section 3.12. Maintenance of
Fire Insurance and Omissions and Fidelity
Coverage.........................................................70
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................72
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................74
Section 3.15. Trustee to
Cooperate; Release of Mortgage Files..................76
Section 3.16. Servicing and
Other Compensation; Eligible Master Servicing
Compensation.....................................................77
Section 3.17.
Reports to the Trustee and the
Depositor.........................79
Section 3.18. Annual Statement
as to Compliance................................79
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........79
Section 3.20. Right of the
Depositor in Respect of the Master Servicer.........80
Section 3.21. Advance
Facility.................................................80
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................84
Section 4.01. Certificate
Account..............................................84
Section 4.02.
Distributions....................................................85
Section 4.03. Statements to
Certificateholders; Statements to Rating
Agencies; Exchange Act
Reporting.................................91
Section 4.04. Distribution of
Reports to the Trustee and the Depositor;
Advances by the Master
Servicer..................................94
Section 4.05. Allocation of
Realized Losses....................................95
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property....98
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans....................98
Section 4.08.
[Reserved].......................................................98
Section 4.09. The Swap
Agreement...............................................98
Section 4.10.
[Reserved]......................................................101
Section 4.11. Derivative
Contracts............................................101
Section 4.12. Tax Treatment of
Swap Payments and Swap Termination Payments....102
ARTICLE V
THE
CERTIFICATES........................................................102
Section 5.01. The
Certificates................................................102
Section 5.02. Registration of
Transfer and Exchange of Certificates...........105
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates...............110
Section 5.04. Persons Deemed
Owners...........................................110
Section 5.05. Appointment of
Paying Agent.....................................111
ARTICLE VI
THE DEPOSITOR AND THE MASTER
SERVICER...................................111
Section 6.01. Respective
Liabilities of the Depositor and the Master
Servicer........................................................111
Section 6.02. Merger or
Consolidation of the Depositor or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master
Servicer.................................................111
Section 6.03. Limitation on
Liability of the Depositor, the Master
Servicer
and Others.............................................112
Section 6.04. Depositor and
Master Servicer Not to Resign.....................113
ARTICLE VII
DEFAULT.................................................................113
Section 7.01. Events of
Default...............................................113
Section 7.02. Trustee or
Depositor to Act; Appointment of Successor...........115
Section 7.03. Notification to
Certificateholders..............................116
Section 7.04. Waiver of Events
of Default.....................................117
ARTICLE VIII CONCERNING
THE
TRUSTEE..................................................117
Section 8.01. Duties of
Trustee...............................................117
Section 8.02. Certain Matters
Affecting the Trustee...........................119
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans...........120
Section 8.04. Master Servicer
to Pay Trustee's Fees and Expenses;
Indemnification.................................................121
Section 8.05. Eligibility
Requirements for Trustee............................122
Section 8.06. Resignation and
Removal of the Trustee..........................122
Section 8.07. Successor
Trustee...............................................123
Section 8.08. Merger or
Consolidation of Trustee..............................123
Section 8.09. Appointment of
Co-Trustee or Separate Trustee...................124
Section 8.10. Appointment of
Custodians.......................................125
ARTICLE IX
TERMINATION.............................................................125
Section 9.01. Termination Upon
Purchase by Residential Funding or
Liquidation of All Mortgage
Loans...............................125
Section 9.02. Additional
Termination Requirements.............................129
<PAGE>
ARTICLE X
REMIC
PROVISIONS........................................................130
Section 10.01. REMIC
Administration............................................130
Section 10.02. Master Servicer, REMIC
Administrator and Trustee
Indemnification.................................................133
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................134
Section 11.01.
Amendment.......................................................134
Section 11.02. Recordation of
Agreement; Counterparts..........................137
Section 11.03. Limitation on Rights
of Certificateholders......................137
Section 11.04. Governing
Law...................................................138
Section 11.05.
Notices.........................................................138
Section
11.06.
Notices to Rating
Agencies......................................139
Section 11.07. Severability of
Provisions......................................139
Section 11.08. Supplemental
Provisions for Resecuritization....................140
Section 11.09.
[Reserved]......................................................140
Section 11.10.
[Reserved]......................................................140
<PAGE>
cxlvii
EXHIBITS
Exhibit A Form of
Class A Certificate
Exhibit B Form of
Class M Certificate
Exhibit C Form of
Class B Certificate
Exhibit D Form of
Class SB Certificate
Exhibit E Form of
Class R Certificate
Exhibit F Form of
Custodial Agreement
Exhibit G Mortgage
Loan Schedule
Exhibit H Forms of
Request for Release
Exhibit I-1 Form of Transfer
Affidavit and Agreement
Exhibit I-2 Form of Transferor
Certificate
Exhibit J Form of
Investor Representation Letter
Exhibit K Form of
Transferor Representation Letter
Exhibit L Text of
Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit M Form of
Limited Guaranty
Exhibit N Form of
Lender Certification for Assignment of Mortgage Loan
Exhibit O Form of
Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q Form of
ERISA Representation Letter (Class M Certificates and Class B
Certificates)
Exhibit R-1 Form 10-K
Certification
Exhibit R-2 Form 10-K Back-up
Certification
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit T Schedule
of Swap Agreement Notional Balances
Exhibit U Swap
Agreement
</TABLE>
<PAGE>
This Pooling and
Servicing Agreement, effective as of July 1, 2005,
among RESIDENTIAL ASSET MORTGAGE PRODUCTS,
INC., as depositor (together with its
permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and JPMORGAN CHASE BANK, N.A., a banking
association organized under the laws of the
United States, as trustee (together
with its permitted successors and assigns,
the "Trustee").
PRELIMINARY STATEMENT:
The Depositor
intends to sell mortgage asset-backed pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
sixteen Classes, which in the aggregate
will evidence the entire beneficial
ownership interest in the Mortgage Loans (as
defined herein) and
certain other
related assets.
REMIC I
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the Mortgage Loans and certain
other related assets (exclusive of the 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 for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) for the REMIC I Regular
Interests shall be the 360th Distribution Date. The REMIC I Regular
Interests
will not be certificated.
<TABLE>
<CAPTION>
UNCERTIFICATED REMIC INITIAL UNCERTIFICATED
I
REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
<S>
<C>
<C>
<C> <C>
AA
(1)
$490,000,176.40
July 25, 2035
A-1
(1)
$1,839,080
July 25, 2035
A-2
(1)
$1,822,040
July 25, 2035
A-3
(1)
$671,380
July 25, 2035
M-1
(1)
$142,500
July 25, 2035
M-2
(1)
$122,500
July 25, 2035
M-3
(1)
$65,000
July 25, 2035
M-4
(1)
$50,000
July 25, 2035
M-5
(1)
$50,000
July 25, 2035
M-6
(1)
$47,500
July 25, 2035
M-7
(1)
$25,000
July 25, 2035
M-8
(1)
$25,000
July 25, 2035
M-9
(1)
$25,000
July 25, 2035
B
(1)
$45,000
July 25, 2035
ZZ
(1)
$5,070,003.60
July 25, 2035
</TABLE>
---------------------------
(1) Calculated as provided in the definition of "Uncertificated REMIC I
Pass-Through Rate".
1
<PAGE>
REMIC II
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R-II
Certificates
will represent the sole
class of "residual interests" in REMIC II for
purposes of the REMIC
Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, Pass-Through Rate, aggregate
Initial Certificate Principal Balance,
certain features, Final Scheduled
Distribution Date and initial ratings for each
Class of Certificates comprising the interests
representing "regular interests"
in REMIC II. The "latest possible maturity date" (determined for purposes of
satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii))
for each Class of
Regular Certificates shall be the 360th
Distribution Date.
