RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Depositor,
RESIDENTIAL FUNDING COMPANY, LLC,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee and Supplemental Interest Trust Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 30, 2006
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
Series 2006-RS6
TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITIONS
Section 1.01.
Definitions...................................................4
Section 1.02.
Determination of LIBOR.......................................51
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01.
Conveyance of Mortgage Loans.................................52
Section 2.02.
Acceptance by Trustee........................................57
Section 2.03.
Representations, Warranties and Covenants of the Master Servicer
and
the Depositor................................................58
Section 2.04.
Representations and Warranties of Residential Funding........61
Section 2.05.
Execution and Authentication of Certificates; Conveyance of
REMIC Regular Interests......................................63
Section 2.06.
Purposes and Powers of the Trust.............................64
Section 2.07.
Agreement Regarding Ability to Disclose......................64
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01.
Master Servicer to Act as Servicer...........................64
Section 3.02.
Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' Obligations.....................67
Section 3.03.
Successor Subservicers.......................................68
Section 3.04.
Liability of the Master Servicer.............................68
Section 3.05.
No Contractual Relationship Between Subservicer and Trustee or
Certificateholders...........................................69
Section 3.06.
Assumption or Termination of Subservicing Agreements by
Trustee .....................................................69
Section 3.07.
Collection of Certain Mortgage Loan Payments; Deposits to Custodial
Account......................................................69
Section 3.08.
Subservicing Accounts; Servicing Accounts....................72
Section 3.09.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans........................................................74
Section 3.10.
Permitted Withdrawals from the Custodial Account.............74
Section 3.11.
Maintenance of Primary Insurance Coverage....................76
Section 3.12.
Maintenance of Fire Insurance and Omissions and Fidelity
Coverage ....................................................76
Section 3.13.
Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..............................78
Section 3.14.
Realization Upon Defaulted Mortgage Loans....................80
Section 3.15.
Trustee to Cooperate; Release of Custodial Files.............82
Section 3.16.
Servicing and Other Compensation; Eligible Master Servicing
Compensation.................................................84
Section 3.17.
Reports to the Trustee and the Depositor.....................85
Section 3.18.
Annual Statement as to Compliance and Servicing Assessment...85
Section 3.19.
Annual Independent Public Accountants' Servicing Report......86
Section 3.20.
Right of the Depositor in Respect of the Master Servicer.....86
Section 3.21.
Advance Facility.............................................86
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01.
Certificate Account..........................................90
Section 4.02.
Distributions................................................91
Section 4.03.
Statements to Certificateholders; Statements to Rating Agencies;
Exchange Act Reporting.......................................97
Section 4.04.
Distribution of Reports to the Trustee and the Depositor; Advances
by
the Master Servicer.........................................102
Section 4.05.
Allocation of Realized Losses...............................103
Section 4.06.
Reports of Foreclosures and Abandonment of Mortgaged Property106
Section 4.07.
Optional Purchase of Defaulted Mortgage Loans...............106
Section 4.08.
[Reserved]..................................................107
Section 4.09.
The Swap Agreement..........................................107
Section 4.10.
[Reserved]..................................................110
Section 4.11.
[Reserved]..................................................110
Section 4.12.
Tax Treatment of Swap Payments and Swap Termination Payments110
ARTICLE V
THE CERTIFICATES
Section 5.01.
The Certificates............................................111
Section 5.02.
Registration of Transfer and Exchange of Certificates.......113
Section 5.03.
Mutilated, Destroyed, Lost or Stolen Certificates...........119
Section 5.04.
Persons Deemed Owners.......................................120
Section 5.05.
Appointment of Paying Agent.................................120
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01.
Respective Liabilities of the Depositor and the Master Servicer
120
Section 6.02.
Merger or Consolidation of the Depositor or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer
120
Section 6.03.
Limitation on Liability of the Depositor, the Master Servicer and
Others......................................................121
Section 6.04.
Depositor and Master Servicer Not to Resign.................122
ARTICLE VII
DEFAULT
Section 7.01.
Events of Default...........................................122
Section 7.02.
Trustee or Depositor to Act; Appointment of Successor.......124
Section 7.03.
Notification to Certificateholders..........................126
Section 7.04.
Waiver of Events of Default.................................126
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01.
Duties of Trustee...........................................126
Section 8.02.
Certain Matters Affecting the Trustee.......................128
Section 8.03.
Trustee Not Liable for Certificates or Mortgage Loans.......129
Section 8.04.
Trustee May Own Certificates................................130
Section 8.05.
Master Servicer to Pay Trustee's Fees and Expenses; Indemnification
130
Section 8.06.
Eligibility Requirements for Trustee........................131
Section 8.07.
Resignation and Removal of the Trustee......................131
Section 8.08.
Successor Trustee...........................................132
Section 8.09.
Merger or Consolidation of Trustee..........................133
Section 8.10.
Appointment of Co-Trustee or Separate Trustee...............133
Section 8.11.
Appointment of the Custodian................................134
Section 8.12.
Appointment of Office or Agency.............................134
Section 8.13.
DTC Letter of Representations...............................135
Section 8.14.
Swap Agreement..............................................135
ARTICLE IX
TERMINATION
Section 9.01.
Termination Upon Purchase by Residential Funding or Liquidation of
All
Mortgage Loans..............................................135
Section 9.02.
Additional Termination Requirements.........................139
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC
Administration........................................140
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification
143
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.
Amendment...................................................144
Section 11.02. Recordation of Agreement;
Counterparts......................147
Section 11.03. Limitation on Rights of
Certificateholders..................147
Section 11.04. Governing
Law...............................................148
Section 11.05.
Notices.....................................................148
Section 11.06. Notices to Rating
Agencies..................................149
Section 11.07. Severability of
Provisions..................................150
Section 11.08. Supplemental Provisions for
Resecuritization................150
Section 11.09.
[Reserved]..................................................150
Section 11.10. Third Party
Beneficiaries...................................150
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01. Intent of Parties;
Reasonableness...........................151
Section 12.02. Additional Representations and Warranties of the
Trustee....151
Section 12.03. Information to be Provided by the
Trustee...................152
Section 12.04. Report on Assessment of Compliance and
Attestation..........152
Section 12.05. Indemnification;
Remedies...................................153
EXHIBITS
Exhibit A
Form of Class A Certificate
Exhibit B
Form of Class M Certificate
Exhibit C
Form of Class B Certificate
Exhibit D
Form of Class SB Certificate
Exhibit E
Form of Class R Certificate
Exhibit F
Form of Custodial Agreement
Exhibit G
Mortgage Loan Schedule
Exhibit H
Form of Request for Release
Exhibit I-1
Form of Transfer Affidavit and Agreement
Exhibit I-2
Form of Transferor Certificate
Exhibit J
Form of Investor Representation Letter
Exhibit K
Form of Transferor Representation Letter
Exhibit L
Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 11.01(e) for a Limited Guaranty
Exhibit M
Form of Limited Guaranty
Exhibit N
Form of Lender Certification for Assignment of Mortgage Loan
Exhibit O
Form of Rule 144A Investment Representation
Exhibit P
[Reserved]
Exhibit Q-1
Form of ERISA Representation Letter [Class B Certificates]
Exhibit Q-2
Form of ERISA Representation Letter [Class A Certificates and Class
M
Certificates]
Exhibit R-1
Form 10-K Certification
Exhibit R-2
Form 10-K Back-up Certification
Exhibit S
Information to be Provided by the Master Servicer to the Rating
Agencies
Relating to Reportable Modified Mortgage Loans
Exhibit T
Schedule of Swap Agreement Notional Balances
Exhibit U
Swap Agreement
Exhibit V
Servicing Criteria To Be Addressed In Assessment of Compliance
This
Pooling
and
Servicing
Agreement,
effective
as of October
30,
2006,
among
RESIDENTIAL
ASSET
MORTGAGE
PRODUCTS,
INC.,
as depositor
(together
with its
permitted
successors
and assigns,
the
"Depositor"),
RESIDENTIAL
FUNDING
COMPANY,
LLC, as master
servicer (together with its permitted
successors and assigns, the
"Master Servicer"),
and
U.S. BANK
NATIONAL
ASSOCIATION,
a national
association
organized
under the laws of the
United States,
as trustee
and
supplemental
interest
trust
trustee
(together
with its
permitted
successors
and assigns,
the
"Trustee"
and the
"Supplemental
Interest
Trust
Trustee", respectively).
PRELIMINARY STATEMENT:
The
Depositor
intends
to
sell
mortgage
asset-backed
pass-through
certificates
(collectively,
the "Certificates"),
to be issued hereunder in seventeen Classes,
which in
the aggregate will evidence the entire beneficial
ownership
interest in the Mortgage Loans
(as defined herein) and certain other related assets.
REMIC I
As
provided
herein,
the
REMIC Administrator
will
make an
election
to treat the
segregated pool of assets
consisting of the Mortgage Loans and certain other related assets
(exclusive of the
Supplemental
Interest
Trust Account and the Swap
Agreement
subject to
this Agreement as a real estate mortgage
investment conduit (a "REMIC") for
federal income
tax purposes,
and such
segregated
pool of assets will be
designated
as
"REMIC I."
The
Class R-I
Certificates will represent the sole Class of "residual interests"
in REMIC I for
purposes of the
REMIC Provisions
(as defined
herein) under
federal
income tax law.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated
REMIC I Pass-Through
Rate") and initial
Uncertificated
Principal Balance
for each of the
"regular
interests"
in REMIC I (the
"REMIC I
Regular
Interests").
The
"latest possible maturity date" (determined for purposes of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii)) for
the REMIC I Regular
Interests
shall be the
Distribution
Date immediately
succeeding the 360th Distribution Date. The REMIC I Regular
Interests will
not be certificated.
UNCERTIFICATED
INITIAL UNCERTIFICATED
REMIC I
REMIC I
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
PRINCIPAL BALANCE
MATURITY DATE
AA
Variable(1)
$367,500,047.79
November 25, 2036
A-1
Variable(1)
$1,158,700
November 25, 2036
A-2
Variable(1)
$687,280
November 25, 2036
A-3
Variable(1)
$929,040
November 25, 2036
A-4
Variable(1)
$509,980
November 25, 2036
M-1
Variable(1)
$84,370
November 25, 2036
M-2
Variable(1)
$78,750
November 25, 2036
M-3
Variable(1)
$46,870
November 25, 2036
M-4
Variable(1)
$43,120
November 25, 2036
M-5
Variable(1)
$41,250
November 25, 2036
M-6
Variable(1)
$31,870
November 25, 2036
M-7
Variable(1)
$26,250
November 25, 2036
M-8
Variable(1)
$24,370
November 25, 2036
M-9
Variable(1)
$28,120
November 25, 2036
B
Variable(1)
$31,870
November 25, 2036
ZZ
Variable(1)
$3,778,160.98
November 25, 2036
(1)
Calculated in accordance with the definition of "Uncertificated
REMIC I
Pass-Through
Rate" herein.
REMIC II
As provided herein,
the
REMIC Administrator
will elect to treat the segregated pool
of assets
consisting of the REMIC I
Regular
Interests as a REMIC for
federal
income tax
purposes,
and
such
segregated
pool of
assets
will be
designated
as
"REMIC II".
The
Class R-II
Certificates
will represent the sole class of "residual
interests" in REMIC II
for purposes of the
REMIC Provisions
under
federal
income tax law. The
following
table
irrevocably sets forth the designation,
Pass-Through
Rate,
aggregate Initial
Certificate
Principal Balance,
certain features,
Final Scheduled Distribution Date and initial ratings
for each Class of Certificates
comprising the interests representing "regular interests" in
REMIC II.
The "latest
possible
maturity
date"
(determined
for
purposes of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii)) for
each
Class
of
REMIC II
Regular
Interests shall be the Distribution Date immediately succeeding the
360th Distribution Date.
Aggregate
Initial
Pass-Through
Certificate
Final Scheduled
Designation
Type
Rate
Principal Balance
Distribution Date
Initial Ratings
Moody's
S&P
Class A-1(1)
Senior
Adjustable(2)(3) $115,870,000
November 2025
Aaa
AAA
Class A-2(1)
Senior
Adjustable(2)(3)
$68,728,000
May 2030
Aaa
AAA
Class A-3(1)
Senior
Adjustable(2)(3)
$92,904,000
July 2035
Aaa
AAA
Class A-4(1)
Senior
Adjustable(2)(3)
$50,998,000
November 25, 2036
Aaa
AAA
Class M-1(1)
Mezzanine
Adjustable(2)(3)
$8,437,000
November 25, 2036
Aa1
AA+
Class M-2(1)
Mezzanine
Adjustable(2)(3)
$7,875,000
November 25, 2036
Aa2
AA
Class M-3(1)
Mezzanine
Adjustable(2)(3)
$4,687,000
November 25, 2036
Aa3
AA-
Class M-4(1)
Mezzanine
Adjustable(2)(3)
$4,312,000
November 25, 2036
A1
A+
Class M-5(1)
Mezzanine
Adjustable(2)(3)
$4,125,000
November 25, 2036
A2
A
Class M-6(1)
Mezzanine
Adjustable(2)(3)
$3,187,000
November 25, 2036
A3
A-
Class M-7(1)
Mezzanine
Adjustable(2)(3)
$2,625,000
November 25, 2036
Baa1
BBB+
Class M-8(1)
Mezzanine
Adjustable(2)(3)
$2,437,000
November 25, 2036
Baa2
BBB
Class M-9(1)
Mezzanine
Adjustable(2)(3)
$2,812,000
November 25, 2036
Baa3
BBB-
Class B
Subordinate
Adjustable(2)(3)
$3,187,000
November 25, 2036
Ba2
BB
Class SB
Interest
Subordinate
Variable(4)
$2,816,048.77
N/A
N/R
N/R
Class R-I
Residual
N/A
N/A
N/A
N/R
N/R
Class R-II
Residual
N/A
N/A
N/A
N/R
N/R
(1)
The Class
A Certificates,
Class M
Certificates and Class B
Certificates
will represent
ownership of REMIC II
Regular
Interests
together with certain
rights to payments to be made from
amounts
received
under the Swap
Agreement,
the payments on which will be deemed made for federal
income tax purposes
outside of REMIC II by the Holder of the Class SB
Certificates as the Owner of
the Swap Agreement.
