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
february 1, 2005
Mortgage Asset-Backed
Pass-Through Certificates
Series 2005-RS2
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS........................................................................3
Section 1.01.
Definitions.................................................................3
Accrued Certificate
Interest............................................................3
Adjusted Mortgage
Rate..................................................................3
Adjustment
Date.........................................................................3
Advance.................................................................................3
Affiliate...............................................................................4
Agreement...............................................................................4
Amount Held for Future
Distribution.....................................................4
Appraised
Value.........................................................................4
Assignment..............................................................................4
Assignment
Agreement....................................................................4
Available Distribution
Amount...........................................................4
Bankruptcy
Code.........................................................................5
Book-Entry
Certificate..................................................................5
Business
Day............................................................................5
Call
Rights.............................................................................5
Capitalization Reimbursement
Amount.....................................................5
Cash
Liquidation........................................................................5
Certificate.............................................................................5
Certificate
Account.....................................................................5
Certificate Account Deposit
Date........................................................5
Certificateholder or
Holder.............................................................6
Certificate
Owner.......................................................................6
Certificate Principal
Balance...........................................................6
Certificate Register and Certificate
Registrar..........................................6
Class...................................................................................6
Class A Basis Risk
Shortfall............................................................7
Class A Basis Risk Shortfall Carry-Forward
Amount.......................................7
Class A
Certificate.....................................................................7
Class A-I
Certificate...................................................................7
Class A-II
Certificate..................................................................7
Class A-I-1
Certificate.................................................................7
Class A-I-2
Certificate.................................................................7
Class A-II-1
Certificate................................................................7
Class A-II-2
Certificate................................................................8
Class A-II-3
Certificate................................................................8
Class A Interest Distribution
Amount....................................................8
Class A
Margin..........................................................................8
Class A Principal Distribution
Amount...................................................9
Class A-I Principal Distribution
Amount.................................................9
Class A-II Principal Distribution
Amount................................................9
Class M
Certificate.....................................................................9
Class M-1
Certificate...................................................................9
Class M-1 Interest Distribution
Amount..................................................9
Class M-1 Principal Distribution
Amount................................................10
Class M-2
Certificate..................................................................10
Class M-2 Interest Distribution
Amount.................................................10
Class M-2 Principal Distribution
Amount................................................10
Class M-3
Certificate..................................................................11
Class M-3 Interest Distribution
Amount.................................................11
Class M-3 Principal Distribution
Amount................................................11
Class M-4
Certificate..................................................................12
Class M-4 Interest Distribution
Amount.................................................12
Class M-4 Principal Distribution
Amount................................................12
Class M-5
Certificate..................................................................12
Class M-5 Interest Distribution
Amount.................................................12
Class M-5 Principal Distribution
Amount................................................13
Class M-6
Certificate..................................................................13
Class M-6 Interest Distribution
Amount.................................................13
Class M-6 Principal Distribution
Amount................................................14
Class M-7
Certificate..................................................................14
Class M-7 Interest Distribution
Amount.................................................14
Class M-7 Principal Distribution
Amount................................................14
Class M-8
Certificate..................................................................15
Class M-8 Interest Distribution
Amount.................................................15
Class M-8 Principal Distribution
Amount................................................15
Class M Basis Risk
Shortfall...........................................................16
Class M Basis Risk Shortfall Carry-Forward
Amount......................................16
Class M
Margin.........................................................................16
Class R
Certificate....................................................................16
Class R-I
Certificate..................................................................16
Class R-II
Certificate.................................................................17
Class SB
Certificates..................................................................17
Closing
Date...........................................................................17
Code...................................................................................17
Commission.............................................................................17
Corporate Trust
Office.................................................................17
Corresponding
Class....................................................................17
Credit
Repository......................................................................17
Curtailment............................................................................17
Custodial
Account......................................................................17
Custodial
Agreement....................................................................17
Custodian..............................................................................17
Cut-off
Date...........................................................................17
Cut-off Date
Balance...................................................................17
Cut-off Date Principal
Balance.........................................................17
Debt Service
Reduction.................................................................18
Deficient
Valuation....................................................................18
Definitive
Certificate.................................................................18
Deleted Mortgage
Loan..................................................................18
Delinquent.............................................................................18
Depository.............................................................................18
Depository
Participant.................................................................18
Derivative
Contract....................................................................18
Derivative
Counterparty................................................................18
Destroyed Mortgage
Note................................................................18
Determination
Date.....................................................................19
Disqualified
Organization..............................................................19
Distribution
Date......................................................................19
Due
Date...............................................................................19
Due
Period.............................................................................19
Eligible
Account.......................................................................19
Eligible Master Servicing
Compensation.................................................20
ERISA..................................................................................20
Event of
Default.......................................................................20
Excess Cash
Flow.......................................................................20
Excess Overcollateralization
Amount....................................................20
Exchange
Act...........................................................................20
Fannie
Mae.............................................................................20
FASIT..................................................................................20
FDIC...................................................................................20
FHA....................................................................................20
Final
Certification....................................................................21
Final Distribution
Date................................................................21
Final Scheduled Distribution
Date......................................................21
Fitch..................................................................................21
Foreclosure
Profits....................................................................21
Freddie
Mac............................................................................21
Gross
Margin...........................................................................21
Group I
Loans..........................................................................21
Group II
Loans.........................................................................22
Independent............................................................................22
Index..................................................................................22
Initial Certificate Principal
Balance..................................................22
Insurance
Proceeds.....................................................................22
Interest Accrual
Period................................................................22
Interest Distribution
Amount...........................................................22
Interim
Certification..................................................................22
Interested
Person......................................................................22
Late
Collections.......................................................................22
LIBOR..................................................................................23
LIBOR Business
Day.....................................................................23
LIBOR Rate Adjustment
Date.............................................................23
Limited Repurchase Right
Holder........................................................23
Liquidation
Proceeds...................................................................23
Loan-to-Value
Ratio....................................................................23
Marker
Rate............................................................................23
Maturity
Date..........................................................................23
Maximum Mortgage Loan
Rate.............................................................23
Maximum Mortgage
Rate..................................................................23
Maximum Net Mortgage
Rate..............................................................24
MERS...................................................................................24
MERS(R)System...........................................................................24
MIN....................................................................................24
Minimum Mortgage
Rate..................................................................24
Modified Mortgage
Loan.................................................................24
Modified Mortgage
Rate.................................................................24
Modified Net Mortgage
Rate.............................................................24
MOM
Loan...............................................................................24
Monthly Ceiling
Rate...................................................................24
Monthly
Payment........................................................................24
Monthly Strike
Rate....................................................................24
Moody's................................................................................25
Mortgage...............................................................................25
Mortgage
File..........................................................................25
Mortgage Loan
Schedule.................................................................25
Mortgage
Loans.........................................................................26
Mortgage
Note..........................................................................26
Mortgage
Rate..........................................................................26
Mortgaged
Property.....................................................................26
Mortgagor..............................................................................26
Net Mortgage
Rate......................................................................26
Net WAC Cap
Rate.......................................................................27
Non-Primary Residence
Loans............................................................27
Non-United States
Person...............................................................27
Nonrecoverable
Advance.................................................................27
Nonsubserviced Mortgage
Loan...........................................................27
Note
Margin............................................................................27
Notice.................................................................................27
Officers'
Certificate..................................................................27
Opinion of
Counsel.....................................................................28
Optional Termination
Date..............................................................28
Outstanding Mortgage
Loan..............................................................28
Overcollateralization
Amount...........................................................28
Overcollateralization
Floor............................................................28
Overcollateralization Increase
Amount..................................................28
Overcollateralization Reduction
Amount.................................................28
Ownership
Interest.....................................................................28
Pass-Through
Rate......................................................................28
Paying
Agent...........................................................................29
Percentage
Interest....................................................................29
Periodic
Cap...........................................................................29
Permitted
Investments..................................................................29
Permitted
Transferee...................................................................30
Person.................................................................................31
Pool Stated Principal
Balance..........................................................31
Prepayment
Assumption..................................................................31
Prepayment Interest
Shortfall..........................................................31
Prepayment
Period......................................................................31
Primary Insurance
Policy...............................................................31
Principal Allocation
Amount............................................................31
Principal Distribution
Amount..........................................................31
Principal
Prepayment...................................................................32
Principal Prepayment in
Full...........................................................33
Principal Remittance
Amount............................................................33
Program
Guide..........................................................................33
Purchase
Price.........................................................................33
Qualified
Insurer......................................................................33
Qualified Substitute Mortgage
Loan.....................................................33
Rating
Agency..........................................................................34
Realized
Loss..........................................................................34
Record
Date............................................................................35
Regular
Certificates...................................................................35
Regular
Interest.......................................................................35
Relief
Act.............................................................................35
Relief Act
Shortfalls..................................................................35
REMIC..................................................................................35
REMIC
Administrator....................................................................35
REMIC
I................................................................................35
REMIC I Interest Loss Allocation
Amount................................................35
REMIC I Overcollateralized
Amount......................................................36
REMIC I Principal Loss Allocation
Amount...............................................36
REMIC I Regular
Interests..............................................................36
REMIC I Regular Interest
AA............................................................36
REMIC I Regular Interest
A-I-1.........................................................36
REMIC I Regular Interest
A-I-2.........................................................36
REMIC I Regular Interest
A-II-1........................................................36
REMIC I Regular Interest
A-II-2........................................................36
REMIC I Regular Interest
A-II-3........................................................36
REMIC I Regular Interest
M-1...........................................................37
REMIC I Regular Interest
M-2...........................................................37
REMIC I Regular Interest
M-3...........................................................37
REMIC I Regular Interest
M-4...........................................................37
REMIC I Regular Interest
M-5...........................................................37
REMIC I Regular Interest
M-6...........................................................37
REMIC I Regular Interest
M-7...........................................................37
REMIC I Regular Interest
M-8...........................................................37
REMIC I Regular Interest
ZZ............................................................37
REMIC I Regular Interest ZZ Maximum Interest Deferral
Amount...........................38
REMIC I Required Overcollateralization
Amount..........................................38
REMIC
II...............................................................................38
REMIC
Provisions.......................................................................38
REO
Acquisition........................................................................38
REO
Disposition........................................................................38
REO Imputed
Interest...................................................................38
REO
Proceeds...........................................................................38
REO
Property...........................................................................38
Reportable Modified Mortgage
Loan......................................................38
Repurchase
Event.......................................................................39
Request for
Release....................................................................39
Required Insurance
Policy..............................................................39
Required Overcollateralization
Amount..................................................39
Reserve
Fund...........................................................................39
Reserve Fund
Deposit...................................................................39
Reserve Fund Residual
Right............................................................39
Residential
Funding....................................................................40
Responsible
Officer....................................................................40
Senior Enhancement
Percentage..........................................................40
Sequential Trigger
Event...............................................................40
Servicing
Accounts.....................................................................40
Servicing
Advances.....................................................................40
Servicing
Fee..........................................................................40
Servicing Fee
Rate.....................................................................40
Servicing
Modification.................................................................41
Servicing
Officer......................................................................41
Sixty-Plus Delinquency
Percentage......................................................41
Standard &
Poor's......................................................................41
Startup
Date...........................................................................41
Stated Principal
Balance...............................................................41
Stepdown
Date..........................................................................41
Sub-Group..............................................................................41
Subordination..........................................................................42
Subordination
Percentage...............................................................42
Subsequent
Recoveries..................................................................42
Subserviced Mortgage
Loan..............................................................42
Subservicer............................................................................42
Subservicer
Advance....................................................................42
Subservicing
Account...................................................................42
Subservicing
Agreement.................................................................42
Subservicing
Fee.......................................................................42
Subservicing Fee
Rate..................................................................42
Tax
Returns............................................................................43
Transfer...............................................................................43
Transferee.............................................................................43
Transferor.............................................................................43
Trigger
Event..........................................................................43
Trust
Fund.............................................................................43
Uniform Single Attestation Program for Mortgage
Bankers................................44
Uncertificated Accrued
Interest........................................................44
Uncertificated Principal
Balance.......................................................44
Uncertificated REMIC I Pass-Through
Rate...............................................44
Uninsured
Cause........................................................................44
United States
Person...................................................................44
VA.....................................................................................44
Voting
Rights..........................................................................45
Yield Maintenance
Agreement............................................................45
Yield Maintenance Agreement
Counterparty...............................................45
Yield Maintenance Agreement Notional
Balance...........................................45
Yield Maintenance Agreement
Payment....................................................45
Yield Maintenance Agreement Purchase
Price.............................................45
Section 1.02. Determination of
LIBOR.....................................................45
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..................47
Section 2.01. Conveyance of Mortgage
Loans...............................................47
Section 2.02. Acceptance by
Trustee......................................................50
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer
and the
Depositor..........................................................52
Section 2.04. Representations and Warranties of Residential
Funding......................54
Section 2.05. Execution and Authentication of Certificates;
Conveyance of REMIC I
Regular
Interests..........................................................56
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................................57
Section 3.01. Master Servicer to Act as
Servicer.........................................57
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers;
Enforcement of Subservicers'
Obligations...................................58
Section 3.03. Successor
Subservicers.....................................................59
Section 3.04. Liability of the Master
Servicer...........................................60
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or
Certificateholders.........................................................60
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee............60
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial
Account....................................................................61
Section 3.08. Subservicing Accounts; Servicing
Accounts..................................63
Section 3.09. Access to Certain Documentation and Information
Regarding the
Mortgage
Loans.............................................................65
Section 3.10. Permitted Withdrawals from the Custodial
Account...........................65
Section 3.11. Maintenance of Primary Insurance
Coverage..................................67
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage..........68
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification
Agreements; Certain
Assignments............................................69
Section 3.14. Realization Upon Defaulted Mortgage
Loans..................................71
Section 3.15. Trustee to Cooperate; Release of Mortgage
Files............................73
Section 3.16. Servicing and Other Compensation; Eligible Master
Servicing
Compensation...............................................................75
Section 3.17. Reports to the Trustee and the
Depositor...................................76
Section 3.18. Annual Statement as to
Compliance..........................................76
Section 3.19. Annual Independent Public Accountants' Servicing
Report....................76
Section 3.20. Right of the Depositor in Respect of the Master
Servicer...................77
Section 3.21. Advance
Facility...........................................................77
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS...................................................82
Section 4.01. Certificate
Account........................................................82
Section 4.02.
