BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor,
EMC MORTGAGE CORPORATION,
Seller and Master
Servicer,
and
LASALLE BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of December 1,
2005
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-EC1
ASSET-BACKED CERTIFICATES, SERIES
2005-EC1
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF TRUST FUND
|
Section 2.01
|
Conveyance of Trust Fund.
|
|
Section 2.02
|
Acceptance of the Mortgage Loans.
|
|
Section 2.03
|
Representations, Warranties and Covenants of the
Master Servicer and EMC as a Seller.
|
|
Section 2.04
|
Representations and Warranties of the
Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in Connection
with Substitutions and Repurchases.
|
|
Section 2.06
|
Countersignature and Delivery of
Certificates.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
|
Section 3.01
|
The Master Servicer to act as Master
Servicer.
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.03
|
Subservicers.
|
|
Section 3.04
|
Documents, Records and Funds in Possession of
the Master Servicer To Be Held for Trustee.
|
|
Section 3.05
|
Maintenance of Hazard Insurance.
|
|
Section 3.06
|
Presentment of Claims and Collection of
Proceeds.
|
|
Section 3.07
|
Maintenance of the Primary Mortgage Insurance
Policies.
|
|
Section 3.08
|
Fidelity Bond, Errors and Omissions
Insurance.
|
|
Section 3.09
|
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Liquidation Proceeds and Realized Losses;
Repurchases of Certain Mortgage Loans.
|
|
Section 3.10
|
Servicing Compensation.
|
|
Section 3.11
|
REO Property.
|
|
Section 3.12
|
Liquidation Reports.
|
|
Section 3.13
|
Annual Certificate as to Compliance.
|
|
Section 3.14
|
Annual Independent Certified Public
Accountants’ Servicing Report.
|
|
Section 3.15
|
Books and Records.
|
|
Section 3.16
|
Reports Filed with Securities and Exchange
Commission.
|
|
Section 3.17
|
UCC.
|
|
Section 3.18
|
Optional Purchase of Certain Mortgage
Loans.
|
|
Section 3.19
|
Obligations of the Master Servicer in Respect of
Mortgage Rates and Scheduled Payments.
|
|
Section 3.20
|
Reserve Fund; Payments to and from Derivative
Administrator; Supplemental Interest Trust.
|
|
Section 3.21
|
Tax Treatment of Class IO Distribution Amounts
in the Event of Resecuritization of Class A Certificates or Class M
Certificates.
|
|
Section 3.22
|
Advancing Facility.
|
|
Section 3.23
|
Special Servicer.
|
ARTICLE IV
ACCOUNTS
|
Section 4.01
|
Collection of Mortgage Loan Payments; Protected
Account.
|
|
Section 4.02
|
Permitted Withdrawals From the Protected
Account.
|
|
Section 4.03
|
Collection of Taxes; Assessments and Similar
Items; Escrow Accounts.
|
|
Section 4.04
|
Distribution Account.
|
|
Section 4.05
|
Permitted Withdrawals and Transfers from the
Distribution Account.
|
|
Section 4.06
|
Class P Certificate Account.
|
ARTICLE V
DISTRIBUTIONS AND
ADVANCES
|
Section 5.01
|
Advances.
|
|
Section 5.02
|
Compensating Interest Payments.
|
|
Section 5.03
|
REMIC Distributions.
|
|
Section 5.04
|
Distributions.
|
|
Section 5.05
|
Allocation of Realized Losses.
|
|
Section 5.06
|
Monthly Statements to
Certificateholders.
|
|
Section 5.07
|
REMIC Designations and REMIC
Distributions.
|
ARTICLE VI
THE CERTIFICATES
|
Section 6.01
|
The Certificates.
|
|
Section 6.02
|
Certificate Register; Registration of Transfer
and Exchange of Certificates.
|
|
Section 6.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
Section 6.04
|
Persons Deemed Owners.
|
|
Section 6.05
|
Access to List of Certificateholders’
Names and Addresses.
|
|
Section 6.06
|
Book-Entry Certificates.
|
|
Section 6.07
|
Notices to Depository.
|
|
Section 6.08
|
Definitive Certificates.
|
|
Section 6.09
|
Maintenance of Office or Agency.
|
ARTICLE VII
THE DEPOSITOR AND THE MASTER
SERVICER
|
Section 7.01
|
Liabilities of the Depositor and the Master
Servicer.
|
|
Section 7.02
|
Merger or Consolidation of the Depositor or the
Master Servicer.
|
|
Section 7.03
|
Indemnification of the Trustee and the Master
Servicer.
|
|
Section 7.04
|
Limitations on Liability of the Depositor, the
Master Servicer and Others
|
|
Section 7.05
|
Master Servicer Not to Resign
|
|
Section 7.06
|
Successor Master Servicer
|
|
Section 7.07
|
Sale and Assignment of Master
Servicing
|
ARTICLE VIII
DEFAULT; TERMINATION OF MASTER
SERVICER
|
Section 8.01
|
Events of Default.
|
|
Section 8.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 8.03
|
Notification to Certificateholders.
|
|
Section 8.04
|
Waiver of Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE
|
Section 9.01
|
Duties of Trustee.
|
|
Section 9.02
|
Certain Matters Affecting the
Trustee.
|
|
Section 9.03
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
|
Section 9.04
|
Trustee May Own Certificates.
|
|
Section 9.05
|
Trustee’s Fees and Expenses.
|
|
Section 9.06
|
Eligibility Requirements for Trustee.
|
|
Section 9.07
|
Insurance.
|
|
Section 9.08
|
Resignation and Removal of Trustee.
|
|
Section 9.09
|
Successor Trustee.
|
|
Section 9.10
|
Merger or Consolidation of Trustee.
|
|
Section 9.11
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
Section 9.12
|
Tax Matters.
