EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
Company,
GMAC MORTGAGE CORPORATION,
Servicer
and
WELLS FARGO BANK, N.A,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of April 28, 2005
GMACM Mortgage Loan Trust 2005-AA1
Residential Asset Mortgage Products, Inc.
GMACM Mortgage Pass-Through Certificates, Series 2005-AA1
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS...............................................................3
Section 1.01.
Definitions.......................................................3
Section 1.02. Use of Words and
Phrases.........................................39
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES..........39
Section 2.01. Conveyance of
Mortgage Loans.....................................39
Section 2.02. Acceptance by
Trustee............................................43
Section 2.03. Representations,
Warranties and Covenants of the Servicer........44
Section 2.04. Representations
and Warranties of the Seller.....................45
Section 2.05.
Execution
and Authentication of Certificates.....................46
Section 2.06. Purposes and
Powers of the Trust Fund............................46
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...........................47
Section 3.01. Servicer to Act
as Servicer......................................47
Section 3.02. Subservicing
Agreements Between Servicer and Subservicers;
Enforcement of Subservicers' and Seller's
Obligations............48
Section 3.03. Successor
Subservicers...........................................48
Section 3.04. Liability of the
Servicer........................................48
Section 3.05. No Contractual
Relationship Between Subservicer and Trustee
or
Certificateholders............................................49
Section 3.06. Assumption or
Termination of Subservicing Agreements by
Trustee..........................................................49
Section 3.07. Collection of
Certain Mortgage Loan Payments; Deposits to
Custodial
Account................................................49
Section 3.08. Subservicing
Accounts; Servicing Accounts........................51
Section 3.09. Access to
Certain Documentation and Information Regarding
the Mortgage
Loans...............................................52
Section 3.10. Permitted
Withdrawals from the Custodial Account.................52
Section 3.11. Maintenance of
the Primary Insurance Policies; Collections
Thereunder.......................................................54
Section 3.12. Maintenance of
Hazard Insurance and Omissions and Fidelity
Coverage.........................................................55
Section 3.13. Enforcement of
Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain
Assignments.....................56
Section 3.14. Realization Upon
Defaulted Mortgage Loans........................58
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Section 3.15. Trustee to
Cooperate; Release of Mortgage Notes..................60
Section 3.16. Servicing and
Other Compensation; Compensating Interest..........61
Section 3.17. Periodic Filings
with the Securities and Exchange
Commission; Additional
Information...............................62
Section 3.18. Annual Statement
as to Compliance................................63
Section 3.19. Annual
Independent Public Accountants' Servicing Report..........63
Section 3.20. Rights of the
Company in Respect of the Servicer.................63
Section 3.21. Administration
of Buydown Funds..................................64
Section 3.22. Advance
Facility.................................................64
ARTICLE IV
PAYMENTS TO
CERTIFICATEHOLDERS...........................................65
Section 4.01. Payment
Account..................................................65
Section 4.02.
Distributions....................................................65
Section 4.03. Statements to
Certificateholders.................................71
Section 4.04. Distribution of
Reports to the Trustee and the Company;
Advances by the
Servicer.........................................72
Section 4.05. Allocation of
Realized Losses....................................73
Section 4.06. Reports of
Foreclosures and Abandonment of Mortgaged Property....74
Section 4.07. Optional
Purchase of Defaulted Mortgage Loans....................74
ARTICLE V
THE
CERTIFICATES.........................................................75
Section 5.01. The
Certificates.................................................75
Section 5.02. Registration of
Transfer and Exchange of Certificates............76
Section 5.03. Mutilated,
Destroyed, Lost or Stolen Certificates................81
Section 5.04. Persons Deemed
Owners............................................81
Section 5.05. Appointment of
Paying Agent......................................81
Section 5.06. Optional
Purchase of Certificates................................82
ARTICLE VI
THE COMPANY AND THE
SERVICER.............................................83
Section 6.01. Respective
Liabilities of the Company and the Servicer...........83
Section 6.02. Merger or
Consolidation of the Company or the Servicer;
Assignment of Rights and Delegation of Duties by
Servicer........83
Section 6.03. Limitation on
Liability of the Company, the Servicer and
Others...........................................................84
Section 6.04. Company and
Servicer Not to Resign...............................84
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ARTICLE VII
DEFAULT..................................................................85
Section 7.01. Events of
Default................................................85
Section 7.02. Trustee to Act;
Appointment of Successor.........................86
Section 7.03. Notification to
Certificateholders...............................88
Section 7.04. Waiver of Events
of Default......................................88
ARTICLE VIII CONCERNING
THE
TRUSTEE...................................................88
Section 8.01. Duties of
Trustee................................................88
Section 8.02. Certain Matters
Affecting the Trustee............................90
Section 8.03. Trustee Not
Liable for Certificates or Mortgage Loans............91
Section 8.04. Trustee May Own
Certificates.....................................91
Section 8.05. Servicer to Pay
Trustee's Fees and Expenses; Indemnification.....91
Section 8.06. Eligibility
Requirements for Trustee.............................92
Section 8.07. Resignation and
Removal of the Trustee...........................92
Section 8.08. Successor
Trustee................................................93
Section 8.09. Merger or
Consolidation of Trustee...............................94
Section 8.10. Appointment of
Co-Trustee or Separate Trustee....................94
Section 8.11. Appointment of
Custodians........................................95
Section 8.12. Appointment of
Office or Agency..................................95
ARTICLE IX
TERMINATION..............................................................95
Section 9.01. Termination Upon
Purchase by the Servicer or Liquidation of
All Mortgage
Loans...............................................95
Section 9.02. Additional
Termination Requirements..............................97
ARTICLE X
REMIC
PROVISIONS.........................................................98
Section 10.01. REMIC
Administration.............................................98
Section 10.02. Servicer, REMIC
Administrator and Trustee Indemnification.......101
Section 10.03. Designation of
REMIC(s).........................................101
Section 10.04. Distributions on REMIC
I Regular Interests and REMIC II
Regular
Interests...............................................102
Section 10.05. Compliance with
Withholding Requirements........................102
ARTICLE XI
MISCELLANEOUS
PROVISIONS................................................102
Section 11.01.
Amendment.......................................................102
Section 11.02. Recordation of
Agreement; Counterparts..........................104
Section 11.03. Limitation on Rights
of Certificateholders......................104
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Section 11.04. Governing
Law...................................................105
Section 11.05.
Notices.........................................................105
Section 11.06. Required Notices to
Rating Agency and Subservicer...............106
Section 11.07. Severability of
Provisions......................................106
Section 11.08. Supplemental
Provisions for Resecuritization....................106
Section 11.09. Allocation of Voting
Rights.....................................107
Section 11.10.
Non-Petition....................................................107
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EXHIBITS
Exhibit A: Form of Class A
Certificate
Exhibit B: Form of Class M
Certificate
Exhibit C: Form of Class B
Certificate
Exhibit D: Form of Class R
Certificate
Exhibit E-1: Mortgage Loan Schedule for Loan
Group 1
Exhibit E-2: Mortgage Loan Schedule for Loan
Group 2
Exhibit F: Form of Request for
Release
Exhibit G-1: Form of Transfer Affidavit and
Agreement
Exhibit G-2: Form of Transferor Certificate
Exhibit H: Form of Investor
Representation Letter
Exhibit I: Form of Transferor
Representation Letter
Exhibit J: Form of Rule 144A
Investment Representation Letter
Exhibit K: Form of Lender
Certification for Assignment of Mortgage Loan
Exhibit L: Information to be
Included in Monthly Distribution Date Statement
Exhibit M: Form of Custodian
Certification
Exhibit N-1 Form of Form 10-K
Certification
Exhibit N-2 Form of Back-Up
Certification to Form 10-K Certificate
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This is the Pooling and Servicing Agreement, dated as of April 28, 2005
(the "Pooling and Servicing Agreement" or
"Agreement"), among
RESIDENTIAL ASSET
MORTGAGE PRODUCTS, INC., as the company (together
with its permitted successors
and assigns, the "Company"), GMAC MORTGAGE CORPORATION, as servicer (together
with its permitted successors and assigns, the "Servicer"), and WELLS FARGO
BANK, N.A., an association organized under the laws of the United
States, as
Trustee (together with its permitted
successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage-backed pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in eleven
Classes,
which in the aggregate will evidence the
entire beneficial ownership interest in
the Mortgage Loans (as defined herein) and
certain other related assets.
REMIC I
As provided herein,
the REMIC Administrator will make an election to
treat the segregated pool of assets
consisting of the Mortgage Loans and certain
other related assets 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."
Component I of the
Class 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 designation,
remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial
Uncertificated Principal Balance for each of the
"regular interests" in REMIC I
(the "REMIC I Regular Interests"). The "latest possible maturity date"
(determined solely for purposes of
satisfying Treasury regulation Section 1.860G
1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the Maturity Date. None
of the REMIC I Regular Interests will be
certificated.
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CLASS
DESIGNATION FOR
EACH REMIC I
REGULAR INTEREST
AND COMPONENT I
INITIAL CLASS
OF THE CLASS R TYPE
OF
CERTIFICATE
PRINCIPAL
FINAL MATURITY
CERTIFICATES
INTEREST INTEREST
RATE
BALANCE
DATE*
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Class Y-1
Regular
Variable(1)
$86,886.22
May 2035
Class Y-2
Regular
Variable(2)
$45,889.17
May 2035
Class Z-1
Regular
Variable(1)
$173,685,544.79
May 2035
Class Z-2
Regular
Variable(2)
$91,735,784.76
May 2035
Component I
of the Class R+ Residual
Variable(1)
$ 100.00
May 2035
</TABLE>
* The Distribution
Date in the specified
month, which is the
month following
the month the latest
maturing Mortgage Loan in the related Group
matures.
For federal income tax purposes, for each Class of REMIC I Regular
and
Residual Interests, the "latest possible maturity
date" shall be the Final
Maturity Date.
+ Component I of the Class R Certificates is entitled to receive the
applicable Residual
Distribution Amount and any Excess Liquidation Proceeds.
(1) Interest distributed to the REMIC I Regular
Interests Y-1 and Z-1
and the
Component I of the
Class R Certificates on each Distribution Date will have
accrued at the
weighted average of the Net Pass-Through Rates for the Group
1 Loans on the
applicable Class Principal Balance outstanding immediately
before such
Distribution Date.
(2) Interest distributed to the REMIC I Regular
Interests Y-2 and Z-2
on each
Distribution
Date will have
accrued at the weighted average of the Net
Pass-Through
Rates for the Group 2
Loans on the applicable Class Principal
Balance outstanding
immediately before such Distribution Date.
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REMIC II
As provided
herein, the REMIC Administrator will elect to treat the
segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as REMIC II. Component II of the
Class R Certificates
will represent
the sole Class of "residual interests" in REMIC II for purposes of the REMIC
Provisions under federal income tax law. The
following table
irrevocably sets
forth the designation, Pass Through Rate, aggregate Initial Certificate
Principal Balance, certain features and Month of
Final Scheduled
Distribution
Date for each Class of Certificates comprising the interests representing
"regular interests" in REMIC II. The
"latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
Regulation
Section
1.860G-1(a)(4)(iii)) for each Class of REMIC II Regular
Certificates
shall be
the Maturity Date.