(2)
The
REMIC II
Regular
Interests,
the
ownership of which is
represented
by the Class A
Certificates,
Class M
Certificates and Class B
Certificates,
will accrue interest at a per annum
rate equal to LIBOR plus the
applicable
Margin,
each
subject to payment caps as described in the
definition
of
"Pass-Through
Rate" and the
provisions
for the
payment
of
Class A
Basis
Risk
Shortfall
Carry-Forward
Amounts,
Class M Basis Risk Shortfall
Carry-Forward
Amounts and Class B
Basis
Risk
Shortfall
Carry-Forward
Amounts
herein,
which
payments
will
not be
part
of the
entitlement of the REMIC II Regular Interests related to such
Certificates.
(3)
The Class
A Certificates,
Class M Certificates and Class B Certificates will also entitle
their
holders to certain
payments
from the Holder of the
Class SB
Certificates
from amounts to
which the related
REMIC II
Regular
Interest
component is
entitled,
which will not be a part of
their ownership of the REMIC II Regular Interests.
(4)
The Class SB
Certificates
will accrue
interest as described in the definition of Accrued
Certificate
Interest.
The
Class SB
Certificates
will not accrue
interest on their
Certificate
Principal
Balance.
The Class SB
Certificates will be comprised of two REMIC II regular interests,
a principal only regular interest
designated
component SB-PO and an interest only regular interest
component
designated as SB-IO,
which will be entitled to
distributions
as set forth herein.
The
rights of the Holder of the
Class SB
Certificates
to payments
from the Swap
Agreement
shall be
outside and apart from its rights under the REMIC II Regular
Interests SB-IO and SB-PO.
The
Mortgage
Loans
have an
aggregate
Cut-off
Date
Principal
Balance
equal
to
$375,000,048.77.
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,
Class M Certificates
and Class B Certificates,
interest
accrued during the
related Interest
Accrual Period on the Certificate
Principal
Balance thereof
immediately
prior to such Distribution Date at the related Pass-Through Rate
for that Distribution Date.
The amount of Accrued
Certificate
Interest
on each Class of
Certificates
shall be
reduced by the amount of Prepayment
Interest
Shortfalls
on the Mortgage
Loans during the
prior calendar month (to the extent not covered by Eligible
Master
Servicing
Compensation
pursuant to
Section 3.16) and
by the amount of Relief Act Shortfalls on the Mortgage Loans
during
the
related
Due
Period,
in each case to the
extent
allocated
to that Class of
Certificates
pursuant to Section 4.02(g).
Accrued
Certificate
Interest for each Class on
any
Distribution
Date shall be further reduced by the interest
portion of Realized Losses
allocated to any Class of Certificates pursuant to Section 4.05.
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 Uncertificated
Notional Amount as specified in the definition
of Pass-Through
Rate,
immediately prior to such Distribution Date, reduced by any
interest
shortfalls with respect to the Mortgage Loans,
including
Prepayment Interest Shortfalls to
the extent not covered by Eligible Master
Servicing
Compensation
pursuant to Section 3.16
or by the Excess Cash Flow pursuant to
clauses (xvi) and
(xvii) of
Section 4.02(c)
or by
the Swap
Agreement
pursuant to clauses
(iii) and (iv) of Section
4.09(c).
In
addition,
Accrued
Certificate
Interest
with respect to each
Distribution
Date, as to the Class SB
Certificates,
shall be
reduced by an amount
equal to the
interest
portion
of
Realized
Losses
allocated
to the
Overcollateralization
Amount
pursuant to
Section 4.05
hereof.
Accrued Certificate
Interest on the Class A Certificates,
Class M Certificates and Class B
Certificates
shall accrue on the basis of a 360-day
year and the actual
number of days in
the
related
Interest
Accrual
Period.
Accrued
Certificate
Interest
on
the
Class SB
Certificates shall accrue on the basis of a 360 day year consisting
of twelve 30 day months.
Adjusted
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
and
any
date
of
determination,
the
Mortgage
Rate borne by the
related
Mortgage
Note,
less the related
Subservicing Fee Rate.
Adjustment
Date:
With respect to each
adjustable-rate
Mortgage Loan, each date set
forth in the related
Mortgage
Note on which an
adjustment
to the
interest
rate on such
Mortgage Loan becomes effective.
Advance:
With respect to any Mortgage Loan, any advance made by the
Master Servicer,
pursuant to Section 4.04.
Affected Party:
As defined in the Swap Agreement.
Affiliate:
With respect to any Person,
any other Person
controlling,
controlled by
or under
common
control
with such first
Person.
For the
purposes
of this
definition,
"control" means the power to direct the management and policies of
such Person,
directly or
indirectly,
whether through the ownership of voting
securities,
by contract or otherwise;
and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
Agreement:
This
Pooling
and
Servicing
Agreement
and all
amendments
hereof
and
supplements hereto.
Amount
Held for Future
Distribution:
With
respect to any
Distribution
Date,
the
total
of the
amounts
held in the
Custodial
Account
at the
close
of
business
on the
preceding Determination Date on account of (i) Liquidation
Proceeds,
Subsequent Recoveries,
REO Proceeds,
Insurance
Proceeds,
Principal
Prepayments,
Mortgage Loan
purchases
made
pursuant to Section 2.02,
2.03, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant
to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than
such Liquidation
Proceeds,
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:
With
respect
to any
Mortgaged
Property,
one of the
following:
(i) the
lesser
of
(a) the
appraised
value of such
Mortgaged
Property
based
upon the
appraisal
made at the time of the
origination
of the related
Mortgage
Loan, and (b) the
sales price of the
Mortgaged
Property at such time of
origination,
(ii) in the case of a
Mortgaged
Property
securing
a
refinanced
or
modified
Mortgage
Loan,
one of
(1) the
appraised
value based upon the appraisal
made at the time of origination of the loan which
was refinanced or modified,
(2) the
appraised value determined in an appraisal made at the
time of refinancing or
modification
or (3) the sales price of the Mortgaged
Property,
or
(iii) with
respect to the Mortgage
Loans for which a broker's
price opinion was obtained,
the value contained in such opinion.
Assignment:
An
assignment
of
the
Mortgage,
notice
of
transfer
or
equivalent
instrument,
in recordable form,
sufficient under the laws of the jurisdiction
wherein the
related Mortgaged
Property is located to reflect of record the sale of the Mortgage
Loan to
the Trustee for the benefit of Certificateholders,
which assignment,
notice of transfer or
equivalent
instrument
may be in the
form
of one or
more
blanket
assignments
covering
Mortgages
secured by Mortgaged
Properties
located in the same county, if permitted by law
and accompanied by an Opinion of Counsel to that effect.
Assignment
Agreement:
The
Assignment and
Assumption
Agreement,
dated the Closing
Date, between
Residential Funding and the Depositor relating to the transfer and
assignment
of the Mortgage Loans.
Assignment of Proprietary
Lease:
With respect to a Cooperative
Loan, the assignment
of the related
Cooperative
Lease from the Mortgagor to the
originator of the
Cooperative
Loan.
Available
Distribution
Amount:
With
respect to any
Distribution
Date,
an amount
equal to (a) the
sum of (i) the
amount
relating to the
Mortgage
Loans on deposit in the
Custodial
Account as of the close of business on the
immediately
preceding
Determination
Date,
including any Subsequent
Recoveries,
and amounts deposited in the Custodial Account
in connection with the substitution of Qualified Substitute
Mortgage Loans,
(ii) the amount
of any Advance
made on the
immediately
preceding
Certificate
Account
Deposit Date with
respect to the Mortgage Loans,
(iii) any
amount
deposited in the
Certificate
Account on
the related Certificate Account Deposit Date pursuant to
Section 3.12(a) in
respect of the
Mortgage Loans,
(iv) any amount that the
Master Servicer is not permitted to withdraw from
the Custodial Account pursuant to Section 3.16(e) in
respect of the Mortgage Loans, (v) any
amount
deposited
in the
Certificate
Account
pursuant
to
Section 4.07
and any amounts
deposited in the Custodial
Account
pursuant to Section 9.01
and (vi) any amount described
in
clauses
(i) and (ii) of
Section 4.09(c),
reduced
by
(b) the
sum as of the close of
business
on
the
immediately
preceding
Determination
Date
of:
(w) any
payments
or
collections
consisting
of
prepayment
charges on the
Mortgage
Loans that were
received
during
the
related
Prepayment
Period,
(x) the
Amount
Held
for
Future
Distribution,
(y) amounts
permitted to be withdrawn by the
Master Servicer
from the
Custodial
Account
pursuant to clauses (ii)-(xi),
inclusive,
of Section 3.10(a) and (z) any Net Swap Payments
owed to the Swap
Counterparty and Swap Termination
Payments owed to the Swap
Counterparty
not due to Swap Counterparty Trigger Event for such Distribution
Date.
Balloon Loan:
Each of the Mortgage
Loans having an original term to maturity that is
shorter than the related amortization term.
Balloon
Payment:
With
respect to any
Balloon
Loan,
the related
Monthly
Payment
payable on the stated maturity date of such Balloon Loan.
Bankruptcy Code:
The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfall:
Any Class A Basis Risk Shortfall,
Class M Basis Risk Shortfall
or Class B Basis Risk Shortfall, as applicable.
Basis
Risk
Shortfall
Carry-Forward
Amount:
Any
Class A
Basis
Risk
Shortfall
Carry-Forward
Amount,
Class M Basis Risk Shortfall
Carry-Forward
Amount or Class B Basis
Risk Shortfall Carry-Forward Amount, as applicable.
Book-Entry
Certificate:
Any Certificate
registered in the name of the Depository or
its nominee.
Business
Day:
Any day other than (i) a
Saturday
or a Sunday or (ii) a day on which
banking institutions in the States of New York, Minnesota,
Illinois, Texas or Michigan (and
such other state or states in which the Custodial Account or the
Certificate
Account are at
the time located) are required or authorized by law or executive
order to be closed.
Call Rights:
As defined in Section 9.01(e).
Capitalization
Reimbursement
Amount:
With
respect to any
Distribution
Date,
the
amount
of
unreimbursed
Advances
or
Servicing
Advances
that were
added to the
Stated
Principal
Balance of the related
Mortgage
Loans during the preceding
calendar
month and
reimbursed to the
Master Servicer
or Subservicer
pursuant to
Section 3.10(a)(vii) on
or
prior to such Distribution Date.
Cash
Liquidation:
With respect to any defaulted
Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition
occurred,
a determination by the Master Servicer
that
it has received all
Insurance
Proceeds,
Liquidation
Proceeds and other
payments or cash
recoveries
which the
Master Servicer
reasonably
and in good faith
expects to be finally
recoverable with respect to such Mortgage Loan.
Certificate:
Any
Class A
Certificate,
Class M
Certificate,
Class B
Certificate,
Class SB Certificate or Class R Certificate.
Certificate
Account:
The account or
accounts
created
and
maintained
pursuant to
Section 4.01,
which shall be entitled "U.S. Bank National
Association as trustee, in trust
for
the
registered
holders
of
Residential Asset
Mortgage
Products,
Inc.,
Mortgage
Asset-Backed
Pass-Through
Certificates,
Series
2006-RS6" and which account shall be held
for the benefit of the Certificateholders and which must be an
Eligible Account.
Certificate
Account
Deposit
Date:
With
respect
to
any
Distribution
Date,
the
Business Day prior thereto.
Certificate
Owner:
With respect to a Book-Entry
Certificate,
the Person who is the
beneficial
owner
of
such
Certificate,
as
reflected
on
the
books
of
an
indirect
participating
brokerage firm for which a Depository
Participant acts as agent, if any, and
otherwise on the books of a Depository
Participant,
if any, and
otherwise on the books of
the Depository.
Certificate
Principal
Balance:
With
respect
to any
Class A,
Class M
or Class B
Certificate,
on any date of determination,
an amount equal to (i) the Initial
Certificate
Principal
Balance of such
Certificate
as specified on the face thereof minus (ii) the sum
of (x) the aggregate of all amounts previously
distributed with respect to such Certificate
(or any predecessor
Certificate) and
applied to reduce the Certificate
Principal
Balance
thereof pursuant to
Section 4.02(c) and
4.02(d) 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
or Class M
Certificates and Class B Certificates to which a Realized Loss was
previously
allocated and
remains
unreimbursed
will be
increased,
sequentially,
as
follows:
first,
the Class A
Certificates
on a pro rata
basis,
then the Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9 and Class B Certificates,
in that
order,
to the
extent
of
Realized
Losses
previously
allocated
thereto
and
remaining
unreimbursed,
but only to the extent of Subsequent
Recoveries received during the previous
calendar
month and
available
for
distribution
pursuant
to
Section 4.02(c)(xii).