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or Repurchase of
all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
Section 10.03
|
Additional Termination Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03
|
Governing Law.
|
|
Section 11.04
|
Intention of Parties.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of Provisions.
|
|
Section 11.07
|
Assignment.
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Inspection and Audit Rights.
|
|
Section 11.10
|
Certificates Nonassessable and Fully
Paid.
|
|
Section 11.11
|
Third Party Rights.
|
Exhibits
|
Exhibit A-1
|
Form of Class A Certificates
|
|
Exhibit A-2
|
Form of Class M Certificates
|
|
Exhibit A-3
|
Form of Class P Certificates
|
|
Exhibit A-4
|
Form of Class CE Certificates
|
|
Exhibit A-5
|
Form of Class R Certificates
|
|
Exhibit B
|
Mortgage Loan Schedule
|
|
Exhibit C
|
Form of Transfer Affidavit
|
|
Exhibit D
|
Form of Transferor Certificate
|
|
Exhibit E
|
Form of Investment Letter (Non-Rule
144A)
|
|
Exhibit F
|
Form of Rule 144A and Related Matters
Certificate
|
|
Exhibit G
|
Form of Request for Release
|
|
Exhibit H
|
DTC Letter of Representations
|
|
Exhibit I
|
Schedule of Mortgage Loans with Lost
Notes
|
|
Exhibit J
|
Form of Custodial Agreement
|
|
Exhibit K
|
Form of Back-Up Certification
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit M
|
Swap Agreement
|
|
Exhibit N
|
Special Servicer Delinquency Triggers
|
|
Exhibit O
|
Yield Maintenance Agreement
|
POOLING AND SERVICING AGREEMENT,
dated as of December 1, 2005, among BEAR STEARNS ASSET BACKED
SECURITIES I LLC, a Delaware limited liability company, as
depositor (the “Depositor”), EMC MORTGAGE CORPORATION,
a Delaware corporation, as seller (in such capacity, a
“Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates.
REMIC I
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Reserve Fund, any Prepayment Charge
Waiver Amounts and, for the avoidance of doubt, the Supplemental
Interest Trust, the Swap Agreement, the Yield Maintenance
Agreement, the Derivative Account and any rights or obligations in
respect of the Derivative Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
I”. The Class R-1 Certificates will be the sole class of
Residual Interests (as defined herein) in REMIC I for purposes of
the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I
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 I Regular Interests (as defined
herein). None of the REMIC I Regular Interests will be
certificated.
|
Designation
|
|
Uncertificated REMIC I
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date (1)
|
|
I-Non-Swap
|
|
Variable(2)
|
|
|
$
|
117,701,120.69
|
|
November 25, 2035
|
|
I-8-A
|
|
Variable(2)
|
|
|
$
|
12,078,314.19
|
|
November 25, 2035
|
|
I-8-B
|
|
Variable(2)
|
|
|
$
|
12,078,314.19
|
|
November 25, 2035
|
|
I-9-A
|
|
Variable(2)
|
|
|
$
|
12,242,475.39
|
|
November 25, 2035
|
|
I-9-B
|
|
Variable(2)
|
|
|
$
|
12,242,475.39
|
|
November 25, 2035
|
|
I-10-A
|
|
Variable(2)
|
|
|
$
|
11,831,892.07
|
|
November 25, 2035
|
|
I-10-B
|
|
Variable(2)
|
|
|
$
|
11,831,892.07
|
|
November 25, 2035
|
|
I-11-A
|
|
Variable(2)
|
|
|
$
|
11,301,304.68
|
|
November 25, 2035
|
|
I-11-B
|
|
Variable(2)
|
|
|
$
|
11,301,304.68
|
|
November 25, 2035
|
|
I-12-A
|
|
Variable(2)
|
|
|
$
|
10,794,854.57
|
|
November 25, 2035
|
|
I-12-B
|
|
Variable(2)
|
|
|
$
|
10,794,854.57
|
|
November 25, 2035
|
|
I-13-A
|
|
Variable(2)
|
|
|
$
|
10,311,432.34
|
|
November 25, 2035
|
|
I-13-B
|
|
Variable(2)
|
|
|
$
|
10,311,432.34
|
|