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CLASS DESIGNATION
AGGREGATE
FOR EACH REMIC II
INITIAL
REGULAR INTEREST
CERTIFICATE
FINAL
AND COMPONENT II
PRINCIPAL
SCHEDULED
OF THE CLASS R TYPE OF PASS-THROUGH
BALANCE/NOTIONAL
DISTRIBUTION
CERTIFICATES INTEREST
RATE
AMOUNT
FEATURES
DATE
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Class 1-A-1
Regular
Variable
$161,608,000 Senior,
Pass-Through May
2035
Class 2-A-1
Regular
Variable
$76,903,000 Senior,
Pass-Through May
2035
Class 2-A-2
Regular
Variable
$
8,454,000 Senior,
Pass-Through May
2035
Class M-1
Regular Variable
$
7,966,000
Subordinate
May 2035
Class M-2
Regular Variable
$
3,320,000
Subordinate
May 2035
Class M-3
Regular Variable
$
2,523,000
Subordinate
May 2035
Class B-1
Regular Variable
$
1,991,000
Subordinate
May 2035
Class B-2
Regular Variable
$
1,594,000
Subordinate
May 2035
Class B-3
Regular Variable $
1,195,105
Subordinate
May 2035
Component II
of the Class R(3) Residual
-----
$ 100
Senior/Residual
</TABLE>
_______________
(1) The Class 1-A-1 and Class R
Certificates will accrue interest at a per annum
rate equal to the Group 1 Net WAC Rate.
The Class 2-A-1 and Class 2-A-2
Certificates
will accrue
interest at a per
annum rate equal to the Group 2
Net WAC Rate.
(2) The Class M-1 Certificates,
Class M-2
Certificates, Class M-3 Certificates,
Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates
will accrue
interest at a per
annum rate equal to the weighted average of
(i) the Group 1 Net
WAC Rate and (ii) the
related Group 2 Net
WAC, in each
case, weighted on the
basis of the related Subordinate Component.
(3) Component II of the Class R Certificates shall be entitled to receive
the
applicable
Residual Distribution Amount. Component II of the Class R
Certificates
shall not be entitled
to receive any distributions of interest
or principal.
2
<PAGE>
In consideration of the mutual agreements herein contained, the
Company,
the Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases,
unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution
Date and
any Class of Certificates, interest accrued during the
related Interest Accrual
Period at the related Pass-Through Rate on the Certificate
Principal Balance
thereof immediately prior to such Distribution Date. Accrued Certificate
Interest on each Class of Certificates will be calculated on the basis of a
360-day year, consisting of twelve 30-day
months.
With respect to each Distribution Date, Accrued Certificate
Interest on
any Class of Certificates will be reduced
by the amount of:
(i)
Prepayment Interest
Shortfalls
on the Mortgage Loans in the
related Loan Group prepaid during the prior calendar month and,
in the case of a Principal Prepayment in Full, during the
related
Prepayment Period (to
the extent not offset by the Servicer with
a payment of Compensating Interest),
(ii)
the interest portion
(adjusted to the Net
Mortgage Rate (or the
Modified Net
Mortgage Rate in the case of a Modified
Mortgage
Loan)) of Realized
Losses on the Mortgage
Loans in the
related
Loan Group (including Excess Special Hazard Losses, Excess Fraud
Losses, Excess
Bankruptcy Losses and
Extraordinary Losses)
not
allocated solely to
one or more specific Classes of Certificates
pursuant to Section 4.05,
(iii)
the interest portion
of Advances that were
made with respect to
delinquencies related
to Mortgage Loans or
REO Property in
the
related Loan Group that were ultimately determined to be Excess
Special Hazard Losses,
Excess Fraud Losses,
Excess Bankruptcy
Losses or Extraordinary Losses, and
(iv)
any other interest shortfalls on the Mortgage Loans in the
related Loan Group not covered by the subordination provided by
the Class M
Certificates
and Class B
Certificates,
including
interest that is not collectible from the Mortgagor pursuant to
the Relief Act,
with the Senior Percentage of all such
reductions with
respect to the Mortgage
Loans in a Loan Group being allocated
among the related
Senior Certificates
in
proportion to the amounts of Accrued Certificate Interest payable from the
related Loan Group on such Distribution Date absent such reductions,
with the
remainder of such reductions allocated among the holders of the Class M
Certificates and Class B Certificates on
the basis of their
respective amounts
of Accrued Certificate Interest that would have been payable on such
Distribution Date absent such reductions. In addition to that portion of the
reductions described in the preceding
sentence that are
allocated to any Class
of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest
portion (adjusted to the
Net Mortgage Rate) of Realized Losses that
are allocated solely to such Class of
Class B Certificates or such Class of Class M
Certificates pursuant
to Section
4.05.
3
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Adjustment Date: With respect to each Mortgage Loan, each date set
forth
in the related Mortgage Note on which an
adjustment to the interest rate on such
Mortgage Loan becomes effective.
Advance: As to any
Mortgage Loan,
any advance
made by the
Servicer,
pursuant to Section 4.04.
Affiliate: With
respect to any Person,
any other Person
controlling,
controlled by or under common control with such first Person.
For the purposes
of this definition, "control" means the power to direct
the management and
policies of such Person, directly or indirectly,
whether through the
ownership
of voting securities, by contract or otherwise; and the
terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Aggregate Subordinate Percentage: With respect to any Distribution
Date,
the percent equivalent of a fraction, the numerator of which is the
aggregate
Certificate Principal Balance of the
Subordinate
Certificates immediately prior
to such Distribution Date and the denominator of which is the Pool Stated
Principal Balance as of such Distribution
Date.
Amount Held for Future
Distribution: With
respect to any
Distribution
Date and with respect to each Loan Group,
the total of the
amounts held in the
Custodial Account at the close of business
on the related
Determination Date on
account of (i) Liquidation Proceeds,
Subsequent Recoveries,
Insurance Proceeds,
Curtailments, Mortgage Loan purchases made pursuant to Section 2.02,
2.04 or
4.07 and Mortgage Loan substitutions made pursuant to Section 2.04
received or
made in the month of such Distribution Date (other than such Liquidation
Proceeds, Insurance Proceeds, Subsequent Recoveries and purchases of
Mortgage
Loans that the Servicer has deemed to have
been received in the preceding month
in accordance with Section 3.07(b)),
and Principal
Prepayments in Full received
or made after the related Prepayment Period, and (ii) payments which
represent
early receipt of scheduled payments of principal and interest
due on a date or
dates subsequent to the related Due
Date.
Appraised Value:
As to any Mortgaged
Property, the lesser of (i) the
appraised value of such Mortgaged
Property based upon
the appraisal made at the
time of the origination of the related
Mortgage Loan, and
(ii) the sales price
of the Mortgaged Property at such time of
origination, except in
the case of a
Mortgaged Property securing a refinanced or modified
Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of
refinancing or
modification,
as the
case may be, provided that if permitted by
the applicable underwriting standards
of GMACM, the Appraised Value shall be the value of the
Mortgaged Property
as
stated by the Mortgagor.
Assignment:
An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect
of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment of Proprietary Lease: With respect to a Cooperative
Loan, the
assignment of the related Cooperative Lease
from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: With respect to any Distribution
Date and
each Loan Group, an amount equal to (a) the sum of (i) the
amount relating to
the Mortgage Loans on deposit in the Custodial Account as of the close of
business on the immediately preceding Determination Date, including any
Subsequent Recoveries, and amounts deposited in the Custodial Account in
connection with the substitution of
Qualified Substitute
Mortgage Loans,
(ii)
the amount of any Advance made on the immediately preceding Payment Account
Deposit Date, (iii) any amount deposited in the Payment Account
on the related
4
<PAGE>
Payment Account Deposit Date pursuant to the second paragraph of Section
3.12(a), (iv) any amount deposited in the Payment Account
pursuant to
Section
4.07, and (v) any amount that the Servicer
is not permitted to withdraw from the
Custodial Account pursuant to Section
3.16(e), reduced by
(b) the sum as of the
close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for
Future Distribution and
(y) amounts permitted to be withdrawn by
the Servicer from the Custodial Account
in respect of the Mortgage Loans
pursuant to clauses
(ii)-(x), inclusive, of
Section 3.10(a). Such amount shall be
determined separately for each Loan Group.
Additionally, if on any Distribution Date Compensating Interest provided
pursuant to Section 3.16(e) is less than
Prepayment Interest Shortfalls incurred
on the Mortgage Loans in connection with
Principal Prepayments
in Full received
during the related Prepayment Period and
Curtailments made in the prior calendar
month, such Compensating Interest shall be allocated on
such Distribution Date
to the Available Distribution Amount for each Loan
Group on a pro rata basis in
accordance with the respective amounts of such Prepayment
Interest Shortfalls
incurred on the Mortgage Loans in such Loan Group in respect of such
Distribution Date.
Bankruptcy Amount:
As of any date of
determination prior to
the first
anniversary of the Cut-off Date, an amount
equal to the excess,
if any, of (A)
$150,000 over (B) the aggregate amount of
Bankruptcy Losses
allocated solely to
one or more specific Classes of
Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if
any, of
(1) the lesser of (a) the Bankruptcy Amount calculated as of the
close of business on the Business Day immediately preceding the most
recent anniversary of the Cut-off Date coinciding with or preceding
such
date of determination (or, if such date of determination is an
anniversary of the Cut-off Date, the Business Day immediately
preceding
such date of
determination)
(for purposes of this definition, the
"Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate
principal balance
of all the Mortgage Loans in the
Mortgage
Pool as of the
Relevant Anniversary having a
Loan-to-Value Ratio at
origination which
exceeds 75% and
(ii) $100,000; and
(B) (i) if the aggregate principal balance of the
Non-Primary Residence Loans as of the Relevant Anniversary
is less than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Relevant Anniversary, $0.00, or
(ii) if the aggregate principal balance of the Non-Primary
Residence Loans as of the Relevant Anniversary is equal to
or greater than 10% of the Stated Principal Balance of the
Mortgage Loans as of the Relevant Anniversary, the sum of
(I) the aggregate
principal balance of the Non-Primary
Residence Loans with a Loan-to-Value Ratio of greater than
80.00% but
less than or equal to 90.00% (other than
Additional
Collateral Loans),
times 0.25%, (II) the
aggregate principal
balance of the Non-Primary Residence
Loans with a
Loan-to-Value Ratio of
greater than
90.00%
but less than or equal to 95.00% (other than Additional
Collateral Loans),
times 0.50%,
and (III) the
aggregate
principal balance of the Non-Primary Residence Loans with
a Loan-to-Value
Ratio of greater than
95.00% (other than
Additional Collateral
Loans) times 0.75%, in each case as
of the Relevant Anniversary, over
5
<PAGE>
(2) the aggregate amount of Bankruptcy Losses allocated solely
to
one or more specific
Classes of Certificates in accordance with Section
4.05 since the Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Servicer
(including
accelerating the manner in which such coverage
is reduced) provided
that prior
to any such reduction, the Servicer shall (i) obtain
written confirmation
from
each Rating Agency that such reduction
shall not reduce the
rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such
written
confirmation to the Trustee.
Bankruptcy Code: The
Bankruptcy Code of 1978, as amended.
