AMERICAN HOME MORTGAGE ASSETS
LLC,
COMPANY
WELLS FARGO BANK, N.A.,
MASTER SERVICER AND SECURITIES
ADMINISTRATOR
AND
DEUTSCHE BANK NATIONAL TRUST
COMPANY,
TRUSTEE
POOLING AND SERVICING
AGREEMENT
DATED AS OF DECEMBER 1,
2005
________________________
MORTGAGE-BACKED PASS-THROUGH
CERTIFICATES
SERIES 2005-2
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
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Section 1.01
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Defined Terms .
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Accepted Master Servicing
Practices
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Accrual Period
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Accrued Certificate
Interest
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Adjustable Rate Mortgage
Loans
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Advance
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Affiliate
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Aggregate Stated Principal
Balance
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Agreement
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AHMC
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AHMC Side Agreements
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Assignment
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Assignment Agreement
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Available Funds
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Bankruptcy Code
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Bankruptcy Loss
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Book-Entry Certificate
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Business Day
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Cap Counterparty
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Cash Liquidation
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Certificate
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Certificate Group
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Certificateholder” or
“Holder
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Certificate Margin
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Certificate Owner
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Certificate Principal
Balance
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Certificate Register
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Class
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Class 1-A-1
Certificates
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Class 1-B Certificates
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Class 1-B-1
Certificates
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Class 1-B-2
Certificates
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Class 1-B-3
Certificates
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Class 1-B-4
Certificates
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Class 1-B-5
Certificates
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Class 1-B-6
Certificates
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Class 1-X Certificate
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Class 2-A-1
Certificates
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Class 2-A-1A
Certificates
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Class 2-A-1B
Certificates
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Class 2-B-1
Certificates
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Class 2-B-2
Certificates
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Class 2-B-3
Certificates
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Class 2-B-4
Certificates
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Class 2-B-5
Certificates
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Class 2-B-6
Certificates
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Class 2-B Certificates
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Class B Certificates
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Class P Certificate
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Class R Certificate
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Class R-I Certificate
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Class R-II Certificate
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Class R-1A Interest
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Class R-1B Interest
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Closing Date
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Code
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Collateral Value
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Commission
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Company
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Compensating Interest
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Corporate Trust Office
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Corresponding
Certificate
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Curtailment
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Custodian
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Cut-off Date
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Cut-off Date Balance
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Deficient Valuation
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Definitive Certificate
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Deleted Mortgage Loan
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Delinquent
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Depositor
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Depository
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Depository Participant
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Determination Date
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Disqualified
Organization
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Distribution Account
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Distribution Date
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Due Date
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Due Period
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EDGAR
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Eligible Account
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Eligible Substitute Mortgage
Loan
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ERISA Restricted
Certificates
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Event of Default
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Exchange Act
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Fannie Mae
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FDIC
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Fitch Ratings
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Freddie Mac
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Group I Allocable
Share
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Group I Available
Funds
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Group I Certificates
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Group I Class Prepayment
Distribution Trigger
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Group I Cut-off Date
Balance
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Group I Loans
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Group I Interest Remittance
Amount
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Group I Senior
Certificates
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Group I Subordinate
Certificates
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Group I Subordinate Optimal
Principal Amount
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Group I Original Subordinate
Principal Balance
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Group II Allocable
Share
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Group II Available
Funds
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Group II Certificates
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Group II Class Prepayment
Distribution Trigger
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Group II Cut-off Date
Balance
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Group II Loans
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Group II Senior
Certificates
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Group II Subordinate
Certificates
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Group II Subordinate Optimal
Principal Amount
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Group II Original Subordinate
Principal Balance
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Initial Certificate Principal
Balance
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Initial Notional
Amount
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Insurance Policy
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Insurance Proceeds
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Interest Determination
Date
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Late Collections
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LIBOR Business Day
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LIBOR Certificate
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Liquidated Mortgage
Loan
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Liquidation Proceeds
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Loan-to-Value Ratio
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Lost Note Affidavit
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Master Servicer
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Maximum Pass-Through
Rate
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MERS
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MERS® System
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MIN
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MOM Loan
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MOM Loan
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Monthly Payment
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Moody’s
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Mortgage
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Mortgage File
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Mortgage Loan
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Mortgage Loan Purchase
Agreement
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Mortgage Loan Schedule
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Mortgage Note
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Mortgage Rate
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Mortgaged Property
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Mortgagor
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Net Liquidation
Proceeds
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Net Mortgage Rate
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Net Maximum Rate Cap
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Net Prepayment Interest
Shortfall
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Net WAC Rate
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Net WAC Shortfall
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Net WAC Shortfall Carry-Forward
Amount
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Net WAC Shortfall Reserve
Fund
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Nonrecoverable Advance
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Non-United States
Person
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Notional Amount
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Offered Certificates
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Officers’
Certificate
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One-Month LIBOR
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Opinion of Counsel
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Optional Termination
Date
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Original Subordinate Principal
Balance
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OTS
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Outstanding Mortgage
Loan
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Outstanding Principal
Balance
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Ownership Interest
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Pass-Through Rate
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Percentage Interest
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Permitted Investment
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Permitted Transferee
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Person
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Prepayment Assumption
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Prepayment Charge
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Prepayment Interest
Shortfall
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Prepayment Period
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Primary Hazard Insurance
Policy
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Primary Mortgage Insurance
Policy
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Principal Prepayment
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Principal Prepayment in
Full
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Prospectus Supplement
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Protected Account
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Purchase Price
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Purchase, Warranties and
Servicing Agreement
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Qualified Insurer
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Rating Agency
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Realized Loss
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Record Date
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Reference Banks
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Regular Certificate
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Regular Interest
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Relief Act
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Relief Act Interest
Shortfall
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REMIC
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REMIC 1-A
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REMIC 1-A Regular
Interests
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REMIC 1-B
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REMIC 2-A
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REMIC 2-A Regular
Interests
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REMIC Provisions
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REMIC Regular Interest
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Remittance Report
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REO Acquisition
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REO Disposition
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REO Imputed Interest
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REO Proceeds
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REO Property
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Request for Release
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Request for Release
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Residual Certificates
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Residual Interest
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Responsible Officer
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Sarbanes Oxley
Certification
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Securities
Administrator
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Seller
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Senior Certificates
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Senior Optimal Principal
Amount
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Senior Percentage
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Senior Prepayment
Percentage
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Servicer
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Servicer Remittance
Date
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Servicing Advances
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Servicing Agreement
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Servicing Fee
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Servicing Fee Rate
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Servicing Officer
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Servicing Rights
Pledgee
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Single Certificate
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Standard &
Poor’s
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Startup Day
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Stated Principal
Balance
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Step-Up Date
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Strike Rate
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Sub-Group
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Subordinate Percentage
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Subordinate Prepayment
Percentage
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Subservicer
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Subsequent Recoveries
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Substitution
Adjustment
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Tax Returns
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Transfer
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Transferor
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Trust Fund
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Trust REMIC
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Trustee
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Uncertificated Accrued
Interest
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Uncertificated Principal
Balance
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Uncertificated Pass-Through
Rate
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Uncertificated REMIC 1-A
Pass-Through Rate
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Uninsured Cause
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United States Person
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Unpaid Interest
Shortfalls
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Voting Rights
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Weighted Average Net Mortgage
Rate
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Yield Maintenance
Agreement
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Yield Maintenance Agreement
Account
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Yield Maintenance Administration
Agreement
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Yield Maintenance
Administrator
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Section 1.02
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Determination of LIBOR .
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Section 1.03
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Allocation of Certain Interest
Shortfalls .
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ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
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Section 2.01
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Conveyance of Mortgage Loans
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Section 2.02
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Acceptance of the Trust Fund by the
Trustee .
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Section 2.03
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Representations, Warranties and Covenants of the
Master Servicer and the Company .
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Section 2.04
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Assignment of Interest in the Mortgage Loan
Purchase Agreement and AHMC Side Agreements .
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Section 2.05
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Issuance of Certificates; Conveyance of REMIC
Regular Interests and Acceptance of REMIC 1-A, REMIC 1-B and REMIC
2-A by the Trustee .
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Section 2.06
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Negative Covenants of the Trustee and Master
Servicer .
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ARTICLE III ADMINISTRATION AND
SERVICING OF THE TRUST FUND
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Section 3.01
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Administration and Servicing of Mortgage
Loans .
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Section 3.02
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REMIC-Related Covenants .
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Section 3.03
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Monitoring of Servicer .
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Section 3.04
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Fidelity Bond .
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Section 3.05
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Power to Act; Procedures .
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Section 3.06
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Due-on-Sale Clauses; Assumption
Agreements .
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Section 3.07
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Release of Mortgage Files
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Section 3.08
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Documents, Records and Funds in Possession of
Master Servicer To Be Held for Trustee .
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Section 3.09
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Standard Hazard Insurance and Flood Insurance
Policies .
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Section 3.10
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Presentment of Claims and Collection of
Proceeds .
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Section 3.11
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Maintenance of the Primary Mortgage Insurance
Policies .
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Section 3.12
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Trustee to Retain Possession of Certain
Insurance Policies and Documents .
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Section 3.13
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Realization Upon Defaulted Mortgage
Loans .
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Section 3.14
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Compensation for the Master Servicer
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Section 3.15
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REO Property .
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Section 3.16
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Protected Accounts .
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Section 3.17
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[Reserved] .
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Section 3.18
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[Reserved] .
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Section 3.19
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Distribution Account .
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Section 3.20
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Permitted Withdrawals and Transfers from the
Distribution Account .
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Section 3.21
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Annual Officer’s Certificate as to
Compliance .
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Section 3.22
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Annual Independent Accountant’s Servicing
Report .
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Section 3.23
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Reports Filed with Securities and Exchange
Commission .
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Section 3.24
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Reserved .
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Section 3.25
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Optional Purchase of Defaulted Mortgage
Loans .
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Section 3.26
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The Yield Maintenance Agreement.
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ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS
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Section 4.01
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Distributions .
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Section 4.02
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Statements to Certificateholders
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Section 4.03
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Remittance Reports; Advances by the Master
Servicer .
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Section 4.04
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Distributions on the REMIC Regular
Interests .
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Section 4.05
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Allocation of Realized Losses
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Section 4.06
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Information Reports to Be Filed by the
Servicer .
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Section 4.07
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Compliance with Withholding
Requirements .
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Section 4.08
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Net WAC Shortfall Reserve Fund
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Section 4.09
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[Reserved] .
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ARTICLE V THE
CERTIFICATES
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Section 5.01
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The Certificates .
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Section 5.02
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Registration of Transfer and Exchange of
Certificates .
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Section 5.03
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Mutilated, Destroyed, Lost or Stolen
Certificates .
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Section 5.04
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Persons Deemed Owners .
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Section 5.05
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Rule 144A Information .
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ARTICLE VI THE COMPANY AND THE
MASTER SERVICER
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Section 6.01
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Liability of the Company and the Master
Servicer .
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Section 6.02
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Merger, Consolidation or Conversion of the
Company or the Master Servicer .
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Section 6.03
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Limitation on Liability of the Company, the
Master Servicer, the Securities Administrator and Others
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Section 6.04
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Limitation on Resignation of the Master
Servicer .
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Section 6.05
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Sale and Assignment of Master
Servicing .