November 25, 2035
|
|
I-14-A
|
|
Variable(2)
|
|
|
$
|
9,849,979.95
|
|
November 25, 2035
|
|
I-14-B
|
|
Variable(2)
|
|
|
$
|
9,849,979.95
|
|
November 25, 2035
|
|
I-15-A
|
|
Variable(2)
|
|
|
$
|
9,408,613.88
|
|
November 25, 2035
|
|
I-15-B
|
|
Variable(2)
|
|
|
$
|
9,408,613.88
|
|
November 25, 2035
|
|
I-16-A
|
|
Variable(2)
|
|
|
$
|
8,988,181.88
|
|
November 25, 2035
|
|
I-16-B
|
|
Variable(2)
|
|
|
$
|
8,988,181.88
|
|
November 25, 2035
|
|
I-17-A
|
|
Variable(2)
|
|
|
$
|
8,586,843.79
|
|
November 25, 2035
|
|
I-17-B
|
|
Variable(2)
|
|
|
$
|
8,586,843.79
|
|
November 25, 2035
|
|
I-18-A
|
|
Variable(2)
|
|
|
$
|
8,203,705.73
|
|
November 25, 2035
|
|
I-18-B
|
|
Variable(2)
|
|
|
$
|
8,203,705.73
|
|
November 25, 2035
|
|
I-19-A
|
|
Variable(2)
|
|
|
$
|
7,837,933.04
|
|
November 25, 2035
|
|
I-19-B
|
|
Variable(2)
|
|
|
$
|
7,837,933.04
|
|
November 25, 2035
|
|
I-20-A
|
|
Variable(2)
|
|
|
$
|
7,491,851.76
|
|
November 25, 2035
|
|
I-20-B
|
|
Variable(2)
|
|
|
$
|
7,491,851.76
|
|
November 25, 2035
|
|
I-21-A
|
|
Variable(2)
|
|
|
$
|
7,139,184.92
|
|
November 25, 2035
|
|
I-21-B
|
|
Variable(2)
|
|
|
$
|
7,139,184.92
|
|
November 25, 2035
|
|
I-22-A
|
|
Variable(2)
|
|
|
$
|
6,819,545.84
|
|
November 25, 2035
|
|
I-22-B
|
|
Variable(2)
|
|
|
$
|
6,819,545.84
|
|
November 25, 2035
|
|
I-23-A
|
|
Variable(2)
|
|
|
$
|
6,517,258.36
|
|
November 25, 2035
|
|
I-23-B
|
|
Variable(2)
|
|
|
$
|
6,517,258.36
|
|
November 25, 2035
|
|
I-24-A
|
|
Variable(2)
|
|
|
$
|
93,565,179.77
|
|
November 25, 2035
|
|
I-24-B
|
|
Variable(2)
|
|
|
$
|
93,565,179.77
|
|
November 25, 2035
|
|
I-25-A
|
|
Variable(2)
|
|
|
$
|
1,836,382.41
|
|
November 25, 2035
|
|
I-25-B
|
|
Variable(2)
|
|
|
$
|
1,836,382.41
|
|
November 25, 2035
|
|
I-26-A
|
|
Variable(2)
|
|
|
$
|
1,766,923.58
|
|
November 25, 2035
|
|
I-26-B
|
|
Variable(2)
|
|
|
$
|
1,766,923.58
|
|
November 25, 2035
|
|
I-27-A
|
|
Variable(2)
|
|
|
$
|
1,700,194.97
|
|
November 25, 2035
|
|
I-27-B
|
|
Variable(2)
|
|
|
$
|
1,700,194.97
|
|
November 25, 2035
|
|
I-28-A
|
|
Variable(2)
|
|
|
$
|
1,636,085.12
|
|
November 25, 2035
|
|
I-28-B
|
|
Variable(2)
|
|
|
$
|
1,636,085.12
|
|
November 25, 2035
|
|
I-29-A
|
|
Variable(2)
|
|
|
$
|
1,574,487.23
|
|
November 25, 2035
|
|
I-29-B
|
|
Variable(2)
|
|
|
$
|
1,574,487.23
|
|
November 25, 2035
|
|
I-30-A
|
|
Variable(2)
|
|
|
$
|
1,515,299.04
|
|
November 25, 2035
|
|
I-30-B
|
|
Variable(2)
|
|
|
$
|
1,515,299.04
|
|
November 25, 2035
|
|
I-31-A
|
|
Variable(2)
|
|
|
$
|
1,458,422.59
|
|
November 25, 2035
|
|
I-31-B
|
|
Variable(2)
|
|
|
$
|
1,458,422.59
|
|
November 25, 2035
|
|
I-32-A
|
|
Variable(2)
|
|
|
$
|
1,403,764.05
|
|
November 25, 2035
|
|
I-32-B
|
|
Variable(2)
|
|
|
$
|
1,403,764.05
|
|
November 25, 2035
|
|
I-33-A
|
|
Variable(2)
|
|
|
$
|
1,351,286.28
|
|
November 25, 2035
|
|
I-33-B
|
|
Variable(2)
|
|
|
$
|
1,351,286.28
|
|
November 25, 2035
|
|
I-34-A
|
|
Variable(2)
|
|
|
$
|
1,299,239.51
|
|
November 25, 2035
|
|
I-34-B
|
|
Variable(2)
|
|
|
$
|
1,299,239.51
|
|
November 25, 2035
|
|
I-35-A
|
|
Variable(2)
|
|
|
$
|
1,250,847.48
|
|
November 25, 2035
|
|
I-35-B
|
|
Variable(2)
|
|
|
$
|
1,250,847.48
|
|
November 25, 2035
|
|
I-36-A
|
|
Variable(2)
|
|
|
$
|
10,030,093.03
|
|
November 25, 2035
|
|
I-36-B
|
|
Variable(2)
|
|
|
$
|
10,030,093.03
|
|
November 25, 2035
|
|
I-37-A
|
|
Variable(2)
|
|
|
$
|
743,625.94
|
|
November 25, 2035
|
|
I-37-B
|
|
Variable(2)
|
|
|
$
|
743,625.94
|
|
November 25, 2035
|
|
I-38-A
|
|
Variable(2)
|
|
|
$
|
720,207.69
|
|
November 25, 2035
|
|
I-38-B