<TABLE>
<CAPTION>
Aggregate
Initial
Final
Certificate
Scheduled
Pass-Through
Principal
Distribution
Designation Type
Rate
Balance Features
Date
Initial Ratings
Moody's S&P
<S> <C>
<C> <C>
<C> <C>
Class A-1(1) Senior Adjustable(2)
$183,908,000
Senior
May 25,
2025 Aaa
AAA
(3)
Class A-2
Senior
Adjustable(2)
$182,204,000 Senior April 25,
Aaa
AAA
(3)
2033
Class A-3
Senior
Adjustable(2)
$67,138,000 Senior
July 25,
Aaa
AAA
(3)
2035
Class M-1 Mezzanine
Adjustable(2)
$14,250,000
Mezzanine
July 2035
Aa1
AA+
(3)
Class M-2 Mezzanine
Adjustable(2)
$12,250,000
Mezzanine
July 2035
Aa2
AA
(3)
Class M-3 Mezzanine
Adjustable(2)
$6,500,000
Mezzanine
July 2035
Aa3
AA-
(3)
Class M-4 Mezzanine
Adjustable(2)
$5,000,000
Mezzanine
July 2035
A1
A+
(3)
Class M-5 Mezzanine
Adjustable(2)
$5,000,000
Mezzanine
July 2035
A2
A
(3)
Class M-6 Mezzanine
Adjustable(2)
$4,750,000
Mezzanine
July 2035
A3
A-
(3)
Class M-7 Mezzanine
Adjustable(2)
$2,500,000
Mezzanine
July 2035
Baa1
BBB+
(3)
Class M-8 Mezzanine
Adjustable(2)
$2,500,000
Mezzanine
July 2035
Baa2
BBB
(3)
Class M-9 Mezzanine
Adjustable(2)
$2,500,000
Mezzanine
July 2035
Baa3
BBB-
(3)
Class B
Subordinate Adjustable(2) $4,500,000 Subordinate July 2035 Ba1
BB+
(3)
Class SB
Subordinate
Variable(4) $7,000,180
Subordinate
N/A
N/R
N/R
Interest
Class R-I Residual
N/A
N/A
Residual N/A
N/R
N/R
Class R-II Residual
N/A
N/A
Residual N/A
N/R
N/R
</TABLE>
2
<PAGE>
---------------------------
(1) The Class A, Class M and Class B
Certificates will
represent ownership
of
REMIC II Regular
Interests together with certain rights to
payments to be
made from
amounts received under
the Swap Agreement
which will be
deemed
made for federal
income tax purposes
outside of REMIC II by
the holder of
the Class SB
Certificates as the owner of the Swap Agreement.
(2) The REMIC II Regular Interests ownership of which is represented by the
Class A, Class M
and Class B
Certificates, will
accrue interest at a
per
annum rate
equal to LIBOR
plus the applicable Margin, each subject to
payment caps as
described in the definition of "Pass-Through Rate" and the
provisions
for the payment of
Class A Basis Risk
Shortfall
Carry-Forward
Amounts,
Class M Basis Risk
Shortfall Carry-Forward Amounts and Class B
Basis Risk
Shortfall
Carry-Forward Amounts herein, which payments will not
be part of the
entitlement
of the REMIC II
Regular Interests
related to
such
Certificates.
(3) The Class A, Class M and Class B Certificates will also entitle their
holders to
certain payments
from the Holder of the
Class SB
Certificates
from amounts to
which the related REMIC II Regular Interest is entitled and
from amounts
received under the Swap Agreement, which will not be a part of
their ownership
of the REMIC II Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the
definition of
Accrued Certificate Interest. The Class SB Certificates will
not accrue
interest on their Certificate Principal Balance. The Class SB
Certificates
will be comprised of two REMIC II 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 II Regular Interests SB-IO and SB-PO.
The Mortgage Loans
have an aggregate
Cut-off Date
Principal Balance
equal to $500,000,180. The Mortgage Loans are fixed-rate
and
adjustable-rate,
fully amortizing, first lien mortgage loans having terms to maturity at
origination or modification of generally
not more than 30 years.
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
the Class A, Class M and Class B Certificates, interest accrued during the
related Interest Accrual Period on the Certificate
Principal Balance thereof
immediately prior to such Distribution Date
at the related Pass-Through Rate for
that Distribution Date.
The amount of Accrued Certificate Interest on each Class of
Certificates
shall be reduced by the amount of
Prepayment Interest Shortfalls on the Mortgage
Loans during the prior calendar month (to the extent not
covered by
Eligible
Master Servicing Compensation pursuant to Section 3.16) and by the amount of
Relief Act Shortfalls on the Mortgage
Loans during the
related Due Period,
in
each case to the extent allocated to that Class of Certificates pursuant to
Section 4.02(f).
Accrued Certificate
Interest for each
class on any
Distribution Date
shall be further reduced by the interest
portion of Realized Losses allocated to
any Class of Certificates pursuant to
Section 4.05.
3
<PAGE>
With respect to each
Distribution Date and
the Class SB
Certificates,
interest accrued during the preceding Interest Accrual Period at the related
Pass-Through Rate for that Distribution
Date on the notional amount as specified
in the definition of Pass-Through
Rate, immediately prior to such
Distribution
Date, reduced by any interest
shortfalls
with respect to the
Mortgage Loans,
including Prepayment Interest Shortfalls to the extent
not covered by Eligible
Master Servicing Compensation pursuant to Section 3.16 or by the Excess Cash
Flow pursuant to clauses (xvi) and (xvii) of Section 4.02(c) or by the Swap
Agreement pursuant to clauses (C) and (D) of Section
4.09(c). In addition,
Accrued Certificate Interest with respect to each
Distribution Date, as to the
Class SB Certificates, shall be reduced by an amount equal to the interest
portion of Realized Losses allocated to the Overcollateralization Amount
pursuant to Section 4.05 hereof.
Accrued Certificate Interest on the Class A,
Class M and Class B Certificates shall
accrue on the basis of a 360-day year and
the actual number of days in the related Interest Accrual Period. Accrued
Certificate Interest on the Class SB
Certificates shall accrue on the basis of a
360 day year consisting of twelve 30 day
months.
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
related Subservicing Fee Rate.
Adjustment Date:
With respect to each
adjustable-rate
Mortgage Loan,
each date set forth in the related
Mortgage Note on which an adjustment to
the
interest rate on such Mortgage Loan becomes
effective.
Advance: With
respect to any
Mortgage Loan, any advance made by the
Master Servicer, pursuant to Section
4.04.
Affected Party: As
defined in the Swap Agreement.
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities, by contract or otherwise; and the
terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Agreement: This
Pooling and
Servicing Agreement and all amendments
hereof and supplements hereto.
Amount Held for Future
Distribution: With
respect to any
Distribution
Date, the total of the amounts
held in the
Custodial Account at the close of
business on the preceding Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries,
REO Proceeds,
Insurance Proceeds,
Principal
Prepayments, Mortgage Loan purchases made
pursuant to Section 2.02, 2.03, 2.04,
4.07 or 4.08 and Mortgage Loan substitutions made pursuant to Section 2.03
or
2.04 received or made in the month of
such Distribution
Date (other than
such
Liquidation Proceeds, Insurance Proceeds, REO Proceeds, Subsequent Recoveries
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.
4
<PAGE>
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 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, (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, or
(iii) with respect to the Mortgage
Loans for which a
broker's price opinion was
obtained, the value contained in such
opinion.
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.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan, the
assignment of the related Cooperative Lease
from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: With respect to any Distribution
Date, an
amount equal to (a) the sum of (i) the
amount relating to the
Mortgage Loans on
deposit in the Custodial Account as of the close of
business on the immediately
preceding Determination Date, including any
Subsequent Recoveries,
and amounts
deposited in the Custodial Account in connection with the substitution of
Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date with respect to the
Mortgage Loans, (iii) any amount deposited in the Certificate Account on the
related Certificate Account Deposit Date
pursuant to Section 3.12(a) in respect
of the Mortgage Loans, (iv) any amount that
the Master Servicer is not permitted
to withdraw from the Custodial Account pursuant to Section
3.16(e) with respect
to the Mortgage Loans, (v) any amount deposited in the Certificate Account
pursuant to Section 4.07 or 4.08 and any amounts deposited in the Custodial
Account pursuant to Section 9.01 and (vi) any amount
described in clauses
(A)
and (B) of Section 4.09(c), reduced by (b) the sum as of the
close of business
on the immediately preceding Determination Date of: (w) any payments or
collections consisting of prepayment charges on the Mortgage
Loans that were
received during the related Prepayment Period, (x) the Amount Held for Future
Distribution, (y) 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 (z) any Net Swap Payments owed to the Swap Counterparty and Swap
Termination Payments owed to the Swap Counterparty not due to a Swap
Counterparty Trigger Event for such
Distribution Date.
5
<PAGE>
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Book-Entry
Certificate: Any
Certificate registered
in the name of the
Depository or its nominee.
Business Day:
Any day other than (i)
a Saturday or a Sunday
or (ii) a
day on which banking institutions in the States of New York, Minnesota,
Illinois, Texas or Michigan (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.
Call Rights: As
defined in Section 9.01(e).
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 related 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 B
Certificate, Class SB Certificate or Class
R Certificate.
Certificate Account:
The account or accounts created and maintained
pursuant to Section 4.01, which shall be
entitled "JPMorgan Chase Bank, N.A., as
trustee, in trust for the registered holders of Residential Asset Mortgage
Products, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series
2005-RS7" 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.