Distributions..............................................................82
Section 4.03. Statements to Certificateholders; Statements to
Rating Agencies;
Exchange Act
Reporting.....................................................89
Section 4.04. Distribution of Reports to the Trustee and the
Depositor; Advances
by the Master
Servicer.....................................................92
Section 4.05. Allocation of Realized
Losses..............................................93
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property..............95
Section 4.07. Optional Purchase of Defaulted Mortgage
Loans..............................95
Section 4.08. Limited Mortgage Loan Repurchase
Right.....................................96
Section 4.09. Distribution of Class A Basis Risk Shortfall
Carry-Forward Amounts
and Class M Basis Risk Shortfall Carry-Forward Amounts; Reserve
Fund.......................................................................96
Section 4.10.
[Reserved].................................................................98
Section 4.11. Derivative
Contracts.......................................................98
ARTICLE V THE
CERTIFICATES.................................................................100
Section 5.01. The
Certificates..........................................................100
Section 5.02. Registration of Transfer and Exchange of
Certificates.....................102
Section 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates.........................107
Section 5.04. Persons Deemed
Owners.....................................................108
Section 5.05. Appointment of Paying
Agent...............................................108
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER...........................................109
Section 6.01. Respective Liabilities of the Depositor and the
Master Servicer...........109
Section 6.02. Merger or Consolidation of the Depositor or the
Master Servicer;
Assignment of Rights and Delegation of Duties by Master
Servicer..........109
Section 6.03. Limitation on Liability of the Depositor, the Master
Servicer and
Others....................................................................110
Section 6.04. Depositor and Master Servicer Not to
Resign...............................111
ARTICLE VII
DEFAULT........................................................................112
Section 7.01. Events of
Default.........................................................112
Section 7.02. Trustee or Depositor to Act; Appointment of
Successor.....................113
Section 7.03. Notification to
Certificateholders........................................115
Section 7.04. Waiver of Events of
Default...............................................115
ARTICLE VIII CONCERNING THE
TRUSTEE........................................................116
Section 8.01. Duties of
Trustee.........................................................116
Section 8.02. Certain Matters Affecting the
Trustee.....................................117
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans.....................119
Section 8.04. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.......119
Section 8.05. Eligibility Requirements for
Trustee......................................120
Section 8.06. Resignation and Removal of the
Trustee....................................121
Section 8.07. Successor
Trustee.........................................................122
Section 8.08. Merger or Consolidation of
Trustee........................................122
Section 8.09. Appointment of Co-Trustee or Separate
Trustee.............................122
Section 8.10. Appointment of
Custodians.................................................123
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.......................................128
ARTICLE X REMIC
PROVISIONS.................................................................129
Section 10.01.REMIC
Administration......................................................129
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification..........132
ARTICLE XI MISCELLANEOUS
PROVISIONS........................................................134
Section
11.01.Amendment.................................................................134
Section 11.02.Recordation of Agreement;
Counterparts....................................136
Section 11.03.Limitation on Rights of
Certificateholders................................137
Section 11.04.Governing
Law.............................................................137
Section
11.05.Notices...................................................................138
Section 11.06.Notices to Rating
Agencies................................................138
Section 11.07.Severability of
Provisions................................................139
Section 11.08.Supplemental Provisions for
Resecuritization..............................139
Section
11.09.[Reserved]................................................................140
Section 11.10.Third Party
Beneficiary...................................................140
Exhibits
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
Form of Class SB Certificate
Exhibit D
Form of Class R Certificate
Exhibit E
Form of Custodial Agreement
Exhibit F-1
Group I Loan Schedule
Exhibit F-2
Group II Loan Schedule
Exhibit G
Forms of Request for Release
Exhibit H-1
Form of Transfer Affidavit and Agreement
Exhibit H-2
Form of Transferor Certificate
Exhibit I
Form of Investor Representation Letter
Exhibit J
Form of Transferor Representation Letter
Exhibit K
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section
11.01(e) for a Limited Guaranty
Exhibit L
Form of Limited Guaranty
Exhibit M
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit N
Form of Rule 144A Investment Representation
Exhibit O
[Reserved]
Exhibit P
Form of ERISA Representation Letter (Class M Certificates)
Exhibit Q
[Reserved]
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 Yield Maintenance Agreement Notional Balances
Exhibit U
Schedule of Monthly Strike Rates and Monthly Ceiling Rates
This
Pooling and Servicing Agreement, effective as of February 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).
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 Reserve
Fund and the Yield Maintenance 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 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.
Uncertificated REMIC I
Uncertificated REMIC I
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date
AA
Variable(1)
$710,500,025.12
February 25, 2035
A-I-1
Variable(1)
$3,826,080.00
February 25, 2035
A-I-2
Variable(1)
$425,120.00
February 25, 2035
A-II-1
Variable(1)
$868,000.00
February 25, 2035
A-II-2
Variable(1)
$645,300.00
February 25, 2035
A-II-3
Variable(1)
$126,100.00
February 25, 2035
M-1
Variable(1)
$416,880.00
February 25, 2035
M-2
Variable(1)
$217,500.00
February 25, 2035
M-3
Variable(1)
$126,880.00
February 25, 2035
M-4
Variable(1)
$126,880.00
February 25, 2035
M-5
Variable(1)
$126,880.00
February 25, 2035
M-6
Variable(1)
$108,750.00
February 25, 2035
M-7
Variable(1)
$126,880.00
February 25, 2035
M-8
Variable(1)
$108,750.00
February 25, 2035
ZZ
Variable(1)
$7,250,000.51
February 25, 2035
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
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 and the Class R Certificates. 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.
Aggregate
Initial
Certificate
Pass-Through
Principal
Final Scheduled
Initial
Designation
Type
Rate
Balance
Features
Distribution Date
Ratings(4)
Moody's
Fitch
Class A-I-1
Senior
Adjustable(1)(2)
$382,608,000
Senior
February 25, 2035
Aaa
AAA
Class A-I-2
Senior
Adjustable(1)(2)
$42,512,000
Senior
February 25, 2035
Aaa
AAA
Class A-II-1
Senior
Adjustable(1)
$86,800,000
Senior
February 25, 2035
Aaa
AAA
Class A-II-2
Senior
Adjustable(1)(2)
$64,530,000
Senior
June 25, 2026
Aaa
AAA
Class A-II-3
Senior
Adjustable(1)(2)
$12,610,000
Senior
December 25, 2033
Aaa
AAA
Class M-1
Mezzanine
Adjustable(1)(2)
$41,688,000
Mezzanine
February 25, 2035
Aaa
AA+
Class M-2
Mezzanine
Adjustable(1)(2)
$21,750,000
Mezzanine
February 25, 2035
Aa1
AA
Class M-3
Mezzanine
Adjustable(1)(2)
$12,688,000
Mezzanine
February 25, 2035
Aa3
AA-
Class M-4
Mezzanine
Adjustable(1)(2)
$12,688,000
Mezzanine
February 25, 2035
A1
A+
Class M-5
Mezzanine
Adjustable(1)(2)
$12,688,000
Mezzanine
February 25, 2035
A2
A
Class M-6
Mezzanine
Adjustable(1)(2)
$10,875,000
Mezzanine
February 25, 2035
A3
A-
Class M-7
Mezzanine
Adjustable(1)(2)
$12,688,000
Mezzanine
February 25, 2035
Baa1
BBB+
Class M-8
Mezzanine
Adjustable(1)(2)
$10,875,000
Mezzanine
February 25, 2035
Baa2
BBB
Class SB
Subordinate
Variable(3)
$25.63
Subordinate
N/A
N/R
N/R
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
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(1)
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Subject to a
cap as described in the definition of “Pass-Through
Rate” herein. Calculated in accordance with the definition of
“Pass-Through Rate” herein.
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(2)
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On and after
the second Distribution Date after the first possible Optional
Termination Date, the margin on each of the Class A-I-1, Class
A-I-2, Class A-II-2 and Class A-II-3 Certificates will double and
the margin on each of the Class M Certificates will increase by 1.5
times.
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(3)
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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.
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The
Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $725,000,025.63. 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 Certificates and Class M Certificates, interest accrued
during the preceding Interest Accrual Period on its Certificate
Principal Balance immediately prior to such Distribution Date at
the related Pass-Through Rate for that Distribution
Date.
The
amount of Accrued Certificate Interest on each Class of
Certificates shall be reduced by the amount of (a) Prepayment
Interest Shortfalls on the Mortgage Loans during the prior calendar
month (to the extent not covered by Eligible Master Servicing
Compensation pursuant to Section 3.16) and Relief Act Shortfalls on
Mortgage Loans during the related Due Period, in each case to the
extent allocated to that Class of Certificates pursuant to Section
4.02(h); and (b) the interest portion of Realized Losses allocated
to such Class through Subordination as described in Section
4.05.
