NOMURA ASSET ACCEPTANCE CORPORATION,
Depositor
NOMURA CREDIT & CAPITAL, INC.,
Seller
GMAC MORTGAGE CORPORATION
a Servicer
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
Trustee
--------------------
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2005
----------------------------------------
NOMURA ASSET ACCEPTANCE CORPORATION
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2005-AP1
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01. Defined
Terms...................................................5
Section 1.02. Allocation of Certain Interest
Shortfalls......................55
ARTICLE II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01. Conveyance of Trust
Fund.......................................57
Section 2.02. Acceptance of the Mortgage
Loans...............................58
Section 2.03. Representations, Warranties and
Covenants of GMACM and
the
Seller.....................................................60
Section 2.04. Representations and Warranties of
the Depositor................65
Section 2.05. Delivery of Opinion of Counsel in
Connection with
Substitutions and
Repurchases..................................67
Section 2.06. Issuance of the Group I
Certificates...........................67
Section 2.07. Issuance of the REMIC II Regular
Interests and the
Class R-1
Interest.............................................68
Section 2.08. Conveyance of the REMIC II Regular
Interests; Acceptance of
REMIC III by the
Trustee.......................................68
Section 2.09. Conveyance of the REMIC III
Regular Interests; Acceptance of
REMIC IV by the
Trustee........................................68
Section 2.10. Issuance of Class II-R
Certificates............................69
Section 2.11. Establishment of
Trust.........................................69
ARTICLE III
ADMINISTRATION AND SERVICING OF THE GMACM MORTGAGE LOANS
Section 3.01. GMACM to act as Servicer of the
GMACM Mortgage Loans...........70
Section 3.02. Due-on-Sale Clauses; Assumption
Agreements.....................71
Section 3.03.
Subservicers...................................................73
Section 3.04. Documents, Records and Funds in
Possession of GMACM To Be
Held for
Trustee...............................................73
Section 3.05. Maintenance of Hazard
Insurance................................74
Section 3.06. Presentment of Claims and
Collection of Proceeds...............75
Section 3.07. Maintenance of Insurance
Policies..............................76
Section 3.08.
Reserved.......................................................76
<PAGE>
Section 3.09. Realization Upon Defaulted GMACM
Mortgage Loans;
Determination of
Excess Liquidation Proceeds and Realized
Losses; Repurchases of Certain GMACM Mortgage
Loans............76
Section 3.10. Servicing
Compensation.........................................78
Section 3.11. REO
Property...................................................79
Section 3.12. Liquidation
Reports............................................79
Section 3.13. Annual Certificate as to
Compliance............................79
Section 3.14. Annual Independent Certified
Public Accountants' Servicing
Report.........................................................80
Section 3.15. Books and
Records..............................................81
Section 3.16. The
Trustee....................................................81
Section 3.17. REMIC-Related
Covenants........................................82
Section 3.18. Reimbursement of Costs and
Expenses............................82
Section 3.19. Release of Mortgage
Files......................................82
Section 3.20. Documents, Records and Funds in
Possession of GMACM to be
held for
Trustee...............................................83
Section 3.21. Possession of Certain Insurance
Policies and Documents.........84
Section 3.22. SEC
Filings....................................................84
Section 3.23.
UCC............................................................85
Section 3.24. Optional Purchase of Defaulted
Mortgage Loans..................85
Section 3.25. Enforcing Obligations of the
Servicers.........................86
ARTICLE IV
ACCOUNTS
Section 4.01. Collection of Mortgage Loan
Payments; Custodial Account........87
Section 4.02. Permitted Withdrawals From the
Custodial Accounts..............89
Section 4.03. Reports to
Trustee.............................................91
Section 4.04. Collection of Taxes; Assessments
and Similar Items;
Escrow
Accounts................................................92
Section 4.05. M&T Custodial Accounts and
GreenPoint Custodial Accounts.......92
Section 4.06. Distribution
Accounts..........................................93
Section 4.07. Permitted Withdrawals and
Transfers from the Distribution
Accounts.......................................................95
Section 4.08. Duties of the Credit Risk Manager;
Termination.................96
Section 4.09. Limitation Upon Liability of the
Credit Risk Manager...........97
ARTICLE V
ADVANCES AND DISTRIBUTIONS
Section 5.01. Advances; Advance
Facility.....................................99
Section 5.02. Compensating Interest
Payments................................102
Section 5.03. REMIC
Distributions...........................................103
Section 5.04.
Distributions.................................................103
Section 5.05. Allocation of Group I Realized
Losses.........................108
Section 5.06. Allocation of Group II Realized
Losses........................109
Section 5.07. Monthly Statements to
Certificateholders......................111
Section 5.08. REMIC Designations and REMIC II
Allocations...................114
Section 5.09. REMIC III
Allocations.........................................115
Section 5.10. Class I-P Certificate Account;
Class II-P Certificate
Account.......................................................116
Section 5.11. Net WAC Reserve
Fund..........................................117
-ii-
<PAGE>
ARTICLE VI
THE CERTIFICATES
Section 6.01. The
Certificates..............................................119
Section 6.02. Certificate Register; Registration
of Transfer and
Exchange of
Certificates......................................120
Section 6.03. Mutilated, Destroyed, Lost or
Stolen Certificates.............123
Section 6.04. Persons Deemed
Owners.........................................124
Section 6.05. Access to List of
Certificateholders' Names and Addresses.....124
Section 6.06. Book-Entry
Certificates.......................................124
Section 6.07. Notices to
Depository.........................................125
Section 6.08. Definitive
Certificates.......................................125
Section 6.09. Maintenance of Office or
Agency...............................126
ARTICLE
VII
THE DEPOSITOR AND GMACM
Section 7.01. Liabilities of the Depositor and
GMACM........................127
Section 7.02. Merger or Consolidation of the
Depositor or GMACM.............127
Section 7.03. Indemnification of Depositor and
GMACM........................127
Section 7.04. Limitations on Liability of the
Depositor, GMACM and Others...128
Section 7.05. GMACM Not to
Resign...........................................129
Section 7.06. Termination of GMACM Without
Cause; Appointment of
Special
Servicer..............................................129
ARTICLE VIII
DEFAULT; TERMINATION OF SERVICER
Section 8.01. Servicer
Default..............................................131
Section 8.02. Trustee to Act; Appointment of
Successor......................133
Section 8.03. Notification to
Certificateholders............................134
Section 8.04. Waiver of Servicer
Defaults...................................135
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01. Duties of
Trustee.............................................136
Section 9.02. Certain Matters Affecting the
Trustee.........................137
Section 9.03. Trustee Not Liable for
Certificates or Mortgage Loans.........139
Section 9.04. Trustee May Own
Certificates..................................140
Section 9.05. Trustee's Compensation and
Expenses; Indemnification..........140
Section 9.06. Eligibility Requirements for
Trustee..........................141
Section 9.07.
Insurance.....................................................142
Section 9.08. Resignation and Removal of
Trustee............................142
Section 9.09. Successor
Trustee.............................................142
Section 9.10. Merger or Consolidation of
Trustee............................143
Section 9.11. Appointment of Co-Trustee or
Separate Trustee.................143
Section 9.12. Tax
Matters...................................................144
ARTICLE X
TERMINATION
Section 10.01. Termination upon Liquidation
or Repurchase of all
Mortgage
Loans................................................148
-iii-
<PAGE>
Section 10.02. Final Distribution on the
Certificates........................148
Section 10.03. Additional Termination
Requirements...........................150
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01.
Amendment.....................................................151
Section 11.02. Recordation of Agreement;
Counterparts........................152
Section 11.03. Governing
Law.................................................152
Section 11.04. Intention of
Parties..........................................153
Section 11.05.
Notices.......................................................153
Section 11.06. Severability of
Provisions....................................154
Section 11.07.
Assignment....................................................154
Section 11.08. Limitation on Rights of
Certificateholders....................154
Section 11.09. Certificates Nonassessable
and Fully Paid.....................155
EXHIBITS
Exhibit A-1 Form
of Class I-A-1 Certificates
Exhibit A-2 Form
of Class II-A-[1][2][3][4][5] Certificates
Exhibit A-3 Form
of Class II-A-IO Certificates
Exhibit A-4 Form
of Class I-B-[1][2][3][4][5][6] Certificates
Exhi it A-5 Form
of Class II-M-[1][2][3] Certificates
Exhibit A-5 Form
of Class II-C Certificates
Exhibit A-6 Form
of Class I-P Certificates and Class II-P Certificates
Exhibit A-7 Form
of Class I-R Certificates and Class II-R Certificates
Exhibit A-8 Form
of Class I-X Certificates
Exhibit B
Mortgage Loan Schedule
Exhibit C
Reserved
Exhibit D
Form of Transfer Affidavit
Exhibit E
Form of Transferor Certificate
Exhibit F
Form of Investment Letter (Non-Rule 144A)
Exhibit G
Form of Rule 144A Investment Letter
Exhibit H
Reserved
Exhibit I
DTC Letter of Representations
Exhibit J
Schedule of Mortgage Loans with Lost Notes
Exhibit K
Prepayment Charge Schedule
Exhibit L
Form of Servicer's Certification
Exhibit M
Form of Trustee's Certification
Exhibit N
Appendix E of the Standard & Poor's Glossary For File
Format For LEVELS(R) Version 5.6 Revised
-iv-
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of February 1, 2005,
among
NOMURA ASSET ACCEPTANCE CORPORATION, a
Delaware corporation, as depositor (the
"Depositor"), NOMURA CREDIT & CAPITAL,
INC., a Delaware corporation, as seller
(in such capacity, the "Seller"), GMAC
MORTGAGE CORPORATION, a Pennsylvania
corporation, as a servicer ("GMACM") and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, not in its
individual capacity, but solely as
trustee (the "Trustee").
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby
conveyed to
the Trustee in return for the
Certificates.
REMIC I
-------
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
Group I Mortgage Loans and certain
other related assets as set forth in the
definition of REMIC I subject to this
Agreement as a real estate mortgage
investment conduit (a "REMIC") for federal
income tax purposes, and such segregated
pool of assets will be designated as
"REMIC I." The Class I-R Certificates will
represent the sole class of "residual
interests" in REMIC I for purposes of the
REMIC Provisions (as defined herein)
under federal income tax law. The following
table irrevocably sets forth the
Class designation, Pass-Through Rate and
Initial Certificate Principal Balance
for each Class of Certificates that
represents one or more of the "regular
interests" in REMIC I created
hereunder:
<TABLE>
<CAPTION>
Class
Initial Certificate
Assumed Final
Designation Principal
Balance
Pass-Through Rate
Maturity Date(1)
----------- -------------------
-----------------------------
-----------------
<S>
<C>
<C>
<C>
Class I-A-1 $
121,247,000 Class
I-A-1 Pass-Through Rate February 25,
2035
Class I-B-1 $
4,758,000
Class
I-B-1 Pass-Through Rate February 25,
2035
Class I-B-2 $
2,180,000
Class
I-B-2 Pass-Through Rate February 25,
2035
Class I-B-3 $
1,189,000
Class
I-B-3 Pass-Through Rate February 25,
2035
Class I-B-4 $
1,189,000
Class
I-B-4 Pass-Through Rate February 25,
2035
Class I-B-5 $
925,000 Class
I-B-5 Pass-Through Rate February 25,
2035
Class I-B-6 $
661,446 Class
I-B-6 Pass-Through Rate February 25,
2035
Class I-X
N/A(2)
Class I-X Pass-Through Rate
February 25, 2035
Class I-P
$
100
N/A
February 25, 2035
</TABLE>
-------------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Group I Mortgage Loan with the latest maturity date
has
been designated as the "latest possible maturity date" for each
Class
of Certificates.
(2) The Class
I-X Certificates will accrue interest at the Class I-X
Pass-Through Rate on the Certificate Notional Balance of the Class
I-X
Certificates calculated in accordance with the definition of
"Certificate Notional Balance" herein. The Class I-X Certificates
will
not be entitled to distributions in respect of principal.
-1-
<PAGE>
REMIC II
--------
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
Group II Mortgage Loans and certain
other related assets as set forth in the
definition of REMIC II (and exclusive
of the Cap Contract and the Net WAC Reserve
Fund) subject to this Agreement as a
real estate mortgage investment conduit (a
"REMIC") for federal income tax
purposes, and such segregated pool of
assets will be designated as "REMIC II".
The Class R-1 Interest will be the sole
class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.
The following table irrevocably sets
forth the designation, the Uncertificated
REMIC II Pass-Through Rate, the
Initial Uncertificated Principal Balance
and, for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity
date" for each of the REMIC II Regular
Interests (as defined herein). None of
the REMIC II Regular Interests will be
certificated.
Initial
Uncertificated
Uncertificated
REMIC II
Assumed Final
Designation Principal
Balance Pass-Through
Rate
Maturity Date(1)
-----------
-----------------
-----------------
----------------
LTII-2
$193,360,313.30
Variable(2)
February 25, 2035
LTII-IO-A
$ 5,525,000.00
Variable(2)
February 25, 2035
LTII-IO-B
$ 2,210,000.00
Variable(2)
February 25, 2035
LTII-IO-C
$ 3,314,000.00
Variable(2)
February 25, 2035
LTII-IO-D
$ 3,315,000.00
Variable(2)
February 25, 2035
LTII-IO-E
$ 2,210,000.00
Variable(2)
February 25, 2035
LTII-IO-F
$ 2,210,000.00
Variable(2)
February 25, 2035
LTII-IO-G
$ 3,085,000.00
Variable(2)
February 25, 2035
LTII-IO-H
$ 5,754,000.00
Variable(2)
February 25, 2035
LTII-P
$
100.00
N/A
February 25, 2035
-------------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class
of
Certificates that represents one or more of the "regular interests"
in
REMIC II.
(2) Calculated
in accordance with the definition of "Uncertificated REMIC
II Pass-Through Rate" herein.
REMIC III
---------
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
REMIC II Regular Interests as a
REMIC for federal income tax purposes, and
such segregated pool of assets will
be designated as "REMIC III". The Class R-2
Interest will represent the sole
class of "residual interests" in REMIC III
for purposes of the REMIC Provisions.
The following table irrevocably sets forth
the designation, the Uncertificated
REMIC III Pass-Through Rate, the Initial
Uncertificated Principal Balance and,
for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of
the REMIC III Regular Interests (as
defined herein). None of the REMIC III
Regular Interests will be certificated.
-2-
<PAGE>
Initial
Uncertificated
Uncertificated
REMIC III
Assumed Final
Designation
Principal Balance Pass-Through
Rate
Maturity Date(1)
-----------
-----------------
-----------------
----------------
LTIII-AA
$216,563,547.03
Variable(2)
February
25, 2035
LTIII-IIA1
$
992,940.00
Variable(2)
February 25, 2035
LTIII-IIA2
$
497,720.00
Variable(2)
February 25, 2035
LTIII-IIA3
$
167,550.00
Variable(2)
February 25, 2035
LTIII-IIA4
$
205,780.00
Variable(2)
February 25, 2035
LTIII-IIA5
$
220,980.00
Variable(2)
February 25, 2035
LTIII-IIM1
$
48,610.00
Variable(2)
February 25, 2035
LTIII-IIM2 $ 43,090.00
Variable(2)
February 25, 2035
LTIII-IIM3
$
33,140.00
Variable(2)
February 25, 2035
LTIII-IIZZ
$ 2,209,856.27
Variable(2)
February 25, 2035
LTIII-IO-A
N/A(3)
1.00%(4)
February 25, 2035
LTIII-IO-B
N/A(5)
3.50%(6)
February 25, 2035
LTIII-IIP
$
100.00
Variable(2)
February 25, 2035
-------------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Group II Mortgage Loan with the latest maturity date
has
been designated as the "latest possible maturity date" for each
REMIC
III Regular Interest.
(2) Calculated
in accordance with the definition of "Uncertificated REMIC
III Pass-Through Rate" herein. (3) REMIC III Regular Interest
LTIII-IO-A will not have an Uncertificated Principal Balance, but
will
accrue
interest on its Uncertificated Notional Amount, as defined
herein.
(4) REMIC III
Regular Interest LTIII-IO-A will accrue interest at a rate of
(i) for the first eight Distribution Dates, 1.00% and (ii)
thereafter,
0.00%.
(5) REMIC III
Regular Interest LTIII-IO-B will not have an Uncertificated
Principal Balance, but will accrue interest on its
Uncertificated
Notional Amount, as defined herein.
(6) REMIC III
Regular Interest LTIII-IO-B will accrue interest at a rate of
(i) for the first twenty-four Distribution Dates, 3.50% and
(ii)
thereafter, 0.00%.
REMIC IV
--------
As provided herein, the Trustee will make an election to treat
the
segregated pool of assets consisting of the
REMIC III Regular Interests as a
REMIC for federal income tax purposes, and
such segregated pool of assets will
be designated as "REMIC IV". The Class R-3
Interest will represent the sole
class of "residual interests" in REMIC IV
for purposes of the REMIC Provisions.
The following table irrevocably sets forth
the Class designation, Pass-Through
Rate and Initial Certificate Principal
Balance for each Class of Certificates
that represents one or more of the "regular
interests" in REMIC IV created
hereunder:
<TABLE>
<CAPTION>
Initial
Class
Certificate
Assumed Final
Designation Principal
Balance
Pass-Through Rate
Maturity Date(1)
-----------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
Class II-A-1
$99,294,000.00 Class
II-A-1 Pass-Through Rate February 25, 2035
Class II-A-2
$49,772,000.00 Class
II-A-2 Pass-Through Rate February 25, 2035
Class II-A-3
$16,755,000.00 Class
II-A-3 Pass-Through Rate February 25, 2035
Class II-A-4
$20,578,000.00 Class
II-A-4 Pass-Through Rate February 25, 2035
Class II-A-5
$22,098,000.00 Class
II-A-5 Pass-Through Rate February 25, 2035
Class II-A-IO N/A(2)
Class A-IO Pass-Through Rate February
25, 2035
Class II-M-1 $
4,861,000.00 Class
II-M-1 Pass-Through Rate February 25, 2035
-3-
<PAGE>
<CAPTION>
<S>
<C>
<C>
<C>
Class II-M-2 $
4,309,000.00 Class
II-M-2 Pass-Through Rate February 25, 2035
Class II-M-3 $
3,314,000.00 Class
II-M-3 Pass-Through Rate February 25, 2035
Class II-C $
2,313.30(3)
Class II-C Pass-Through Rate February 25, 2035
Class II-P $
100.00
N/A(4)
February 25, 2035
</TABLE>
-------------------
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity
date for the Group II Mortgage Loan with the latest maturity date
has
been designated as the "latest possible maturity date" for each
Class
of Certificates.
(2) The Class
II-A-IO Certificates will accrue interest at the Class
II-A-IO Pass-Through Rate on the Certificate Notional Balance of
the
Class II-A-IO Certificates calculated in accordance with the
definition
of "Certificate Notional Balance" herein. The Class II-A-IO
Certificates will not be entitled to distributions in respect
of
principal. For federal income tax purposes, the Class II-A-IO
Certificates will not have a Notional Amount, but will be entitled
to
100% of amounts distributed on REMIC II Regular Interest LTIII-IO-A
and
REMIC III Regular Interest LTIII-IO-B.
(3) The Class
II-C Certificates will not accrue interest on their
Certificate Principal Balance, but will accrue interest at the
Class
II-C
Pass-Through Rate on the Certificate Notional Balance of the
Class
II-C Certificates outstanding from time to time which shall equal
the
aggregate of the Uncertificated Principal Balances of the REMIC
III
Regular Interests (other than REMIC III Regular Interest
LTIII-IO-A,
REMIC III Regular Interest LTIII-IO-B and REMIC III Regular
Interest
LTIII-IIP). The Class II-C Certificates will not accrue interest
on
their Certificate Principal Balance.
(4) The Class
II-P Certificates are not entitled to distributions in
respect of interest.
In consideration of the mutual agreements herein contained, the
Depositor, GMACM, the Seller and the
Trustee agree as follows:
-4-
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. DEFINED TERMS.
In addition to those terms defined in Section 1.02, whenever used
in
this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
ACCOUNT: Any of the Distribution Accounts or Custodial
Accounts.
ACCRUAL PERIOD: With respect to the Certificates (other than the
Class
I-P, Class II-A-1, Class II-P, Class I-R
and Class II-R Certificates) and any
Distribution Date, the calendar month
immediately preceding the calendar month
in which such Distribution Date occurs.