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ARTICLE VII DEFAULT
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Section 7.01
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Events of Default .
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Section 7.02
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Trustee to Act; Appointment of
Successor .
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Section 7.03
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Notification to Certificateholders
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Section 7.04
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Waiver of Events of Default
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Section 7.05
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List of Certificateholders
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ARTICLE VIII CONCERNING THE TRUSTEE
AND SECURITIES ADMINISTRATOR
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Section 8.01
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Duties of Trustee and the Securities
Administrator .
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Section 8.02
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Certain Matters Affecting the Trustee and the
Securities Administrator .
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Section 8.03
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Trustee and Securities Administrator Not Liable
for Certificates or Mortgage Loans .
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Section 8.04
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Trustee and Securities Administrator May Own
Certificates .
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Section 8.05
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Trustee’s and Securities
Administrator’s Fees .
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Section 8.06
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Eligibility Requirements for Trustee and the
Securities Administrator .
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Section 8.07
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Resignation and Removal of the Trustee and the
Securities Administrator .
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Section 8.08
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Successor Trustee and Successor Securities
Administrator .
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Section 8.09
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Merger or Consolidation of Trustee or Securities
Administrator .
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Section 8.10
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Appointment of Co-Trustee or Separate
Trustee .
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ARTICLE IX TERMINATION
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Section 9.01
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Termination Upon Repurchase or Liquidation of
All Mortgage Loans or upon Purchase of Certificates
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Section 9.02
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Termination of REMIC 1-B and REMIC
2-A .
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Section 9.03
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Additional Termination Requirements
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ARTICLE X REMIC
PROVISIONS
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Section 10.01
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REMIC Administration .
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Section 10.02
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Prohibited Transactions and
Activities .
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Section 10.03
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Master Servicer, Securities Administrator and
Trustee Indemnification .
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ARTICLE XI MISCELLANEOUS
PROVISIONS
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Section 11.01
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Amendment .
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Section 11.02
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Recordation of Agreement;
Counterparts .
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Section 11.03
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Limitation on Rights of
Certificateholders .
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Section 11.04
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Governing Law .
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Section 11.05
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Notices .
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Section 11.06
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Severability of Provisions
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Section 11.07
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Successors and Assigns .
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Section 11.08
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Article and Section Headings
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Section 11.09
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Notice to Rating Agencies
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Section 11.10
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Third Party Rights .
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Signatures
Acknowledgments
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Exhibit A-1
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Form of Class 1-A-1, Class 2-A-1 and
Class 1-X Certificates
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Exhibit A-2
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Form of Class B
Certificates
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Exhibit A-3
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Form of Class P
Certificates
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Exhibit A-4
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Form of Class R
Certificate
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Exhibit B
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[Reserved]
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Exhibit C
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Form of Custodian Initial
Certification
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Exhibit D
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Form of Custodian Final
Certification
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Exhibit E
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Form of Remittance Report
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Exhibit F
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Form of Request for
Release
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Exhibit G-1
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Form of Investor Representation
Letter
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Exhibit G-2
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Form of Transferor Representation
Letter
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Exhibit G-3
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Form of Rule 144A Investment
Representation
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Exhibit G-4
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Form of Transferor Certificate for
Transfers of Residual Certificates
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Exhibit G-5
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Form of Transfer Affidavit and
Agreement for Transfers of Residual Certificates
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Exhibit H
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Mortgage Loan Schedule
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Exhibit I
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Form of Lost Note
Affidavit
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Exhibit J
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[Reserved]
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Exhibit K
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[Reserved]
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Exhibit L-1
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Form of Company
Certification
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Exhibit L-2
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Form 10-K Back-up Certification
(Securities Administrator)
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Exhibit M
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Form of Servicing
Agreement
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Exhibit N
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Form of Yield Maintenance
Administration Agreement
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Exhibit O-1
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Form of Yield Maintenance
Agreement
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Exhibit O-2
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Yield Maintenance Agreement Monthly
Strike Rate Schedule
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Exhibit P
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Form of Mortgage Loan Purchase
Agreement
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This Pooling and Servicing
Agreement, dated and effective as of December 1, 2005, is entered
into among American Home Mortgage Assets LLC, as company (the
“Company”), Wells Fargo Bank, N.A., as master servicer
(in such capacity, the “Master Servicer”) and as
securities administrator (in such capacity, the “Securities
Administrator”), and Deutsche Bank National Trust Company, as
trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Company intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder. The
Certificates will consist of nineteen Classes of Certificates,
designated as Class 1-A-1, Class 2-A-1A, Class 2-A-1B, Class 1-X,
Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5,
Class 1-B-6, Class 2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4,
Class 2-B-5, Class 2-B-6, Class P, Class R-I and Class R-II
Certificates.
REMIC 1-A
As provided herein, the Securities
Administrator on behalf of the Trustee will make an election to
treat the segregated pool of assets consisting of the Group I
Mortgage Loans as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
1-A”. The Class R-1A Interest will represent the sole Class
of “residual interests” in REMIC 1-A for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the designation, the Uncertificated REMIC 1-A Pass-Through
Rate, the initial Uncertificated Principal Balance, and for
purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 1-A Regular Interests. None of
the REMIC 1-A Regular Interests will be certificated.
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Uncertificated REMIC
1-A Pass-Through Rate
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Initial Certificate
Principal Balance
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Assumed Final
Maturity Date
(1)
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LT-1A1
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(2)
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$
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385,277,000
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January 25, 2036
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LT-1B1
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(2)
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$
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10,771,000.00
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January 25, 2036
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LT-1B2
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(2)
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$
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6,836,000.00
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January 25, 2036
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LT-1B3
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(2)
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$
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4,143,000.00
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January 25, 2036
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LT-1B4
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(2)
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$
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3,107,000.00
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January 25, 2036
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LT-1B5
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(2)
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$
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2,486,000.00
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January 25, 2036
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LT-1B6
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(2)
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$
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1,654,551.00
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January 25, 2036
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LT-R
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(2)
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$
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50.00
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January 25, 2036
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LT-P
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(2)
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$
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50.00
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January 25, 2036
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(1)
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For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest possible maturity date has been designated as the
“latest possible maturity date” for each REMIC 1-A
Regular Interest and the Class R-II Certificates.
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(2)
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Calculated in accordance with the
definition of “Uncertificated REMIC 1-A Pass-Through
Rate” herein.
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REMIC 1-B
As provided herein, the Securities
Administrator on behalf of the Trustee will make an election to
treat the segregated pool of assets consisting of the REMIC 1-A
Regular Interests as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
1-B”. The Class R-1B Interest will represent the sole Class
of “residual interests” in REMIC 1-B for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial
Certificate Principal Balance for each Class of Certificates that
represents ownership of one or more of the “regular
interests” in REMIC 1-B created hereunder.
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Initial Certificate
Principal Balance
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Assumed Final
Maturity Date
(1)
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Class 1-A-1
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$
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385,277,000
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Adjustable (2)
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January 25, 2036
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Class 1-X
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$
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414,274,551
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Adjustable (2)
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January 25, 2036
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Class 1-B-1
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$
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10,771,000
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Adjustable (2)
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January 25, 2036
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Class 1-B-2
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$
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6,836,000
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Adjustable (2)
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January 25, 2036
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Class 1-B-3
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$
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4,143,000
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Adjustable (2)
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January 25, 2036
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Class 1-B-4
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$
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3,107,000
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Adjustable (2)
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January 25, 2036
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Class 1-B-5
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$
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2,486,000
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Adjustable (2)
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January 25, 2036
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Class 1-B-6
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$
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1,654,551
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Adjustable (2)
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January 25, 2036
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Class P-1 Interest
(3)
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$
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50
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N/A
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January 25, 2036
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(1)
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For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest possible maturity date has been designated as the
“latest possible maturity date” for each REMIC 1-B
Regular Interest.
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(2)
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Calculated in accordance with the
definition of “Pass-Through Rate” herein.
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(3)
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For federal income tax purposes, the
Class P Certificates will represent ownership of the Class P-1
Interest and the Class P-2 Interest.
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REMIC 2-A
As provided herein, the Securities
Administrator on behalf of the Trustee will make an election to
treat the segregated pool of assets consisting of the Group II
Mortgage Loans as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
2-A”. The Class R-II Certificates will represent the sole
Class of “residual interests” in REMIC 2A for purposes
of the REMIC Provisions.
The following table irrevocably sets
forth the Class designation, Pass-Through Rate and Initial
Certificate Principal Balance for each Class of Certificates that
represents ownership of one or more of the “regular
interests” in REMIC 2-A created hereunder.
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Initial Certificate
Principal Balance
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Assumed Final
Maturity Date
(1)
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Class 2-A-1A
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$
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120,508,200
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Adjustable (2)
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January 25, 2036
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Class 2-A-1B
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$
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13,389,800
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Adjustable (2)
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January 25, 2036
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Class 2-B-1
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$
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6,341,000
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Adjustable (2)
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January 25, 2036
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Class 2-B-2
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$
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2,984,000
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Adjustable (2)
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January 25, 2036
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Class 2-B-3
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$
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1,865,000
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Adjustable (2)
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January 25, 2036
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Class 2-B-4
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$
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1,716,000
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Adjustable (2)
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January 25, 2036
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Class 2-B-5
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$
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1,343,000
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Adjustable (2)
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January 25, 2036
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Class 2-B-6
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$
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1,042,370
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Adjustable (2)
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January 25, 2036
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Class P-2 Interest
(3)
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$
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50
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N/A
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January 25, 2036
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(1)
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For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date in the month following the maturity date for the Mortgage Loan
with the latest possible maturity date has been designated as the
“latest possible maturity date” for each REMIC 2-A
Regular Interest.
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(2)
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Calculated in accordance with the
definition of “Pass-Through Rate” herein.
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(3)
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For federal income tax purposes, the
Class P Certificates will represent ownership of the Class P-1
Interest and the Class P-2 Interest.
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ARTICLE I
DEFINITIONS
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Section 1.01
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Defined Terms
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Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article. Unless otherwise
specified, all calculations in respect of interest on the Class
1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class
1-B-5 and Class 1-B-6 Certificates shall be made on the basis of a
360-day year consisting of the actual number of days in the related
Accrual Period. All calculations of interest with regard to the
Class 2-A-1A, Class 2-A-1B, Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 1-X and Class R
Certificates REMIC 1-A Regular Interests and REMIC 2-A Regular
Interests shall be on the basis of a 360-day year consisting of
twelve 30-days months.
“Accepted Master Servicing
Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage master servicing practices of
prudent mortgage master servicing institutions that master service
Mortgage Loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Master Servicer (except in
its capacity as successor to the Servicer), or (y) as provided in
this Agreement, to the extent applicable to the Master Servicer,
but in no event below the standard set forth in clause
(x).
“Accrual Period”: With
respect to any Distribution Date and any Class of Certificates,
other than the Class 1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates, the prior
calendar month. With respect to any Distribution Date and any Class
1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class
1-B-5 and Class 1-B-6, the period commencing on the immediately
preceding Distribution Date (or in the case of the first
Distribution Date, from the Closing Date) and ending on the day
immediately preceding the current Distribution Date. Accrued
Certificate Interest for the Class 1-A-1, Class 1-B-1, Class 1-B-2,
Class 1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates
shall be calculated on the basis of the actual number of days in
the Accrual Period and a 360-day year. Accrued Certificate Interest
for the Class 2-A-1A, Class 2-A-1B, Class 2-B-1, Class 2-B-2, Class
2-B-3, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class 1-X and Class R
Certificates shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.