6
<PAGE>
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, Class M or
Class B Certificate, on any date of determination, an amount equal to (i) the
Initial Certificate Principal Balance of such Certificate as
specified on the
face thereof minus (ii) the sum of (x) the
aggregate of all
amounts previously
distributed with respect to such Certificate (or any predecessor
Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(c) and (y) the aggregate of
all reductions in Certificate Principal
Balance deemed to have occurred in
connection with
Realized Losses which
were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05, provided,
that with respect to
any Distribution Date,
the Certificate Principal Balance of each class of
Class A, Class M and Class B
Certificates to which a Realized Loss was previously allocated and remains
unreimbursed will be increased, sequentially, as follows: first, the Class A
Certificates on a pro rata basis, then the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
B
Certificates, in that order, to the extent of Realized Losses previously
allocated thereto and remaining unreimbursed, but only to the extent of
Subsequent Recoveries received during the
previous calendar month. With respect
to each Class SB Certificate, on any date of determination,
an amount equal to
the Percentage Interest evidenced by such Certificate
times an amount equal to
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, Class M and Class B Certificates then outstanding. 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 the Class A
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, calculated at a rate equal to
LIBOR plus the related Class A
Margin, as calculated for such Distribution
Date, over (y) Accrued
Certificate
Interest on such Class of Class A Certificates for such Distribution Date
calculated at the Net WAC Cap Rate.
Class A Basis Risk Shortfall Carry-Forward Amount: With respect
to each
Class of Class A Certificates and any Distribution Date, the sum of (a) the
aggregate amount of Class A Basis Risk Shortfall for such Class on such
Distribution Date plus (b) any Class A
Basis Risk Shortfall Carry-Forward Amount
for such Class remaining unpaid from the
preceding Distribution
Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
the Excess Cash Flow or the Swap Agreement
pursuant to Section
4.02(c)(xiv) or
Section 4.09(c)(E), at a rate equal to the
related Pass-Through Rate.
7
<PAGE>
Class A Certificate:
Any one of the Class
A-1, Class A-2 or
Class A-3
Certificates.
Class A Interest
Distribution
Amount: With respect to each Class of
Class A Certificates and any Distribution
Date, the aggregate
amount of Accrued
Certificate Interest to be distributed to the holders of such
Class of Class A
Certificates for such Distribution Date, plus any related Accrued
Certificate
Interest thereon remaining unpaid from any
prior Distribution Date.
Class A Margin: With
respect to the Class A-1 Certificates, 0.120% per
annum. With respect to the Class A-2
Certificates,
initially 0.270% per
annum,
and on any Distribution Date on or after
the second
Distribution Date after the
possible Optional Termination Date, 0.540% per
annum. With respect to the Class
A-3 Certificates, initially 0.370% per
annum, and on any Distribution Date on or
after the second Distribution Date after
the first possible Optional Termination
Date, 0.740% per annum.
Class A Principal
Distribution Amount: With respect to any Distribution
Date (i) 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 (ii) 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, Class SB
and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC II for purposes
of the REMIC Provisions and (ii) the
right to receive the Class A Basis Risk
Shortfall
Carry-Forward Amount from the
Excess Cash Flow and the Swap Account to
the extent described herein.
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, Class SB
and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC II for purposes
of the REMIC Provisions and (ii) the
right to receive the Class A Basis Risk
Shortfall
Carry-Forward Amount from the
Excess Cash Flow and the Swap Account to
the extent described herein.
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, Class SB
and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC II for purposes
of the REMIC Provisions and (ii) the
right to receive the Class A Basis Risk
Shortfall
Carry-Forward Amount from the
Excess Cash Flow and the Swap Account to
the extent described herein.
8
<PAGE>
Class B Basis Risk
Shortfall: With
respect to the Class B Certificates
and any Distribution Date for which the Pass-Through Rate for any such
Certificates is equal to the Net WAC Cap Rate, the excess, if any, of (x)
Accrued Certificate Interest on such Certificates on
such Distribution
Date,
using LIBOR plus the Class B Margin, as
calculated for such
Distribution Date,
over (y) Accrued Certificate Interest on the Class B Certificates for such
Distribution Date calculated at the Net WAC
Cap Rate.
Class B Basis Risk Shortfall Carry-Forward Amount: With respect to the
Class B Certificates and any Distribution Date, the sum of (a) the
aggregate
amount of Class B Basis Risk Shortfall for such Certificates on such
Distribution Date plus (b) any Class B
Basis Risk Shortfall Carry-Forward Amount
for such Certificates 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 the Excess Cash Flow or the
Swap Agreement
pursuant to Section
4.02(c)(xiii) or Section 4.09(c)(E), at a
rate equal to the related Pass-Through
Rate.
Class B Certificate: Any one of the Class B Certificates executed
by the
Trustee and authenticated by the
Certificate Registrar substantially in the form
annexed hereto as Exhibit C, senior to the Class SB and Class R
Certificates
with respect to distributions and the
allocation of Realized Losses as set forth
in Section 4.05, and evidencing (i) an interest designated as a "regular
interest" in REMIC II for purposes of the
REMIC Provisions and (ii) the right to
receive the Class B Basis Risk Shortfall
Carry-Forward
Amount from Excess
Cash
Flow and the Swap Account to the extent
described herein.
Class B Interest
Distribution
Amount: With respect to the Class B
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class B Margin: With
respect to the Class B Certificates, initially
3.000% per 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 B Principal
Distribution Amount: With respect to any Distribution
Date (i) 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, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Principal
Distribution
Amounts or (ii) on or
after the
Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date,
the lesser of:
9
<PAGE>
(i) the remaining Principal Distribution Amount for that
Distribution Date
after distribution
of the Class A, Class
M-1, Class
M-2, Class M-3,
Class M-4,
Class M-5, Class M-6,
Class M-7, Class M-8
and Class M-9 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3, Class M-4,
Class M-5,
Class M-6,
Class M-7, Class M-8
and
Class M-9 Certificates
(after taking into account the payment of the
Class A, Class M-1,
Class M-2, Class M-3,
Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8 and Class M-9 Principal Distribution Amounts
for that Distribution Date) and (2) the Certificate Principal
Balance of
the Class B Certificates immediately prior to that Distribution Date
over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be
made on
that Distribution
Date and (y) the
excess, if any,
of the aggregate
Stated Principal
Balance of the
Mortgage Loans after
giving effect to
distributions to
be made that Distribution Date, over the
Overcollateralization Floor.
Class M Basis Risk Shortfall: With respect to the Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9
Certificates and any Distribution
Date for which the
Pass-Through Rate for
any
such Class of Certificates is equal to the
Net WAC Cap Rate, the excess, if any,
of (x) Accrued Certificate Interest on that Class of Certificates on such
Distribution Date, using LIBOR plus the related Class
M Margin, as
calculated
for such Distribution Date, over (y)
Accrued Certificate
Interest on such Class
of Class M Certificates for such
Distribution Date calculated at the Net WAC Cap
Rate.
Class M Basis Risk Shortfall Carry-Forward Amount: With respect to the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Certificates
and any Distribution
Date, the sum of
(a)
the aggregate amount of Class M Basis Risk
Shortfall for each such Class on such
Distribution Date plus (b) any Class M
Basis Risk Shortfall Carry-Forward Amount
for such Classes remaining unpaid from the
preceding Distribution Date, plus (c)
one month's interest on the amount in
clause (b) (based on the number of days in
the preceding Interest Accrual Period), to
the extent previously unreimbursed by
the Excess Cash Flow or the Swap Agreement
pursuant to Section 4.02(c)(xviii) or
Section 4.09(c)(E), at a rate equal to the
related Pass-Through Rate.
Class M Certificate:
Any one of the Class
M-1, Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 or Class M-9 Certificates.
Class M Margin: With
respect to the Class M-1 Certificates, 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. With respect to the Class M-2
Certificates,
initially 0.520% per
annum,
and on any Distribution Date on or after
the second
Distribution Date after the
first possible Optional Termination Date, 0.780% per
annum. With respect to the
Class M-3 Certificates, initially 0.540%
per annum, and on any Distribution Date
on or after the second Distribution Date after the first possible Optional
Termination Date, 0.810% per annum. With
respect to the Class M-4 Certificates,
initially 0.650% per annum, and on any
Distribution Date on
or after the second
Distribution Date after the first possible
Optional Termination Date, 0.975% per
10
<PAGE>
annum. With respect to the Class M-5
Certificates,
initially 0.700% per
annum,
and on any Distribution Date on or after
the second
Distribution Date after the
first possible Optional Termination Date, 1.050% per
annum. With respect to the
Class M-6 Certificates, 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. With
respect to the Class M-7 Certificates,
initially 1.300% per annum, and on any
Distribution Date on
or after the second
Distribution Date after the first possible
Optional Termination Date, 1.950% per
annum. With respect to the Class M-8
Certificates,
initially 1.500% per
annum,
and on any Distribution Date on or after
the second
Distribution Date after the
first possible Optional Termination Date, 2.250% per
annum. With respect to the
Class M-9 Certificates, initially 1.900%
per annum, and on any Distribution Date
on or after the second Distribution Date after the first possible Optional
Termination Date, 2.850% per annum.