Bankruptcy Loss:
With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction;
provided, however, that neither a Deficient
Valuation nor a Debt Service Reduction shall be deemed a Bankruptcy Loss
hereunder so long as the Servicer has notified the Trustee
in writing that the
Servicer is diligently pursuing any remedies that may
exist in connection
with
the representations and warranties
made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard
to payments
due thereunder or (B) delinquent payments of principal and interest
under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related
escrow payments in respect of such
Mortgage
Loan are being advanced on a current basis
by the Servicer or a Subservicer, in
either case without giving effect to any
Debt Service Reduction.
Book-Entry
Certificate: Any
Certificate registered
in the name of the
Depository or its nominee.
Business Day: Any day
other than (i) a Saturday or a Sunday, or (ii) a
day on which banking institutions in the State of New
York, the Commonwealth of
Pennsylvania, the State of Minnesota
or the State of
Maryland (and such
other
state or states in which the Custodial
Account or the Payment Account are at the
time located) are required or authorized by
law or executive order to be closed.
Buydown Account: As
defined in Section 3.21(a).
Buydown Funds:
Any amount
contributed
by the seller of a Mortgaged
Property, the Company or other source in
order to enable the Mortgagor to reduce
the payments required to be made from the
Mortgagor's funds in
the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust
Fund prior to
deposit into the Custodial or Payment
Account.
Buydown Mortgage Loan:
Any Mortgage Loan as to which a specified amount
of interest is paid out of related
Buydown Funds in
accordance
with a related
buydown agreement.
Buydown Period: As
defined in Section 3.21(b).
Cash Liquidation:
As to any defaulted Mortgage Loan other than a
Mortgage Loan as to which an REO
Acquisition occurred,
a determination
by the
Servicer that it has received all Insurance
Proceeds, Liquidation
Proceeds and
other payments or cash recoveries which the Servicer reasonably and in good
faith expects to be finally recoverable
with respect to such Mortgage Loan.
Certificate: Any Class
A, Class M, Class B or Class R Certificate.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person
who is the beneficial owner of such
Certificate, as reflected on the books of an
indirect participating brokerage firm for
which a Depository Participant acts as
agent, if any, and otherwise on the books
of a Depository
Participant, if
any,
and otherwise on the books of the
Depository.
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Certificate Principal Balance: With respect to each Certificate,
on any
date of determination, an amount equal
to:
(i)
the Initial Certificate Principal Balance of such
Certificate as
specified on the face thereof, plus
(ii)
any Subsequent
Recoveries
added to the
Certificate
Principal
Balance of such Certificate pursuant to Section 4.02(e), minus
(iii)
the sum of (x) the aggregate of all amounts previously
distributed with
respect to such Certificate (or any predecessor
Certificate) and
applied to reduce the Certificate Principal
Balance thereof pursuant to Section 4.02 and (y) the aggregate
of
all reductions in
Certificate Principal
Balance deemed to
have
occurred in connection with Realized Losses which were
previously
allocated to such
Certificate (or any
predecessor
Certificate)
pursuant to Section 4.05;
provided, however, that the Certificate Principal Balance of the Class of
Subordinate Certificates with the Lowest Priority at any given time shall be
calculated to equal the Percentage
Interest evidenced by
such Certificate times
the excess, if any, of (A) the then aggregate
Stated Principal
Balance of the
Mortgage Loans over (B) the then aggregate
Certificate Principal
Balance of all
other Classes of Certificates then
outstanding.
Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to
Section 5.02.
Certificateholder or
Holder: The Person in
whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this
Agreement, any
Certificate, other
than a
Class R Certificate, registered in the name of the
Company, the Servicer or any
Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and
the Percentage Interest or Voting Rights
evidenced thereby shall not be taken
into account in determining whether the
requisite amount of Percentage Interests
or Voting Rights necessary to effect any such
consent or
direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate
Owners as they may
indirectly
exercise such
rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or
"Certificateholder"
only the Person in
whose name a Certificate is registered in
the Certificate Register.
Class:
Collectively,
all of the Certificates bearing the same
designation.
Class 1-A-1
Certificate:
Any one of the Class 1-A-1 Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form hereto as Exhibit A, each such Certificate
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class 2-A
Certificates:
Collectively, the
Class 2-A-1 and Class 2-A-2
Certificates.
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Class 2-A-1
Certificate:
Any one of the Class 2-A-1 Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form hereto as Exhibit A, each such Certificate
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class 2-A-2
Certificate:
Any one of the Class 2-A-2 Certificates,
executed by the Trustee and authenticated by the Certificate Registrar
substantially in the form hereto as Exhibit A, each such Certificate
representing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class A Certificates:
Collectively,
the Class 1-A-1 and Class 2-A
Certificates.
Class B Certificates:
Collectively, the
Class B-1, Class B-2 and Class
B-3 Certificates.
Class B-1 Certificate:
Any one of the Class B-1 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class B-2 Certificate:
Any one of the Class B-2 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class B-3 Certificate:
Any one of the Class B-3 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit C,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class M Certificates:
Collectively, the
Class M-1, Class M-2 and Class
M-3 Certificates.
Class M-1 Certificate:
Any one of the Class M-1 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit B,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class M-2 Certificate:
Any one of the Class M-2 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit B,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class M-3 Certificate:
Any one of the Class M-3 Certificates, executed
by the Trustee and authenticated by the
Certificate Registrar
substantially in
the form annexed hereto as Exhibit B,
representing an
interest designated as
a
"regular interest" in REMIC II for purposes
of the REMIC Provisions.
Class Principal
Balance: For any Class
of REMIC I Regular Interests or
REMIC II Regular Interests, the applicable initial Class Principal Balance
therefor set forth in the Preliminary
Statement hereto, corresponding to the
rights of such Class in payments of
principal due to be
passed through to
such
Class from principal payments on the Mortgage Loans or the REMIC I Regular
Interests, as applicable, as reduced from time to time by
(x) distributions of
principal to such Class and (y) the portion
of Realized Losses
allocated to the
Class Principal Balance of such Class pursuant to the definition of
"Realized
Loss" with respect to a given Distribution Date and as increased by
Subsequent
Recoveries allocated in respect thereof. For any Distribution Date, the
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reduction of the Class Principal Balance of any REMIC I Regular Interests
pursuant to the definition of "Realized
Loss" shall be deemed
effective before
the determination and distribution of principal on such
Class pursuant to the
definition of "REMIC I Distribution Amount" and the reduction of the Class
Principal Balance of any REMIC II Regular
Interests pursuant to the definition
of "Realized Loss" shall be deemed effective after the determination and
distribution of principal on such Class
pursuant to the definition of "REMIC II
Distribution Amount."
Notwithstanding the
foregoing,
any amounts
distributed in respect
of
principal losses pursuant to paragraph (e)(i) of the definition of "REMIC I
Distribution Amount" shall not cause a
reduction in the Class Principal Balances
of the REMIC I or REMIC II Regular
Interests.
Class R Certificate: Any one of the Class R Certificates executed
by the
Trustee and authenticated by the
Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing
ownership of interests
designated as
"residual interests" in REMIC I and REMIC II for purposes of the REMIC
Provisions. Component I of the Class R
Certificate
is designated as the sole
class of "residual interest" in REMIC I and Component II of the Class R
Certificate is designated as the sole class
of "residual interest" in REMIC II.
Class Y Principal
Reduction Amounts:
For any Distribution Date, the
amounts by which the Class Principal
Balances of the Class
Y Regular
Interests
will be reduced on such Distribution Date by the allocation of Realized
Losses
and the distribution of principal,
determined as described in Appendix 1.
Class Y Regular Interests: The Class Y-1 and Class Y-2 Regular
Interests.
Class Y-1 Principal
Distribution Amount: For any Distribution Date, the
sum of (A) the excess, if any, of the Class Y-1 Principal
Reduction Amount
for
such Distribution Date over the principal portion of
Realized Losses allocated
to the Class Y-1 Regular Interest on such Distribution Date and (B) an amount
equal to the lesser of (i) the portion, if
any, of the Subsequent Recoveries for
Group 1 Loans for such Distribution Date
not included in the Class Z-1 Principal
Distribution Amount pursuant to clause (B) of the
definition thereof and
(ii)
the amount of Realized Losses allocated to the Class Y-1 Regular
Interest on
previous Distribution Dates (the amount in this clause
(B)(ii) reduced by
the
amount, if any, calculated pursuant to this clause (B) for
prior Distribution
Dates).
Class Y-1 Regular
Interest: The
uncertificated
undivided beneficial
interest in REMIC I which constitutes a
REMIC I Regular Interest and is entitled
to distributions as set forth herein.
Class Y-2 Principal
Distribution Amount:
For any Distribution Date, the
sum of (A) the excess, if any, of the Class Y-2 Principal
Reduction Amount
for
such Distribution Date over the principal portion of
Realized Losses allocated
to the Class Y-2 Regular Interest on such Distribution Date and (B) an amount
equal to the lesser of (i) the portion, if
any, of the Subsequent Recoveries for
the Group 2 Loans for such Distribution Date not included in the Class Z-2
Principal Distribution Amount pursuant to clause (B) of
the definition thereof
and (ii) the amount of Realized Losses allocated to the Class Y-2 Regular
Interest on previous Distribution Dates (the amount in this clause (B)(ii)
reduced by the amount, if any, calculated pursuant to this clause
(B) for prior
Distribution Dates).
Class Y-2 Regular
Interest: The
uncertificated
undivided beneficial
interest in REMIC I which constitutes a
REMIC I Regular Interest and is entitled
to distributions as set forth herein.
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Class Z Principal
Reduction Amounts:
For any Distribution Date, the
amounts by which the Class Principal
Balances of the Class
Z Regular
Interests
will be reduced on such Distribution Date by the allocation of Realized
Losses
and the distribution of principal, which
shall be in each case the excess of (A)
the sum of (x) the excess of the REMIC I
Available Distribution
Amount for the
related Group (i.e. the "related Group" for the Class Z-1 Regular
Interest is
the Group 1 Loans and the "related Group"
for the Class Z-2 Regular Interest is
the Group 2 Loans) over the sum of the amounts thereof distributable (i) in
respect of interest on such Class Z Regular
Interest and the related Class Y
Regular Interest, (ii) to such Class Z Regular
Interest and the related Class Y
Regular Interest pursuant to clause (c)(ii) of the definition of "REMIC I
Distribution Amount" and (iii) in the case of the Group
1 Loans, to the
Class
R-1 Residual Interest and (y) the amount of Realized Losses allocable to
principal for the related Group over (B)
the Class Y Principal
Reduction Amount
for the related Group.
Class Z Regular Interests: The Class Z-1 and Class Z-2 Regular
Interests.
Class Z-1 Principal
Distribution Amount: For any Distribution Date, the
sum of (A) the excess, if any, of the Class Z-1 Principal
Reduction Amount
for
such Distribution Date over the principal portion of
Realized Losses allocated
to the Class Z-1 Regular Interest on such Distribution Date and (B) an amount
equal to the lesser of (i) the Subsequent Recoveries for the Group 1 Loans
for
such Distribution Date and (ii) the amount of
Realized Losses allocated to the
Class Z-1 Regular Interest on previous Distribution Dates (the amount in this
clause (B)(ii) reduced by the amount, if
any, calculated pursuant to this clause
(B) for prior Distribution Dates).
Class Z-1 Regular
Interest: The
uncertificated
undivided beneficial
interest in REMIC I which constitutes a
REMIC I Regular Interest and is entitled
to distributions as set forth herein.