“Accrued Certificate
Interest”: With respect to any Class of Certificates and any
Distribution Date, the amount of interest accrued during the
related Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance (or Notional Amount in the case of
the Class 1-X Certificates) of such Class immediately prior to such
Distribution Date, plus any Accrued Certificate Interest remaining
unpaid from any prior Distribution Date with interest thereon at
the related Pass-Through Rate.
“Adjustable Rate Mortgage
Loans”: The Mortgage Loans identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is adjustable at any point
during the life of the related Mortgage, including any Mortgage
Loans delivered in replacement thereof.
“Advance”: As to any
Mortgage Loan, any advance made by the Servicer or the Master
Servicer on any Distribution Date pursuant to Section
4.03.
“Affiliate”: With
respect to any Person, any other Person controlling, controlled by
or under common control with such Person. For purposes of this
definition, “control” means the power to direct the
management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or
otherwise and “controlling” and
“controlled” shall have meanings correlative to the
foregoing.
“Aggregate Stated Principal
Balance”: As of any date of determination, the aggregate
Stated Principal Balance of the Mortgage Loans.
“Agreement”: This
Pooling and Servicing Agreement and all amendments
hereof.
“AHMC”: American Home
Mortgage Corp.
“AHMC Side Agreements”:
The Purchase, Warranties and Servicing Agreement and the Assignment
Agreement.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to reflect a record the sale of the Mortgage.
“Assignment Agreement”:
The Assignment, Assumption and Recognition Agreement, dated as of
December 28, 2005, among American Home Mortgage Corp., as assignor,
Deutsche Bank National Trust Company, as trustee and AHMC, as
company.
“Available Funds”: The
Group I Available Funds and Group II Available Funds, as
applicable.
“Bankruptcy Code”: The
Bankruptcy Code of 1978, as amended.
“Bankruptcy Loss”: Any
loss resulting from a bankruptcy court, in connection with a
personal bankruptcy of a mortgagor, (1) establishing the value of a
mortgaged property at an amount less than the Outstanding Principal
Balance of the mortgage loan secured by such mortgaged property or
(2) reducing the amount of the Monthly Payment on the related
Mortgage Loan.
“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 the
New York Stock Exchange or Federal Reserve is closed or on which
banking institutions in the jurisdiction in which the Master
Servicer, the Servicer, any Subservicer or the Corporate Trust
Office of the Securities Administrator or the Trustee,
respectively, is located are authorized or obligated by law or
executive order to be closed.
“Cap Counterparty”: Bear
Stearns Financial Products, Inc.
“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
1-A-1, Class 2-A-1A, Class 2-A-1B, Class 1-X, Class 1-B-1, Class
1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5, Class 1-B-6, Class
2-B-1, Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5, Class
2-B-6, Class P, Class R-I and Class R-II Certificates.
“Certificate Group”: The
Group I Certificates or the Group II Certificates.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that only a
Permitted Transferee shall be a holder of a Residual Certificate
for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in
the name of the Company or the Master Servicer or any affiliate
thereof shall be deemed not to be outstanding and the Voting Rights
to which such Certificate is entitled shall not be taken into
account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained,
except as otherwise provided in Section 11.01. The Trustee and the
Securities Administrator shall be entitled to rely upon a
certification of the Company or the Master Servicer in determining
if any Certificates are registered in the name of the respective
affiliate. 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 and the Securities Administrator shall be required to
recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate Margin”:
With respect to the Class 1-A-1 Certificates, on any Distribution
Date prior to the Step-Up Date, 0.270% per annum, and on any
Distribution Date on and after the Step-Up Date, 0.540% per annum.
With respect to the Class 1-B-1 Certificates, on any Distribution
Date prior to the Step-Up Date, 0.650% per annum, and on any
Distribution Date on and after the Step-Up Date, 0.975% per annum.
With respect to the Class 1-B-2 Certificates, on any Distribution
Date prior to the Step-Up Date, 1.250% per annum, and on any
Distribution Date on and after the Step-Up Date, 1.875% per annum.
With respect to the Class 1-B-3 Certificates, on any Distribution
Date prior to the Step-Up Date, 1.800% per annum, and on any
Distribution Date on and after the Step-Up Date, 2.700% per annum.
With respect to the Class 1-B-4 Certificates, on any Distribution
Date prior to the Step-Up Date, 1.800% per annum, and on any
Distribution Date on and after the Step-Up Date, 2.700% per annum.
With respect to the Class 1-B-5 Certificates, on any Distribution
Date prior to the Step-Up Date, 1.800% per annum, and on any
Distribution Date on and after the Step-Up Date, 2.700% per annum.
With respect to the Class 1-B-6 Certificates, on any Distribution
Date prior to the Step-Up Date, 1.800% per annum, and on any
Distribution Date on and after the Step-Up Date, 2.700% per
annum.
“Certificate Owner”:
With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate, as reflected on the books of
an indirect participating
brokerage firm for which a
Depository Participant acts as agent, if any, and otherwise on the
books of a Depository Participant, if any, and otherwise on the
books of the Depository.
“Certificate Principal
Balance”: With respect to any Class of Certificates
immediately prior to any Distribution Date, the initial Certificate
Principal Balance thereof, plus any Subsequent Recoveries added to
the Certificate Principal Balance of such Certificate, reduced by
the sum of (a) all amounts actually distributed in respect of
principal of such Class and (b) in the case of the Certificates,
minus the aggregate amount of any reductions in the Certificate
Principal Balance thereof deemed to have occurred in connection
with allocations of Realized Losses on all prior Distribution
Dates. The Class 1-X Certificates will not have a Certificate
Principal Balance.
“Certificate Register”:
The register maintained pursuant to Section 5.02.
“Class”: Collectively,
all of the Certificates bearing the same designation.
“Class 1-A-1
Certificates”: Any one of the Class 1-A-1 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-1, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B
Certificates”: The Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
“Class 1-B-1
Certificates”: Any one of the Class 1-B-1 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B-2
Certificates”: Any one of the Class 1-B-2 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B-3
Certificates”: Any one of the Class 1-B-3 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B-4
Certificates”: Any one of the Class 1-B-4 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B-5
Certificates”: Any one of the Class 1-B-5 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-B-6
Certificates”: Any one of the Class 1-B-6 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
1-B.
“Class 1-X Certificate”:
Any one of the Class 1-X Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit A-1,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing a
REMIC Regular Interest in REMIC 1-B.
“Class 2-A-1
Certificates”: The Class 2-A-1A Certificates and Class 2-A-1B
Certificates.
“Class 2-A-1A
Certificates”: Any one of the Class 2-A-1A Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-1, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-A-1B
Certificates”: Any one of the Class 2-A-1B Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-1, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-1
Certificates”: Any one of the Class 2-B-1 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-2
Certificates”: Any one of the Class 2-B-2 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-3
Certificates”: Any one of the Class 2-B-3 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the
right to distributions as set forth
herein and therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-4
Certificates”: Any one of the Class 2-B-4 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-5
Certificates”: Any one of the Class 2-B-5 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B-6
Certificates”: Any one of the Class 2-B-6 Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-2, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
representing the right to distributions as set forth herein and
therein and evidencing a REMIC Regular Interest in REMIC
2-A.
“Class 2-B
Certificates”: The Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
“Class B Certificates”:
The Class 1-B Certificates and 2-B Certificates.
“Class P Certificate”:
Any one of the Class P Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit A-3,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, representing the right
to distributions as set forth herein and therein and evidencing a
REMIC Regular Interest in REMIC 1-B and a REMIC Regular Interest in
REMIC 2-A.
“Class P-1 Interest”: An
uncertificated REMIC Regular Interest in REMIC 1-B, beneficially
owned by the holder of the Class P Certificates and entitled to any
Prepayment Charges in respect of the Group I Mortgage
Loans.
“Class P-2 Interest”: An
uncertificated REMIC Regular Interest in REMIC 2-A, beneficially
owned by the holder of the Class P Certificates and entitled to any
Prepayment Charges in respect of the Group II Mortgage
Loans.
“Class R Certificate”:
Any one of the Class R-I Certificates or Class R-II
Certificates.
“Class R-I Certificate”:
Any one of the Class R-I Certificates as designated on the face
thereof substantially in the form annexed hereto as Exhibit A-4,
executed by the Securities Administrator and authenticated and
delivered by the Securities Administrator, evidencing the ownership
of the Class R-1B Interest and the Class R-2B Interest.
“Class R-II
Certificate”: Any one of the Class R-II Certificates as
designated on the face thereof substantially in the form annexed
hereto as Exhibit A-4, executed by the Securities Administrator and
authenticated and delivered by the Securities Administrator,
evidencing the ownership of the Class R-1A Interest and the Class
R-2A Interest.
“Class R-1A Interest”:
The uncertificated Residual Interest in REMIC 1-A.
“Class R-1B Interest”:
The uncertificated Residual Interest in REMIC 1-B.
“Closing Date”: December
28, 2005.
“Code”: The Internal
Revenue Code of 1986, as amended.
“Collateral Value”: The
appraised value of a Mortgaged Property based upon the lesser of
(i) the appraisal made at the time of the origination of the
related Mortgage Loan, or (ii) the sales price of such Mortgaged
Property at such time of origination. With respect to a Mortgage
Loan the proceeds of which were used to refinance an existing
mortgage loan, the appraised value of the Mortgaged Property based
upon the appraisal obtained at the time of refinancing.
“Commission”: The
Securities and Exchange Commission.
“Company”: American Home
Mortgage Assets LLC, or its successor in interest.
“Compensating Interest”:
With respect to any Distribution Date, an amount equal to
Prepayment Interest Shortfalls resulting from Principal Prepayments
during the related Prepayment Period, but not more than the
Servicing Fees for the immediately preceding Due Period.
“Corporate Trust
Office”: With respect to the Trustee, the principal corporate
trust office of the Trustee at which at any particular time its
corporate trust business related to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 1761 East St. Andrew Place, Santa Ana,
California 92705, Attention: Trust Administration – AH05A2,
and with respect to the Securities Administrator, for Certificate
transfer purposes, Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479, Attn: Corporate Trust
Services – AHMA 2005-2, and for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland, 21045, Attn: Corporate Trust
Services – American Home 2005-2.
“Corresponding
Certificate”: With respect to:
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(i)
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REMIC 1-A Regular Interest LT-1A1,
the Class 1-A-1 Certificates,
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(ii)
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REMIC 1-A Regular Interest LT-1B1,
the Class 1-B-1 Certificates,
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(iii)
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REMIC 1-A Regular Interest LT-1B2,
the Class 1-B-2 Certificates,
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(iv)
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REMIC 1-A Regular Interest LT-1B3,
the Class 1-B-3 Certificates,
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(v)
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REMIC 1-A Regular Interest LT-1B4,
the Class 1-B-4 Certificates,
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(vi)
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REMIC 1-A Regular Interest LT-1B5,
the Class 1-B-5 Certificates,
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(vii)
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REMIC 1-A Regular Interest LT-1B6,
the Class 1-B-6 Certificates,
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(viii)
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REMIC 1-A Regular Interest LT-R, the
Class R-I Certificates, and
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(ix)
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REMIC 1-A Regular Interest LT-P, the
Class P Certificates.
