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POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

POOLING AND SERVICING AGREEMENT | Document Parties: AMERICAN HOME MORTGAGE ASSETS TRUST 2005-2 | DEUTSCHE BANK NATIONAL TRUST COMPANY You are currently viewing:
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AMERICAN HOME MORTGAGE ASSETS TRUST 2005-2 | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York     Date: 1/12/2006
Law Firm: One Metrotech Center North    

POOLING AND SERVICING AGREEMENT, Parties: american home mortgage assets trust 2005-2 , deutsche bank national trust company
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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

Section 1.01

Defined Terms .

 

 

Accepted Master Servicing Practices

 

Accrual Period

 

 

Accrued Certificate Interest

 

 

Adjustable Rate Mortgage Loans

 

 

Advance

 

 

Affiliate

 

 

Aggregate Stated Principal Balance

 

 

Agreement

 

 

AHMC

 

 

AHMC Side Agreements

 

 

Assignment

 

 

Assignment Agreement

 

 

Available Funds

 

 

Bankruptcy Code

 

 

Bankruptcy Loss

 

 

Book-Entry Certificate

 

 

Business Day

 

 

Cap Counterparty

 

 

Cash Liquidation

 

 

Certificate

 

 

Certificate Group

 

 

Certificateholder” or “Holder

 

 

Certificate Margin

 

 

Certificate Owner

 

 

Certificate Principal Balance

 

 

Certificate Register

 

 

Class

 

 

Class 1-A-1 Certificates

 

 

Class 1-B Certificates

 

 

Class 1-B-1 Certificates

 

 

Class 1-B-2 Certificates

 

 

Class 1-B-3 Certificates

 

 

Class 1-B-4 Certificates

 

 

Class 1-B-5 Certificates

 

 

Class 1-B-6 Certificates

 

 

Class 1-X Certificate

 

 

Class 2-A-1 Certificates

 

 

Class 2-A-1A Certificates

 

 

Class 2-A-1B Certificates

 

 

Class 2-B-1 Certificates

 

 

Class 2-B-2 Certificates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Class 2-B-3 Certificates

 

 

Class 2-B-4 Certificates

 

 

Class 2-B-5 Certificates

 

 

Class 2-B-6 Certificates

 

 

Class 2-B Certificates

 

 

Class B Certificates

 

 

Class P Certificate

 

 

Class R Certificate

 

 

Class R-I Certificate

 

 

Class R-II Certificate

 

 

Class R-1A Interest

 

 

Class R-1B Interest

 

 

Closing Date

 

 

Code

 

 

Collateral Value

 

 

Commission

 

 

Company

 

 

Compensating Interest

 

 

Corporate Trust Office

 

 

Corresponding Certificate

 

 

Curtailment

 

 

Custodian

 

 

Cut-off Date

 

 

Cut-off Date Balance

 

 

Deficient Valuation

 

 

Definitive Certificate

 

 

Deleted Mortgage Loan

 

 

Delinquent

 

 

Depositor

 

 

Depository

 

 

Depository Participant

 

 

Determination Date

 

 

Disqualified Organization

 

 

Distribution Account

 

 

Distribution Date

 

 

Due Date

 

 

Due Period

 

 

EDGAR

 

 

Eligible Account

 

 

Eligible Substitute Mortgage Loan

 

ERISA Restricted Certificates

 

 

Event of Default

 

 

Exchange Act

 

 

Fannie Mae

 

 

FDIC

 

 

Fitch Ratings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Freddie Mac

 

 

Group I Allocable Share

 

 

Group I Available Funds

 

 

Group I Certificates

 

 

Group I Class Prepayment Distribution Trigger

 

 

Group I Cut-off Date Balance

 

 

Group I Loans

 

 

Group I Interest Remittance Amount

 

 

Group I Senior Certificates

 

 

Group I Subordinate Certificates

 

 

Group I Subordinate Optimal Principal Amount

 

 

Group I Original Subordinate Principal Balance

 

