EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 29, 2005
GMACM Mortgage Loan Trust 2005-AF2
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2005-AF2
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TABLE OF
CONTENTS
PAGE
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ARTICLE I
DEFINITIONS...............................................................2
Section 1.01.
Definitions.......................................................2
Section 1.02. Use of Words and
Phrases.........................................34
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........34
Section 2.01. Conveyance of
Mortgage Loans.....................................34
Section 2.02. Acceptance by
Trustee............................................37
Section 2.03. Representations,
Warranties and Covenants of the Servicer........38
Section 2.04. Representations
and Warranties of the Seller.....................39
Section 2.05. Execution and
Authentication of Certificates.....................40
Section 2.06. Purposes and
Powers of the Trust Fund............................41
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................41
Section 3.01. Servicer to Act
as Servicer......................................41
Section 3.02. Subservicing
Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Seller's
Obligations............42
Section 3.03. Successor
Subservicers...........................................43
Section 3.04. Liability of the
Servicer........................................43
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee
or
Certificateholders............................................43
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Trustee..........................................................43
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial
Account................................................44
Section 3.08. Subservicing
Accounts; Servicing Accounts........................46
Section 3.09. Access to
Certain Documentation and Information Regarding
the Mortgage
Loans...............................................47
Section 3.10.
Permitted
Withdrawals from the Custodial Account.................47
Section 3.11. Maintenance of
the Primary Insurance Policies; Collections
Thereunder.......................................................48
Section 3.12.
Maintenance of Hazard Insurance and Omissions and Fidelity
Coverage.........................................................49
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................50
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................52
Section 3.15. Trustee to
Cooperate; Release of Mortgage Notes..................54
Section 3.16. Servicing and
Other Compensation; Compensating Interest..........56
Section 3.17. Periodic Filings
with the Securities and Exchange
Commission; Additional
Information...............................56
Section 3.18. Annual Statement
as to Compliance................................57
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........57
Section 3.20. Rights of the
Company in Respect of the Servicer.................58
Section 3.21. Administration
of Buydown Funds..................................58
Section 3.22. Advance
Facility.................................................58
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................59
Section 4.01. Payment
Account..................................................59
Section 4.02.
Distributions....................................................60
Section 4.03. Statements to
Certificateholders.................................65
Section 4.04. Distribution of
Reports to the Trustee and the Company;
Advances by the
Servicer.........................................66
Section 4.05. Allocation of
Realized Losses....................................67
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property....68
Section 4.07.
Optional
Purchase of Defaulted Mortgage Loans....................68
ARTICLE V
THE
CERTIFICATES.........................................................69
Section 5.01. The
Certificates.................................................69
Section 5.02. Registration of
Transfer and Exchange of Certificates............70
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates................75
Section 5.04. Persons Deemed
Owners............................................75
Section 5.05. Appointment of
Paying Agent......................................75
Section 5.06. Optional
Purchase of Certificates................................76
ARTICLE VI
THE COMPANY AND THE
SERVICER.............................................77
Section 6.01. Respective
Liabilities of the Company and the Servicer...........77
Section 6.02. Merger or
Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by
Servicer........77
Section 6.03. Limitation on
Liability of the Company, the Servicer and
Others...........................................................78
Section 6.04. Company and
Servicer Not to Resign...............................79
ARTICLE VII
DEFAULT..................................................................79
Section 7.01. Events of
Default................................................79
Section 7.02. Trustee to Act;
Appointment of Successor.........................81
Section 7.03. Notification to
Certificateholders...............................82
Section 7.04. Waiver of Events
of Default......................................82
ARTICLE VIII CONCERNING
THE
TRUSTEE...................................................83
Section 8.01. Duties of
Trustee................................................83
Section 8.02.
Certain Matters Affecting the
Trustee............................84
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans............85
Section 8.04. Trustee May Own
Certificates.....................................86
Section 8.05. Servicer to Pay
Trustee's Fees and Expenses; Indemnification.....86
Section 8.06. Eligibility
Requirements for Trustee.............................86
Section 8.07. Resignation and
Removal of the Trustee...........................87
Section 8.08. Successor
Trustee................................................88
Section 8.09. Merger or
Consolidation of Trustee...............................88
Section 8.10. Appointment of
Co-Trustee or Separate Trustee....................88
Section 8.11. Appointment of
Custodians........................................89
Section 8.12. Appointment of
Office or Agency..................................89
Section 8.13. U.S.A. Patriot
Act...............................................90
ARTICLE IX
TERMINATION..............................................................90
Section 9.01. Termination Upon
Purchase by the Servicer or Liquidation of
All Mortgage
Loans...............................................90
Section 9.02. Additional
Termination Requirements..............................92
ARTICLE X
REMIC
PROVISIONS.........................................................93
Section 10.01. REMIC
Administration.............................................93
Section 10.02. Servicer, REMIC
Administrator and Trustee Indemnification........95
Section 10.03. Designation of
REMIC)............................................96
Section 10.04. Compliance with
Withholding Requirements.........................96
ARTICLE XI
MISCELLANEOUS
PROVISIONS.................................................96
Section 11.01.
Amendment........................................................96
Section 11.02. Recordation of
Agreement; Counterparts...........................98
Section 11.03. Limitation on Rights
of Certificateholders.......................98
Section 11.04. Governing
Law....................................................99
Section 11.05.
Notices..........................................................99
Section 11.06. Required Notices to
Rating Agency and Subservicer...............100
Section 11.07. Severability of
Provisions......................................100
Section 11.08. Supplemental
Provisions for Resecuritization....................101
Section 11.09. Allocation of Voting
Rights.....................................101
Section 11.10.
Non-Petition....................................................101
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EXHIBITS
Exhibit A-1: Form of Class A
Certificate
Exhibit A-2: Form of Class IO
Certificate
Exhibit A-3: Form of Class PO
Certificate
Exhibit B: Form
of Class M Certificate
Exhibit C: Form
of Class B Certificate
Exhibit D: Form
of Class R Certificate
Exhibit E:
Mortgage Loan Schedule
Exhibit F: Form
of Request for Release
Exhibit G-1: Form of Transfer
Affidavit and Agreement
Exhibit G-2: Form of
Transferor Certificate
Exhibit H: Form
of Investor Representation Letter
Exhibit I: Form
of Transferor Representation Letter
Exhibit J: Form
of Rule 144A Investment Representation Letter
Exhibit K: Form
of Lender Certification for Assignment of Mortgage Loan
Exhibit L:
Information to be Included in Remittance Report
Exhibit M: Form
of Custodian Certification
Exhibit N-1 Form of
Form 10-K Certification
Exhibit N-2 Form of
Back-Up Certification to Form 10-K Certificate
Exhibit O:
Schedule of Discount Fractions
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This is the Pooling and Servicing Agreement, dated as of November 29,
2005 (the "Pooling and Servicing
Agreement" or
"Agreement"), among
RESIDENTIAL
ASSET MORTGAGE PRODUCTS, INC., as the company (together with its permitted
successors and assigns, the "Company"),
GMAC MORTGAGE
CORPORATION, as
servicer
(together with its permitted successors and assigns, the "Servicer"), and
DEUTSCHE BANK NATIONAL TRUST COMPANY, a
banking association
organized under the
laws of the United States, as Trustee (together with its permitted
successors
and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage-backed pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in eleven
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
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 subject to this Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal income tax purposes. The Class R
Certificates will represent the sole Class
of "residual
interests" in the REMIC
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 and Month of Final
Scheduled Distribution Date for each Class of Certificates comprising the
interests representing "regular interests" in the REMIC and of the Class R
Certificates. The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii)) for each
Class of REMIC Regular Certificates shall
be the Maturity Date.
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CLASS DESIGNATION
FINAL
FOR THE REMIC REGULAR
AGGREGATE INITIAL
SCHEDULED
INTEREST OF THE
TYPE OF
PASS-THROUGH CLASS PRINCIPAL
DISTRIBUTION
CLASS R CERTIFICATES INTEREST
RATE
BALANCE
FEATURES
DATE
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Class A-1
Regular
6.00%
$262,683,000.00
Senior
December 2035
Class A-2
Regular
6.00%
$8,537,469.00
Senior Support
December 2035
Class PO
Regular
0.00
$5,613,131.49
Senior/Principal Only December 2035
Class IO
Regular
Variable(1)
(1)
Senior/Interest Only December 2035
Class M-1
Regular
6.00%
$9,351,000.00
Subordinate
December 2035
Class M-2
Regular
6.00%
$3,562,000 .00
Subordinate
December 2035
Class M-3
Regular
6.00%
$ 2,375,000.00
Subordinate
December 2035
Class B-1
Regular
6.00%
$1,930,000 .00
Subordinate
December 2035
Class B-2
Regular
6.00%
$1,633,000.00
Subordinate
December 2035
Class B-3
Regular
6.00% $
1,187,901.14
Subordinate
December 2035
Component
II
of the Class R(2)
Residual
6.00% $
100.00
Senior/Residual
December 2035
</TABLE>
---------------
(1) With respect to the Class IO
Certificates and any Distribution Date, a rate
equal to the
weighted average of the Pool Strip Rate of
each Non-Discount
Mortgage Loan weighted on the basis of the respective Stated Principal
Balances of such
Mortgage Loans as of
the day immediately
preceding such
Distribution Date (or,
with respect to the initial Distribution Date, at the
close of business on
the Cut-off Date). The initial pass through rate on the
Class IO Certificates
is approximately 0.53642% per annum.