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“Curtailment”: Any
Principal Prepayment made by a Mortgagor which is not a Principal
Prepayment in Full.
“Custodian”: Deutsche
Bank National Trust Company, or any successor custodian appointed
pursuant to the provisions hereof.
“Cut-off Date”: With
respect to the Mortgage Loans, December 1, 2005.
“Cut-off Date Balance”:
The Aggregate Stated Principal Balance of the Mortgage Loans as of
the Cut-off Date.
“Deficient Valuation”:
With respect to any Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection
with any scheduled Monthly Payment that constitutes a permanent
forgiveness of principal, which valuation or reduction results from
a proceeding under the Bankruptcy Code.
“Definitive
Certificate”: Any definitive, fully registered
Certificate.
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced with an Eligible
Substitute Mortgage Loan.
“Delinquent”: A Mortgage
Loan is “delinquent” if any payment due thereon is not
made pursuant to the terms of such Mortgage Loan by the close of
business on the day such payment is scheduled to be due. A Mortgage
Loan is “30 days delinquent” if such payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such payment
was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so
on.
“Depositor”: American
Home Mortgage Assets LLC.
“Depository”: The
Depository Trust Company, or any successor Depository hereafter
named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry
Certificates is Cede & Co. The Depository shall at all times be
a “clearing corporation” as defined in Section 8-102(5)
of the Uniform Commercial Code of the State of New York and a
“clearing agency” registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as
amended.
“Depository
Participant”: A broker, dealer, bank or other financial
institutions 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”:
The 15th day (or if such 15th day is not a Business Day, the
Business Day immediately preceding 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, which includes any of the following: (i) the United
States, any State or political subdivision thereof, any possession
of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation
if all of its activities are subject to tax and, except for the
Freddie Mac, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any
of the foregoing, (iii) any organization (other than certain
farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Securities Administrator
based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause any
REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual
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 Account”:
The trust account or accounts created and maintained pursuant to
Section 3.19, which shall be entitled “Wells Fargo Bank,
National Association, on behalf of Deutsche Bank National Trust
Company, as Trustee, in trust for registered holders of American
Home Mortgage Assets LLC, Mortgage-Backed Pass-Through
Certificates, Series 2005-2”, and which account or accounts
must each be an Eligible Account.
“Distribution Date”: The
25th day of any month, or if such 25th day is not a Business Day,
the Business Day immediately following such 25th day, commencing in
January 2006.
“Due Date”: With respect
to all of the Mortgage Loans, the date in each month on which its
Monthly Payment is due, exclusive of any days of grace.
“Due Period”: With
respect to any Distribution Date, the period commencing on the
second day of the month preceding the month of such Distribution
Date (or, with respect to the first Due Period, the day following
the Cut-off Date) and ending on the first day of the month of the
related Distribution Date.
“EDGAR”: The Electronic
Data Gathering and Retrieval System of the Commission.
“Eligible Account”: Any
of (i) a segregated account maintained with a federal or state
chartered depository institution (A) the short-term obligations of
which are rated A-1+ or better by Standard & Poor’s, F-1
by Fitch Ratings and P-1 by Moody’s at the time of any
deposit therein or (B) insured by the FDIC (to the limits
established by such Corporation), the uninsured deposits in which
account are otherwise secured such that, as evidenced by an Opinion
of Counsel (obtained by the Person requesting that the account be
held pursuant to this clause (i)) delivered to the Securities
Administrator prior to the establishment of such account, the
Certificateholders will have a claim with respect to the funds in
such account and a perfected first priority security interest
against any collateral (which shall be limited to
Permitted
Investments, each of which shall
mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such
collateral or the Distribution Date if such Permitted Investment is
an obligation of the institution that maintains the Distribution
Account) securing such funds that is superior to claims of any
other depositors or general creditors of the depository institution
with which such account is maintained, (ii) a segregated trust
account or accounts maintained with a federal or state chartered
depository institution or trust company subject to regulations
regarding fiduciary funds on deposit similar to Title 12 of the
Code of Federal Regulations Section 9.10(b), which, in either case,
has corporate trust powers, acting in its fiduciary capacity or
(iii) a segregated account or accounts of a depository institution
acceptable to the Rating Agencies (as evidenced in writing by a
letter from the Rating Agencies to the Trustee and the Securities
Administrator that use of any such account as the Distribution
Account will not have an adverse effect on the then-current ratings
assigned to the Classes of the Certificates then rated by the
Rating Agencies). Eligible Accounts may bear interest.
“Eligible Substitute Mortgage
Loan”: A Mortgage Loan substituted by the AHMC for a Deleted
Mortgage Loan which must, on the date of such substitution, as
confirmed in an Officers’ Certificate of the Seller delivered
to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in
the month of substitution (or in the case of a substitution of more
than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
outstanding principal balance, after such deduction), not in excess
of the Stated Principal Balance of the Deleted Mortgage Loan (the
amount of any shortfall to be paid to the Securities Administrator
for deposit in the Distribution Account in the month of
substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than the Mortgage
Rate and Net Mortgage Rate, respectively, of the Deleted Mortgage
Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the
Deleted Mortgage Loan at the time of substitution; (iv) have a
remaining term to stated maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan; (v)
comply with each representation and warranty set forth in Section
2.04 hereof; and, (vi) comply with each non-statistical
representation and warranty set forth in the Mortgage Loan Purchase
Agreement and the Purchase, Warranties and Servicing
Agreement.
“ERISA Restricted
Certificates”: Any of the Class 1-B-4, Class 1-B-5, Class
1-B-6, Class 2-B-4, Class 2-B-5, Class 2-B-6, Class P and Class R
Certificates.
“Event of Default”: One
or more of the events described in Section 7.01.
“Exchange Act”: The
Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
“Fannie Mae”: Federal
National Mortgage Association or any successor.
“FDIC”: Federal Deposit
Insurance Corporation or any successor.
“Fitch Ratings”: Fitch
Ratings, Inc., or its successor in interest.
“Freddie Mac”: Federal
Home Loan Mortgage Corporation or any successor.
“Group I Allocable
Share”: With respect to any Class of Class 1-B Certificates
on any Distribution Date will generally equal such Class’s
pro rata share (based on the Certificate Principal Balance of each
Class entitled thereto) of the sum of each of the components of the
definition of Group I Subordinate Optimal Principal Amount;
provided, that except as described in the succeeding sentence, no
Class of Class 1-B Certificates (other than the Class of Class 1-B
Certificates outstanding with the lowest numerical designation)
shall be entitled on any Distribution Date to receive distributions
pursuant to clauses (2), (3) and (5) of the definition of Group I
Subordinate Optimal Principal Amount unless the Group I Class
Prepayment Distribution Trigger for the related Class is satisfied
for such Distribution Date. If on any Distribution Date the
Certificate Principal Balance of any Class of Class 1-B
Certificates for which the related Class Prepayment Distribution
Trigger was satisfied on such Distribution Date is reduced to zero,
any amounts distributable to such Class pursuant to clauses (2),
(3) and (5) of the definition of Group I Subordinate Optimal
Principal Amount, to the extent of such Class’s remaining
Group I Allocable Share, shall be distributed to the remaining
Classes of Class 1-B Certificates in reduction of their respective
Certificate Principal Balances, sequentially, in the order of their
numerical Class designations.
“Group I Available
Funds”: For any Distribution Date, an amount equal to the
amount received by the Securities Administrator and available in
the Distribution Account on that Distribution Date in respect of
the Group I Loans. The Group I Available Funds generally includes:
(1) all previously undistributed payments on account of principal
(including the principal portion of Monthly Payments, Principal
Prepayments (excluding prepayment charges) and the principal amount
of Net Liquidation Proceeds) and all previously undistributed
payments on account of interest received after the Cut-Off Date and
on or prior to the related Determination Date from the Group I
Loans and (2) any Monthly Advances and Compensating Interest
Payments on the Group I Loans made by the Servicer for such
Distribution Date, (3) any amount paid in connection with an
optional termination, up to the amount of the par value for the
related Sub-Group, (4) any amounts reimbursed by the Servicer or
the Securities Administrator in connection with losses on certain
eligible investments in the Protected Accounts or Distribution
Account, as applicable, and is net of (5) fees payable to, and
other amounts reimbursable to, the Trustee, the Master Servicer,
the Servicer, the Custodian and the Securities Administrator and
other amounts as provided in the Agreement allocable to the Group I
Loans. The holder of the Class P Certificates will be entitled to
all prepayment charges received on the related Mortgage Loans and
such amounts will not be available for distribution to the other
Certificates.
“Group I Certificates”:
The Class 1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class
1-B-4, Class 1-B-5, Class 1-B-6, Class 1-X and Class R-I
Certificates.
“Group I Class Prepayment
Distribution Trigger”: With respect to any Class of Class 1-B
Certificates and any Distribution Date, the Group I Class
Prepayment Distribution Trigger is satisfied if the fraction
(expressed as a percentage), the numerator of which is the
aggregate Certificate Principal Balance of such Class and each
Class of Class 1-B Certificates subordinate thereto, if any, and
the denominator of which is the Stated Principal Balance of all the
Group I Loans as of the related Due Date, equals or exceeds such
percentage calculated as of the Closing Date.
“Group I Cut-off Date
Balance”: The Aggregate Stated Principal Balance of the Group
I Loans as of the Cut-off Date.
“Group I Loans”: The
Mortgage Loans designated as Group I Loans on the Mortgage Loan
Schedule.
“Group I Interest Remittance
Amount”: For any Distribution Date and the Group I Loans in
the aggregate, as applicable, the sum of:
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(i)
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the interest portion of all
scheduled monthly payments on the related Mortgage Loans due on the
related Due Date, to the extent received or advanced;
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(ii)
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the interest portion of all proceeds
of the repurchase of a mortgage loan in the related Sub-Group (or,
in the case of a substitution, certain amounts representing a
principal adjustment) as required by the Agreement during the
preceding calendar month; and
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(iii) the
interest portion of all other unscheduled collections received
during the preceding calendar month in respect of the related
Mortgage Loans, including, Liquidation Proceeds and Insurance
Proceeds, in each case to the extent applied as recoveries of
interest.
“Group I Senior
Certificates”: The Class 1-A-1, Class 1-X and Class R-I
Certificates.
“Group I Subordinate
Certificates”: The Class 1-B-1, Class 1-B-2, Class 1-B-3,
Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates.