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 in each case, reduced by any interest shortfalls
with respect to the Mortgage Loans in the related Loan Group
including Prepayment Interest Shortfalls to the extent not covered
by Eligible Master Servicing Compensation pursuant to Section 3.16
or by Excess Cash Flow pursuant to clauses (xiv) and (xv) of
Section 4.02(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 Certificates and Class M 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: As 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:
As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate:
With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For
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: As 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.
Appraised
Value: As 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.
Available
Distribution Amount: As 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, (iii) any amount
deposited in the Certificate Account on the related Certificate
Account Deposit Date pursuant to Section 3.12(a), (iv) any amount
that the Master Servicer is not permitted to withdraw from the
Custodial Account pursuant to Section 3.16(e) and (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, 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 and (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).
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: As 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: As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO Acquisition occurred, a
determination by the Master Servicer that it has received all
Insurance Proceeds, Liquidation Proceeds and other payments or cash
recoveries which the Master Servicer reasonably and in good faith
expects to be finally recoverable with respect to such Mortgage
Loan.
Certificate: Any Class A Certificate, Class M
Certificate, Class SB Certificate or Class R Certificate.
Certificate
Account: The account or accounts created and maintained pursuant to
Section 4.01, which shall be entitled “JPMorgan Chase Bank,
N.A., as trustee, in trust for the registered holders of
Residential Asset Mortgage Products, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 2005-RS2” and which must be
an Eligible Account.
Certificate
Account Deposit Date: As to any Distribution Date, the Business Day
prior thereto.
Certificateholder
or Holder: The Person in whose name a Certificate is registered in
the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a
Class R Certificate for any purpose hereof. Solely for the purpose
of giving any consent or direction pursuant to this Agreement, any
Certificate, other than a Class R Certificate, registered in the
name of the Depositor, the Master Servicer or any Subservicer or
any Affiliate thereof shall be deemed not to be outstanding and the
Percentage Interest or Voting Rights evidenced thereby shall not be
taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such
consent or direction has been obtained. All references herein to
“Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided,
however, that the Trustee shall be required to recognize as a
“Holder” or “Certificateholder” only the
Person in whose name a Certificate is registered in the Certificate
Register.
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who is
the beneficial owner of such Certificate, as reflected on the books
of an indirect participating brokerage firm for which a Depository
Participant acts as agent, if any, and otherwise on the books of a
Depository Participant, if any, and otherwise on the books of the
Depository.
Certificate
Principal Balance: With respect to any Class A Certificate or Class
M Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof minus (ii) the sum of (x) the
aggregate of all amounts previously distributed with respect to
such Certificate (or any predecessor Certificate) and applied to
reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(c) and (y) the aggregate of all reductions in
Certificate Principal Balance 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 Certificates
and Class M 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 and Class M-8 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
Certificates and Class M 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 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 the lesser of (a) LIBOR plus the related Class A Margin,
as calculated for such Distribution Date, and (b) the Maximum
Mortgage Loan Rate, 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 Basis Risk Shortfall for such Class on
such Distribution Date plus (b) any Class A Basis Risk Shortfall
Carry-Forward Amount for such Class remaining unpaid from the
preceding Distribution Date, plus (c) one month’s interest on
the amount in clause (b) (based on the number of days in the
preceding Interest Accrual Period), to the extent previously
unreimbursed by Excess Cash Flow pursuant to Section 4.02(c)(xvi),
at a rate equal to the related Pass-Through Rate.
Class
A Certificate: Any one of the Class A-I-1, Class A-I-2, Class
A-II-1, Class A-II-2 or Class A-II-3 Certificates.
Class
A-I Certificate: Any one of the Class A-I-1 Certificates or Class
A-I-2 Certificates.
Class
A-II Certificate: Any one of the Class A-II-1, Class A-II-2 or
Class A-II-3 Certificates.
Class
A-I-1 Certificate: Any one of the Class A-I-1 Certificates executed
by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to
the Class M Certificates, Class SB Certificates, Class R-I
Certificates and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) ownership of an interest
designated as a “regular interest” in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the
Basis Risk Shortfall Carry-Forward Amount from the Reserve
Fund.
Class
A-I-2 Certificate: Any one of the Class A-I-2 Certificates executed
by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit A, senior to
the Class M Certificates, Class SB Certificates, Class R-I
Certificates and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) ownership of an interest
designated as a “regular interest” in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the
Basis Risk Shortfall Carry-Forward Amount from the Reserve
Fund.
Class
A-II-1 Certificate: Any one of the Class A-II-1 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A,
senior to the Class M Certificates, Class SB Certificates, Class
R-I Certificates and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) ownership of an interest
designated as a “regular interest” in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the
Basis Risk Shortfall Carry-Forward Amount from the Reserve
Fund.
Class
A-II-2 Certificate: Any one of the Class A-II-2 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A,
senior to the Class M Certificates, Class SB Certificates, Class
R-I Certificates and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) ownership of an interest
designated as a “regular interest” in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the
Basis Risk Shortfall Carry-Forward Amount from the Reserve
Fund.
Class
A-II-3 Certificate: Any one of the Class A-II-3 Certificates
executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A,
senior to the Class M Certificates, Class SB Certificates, Class
R-I Certificates and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing (i) ownership of an interest
designated as a “regular interest” in REMIC II for
purposes of the REMIC Provisions and (ii) the right to receive the
Basis Risk Shortfall Carry-Forward Amount from the Reserve
Fund.
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, less any related Prepayment
Interest Shortfalls for such Distribution Date not covered by
Eligible Master Servicing Compensation and any Relief Act
Shortfalls for such Distribution Date, allocated among the Class A
Certificates as described herein from the sources and in the
priority as follows:
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(i)
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first, from the
Interest Remittance Amount derived from the related
Sub-Group;
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(ii)
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second, from
the Interest Remittance Amount derived from the non-related
Sub-Group after taking into account any payments in respect of
interest on the non-related Classes of Class A Certificates made in
clause (i) above;
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(iii)
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third, from the
Principal Remittance Amount derived from the related Sub-Group;
and
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(iv)
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fourth, from
the Principal Remittance Amount derived from the non-related
Sub-Group after taking into account any payments in respect of
interest on the non-related Classes of Class A Certificates made in
clause (iii) above.
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Class
A Margin: With respect to the Class A-I-1 Certificates, initially
0.215% per annum, and on any Distribution Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.430% per annum. With respect to the Class A-I-2
Certificates, initially 0.265% per annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional Termination Date, 0.530% per annum. With respect
to the Class A-II-1 Certificates, 0.110% per annum. With respect to
the Class A-II-2 Certificates, initially 0.210% per annum, and on
any Distribution Date on or after the second Distribution Date
after the first possible Optional Termination Date, 0.420% per
annum. With respect to the Class A-II-3 Certificates, initially
0.350% per annum, and on any Distribution Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.700% 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:
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(i)
the Principal Distribution Amount for that Distribution Date;
and
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(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
aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution
Date, less the Overcollateralization Floor.
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Class
A-I Principal Distribution Amount: On any Distribution Date, the
Class A Principal Distribution Amount multiplied by a fraction, the
numerator of which is the portion of the Principal Allocation
Amount related to the Group I Loans for that Distribution Date and
the denominator of which is the Principal Allocation Amount for all
of the Mortgage Loans for that Distribution Date.
Class
A-II Principal Distribution Amount: On any Distribution Date, the
Class A Principal Distribution Amount multiplied by a fraction, the
numerator of which is the portion of the Principal Allocation
Amount related to the Group II Loans for that Distribution Date and
the denominator of which is the Principal Allocation Amount for all
of the Mortgage Loans for that Distribution Date.
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 or Class M-8
Certificates.
Class
M-1 Certificate: Any one of the Class M-1 Certificates executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit B, 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 SB, Class R-I and Class R-II Certificates
with respect to distributions and the allocation of Realized Losses
as set forth in Section 4.05, and evidencing an interest designated
as a “regular interest” in REMIC II for purposes of the
REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-1 Certificates.
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:
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(i)
the remaining Principal Distribution Amount for that Distribution
Date after distribution of the Class A Principal Distribution
Amount; and
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(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
aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made that Distribution Date,
less the Overcollateralization Floor.
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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 SB, Class R-I and Class R-II Certificates with respect
to distributions and the allocation of Realized Losses as set forth
in Section 4.05, and evidencing an interest designated as a
“regular interest” in REMIC II for purposes of the
REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-2 Certificates.
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:
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(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
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(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 aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to distributions to be made
that Distribution Date, less the Overcollateralization
Floor.
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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
SB, Class R-I and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing an interest designated as a
“regular interest” in REMIC II for purposes of the
REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-3 Certificates.
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:
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(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
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(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 aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to
distributions to be made that Distribution Date, less the
Overcollateralization Floor.
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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 SB, Class R-I
and Class R-II Certificates with respect to distributions and the
allocation of Realized Losses as set forth in Section 4.05, and
evidencing an interest designated as a “regular
interest” in REMIC II for purposes of the REMIC
Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-4 Certificates.
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:
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(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
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(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
aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made that Distribution Date,
less the Overcollateralization Floor.
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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 SB, Class R-I and Class
R-II Certificates with respect to distributions and the allocation
of Realized Losses as set forth in Section 4.05, and evidencing an
interest designated as a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-5 Certificates.
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:
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(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
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(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 aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to distributions to be made
that Distribution Date, less the Overcollateralization
Floor.
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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 SB, Class R-I and Class R-II
Certificates with respect to distributions and the allocation of
Realized Losses as set forth in Section 4.05, and evidencing an
interest designated as a “regular interest” in REMIC II
for purposes of the REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-6 Certificates.
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:
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(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
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(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 aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions
to be made that Distribution Date, less the Overcollateralization
Floor.
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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 SB, Class R-I and Class R-II Certificates with
respect to distributions and the allocation of Realized Losses as
set forth in Section 4.05, and evidencing an interest designated as
a “regular interest” in REMIC II for purposes of the
REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-7 Certificates.
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:
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(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
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(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
aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made that Distribution Date,
less the Overcollateralization Floor.
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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 SB, Class R-I and Class R-II Certificates with respect to
distributions and the allocation of Realized Losses as set forth in
Section 4.05, and evidencing an interest designated as a
“regular interest” in REMIC II for purposes of the
REMIC Provisions.
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, less any Prepayment Interest Shortfalls for such Distribution
Date not covered by Eligible Master Servicing Compensation and any
Relief Act Shortfalls for such Distribution Date allocated as
described herein to the Class M-8 Certificates.
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:
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(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
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(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 aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to distributions to be made
that Distribution Date, less the Overcollateralization
Floor.
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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 and Class M-8
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 the
lesser of (a) LIBOR plus the related Class M Margin, as calculated
for such Distribution Date, and (b) the Maximum Mortgage Loan Rate,
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 and Class M-8 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 Excess Cash Flow pursuant to
Section 4.02(c)(xvi), at a rate equal to the related Pass-Through
Rate.
Class
M Margin: With respect to the Class M-1 Certificates, initially
0.450% per annum, and on any Distribution Date on or after the
second Distribution Date after the first possible Optional
Termination Date, 0.675% per annum. With respect to the Class M-2
Certificates, initially 0.480% per annum, and on any Distribution
Date on or after the second Distribution Date after the first
possible Optional Termination Date, 0.720% per annum. With respect
to the Class M-3 Certificates, initially 0.550% per annum, and on
any Distribution Date on or after the second Distribution Date
after the first possible Optional Termination Date, 0.825% per
annum. With respect to the Class M-4 Certificates, initially 0.720%
per annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 1.080% per annum. With respect to the Class M-5 Certificates,
initially 0.770% per annum, and on any Distribution Date on or
after the second Distribution Date after the first possible
Optional Termination Date, 1.155% per annum. With respect to the
Class M-6 Certificates, initially 0.850% per annum, and on any
Distribution Date on or after the second Distribution Date after
the first possible Optional Termination Date, 1.275% per annum.