Class M-1 Certificate: Any one of the Class M-1 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B, Class SB
and
Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow and the Swap
Account to the
extent
described herein.
Class M-1 Interest
Distribution Amount:
With respect to the
Class M-1
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date (i) 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 (ii) 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.
11
<PAGE>
Class M-2 Certificate: Any one of the Class M-2 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class B, Class SB and Class R
Certificates with respect to distributions
and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing (i) an interest designated as a
"regular interest" in REMIC II for purposes
of the REMIC Provisions and (ii) the
right to receive the Class M Basis Risk
Shortfall Carry-Forward Amount from
Excess Cash Flow and the Swap Account to
the extent described herein.
Class M-2 Interest
Distribution Amount:
With respect to the
Class M-2
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date (i) 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 (ii) on or after the
Stepdown Date if a Trigger Event is
not in effect for that Distribution Date,
the lesser of:
(i) the remaining Principal Distribution Amount for that
Distribution
Date after
distribution
of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution
Amount; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class A Certificates and Class M-1
Certificates (after
taking into account the payment of the Class A
Principal Distribution
Amount and the Class M-1 Principal Distribution
Amount for that
Distribution Date) and
(2) the Certificate
Principal
Balance of
the Class M-2 Certificates immediately prior to that
Distribution Date
over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and
(2) the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-4, Class M-5, Class M-6,
Class M-7, Class M-8, Class M-9, Class B,
Class SB and Class R Certificates with
respect to distributions and the allocation of Realized
Losses as set forth in
Section 4.05, and evidencing (i) an
interest designated as
a "regular interest"
in REMIC II for purposes of the REMIC
Provisions
and (ii) the right to
receive
the Class M Basis Risk Shortfall
Carry-Forward Amount
from Excess Cash Flow and
the Swap Account to the extent described
herein.
12
<PAGE>
Class M-3 Interest
Distribution Amount:
With respect to the
Class M-3
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1 and Class M-2
Principal Distribution
Amounts or (ii) 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, Class M-1 and
Class
M-2 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class A, Class M-1 and
Class M-2
Certificates (after
taking into account the payment of the Class A,
Class M-1 and Class M-2 Principal Distribution Amounts for that
Distribution Date) and
(2) the Certificate
Principal Balance of the
Class M-3 Certificates
immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class B, Class SB and
Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
II for purposes of the REMIC Provisions and (ii) the right to
receive the Class
M Basis Risk Shortfall Carry-Forward Amount from Excess Cash Flow and
the Swap
Account to the extent described herein.
Class M-4 Interest
Distribution Amount:
With respect to the
Class M-4
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2 and Class
M-3 Principal
Distribution
Amounts
or (ii) on or after the Stepdown Date if a Trigger Event is not in effect for
that Distribution Date, the lesser of:
13
<PAGE>
(i) the remaining Principal Distribution Amount for that
Distribution Date
after distribution
of the Class A, Class
M-1, Class
M-2 and Class M-3 Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2 and
Class M-3 Certificates
(after taking into account the payment of the
Class A, Class
M-1, Class M-2 and Class M-3 Principal Distribution
Amounts for that
Distribution Date) and
(2) the Certificate
Principal
Balance of
the Class M-4 Certificates immediately prior to that
Distribution Date
over (B) the
lesser of (x) the
product of (1) the
applicable
Subordination
Percentage and
(2) the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-6, Class M-7, Class M-8,
Class M-9, Class B, Class SB and Class R Certificates with respect to
distributions and the allocation of Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC
II for purposes of the REMIC Provisions and (ii) the right to
receive the Class
M Basis Risk Shortfall Carry-Forward Amount from Excess Cash Flow and
the Swap
Account to the extent described herein.
Class M-5 Interest
Distribution Amount:
With respect to the
Class M-5
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-5 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2, Class M-3 and Class M-4 Principal
Distribution Amounts or (ii) 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, Class
M-1, Class
M-2, Class M-3 and Class M-4 Principal Distribution Amounts;
and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3 and Class M-4 Certificates (after taking into account the
payment of the Class A, Class M-1, Class M-2, Class M-3 and Class M-4
Principal Distribution
Amounts 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.
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<PAGE>
Class M-6 Certificate: Any one of the Class M-6 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-7, Class M-8, Class M-9,
Class B, Class SB and Class R Certificates
with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular
interest" in REMIC II
for purposes of the
REMIC Provisions and (ii) the right to
receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow and the Swap
Account to the
extent
described herein.
Class M-6 Interest
Distribution Amount:
With respect to the
Class M-6
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-6 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2, Class M-3, Class M-4
and Class M-5 Principal
Distribution Amounts or (ii) 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, Class
M-1, Class
M-2, Class M-3, Class M-4 and Class M-5 Principal Distribution Amounts;
and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3,
Class M-4 and Class
M-5 Certificates
(after taking into
account the
payment of the Class
A, Class M-1, Class
M-2, Class M-3,
Class M-4 and Class M-5 Principal Distribution Amounts for that
Distribution Date) and
(2) the Certificate
Principal Balance of the
Class M-6 Certificates
immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination
Percentage and
(2) the aggregate Stated Principal Balance of the
Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and
(y) the excess, if
any, of the aggregate
Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class M-8, Class M-9,
Class B,
Class SB and Class R Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section
4.05, and evidencing
(i)
an interest designated as a "regular interest"
in REMIC III for purposes of the
REMIC Provisions and (ii) the right to
receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow and the Swap
Account to the
extent
described herein.
15
<PAGE>
Class M-7 Interest
Distribution Amount:
With respect to the
Class M-7
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-7 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5 and Class M-6
Principal Distribution Amounts or (ii) 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, Class
M-1, Class
M-2, Class
M-3, Class M-4, Class M-5 and Class M-6 Principal
Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates (after
taking
into account
the payment of the
Class A, Class M-1,
Class M-2, Class
M-3, Class M-4, Class M-5 and Class M-6 Principal Distribution Amounts
for that Distribution Date) and (2) the Certificate Principal
Balance of
the Class M-7 Certificates immediately prior to that Distribution
Date
over (B) the lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be
made on
that Distribution Date and (y) the excess,
if any, of the aggregate
Stated Principal
Balance of the
Mortgage Loans after
giving effect to
distributions to
be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to
the Class M-9, Class B, Class SB and
Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow and the Swap
Account to the
extent
described herein.
Class M-8 Interest
Distribution Amount:
With respect to the
Class M-8
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class M-8 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6
and Class M-7 Principal Distribution Amounts or (ii) on or after the
Stepdown
Date if a Trigger Event is not in effect
for that Distribution
Date, the lesser
of:
16
<PAGE>
(i) the remaining Principal Distribution Amount for that
Distribution Date
after distribution
of the Class A, Class
M-1, Class
M-2, Class M-3, Class
M-4, Class M-5, Class M-6 and Class M-7 Principal
Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3, Class M-4,
Class M-5, Class M-6
and Class M-7
Certificates
(after taking into account the payment of the Class A, Class M-1,
Class
M-2, Class M-3, Class
M-4, Class M-5, Class M-6 and Class M-7 Principal
Distribution Amounts for that Distribution Date) and (2) the
Certificate
Principal Balance of
the Class M-8
Certificates
immediately prior
to
that Distribution Date over (B) the lesser of (x) the product of
(1) the
applicable
Subordination
Percentage and
(2) the aggregate Stated
Principal
Balance of
the Mortgage Loans after giving effect to
distributions to be made on that Distribution Date and (y) the excess,
if any, of the aggregate Stated Principal Balance of the Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-9 Certificate: Any one of the Class M-9 Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit B, senior to the
Class B, Class SB
Certificates
and Class R Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section
4.05, and evidencing (i) an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow and the Swap
Account to the
extent
described herein.