“Group I Subordinate Optimal
Principal Amount”: With respect to the Class 1-B Certificates
and each Distribution Date will be an amount equal to the sum of
the following from the Group I Loans (but in no event greater than
the aggregate Certificate Principal Balances of the Class 1-B
Certificates immediately prior to such Distribution
Date):
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(1)
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the applicable Subordinate
Percentage of the principal portion of all Monthly Payments due on
each mortgage loan in the related Sub-Group on the related Due
Date, as specified in the amortization schedule at the time
applicable thereto (after adjustment for previous principal
prepayments but before any adjustment to such amortization schedule
by reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace period);
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(2)
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the applicable Subordinate
Prepayment Percentage of the Stated Principal Balance of each
mortgage loan in the related Sub-Group which was the subject of a
prepayment in full received by the Servicer during the applicable
Prepayment Period;
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(3)
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the applicable Subordinate
Prepayment Percentage of all partial prepayments of principal
received during the applicable Prepayment Period for each mortgage
loan in the related Sub-Group;
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(4)
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the excess, if any, of (a) the Net
Liquidation Proceeds allocable to principal received during the
related Prepayment Period in respect of each Liquidated Mortgage
Loan in the related Sub-Group and all Subsequent Recoveries
received in respect of each Liquidated Mortgage Loan in the related
Sub-Group during the related Due Period over (b) the sum of the
amounts distributable to the holders of the related Senior
Certificates pursuant to clause (4) of the definition of
“Senior Optimal Principal Amount” on such Distribution
Date;
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(5)
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the applicable Subordinate
Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each mortgage loan in the related Sub-Group which was
repurchased by the Seller in connection with such Distribution Date
and (b) the difference, if any, between the Stated Principal
Balance of each mortgage loan in the related Sub-Group that has
been replaced by the Seller with a substitute mortgage loan
pursuant to the Mortgage Loan Purchase Agreement in connection with
such Distribution Date and the Stated Principal Balance of each
such substitute mortgage loan; and
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(6)
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on the Distribution Date on which
the Certificate Principal Balances of the related Group I
Certificates have all been reduced to zero, 100% of any applicable
Senior Optimal Principal Amount.
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“Group I Original Subordinate
Principal Balance”: The aggregate Certificate Principal
Balance of the Class 1-B Certificates as of the Closing
Date.
“Group II Allocable
Share”: With respect to any Class of Class 2-B Certificates
on any Distribution Date will generally equal such Class’s
pro rata share (based on the Certificate Principal Balance of each
Class entitled thereto) of the sum of each of the components of the
definition of Group II Subordinate Optimal Principal Amount;
provided, that except as described in the succeeding sentence, no
Class of Class 2-B Certificates (other than the Class of Class 2-B
Certificates outstanding with the lowest numerical designation)
shall be entitled on any Distribution Date to receive distributions
pursuant to clauses (2), (3) and (5) of the definition of Group II
Subordinate Optimal Principal Amount unless the Group II Class
Prepayment Distribution Trigger for the related Class is satisfied
for such Distribution Date. If on any Distribution Date the
Certificate Principal Balance of any Class of Class 2-B
Certificates for which the related Class Prepayment Distribution
Trigger was satisfied on such Distribution Date is reduced to zero,
any amounts distributable to such Class pursuant to clauses (2),
(3) and (5) of the definition of Group II Subordinate Optimal
Principal Amount, to the extent of such Class’s remaining
Group II Allocable Share, shall be distributed to the remaining
Classes of Class 2-B Certificates in reduction of their respective
Certificate Principal Balances, sequentially, in the order of their
numerical Class designations.
“Group II Available
Funds”: For any Distribution Date, an amount equal to the
amount received by the Securities Administrator and available in
the Distribution Account on that Distribution Date in respect of
the Group II Loans. The Group II Available Funds generally
includes: (1) all previously undistributed payments on account of
principal (including the principal portion of Monthly Payments,
Principal Prepayments (excluding prepayment charges) and the
principal amount of Net Liquidation Proceeds) and all previously
undistributed payments
on account of interest received
after the Cut-Off Date and on or prior to the related Determination
Date from the Group II Loans and (2) any Monthly Advances and
Compensating Interest Payments on the Group II Loans made by the
Servicer for such Distribution Date, (3) any amount paid in
connection with an optional termination, up to the amount of the
par value for the related Sub-Group, (4) any amounts reimbursed by
the Servicer or the Securities Administrator in connection with
losses on certain eligible investments in the Protected Accounts or
Distribution Account, as applicable, and is net of (5) fees payable
to, and other amounts reimbursable to, the Trustee, the Master
Servicer, the Servicer, the Custodian and the Securities
Administrator and other amounts as provided in the Agreement
allocable to the Group II Loans. The holder of the Class P
Certificates will be entitled to all prepayment charges received on
the related Mortgage Loans and such amounts will not be available
for distribution to the other Certificates.
“Group II Certificates”:
The Class 2-A-1, Class 2-B and Class R-II Certificates.
“Group II Class Prepayment
Distribution Trigger”: With respect to any Class of Class 2-B
Certificates and any Distribution Date, the Group II Class
Prepayment Distribution Trigger is satisfied if the fraction
(expressed as a percentage), the numerator of which is the
aggregate Certificate Principal Balance of such Class and each
Class of Class 2-B Certificates subordinate thereto, if any, and
the denominator of which is the Stated Principal Balance of all the
Group II Loans as of the related Due Date, equals or exceeds such
percentage calculated as of the Closing Date.
“Group II Cut-off Date
Balance”: The Aggregate Stated Principal Balance of the Group
II Loans as of the Cut-off Date.
“Group II Loans”: The
Mortgage Loans designated as Group II Loans on the Mortgage Loan
Schedule.
“Group II Senior
Certificates”: The Class 2-A-1 and Class R-II
Certificates.
“Group II Subordinate
Certificates”: The Class 2-B-1, Class 2-B-2, Class 2-B-3,
Class 2-B-4, Class 2-B-5 and Class 2-B-6 Certificates.
“Group II Subordinate Optimal
Principal Amount”: With respect to the Class 2-B Certificates
and each Distribution Date will be an amount equal to the sum of
the following from Group II Loans (but in no event greater than the
aggregate Certificate Principal Balances of the Class 2-B
Certificates immediately prior to such Distribution
Date):
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(1)
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the applicable Subordinate
Percentage of the principal portion of all Monthly Payments due on
each mortgage loan in the related Sub-Group on the related Due
Date, as specified in the amortization schedule at the time
applicable thereto (after adjustment for previous principal
prepayments but before any adjustment to such amortization schedule
by reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace period);
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(2)
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the applicable Subordinate
Prepayment Percentage of the Stated Principal Balance of each
mortgage loan in the related Sub-Group which was the subject of
a
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prepayment in full received by the
Servicer during the applicable Prepayment Period;
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(3)
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the applicable Subordinate
Prepayment Percentage of all partial prepayments of principal
received during the applicable Prepayment Period for each mortgage
loan in the related Sub-Group;
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(4)
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the excess, if any, of (a) the Net
Liquidation Proceeds allocable to principal received during the
related Prepayment Period in respect of each Liquidated Mortgage
Loan in the related Sub-Group and all Subsequent Recoveries
received in respect of each Liquidated Mortgage Loan in the related
Sub-Group during the related Due Period over (b) the sum of the
amounts distributable to the holders of the related Senior
Certificates pursuant to clause (4) of the definition of
“Senior Optimal Principal Amount” on such Distribution
Date;
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(5)
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the applicable Subordinate
Prepayment Percentage of the sum of (a) the Stated Principal
Balance of each mortgage loan in the related Sub-Group which was
repurchased by the Seller in connection with such Distribution Date
and (b) the difference, if any, between the Stated Principal
Balance of each mortgage loan in the related Sub-Group that has
been replaced by the Seller with a substitute mortgage loan
pursuant to the Mortgage Loan Purchase Agreement in connection with
such Distribution Date and the Stated Principal Balance of each
such substitute mortgage loan; and
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(6)
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on the Distribution Date on which
the Certificate Principal Balances of the related Group II
Certificates have all been reduced to zero, 100% of any applicable
Senior Optimal Principal Amount.
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“Group II Original Subordinate
Principal Balance”: The aggregate Certificate Principal
Balance of the Class 2-B Certificates as of the Closing
Date.
“Initial Certificate Principal
Balance”: With respect to each Class of Regular Certificates,
the Initial Certificate Principal Balance of such Class of
Certificates as set forth in the Preliminary Statement hereto, or
with respect to any single Certificate, the Initial Certificate
Principal Balance as stated on the face thereof.
“Initial Notional
Amount”: With respect to any Class 1-X Certificate, the
aggregate of the initial Notional Principal Balance of the REMIC
1-A Regular Interests (other than REMIC 1-A Regular Interest
LT-R).
“Insurance Policy”: With
respect to any Mortgage Loan, any insurance policy (including the
Lender-Paid Primary Insurance Policy) which is required to be
maintained from time to time under this Agreement in respect of
such Mortgage Loan.
“Insurance Proceeds”:
Proceeds paid in respect of the Mortgage Loans pursuant to any
Insurance Policy, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer
or the Securities Administrator and are not applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with
the procedures that the Master
Servicer would follow in servicing Mortgage Loans held for its own
account.
“Interest Determination
Date”: With respect to each Class of LIBOR Certificates and
(i) the first Accrual Period, the second LIBOR Business Day
preceding the Closing Date, and (ii) with respect to each Accrual
Period thereafter, the second LIBOR Business Day preceding the
related Distribution Date on which such Accrual Period
commences.
“Late Collections”: With
respect to any Mortgage Loan, all amounts received during any Due
Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of Monthly Payments due but
delinquent for a previous Due Period and not previously
recovered.
“LIBOR Business Day”: A
day on which banks are open for dealing in foreign currency and
exchange in London and New York City.
“LIBOR Certificate”:
Each of the Group I Senior Certificates (other than the Class 1-X
Certificates) and Group I Subordinate Certificates.
“Liquidated Mortgage
Loan”: As to any Distribution Date, any Mortgage Loan in
respect of which the Servicer has determined, in accordance with
the servicing procedures specified in the Servicing Agreement, as
of the end of the related Prepayment Period, that all Liquidation
Proceeds which it expects to recover with respect to the
liquidation of the Mortgage Loan or disposition of the related REO
Property have been recovered.
“Liquidation Proceeds”:
Amounts (other than Insurance Proceeds) received by the Servicer or
Master Servicer in connection with the taking of an entire
Mortgaged Property by exercise of the power of eminent domain or
condemnation or in connection with the liquidation of a defaulted
Mortgage Loan through trustee’s sale, foreclosure sale or
otherwise and any Subsequent Recoveries, other than amounts
received in respect of any REO Property.
“Loan-to-Value Ratio”:
As of any date of determination, 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 Collateral Value of the related
Mortgaged Property.
“Lost Note Affidavit”:
With respect to any Mortgage Loan as to which the original Mortgage
Note has been permanently lost, misplaced or destroyed and has not
been replaced, an affidavit from the Seller certifying that the
original Mortgage Note has been lost, misplaced or destroyed
(together with a copy of the related Mortgage Note) and
indemnifying the Trust Fund against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in
the form of Exhibit I hereto.
“Master Servicer”: Wells
Fargo Bank, N.A., or any successor master servicer appointed as
herein provided.
“Maximum Pass-Through
Rate”: With respect to any Distribution Date and the Class
1-A-1 Certificates, 10.50% per annum. With respect to any
Distribution Date and each class of the
Class 1-B-1, Class 1-B-2, Class
1-B-3, Class 1-B-4, Class 1-B-5 and Class 1-B-6 Certificates, the
Net Maximum Rate Cap for such Distribution Date.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS® System”: The
system of recording transfers of Mortgages electronically
maintained by MERS.