|
|
Variable(2)
|
|
|
$
|
720,207.69
|
|
November 25, 2035
|
|
I-39-A
|
|
Variable(2)
|
|
|
$
|
697,523.12
|
|
November 25, 2035
|
|
I-39-B
|
|
Variable(2)
|
|
|
$
|
697,523.12
|
|
November 25, 2035
|
|
I-40-A
|
|
Variable(2)
|
|
|
$
|
675,549.32
|
|
November 25, 2035
|
|
I-40-B
|
|
Variable(2)
|
|
|
$
|
675,549.32
|
|
November 25, 2035
|
|
I-41-A
|
|
Variable(2)
|
|
|
$
|
654,264.12
|
|
November 25, 2035
|
|
I-41-B
|
|
Variable(2)
|
|
|
$
|
654,264.12
|
|
November 25, 2035
|
|
I-42-A
|
|
Variable(2)
|
|
|
$
|
633,646.01
|
|
November 25, 2035
|
|
I-42-B
|
|
Variable(2)
|
|
|
$
|
633,646.01
|
|
November 25, 2035
|
|
I-43-A
|
|
Variable(2)
|
|
|
$
|
613,674.20
|
|
November 25, 2035
|
|
I-43-B
|
|
Variable(2)
|
|
|
$
|
613,674.20
|
|
November 25, 2035
|
|
I-44-A
|
|
Variable(2)
|
|
|
$
|
594,328.47
|
|
November 25, 2035
|
|
I-44-B
|
|
Variable(2)
|
|
|
$
|
594,328.47
|
|
November 25, 2035
|
|
I-45-A
|
|
Variable(2)
|
|
|
$
|
575,589.33
|
|
November 25, 2035
|
|
I-45-B
|
|
Variable(2)
|
|
|
$
|
575,589.33
|
|
November 25, 2035
|
|
I-46-A
|
|
Variable(2)
|
|
|
$
|
557,437.79
|
|
November 25, 2035
|
|
I-46-B
|
|
Variable(2)
|
|
|
$
|
557,437.79
|
|
November 25, 2035
|
|
I-47-A
|
|
Variable(2)
|
|
|
$
|
539,855.52
|
|
November 25, 2035
|
|
I-47-B
|
|
Variable(2)
|
|
|
$
|
539,855.52
|
|
November 25, 2035
|
|
I-48-A
|
|
Variable(2)
|
|
|
$
|
522,824.74
|
|
November 25, 2035
|
|
I-48-B
|
|
Variable(2)
|
|
|
$
|
522,824.74
|
|
November 25, 2035
|
|
I-49-A
|
|
Variable(2)
|
|
|
$
|
506,328.23
|
|
November 25, 2035
|
|
I-49-B
|
|
Variable(2)
|
|
|
$
|
506,328.23
|
|
November 25, 2035
|
|
I-50-A
|
|
Variable(2)
|
|
|
$
|
490,349.30
|
|
November 25, 2035
|
|
I-50-B
|
|
Variable(2)
|
|
|
$
|
490,349.30
|
|
November 25, 2035
|
|
I-51-A
|
|
Variable(2)
|
|
|
$
|
474,871.77
|
|
November 25, 2035
|
|
I-51-B
|
|
Variable(2)
|
|
|
$
|
474,871.77
|
|
November 25, 2035
|
|
I-52-A
|
|
Variable(2)
|
|
|
$
|
459,879.98
|
|
November 25, 2035
|
|
I-52-B
|
|
Variable(2)
|
|
|
$
|
459,879.98
|
|
November 25, 2035
|
|
I-53-A
|
|
Variable(2)
|
|
|
$
|
445,358.77
|
|
November 25, 2035
|
|
I-53-B
|
|
Variable(2)
|
|
|
$
|
445,358.77
|
|
November 25, 2035
|
|
I-54-A
|
|
Variable(2)
|
|
|
$
|
431,293.41
|
|
November 25, 2035
|
|
I-54-B
|
|
Variable(2)
|
|
|
$
|
431,293.41
|
|
November 25, 2035
|
|
I-55-A
|
|
Variable(2)
|
|
|
$
|
417,669.67
|
|
November 25, 2035
|
|
I-55-B
|
|
Variable(2)
|
|
|
$
|
417,669.67
|
|
November 25, 2035
|
|
I-56-A
|
|
Variable(2)
|
|
|
$
|
404,473.72
|
|
November 25, 2035
|
|
I-56-B
|
|
Variable(2)
|
|
|
$
|
404,473.72
|
|
November 25, 2035
|
|
I-57-A
|
|
Variable(2)
|
|
|
$
|
391,968.13
|
|
November 25, 2035
|
|
I-57-B
|
|
Variable(2)
|
|
|
$
|
391,968.13
|
|
November 25, 2035
|
|
I-58-A
|
|
Variable(2)
|
|
|
$
|
381,101.77
|
|
November 25, 2035
|
|
I-58-B
|
|
Variable(2)
|
|
|
$
|
381,101.77
|
|
November 25, 2035
|
|
I-59-A
|
|
Variable(2)
|
|
|
$
|
369,009.73
|
|
November 25, 2035
|
|
I-59-B
|
|
Variable(2)
|
|
|
$
|
369,009.73
|
|
November 25, 2035
|
|
I-60-A
|
|
Variable(2)
|
|
|
$
|
11,150,918.41
|
|
November 25, 2035
|
|
I-60-B
|
|
Variable(2)
|
|
|
$
|
11,150,918.41
|
|
November 25, 2035
|
|
P
|
|
0.00%
|
|
|
$
|
100.00
|
|
November 25, 2035
|
___________________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II”. The Class R-2 Certificates will be the sole
class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC II 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
II Regular Interests (as defined herein). None of the REMIC II
Regular Interests will be certificated.
