Supplemental Provisions for Resecuritization. This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle, the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any other provisions necessary for the purposes thereof. In connection with each Supplemental Article, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust, FASIT or other entity not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the status of the Trust Fund as a REMIC or (subject to Section 10.01(f)) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set forth in Section 860G(d) of the Code).
Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms)
Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms.)
Supplemental Provisions for Resecuritization. This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Company, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected 104
Supplemental Provisions for Resecuritization. (See Section 11.08 of the ------------------------------------------------------------------------ Standard Terms) .....................................................................35 Section 11.09
Supplemental Provisions for Resecuritization. This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Company or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Company may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental 119
Supplemental Provisions for Resecuritization. (a) This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Depositor or any of its Affiliates (or any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the Master Servicer and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the Supplemental Article shall not constitute an "amendment" of this
Supplemental Provisions for Resecuritization. (See Section 11.08 of the ----------------------------------------------------------------------- Standard Terms).....................................................-39- --------------- Section 11.09 Allocation of Voting Rights.........................................-39- EXHIBITS
Supplemental Provisions for Resecuritization. (See Section 11.08 of the Standard Terms).....................................................-39- Section 11.09 Allocation of Voting Rights.........................................-39- ARTICLE XII CERTAIN MATTERS REGARDING THE CERTIFICATE INSURER Section 12.01.Rights of the Certificate Insurer to Exercise Rights of Insured Certificateholders..................................................-58- Section 12.02.Claims Upox xxx Xxxxxxicate Policy; Certificate Insurance Account...-58- Section 12.03.Effect of Payments by the Certificate Insurer; Subrogation..........-59- Section 12.04.Notices and Information to the Certificate Insurer..................-60- Section 12.05.Trustee to Hold Certificate Policy..................................-60- Section 12.06.Ratings.............................................................-60- Section 12.07.Third Party Beneficiaries...........................................-60- EXHIBITS
Supplemental Provisions for Resecuritization. Exhibit A Form of Class A Certificate Exhibit B Form of Class M Certificate Exhibit C Form of Class B Certificate Exhibit D Form of Class R Certificate Exhibit E Form of Custodial Agreement Exhibit F-1 Group I Loan Schedule Exhibit F-2 Group II Loan Schedule Exhibit F-3 Group III Loan Schedule Exhibit F-4 Group IV Loan Schedule Exhibit F-5 Group V Loan Schedule Exhibit G Forms of Request for Release Exhibit H-1 Form of Transfer Affidavit and Agreement Exhibit H-2 Form of Transferor Certificate Exhibit I Form of Investor Representation Letter Exhibit J Form of Transferor Representation Letter Exhibit K Text of Amendment to Pooling and Servicing Agreement Pursuant to Section 11.01(e) for a Limited Guaranty Exhibit L Form of Limited Guaranty Exhibit M Form of Lender Certification for Assignment of Mortgage Loan Exhibit N Form of Rule 144A Investment Representation Exhibit O [Reserved] Exhibit P Schedule of Discount Fractions Exhibit Q Form of Request for Exchange Exhibit R-1: Form of Form 10-K Certification Exhibit R-2: Form of Back-Up Certification to Form 10-K Certificate Exhibit S: Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable Modified Mortgage Loans This Pooling and Servicing Agreement, effective as of June 1, 2005, among RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC., as the depositor (together with its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a California Banking Corporation, as trustee (together with its permitted successors and assigns, the "Trustee").