With respect to the Class II-A-1
Certificates and any Distribution Date, the
period from and including the 25th
day of the calendar month preceding the
calendar month in which such
Distribution Date occurs (or with respect
to the first Accrual Period, the
Closing Date) to and including the 24th day
of the calendar month in which such
Distribution Date occurs. All calculations
of interest on the Certificates
(other than the Class I-P, Class II-A-1,
Class II-P, Class I-R and Class II-R
Certificates) will be based on a 360-day
year consisting of twelve 30-day
months. All calculations of interest on the
Class II-A-1 Certificates will be
made based on a 360-day year and the actual
number of days elapsed in the
related Accrual Period.
ADJUSTMENT AMOUNT: With respect to each anniversary of the
Cut-off
Date, the amount, if any, by which the
Special Hazard Loss Coverage Amount
(without giving effect to the deduction of
the Adjustment Amount for such
anniversary) exceeds the greatest of (x)
the product of 1% and the Stated
Principal Balance of all the Group I
Mortgage Loans on the Distribution Date
immediately preceding such anniversary, (y)
the outstanding principal balance of
the Group I Mortgage Loans secured by
Mortgaged Properties in the highest
California zip code concentration on the
distribution date immediately preceding
such anniversary, and (z) twice the Stated
Principal Balance of the Group I
Mortgage Loan which has the largest Stated
Principal Balance on the Distribution
Date immediately preceding such
anniversary.
ADVANCE: An advance of delinquent payments of principal or interest
in
respect of a Mortgage Loan required to be
made by GMACM pursuant to Section
5.01, by M&T pursuant to the M&T
Servicing Agreement, by GreenPoint pursuant to
the GreenPoint Servicing Agreement or by
the Trustee in its capacity as
Successor Servicer pursuant to Section
5.01.
ADVANCE FACILITY: As defined in Section 5.01(b)(i).
ADVANCE FACILITY NOTICE: As defined in Section 5.01(b)(ii).
ADVANCE FINANCING PERSON: As defined in Section 5.01(b)(i).
ADVANCE REIMBURSEMENT AMOUNT: As defined in Section
5.01(b)(ii).
-5-
<PAGE>
AGREEMENT: This Pooling and Servicing Agreement and any and all
amendments or supplements hereto made in
accordance with the terms herein.
ALLOCABLE SHARE: With respect to each Class of Group I
Subordinate
Certificates and any Distribution Date, an
amount equal to such Class's pro rata
share (based on the Certificate Principal
Balance of each Class entitled
thereto) of the sum of each of the
components of the definition of Subordinate
Optimal Principal Amount; provided that no
Class of Group I Subordinate
Certificates shall be entitled on any
Distribution Date to receive distributions
pursuant to clauses (ii) and (iii) of the
definition of Subordinate Optimal
Principal Amount unless the Class
Prepayment Distribution Trigger for the
related Class is satisfied for such
Distribution Date.
AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date,
the
aggregate amount held in the related
Servicer's Custodial Account at the close
of business on the immediately preceding
Determination Date on account of (i)
all Scheduled Payments or portions thereof
received in respect of the related
Mortgage Loans due after the related Due
Period and (ii) Principal Prepayments
and Liquidation Proceeds received in
respect of the related Mortgage Loans after
the last day of the related Prepayment
Period.
APPRAISED VALUE: With respect to any Mortgage Loan originated
in
connection with a refinancing, the
appraised value of the Mortgaged Property
based upon the appraisal made at the time
of such refinancing or, with respect
to any other Mortgage Loan, the lesser of
(x) the appraised value of the
Mortgaged Property based upon the appraisal
made by a fee appraiser at the time
of the origination of the Mortgage Loan,
and (y) the sales price of the
Mortgaged Property at the time of such
origination.
AUTHORIZED SERVICER REPRESENTATIVE: Any officer of any Servicer
involved in, or responsible for, the
administration and servicing of the
Mortgage Loans (i) in the case of GMACM,
whose name and facsimile signature
appear on a list of servicing officers
furnished to the Trustee by GMACM on the
Closing Date pursuant to this Agreement, as
such list may from time to time be
amended, (ii) in the case of M&T, as to
which evidence reasonably acceptable to
the Trustee of due authorization by such
party has been furnished from time to
time to the Trustee and (iii) in the case
of GreenPoint, as to which evidence
reasonably acceptable to the Trustee of due
authorization by such party has been
furnished from time to time to the
Trustee.
BANKRUPTCY CODE: Title 11 of the United States Code.
BANKRUPTCY LOSS COVERAGE AMOUNT: With respect to any Distribution
Date,
an amount equal to $150,000 (approximately
0.11% of the aggregate principal
balance of the Group I Mortgage Loans as of
the Cut-off Date), minus the
aggregate amount of previous Deficient
Valuations and Debt Service Reductions.
As of any Distribution Date on or after the
Cross-Over Date, the related
Bankruptcy Loss Coverage Amount will be
zero. The Bankruptcy Loss Coverage
Amount may be further reduced by the
Trustee (including accelerating the manner
in which such coverage is reduced) at the
direction of the Depositor provided
that prior to any such reduction, the
Trustee shall obtain, at the expense of
the Depositor, written confirmation from
each Rating Agency that such reduction
shall not reduce the rating assigned to any
Class of
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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.
BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be
registered in the name of the Depository or
its nominee, the ownership of which
is reflected on the books of the Depository
or on the books of a person
maintaining an account with the Depository
(directly, as a "Depository
Participant", or indirectly, as an indirect
participant in accordance with the
rules of the Depository and as described in
Section 6.06). As of the Closing
Date, each Class of Publicly Offered
Certificates constitutes a Class of
Book-Entry Certificates.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in The
City of New York, New York, the
Commonwealth of Pennsylvania, the State of
Maryland, the State of Minnesota, the
city in which any Corporate Trust Office of
the Trustee is located or the States
in which GMACM's servicing operations are
located are authorized or obligated by
law or executive order to be closed.
CAP CONTRACT: The cap contract between the Trustee and the Cap
Provider, for the benefit of the Holders of
the Class II-A-1 Certificates.
CAP PROVIDER: Nomura Global Financial Products, Inc., or any
successor
thereto.
CERTIFICATE: Any one of the certificates of any Class executed
and
authenticated by the Trustee in
substantially the forms attached hereto as
Exhibits A-1 through A-8.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such
Book-Entry Certificate.
CERTIFICATE NOTIONAL BALANCE: With respect to the Class I-X
Certificates, the aggregate Stated
Principal Balance of the Group I Mortgage
Loans. With respect to the Class II-A-IO
Certificates, the lesser of (a) (i)
$27,623,000 for each Distribution Date from
and including the Distribution Date
in March 2005 to and including the
Distribution Date in August 2005, (ii)
$22,098,000 for each Distribution Date from
and including the Distribution Date
in September 2005 to and including the
Distribution Date in December 2005, (iii)
$19,888,000 for each Distribution Date from
and including the Distribution Date
in January 2006 to and including the
Distribution Date in March 2006, (iv)
$16,574,000 for the Distribution Date in
April 2006 and the Distribution Date in
May 2006, (v) $13,259,000 from and
including the Distribution Date in June 2006
to and including the Distribution Date in
September 2006, (vi) $11,049,000 for
the Distribution Date in October 2006 and
the Distribution Date in November
2006, (vii) $8,839,000 for the Distribution
Date in December 2006 and the
Distribution Date in January 2007 and
(viii) $5,754,000 for the Distribution
Date in February 2007 and (ix) for each
Distribution Date thereafter, $0 and (b)
the aggregate Stated Principal Balance of
the Group II Mortgage Loans. For
United States federal income tax purposes,
the Class II-A-IO Certificates will
not have a Certificate Notional Balance,
but will be entitled to 100% of amounts
distributed on REMIC III Regular Interest
LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B. With respect to the
Class II-C Certificates, immediately
prior to any Distribution Date, the
aggregate of the Uncertificated Principal
Balances of the REMIC III Regular Interests
(other than REMIC III
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Regular Interest LTIII-IO-A, REMIC III
Regular Interest LTII-IO-B and REMIC III
Regular Interest LTII-P).
CERTIFICATE PRINCIPAL BALANCE: With respect to any Group I
Certificate
(other than any Class I-X Certificate or
Class I-R Certificate) and as of any
Distribution Date, the Initial Certificate
Principal Balance of such Certificate
less the sum of (i) all amounts distributed
with respect to such Certificate in
reduction of the Certificate Principal
Balance thereof on previous Distribution
Dates pursuant to Section 5.04(a), and (ii)
any Realized Losses and Subordinate
Certificate Writedown Amounts allocated to
such Certificate on previous
Distribution Dates. References herein to
the Certificate Principal Balance of a
Class of Group I Certificates shall mean
the Certificate Principal Balances of
all Group I Certificates in such Class;
provided, however that the Certificate
Principal Balance of a Certificate will be
adjusted, in reverse order of
priority, on each Distribution Date by the
amount of any Subsequent Recoveries
received during the related Due Period as
provided in Section 5.05(i).
With respect to any Group II Certificate (other than any Class
II-A-IO,
Class II-C or Class II-R Certificate) and
as of any Distribution Date, the
Initial Certificate Principal Balance of
such Certificate plus in the case of
the Group II Mezzanine Certificates, any
Subsequent Recoveries added to the
Certificate Principal Balance of such
Certificate pursuant to Section 5.06(f)
less the sum of (i) all amounts distributed
with respect to such Certificate in
reduction of the Certificate Principal
Balance thereof on previous Distribution
Dates pursuant to Section 5.04(b), and (ii)
with respect to the Group II
Mezzanine Certificates, any reductions in
the Certificate Principal Balance of
such Certificate deemed to have occurred in
connection with the allocations of
Realized Losses with respect to the Group
II Mortgage Loans, if any. References
herein to the Certificate Principal Balance
of a Class of Group II Certificates
shall mean the Certificate Principal
Balances of all Group II Certificates in
such Class.
With respect to the Class II-C Certificates and as of any
Distribution
Date, an amount equal to the excess, if
any, of (i) the then aggregate principal
balance of the Group II Mortgage Loans over
(ii) the then aggregate Certificate
Principal Balance of the Group II Senior
Certificates and the Group II Mezzanine
Certificates.
CERTIFICATE REGISTER: The register maintained pursuant to Section
6.02.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate
is
registered in the Certificate Register
(initially, Cede & Co., as nominee for
the Depository, in the case of any
Book-Entry Certificates).
CLASS: All Certificates bearing the same Class designation as set
forth
in Section 6.01.
CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class
I-A-1
Certificate" on the face thereof, in the
form of Exhibit A-1 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-A-1 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
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CLASS
I-A-1 PASS-THROUGH RATE: With respect to any Distribution Date,
a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-1 CERTIFICATE: Any Certificate designated as a "Class
I-B-1
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-1 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
CLASS I-B-1 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-2 CERTIFICATE: Any Certificate designated as a "Class
I-B-2
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-2 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
CLASS I-B-2 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-3 CERTIFICATE: Any Certificate designated as a "Class
I-B-3
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-3 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
CLASS I-B-3 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-4 CERTIFICATE: Any Certificate designated as a "Class
I-B-4
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-4 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
CLASS I-B-4 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-5 CERTIFICATE: Any Certificate designated as a "Class
I-B-5
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-5 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
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CLASS I-B-5 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-B-6 CERTIFICATE: Any Certificate designated as a "Class
I-B-6
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-B-6 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC I.
CLASS I-B-6 PASS-THROUGH RATE: With respect to any Distribution
Date, a
per annum rate equal to the weighted
average Net Mortgage Rate of the Group I
Mortgage Loans minus 0.01% per annum.
CLASS I-P CERTIFICATE: Any Certificate designated as a "Class
I-P
Certificate" on the face thereof, in the
form of Exhibit A-6 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class I-P Certificates as set forth
herein and evidencing a Regular Interest
in REMIC I.
CLASS I-P CERTIFICATE ACCOUNT: The Eligible Account established
and
maintained by the Trustee pursuant to
Section 5.10.
CLASS I-R CERTIFICATE: Any Certificate designated a "Class I-R
Certificate" on the face thereof, in
substantially the form set forth in Exhibit
A-7 hereto, evidencing the residual
interest in REMIC I.
CLASS I-X CERTIFICATE: Any Certificate designated as a "Class
I-X
Certificate" on the face thereof, in the
form of Exhibit A-8 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class I-X Certificates as set forth
herein and evidencing a Regular Interest
in REMIC I.
CLASS I-X PASS-THROUGH RATE: With respect to any Distribution
Date,
0.01% per annum.
CLASS II-A-1 CERTIFICATE: Any Certificate designated as a "Class
II-A-1
Certificate" on the face thereof, in the
form of Exhibit A-1 hereto,
representing the right to the Percentage
Interest of distributions provided for
the Class II-A-1 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-A-1 PASS-THROUGH RATE: With respect to any Distribution
Date,
One-Month LIBOR plus 0.15% per annum,
subject to a cap equal to the Net WAC Rate
Cap for such Distribution Date.
CLASS II-A-2 CERTIFICATE: Any Certificate designated as a "Class
II-A-2
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-A-2 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
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CLASS II-A-2 PASS-THROUGH RATE: With respect to any Distribution
Date,
4.386% per annum, subject to a cap equal to
the Net WAC Rate Cap for such
Distribution Date.
CLASS II-A-3 CERTIFICATE: Any Certificate designated as a "Class
II-A-3
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-A-3 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-A-3 PASS-THROUGH RATE: With respect to any Distribution
Date,
4.840% per annum, subject to a cap equal to
the Net WAC Rate Cap for such
Distribution Date.
CLASS II-A-4 CERTIFICATE: Any Certificate designated as a "Class
II-A-4
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-A-4 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-A-4 PASS-THROUGH RATE: Shall mean (i) with respect to
any
Distribution Date which occurs on or prior
to the related Optional Termination
Date, 5.546% per annum and (ii) with
respect to each Distribution Date which
occurs thereafter, 6.046% per annum, in
each case, subject to a cap equal to the
Net WAC Rate Cap for such Distribution
Date.
CLASS II-A-5 CERTIFICATE: Any Certificate designated as a "Class
II-A-5
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-A-5 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC III.
CLASS II-A-5 PASS-THROUGH RATE: Shall mean (i) with respect to
any
Distribution Date which occurs on or prior
to the related Optional Termination
Date, 4.855% per annum and (ii) with
respect to each Distribution Date which
occurs thereafter, 5.355% per annum, in
each case, subject to a cap equal to the
Net WAC Rate Cap for such Distribution
Date.
CLASS II-A-5 LOCKOUT PRINCIPAL DISTRIBUTION AMOUNT: With respect to
any
Distribution Date will be an amount equal
to the lesser of (i) the Senior
Principal Distribution Amount for such
Distribution Date and (ii) the Class
II-A-5 Lockout Distribution Percentage for
that Distribution Date multiplied by
the product of (x) a fraction, the
numerator of which is the Certificate
Principal Balance of the Class II-A-5
Certificates and the denominator of which
is the aggregate Certificate Principal
Balance of all of the Group II Senior
Certificates (other than the Class II-A-IO
Certificates), in each case
immediately prior to such Distribution Date
and (y) the Senior Principal
Distribution Amount for such Distribution
Date.
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CLASS II-A-5 LOCKOUT DISTRIBUTION PERCENTAGE: With respect to
each
Distribution Date, the applicable
percentage set forth below:
CLASS II-A-5 LOCKOUT
DISTRIBUTION
DISTRIBUTION DATES
PERCENTAGE
----------------------------------------------------------
--------------------
March 2005 through and including February
2008............
0%
March 2008 through and including February
2010............
45%
March 2010 through and including February
2011............
80%
March 2011 through and including February
2012............
100%
March 2012 and
thereafter.................................
300%
CLASS II-A-IO CERTIFICATE: Any Certificate designated as a
"Class
II-A-IO Certificate" on the face thereof,
in the form of Exhibit A-3 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-A-IO Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-A-IO PASS-THROUGH RATE: Shall mean (i) for the first
eight
Distribution Dates, 4.50% per annum,
subject to a cap equal to the weighted
average of the Net Mortgage Rates on the
Group II Mortgage Loans, (ii) for the
next sixteen Distribution Dates, 3.50% per
annum, subject to a cap equal to the
weighted average of the Net Mortgage Rates
on the Group II Mortgage Loans and
(iii) for any Distribution Date thereafter,
0.00%. For federal income tax
purposes, however, the Class II-A-IO
Certificates will not have a Class II-A-IO
Pass-Through Rate, and the Interest
Distribution Amount for the Class II-A-IO
Certificates and any Distribution Date will
be deemed to be 100% of the amount
distributed on REMIC III Regular Interest
LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B for such Distribution
Date.
CLASS II-C CERTIFICATE: Any Certificate designated as a "Class
II-C
Certificate" on the face thereof, in the
form of Exhibit A-5 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-C Certificates herein and
evidencing a Regular Interest in REMIC
IV.
CLASS II-C DISTRIBUTION AMOUNT: With respect to any Distribution
Date,
the sum of (i) the Excess Cap Payment, (ii)
the Interest Distribution Amount for
the Class II-C Certificates for such
Distribution Date and (iii) any
Overcollateralization Reduction Amount for
such Distribution Date remaining
after payments pursuant to items 1 though 7
of clause THIRD of Section 5.04(b);
provided, however that on and after the
Distribution Date on which the
Certificate Principal Balance of the
Certificates has been reduced to zero, the
Class II-C Distribution Amount shall
include the Overcollateralization Amount.
CLASS II-C PASS-THROUGH RATE: On any Distribution Date, a per
annum
rate equal to the percentage equivalent of
a fraction, the numerator of which is
the sum of the amounts calculated pursuant
to clauses (A) through (J) below, and
the denominator of which is the aggregate
of the Uncertificated Principal
Balances of the REMIC III Regular Interests
(other than REMIC III Regular
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Interest LTIII-IO-A, REMIC III Regular
Interest LTIII-IO-B and REMIC III Regular
Interest LTIII-IIP). For purposes of
calculating the Pass-Through Rate for the
Class II-C Certificates, the numerator is
equal to the sum of the following
components:
(A) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-AA minus the
Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of
REMIC III Regular Interest LTIII-AA;
(B) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA1 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIA1;
(C) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA2 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIA2;
(D) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA3 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIA3;
(E) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA4 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIA4;
(F) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIA5 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-A5;
(G) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM1 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIM1;
(H) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM2 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIM2;
(I) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIM3 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIM3; and
(J) the Uncertificated REMIC III Pass-Through Rate for REMIC
III Regular Interest LTIII-IIZZ minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC III Regular Interest
LTIII-IIZZ.
CLASS II-M-1 CERTIFICATE: Any Certificate designated as a "Class
II-M-1
Certificate" on the face thereof, in the
form of Exhibit A-5 hereto,
representing the right to its
Percentage
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Interest of distributions provided for the
Class II-M-1 Certificates as set
forth herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-M-1 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior
to the related Optional Termination
Date, 5.313% per annum and (ii) with
respect to each Distribution Date which
occurs thereafter, 5.813% per annum, in
each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution
Date.
CLASS II-M-1 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to
the Stepdown Date or on or after the
Stepdown Date if a Trigger Event is in
effect for that Distribution Date, the
Principal Distribution Amount for that
Distribution Date remaining after
distribution of the Senior Principal
Distribution Amount or (ii) on or after the
Stepdown Date if a Trigger Event is not in
effect for that Distribution Date,
the lesser of:
o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class II-M-1 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due
Period (after reduction for Group II Realized Losses incurred
during the related Prepayment Period) and (ii) the sum of (x)
the aggregate Certificate Principal Balance of the Group II
Senior Certificates (other than the Class II-A-IO Certificates
and after taking into account the payment of the Senior
Principal Distribution Amount for such Distribution Date) and
(y) the product of (a) the aggregate Stated Principal Balance
of the Group II Mortgage Loans as of the last day of the
related Due Period (after reduction for Group II Realized
Losses incurred during the related Prepayment Period) and (b)
the sum of 6.90% and the Required Overcollateralization
Percentage.
CLASS II-M-2 CERTIFICATE: Any Certificate designated as a "Class
II-M-2
Certificate" on the face thereof, in the
form of Exhibit A-5 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-M-2 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-M-2 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior
to the related Optional Termination
Date, 5.710% per annum and (ii) with
respect to each Distribution Date which
occurs thereafter, 6.210% per annum, in
each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution
Date.