(2) The Class R Certificates shall be entitled to receive the applicable
Residual Distribution
Amount. The Class R Certificates shall not be entitled
to receive any
distributions of interest or principal.
In consideration of the mutual agreements herein contained, the
Company,
the Servicer and the Trustee agree as
follows:
<PAGE>
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
any Class of Certificates, other than Principal Only Certificates, interest
accrued during the related Interest
Accrual Period at the
related
Pass-Through
Rate on the Certificate Principal Balance or Notional Amount, as applicable,
thereof immediately prior to such Distribution Date. Accrued Certificate
Interest on each Class of Certificates will be calculated on the basis of a
360-day year, consisting of twelve 30-day
months.
With respect to each Distribution Date, Accrued Certificate
Interest on
any Class of Certificates will be reduced
by the amount of:
(i)
Prepayment Interest
Shortfalls
on the Mortgage
Loans prepaid
during the prior
calendar month and, in
the case of a Principal
Prepayment in Full, during the related Prepayment Period (to the
extent not offset by the Servicer with a payment of Compensating
Interest),
(ii)
the interest portion
(adjusted to the Net
Mortgage Rate (or the
Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized Losses on the Mortgage Loans (including
Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses and
Extraordinary Losses)
not allocated solely to one or
more specific Classes of Certificates pursuant to Section 4.05,
(iii) the
interest portion of
Advances that were
made with respect to
delinquencies related to Mortgage Loans or REO Property that
were
ultimately determined
to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses,
and
(iv)
any other interest
shortfalls on the
Mortgage Loans not covered
by the subordination
provided by the Class
M Certificates
and
Class B Certificates,
including interest that is not collectible
from the Mortgagor pursuant to the Relief Act,
with all such reductions allocated among all of the
Certificates in
proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding
sentence that are
allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest
portion (adjusted to the
Net Mortgage Rate) of Realized Losses that
are allocated solely to such Class of
Class B Certificates or such Class of Class M
Certificates pursuant
to Section
4.05.
Advance: As to any
Mortgage Loan,
any advance
made by the
Servicer,
pursuant to Section 4.04.
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities, by contract or otherwise; and the
terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
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 related Determination Date on account of (i) Liquidation
Proceeds, Subsequent Recoveries, Insurance
Proceeds, Curtailments, Mortgage Loan
purchases made pursuant to Section 2.02, 2.04 or 4.07 and Mortgage Loan
substitutions made pursuant to Section 2.04 received or made in the month
of
such Distribution Date (other than such Liquidation Proceeds, Insurance
Proceeds, Subsequent Recoveries and purchases of Mortgage Loans that the
Servicer has deemed to have been received
in the preceding
month in
accordance
with Section 3.07(b)), and Principal Prepayments in Full
received or made after
the related Prepayment Period, and (ii) payments which
represent early receipt
of scheduled payments of principal and interest due on a date or dates
subsequent to the related Due Date.
Appraised Value:
As to any Mortgaged
Property, the lesser of (i) the
appraised value of such Mortgaged
Property based upon
the appraisal made at the
time of the origination of the related
Mortgage Loan, and
(ii) the sales price
of the Mortgaged Property at such time of
origination, except in
the case of a
Mortgaged Property securing a refinanced or modified
Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of
refinancing or
modification,
as the
case may be, provided that if permitted by
the applicable underwriting standards
of GMACM, the Appraised Value shall be the value of the
Mortgaged Property
as
stated by the Mortgagor.
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 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 Payment Account Deposit Date,
(iii) any amount deposited
in the Payment Account on the related
Payment Account
Deposit Date pursuant to
the second paragraph of Section 3.12(a), (iv) any amount deposited in the
Payment Account pursuant to Section 4.07, and (v)
any amount that the Servicer
is not permitted to withdraw from the Custodial Account pursuant to Section
3.16(e), reduced by (b) the sum as of the
close of business on the immediately
preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the
Amount Held for Future Distribution and (y)
amounts permitted to be withdrawn by
the Servicer from the Custodial Account in respect of the Mortgage Loans
pursuant to clauses (ii)-(x), inclusive, of
Section 3.10(a).
Bankruptcy Amount:
As of any date of
determination prior to
the first
anniversary of the Cut-off Date, an amount
equal to the excess,
if any, of (A)
$100,000 over (B) the aggregate amount of
Bankruptcy Losses
allocated solely to
one or more specific Classes of
Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if
any, of:
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding
such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding
such date of
determination)
(for purposes of this definition, the
"Relevant Anniversary") and (b) the greatest of:
(A) the greater of (i) 0.0006 times the aggregate
principal balance
of all the Mortgage Loans in the
Mortgage Pool as of
the Relevant
Anniversary
having a
Loan-to-Value Ratio at
origination which
exceeds 75% and
(ii) $100,000;
(B) (i) if the aggregate principal balance of the
Non-Primary Residence Loans as of the Relevant Anniversary
is less than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Relevant Anniversary, $0.00, or
(ii) if the aggregate principal balance of the Non-Primary
Residence Loans as of the Relevant Anniversary is equal to
or greater than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Relevant Anniversary, the sum of
(I) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than
80.00% but less than or equal to 90.00%, times 0.25%, (II)
the aggregate
principal
balance
of the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than
90.00% but less than or equal to 95.00%, times 0.50%, and
(III) the aggregate
principal balance of
the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than
95.00% times
0.75%, in each case as of the Relevant
Anniversary; and
(C) the greater of (i) the product of (x) an amount equal
to the largest
difference in the related Monthly Payment
for any Non-Primary Residence Loan remaining in the
Mortgage Pool which had an original Loan-to-Value Ratio of
80% or greater that would result if the Net Mortgage Rate
thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant
Anniversary) of the
Net Mortgage Rates of all Outstanding
Mortgage Loans as of the Relevant Anniversary less 1.25%
per annum,
(y) a number
equal to the
weighted average
remaining term to maturity, in months, of all Non-Primary
Residence Loans
remaining in the
Mortgage Pool as of the
Relevant Anniversary, and (z) one plus the quotient of the
number of all Non-Primary Residence Loans remaining in the
Mortgage Pool divided
by the total number of
Outstanding
Mortgage Loans in the
Mortgage Pool as of the Relevant
Anniversary, and (ii) $50,000;
over
(2) the aggregate amount of Bankruptcy Losses allocated solely
to
one or more specific
Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer
(including
accelerating the manner in which such coverage
is reduced) provided
that prior
to any such reduction, the Servicer shall (i) obtain
written confirmation
from
each Rating Agency that such reduction
shall 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 and (ii) provide a copy of such
written
confirmation to the Trustee.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Bankruptcy Loss:
With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Servicer has notified the Trustee
in writing that the
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 Servicer or a Subservicer, in
either case without giving effect to any
Debt Service Reduction.
Book-Entry
Certificate: Any
Certificate registered
in the name of the
Depository or its nominee.
Business Day: Any day
other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in the State of New
York, State of California
or the Commonwealth of Pennsylvania (and
such other state or states in which the
Custodial Account or the Payment
Account are at the
time located) are required
or authorized by law or executive order to
be closed.
Buydown Account: As
defined in Section 3.21(a).
Buydown Funds:
Any amount
contributed
by the seller of a Mortgaged
Property, the Company or other source in
order to enable the Mortgagor to reduce
the payments required to be made from the
Mortgagor's funds in
the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust
Fund prior to
deposit into the Custodial Account or
Payment Account.
Buydown Mortgage Loan:
Any Mortgage Loan as to which a specified amount
of interest is paid out of related
Buydown Funds in
accordance
with a related
buydown agreement.
Buydown Period: As
defined in Section 3.21(b).
Cash Liquidation:
As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO
Acquisition occurred,
a determination
by the
Servicer that it has received all Insurance
Proceeds, Liquidation
Proceeds and
other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable
with respect to such Mortgage Loan.
Certificate: Any Class
A, Class IO, Class PO, Class M, Class B or Class
R Certificate.
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 each Certificate,
other
than the Class IO Certificates,
on any date of
determination,
an amount equal
to:
(i)
the Initial Certificate Principal Balance of such
Certificate as
specified on the face thereof; plus
(ii)
any Subsequent
Recoveries
added to the
Certificate
Principal
Balance of such Certificate pursuant to Section 4.02(c); minus
(iii)
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 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, however, that the Certificate Principal Balance of the Class of
Subordinate Certificates with the Lowest Priority at any given time shall be
calculated to equal the Percentage
Interest evidenced by
such Certificate times
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 all
other Classes of Certificates then
outstanding.
The Class IO
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 purposes hereof and, 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
Company, the 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 bearing the same
designation.
Class A Certificates: Collectively, the Class A-1 and Class A-2
Certificates.