With respect to the Class M-7 Certificates, initially 1.450% per
annum, and on any Distribution Date on or after the second
Distribution Date after the first possible Optional Termination
Date, 2.175% per annum. With respect to the Class M-8 Certificates,
initially 1.400% per annum, and on any Distribution Date on or
after the second Distribution Date after the first possible
Optional Termination Date, 2.100% per annum.
Class
R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
Class
R-I Certificate: Any one of the Class R-I Certificates executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and
evidencing an interest designated as a “residual
interest” in REMIC I for purposes of the REMIC
Provisions.
Class
R-II Certificate: Any one of the Class R-II Certificates executed
by the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit D and
evidencing an interest designated as a “residual
interest” in REMIC II for purposes of the REMIC
Provisions.
Class
SB Certificates: Any one of the Class SB Certificates executed by
the Trustee and authenticated by the Certificate Registrar
substantially in the form annexed hereto as Exhibit C, subordinate
to the Class A Certificates and Class M Certificates with respect
to distributions and the allocation of Realized Losses as set forth
in Section 4.05, and evidencing an interest designated as a
“regular interest” in REMIC II for purposes of the
REMIC Provisions.
Closing
Date: February 25, 2005.
Code: The
Internal Revenue Code of 1986.
Commission:
The Securities and Exchange Commission.
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: Institutional Trust
Services/Global Debt, RAMP, Series 2005-RS2.
Corresponding
Class: With respect to each REMIC I Regular Interest other than
REMIC I Regular Interests AA and ZZ, the Certificate with the
corresponding designation.
Credit
Repository: Equifax, Transunion and Experian, or their successors
in interest.
Curtailment: Any Principal Prepayment made by
a Mortgagor which is not a Principal Prepayment in Full.
Custodial
Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution,
as custodian for the holders of the Certificates, for the holders
of certain other interests in mortgage loans serviced or sold by
the Master Servicer and for the Master Servicer, into which the
amounts set forth in Section 3.07 shall be deposited directly. Any
such account or accounts shall be an Eligible Account.
Custodial
Agreement: An agreement that may be entered into among the
Depositor, the Master Servicer, the Trustee and a Custodian in
substantially the form of Exhibit E hereto.
Custodian:
A custodian appointed pursuant to a Custodial Agreement.
Cut-off
Date: February 1, 2005.
Cut-off Date
Balance: $725,000,025.63.
Cut-off
Date Principal Balance: As 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 February 2005), whether or not
received.
Debt
Service Reduction: With respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage Loan by a court
of competent jurisdiction in a proceeding under the Bankruptcy
Code, except such a reduction constituting a Deficient Valuation or
any reduction that results in a permanent forgiveness of
principal.
Deficient
Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the
Mortgage Loan, or any reduction in the amount of principal to be
paid in connection with any scheduled Monthly Payment that
constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy
Code.
Definitive
Certificate: Any definitive, fully registered
Certificate.
Deleted Mortgage Loan: A Mortgage Loan
replaced or to be replaced with a Qualified Substitute Mortgage
Loan.
Delinquent:
As used herein, a Mortgage Loan is considered to be: “30 to
59 days” or “30 or more days” delinquent when a
payment due on any scheduled due date remains unpaid as of the
close of business on the next following monthly scheduled due date;
“60 to 89 days” or “60 or more days”
delinquent when a payment due on any scheduled due date remains
unpaid as of the close of business on the second following monthly
scheduled due date; and so on. The determination as to whether a
Mortgage Loan falls into these categories is made as of the close
of business on the last business day of each month. For example, a
Mortgage Loan with a payment due on July 1 that remained unpaid as
of the close of business on August 31 would then be considered to
be 30 to 59 days delinquent. Delinquency information as of the
Cut-off Date is determined and prepared as of the close of business
on the last business day immediately prior to the Cut-off
Date.
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(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.
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.
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 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 and the Reserve Fund, 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), in each case with
respect to the related Loan Group; provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced
pursuant to Section 7.02 except as may be required pursuant to the
last sentence of 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.
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.
FASIT:
A “financial asset securitization investment trust”
within the meaning of Section 860L of the Code.
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.
Final
Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant
to Section 9.01, which Final Distribution Date shall in no
event be later than the end of the 90-day liquidation period
described in Section 9.02.
Final
Scheduled Distribution Date: Solely for purposes of the face of the
Certificates, as follows: with respect to the Class A-I-1
Certificates, February 25, 2035; with respect to the Class A-I-2
Certificates, February 25, 2035; with respect to the Class A-II-1
Certificates, June 25, 2026; with respect to the Class A-II-2
Certificates, December 25, 2033; with respect to the Class A-II-3
Certificates, February 25, 2035; with respect to the Class M-1
Certificates, February 25, 2035; with respect to the Class M-2
Certificates, February 25, 2035; with respect to the Class M-3
Certificates, February 25, 2035; with respect to the Class M-4
Certificates, February 25, 2035; with respect to the Class M-5
Certificates, February 25, 2035; with respect to the Class M-6
Certificates, February 25, 2035; with respect to the Class M-7
Certificates, February 25, 2035; with respect to the Class M-8
Certificates, February 25, 2035; and with respect to the Class SB
Certificates, February 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 Certificates or Class M Certificates on or before
its Final Scheduled Distribution Date.
Fitch:
Fitch, Inc.
Foreclosure
Profits: As 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: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in
Exhibit F-1 and Exhibit F-2 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.
Group
I Loans: The Mortgage Loans designated as Group I Loans on the
Mortgage Loan Schedule attached hereto as Exhibit F-1.
Group
II Loans: The Mortgage Loans designated as Group II Loans on the
Mortgage Loan Schedule attached hereto as Exhibit F-2.
Independent:
When used with respect to any specified Person, means such a Person
who (i) is in fact independent of the Depositor, the Master
Servicer and the Trustee, or any Affiliate thereof, (ii) does not
have any direct financial interest or any material indirect
financial interest in the Depositor, the Master Servicer or the
Trustee or in an Affiliate thereof, and (iii) is not connected with
the Depositor, the Master Servicer or the Trustee as an officer,
employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
Index:
With respect to any adjustable rate Mortgage Loan and as to any
Adjustment Date therefor, the related index as stated in the
related Mortgage Note.
Initial
Certificate Principal Balance: With respect to each Class of
Certificates (other than the Class R Certificates), the Certificate
Principal Balance of such Class of Certificates as of the Cut-off
Date as set forth in the Preliminary Statement hereto.
Insurance
Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
to any Primary Insurance Policy or any other related insurance
policy covering a Mortgage Loan, to the extent such proceeds are
payable to the mortgagee under the Mortgage, any Subservicer, the
Master Servicer or the Trustee and are not applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own
account.
Interest
Accrual Period: With respect to the Class A Certificates and Class
M Certificates, (i) with respect to the Distribution Date in March
2005, the period commencing on the Closing Date and ending on the
day preceding the Distribution Date in March 2005, and (ii) with
respect to any Distribution Date after the Distribution Date in
March 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 and Class M-8
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.
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
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 and any
Distribution Date, a per annum rate equal to two (2) multiplied by
the weighted average of the Pass-Through Rates for each REMIC I
Regular Interest (other than 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 of regular
interest or REMIC I Regular Interest issued by each of REMIC I and
REMIC II, the latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which
the Certificate Principal Balance of each such Class of
Certificates representing a regular interest in the Trust Fund
would be reduced to zero, which is, for each such regular interest,
February 25, 2035, which is the Distribution Date following the
last scheduled monthly payment of the Mortgage Loans.
Maximum
Mortgage Loan Rate: With respect to the Class A Certificates and
Class M Certificates and any Interest Accrual Period, 14.00% per
annum.
Maximum
Mortgage Rate: As to any adjustable rate Mortgage Loan, the rate
indicated in Exhibit F-1 and Exhibit F-2 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: As 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.
MERS: Mortgage Electronic Registration
Systems, Inc., a corporation organized and existing under the laws
of the State of Delaware, or any successor thereto.
MERS®
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®System.
Minimum
Mortgage Rate: As to any adjustable rate Mortgage Loan, the greater
of (i) the Note Margin and (ii) the rate indicated in Exhibit F-1
and Exhibit F-2 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: As 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: As 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
Ceiling Rate: With respect to the Yield Maintenance Agreement and
each Distribution Date, the rate set forth in Exhibit U attached
hereto.
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).
Monthly
Strike Rate: With respect to the Yield Maintenance Agreement and
each Distribution Date, the rate set forth in Exhibit U attached
hereto.
Moody's: Moody's Investors Service, Inc., or
its successor in interest.
Mortgage:
With respect to each Mortgage Note related to a Mortgage Loan, the
mortgage, deed of trust or other comparable instrument creating a
first or junior lien on an estate in fee simple interest in real
property securing a Mortgage Note.
Mortgage
File: The mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loan Schedule: The lists of the Mortgage Loans attached hereto as
Exhibit F-1 and Exhibit F-2 (as amended from time to time to
reflect the addition of Qualified Substitute Mortgage Loans), which
lists shall set forth at a minimum the following information as to
each Mortgage Loan:
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(i)
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the Mortgage
Loan identifying number (“RFC LOAN #”);
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(iii)
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the maturity of
the Mortgage Note (“MATURITY DATE” or “MATURITY
DT”) for Mortgage Loans;
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(iv)
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the Mortgage
Rate as of the Cut-off Date (“ORIG RATE”);
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(v)
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the Mortgage
Rate as of the Cut-off Date for an adjustable rate Mortgage Loan
(“CURR RATE”);
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(vi)
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the Net
Mortgage Rate as of the Cut-off Date (“CURR
NET”);
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(vii)
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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);
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(viii)
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the Cut-off
Date Principal Balance (“PRINCIPAL BAL”);
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(ix)
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the
Loan-to-Value Ratio at origination (“LTV”);
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(x)
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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);
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(xi)
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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);
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(xii)
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the Maximum
Mortgage Rate for the adjustable rate Mortgage Loans (“NOTE
CEILING”);
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(xiii)
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the Maximum Net
Mortgage Rate for the adjustable rate Mortgage Loans (“NET
CEILING”);
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(xiv)
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the Note Margin
for the adjustable rate Mortgage Loans (“NOTE
MARGIN”);
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(xv)
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the first
Adjustment Date after the Cut-off Date for the adjustable rate
Mortgage Loans (“NXT INT CHG DT”);
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(xvi)
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the Periodic
Cap for the adjustable rate Mortgage Loans (“PERIODIC
DECR” or “PERIODIC INCR”); and
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(xvii)
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(the rounding
of the semi-annual or annual adjustment to the Mortgage Rate with
respect to the adjustable rate Mortgage Loans (“NOTE
METHOD”).
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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, 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: As 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 F-1 and Exhibit F-2,
except in the case of the adjustable rate Mortgage Loans indicated
by an “X” on Exhibit F-1 and Exhibit F-2 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.
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
WAC Cap Rate: With respect to any Distribution Date, the product of
(i) a per annum rate equal to the weighted average of the Net
Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates)
on the Mortgage Loans using the Net Mortgage Rates in effect for
the Monthly Payments due on such Mortgage Loans during the related
Due Period, weighted on the basis of the respective Stated
Principal Balances thereof for such Distribution Date and (ii) a
fraction equal to 30 divided by the actual number of days in the
related Interest Accrual Period.