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,
Class
M
Certificates and Class B
Certificates then outstanding.
The Class R
Certificates will not
have a Certificate Principal Balance.
Certificate
Register
and
Certificate
Registrar:
The register
maintained
and the
registrar appointed pursuant to Section 5.02.
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.
Class:
Collectively,
all of the Certificates or uncertificated interests bearing the
same designation.
Class A Basis Risk Shortfall:
With respect to each Class of the Class A
Certificates
and
any
Distribution
Date
for
which
the
Pass-Through
Rate
for
any
such
Class
of
Certificates
is equal to the Net WAC Cap Rate, an amount equal to the excess of
(x) Accrued
Certificate Interest on that Class of Certificates on such
Distribution Date,
calculated at
a rate equal to LIBOR plus the related Class A Margin,
as calculated for such
Distribution
Date, over (y) Accrued
Certificate
Interest on such Class of Class A Certificates for such
Distribution Date calculated at the Net WAC Cap Rate.
Class A
Basis Risk
Shortfall
Carry-Forward
Amount:
With
respect to each Class of
Class A
Certificates
and any
Distribution
Date, the sum of (a) the
aggregate
amount of
Class A Basis Risk Shortfall for such Class on such
Distribution
Date plus (b) any Class A
Basis
Risk
Shortfall
Carry-Forward
Amount
for
such
Class
remaining
unpaid
from the
preceding
Distribution
Date,
plus
(c) one
month's
interest
on
the
amount
in
clause (b) (based
on the number of days in the preceding
Interest Accrual Period),
to the
extent previously unreimbursed by the Excess Cash Flow pursuant to
Section 4.02(c)(xvii) or
amounts received under the Swap Agreement
pursuant to Section
4.09(c)(v),
at a rate equal
to the related Pass-Through Rate.
Class A
Certificate:
Any one of the
Class A-1,
Class A-2,
Class A-3
or Class A-4
Certificates.
Class A
Interest
Distribution
Amount:
With
respect
to
each
Class
of
Class A
Certificates
and any
Distribution
Date,
the
aggregate
amount
of
Accrued
Certificate
Interest to be
distributed
to the holders of each such Class of Class A
Certificates
for
such
Distribution
Date, plus any related Accrued
Certificate
Interest thereon
remaining
unpaid from any prior Distribution Date.
Class A
Margin:
With
respect
to
the
Class A-1
Certificates,
initially
0.070%
per annum,
and on any Distribution Date on or after the second
Distribution Date after the
first possible Optional
Termination
Date, 0.070% per annum.
With respect to the Class A-2
Certificates,
initially
0.150%
per annum,
and on any
Distribution
Date on or after the
second
Distribution
Date after the first possible
Optional
Termination
Date, 0.300% per
annum. With respect to the Class A-3
Certificates,
initially 0.180% per annum,
and on any
Distribution
Date on or after
the
second
Distribution
Date
after
the
first
possible
Optional
Termination Date, 0.360%
per annum.
With respect to the Class A-4
Certificates,
initially
0.270%
per annum,
and
on
any
Distribution
Date
on
or
after
the
second
Distribution Date after the first possible Optional Termination
Date, 0.540% per annum.
Class A
Principal
Distribution
Amount:
With
respect
to
any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that Distribution Date, the Principal
Distribution
Amount for that Distribution
Date or
(ii) on
or after the
Stepdown
Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
(i)
the Principal Distribution Amount for that Distribution Date; and
(ii)
the excess, if any, of (A) the aggregate
Certificate Principal Balance of
the Class A
Certificates
immediately
prior to that
Distribution
Date over (B) the
lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions to be made on that
Distribution Date and (y) the excess, if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class A-1
Certificate:
Any one of the Class A-1 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R Certificates with respect
to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class A
Basis
Risk
Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class A-2
Certificate:
Any one of the Class A-2 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R Certificates with respect
to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class A
Basis
Risk
Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class A-3
Certificate:
Any one of the Class A-3 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R Certificates with respect
to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class A
Basis
Risk
Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class A-4
Certificate:
Any one of the Class A-4 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit A,
senior to the Class M,
Class B,
Class SB and Class R Certificates with respect
to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class A
Basis
Risk
Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest Trust Account and the
Swap Agreement to the extent described herein.
Class B Basis
Risk
Shortfall:
With
respect
to the
Class B
Certificates
and any
Distribution
Date for which the
Pass-Through
Rate for any such Class of
Certificates
is
equal to the Net WAC Cap Rate,
an amount
equal to the
excess of (x)
Accrued
Certificate
Interest on that Class of
Certificates
on such
Distribution
Date,
calculated
at a rate
equal to LIBOR plus the related Class B Margin,
as calculated
for such
Distribution
Date
over (y) Accrued
Certificate
Interest on such Class of Certificates for such
Distribution
Date calculated at the Net WAC Cap Rate.
Class B Basis
Risk
Shortfall
Carry-Forward
Amount:
With
respect
to the
Class B
Certificates
and any
Distribution
Date,
the sum of (a) the
aggregate
amount of Class B
Basis Risk
Shortfall
for such Class on such
Distribution
Date plus (b) any Class B Basis
Risk
Shortfall
Carry-Forward
Amount for such Class
remaining
unpaid from the
preceding
Distribution
Date, plus (c) one month's
interest on the amount in clause (b) (based on the
number
of
days
in the
preceding
Interest
Accrual
Period),
to the
extent
previously
unreimbursed by the Excess Cash Flow pursuant to Section
4.02(c)(xviii) or amounts received
under the Swap
Agreement
pursuant
to Section
4.09(c)(v),
at a rate equal to the related
Pass-Through Rate.
Class B Certificate:
Any one of the Class B Certificates
executed by the Trustee and
authenticated
by the
Certificate
Registrar
substantially
in the form annexed
hereto as
Exhibit C, senior to the Class SB and Class R
Certificates
with
respect to
distributions
and the
allocation of Realized
Losses as set forth in Section 4.05,
and evidencing (i) an
interest
designated
as a
"regular
interest"
in
REMIC
II for
purposes
of
the
REMIC
Provisions
and (ii) the right to
receive
the Class B Basis Risk
Shortfall
Carry-Forward
Amount from the Excess
Cash Flow,
the
Supplemental
Interest
Trust
Account and the Swap
Agreement to the extent described herein.
Class B
Margin:
With
respect
to the Class B
Certificates,
initially
2.250%
per
annum,
and on any
Distribution
Date on or after the
second
Distribution
Date after the
first possible Optional Termination Date, 3.375% per annum.
Class B Interest
Distribution
Amount:
With respect to the Class B Certificates
and
any
Distribution
Date,
the
aggregate
amount
of
Accrued
Certificate
Interest
to
be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class B Principal
Distribution
Amount:
With
respect to any
Distribution
Date (i)
prior to the Stepdown
Date or on or after the Stepdown Date if a Trigger Event is in
effect
for
that
Distribution
Date,
the
remaining
Principal
Distribution
Amount
for
that
Distribution Date after
distribution of the Class A, Class M-1, Class M-2, Class M-3, Class
M-4,
Class
M-5,
Class
M-6,
Class M-7,
Class M-8 and Class M-9
Principal
Distribution
Amounts or (ii) on or after the Stepdown
Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date after
distribution
of the Class A, Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Principal Distribution
Amounts; and
(ii)
the excess,
if any, of (A) the sum of (1) the aggregate
Certificate
Principal
Balance of the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6,
Class M-7,
Class M-8 and Class M-9
Certificates
(after taking into account the payment of
the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Principal
Distribution
Amounts for that Distribution Date) and (2)
the
Certificate
Principal
Balance of the Class B Certificates
immediately
prior to that
Distribution
Date
over
(B)
the
lesser
of
(x)
the
product
of
(1)
the
applicable
Subordination
Percentage
and (2) the aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving effect to distributions to be made on that
Distribution Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class M Basis Risk
Shortfall:
With respect to the Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8 and Class M-9 Certificates and any
Distribution
Date for which the
Pass-Through
Rate for any such Class of
Certificates
is
equal to the Net WAC Cap Rate,
an amount
equal to the
excess of
(x) Accrued
Certificate
Interest on that Class of Certificates on such
Distribution Date calculated at a rate equal
to LIBOR plus the related
Class M
Margin,
as calculated for such
Distribution
Date over
(y) Accrued
Certificate
Interest
on
such
Class
of
Class M
Certificates
for
such
Distribution Date calculated at the Net WAC Cap Rate.
Class M Basis Risk
Shortfall
Carry-Forward
Amount:
With respect to the
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates
and any
Distribution
Date,
the sum of (a) the
aggregate
amount of Class M
Basis Risk
Shortfall
for each such Class on such
Distribution
Date plus (b) any
Class M
Basis
Risk
Shortfall
Carry-Forward
Amount for such
Classes
remaining
unpaid
from the
preceding
Distribution
Date,
plus
(c) one
month's
interest
on
the
amount
in
clause (b) (based
on the number of days in the preceding
Interest Accrual Period),
to the
extent previously unreimbursed by the Excess Cash Flow pursuant to
Section 4.02(c)(xvii) or
amounts received under the Swap Agreement
pursuant to Section
4.09(c)(v),
at a rate equal
to the related Pass-Through Rate.
Class M
Certificate:
Any
one of the
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8 or Class M-9
Certificates.
Class M
Margin:
With
respect
to
the
Class M-1
Certificates,
initially
0.310%
per annum,
and on any Distribution Date on or after the second
Distribution Date after the
first possible Optional
Termination
Date, 0.465% per annum.
With respect to the Class M-2
Certificates,
initially
0.330%
per annum,
and on any
Distribution
Date on or after the
second
Distribution
Date
after the
first
possible
Optional
Termination
Date,
0.495%
per annum.
With respect to the Class M-3 Certificates,
initially 0.380% per annum,
and on
any
Distribution
Date on or after the second
Distribution
Date after the first
possible
Optional
Termination Date, 0.570%
per annum.
With respect to the Class M-4
Certificates,
initially
0.410%
per annum,
and
on
any
Distribution
Date
on
or
after
the
second
Distribution
Date after the first possible
Optional
Termination
Date,
0.615% per annum.
With
respect
to
the
Class M-5
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-6
Certificates,
initially
0.500%
per annum,
and
on
any
Distribution
Date
on
or
after
the
second
Distribution
Date after the first possible
Optional
Termination
Date,
0.750% per annum.
With
respect
to
the
Class M-7
Certificates,
initially
0.950%
per annum,
and
on any
Distribution
Date on or after
the
second
Distribution
Date
after
the
first
possible
Optional
Termination Date, 1.425%
per annum.
With respect to the Class M-8
Certificates,
initially
1.500%
per annum,
and
on
any
Distribution
Date
on
or
after
the
second
Distribution
Date after the first possible
Optional
Termination
Date,
2.250% per annum.
With
respect
to
the
Class M-9
Certificates,
initially
2.400%
per annum,
and
on any
Distribution
Date on or after
the
second
Distribution
Date
after
the
first
possible
Optional Termination Date, 3.600% per annum.
Class M-1
Certificate:
Any one of the Class M-1 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-2,
Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8,
Class M-9,
Class B,
Class SB
and
Class R
Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class M
Basis
Risk
Shortfall
Carry-Forward Amount from the Excess Cash Flow, the Supplemental
Interest Trust Account and
the Swap Agreement to the extent described herein.
Class M-1 Interest
Distribution
Amount:
With respect to the Class M-1
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-1
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date
after
distribution
of the
Class A
Principal
Distribution
Amount or
(ii) on
or
after
the
Stepdown
Date
if a
Trigger
Event
is not
in
effect
for
that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after distribution of the Class A Principal Distribution Amount;
and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal Balance of the Class A
Certificates
(after taking into account the payment
of the Class A Principal
Distribution Amount for that Distribution
Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product
of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-2
Certificate:
Any one of the Class M-2 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9,
Class B, Class SB and Class R Certificates with respect to
distributions and the
allocation of Realized Losses as set forth in Section 4.05,
and evidencing
(i) an interest
designated
as a "regular
interest" in REMIC II for
purposes of the
REMIC Provisions
and
(ii) the right to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess
Cash Flow,
the
Supplemental
Interest
Trust Account and the Swap
Agreement to the extent
described herein.