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 hereto as Exhibit A, each such
Certificate
representing
an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions.
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 hereto as Exhibit A, each such
Certificate
representing
an interest
designated as a "regular interest" in the REMIC for purposes of the REMIC
Provisions.
Class B Certificates:
Collectively, the
Class B-1, Class B-2 and Class
B-3 Certificates.
Class B-1 Certificate:
Any one of the Class B-1 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C, each such
Certificate
representing
an
interest designated as a "regular interest" in the REMIC for purposes of
the
REMIC Provisions.
Class B-2 Certificate:
Any one of the Class B-2 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C, each such
Certificate
representing
an
interest designated as a "regular interest" in the REMIC for purposes of
the
REMIC Provisions.
Class B-3 Certificate:
Any one of the Class B-3 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C,
representing an
interest designated as
a
"regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class IO Certificate:
Any one of the Certificates designated as a Class
IO Certificate, executed by the Trustee and
authenticated
by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-2,
each such
Certificate representing an interest
designated as a
"regular interest" in the
REMIC for purposes of the REMIC
Provisions.
Class M Certificates:
Collectively, the
Class M-1, Class M-2 and Class
M-3 Certificates.
Class M-1 Certificate:
Any one of the Class M-1 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit B, each such
Certificate
representing
an
interest designated as a "regular interest" in the REMIC for purposes of
the
REMIC Provisions.
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, each such
Certificate
representing
an
interest designated as a "regular interest" in the REMIC for purposes of
the
REMIC Provisions.
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, each such
Certificate
representing
an
interest designated as a "regular interest" in the REMIC for purposes of
the
REMIC Provisions.
Class PO Certificate:
Any one of the Certificates designated as a Class
PO Certificate, executed by the Trustee and
authenticated
by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A-3,
each such
Certificate representing an interest
designated as a
"regular interest" in the
REMIC for purposes of the REMIC
Provisions.
Class PO Collection
Shortfall: With
respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in clause (a)(iii)(1) of the definition of the
Class PO Principal Distribution Amount over the amount described in clause
(a)(iii)(2) of the definition of the Class
PO Principal Distribution Amount.
Class PO Principal Distribution Amount: On each Distribution Date:
(a) prior to the Credit Support Depletion Date, an amount equal to the
aggregate of:
(i) The related
Discount Fraction of
the principal
portion of
each Monthly
Payment on each Discount Mortgage Loan due during the
related Due Period,
whether or not
received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion
of any related Debt Service Reduction which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(ii) The related
Discount Fraction of
the principal portion
of
all unscheduled
collections
on each Discount Mortgage Loan received
during the
preceding calendar month or, in the case of Principal
Prepayments in Full,
during the related
Prepayment Period
(other than
amounts received
in connection with a Cash Liquidation or REO
Disposition of a
Discount Mortgage Loan described in clause (iii)
below), including
Principal Prepayments in Full, Curtailments and
repurchases (including
deemed repurchases under Section 3.07(b)) of
Discount Mortgage
Loans (or, in the case of a substitution of a Deleted
Mortgage Loan,
the Discount Fraction of the amount of any
shortfall
deposited in
the Custodial Account in connection with such
substitution);
(iii) In connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage
Loan that did not
result in any Excess
Special
Hazard Losses,
Excess
Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses,
an amount equal to the lesser of (1) the
applicable Discount
Fraction of the Stated
Principal Balance of such
Discount Mortgage Loan
immediately prior to
such Distribution Date and
(2) the aggregate amount of the collections on such Mortgage Loan
to the
extent applied as recoveries of principal;
(iv) Any amounts allocable to principal for any previous
Distribution Date
(calculated
pursuant to clauses
(i) through
(iii)
above) that remain undistributed; and
(v) The amount of any
Class PO Collection
Shortfalls
for such
Distribution Date and
the amount of any Class PO Collection Shortfalls
remaining unpaid for
all previous
Distribution Dates,
but only to the
extent of the Eligible Funds for such Distribution Date; and
(b) On or after the Credit Support Depletion Date, an amount equal to
the Discount Fraction of the principal portion of scheduled payments and
unscheduled collections received or advanced in respect of Discount
Mortgage
Loans.
Class Principal Balance: For any Class of REMIC Regular
Interests, the
applicable initial Class Principal Balance
therefor set forth in the Preliminary
Statement hereto, corresponding to the rights of such Class in
payments of
principal due to be passed through to such
Class from principal
payments on the
Mortgage Loans, as reduced from time to
time by (x)
distributions of
principal
to such Class and (y) the portion of Realized Losses allocated to the Class
Principal Balance of such Class pursuant to
the definition of
"Realized Loss"
with respect to a given Distribution Date and as increased by Subsequent
Recoveries allocated in respect
thereof.
Class R Certificate: Any one of the Class R Certificates executed
by the
Trustee and authenticated by the
Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing
ownership of interests
designated as
"residual interests" in the REMIC for
purposes of the REMIC Provisions.
Closing Date: November
29, 2005.
Code: The Internal Revenue Code of 1986,
as amended.
Compensating Interest:
With respect to any Distribution Date, an amount
(but not in excess of the Servicing Fee for such Distribution Date) equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full
during the period from the 16th day
through the last day
of the prior
calendar
month and resulting from Curtailments
during the prior calendar month.
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 1761 East St.
Andrew Place, Santa Ana, California
92705-4934, GMACM Mortgage Pass-Through
Certificates, Series
2005-AF2. For the
purpose of registration, transfer and exchange only, the
Corporate Trust Office
shall be DB Securities Tennessee, 648
Grassmere Park Road, Nashville, Tennessee
37211-3658, Attention: Transfer Unit, or such
other office as designated by the
Trustee.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the
Subordinate Certificates have been reduced
to zero.
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, into
which the amounts set forth in Section
3.07 shall be deposited directly.
Custodial Agreement:
An agreement that may be entered into among
the
Servicer, the Trustee and a Custodian
pursuant to which the Custodian will hold
certain documents relating to the Mortgage
Loans on behalf of the Trustee.
Custodian: A custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date: November
1, 2005.
Cut-off Date Principal
Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior
thereto, whether or not received.
Debt
Service Reduction:
With respect to any
Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code,
except such a reduction
constituting a Deficient Valuation or any reduction that
results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a
court of competent jurisdiction of the
Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any
reduction in
the amount of principal to be paid in
connection
with any scheduled Monthly
Payment that constitutes a permanent
forgiveness of
principal, which
valuation
or reduction results from a proceeding
under the Bankruptcy Code.
Definitive
Certificate: Any
Certificate
other than a Book-Entry
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 last business day
immediately prior to 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 last business day
immediately prior to 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 July 31 would then be
considered
to be 30 to 59
days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the
last business day immediately prior
to the Cut-off Date.
Depository: The
Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Securities Exchange Act of 1934, as
amended.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date:
With respect to any Distribution Date, the 15th day
(or if such 15th day is not a Business Day, the Business Day immediately
following such 15th day) of the month of
the related Distribution Date.
Discount Fraction:
With respect to each
Discount Mortgage
Loan, the
fraction expressed as a percentage,
the numerator of which
is the Discount Net
Mortgage Rate minus the Net Mortgage Rate
(or the initial Net Mortgage Rate with
respect to any Discount Mortgage Loans as
to which the Mortgage Rate is modified
pursuant to 3.07(a)) for such Mortgage Loan
and the denominator of
which is the
Discount Net Mortgage Rate. The Discount
Fraction with respect
to each Discount
Mortgage Loan is set forth as on Exhibit O
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage
Rate (or
the initial Net Mortgage Rate) of less than the Discount
Net Mortgage Rate
per
annum and any Mortgage Loan deemed to be a Discount
Mortgage Loan pursuant to
the definition of Qualified Substitute
Mortgage Loan.
Discount Net Mortgage Rate: 6.00% per annum.
Disqualified
Organization: Any
organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States,
any State or
political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing
(other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign
government, any
international
organization,
or any agency or instrumentality of any of
the foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section
521 of the Code)
which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business
taxable income),
(iv)
rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code, (v) any "electing large
partnership," as
defined in Section 775(a) of
the Code and (vi) 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 the Trust
Fund or any
Person having an
Ownership Interest in any Class of
Certificates
(other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership
Interest in a Class R
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth
in Section 7701
of the Code or successor provisions.
Distribution Date:
The 25th day of any
month beginning in the month
immediately following the month of the initial
issuance of the Certificates or,
if such 25th day is not a Business Day, the
Business Day
immediately
following
such 25th day.
Due Date: With respect to any Distribution Date and any Mortgage Loan,
the day during the related Due Period on
which the Monthly Payment is due.