Class M-9 Interest
Distribution Amount:
With respect to the
Class M-9
Certificates and any Distribution Date, the aggregate amount of Accrued
Certificate Interest to be distributed to the holders of such Class for
such
Distribution Date, plus any related Accrued Certificate Interest remaining
unpaid from any prior Distribution
Date.
Class
M-9 Principal Distribution Amount: With respect to any
Distribution Date (i) 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, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6,
Class M-7 and Class M-8 Principal
Distribution
Amounts or (ii) on or
after the
Stepdown Date if a Trigger Event is not in
effect for that
Distribution Date,
(a) the lesser of:
(i) the remaining Principal Distribution Amount for that
Distribution Date
after distribution
of the Class A, Class
M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
Class M-8
Principal Distribution Amounts; and
(ii) the excess, if any, of (A) the sum of (1) the
aggregate
Certificate Principal
Balance of the Class
A, Class M-1, Class M-2,
Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7 and Class M-8
Certificates (after
taking into account the payment of the Class A,
Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7 and Class
M-8 Principal
Distribution Amounts
for that Distribution
Date) and (2) the Certificate Principal Balance of the Class M-9
17
<PAGE>
Certificates
immediately prior to
that Distribution Date
over (B) the
lesser of (x) the product of (1) the applicable Subordination
Percentage
and (2) the aggregate
Stated Principal
Balance of the
Mortgage Loans
after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess, if any,
of the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be
made on that Distribution Date, over the Overcollateralization
Floor.
Class R Certificate:
Collectively, the Class R-I Certificates and Class
R-II Certificates.
Class R-I Certificate: Any one of the Class R-I Certificates
executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit E 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 E and
evidencing an interest
designated as a
"residual interest" in REMIC II for
purposes of the REMIC Provisions.
Class SB Certificate:
Any one of the Class SB Certificates executed by
the Trustee and authenticated by the
Certificate Registrar
substantially in the
form annexed hereto as Exhibit D,
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 II together with certain rights to
payments under the Swap Agreements for
purposes of the REMIC Provisions.
Closing Date: August
5, 2005.
Code: The Internal
Revenue Code of 1986, as amended.
Commission: The
Securities and Exchange Commission.
Cooperative: A
private, cooperative
housing corporation
which owns or
leases land and all or part of a building
or buildings,
including apartments,
spaces used for commercial purposes and common areas therein
and whose board of
directors authorizes, among other things,
the sale of Cooperative Stock.
Cooperative
Apartment:
A dwelling
unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative
Lease: With respect to a Cooperative
Loan, the proprietary
lease or occupancy agreement with respect
to the Cooperative
Apartment occupied
by the Mortgagor and relating to the
related Cooperative
Stock, which lease
or
agreement confers an exclusive right to the
holder of such Cooperative Stock to
occupy such apartment.
18
<PAGE>
Cooperative Loans:
Any of the
Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate,
(iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative
and the originator of
the Cooperative
Loan,
each of which was transferred and assigned to the Trustee
pursuant to
Section
2.01 and are from time to time held as part
of the Trust Fund.
Cooperative Stock:
With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Cooperative Stock
Certificate: With
respect to a Cooperative Loan, the
stock certificate or other instrument
evidencing the related Cooperative Stock.
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 4 New York Plaza,
6th Floor, New York,
New York 10004,
Attention: Worldwide Securities
Services/Global Debt, RAMP, Series 2005-RS5.
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 F hereto.
Custodian: A custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date: July 1,
2005.
Cut-off Date Balance:
$500,000,180.42.
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.
19
<PAGE>
Defaulting Party: As
defined in the Swap Agreement.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a
court of competent jurisdiction of the
Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any
reduction in
the amount of principal to be paid in
connection
with any scheduled Monthly
Payment that constitutes a permanent
forgiveness of
principal, which
valuation
or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
with a
Qualified Substitute Mortgage Loan.
Delinquent: As used
herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent
when a payment due on any scheduled due
date remains unpaid as of the close of business
on the next following
monthly
scheduled due date; "60 to 89 days" or "60 or more
days" delinquent when a
payment due on any scheduled due date
remains unpaid as of the close of business
on the second following monthly scheduled
due date; and so on. The determination
as to whether a Mortgage Loan falls into these categories is made as of the
close of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1
that remained unpaid
as of the close
of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the
last business day immediately prior
to the Cut-off Date.
Depositor: As defined
in the preamble hereto.
Depository: The
Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Exchange Act.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of
securities deposited with the Depository.
Derivative Contract:
Any ISDA Master Agreement, together with the
related Schedule and Confirmation,
entered into by the
Trustee and a Derivative
Counterparty in accordance with Section
4.11.
Derivative
Counterparty: Any
counterparty to a Derivative Contract as
provided in Section 4.11.
Destroyed Mortgage
Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not
been replaced.
20
<PAGE>
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,
which includes 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 the month
immediately following the month of the initial
issuance of the Certificates or,
if such 25th day is not a Business Day, the
Business Day
immediately
following
such 25th day.
DTC Letter: The Letter of Representations, dated August 5, 2005,
between
the Trustee, on behalf of the Trust Fund,
and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on
which the Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar
month of
such Distribution Date.
Eligible Account:
An account that is any of the following: (i)
maintained with a depository institution
the debt obligations of which have been
rated by each Rating Agency in its highest
rating available, or
(ii) an account
or accounts in a depository institution in
which such accounts are fully insured
to the limits established by the FDIC,
provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency,
as evidenced in writing,
be maintained such that (as evidenced by an
Opinion of Counsel
delivered to the
Trustee and each Rating Agency) the
registered Holders of
Certificates
have a
claim with respect to the funds in such
account or a perfected
first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository
institution with which such account is
maintained, or (iii) in the case of the
Custodial Account,
either (A) a trust
account or accounts maintained in the corporate trust department of JPMorgan
21
<PAGE>
Chase Bank, N.A., or (B) an account or accounts
maintained
in the corporate
asset services department of U.S. Bank
National Association as long as its short
term debt obligations are rated P-1 (or the
equivalent) or better by each Rating
Agency, and its long term debt
obligations are rated
A2 (or the equivalent) or
better, by each Rating Agency, or (iv) in
the case of the Certificate Account, a
trust account or accounts maintained in the
corporate trust division of JPMorgan
Chase Bank, N.A., or (v) an account or accounts
of a depository institution
acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency
that use of any such account as the
Custodial Account or the Certificate Account
will not reduce the rating assigned to any Class of
Certificates by such Rating
Agency below the lower of the then-current
rating or the rating assigned to such
Certificates as of the Closing Date by such
Rating Agency).
Eligible Master Servicing Compensation: With respect to any
Distribution
Date, an amount equal to Prepayment
Interest Shortfalls resulting from Principal
Prepayments in Full or Curtailments
during the related
Prepayment
Period, but
not more than 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, all income and gain on amounts
held in the
Custodial Account and the Certificate Account and amounts payable to the
Certificateholders with respect to such Distribution Date and servicing
compensation to which the Master Servicer may be entitled
pursuant to
Section
3.10(a)(v) and (vi) 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 7.02(a).
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 the Mortgage Loans and 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
Principal Remittance Amount for that Distribution Date and (B) the
Overcollateralization Reduction Amount, if
any, for that Distribution Date.
Excess
Overcollateralization
Amount: With respect
to any Distribution
Date, the excess, if any, of (a) the Overcollateralization Amount on such
Distribution Date over (b) the Required
Overcollateralization
Amount for such
Distribution Date.
Exchange Act: The
Securities Exchange Act of 1934, as amended.
Fannie Mae: Fannie
Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor
thereto.
FDIC: The Federal Deposit Insurance Corporation or any successor
thereto.
FHA: The Federal
Housing Administration, or its successor.
Final Certification:
As defined in Section 2.02.
22
<PAGE>
Final Distribution
Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later
than the end of
the 90-day liquidation period described in
Section 9.02.
Final Scheduled
Distribution Date:
Solely for purposes of
the face of
the Certificates, as follows: with respect to the Class A-1
Certificates, May
25, 2025; with respect to the Class A-2
Certificates,
April 25, 2033; with
respect to the Class A-3 Certificates,
July 25, 2035; with
respect to the Class
M-1 Certificates, July 25, 2035; with respect to the Class M-2
Certificates,
July 25, 2035; with respect to the Class
M-3 Certificates,
July 25, 2035;
with
respect to the Class M-4 Certificates,
July 25, 2035; with
respect to the Class
M-5 Certificates, July 25, 2035; with respect to the Class M-6
Certificates,
July 25, 2035; with respect to the Class
M-7 Certificates,
July 25, 2035;
with
respect to the Class M-8 Certificates,
July 25, 2035; with
respect to the Class
M-9 Certificates, July 25, 2035; with respect to the
Class B Certificates, July
25, 2035; and with respect to the Class SB
Certificates, July 25, 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, Class M or Class B Certificates on or before its Final Scheduled
Distribution Date.