|
Designation
|
|
Uncertificated REMIC II
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date (1)
|
|
AA
|
|
Variable(2)
|
|
|
$
|
690,104,018.40
|
|
November 25, 2035
|
|
A-1
|
|
Variable(2)
|
|
|
$
|
3,588,560.00
|
|
November 25, 2035
|
|
A-2
|
|
Variable(2)
|
|
|
$
|
1,413,080.00
|
|
November 25, 2035
|
|
A-3
|
|
Variable(2)
|
|
|
$
|
314,980.00
|
|
November 25, 2035
|
|
M-1
|
|
Variable(2)
|
|
|
$
|
278,150.00
|
|
November 25, 2035
|
|
M-2
|
|
Variable(2)
|
|
|
$
|
253,510.00
|
|
November 25, 2035
|
|
M-3
|
|
Variable(2)
|
|
|
$
|
179,570.00
|
|
November 25, 2035
|
|
M-4
|
|
Variable(2)
|
|
|
$
|
264,070.00
|
|
November 25, 2035
|
|
M-5
|
|
Variable(2)
|
|
|
$
|
112,670.00
|
|
November 25, 2035
|
|
M-6
|
|
Variable(2)
|
|
|
$
|
116,190.00
|
|
November 25, 2035
|
|
M-7
|
|
Variable(2)
|
|
|
$
|
102,100.00
|
|
November 25, 2035
|
|
M-8
|
|
Variable(2)
|
|
|
$
|
88,020.00
|
|
November 25, 2035
|
|
ZZ
|
|
Variable(2)
|
|
|
$
|
7,372,855.48
|
|
November 25, 2035
|
|
IO
|
|
(2)
|
|
|
|
(3)
|
|
November 25, 2035
|
|
P
|
|
0.00%
|
|
|
$
|
100.00
|
|
November 25, 2035
|
___________________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC II
Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC II Pass-Through Rate”
herein.
|
|
(3)
|
REMIC II Regular Interest IO will not have an
Uncertificated Principal Balance but will accrue interest on its
uncertificated notional amount calculated in accordance with the
definition of “Uncertificated Notional Amount”
herein.
|
___________________________
REMIC III
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The Class R-3 Certificates will represent
the sole class of Residual Interests in REMIC III for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the designation, Pass-Through Rate, Initial Certificate
Principal Balance (or initial Uncertificated Principal Balance, in
the case of the Class CE, P and IO Interests) and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more
of the Regular Interests in REMIC III created hereunder.
Each Certificate, other than the
Class P, Class CE and Class R Certificates, represents ownership of
a Regular Interest in REMIC III and also represents (i) the right
to receive payments with respect to the Basis Risk Shortfall Carry
Forward Amount (as defined herein) and (ii) the obligation to pay
Class IO Distribution Amounts (as defined herein). The entitlement
to principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement
to principal of such Certificate.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Certificate or Uncertificated
Principal Balance
|
|
Latest Possible Maturity Date(1)
|
|
A-1(2)
|
|
Variable(3)
|
|
|
$
|
358,856,000.00
|
|
November 25, 2035
|
|
A-2(2)
|
|
Variable(3)
|
|
|
$
|
141,308,000.00
|
|
November 25, 2035
|
|
A-3(2)
|
|
Variable(3)
|
|
|
$
|
31,498,000.00
|
|
November 25, 2035
|
|
M-1(2)
|
|
Variable(3)
|
|
|
$
|
27,815,000.00
|
|
November 25, 2035
|
|
M-2(2)
|
|
Variable(3)
|
|
|
$
|
25,351,000.00
|
|
November 25, 2035
|
|
M-3(2)
|
|
Variable(3)
|
|
|
$
|
17,957,000.00
|
|
November 25, 2035
|
|
M-4(2)
|
|
Variable(3)
|
|
|
$
|
26,407,000.00
|
|
November 25, 2035
|
|
M-5(2)
|
|
Variable(3)
|
|
|
$
|
11,267,000.00
|
|
November 25, 2035
|
|
M-6(2)
|
|
Variable(3)
|
|
|
$
|
11,619,000.00
|
|
November 25, 2035
|
|
M-7(2)
|
|
Variable(3)
|
|
|
$
|
10,210,000.00
|
|
November 25, 2035
|
|
M-8(2)
|
|
Variable(3)
|
|
|
$
|
8,802,000.00
|
|
November 25, 2035
|
|
Class CE Interest
|
|
Variable(3)(4)
|
|
|
$
|
33,097,773.88
|
|
November 25, 2035
|
|
Class P Interest
|
|
0.00% (5)
|
|
|
$
|
100.00
|
|
November 25, 2035
|
|
Class IO Interest
|
|
(6)
|
|
|
|
(7)
|
|
November 25, 2035
|
___________________
|
(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
maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular
Interest.