Due Period: With
respect to each
Distribution
Date and any
Mortgage
Loan, the period commencing on the second
day of the month prior to the month in
which such Distribution Date occurs and
ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account:
An account that is any of the following: (i)
maintained with a federal or state
chartered depository institution the accounts
of which are insured by the FDIC (to the
limits established by the FDIC) and the
short-term debt ratings and the long-term
deposit ratings of
which are rated in
one of the two highest rating categories by
the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state
chartered depository
institution or trust company with trust
powers acting in its fiduciary capacity
subject to regulations regarding fiduciary funds on
deposit similar to Title 12
of the Code of Federal Regulation
Section 9.10(b),
or (iii) in the case
of the
Payment Account, a trust account or accounts
maintained in the
corporate trust
division of the Trustee, or (iv) 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
Payment 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 Funds: On any
Distribution Date, the
portion, if any, of
the
Available Distribution Amount remaining after reduction by the
sum of (i) the
aggregate amount of Accrued Certificate Interest on the related Senior
Certificates, (ii) the related Senior Principal
Distribution Amount (determined
without regard to Section 4.02(a)(iv)(D) hereof), (iii) the Class PO
Principal
Distribution Amount (determined without regard to clause (a)(v) of the
definition thereof), (iv) the aggregate amount of
Accrued Certificate Interest
on the Class M, Class B-1 and Class B-2
Certificates, and (v) the portion of the
payment to the Trustee for any servicing
transfer expenses
reimbursable to
the
Trustees pursuant to Section 7.02(a).
Event of Default: As
defined in Section 7.01.
Excess Bankruptcy
Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof,
that exceeds the then applicable Special
Hazard Amount.
Excess Subordinate
Principal Amount:
With respect to any
Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such
class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such
class or classes of
Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such
class or classes of Certificates on such
Distribution Date as reduced by any amount
calculated pursuant to
clause (a)(v)
of the definition of Class PO Principal
Distribution Amount.
Extraordinary Events:
Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative
Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses
that are of the type
that would be
covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained
pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear
reaction
or nuclear radiation or radioactive
contamination, all
whether controlled or uncontrolled, and whether such
loss be direct or
indirect, proximate or remote or be in whole or in
part caused by,
contributed to or
aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual,
impending
or expected attack:
1.
by any government or sovereign power, de jure or de
facto, or by any
authority maintaining or using
military, naval or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war
employing atomic
fission or
radioactive
force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power
or action taken by
governmental authority
in hindering,
combating or
defending against
such an occurrence, seizure or destruction under
quarantine or
customs regulations, confiscation by order of any
government or
public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses:
Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Fannie Mae: Federal
National Mortgage Association, or Fannie Mae, a
federally chartered and privately owned
corporation organized and existing under
the Federal National Mortgage Association
Charter Act, or any successor thereto.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit
Insurance Corporation or any successor thereto.
Final Distribution
Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later
than the end of
the 90-day liquidation period described in
Section 9.02.
Fitch: Fitch Ratings
or its successor in interest.
Foreclosure Profits:
With respect to any
Distribution Date or
related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid
principal balance of such
Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued
and unpaid interest at
the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day
of the month following
the month in
which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount:
As of any date of
determination
after the Cut-off
Date, an amount equal to: (X) prior to the
third anniversary of the Cut-off Date
an amount equal to 1.00% of the aggregate
outstanding
principal balance of
all
of the Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the third to the
fifth anniversary
of the Cut-off
Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) .050% of the
aggregate
outstanding principal balance of all of the
Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the
aggregate amount of
Fraud Losses
allocated solely to one or more specific
Classes of
Certificates in accordance
with Section 4.05 since the most recent
anniversary
of the Cut-off Date up
to
such date of determination. On and after the fifth
anniversary of the
Cut-off
Date, the Fraud Loss Amount shall be
zero.
The Fraud Loss Amount may be further reduced by the Servicer
(including
accelerating the manner in which such coverage
is reduced) provided
that prior
to any such reduction, the Servicer shall (i) obtain
written confirmation
from
each Rating Agency that such reduction
shall 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 and (ii) provide a copy of such
written
confirmation to the Trustee.
Fraud Losses:
Losses on Mortgage
Loans as to which
there was fraud in
the origination of such Mortgage Loan.
Freddie Mac: Federal Home Loan Mortgage Corporation, or Freddie Mac, a
corporate instrumentality of the United
States created and existing under Title
III of the Emergency Home Finance Act of 1970,
as amended,
or any successor
thereto.
GMACM: GMAC Mortgage
Corporation, a
Pennsylvania
corporation, in
its
capacity as seller of the Mortgage Loans to the Company, and any successor
thereto.
Highest Priority:
As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a),
in the following
order: Class M-1,
Class
M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates.
Independent: When used
with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any
direct financial
interest or any material indirect financial interest in the Company, the
Servicer or the Trustee or in an Affiliate
thereof, and (iii) is not connected
with the Company, the Servicer or the
Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar functions.
Indirect Depository Participant: An institution that is not a
Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the
Depository's clearing system.
Initial Certificate
Principal Balance: With respect to each Class of
Certificates, other than the Class IO
Certificates, the
Certificate
Principal
Balance of such Class of Certificates as of the Cut-off Date, as set forth in
the Preliminary Statement hereto.
Initial Subordinate
Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class
of Subordinate
Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans
as of the
Cut-off Date as follows:
Class M-1: 3.15% Class B-1: 0.65%
Class M-2: 1.20% Class B-2: 0.55%
Class M-3: 0.80% Class B-3: 0.40%
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 Servicer or the Trustee
and
are not applied to the restoration of the
related Mortgaged
Property (or, with
respect to a Cooperative Loan, the related
Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Servicer would follow
in servicing mortgage loans held for its
own account.
Insurer: Any named
insurer under any
Primary Insurance
Policy or any
successor thereto or the named insurer in
any replacement policy.
Interest Accrual
Period: With respect
to any Class of Certificates and
any Distribution Date, the thirty-day period ending on the last day of the
calendar month preceding the month in which
such Distribution Date occurs.
Issuer Exemption: As
defined in Section 5.02(e)(ii).
Junior
Certificateholder: The
Holder of not less than 95% of the
Percentage Interests of the Junior Class of
Certificates.
Junior Class of
Certificates:
The Class of
Subordinate
Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest
Priority.
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.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the 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.
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.
Lower Priority:
As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for
payments pursuant to Section 4.02(a).
Lowest Priority:
As of any date of determination, the Class of
Subordinate Certificates then outstanding with
the latest priority for payments
pursuant to Section 4.02(a), in the
following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1
Certificates.
Maturity Date:
With respect to each Class of Certificates, the
Distribution Date occurring in December
2035.
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.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject
of a
Servicing Modification.
Modified Net Mortgage
Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the
rate per annum by
which the Mortgage Rate on such Mortgage
Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Payment:
With respect to any
Mortgage Loan
(including any REO
Property) and any Due Date, the payment of
principal and interest due thereon in
accordance with the amortization
schedule at the time
applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any
adjustment to such
amortization
schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before
any
Servicing Modification that constitutes a
reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's
Investors Service, Inc., or its successor in interest.
Mortgage: With respect
to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the
mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a
Mortgage Note.
Mortgage File:
(I) with respect to each Mortgage Loan (other than a
Cooperative Loan):
(iv) The original
Mortgage Note,
endorsed without recourse in blank, or
in
the name of the Trustee as trustee, and signed by an authorized
officer
(which endorsement
shall contain either an original signature or a
facsimile signature of
an authorized
officer of GMACM,
and if in the
form of an allonge,
the allonge shall be stapled to the Mortgage Note),
with all intervening endorsements showing a complete chain of title
from
the originator
to GMACM. If the Mortgage Loan was acquired by the
endorser in
a merger, the endorsement must be by "____________,
successor by merger to [name of predecessor]." If the Mortgage
Loan was
acquired or
originated
by the endorser while doing business under
another name, the endorsement must be by "____________ formerly
known as
[previous name]";
(v) The original Mortgage, noting the presence of the MIN of
the Mortgage
Loan, if the Mortgage is registered on the MERS(R) System,
and language
indicating that the
Mortgage Loan is a MOM Loan if the Mortgage Loan is
a MOM Loan, with
evidence of recording
indicated thereon or a
copy of
the Mortgage
certified by the public recording office in which such
Mortgage has been recorded;
(vi) The original of any
guarantee executed in
connection with the
Mortgage
Note, if applicable;
(vii) Any rider or the
original of any modification agreement executed in
connection with the related Mortgage Note or Mortgage, with evidence of
recording if required by applicable law;
(viii) Unless the Mortgage Loan is registered on the MERS(R) System, an
original Assignment
or Assignments of the Mortgage (which may be
included in a blanket assignment or assignments) from GMACM to
"Deutsche
Bank National Trust Company, as Trustee under that certain
Pooling and
Servicing
Agreement dated as of November 29, 2005,
for GMACM Mortgage
Pass-Through
Certificates, Series
2005-AF2" c/o the Servicer at an
address specified by the Servicer, and signed by an authorized
officer,
which assignment
shall be in form and substance acceptable for
recording. If the
Mortgage Loan was acquired by the assignor in a
merger, the
assignment
must be by " ,
successor by merger to [name of
predecessor]." If the
Mortgage Loan was
acquired or originated
by the
assignor while doing business under another name, the assignment
must be
by "_________ formerly known as [previous name]";
(ix) Originals of all
intervening
assignments
of mortgage,
which together
with the Mortgage shows a complete chain of title from the
originator to
GMACM (or to MERS, if
the Mortgage Loan is
registered
on the MERS(R)
System, and which
notes the presence of a MIN), with evidence of
recording thereon,
or a copy of the assignment certified by the
applicable recording office in which such assignment has been
recorded;
(x) The original
mortgagee policy of
title insurance,
including riders and
endorsements thereto,
or if the policy has
not yet been issued,
(i) a
written commitment
or interim binder for title issued by the title
insurance or escrow
company dated as of
the date the Mortgage Loan was
funded, with a
statement by the title insurance company or closing
attorney that the
priority of the lien of the related Mortgage during
the period between the date of the funding of the related
Mortgage Loan
and the date of the related title policy (which title policy shall be
dated the date of recording of the related Mortgage) is insured, or
(ii)
a preliminary title
report issued by a title insurer in anticipation of
issuing a title
insurance policy which
evidences existing liens and
gives a preliminary
opinion as to the
absence of any
encumbrance
on
title to the Mortgaged Property, except liens to be removed on or
before
purchase by the
Mortgagor or which constitute customary exceptions
acceptable to lenders
generally; or other
evidence of title
insurance
acceptable to Fannie Mae or Freddie Mac, in accordance with the Fannie
Mae Seller/Servicer
Guide
or Freddie Mac Seller/Servicer Guide,
respectively;
(xi) A certified true copy
of any power of attorney, if applicable; and
(xii) Originals of any security
agreement, chattel
mortgage or the equivalent
executed in connection with the Mortgage, if any.