Class M-2 Interest
Distribution
Amount:
With respect to the Class M-2
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-2
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution Date after
distribution of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution Amount or (ii) on or after the Stepdown Date if a
Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of the Class A
Principal
Distribution
Amount and the Class M-1
Principal Distribution Amount; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A
Certificates
and
Class M-1
Certificates
(after
taking into account the payment of the Class A Principal
Distribution
Amount and the
Class M-1
Principal
Distribution
Amount
for that
Distribution
Date) and
(2) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product
of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-3
Certificate:
Any one of the Class M-3 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-4,
Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9,
Class B,
Class SB and Class R Certificates with respect to distributions and
the allocation
of Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest
designated
as a "regular interest" in REMIC II for purposes of the
REMIC Provisions and (ii) the right
to receive the Class M Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow, the
Supplemental Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-3 Interest
Distribution
Amount:
With respect to the Class M-3
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-3
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A,
Class M-1 and
Class M-2
Principal
Distribution
Amounts
or (ii) on or after the
Stepdown
Date if a Trigger
Event is not in
effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of the Class A,
Class M-1 and Class M-2
Principal
Distribution
Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal Balance of the Class A,
Class M-1 and Class M-2
Certificates (after taking
into
account
the
payment
of
the
Class A,
Class M-1
and
Class M-2
Principal
Distribution
Amounts for that Distribution
Date) and (2) the
Certificate
Principal
Balance of the Class M-3
Certificates
immediately
prior to that
Distribution
Date
over (B) the lesser of (x) the product of (1) the applicable
Subordination Percentage
and (2) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect to distributions to be made on that
Distribution
Date and (y) the excess,
if
any, of the
aggregate
Stated
Principal
Balance of the Mortgage
Loans after giving
effect
to
distributions
to
be
made
on
that
Distribution
Date,
over
the
Overcollateralization Floor.
Class M-4
Certificate:
Any one of the Class M-4 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9, Class B,
Class SB
and Class R
Certificates
with respect to
distributions
and the
allocation
of
Realized Losses as set forth in Section 4.05,
and evidencing (i) an interest
designated as
a "regular interest" in REMIC II for purposes of the
REMIC Provisions and (ii) the right to
receive the Class M Basis Risk Shortfall
Carry-Forward Amount from the Excess Cash Flow and
the Swap Agreement to the extent described herein.
Class M-4 Interest
Distribution
Amount:
With respect to the Class M-4
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-4
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the Class A,
Class M-1,
Class M-2 and Class M-3
Principal
Distribution
Amounts or (ii) on or after the Stepdown Date if a Trigger Event is
not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of the Class A,
Class M-1,
Class M-2
and
Class M-3
Principal
Distribution Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A,
Class M-1,
Class M-2 and
Class M-3
Certificates
(after
taking into
account
the payment of the
Class A,
Class M-1,
Class M-2
and
Class M-3
Principal
Distribution
Amounts for that
Distribution
Date) and
(2) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to that
Distribution
Date over
(B) the
lesser of
(x) the
product
of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-5
Certificate:
Any one of the Class M-5 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-6,
Class M-7,
Class M-8, Class M-9, Class B, Class SB and
Class R
Certificates with respect to distributions and the allocation of
Realized Losses as
set
forth
in
Section 4.05,
and
evidencing
(i) an
interest
designated
as a
"regular
interest"
in REMIC II for purposes of the
REMIC Provisions
and (ii) the
right to receive
the
Class M
Basis
Risk
Shortfall
Carry-Forward
Amount
from
Excess
Cash
Flow,
the
Supplemental Interest Trust Account and the Swap Agreement to the
extent described herein.
Class M-5 Interest
Distribution
Amount:
With respect to the Class M-5
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-5
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution Date after
distribution of the Class A,
Class M-1,
Class M-2,
Class M-3 and
Class M-4 Principal
Distribution Amounts or (ii) on or after the Stepdown Date if a
Trigger
Event is not in effect for that Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of the Class A,
Class M-1,
Class M-2,
Class M-3
and Class M-4
Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the
Class A,
Class M-1,
Class M-2,
Class M-3
and
Class M-4
Certificates
(after
taking
into
account
the
payment of the
Class A,
Class M-1,
Class M-2,
Class M-3
and
Class M-4
Principal
Distribution
Amounts
for
that
Distribution
Date) and
(2) the
Certificate
Principal
Balance
of
the
Class M-5
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser of
(x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class M-6
Certificate:
Any one of the Class M-6 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B,
senior to the Class M-7,
Class M-8,
Class M-9,
Class B,
Class SB and Class R
Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set
forth in Section 4.05,
and evidencing (i) an interest designated as a "regular interest"
in
REMIC II for
purposes of the
REMIC Provisions
and
(ii) the
right to receive the Class M
Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest
Trust Account and the Swap Agreement to the extent described
herein.
Class M-6 Interest
Distribution
Amount:
With respect to the Class M-6
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-6
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
and
Class M-5
Principal
Distribution
Amounts or (ii) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution
Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution of the Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4 and
Class M-5 Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance of the Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
and
Class M-5
Certificates
(after
taking
into
account
the
payment
of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4
and
Class M-5
Principal
Distribution
Amounts for that Distribution
Date) and (2) the Certificate
Principal Balance of the
Class M-6
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser of (x) the product of (1) the applicable
Subordination
Percentage and (2) the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions to be made on that
Distribution Date and (y) the excess, if any, of the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans after
giving
effect to
distributions
to be made on that
Distribution
Date, over the
Overcollateralization
Floor.
Class M-7
Certificate:
Any one of the Class M-7 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B,
senior to the Class M-8,
Class M-9,
Class B, Class SB and Class R Certificates
with
respect
to
distributions
and the
allocation
of
Realized
Losses
as set forth in
Section 4.05,
and evidencing (i) an interest designated as a "regular interest"
in REMIC II
for purposes of the
REMIC Provisions
and (ii) the
right to receive the Class M Basis Risk
Shortfall
Carry-Forward
Amount from the Excess Cash Flow, the Supplemental
Interest Trust
Account and the Swap Agreement to the extent described herein.
Class M-7 Interest
Distribution
Amount:
With respect to the Class M-7
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-7
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6 Principal
Distribution
Amounts or (ii) on or after the
Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5 and Class M-6 Principal Distribution Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5
and
Class M-6
Certificates
(after taking into account the payment of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5
and
Class M-6
Principal
Distribution
Amounts for that Distribution
Date) and (2) the
Certificate
Principal
Balance
of
the
Class M-7
Certificates
immediately
prior
to
that
Distribution
Date over
(B) the
lesser of
(x) the
product
of
(1) the
applicable
Subordination
Percentage
and
(2) the
aggregate
Stated
Principal
Balance
of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the aggregate
Stated
Principal
Balance of the
Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date, over the Overcollateralization Floor.
Class M-8
Certificate:
Any one of the Class M-8 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B, senior to the Class M-9,
Class B, Class SB and Class R Certificates with respect
to
distributions
and the allocation of Realized Losses as set forth in
Section 4.05,
and
evidencing
(i) an interest
designated as a "regular
interest" in REMIC II for purposes of
the
REMIC Provisions
and
(ii) the
right to receive
the
Class M
Basis
Risk
Shortfall
Carry-Forward Amount from the Excess Cash Flow, the Supplemental
Interest Trust Account and
the Swap Agreement to the extent described herein.
Class M-8 Interest
Distribution
Amount:
With respect to the Class M-8
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-8
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6 and Class M-7 Principal Distribution Amounts or (ii) on
or
after the Stepdown Date if a Trigger Event is not in effect for
that Distribution
Date, the
lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5, Class M-6 and Class M-7 Principal Distribution Amounts;
and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6
and
Class M-7
Certificates
(after
taking
into
account the
payment
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6
and
Class M-7
Principal
Distribution
Amounts
for
that
Distribution
Date) and
(2) the
Certificate
Principal
Balance
of
the
Class M-8
Certificates
immediately
prior to that Distribution Date over (B) the lesser of (x) the
product of
(1) the
applicable
Subordination
Percentage and (2) the
aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution
Date and (y) the
excess,
if any,
of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions to be made on that
Distribution Date, over the Overcollateralization Floor.
Class M-9
Certificate:
Any one of the Class M-9 Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit B,
senior
to
the
Class B
Certificates,
Class SB
Certificates
and
Class R
Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set
forth in Section 4.05,
and evidencing (i) an interest designated as a "regular interest"
in
REMIC II for
purposes of the
REMIC Provisions
and
(ii) the
right to receive the Class M
Basis Risk Shortfall
Carry-Forward Amount from Excess Cash Flow, the Supplemental
Interest
Trust Account and the Swap Agreement to the extent described
herein.
Class M-9 Interest
Distribution
Amount:
With respect to the Class M-9
Certificates
and any
Distribution
Date,
the
aggregate
amount of Accrued
Certificate
Interest to be
distributed
to the
holders
of such Class for such
Distribution
Date,
plus any
related
Accrued Certificate Interest remaining unpaid from any prior
Distribution Date.
Class M-9
Principal
Distribution
Amount:
With
respect
to any
Distribution
Date
(i) prior to the Stepdown
Date or on or after the
Stepdown
Date if a Trigger
Event is in
effect for that
Distribution
Date, the remaining
Principal
Distribution
Amount for that
Distribution
Date after
distribution
of the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7 and Class M-8 Principal Distribution Amounts
or
(ii) on
or
after
the
Stepdown
Date
if a
Trigger
Event
is not
in
effect
for
that
Distribution Date, (a) the lesser of:
(i)
the remaining
Principal
Distribution
Amount for that
Distribution Date
after
distribution
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5, Class M-6, Class M-7 and Class M-8 Principal
Distribution Amounts; and
(ii)
the
excess,
if any,
of
(A) the
sum of (1) the
aggregate
Certificate
Principal
Balance
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates (after taking into
account
the payment of the Class A, Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7
and
Class M-8
Principal
Distribution
Amounts
for
that
Distribution
Date) and
(2) the
Certificate
Principal
Balance
of
the
Class M-9
Certificates
immediately
prior to that
Distribution
Date
over
(B) the
lesser of
(x) the product of (1) the applicable
Subordination
Percentage and (2) the aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that
Distribution
Date and (y) the
excess,
if any, of the
aggregate
Stated
Principal
Balance of the Mortgage Loans after giving effect to
distributions
to be made on that Distribution Date, over the
Overcollateralization Floor.
Class R
Certificates:
Collectively,
the Class R-I
Certificates
and the Class R-II
Certificates.
Class R-I
Certificate:
Any one of the Class R-I Certificates executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit E
and
evidencing an interest
designated
as a "residual
interest" in REMIC I for
purposes of the REMIC Provisions.
Class R-II
Certificate:
Any
one
of the
Class R-II
Certificates
executed
by the
Trustee and
authenticated
by the Certificate
Registrar
substantially in the form annexed
hereto as
Exhibit E
and
evidencing
an interest
designated
as a "residual
interest" in
REMIC II for purposes of the REMIC Provisions.
Class SB
Certificate:
Any one of the Class SB
Certificates
executed by the Trustee
and authenticated by the Certificate
Registrar
substantially in the form annexed hereto as
Exhibit D,
subordinate
to the
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
with respect to
distributions
and the
allocation of Realized
Losses as set
forth in
Section 4.05,
and
evidencing
an interest
comprised of "regular
interests"
in
REMIC II,
together with certain rights to payments under the Swap Agreement
for purposes of
the REMIC Provisions.
Closing Date:
October 30, 2006.
Code:
The Internal Revenue Code of 1986, as amended.
Commission:
The Securities and Exchange Commission.
Cooperative:
A private,
cooperative
housing
corporation
which owns or leases land
and
all or
part
of a
building
or
buildings,
including
apartments,
spaces
used
for
commercial purposes and common areas therein and whose board of
directors authorizes,
among
other things, the sale of Cooperative Stock.
Cooperative
Apartment:
A dwelling unit in a multi-dwelling
building owned or leased
by a Cooperative,
which unit the Mortgagor has an exclusive right to occupy pursuant
to the
terms of a proprietary lease or occupancy agreement.
Cooperative
Lease:
With respect to a
Cooperative
Loan,
the
proprietary
lease or
occupancy agreement with respect to the Cooperative
Apartment occupied by the Mortgagor and
relating to the related
Cooperative
Stock,
which lease or agreement
confers an exclusive
right to the holder of such Cooperative Stock to occupy such
apartment.
Cooperative
Loans:
Any of the
Mortgage
Loans
made
in
respect
of a
Cooperative
Apartment,
evidenced by a Mortgage Note and secured by (i) a Security
Agreement,
(ii) the
related
Cooperative
Stock
Certificate,
(iii) an
assignment
of the
Cooperative
Lease,
(iv) financing
statements
and
(v) a
stock
power
(or
other
similar
instrument),
and
ancillary
thereto,
a recognition
agreement
between the Cooperative and the originator of
the Cooperative
Loan, each of which was transferred and assigned to the Trustee
pursuant to
Section 2.01 and are from time to time held as part of the Trust
Fund.
Cooperative
Stock: With respect to a Cooperative
Loan, the single
outstanding class
of stock, partnership interest or other ownership instrument in the
related Cooperative.
Cooperative
Stock
Certificate:
With
respect
to
a
Cooperative
Loan,
the
stock
certificate or other instrument evidencing the related Cooperative
Stock.
Corporate
Trust
Office:
The
principal
office
of
the
Trustee
at
which
at any
particular
time its
corporate
trust
business
with
respect to this
Agreement
shall be
administered,
which office at the date of the
execution of this
instrument
is located at
U.S. Bank National
Association,
EP-MN-WS3D,
60 Livingston
Avenue,
St. Paul,
Minnesota,
55107, Attention:
Structured Finance/RAMP Series 2006-RS6.
Credit Repository:
Equifax, Transunion and Experian, or their successors in interest.
Curtailment:
Any Principal
Prepayment
made by a Mortgagor
which is not a Principal
Prepayment in Full.
Custodial Account:
The custodial account or accounts created and maintained
pursuant
to
Section 3.07
in the name of a depository
institution,
as custodian for the holders of
the
Certificates,
for the holders of certain other interests in mortgage loans
serviced or
sold by the
Master Servicer and for the
Master Servicer,
into which the amounts set forth
in
Section 3.07
shall be
deposited
directly.