|
|
(2)
|
This Class of Certificates represents ownership
of a Regular Interest in REMIC III. Any amount distributed on this
Class of Certificates on any Distribution Date in excess of the
amount distributable on the related Regular Interest in REMIC III
on such Distribution Date shall be treated for federal income tax
purposes as having been paid from the Reserve Fund or the
Supplemental Interest Trust, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such
Class of Certificates on such Distribution Date shall be treated
for such purposes as having been distributed to the Holders of such
Certificates and then paid by such Holders to the Supplemental
Interest Trust, all pursuant to and as further provided in Section
3.20 hereof.
|
|
(3)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein. Each Regular Interest in
REMIC III (other than the Class CE, P and IO Interests) which
corresponds to a Certificate will have the same Pass-Through Rate
as such Certificate, except with respect to the Net Rate Cap. The
Net Rate Cap for each such Regular Interest in REMIC III and
Certificate is specified in the definition of “Net Rate
Cap”.
|
|
(4)
|
The Class CE Interest will accrue interest at
its variable Pass-Through Rate on the Uncertificated Notional
Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests (other than REMIC II Regular Interest
P). The Class CE Interest will not accrue interest on its
Uncertificated Principal Balance.
|
|
(5)
|
The Class P Interest is not entitled to
distributions in respect of interest.
|
|
(6)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest
IO.
|
|
(7)
|
For federal income tax purposes, the
Class IO Interest will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the
Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC IV
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC IV created hereunder:
|
|
|
Initial Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
CE
|
Variable(2)
|
$ 33,097,773.88
|
November 25, 2035
|
_______________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for the Class CE Certificates.
|
|
(2)
|
The Class CE Certificates will
receive 100% of amounts received in respect of the Class CE
Interest.
|
REMIC V
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass-Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC V created hereunder:
|
|
|
Initial
Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
November 25, 2035
|
_______________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for the Class P Certificates.
|
|
(2)
|
The Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC VI
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC VI”. The Class R-6 Interest represents the sole
class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.
The following table sets forth the
designation, Pass-Through Rate, initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated class of interests that represents a
Regular Interest in REMIC VI created hereunder:
|
|
|
Initial Uncertificated Principal
Balance
|
Latest Possible
Maturity Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
November 25, 2035
|
_______________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for REMIC VI Regular Interest IO.
|
|
(2)
|
REMIC VI Regular Interest IO will be held as an
asset of the Supplemental Interest Trust.
|
|
(3)
|
REMIC VI Regular Interest IO will not have a
Pass-Through Rate, but will receive 100% of amounts received in
respect of the Class IO Interest.
|
|
(4)
|
REMIC VI Regular Interest IO will
not have an Uncertificated Principal Balance, but will have a
notional amount equal to the Uncertificated Notional Amount of the
Class IO Interest.
|
The Trust Fund shall be named, and
may be referred to as, the “Bear Stearns Asset Backed
Securities I Trust 2005-EC1.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates,
Series 2005-EC1” (including for purposes of any endorsement
or assignment of a Mortgage Note or Mortgage).
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Seller and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
|
|
Section 1.01
|
Defined Terms
.
|
Whenever used in this Agreement, the
following words and phrases, unless otherwise expressly provided or
unless the context otherwise requires, shall have the meanings
specified in this Article:
Accepted Servicing
Practices : With respect
to each Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all
applicable statutes, regulations and prudent mortgage banking
practices for similar mortgage loans.
Account : The Distribution Account, the Reserve Fund,
the Derivative Account, the Class P Certificate Account and the
Protected Account.
Accrual Period
: With respect to the Certificates
(other than the Class CE, Class P and the Residual Certificates)
and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the
first Accrual Period, the Closing Date) to and including the day
prior to such Distribution Date. With respect to the Class CE
Certificates and the Class CE Interest and any Distribution Date,
the calendar month immediately preceding such Distribution Date.
All calculations of interest on the Certificates (other than the
Class CE, Class P and the Residual Certificates) will be made on
the basis of the actual number of days elapsed in the related
Accrual Period. All calculations of interest on the Class CE
Interest and the Class CE Certificates will be made on the basis of
a 360-day year consisting of twelve 30-day months.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Master Servicer as provided in Section 5.01 hereof.
Affected Party
: As defined in the Swap
Agreement.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Adjustable Rate Mortgage
Loan : Each of the
Mortgage Loans identified in the Mortgage Loan Schedule as having a
Mortgage Rate that is subject to adjustment.
Adjustment Date
: With respect to each Adjustable
Rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date following
the Cut-off Date as to each Adjustable Rate Mortgage Loan is set
forth in the Mortgage Loan Schedule.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the Protected
Account at the close of business on the immediately preceding
Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due
after the related Due Period and (ii) Principal
Prepayments,
Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received in respect of such
Mortgage Loans after the last day of the related Prepayment
Period.
Applied Realized Loss
Amount : With respect to
any Distribution Date and a Class of Class A Certificates and Class
M Certificates, the sum of the Realized Losses with respect to the
Mortgage Loans which have been applied in reduction of the
Certificate Principal Balance of a Class of Certificates pursuant
to Section 5.05 of this Agreement which have not previously been
reimbursed or reduced by any Subsequent Recoveries applied to such
Applied Realized Loss Amount.
Appraised Value
: With respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of
the Mortgaged Property based upon the appraisal made at the time of
such refinancing or, with respect to any other Mortgage Loan, the
lesser of (x) the appraised value of the Mortgaged Property based
upon the appraisal made by a fee appraiser at the time of the
origination of the related Mortgage Loan, and (y) the sales price
of the Mortgaged Property at the time of such
origination.