and (II) with respect to each Cooperative
Loan:
(xiii) The original Mortgage Note, endorsed without recourse to the order
of
the Trustee
and showing an
unbroken chain of endorsements from the
originator thereof to GMACM;
(xiv) A counterpart of the
Cooperative Lease and the Assignment of Proprietary
Lease to the originator of the Cooperative Loan with intervening
assignments showing an
unbroken chain of title from such originator to
the Trustee;
(xv) The related
Cooperative
Stock Certificate, representing the related
Cooperative Stock
pledged with respect to such Cooperative Loan,
together with an
undated stock power (or other similar instrument)
executed in blank;
(xvi) The original recognition agreement by the Cooperative of
the interests
of the mortgagee with respect to the related Cooperative Loan;
(xvii)
The Security Agreement;
(xviii) Copies of the original UCC
financing statement, and any continuation
statements, filed by
the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest
of the originator
under the Security
Agreement and the
Assignment of
Proprietary Lease;
(xix) Copies of the filed UCC assignments or amendments of the security
interest referenced in
clause (vi) above
showing an unbroken
chain of
title from
the originator to the Trustee, each with evidence of
recording thereof,
evidencing the
interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(xx) An executed assignment
of the interest of the originator in the Security
Agreement, Assignment of Proprietary Lease and the recognition
agreement
referenced in clause (iv) above, showing an unbroken chain of title
from
the originator to the Trustee;
(xxi) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(xxii) A duly completed UCC financing
statement showing GMACM as debtor,
the
Company as
secured party and the Trustee as assignee and a duly
completed UCC financing statement showing the Company as
debtor and the
Trustee as
secured party, each in a form sufficient for filing,
evidencing the interest of such debtors in the Cooperative
Loans.
It is understood that the Mortgage File (other than the Mortgage
Note) may be
retained in microfilm, microfiche, optical storage or
magnetic media in lieu of
hard copy; provided, that with respect to any Mortgage
Loan not registered
on
the MERS(R) System, the original
Assignments
required by (I)(v)
above shall be
retained in the Mortgage File.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit E, as amended
from time to time to
reflect the
addition of
Qualified Substitute Mortgage Loans, which list or lists shall set
forth the
following information as to each Mortgage
Loan:
(b) loan number;
(c) state code;
(d) zip code;
(e) the Loan-to-Value Ratio;
(f) the original principal balance and date
of the Mortgage Note;
(g) the first Due Date;
(h) the type of Mortgaged Property;
(i) the scheduled monthly payment in effect
as of the Cut-off Date;
(j) the principal balance as of the Cut-off
Date;
(k) the Mortgage Rate as of the Cut-off
Date;
(l) the occupancy status;
(m) the purpose of the Mortgage Loan;
(n) the paid-through date of the Mortgage
Loan;
(o) the documentation type; and
(p) the code "Y" under the column
"BUYDOWN,"
indicating that the
Mortgage Loan
is a Buydown Mortgage Loan, if
applicable.
Such schedule
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 Pool:
The pool of mortgage
loans consisting of the Mortgage
Loans.
Mortgage Rate: As to
any Mortgage Loan, the
interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
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: As to each Mortgage Loan, the related Mortgage Rate
minus the Servicing Fee Rate.
Non-Discount Mortgage
Loan: A Mortgage Loan that is not a Discount
Mortgage Loan.
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 Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith
judgment of the Servicer, will not, or,
in the case of a proposed Advance,
would not, be
ultimately recoverable
by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to
Section 4.02(a) hereof. The determination by the Servicer that it has made
a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced
by an Officer's Certificate delivered
to the Company and the Trustee promptly
following such determination.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Notional Amount: With respect to any date of determination and the
Class
IO Certificates, an amount equal to the aggregate
Stated Principal
Balance of
the Non-Discount Mortgage Loans immediately
prior to such date.
Officer's Certificate:
A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant
Vice President, or a
Director or Managing Director, and, if necessary, by the Treasurer, the
Secretary, or one of the Assistant
Treasurer or Assistant
Secretaries
of the
Company or the 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 Servicer, who may be counsel for the Company
or the Servicer,
provided that any opinion of counsel (i) referred to in the definition of
"Disqualified Organization" or (ii) relating to
the qualification of
the REMIC
or compliance with the REMIC Provisions
must, unless otherwise specified, be an
opinion of Independent counsel.
Outstanding Mortgage
Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not
the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such
Due Date pursuant to Section 2.02, 2.04
or 4.07.
Ownership Interest:
As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate:
With respect to the Class A Certificates, Class IO
Certificates, Class M Certificates, Class B Certificates and Class R
Certificates and any Distribution Date, the per annum rates set forth in
the
Preliminary Statement hereto. The Principal Only Certificates have no
Pass-Through Rate and are not entitled to
Accrued Certificate Interest.
Paying Agent: The Trustee or any successor Paying Agent appointed
by the
Trustee.
Payment Account: The separate and segregated account or accounts
created
and maintained pursuant to Section 4.01, which
shall be entitled "Deutsche Bank
National Trust Company, as trustee, in trust for the registered holders of
Residential Asset Mortgage Products, Inc., GMACM Mortgage Pass-Through
Certificates, Series 2005-AF2" and which
must be an Eligible Account.
Payment Account Deposit Date: With respect to any Distribution
Date, the
Business Day prior thereto.
Percentage Interest: With respect to any Certificate (other than a
Class
IO or Class R 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 or
initial Notional
Amount thereof divided by the aggregate
Initial Certificate Principal Balance or
initial Notional Amount of all the
Certificates of the same Class. With respect
to a Class IO Certificate or a Class R Certificate, the interest in
distributions to be made with respect to
such Class evidenced thereby, expressed
as a percentage, as stated on the face of
each such Certificate.
Permitted Investments:
One or more of the following:
(i) obligations
of or guaranteed as to timely payment of
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 short-term debt 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
short-term debt
obligations of such
depository institution
or trust company (or,
if the only Rating Agency
is Standard
& Poor's, in the case of the principal depository
institution in
a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition
thereof have been rated by each
Rating Agency in its
highest short-term rating available; provided, further, that if the
only
Rating Agency
is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt
obligations of such subsidiary are not separately rated, the applicable
rating shall be that of the bank holding company; provided, further,
that if the original
maturity of such short-term debt 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 the 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 shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund,
money market fund, common trust fund or
other pooled
investment
vehicle, the assets of which are
limited to
instruments that
otherwise would constitute Permitted Investments
hereunder and have
been rated by each
Rating Agency in its highest
short-term rating available, including any such fund that is
managed by
the Trustee or any
affiliate of the Trustee or for which the Trustee or
any of its affiliates acts as an adviser; and
(vi) other obligations
or securities that are acceptable to each
Rating Agency as a
Permitted Investment
hereunder and will not
reduce
the rating assigned to
any Class of
Certificates by such Rating Agency
below the lower of the
then-current rating or
the rating assigned
to
such Certificates
as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, 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 rating category available shall mean AAA in the case of
Standard &
Poor's and Fitch, and references herein to the highest short-term rating
category available shall mean A-1+ in the
case of Standard & Poor's.
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 Distribution
Date,
the aggregate of the Stated Principal
Balances of the Mortgage Loans.
Pool Strip Rate: With
respect to each
Mortgage Loan, a per
annum rate
equal to the excess of (a) the Net Mortgage
Rate of such Mortgage
Loan over (b)
the Discount Net Mortgage Rate (but not
less than 0.00% per annum).