 

Group II Allocable Share

 

 

Group II Available Funds

 

 

Group II Certificates

 

 

Group II Class Prepayment Distribution Trigger

 

 

Group II Cut-off Date Balance

 

 

Group II Loans

 

 

Group II Senior Certificates

 

 

Group II Subordinate Certificates

 

 

Group II Subordinate Optimal Principal Amount

 

Group II Original Subordinate Principal Balance

 

Initial Certificate Principal Balance

 

 

Initial Notional Amount

 

 

Insurance Policy

 

 

Insurance Proceeds

 

 

Interest Determination Date

 

 

Late Collections

 

 

LIBOR Business Day

 

 

LIBOR Certificate

 

 

Liquidated Mortgage Loan

 

 

Liquidation Proceeds

 

 

Loan-to-Value Ratio

 

 

Lost Note Affidavit

 

 

Master Servicer

 

 

Maximum Pass-Through Rate

 

 

MERS

 

 

MERS® System

 

 

MIN

 

 

MOM Loan

 

 

MOM Loan

 

 

Monthly Payment

 

 

Moody’s

 

 

Mortgage

 

 

Mortgage File

 

 

Mortgage Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Mortgage Loan Purchase Agreement

 

 

Mortgage Loan Schedule

 

 

Mortgage Note

 

 

Mortgage Rate

 

 

Mortgaged Property

 

 

Mortgagor

 

 

Net Liquidation Proceeds

 

 

Net Mortgage Rate

 

 

Net Maximum Rate Cap

 

 

Net Prepayment Interest Shortfall

 

 

Net WAC Rate

 

 

Net WAC Shortfall

 

 

Net WAC Shortfall Carry-Forward Amount

 

 

Net WAC Shortfall Reserve Fund

 

 

Nonrecoverable Advance

 

 

Non-United States Person

 

 

Notional Amount

 

 

Offered Certificates

 

 

Officers’ Certificate

 

 

One-Month LIBOR

 

 

Opinion of Counsel

 

 

Optional Termination Date

 

 

Original Subordinate Principal Balance

 

 

OTS

 

 

Outstanding Mortgage Loan

 

 

Outstanding Principal Balance

 

 

Ownership Interest

 

 

Pass-Through Rate

 

 

Percentage Interest

 

 

Permitted Investment

 

 

Permitted Transferee

 

 

Person

 

 

Prepayment Assumption

 

 

Prepayment Charge

 

 

Prepayment Interest Shortfall

 

 

Prepayment Period

 

 

Primary Hazard Insurance Policy

 

 

Primary Mortgage Insurance Policy

 

 

Principal Prepayment

 

 

Principal Prepayment in Full

 

 

Prospectus Supplement

 

 

Protected Account

 

 

Purchase Price

 

 

Purchase, Warranties and Servicing Agreement

 

Qualified Insurer

 

 

Rating Agency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Realized Loss

 

 

Record Date

 

 

Reference Banks

 

 

Regular Certificate

 

 

Regular Interest

 

 

Relief Act

 

 

Relief Act Interest Shortfall

 

 

REMIC

 

 

REMIC 1-A

 

 

REMIC 1-A Regular Interests

 

 

REMIC 1-B

 

 

REMIC 2-A

 

 

REMIC 2-A Regular Interests

 

 

REMIC Provisions

 

 

REMIC Regular Interest

 

 

Remittance Report

 

 

REO Acquisition

 

 

REO Disposition

 

 

REO Imputed Interest

 

 

REO Proceeds

 

 

REO Property

 

 

Request for Release

 

 

Request for Release

 

 

Residual Certificates

 

 

Residual Interest

 

 

Responsible Officer

 

 

Sarbanes Oxley Certification

 

 

Securities Administrator

 

 

Seller

 

 

Senior Certificates

 

 

Senior Optimal Principal Amount

 

Senior Percentage

 

 

Senior Prepayment Percentage

 

 

Servicer

 

 