Non-Primary
Residence Loans: The Mortgage Loans designated as secured by second
or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United
States Person: Any Person other than a United States
Person.
Nonrecoverable
Advance: Any Advance previously made or proposed to be made by the
Master Servicer or Subservicer in respect of a Mortgage Loan (other
than a Deleted Mortgage Loan) which, in the good faith judgment of
the Master Servicer, will not, or, in the case of a proposed
Advance, would not, be ultimately recoverable by the Master
Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds or REO Proceeds. To the extent that any
Mortgagor is not obligated under the related Mortgage documents to
pay or reimburse any portion of any Servicing Advances that are
outstanding with respect to the related Mortgage Loan as a result
of a modification of such Mortgage Loan by the Master Servicer,
which forgives amounts which the Master Servicer or Subservicer had
previously advanced, and the Master Servicer determines that no
other source of payment or reimbursement for such advances is
available to it, such Servicing Advances shall be deemed to be
Nonrecoverable Advances. The determination by the Master Servicer
that it has made a Nonrecoverable Advance shall be evidenced by an
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: As to each adjustable rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note and indicated in
Exhibit F-1 and Exhibit F-2 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.
Notice: As
defined in Section 4.04.
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 (before 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: As to the Due Date in any Due Period, a Mortgage
Loan (including an REO Property) that was not the subject of a
Principal Prepayment in Full, Cash Liquidation or REO Disposition
and that was not purchased, deleted or substituted for prior to
such Due Date pursuant to Section 2.02, 2.03, 2.04, 4.07 or
4.08.
Overcollateralization
Amount: With respect to any Distribution Date, the excess, if any,
of (a) the aggregate Stated Principal Balance of the Mortgage Loans
before giving effect to distributions of principal to be made on
such Distribution Date over (b) the aggregate Certificate Principal
Balance of the Class A Certificates and Class M 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 0.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
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 Section
4.02(c)(xiii) 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 that
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 for that
Distribution Date.
Ownership
Interest: As to any Certificate, any ownership or security interest
in such Certificate, including any interest in such Certificate as
the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as
pledgee.
Pass-Through
Rate: With respect to the Class A Certificates and each Interest
Accrual Period, a per annum rate equal to the least of (i) LIBOR
plus the related Class A Margin, (ii) the Maximum Mortgage Loan
Rate and (iii) the Net WAC Cap Rate. With respect to the Class M
Certificates and each Interest Accrual Period, a per annum rate
equal to the least of (i) LIBOR plus the related Class M Margin,
(ii) the Maximum Mortgage Loan Rate and (iii) the Net WAC Cap Rate.
For federal income tax purposes, however, the amount determined
under each clause (iii) in this paragraph shall be the equivalent
of the foregoing, expressed as the weighted average of the
Uncertificated REMIC I Pass-Through Rates for REMIC I Regular
Interests, weighted on the basis of the Uncertificated Principal
Balance thereof for such Distribution Date, multiplied by a
fraction, the numerator of which is 30, and the denominator of
which is the actual number of days in the related Interest Accrual
Period.
With
respect to the Class SB Certificates, a per annum rate equal to the
percentage equivalent of a fraction, (x) the numerator of which is
the sum, for each REMIC I Regular Interest, of the excess of the
Uncertificated REMIC I 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 Certificate or Class M
Certificate, the undivided percentage ownership interest in the
related Class evidenced by such Certificate, which percentage
ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial
Certificate Principal Balance of all of the Certificates of the
same Class. The Percentage Interest with respect to a Class SB
Certificate or Class R Certificate shall be stated on the face
thereof.
Periodic
Cap: With respect to each adjustable rate Mortgage Loan, the
periodic rate cap that limits the increase or the decrease of the
related Mortgage Rate on any Adjustment Date pursuant to the terms
of the related Mortgage Note.
Permitted
Investments: One or more of the following:
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(i)
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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;
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(ii)
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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;
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(iii)
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federal funds,
certificates of deposit, demand deposits, time deposits and
bankers’ acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of
bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the laws
of the United States or any state thereof or of any domestic branch
of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust
company at the date of acquisition thereof have been rated by each
Rating Agency in its highest short-term rating available; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term
rating of such institution shall be A-1+ in the case of Standard
& Poor’s if Standard & Poor’s is a Rating
Agency;
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(iv)
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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;
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(v)
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a money market
fund or a qualified investment fund rated by each Rating Agency in
its highest long-term rating available; and
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(vi)
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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;
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provided, however, that no
instrument shall be a Permitted Investment if it represents, either
(1) the right to receive only interest payments with respect to the
underlying debt instrument or (2) the right to receive both
principal and interest payments derived from obligations underlying
such instrument and the principal and interest payments with
respect to such instrument provide a yield to maturity greater than
120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on
unsecured long-term debt shall mean AAA in the case of Standard
& Poor’s and Fitch and Aaa in the case of Moody’s,
and for purposes of this Agreement, any references herein to the
highest rating available on unsecured commercial paper and
short-term debt obligations shall mean the following: A-1 in the
case of Standard & Poor’s, P-1 in the case of
Moody’s and F-1 in the case of Fitch; provided, however, that
any Permitted Investment that is a short-term debt obligation rated
A-1 by Standard & Poor’s must satisfy the following
additional conditions: (i) the total amount of debt from A-1
issuers must be limited to the investment of monthly principal and
interest payments (assuming fully amortizing collateral); (ii) the
total amount of A-1 investments must not represent more than 20% of
the aggregate outstanding Certificate Principal Balance of the
Certificates and each investment must not mature beyond 30 days;
(iii) investments in A-1 rated securities are not eligible for the
Reserve Fund; (iv) the terms of the debt must have a predetermined
fixed dollar amount of principal due at maturity that cannot vary;
and (v) if the investments may be liquidated prior to their
maturity or are being relied on to meet a certain yield, interest
must be tied to a single interest rate index plus a single fixed
spread (if any) and must move proportionately with that
index.
Permitted
Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person:
Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or
political subdivision thereof.
Pool
Stated Principal Balance: As 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 Certificates and Class M
Certificates, the prepayment assumption to be used for determining
the accrual of original issue discount and premium and market
discount on such Certificates for federal income tax purposes,
which 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: As 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: As to any Distribution Date, the calendar month preceding
the month of distribution.
Primary
Insurance Policy: Each primary policy of mortgage guaranty
insurance as indicated on Exhibit F-1 and Exhibit F-2 with the
exception of either code “23” or “96" under the
column “MI CO CODE”.
Principal
Allocation Amount: With respect to any Distribution Date, the sum
of (a) the Principal Remittance Amount for such Distribution Date
on the Mortgage Loans and (b) the aggregate amount of Realized
Losses on the Mortgage Loans in the calendar month preceding such
Distribution Date, to the extent covered by Excess Cash Flow for
such Distribution Date; provided, that on any Distribution Date on
which there is insufficient Excess Cash Flow to cover all Realized
Losses on the Mortgage Loans, in determining the Class A-I
Principal Distribution Amount and Class A-II Principal Distribution
Amount, the available Excess Cash Flow will be allocated to the
Class A-I Certificates and Class A-II Certificates, pro rata, based
on the principal portion of Realized Losses on the Group I Loans
and the Group II Loans, respectively.
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:
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(i)
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the principal
portion of each Monthly Payment received or Advanced with respect
to the related Due Period on each Outstanding Mortgage Loan that is
a Mortgage Loan;
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(ii)
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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 that is a 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)
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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;
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(iv)
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the lesser of
(a) Excess Cash Flow for that Distribution Date available for
distribution pursuant to Section 4.02(c)(xi) 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 such Distribution Date;
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(v)
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the lesser of
(a) Excess Cash Flow for that Distribution Date available for
distribution pursuant to Section 4.02(c)(xii) and (b) the principal
portion of any Realized Losses allocated to any Class of the Class
A Certificates or Class M Certificates on a prior Distribution Date
and remaining unpaid, to the extent covered by Subsequent
Recoveries for that Distribution Date; and
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(vi)
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the amount of
any Overcollateralization Increase Amount for such Distribution
Date to the extent covered by Excess Cash Flow;
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minus
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(vii)
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the amount of
any related Overcollateralization Reduction Amount for such
Distribution Date; and
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(viii)
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the amount of
any Capitalization Reimbursement Amount for such Distribution
Date.
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Principal
Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of
Liquidation Proceeds or Insurance Proceeds, which is received in
advance of its scheduled Due Date and is not accompanied by an
amount as to interest representing scheduled interest on such
payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal
Prepayment in Full: Any Principal Prepayment made by a Mortgagor of
the entire principal balance of a Mortgage Loan.
Principal
Remittance Amount: With respect to any Distribution Date, 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 plus the rate
per annum at which the Servicing Fee is calculated in the case of a
Modified Mortgage Loan) (or at the Net Mortgage Rate (or Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan)) in the
case of a purchase made by the Master Servicer) 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 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 Fitch. If any agency or a successor is no
longer in existence, “Rating Agency” shall be such
statistical credit rating agency, or other comparable Person,
designated by the Depositor, notice of which designation shall be
given to the Trustee and the Master Servicer.
Realized
Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount
(not less than zero) equal to (i) the Stated Principal Balance of
the Mortgage Loan (or REO Property) as of the date of Cash
Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
Interest, if any) at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) from the Due
Date as to which interest was last paid or advanced to
Certificateholders up to the last day of the month in which the
Cash Liquidation (or REO Disposition) occurred on the Stated
Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid
or advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition) occurred,
to the extent applied as recoveries of interest at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) and to principal of the Mortgage Loan, net of the
portion thereof reimbursable to the Master Servicer or any
Subservicer with respect to related Advances, Servicing Advances or
other expenses as to which the Master Servicer or Subservicer is
entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is
the subject of a Servicing Modification, (a) (1) the amount by
which the interest portion of a Monthly Payment or the principal
balance of such Mortgage Loan was reduced or (2) the sum of any
other amounts owing under the Mortgage Loan that were forgiven and
that constitute Servicing Advances that are reimbursable to the
Master Servicer or a Subservicer, and (b) any such amount with
respect to a Monthly Payment that was or would have been due in the
month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received
or is deemed to have been received. With respect to each Mortgage
Loan which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service
Reduction. Notwithstanding the above, neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Realized Loss
hereunder so long as the Master Servicer has notified the Trustee
in writing that the Master Servicer is diligently pursuing any
remedies that may exist in connection with the representations and
warranties made regarding the related Mortgage Loan and either (A)
the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest
under the related Mortgage Loan and any premiums on any applicable
primary hazard insurance policy and any related escrow payments in
respect of such Mortgage Loan are being advanced on a current basis
by the Master Servicer or a Subservicer, in either case without
giving effect to any Debt Service Reduction.
Record
Date: With respect to each Distribution Date and the Class A
Certificates and Class M Certificates which are Book-Entry
Certificates, the close of business on the Business Day prior to
such Distribution Date.
Regular
Certificates: The Class A, Class M and Class SB
Certificates.
Regular
Interest: Any one of the regular interests in the Trust
Fund.
Relief Act:
The Servicemembers Civil Relief Act.
Relief
Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting
from the Relief Act or similar legislation or
regulations.
REMIC: A "real estate mortgage investment
conduit" within the meaning of Section 860D of the Code.