Class Z-2 Principal
Distribution Amount: For any Distribution Date, the
sum of (A) the excess, if any, of the Class Z-2 Principal
Reduction Amount
for
such Distribution Date over the principal portion of
Realized Losses allocated
to the Class Z-2 Regular Interest on such Distribution Date and (B) an amount
equal to the lesser of (i) the Subsequent Recoveries for the Group 2 Loans
for
such Distribution Date and (ii) the amount of
Realized Losses allocated to the
Class Z-2 Regular Interest on previous Distribution Dates (the amount in this
clause (B)(ii) reduced by the amount, if
any, calculated pursuant to this clause
(B) for prior Distribution Dates).
Class Z-2 Regular
Interest: The
uncertificated
undivided beneficial
interest in REMIC I which constitutes a
REMIC I Regular Interest and is entitled
to distributions as set forth herein.
Closing Date:
April 28, 2005.
Code: The Internal
Revenue Code of 1986, as amended.
Compensating Interest:
With respect to any Distribution Date, an amount
(but not in excess of the Servicing Fee for such Distribution Date) equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments in Full
during the period from the 16th day
through the last day
of the prior
calendar
month and resulting from Curtailments
during the prior calendar month.
Cooperative: A
private, cooperative
housing corporation
which owns or
leases land and all or part of a building
or buildings,
including apartments,
spaces used for commercial purposes and common areas therein
and whose board of
directors authorizes, among other things,
the sale of Cooperative Stock.
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Cooperative Apartment:
A dwelling
unit in a multi-dwelling building
owned or leased by a Cooperative, which unit the Mortgagor has an exclusive
right to occupy pursuant to the terms of a proprietary lease or occupancy
agreement.
Cooperative Lease:
With respect to a
Cooperative Loan, the proprietary
lease or occupancy agreement with respect
to the Cooperative
Apartment occupied
by the Mortgagor and relating to the
related Cooperative
Stock, which lease
or
agreement confers an exclusive right to the
holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans:
Any of the
Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate,
(iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative
and the originator of
the Cooperative
Loan,
each of which was transferred and assigned to the Trustee
pursuant to
Section
2.01 and are from time to time held as part
of the Trust Fund.
Cooperative Stock:
With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership
instrument
in the related Cooperative.
Cooperative Stock
Certificate: With
respect to a Cooperative Loan, the
stock certificate or other instrument
evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the
Trustee at which at
any particular time its corporate trust business
with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at (i) for Certificate transfer purposes: Wells Fargo
Center, Sixth and Marquette, Minneapolis, Minnesota 55479-0070, Attention:
Corporate Trust Services-GMACM Series 2005-AA1 and (ii) for all
other purposes,
such office shall be located at 9062 Old
Annapolis Road, Columbia, Maryland
21045-1951, Attention: Corporate Trust
Services-GMACM Series 2005-AA1.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the
Subordinate Certificates have been reduced
to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is
not a
Principal repayment in Full.
Custodial Account:
The custodial account or accounts created and
maintained pursuant to Section 3.07, into
which the amounts set forth in Section
3.07 shall be deposited directly.
Custodial Agreement:
An agreement that may be entered into among
the
Servicer, the Trustee and a Custodian
pursuant to which the Custodian will hold
certain documents relating to the Mortgage
Loans on behalf of the Trustee.
Custodian: A custodian
appointed pursuant to a Custodial Agreement.
Cut-off Date: April 1,
2005.
Cut-off Date Principal
Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior
thereto, whether or not received.
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Debt Service
Reduction: With
respect to any Mortgage Loan, a reduction
in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent
jurisdiction in a proceeding under the
Bankruptcy Code,
except such a reduction
constituting a Deficient Valuation or any reduction that
results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation
by a
court of competent jurisdiction of the
Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any
reduction in
the amount of principal to be paid in
connection
with any scheduled Monthly
Payment that constitutes a permanent
forgiveness of
principal, which
valuation
or reduction results from a proceeding
under the Bankruptcy Code.
Definitive
Certificate: Any
Certificate
other than a Book-Entry
Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
with a
Qualified Substitute Mortgage Loan.
Delinquent: As used
herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent
when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following
monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any
scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following
monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan
falls into these categories is
made as of the close of business
on the last
business day of each month. For
example, a Mortgage Loan with a payment due
on July 1 that remained unpaid as of
the close of business on July 31 would then be
considered
to be 30 to 59
days
delinquent. Delinquency information as of the Cut-off Date is
determined and
prepared as of the close of business on the
last business day immediately prior
to the Cut-off Date.
Depository: The
Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to
be Book-Entry
Certificates is Cede &
Co. The Depository shall at all times be a
"clearing corporation"
as defined in
Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of
Section 17A of the
Securities Exchange Act of 1934, as
amended.
Depository
Participant: A
broker, dealer, bank or other financial
institution or other Person for whom from time to time a
Depository
effects
book-entry transfers and pledges of
securities deposited with the Depository.
Determination Date:
With respect to any Distribution Date, the 15th day
(or if such 15th day is not a Business Day, the Business Day immediately
following such 15th day) of the month of
the related Distribution Date.
Disqualified
Organization: Any
organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, and if not otherwise
included, any of the following: (i) the United States,
any State or
political
subdivision thereof, any possession of the United States, or any agency or
instrumentality of any of the foregoing
(other than an instrumentality which is
a corporation if all of its activities are subject to tax and, except for
Freddie Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign
government, any
international
organization,
or any agency or instrumentality of any of
the foregoing, (iii) any organization
(other than certain farmers' cooperatives
described in Section
521 of the Code)
which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business
taxable income),
(iv)
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rural electric and telephone cooperatives described in Section
1381(a)(2)(C) of
the Code, (v) any "electing large
partnership," as
defined in Section 775(a) of
the Code and (vi) any other Person so
designated
by the Trustee
based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause the Trust
Fund or any
Person having an
Ownership Interest in any Class of
Certificates
(other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer
of an Ownership
Interest in a Class R
Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth
in Section 7701
of the Code or successor provisions.
Distribution Date:
The 18th day of any
month beginning in the month
immediately following the month of the initial
issuance of the Certificates or,
if such 18th day is not a Business Day, the
Business Day
immediately
following
such 18th day.
Due Date: With
respect to any
Distribution Date and
any Mortgage Loan,
the day during the related Due Period on
which the Monthly Payment is due.
Due Period: With
respect to each
Distribution
Date and any
Mortgage
Loan, the period commencing on the second
day of the month prior to the month in
which such Distribution Date occurs and
ending on the first day of the month in
which such Distribution Date occurs.
Eligible Account:
An account that is any of the following: (i)
maintained with a federal or state
chartered depository institution the accounts
of which are insured by the FDIC (to the
limits established by the FDIC) and the
short-term debt ratings and the long-term
deposit ratings of
which are rated in
one of the two highest rating categories by
the Rating Agencies, or (ii) a trust
account or accounts maintained with a federal or state
chartered depository
institution or trust company with trust
powers acting in its fiduciary capacity
subject to regulations regarding fiduciary funds on
deposit similar to Title 12
of the Code of Federal Regulation
Section 9.10(b),
or (iii) in the case
of the
Payment Account, a trust account or accounts
maintained in the
corporate trust
division of the Trustee, or (iv) an account or accounts of a depository
institution acceptable to each Rating Agency (as evidenced in writing by
each
Rating Agency that use of any such account as the Custodial Account or the
Payment Account will not reduce the rating
assigned to any Class of Certificates
by such Rating Agency below the lower of
the then-current
rating or the
rating
assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any
Distribution Date and
with respect to each Loan
Group, the portion, if any, of the Available
Distribution Amount
for such Loan
Group remaining after reduction by the sum of (i) the aggregate amount of
Accrued Certificate Interest on the related Senior Certificates, (ii) the
related Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(D) hereof), (iii) the aggregate amount of Accrued
Certificate Interest on the Class M, Class
B-1 and Class B-2 Certificates to the
extent such Accrued Certificate Interest is derived from such Loan
Group, and
(iv) the portion of the payment to the Trustee for any servicing transfer
expenses reimbursable to the Trustees
pursuant to Section
7.02(a) allocated to
such Loan Group, with such allocation being made to each Loan Group pro
rata
based on the Stated Principal Balance of
the Mortgage Loans in each Loan Group.
Event of Default: As
defined in Section 7.01.
Excess Bankruptcy
Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy
Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which
exceeds the
then applicable Fraud Loss Amount.
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Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof,
that exceeds the then applicable Special
Hazard Amount.
Excess Subordinate
Principal Amount:
With respect to any
Distribution
Date on which the aggregate Certificate Principal Balance of the Class of
Subordinate Certificates then outstanding with the Lowest Priority is to be
reduced to zero and on which Realized Losses are to be allocated to such
class
or classes, the excess, if any, of (i) the amount that would otherwise be
distributable in respect of principal on such
class or classes of
Certificates
on such Distribution Date over (ii) the excess, if any, of the aggregate
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such
class or classes of Certificates on such
Distribution Date. The Excess Subordinate Principal Amount will be allocated
among each Loan Group on a pro rata basis in accordance with the amount of
Realized Losses attributable to each Loan
Group and allocated to the Subordinate
Certificates on such Distribution Date.
Extraordinary Events:
Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative
Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses
that are of the type
that would be
covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained
pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear
reaction
or nuclear radiation or radioactive
contamination, all
whether controlled or uncontrolled, and whether such
loss be direct or
indirect, proximate or remote or be in whole or in
part caused by,
contributed to or
aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual,
impending
or expected attack:
1. by any
government
or sovereign power, de jure or de
facto, or
by any authority maintaining or using
military, naval or air forces; or
2. by
military, naval or air forces; or
3. by an
agent of any such government, power, authority or
forces;
(d) any weapon of war
employing atomic
fission or
radioactive
force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power
or action taken by
governmental authority
in hindering,
combating or
defending against
such an occurrence, seizure or destruction under
quarantine or
customs regulations, confiscation by order of any
government or
public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses:
Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
Fannie Mae: Federal
National Mortgage Association, or Fannie Mae, a
federally chartered and privately owned
corporation organized and existing under
the Federal National Mortgage Association
Charter Act, or any successor thereto.
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FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit
Insurance Corporation or any successor thereto.
Final Distribution
Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later
than the end of
the 90-day liquidation period described in
Section 9.02.
Fitch: Fitch Ratings
or its successor in interest.
Foreclosure Profits:
With respect to any
Distribution Date or
related
Determination Date and any Mortgage Loan, the excess, if any, of Liquidation
Proceeds, Insurance Proceeds and REO
Proceeds (net of all amounts reimbursable
therefrom pursuant to Section 3.10(a)(ii)) in respect of each
Mortgage Loan or
REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid
principal balance of such
Mortgage Loan or REO Property (determined,
in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued
and unpaid interest at
the Mortgage
Rate on such unpaid principal balance from the Due Date to which
interest was
last paid by the Mortgagor to the first day
of the month following
the month in
which such Cash Liquidation or REO
Disposition occurred.