CLASS II-M-2 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to
the Stepdown Date or on or after the
Stepdown Date if a Trigger Event is in
effect for that Distribution Date, the
Principal Distribution Amount for that
Distribution Date remaining after
distribution of the Senior Principal
Distribution Amount and the Class II-M-1
Principal Distribution Amount or (ii) on or
after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
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o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount and the Class II-M-1 Principal
Distribution Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class II-M-2 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due
Period (after reduction for Group II Realized Losses incurred
during the related Prepayment Period) and (ii) the sum of (x)
the aggregate Certificate Principal Balance of the Group II
Senior Certificates (other than the Class II-A-IO
Certificates) and the Class II-M-1 Certificates (after taking
into account the payment of the Senior Principal Distribution
Amount and the Class II-M-1 Principal Distribution Amount for
such Distribution Date) and (y) the product of (a) the
aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after
reduction for Group II Realized Losses incurred during the
related Prepayment Period) and (b) the sum of 3.00% and the
Required Overcollateralization Percentage.
CLASS II-M-3 CERTIFICATE: Any Certificate designated as a "Class
II-M-3
Certificate" on the face thereof, in the
form of Exhibit A-5 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-M-3 Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-M-3 PASS-THROUGH RATE: Shall mean (i) with respect to
each
Distribution Date which occurs on or prior
to the related Optional Termination
Date, 6.008% per annum and (ii) with
respect to each Distribution Date which
occurs thereafter, 6.508% per annum, in
each case subject to a cap equal to the
Net WAC Rate Cap for such Distribution
Date.
CLASS II-M-3 PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date which occurs (i) prior to
the Stepdown Date or on or after the
Stepdown Date if a Trigger Event is in
effect for that Distribution Date, the
Principal Distribution Amount for that
Distribution Date remaining after
distribution of the Senior Principal
Distribution Amount, the Class II-M-1
Principal Distribution Amount and the Class
II-M-2 Principal Distribution Amount
or (ii) on or after the Stepdown Date if a
Trigger Event is not in effect for
that Distribution Date, the lesser of:
o
the Principal Distribution Amount for that Distribution Date
remaining after distribution of the Senior Principal
Distribution Amount, the Class II-M-1 Principal Distribution
Amount and the Class II-M-2 Principal Distribution Amount; and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Class II-M-3 Certificates immediately prior to
that Distribution Date over (B) the positive difference
between (i) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due
Period (after reduction for Group II Realized Losses incurred
during the related Prepayment Period) and (ii)
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the sum of (x) the aggregate Certificate Principal Balance of
the Senior Certificates (other than the Class II-A-IO
Certificates), the Class II-M-1 Certificates and the Class
II-M-2 Certificates (after taking into account the payment of
the Senior Principal Distribution Amount, the Class II-M-1
Principal Distribution Amount and the Class II-M-2 Principal
Distribution Amount for such Distribution Date) and (y) the
product of (a) the aggregate Stated Principal Balance of the
Group II Mortgage Loans as of the last day of the related Due
Period (after reduction for Group II Realized Losses incurred
during the related Prepayment Period) and (b) the Required
Overcollateralization Percentage.
CLASS II-P CERTIFICATE: Any Certificate designated as a "Class
II-P
Certificate" on the face thereof, in the
form of Exhibit A-6 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class II-P Certificates as set forth
herein and evidencing a Regular
Interest in REMIC IV.
CLASS II-P CERTIFICATE ACCOUNT: The Eligible Account established
and
maintained by the Trustee pursuant to
Section 5.10.
CLASS II-R CERTIFICATE: Any Certificate designated a "Class
II-R
Certificate" on the face thereof, in
substantially the form set forth in Exhibit
A-6 hereto, evidencing the Class R-1
Interest, Class R-2 Interest and Class R-3
Interest.
CLASS PREPAYMENT DISTRIBUTION TRIGGER: With respect to any Class
of
Group I Subordinate Certificates shall be
satisfied on the Distribution Date on
which the fraction (expressed as a
percentage), the numerator of which is the
aggregate Certificate Principal Balance of
such Class and each Class subordinate
to such Class, if any, and the denominator
of which is the aggregate Scheduled
Principal Balance of the Group I Mortgage
Loans as of the related Due Date,
equals or exceeds such percentage
calculated as of the Closing Date.
CLASS R-1 INTEREST: The uncertificated residual interest in REMIC
II.
CLASS R-2 INTEREST: The uncertificated residual interest in REMIC
III.
CLASS R-3 INTEREST: The uncertificated residual interest in REMIC
IV.
CLOSING DATE: February
28, 2005.
CODE: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COMPENSATING INTEREST: An amount to be deposited in the related
Distribution Account by the related
Servicer to offset a Prepayment Interest
Shortfall on a Mortgage Loan subject to
this Agreement; provided, however that
the amount of Compensating Interest
required to be paid in respect of any M&T
Mortgage Loan or GreenPoint Mortgage Loan
shall not exceed the Servicing Fee
payable to M&T or GreenPoint, as
applicable, and the amount of Compensating
Interest required to be paid in respect of
any GMACM Mortgage Loan shall not
exceed one-half of the Servicing Fee
payable to GMACM.
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CORPORATE TRUST OFFICE: The designated office of the Trustee where
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
Agreement for purposes of transfer and
exchange and of presentment and surrender
of the Certificates and for payment thereof
is located at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota
55479, Attention: Nomura Asset
Acceptance Corporation, Alternative Loan
Trust, Series 2005-AP1, and for all
other purposes is located at 9062 Old
Annapolis Road, Columbia, Maryland 21045
Attention: Nomura Asset Acceptance
Corporation, Alternative Loan Trust, Series
2005-AP1 or at such other address as the
Trustee may designate from time to
time.
CORRESPONDING CERTIFICATE: With respect to:
(i) REMIC III
Regular Interest LTIIII-IIA1, the Class
II-A-1 Certificates,
(ii)
REMIC III Regular Interest LTIII-IIA2, the Class
II-A-2 Certificates;
(iii)
REMIC III Regular Interest LTIII-IIA3, the Class
II-A-3 Certificates;
(iv)
REMIC III Regular Interest LTIII-IIA4, the Class
II-A-4 Certificates;
(v) REMIC III
Regular Interest LTIII-IIA5, the Class
II-A-5 Certificates;
(vi)
REMIC III Regular Interest LTIII-IIM1, the Class
II-M-1 Certificates;
(vii)
REMIC III Regular Interest LTIII-IIM2, the Class
II-M-2
Certificates;
(viii) REMIC III
Regular Interest LTIII-IIM3, the Class
II-M-3 Certificates; and
(ix)
REMIC III Regular Interest LTII-IIP, the Class II-P
Certificates.
CREDIT ENHANCEMENT PERCENTAGE: With respect to any Distribution
Date
and any Class of Group II Offered
Certificates, the percentage obtained by
dividing (x) the sum of (i) the aggregate
Certificate Principal Balance of the
Class or Classes of Group II Mezzanine
Certificates subordinate thereto and (ii)
the Overcollateralization Amount by (y) the
aggregate Stated Principal Balance
of the Group II Mortgage Loans, calculated
after taking into account
distributions of principal on the Group II
Mortgage Loans and distribution of
the Principal Distribution Amount to the
holders of the Group II Certificates
then entitled to distributions of principal
on such Distribution Date.
CREDIT RISK MANAGEMENT AGREEMENT: Each agreement between the
Credit
Risk Manager and a Servicer, dated as of
February 28, 2005.
CREDIT RISK MANAGEMENT FEE: As to each Mortgage Loan and any
Distribution Date, an amount equal to
1/12th of the Credit Risk Management Fee
Rate multiplied by the Stated Principal
Balance of such Mortgage Loan as of the
last day of the related Due Period. The
Credit Risk Management Fee shall be
payable to the Credit Risk Manager and/or
the Seller pursuant to Section
4.07(a)(vii) and 4.08(b).
CREDIT RISK MANAGEMENT FEE RATE: 0.015% per annum.
CREDIT RISK MANAGER:
The Murrayhill Company, a Colorado corporation.
CROSS-OVER DATE: The first Distribution Date on which the
aggregate
Certificate Principal Balance of the Group
I Subordinate Certificates has been
reduced to zero (giving effect to all
distributions on such Distribution Date).
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CUSTODIAL ACCOUNT: Each account established and maintained by
GMACM
with respect to receipts on the GMACM
Mortgage Loans and related REO Property in
accordance with Section 4.01, by M&T
with respect to receipts on the M&T
Mortgage Loans and related REO Property in
accordance with the M&T Servicing
Agreement or by GreenPoint with respect to
receipts on the GreenPoint Mortgage
Loans and the related REO Property in
accordance with the GreenPoint Servicing
Agreement.
CUSTODIAL AGREEMENT: The Custodial Agreement dated as of Feburary
1,
2005 among the Custodian, the Servicers and
the Trustee.
CUSTODIAN:
JPMorgan Chase Bank,
N.A., a national banking association.
CUT-OFF DATE: February
1, 2005.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close
of business on the Cut-off Date after
application of all Principal Prepayments
received prior to the Cut-off Date and
scheduled payments of principal due on or
before the Cut-off Date, whether or
not received, but without giving effect to
any installments of principal
received in respect of Due Dates after the
Cut-off Date.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a
proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage
Loan that became final and
non-appealable, except such a reduction
resulting from a Deficient Valuation or
any other 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 such Mortgage Loan, or any
reduction in the amount of principal to be
paid in connection with any Scheduled
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from an order of such
court that is final and non-appealable
in a proceeding under the Bankruptcy
Code.
DEFINITIVE CERTIFICATES: As defined in Section 6.06.
DELETED MORTGAGE LOAN:
A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
DELINQUENT: A Mortgage Loan is "delinquent" if any payment due
thereon
is not made pursuant to the terms of such
Mortgage Loan by the close of business
on the day such payment is scheduled to be
due. A Mortgage Loan is "30 days
delinquent" if such payment has not been
received by the close of business on
the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
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DENOMINATION: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial
Certificate Principal Balance of this
Certificate".
DEPOSITOR:
Nomura Asset Acceptance Corporation, a Delaware corporation,
or its successor in interest.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company ("DTC"), the nominee of which is
Cede & Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. 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.
DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the
Depositor, the Trustee and the initial
Depository, dated as of the Closing Date,
substantially in the form of Exhibit
I.
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
of the month of such Distribution Date or,
if such 15th day is not a Business
Day, the immediately preceding Business
Day.
DISTRIBUTION ACCOUNT: The separate Eligible Accounts created
and
maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee
for the benefit of the Certificateholders
and designated "Wells Fargo Bank,
National Association, in trust for
registered holders of Nomura Asset Acceptance
Corp., Mortgage Pass-Through Certificates,
Series 2005-AP1, Group I
Certificates" and "Wells Fargo Bank,
National Association, in trust for
registered holders of Nomura Asset
Acceptance Corp., Mortgage Pass-Through
Certificates, Series 2005-AP1, Group II
Certificates". Funds in the Distribution
Accounts shall be held in trust for the
related Certificateholders for the uses
and purposes set forth in this
Agreement.
DISTRIBUTION DATE: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if
such 25th day is not a Business Day,
the next succeeding Business Day,
commencing in March 2005.
DUE DATE: As to any Mortgage Loan, the date in each month on which
the
related Scheduled Payment is due, as set
forth in the related Mortgage Note.
DUE PERIOD: For any Distribution Date, (i) with respect to the
GMACM
Mortgage Loans and GreenPoint Mortgage
Loans, the period from the second day of
the calendar month preceding the calendar
month in which such Distribution Date
occurs through the close of business on the
first day of the calendar month in
which such Distribution Date occurs, and
(ii) with respect to the M&T Mortgage
Loans, the calendar month preceding the
calendar month in which such
Distribution Date occurs.
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ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained with
a
federal or state chartered depository
institution or trust company, the
long-term unsecured debt obligations and
short-term unsecured debt obligations
of which are rated by each Rating Agency in
one of its two highest long-term and
its highest short-term rating categories
respectively, at the time any amounts
are held on deposit therein, or (ii) an
account or accounts in a depository
institution or trust company in which such
accounts are insured by the FDIC (to
the limits established by the FDIC) and the
uninsured deposits in which accounts
are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency,
the Certificateholders have a claim
with respect to the funds in such account
or a perfected first priority security
interest against any collateral (which
shall be limited to Permitted
Investments) securing such funds that is
superior to claims of any other
depositors or creditors of the depository
institution or trust company in which
such account is maintained, or (iii) a
segregated, non-interest bearing trust
account or accounts maintained with the
corporate trust department of a federal
or state chartered depository institution
or trust company having capital and
surplus of not less than $50,000,000,
acting in its fiduciary capacity or (iv)
any other account acceptable to the Rating
Agencies as evidenced in writing by
the Rating Agencies. Eligible Accounts may
bear interest, and may include, if
otherwise qualified under this definition,
accounts maintained with the Trustee.
ESCROW ACCOUNT: Shall mean an account maintained by GMACM pursuant
to
Section 4.04. The Escrow Account shall be
an Eligible Account.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA RESTRICTED CERTIFICATE: Each of the Class I-P, Class I-X,
Class
II-C, Class II-P and Residual
Certificates.
EXCESS CAP PAYMENT: With respect to any Distribution Date, the
excess,
if any, of (1) the cap payments made by the
Cap Provider under the Cap Contract
with respect to the Class II-A-1
Certificates over (2) the amount of the unpaid
Net WAC Rate Carryover Amounts attributable
to the Class II-A-1 Certificates for
such Distribution Date.
EXCESS LIQUIDATION PROCEEDS: To the extent not required by law to
be
paid to the related Mortgagor, the excess,
if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the
Stated Principal Balance of such
Mortgage Loan and accrued and unpaid
interest at the related Mortgage Rate
through the last day of the month in which
the Mortgage Loan has been
liquidated.
EXCESS LOSS: A Deficient Valuation, Fraud Loss or Special Hazard
Loss
or any part thereof, occurring after the
Bankruptcy Loss Coverage Amount, Fraud
Loss Coverage Amount or Special Hazard Loss
Coverage Amount, respectively, has
been reduced to zero.
EXEMPTION: Prohibited Transaction Exemption 93-32, as amended from
time
to time.
EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the lesser of (x) the Net Monthly
Excess Cashflow for such Distribution
Date and (y) the Overcollateralization
Increase Amount for such Distribution
Date.
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FANNIE MAE: Fannie Mae (formerly, Federal National Mortgage
Association), or any successor thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FINAL RECOVERY DETERMINATION: With respect to any defaulted
Mortgage
Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased
by the Seller, the Depositor or the
Terminator pursuant to or as contemplated by
Section 2.03(c) or Section 10.01), a
determination made by GMACM pursuant to
this Agreement, or M&T pursuant to the
M&T Servicing Agreement or GreenPoint
pursuant to the GreenPoint Servicing
Agreement that all Insurance Proceeds,
Liquidation Proceeds and other payments or
recoveries which GMACM, M&T or
GreenPoint, as applicable, in its
reasonable good faith judgment, expects to be
finally recoverable in respect thereof have
been so recovered.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement
Act of 1989, as amended.
FRAUD LOSS: A Loss on a Mortgage Loan as to which there was fraud
in
the origination thereof.
FRAUD LOSS COVERAGE AMOUNT: With respect to the period beginning
(i) on
the Closing Date and ending on December 31,
2005, $3,965,000, (ii) on January 1,
2006 and ending on December 31, 2006,
$2,643,000 minus the aggregate amount of
Fraud Losses that would have been allocated
to the Group I Subordinate
Certificates in the absence of the Loss
Allocation Limitation since the Cut Off
Date, (iii) on January 1, 2007 and ending
on December 31, 2009, $1,322,000 minus
the aggregate amount of Fraud Losses that
would have been allocated to the Group
II Subordinate Certificates in the absence
of the Loss Allocation Limitation
since the Cut Off Date and (iv) after the
earlier to occur of January 1, 2010
and the Cross Over Date, $0.
FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any
successor
thereto.
GMACM: GMAC Mortgage Corporation or any successor thereto
appointed
hereunder in connection with the servicing
and administration of the GMACM
Mortgage Loans.
GMACM'S ASSIGNEE: As defined in Section 5.01(b)(ii).
GMACM MORTGAGE LOANS: Shall mean those Mortgage Loans serviced by
GMACM
pursuant to the terms of this
Agreement.
GREENPOINT: GreenPoint Mortgage Funding, Inc., or any successor
thereto
appointed under the GreenPoint Servicing
Agreement.
GREENPOINT ASSIGNMENT AGREEMENT: The Assignment, Assumption and
Recognition Agreement, dated as of February
28, 2005, by and among and the
Seller, GreenPoint and the Depositor
evidencing the assignment of the GreenPoint
Servicing Agreement to the Depositor.
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GREENPOINT MORTGAGE LOANS: Those Mortgage Loans subject to this
Agreement which were purchased by the
Seller and serviced pursuant to the
GreenPoint Servicing Agreement.
GREENPOINT SERVICING AGREEMENT: Shall mean the Master Loan Purchase
and
Servicing Agreement, dated as of March 1,
2003, by and between the Seller and
GreenPoint, as modified by the GreenPoint
Assignment Agreement.
GROUP I AVAILABLE FUNDS: The sum of the Interest Funds and
Principal
Funds with respect to the Group I Mortgage
Loans, exclusive of amounts pursuant
to Section 5.10.
GROUP I CERTIFICATES: The Class I-A-1, Class I-B-1, Class I-B-2,
Class
I-B-3, Class I-B-4, Class I-B-5, Class
I-B-6, Class I-X, Class I-P and Class I-R
Certificates.
GROUP I MORTGAGE LOANS: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
GROUP I NON-OFFERED CERTIFICATES: The Class I-B-4, Class I-B-5
and
Class I-B-6 Certificates.
GROUP I OFFERED CERTIFICATES: The Class I-A-1, Class I-B-1, Class
I-B-2
and Class I-B-3 Certificates.
GROUP I REALIZED LOSS: A Realized Loss with respect to a Group
I
Mortgage Loan.
GROUP I SENIOR CERTIFICATES: The Class I-A-1 Certificates.
GROUP I SUBORDINATE CERTIFICATES: The Class I-B-1, Class I-B-2,
Class
I-B-3, Class I-B-4, Class I-B-5 and Class
I-B-6 Certificates.
GROUP II AVAILABLE DISTRIBUTION AMOUNT: Shall mean the sum of
the
Interest Remittance Amount and Principal
Funds relating to the Group II Mortgage
Loans.
GROUP II CERTIFICATES: The Class II-A-1, Class II-A-2, Class
II-A-3,
Class II-A-4, Class II-A-5, Class II-A-IO,
Class II-M-1, Class II-M-2, Class
II-M-3, Class II-C, Class II-P and Class
II-R Certificates.
GROUP II MEZZAINE CERTIFICATES: The Class II-M-1, Class II-M-2
and
Class II-M-3 Certificates.
GROUP II MORTGAGE LOANS: The Mortgage Loans identified as such on
the
Mortgage Loan Schedule.
GROUP II OFFERED CERTIFICATES: The Class II-A-1, Class II-A-2,
Class
II-A-3, Class II-A-4, Class II-A-5, Class
II-A-IO, Class II-M-1, Class II-M-2
and Class II-M-3 Certificates.
GROUP II PRINCIPAL REMITTANCE AMOUNT: With respect to each
Distribution
Date, is equal to Principal Funds for such
Distribution Date.
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GROUP II REALIZED LOSS: A Realized Loss with respect to a Group
II
Mortgage Loan.
GROUP II SENIOR CERTIFICATES: The Class II-A-1, Class II-A-2,
Class
II-A-3, Class II-A-4, Class II-A-5 and
Class II-A-IO Certificates.
INDEMNIFIED PERSONS: The Trustee, GMACM (including any successor
to
GMACM), the Custodian, the Trust Fund and
their officers, directors, agents and
employees and, with respect to the Trustee,
any separate co-trustee and its
officers, directors, agents and
employees.
INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any
Certificate,
the Certificate Principal Balance of such
Certificate or any predecessor
Certificate on the Closing Date.
