Item 1. Business.
Not Applicable.
Item 1A.
Item 1A. Risk Factors.
Not Applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not Applicable.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
The registrant is not aware of any material legal proceeding with respect to the company, the servicer or the trustee, as related to the trust.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote or consent of holders of the offered certificates during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Trust does not issue stock. There is currently no established public trading for the Certificates. As of December 31, 2005, the number of holders of all classes of Notes was 22.
Item 6.
Item 6. Selected Financial Data.
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not Applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification
Exhibit 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities
Exhibit 99.2 Report of Management as to Compliance with Minimum Servicing Standards
Exhibit 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
Exhibit 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders (b) Not Applicable.
(c) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized, on this 20th day of March, 2006.
By: GMAC MORTGAGE CORPORATION, as Servicer
By: /s/ Anthony N. Renzi ------------------------- Name: Anthony N. Renzi Title: Executive Vice President
Date: March 20, 2006
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description - ------- -----------
31.1 Rule 13a-14(a)/15d-14(a) Certification
99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities
99.2 Report of Management as to Compliance with Minimum Servicing Standards
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders
Exhibit 31.1
CERTIFICATION ---------------
I, Anthony N. Renzi, certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year ended December 31, 2005, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of GMACM Mortgage Loan Trust 2005-AR2.
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicer under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based on my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant , after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers, or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: JPMorgan Chase Bank, N.A.
By: GMAC MORTGAGE CORPORATION
By: /s/ Anthony N. Renzi ------------------------ Name: Anthony N. Renzi Title: Executive Vice President Date: March 20, 2006
EXHIBIT 99.1 Annual Independent Accountants' Servicing Reports Concerning Servicing Activities ------------------------------
PricewaterhouseCoopers LLP PricewaterhouseCoopers Center 300 Madison Avenue New York NY 10017 Telephone (646) 741 3000 Facsimile (813) 286 6000
Report of Independent Accountants
To the Board of Directors and Shareholder of GMAC Mortgage Corporation:
We have examined management's assertion about GMAC Mortgage Corporation and its subsidiaries (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2005 included in the accompanying management assertion (see Exhibit I). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was performed in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2005 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers, LLP -------------------------------- PricewaterhouseCooper, LLP
March 21, 2006
EXHIBIT 99.2 Report of Management as to Compliance with Minimum Servicing Standards ------------------------------
GMAC Mortgage Exhibit I
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 21, 2006
As of and for the year ended December 31, 2005, GMAC Mortgage Corporation and its subsidiaries (the "Company") have complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policies in the amounts of $350,000,000 and $100,000,000, respectively.
/s/ Jim Hillsman ------------------- Jim Hillsman Chief Operating Officer GMAC Residential Holding Corp
/s/ Dave Bricker ------------------- Dave Bricker Chief Financial Officer GMAC Residential Holding Corp
/s/ Tony Renzi ------------------- Tony Renzi Executive Vice President, National Servicing Administration GMAC Residential Holding Corp
EXHIBIT 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements -------------------------------
February 28, 2006
RESIDENTIAL ASSET MORTGAGE PRODUCTS DIANE WALLACE c/o JPMORGAN CHASE BANK 4 New York Plaza - 6th Floor New York, NY 10004
RE: Annual Officers Statement of Compliance Year Ending 2005 GMACM Investor Agreement #41268, Deal 2005-AR2
GMAC Mortgage Corporation ("GMACM") hereby certifies to the best of our knowledge and belief, that for the calendar year 2005:
1. A review of the activities of the Seller/Servicer and of performance according to the Seller/Servicer contract has been made under such undersigned Officer's supervision. 2. To the best of the undersigned Officer's knowledge, and based on such review, the Seller/Servicer has fulfilled all its obligations under the Guides for such year. 3. GMACM is currently an approved FNMA and FHLMC Servicer in good standing. 4. If applicable, GMACM has filed the information returns with respect to the receipt of mortgage interest pursuant to Sections 6050H, 5060J and 6050P of the Code, received in a trade or business, reports of foreclosures and abandonment's of any Mortgaged Property and the information returns relating to cancellation of indebtedness income with respect to any Mortgaged Property. 4. All hazard, flood, FHA mortgage insurance and primary mortgage insurance premiums, taxes, ground rents, assessments and other lienable items have been paid in connection with the mortgaged properties. 5. All property inspections have been completed as required. 6. Compliance relative to Adjustable Rate Mortgages has been met. 7. Fidelity Bond and Errors and Omissions Insurance coverage is current, in full force and effect.
Servicer: GMAC Mortgage Corporation
By: /s/ Michael Kacergis ------------------------ Name: Michael Kacergis
Title: Manager Enterprise Risk Management Enterprise Servicing Group Risk and Compliance
EXHIBIT 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders -------------------------------