“MIN”: The Mortgage
Identification Number for Mortgage Loans registered with MERS on
the MERS® System.
“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 Advance”: An
Advance.
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by a
Mortgagor from time to time under the related Mortgage Note as
originally executed (after adjustment, if any, for Deficient
Valuations occurring prior to such Due Date, and after any
adjustment by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period).
“Moody’s”:
Moody’s Investors Service, Inc., or its successor in
interest.
“Mortgage”: The
mortgage, deed of trust or any other instrument securing the
Mortgage Loan.
“Mortgage File”: The
mortgage documents listed in Section 2.01 pertaining to a
particular Mortgage Loan and any additional documents required to
be added to the Mortgage File pursuant to this Agreement; provided,
that whenever the term “Mortgage File” is used to refer
to documents actually received by the Custodian as agent for the
Trustee, such term shall not be deemed to include such additional
documents required to be added unless they are actually so
added.
“Mortgage Loan”: Each of
the Mortgage Loans, transferred and assigned to the Trustee
pursuant to Section 2.01 or 2.04 and from time to time held in the
Trust Fund (including any Eligible Substitute Mortgage Loans), the
Mortgage Loans so transferred, assigned and held being identified
in the Mortgage Loan Schedule. As used herein, the term
“Mortgage Loan” includes the related Mortgage Note and
Mortgage.
“Mortgage Loan Purchase
Agreement”: The Mortgage Loan Purchase Agreement dated as
December 1, 2005, between American Home Mortgage Corp., as seller
and the Company as purchaser, and all amendments thereof and
supplements thereto, a form of which is attached hereto as Exhibit
P.
“Mortgage Loan
Schedule”: As of any date of determination, the schedule of
Mortgage Loans included in the Trust Fund. The initial schedule of
Mortgage Loans with accompanying information transferred on the
Closing Date to the Trustee as part of the Trust Fund for the
Certificates, attached hereto as Exhibit H for the Certificates (in
each case as amended from time to time to reflect the addition of
Eligible Substitute Mortgage Loans) (and, for purposes of the
Trustee pursuant to Section 2.02, in computer-readable form as
delivered to the Custodian), which list shall set forth the
following information with respect to each Mortgage
Loan:
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(ii)
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the city, state and zip code of the
Mortgaged Property;
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(iii)
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the original term to
maturity;
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(iv)
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the original principal balance and
the original Mortgage Rate;
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(v)
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the first Distribution
Date;
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(vi)
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the type of Mortgaged
Property;
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(vii)
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the Monthly Payment in effect as of
the Cut-off Date;
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(viii)
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the principal balance as of the
Cut-off Date;
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(ix)
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the Mortgage Rate as of the Cut-off
Date;
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(x)
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the occupancy status;
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(xi)
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the purpose of the Mortgage
Loan;
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(xii)
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the Collateral Value of the
Mortgaged Property;
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(xiii)
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the original term to
maturity;
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(xiv)
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the paid-through date of the
Mortgage Loan
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(xvi)
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the Servicing Fee Rate;
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(xvii)
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the Net Mortgage Rate for such
Mortgage Loan;
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(xviii)
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whether the Mortgage Loan is covered
by a private mortgage insurance policy or an original certificate
of private mortgage insurance;
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(xix)
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the documentation type;
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(xx)
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the type and term of the related
Prepayment Charge, if any;
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(xxi)
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whether such Mortgage Loan is a
Lender-Paid Insured Loan and, if so, the Lender-Paid Primary
Insurance Rate;
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(xxii)
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with respect to each Adjustable Rate
Mortgage Loan.
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(a)
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the frequency of each adjustment
date;
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(b)
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the next adjustment date;
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(c)
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the Maximum Mortgage
Rate;
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(d)
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the Minimum Mortgage
Rate;
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(e)
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the Mortgage Rate as of the Cut-off
Date;
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(f)
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the related Periodic Rate
Cap;
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(g)
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the Gross Margin; and
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(h)
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the purpose of the Mortgage
Loan.
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“Mortgage Note”: The
note or other evidence of the indebtedness of a Mortgagor under a
Mortgage Loan.
“Mortgage Rate”: With
respect to any Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan, as adjusted from time to time in
accordance with the provisions of the Mortgage Note.
“Mortgaged Property”:
The underlying property securing a Mortgage Loan.
“Mortgagor”: The obligor
or obligors on a Mortgage Note.
“Net Liquidation
Proceeds”: With respect to any Liquidated Mortgage Loan or
any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds net of Advances,
Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.
“Net Mortgage Rate”: For
any Group I Loan, is equal to the maximum mortgage rate for such
Mortgage Loan, less the sum of the related Servicing Fee for such
Mortgage Loan.
“Net Maximum Rate Cap”:
With respect to any Distribution Date is equal to the Net WAC Rate
for the related Certificate, computed by assuming that each Group I
Loan accrued interest at its Net Maximum Rate.
“Net Prepayment Interest
Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date
over the related Compensating Interest.
“Net WAC Rate”: With
respect to any Distribution Date and each Class of Group I
Certificates, a per annum rate equal to the product of (a) a
fraction, expressed as a percentage, the numerator of which is the
product of (i) the related Group I Interest Remittance Amount for
such Distribution Date minus the total Servicing Fee on the related
mortgage loan for such Distribution Date and (ii) 12, and the
denominator of which is the Aggregate Stated Principal Balance of
the Group I Loans for the immediately preceding Distribution Date,
multiplied by (b) a fraction, equal to the number of days in the
related Accrual Period divided by 30. For federal income tax
purposes, the equivalent of the foregoing shall be expressed as the
weighted average of the Uncertificated REMIC 1-A Pass-Through Rates
on the REMIC 1-A Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 1-A Regular
Interest.
“Net WAC Shortfall”:
With respect to any Class of LIBOR Certificates on any Distribution
Date, as determined separately for each such Class of certificates,
the excess, if any, of (x) the related Accrued Certificate Interest
thereon for such Distribution Date calculated without regard to
clause (iii) of the related definition of Pass-Through Rate over
(y) Accrued Certificate Interest thereon for such Distribution Date
calculated at the related Net WAC Rate.
“Net WAC Shortfall
Carry-Forward Amount” With respect to any Class of LIBOR
Certificates on any Distribution Date, as determined separately for
each such Class of Certificates, an amount equal to the aggregate
amount of Net WAC Shortfall for such Certificates on such
Distribution Date, plus any unpaid Net WAC Shortfall for such Class
of Certificates from prior Distribution Dates, plus interest
thereon at the related Pass-Through Rate for such Distribution Date
for such Class for the related Accrual Period.
“Net WAC Shortfall Reserve
Fund” The reserve fund established pursuant to Section 4.08
herein.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or
proposed to be made in respect of a Mortgage Loan which, in the
good faith judgment of the Servicer or the Master Servicer, will
not or, in the case of a proposed Advance or Servicing Advance,
would not be ultimately recoverable from related Late Collections,
Insurance Proceeds, Liquidation Proceeds or REO Proceeds. The
determination by the Servicer or the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance or
Servicing Advance would constitute a Nonrecoverable Advance, shall
be evidenced by a certificate of a Servicing Officer delivered, in
the case of the Servicer, to the Company and the Master Servicer,
and in the case of the Master Servicer, to the Company and the
Securities Administrator.
“Non-United States
Person”: Any Person other than a United States
Person.
“Notional Amount”: With
respect to the Class 1-X Certificates, immediately prior to any
Distribution Date, the aggregate of the Uncertificated Principal
Balances of the REMIC 2-A Regular Interests.
“Offered Certificates”:
The Class 1-A-1, Class 2-A-1A, Class 2-A-1B, Class 1-X, Class
1-B-1, Class 1-B-2, Class 1-B-3, Class 2-B-1, Class 2-B-2, Class
2-B-3, Class R-I and Class R-II Certificates.
“Officers’
Certificate”: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice
president and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Company, the
Seller, the Master Servicer or of any Subservicer and delivered to
the Company, Securities Administrator and Trustee.
“One-Month LIBOR”: With
respect to any Accrual Period, the rate determined by the
Securities Administrator on the related Interest Determination Date
on the basis of the London interbank offered rate for one-month
United States dollar deposits, as such rates appear on the Telerate
Screen Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date pursuant to Section 1.02.
“Opinion of Counsel”: A
written opinion of counsel, who may be counsel for the Company, the
Seller, or the Master Servicer, reasonably acceptable to the
Trustee and Securities Administrator; except that any opinion of
counsel relating to (a) the qualification of any account required
to be maintained pursuant to this Agreement as an Eligible Account,
(b) the qualification of each REMIC as a REMICs, (c) compliance
with the REMIC Provisions or (d) resignation of the Master Servicer
pursuant to Section 6.04 must be an opinion of counsel who (i) is
in fact independent of the Company and the Master Servicer, (ii)
does not have any direct financial interest or any material
indirect financial interest in the Company or the Master Servicer
or in an affiliate of either and (iii) is not connected with the
Company or the Master Servicer as an officer, employee, director or
person performing similar functions.
“Optional Termination
Date”: With respect to Group I Loans or the Group II Loans,
the Distribution Date following the first Distribution Date after
the Aggregate Stated Principal Balance of the Group I Loans or the
Group II Loans, and properties acquired in respect thereof,
remaining in the Trust Fund has been reduced to less than or equal
to 10% of the sum of the Group I Cut-off Date Balance or the Group
II Cut-off Date Balance, as applicable.
Original Subordinate Principal
Balance”: The Group I Original Subordinate Principal Balance
or Group II Original Subordinate Principal Balance, as
applicable.
“OTS”: Office of Thrift
Supervision or any successor.
“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 prior to such Due Date pursuant to Sections 2.02, 2.04 or
3.14.
“Outstanding Principal
Balance”: With respect to a mortgage loan, the principal
balance of such mortgage loan remaining to be paid by the mortgagor
or, in the case of an REO Property, the principal balance of the
related mortgage loan remaining to be paid by the mortgagor at the
time such property was acquired by the trust.
“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 each Distribution Date and the Class 1-A-1, Class
1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class 1-B-5 or Class
1-B-6 Certificates, a floating rate equal to the least of (i)
One-Month LIBOR plus the related Certificate Margin, (ii) the
related Maximum Pass-Through Rate and (iii) the related Net WAC
Rate with respect to such Distribution Date.
With respect to each Distribution
Date and the Class 1-X Certificates, the difference between (x) the
weighted aggregate net interest rate on the Group I Loans weighted
on the basis of the aggregate Stated Principal Balances thereof and
(y) the weighted average of the Pass-Through Rates on the Class
1-A-1, Class 1-B-1, Class 1-B-2, Class 1-B-3, Class 1-B-4, Class
1-B-5 and Class 1-B-6 Certificates weighted on the basis of the
Certificate Principal Balances thereof. For federal income tax
purposes, the Class 1-X Certificates shall have a Pass-Through Rate
equal to the excess, if any, of (x) the Uncertificated REMIC 1-A
Pass-Through Rate on each REMIC 1-A Regular Interest (other than
REMIC 1-A Regular Interest LT-R) over (y) the lesser of (i)
One-Month LIBOR plus the related Certificate Margin for each
Corresponding Certificate and (ii) the Uncertificated REMIC 1-A
Pass-Through Rate.