Fixed Swap Payment: With respect to any Distribution Date on or
prior to
the distribution date in April, 2010, an amount equal to the
product of (x) a
fixed rate equal to 4.30% per annum, (y)
the Swap Agreement Notional Balance for
that Distribution Date and (z) a fraction,
the numerator of which
is 30 and the
denominator of which is 360.
Floating Swap Payment: With respect to any Distribution Date on or
prior
to the Distribution Date in April, 2010, 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.
Freddie Mac: The
Federal Home Loan
Mortgage Corporation,
a corporate
instrumentality of the United States
created and existing under Title III of the
Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Gross Margin: With
respect to each
adjustable rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated in Exhibit
G hereto as the "NOTE MARGIN," which
percentage is added to the related Index on
each Adjustment Date to determine (subject to rounding in accordance
with the
related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to
be borne by such Mortgage Loan until
the next Adjustment Date.
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Independent: When used
with respect to any specified Person, means such
a Person who (i) is in fact independent of the Depositor,
the Master
Servicer
and the Trustee, or any Affiliate thereof, (ii) does not have any direct
financial interest or any material indirect
financial interest in the Depositor,
the Master Servicer or the Trustee or in an
Affiliate thereof, and
(iii) is not
connected with the Depositor, the Master Servicer or the Trustee
as an officer,
employee, promoter, underwriter, trustee,
partner, director or person performing
similar functions.
Index: With respect to
any adjustable rate
Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the
related Mortgage
Note.
Initial Certificate
Principal Balance: With respect to each Class of
Certificates (other than the Class R
Certificates), the
Certificate
Principal
Balance of such Class of Certificates as of
the Closing Date as set forth in the
Preliminary Statement hereto.
Insurance Proceeds:
Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other
related insurance
policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the
restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan,
the related
Cooperative Apartment)
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, Class
M and Class
B Certificates, (i) with respect to the
Distribution
Date in August 2005,
the
period commencing on the Closing Date and ending on the day preceding the
Distribution Date in August 2005, and (ii)
with respect to any Distribution Date
after the Distribution Date in August 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.
With respect to the Class SB Certificates
and any Distribution
Date, the prior
calendar month.
Interest Distribution
Amount: The sum of the
Class A, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9
and Class B Interest Distribution
Amounts.
Interim Certification:
As defined in Section 2.02.
Interested Person: As of any date of determination, the Depositor, the
Master Servicer, the Trustee, any Mortgagor, any Manager of a Mortgaged
Property, or any Person known to a
Responsible Officer of
the Trustee to be an
Affiliate of any of them.
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.
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<PAGE>
LIBOR: With respect to any Distribution Date, the arithmetic mean
of the
London interbank offered rate quotations for
one-month U.S. Dollar
deposits,
expressed on a per annum basis, determined
in accordance with Section 1.02.
LIBOR Business Day:
Any day other than (i) a Saturday or Sunday or (ii)
a day on which banking institutions in London, England are required or
authorized to by law to be closed.
LIBOR Rate Adjustment Date: With respect to each Distribution
Date, the
second LIBOR Business Day immediately
preceding the
commencement of the related
Interest Accrual Period.
Limited Repurchase
Right Holder:
RFC Asset Holdings II, Inc., or its
successor.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Master Servicer in connection with the taking of an entire
Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a
defaulted Mortgage
Loan through
trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds and
Subsequent
Recoveries.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the
denominator of which
is the Appraised Value of the related
Mortgaged Property.
Marker Rate: With
respect to the Class SB Certificates or the REMIC II
Regular Interest SB-IO and any Distribution
Date, a per annum rate
equal to two
(2) multiplied by the weighted average of the Uncertificated REMIC I
Pass-Through Rates for each REMIC I Regular
Interest (other than the REMIC I
Regular Interest AA) with the rates on each
such REMIC I Regular Interest (other
than REMIC I Regular Interest ZZ) subject to a cap equal to the
Pass-Through
Rate for the corresponding Class for such
REMIC I Regular Interest, and the rate
on REMIC I Regular Interest ZZ subject to a cap of zero, in each case for
purposes of this calculation.
Maturity Date: With respect to each Class of Certificates representing
ownership of regular interest or
Uncertificated Regular Interests issued by each
of REMIC I and REMIC II the latest possible
maturity date,
solely for
purposes
of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the
Certificate Principal Balance of each such
Class of Certificates
representing a
regular interest in the Trust Fund would
be reduced to zero, which is, for each
such regular interest, July 25, 2035, which is the
Distribution Date occurring
in the month following the last scheduled
monthly payment of the Mortgage Loans.
Maximum Mortgage
Rate: With respect to any adjustable rate Mortgage
Loan, the rate indicated in Exhibit G
hereto as the "NOTE
CEILING," which
rate
is the maximum interest rate that may be applicable
to such adjustable rate
Mortgage Loan at any time during the life
of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable
rate Mortgage
Loan and any date of determination, the Maximum Mortgage Rate minus
the sum of
(i) the Subservicing Fee Rate and (ii) the
Servicing Fee Rate.
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MERS: Mortgage
Electronic
Registration
Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS(R) System:
The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage
Identification Number
for Mortgage Loans
registered
with MERS on the MERS(R)System.
Minimum Mortgage
Rate: With respect to any adjustable rate Mortgage
Loan, the greater of (i) the Note Margin
and (ii) the rate indicated in Exhibit
G hereto as the "NOTE FLOOR", which rate may be applicable to such adjustable
rate 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 Mortgage
Rate: With respect to any Mortgage Loan
that is the
subject of a Servicing Modification, the
Mortgage Rate, minus the rate per annum
by which the Mortgage Rate on such Mortgage
Loan was reduced.
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
which is not a Cooperative Loan, the
mortgage, deed of trust or other comparable
instrument creating a first or junior lien on
an estate in fee simple 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.
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<PAGE>
Mortgage Loan Schedule: The lists of the Mortgage Loans
attached hereto
as Exhibit G (as amended from time to time to reflect the
addition of Qualified
Substitute Mortgage Loans), which lists shall set forth at a minimum the
following information as to each Mortgage
Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity
of the Mortgage Note ("MATURITY DATE" or
"MATURITY DT") for Mortgage Loans;
(iv) the Mortgage Rate as of origination ("ORIG RATE");
(v) the Mortgage Rate
as of the Cut-off Date
for an adjustable
rate Mortgage Loan ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled
monthly payment of
principal,
if any, and
interest as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P
& I" for
the adjustable rate Mortgage Loans);
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T", "BT"
or "CT" under
the column "LN FEATURE,"
indicating that the
Mortgage Loan is secured by a second or
vacation
residence (the
absence of any such code means the Mortgage Loan is
secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE", indicating that
the
Mortgage Loan is secured by a non-owner occupied residence (the
absence
of
any such code means the Mortgage Loan is secured by an owner
occupied
residence);
(xii) the Maximum
Mortgage Rate for the adjustable rate Mortgage
Loans ("NOTE CEILING");
(xiii) the Maximum Net
Mortgage Rate for the adjustable rate
Mortgage Loans ("NET CEILING");
(xiv) the Note Margin
for the adjustable
rate Mortgage Loans
("NOTE MARGIN");
(xv) the first
Adjustment Date after
the Cut-off
Date for the
adjustable rate Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC DECR" or "PERIODIC INCR"); and
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<PAGE>
(xvii) (the rounding of the semi-annual or annual adjustment to
the Mortgage Rate with respect to the adjustable rate Mortgage Loans
("NOTE METHOD").
Such schedules may
consist of multiple
reports that
collectively set
forth all of the information required.
Mortgage Loans: Such
of the mortgage loans
transferred and assigned to
the Trustee pursuant to Section 2.01 as from
time to time are held or deemed to
be held as a part of the Trust Fund, the
Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part
of the Trust Fund including, without
limitation, (i) with respect to each
Cooperative
Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each
Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
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 Exhibit G, except in the case of
the adjustable rate Mortgage Loans indicated by an "X" on Exhibit G
or hereto
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 or, with respect to a Cooperative
Loan, the related
Cooperative Lease
and
Cooperative Stock.
Mortgagor: The obligor
on a Mortgage Note.