INSURANCE POLICY: With respect to any Mortgage Loan included in
the
Trust Fund, any insurance policy, including
all riders and endorsements thereto
in effect with respect to such Mortgage
Loan, including any replacement policy
or policies for any Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Insurance Policy or any
other insurance policy covering a
Mortgage Loan, to the extent such proceeds
are payable to the mortgagee under
the Mortgage, GMACM, M&T, GreenPoint or
the trustee under the deed of trust and
are not applied to the restoration of the
related Mortgaged Property or released
to the Mortgagor in accordance with the
servicing standard set forth in Section
3.01 hereof or pursuant to the M&T
Servicing Agreement or the GreenPoint
Servicing Agreement, as applicable, other
than any amount included in such
Insurance Proceeds in respect of Insured
Expenses.
INSURED EXPENSES: Expenses covered by any Insurance Policy with
respect
to the Mortgage Loans.
INTEREST CARRY FORWARD AMOUNT: With respect to any Class of Group
II
Certificates (other than the Class II-P,
Class II-C and Class II-R Certificates)
and any Distribution Date, the amount, if
any, by which the Interest
Distribution Amount for that Class of
Certificates for the immediately preceding
Distribution Date exceeded the actual
amount distributed on such Class in
respect of interest on the immediately
preceding Distribution Date, together
with any Interest Carry Forward Amount with
respect to such Class remaining
unpaid from the previous Distribution
Date.
INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business
Day
preceding the commencement of each Accrual
Period.
INTEREST DISTRIBUTION AMOUNT: With respect to any Class of Group
II
Certificates (other than the Class II-P
Certificates and Class II-R
Certificates) and any Distribution Date, an
amount equal to the interest accrued
during the related Accrual Period at the
applicable Pass-Through Rate on the
Certificate Principal Balance (or
Certificate Notional Balance) of such
Certificate immediately prior to such
Distribution Date less such Certificate's
share of any Net Interest Shortfall and the
interest portion of any Realized
Losses on the Mortgage Loans allocated to
such Certificate pursuant to Section
1.02. The Interest Distribution Amount with
respect to each
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class of Certificates (other than the Class
II-A-1 Certificates) is calculated
on the basis of a 360-day year consisting
of twelve 30-day months. The Interest
Distribution Amount with respect to the
Class II-A-1 Certificates is calculated
on the basis of a 360-day year and the
actual number of days elapsed in the
related Accrual Period. No Interest
Distribution Amount will be payable with
respect to any Class of Group II
Certificates after the Distribution Date on
which the outstanding Certificate Principal
Balance of such Certificate has been
reduced to zero.
INTEREST FUNDS: With respect to any Distribution Date and the Group
I
Mortgage Loans generally are equal to the
sum, without duplication, of (a) all
scheduled interest during the related Due
Period with respect to the Group I
Mortgage Loans less the Servicing Fee, the
Credit Risk Management Fee and the
fee payable to any provider of lender-paid
mortgage insurance, if any, (b) all
Advances relating to interest with respect
to the Group I Mortgage Loans made on
or prior to the related Remittance Date,
(c) all Compensating Interest with
respect to the Group I Mortgage Loans and
required to be remitted by the related
Servicer pursuant to this Agreement, the
M&T Servicing Agreement or the
GreenPoint Servicing Agreement with respect
to such Distribution Date, (d)
Liquidation Proceeds and Subsequent
Recoveries with respect to the Group I
Mortgage Loans collected during the related
Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent
Recoveries relate to interest), (e) all
amounts relating to interest with respect
to each Mortgage Loan repurchased by
the Seller pursuant to Sections 2.02 and
2.03 and (f) all amounts in respect of
interest paid by the Terminator pursuant to
Section 10.01 to the extent remitted
by the related Servicer to the related
Distribution Account pursuant to this
Agreement, the M&T Servicing Agreement
or the GreenPoint Servicing Agreement
minus (ii) all amounts required to be
reimbursed pursuant to Sections 4.02,
4.04, 4.06, 4.07 and 9.05 or as otherwise
set forth in this Agreement.
INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date,
that
portion of the Group II Available
Distribution Amount for such Distribution Date
generally equal to (i) the sum, without
duplication, of (a) all scheduled
interest during the related Due Period with
respect to the Group II Mortgage
Loans less the Servicing Fee, the Credit
Risk Management Fee and the fee payable
to any provider of lender-paid mortgage
insurance, if any, (b) all Advances
relating to interest with respect to the
Group II Mortgage Loans made on or
prior to the related Remittance Date, (c)
all Compensating Interest with respect
to the Group II Mortgage Loans and required
to be remitted by the related
Servicer pursuant to this Agreement, the
M&T Servicing Agreement or the
GreenPoint Servicing Agreement with respect
to such Distribution Date, (d)
Liquidation Proceeds and Subsequent
Recoveries with respect to the Group II
Mortgage Loans collected during the related
Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent
Recoveries relate to interest), (e) all
amounts relating to interest with respect
to each Mortgage Loan repurchased by
the Seller pursuant to Sections 2.02 and
2.03 and (f) all amounts in respect of
interest paid by the Terminator pursuant to
Section 10.01 to the extent remitted
by the related Servicer to the related
Distribution Account pursuant to this
Agreement, the M&T Servicing Agreement
or the GreenPoint Servicing Agreement
minus (ii) all amounts required to be
reimbursed pursuant to Sections 4.02,
4.04, 4.06, 4.07 and 9.05 or as otherwise
set forth in this Agreement.
INTEREST SHORTFALL: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections
of interest (adjusted to the related
Net Mortgage Rates) on Group I Mortgage
Loans
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resulting from (a) Principal Prepayments in
full received during the related
Prepayment Period, (b) partial Principal
Prepayments received during the related
Prepayment Period to the extent applied
prior to the Due Date in the month of
the Distribution Date and (c) interest
payments on certain of the Group I
Mortgage Loans being limited pursuant to
the provisions of the Relief Act.
LAST SCHEDULED DISTRIBUTION DATE: With respect to the
Certificates
(other than the Class II-A-IO
Certificates), the Distribution Date in February
2035 and with respect to the Class II-A-IO
Certificates, the Distribution Date
in February 2007.
LATEST POSSIBLE MATURITY DATE: The Distribution Date following
the
final scheduled maturity date of the Group
I Mortgage Loan or Group II Mortgage
Loan, as applicable, in the Trust Fund
having the latest scheduled maturity date
as of the Cut-off Date. For purposes of the
Treasury Regulations under Code
section 860A through 860G, the latest
possible maturity date of each regular
interest issued by REMIC I, REMIC II, REMIC
III and REMIC IV shall be the Latest
Possible Maturity Date.
LIBOR BUSINESS DAY: Shall mean a day on which banks are open
for
dealing in foreign currency and exchange in
London.
LIQUIDATED LOAN: With respect to any Distribution Date, a
defaulted
Mortgage Loan that has been liquidated
through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other
realization as provided by applicable
law governing the real property subject to
the related Mortgage and any security
agreements and as to which the related
Servicer has certified in the related
Prepayment Period that it has received all
amounts it expects to receive in
connection with such liquidation.
LIQUIDATION PROCEEDS: Amounts, other than Insurance Proceeds,
received
in connection with the partial or complete
liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure
sale or otherwise, or in connection
with any condemnation or partial release of
a Mortgaged Property and any other
proceeds received with respect to an REO
Property, less the sum of related
unreimbursed Advances, Servicing Fees and
Servicing Advances and all expenses of
liquidation, including property protection
expenses and foreclosure and sale
costs, including court and reasonable
attorneys fees.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage,
the
numerator of which is the original
principal balance of the Mortgage Loan and
the denominator of which is the Appraised
Value of the related Mortgaged
Property.
LOSS ALLOCATION LIMITATION: Means the limitation on reduction of
the
Certificate Principal Balance of any class
of Group I Certificates on any
Distribution Date on account of any Group I
Realized Loss to the extent that the
reduction would have the effect of reducing
the aggregate Certificate Principal
Balance of all of the Group I Certificates
as of that Distribution Date to an
amount less than the aggregate Stated
Principal Balance of the Group I Mortgage
Loans as of the following Distribution
Date, less any Deficient Valuations
occurring before the Bankruptcy Loss
Coverage Amount has been reduced to zero.
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M&T: M&T Mortgage Corporation, or any successor thereto
appointed under
the M&T Servicing Agreement.
M&T ASSIGNMENT AGREEMENT: The Assignment, Assumption and
Recognition
Agreement, dated as of February 28, 2005,
by and among and the Seller, M&T and
the Depositor evidencing the assignment of
the M&T Servicing Agreement to the
Depositor.
M&T MORTGAGE LOANS: Those Mortgage Loans subject to this
Agreement
which were purchased by the Seller from
First National Bank of Nevada and
serviced pursuant to the M&T Servicing
Agreement.
M&T SERVICING AGREEMENT: Shall mean the Servicing Agreement,
dated as
of October 1, 2004, by and between the
Seller and M&T, as modified by the M&T
Assignment Agreement.
MAJORITY CLASS II-C CERTIFICATEHOLDER: The Holder of a 50.01%
or
greater Percentage Interest in the Class
II-C Certificates.
MARKER RATE: With respect to the Class II-C Certificates and
any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular
Interest LTIII-IIA1, REMIC III Regular
Interest LTIII-IIA2, REMIC III Regular
Interest LTIII-IIA3, REMIC III Regular
Interest LTIII-IIA4, REMIC III Regular
Interest LTIII-A5, REMIC III Regular
Interest LTIII-IIM1, REMIC III Regular
Interest LTIII-IIM2, REMIC III Regular
Interest LTIII-IIM3 and REMIC III Regular
Interest LTIII-IIZZ, with the rate on REMIC
III Regular Interest LTIII-IIA1
subject to a cap equal to the lesser of (x)
One-Month LIBOR plus 0.15% per annum
and (y) the Net WAC Rate Cap for the
purpose of this calculation; with the rate
on REMIC III Regular Interest LTIII-IIA2
subject to a cap equal to the lesser of
(x) 4.386% per annum and (y) the Net WAC
Rate Cap for the purpose of this
calculation; with the rate on REMIC III
Regular Interest LTIII-IIA3 subject to a
cap equal to the lesser of (x) 4.840% per
annum and (y) the Net WAC Rate Cap for
the purpose of this calculation; with the
rate on REMIC III Regular Interest
LTIII-IIA4 subject to a cap equal to the
lesser of (A) in the case of any
Distribution Date up to and including the
related Optional Termination Date, the
lesser of (x) 5.546% per annum and (y) the
Net WAC Rate Cap and (B) in the case
of any Distribution Date after the related
Optional Termination Date, the lesser
of (x) 6.046% per annum and (y) the Net WAC
Rate Cap for the purpose of this
calculation; with the rate on REMIC III
Regular Interest LTIII-IIA5 subject to a
cap equal to (A) in the case of any
Distribution Date up to and including the
related Optional Termination Date, the
lesser of (x) 4.855% per annum and (y)
the Net WAC Rate Cap and (B) in the case of
any
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Distribution Date after the related
Optional Termination Date, the lesser of (x)
5.355% per annum and (y) the Net WAC Rate
Cap for the purpose of this
calculation; with the rate on REMIC III
Regular Interest LTIII-IIM1 subject to a
cap equal to (A) in the case of any
Distribution Date up to and including the
related Optional Termination Date, the
lesser of (x) 5.313% per annum and (y)
the Net WAC Rate Cap and (B) in the case of
any Distribution Date after the
related Optional Termination Date, the
lesser of (x) 5.813% per annum and (y)
the Net WAC Rate Cap for the purpose of
this calculation; with the rate on REMIC
III Regular Interest LTIII-M2 subject to a
cap equal to (A) in the case of any
Distribution Date up to and including the
related Optional Termination Date, the
lesser of (x) 5.710% per annum and (y) the
Net WAC Rate Cap and (B) in the case
of any Distribution Date after the related
Optional Termination Date, the lesser
of (x) 6.210% per annum and (y) the Net WAC
Rate Cap for the purpose of this
calculation; with the rate on REMIC III
Regular Interest LTIII-M3 subject to a
cap equal to (A) in the case of any
Distribution Date up to and including the
related Optional Termination Date, the
lesser of (x) 6.008% per annum and (y)
the Net WAC Rate Cap and (B) in the case of
any Distribution Date after the
related Optional Termination Date, the
lesser of (x) 6.508% per annum and (y)
the Net WAC Rate Cap for the purpose of
this calculation; and with the rate on
REMIC III Regular Interest LTIII-IIZZ
subject to a cap of zero for the purpose
of this calculation; provided, however,
that for this purpose, the calculation
of the Uncertificated REMIC III
Pass-Through Rate and the related cap with
respect to REMIC III Regular Interest
LTIII-IIA1 shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Accrual
Period and the denominator of which is
30.
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.
MOM LOAN: Any Mortgage Loan as to which MERS is 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 STATEMENT: The statement delivered to the
Certificateholders
pursuant to Section 5.06.
MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.
MORTGAGE: The mortgage, deed of trust or other instrument creating
a
first lien on or first priority ownership
interest in an estate in fee simple in
real property securing a Mortgage Note.
MORTGAGE FILE: The Mortgage Loan Documents pertaining to a
particular
Mortgage Loan.
MORTGAGE LOAN DOCUMENTS: As defined in Section 2.01.
MORTGAGE LOANS: Such of the Mortgage Loans transferred and assigned
to
the Trustee pursuant to the provisions
hereof, as from time to time are held as
a part of the Trust Fund (including any REO
Property), the mortgage loans so
held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure
or other acquisition of title of the
related Mortgaged Property.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement
dated as of February 28, 2005, between the
Seller, as seller and the Depositor,
as purchaser.
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MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth
in
Section 10.01, to be paid in connection
with the purchase of the Group I
Mortgage Loans or Group II Mortgage Loans,
as applicable, pursuant to Section
10.01.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time
to
time amended by the related Servicer to
reflect the deletion of Deleted Mortgage
Loans and the addition of Replacement
Mortgage Loans pursuant to the provisions
of this Agreement, the M&T Servicing
Agreement or the GreenPoint Servicing
Agreement, as applicable) transferred to
the Trustee as part of the Trust Fund
and from time to time subject to this
Agreement, the initial Mortgage Loan
Schedule being attached hereto as Exhibit
B-1, setting forth the following
information with respect to each Mortgage
Loan:
(i)
the loan number;
(ii)
the Mortgage Rate in effect as of the Cut-off Date;
(iii) the
Servicing Fee Rate;
(iv)
the Net Mortgage Rate in effect as of the Cut-off
Date;
(v) the
maturity date;
(vi)
the original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the
original term;
(ix)
the remaining term;
(x) the
property type;
(xi)
with respect to each MOM Loan, the related MIN;
(xii) the
Servicer; and
(xiii) a code
indicating whether the Mortgage Loan is
subject to a Prepayment Charge, the term of such
Prepayment Charge and the amount of such Prepayment
Charge.
Such schedule shall also set forth the
aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans.
MORTGAGE NOTE: The original executed note or other evidence of
indebtedness of a Mortgagor under a
Mortgage Loan.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note.
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MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligors on a Mortgage Note.
NET INTEREST SHORTFALLS: Shall mean Interest Shortfalls net of
payments
by the related Servicer in respect of
Compensating Interest.
NET MONTHLY EXCESS CASHFLOW: With respect to any Distribution Date,
the
sum of (a) any Overcollateralization
Reduction Amount and (b) the excess of (x)
the Group II Available Distribution Amount
for such Distribution Date over (y)
the sum for such Distribution Date of (A)
the aggregate amount of Senior
Interest Distribution Amounts payable to
the Group II Senior Certificates and
the Interest Distribution Amounts payable
to the Group II Mezzanine Certificates
and (B) the Group II Principal Remittance
Amount.
NET MORTGAGE RATE: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the related Mortgage
Rate less the sum of (i) the Servicing
Fee Rate, (ii) the Credit Risk Management
Fee Rate and (iii) the rate at which
the fee payable to any provider of
lender-paid mortgage insurance is calculated,
if applicable.
NET WAC RATE CAP: With respect to the Group II Senior
Certificates
(other than the Class II-A-IO Certificates)
and the Group II Mezzanine
Certificates, (i) from and including the
Distribution Date in March 2005 through
and including the Distribution Date in
October 2005, (a) the weighted average of
the Net Mortgage Rates of the Group II
Mortgage Loans, weighted based on their
Stated Principal Balances as of the first
day of the calendar month preceding
the month in which the Distribution Date
occurs minus 4.50% per annum times (b)
a fraction, the numerator of which is the
Certificate Notional Balance of the
Class II-A-IO Certificates and the
denominator of which is the aggregate Stated
Principal Balance of the Group II Mortgage
Loans as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs, (ii)
from and including the Distribution Date in
November 2005 through and including
the Distribution Date in February 2007, (a)
the weighted average of the Net
Mortgage Rates of the Mortgage Loans,
weighted based on their Stated Principal
Balances as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs minus 3.50%
per annum times (b) a fraction, the
numerator of which is the Certificate
Notional Balance of the Class II-A-IO
Certificates and the denominator of which
is the aggregate Stated Principal
Balance of the Group II Mortgage Loans as
of the first day of the calendar month
preceding the month in which the
Distribution Date occurs and (iii) thereafter,
the weighted average of the Net Mortgage
Rates of the Group II Mortgage Loans,
weighted based on their Stated Principal
Balances as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs;
provided that the Net WAC Rate Cap with
respect to the Class II-A-1 Certificates
shall be multiplied by a fraction, the
numerator of which is 30 and the
denominator of which is the actual number
of days in the Accrual Period.
For federal income tax purposes, the Net WAC Rate Cap, with respect
to
any Distribution Date, shall be expressed
as the weighted average of the
Uncertificated REMIC III Pass-Through Rates
on each REMIC III Regular Interest
(other than REMIC III Regular Interest
LTIII-IO-A and REMIC III Regular Interest
LTIII-IO-B) weighted on the basis of the
Uncertificated Principal Balance of the
REMIC III Regular Interests.
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NET WAC RATE CARRYOVER AMOUNT: With respect the Group II Senior
Certificates (other than the Class II-A-IO
Certificates) and the Group II
Mezzanine Certificates and any Distribution
Date on which the related
Pass-Through Rate is reduced by the Net WAC
Rate Cap, an amount equal to the sum
of (i) the excess of (x) the amount of
interest such Class would have been
entitled to receive on such Distribution
Date if the Pass-Through Rate
applicable to such Class would not have
been reduced by the Net WAC Rate Cap on
such Distribution Date over (y) the amount
of interest paid on such Distribution
Date plus (ii) the related Net WAC Rate
Carryover Amount for the previous
Distribution Date not previously
distributed.
NET WAC RESERVE FUND: Shall mean the segregated non-interest
bearing
trust account created and maintained by the
Trustee pursuant to Section 5.10
hereof.
NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a
Book-Entry
Certificate.
NONRECOVERABLE ADVANCE: Any portion of an Advance or Servicing
Advance
previously made or proposed to be made by
the related Servicer pursuant to this
Agreement, the M&T Servicing Agreement
or the GreenPoint Servicing Agreement, as
applicable, or the Trustee as Successor
Servicer, that, in the good faith
judgment of the related Servicer or the
Trustee as Successor Servicer, will not
or, in the case of a proposed Advance or
Servicing Advance, would not, be
ultimately recoverable by it from the
related Mortgagor, related Liquidation
Proceeds, Insurance Proceeds or
otherwise.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the
President, a Vice President (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one
of the assistant treasurers or assistant
secretaries of the Depositor or the
Trustee (or any other officer customarily
performing functions similar to those
performed by any of the above designated
officers and also to whom, with respect
to a particular matter, such matter is
referred because of such officer's
knowledge of and familiarity with a
particular subject) or (ii), if provided for
in this Agreement, signed by a Authorized
Servicer Representative, as the case
may be, and delivered to the Depositor, the
Seller and/or the Trustee, as the
case may be, as required by this
Agreement.
ONE-MONTH LIBOR: With respect to any Accrual Period (other than
the
first Accrual Period), the rate determined
by the Trustee on the related
Interest Determination Date on the basis of
the rate for U.S. dollar deposits
for one month that appears on Telerate
Screen Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date.