Basis Risk Shortfall Carry
Forward Amount : With
respect to any Distribution Date and any Class of Class A
Certificates and Class M Certificates, an amount equal to the sum
of (A) the excess, if any, of (a) the amount of Current Interest
that such Class would have been entitled to receive on such
Distribution Date had the Pass-Though Rate applicable to such Class
been calculated at a per annum rate equal to One-Month LIBOR plus
the related Certificate Margin, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the
Pass-Through Rate is limited to the Net Rate Cap and (B) the amount
in clause (A) for all previous Distribution Dates not previously
paid, together with interest thereon at a rate equal to the related
Pass-Through Rate for such Distribution Date.
Bankruptcy Code
: Title 11 of the United States
Code.
Book-Entry
Certificates : Any of the
Certificates that shall be registered in the name of the Depository
or its nominee, the ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account
with the Depository (directly, as a “Depository
Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 6.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class CE Certificates and Class P
Certificates) constitutes a Class of Book-Entry
Certificates.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in The
City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the
Trustee or the principal office of the Master Servicer is located
as authorized or obligated by law or executive order to be
closed.
Cap Rate : With respect to the Yield Maintenance
Agreement, the rates set forth therefor in Exhibit O.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Trustee in substantially
the forms attached hereto as Exhibits A-1 through A-5.
Certificate Margin
: With respect to the Class A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-1, 0.110% per annum.
With respect to the Class A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-2, 0.250% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.500% per annum in the case of each Distribution Date
thereafter.
With respect to the Class A-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-3, 0.340% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.680% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-1, 0.450% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.675% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-2, 0.470% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.705% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-3, 0.520% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.780% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-4, 0.700% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.050% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-5, 0.750% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.125% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-6, 1.750% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 2.625% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-7, 2.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.000% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-8
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-8, 2.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.000% per annum in the case of each Distribution Date
thereafter.
Certificate Notional
Amount : With respect to
the Class CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Mortgage Loans as of
the beginning of the related Due Period. The initial Certificate
Notional Amount of the Class CE Certificates shall be
$704,187,773.88. For federal income tax purposes, the Certificate
Notional Amount for any Distribution Date shall be an amount equal
to the Uncertificated Notional Amount for the Class CE Interest for
such Distribution Date.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Certificate (other than the Class CE Certificates or any Class R
Certificate) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate plus, in the case
of a Class A Certificate and Class M Certificate, any Subsequent
Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 5.04(b), less the sum of (i) all
amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous
Distribution Dates pursuant to Section 5.04, and (ii) any Applied
Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates. As to the Class CE Certificates and as of any
Distribution Date, an amount equal to the Uncertificated Principal
Balance of the Class CE Interest.
Certificate Register
: The register maintained pursuant
to Section 6.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Book-Entry Certificates).
Class : All Certificates bearing the same Class
designation as set forth in Section 6.01 hereof.
Class A Certificates
: Any of the Class A-1, Class A-2
and Class A-3 Certificates.
Class A Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
Principal Distribution Amount for such Distribution Date and (y)
the excess, if any, of (i) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1)
51.00% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period, and after reduction for Realized Losses
incurred during the related Due Period) minus
$3,520,939.
Class A-1 Certificate
: Any Certificate designated as a
“Class A-1 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-1
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-2 Certificate
: Any Certificate designated as a
“Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-3 Certificate
: Any Certificate designated as a
“Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class CE Certificate
: Any Certificate designated as a
“Class CE Certificate” on the face thereof, in the form
of Exhibit A-4 hereto, representing the right to its Percentage
Interest of distributions provided for the Class CE Certificates
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the
obligation to pay Basis Risk Shortfall Carry Forward Amounts and
(iii) the right to receive the Class IO Distribution
Amount.
Class CE Distribution
Amount : With respect to
any Distribution Date, the sum of (i) the Current Interest for the
Class CE Interest for such Distribution Date, (ii) any
Overcollateralization Release Amount for such Distribution Date and
(iii) without duplication, any Subsequent Recoveries not
distributed to the Class A Certificates and Class M Certificates on
such Distribution Date; provided, however that on any Distribution
Date after the Distribution Date on which the Certificate Principal
Balances of the Class A Certificates and Class M Certificates have
been reduced to zero, the Class CE Distribution Amount shall
include the Overcollateralization Amount.
Class CE Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class CE Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class IO Distribution
Amount : As defined in
Section 3.20 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the
amount payable to the Derivative Administrator on such Distribution
Date in excess of the amount payable on REMIC VI Regular Interest
IO on such Distribution Date, all as further provided in Section
3.20 hereof.
Class IO Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of REMIC VI
Regular Interest IO, evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
Class M Certificates
: Any of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-1
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-1 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
(y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 58.90% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period), and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,520,939.
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-2 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
the Class M-1 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (3) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 66.10% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to
scheduled
payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,520,939.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-3 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount and the Class M-2
Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4)
the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 71.20% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period), and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,520,939.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-4
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-4 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution
Amount and (y) the excess, if any,
of (a) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (5)
the Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 78.70% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period), and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,520,939.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-5
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-5 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account
the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the distribution
of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the
Class M-4 Principal Distribution Amount on such Distribution Date)
and (6) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 81.90% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related
Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,520,939.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-6
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-6 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class
M-5 Principal Distribution Amount and (y) the excess, if any, of
(a) the sum of (1) the aggregate Certificate Principal Balance of
the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution
Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
85.20% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,520,939.