Net Mortgage Rate:
With respect to any
Mortgage Loan as of any date of
determination, a per annum rate equal to the
Mortgage Rate for such Mortgage
Loan as of such date minus the sum of (i) the
related Servicing Fee Rate and
(ii) the related Subservicing 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, Class M Certificates and Class B Certificates,
a per annum rate
equal to the excess, if any, of (A) the
product of (i) a per annum rate equal to
the weighted average of the Net Mortgage
Rates (or, if applicable, the Modified
Net Mortgage Rates) on the 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 on the last day of the related
Due Period and (ii) a
fraction equal to
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<PAGE>
30 divided by the actual number of days in
the related Interest
Accrual Period,
over (B) the product of (i) any Net Swap
Payments due to the
Swap Counterparty
or Swap Termination Payment not due to a
Swap Counterparty
Trigger Event due to
the Swap Counterparty allocable to the Mortgage Loans
divided by the aggregate
Stated Principal Balance of the Mortgage
Loans on the last day
of the related
Due Period and (ii) a fraction equal to 360
divided by the actual number of days
in the related Interest Accrual Period. For federal income tax purposes,
however, clause (A)(i) above shall be the
equivalent of that
which is provided
in such clause expressed as a per annum rate
equal to the weighted
average of
the Uncertificated REMIC I Pass-Through Rates on the
REMIC I Regular Interests,
weighted on the basis of the Uncertificated
Principal Balance of each such REMIC
I Regular Interest.
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 Officer's Certificate, delivered
to the Depositor, the Trustee and the Master Servicer setting forth such
determination, which shall include any other
information or reports obtained by
the Master Servicer such as property
operating statements,
rent rolls, property
inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above,
the Trustee shall be entitled to rely
upon any determination by the Master
Servicer that any Advance previously made
is a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Note Margin: With
respect to each
adjustable rate
Mortgage Loan, the
fixed percentage set forth in the related
Mortgage Note and indicated in Exhibit
G hereto 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.
29
<PAGE>
Notional Amount: With
respect to the Class SB Certificates or the REMIC
II Regular Interest SB-IO, immediately prior to any Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC I Regular
Interests.
Officers' Certificate:
A certificate signed by the Chairman of the
Board, the President, a Vice President, Assistant Vice President, Director,
Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an
Assistant Secretary of the Depositor or the
Master Servicer, as the case may be,
and delivered to the Trustee, as required
by this Agreement.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the
Depositor or the
Master Servicer, provided that any opinion of counsel (i)
referred to in the
definition of "Disqualified Organization" or (ii) relating to
the qualification
of REMIC I or REMIC II as REMICs or
compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion
of Independent counsel.
Optional Termination
Date: Any Distribution
Date on or after which the
Stated Principal Balance (after giving effect to
distributions
to be made on
such Distribution Date) of the Mortgage
Loans is less than 10.00% of the Cut-off
Date Balance.
Outstanding Mortgage
Loan: With respect to the Due Date in any Due
Period, a Mortgage Loan (including an REO
Property) that was not the subject of
a Principal Prepayment in Full, Cash
Liquidation or REO Disposition and that was
not purchased, deleted or substituted for prior to such Due Date
pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 4.08.
Overcollateralization Amount: With respect to any Distribution
Date, the
excess, if any, of (a) the aggregate
Stated Principal
Balance of the
Mortgage
Loans before giving effect to distributions of principal to be made on
such
Distribution Date over (b) the aggregate
Certificate
Principal Balance of
the
Class A, Class M and Class B Certificates as of such date, before taking into
account distributions of principal to be
made on that Distribution Date.
Overcollateralization Floor: An amount equal to the product of
0.50% and
the Cut-off Date Balance.
Overcollateralization
Increase Amount: With respect to any Distribution
Date, an amount equal to the lesser of (i) the Excess Cash Flow for that
Distribution Date available to make payments pursuant to clause (vi) of the
definition of "Principal Distribution Amount" and (ii) the excess,
if any, of
(x) the Required Overcollateralization Amount for that Distribution Date over
(y) the Overcollateralization Amount for
that Distribution Date.
Overcollateralization Reduction Amount: With respect to any
Distribution
Date for which the Excess Overcollateralization Amount is, or would be,
after
taking into account all other distributions to be made on such Distribution
Date, greater than zero, an amount equal to the lesser of (i) the Excess
Overcollateralization Amount for that Distribution Date and (ii) the
Principal
Remittance Amount on such Distribution
Date.
Ownership Interest:
With respect to any
Certificate, any
ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
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<PAGE>
Pass-Through Rate:
With respect to the
Class A Certificates
and each
Interest Accrual Period, a per annum rate
equal to the lesser of (i) LIBOR plus
the related Class A Margin and (ii) the Net
WAC Cap Rate. With
respect to the
Class M Certificates and each Interest
Accrual Period, a per annum rate equal to
the lesser of (i) LIBOR plus the related
Class M Margin and (ii) the Net WAC Cap
Rate. With respect to the Class B
Certificates and each Interest Accrual Period,
a per annum rate equal to the lesser of (i) LIBOR plus the related Class B
Margin and (ii) the Net WAC Cap Rate.
With respect
to the Class SB Certificates or the REMIC II Regular
Interest SB-IO, a per annum rate equal to the percentage equivalent of a
fraction, the numerator of which is (x) the sum, for each REMIC I Regular
Interest, of the excess of the
Uncertificated Pass-Through Rate for such REMIC I
Regular Interest over the Marker Rate,
applied to a notional amount equal to the
Uncertificated Principal Balance of such REMIC I Regular
Interest and (y)
the
denominator of which is the aggregate
Uncertificated
Principal Balance of the
REMIC I Regular Interests.
Paying Agent: JPMorgan
Chase Bank, N.A., or
any successor Paying Agent
appointed by the Trustee.
Percentage Interest:
With respect to any Class A, Class M or Class
B
Certificate, the undivided percentage ownership interest in the related
Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof divided by the
aggregate Initial Certificate Principal Balance of all of the
Certificates of
the same Class. The Percentage Interest with respect to a Class
SB Certificate
or Class R Certificate shall be stated on
the face thereof.
Periodic Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment Date pursuant to the terms of the related
Mortgage Note.
Permitted Investments:
One or more of the following:
(i) obligations of or
guaranteed as to principal and interest by
the United States or
any agency or
instrumentality
thereof when such
obligations are
backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing not more than one month from the date of acquisition thereof,
provided that
the unsecured obligations of the party agreeing to
repurchase such
obligations are at the time rated by each Rating Agency
in its highest short-term rating available;
(iii) federal funds,
certificates of deposit, demand deposits,
time deposits
and bankers' acceptances (which shall each have an
original maturity of
not more than 90 days and, in the case of bankers'
acceptances, shall in
no event have an
original maturity of
more than
365 days or a remaining maturity of more than 30 days)
denominated
in
United States
dollars of any U.S. depository institution or trust
company incorporated
under the laws of the
United States or any
state
thereof or of any domestic branch of a foreign depository
institution or
trust company;
provided that the debt
obligations of such
depository
institution or trust
company at the date of
acquisition
thereof have
31
<PAGE>
been rated by each
Rating Agency in its highest short-term rating
available; and,
provided further that, if the original maturity of such
short-term obligations
of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term
rating
of such institution
shall be A-1+ in the
case of Standard &
Poor's if
Standard & Poor's is a Rating Agency;
(iv) commercial
paper
and demand notes (having original
maturities of not more
than 365 days) of any
corporation
incorporated
under the laws of the United States or any state thereof which on the
date of acquisition
has been rated by each Rating Agency in its highest
short-term rating
available;
provided that such
commercial paper
and
demand notes shall have a remaining maturity of not more than 30
days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available (which
may
be managed by the Trustee or one of its Affiliates); and
(vi) other obligations
or securities that are acceptable to each
Rating
Agency as a Permitted
Investment
hereunder and will not
reduce
the rating assigned to
any Class of
Certificates by such Rating Agency
below the lower of the
then-current rating or
the rating assigned
to
such Certificates
as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive
only interest payments with respect
to the underlying debt instrument or (2)
the right to receive both principal and
interest payments derived from obligations underlying such instrument and
the
principal and interest payments with
respect to such instrument provide a yield
to maturity greater than 120% of the yield
to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of
Standard & Poor's
and Aaa in the
case of Moody's, and for purposes of this
Agreement, any
references herein
to
the highest rating available on unsecured
commercial paper and
short-term debt
obligations shall mean the following:
A-1 in the case of
Standard & Poor's and
P-1 in the case of Moody's; provided, however, that any Permitted Investment
that is a short-term debt obligation rated
A-1 by Standard & Poor's must satisfy
the following additional conditions: (i) the total amount of debt from A-1
issuers must be limited to the
investment
of monthly
principal and interest
payments (assuming fully amortizing
collateral);
(ii) the total amount
of A-1
investments must not represent more than 20% of the aggregate outstanding
Certificate Principal Balance of the Certificates and
each investment must not
mature beyond 30 days; (iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal
due at maturity that
cannot vary; and (iv)
if
the investments may be liquidated prior to
their maturity or are being relied on
to meet a certain yield, interest must be tied to a single
interest rate
index
plus a single fixed spread (if any) and must move
proportionately
with that
index. Any Permitted Investment may be purchased by or through the
Trustee or
its Affiliates.