If such rate does not appear on such
page (or such other page as may replace
that page on that service, or if such
service is no longer offered, such other
service for displaying One-Month LIBOR
or comparable rates as may be reasonably
selected by the Trustee), One-Month
LIBOR for the applicable Accrual Period
will be the Reference Bank Rate. If no
such quotations can be obtained by the
Trustee and no Reference Bank Rate is
available, One-Month LIBOR will be
One-Month LIBOR applicable to the preceding
Accrual Period. The establishment of
One-Month LIBOR on each Interest
Determination Date by the Trustee and the
Trustee's calculation of the rate of
interest applicable to the Class II-A-1
Certificates for the related Accrual
Period shall, in the absence of manifest
error, be final and binding. With
respect to the first Accrual period,
One-Month LIBOR shall equal 2.67000% per
annum.
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OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel
for the Seller, the Depositor or the
related Servicer, reasonably acceptable to
each addressee of such opinion; provided
that with respect to Section 2.05, 7.05
or 11.01, or the interpretation or
application of the REMIC Provisions, such
counsel must (i) in fact be independent of
the Seller, Depositor and the related
Servicer, (ii) not have any direct
financial interest in the Seller, Depositor
or the related Servicer or in any affiliate
of either, and (iii) not be
connected with the Seller, Depositor or the
related Servicer as an officer,
employee, promoter, underwriter, trustee,
partner, director or person performing
similar functions.
OPTIONAL TERMINATION: The purchase of all of the Group I Mortgage
Loans
and any related REO Property or Group II
Mortgage Loans and any related REO
Property pursuant to the last sentence of
Section 10.01.
OPTIONAL TERMINATION DATE: The first Distribution Date on which the
the
Group I Mortgage Loans and related REO
Property or Group II Mortgage Loans and
related REO Property may be purchased at
the option of the Terminator as
described in Section 10.01.
OTS: The Office of Thrift Supervision or any successor thereto.
OUTSTANDING: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except:
(a) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
and
(b) Certificates in exchange for which or in lieu of which
other Certificates have been executed and
delivered by the Trustee pursuant to
this Agreement.
OUTSTANDING MORTGAGE LOAN: As of any date of determination, a
Mortgage
Loan with a Stated Principal Balance
greater than zero that was not the subject
of a Principal Prepayment in full, and that
did not become a Liquidated Loan,
prior to the end of the related Prepayment
Period.
OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date,
the excess, if any, of (a) the aggregate
Stated Principal Balances of the Group
II Mortgage Loans as of the last day of the
related Due Period over (b) the
aggregate Certificate Principal Balance of
the Group II Senior Certificates
(other than the Class II-A-IO Certificates)
and the Group II Mezzanine
Certificates on such Distribution Date
(after taking into account the payment of
100% of the Group II Principal Remittance
Amount on such Distribution Date).
OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any
Distribution
Date, the excess, if any, of (a) the
Required Overcollateralization Amount over
(b) the Overcollateralization Amount on
such Distribution Date.
OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any
Distribution Date, the lesser of (x) the
Group II Principal Remittance Amount
for such Distribution Date and (y) the
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excess, if any, of (i) the
Overcollateralization Amount for such Distribution
Date over (ii) the Required
Overcollateralization Amount for such Distribution
Date.
OWNERSHIP INTEREST: As to any Certificate, any ownership 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.
PASS-THROUGH RATE: With respect to each Class of Certificates,
the
applicable Pass-Through Rate for each Class
as set forth in the Preliminary
Statement.
PERCENTAGE INTEREST: With respect to any Certificate of a
specified
Class, the Percentage Interest set forth on
the face thereof or the percentage
obtained by dividing the Denomination of
such Certificate by the aggregate of
the Denominations of all Certificates of
such Class.
PERMITTED INVESTMENTS: At any time, any one or more of the
following
obligations and securities:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency thereof, provided such obligations are
unconditionally
backed by the full faith and credit of the United States;
(ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving
the
highest long-term debt rating of each Rating Agency, or such
lower
rating as will not result in the downgrading or withdrawal of
the
ratings then assigned to the Certificates by each Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
(iii) [Reserved];
(iv) commercial or finance company paper which is then
receiving the highest commercial or finance company paper rating
of
each Rating Agency, or such lower rating as will not result in
the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced by a signed
writing
delivered by each Rating Agency;
(v) certificates of deposit, demand or time deposits, or
bankers' acceptances issued by any depository institution or
trust
company incorporated under the laws of the United States or of
any
state thereof and subject to supervision and examination by
federal
and/or state banking authorities (including the Trustee in its
commercial banking capacity), provided that the commercial paper
and/or
long term unsecured debt obligations of such depository institution
or
trust company are then rated one of the two highest long-term and
the
highest short-term ratings of each such Rating Agency for such
securities, or
such lower ratings as will not result in the downgrading
or withdrawal of the rating then assigned to the Certificates by
any
Rating Agency, as evidenced by a signed writing delivered by
each
Rating Agency;
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(vi) demand or time deposits or certificates of deposit issued
by any bank or trust company or savings institution to the extent
that
such deposits are fully insured by the FDIC;
(vii) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation containing, at the time of
the
issuance of such agreements, such terms and conditions as will
not
result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any such Rating Agency, as evidenced by a
signed
writing delivered by each Rating Agency;
(viii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered
into
with a depository institution or trust company (acting as
principal)
described in clause (v) above;
(ix) securities (other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of 115% of the
face
amount thereof) bearing interest or sold at a discount issued by
any
corporation incorporated under the laws of the United States or
any
state thereof which, at the time of such investment, have one of
the
two highest long term ratings of each Rating Agency, or such
lower
rating as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by any Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
(x) units of money market funds registered under the
Investment Company Act of 1940 including funds managed or advised
by
the Trustee or an affiliate thereof having a rating by S&P of
AAAm-G,
AAA-m, or AA-m, and if rated by Moody's, rated Aaa, Aa1 or Aa2;
(xi) short term investment funds sponsored by any trust
company or banking association incorporated under the laws of
the
United States or any state thereof (including any such fund managed
or
advised by the Trustee or any affiliate thereof) which on the date
of
acquisition has been rated by each Rating Agency in their
respective
highest applicable rating category or such lower rating as will
not
result in the downgrading or withdrawal of the ratings then
assigned to
the Certificates by each Rating Agency, as evidenced by a
signed
writing delivered by each Rating Agency; and
(xii) such other investments having a specified stated
maturity and bearing interest or sold at a discount acceptable to
each
Rating Agency as will not result in the downgrading or withdrawal
of
the rating then assigned to the Certificates by any Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency,
as
evidenced by a signed writing delivered by each Rating Agency;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
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PERMITTED TRANSFEREE: Any person other than (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, (ii) a foreign
government, International Organization or
any agency or instrumentality of
either of the foregoing, (iii) an
organization (except certain farmers'
cooperatives described in section 521 of
the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including
the tax imposed by section 511 of
the Code on unrelated business taxable
income) on any excess inclusions (as
defined in section 860E(c)(1) of the Code)
with respect to any Residual
Certificate, (iv) rural electric and
telephone cooperatives described in section
1381(a)(2)(C) of the Code, (v) a Person
that is not a citizen or resident of the
United States, a corporation, partnership
(other than a partnership that has any
direct or indirect foreign partners) or
other entity (treated as a corporation
or a partnership for federal income tax
purposes), created or organized in or
under the laws of the United States, any
state thereof or the District of
Columbia, an estate whose income from
sources without the United States is
includible in gross income for United
States federal income tax purposes
regardless of its connection with the
conduct of a trade or business within the
United States, or 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 trustor and (vi) any other Person
based upon an Opinion of Counsel (which
shall not be an expense of the Trustee)
that states that the Transfer of an
Ownership Interest in a Residual
Certificate to such Person may cause REMIC I,
REMIC II, REMIC III or REMIC IV to fail to
qualify as a REMIC at any time that
any Certificates are Outstanding. The terms
"United States," "State" and
"International Organization" shall have the
meanings set forth in section 7701
of the Code or successor provisions. A
corporation will not be treated as an
instrumentality of the United States or of
any State or political subdivision
thereof for these purposes if all of its
activities are subject to tax and, with
the exception of Freddie Mac, a majority of
its board of directors is not
selected by such government unit.
PERSON: Any individual, corporation, partnership, joint
venture,
association, joint-stock company, limited
liability company, trust,
unincorporated organization or government,
or any agency or political
subdivision thereof.
PREPAYMENT ASSUMPTION: The assumed rate of prepayment, as described
in
the Prospectus Supplement relating to each
Group I Offered Certificates and
Group II Offered Certificates.
PREPAYMENT CHARGE: With respect to any Principal Prepayment,
any
prepayment premium, penalty or charge
payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related
Mortgage Note (other than any Servicer
Prepayment Charge Payment Amount).
PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Mortgage
Loans
providing for a Prepayment Charge included
in the Trust Fund on such date,
attached hereto as Exhibit K (including the
prepayment charge summary attached
thereto). The Depositor shall deliver or
cause the delivery of the Prepayment
Charge Schedule to each Servicer on the
Closing Date. The Prepayment Charge
Schedule shall set forth the following
information with respect to each
Prepayment Charge:
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(i) the
Mortgage Loan identifying number;
(ii)
a code indicating the type of Prepayment Charge;
(iii) the
date on which the first Monthly Payment was due
on the related Mortgage Loan;
(iv)
the term of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related
Mortgage Loan; and
(vi)
the Stated Principal Balance of the related Mortgage
Loan as of the Cut-off Date.
PREPAYMENT INTEREST
SHORTFALL: With respect to any Distribution Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment in full
during the related Prepayment Period,
(other than a Principal Prepayment in full
resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03,
3.26 or 10.01 hereof), the amount, if any,
by which (i) one month's interest at
the applicable Net Mortgage Rate on the
Stated Principal Balance of such
Mortgage Loan immediately prior to such
prepayment exceeds (ii) the amount of
interest paid or collected in connection
with such Principal Prepayment less the
sum of (a) the related Servicing Fee, (b)
the Credit Risk Management Fee and (c)
the fee payable to any provider of
lender-paid mortgage insurance, if any.
PREPAYMENT PERIOD: For any Distribution Date, (i) with respect to
the
GMACM Mortgage Loans and GreenPoint
Mortgage Loans, the calendar month preceding
the month in which the related Distribution
Date occurs and (ii) with respect to
the M&T Mortgage Loans, the period
beginning on the sixteenth day of the month
preceding the month of the related
Distribution Date and ending on the fifteenth
day of the month of such Distribution Date
with respect to Principal Prepayments
in full, and the calendar month preceding
the month in which the related
Distribution Date occurs with respect to
Principal Prepayments in part.
PRINCIPAL DISTRIBUTION AMOUNT: With respect to each Distribution
Date,
the sum of (i) Principal Funds, plus (ii)
the Extra Principal Distribution
Amount for such Distribution Date MINUS
(iii) the amount of any
Overcollateralization Reduction Amount for
such Distribution Date. In no event
will the Principal Distribution Amount with
respect to any Distribution Date be
(x) less than zero or (y) greater than the
then outstanding aggregate
Certificate Principal Balance of the Group
II Offered Certificates.
PRINCIPAL FUNDS: With respect to any Distribution Date, (i) the
sum,
without duplication, of (a) all scheduled
principal collected during the related
Due Period, (b) all Advances relating to
principal made on or prior to the
Remittance Date or, with respect to the
Trustee on the Distribution Date, (c)
Principal Prepayments exclusive of
prepayment charges or penalties collected
during the related Prepayment Period, (iii)
the Stated Principal Balance of each
Group II Mortgage Loan that was repurchased
by the Seller pursuant to Sections
2.02, 2.03 and 3.26, (d) the aggregate of
all Substitution Adjustment Amounts
for the related Determination Date in
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connection with the substitution of Group
II Mortgage Loans pursuant to Section
2.03(b), (e) amounts in respect of
principal paid by the Terminator pursuant to
Section 10.01, (f) all Liquidation Proceeds
and Subsequent Recoveries collected
during the related Prepayment Period (to
the extent such Liquidation Proceeds
and Subsequent Recoveries relate to
principal), in each case to the extent
remitted by the related Servicer to the
related Distribution Account pursuant to
this Agreement, the M&T Servicing
Agreement or GreenPoint Servicing Agreement,
as applicable and (g) all Subsequent
Recoveries minus (ii) all amounts required
to be reimbursed pursuant to Sections 4.02,
4.05, 4.07, 5.08 and 9.05 or as
otherwise set forth in this Agreement to
the extent not reimbursed from the
Interest Remittance Amount.
PRINCIPAL PREPAYMENT: Any Mortgagor payment or other recovery of
(or
proceeds with respect to) principal on a
Mortgage Loan (including loans
purchased or repurchased under Sections
2.02, 2.03, 3.26 and 10.01 hereof) that
is received in advance of its scheduled Due
Date and is not accompanied by an
amount as to interest representing
scheduled interest due on any Due Date in any
month or months subsequent to the month of
prepayment. Partial Principal
Prepayments shall be applied by the related
Servicer in accordance with the
terms of the related Mortgage Note.
PRIVATE CERTIFICATE: Each of the Class I-B-4, Class I-B-5, Class
I-B-6,
Class I-X, Class I-P, Class I-R, Class
II-C, Class II-P and Class II-R
Certificates.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated February
23,
2005 relating to the offering of the Group
I Offered Certificates and Group II
Offered Certificates.
PUD: A planned unit development.
PURCHASE PRICE: With respect to any Mortgage Loan required to
be
repurchased by the Seller pursuant to
Section 2.02 or 2.03 hereof and as
confirmed by an Officer's Certificate from
the Seller to the Trustee, an amount
equal to the sum of (i) 100% of the
outstanding principal balance of the
Mortgage Loan as of the date of such
purchase plus (ii) 30 days interest thereon
at the applicable Net Mortgage Rate, plus
any portion of the Servicing Fee,
Servicing Advances and Advances payable to
the related Servicer of the Mortgage
Loan plus (iii) any costs and damages of
the Trust Fund in connection with any
violation by such Mortgage Loan of any
abusive or predatory lending law,
including any expenses incurred by the
Trustee with respect to such Mortgage
Loan prior to the purchase thereof.
RATING AGENCY: Each of S&P and Moody's. If any such
organization or its
successor is no longer in existence,
"Rating Agency" shall be a nationally
recognized statistical rating organization,
or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee. References herein to a given
rating category of a Rating Agency shall
mean such rating category without giving
effect to any modifiers.
REALIZED LOSS: With respect to each Mortgage Loan as to which a
Final
Recovery Determination has been made, an
amount (not less than zero) equal to
(i) the Stated Principal Balance of such
Mortgage Loan as of the commencement of
the calendar month in which the Final
Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to
which interest was last paid by the
Mortgagor through the end of the calendar
month in which
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such Final Recovery Determination was made,
calculated in the case of each
calendar month during such period (A) at an
annual rate equal to the annual rate
at which interest was then accruing on such
Mortgage Loan and (B) on a principal
amount equal to the Stated Principal
Balance of such Mortgage Loan as of the
close of business on the Distribution Date
during such calendar month, minus
(iii) the proceeds, if any, received in
respect of such Mortgage Loan during the
calendar month in which such Final Recovery
Determination was made, net of
amounts that are payable therefrom to the
related Servicer pursuant to this
Agreement, the M&T Servicing Agreement
or the GreenPoint Servicing Agreement, as
applicable.
With respect to
any REO Property as to which a Final Recovery
Determination has been made, an amount (not
less than zero) equal to (i) the
Stated Principal Balance of the related
Mortgage Loan as of the date of
acquisition of such REO Property on behalf
of REMIC I or REMIC II, as
applicable, plus (ii) accrued interest from
the Due Date as to which interest
was last paid by the Mortgagor in respect
of the related Mortgage Loan through
the end of the calendar month immediately
preceding the calendar month in which
such REO Property was acquired, calculated
in the case of each calendar month
during such period (A) at an annual rate
equal to the annual rate at which
interest was then accruing on the related
Mortgage Loan and (B) on a principal
amount equal to the Stated Principal
Balance of the related Mortgage Loan as of
the close of business on the Distribution
Date during such calendar month, minus
(iii) the aggregate of all unreimbursed
Advances and Servicing Advances.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between
the principal balance of the
Mortgage Loan outstanding immediately prior
to such Deficient Valuation and the
principal balance of the Mortgage Loan as
reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if
any, of the reduction in each affected
Monthly Payment attributable to a reduction
in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such
Realized Loss shall be deemed to have
been incurred on the Due Date for each
affected Monthly Payment.
In addition, to the extent a Servicer receives Subsequent
Recoveries
with respect to any Mortgage Loan, the
amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to
the extent such Subsequent Recoveries
are applied to reduce the Certificate
Principal Balance of any Class of
Certificates on any Distribution Date.
RECORD DATE: With respect to the Certificates (other than the
Class
II-A-1 Certificates) and any Distribution
Date, the close of business on the
last Business Day of the month preceding
the month in which such Distribution
Date occurs. With respect to the Class
II-A-1 Certificates and any Distribution
Date, so long as the Class II-A-1
Certificates are Book-Entry Certificates, the
Business Day preceding such Distribution
Date, and otherwise, the close of
business on the last Business Day of the
month preceding the month in which such
Distribution Date occurs.
REFERENCE BANKS: Shall mean leading banks selected by the Trustee
and
engaged in transactions in Eurodollar
deposits in the international Eurocurrency
market (i) with an established place of
business in London, (ii) which have been
designated as such by the Trustee
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and (iii) which are not controlling,
controlled by, or under common control
with, the Depositor, the Seller or the
Servicers.
REFERENCE BANK RATE:
With respect to any Accrual Period shall mean the
arithmetic mean, rounded upwards, if
necessary, to the nearest whole multiple of
0.03125%, of the offered rates for United
States dollar deposits for one month
that are quoted by the Reference Banks as
of 11:00 a.m., New York City time, on
the related Interest Determination Date to
prime banks in the London interbank
market for a period of one month in an
amount approximately equal to the
aggregate Certificate Principal Balance of
the Class II-A-1 Certificates for
such Accrual Period, provided that at least
two such Reference Banks provide
such rate. If fewer than two offered rates
appear, the Reference Bank Rate will
be the arithmetic mean, rounded upwards, if
necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted
by one or more major banks in New York
City, selected by the Trustee, as of 11:00
a.m., New York City time, on such
date for loans in United States dollars to
leading European banks for a period
of one month in amounts approximately equal
to the aggregate Certificate
Principal Balance of the Class II-A-1
Certificates for such Accrual Period.
REGULAR CERTIFICATE: Any Certificate other than a Residual
Certificate.
RELIEF ACT: The Servicemembers Civil Relief Act of 2003, as
amended
from time to time.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of section 860D of the Code.
REMIC I: The segregated pool of assets subject hereto, constituting
the
primary trust created hereby and to be
administered hereunder, with respect to
which a REMIC election is to be made,
consisting of (i) the Group I Mortgage
Loans and all interest accruing and
principal due with respect thereto after the
Cut-off Date to the extent not applied in
computing the Cut-off Date Principal
Balance thereof and all Prepayment Charges;
(ii) the Mortgage Files relating to
the Group I Mortgage Loans, (iii) the
related Custodial Account (other than any
amounts representing any Servicer
Prepayment Charge Payment Amount), the related
Distribution Account, the Class I-P
Certificate Account and such assets that are
deposited therein from time to time,
together with any and all income, proceeds
and payments with respect thereto; (iv)
property that secured a Group I Mortgage
Loan and has been acquired by foreclosure,
deed in lieu of foreclosure or
otherwise; (v) the mortgagee's rights under
the Insurance Policies with respect
to the Group I Mortgage Loans; (vi) the
rights under the Mortgage Loan Purchase
Agreement in respect of the Group I
Mortgage Loans, and (vii) all proceeds of
the foregoing, including proceeds of
conversion, voluntary or involuntary, of
any of the foregoing into cash or other
liquid property. Notwithstanding the
foregoing, however, REMIC I specifically
excludes all payments and other
collections of principal and interest due
on the Group I Mortgage Loans on or
before the Cut-off Date and all Prepayment
Charges payable in connection with
Principal Prepayments made before the
Cut-off Date.