REMIC
Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction
to no longer be able to fulfill its obligations as REMIC
Administrator under this Agreement the Master Servicer or Trustee
acting as successor master servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC
I: The segregated pool of assets subject hereto (exclusive of the
Reserve Fund and the Yield Maintenance Agreement, each of which is
not an asset of any REMIC), constituting a portion of the primary
trust created hereby and to be administered hereunder, with respect
to which a separate REMIC election is to be made (other than with
respect to the items in clause (v) and the proceeds thereof),
consisting of: (i) the Mortgage Loans and the related Mortgage
Files; (ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date (other than Monthly
Payments due in February 2005) as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a
Mortgage Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policy
pertaining to the Mortgage Loans, if any; and (v) all proceeds of
clauses (i) through (iv) above.
REMIC
I Interest Loss Allocation Amount: With respect to any Distribution
Date, an amount equal to (a) the product of (i) the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests
then outstanding and (ii) the Uncertificated REMIC I Pass-Through
Rate for REMIC I Regular Interest AA minus the Marker Rate divided
by (b) 12.
REMIC
I Overcollateralized Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal
Balances of the REMIC I Regular Interests minus (ii) the aggregate
Uncertificated Principal Balances of the REMIC I Regular Interests
(other than REMIC I Regular Interests AA and ZZ), in each case as
of such date of determination.
REMIC
I Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the product of (i) the
aggregate Stated Principal Balance of the Mortgage Loans then
outstanding and (ii) 1 minus a fraction, the numerator of which is
two times the Uncertificated Principal Balances of REMIC I Regular
Interests A-I-1, A-I-2, A-II-1, A-II-2, A-II-3, M-1, M-2, M-3, M-4,
M-5, M-6, M-7 and M-8 and the denominator of which is the sum of
the Uncertificated Principal Balances of REMIC I Regular Interests
A-I-1, A-I-2, A-II-1, A-II-2, A-II-3, M-1, M-2, M-3, M-4, M-5, M-6,
M-7, M-8 and ZZ.
REMIC
I Regular Interests: REMIC I Regular Interest AA, REMIC I Regular
Interest A-I-1, REMIC I Regular Interest A-I-2, REMIC I Regular
Interest A-II-1, REMIC I Regular Interest A-II-2, REMIC I Regular
Interest A-II-3, REMIC I Regular Interest M-1, REMIC I Regular
Interest M-2, REMIC I Regular Interest M-3, REMIC I Regular
Interest M-4, REMIC I Regular Interest M-5, REMIC I Regular
Interest M-6, REMIC I Regular Interest M-7, REMIC I Regular
Interest M-8 and REMIC I Regular Interest ZZ.
REMIC
I Regular Interest AA: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest A-I-1: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest A-I-2: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest A-II-1: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest A-II-2: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest A-II-3: A regular interest in REMIC I that is
held as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-1: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-2: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-3: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-4: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-5: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-6: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-7: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest M-8: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest ZZ: A regular interest in REMIC I that is held
as an asset of REMIC II, that has an initial principal balance
equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated REMIC I Pass-Through Rate,
and that has such other terms as are described herein.
REMIC
I Regular Interest ZZ Maximum Interest Deferral Amount: With
respect to any Distribution Date, the excess of (i) Uncertificated
Accrued Interest calculated with the Uncertificated REMIC I
Pass-Through Rate for REMIC I Regular Interest ZZ and an
Uncertificated Principal Balance equal to the excess of (x) the
Uncertificated Principal Balance of REMIC I Regular Interest ZZ
over (y) the REMIC I Overcollateralized Amount, in each case for
such Distribution Date, over (ii) the sum of Uncertificated Accrued
Interest on the REMIC I Regular Interests (other than REMIC I
Regular Interests AA and ZZ), with the rate on each such REMIC I
Regular Interest subject to a cap equal to the Pass-Through Rate
for the Corresponding Class for the purpose of this
calculation.
REMIC I Required Overcollateralization Amount:
1% of the Required Overcollateralization Amount.
REMIC
II: The segregated pool of assets subject hereto, constituting a
portion of the primary trust created hereby and to be administered
hereunder, with respect to which a separate REMIC election is to be
made, consisting of the REMIC I Regular Interests.
REMIC
Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and
related provisions, and temporary and final regulations (or, to the
extent not inconsistent with such temporary or final regulations,
proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO
Acquisition: The acquisition by the Master Servicer on behalf of
the Trustee for the benefit of the Certificateholders of any REO
Property pursuant to Section 3.14.
REO
Disposition: As to any REO Property, a determination by the Master
Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and
recoveries (including proceeds of a final sale) which the Master
Servicer expects to be finally recoverable from the sale or other
disposition of the REO Property.
REO
Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at a rate equal to the sum of the Net
Mortgage Rate that would have been applicable to the related
Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof
for such period.
REO
Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental
of the related Mortgaged Property) which proceeds are required to
be deposited into the Custodial Account only upon the related REO
Disposition.
REO
Property: A Mortgaged Property acquired by the Master Servicer, on
behalf of the Trustee for the benefit of the Certificateholders
pursuant to Section 3.14, through foreclosure or deed in lieu of
foreclosure in connection with a defaulted Mortgage
Loan.
Reportable
Modified Mortgage Loan: Any Mortgage Loan that (i) has been subject
to an interest rate reduction, (ii) has been subject to a term
extension or (iii) has had amounts owing on such Mortgage Loan
capitalized by adding such amount to the Stated Principal Balance
of such Mortgage Loan; provided, however, that a Mortgage Loan
modified in accordance with clause (i) above for a temporary period
shall not be a Reportable Modified Mortgage Loan if such Mortgage
Loan has not been delinquent in payments of principal and interest
for six months since the date of such modification if that interest
rate reduction is not made permanent thereafter.
Repurchase
Event: As defined in the Assignment Agreement.
Request
for Release: A request for release, the forms of which are attached
as Exhibit G hereto, or an electronic request in a form acceptable
to the Custodian.
Required
Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under
this Agreement, the Program Guide or the related Subservicing
Agreement in respect of such Mortgage Loan.
Required
Overcollateralization Amount: As of any Distribution Date, (a) if
such Distribution Date is prior to the Stepdown Date, the sum of
(x) 3.30% of the Cut-off Date Balance and (y) the amount by which
the Certificate Principal Balance of the Class M-8 Certificates has
been reduced by payments from Excess Cash Flow pursuant to Section
4.02(c)(xix) on any prior Distribution Dates, or (b) if such
Distribution Date is on or after the Stepdown Date, the lesser of
(x) the sum of (i) 3.30% of the Cut-off Date Balance, and (ii) the
amount by which the Certificate Principal Balance of the Class M-8
Certificates has been reduced by payments from Excess Cash Flow
pursuant to Section 4.02(c)(xix) on any prior Distribution Dates,
and (y) the greater of (i) the sum of (1) 6.60% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the
related Due Period, and (2) the amount by which the Certificate
Principal Balance of the Class M-8 Certificates has been reduced by
payments from Excess Cash Flow pursuant to Section 4.02(c)(xix) on
any prior Distribution Dates, and (ii) the Overcollateralization
Floor, provided, however, that if a Trigger Event is in effect, the
Required Overcollateralization Amount shall be an amount equal to
the greater of (A) the Required Overcollateralization Amount for
the immediately preceding Distribution Date and (B) the Required
Overcollateralization Amount for the related Distribution Date plus
the amount by which the Certificate Principal Balance of the Class
M-8 Certificates has been reduced by any payments from Excess Cash
Flow pursuant to Section 4.02(c)(xix) on any such Distribution
Date. The Required Overcollateralization Amount may be reduced with
notification to each of the Rating Agencies.
Reserve
Fund: An “outside reserve fund” within the meaning of
Treasury regulation Section 1.860G-2(h), which is not an asset of
any REMIC, ownership of which is evidenced by the Class SB
Certificates, and which is established and maintained pursuant to
Section 4.09.
Reserve
Fund Deposit: With respect to the Reserve Fund, an amount equal to
$5,000, which the Trustee shall deposit into the Reserve Fund
pursuant to Section 4.09 hereof.
Reserve
Fund Residual Right: The right to distributions from the Reserve
Fund as described in Section 4.09 hereof.
Residential
Funding: Residential Funding Corporation, a Delaware corporation,
in its capacity as seller of the Mortgage Loans to the Depositor
and not in its capacity as Master Servicer, and any successor
thereto.
Responsible
Officer: When used with respect to the Trustee, any officer of the
Institutional Trust Services/Structured Finance Services Department
of the Trustee, including any Senior Vice President, any Vice
President, any Assistant Vice President, any Assistant Secretary,
any Trust Officer or Assistant Trust Officer, or any other officer
of the Trustee with direct responsibility for the administration of
this Agreement.
Senior
Enhancement Percentage: For any Distribution Date, the percentage
obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balance of the 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 and
(ii) the Overcollateralization Amount, in each case prior to the
distribution of the Principal Distribution Amount on such
Distribution Date, by (y) the aggregate Stated Principal Balance of
the Mortgage Loans after giving effect to distributions to be made
on that Distribution Date.
Sequential
Trigger Event: With respect to any Distribution Date (i) prior to
the Distribution Date in March 2008, if cumulative Realized Losses
on the Mortgage Loans for such Distribution Date as a percentage of
the Cut-off Date Balance are greater than 3.25% and (ii) in or
after March 2008, if a Trigger Event is in effect.
Servicing
Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing
Advances: All customary, reasonable and necessary “out of
pocket” costs and expenses incurred in connection with a
default, delinquency or other unanticipated event by the Master
Servicer or a Subservicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including
foreclosures, including any expenses incurred in relation to any
such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management and liquidation
of any REO Property, (iv) any mitigation procedures implemented in
accordance with Section 3.07 and (v) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including,
if the Master Servicer or any Affiliate of the Master Servicer
provides services such as appraisals and brokerage services that
are customarily provided by Persons other than servicers of
mortgage loans, reasonable compensation for such
services.
Servicing
Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate equal to the
Servicing Fee Rate multiplied by the Stated Principal Balance of
such Mortgage Loan as of the related Due Date in the related Due
Period, as may be adjusted pursuant to Section 3.16(e).
Servicing
Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the “MSTR SERV FEE” as may be adjusted with
respect to successor Master Servicers as provided in Section
7.02.
Servicing
Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan, any extension of
the final maturity date of a Mortgage Loan, and any increase to the
Stated Principal Balance of a Mortgage Loan by adding to the Stated
Principal Balance unpaid principal and interest and other amounts
owing under the Mortgage Loan, in each case pursuant to a
modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable
in accordance with Section 3.07(a).
Servicing
Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee on the Closing Date by
the Master Servicer, as such list may from time to time be
amended.
Sixty-Plus
Delinquency Percentage: With respect to any Distribution Date, the
fraction, expressed as a percentage, equal to (x) the aggregate
Stated Principal Balance of the Mortgage Loans that are 60 or more
days delinquent in payment of principal and interest for that
Distribution Date, including Mortgage Loans in bankruptcy that are
60 or more days delinquent, foreclosure and REO Properties, over
(y) the aggregate Stated Principal Balance of all of the Mortgage
Loans immediately preceding that Distribution Date.
Standard
& Poor’s: Standard & Poor’s, a division of The
McGraw-Hill Companies, or its successor in interest.
Startup
Date: The day designated as such pursuant to Article X
hereof.