Any such
account or accounts
shall be an
Eligible Account.
Custodial
Agreement:
An agreement that may be entered into among the Depositor,
the
Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit F hereto.
Custodial
File:
Any mortgage
loan document in the Mortgage File that is required to
be delivered to the Trustee or the Custodian pursuant to Section
2.01(b) of this Agreement.
Custodian:
Wells Fargo Bank, N.A., or any successor
custodian
appointed pursuant to
a Custodial Agreement.
Cut-off Date:
October 1, 2006.
Cut-off Date Balance:
$375,000,048.77
Cut-off
Date
Principal
Balance:
With
respect
to any
Mortgage
Loan,
the unpaid
principal
balance
thereof at the Cut-off Date after giving effect to all
installments
of
principal due on or prior thereto (or due during the month of the
Cut-off Date),
whether or
not received.
Debt
Service
Reduction:
With
respect to any
Mortgage
Loan,
a
reduction
in the
scheduled
Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a
proceeding
under the
Bankruptcy
Code,
except such a reduction
constituting
a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Defaulting Party:
As defined in the Swap Agreement.
Deficient
Valuation:
With
respect to any
Mortgage
Loan, a valuation by a court of
competent
jurisdiction
of
the
Mortgaged
Property
in
an
amount
less
than
the
then
outstanding
indebtedness
under
the
Mortgage
Loan,
or any
reduction
in the
amount of
principal to be paid in connection
with any scheduled
Monthly
Payment that
constitutes a
permanent
forgiveness of principal,
which valuation or reduction results from a proceeding
under the Bankruptcy Code.
Definitive Certificate:
Any definitive, fully registered Certificate.
Deleted
Mortgage
Loan: A Mortgage
Loan
replaced or to be replaced with a Qualified
Substitute Mortgage Loan.
Delinquent:
As used herein,
a Mortgage
Loan is considered to be: "30 to 59 days" or
"30 or more days"
delinquent when a payment due on any scheduled due date remains
unpaid as
of the close of business on the next following
monthly
scheduled due date; "60 to 89 days"
or "60 or more days"
delinquent when a payment due on any scheduled due date remains
unpaid
as of the close of business on the second following
monthly
scheduled due date; and so on.
The
determination
as to whether a Mortgage Loan falls into these
categories is made as of
the close of business on the last business day of each month.
For example,
a Mortgage Loan
with a payment due on July 1 that
remained
unpaid as of the close of business on August 31
would then be considered to be 30 to 59 days delinquent.
Delinquency
information as of the
Cut-off Date is
determined
and
prepared as of the close of business on the last
business
day immediately prior to the Cut-off Date.
Depositor:
As defined in the preamble hereto.
Depository:
The
Depository
Trust
Company,
or any successor
Depository
hereafter
named.
The
nominee
of
the
initial
Depository
for
purposes
of
registering
those
Certificates
that are to be Book-Entry
Certificates is Cede & Co. The Depository
shall at
all times be a
"clearing
corporation"
as defined in
Section 8-102(a)(5) of
the
Uniform
Commercial Code of the State of New York and a "clearing agency"
registered
pursuant to the
provisions of Section 17A of the Exchange Act.
Depository
Participant:
A broker,
dealer,
bank or other
financial
institution or
other
Person
for whom from time to time a
Depository
effects
book-entry
transfers
and
pledges of securities deposited with the Depository.
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.
DTC
Letter:
The Letter of
Representations,
dated
October
30,
2006,
between the
Trustee, on behalf of the Trust Fund, and the Depository.
Due Date:
With
respect
to any
Distribution
Date and any
Mortgage
Loan,
the day
during the related Due Period on which the Monthly Payment is due.
Due
Period:
With
respect
to any
Distribution
Date,
the
calendar
month of such
Distribution Date.
Eligible
Account:
An account
that is any of the
following:
(i) maintained
with a
depository
institution the debt
obligations of which have been rated by each Rating Agency
in its highest rating available,
or (ii) an account or accounts in a depository institution
in which such accounts are fully
insured to the limits
established
by the FDIC,
provided
that any deposits not so insured shall, to the extent
acceptable to each Rating Agency,
as
evidenced
in
writing,
be
maintained
such that (as
evidenced
by an
Opinion of Counsel
delivered
to the Trustee and each Rating
Agency) the
registered
Holders of
Certificates
have a claim
with
respect
to the funds in such
account
or a
perfected
first
security
interest against any collateral
(which shall be limited to Permitted
Investments) securing
such
funds
that is
superior
to
claims
of any
other
depositors
or
creditors
of the
depository
institution
with which such account is maintained,
or (iii) in the case of the
Custodial Account, a trust account or accounts
maintained in the corporate trust department
of U.S. Bank National
Association,
or (iv) in the case of the Certificate Account, a trust
account or accounts
maintained
in the
corporate
trust
department
of U.S. Bank National
Association,
or (v) an account or accounts of a depository
institution
acceptable to each
Rating
Agency (as
evidenced in writing by each Rating
Agency that use of any such account
as the Custodial
Account or the Certificate
Account will not reduce the rating assigned to
any Class of Certificates by such Rating Agency below the lower of
the
then-current
rating
or the rating assigned to such Certificates as of the Closing Date
by such Rating Agency).
Eligible Master
Servicing
Compensation:
With respect to any
Distribution
Date, an
amount equal to Prepayment Interest Shortfalls resulting from
Principal
Prepayments in Full
or
Curtailments
during
the
related
Prepayment
Period,
but not more than the lesser of
(a) one-twelfth
of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately
preceding such
Distribution
Date and (b) the sum of the Servicing Fee, all income and gain
on amounts held in the Custodial Account and the Certificate
Account and amounts payable to
the Certificateholders
with respect to such Distribution Date and servicing compensation
to
which the Master Servicer may be entitled pursuant to Section
3.10(a)(v),
and (vi) provided
that for purposes of this
definition
the amount of the
Servicing
Fee will not be reduced
pursuant to
Section 7.02(a) except as may be required pursuant to the last
sentence of such
Section 7.02(a).
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
Event of Default:
As defined in Section 7.01.
Excess Cash Flow:
With respect to the Mortgage
Loans and any
Distribution
Date, an
amount equal to the sum of (A) the excess of (1) the
Available
Distribution
Amount (other
than the portion of the Available
Distribution
Amount
described in clause
(a)(vi) of the
definition of Available
Distribution Amount) for that Distribution Date over (2) the sum of
(x) the
Interest
Distribution
Amount for that
Distribution
Date and
(y) the
lesser of
(i) the
aggregate
Certificate
Principal
Balance
of the
Class A
Certificates,
Class M
Certificates
and
Class B
Certificates
immediately
prior to such
Distribution
Date and
(ii) the
Principal
Remittance
Amount for that Distribution Date to the extent not used to
pay interest on the Class A Certificates and Class M Certificates
on such
Distribution Date
and (B) the Overcollateralization Reduction Amount, if any, for
that Distribution Date.
Excess
Overcollateralization
Amount:
With
respect to any
Distribution
Date,
the
excess,
if any,
of (a) the
Overcollateralization
Amount on such
Distribution
Date over
(b) the Required Overcollateralization Amount for such Distribution
Date.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Fannie Mae:
Fannie Mae,
a
federally
chartered
and
privately
owned
corporation
organized and existing under the Federal National Mortgage
Association
Charter Act, or any
successor thereto.
FDIC:
The Federal Deposit Insurance Corporation or any successor thereto.
FHA:
The Federal Housing Administration, or its successor.
Final Certification:
As defined in Section 2.02.
Final
Distribution
Date: The
Distribution
Date on which the final
distribution in
respect of the Certificates will be made pursuant to Section 9.01,
which Final Distribution
Date shall in no event be later than the end of the 90-day
liquidation
period described in
Section 9.02.
Final
Scheduled
Distribution
Date:
Solely
for
purposes
of
the
face
of
the
Certificates,
as follows:
with respect to the
Class A-1
Certificates,
the
Distribution
Date in November 2025; with respect to the Class A-2 Certificates,
the Distribution Date in
May 2030; with respect to each of the Class A-3 Certificates,
the Distribution Date in July
2035; with respect to each of the Class A-4 Certificates,
the Distribution Date in November
2036; with respect to the Class M-1
Certificates,
the Distribution
Date in November 2036;
with respect to the Class M-2
Certificates,
the
Distribution
Date in November 2036; with
respect to the Class M-3 Certificates,
the Distribution Date in November 2036; with respect
to the Class M-4
Certificates,
the Distribution Date in November 2036; with respect to the
Class M-5
Certificates,
the
Distribution
Date in
November
2036;
with
respect
to the
Class M-6
Certificates,
the
Distribution
Date in
November
2036;
with
respect
to the
Class M-7
Certificates,
the
Distribution
Date in
November
2036;
with
respect
to the
Class M-8
Certificates,
the
Distribution
Date in
November
2036;
with
respect
to the
Class M-9 Certificates,
the Distribution Date in November 2036; with respect to the Class B
Certificates,
the
Distribution
Date in November
2036;
and with
respect to the Class SB
Certificates,
the
Distribution
Date in
November
2036.
No event of
default
under this
Agreement
will
arise or become
applicable
solely by reason of the
failure to retire the
entire
Certificate
Principal
Balance
of any
Class
of Class A
Certificates
or Class M
Certificates on or before its Final Scheduled Distribution Date.
Fixed
Swap
Payment:
With
respect
to any
Distribution
Date
on or
prior
to the
Distribution
Date in March 2012,
an amount
equal to the product of (x) a fixed rate equal
to 5.165% per annum,
(y) the Swap Agreement Notional Balance for that Distribution Date
and
(z) a
fraction,
the
numerator
of which is equal
to the
number
of days in the
related
calculation
period as provided in the Swap
Agreement,
the number of days to be calculated
on the basis of a year of 360 days with 12 30-day
months,
and the
denominator of which is
360.
Floating
Swap
Payment:
With
respect
to any
Distribution
Date on or prior to the
Distribution
Date in March 2012, an amount equal to the product of (x) Swap
LIBOR,
(y) the
Swap
Agreement
Notional
Balance
for that
Distribution
Date
and
(z) a
fraction,
the
numerator
of which is equal to the
number
of days in the
related
calculation
period as
provided in the Swap Agreement and the denominator of which is 360.
Foreclosure
Profits:
With respect to any Distribution Date or related
Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds,
Insurance Proceeds
and
REO Proceeds
(net
of
all
amounts
reimbursable
therefrom
pursuant
to
Section 3.10(a)(ii)) in
respect
of each
Mortgage
Loan or
REO Property
for which a Cash
Liquidation or
REO Disposition
occurred in the related
Prepayment
Period over the sum of
the unpaid principal balance of such Mortgage Loan or REO Property
(determined,
in the case
of an REO Disposition,
in accordance with Section 3.14) plus accrued and unpaid interest
at
the Mortgage Rate on such unpaid
principal
balance from the Due Date to which interest was
last paid by the
Mortgagor to the first day of the month
following the month in which such
Cash Liquidation or REO Disposition occurred.
Freddie Mac:
The Federal Home Loan Mortgage Corporation,
a corporate instrumentality
of the United States
created and existing under Title III of the Emergency Home Finance
Act
of 1970, as amended, or any successor thereto.
Gross
Margin:
With
respect
to
each
adjustable
rate
Mortgage
Loan,
the
fixed
percentage set forth in the related
Mortgage Note and indicated in Exhibit G
hereto as the
"NOTE MARGIN,"
which
percentage is added to the related Index on each
Adjustment
Date to
determine
(subject to rounding in accordance
with the related
Mortgage Note, the Periodic
Cap, the Maximum Mortgage Rate and the Minimum Mortgage
Rate) the interest rate to be borne
by such Mortgage Loan until the next Adjustment Date.
Independent:
When used with respect to any specified Person,
means such a Person who
(i) is in fact independent of the Depositor,
the
Master Servicer
and the Trustee,
or any
Affiliate
thereof,
(ii) does
not have
any
direct
financial
interest
or any
material
indirect
financial interest in the Depositor,
the
Master Servicer or the Trustee or in an
Affiliate
thereof,
and (iii) is not connected with the Depositor,
the
Master Servicer or
the Trustee as an officer, employee,
promoter,
underwriter,
trustee, partner, director or
person performing similar functions.
Index:
With respect to any
adjustable
rate Mortgage
Loan and as to any
Adjustment
Date therefor, the related index as stated in the related Mortgage
Note.
Initial
Certificate
Principal
Balance:
With respect to each Class of
Certificates
(other than the Class R
Certificates),
the Certificate
Principal Balance of such Class of
Certificates as of the Closing Date as set forth in the Preliminary
Statement hereto.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage
Loans
pursuant to any
Primary
Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to
the extent such proceeds are payable to the mortgagee under the
Mortgage,
any
Subservicer,
the
Master Servicer
or the Trustee and are not applied to the
restoration
of the related
Mortgaged
Property or released to the Mortgagor in accordance
with the procedures that the
Master Servicer would follow in servicing mortgage loans held for
its own account.