Prepayment Assumption:
The prepayment assumption of 100% of the
prepayment speed assumption, used for determining the accrual
of original issue
discount and market discount and premium on
the Certificates for
federal income
tax purposes.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date, each Class of Subordinate
Certificates, under the applicable circumstances
set forth below, the respective percentages
set forth below:
(i) For any Distribution Date prior to the Distribution
Date in
December 2010 (unless the Certificate Principal Balances of the Senior
Certificates (other
than the Principal
Only Certificates) have been
reduced to zero), 0%.
(ii) For any
Distribution Date for
which clause (i) above
does
not apply and on which any Class of Subordinate Certificates are
outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding
with the Highest Priority and each other Class of
Subordinate
Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage,
the
numerator of which is the Certificate Principal Balance of such Class
immediately prior to
such date and the
denominator of which is the sum
of the Certificate
Principal Balances immediately prior to such date of
(1) the Class of
Subordinate
Certificates then
outstanding
with the
Highest Priority and
(2) all other Classes of Subordinate Certificates
for which the
respective Prepayment
Distribution
Triggers have been
satisfied; and
(b) in the
case of each other Class of Subordinate
Certificates for which
the Prepayment
Distribution
Triggers have not
been satisfied, 0%; and
(ii) Notwithstanding
the foregoing,
if the application of the
foregoing percentages
on any Distribution
Date as provided in
Section
4.02 (determined
without regard to the proviso to the
definition
of
"Subordinate
Principal
Distribution
Amount") would
result in a
distribution in
respect of principal of any Class or Classes of
Subordinate
Certificates in
an amount greater than the remaining
Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then:
(a) the Prepayment Distribution Percentage of each
Maturing Class
shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero;
(b) the Prepayment
Distribution
Percentage of
each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated in accordance with the
provisions in
paragraph (ii) above,
as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage
as recalculated, the "Recalculated Percentage"); (c) the total
amount of
the reductions
in the Prepayment Distribution Percentages of the
Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an
aggregate percentage, shall be allocated among the
Non-Maturing Classes
in proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated
to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution
Date, the Prepayment
Distribution
Percentage of
each Non-Maturing
Class shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated
in accordance with the
provisions in
paragraph (ii) above as if the Certificate Principal
Balance of each
Maturing Class had not
been reduced to zero,
plus (2)
the related Adjustment Percentage.
Prepayment
Distribution Trigger:
With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if
the fraction
(expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of such Class
and each Class of Subordinate Certificates
with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is
greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Class and each
Class of Subordinate Certificates with a
Lower Priority than such Class.
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
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 Net Mortgage Rate
(or Modified Net Mortgage
Rate in the case of a Modified Mortgage
Loan)) paid by the Mortgagor during such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the preceding calendar
month, an amount equal to one month's
interest at the 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 and Principal
Prepayment in Full, the period commencing of the 16th day of the
month prior to
that Distribution Date and ending on the 15th day of the
month in which the
Distribution Date occurs.
Primary Insurance
Policy: The policy, if any, of primary mortgage
guaranty insurance related to a Mortgage
Loan.
Principal Only Certificates: The Class PO 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.
Purchase Agreement:
The Mortgage Loan Purchase Agreement, dated as of
the Closing Date, between the Seller and the
Company, as
purchaser,
and all
amendments thereof and supplements
thereto.
Purchase Price:
With respect to any Mortgage
Loan (or REO
Property)
required to be or otherwise purchased on any date pursuant to Section 2.01,
2.02, 2.04, 3.13 or 4.07, an amount equal to
the sum of (i) 100% of the Stated
Principal Balance thereof as of such date,
plus the principal
portion of any
related unreimbursed Advances and (ii) unpaid accrued
interest at the Mortgage
Rate (or Modified Net Mortgage Rate plus the rate per annum at which the
Servicing Fee is calculated in the case of
a Modified Mortgage
Loan) (or at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) in the case of a purchase
made by the
Servicer) on the Stated
Principal Balance thereof to the Due Date in the Due
Period related to the
Distribution Date occurring in the month
following the month of
purchase from
the Due Date to which interest was last paid by the Mortgagor and (iii) in
connection with any Mortgage Loan required
to be repurchased pursuant to Section
7.03 of the Purchase Agreement, any costs
and damages incurred by the Trust Fund
with respect to such Mortgage Loan in connection with a breach of Section 7.02
(h) of the Purchase Agreement.
Qualified Substitute
Mortgage Loan: A
Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which
must, on the date of such substitution,
as confirmed in an Officer's Certificate delivered to the Trustee, with a
copy
to the Custodian,
(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 the Seller
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 made by the Seller
set forth in Section 7.02 of the Purchase Agreement; and
(vi)
have a Pool Strip
Rate equal to or greater than that of the
Deleted Mortgage Loan.
Notwithstanding any other provisions herein, (x) with respect to any
Qualified
Substitute Mortgage Loan substituted for a Deleted Mortgage Loan which was a
Discount Mortgage Loan, such Qualified
Substitute Mortgage
Loan shall be deemed
to be a Discount Mortgage Loan and to have a Discount
Fraction equal to the
Discount Fraction of the Deleted Mortgage Loan and (y) in the event that
the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater
than the Pool Strip
Rate of the related Deleted Mortgage
Loan,
(i) the Pool Strip Rate of such Qualified Substitute Mortgage Loan
shall
be equal to the Pool Strip Rate of the related Deleted Mortgage
Loan for
purposes of
calculating
the Pass-Through Rate on the Class IO
Certificates; and
(ii) the excess of the
Pool Strip
Rate on such
Qualified Substitute
Mortgage Loan as
calculated pursuant to
the definition of
"Pool Strip
Rate" over the Pool
Strip Rate on the
related Deleted
Mortgage Loan
shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch 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
Company, notice of
which designation shall be given to the
Trustee and the Servicer.
Realized Loss: With
respect to each Mortgage Loan (or REO Property):
(a)
as to which a Cash
Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated
Principal
Balance of the Mortgage Loan (or REO Property) as of the date
of
Cash Liquidation or REO Disposition, plus (ii) interest (and
REO
Imputed Interest, if
any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up
to the Due Date in the Due Period related
to the Distribution
Date on which such
Realized Loss will be
allocated pursuant
to Section 4.05 on the Stated Principal
Balance of such
Mortgage Loan (or REO Property) outstanding
during each
Due Period that such interest was not paid or
advanced, minus (iii)
the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at
the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the portion
thereof reimbursable to the Servicer or any
Subservicer with
respect to related
Advances or expenses as to
which the Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed,
(b) which
is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii)
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,
(c) 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, or
(d) which
has become
the object of a Debt
Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss
hereunder so long as the Servicer has
notified the Trustee in writing that the
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 Servicer or a Subservicer,
in either case without
giving effect to
any Debt Service Reduction.
Record Date:
With respect to each Class of Certificates and any
Distribution Date, the last day of the
related Interest Accrual Period.
Regular Certificate:
Any of the
Certificates
other than a Class R
Certificate.
Relief Act: The Servicemembers Civil Relief Act, or similar
legislation
or regulations as in effect from time to
time.
Relief Act
Shortfalls:
Shortfalls
in interest
payable by a
Mortgagor
that is not collectible from the Mortgagor
pursuant to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code. As used herein, the term "the REMIC" or "the
REMICs"
shall mean one or more of the REMICs
created under this Agreement. The REMIC
created hereunder shall include the
segregated pool of assets, with respect to
which a REMIC election is made pursuant to
this Agreement, consisting of:
(a) the
Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(b) all
payments on and
collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or
in the Payment Account
and identified
as
belonging to the Trust Fund,
(c)
property that secured
a Mortgage Loan and that has been acquired
for the benefit of the
Certificateholders by foreclosure or deed
in lieu of foreclosure,
(d) the
hazard insurance policies and Primary Insurance Policies,
if
any, and
(e) all
proceeds of clauses (a) through (d) above.
REMIC
Administrator:
The Trustee;
provided
that
if the REMIC
Administrator is found by a court of
competent jurisdiction to no longer be able
to fulfill its obligations as REMIC Administrator under this Agreement the
Servicer (or the Trustee acting as
successor Servicer) shall appoint a successor
REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Certificate: Any Certificate, other than a Class R
Certificate.
REMIC Regular Interest: Any of the ten certificated beneficial
ownership
interests in REMIC II issued hereunder, and, hereby, designated as a "regular
interest" in the REMIC, as follows: Class A-1, Class A-2, Class IO, Class PO,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates.
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.
Remittance Report:
A report that includes
the information set forth in
Exhibit L hereto.
REO Acquisition:
The acquisition by the Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
Servicer
that it has received all Insurance
Proceeds, Liquidation
Proceeds, REO Proceeds
and other payments and recoveries
(including proceeds of a final sale) which the
Servicer expects to be finally recoverable
from the sale or other disposition of
the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at 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 Servicer
through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for
Release: A request for release, the forms of which are
attached as Exhibit F 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 or the related Subservicing Agreement in respect of such Mortgage
Loan.