Fraud Loss Amount:
As of any date of
determination
after the Cut-off
Date, an amount equal to: (X) prior to the
first anniversary of the Cut-off Date
an amount equal to 3.00% of the aggregate
outstanding
principal balance of
all
of the Mortgage Loans as of the Cut-off
Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the first to the
second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the
Fraud Loss
Amount as of the
most
recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the
Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the
aggregate amount of
Fraud Losses
allocated solely to one or more specific
Classes of
Certificates in accordance
with Section 4.05 since the most recent
anniversary
of the Cut-off Date up
to
such date of determination, and (Z) from the second to the
fifth anniversary of
the Cut-off Date, an amount equal to (1)
the lesser of (a) the Fraud Loss Amount
as of the most recent anniversary of the Cut-off Date and (b) 1.00% of the
aggregate outstanding principal balance of all of the
Mortgage Loans as of the
most recent anniversary of the Cut-off Date minus (2) the
aggregate amount
of
Fraud Losses allocated solely to one or
more specific Classes of Certificates in
accordance with Section 4.05 since the most
recent anniversary
of the Cut-off
Date up to such date of determination. On
and after the fifth anniversary of the
Cut-off Date, the Fraud Loss Amount shall
be zero.
The Fraud Loss Amount
may be further reduced by the Servicer (including
accelerating the manner in which such coverage
is reduced) provided
that prior
to any such reduction, the Servicer shall (i) obtain
written confirmation
from
each Rating Agency that such reduction
shall not reduce the
rating assigned to
any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such
written
confirmation to the Trustee.
Fraud Losses:
Losses on Mortgage
Loans as to which
there was fraud in
the origination of such Mortgage Loan.
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Freddie Mac: Federal
Home Loan Mortgage
Corporation, or
Freddie Mac, a
corporate instrumentality of the United
States created and existing under Title
III of the Emergency Home Finance Act of 1970,
as amended,
or any successor
thereto.
GMACM: GMAC Mortgage
Corporation, a
Pennsylvania
corporation, in
its
capacity as seller of the Mortgage Loans to the Company, and any successor
thereto.
Group 1 Loans: The
Mortgage Loans designated in Exhibit E-1.
Group 1 Net WAC Rate: With respect to any Distribution Date, a per
annum
rate equal to the weighted average of the
Net Mortgage Rates (or, if applicable,
the Modified Net Mortgage Rates) on the Group 1 Loans using
the Net Mortgage
Rates in effect for the Monthly
Payments due on such
Mortgage Loans during
the
related Due Period, weighted on the basis of the
respective
Stated Principal
Balances thereof immediately prior to such
Distribution Date.
Group 1 Senior
Percentage: With
respect to any Distribution Date, the
lesser of (x) 100% and (y) a fraction,
expressed as a
percentage, the numerator
of which is the aggregate Certificate Principal Balance of the Class 1-A-1
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Stated Principal
Balance of all of the
Group 1 Loans (or
related REO Properties) immediately prior to such
Distribution Date;
provided,
however, that on any Distribution Date on which the aggregate Certificate
Principal Balance of the Class 2-A has been
reduced to zero, the Group 1 Senior
Percentage will equal the lesser of (x) the
Certificate Principal Balance of the
Class 1-A-1 Certificates immediately prior to that
Distribution Date divided by
the aggregate Stated Principal Balance of
all of the Mortgage Loans in both Loan
Groups immediately prior to that
Distribution Date and (y) 100%.
Group 1 Senior
Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the
balance of the Available Distribution
Amount for Loan Group 1 remaining after the
distribution of all amounts required
to be distributed therefrom pursuant to
Section 4.02(a)(i)(I),
and (b) the sum
of the amounts required to be distributed
therefrom to the
holders of the Class
1-A-1 Certificates on such Distribution Date pursuant to Section
4.02(a)(ii)
hereof.
Group 2 Loans: The
Mortgage Loans designated in Exhibit E-2.
Group 2 Net WAC Rate: With respect to any Distribution Date, a per
annum
rate equal to the weighted average of the
Net Mortgage Rates (or, if applicable,
the Modified Net Mortgage Rates) on the Group 2 Loans using
the Net Mortgage
Rates in effect for the Monthly
Payments due on such
Mortgage Loans during
the
related Due Period, weighted on the basis of the
respective
Stated Principal
Balances thereof immediately prior to such
Distribution Date.
Group 2 Senior
Percentage: With
respect to any Distribution Date, the
lesser of (x) 100% and (y) a fraction,
expressed as a
percentage, the numerator
of which is the aggregate Certificate Principal Balance of the Class 2-A
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Stated Principal
Balance of all of the
Group 2 Loans (or
related REO Properties) immediately prior to such
Distribution Date;
provided,
however, that on any Distribution Date on which the aggregate Certificate
Principal Balance of the Class 1-A-1 has been reduced to zero, the Group 2
Senior Percentage will equal the lesser of
(x) the Certificate Principal Balance
of the Class 2-A Certificates immediately prior to that Distribution Date
divided by the aggregate Stated
Principal Balance of all of the Mortgage
Loans
in both Loan Groups immediately prior to
that Distribution Date and (y) 100%.
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<PAGE>
Group 2 Senior
Principal Distribution Amount: With respect to any
Distribution Date, the lesser of (a) the
balance of the Available Distribution
Amount for Loan Group 2 remaining after the
distribution of all amounts required
to be distributed therefrom pursuant to
Section 4.02(a)(i)(II), and (b) the sum
of the amounts required to be distributed
therefrom to the
holders of the Class
2-A Certificates on such Distribution Date pursuant to Section 4.02(a)(ii)
hereof.
Highest Priority:
As of any date of determination, the Class of
Subordinate Certificates then outstanding with the earliest priority for
payments pursuant to Section 4.02(a),
in the following
order: Class M-1,
Class
M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates.
Independent: When used
with respect to any specified Person, means such
a Person who (i) is in fact independent of the Company, the Servicer and the
Trustee, or any Affiliate thereof, (ii) does not have any
direct financial
interest or any material indirect financial interest in the Company, the
Servicer or the Trustee or in an Affiliate
thereof, and (iii) is not connected
with the Company, the Servicer or the
Trustee as an officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar functions.
Index: With respect to
any Mortgage Loan and as to any Adjustment Date
therefor, the related index as stated in
the related Mortgage Note.
Indirect Depository Participant: An institution that is not a
Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the
Depository's clearing system.
Initial Certificate
Principal Balance: With respect to each Class of
Certificates, the Certificate Principal
Balance of such Class of Certificates as
of the Cut-off Date, as set forth in the
Preliminary Statement hereto.
Initial Subordinate
Class Percentage: With respect to each Class of
Subordinate Certificates, an amount which is equal to the initial aggregate
Certificate Principal Balance of such Class
of Subordinate
Certificates divided
by the aggregate Stated Principal Balance of all the Mortgage Loans
as of the
Cut-off Date as follows:
Class M-1: 3.00% Class B-1: 0.75%
Class M-2: 1.25% Class B-2: 0.60%
Class M-3: 0.95% Class B-3: 0.45%
Insurance Proceeds:
Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other
related insurance
policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Servicer or the Trustee
and
are not applied to the restoration of the
related Mortgaged
Property (or, with
respect to a Cooperative Loan, the related
Cooperative Apartment) or released to
the Mortgagor in accordance with the procedures that the Servicer would follow
in servicing mortgage loans held for its
own account.
Insurer: Any named
insurer under any
Primary Insurance
Policy or any
successor thereto or the named insurer in
any replacement policy.
Interest Accrual
Period: With respect
to any Class of Certificates and
any Distribution Date, the calendar month preceding the month in which
such
Distribution Date occurs.
Issuer Exemption: As
defined in Section 5.02(e)(ii).
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<PAGE>
Junior
Certificateholder: The
Holder of not less than 95% of the
Percentage Interests of the Junior Class of
Certificates.
Junior Class of
Certificates:
The Class of
Subordinate
Certificates
outstanding as of the date of the repurchase of a Mortgage Loan pursuant to
Section 4.07 herein that has the Lowest
Priority.
Late Collections:
With respect to any Mortgage Loan, all amounts
received during any Due Period,
whether as late
payments of Monthly Payments or
as Insurance Proceeds, Liquidation Proceeds or otherwise,
which represent
late
payments or collections of Monthly Payments due but delinquent for a
previous
Due Period and not previously
recovered.
Liquidation Proceeds:
Amounts (other than
Insurance Proceeds) received
by the Servicer in connection with the
taking of an entire Mortgaged Property by
exercise of the power of eminent domain or
condemnation
or in connection
with
the liquidation of a defaulted Mortgage
Loan through trustee's sale, foreclosure
sale or otherwise, other than REO
Proceeds.
Loan Group: Loan Group
1 or Loan Group 2.
Loan Group 1: The
group of Mortgage Loans comprised of the Group 1
Loans.
Loan Group 2: The
group of Mortgage Loans comprised of the Group 2
Loans.
Loan-to-Value Ratio:
As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of
determination and the
denominator of which
is the Appraised Value of the related
Mortgaged Property.
Lower Priority:
As of any date of determination and any Class of
Subordinate Certificates, any other Class of Subordinate Certificates then
outstanding with a later priority for
payments pursuant to Section 4.02(a).
Lowest Priority:
As of any date of determination, the Class of
Subordinate Certificates then outstanding with
the latest priority for payments
pursuant to Section 4.02(a), in the
following order: Class B-3, Class B-2, Class
B-1, Class M-3, Class M-2 and Class M-1
Certificates.
Maturity Date:
With respect to each Class of Certificates, the
Distribution Date occurring in May
2035.
Maximum Mortgage Rate: With respect to each Mortgage Loan, the per
annum
rate indicated on the Mortgage Loan
Schedule as the maximum mortgage rate, which
rate is the maximum interest rate that may be applicable to
such Mortgage Loan
at any time during the life of such
Mortgage Loan.
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.
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<PAGE>
Minimum Mortgage Rate:
With respect to each
Mortgage Loan, a per annum
rate equal to the greater of (i) the Note
Margin and (ii) the rate indicated on
the Mortgage Loan Schedule as the minimum
mortgage rate, which rate may be
applicable to such Mortgage Loan at any time during the life
of such Mortgage
Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject
of a
Servicing Modification.
Modified Net Mortgage
Rate: As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the
rate per annum by
which the Mortgage Rate on such Mortgage
Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the
originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Payment:
With respect to any
Mortgage Loan
(including any REO
Property) and any Due Date, the payment of
principal and interest due thereon in
accordance with the amortization
schedule at the time
applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any
adjustment to such
amortization
schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before
any
Servicing Modification that constitutes a
reduction of the interest rate on such
Mortgage Loan).
Mortgage: With respect
to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the
mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a
Mortgage Note.
Mortgage File:
(I) with respect to each Mortgage Loan (other than a
Cooperative Loan):
(i)
The original Mortgage Note, endorsed without recourse in
blank,
or in the name of the
Trustee as
trustee, and signed by an
authorized officer
(which endorsement
shall contain either
an
original signature or
a facsimile signature
of an authorized
officer of GMACM, and if in the form of an allonge, the allonge
shall be stapled to the Mortgage Note), with all intervening
endorsements
showing a complete chain of title from the
originator to GMACM.