With respect to each Distribution
Date and the each of the Class 2-A-1A, Class 2-A-1B, Class 2-B-1,
Class 2-B-2, Class 2-B-3, Class 2-B-4, Class 2-B-5, Class 2-B-6 and
Class R-II Certificates, the weighted average of the Net Mortgage
Rates on the Group II Loans.
“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 thereof
or Initial Notional Amount, as applicable, thereof divided by the
aggregate Initial Certificate Principal Balance or Initial Notional
Amount, as applicable, of all of the Certificates of the same
Class. With respect to any Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced
thereby, expressed as a percentage, as stated on the face of each
such Certificate.
“Permitted Investment”:
One or more of the following:
(i) obligations
of or guaranteed as to principal and interest by the United States
or any agency or instrumentality thereof when such obligations are
backed by the full faith and credit of the United
States;
(ii) repurchase
agreements on obligations specified in clause (i) maturing not more
than one month from the date of acquisition thereof, provided that
the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its
highest short-term rating available;
(iii) federal
funds, certificates of deposit, demand deposits, time deposits and
bankers’ acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of
bankers’ acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than
30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the laws
of the United States or any state thereof or of any domestic branch
of a foreign depository institution or trust company;
provided that the debt obligations
of such depository institution or trust company (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 or Fitch Ratings and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term
rating of such institution shall be A-1+ in the case of Standard
& Poor’s if Standard & Poor’s is the Rating
Agency;
(iv) commercial
paper (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
Moody’s, Fitch Ratings and Standard & Poor’s in
their highest short-term ratings available; provided that such
commercial paper shall have a remaining maturity of not more than
30 days;
(v) a
money market fund or a qualified investment fund rated by
Moody’s and Fitch Ratings, if so rated, in its highest
long-term ratings available and rated AAAm or AAAm-G by Standard
& Poor’s, including any such funds for which Wells Fargo
Bank, N.A. or any affiliate thereof serves as an investment
advisor, manager, administrator, shareholder, servicing agent,
and/or custodian or sub-custodian; 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 , that no instrument shall be a
Permitted Investment if it represents, either (1) the right to
receive only interest payments with respect to the underlying debt
instrument or (2) the right to receive both principal and interest
payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument
provide a yield to maturity greater than 120% of the yield to
maturity at par of such underlying obligations.
“Permitted Transferee”:
Any transferee of a Residual Certificate other than a Disqualified
Organization, a Non-United States Person or an “electing
large partnership” (as defined in Section 775 of the
Code).
“Person”: Any
individual, corporation, partnership, limited liability company,
joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or
political subdivision thereof.
“Prepayment Assumption”:
As defined in the Prospectus Supplement.
“Prepayment Charge”:
With respect to any Mortgage Loan, the charges, penalties or
premiums, if any, due in connection with a full or partial
prepayment of such Mortgage Loan in accordance with the terms of
the related Mortgage Note (or any rider or annex thereto), or any
amounts in respect thereof paid by the Seller in accordance with
the Mortgage Loan Purchase Agreement or the Servicer in accordance
with the Servicing Agreement.
“Prepayment Interest
Shortfall”: As to any Distribution Date and any Mortgage Loan
(other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the
related Prepayment Period, an amount equal to the excess of one
month’s interest at the Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan over the amount of interest
(adjusted to the Net Mortgage Rate) paid by the Mortgagor for such
Prepayment Period to the date of such Principal Prepayment in Full
or (b) a Curtailment during the prior calendar month, an amount
equal to one month’s interest at the Mortgage Rate on the
amount of such Curtailment.
“Prepayment Period”: As
to any Distribution Date, the calendar month preceding the month in
which such Distribution Date occurs.
“Primary Hazard Insurance
Policy”: Each primary hazard insurance policy required to be
maintained pursuant to Section 3.09.
“Primary Mortgage Insurance
Policy”: Any primary mortgage insurance policy of mortgage
guaranty insurance including the Lender-Paid Primary Insurance
Policy or any replacement policy therefor.
“Principal Prepayment”:
Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is
not accompanied by an amount of interest representing scheduled
interest 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 unpaid principal balance of the Mortgage Loan.
“Prospectus Supplement”:
That certain Prospectus Supplement dated December 21, 2005,
relating to the public offering of the Offered
Certificates.
“Protected Account”: An
account established and maintained for the benefit of
Certificateholders by the Servicer with respect to the related
Mortgage Loans and with respect to REO Property pursuant to the
Servicing Agreement.
“Purchase Price”: With
respect to any Mortgage Loan (or REO Property) required to be
purchased pursuant to Section 2.02, 2.04 or 3.06, an amount equal
to the sum of (i) 100% of the Stated Principal Balance thereof,
(ii) unpaid accrued interest (or REO Imputed Interest) at the
applicable Net Mortgage Rate on the Stated Principal Balance
thereof outstanding during each Due Period that such interest was
not paid or advanced, from the date through which interest was last
paid by the Mortgagor or advanced and distributed to
Certificateholders together with unpaid Servicing Fees and, if such
Mortgage Loan is a Lender-Paid Insured Loan, the premium payable at
the Lender-Paid Primary Insurance Rate, from the date through which
interest was last paid by
the Mortgagor, in each case to the
first day of the month in which such Purchase Price is to be
distributed, plus (iii) the aggregate of all Advances and Servicing
Advances made in respect thereof that were not previously
reimbursed and (iv) costs and damages incurred by the Trust Fund in
connection with a repurchase pursuant to Section 2.04 hereof that
arises out of a violation of any anti-predatory lending
law.
“Purchase, Warranties and
Servicing Agreement”: The Seller’s Purchase, Warranties
and Servicing Agreement, dated as of September 1, 2005, among
American Home Mortgage Corp., AHMC and American Home Mortgage
Servicing, Inc., as amended by Amendment No. 1 to the
Seller’s Purchase, Warranties and Servicing Agreement, dated
as of December 28, 2005, among American Home Mortgage Corp., AHMC
and American Home Mortgage Servicing, Inc., pursuant to which AHMC
sold the Mortgage Loans to American Home Mortgage Corp.
“Qualified Insurer”: Any
insurance company duly qualified as such under the laws of the
state or states in which the related Mortgaged Property or
Mortgaged Properties is or are located, duly authorized and
licensed in such state or states to transact the type of insurance
business in which it is engaged and approved as an insurer by the
Master Servicer, so long as the claims paying ability of which is
acceptable to the Rating Agencies for pass-through certificates
having the same rating as the Certificates rated by the Rating
Agencies as of the Closing Date.
“Rating Agency”:
Standard & Poor’s, Moody’s and Fitch Ratings, and
each of their successors. If such agencies and their successors are
no longer in existence, “Rating Agency” shall be such
nationally recognized statistical rating agency, or other
comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee, the Securities
Administrator and Master Servicer. References herein to the two
highest long term debt ratings of a Rating Agency shall mean
“AA” or better in the case of Standard &
Poor’s and Fitch Ratings and “Aa2” or better in
the case of Moody’s and references herein to the two highest
short-term debt ratings of a Rating Agency shall mean
“A-1+” in the case of Standard & Poor’s,
“F-1” in the case of Fitch Ratings and
“P-1” in the case of Moody’s, and in the case of
any other Rating Agency such references shall mean such rating
categories without regard to any plus or minus.
“Realized Loss”: With
respect to each Mortgage Loan or REO Property as to which a Cash
Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan 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 date of the
Cash Liquidation or REO Disposition on the Stated Principal Balance
of such Mortgage Loan 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 Master
Servicer or the Servicer with respect to related Advances or
Servicing Advances not previously reimbursed. With respect to each
Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced
by the Deficient Valuation. In addition, to the extent the Servicer
or Master Servicer receives
Subsequent Recoveries with respect
to any Mortgage Loan, the amount of the Realized Loss with respect
to that Mortgage Loan will be reduced to the extent such recoveries
are applied to reduce the Certificate Principal Balance of any
Class of Certificates on any Distribution Date.
“Record Date”: With
respect to the LIBOR Certificates and each Distribution Date, the
close of business on the Business Day immediately preceding such
Distribution Date; provided, however, if any such Certificate is no
longer a Book-Entry Certificate, the Record Date for such Class of
Certificates shall be the close of business on the last Business
Day of the calendar month preceding such Distribution Date. For
each Class of Certificates other than the LIBOR Certificates and
each Distribution Date, the close of business on the last Business
Day of the calendar month preceding such Distribution
Date.
“Reference Banks”
Leading banks selected by the Securities Administrator after
consultation with the Company and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, (ii) whose
quotations appear on the Telerate Screen Page 3750 on the Interest
Determination Date in question and (iii) not controlling,
controlled by, or under common control with, the Depositor, the
Seller, the Master Servicer or the Servicer.
“Regular Certificate”:
Any of the Certificates other than a Residual
Certificate.
“Regular Interest”: A
“regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Relief Act”: The
Servicemembers Civil Relief Act, f/k/a Soldiers’ and
Sailors’ Civil Relief Act of 1940, as amended.
“Relief Act Interest
Shortfall”: With respect to any Distribution Date, for any
Mortgage Loan with respect to which there has been a reduction in
the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Relief Act,
the amount by which (i) interest collectible on such Mortgage Loan
during such Due Period is less than (ii) one month’s interest
on the Principal Balance of such Mortgage Loan at the Loan Rate for
such Mortgage Loan before giving effect to the application of the
Relief Act.
“REMIC”: A “real
estate mortgage investment conduit” within the meaning of
Section 860D of the Code.
“REMIC 1-A”: The
segregated pool of assets subject hereto (exclusive of the Net WAC
Shortfall Reserve Fund and the Yield Maintenance Agreement) with
respect to which a REMIC election is to be made, conveyed in trust
to the Trustee, for the benefit of the Holders of the REMIC 1-A
Regular Interests and the Holders of the Class R-I Certificates (as
holders of the Class R-1A Interest), consisting of: (i) each Group
I Mortgage Loan (exclusive of payments of principal and interest
due on or before the Cut-off Date, if any, received by the Master
Servicer which shall not constitute an asset of the Trust Fund) as
from time to time are subject to this Agreement and all payments
under and proceeds of such Mortgage Loans (exclusive of any
prepayment fees and late payment charges received on the Mortgage
Loans), together with all documents included in the related
Mortgage File, subject to Section 2.01; (ii) such funds or assets
as from time to time are deposited in the Distribution Account and
belonging to the Trust
Fund relating to the Group I
Mortgage Loans; (iii) any related REO Property; (iv) the Primary
Hazard Insurance Policies, if any, the Primary Mortgage Insurance
Policies, if any, and all other Insurance Policies with respect to
the Mortgage Loans; and (v) the Company’s interest in respect
of the (a) representations and warranties made by the Seller in the
Mortgage Loan Purchase Agreement and (b) the representations and
warranties made by AHMC in the AHMC Side Agreements, as assigned to
the Trustee pursuant to Section 2.04 hereof. REMIC 1-A specifically
does not include the Net WAC Shortfall Reserve Fund or the Yield
Maintenance Agreement.
“REMIC 1-A Regular
Interests”: The REMIC 1-A Regular Interests, as set forth in
the Preliminary Statement.
“REMIC 1-B”: The
segregated pool of assets consisting of all of the REMIC 1-A
Regular Interests conveyed in trust to the Trustee, for the benefit
of the Holders of the Group I Certificates, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which
a separate REMIC election is to be made.