Servicer Remittance Date

 

 

Servicing Advances

 

 

Servicing Agreement

 

 

Servicing Fee

 

 

Servicing Fee Rate

 

 

Servicing Officer

 

 

Servicing Rights Pledgee

 

 

Single Certificate

 

 

Standard & Poor’s

 

 

Startup Day

 

 

Stated Principal Balance

 

 

Step-Up Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Strike Rate

 

 

Sub-Group

 

 

Subordinate Percentage

 

 

Subordinate Prepayment Percentage

 

 

Subservicer

 

 

Subsequent Recoveries

 

 

Substitution Adjustment

 

 

Tax Returns

 

 

Transfer

 

 

Transferor

 

 

Trust Fund

 

 

Trust REMIC

 

 

Trustee

 

 

Uncertificated Accrued Interest

 

 

Uncertificated Principal Balance

 

 

Uncertificated Pass-Through Rate

 

 

Uncertificated REMIC 1-A Pass-Through Rate

 

 

Uninsured Cause

 

 

United States Person

 

 

Unpaid Interest Shortfalls

 

 

Voting Rights

 

 

Weighted Average Net Mortgage Rate

 

 

Yield Maintenance Agreement

 

 

Yield Maintenance Agreement Account

 

 

Yield Maintenance Administration Agreement

 

 

Yield Maintenance Administrator

 

Section 1.02

Determination of LIBOR .

 

Section 1.03

Allocation of Certain Interest Shortfalls .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01

Conveyance of Mortgage Loans .

 

Section 2.02

Acceptance of the Trust Fund by the Trustee .

 

Section 2.03

Representations, Warranties and Covenants of the Master Servicer and the Company .                                                                                                                                                            

 

Section 2.04

Assignment of Interest in the Mortgage Loan Purchase Agreement and AHMC Side Agreements .                                                                                                                                

 

Section 2.05

Issuance of Certificates; Conveyance of REMIC Regular Interests and Acceptance of REMIC 1-A, REMIC 1-B and REMIC 2-A by the Trustee .                                                                                                                                                                         

 

Section 2.06

Negative Covenants of the Trustee and Master Servicer .

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01

Administration and Servicing of Mortgage Loans .

Section 3.02

REMIC-Related Covenants .

 

 

 

 


 

Section 3.03

Monitoring of Servicer .

 

Section 3.04

Fidelity Bond .

 

Section 3.05

Power to Act; Procedures .

 

Section 3.06

Due-on-Sale Clauses; Assumption Agreements .

Section 3.07

Release of Mortgage Files .

 

 

 

 

 

 

 

 

Section 3.08

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee .                                                                                                                                                     

 

Section 3.09

Standard Hazard Insurance and Flood Insurance Policies .

 

Section 3.10

Presentment of Claims and Collection of Proceeds .

 

Section 3.11

Maintenance of the Primary Mortgage Insurance Policies .

 

 

 

 

 

Section 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents .                                                                                                                                                                

 

Section 3.13

Realization Upon Defaulted Mortgage Loans .

 

Section 3.14

Compensation for the Master Servicer .

 

Section 3.15

REO Property .

 

Section 3.16

Protected Accounts .

 

Section 3.17

[Reserved] .

 

Section 3.18

[Reserved] .

 

Section 3.19

Distribution Account .

 

Section 3.20

Permitted Withdrawals and Transfers from the Distribution Account .

Section 3.21

Annual Officer’s Certificate as to Compliance .

 

Section 3.22

Annual Independent Accountant’s Servicing Report .

 

Section 3.23

Reports Filed with Securities and Exchange Commission .

 

Section 3.24

Reserved .

 

Section 3.25

Optional Purchase of Defaulted Mortgage Loans .

 

Section 3.26

The Yield Maintenance Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01

Distributions .

 

Section 4.02

Statements to Certificateholders .

 

Section 4.03

Remittance Reports; Advances by the Master Servicer .