Responsible Officer:
When used with respect to the Trustee, any officer
of the Corporate Trust Office of the
Trustee, including any
managing director,
director, any vice president, any assistant vice president, any assistant
secretary, any associate, or any other officer of the Trustee customarily
performing functions similar to those performed by any
of the above designated
officers to whom, with respect to a
particular matter,
such matter is
referred
and having direct responsibility for the
administration of this Agreement.
Schedule of Discount Fractions: The schedule setting forth the
Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit O.
Scheduled Final
Distribution Date: The
Distribution Date
occurring in
December 2035.
Security Agreement:
With respect to a
Cooperative Loan, the
agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: GMACM.
Senior Accelerated
Distribution
Percentage:
With
respect to any
Distribution Date occurring on or prior to the
Distribution
Date in December
2010, 100%. With respect to any
Distribution Date thereafter, as follows:
(i) for any Distribution Date after the 60th Distribution Date
but on or prior to the 72nd Distribution Date, the Senior
Percentage for
such Distribution Date
plus 70% of the Subordinate Percentage for such
Distribution Date;
(ii) for any Distribution Date after the 72nd Distribution Date
but on or prior to the 84th Distribution Date, the Senior
Percentage for
such Distribution Date
plus 60% of the Subordinate Percentage for such
Distribution Date;
(iii) for any Distribution Date after the 84th Distribution
Date
but on or prior to the 96th Distribution Date, the Senior
Percentage for
such Distribution Date
plus 40% of the Subordinate Percentage for such
Distribution Date;
(iv) for any Distribution Date after the 96th Distribution Date
but on or prior to the 108th Distribution Date, the Senior Percentage
for such Distribution
Date plus 20% of the
Subordinate Percentage
for
such Distribution Date; and
(v) for any Distribution Date thereafter, the Senior Percentage
for such Distribution Date;
provided, however,
(i) that any scheduled reduction to the Senior Accelerated
Distribution
Percentage for any described above shall
occur as of any Distribution Date only
if:
(a)(1)(X) the outstanding principal balance of the Mortgage
Loans
delinquent 60 days or
more (including Mortgage Loans which are in
foreclosure, have been
foreclosed
or otherwise liquidated, or with
respect to which the
Mortgagor is in
bankruptcy and any REO
Property)
averaged over the last
six months, as a
percentage
of the aggregate
outstanding
Certificate
Principal
Balance of
the Subordinate
Certificates, is less
than 50% or (Y) the outstanding principal balance
of Mortgage Loans
delinquent 60 days or more (including Mortgage Loans
which are in foreclosure, have been foreclosed or otherwise
liquidated,
or with respect to
which the Mortgagor
is in bankruptcy and any REO
Property) averaged
over the last six
months, as a
percentage
of the
aggregate outstanding
principal balance of
all Mortgage Loans averaged
over the last six months, does not exceed 2% and (2)
Realized Losses on
the Mortgage
Loans to date for such Distribution Date if occurring
during the
sixth, seventh, eighth, ninth or tenth year (or any
year
thereafter) after the
Closing Date are less than 30%, 35%, 40%, 45% or
50%, respectively,
of the sum of the Initial Certificate Principal
Balances of the Subordinate Certificates; or
(b)(1) the
outstanding
principal balance of Mortgage Loans
delinquent 60 days or
more averaged
over the last
six months, as a
percentage of
the aggregate outstanding principal balance of all
Mortgage Loans averaged over the last six months, does not exceed
4% and
(2) Realized Losses on the Mortgage Loans to date for such
Distribution
Date, if occurring
during the sixth,
seventh, eighth,
ninth or tenth
year (or any year thereafter) after the Closing Date are less
than 10%,
15%, 20%, 25% or 30%, respectively, of the sum of the Initial
Certificate Principal Balances of the Subordinate Certificates;
and
(ii) that for any
Distribution Date on
which the Senior
Percentage is
greater than the Senior Percentage as of the Closing Date, the Senior
Accelerated Distribution Percentage for
such Distribution Date shall be 100%.
Notwithstanding
the foregoing, upon the reduction of the
Certificate
Principal Balances of the related Senior
Certificates
(other than the Class
PO
Certificates, if any) to zero, the related Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate:
Any one of the Class A, Class IO, Class PO or Class
R Certificates, executed by the Trustee and
authenticated
by the Certificate
Registrar substantially in the form annexed
hereto as Exhibit A-1, Exhibit A-2,
Exhibit A-3 and Exhibit D respectively.
Senior Percentage:
As of any Distribution
Date, the lesser of (i) 100%
and (ii) a fraction, expressed as a percentage, the numerator of which is the
aggregate Certificate Principal Balance of the Senior
Certificates (other than
the Class PO Certificates) immediately prior to such Distribution Date
and the
denominator of which is the aggregate
Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount
Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution
Date.
Senior Principal
Distribution Amount:
As to any Distribution Date, the
lesser of (a) the balance of the Available
Distribution
Amount remaining
after
the distribution of all amounts required to be distributed pursuant to
4.02(a)(i),(ii) and (iii) and (b) the sum of the amounts required to be
distributed to the Senior Certificateholders on such
Distribution Date pursuant
to Section 4.02(a)(iv).
Servicing Accounts:
The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances:
All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in
connection with a default, delinquency or
other unanticipated event by the Servicer in the
performance of its
servicing
obligations, including, but not limited to, the cost of
(i) the
preservation,
restoration and protection of a Mortgaged Property or, with respect to a
Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or
judicial proceedings, including
foreclosures, including any expenses incurred in
relation to any such proceedings that result from the Mortgage Loan being
registered on the MERS System, (iii) the management and
liquidation of any
REO
Property and (iv) compliance with the obligations under Sections 3.01, 3.08,
3.12(a) and 3.14, including, if the Servicer or any
Affiliate of the
Servicer
provides services such as appraisals and
brokerage services that are customarily
provided by Persons other than servicers of mortgage loans, reasonable
compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution
Date,
the fee payable monthly to the Servicer in respect of
servicing compensation
that accrues at the Servicing Fee Rate.
Servicing Fee Rate:
0.250% per annum.
Servicing
Modification: Any
reduction of the
interest rate on or
the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Servicer, default is reasonably foreseeable,
pursuant to a modification of such Mortgage Loan in accordance with Section
3.07(a).
Servicing Officer:
Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage
Loans whose
name and specimen signature appear on a list of
servicing officers furnished to
the Trustee by the Servicer, as such list
may from time to time be amended.
Special Hazard Amount:
As of any Distribution
Date, an amount equal to
$3,991,823.66 minus the sum of (i) the
aggregate amount of Special Hazard Losses
allocated solely to one or more specific
Classes of
Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date,
the Adjustment
Amount shall be equal to the amount,
if any, by which the
amount calculated
in
accordance with the preceding sentence (without giving effect to the
deduction
of the Adjustment Amount for such
anniversary)
exceeds the greatest
of (A) the
greatest of (i) twice the outstanding
principal balance of
the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding
principal balance of all Mortgage Loans
on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in
any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary, (B) the greater of (i) the product of the
Special Hazard Percentage for such anniversary multiplied by the outstanding
principal balance of all the Mortgage Loans
on the Distribution Date immediately
preceding such anniversary and (ii) twice
the outstanding
principal balance
of
the Mortgage Loan in the Trust Fund which
has the largest outstanding principal
balance on the Distribution Date
immediately preceding such anniversary, and (C)
the greater of (i) the product of 0.50%
multiplied by the outstanding principal
balance of all Mortgage Loans on the
Distribution
Date immediately preceding
such anniversary multiplied by a fraction,
the numerator of which
is equal to
the aggregate outstanding principal balance (as of the immediately
preceding
Distribution Date) of all of the Mortgage
Loans secured by Mortgaged Properties
located in the State of California divided by the aggregate outstanding
principal balance (as of the immediately
preceding Distribution
Date) of all of
the Mortgage Loans, expressed as a percentage,
and the denominator of
which is
equal to 19.15% (which percentage is equal to the
percentage of Mortgage
Loans
initially secured by Mortgaged Properties located in the State of
California)
and (ii) the aggregate outstanding principal balance (as of the immediately
preceding Distribution Date) of the largest
Mortgage Loan secured by a Mortgaged
Property (or, with respect to a Cooperative Loan, the related Cooperative
Apartment) located in the State of
California.
The Special
Hazard Amount may be further reduced by the Servicer
(including accelerating the manner in which
coverage is reduced)
provided that
prior to any such reduction, the Servicer shall (i) obtain
written confirmation
from each Rating Agency that such reduction
shall 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 and (ii) provide a copy of such
written
confirmation to the Trustee.
Special Hazard Loss:
Any Realized Loss not in excess of the cost of the
lesser of repair or replacement
of a Mortgaged
Property (or, with
respect to a
Cooperative Loan, the related Cooperative
Apartment) suffered by
such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained
in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the
portion of such loss
not covered as a result of any coinsurance
provision and (ii) any
Extraordinary
Loss.
Special Hazard
Percentage: As of each
anniversary of the Cut-off Date,
the greater of (i) 1.0% and (ii) the
largest percentage obtained by dividing the
aggregate outstanding principal balance (as of immediately preceding
Distribution Date) of the Mortgage Loans
secured by Mortgaged Properties located
in a single, five-digit zip code area in the State of California by the
outstanding principal balance of all the Mortgage Loans
as of the
immediately
preceding Distribution Date.