Stated
Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the sum of (a) the Cut-off Date
Principal Balance of the Mortgage Loan plus (b) any amount by which
the Stated Principal Balance of the Mortgage Loan has been
increased pursuant to a Servicing Modification, minus (ii) the sum
of (a) the aggregate of the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property
during each Due Period commencing on the first Due Period after the
Cut-Off Date and ending with the Due Period related to the most
recent Distribution Date which were received or with respect to
which an Advance was made, and (b) all Principal Prepayments with
respect to such Mortgage Loan or REO Property, and all Insurance
Proceeds, Liquidation Proceeds and REO Proceeds, to the extent
applied by the Master Servicer as recoveries of principal in
accordance with Section 3.14 with respect to such Mortgage Loan or
REO Property, in each case which were distributed pursuant to
Section 4.02 or 4.03 on any previous Distribution Date, and (c) any
Realized Loss allocated to Certificateholders with respect thereto
for any previous Distribution Date.
Stepdown
Date: The Distribution Date which is the later to occur of (i) the
Distribution Date occurring in March 2008 and (ii) the first
Distribution Date on which the Senior Enhancement Percentage is
equal to or greater than 44.10%.
Sub-Group:
Each sub-group of the Mortgage Loans referred to as the Group I
Loans and the Group II Loans.
Subordination:
The provisions described in Section 4.05 relating to the allocation
of Realized Losses.
Subordination
Percentage: With respect to the Class A Certificates, 55.90%; with
respect to the Class M-1 Certificates, 67.40%; with respect to the
Class M-2 Certificates, 73.40%; with respect to the Class M-3
Certificates, 76.90%; with respect to the Class M-4 Certificates,
80.40%; with respect to the Class M-5 Certificates, 83.90%; with
respect to the Class M-6 Certificates, 86.90%; with respect to the
Class M-7 Certificates, 90.40%; and with respect to the Class M-8
Certificates, 93.40%.
Subsequent
Recoveries: As of any Distribution Date, amounts received by the
Master Servicer (net of any related expenses permitted to be
reimbursed pursuant to Section 3.10) or surplus amounts held by the
Master Servicer to cover estimated expenses (including, but not
limited to, recoveries in respect of the representations and
warranties made by the related Seller pursuant to the applicable
Seller’s Agreement and assigned to the Trustee pursuant to
Section 2.04) specifically related to a Mortgage Loan that was the
subject of a Cash Liquidation or an REO Disposition prior to the
related Prepayment Period that resulted in a Realized
Loss.
Subserviced
Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer:
Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements
set forth in the Program Guide in respect of the qualification of a
Subservicer as of the date of its approval as a Subservicer by the
Master Servicer.
Subservicer
Advance: Any delinquent installment of principal and interest on a
Mortgage Loan which is advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the Subservicing
Agreement.
Subservicing
Account: An account established by a Subservicer in accordance with
Section 3.08.
Subservicing
Agreement: The written contract between the Master Servicer and any
Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02, generally in the form
of the servicer contract referred to or contained in the Program
Guide or in such other form as has been approved by the Master
Servicer and the Depositor.
Subservicing
Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage
Loan, to the Master Servicer) in respect of subservicing and other
compensation that accrues with respect to each Distribution Date at
an annual rate equal to the Subservicing Fee Rate multiplied by the
Stated Principal Balance of such Mortgage Loan as of the related
Due Date in the related Due Period.
Subservicing
Fee Rate: The per annum rate designated on the Mortgage Loan
Schedule as the “SUBSERV FEE”.
Tax
Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or
any successor forms, to be filed on behalf of REMIC I and REMIC II
due to their classification as REMICs under the REMIC Provisions,
together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental
taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer:
Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a
Certificate.
Transferee: Any Person who is acquiring by
Transfer any Ownership Interest in a Certificate. Transferor: Any
Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
Trigger
Event A Trigger Event is in effect with respect to any Distribution
Date if either (i) (A) with respect to any Distribution Date (other
than the first Distribution Date), the three-month average (or two
month-average in the case of the second Distribution Date) of the
Sixty-Plus Delinquency Percentage, as determined on that
Distribution Date and the immediately preceding two Distribution
Dates (or immediately preceding Distribution Date in the case of
the second Distribution Date), equals or exceeds 42.00% of the
Senior Enhancement Percentage or (B) with respect to the first
Distribution Date, the Sixty-Plus Delinquency Percentage, as
determined on that Distribution Date, equals or exceeds 42.00% of
the Senior Enhancement Percentage or (ii) the aggregate amount of
Realized Losses on the Mortgage Loans as a percentage of the
Cut-off Date Balance exceeds the applicable amount set forth
below:
March 2008 to February 2009...........
3.25%
with
respect
to
March
2008,
plus
an
additional
1/12th
of
1.75%
for
each
month
thereafter.
March 2009 to February 2010...........
5.00%
with
respect
to
March
2009,
plus
an
additional
1/12th
of
1.50%
for
each
month
thereafter.
March 2010 to February 2011...........
6.50%
with
respect
to
March
2010,
plus
an
additional
1/12th
of
0.75%
for
each
month
thereafter.
March 2011 and thereafter.............
7.25%.
Trust
Fund: Collectively, the assets of REMIC I and REMIC II, the Reserve
Fund, the Reserve Fund Deposit and the rights under the Yield
Maintenance Agreement.
Uniform
Single Attestation Program for Mortgage Bankers: The Uniform Single
Attestation Program for Mortgage Bankers, as published by the
Mortgage Bankers Association of America and effective with respect
to fiscal periods ending on or after December 15, 1995.
Uncertificated
Accrued Interest: With respect to any REMIC I Regular Interest for
any Distribution Date, one month’s interest at the related
Uncertificated REMIC I Pass-Through Rate for such Distribution
Date, accrued on the Uncertificated Principal Balance immediately
prior to such Distribution Date. Uncertificated Accrued Interest
for each of the REMIC I Regular Interests shall accrue on the basis
of a 360-day year consisting of twelve 30-day months. For purposes
of calculating the amount of Uncertificated Accrued Interest for
the REMIC I Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by
Eligible Master Servicing Compensation) for any Distribution Date
shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC I Regular Interest AA and REMIC I Regular Interest
ZZ up to an aggregate amount equal to the REMIC I Interest Loss
Allocation Amount, 98% and 2%, respectively, and thereafter any
remaining Prepayment Interest Shortfalls (to the extent not covered
by Eligible Master Servicing Compensation) relating to the Mortgage
Loans for any Distribution Date shall be allocated among the REMIC
I Regular Interests, pro rata based on, and to the extent of,
Uncertificated Accrued Interest, as calculated without application
of this sentence.
Uncertificated
Principal Balance: The principal amount of any REMIC I Regular
Interest outstanding as of any date of determination. The
Uncertificated Principal Balance of each REMIC I Regular Interest
shall be reduced by all distributions of principal made on such
REMIC I Regular Interest, as applicable, on such Distribution Date
and, if and to the extent necessary and appropriate, shall be
further reduced in such Distribution Date by Realized Losses. The
Uncertificated Principal Balance of each REMIC I Regular Interest
shall never be less than zero.
Uncertificated
REMIC I Pass-Through Rate: With respect to any Distribution Date, a
per annum rate equal to the rate specified in clause (i) of the
definition of Net WAC Cap Rate.
Uninsured
Cause: Any cause of damage to property subject to a Mortgage such
that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.
United
States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation
or partnership for United States federal income tax purposes)
created or organized in, or under the laws of, the United States,
any state thereof, or the District of Columbia (except in the case
of a partnership, to the extent provided in Treasury regulations)
provided that, for purposes solely of the restrictions on the
transfer of Class R Certificates, no partnership or other entity
treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or
through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate that
is described in Section 7701(a)(30)(D) of the Code, or a trust that
is described in Section 7701(a)(30)(E) of the Code.
VA:
The Veterans Administration, or its successor.
Voting
Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.00% of all of the Voting
Rights shall be allocated among Holders of the Class A Certificates
and the Class M Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1%
of all of the Voting Rights shall be allocated among the Holders of
the Class SB Certificates; 0.50% and 0.50% of all of the Voting
Rights shall be allocated among the Holders of the Class R-I and
Class R-II Certificates, respectively; in each case to be allocated
among the Certificates of such Class in accordance with their
respective Percentage Interest.
Yield
Maintenance Agreement: The Yield Maintenance Agreement, dated as of
the Closing Date between the Yield Maintenance Agreement
Counterparty and the Trustee.
Yield Maintenance Agreement Counterparty: Bear
Stearns Financial Products Inc., or its successor in interest.
Yield
Maintenance Agreement Notional Balance: As to the Yield Maintenance
Agreement and each Distribution Date, the lesser of (x) the
aggregate Certificate Principal Balance of the Class A Certificates
and Class M Certificates immediately prior to such Distribution
Date and (y) the amount set forth on Exhibit T hereto for such
Distribution Date.
Yield
Maintenance Agreement Payment: With respect to the Yield
Maintenance Agreement and any Distribution Date, an amount equal to
the amount accrued during the related Interest Accrual Period on
the related Yield Maintenance Agreement Notional Balance at a per
annum rate equal to the excess of (i) the lesser of (x) One-Month
LIBOR and (y) the related Monthly Ceiling Rate over (ii) the
related Monthly Strike Rate.
Yield
Maintenance Agreement Purchase Price: $80,000, to be paid by the
Depositor to the Yield Maintenance Agreement Counterparty for the
purchase of the Yield Maintenance Agreement.
Section 1.02. Determination of
LIBOR.
LIBOR
applicable to the calculation of the Pass-Through Rate on the Class
A Certificates and Class M Certificates for any Interest Accrual
Period will be determined on each LIBOR Rate Adjustment Date. On
each LIBOR Rate Adjustment Date, LIBOR shall be established by the
Trustee and, as to any Interest Accrual Period, will equal the rate
for one month United States dollar deposits that appears on the
Telerate Screen Page 3750 as of 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date. “Telerate Screen Page 3750" means
the display designated as page 3750 on the Telerate Service (or
such other page as may replace page 3750 on that service for the
purpose of displaying London interbank offered rates of major
banks). If such rate does not appear on such page (or such other
page as may replace that page on that service, or if such service
is no longer offered, LIBOR shall be so established by use of such
other service for displaying LIBOR or comparable rates as may be
selected by the Trustee after consultation with the Master
Servicer), the rate will be the Reference Bank Rate. The
“Reference Bank Rate” will be determined on the basis
of the rates at which deposits in U.S. Dollars are offered by the
reference banks (which shall be any three major banks that are
engaged in transactions in the London interbank market, selected by
the Trustee after consultation with the Master Servicer) as of
11:00 a.m., London time, on the LIBOR Rate Adjustment Date to prime
banks in the London interbank market for a period of one month in
amounts approximately equal to the aggregate Certificate Principal
Balance of the Class A Certificates and Class M Certificates then
outstanding. The Trustee will request the principal London office
of each of the reference banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate will be the
arithmetic mean of the quotations rounded up to the next multiple
of 1/16%. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted
by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer, as of 11:00
a.m., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance
of the Class A Certificates and Class M Certificates then
outstanding. If no such quotations can be obtained, the rate will
be LIBOR for the prior Distribution Date; provided however, if,
under the priorities described above, LIBOR for a Distribution Date
would be based on LIBOR for the previous Distribution Date for the
third consecutive Distribution Date, the Trustee shall select an
alternative comparable index (over which the Trustee has no
control), used for determining one-month Eurodollar lending rates
that is calculated and published (or otherwise made available) by
an independent party. The establishment of LIBOR by the Trustee on
any LIBOR Rate Adjustment Date and the Trustee’s subsequent
calculation of the Pass-Through Rate applicable to the Class A
Certificates and Class M Certificates for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and
binding. Promptly following each LIBOR Rate Adjustment Date the
Trustee shall supply the Master Servicer with the results of its
determination of LIBOR on such date. Furthermore, the Trustee will
supply to any Certificateholder so calling the Trustee at
1-800-275-2048 and requesting the Pass-Through Rate on the Class A
Certificates and Class M Certificates for the current and the
immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;ORIGINAL
ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage
Loans.