Section 4.04

Distributions on the REMIC Regular Interests .

 

Section 4.05

Allocation of Realized Losses .

 

Section 4.06

Information Reports to Be Filed by the Servicer .

 

Section 4.07

Compliance with Withholding Requirements .

 

Section 4.08

Net WAC Shortfall Reserve Fund .

 

Section 4.09

[Reserved] .

 

 

 

 

 

 

 

 

 

 

 

ARTICLE V THE CERTIFICATES

Section 5.01

The Certificates .

 

Section 5.02

Registration of Transfer and Exchange of Certificates .

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates .

 

Section 5.04

Persons Deemed Owners .

 

Section 5.05

Rule 144A Information .

 

 

 

 

 

 

 

 

 

 


 

ARTICLE VI THE COMPANY AND THE MASTER SERVICER

Section 6.01

Liability of the Company and the Master Servicer .

 

Section 6.02

Merger, Consolidation or Conversion of the Company or the Master Servicer .                                                                                                                                                                       

 

Section 6.03

Limitation on Liability of the Company, the Master Servicer, the Securities Administrator and Others .                                                                                                        

 

Section 6.04

Limitation on Resignation of the Master Servicer .

Section 6.05

Sale and Assignment of Master Servicing .

 

ARTICLE VII DEFAULT

Section 7.01

Events of Default .

 

Section 7.02

Trustee to Act; Appointment of Successor .

Section 7.03

Notification to Certificateholders .

 

Section 7.04

Waiver of Events of Default .

 

Section 7.05

List of Certificateholders .

 

 

 

 

 

 

 

ARTICLE VIII CONCERNING THE TRUSTEE AND SECURITIES ADMINISTRATOR

Section 8.01

Duties of Trustee and the Securities Administrator .

 

Section 8.02

Certain Matters Affecting the Trustee and the Securities Administrator .

 

Section 8.03

Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans .                                                                                                                                                     

 

Section 8.04

Trustee and Securities Administrator May Own Certificates .

 

Section 8.05

Trustee’s and Securities Administrator’s Fees .

 

Section 8.06

Eligibility Requirements for Trustee and the Securities Administrator .

 

 

 

 

 

Section 8.07

Resignation and Removal of the Trustee and the Securities Administrator .                                                                                                                                                          

 

Section 8.08

Successor Trustee and Successor Securities Administrator .

 

Section 8.09

Merger or Consolidation of Trustee or Securities Administrator .

Section 8.10

Appointment of Co-Trustee or Separate Trustee .

 

 

 

 

 

ARTICLE IX TERMINATION

Section 9.01

Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates .                                                                                                                       

 

Section 9.02

Termination of REMIC 1-B and REMIC 2-A .

Section 9.03

Additional Termination Requirements .

 

ARTICLE X REMIC PROVISIONS

Section 10.01

REMIC Administration .

 

Section 10.02

Prohibited Transactions and Activities .

 

Section 10.03

Master Servicer, Securities Administrator and Trustee Indemnification .

 

 

 

 

 

 

 


 

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01

Amendment .

 

Section 11.02

Recordation of Agreement; Counterparts .

 

Section 11.03

Limitation on Rights of Certificateholders .

Section 11.04

Governing Law .

 

Section 11.05

Notices .

 

Section 11.06

Severability of Provisions .

 

Section 11.07

Successors and Assigns .

 

Section 11.08

Article and Section Headings .

 

Section 11.09

Notice to Rating Agencies .

 

Section 11.10

Third Party Rights .