If the Mortgage
Loan was acquired by
the
endorser in a merger,
the endorsement must be by "____________,
successor by merger to [name of predecessor]". If the Mortgage
Loan was acquired or
originated
by the endorser while doing
business under
another name, the endorsement must be by
"____________ formerly known as [previous name]";
(ii) The
original Mortgage, noting the presence of the MIN of the
Mortgage Loan,
if the Mortgage is registered on the MERS(R)
System, and language
indicating that thE Mortgage Loan is a MOM
Loan if the
Mortgage Loan is a MOM Loan, with evidence of
recording indicated
thereon or a copy of the Mortgage certified
by the public
recording office in
which such Mortgage has been
recorded;
(iii) The
original of any guarantee executed in connection with the
Mortgage Note, if applicable;
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<PAGE>
(iv) Any
rider or the original of any modification agreement executed
in connection with the related Mortgage Note or Mortgage,
with
evidence of recording if required by applicable law;
(v)
Unless the Mortgage Loan is registered on the MERS(R) System,
an
original Assignment oR Assignments of the Mortgage (which may
be
included in a blanket
assignment or assignments) from GMACM to
"Wells Fargo Bank,
N.A., as Trustee under that certain Pooling
and Servicing
Agreement dated as of
April 28, 2005, for
GMACM
Mortgage Pass-Through
Certificates,
Series 2005-AA1" c/o the
Servicer at an address specified by the Servicer, and signed by
an authorized officer,
which assignment shall be in form and
substance acceptable
for recording. If the Mortgage Loan was
acquired by the assignor in a merger, the assignment must be by
" , successor by
merger to [name of
predecessor]". If ---
the
Mortgage Loan was acquired or originated by the assignor
while
doing business under
another name, the
assignment
must be by
"_________ formerly known as [previous name]";
(vi)
Originals of all
intervening
assignments of
mortgage, which
together with the Mortgage shows a complete chain of title
from
the originator
to GMACM (or to MERS,
if the Mortgage
Loan is
registered on the MERS(R) System, and which noteS the presence
of a MIN), with evidence of recording thereon, or a copy of the
assignment certified by the applicable recording office in
which
such assignment has been recorded;
(vii) The
original mortgagee policy of title insurance, including
riders and
endorsements thereto,
or if the policy has
not yet
been issued,
(i) a written
commitment
or interim
binder for
title issued by the title insurance or escrow company dated as
of the date the
Mortgage Loan was
funded, with a
statement by
the title insurance company or closing attorney that the
priority of the lien of the related Mortgage during the period
between the date of the funding of the related Mortgage Loan
and
the date of the related title policy (which title policy shall
be dated the date of
recording of the related Mortgage) is
insured, or (ii) a
preliminary
title report issued by
a title
insurer in
anticipation
of issuing a title
insurance policy
which evidences
existing liens and gives a preliminary opinion
as to the absence of any encumbrance on title to the Mortgaged
Property, except
liens to be removed on
or before purchase
by
the Mortgagor
or which constitute customary exceptions
acceptable to lenders
generally;
or other evidence of title
insurance acceptable to Fannie Mae or Freddie Mac, in
accordance
with the Fannie Mae Seller/Servicer Guide or Freddie Mac
Seller/Servicer Guide, respectively;
(viii) A certified
true copy of any power
of attorney, if
applicable;
and
(ix)
Originals of any
security agreement,
chattel mortgage or the
equivalent executed in connection with the Mortgage, if any.
and (II) with respect to each Cooperative
Loan:
(i)
The original Mortgage
Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to GMACM;
(ii)
A counterpart
of the Cooperative Lease and the Assignment of
Proprietary Lease to
the originator of the Cooperative Loan with
intervening
assignments showing an
unbroken chain of title from
such originator to the Trustee;
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<PAGE>
(iii)
The related
Cooperative
Stock Certificate, representing the
related
Cooperative
Stock pledged
with
respect to such
Cooperative Loan,
together with an undated stock power (or other
similar instrument) executed in blank;
(iv)
The original
recognition
agreement by the
Cooperative
of the
interests of
the mortgagee with respect to the related
Cooperative Loan;
(v)
The Security Agreement;
(vi)
Copies of the original UCC financing statement, and any
continuation
statements,
filed by the originator of such
Cooperative Loan
as secured party, each with evidence of
recording thereof,
evidencing
the interest of the originator
under the Security
Agreement and the
Assignment of
Proprietary
Lease;
(vii)
Copies of the filed UCC assignments or amendments of the
security
interest referenced
in clause (vi) above showing an unbroken
chain of title from
the originator
to the Trustee, each with
evidence of recording
thereof, evidencing the interest of the
originator under the
Security Agreement
and the Assignment of
Proprietary Lease;
(viii)
An executed assignment
of the interest of the
originator in the
Security Agreement,
Assignment
of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing
an
unbroken chain of title from the originator to the Trustee;
(ix)
The original
of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x)
A duly completed UCC financing statement showing GMACM as
debtor,
the Company as secured
party and the Trustee
as assignee and a
duly completed
UCC financing
statement showing the Company as
debtor and
the Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors
in
the Cooperative Loans.
It is understood that the Mortgage File (other than the Mortgage
Note) may be
retained in microfilm, microfiche, optical storage or
magnetic media in lieu of
hard copy; provided, that with respect to any Mortgage
Loan not registered
on
the MERS(R) System, the originaL
Assignments
required by (I)(v)
above shall be
retained in the Mortgage File.
Mortgage Loan Schedule: The list or lists of the Mortgage Loans
attached
hereto as Exhibit E-1 (with respect to the Group 1 Loans) and
Exhibit E-2 (with
respect to the Group 2 Loans), each as amended from time to time
to reflect the
addition of Qualified Substitute Mortgage Loans, which list or
lists shall set
forth the following information as to each Mortgage Loan in the related
Loan
Group:
(a) loan number;
(b) state code;
(c) zip code;
(d) the Loan-to-Value Ratio;
(e) the original principal balance and date
of the Mortgage Note;
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<PAGE>
(f) the first Due Date;
(g) the type of Mortgaged Property;
(h) the scheduled monthly payment in effect
as of the Cut-off Date;
(i) the principal balance as of the Cut-off
Date;
(j) the Mortgage Rate as of the Cut-off
Date;
(k) the occupancy status;
(l) the purpose of the Mortgage Loan;
(m) the paid-through date of the Mortgage
Loan;
(n) the Maximum Mortgage Rate;
(o) the Minimum Mortgage Rate;
(p) the Note Margin;
(q) the documentation type; and
(r) the code "Y" under the column
"BUYDOWN",
indicating that the
Mortgage Loan
is a Buydown Mortgage Loan, if
applicable.
Such schedule
may consist of
multiple reports that
collectively
set
forth all of the information required.
Mortgage Loans: Such
of the mortgage loans
transferred and assigned to
the Trustee pursuant to Section 2.01 as from
time to time are held or deemed to
be held as a part of the Trust Fund, the
Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part
of the Trust Fund including, without
limitation, (i) with respect to each
Cooperative
Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease,
Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each
Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note:
The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under
a Mortgage Loan,
together with any modification thereto.
Mortgage Pool: The
pool of mortgage loans
including in all of the Loan
Groups consisting of the Mortgage
Loans.
Mortgage Rate: As to
any Mortgage Loan, the
interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property:
The underlying
real property
securing a
Mortgage
Loan or, with respect to a Cooperative
Loan, the related
Cooperative Lease
and
Cooperative Stock.
Mortgagor: The obligor
on a Mortgage Note.
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<PAGE>
Net
Mortgage Rate: As to each Mortgage Loan, the related Mortgage Rate
minus the Servicing Fee Rate.
Non-Primary Residence Loans: The Mortgage Loans designated as
secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United
States Person.
Nonrecoverable
Advance: Any Advance
previously made or
proposed to be
made by the Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith
judgment of the Servicer, will not, or,
in the case of a proposed Advance,
would not, be
ultimately recoverable
by the
Servicer from related Late Collections, Insurance Proceeds, Liquidation
Proceeds, REO Proceeds or amounts reimbursable to the Servicer pursuant to
Section 4.02(a) hereof. The determination by the Servicer that it has made
a
Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced
by an Officer's Certificate delivered
to the Company and the Trustee promptly
following such determination.
Nonsubserviced
Mortgage Loan:
Any Mortgage
Loan that, at the time
of
reference thereto, is not subject to a
Subservicing Agreement.
Note Margin: With
respect to each Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note and indicated on the Mortgage Loan
Schedule as the note margin, which percentage is added to the Index on each
Adjustment Date to determine (subject to
rounding in accordance with the related
Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the Minimum
Mortgage Rate) the interest rate to be borne by such
Mortgage Loan until the
next Adjustment Date.
Officer's Certificate:
A certificate signed by the Chairman of the
Board, the President or a Vice President or Assistant
Vice President, or a
Director or Managing Director, and, if necessary, by the Treasurer, the
Secretary, or one of the Assistant
Treasurer or Assistant
Secretaries
of the
Company or the Servicer, as the case may be, and
delivered to the
Trustee, as
required by this Agreement.
Opinion of Counsel:
A written opinion of counsel acceptable to the
Trustee and the Servicer, who may be counsel for the Company
or the Servicer,
provided that any opinion of counsel (i) referred to in the definition of
"Disqualified Organization" or (ii) relating to
the qualification of
any REMIC
or compliance with the REMIC Provisions
must, unless otherwise specified, be an
opinion of Independent counsel.
Outstanding Mortgage
Loan: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not
the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such
Due Date pursuant to Section 2.02, 2.04
or 4.07.
Overcollateralized
Group: Any of the Group 1 Loans or Group 2 Loans, if
on any Distribution Date such Loan Group is
not an Undercollateralized Group.
Ownership Interest:
As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such
Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate:
With respect to the Class 1-A-1 and Class R
Certificates and any Distribution Date, the Group 1 Net WAC Rate.
With respect
to the Class 2-A Certificates and any Distribution Date, the Group 2 Net WAC
Rate. With respect to each class of Subordinate Certificates and any
Distribution Date, the weighted average of the
Group 1 Net WAC Rate and Group 2
Net WAC Rate, weighted on the basis of the
related Subordinate Component.
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Paying Agent: The Trustee or any successor Paying Agent appointed
by the
Trustee.
Payment Account: The separate and segregated account or accounts
created
and maintained pursuant to Section 4.01,
which shall be
entitled "Wells
Fargo
Bank, N.A., as trustee, in trust for the
registered holders of Residential Asset
Mortgage Products, Inc., GMACM Mortgage Pass-Through Certificates, Series
2005-AA1" and which must be an Eligible
Account.
Payment Account Deposit Date: With respect to any Distribution
Date, the
Business Day prior thereto.
Percentage Interest: With respect to any Certificate (other than a
Class
R Certificate), the undivided percentage
ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance or initial Notional
Amount
thereof divided by the aggregate Initial Certificate Principal Balance or
initial Notional Amount of all the
Certificates of the same Class. With respect
to a Class R Certificate, the interest in distributions to
be made with respect
to such Class evidenced thereby, expressed as a percentage,
as stated on the
face of each such Certificate.
Periodic Cap: With respect to each Mortgage Loan, the periodic rate cap
that limits the increase or the decrease of the related
Mortgage Rate on any
Adjustment Date pursuant to the terms of
the related Mortgage Note.