(a) The
Depositor, concurrently with the execution and delivery hereof,
does hereby assign to the Trustee without recourse all the right,
title and interest of the Depositor in and to (i) the Mortgage
Loans, including all interest and principal received on or with
respect to the Mortgage Loans after the Cut-off Date (other than
payments of principal and interest due on the Mortgage Loans in the
month of February 2005); (ii) the Yield Maintenance Agreement
Purchase Price; (iii) the Reserve Fund Deposit; and (iv) all
proceeds of the foregoing. In addition, on the Closing Date, the
Trustee is hereby directed to enter into the Yield Maintenance
Agreement on behalf of the Trust Fund with the Yield Maintenance
Agreement Counterparty.
The
Depositor, the Master Servicer and the Trustee agree that it is not
intended that any mortgage loan be included in the Trust that is
either (i) a “High-Cost Home Loan” as defined in the
New Jersey Home Ownership Act effective November 27, 2003, (ii) a
“High-Cost Home Loan” as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004, (iii) a “High
Cost Home Mortgage Loan” as defined in the Massachusetts
Predatory Home Practices Act effective November 7, 2004, or (iv) a
“High-Cost Home Loan” as defined in the Indiana House
Enrolled Act No. 1229, effective as of January 1, 2005.
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(b)
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In connection
with such assignment, and contemporaneously with the delivery of
this Agreement, except as set forth in Section 2.01(c) below, the
Depositor does hereby deliver to, and deposit with, the Trustee, or
to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or
instruments (or copies thereof as permitted by this Section) with
respect to each Mortgage Loan so assigned:
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(i)
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The original
Mortgage Note, endorsed without recourse to the order of the
Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating
that the original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
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(ii)
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The original
Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan, with evidence of recording thereon or,
if the original Mortgage has not yet been returned from the public
recording office, a copy of the original Mortgage with evidence of
recording indicated thereon;
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(iii)
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Unless the
Mortgage Loan is registered on the MERS® System, the
Assignment (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage to the
Trustee with evidence of recording indicated thereon or a copy of
such assignment with evidence of recording indicated
thereon;
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(iv)
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The original
recorded assignment or assignments of the Mortgage showing an
unbroken chain of title from the originator to the Person assigning
it to the Trustee (or to MERS, if the Mortgage Loan is registered
on the MERS® System and noting the presence of a MIN) with
evidence of recordation noted thereon or attached thereto, or a
copy of such assignment or assignments of the Mortgage with
evidence of recording indicated thereon;
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(v)
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The original of
each modification, assumption agreement or preferred loan
agreement, if any, relating to such Mortgage Loan, or a copy of
each modification, assumption agreement or preferred loan
agreement.
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The
Depositor may, in lieu of delivering the original of the documents
set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or copies
thereof as permitted by Section 2.01(b)) to the Trustee or the
Custodian, deliver such documents to the Master Servicer, and the
Master Servicer shall hold such documents in trust for the use and
benefit of all present and future Certificateholders until such
time as is set forth in the next sentence. Within thirty Business
Days following the earlier of (i) the receipt of the original of
all of the documents or instruments set forth in Section
2.01(b)(ii), (iii), (iv) and (v) (or copies thereof as permitted by
such Section) for any Mortgage Loan and (ii) a written request by
the Trustee to deliver those documents with respect to any or all
of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to
the Trustee or the Custodian that is the duly appointed agent of
the Trustee.
(c) In
connection with any Mortgage Loan, if the Depositor cannot deliver
the original of the Mortgage, any assignment, modification,
assumption agreement or preferred loan agreement (or copy thereof
as permitted by Section 2.01(b)) with evidence of recording thereon
concurrently with the execution and delivery of this Agreement
because of (i) a delay caused by the public recording office where
such Mortgage, assignment, modification, assumption agreement or
preferred loan agreement as the case may be, has been delivered for
recordation, or (ii) a delay in the receipt of certain information
necessary to prepare the related assignments, the Depositor shall
deliver or cause to be delivered to the Trustee or the respective
Custodian a copy of such Mortgage, assignment, modification,
assumption agreement or preferred loan agreement.
The
Depositor shall promptly cause to be recorded in the appropriate
public office for real property records the Assignment referred to
in clause(iii) of Section 2.01(b), except (a) in states where, in
the Opinion of Counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the
Trustee’s interests in the Mortgage Loan or (b) if MERS is
identified on the Mortgage or on a properly recorded assignment of
the Mortgage as the mortgagee of record solely as nominee for
Residential Funding and its successors and assigns.
If
the Depositor delivers to the Trustee or Custodian any Mortgage
Note or Assignment of Mortgage in blank, the Depositor shall, or
shall cause the Custodian to, complete the endorsement of the
Mortgage Note and the Assignment of Mortgage in the name of the
Trustee in conjunction with the Interim Certification issued by the
Custodian, as contemplated by Section 2.02.
Any
of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)
that may be delivered as a copy rather than the original may be
delivered to the Trustee or the Custodian.
In
connection with the assignment of any Mortgage Loan registered on
the MERS® System, the Depositor further agrees that it will
cause, at the Depositor’s own expense, within 30 days after
the Closing Date, the MERS® System to indicate that such
Mortgage Loans have been assigned by the Depositor to the Trustee
in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files (a) the code in the field which
identifies the specific Trustee and (b) the code in the field
“Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the
Master Servicer to, and the Master Servicer agrees that it will
not, alter the codes referenced in this paragraph with respect to
any Mortgage Loan during the term of this Agreement unless and
until such Mortgage Loan is repurchased in accordance with the
terms of this Agreement.
(d) It is
intended that the conveyances by the Depositor to the Trustee of
the Mortgage Loans as provided for in this Section 2.01 be
construed as a sale by the Depositor to the Trustee of the Mortgage
Loans and the Yield Maintenance Agreement Purchase Price for the
benefit of the Certificateholders. It is intended that the
conveyance by the Depositor to the Trustee of the Yield Maintenance
Agreement Purchase Price be construed as partial consideration for
the Class A Certificates and Class M Certificates. Further, it is
not intended that any such conveyance be deemed to be a pledge of
the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor. However, in the event that
the Mortgage Loans or the Yield Maintenance Agreement are held to
be property of the Depositor or of Residential Funding, or if for
any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial
Code and the Uniform Commercial Code of any other applicable
jurisdiction; (b) the conveyances provided for in this Section 2.01
shall be deemed to be (1) a grant by the Depositor to the Trustee
of a security interest in all of the Depositor’s right
(including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A) (i) the
Mortgage Loans, including (a) the related Mortgage Note and
Mortgage, and (b) any insurance policies and all other documents in
the related Mortgage File and (ii) the Yield Maintenance Agreement
Purchase Price, (B) all amounts payable pursuant to the Mortgage
Loans or the Yield Maintenance Agreement in accordance with the
terms thereof and (C) any and all general intangibles consisting
of, arising from or relating to any of the foregoing, and all
proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other
property and (2) an assignment by the Depositor to the Trustee of
any security interest in any and all of Residential Funding’s
right (including the power to convey title thereto), title and
interest, whether now owned or hereafter acquired, in and to the
property described in the foregoing clauses (1)(A), (B) and (C)
granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the
Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as they constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be
“possession by the secured party,” or possession by a
purchaser or a person designated by such secured party, for
purposes of perfecting the security interest pursuant to the
Uniform Commercial Code as in effect in the States of New York and
Minnesota and any other applicable jurisdiction; and (d)
notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under
applicable law.
The
Depositor and, at the Depositor’s direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to
ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described
above, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will
be maintained as such throughout the term of this Agreement.
Without limiting the generality of the foregoing, the Depositor
shall prepare and deliver to the Trustee not less than 15 days
prior to any filing date and, the Trustee shall forward for filing,
or shall cause to be forwarded for filing, at the expense of the
Depositor, all filings necessary to maintain the effectiveness of
any original filings necessary under the Uniform Commercial Code as
in effect in any jurisdiction to perfect the Trustee’s
security interest in or lien on the Mortgage Loans as evidenced by
an Officers’ Certificate of the Depositor, including without
limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of
Residential Funding, the Depositor or the Trustee (such preparation
and filing shall be at the expense of the Trustee, if occasioned by
a change in the Trustee’s name), (2) any change of location
of the place of business or the chief executive office of
Residential Funding or the Depositor or (3) any transfer of any
interest of Residential Funding or the Depositor in any Mortgage
Loan.
Section 2.02. Acceptance by
Trustee.
The
Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt
or certification executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of
the documents referred to in Section 2.01(b)(i) above (except that
for purposes of such acknowledgment only, a Mortgage Note may be
endorsed in blank and an Assignment of Mortgage may be in blank)
and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of
the Mortgage Files delivered to it, or a Custodian as its agent, in
trust for the use and benefit of all present and future
Certificateholders. The Trustee or Custodian (such Custodian being
so obligated under a Custodial Agreement) agrees, for the benefit
of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date
to ascertain that all required documents (specifically as set forth
in Section 2.01(b)), have been executed and received, and that such
documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, as supplemented, that have been conveyed to it, and
to deliver to the Trustee a certificate (the “Interim
Certification”) to the effect that all documents required to
be delivered pursuant to Section 2.01(b) above have been executed
and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions
listed on Schedule A attached to such Interim Certification. Upon
delivery of the Mortgage Files by the Depositor or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect
to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification (the “Final
Certification”) executed by the Custodian, receipt by the
respective Custodian as the duly appointed agent of the Trustee) of
the documents referred to in Section 2.01(c) above. If the
Custodian, as the Trustee’s agent, finds any document or
documents constituting a part of a Mortgage File to be missing or
defective, the Trustee shall promptly so notify the Master Servicer
and the Depositor; provided, that if the Mortgage Loan related to
such Mortgage File is listed on Schedule A of the Assignment
Agreement, no notification shall be necessary. Pursuant to Section
2.3 of the Custodial Agreement, the Custodian will notify the
Master Servicer, the Depositor and the Trustee of any such omission
or defect found by it in respect of any Mortgage File held by it.
If such omission or defect materially and adversely affects the
interests in the related Mortgage Loan of the Certificateholders,
the Master Servicer shall promptly notify the related Subservicer
of such omission or defect and request that such Subservicer
correct or cure such omission or defect within 60 days from the
date the Master Servicer was notified of such omission or defect
and, if such Subservicer does not correct or cure such omission or
defect within such period, that such Subservicer purchase such
Mortgage Loan from the Trust Fund at its Purchase Price, in either
case within 90 days from the date the Master Servicer was notified
of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a “qualified
mortgage” as defined in Section 860G(a)(3) of the Code, any
such cure or repurchase must occur within 90 days from the date
such breach was discovered; and provided further, that no cure,
substitution or repurchase shall be required if such omission or
defect is in respect of a Mortgage Loan listed on Schedule A of the
Assignment Agreement. The Purchase Price for any such Mortgage Loan
shall be deposited or caused to be deposited by the Master Servicer
in the Custodial Account maintained by it pursuant to Section 3.07
and, upon receipt by the Trustee of written notification of such
deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer
the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master
Servicer, in each case without recourse, as shall be necessary to
vest in the Subservicer or its designee, as the case may be, any
Mortgage Loan released pursuant hereto and thereafter such Mortgage
Loan shall not be part of the Trust Fund. In furtherance of the
foregoing, if the Subservicer or Residential Funding that
repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS® System, the Master
Servicer, at its own expense and without any right of
reimb