REMIC II: The segregated pool of assets subject hereto,
constituting
the primary trust created hereby and to be
administered hereunder, with respect
to which a REMIC election is to be made,
consisting of (i) the Group II Mortgage
Loans and all interest accruing and
principal due with respect thereto after the
Cut-off Date to the extent not applied in
computing the Cut-off
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Date Principal Balance thereof and all
Prepayment Charges; (ii) the Mortgage
Files relating to the Group II Mortgage
Loans, (iii) the related Custodial
Account (other than any amounts
representing any Servicer Prepayment Charge
Payment Amount), the related Distribution
Account, the Class II-P Certificate
Account and such assets that are deposited
therein from time to time, together
with any and all income, proceeds and
payments with respect thereto; (iv)
property that secured a Group II Mortgage
Loan and has been acquired by
foreclosure, deed in lieu of foreclosure or
otherwise; (v) the mortgagee's
rights under the Insurance Policies with
respect to the Group II Mortgage Loans;
(vi) the rights under the Mortgage Loan
Purchase Agreement in respect of the
Group II Mortgage Loans, and (vii) all
proceeds of the foregoing, including
proceeds of conversion, voluntary or
involuntary, of any of the foregoing into
cash or other liquid property.
Notwithstanding the foregoing, however, REMIC II
specifically excludes all payments and
other collections of principal and
interest due on the Group II Mortgage Loans
on or before the Cut-off Date and
all Prepayment Charges payable in
connection with Principal Prepayments made
before the Cut-off Date, the Net WAC
Reserve Fund and the Cap Contract.
REMIC II REGULAR INTEREST LTII-2: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest LTII-2 shall accrue
interest at the related Uncertificated
REMIC II Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-A: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-A shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-B: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC I Regular Interest LTII-IO-B
shall accrue interest at the related
Uncertificated REMIC II Pass-Through Rate
in effect from time to time, and shall be
entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST LTII-IO-C: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-C shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
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REMIC II REGULAR INTEREST LTII-IO-D: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-D shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-E: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-E shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-F: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-F shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-G: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-G shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IO-H: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
LTII-IO-H shall accrue interest at the
related Uncertificated REMIC II
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC II REGULAR INTEREST LTII-IIP: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest LTII-IIP
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto.
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REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-2, REMIC
II
Regular Interest LTII-IO-A, REMIC II
Regular Interest LTII-IO-B, REMIC II
Regular Interest LTII-IO-C, REMIC II
Regular Interest LTII-IO-D, REMIC I Regular
Interest LTII-IO-E, REMIC II Regular
Interest LTII-IO-F, REMIC II Regular
Interest LTII-IO-G, REMIC II Regular
Interest LTII-IO-H and REMIC II Regular
Interest LTII-IIP.
REMIC III: The segregated pool of assets consisting of all of the
REMIC
II Regular Interests conveyed in trust to
the Trustee, for the benefit of REMIC
III, as holder of the REMIC II Regular
Interests, and the Class R-2 Interest
pursuant to Section 2.07, and all amounts
deposited therein, with respect to
which a separate REMIC election is to be
made.
REMIC III INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) the aggregate
Stated Principal Balance of the Group II
Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC III
Remittance Rate for REMIC III Regular
Interest LTII-AA minus the Marker Rate,
divided by (b) 12.
REMIC III OVERCOLLATERALIZATION AMOUNT: With respect to any date
of
determination, (i) 1% of the aggregate
Uncertificated Principal Balances of the
REMIC III Regular Interests minus (ii) the
aggregate of the Uncertificated
Principal Balances of REMIC III Regular
Interest LTIII-IIA1, REMIC III Regular
Interest LTIII-IIA2, REMIC III Regular
Interest LTIII-IIA3, REMIC III Regular
Interest LTIII-IIA4, REMIC III Regular
Interest LTIII-IIA5, REMIC III Regular
Interest LTIII-IIM1, REMIC III Regular
Interest LTIII-IIM2, REMIC III Regular
Interest LTIII-IIM3 and REMIC III Regular
Interest LTIII-IIP, in each case as of
such date of determination.
REMIC III PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to (a)
the product of (i) the aggregate
Stated Principal Balance of the Group II
Mortgage Loans and REO Properties
relating to the Group II Mortgage Loans
then outstanding and (ii) 1 minus a
fraction, the numerator of which is two
times the aggregate of the
Uncertificated Principal Balances of REMIC
III Regular Interest LTIII-IIA1,
REMIC III Regular Interest LTIII-IIA2,
REMIC III Regular Interest LTIII-IIA3,
REMIC III Regular Interest LTIII-IIA4,
REMIC III Regular Interest LTIII-IIA5,
REMIC III Regular Interest LTIII-IIM1,
REMIC III Regular Interest LTIII-IIM2 and
REMIC III Regular Interest LTIII-IIM3 and
the denominator of which is the
aggregate of the Uncertificated Principal
Balances of REMIC III Regular Interest
LTIII-IIA1, REMIC III Regular Interest
LTIII-IIA2, REMIC III Regular Interest
LTIII-IIA3, REMIC III Regular Interest
LTIII-IIA4, REMIC III Regular Interest
LTIII-IIA5, REMIC III Regular Interest
LTIII-IIM1, REMIC III Regular Interest
LTIII-IIM2, REMIC III Regular Interest
LTIII-IIM3 and REMIC III Regular Interest
LTIII-IIZZ.
REMIC III REGULAR INTERESTS: REMIC III Regular Interest LTIII-AA,
REMIC
III Regular Interest LTIII-IIA1, REMIC III
Regular Interest LTIII-IIA2, REMIC
III Regular Interest LTIII-IIA3, REMIC III
Regular Interest LTIII-IIA4, REMIC
III Regular Interest LTIII-IIA5, REMIC III
Regular Interest LTIII-IIM1, REMIC
III Regular Interest LTIII-IIM2, REMIC III
Regular Interest LTIII-IIM3, REMIC
III Regular Interest LTIII-IO-A, REMIC III
Regular Interest LTIII-IO-B, REMIC
III Regular Interest LTIII-IIZZ and REMIC
III Regular Interest LTIII-IIP.
REMIC III REGULAR INTEREST LTIII-AA: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
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REMIC III. REMIC III Regular Interest
LTII-AA shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC III REGULAR INTEREST LTIII-IIA1: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIA1 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIA2: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIA2 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIA3: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIA3 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIA4: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIA4 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIA5: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIA5 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
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REMIC II REGULAR INTEREST LTIII-IO-A: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IO-A shall accrue interest as
provided herein and shall not be entitled to
distributions of principal.
REMIC III REGULAR INTEREST LTIII-IO-B: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTII-IO-B shall accrue interest as provided
herein and shall not be entitled to
distributions of principal.
REMIC III REGULAR INTEREST LTIII-IIM1: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIM1 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR
INTEREST LTIII-IIM2: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIM2 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIM3: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIM3 shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIP: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIP shall be entitled to
distributions of principal, subject to the terms
and conditions hereof, in an aggregate
amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
REMIC III REGULAR INTEREST LTIII-IIZZ: One of the separate
non-certificated beneficial ownership
interests in REMIC III issued hereunder
and designated as a Regular Interest in
REMIC III. REMIC III Regular Interest
LTIII-IIZZ shall accrue interest at the
related Uncertificated REMIC III
Pass-Through Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Principal Balance as set
forth in the Preliminary Statement
hereto.
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<PAGE>
REMIC III REGULAR INTEREST LTIII-IIZZ MAXIMUM INTEREST DEFERRAL
AMOUNT:
With respect to any Distribution Date, the
excess of (i) accrued interest at the
Uncertificated REMIC III Pass-Through Rate
applicable to REMIC III Regular
Interest LTIII-IIZZ for such Distribution
Date on a balance equal to the
Uncertificated Principal Balance of REMIC
III Regular Interest LTIII-IIZZ minus
the REMIC III Overcollateralization Amount,
in each case for such Distribution
Date, over (ii) Uncertificated Accrued
Interest on REMIC III Regular Interest
LTIII-IIA1, REMIC III Regular Interest
LTIII-IIA2, REMIC III Regular Interest
LTIII-IIA3, REMIC III Regular Interest
LTIII-IIA4, REMIC III Regular Interest
LTIII-IIA5, REMIC III Regular Interest
LTIII-IIM1, REMIC III Regular Interest
LTIII-IIM2 and REMIC III Regular Interest
LTIII-IIM3 for such Distribution Date,
with the rate on each such REMIC III
Regular Interest subject to a cap equal to
the related Pass-Through Rate.
REMIC III REQUIRED OVERCOLLATERALIZATION AMOUNT: 1% of the
Required
Overcollateralization Amount.
REMIC IV: The segregated pool of assets consisting of all of the
REMIC
III Regular Interests conveyed in trust to
the Trustee, for the benefit of the
REMIC IV, the Net WAC Reserve Fund and the
Cap Contract Certificateholders
pursuant to Section 2.09, and all amounts
deposited therein, with respect to
which a separate REMIC election is to be
made.
REMIC IV CERTIFICATE: Any Class II-A-1, Class II-A-2, Class
II-A-3,
Class II-A-4, Class II-A-5, Class II-A-IO,
Class II-M-1, Class II-M-2, Class
II-M-3, Class II-C, Class II-P or Class
II-R Certificate.
REMIC IV CERTIFICATEHOLDER: The Holder of any REMIC IV
Certificate.
REMIC OPINION: Shall mean an Opinion of Counsel to the effect that
the
proposed action will not have an adverse
affect on any REMIC created hereunder.
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
proposed, temporary and final regulations
and published rulings, notices and
announcements promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
REMIC REGULAR INTEREST: A REMIC II Regular Interest, REMIC III
Regular
Interest or a Regular Certificate.
REMITTANCE DATE: Shall mean the 18th day of the month and if such
day
is not a Business Day, the immediately
succeeding Business Day.
REO PROPERTY: A Mortgaged Property acquired by the related
Servicer
through foreclosure or deed-in-lieu of
foreclosure in connection with a
defaulted Mortgage Loan.
REPLACEMENT MORTGAGE LOAN: A Mortgage Loan or Mortgage Loans in
the
aggregate substituted by the Seller for a
Deleted Mortgage Loan, which must, on
the date of such substitution, as confirmed
in a request for release in
accordance with the terms of the
Custodial
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<PAGE>
Agreement, (i) have a Stated Principal
Balance, after deduction of the principal
portion of the Scheduled Payment due in the
month of substitution, not in excess
of, and not less than 90% of, the Stated
Principal Balance of the Deleted
Mortgage Loan; (ii) have a fixed Mortgage
Rate not less than or more than 1% per
annum higher than the Mortgage Rate of the
Deleted Mortgage Loan; (iii) have the
same or higher credit quality
characteristics than that of the Deleted Mortgage
Loan; (iv) have a Loan-to-Value Ratio no
higher than that of the Deleted
Mortgage Loan; (v) have a remaining term to
maturity no greater than (and not
more than one year less than) that of the
Deleted Mortgage Loan; (vi) not permit
conversion of the Mortgage Rate from a
fixed rate to a variable rate; (vii) be
secured by a first lien on the related
Mortgaged Property; (viii) constitute the
same occupancy type as the Deleted Mortgage
Loan or be owner occupied; and (ix)
comply with each representation and
warranty set forth in the Mortgage Loan
Purchase Agreement.
REQUIRED INSURANCE POLICY: With respect to any Mortgage Loan,
any
insurance policy that is required to be
maintained from time to time under this
Agreement, the M&T Servicing Agreement
or the GreenPoint Servicing Agreement.
REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any
Distribution
Date prior to the Stepdown Date, 0.55% of
the Stated Principal Balance of the
Group II Mortgage Loans as of the Cut-off
Date, and with respect to any
Distribution Date thereafter, the greater
of (i) 1.10% of the Stated Principal
Balance of the Group II Mortgage Loans as
of the last day of the related Due
Period and (ii) 0.35% of the Stated
Principal Balance of the Group II Mortgage
Loans as of the Cut-off Date.
REQUIRED OVERCOLLATERALIZATION PERCENTAGE: With respect to any
Distribution Date, a percentage equal to
(a) the Required Overcollateralization
Amount divided by (b) the aggregate Stated
Principal Balance of the Group II
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period, and
after reduction for Group II Realized
Losses incurred during the related
Prepayment Period).
RESIDUAL CERTIFICATES: Any one of the Class I-R Certificates or
Class
II-R Certificates.
RESPONSIBLE OFFICER: With respect to the Trustee, any Vice
President,
any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust
Officer, any other officer customarily
performing functions similar to those
performed by any of the above designated
officers or other officers of the
Trustee specified by the Trustee having
direct responsibility over this
Agreement and customarily performing
functions similar to those performed by any
one of the designated officers, as to whom,
with respect to a particular matter,
such matter is referred because of such
officer's knowledge of and familiarity
with the particular subject.
S&P: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
or its successor in interest.
SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan
due
on any Due Date allocable to principal
and/or interest on such Mortgage Loan.
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<PAGE>
SECURITIES ACT: The Securities Act of 1933, as amended.
SELLER: Nomura Credit & Capital, Inc., a Delaware corporation,
and its
successors and assigns, in its capacity as
seller of the Mortgage Loans to the
Depositor.
SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any
Distribution
Date and any Class of Group II Senior
Certificates will be equal to the Interest
Distribution Amount for such Distribution
Date for such Class and the Interest
Carry Forward Amount, if any, for such
Distribution Date for such Class.
SENIOR OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution
Date, means an amount equal to the sum of
the following (but in no event greater
than the Certificate Principal Balance of
the Class I-A-1 Certificates
immediately prior to such Distribution
Date):
(i) the Senior
Percentage of the principal portion of all
monthly payments due on the Group I Mortgage Loans on
the related Due Date, as specified in the
amortization schedule at the time applicable thereto
(after adjustment for previous principal prepayments
but before giving effect to any Deficient Valuation
or Debt Service Reduction that occurred prior to the
reduction of the Bankruptcy Loss Coverage Amount to
zero);
(ii)
the Senior Prepayment Percentage of the Stated
Principal Balance of each Group I Mortgage Loan which
was the subject of a prepayment in full received by
the related servicer during the applicable Prepayment
Period;
(iii) the
Senior Prepayment Percentage of all partial
prepayments allocated to principal received during
the applicable Prepayment Period with respect to any
Group I Mortgage Loan;
(iv)
the lesser of (a) the Senior Prepayment Percentage of
the sum of (A) all Net Liquidation Proceeds allocable
to principal received in respect of each Group I
Mortgage Loan which became a defaulted Group I
Mortgage Loan during the related Prepayment Period
(other than Group I Mortgage Loans described in the
immediately following clause (B)) and (B) the Stated
Principal Balance of each such Group I Mortgage Loan
purchased by an insurer from the Trustee during the
related Prepayment Period pursuant to the related
Insurance Policy, if any, or otherwise; and (b) the
Senior Percentage of the sum of (A) the Stated
Principal Balance of each Group I Mortgage Loan which
became a defaulted Group I Mortgage Loan during the
related Prepayment Period (other than the Group I
Mortgage Loans described in the immediately following
clause (B)) and (B) the Stated Principal Balance of
each such Group I Mortgage Loan that was purchased by
an insurer from the Trustee during the related
Prepayment Period pursuant to the Insurance Policy,
if any or otherwise; and
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<PAGE>
(v) the Senior
Prepayment Percentage of the sum of (a)
the Stated Principal Balance of each Group I Mortgage
Loan which was repurchased by the Seller or the
related Servicer in connection with such istribution
date and (b) the excess, if any, of the Stated
Principal Balance of a Group I Mortgage Loan that has
been replaced by the Seller or the related Servicer
with a substitute Group I Mortgage Loan pursuant to
this Agreement in connection with such Distribution
Date over the Stated Principal Balance of such
substitute Group I Mortgage Loan;
provided, however that if a Deficient
Valuation or Debt Service Reduction is
sustained with respect to a Group I
Mortgage Loan that is not a Liquidated Loan
after the Bankruptcy Loss Coverage Amount
has been reduced to zero, the Senior
Optimal Principal Amount will be reduced on
the related Distribution Date by the
Senior Percentage of the principal portion
of such Deficient Valuation or Debt
Service Reduction.
SENIOR PERCENTAGE: With respect to any Distribution Date will equal
the
lesser of (i) 100% and (ii) the percentage
obtained by dividing the Certificate
Principal Balance of the Class I-A-1
Certificates immediately preceding such
Distribution Date by the aggregate Stated
Principal Balance of the Group I
Mortgage Loans as of the beginning of the
related Due Period. The initial Senior
Percentage for the Group I Mortgage Loans
will be equal to approximately 91.75%.
SENIOR PREPAYMENT PERCENTAGE: With respect to any Distribution
Date
occurring during the periods set forth
below will be as follows:
<TABLE>
<CAPTION>
PERIOD (DATES
INCLUSIVE)
SENIOR PREPAYMENT PERCENTAGE
------------------------
----------------------------
<S>
<C>
March 25, 2005 - February 25, 2010
100%
March 25, 2010 - February 25, 2011
Senior Percentage plus 70% of the Subordinate Percentage.
March 25, 2011 - February 25, 2012
Senior Percentage plus 60% of the Subordinate Percentage.
March 25, 2012 - February 25, 2013
Senior Percentage plus 40% of the Subordinate Percentage.
March 25, 2013 - February 25, 2014
Senior Percentage plus 20% of the Subordinate Percentage.
March 25, 2014 and thereafter
Senior Percentage.
</TABLE>
Notwithstanding the foregoing, however, no reduction of the
Senior Prepayment Percentage shall occur on
any Distribution Date unless, as of
the last day of the month preceding such
Distribution Date, (A) the aggregate
Stated Principal Balance of the Group I
Mortgage Loans delinquent 60 days or
more (including for this purpose any such
Group I Mortgage Loans in foreclosure
and REO Property), as a percentage of the
sum of the aggregate Certificate
Principal Balance of the Group I
Subordinate Certificates does not exceed 50%;
and (B)
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<PAGE>
cumulative Group I Realized Losses on the
Group I Mortgage Loans do not exceed
(a) 30% of the aggregate Certificate
Principal Balance of the Group I
Subordinate Certificates as of the Cut-off
Date (the "Original Subordinate
Principal Balance") if such Distribution
Date occurs between and including March
2010 and February 2011, (b) 35% of the
Original Subordinate Principal Balance if
such Distribution Date occurs between and
including March 2011 and February
2012, (c) 40% of the Original Subordinate
Principal Balance if such Distribution
Date occurs between and including March
2012 and February 2013, (d) 45% of the
Original Subordinate Principal Balance if
such Distribution Date occurs between
and including March 2013 and February 2014,
and (e) 50% of the Original
Subordinate Principal Balance if such
Distribution Date occurs during or after
March 2014.
Notwithstanding the foregoing, if on any Distribution Date,
the percentage, the numerator of which is
the Certificate Principal Balance of
the Class I-A-1 Certificates immediately
preceding such Distribution Date, and
the denominator of which is the aggregate
Stated Principal Balance of the Group
I Mortgage Loans as of the beginning of the
related Due Period, exceeds such
percentage as of the Closing Date, then the
Senior Prepayment Percentage with
respect to the Class I-A-1 Certificates for
such Distribution Date will equal
100%.
SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date which occurs (i) prior to the Stepdown
Date or on or after the Stepdown
Date if a Trigger Event is in effect, the
Principal Distribution Amount or (ii)
on or after the Stepdown Date if a Trigger
Event is not in effect for that
Distribution Date, the lesser of:
o
the Principal Distribution Amount for that Distribution Date;
and
o
the excess, if any, of (A) the aggregate Certificate Principal
Balance of the Group II Senior Certificates (other than the
Class II-A-IO Certificates) immediately prior to that
Distribution Date over (B) the positive difference between (i)
the aggregate Stated Principal Balance of the Group II
Mortgage Loans as of the last day of the related Due Period
(after reduction for Group II Realized Losses incurred during
the related Prepayment Period) and (ii) the product of (x) the
aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after
reduction for Group II Realized Losses incurred during the
related Prepayment Period) and (y) the sum of 11.30% and the
Required Overcollateralization Percentage.
SERVICER: Shall mean
either GMACM, M&T or GreenPoint.
SERVICER DEFAULT: As defined in Section 8.01.
SERVICER PREPAYMENT CHARGE PAYMENT AMOUNT: The amount payable by
GMACM
in respect of any waived Prepayment Charges
pursuant to Section 3.01.