Interest
Accrual
Period:
With
respect
to
the
Class
A
Certificates,
Class
M
Certificates
and
Class
B
Certificates,
(i) with
respect
to the
Distribution
Date in
November
2006,
the period
commencing
on the Closing Date and ending on the day preceding
the
Distribution
Date in November 2006,
and (ii) with
respect to any
Distribution
Date
after the
Distribution
Date in November
2006, the period
commencing on the
Distribution
Date in the month
immediately
preceding the month in which such
Distribution
Date occurs
and ending on the day
preceding
such
Distribution
Date.
With
respect
to the
Class SB
Certificates and any Distribution Date, the prior calendar month.
Interest
Distribution
Amount:
The
sum
of
the
Class A,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8, Class M-9 and Class B
Interest Distribution Amounts.
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.
Interim Certification:
As defined in Section 2.02.
Late
Collections:
With respect to any Mortgage Loan, all amounts received during any
Due
Period,
whether
as late
payments
of
Monthly
Payments
or as
Insurance
Proceeds,
Liquidation
Proceeds or otherwise,
which represent late payments or collections of Monthly
Payments due but delinquent for a previous Due Period and not
previously recovered.
LIBOR:
With
respect to any
Distribution
Date,
the
arithmetic
mean of the London
interbank
offered
rate
quotations
for
one-month
U.S. Dollar
deposits,
expressed on a
per annum basis, determined in accordance with Section 1.02.
LIBOR
Business
Day:
Any day other
than (i) a
Saturday
or Sunday or (ii) a day on
which
banking
institutions
in London,
England are required or authorized 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.
Liquidation
Proceeds:
Amounts
(other
than
Insurance
Proceeds) received
by
the
Master Servicer
in connection with the taking of an entire
Mortgaged
Property by exercise
of the power of eminent domain or
condemnation
or in connection
with the liquidation of a
defaulted
Mortgage Loan through trustee's sale,
foreclosure sale or otherwise,
other than
REO Proceeds and Subsequent Recoveries.
Loan-to-Value
Ratio:
As of any date,
the fraction,
expressed as a percentage,
the
numerator
of which is the current
principal
balance of the related
Mortgage
Loan at the
date of
determination
and the
denominator of which is the Appraised
Value of the related
Mortgaged Property.
Marker
Rate:
With
respect to the
Class SB
Certificates
or the
REMIC II
Regular
Interest SB-IO and any Distribution
Date, a per annum rate equal to two
(2) multiplied
by
the
weighted
average of the
Uncertificated
REMIC I
Pass-Through
Rates for each REMIC I
Regular
Interest (other than the REMIC I Regular
Interest AA) with
the rates on each such
REMIC I Regular Interest (other than REMIC I Regular Interest
ZZ) subject to a cap equal to
the Pass-Through
Rate for the corresponding
Class for such REMIC I Regular
Interest,
and
the rate on REMIC I Regular
Interest ZZ subject to a cap of zero, in each case for purposes
of this calculation.
Maturity Date:
With respect to each Class of Certificates
representing
ownership of
regular interest or Uncertificated
Regular Interests issued by each of REMIC I and REMIC II
the latest
possible
maturity date,
solely for purposes of
Section 1.860G-1(a)(4)(iii) of
the Treasury
Regulations,
by which the Certificate Principal Balance of each such Class of
Certificates
representing a regular
interest in the
Trust Fund
would be reduced to zero,
which is, for each such regular
interest,
the Distribution Date in November 2036, which is
the
Distribution
Date occurring in the month following the last scheduled
monthly payment
of the Mortgage Loans.
Maximum
Mortgage Rate:
With respect to any
adjustable
rate Mortgage Loan, the rate
indicated
in Exhibit G
hereto as the
"NOTE CEILING,"
which rate is the maximum
interest
rate that may be
applicable
to such
adjustable
rate Mortgage Loan at any time during the
life of such Mortgage Loan.
Maximum Net Mortgage Rate:
With respect to any adjustable
rate Mortgage Loan and any
date of determination,
the Maximum Mortgage Rate minus the sum of (i) the
Subservicing Fee
Rate and (ii) the Servicing Fee Rate.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS(R)System:
The
system
of
recording
transfers
of
Mortgages
electronically
maintained by MERS.
MIN: The Mortgage
Identification
Number for Mortgage Loans
registered
with MERS on
the MERS(R) System.
Minimum
Mortgage
Rate:
With
respect to any
adjustable
rate
Mortgage
Loan,
the
greater of (i) the
Note Margin and
(ii) the
rate
indicated
in
Exhibit G
hereto as the
"NOTE FLOOR",
which rate may be
applicable
to such
adjustable
rate Mortgage Loan at any
time during the life of such adjustable rate Mortgage Loan.
Modified
Mortgage
Loan:
Any Mortgage
Loan that has been the subject of a Servicing
Modification.
Modified
Mortgage
Rate:
With respect to any Mortgage
Loan that is the subject of a
Servicing
Modification,
the Mortgage Rate,
minus the rate per annum by which the Mortgage
Rate on such Mortgage Loan was reduced.
Modified Net Mortgage
Rate:
With respect to any Mortgage Loan that is the subject of
a Servicing
Modification,
the Net
Mortgage
Rate,
minus the rate
per annum by which the
Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan:
With respect to any
Mortgage
Loan,
MERS acting as the
mortgagee of such
Mortgage
Loan,
solely
as
nominee
for the
originator
of
such
Mortgage
Loan
and its
successors and assigns, at the origination thereof.
Monthly
Payment:
With respect to any Mortgage Loan (including any
REO Property) and
the
Due Date
in any Due Period,
the
payment of
principal
and
interest
due thereon in
accordance with the amortization
schedule at the time applicable thereto (after adjustment,
if any, for Curtailments and for Deficient
Valuations
occurring prior to such Due Date but
before any adjustment to such amortization schedule by reason of
any bankruptcy,
other than
a Deficient
Valuation,
or similar
proceeding or any moratorium or similar waiver or grace
period and before any Servicing
Modification
that
constitutes a reduction of the interest
rate on such Mortgage Loan).
Moody's:
Moody's Investors Service, Inc., or its successor in interest.
Mortgage:
With
respect
to each
Mortgage
Note
related
to a
Mortgage
Loan,
the
mortgage,
deed of trust or other comparable
instrument
creating a first 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 G
(as amended
from time to time to reflect
the
addition of
Qualified
Substitute
Mortgage
Loans),
which
lists
shall set forth at a minimum
the
following
information
as to each
Mortgage Loan:
(i)
the Mortgage Loan identifying number ("RFC LOAN #");
(ii)
[reserved];
(iii) the maturity of the Mortgage Note ("MATURITY
DATE" or "MATURITY
DT") for
Mortgage Loans;
(iv)
the Mortgage Rate as of origination ("ORIG RATE");
(v)
the Mortgage Rate as of the Cut-off Date for an
adjustable
rate Mortgage
Loan ("CURR RATE");
(vi)
the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled
monthly
payment of
principal,
if any, and interest as of
the
Cut-off
Date
("ORIGINAL
P & I" or
"CURRENT
P & I" for
the
adjustable
rate
Mortgage Loans);
(viii)
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix)
the Loan-to-Value Ratio at origination ("LTV");
(x)
a code "T",
"BT" or "CT" under the column "LN FEATURE,"
indicating
that
the
Mortgage
Loan is secured by a second or vacation
residence
(the absence of any
such code means the Mortgage Loan is secured by a primary
residence);
(xi)
a code "N" under the column
"OCCP
CODE",
indicating
that the
Mortgage
Loan is secured by a non-owner
occupied residence (the absence of any such code means
the Mortgage Loan is secured by an owner occupied residence);
(xii) the
Maximum
Mortgage
Rate
for
the
adjustable
rate
Mortgage
Loans
("NOTE CEILING");
(xiii)
the Maximum
Net
Mortgage
Rate for the
adjustable
rate
Mortgage
Loans ("NET CEILING");
(xiv) the Note Margin for the adjustable rate Mortgage Loans ("NOTE
MARGIN");
(xv)
the first
Adjustment
Date after the Cut-off Date for the adjustable rate
Mortgage Loans ("NXT INT CHG DT");
(xvi) the Periodic Cap for the adjustable rate Mortgage Loans
("PERIODIC
DECR"
or "PERIODIC INCR"); and
(xvii)
(the
rounding
of
the
semi-annual
or
annual
adjustment
to the
Mortgage Rate with respect to the adjustable rate Mortgage Loans
("NOTE METHOD").
Such schedules may consist of multiple reports that
collectively set forth all of the
information required.
Mortgage
Loans:
Such of the mortgage loans
transferred
and assigned to the Trustee
pursuant
to
Section 2.01
as from
time to time are held or deemed to be held as a part of
the
Trust Fund,
the Mortgage
Loans
originally
so held being
identified
in the initial
Mortgage Loan Schedule,
and Qualified Substitute Mortgage Loans held or deemed held as part
of the Trust Fund including, without limitation,
(i) with respect to each Cooperative Loan,
the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative
Stock Certificate,
Cooperative Lease and Mortgage File and all rights appertaining
thereto,
and (ii) with
respect to each Mortgage
Loan other than a
Cooperative
Loan,
each related
Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage
Note:
The
originally
executed
note or
other
evidence
of
indebtedness
evidencing
the
indebtedness
of a
Mortgagor
under a
Mortgage
Loan,
together
with any
modification thereto.
Mortgage
Rate:
With respect to any
Mortgage
Loan,
the interest
rate borne by the
related Mortgage Note, or any modification thereto other than a
Servicing Modification.
The
Mortgage Rate on the adjustable
rate Mortgage Loans will adjust on each
Adjustment Date to
equal the sum (rounded to the nearest
multiple of one-eighth of one percent
(0.125%) or up
to the nearest one-eighth of one percent, which are indicated by a
"U" on Exhibit G,
except
in the case of the
adjustable
rate
Mortgage
Loans
indicated
by an "X" on
Exhibit G or
hereto under the heading "NOTE METHOD"),
of the related Index plus the Note Margin, in each
case subject to the
applicable
Periodic Cap,
Maximum
Mortgage Rate and Minimum
Mortgage
Rate.
Mortgaged
Property:
The underlying
real property
securing a Mortgage Loan or, with
respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage
Rate:
With
respect
to
any
Mortgage
Loan
as
of
any
date
of
determination,
a per annum
rate equal to the Mortgage
Rate for such
Mortgage
Loan as of
such
date
minus
the sum of
(i) the
related
Servicing
Fee
Rate and
(ii) the
related
Subservicing Fee Rate.
Net Swap
Payment:
With respect to each
Distribution
Date, the net payment required
to be made pursuant to the terms of the
Swap Agreement by either the
Swap Counterparty
or
the
Supplemental
Interest Trust Trustee,
on behalf of the
Supplemental
Interest
Trust,
which net payment shall not take into account any Swap Termination
Payment.
Net WAC Cap Rate: With respect to any
Distribution
Date and the Class A, Class M and
Class B
Certificates,
a per annum rate
(which
will not be less than
zero)
equal to the
excess,
if any, of (I), the product of (A) the
weighted
average of the Net Mortgage Rates
(or, if
applicable,
the Modified Net Mortgage
Rates) of the Mortgage
Loans using the Net
Mortgage
Rates in effect for the Monthly
Payments
due on such
Mortgage
Loans during the
related Due Period and (B) a fraction
expressed as a percentage,
the numerator of which is
30 and the
denominator
of which
is the
actual
number
of days in the
related
Interest
Accrual
Period,
over (II) the product of (A) a fraction
expressed
as a
percentage,
the
numerator
of
which
is any
Net
Swap
Payments
owed
to the
Swap
Counterparty
or Swap
Termination
Payment
not
due
to a Swap
Counterparty
Trigger
Event
owed
to
the
Swap
Counterparty
as of such
Distribution
Date and the
denominator
of which is the aggregate
Stated
Principal
Balance of the Mortgage
Loans before giving effect to
distributions
of
principal
to be
made
on
such
Distribution
Date
and
(B)
a
fraction
expressed
as a
percentage,
the numerator of which is 360 and the denominator of which is the
actual number
of days in the related
Interest Accrual Period.
For federal income tax purposes,
however,
with respect to any
Distribution
Date and the REMIC II Regular
Interests the ownership of
which
is
represented
by the
Class A
Certificates,
Class
M
Certificates
and
Class B
Certificates,
a per annum rate equal to the weighted average of the
Uncertificated
REMIC I
Pass-Through
Rates
for
the
REMIC I
Regular
Interests,
weighted
on the
basis
of the
Uncertificated
Principal Balance of each such REMIC I Regular Interest immediately
prior to
such
Distribution
Date,
multiplied
by a fraction,
the numerator of which is 30, and the
denominator of which is the actual number of days in the related
Interest Accrual Period.
Non-Primary
Residence
Loans:
The Mortgage Loans
designated as secured by second or
vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person:
Any Person other than a United States Person.
Nonrecoverable
Advance:
Any
Advance
previously
made or proposed to be made by the
Master Servicer
or Subservicer in respect of a Mortgage Loan (other than a Deleted
Mortgage
Loan) which,
in the good faith judgment of the
Master Servicer,
will not, or, in the case
of a proposed
Advance,
would not, be ultimately
recoverable by the
Master Servicer
from
related Late Collections,
Insurance Proceeds,
Liquidation Proceeds or REO Proceeds. To the
extent that any Mortgagor is not obligated
under the related
Mortgage
documents to pay or
reimburse any portion of any Servicing
Advances
that are
outstanding
with respect to the
related
Mortgage
Loan
as a
result
of a
modification
of
such
Mortgage
Loan
by
the
Master Servicer,
which
forgives
amounts
which the
Master Servicer
or
Subservicer
had
previously advanced,
and the Master Servicer
determines that no other source of payment or
reimbursement for such advances is available to it, such Servicing
Advances shall be deemed
to be Nonrecoverable
Advances.