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signatures

Acknowledgments

Exhibit A-1

Form of Class 1-A-1, Class 2-A-1 and Class 1-X Certificates

 

Exhibit A-2

Form of Class B Certificates

 

Exhibit A-3

Form of Class P Certificates

 

Exhibit A-4

Form of Class R Certificate

 

Exhibit B

[Reserved]

 

Exhibit C

Form of Custodian Initial Certification

 

Exhibit D

Form of Custodian Final Certification

 

Exhibit E

Form of Remittance Report

 

Exhibit F

Form of Request for Release

 

Exhibit G-1

Form of Investor Representation Letter

 

Exhibit G-2

Form of Transferor Representation Letter

 

Exhibit G-3

Form of Rule 144A Investment Representation

 

Exhibit G-4

Form of Transferor Certificate for Transfers of Residual Certificates

 

Exhibit G-5

Form of Transfer Affidavit and Agreement for Transfers of Residual Certificates

Exhibit H

Mortgage Loan Schedule

 

Exhibit I

Form of Lost Note Affidavit

 

Exhibit J

[Reserved]

 

Exhibit K

[Reserved]

 

Exhibit L-1

Form of Company Certification

 

Exhibit L-2

Form 10-K Back-up Certification (Securities Administrator)

 

Exhibit M

Form of Servicing Agreement

 

Exhibit N

Form of Yield Maintenance Administration Agreement

 

Exhibit O-1

Form of Yield Maintenance Agreement

 

Exhibit O-2

Yield Maintenance Agreement Monthly Strike Rate Schedule

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit P

Form of Mortgage Loan Purchase Agreement

 

 


 

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.

 

Designation

Uncertificated REMIC
1-A Pass-Through Rate

Initial Certificate
Principal Balance

Assumed Final
Maturity Date (1)

LT-1A1

(2)

$

385,277,000

January 25, 2036

LT-1B1

(2)

$

10,771,000.00

January 25, 2036

LT-1B2

(2)

$

6,836,000.00

January 25, 2036

LT-1B3

(2)

$

4,143,000.00

January 25, 2036

LT-1B4

(2)

$

3,107,000.00

January 25, 2036

LT-1B5

(2)

$

2,486,000.00

January 25, 2036

LT-1B6

(2)

$

1,654,551.00

January 25, 2036

LT-R

(2)

$

50.00

January 25, 2036

LT-P

(2)

$

50.00

January 25, 2036

 

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest 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.

 

(2)

Calculated in accordance with the definition of “Uncertificated REMIC 1-A Pass-Through Rate” herein.

 

 


 

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.

Class Designation

Initial Certificate
Principal Balance

Pass-Through Rate

Assumed Final
Maturity Date (1)

Class 1-A-1

$

385,277,000

Adjustable (2)

January 25, 2036

Class 1-X

$

414,274,551

Adjustable (2)

January 25, 2036

Class 1-B-1

$

10,771,000

Adjustable (2)

January 25, 2036

Class 1-B-2

$

6,836,000

Adjustable (2)

January 25, 2036

Class 1-B-3

$

4,143,000

Adjustable (2)

January 25, 2036

Class 1-B-4

$

3,107,000

Adjustable (2)

January 25, 2036

Class 1-B-5

$

2,486,000

Adjustable (2)

January 25, 2036

Class 1-B-6

$

1,654,551

Adjustable (2)

January 25, 2036

Class P-1 Interest (3)

$

50

N/A

January 25, 2036

 

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 1-B Regular Interest.

 

(2)

Calculated in accordance with the definition of “Pass-Through Rate” herein.

 

(3)

For federal income tax purposes, the Class P Certificates will represent ownership of the Class P-1 Interest and the Class P-2 Interest.

 

 

 


 

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.

Class Designation

Initial Certificate
Principal Balance

Pass-Through Rate

Assumed Final
Maturity Date (1)

Class 2-A-1A

$

120,508,200

Adjustable (2)

January 25, 2036

Class 2-A-1B

$

13,389,800

Adjustable (2)

January 25, 2036

Class 2-B-1

$

6,341,000

Adjustable (2)

January 25, 2036

Class 2-B-2

$

2,984,000

Adjustable (2)

January 25, 2036

Class 2-B-3

$

1,865,000

Adjustable (2)

January 25, 2036

Class 2-B-4

$

1,716,000

Adjustable (2)

January 25, 2036

Class 2-B-5

$

1,343,000

Adjustable (2)

January 25, 2036

Class 2-B-6

$

1,042,370

Adjustable (2)

January 25, 2036

Class P-2 Interest (3)

$

50

N/A

January 25, 2036

 

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 2-A Regular Interest.