SERVICING ADVANCES: All customary, reasonable and necessary "out
of
pocket" costs and expenses (including
reasonable legal fees) incurred in the
performance by a Servicer of its servicing
obligations hereunder, including, but
not limited to, the cost of (i) the
preservation, restoration, inspection,
valuation and protection of a Mortgaged
Property, (ii) any enforcement or
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<PAGE>
judicial proceedings, including
foreclosures, and including any expenses
incurred in relation to any such
proceedings that result from the Mortgage Loan
being registered in the MERS(R) System,
(iii) the management and liquidation of
any REO Property (including, without
limitation, realtor's commissions), (iv)
compliance with any obligations under
Section 3.07 hereof to cause insurance to
be maintained and (v) payment of taxes.
SERVICING FEE: As to each Mortgage Loan and any Distribution Date,
an
amount equal to 1/12th of the Servicing Fee
Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as
of the last day of the related Due
Period or, in the event of any payment of
interest that accompanies a Principal
Prepayment in full during the related Due
Period made by the Mortgagor
immediately prior to such prepayment,
interest at the Servicing Fee Rate on the
same Stated Principal Balance of such
Mortgage Loan used to calculate the
payment of interest on such Mortgage
Loan.
SERVICING FEE RATE:
0.25% per annum.
SPECIAL HAZARD LOSS: Means a Group I Realized Loss, as reported by
the
related Servicer to the Trustee,
attributable to damage or a direct physical
loss suffered by a Mortgaged
Property-including any Group I Realized Loss due to
the presence or suspected presence of
hazardous wastes or substances on a
Mortgaged Property other than any such
damage or loss covered by a hazard policy
or a flood insurance policy required to be
maintained in respect of the
Mortgaged Property under this Agreement,
the M&T Servicing Agreement or the
GreenPoint Servicing Agreement, as
applicable or any loss due to normal wear and
tear or certain other causes.
SPECIAL HAZARD LOSS COVERAGE AMOUNT: Means $1,321,495.46
(approximately
1.00% of the Group I Mortgage Loans by
aggregate Stated Principal Balance as of
the Cut-off Date) less, on each
Distribution Date, the sum of (1) the aggregate
amount of Special Hazard Losses that would
have been previously allocated to the
Group I Subordinate Certificates in the
absence of the Loss Allocation
Limitation and (2) the Adjustment Amount.
As of any Distribution Date on or
after the Cross-Over Date, the Special
Hazard Loss Coverage Amount will be zero.
STARTUP DAY: The Startup Day for each REMIC formed hereunder shall
be
the Closing Date.
STATED PRINCIPAL
BALANCE: With respect to any Mortgage Loan or related
REO Property and any Distribution Date, the
Cut-off Date Principal Balance
thereof minus the sum of (i) the principal
portion of the Scheduled Payments due
with respect to such Mortgage Loan during
each Due Period ending prior to such
Distribution Date (and irrespective of any
delinquency in their payment), (ii)
all Principal Prepayments with respect to
such Mortgage Loan received prior to
or during the related Prepayment Period,
and all Liquidation Proceeds to the
extent applied by the related Servicer as
recoveries of principal in accordance
with Section 3.09 of this Agreement or in
accordance with the M&T Servicing
Agreement or GreenPoint Servicing
Agreement, as applicable, with respect to such
Mortgage Loan, that were received by the
related Servicer as of the close of
business on the last day of the Prepayment
Period related to such Distribution
Date and (iii) any Realized Losses on such
Mortgage Loan incurred during the
related Prepayment Period. The Stated
Principal Balance of a Liquidated Loan
equals zero.
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<PAGE>
STEPDOWN DATE: The earlier to occur of (1) the Distribution Date
on
which the aggregate Certificate Principal
Balance of the Group II Senior
Certificates (other than the Class II-A-IO
Certificates) has been reduced to
zero and (2) the later to occur of (x) the
Distribution Date in March 2008 and
(y) the first Distribution Date on which
the Credit Enhancement Percentage of
the Group II Senior Certificates
(calculated for this purpose only after taking
into account distributions of principal on
the Group II Mortgage Loans, but
prior to any distribution of the Principal
Distribution Amount to the holders of
the Group II Certificates then entitled to
distributions of principal on the
Distribution Date) is greater than or equal
to approximately 12.40%.
SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: Means, as of any
Distribution
Date, the amount by which (a) the sum of
the Certificate Principal Balances of
all of the Group I Certificates, after
giving effect to the distribution of
principal and the allocation of Group I
Realized Losses in reduction of the
Certificate Principal Balances of the Group
I Certificates on that Distribution
Date, exceeds (b) the aggregate principal
balance of all the Group I Mortgage
Loans as of the last day of the related Due
Period, less any Deficient
Valuations occurring before the Bankruptcy
Loss Coverage Amount has been reduced
to zero
SUBORDINATE OPTIMAL PRINCIPAL AMOUNT: With respect to each
Distribution
Date means an amount equal to the sum of
the following (but in no event greater
than the aggregate Certificate Principal
Balance of the Group I Subordinate
Certificates immediately prior to such
Distribution Date):
(i) the
Subordinate Percentage of the principal portion
of all monthly payments due on each Group I Mortgage
Loan the on related Due Date, as specified in the
amortization schedule at the time applicable thereto
(after adjustment for previous principal prepayments
but before giving effect to any Deficient Valuation
or Debt Service Reduction that occurred prior to the
reduction of the Bankruptcy Loss Coverage Amount to
zero);
(ii)
the Subordinate Prepayment Percentage of the Stated
Principal Balance of each Group I Mortgage Loan which
was the subject of a prepayment in full received by
the related servicer during the applicable Prepayment
Period;
(iii) the
Subordinate Prepayment Percentage of all partial
prepayments of principal received during the
applicable Prepayment Period for each Group I
Mortgage Loan;
(iv)
the excess, if any, of (a) the Group I Net
Liquidation Proceeds allocable to principal received
during the related Prepayment Period in respect of
each defaulted Group I Mortgage Loan over (b) the sum
of the amounts distributable to the holders of the
Class I-A-1 Certificates pursuant to clause (iv) of
the definition of "Senior Optimal Principal Amount"
on such Distribution Date;
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<PAGE>
(v) the
Subordinate Prepayment Percentage of the sum of
(a) the Stated Principal Balance of each Group I
Mortgage Loan which was repurchased by the Seller or
the related Servicer in connection with such
Distribution Date and (b) the difference, if any,
between the Stated Principal Balance of a Group I
Mortgage Loan that has been replaced by the Seller or
the related Servicer with a substitute Group I
Mortgage Loan pursuant to this Agreement, the M&T
Servicing Agreement or the GreenPont Servicing
Agreement in connection with such Distribution Date
and the Stated Principal Balance of such substitute
Group I Mortgage Loan; and
(vi)
on the Distribution Date on which the Certificate
Principal Balance of
the Class I-A-1 Certificates has
been reduced to zero, 100% of any remaining Senior
Optimal Principal Amount;
provided, however that if a Deficient
Valuation or Debt Service Reduction is
sustained with respect to a Group I
Mortgage Loan that is not a Liquidated Loan
after the Bankruptcy Loss Coverage Amount
has been reduced to zero, the
Subordinate Optimal Principal Amount will
be reduced on the related distribution
date by the Subordinate Percentage of the
principal portion of such Deficient
Valuation or Debt Service Reduction.
SUBORDINATE PERCENTAGE: With respect to any Distribution Date,
means
100% minus the Senior Percentage. The
initial Subordinate Percentage will be
equal to approximately 8.25%.
SUBORDINATE PREPAYMENT PERCENTAGE: With respect to any
Distribution
Date will equal 100% minus the Senior
Prepayment Percentage, except that on any
Distribution Date after the Certificate
Principal Balance of the Group I Senior
Certificates has been reduced to zero, the
Subordinate Prepayment Percentage for
the Group I Subordinate Certificates will
equal 100%.
SUBSEQUENT RECOVERIES: Shall mean all amounts in respect of
principal
received by a Servicer on a Mortgage Loan
for which a Realized Loss was
previously incurred.
SUBSERVICING AGREEMENT: Any agreement entered into between a
Servicer
and a subservicer with respect to the
subservicing of any Mortgage Loan subject
to this Agreement by such subservicer.
SUBSTITUTION ADJUSTMENT AMOUNT: The meaning ascribed to such
term
pursuant to Section 2.03(d).
SUCCESSOR SERVICER: The Trustee or any successor to a Servicer
appointed pursuant to Section 8.02 of this
Agreement, the M&T Servicing
Agreement or the GreenPoint Servicing
Agreement, as applicable, after the
occurrence of a Servicer Default or upon
the resignation of the related Servicer
pursuant to this Agreement, the M&T
Servicing Agreement or the GreenPoint
Servicing Agreement, as applicable.
TAX MATTERS PERSON: The person designated as "tax matters person"
in
the manner provided under Treasury
regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T.
The holder of the greatest Percentage
Interest in a Class of Residual
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<PAGE>
Certificates shall be the Tax Matters
Person for the related REMIC. The Trustee,
or any successor thereto or assignee
thereof shall serve as tax administrator
hereunder and as agent for the related Tax
Matters Person.
TRANSFER AFFIDAVIT: As defined in Section 6.02(c).
TRANSFER: Any direct or indirect transfer or sale of any
Ownership
Interest in a Certificate.
TRIGGER EVENT: With respect to any Distribution Date, a Trigger
Event
is in effect if (x) the percentage obtained
by dividing (i) the aggregate Stated
Principal Balance of Group II Mortgage
Loans delinquent 60 days or more
(including Group II Mortgage Loans in
foreclosure or discharged in bankruptcy or
any REO Property) by (ii) the aggregate
Stated Principal Balance of the Group II
Mortgage Loans, in each case, as of the
last day of the previous calendar month,
exceeds 50% of the Credit Enhancement
Percentage of the Group II Senior
Certificates for the prior Distribution
Date, or (y) the aggregate amount of
Realized Losses incurred since the Cut-off
Date through the last day of the
related Due Period divided by the aggregate
Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date
exceeds the applicable percentages set
forth below with respect to such
Distribution Date:
Distribution Date
Percentage
-------------------------------------------
----------
March 2008 to February 2009................
1.00%
March 2009 to February 2010................
1.75%
March 2010 to February 2011................
2.00%
March 2011 to February 2012................
2.25%
March 2012 and thereafter..................
2.40%
TRUST FUND: Collectively, the assets of REMIC I, REMIC II, REMIC
III,
REMIC IV, the Net WAC Reserve Fund and the
Cap Contract.
TRUSTEE: Wells Fargo Bank, National Association, a national
banking
association, not in its individual
capacity, but solely in its capacity as
trustee for the benefit of the
Certificateholders under this Agreement, and any
successor thereto, and any corporation or
national banking association resulting
from or surviving any consolidation or
merger to which it or its successors may
be a party and any successor trustee as may
from time to time be serving as
successor trustee hereunder.
UNCERTIFICATED ACCRUED INTEREST: With respect to each
Uncertificated
REMIC Regular Interest on each Distribution
Date, an amount equal to one month's
interest at the related Uncertificated
Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated
Notional Amount, as applicable, of such
REMIC Regular Interest. In each case,
Uncertificated Accrued Interest will be
reduced by any Prepayment Interest
Shortfalls and shortfalls resulting from
application of the Relief Act (allocated to
such REMIC Regular Interests as set
forth in Sections 1.02 and 5.07).
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<PAGE>
UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC III
Regular
Interest LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B and (i) each
Distribution Date from and including the
1st Distribution Date to and including
the 6th Distribution Date, the aggregate
Uncertificated Principal Balances of
REMIC III Regular Interest LTII-IO-A
through REMIC II Regular Interest
LTII-IO-H, (ii) each Distribution Date from
and including the 7th Distribution
Date to and including the 10th Distribution
Date, the aggregate Uncertificated
Principal Balances of REMIC II Regular
Interest LTII-IO-B through REMIC II
Regular Interest LTII-IO-H, (iii) each
Distribution Date from and including the
11th Distribution Date to and including the
13th Distribution Date, the
aggregate Uncertificated Principal Balances
of REMIC II Regular Interest
LTII-IO-C through REMIC II Regular Interest
LTII-IO-H, (iv) each Distribution
Date from and including the 14th
Distribution Date to and including the 15th
Distribution Date, the aggregate
Uncertificated Principal Balances of REMIC II
Regular Interest LTII-IO-D through REMIC I
Regular Interest LTII-IO-H, (v) each
Distribution Date from and including the
16th Distribution Date to and including
the 19th Distribution Date, the aggregate
Uncertificated Principal Balances of
REMIC II Regular Interest LTII-IO-E through
REMIC II Regular Interest LTI-IO-H,
(vi) each Distribution Date from and
including the 20th Distribution Date to and
including the 21st Distribution Date, the
aggregate Uncertificated Principal
Balances of REMIC II Regular Interest
LTII-IO-F through REMIC II Regular
Interest LTII-IO-H, (vii) each Distribution
Date from and including the 22nd
Distribution Date to and including the 23rd
Distribution Date, the aggregate
Uncertificated Principal Balances of REMIC
II Regular Interest LTII-IO-G and
REMIC II Regular Interest LTII-IO-H, and
(viii) the 24th Distribution Date, the
aggregate Uncertificated Principal Balance
of REMIC II Regular Interest
LTII-IO-H, and (ix) each Distribution Date
thereafter, $0.
UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC
Regular
Interest (other than REMIC III Regular
Interest LTIII-IO-A and REMIC III Regular
Interest LTIII-IO-B), the principal amount
of such REMIC Regular Interest
outstanding as of any date of
determination. As of the Closing Date, the
Uncertificated Principal Balance of each
REMIC Regular Interest (other than
REMIC III Regular Interest LTIII-IO-A and
REMIC III Regular Interest LTIII-IO-B)
shall equal the amount set forth in the
Preliminary Statement hereto as its
initial Uncertificated Principal Balance.
On each Distribution Date, the
Uncertificated Principal Balance of each
REMIC Regular Interest shall be reduced
by all distributions of principal made on
such REMIC Regular Interest on such
Distribution Date pursuant to Sections 5.08
and 5.09 and, if and to the extent
necessary and appropriate, shall be further
reduced on such Distribution Date by
Realized Losses as provided in Sections
5.08 and 5.09. The Uncertificated
Principal Balance of each REMIC Regular
Interest shall never be less than zero.
REMIC II Regular Interest LTII-IO will not
have an Uncertificated Principal
Balance.
UNCERTIFICATED REMIC II PASS-THROUGH RATE: A per annum rate equal
to
the average of the Net Mortgage Rates of
the Group II Mortgage Loans as of the
first day of the related Due Period,
weighted on the basis of the Stated
Principal Balances as of the first day of
the related Due Period.
UNCERTIFICATED REMIC III PASS-THROUGH RATE: With respect to REMIC
III
Regular Interest LTIII-AA, REMIC III
Regular Interest LTIII-IIA1, REMIC III
Regular Interest LTIII-IIA2, REMIC III
Regular Interest LTIII-IIA3, REMIC III
Regular Interest LTIII-IIA4,
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<PAGE>
REMIC III Regular Interest LTIII-IIA5,
REMIC III Regular Interest LTIII-IIM1,
REMIC III Regular Interest LTIII-IIM2,
REMIC III Regular Interest LTIII-IIM3 and
REMIC III Regular Interest LTII-IIZZ, a per
annum rate (but not less than zero)
equal to the weighted average of: (x) with
respect to REMIC II Regular Interest
LTII-2, the Uncertificated REMIC II
Pass-Through Rate for such REMIC II Regular
Interest for each such Distribution Date,
and (y) with respect to REMIC II
Regular Interest LTII-IO-A through REMIC II
Regular Interest LTII-IO-H for each
Distribution Date listed below, the
weighted average of the rates listed below
for each such REMIC II Regular Interest
listed below, weighted on the basis of
the Uncertificated Principal Balance of
each such REMIC II Regular Interest:
<TABLE>
<CAPTION>
DISTRIBUTION DATE REMIC I
REGULAR INTERESTS
RATE
-----------------
-------------------------
----
<S>
<C>
<C>
1
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
2
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
3
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
4
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
5
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
6
LTII-IO-A through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
7
LTII-IO-B through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
LTII-IO-A
Uncertificated REMIC II Pass-Through Rate
8
LTII-IO-B through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 4.50%
LTII-IO-A
Uncertificated REMIC II Pass-Through Rate
9
LTII-IO-B through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A
Uncertificated REMIC II Pass-Through Rate
10
LTII-IO-B through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A
Uncertificated REMIC II Pass-Through Rate
11
LTII-IO-C through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A and LTI-IO-B
Uncertificated REMIC II Pass-Through Rate
12
LTII-IO-C through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A and LTI-IO-B
Uncertificated REMIC II Pass-Through Rate
13
LTII-IO-C through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A and LTI-IO-B
Uncertificated REMIC II Pass-Through Rate
14
LTII-IO-D through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-C
Uncertificated REMIC II Pass-Through Rate
15
LTII-IO-D through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-C
Uncertificated REMIC II Pass-Through Rate
16
LTII-IO-E through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-D
Uncertificated REMIC II Pass-Through Rate
17
LTII-IO-B5 through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-D
Uncertificated REMIC II Pass-Through Rate
18
LTII-IO-E
through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-D
Uncertificated REMIC II Pass-Through Rate
19
LTII-IO-F through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-E
Uncertificated REMIC II Pass-Through Rate
20
LTII-IO-F through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-E
Uncertificated REMIC II Pass-Through Rate
21
LTII-IO-F through LTI-IO-H (a)
Uncertificated REMIC
II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-E
Uncertificated REMIC II Pass-Through Rate
22
LTII-IO-G and LTI-IO-H
(a) Uncertificated
REMIC II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-F
Uncertificated REMIC II Pass-Through Rate
23
LTII-IO-G and LTI-IO-H
(a) Uncertificated
REMIC II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-F
Uncertificated REMIC II Pass-Through Rate
24
LTII-IO-H
(a) Uncertificated
REMIC II Pass-Through Rate over (b) 3.50%
LTII-IO-A through LTI-IO-G
Uncertificated REMIC II Pass-Through Rate
25 and thereafter LTII-IO-A through LTI-IO-H
Uncertificated REMIC II Pass-Through Rate
</TABLE>
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<PAGE>
With respect to REMIC III Regular Interest
LTIII-IO-A, (i) for the first eight
distribution dates, 1.00% and (ii)
thereafter, 0.00%. With respect to REMIC III
Regular Interest LTIII-IO-B, (i) for the
first twenty-four distribution dates,
3.50% and (ii) thereafter, 0.00%.
UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC II Regular
Interests
and the REMIC III Regular Interests.
VOTING RIGHTS: The portion of the voting rights of all the
Certificates
that is allocated to any Certificate for
purposes of the voting provisions
hereunder. Voting Rights shall be allocated
(i) 90% to the Certificates (other
than the Class I-P, Class I-X, Class I-R,
Class II-A-IO, Class II-C, Class II-P
and the Class II-R Certificates), (ii) 3%
to the Class II-C Certificates, (iii)
1% to the Class II-P Certificates, (iv) 1%
to the Class I-R Certificates, (v) 1%
to the Class II-R Certificates, (vi) 1%
each of the Class I-X Certificates and
the Class I-P Certificates and (vii) 2% to
the Class II-A-IO Certificates until
the Distribution Date in February 2007 and
thereafter such percentage of voting
rights shall be allocated to the remaining
Classes of Group I Offered
Certificates and Group II Offered
Certificates with the allocation among the
Certificates other than the Class I-P,
Class I-X, Class I-R, Class II-A-IO,
Class II-C, Class II-P and Class II-R
Certificates to be in proportion to the
Certificate Principal Balance of each Class
relative to the Certificate
Principal Balance of all other such
Classes. Voting Rights will be allocated
among the Certificates of each such Class
in accordance with their respective
Percentage Interests.
Section 1.02. ALLOCATION OF CERTAIN INTEREST SHORTFALLS.
For purposes of calculating the amount of the Accrued
Certificate
Interest for the Group I Certificates
(other than the Class I-X, Class I-P and
Class I-R Certificates) for any
Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the
extent not covered by payments by the
Servicers pursuant to this Agreement, the
M&T Servicing Agreement or the
GreenPoint Servicing Agreement) and any
shortfalls resulting from application of
the Relief Act in respect of the Group I
Mortgage Loans for any Distribution
Date shall be allocated among the Classes
of Certificates in proportion to the
respective amounts of Accrued Certificate
Interest that would have been
allocated thereto in the absence of such
interest shortfalls.