“REMIC 2-A”: The
segregated pool of assets subject hereto with respect to which a
REMIC election is to be made, conveyed in trust to the Trustee, for
the benefit of the Holders of the REMIC 2-A Regular Interests and
the Holders of the Class R-II Certificates, consisting of: (i) each
Group II Mortgage Loan (exclusive of payments of principal and
interest due on or before the Cut-off Date, if any, received by the
Master Servicer which shall not constitute an asset of the Trust
Fund) as from time to time are subject to this Agreement and all
payments under and proceeds of such Mortgage Loans (exclusive of
any prepayment fees and late payment charges received on the
Mortgage Loans), together with all documents included in the
related Mortgage File, subject to Section 2.01; (ii) such funds or
assets as from time to time are deposited in the Distribution
Account and belonging to the Trust Fund relating to the Group II
Mortgage Loans; (iii) any related REO Property; (iv) the Primary
Hazard Insurance Policies, if any, the Primary Mortgage Insurance
Policies, if any, and all other Insurance Policies with respect to
the Mortgage Loans; and (v) the Company’s interest in respect
of the representations and warranties made by the Seller in the
Mortgage Loan Purchase Agreement as assigned to the Trustee
pursuant to Section 2.04 hereof.
“REMIC 2-A Regular
Interests”: Any one of the separate beneficial ownership
interests in REMIC 2-A issued hereunder and designated as a
“regular interest” in REMIC 2-A and identified in the
Preliminary Statement.
“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final regulations and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to
time.
“REMIC Regular
Interest”: A REMIC 1-A Regular Interest.
“Remittance Report”: A
report prepared by the Master Servicer (and delivered to the
Securities Administrator) providing the information set forth in
Exhibit E attached hereto.
“REO Acquisition”: The
acquisition by the Servicer on behalf of the Trust Fund for the
benefit of the Certificateholders of any REO Property pursuant to
Section 3.15.
“REO Disposition”: The
receipt by the Servicer of Insurance Proceeds, Liquidation
Proceeds, Subsequent Recoveries 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 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 (as such balance is reduced pursuant to Section
3.15 by any income from the REO Property treated as a recovery of
principal).
“REO Proceeds”:
Proceeds, net of directly related expenses, received in respect of
any REO Property (including, without limitation, proceeds from the
rental of the related Mortgaged Property and of any REO
Disposition), which proceeds are required to be deposited into the
Distribution Account as and when received.
“REO Property”: A
Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
“Repurchase Price”: With
respect to any Mortgage Loan required to be repurchased by the
Seller or AHMC, as the case may be, on any date pursuant to the
Mortgage Loan Purchase Agreement or the AHMC Side Agreements, as
the case may be, or purchased by the Servicer pursuant to the
Servicing Agreement an amount equal to the sum, without
duplication, of (i) 100% of the Stated Principal Balance thereof
(without reduction for any amounts charged off) and (ii) unpaid
accrued interest at the Mortgage Rate on the outstanding principal
balance thereof from the Due Date to which interest was last paid
by the Mortgagor to the first day of the month following the month
of purchase plus (iii) the amount of unreimbursed Monthly Advances
or unreimbursed Servicing Advances made with respect to such
Mortgage Loan plus (iv) any other amounts owed to the Master
Servicer or the Servicer as applicable, pursuant to the Agreement
or Servicing Agreement and not included in clause (iii) of this
definition plus (v) any costs and damages incurred by the Trust in
connection with any violation by such loan of any predatory lending
law.
“Request for Release”: A
release signed by a Servicing Officer, in the form of Exhibit F
attached hereto.
“Residual Certificates”:
The Class R Certificates.
“Residual Interest”: The
sole Class of “residual interests” in a REMIC within
the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”:
When used with respect to the Trustee shall mean any officer within
the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and also,
with respect to a particular matter, any other officer of the
Trustee to
whom such matter is referred because
of such officer’s knowledge of and familiarity with the
particular subject. When used with respect to the Securities
Administrator shall mean any officer assigned with direct
responsibility for the administration of this Agreement and also,
with respect to a particular matter, any other officer of the
Securities Administrator to whom such matter is referred because of
such officer’s knowledge of and familiarity with the
particular subject.
“Sarbanes Oxley
Certification”: A written certification covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the
Company that complies with (i) the Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the February 21, 2003 Statement
by the Staff of the Division of Corporation Finance of the
Securities and Exchange Commission Regarding Compliance by
Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as
in effect from time to time.
“Securities
Administrator”: Wells Fargo Bank, N.A., or its successor in
interest, or any successor securities administrator appointed as
herein provided.
“Seller”: American Home
Mortgage Corp., or its successor in interest.
“Senior Certificates”:
The Group I Senior Certificates and Group II Senior
Certificates.
“Senior Optimal Principal
Amount”: With respect to each of the Group I Senior
Certificates and Group II Senior Certificates, and each
Distribution Date will be an amount equal to the sum of the
following (but in no event greater than the aggregate Certificate
Principal Balances of each of the Group I Senior Certificates and
Group II Senior Certificates, as applicable, immediately prior to
such Distribution Date):
(1) the
applicable Senior Percentage of the principal portion of all
Monthly Payments due on the Mortgage Loans in the related Sub-Group
on the related Due Date, as specified in the amortization schedule
at the time applicable thereto (after adjustment for previous
principal prepayments but before any adjustment to such
amortization schedule by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace
period);
(2) the
applicable Senior Prepayment Percentage of the Stated Principal
Balance of each mortgage loan in the related Sub-Group which was
the subject of a prepayment in full received by the Master Servicer
during the applicable Prepayment Period;
(3) the
applicable Senior Prepayment Percentage of all partial prepayments
allocated to principal received during the applicable Prepayment
Period;
(4) the
lesser of (a) the applicable Senior Prepayment Percentage of the
sum of (i) all Net Liquidation Proceeds allocable to principal
received in respect of each mortgage loan in the related Sub-Group
which became a Liquidated Mortgage Loan during the related
Prepayment Period (other than Mortgage Loans described in the
immediately following clause (ii)) and all Subsequent Recoveries
received in respect of each Liquidated Mortgage Loan in the related
Sub-Group during the related Due Period and (ii) the Stated
Principal Balance of each such mortgage loan in the related
Sub-Group purchased by an insurer from the Trustee during the
related Prepayment Period pursuant to the related primary mortgage
insurance policy, if any, or otherwise; and (b) the applicable
Senior Percentage of the sum of (i) the Stated Principal
Balance
of each mortgage loan in the related
Sub-Group which became a Liquidated Mortgage Loan during the
related Prepayment Period (other than the Mortgage Loans described
in the immediately following clause (ii) and (ii) the Stated
Principal Balance of each such mortgage loan in the related
Sub-Group that was purchased by an insurer from the Trustee during
the related Prepayment Period pursuant to the related primary
mortgage insurance policy, if any or otherwise; and
(5) the
applicable Senior Prepayment Percentage of the sum of (a) the
Stated Principal Balance of each mortgage loan in the related
Sub-Group which was repurchased by the Seller in connection with
such Distribution Date and (b) the excess, if any, of the Stated
Principal Balance of each mortgage loan in the related Sub-Group
that has been replaced by AHMC with a substitute mortgage loan
pursuant to the Mortgage Loan Purchase Agreement in connection with
such Distribution Date over the Stated Principal Balance of each
such substitute mortgage loan.
“Senior Percentage”:
With respect to either Sub-Group, the lesser of (a) 100% and (b)
the percentage (carried to six places rounded up) obtained by
dividing the aggregate Certificate Principal Balance of the
applicable Senior Certificates immediately prior to such
Distribution Date, by the Aggregate Stated Principal Balance of the
Mortgage Loans in such Sub-Group as of the beginning of the related
Due Period.
“Senior Prepayment
Percentage”: The Senior Prepayment Percentage for the Group I
Senior Certificates and Group II Senior Certificates, on any
Distribution Date occurring during the periods set forth below will
be as follows:
|
|
Senior Prepayment
Percentage
|
|
January 25, 2006 – December
25, 2015
|
100%
|
|
January 25, 2016 – December
25, 2016
|
Senior Percentage for the related
Senior Certificates plus 70% of the related Subordinate
Percentage.
|
|
January 25, 2017 – December
25, 2017
|
Senior Percentage for the related
Senior Certificates plus 60% of the related Subordinate
Percentage.
|
|
January 25, 2018 – December
25, 2018
|
Senior Percentage for the related
Senior Certificates plus 40% of the related Subordinate
Percentage.
|
|
January 25, 2019 – December
25, 2019
|
Senior Percentage for the related
Senior Certificates plus 20% of the related Subordinate
Percentage.
|
|
January 25, 2020 and
thereafter
|
Senior Percentage for the related
Senior Certificates.
|
Any scheduled reduction to the
related Senior Prepayment Percentage for the Group I Senior
Certificates and the Group II Senior Certificates shall not be made
as of any Distribution
Date unless, as of the last day of
the month preceding such Distribution Date (1) the Aggregate Stated
Principal Balance of the Group I Loans or the Group II Loans, as
applicable, delinquent 60 days or more (including for this purpose
any such Mortgage Loans in foreclosure and bankruptcy and such
Mortgage Loans with respect to which the related mortgaged property
has been acquired by the trust) averaged over the last six months,
as a percentage of the aggregate Certificate Principal Balance of
the Class 1-B Certificates or Class 2-B Certificates, respectively,
does not exceed 50% and (2) cumulative Realized Losses on the
Mortgage Loans in such Sub-Group do not exceed (a) 30% of the
aggregate Certificate Principal Balance of the related Original
Subordinate Principal Balance if such Distribution Date occurs
between and including January 2016 and December 2016, (b) 35% of
the related Original Subordinate Principal Balance if such
Distribution Date occurs between and including January 2017 and
December 2017, (c) 40% of the related Original Subordinate
Principal Balance if such Distribution Date occurs between and
including January 2018 and December 2018, (d) 45% of the related
Original Subordinate Principal Balance if such Distribution Date
occurs between and including January 2019 and January 2019, and (e)
50% of the related Original Subordinate Principal Balance if such
Distribution Date occurs during or after December 2020.
Notwithstanding the foregoing, if on
any Distribution Date, the percentage, the numerator of which is
the aggregate Certificate Principal Balance of the Group I Senior
Certificates and Group II Senior Certificates immediately preceding
such Distribution Date, and the denominator of which is the Stated
Principal Balance of the Group I Loans and Group II Loans as of the
beginning of the related Due Period, exceeds such percentage as of
the Cut-off Date, then the Senior Prepayment Percentage with
respect to the Group I Senior Certificates and Group II Senior
Certificates for such Distribution Date will equal 100%.
“Servicer”: American
Home Mortgage Servicing, Inc., or its successor in
interest.
“Servicer Remittance
Date”: The 18th day of any month, or if such 18th day is not
a Business Day, the first Business Day immediately preceding such
18th day. The first Remittance Date shall occur on January 18,
2006.
“Servicing Advances”:
All customary, reasonable and necessary “out of pocket”
costs and expenses incurred in connection with a default,
delinquency or other unanticipated event in the performance by the
Master Servicer, the Servicer or any Subservicer of its servicing
obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including