Permitted Investments:
One or more of the following:
(i) obligations
of or guaranteed as to timely payment of
principal and
interest by the United States or any agency or
instrumentality
thereof when such
obligations
are backed by the
full
faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause
(i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured short-term debt obligations of the party
agreeing to repurchase
such obligations
are at the time rated
by each
Rating Agency in its highest short-term rating available;
(iii) federal funds,
certificates of deposit, demand deposits,
time deposits
and bankers' acceptances (which shall each have an
original maturity of
not more than 90 days and, in the case of bankers'
acceptances, shall in
no event have an
original maturity of
more than
365 days or a remaining maturity of more than 30 days)
denominated
in
United States dollars of any U.S. depository institution or trust
company incorporated
under the laws of the
United States or any
state
thereof or of any domestic branch of a foreign depository
institution or
trust company;
provided, that the
short-term debt
obligations of such
depository institution
or trust company (or,
if the only Rating Agency
is Standard
& Poor's, in the case of the principal depository
institution in
a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition
thereof have been rated by each
Rating Agency in its
highest short-term
rating available; and
provided further that, if the
only Rating Agency is
Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt
24
<PAGE>
obligations of such
subsidiary are not separately rated, the applicable
rating shall be that of the bank holding company; and, provided further
that, if the original
maturity of such short-term debt obligations of a
domestic branch of a
foreign depository
institution
or trust company
shall exceed 30 days, the short-term rating of such institution
shall be
A-1+ in the case of Standard & Poor's if Standard & Poor's
is the Rating
Agency;
(iv) commercial
paper
and demand notes (having original
maturities of not more
than 365 days) of any
corporation
incorporated
under the laws of the United States or any state thereof which on the
date of acquisition
has been rated by each Rating Agency in its highest
short-term rating
available; provided
that such commercial paper shall
have a remaining maturity of not more than 30 days;
(v) any mutual fund,
money market fund, common trust fund or
other pooled
investment
vehicle, the assets of which are
limited to
instruments that
otherwise would constitute Permitted Investments
hereunder and have
been rated by each
Rating Agency in its highest
short-term rating available, including any such fund that is
managed by
the Trustee or any
affiliate of the Trustee or for which the Trustee or
any of its affiliates acts as an adviser; and
(vi) other obligations
or securities that are acceptable to each
Rating Agency as a
Permitted Investment
hereunder and will not
reduce
the rating assigned to
any Class of
Certificates by such Rating Agency
below the lower of the
then-current rating or
the rating assigned
to
such Certificates
as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive
only interest payments with respect
to the underlying debt instrument or (2)
the right to receive both principal and
interest payments derived from obligations underlying such instrument and
the
principal and interest payments with
respect to such instrument provide a yield
to maturity greater than 120% of the yield
to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term rating category available shall mean Aaa in the
case of Moody's and
AAA in the case of Standard & Poor's, and references herein to the highest
short-term rating category available shall mean P-1 in the
case of Moody's and
A-1+ in the case of Standard &
Poor's.
Permitted Transferee:
Any Transferee of a
Class R Certificate,
other
than a Disqualified Organization or
Non-United States Person.
Person: Any
individual,
corporation,
limited
liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Pool Stated Principal
Balance: With respect
to any Distribution
Date,
the aggregate of the Stated Principal
Balances of the Mortgage Loans.
Prepayment
Assumption: The
prepayment
assumption
of 20% of the
prepayment speed assumption, used for determining the accrual
of original issue
discount and market discount and premium on
the Certificates for
federal income
tax purposes.
Prepayment
Distribution
Percentage: With
respect to any
Distribution
Date, each Loan Group and each
Class of Subordinate Certificates, under the
applicable circumstances set forth below, the
respective percentages
set forth
below:
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<PAGE>
(i) For any
Distribution Date on
which any Class of Subordinate
Certificates are outstanding:
(a) in the case of the Class of Subordinate Certificates
then outstanding
with the Highest Priority and each other Class of
Subordinate
Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage,
the
numerator of which is the Certificate Principal Balance of such Class
immediately prior to
such date and the
denominator of which is the sum
of the Certificate
Principal Balances immediately prior to such date of
(1) the Class of
Subordinate
Certificates then
outstanding
with the
Highest Priority and
(2) all other Classes of Subordinate Certificates
for which the
respective Prepayment
Distribution
Triggers have been
satisfied; and
(b) in the
case of each other Class of Subordinate
Certificates for which
the Prepayment
Distribution
Triggers have not
been satisfied, 0%; and
(ii) Notwithstanding
the foregoing,
if the application of the
foregoing percentages
on any Distribution
Date as provided in
Section
4.02 (determined
without regard to the proviso to the
definition
of
"Subordinate
Principal
Distribution
Amount") would
result in a
distribution
in respect of principal of any Class or Classes of
Subordinate
Certificates in
an amount greater than the remaining
Certificate Principal
Balance thereof (any such class, a "Maturing
Class"), then:
(a) the Prepayment Distribution Percentage of each
Maturing Class
shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance
of such Class to zero;
(b) the Prepayment
Distribution
Percentage of
each other
Class of Subordinate Certificates (any such Class, a
"Non-Maturing Class")
shall be recalculated in accordance with the
provisions in
paragraph (ii) above,
as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage
as recalculated, the "Recalculated Percentage"); (c) the total
amount of
the reductions
in the Prepayment Distribution Percentages of the
Maturing Class or
Classes pursuant to clause (a) of this sentence,
expressed as an
aggregate percentage, shall be allocated among the
Non-Maturing Classes
in proportion
to their respective Recalculated
Percentages (the portion of such aggregate reduction so allocated
to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution
Date, the Prepayment
Distribution
Percentage of
each
Non-Maturing Class
shall be equal to the sum of (1) the Prepayment
Distribution
Percentage thereof,
calculated
in accordance with the
provisions in
paragraph (ii) above as if the Certificate Principal
Balance of each
Maturing Class had not
been reduced to zero,
plus (2)
the related Adjustment Percentage.
Prepayment
Distribution Trigger:
With respect to any Distribution Date
and any Class of Subordinate Certificates (other than the Class M-1
Certificates), a test that shall be satisfied if
the fraction
(expressed as a
percentage) equal to the sum of the
Certificate Principal Balances of such Class
and each Class of Subordinate Certificates
with a Lower Priority than such Class
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is
greater than or equal to the sum
of the related Initial Subordinate Class Percentages of such Classes of
Subordinate Certificates.
Prepayment Interest Shortfall: With respect to any Distribution
Date and
any Mortgage Loan (other than a Mortgage
Loan relating to an REO Property) that
was the subject of (a) a Principal Prepayment in Full during the related
Prepayment Period, an amount equal to the
excess of one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over
the
amount of interest (adjusted to the Net Mortgage Rate
(or Modified Net Mortgage
26
<PAGE>
Rate in the case of a Modified Mortgage
Loan)) paid by the Mortgagor during such
Prepayment Period to the date of such Principal Prepayment in Full or (b) a
Curtailment during the preceding calendar
month, an amount equal to one month's
interest at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of
a Modified Mortgage Loan) on the amount of
such Curtailment.
Prepayment Period:
With respect to any
Distribution Date and Principal
Prepayment in Full, the period commencing of the 16th day of the
month prior to
that Distribution Date and ending on the 15th day of the
month in which the
Distribution Date occurs.
Primary Insurance
Policy: The policy, if any, of primary mortgage
guaranty insurance related to a Mortgage
Loan.
Principal Prepayment:
Any payment of
principal or other
recovery on a
Mortgage Loan, including a recovery that takes
the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of
its scheduled Due
Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment
in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance
of a Mortgage Loan.
Purchase Agreement:
The Mortgage Loan Purchase Agreement, dated as of
the Closing Date, between the Seller and the
Company, as
purchaser,
and all
amendments thereof and supplements
thereto.
Purchase Price: With respect to any Mortgage
Loan (or REO
Property)
required to be or otherwise purchased on any date pursuant to Section 2.01,
2.02, 2.04, 3.13 or 4.07, an amount equal to
the sum of (i) 100% of the Stated
Principal Balance thereof as of such date,
plus the principal
portion of any
related unreimbursed Advances and (ii) unpaid accrued
interest at the Mortgage
Rate (or Modified Net Mortgage Rate plus the rate per annum at which the
Servicing Fee is calculated in the case of
a Modified Mortgage
Loan) (or at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) in the case of a purchase
made by the
Servicer) on the Stated
Principal Balance thereof to the Due Date in the Due
Period related to the
Distribution Date occurring in the month
following the month of
purchase from
the Due Date to which interest was last paid by the Mortgagor and (iii) in
connection with any Mortgage Loan required
to be repurchased pursuant to Section
7.03 of the Purchase Agreement, any costs
and damages incurred by the Trust Fund
with respect to such Mortgage Loan in connection with a breach of Section 7.02
(h) of the Purchase Agreement.
Qualified Substitute
Mortgage Loan: A
Mortgage Loan substituted by the
Seller for a Deleted Mortgage Loan which
must, on the date of such substitution,
as confirmed in an Officer's Certificate delivered to the Trustee, with a
copy
to the Custodian,
(i)
have an outstanding
principal balance,
after deduction of the
principal portion
of the monthly payment due in the month of
substitution (or in
the case of a substitution of more than one
Mortgage Loan
for a Deleted Mortgage Loan, an aggregate
outstanding principal
balance, after such deduction), not in
excess of the Stated
Principal Balance of
the Deleted
Mortgage
Loan (the amount of any shortfall to be deposited by the Seller
in the Custodial Account in the month of substitution);
(ii)
have a Mortgage Rate
and a Net Mortgage
Rate no lower than
and
not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate,
respectively, of the
Deleted Mortgage Loan as of
the date of substitution;
27
<PAGE>
(iii)
have a Loan-to-Value
Ratio at the time of substitution no higher
than that of the Deleted Mortgage Loan at the time of
substitution;
(iv)
have a remaining term
to stated maturity
not greater than
(and
not more than one year less than) that of the Deleted Mortgage
Loan;
(v)
have a Mortgage Rate
that adjusts with the
same frequency
and
based upon the same Index as that of the Deleted Mortgage Loan;
(vi)
have a Note Margin
not less than that of
the Deleted
Mortgage
Loan;
(vii)
have a Periodic
Rate Cap that is equal to that of the
Deleted
Mortgage Loan;
(viii)
have a next Adjustment
Date no later
than that of the
Deleted
Mortgage Loan; and
(ix)
comply with each
representation and
warranty made by the Seller
set forth in Section 7.02 of the Purchase Agreement.
Rating Agency:
Moody's and Standard & Poor's. If any agency or a
successor is no longer in existence,
"Rating Agency" shall
be such
statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given
to the Trustee and the Servicer.