Permitted Transferee:
Any Transferee of a
Class R Certificate,
other
than a Disqualified Organization or
Non-United States Person.
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Person: Any
individual,
corporation,
limited
liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Pool Stated
Principal
Balance:
With
respect
to any date of
determination, the aggregate of the Stated
Principal Balances of
each Mortgage
Loan that was an Outstanding Mortgage Loan
on the Due Date immediately preceding
the Due Period preceding such date of
determination.
Prepayment Assumption:
With respect to the Class A, Class M and Class B
Certificates, the prepayment assumption to be used for
determining the accrual
of original issue discount and premium and
market discount on such Certificates
for federal income tax purposes, which
assumes a prepayment rate of 20% HEP with
respect to the fixed-rate Mortgage Loans, and 100% PPC with respect to the
adjustable-rate Mortgage Loans.
Prepayment Interest Shortfall: With respect to any Distribution
Date and
any Mortgage Loan (other than a Mortgage
Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the
excess of one month's interest at the
related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated
Principal Balance of such Mortgage Loan
over the amount of interest (adjusted to the related Net Mortgage Rate (or
Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan)) paid by the
Mortgagor for such Prepayment Period to the
date of such Principal Prepayment in
Full or (b) a Curtailment during the prior calendar
month, an amount equal to
one month's interest at the related Net
Mortgage Rate (or Modified Net Mortgage
Rate in the case of a Modified Mortgage
Loan) on the amount of such Curtailment.
Prepayment Period:
With respect to any
Distribution Date, the calendar
month preceding the month of
distribution.
Primary Insurance
Policy: Each primary policy of mortgage guaranty
insurance as indicated by a numeric code on Exhibit G with the
exception of
either code "23" or "96" under the column
"MI CO CODE".
Principal Distribution
Amount: With respect to any Distribution
Date,
the lesser of (a) the excess of (x) the
Available Distribution
Amount over (y)
the Interest Distribution Amount and (b)
the sum of:
(i) the principal
portion of each
Monthly Payment
received or
Advanced with
respect to the
related Due Period on each Outstanding
Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed to have
been
so repurchased in accordance with Section 3.07(b)) pursuant to Section
2.02, 2.03, 2.04, 4.07 or 4.08, the amount of any shortfall
deposited in
the Custodial Account
in connection with the
substitution of a Deleted
Mortgage Loan
pursuant to Section 2.03 or 2.04 during the related
Prepayment Period and
the Stated Principal
Balance of Mortgage
Loans
purchased pursuant to
Section 9.01 in connection with such Distribution
Date, if applicable;
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(iii) the principal portion of all other unscheduled
collections,
other than Subsequent
Recoveries,
on the Mortgage
Loans (including,
without limitation,
Principal
Prepayments
in Full, Curtailments,
Insurance Proceeds,
Liquidation
Proceeds and REO
Proceeds) received
during the related Prepayment Period to the extent applied by the
Master
Servicer as recoveries
of principal of the Mortgage Loans pursuant to
Section 3.14;
(iv) the lesser of (a) Subsequent Recoveries for such
Distribution Date and
(b) the principal
portion of any Realized Losses
allocated to any Class of Certificates on a prior Distribution Date and
remaining unpaid;
(v) the sum of (I) the
lesser of (a) Excess
Cash Flow for that
Distribution Date (to
the extent not used
pursuant to clause
(iv) of
this definition on such Distribution Date) and (b) the principal
portion
of any Realized Losses incurred (or deemed to have been incurred)
on any
Mortgage Loans in the calendar month preceding such Distribution
Date to
the extent covered by
Excess Cash Flow for that Distribution Date and
(II) any amount described in clause (A) of Section 4.09(c); and
(vi) the sum of (I) the lesser of (a) the Excess Cash Flow for
such Distribution Date
(to the extent not used to cover Realized Losses
pursuant to clause (iv) and (v) of this definition on such
Distribution
Date) and (b) the Overcollateralization Increase Amount for such
Distribution Date to
the extent covered
by Excess Cash Flow for that
Distribution Date,
and (II) any
amount described in clause (B) of
Section 4.09(c);
minus
(vii) the amount of any Overcollateralization Reduction Amount
for such Distribution Date;
(viii) the amount of any Capitalization Reimbursement Amount for
such Distribution Date; and
(ix) any Net Swap Payments or Swap Termination Payment not due
to
a Swap Counterparty
Trigger Event due to
the Swap Counterparty
to the
extent not previously paid from interest or principal collections
on the
Mortgage Loans;
provided, however, that the Principal Distribution Amount on any
Distribution
Date shall not be less than zero or greater than the aggregate Certificate
Principal Balance of the Class A and Class
M Certificates.
Principal Prepayment:
Any payment of
principal or other
recovery on a
Mortgage Loan, including a recovery that takes
the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of
its scheduled Due
Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment
in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance
of a Mortgage Loan.
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Principal Remittance
Amount: With respect to any Distribution Date, the
sum of the amounts described in clauses
(i), (ii) and (iii) of the definition of
Principal Distribution Amount for that
Distribution Date.
Program Guide:
The Residential Funding Seller Guide for mortgage
collateral sellers that participate in
Residential Funding's
standard mortgage
programs, and Residential Funding's Servicing Guide and any
other subservicing
arrangements which Residential Funding has
arranged to accommodate the servicing
of the Mortgage Loans.
Purchase Price:
With respect to any Mortgage
Loan (or REO
Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04, 4.07 or 4.08, an amount equal
to the sum of (i) (a) if such Mortgage
Loan (or REO Property) is being purchased
pursuant to Sections
2.02, 2.03, 2.04
or 4.07 of this Agreement, 100% of the
Stated Principal Balance thereof plus the
principal portion of any related
unreimbursed
Advances or (b) if
such Mortgage
Loan (or REO Property) is being purchased pursuant to Section 4.08 of this
Agreement, the greater of (1) 100% of the
Stated Principal Balance thereof plus
the principal portion of any related
unreimbursed Advances on such Mortgage Loan
(or REO Property) and (2) the fair market
value thereof plus the principal
portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at
the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the rate per annum at
which the Servicing
Fee is
calculated, or (b) in the case of a
purchase made by the Master Servicer, at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan), in each case on the Stated
Principal Balance thereof to, but not
including, the first day of the month
following the month of
purchase from the
Due Date to which interest was last paid by
the Mortgagor.
Qualified Insurer: A
mortgage guaranty insurance company duly qualified
as such under the laws of the state of its
principal place of
business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states
and to write the
insurance provided by the insurance policy
issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a claims paying
ability rating of at
least "AA" or equivalent rating by a
nationally recognized
statistical
rating
organization. Any replacement insurer with
respect to a Mortgage Loan must have
at least as high a claims paying
ability rating as the insurer it replaces
had
on the Closing Date.
Qualified Substitute
Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Depositor for a
Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly
payment due in the
month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate
outstanding principal
balance, after
such deduction), not in excess of the Stated
Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding, in the Custodial Account in the month of
substitution);
(ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value
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Ratio at the time of substitution no higher than that of the Deleted
Mortgage
Loan at the time of substitution;
(iv) have a remaining
term to stated maturity
not greater than (and not more than one year
less than)
that of the
Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4
of the Assignment
Agreement;
and
(vi) in the case of the adjustable rate
Mortgage Loans, (w) have a Mortgage Rate
that adjusts with the same frequency and based upon the same Index as
that of
the Deleted Mortgage Loan, (x) have a Note Margin not less than that of
the
Deleted Mortgage Loan; (y) have a Periodic
Rate Cap that is equal to that of the
Deleted Mortgage Loan; and (z) have a next
Adjustment Date no later than that of
the Deleted Mortgage Loan.
Rating Agency:
Moody's and Standard & Poor's. If any agency or a
successor is no longer in existence,
"Rating Agency" shall
be such
statistical
credit rating agency, or other comparable
Person, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss:
With respect to each
Mortgage Loan (or REO Property) as
to which a Cash Liquidation or REO
Disposition has occurred, an amount (not less