Standard & Poor's:
Standard & Poor's,
a division
of The McGraw-Hill
Companies, Inc., or its successor in
interest.
Stated Principal
Balance: With respect
to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off
Date Principal Balance
of the
Mortgage Loan, minus (ii) the sum of (a) the
principal portion of
the Monthly
Payments due with respect to such Mortgage
Loan or REO Property
during each Due
Period ending prior to the most recent
Distribution Date
which were received or
with respect to which an Advance was
made, and (b) all
Principal Prepayments
with respect to such Mortgage Loan or REO
Property, and all
Insurance Proceeds,
Liquidation Proceeds and REO Proceeds,
to the extent applied
by the Servicer as
recoveries of principal in accordance with Section 3.14 with respect to
such
Mortgage Loan or REO Property, in each case which were
distributed pursuant
to
Section 4.02 on any previous Distribution Date, and (c) any Realized Loss
allocated to Certificateholders
with
respect thereto for any previous
Distribution Date.
Subordinate Certificate: Any one of the Class M
Certificates or Class B
Certificates, executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as
Exhibit B and Exhibit C,
respectively.
Subordinate Class Percentage: With respect to any Distribution
Date and
any Class of Subordinate Certificates, a fraction, expressed as a percentage,
the numerator of which is the aggregate
Certificate
Principal Balance of such
Class of Subordinate Certificates immediately prior to such date and the
denominator of which is the aggregate
Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related
Discount
Fraction of each Discount Mortgage Loan) immediately prior
to such Distribution
Date.
Subordinate
Percentage: As of any
Distribution
Date, 100% minus the
Senior Percentage as of such Distribution
Date.
Subordinate
Principal
Distribution
Amount: With
respect to any
Distribution Date and each Class of
Subordinate Certificates, (a) the sum of (i)
the product of (x) the related Subordinate Class Percentage for such Class
and
(y) the aggregate of the amounts
calculated
for such Distribution Date under
clauses (1), (2) and (3) of Section
4.02(a)(v)
(without giving effect to the
Senior Percentage) to the extent not
payable to the Senior
Certificates; (ii)
such Class's pro rata share, based on the
Certificate Principal
Balance of each
Class of Subordinate Certificates then
outstanding, of the principal collections
described in clause (b) of Section
4.02(a)(iv)(B)
(without giving effect to the
Senior Accelerated Distribution Percentage) to the extent such
collections are
not otherwise distributed to the Senior
Certificates; (iii)
the product of (x)
the related Prepayment Distribution Percentage and (y) the aggregate of all
Principal Prepayments in Full received in the related
Prepayment
Period and
Curtailments received in the preceding
calendar month (other than the related
Discount Fraction of such Principal
Prepayments in Full
and Curtailments
with
respect to a Discount Mortgage Loan) to the extent not
payable to the
Senior
Certificates; (iv) if such Class is the Class of
Subordinate
Certificates with
the Highest Priority, any Excess Subordinate Principal Amount for such
Distribution Date to the extent not payable
to the Senior Certificates; and (v)
any amounts described in clauses (i), (ii) and (iii) as determined for any
previous Distribution Date, that remain undistributed to the extent that
such
amounts are not attributable to Realized Losses which have been
allocated to a
Class of Subordinate Certificates with a Lower Priority minus (b)
with respect
to the Class of Subordinate Certificates with the Lowest Priority,
any Excess
Subordinate Principal Amount for such
Distribution Date; provided, however, that
the Subordinate Principal Distribution Amount for any Class of Subordinate
Certificates on any Distribution Date shall in no event exceed the
outstanding
Certificate Principal Balance of such Class
of Certificates immediately prior to
such date.
Subserviced Mortgage
Loan: Any Mortgage Loan that, at the time of
reference thereto, is subject to a
Subservicing Agreement.
Subservicer: Any
Person with whom the Servicer has entered into a
Subservicing Agreement.
Subservicer Advance:
Any delinquent installment of principal and
interest on a Mortgage Loan which is
advanced by the related Subservicer (net of
its Subservicing Fee) pursuant to the
Subservicing Agreement.
Subservicing Account:
An account established by a Subservicer in
accordance with Section 3.08.
Subservicing
Agreement: The written
contract between the
Servicer and
any Subservicer relating to servicing and
administration
of certain
Mortgage
Loans as provided in Section 3.02.
Subservicing Fee: As
to any Mortgage Loan,
the fee payable
monthly to
the related Subservicer, if any.
Subsequent Recoveries:
As of any Distribution Date, amounts received by
the Servicer (net of any related expenses
permitted to be reimbursed pursuant to
Section 3.10) or surplus amounts held by the Servicer to cover estimated
expenses (including, but not limited to, recoveries in respect of the
representations and warranties made by the related Seller pursuant to the
applicable Seller's Agreement and assigned to the
Trustee pursuant to
Section
2.04) specifically related to a Mortgage Loan that was the subject of a Cash
Liquidation or an REO Disposition
prior to the related
Prepayment
Period that
resulted in a Realized Loss.
Tax Returns: The
federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of
REMIC Taxable Income or Net Loss
Allocation, or any successor forms, to be filed
on behalf of the REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other
information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other
governmental
taxing authority under
any
applicable provisions of federal, state or
local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any
Ownership Interest in a Certificate.
Transferee: Any Person
who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor: Any Person
who is disposing
by Transfer of any
Ownership
Interest in a Certificate.
Trust Fund: The
segregated pool of assets consisting of:
(vii)
the Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(viii)
all payments on and
collections in respect of the Mortgage Loans
due
after the Cut-off Date as shall be on deposit in the
Custodial Account or
in the Payment Account
and identified
as
belonging to the Trust Fund,
(ix)
property that secured
a Mortgage Loan and that has been acquired
for the benefit of the
Certificateholders by foreclosure or deed
in lieu of foreclosure,
(x)
the hazard insurance policies and Primary Insurance Policies,
if
any, and
(xi) all
proceeds of clauses (i) through (v) above.
A REMIC election with respect to the Trust Fund.
Uniform Single
Attestation Program
for Mortgage Bankers:
The Uniform
Single Attestation Program for Mortgage Bankers,
as published by the
Mortgage
Bankers Association of America and effective with respect to fiscal
periods
ending on or after December 15, 1995.
Uninsured Cause:
Any cause of damage to
property subject to a Mortgage
such that the complete restoration of such
property is not fully reimbursable by
the hazard insurance policies.
United States Person:
(i) A citizen or
resident of the United
States,
(ii) a corporation, partnership or other entity treated as a corporation
or
partnership for United States federal
income tax purposes
organized in or under
the laws of the United States or any state thereof or the District of
Columbia
(unless, in the case of a partnership,
Treasury regulations
provide otherwise),
provided that, for purposes solely of the restrictions on the transfer of
residual interests, no partnership or other entity
treated as a partnership for
United States federal income tax purposes shall be treated as a United
States
Person unless all persons that own an interest in such partnership either
directly or indirectly through any chain of entities no one of which is a
corporation for United States federal income tax purposes are required
by the
applicable operating agreement to be United
States Persons, (iii)
an estate the
income of which is includible in gross income for United
States tax
purposes,
regardless of its source, or (iv) a trust
if a court within the United States is
able to exercise primary supervision over the administration of the trust and
one or more United States persons have authority to control all substantial
decisions of the trust. Notwithstanding the preceding
sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as United States
persons prior to such date, that elect to
continue to be treated as United
States persons will also be a United States
Person.
Voting Rights:
The portion of the voting rights of all of the
Certificates which is allocated to any
Certificate,
as designated in Section
11.09.
Section 1.02. Use of Words and Phrases.
"Herein," "hereby," "hereunder," `hereof," "hereinbefore,"
"hereinafter"
and other equivalent words refer to the Pooling and
Servicing Agreement as a
whole. All references herein to Articles,
Sections or Subsections shall mean the
corresponding Articles, Sections and Subsections in the Pooling and
Servicing
Agreement. The definition set forth herein include both the singular and
the
plural.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee for the
benefit of the
Certificateholders
without
recourse all the right, title and interest
of the Company in and to the Mortgage
Loans, including all interest and
principal received on
or with respect to the
Mortgage Loans after the Cut-off
Date (other than
payments of
principal and
interest due on the Mortgage Loans on or
before the Cut-off Date). The Company,
the Servicer and the Trustee
agree that it is not
intended that any mortgage
loan be included in the Trust Fund that is either
(i) a High-Cost Home
Loan as
defined in the New Jersey Home Ownership
Act effective November 27, 2003, (ii) a
High-Cost Home Loan as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, (ii) a High-Cost Home Loan as defined in the
Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004
or
(iv) a High-Cost Home Loan as defined in
the Indiana High Cost Home Loan Law Act
effective January 1, 2005.
(b) In connection with such assignment,
and contemporaneously
with the delivery
of this Agreement, the Company does hereby
deliver to, and
deposit with, the
Trustee, or to and with one or mor