The determination by the Master Servicer that it has made a
Nonrecoverable
Advance
shall be
evidenced by an
Officer's
Certificate
delivered to the
Depositor,
the Trustee and the
Master Servicer
setting
forth such
determination,
which
shall
include any other
information
or reports
obtained by the
Master Servicer
such as
property
operating
statements,
rent rolls,
property
inspection
reports and engineering
reports,
which may support
such
determinations.
Notwithstanding
the above,
the Trustee
shall be entitled to rely upon any
determination
by the
Master Servicer
that any Advance
previously made is a
Nonrecoverable
Advance or that any proposed
Advance,
if made, would
constitute a Nonrecoverable Advance.
Nonsubserviced
Mortgage
Loan:
Any
Mortgage
Loan
that,
at the time of
reference
thereto, is not subject to a Subservicing Agreement.
Note
Margin:
With
respect
to
each
adjustable
rate
Mortgage
Loan,
the
fixed
percentage set forth in the related
Mortgage Note and indicated in Exhibit G
hereto as the
"NOTE MARGIN,"
which
percentage is added to the Index on each Adjustment Date to
determine
(subject to rounding in accordance
with the related
Mortgage
Note,
the Periodic Cap, the
Maximum Mortgage Rate and the Minimum Mortgage
Rate) the
interest rate to be borne by such
adjustable rate Mortgage Loan until the next Adjustment Date.
Notional
Amount:
With respect to the Class SB
Certificates or the REMIC II
Regular
Interest
SB-IO,
immediately
prior
to
any
Distribution
Date,
the
aggregate
of
the
Uncertificated Principal Balances of the REMIC I Regular Interests.
Officer's
Certificate:
A
certificate
signed
by the
Chairman
of the
Board,
the
President,
a Vice President,
Assistant Vice President,
Director,
Managing Director,
the
Treasurer,
the Secretary, an Assistant Treasurer or an Assistant Secretary of
the Depositor
or the
Master Servicer,
as the case may be, and
delivered to the Trustee,
as required by
this Agreement.
Opinion of Counsel:
A written
opinion of counsel
acceptable
to the Trustee and the
Master Servicer, who may be counsel for the Depositor or the Master
Servicer,
provided that
any opinion of counsel
(i) referred to in the definition of "Disqualified
Organization" or
(ii) relating
to the
qualification of REMIC I or REMIC II as REMICs or compliance with
the
REMIC Provisions must, unless otherwise specified, be an opinion of
Independent counsel.
Optional
Termination
Date:
Any
Distribution
Date on or
after
which
the
Stated
Principal
Balance
(after giving effect to
distributions
to be made on such
Distribution
Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date
Balance.
Outstanding
Mortgage
Loan:
With
respect
to
the
Due Date
in
any
Due
Period,
a Mortgage
Loan
(including
an
REO Property) that
was not
the
subject
of a
Principal
Prepayment in Full, Cash Liquidation or REO Disposition and that
was not purchased,
deleted
or substituted for prior to such Due Date pursuant to Section 2.02,
2.03, 2.04 or 4.07.
Overcollateralization
Amount:
With respect to any Distribution
Date, the excess, if
any, of (a) the
aggregate
Stated
Principal
Balance of the Mortgage
Loans before
giving
effect to
distributions
of
principal
to be made on such
Distribution
Date over (b) the
aggregate
Certificate
Principal Balance of the Class A Certificates,
Class M Certificates
and Class B
Certificates
as of such date,
before
taking into
account
distributions
of
principal to be made on that Distribution Date.
Overcollateralization
Floor:
An amount equal to the product of 0.50% and the Cut-off
Date Balance.
Overcollateralization
Increase
Amount:
With respect to any
Distribution
Date,
an
amount equal to the lesser of (i) the Excess Cash Flow for that
Distribution Date available
to make payments
pursuant to
Section 4.02(c)(xv) and
(ii) the excess,
if any, of (x) the
Required
Overcollateralization
Amount
for
that
Distribution
Date
over
(y) the
Overcollateralization Amount for that Distribution Date.
Overcollateralization
Reduction
Amount:
With respect to any
Distribution
Date for
which the Excess
Overcollateralization
Amount is, or would be,
after
taking into account
all other
distributions to be made on such Distribution
Date, greater than zero, an amount
equal to the lesser of (i) the
Excess
Overcollateralization
Amount for that
Distribution
Date and (ii) the Principal Remittance Amount for such Distribution
Date.
Ownership
Interest:
With
respect to any
Certificate,
any
ownership
or
security
interest in such
Certificate,
including
any
interest in such
Certificate
as the Holder
thereof and any other interest therein, whether direct or indirect,
legal or beneficial,
as
owner or as pledgee.
Pass-Through
Rate:
With
respect
to 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 and (ii) the
Net WAC Cap Rate.
With
respect to the Class M
Certificates
and each
Interest
Accrual Period,
a per annum rate equal to the least of (i) LIBOR plus the related
Class M Margin and (ii) the Net WAC Cap Rate.
With respect to the Class B Certificates
and
each
Interest
Accrual
Period,
a per annum
rate equal to the least of (i) LIBOR plus the
Class B Margin and (ii) the Net WAC Cap Rate.
With respect to the Class SB
Certificates or the REMIC II
Regular
Interest SB-IO, a
per annum rate equal to the percentage
equivalent of a fraction,
the numerator of which is
(x) the sum, for each REMIC I Regular Interest, of the excess of
the Uncertificated
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 the
applicable
REMIC
Regular Interest and the denominator of which is (y) the
Uncertificated Notional Amount.
Paying
Agent:
U.S.
Bank
National
Association,
or
any
successor
Paying
Agent
appointed by the Trustee.
Percentage
Interest:
With
respect to any Class A,
Class M or Class B
Certificate,
the
undivided
percentage
ownership
interest
in the
related
Class
evidenced
by
such
Certificate,
which percentage
ownership interest shall be equal to the Initial Certificate
Principal Balance thereof divided by the aggregate Initial
Certificate
Principal Balance of
all of the
Certificates
of the same
Class.
The
Percentage
Interest
with
respect to a
Class SB Certificate or Class R Certificate shall be stated on the
face thereof.
Periodic Cap: With respect to each
adjustable
rate Mortgage
Loan, the periodic rate
cap that limits the increase or the decrease of the related
Mortgage Rate on any Adjustment
Date pursuant to the terms of the related Mortgage Note.
Permitted Investments:
One or more of the following:
(i)
obligations
of
or
guaranteed
as
to
principal
and
interest
by
the
United States
or any agency or
instrumentality
thereof
when such
obligations
are
backed by the full faith and credit of the United States;
(ii)
repurchase agreements on obligations specified in clause (i)
maturing
not
more than one month from the date of acquisition thereof,
provided that the unsecured
obligations
of the party
agreeing to
repurchase
such
obligations
are at the time
rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds,
certificates of deposit,
demand
deposits,
time deposits
and bankers'
acceptances (which shall each have an original maturity of not more
than
90 days and, in the case of bankers'
acceptances,
shall in no event have an original
maturity
of
more
than
365
days
or
a
remaining
maturity
of
more
than
30 days) denominated
in United States
dollars of any U.S. depository
institution or
trust company
incorporated
under the laws of the
United States or any state thereof
or of any
domestic
branch
of a foreign
depository
institution
or trust
company;
provided that the debt obligations of such depository
institution or trust company at
the date of
acquisition
thereof have been rated by each Rating Agency in its highest
short-term rating
available;
and, provided further that, if the original maturity of
such short-term
obligations of a domestic branch of a foreign depository
institution
or trust company
shall exceed
30 days,
the
short-term
rating of such
institution
shall be A-1+ in the
case of
Standard
& Poor's
if
Standard
& Poor's
is a Rating
Agency;
(iv)
commercial paper and demand notes (having original
maturities of not more
than 365 days) of any corporation
incorporated under the laws of the United States or
any state
thereof
which on the date of
acquisition
has been
rated by each
Rating
Agency in its highest
short-term
rating
available;
provided
that such
commercial
paper and demand notes shall have a remaining maturity of not more
than 30 days;
(v)
a money
market fund or a qualified
investment
fund rated by each Rating
Agency in its highest
long-term rating available (which may be managed by the Trustee
or one of its Affiliates); and
(vi)
other
obligations or securities that are acceptable to each Rating Agency
as a Permitted
Investment
hereunder
and will not reduce the rating
assigned to any
Class of
Certificates
by such Rating
Agency below the
then-current
rating by such
Rating Agency, as evidenced in writing;
provided,
however,
that no instrument
shall be a Permitted
Investment if it
represents,
either (1) the right to receive only interest
payments with respect to the underlying
debt
instrument or (2) the right to receive both
principal
and interest
payments
derived from
obligations
underlying such instrument and the principal and interest payments
with respect
to such
instrument
provide a yield to maturity
greater than 120% of the yield to maturity
at par of such underlying obligations.
References herein to the highest rating available on
unsecured
long-term
debt
shall
mean AAA in the case of
Standard & Poor's and Aaa in the
case of Moody's,
and for purposes of this Agreement,
any references
herein to the highest
rating available on unsecured
commercial
paper and short-term debt obligations
shall mean
the
following:
A-1+ in the
case of
Standard
& Poor's
and P-1 in the
case of
Moody's;
provided,
however, that any Permitted Investment that is a short-term debt
obligation rated
A-1 by Standard & Poor's must satisfy the
following
additional
conditions:
(i) the total
amount of debt from A-1 issuers must be limited to the
investment of monthly
principal and
interest
payments
(assuming
fully
amortizing
collateral);
(ii) the total amount of A-1
investments
must not
represent
more
than 20% of the
aggregate
outstanding
Certificate
Principal
Balance of the
Certificates
and each investment must not mature beyond 30 days;
(iii) the terms of the debt must have a
predetermined
fixed dollar amount of principal due
at maturity that cannot vary; and (iv) if the investments
may be liquidated
prior to their
maturity or are being relied on to meet a certain
yield,
interest must be tied to a single
interest rate index plus a single fixed spread (if any) and must
move
proportionately
with
that index.
Any
Permitted
Investment
may be
purchased
by or through the Trustee or its
Affiliates.
Permitted
Transferee:
Any
Transferee
of
a
Class R
Certificate,
other
than
a
Disqualified Organization or Non-United States Person.
Person: Any individual,
corporation,
limited liability company,
partnership,
joint
venture, association,
joint-stock company, trust, unincorporated organization or
government
or any agency or political subdivision thereof.
Pool
Stated
Principal
Balance:
With
respect
to any
date of
determination,
the
aggregate of the Stated
Principal
Balances of each Mortgage
Loan that was an
Outstanding
Mortgage Loan on the Due Date
immediately
preceding the Due Period
preceding such date of
determination.
Prepayment
Assumption:
With
respect
to
the
Class A,
Class M
and
Class B
Certificates,
the prepayment
assumption to be used for determining the accrual of original
issue discount and premium and market discount on such
Certificates
for federal income tax
purposes,
which
assumes
a
prepayment
rate of 20% HEP
with
respect
to the
fixed-rate
Mortgage Loans, and 100% PPC with respect to the adjustable-rate
Mortgage Loans.
Prepayment
Interest
Shortfall:
With
respect
to
any
Distribution
Date
and
any
Mortgage Loan (other than a Mortgage Loan relating to an REO
Property) that
was the subject
of (a) a Principal
Prepayment in Full during the related Prepayment Period, an amount
equal
to the excess of one month's
interest at the related Net
Mortgage
Rate (or
Modified
Net
Mortgage Rate in the case of a Modified
Mortgage
Loan) on the Stated Principal
Balance of
such
Mortgage
Loan over the amount of interest
(adjusted to the related Net Mortgage Rate
(or
Modified
Net
Mortgage
Rate in the case of a
Modified
Mortgage
Loan)) paid
by the
Mortgagor for such
Prepayment
Period to the date of such
Principal
Prepayment in Full or
(b) a
Curtailment
during the prior calendar month, an amount equal to one month's
interest
at the related Net Mortgage
Rate (or
Modified Net Mortgage
Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment
Period:
With
respect
to
any
Distribution
Date,
the
calendar
month
preceding the month of distribution.
Primary
Insurance
Policy:
Each
primary
policy of mortgage
guaranty
insurance as
indicated
by a numeric
code on
Exhibit G
with the
exception of either code "23" or "96"
under the column "MI CO CODE".