 

(2)

Calculated in accordance with the definition of “Pass-Through Rate” herein.

 

(3)

For federal income tax purposes, the Class P Certificates will represent ownership of the Class P-1 Interest and the Class P-2 Interest.

 

 


 

 

ARTICLE I

DEFINITIONS

 

Section 1.01

Defined Terms .

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:

 

(i)

REMIC 1-A Regular Interest LT-1A1, the Class 1-A-1 Certificates,

 

 

(ii)

REMIC 1-A Regular Interest LT-1B1, the Class 1-B-1 Certificates,

 

 

(iii)

REMIC 1-A Regular Interest LT-1B2, the Class 1-B-2 Certificates,

 

 

(iv)

REMIC 1-A Regular Interest LT-1B3, the Class 1-B-3 Certificates,

 

 

(v)

REMIC 1-A Regular Interest LT-1B4, the Class 1-B-4 Certificates,

 

 

(vi)

REMIC 1-A Regular Interest LT-1B5, the Class 1-B-5 Certificates,

 

 

(vii)

REMIC 1-A Regular Interest LT-1B6, the Class 1-B-6 Certificates,

 

 

(viii)

REMIC 1-A Regular Interest LT-R, the Class R-I Certificates, and

 

 

(ix)

REMIC 1-A Regular Interest LT-P, the Class P Certificates.

 

 


 

“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:

 

(i)

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;

 

 

(ii)

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

(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):

(1)

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);

 

(2)

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;

 

(3)

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;

 

 


 

(4)

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;

 

(5)

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

 

(6)

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.

“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):

(1)

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);

 

(2)

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;

(3)

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;

 

(4)

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;

 

(5)

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

 

(6)

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.

“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:

 

(i)

the loan number;

 

 

(ii)

the city, state and zip code of the Mortgaged Property;

 

 

(iii)

the original term to maturity;

 

 

(iv)

the original principal balance and the original Mortgage Rate;

 

 

(v)

the first Distribution Date;

 

 

(vi)

the type of Mortgaged Property;

 

 

(vii)

the Monthly Payment in effect as of the Cut-off Date;

 

 

(viii)

the principal balance as of the Cut-off Date;

 

 

(ix)

the Mortgage Rate as of the Cut-off Date;

 

 

(x)

the occupancy status;

 

 

(xi)

the purpose of the Mortgage Loan;

 

 

(xii)

the Collateral Value of the Mortgaged Property;

 

 

(xiii)

the original term to maturity;

 

 

(xiv)

the paid-through date of the Mortgage Loan

 

 

(xv)

[Reserved];

 

 

(xvi)

the Servicing Fee Rate;

 

 

(xvii)

the Net Mortgage Rate for such Mortgage Loan;

 

 

(xviii)

whether the Mortgage Loan is covered by a private mortgage insurance policy or an original certificate of private mortgage insurance;

 

 

(xix)

the documentation type;

 

 

(xx)

the type and term of the related Prepayment Charge, if any;

 

 


 

 

(xxi)

whether such Mortgage Loan is a Lender-Paid Insured Loan and, if so, the Lender-Paid Primary Insurance Rate;

 

 

(xxii)

with respect to each Adjustable Rate Mortgage Loan.

 

 

(a)

the frequency of each adjustment date;

 

 

(b)

the next adjustment date;

 

 

(c)

the Maximum Mortgage Rate;

 

 

(d)

the Minimum Mortgage Rate;

 

 

(e)

the Mortgage Rate as of the Cut-off Date;

 

 

(f)

the related Periodic Rate Cap;

 

 

(g)

the Gross Margin; and

 

 

(h)

the purpose of the Mortgage Loan.

“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:

Period (dates inclusive)

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