Realized Loss: With
respect to each Mortgage Loan (or REO Property):
(a)
as to which a Cash
Liquidation or REO Disposition has occurred,
an amount (not less than zero) equal to (i) the Stated
Principal
Balance of the Mortgage Loan (or REO Property) as of the date
of
Cash Liquidation or REO Disposition, plus (ii) interest (and
REO
Imputed Interest, if
any) at the Net Mortgage Rate from the Due
Date as to which interest was last paid or advanced to
Certificateholders up
to the Due Date in the Due Period related
to the Distribution
Date on which such
Realized Loss will be
allocated pursuant
to Section 4.05 on the Stated Principal
Balance of such
Mortgage Loan (or REO Property) outstanding
during each
Due Period that such interest was not paid or
advanced, minus (iii)
the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition)
occurred, to the extent applied as recoveries of interest at
the
Net Mortgage Rate and to principal of the Mortgage Loan, net of
the
portion thereof reimbursable to the Servicer or any
Subservicer with
respect to related
Advances or expenses as to
which the Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed,
(b) which
is the subject of a Servicing Modification, (i) the amount
by which the interest portion of a Monthly Payment or the
principal balance of such Mortgage Loan was reduced, and (ii)
any
such amount with
respect to a Monthly
Payment that was or would
have been due in the
month immediately
following the month in
which a Principal Prepayment or the Purchase Price of such
Mortgage Loan is received or is deemed to have been received,
(c) which
has become
the subject of a Deficient Valuation, the
difference between the
principal balance of the Mortgage
Loan
outstanding immediately prior to such Deficient Valuation and
the
principal balance
of the Mortgage Loan as reduced by the
Deficient Valuation, or
28
<PAGE>
(d) which
has become
the object of a Debt
Service Reduction, the
amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss
hereunder so long as the Servicer has
notified the Trustee in writing that the
Servicer is
diligently
pursuing any
remedies that may exist in connection
with the representations and warranties
made regarding the related Mortgage Loan and either (A) the related
Mortgage
Loan is not in default with regard to
payments due
thereunder or (B) delinquent
payments of principal and interest under the related Mortgage Loan and any
premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage
Loan are being advanced on a current
basis by the Servicer or a Subservicer,
in either case without
giving effect to
any Debt Service Reduction.
Realized Losses on the
Mortgage Loans shall be allocated to the REMIC I
Regular Interests as follows: (1) The
interest portion of Realized Losses on the
Group 1 Loans, if any, shall be allocated between the Class Y-1 and Class
Z-1
Regular Interests pro rata according to the amount of interest accrued but
unpaid thereon, in reduction thereof and (2) the interest
portion of
Realized
Losses on the Group 2 Loans, if any, shall be allocated between the Class Y-2
and Class Z-2 Regular Interests pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof. Any interest portion of such
Realized Losses in excess of the amount
allocated pursuant to the preceding
sentence shall be treated as a principal portion of Realized Losses not
attributable to any specific Mortgage Loan
in such Group and allocated pursuant
to the succeeding sentences. The principal portion of Realized Losses with
respect to the Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) the principal portion of
Realized Losses on the Group
1 Loans shall be allocated, first, to the Class Y-1 Regular Interest to the
extent of the Class Y-1 Principal Reduction Amount in reduction of the Class
Principal Balance of such Regular Interest
and, second, the
remainder, if any,
of such principal portion of such Realized Losses shall be allocated to the
Class Z-1 Regular Interest in reduction of the Class
Principal Balance
thereof
and (2) the principal portion of Realized Losses on the Group 2 Loans shall
be
allocated, first, to the Class Y-2 Regular
Interest to the extent
of the Class
Y-2 Principal Reduction Amount in reduction of the Class
Principal Balance
of
such Regular Interest and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to the Class Z-2 Regular
Interest in reduction of the Class Principal Balance thereof. For any
Distribution Date, reductions in the Class
Principal Balances of the Class Y and
Class Z Regular Interest pursuant to this definition of
Realized Loss shall be
determined, and shall be deemed to occur,
prior to any reductions of such Class
Principal Balances by distributions on such
Distribution Date.
Record Date:
With respect to each Class of Certificates and any
Distribution Date, the last day of the
related Interest Accrual Period.
Regular Certificate:
Any of the
Certificates
other than a Class R
Certificate.
Relief Act: The Servicemembers Civil Relief Act, or similar
legislation
or regulations as in effect from time to
time.
Relief Act Shortfalls:
Shortfalls
in interest
payable by a
Mortgagor
that is not collectible from the Mortgagor
pursuant to the Relief Act.
REMIC: A "real estate mortgage investment conduit" within the
meaning of
Section 860D of the Code. As used herein, the term "the REMIC" or "the
REMICs"
shall mean one or more of the REMICs
created under this Agreement.
29
<PAGE>
REMIC
Administrator:
The Trustee;
provided
that
if the REMIC
Administrator is found by a court of
competent jurisdiction to no longer be able
to fulfill its obligations as REMIC Administrator under this Agreement the
Servicer or Trustee acting as Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations
under this Agreement.
REMIC I: The
segregated pool of
assets, with respect
to which a REMIC
election is made pursuant to this
Agreement, consisting of:
(a) the
Mortgage Loans and the related Mortgage Files and collateral
securing such Mortgage Loans,
(b) all
payments on and
collections in respect of the Mortgage Loans
due after the Cut-off Date as shall be on deposit in the
Custodial Account or
in the Payment Account
and identified
as
belonging to the Trust Fund,
(c)
property that secured
a Mortgage Loan and that has been acquired
for the benefit of the
Certificateholders by foreclosure or deed
in lieu of foreclosure,
(d) the
hazard insurance policies and Primary Insurance Policies,
if
any, and
(e) all
proceeds of clauses (a) through (d) above.
REMIC I Available Distribution Amount: For each Group for any
Distribution Date, the sum of the following
amounts with respect to the Mortgage
Loans in such Group:
(1) the total
amount of all cash received by or on behalf of the
Servicer with respect to such Mortgage
Loans by the Determination Date for such
Distribution Date and not previously
distributed,
including Monthly Advances
made by the Servicer, Liquidation Proceeds and scheduled amounts of
distributions from Buydown Funds respecting
Buydown Loans, if any, except:
(a) all scheduled
payments of principal
and interest
collected
but due subsequent to such Distribution Date;
(b) all Curtailments received after the Due Period;
(c) all Principal Prepayments in Full received after the
Prepayment Period immediately preceding such Distribution Date
(together
with any interest
payment received with
such Principal
Prepayments in
Full to the extent that it represents the payment of interest
accrued on
the Mortgage Loans for the period subsequent to the Prepayment
Period);
(d) Insurance
Proceeds, Liquidation Proceeds and Subsequent
Recoveries received on such Mortgage Loans after the Due
Period;
(e) all amounts in the Payment Account which are due and
reimbursable to
the Servicer pursuant to the terms of this Agreement;
(f) the Servicing
Fee payable on such Distribution Date with
respect to such Mortgage Loan; and
(g) Foreclosure Profits;
30
<PAGE>
(2) the sum, to the extent not previously distributed, of the following
amounts, to the extent advanced or
received, as applicable, by the Servicer:
(a) any Advance made
by the Servicer to the Trustee with respect
to such Distribution Date relating to such Mortgage Loans; and
(b)
Compensating Interest; and
(3) the total amount of any cash received during the Due Period by the
Trustee or the Servicer in respect of the
Purchase Price under Section 2.02,
Section 2.04 and Section 4.07.
REMIC I Distribution
Amount: For any Distribution Date, the REMIC I
Available Distribution Amount shall be distributed to the REMIC I Regular
Interests and the Class R-1 Residual Interest in the following amounts and
priority:
(a) To the extent of the REMIC I Available Distribution Amount for
Group
1:
(i) first,
to Class Y-1 and Class Z-1 Regular Interests and
Component I of the
Class R Certificates,
concurrently,
the Interest
Distribution Amounts
for such Classes
remaining unpaid from
previous
Distribution Dates,
pro rata according to
their respective
shares of
such unpaid amounts;
(ii) second, to the Class Y-1 and Class Z-1 Regular Interests
and
Component I of the
Class R Certificates,
concurrently,
the Interest
Distribution Amounts for such Classes for the current Distribution
Date,
pro rata according to their respective Interest Distribution
Amounts;
(iii) third, to
Component I of the Class R Certificates, until
the Class Principal Balance thereof has been reduced to zero;
and
(iv) fourth,
to the Class Y-1 and
Class Z-1 Regular
Interests,
the Class Y-1 Principal Distribution Amount and the Class
Z-1 Principal
Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for
Group
2:
(i) first,
to the Class Y-2 and
Class Z-2 Regular Interests,
concurrently,
the Interest
Distribution
Amounts for such Classes
remaining unpaid from previous Distribution Dates, pro rata
according to
their respective shares of such unpaid amounts;
(ii) second,
to the Class Y-2 and
Class Z-2 Regular
Interests,
concurrently, the Interest Distribution Amounts for such Classes
for the
current Distribution
Date, pro rata according to their respective
Interest Distribution Amounts; and
(iii) third,
to the Class Y-2 and
Class Z-2 Regular
Interests,
the Class Y-2 Principal Distribution Amount and the Class
Z-2 Principal
Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amounts
for Group 1 and
Group 2 for such
Distribution
Date remaining after
payment of the
amounts pursuant to paragraphs (a) and (b) of this
definition of "REMIC I Distribution Amount":
(i) first,
to each Class of Class Y and Class Z Regular
Interests, pro rata
according to the
amount of unreimbursed
Realized
Losses allocable to principal previously allocated to each such Class;
provided, however,
that any amounts distributed pursuant to this
paragraph (e)(i) of
this definition of
"REMIC I Distribution
Amount"
shall not cause a reduction in the Class Principal Balances of any of
the Class Y and Class Z Regular Interests; and
31
<PAGE>
(ii) second, to the Component I of the Class R Certificates,
the
Residual Distribution Amount for Component I of the Class R
Certificates
for such Distribution Date.
REMIC I Interest: The
REMIC I Regular
Interests and Component I of the
Class R Certificates.
REMIC I Regular
Interest: Any of the
eight separate
non-certificated
beneficial ownership interests in REMIC I issued
hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at rate specified for such REMIC I Interest in the Preliminary
Statement 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 Balance as set forth in the Preliminary
Statement hereto. The designations for the
respective REMIC I Regular Interests
are set forth in the Preliminary Statement
hereto.
REMIC II: The segregated pool of assets consisting of all of the
REMIC I
Regular Interests, with respect to which a separate
REMIC election is to be
made.
REMIC II Certificate: Any Certificate, other than a Class R
Certificate.
REMIC II Regular Interest: Any of the ten certificated beneficial
ownership interests in REMIC II issued
hereunder, and,
hereby, designated as
a
"regular interest" in REMIC II, as follows:
Class 1-A-1, Class
2-A, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2
and Class B-3 Certificates.
REMIC Provisions:
Provisions of the
federal income tax law relating to
real estate mortgage investment conduits,
which appear at
Sections 860A through
860G of Subchapter M of Chapter 1 of the Code,
and related provisions, and
temporary and final regulations (or, to the extent not
inconsistent
with such
temporary or final regulations, proposed regulations) and published
rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
Remittance Report:
A report that includes
the information set forth in
Exhibit L hereto.
REO Acquisition:
The acquisition by the Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the
Servicer
that it has received all Insurance
Proceeds, Liquidation
Proceeds, REO Proceeds
and other payments and recoveries
(including proceeds of a final sale) which the
Servicer expects to be finally recoverable
from the sale or other disposition of
the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage
Rate that would have been applicable
to the related Mortgage Loan had it been
outstanding) on the
unpaid principal
balance of the Mortgage Loan as of the date of
acquisition
thereof for such
period.
REO Proceeds:
Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation,
proceeds from the rental of the related
32
<PAGE>
Mortgaged Property or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited
into the
Custodial Account only upon the related REO
Disposition.
REO Property:
A Mortgaged
Property acquired by the Servicer
through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for
Release: A request for release, the forms of which are
attached as Exhibit F hereto, or an electronic request in a form acceptable
to
the Custodian.
Required Insurance
Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be
maintained from time to time under this
Agreement or the related Subservicing Agreement in respect of such Mortgage
Loan.
&nb