Principal
Distribution
Amount:
With respect to any Distribution Date, the lesser of
(a) the excess of (i) the Available
Distribution Amount over (ii) the Interest Distribution
Amount and (b) the sum of:
(i)
the principal
portion of each Monthly
Payment
received or Advanced with
respect to the related Due Period on each Outstanding Mortgage
Loan;
(ii)
the Stated Principal
Balance of any Mortgage Loan repurchased
during the
related
Prepayment
Period (or deemed to have been so repurchased in accordance
with
Section 3.07(b)) pursuant
to
Section 2.02,
2.03,
2.04 or 4.07,
the
amount of any
shortfall
deposited in the Custodial Account in connection with the
substitution of a
Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the related
Prepayment
Period and the Stated
Principal
Balance of
Mortgage
Loans
purchased
pursuant
to
Section 9.01 in connection with such Distribution Date, if
applicable;
(iii) the principal
portion of all other
unscheduled
collections,
other than
Subsequent
Recoveries,
on
the
Mortgage
Loans
(including,
without
limitation,
Principal Prepayments in Full, Curtailments,
Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) received
during the related Prepayment Period to the extent applied
by the
Master Servicer
as recoveries of principal of the Mortgage
Loans pursuant to
Section 3.14;
(iv)
the lesser of
(a) Subsequent
Recoveries for such
Distribution
Date and
(b) the
principal
portion
of
any
Realized
Losses
allocated
to
any
Class
of
Certificates on a prior Distribution Date and remaining unpaid;
(v)
the
sum
of
(I)
the
lesser
of
(a) the
Excess
Cash
Flow
for
that
Distribution Date (to the extent not used pursuant to
clause (iv) of
this definition
on such
Distribution
Date) and
(b) the
principal
portion of any
Realized
Losses
incurred
(or deemed to have been
incurred) on
any
Mortgage
Loans in the
calendar
month preceding such
Distribution
Date to the extent covered by Excess Cash Flow for
that
Distribution
Date
and (II) any
amount
described
in
Clause
(i) of
Section
4.09(c); and
(vi)
the
sum
of
(I)
the
lesser
of
(a) the
Excess
Cash
Flow
for
such
Distribution
Date (to the
extent
not
used to cover
Realized
Losses
pursuant
to
clause (iv) and
(v) of
this
definition
on
such
Distribution
Date) and
(b) the
Overcollateralization
Increase
Amount
for
such
Distribution
Date
to the
extent
covered by Excess Cash Flow for that
Distribution
Date and (II) any amount described
in Clause (ii) of Section 4.09(c);
minus
(vii) the
amount
of
any
Overcollateralization
Reduction
Amount
for
such
Distribution Date;
(viii)
the
amount
of any
Capitalization
Reimbursement
Amount
for such
Distribution Date; and
(ix)
any Net
Swap
Payments
or
Swap
Termination
Payment
not due to a Swap
Counterparty
Trigger Event due to the Swap
Counterparty to the extent not previously
paid from interest or principal collections on the Mortgage Loans;
provided,
however,
that the Principal
Distribution
Amount on any Distribution Date shall
not be less than zero or greater than the
aggregate
Certificate
Principal
Balance of the
Class A, Class M and Class B Certificates.
Principal
Prepayment:
Any payment of principal or other recovery on a Mortgage Loan,
including a recovery
that takes the form of
Liquidation
Proceeds or
Insurance
Proceeds,
which is received in advance of its scheduled
Due Date and is not
accompanied by an amount
as to interest
representing
scheduled interest on such payment due on any date or dates in
any month or months subsequent to the month of prepayment.
Principal
Prepayment
in Full:
Any Principal
Prepayment
made by a Mortgagor of the
entire principal balance of a Mortgage Loan.
Principal
Remittance
Amount:
With respect to any Distribution
Date, the sum of the
amounts
described in
clauses (b)(i),
(b)(ii) and
(b)(iii) of the definition of Principal
Distribution Amount for that Distribution Date.
Program Guide: The
Residential Funding
Seller Guide for mortgage
collateral sellers
that
participate
in
Residential Funding's
standard
mortgage
programs,
and
Residential Funding's
Servicing
Guide
and
any
other
subservicing
arrangements
which
Residential Funding has arranged to accommodate the servicing of
the Mortgage Loans.
Purchase
Price:
With respect to any Mortgage Loan (or
REO Property) required
to be
or otherwise
purchased on any date pursuant to
Section 2.02,
2.03, 2.04, 4.07 or 4.08, an
amount
equal
to the sum of
(i) (a) if
such
Mortgage
Loan
(or
REO Property) is
being
purchased
pursuant to Sections
2.02,
2.03,
2.04 or 4.07 of this
Agreement,
100% of the
Stated
Principal
Balance
thereof plus the principal
portion of any related
unreimbursed
Advances or (b) if such
Mortgage
Loan (or
REO Property) is
being
purchased
pursuant to
Section 4.08
of this
Agreement,
the greater of (1) 100% of the Stated
Principal
Balance
thereof plus the
principal
portion of any related
unreimbursed
Advances on such Mortgage
Loan (or
REO Property) and
(2) the fair market value thereof plus the principal portion of
any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage
Loan) plus the rate
per annum at which the
Servicing Fee is
calculated,
or (b) in the case of a purchase made
by the Master Servicer,
at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case
of a Modified
Mortgage Loan), in each case on the Stated Principal
Balance thereof to, but
not including,
the first day of the month following the month of purchase from the
Due Date
to which interest was last paid by the Mortgagor.
Qualified
Insurer:
A mortgage
guaranty
insurance
company
duly
qualified as such
under
the laws of the
state of its
principal
place of
business
and each
state
having
jurisdiction
over such
insurer in
connection
with the
insurance
policy
issued by such
insurer,
duly
authorized
and
licensed
in such
states to
transact a mortgage
guaranty
insurance
business in such
states and to write the
insurance
provided
by the
insurance
policy
issued by it,
approved as a FNMA- or
FHLMC-approved
mortgage
insurer or having a
claims
paying
ability
rating
of at
least
"AA" or
equivalent
rating
by a
nationally
recognized
statistical
rating
organization.
Any
replacement
insurer
with respect to a
Mortgage
Loan must have at least as high a claims paying
ability
rating as the insurer it
replaces had on the Closing Date.
Qualified
Substitute
Mortgage
Loan:
A
Mortgage
Loan
substituted
by
Residential Funding
or the Depositor for a Deleted Mortgage Loan which must, on the
date of
such
substitution,
as
confirmed
in an
Officers'
Certificate
delivered to the Trustee,
(i) have an outstanding
principal balance,
after deduction of the principal portion of the
monthly payment due in the month of
substitution
(or in the case of a substitution of more
than one Mortgage
Loan for a Deleted
Mortgage
Loan,
an aggregate
outstanding
principal
balance,
after
such
deduction),
not in excess of the
Stated
Principal
Balance
of the
Deleted
Mortgage Loan (the amount of any shortfall to be deposited by
Residential Funding,
in the Custodial Account in the month of substitution);
(ii) have a Mortgage Rate and a Net
Mortgage
Rate no lower than and not more than 1% per annum
higher than the
Mortgage
Rate
and Net
Mortgage
Rate,
respectively,
of the
Deleted
Mortgage
Loan
as of the
date of
substitution;
(iii) have a
Loan-to-Value
Ratio at the time of substitution no higher than
that of the Deleted
Mortgage Loan at the time of
substitution;
(iv) have a remaining term
to stated
maturity
not
greater
than (and not more than one year less
than) that
of the
Deleted
Mortgage
Loan;
(v) comply
with each
representation
and
warranty
set forth in
Sections 2.03 and 2.04 hereof and
Section 4 of the
Assignment
Agreement;
and (vi) in the
case of the adjustable rate Mortgage
Loans,
(w) have a Mortgage Rate that adjusts with the
same frequency and based upon the same Index as that of the Deleted
Mortgage Loan,
(x) have
a Note Margin not less than that of the Deleted Mortgage Loan;
(y) have a Periodic Rate Cap
that is equal to that of the Deleted
Mortgage Loan; and (z) have a next
Adjustment Date no
later than that of the Deleted Mortgage Loan.
Rating
Agency:
Moody's and
Standard & Poor's.
If any agency or a
successor
is no
longer in existence,
"Rating
Agency" shall be such
statistical
credit rating agency,
or
other comparable Person,
designated by the Depositor,
notice of which designation shall be
given to the Trustee and the Master Servicer.
Realized
Loss:
With respect to each
Mortgage Loan (or
REO Property) as
to which a
Cash Liquidation or
REO Disposition
has occurred,
an amount (not less 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
attributable
to
interest.
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.
Realized
Losses
allocated to the Class SB
Certificates
shall be allocated first to
the REMIC II
Regular Interest SB-IO in reduction of the accrued but unpaid
interest thereon
until such
accrued
and
unpaid
interest
shall have been
reduced to zero and then to the
REMIC II Regular Interest SB-PO in reduction of the Principal
Balance thereof.
Record Date:
With
respect to each
Distribution
Date and the
Class A,
Class M and
Class B
Certificates
which
are
Book-Entry
Certificates,
the close of
business
on the
Business Day prior to such Distribution Date.
With respect to each Distribution
Date and the Certificates
(other than the Class A,
Class M and Class B
Certificates),
the close of business on the last
Business
Day of the
month next preceding the month in which the related Distribution
Date occurs,
except in the
case of the first Record Date, which shall be the Closing Date.
Reference Bank Rate:
As defined in Section 1.02.
Regular Interest:
Any one of the regular interests in the Trust Fund.
Regulation AB: Subpart 229.1100 - Asset Backed
Securities
(Regulation AB), 17 C.F.R.
ss.ss.229.1100-229.1123,
as
such
may be
amended
from
time to
time,
and
subject
to such
clarification
and
interpretation
as have been provided by the
Commission in the adopting
release
(Asset-Backed
Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(January 7,
2005)) or by the staff of the
Commission,
or as may be provided by the
Commission or its staff from time to time.
Relief Act:
The Servicemembers Civil Relief Act, as amended.
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.
As used herein, the term "REMIC" shall mean REMIC I and REMIC II.
REMIC Administrator:
Residential
Funding
Company,
LLC.
If
Residential
Funding
Company,
LLC 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 Supplemental
Interest
Trust
Account
and Swap
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 (exclusive of the
Supplemental
Interest
Trust Account and Swap
Agreement,
each of which is not an asset of
any REMIC),
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 the month of the Cut-off
Date) 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
Policies
pertaining
to the
Mortgage Loans, if any; and (v) all proceeds of clauses (i) through
(iv) above.
REMIC I Regular Interest:
Any of the separate
non-certificated
beneficial ownership
interests in REMIC I
issued
hereunder and
designated as a "regular
interest" in REMIC I.
Each REMIC I Regular
Interest shall accrue interest at the related
Uncertificated
REMIC I
Pass-Through
Rate in effect from time to time,
and shall be entitled to
distributions
of
principal,
subject to the terms and conditions
hereof, in an aggregate amount equal to its
initial
Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
The
designations
for
the
respective
REMIC I
Regular
Interests
are set
forth
in the
Preliminary Statement hereto.
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
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
sum of the
Uncertificated
Principal
Balances of REMIC I Regular
Interests A-1, A-2, A-3,
A-4, M-1, M-2, M-3, M-4, M-5, M-6, M-7, M-8, M-9 and B and the
denominator
of which is the
sum of the
Uncertificated
Principal
Balances of A-1,
A-2,
A-3, A-4, M-1, M-2, M-3, M-4,
M-5, M-6, M-7, M-8, M-9, B and 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-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-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-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 A-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-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 M-9: 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
B: 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
REMIC I
Regular
Interest
ZZ
Uncertificated
Pass-Through
Rate
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 REMIC I
Regular
Interest A-1 through REMIC I Regular Interest B, 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 II:
The segregated pool of assets described in the Preliminary
Statement.
REMIC II
Regular
Interest:
Any "regular
interest" issued by REMIC II the ownership
of
which
is
evidenced
by
a
Class A
Certificate,
a
Class M
Certificate
or
Class B
Certificate or the Class SB Certificate.
REMIC II
Regular
Interest
SB-IO: A separate
non-certificated
regular
interest of
REMIC II
designated as a REMIC II Regular
Interest.
REMIC II Regular Interest SB-IO shall
have no entitlement to principal and shall be entitled to
distributions of interest subject
to the terms and conditions
hereof, in an aggregate amount equal to interest
distributable
with respect to the Class SB Certificate pursuant to the terms and
conditions hereof.
REMIC II
Regular
Interest
SB-PO: A separate
non-certificated
regular
interest of
REMIC II
designated as a REMIC II Regular
Interest.
REMIC II Regular Interest SB-PO shall
have no entitlement to interest and shall be entitled to
distributions of principal
subject
to the terms and conditions hereof, in an aggregate amount equal to
principal
distributable
with respect to the Class SB Certificates pursuant to the terms and
conditions hereof.
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.
REMIC Regular
Interests:
the
REMIC I
Regular
Interests
and
REMIC II
Regular
Interests.
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:
With
respect
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:
With respect 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
or with respect to a Cooperative
Loan, the related
Cooperative
Apartment) 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
Trust Fund
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 form of which
is
attached
as
Exhibit H 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: With respect to any Distribution Date, (a) if
such Distribution Date is prior to the Stepdown Date, 0.75% of the
Cut-off Date Balance,
or
(b) if such
Distribution Date is on or after the Stepdown Date, the greater of
(i) 1.50% of
the then current
aggregate Stated Principal
Balance of the Mortgage Loans as of the end of
the related Due Period and (ii) the
Overcollateralization Floor; provided, however, that if
a Trigger Event is in effect,
the Required
Overcollateralization
Amount shall be equal to
the Required
Overcollateralization
Amount for the immediately preceding Distribution Date.
The
Required
Overcollateralization
Amount
may
be
reduced
from
time
to
time
with
notification to the Rating Agencies.
Residential Funding:
Residential
Funding Company,
LLC, a Delaware limited liability
company,
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
Corporate Trust
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,
in each case with direct
responsibility f