For purposes of calculating the amount of the Interest
Distribution
Amount for the Group II Senior
Certificates, Group II Mezzanine Certificates and
Class II-C Certificates for any
Distribution Date, (1) the aggregate amount of
any Net Interest Shortfalls in respect of
the Group II Mortgage Loans for any
Distribution Date shall first reduce the
Interest Distribution Amount payable to
the Class II-C Certificates, second, reduce
the Interest Distribution Amount
payable to the Class II-M-3 Certificates,
third, reduce the Interest
Distribution Amount payable to the Class
II-M-2 Certificates, fourth, reduce the
Interest Distribution Amount payable to the
Class II-M-1 Certificates and fifth,
reduce the Interest Distribution Amount
payable to the Senior Certificates, on a
PRO RATA basis based on, and to the extent
of, one month's interest at the then
applicable respective Pass-Through Rate on
the respective Certificate Principal
Balance or Notional Amount, as applicable
of each such Certificate and (2) the
aggregate amount of any Realized Losses
allocated to the Group II Mezzanine
Certificates and Net WAC Rate Carryover
Amount paid to the Group II Senior
Certificates (other than the Class II-A-IO
Certificates) and the Group II
Mezzanine Certificates incurred for any
Distribution Date shall be allocated to
the Class II-C
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<PAGE>
Certificates based on, and to the extent
of, one month's interest at the then
applicable Pass-Through Rate on the
Certificate Principal Balance thereof on any
Distribution Date.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC II Regular Interests
for any Distribution Date, the
aggregate amount of any Net Interest
Shortfalls incurred in respect of the Group
II Mortgage Loans for any Distribution Date
shall be allocated first, to REMIC I
Regular Interest LTII-2 and REMIC II
Regular Interest LTII-IIP, to the extent of
one month's interest at the then applicable
respective Uncertificated REMIC I
Pass-Through Rate on the Uncertificated
Principal Balance of each such REMIC II
Regular Interest; and then, to REMIC II
Regular Interest LTII-IO-A, REMIC II
Regular Interest LTII-IO-B, REMIC II
Regular Interest LTII-IO-C, REMIC II
Regular Interest LTII-IO-D, REMIC II
Regular Interest LTII-IO-E, REMIC II
Regular Interest LTII-IO-F, REMIC II
Regular Interest LTII-IO-G and REMIC II
Regular Interest LTII-IO-H, in each case to
the extent of one month's interest
at the then applicable respective
Uncertificated REMIC II Pass-Through Rate on
the respective Uncertificated Principal
Balance of each such REMIC II Regular
Interest.
For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC III Regular
Interests for any Distribution Date, the
aggregate amount of any Net Interest
Shortfalls incurred in respect of the Group
II Mortgage Loans for any Distribution Date
shall be allocated among REMIC III
Regular Interest LTIII-AA, REMIC III
Regular Interest LTIII-IIA1, REMIC III
Regular Interest LTIII-IIA2, REMIC III
Regular Interest LTIII-IIA3, REMIC III
Regular Interest LTIII-IIA4, REMIC III
Regular Interest LTIII-IIA5, REMIC III
Regular Interest LTIII-IIM1, REMIC III
Regular Interest LTIII-IIM2, REMIC III
Regular Interest LTIII-IIM3 and REMIC III
Regular Interest LTIII-IIZZ, pro rata
based on, and to the extent of, one month's
interest at the then applicable
respective Uncertificated REMIC III
Pass-Through Rate on the respective
Uncertificated Principal Balance of each
such REMIC III Regular Interest.
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<PAGE>
ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
Section 2.01. CONVEYANCE OF TRUST FUND.
The Seller hereby sells, transfers, assigns, sets over and
otherwise
conveys to the Depositor, without recourse,
all the right, title and interest of
the Seller in and to the assets in the
Trust Fund.
The Seller has entered into this Agreement in consideration for
the
purchase of the Mortgage Loans by the
Depositor and has agreed to take the
actions specified herein.
The Depositor, concurrently with the execution and delivery
hereof,
hereby sells, transfers, assigns, sets over
and otherwise conveys to the Trustee
for the use and benefit of the
Certificateholders, without recourse, all the
right, title and interest of the Depositor
in and to the Trust Fund.
Concurrently with the execution and delivery of this Agreement,
the
Depositor does hereby assign to the Trustee
all of its rights and interest under
the Mortgage Loan Purchase Agreement, and
all rights of the Seller and the
Depositor under the M&T Servicing
Agreement and the GreenPoint Servicing
Agreement to the extent of the Mortgage
Loans sold under the Mortgage Loan
Purchase Agreement. The Trustee hereby
accepts such assignment, and shall be
entitled to exercise all rights of the
Depositor under the Mortgage Loan
Purchase Agreement as if, for such purpose,
it were the Depositor. The foregoing
sale, transfer, assignment, set-over,
deposit and conveyance does not and is not
intended to result in creation or
assumption by the Trustee of any obligation of
the Depositor, the Seller or any other
Person in connection with the Mortgage
Loans, the M&T Servicing Agreement, the
GreenPoint Servicing Agreement or any
other agreement or instrument relating
thereto except as specifically set forth
herein. Any monetary obligation of the
Seller as the purchaser or owner under
the M&T Servicing Agreement to M&T
as Servicer and any monetary obligation of
the Seller as the purchaser or owner under
the GreenPoint Servicing Agreement to
GreenPoint as Servicer following the
Closing Date shall be satisfied by the
Trustee, as assignee of the Seller, only
from funds then on deposit in the
Distribution Accounts.
In connection with such sale, the Depositor does hereby deliver to,
and
deposit with the Custodian pursuant to the
Custodial Agreement the documents
with respect to each Mortgage Loan as
described under Section 2 of the Custodial
Agreement (the "Mortgage Loan Documents").
In connection with such delivery and
as further described in the Custodial
Agreement, the Custodian will be required
to review such Mortgage Loan Documents and
deliver to the Trustee, the
Depositor, the Servicers and the Seller
certifications (in the forms attached to
the Custodial Agreement) with respect to
such review with exceptions noted
thereon. In addition, under the Custodial
Agreement the Depositor will be
required to cure certain defects with
respect to the Mortgage Loan Documents for
the related Mortgage Loans after the
delivery thereof by the Depositor to the
Custodian as more particularly set forth
therein.
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<PAGE>
Notwithstanding anything to the contrary contained herein, the
parties
hereto acknowledge that the functions of
the Trustee with respect to the
custody, acceptance, inspection and release
of the Mortgage Files and
preparation and delivery of the
certifications shall be performed by the
Custodian pursuant to the terms and
conditions of the Custodial Agreement.
The Depositor shall deliver or cause to be delivered to the
Servicers
copies of all trailing documents required
to be included in the related Mortgage
File at the same time the originals or
certified copies thereof are delivered to
the Custodian, such documents including the
mortgagee policy of title insurance
and any Mortgage Loan Documents upon return
from the recording office. The
Servicers shall not be responsible for any
custodian fees or other costs
incurred in obtaining such documents and
the Depositor shall cause the Servicers
to be reimbursed for any such costs the
Servicers may incur in connection with
performing its obligations under this
Agreement, the M&T Servicing Agreement and
the GreenPoint Servicing Agreement.
Section 2.02. ACCEPTANCE OF THE MORTGAGE LOANS.
(a) Based on the initial trust receipt received by it from the
Custodian pursuant to the Custodial
Agreement, the Trustee acknowledges receipt,
subject to the provisions of Section 2.01
hereof and Section 2 of the Custodial
Agreement, of the Mortgage Loan Documents
and all other assets included in the
definition of "REMIC I" and "REMIC II"under
clauses (i), (ii) (iii), (v) and
(vi) (to the extent of amounts deposited
into the related Distribution Account)
and declares that it holds (or the
Custodian on its behalf holds) and will hold
such documents and the other documents
delivered to it constituting a Mortgage
Loan Document, and that it holds (or the
Custodian on its behalf holds) or will
hold all such assets and such other assets
included in the definition of "REMIC
I" and "REMIC II" in trust for the
exclusive use and benefit of all present and
future Group I Certificateholders and Group
II Certificateholders.
(b) In conducting the review of the Mortgage Files in accordance
with
the Custodial Agreement, the Custodian on
the Trustee's behalf will ascertain
whether all required documents have been
executed and received and whether those
documents relate to the Mortgage Loans
identified in Exhibit B to this
Agreement, as supplemented. If the
Custodian finds any document constituting
part of the Mortgage File not to have been
executed or received, or to be
unrelated to the Mortgage Loans identified
in Exhibit B, the Seller shall
correct or cure any such defect or, if
prior to the end of the second
anniversary of the Closing Date, the Seller
may substitute for the related
Mortgage Loan a Replacement Mortgage Loan,
which substitution shall be
accomplished in the manner and subject to
the conditions set forth in Section
2.03 or shall deliver to the Trustee an
Opinion of Counsel to the effect that
such defect does not materially or
adversely affect the interests of the
Certificateholders in such Mortgage Loan
within 60 days from the date of notice
from the Trustee of the defect and if the
Seller fails to correct or cure the
defect or deliver such opinion within such
period, the Seller will, subject to
Section 2.03, within 90 days from the
notification of the Trustee purchase such
Mortgage Loan at the Purchase Price;
provided, however, that if such defect
relates solely to the inability of the
Seller to deliver the Mortgage,
assignment thereof to the Trustee, or
intervening assignments thereof with
evidence of recording thereon because such
documents have been submitted for
recording and have not been returned by the
applicable jurisdiction, the Seller
shall not be required to purchase such
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<PAGE>
Mortgage Loan if the Seller delivers such
documents promptly upon receipt, but
in no event later than 360 days after the
Closing Date.
(c) No later than 180 days after the Closing Date, the Custodian on
the
Trustee's behalf will review, for the
benefit of the Certificateholders, the
Mortgage Files and will execute and deliver
or cause to be executed and
delivered to the Seller and the Trustee, a
final trust receipt substantially in
the form annexed to the Custodial
Agreement. In conducting such review, the
Custodian on the Trustee's behalf and in
accordance with the terms of the
Custodial Agreement will ascertain whether
each document required to be recorded
has been returned from the recording office
with evidence of recording thereon
and the Custodian on the Trustee's behalf
has received either an original or a
copy thereof, as required in the Custodial
Agreement. If the Custodian finds
that any document with respect to a
Mortgage Loan has not been received, or is
unrelated to the Mortgage Loans identified
in Exhibit B or appears to be
defective on its face, the Custodian shall
note such defect in the exception
report attached the final trust receipt
issued pursuant to the Custodial
Agreement and the Seller shall correct or
cure any such defect or, if prior to
the end of the second anniversary of the
Closing Date, the Seller may substitute
for the related Mortgage Loan a Replacement
Mortgage Loan, which substitution
shall be accomplished in the manner and
subject to the conditions set forth in
Section 2.03 or shall deliver to the
Trustee an Opinion of Counsel to the effect
that such defect does not materially or
adversely affect the interests of
Certificateholders in such Mortgage Loan
within 60 days from the date of notice
from the Trustee of the defect and if the
Seller is unable within such period to
correct or cure such defect, or to
substitute the related Mortgage Loan with a
Replacement Mortgage Loan or to deliver
such opinion, the Seller shall, subject
to Section 2.03, within 90 days from the
notification of the Trustee, purchase
such Mortgage Loan at the Purchase Price;
provided, however, that if such defect
relates solely to the inability of the
Seller to deliver the Mortgage,
assignment thereof to the Trustee or
intervening assignments thereof with
evidence of recording thereon, because such
documents have not been returned by
the applicable jurisdiction, the Seller
shall not be required to purchase such
Mortgage Loan, if the Seller delivers such
documents promptly upon receipt, but
in no event later than 360 days after the
Closing Date.
(d) In the event that a Mortgage Loan is purchased by the Seller
in
accordance with subsections 2.02(a) or (b)
above or Section 2.03, the Seller
shall remit the applicable Purchase Price
to the Trustee for deposit in the
related Distribution Account and shall
provide written notice to the Trustee
detailing the components of the Purchase
Price, signed by an authorized officer.
Upon deposit of the Purchase Price in the
related Distribution Account and upon
receipt of a request for release (in the
form attached to the Custodial
Agreement) with respect to such Mortgage
Loan, the Custodian, on behalf of the
Trustee, will release to the Seller the
related Mortgage File and the Trustee
shall execute and deliver all instruments
of transfer or assignment, without
recourse, furnished to it by the Seller, as
are necessary to vest in the Seller
title to and rights under the Mortgage
Loan. Such purchase shall be deemed to
have occurred on the date on which the
deposit into the Distribution Account was
made. The Trustee shall promptly notify the
Rating Agencies of such repurchase.
The obligation of the Seller to cure,
repurchase or substitute for any Mortgage
Loan as to which a defect in a constituent
document exists shall be the sole
remedies respecting such defect available
to the Certificateholders or to the
Trustee on their behalf. The Seller shall
promptly reimburse the Trustee for any
expenses incurred by the Trustee in respect
of enforcing the remedies for such
breach.
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<PAGE>
(e) The Seller shall deliver to the Custodian the Mortgage Note
and
other documents constituting the Mortgage
File with respect to any Replacement
Mortgage Loan, which the Custodian will
review as provided in the Custodial
Agreement, provided, that the Closing Date
referred to therein shall instead be
the date of delivery of the Mortgage File
with respect to each Replacement
Mortgage Loan.
Section 2.03. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GMACM
AND
THE SELLER.
(a) GMACM hereby represents and warrants to, and covenants with,
the
Seller, the Depositor and the Trustee as
follows, as of the Closing Date:
(i) It is duly organized and is validly existing and
in good standing under the laws of the Commonwealth of Pennsylvania
and
is duly authorized and qualified to transact any and all
business
contemplated by this Agreement to be conducted by it in any state
in
which a Mortgaged
Property relating to a GMACM Mortgage Loan is located
or is otherwise not required under applicable law to effect
such
qualification and, in any event, is in compliance with the
doing
business laws of any such state, to the extent necessary to ensure
its
ability to service the GMACM Mortgage Loans in accordance with
the
terms of this Agreement and to perform any of its other
obligations
under this Agreement in accordance with the terms hereof.
(ii) It has the full corporate power and authority to
service each GMACM Mortgage Loan, and to execute, deliver and
perform,
and to enter into and consummate the transactions contemplated by
this
Agreement and
has duly authorized by all necessary corporate action on
its part the execution, delivery and performance of this Agreement;
and
this Agreement, assuming the due authorization, execution and
delivery
hereof by the other parties hereto, constitutes its legal, valid
and
binding obligation, enforceable against it in accordance with
its
terms, except that (a) the enforceability hereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar
laws
relating to creditors' rights generally and (b) the remedy of
specific
performance and injunctive and other forms of equitable relief may
be
subject to equitable defenses and to the discretion of the court
before
which any proceeding therefor may be brought and further subject
to
public policy with respect to indemnity and contribution under
applicable securities law.
(iii) The execution and delivery of this Agreement by
it, the servicing of the GMACM Mortgage Loans by it under this
Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or
compliance
with the terms
hereof are in its ordinary course of business and will
not (A) result in a material breach of any term or provision of
its
charter or by-laws or (B) materially conflict with, result in a
material breach, violation or acceleration of, or result in a
material
default under, the terms of any other material agreement or
instrument
to which it is a party or by which it may be bound, or (C)
constitute a
material violation of any statute, order or regulation applicable
to it
of any court, regulatory body, administrative agency or
governmental
body having jurisdiction over it; and it is not in breach or
violation
of any material indenture or other material agreement or
instrument,
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<PAGE>
or in violation of any statute, order or regulation of any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction over it which breach or violation may materially
impair
its ability to perform or meet any of its obligations under
this
Agreement.
(iv) It is an approved servicer of conventional
mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to
sections 203 and 211 of the National Housing Act.
(v) No litigation is pending or, to the best of its
knowledge, threatened in writing, against it that would materially
and
adversely affect the execution, delivery or enforceability of
this
Agreement or its ability to service the GMACM Mortgage Loans or
to
perform any of its other obligations under this Agreement in
accordance
with the terms hereof.
(vi) No consent, approval, authorization or order of
any court or governmental agency or body is required for its
execution,
delivery and performance of, or compliance with, this Agreement or
the
consummation of the transactions contemplated hereby, or if any
such
consent, approval, authorization or order is required, it has
obtained
the same.
(vii) GMACM has accurately and fully reported, and
will continue to accurately and fully report its borrower credit
files
to each of the credit repositories in a timely manner materially
in
accordance with the Fair Credit Reporting Act and its
implementing
legislation.
(viii) GMACM is a member of MERS in good standing,
and will comply in all material respects with the rules and
procedures
of MERS in connection with the servicing of the GMACM Mortgage
Loans
that are registered with MERS.
(ix) GMACM will not waive any Prepayment Charge with
respect to a GMACM Mortgage Loan unless it is waived in accordance
with
the standard set forth
in Section 3.01.
If the covenant of GMACM set forth in
Section 2.03(a)(ix) above is breached by
GMACM, GMACM will pay the amount of such
waived Prepayment Charge, for the
benefit of the Holders of the Class I-P
Certificates if such breach is related
to a Group I Mortgage Loan or the Class
II-P Certificates if such breach is
related to a Group II Mortgage Loan, by
depositing such amount into the
Custodial Account within 90 days of the
earlier of discovery by GMACM or receipt
of notice by GMACM of such breach.
Notwithstanding the foregoing, or anything to
the contrary contained in this Agreement,
GMACM shall have no liability for a
waiver of any Prepayment Charge in the
event that GMACM's determination to make
such a waiver was made by GMACM in reliance
on information properly received by
GMACM from any Person in accordance with
the terms of this Agreement.
(b) The Seller hereby represents and warrants to and covenants
with, the Depositor, GMACM and the Trustee
as follows, as of the Closing Date:
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<PAGE>
(i) The Seller is duly organized, validly existing
and in good standing under the laws of the State of Delaware and
is
duly authorized and qualified to transact any and all business
contemplated by this Agreement to be conducted by the Seller in
any
state in which a Mortgaged Property is located or is otherwise
not
required under applicable law to effect such qualification and, in
any
event, is in compliance with the doing business laws of any such
state,
to the extent necessary to ensure its ability to enforce each
Mortgage
Loan, to sell the Mortgage Loans in accordance with the terms of
this
Agreement and to perform any of its other obligations under
this
Agreement in accordance with the terms hereof.
(ii) The Seller has the full corporate power and
authority to sell each Mortgage Loan, and to execute, deliver
and
perform, and to enter into and consummate the transactions
contemplated
by this Agreement and has duly authorized by all necessary
corporate
action on the part of the Seller the execution, delivery and
performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery hereof by the other
parties
hereto, constitutes a legal, valid and binding obligation of
the
Seller, enforceable against the Seller in accordance with its
terms,
except that (a) the enforceability hereof may be limited by
bankruptcy,
insolvency, moratorium, receivership and other similar laws
relating to
creditors' rights generally and (b) the remedy of specific
performance
and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which
any
proceeding therefor may be brought and further subject to public
policy
with respect to indemnity and contribution under applicable
securities
law.
(iii) The execution and delivery of this Agreement by
the Seller, the sale of the Mortgage Loans by the Seller under
this
Agreement, the consummation of any other of the transactions
contemplated by this Agreement, and the fulfillment of or
compliance
with the terms hereof are in the ordinary course of business of
the
Seller and will not (A) result in a material breach of any term
or
provision of the charter or by-laws of the Seller or (B)
materially
conflict with, result in a material breach, violation or
acceleration
of, or result in a material default under, the terms of any
other
material agreement or instrument to which the Seller is a party or
by
which it may be bound, or (C) constitute a material violation of
any
statute, order or regulation applicable to the Seller of any
court,
regulatory body, administrative agency or governmental body
having
jurisdiction over the Seller; and the Seller is not in breach
or
violation of any material indenture or other material agreement
or
instrument, or in violation of any statute, order or regulation of
any
court, regulatory body, administrative agency or governmental
body
having jurisdiction over it which breach or violation may
materially
impair the Seller's ability to perform or meet any of its
obligations
under this Agreement.
(iv) The Seller is an approved seller of conventional
mortgage loans for Fannie Mae or Freddie Mac and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to
sections 203 and 211 of the National Housing Act.
(v) No litigation is pending or, to the best of the
Seller's knowledge, threatened, against the Seller that would
materially and adversely affect the execution,