Class M-7 Certificate
: Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-7
Certificates as set forth herein and evidencing (i) a
Regular Interest in REMIC III, (ii)
the right to receive the Basis Risk Shortfall Carry Forward Amount
and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-7 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount and the Class M-6 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account
the distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of
the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the distribution
of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 88.10% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,520,939.
Class M-8 Certificate
: Any Certificate designated as a
“Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-8
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-8 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution
Amount and the Class M-7 Principal Distribution
Amount and (y) the excess, if any,
of (a) the sum of (1) the aggregate Certificate Principal Balance
of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution
Amount on such Distribution Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account
the distribution of the Class M-6 Principal Distribution Amount on
such Distribution Date), (8) the Certificate Principal Balance of
the Class M-7 Certificates (after taking into account the
distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (9) the Certificate Principal Balance of the
Class M-8 Certificates immediately prior to such Distribution Date,
over (b) the lesser of (1) the product of (x) 90.60% and (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,520,939.
Class P Certificate
: Any Certificate designated as a
“Class P Certificate” on the face thereof, in the form
of Exhibit A-3 hereto, representing the right to its Percentage
Interest of distributions provided for the Class P Certificates as
set forth herein and evidencing (i) a Regular Interest in REMIC V
and (ii) the right to receive any Prepayment Charge Waiver
Amounts.
Class P Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class P Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class P Certificate
Account : The separate
Eligible Account created and maintained by the Trustee pursuant to
Section 4.06 in the name of the Trustee for the benefit of the
Class P Certificateholders.
Class R-1 Certificate
: Any Certificate designated a
“Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC I and representing the right to the Percentage
Interest of distributions provided for the Class R-1 Certificates
as set forth herein.
Class R-2 Certificate
: Any Certificate designated a
“Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC II and representing the right to the Percentage
Interest of distributions provided for the Class R-2 Certificates
as set forth herein.
Class R-3 Certificate
: Any Certificate designated a
“Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC III and representing the right to the Percentage
Interest of distributions provided for the Class R-3 Certificates
as set forth herein.
Class RX Certificate
: Any Certificate designated a
“Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the
Class R-4 Interest, Class R-5 Interest and Class R-6 Interest and
representing the right to the Percentage Interest of distributions
provided for the Class RX Certificates as set forth
herein.
Class R-4 Interest
: The uncertificated Residual
Interest in REMIC IV.
Class R-5 Interest
: The uncertificated Residual
Interest in REMIC V.
Class R-6 Interest
: The uncertificated Residual
Interest in REMIC VI.
Closing Date
: December 30, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Compensating Interest
: An amount, not to exceed the
Servicing Fee, to be deposited in the Protected Account by the
Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
Corporate Trust Office
: The designated office of the
Trustee where at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office
at the date of the execution of this Agreement is located at 135
South LaSalle Street, Suite 1625, Chicago, Illinois, 60603
Attention: Global Securities and Trust Services Group - Bear
Stearns Asset Backed Securities I LLC, Series 2005-EC1, or at such
other address as the Trustee may designate from time to
time.
Corresponding
Certificate : With
respect to each REMIC II Regular Interest (other than REMIC II
Regular Interests AA, ZZ, IO and P), the Certificate with the
corresponding designation. With respect to each REMIC III Regular
Interest (other than the Class CE Interest, the Class P Interest
and the Class IO Interest), the related Certificate respresenting
an ownership therein.
Current Interest
: As of any Distribution Date, with
respect to the Certificates and interests of each class (other than
the Class P Certificates, Class P Interest, the Residual Interests
and the Residual Certificates), (i) the interest accrued on the
Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related
Accrual Period at the applicable Pass-Through Rate plus any amount
previously
distributed with respect to interest
for such Certificate or interest that has been recovered as a
voidable preference by a trustee in bankruptcy minus (ii) the sum
of (a) any Prepayment Interest Shortfall for such Distribution
Date, to the extent not covered by Compensating Interest and (b)
any Relief Act Interest Shortfalls during the related Due Period,
provided, however, that for purposes of calculating Current
Interest for any such class, amounts specified in clause (ii)
hereof for any such Distribution Date shall be allocated first to
the Class CE Certificates, the Class CE Interest and the Residual
Certificates in reduction of amounts otherwise distributable to
such Certificates and interest on such Distribution Date and then
any excess shall be allocated to each Class of Class A Certificates
and Class M Certificates pro rata based on the respective
amounts of interest accrued pursuant to clause (i) hereof for each
such Class on such Distribution Date.
Current Specified Enhancement
Percentage : With respect
to any Distribution Date, the percentage obtained by dividing (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class M Certificates and (ii) the Overcollateralization Amount, in
each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the end of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period).
Custodial Agreement
: An agreement, dated as of December
30, 2005, among the Depositor, EMC, as a seller, Master Funding as
a seller, the Master Servicer, the Trustee and the Custodian in
substantially the form of Exhibit J hereto.
Custodian : LaSalle Bank National Association, or any
successor custodian appointed pursuant to the provisions hereof and
the Custodial Agreement.
Cut-off Date
: The close of business on December
1, 2005.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the unpaid principal balance thereof as of the close
of business on the Cut-off Date after application of all Principal
Prepayments received prior to the Cut-off Date and scheduled
payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off Date.
The aggregate Cut-off Date Principal Balance of the Mortgage Loans
is $704,187,773.88.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of
principal.
Defaulting Party
: As defined in the Swap
Agreement.
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 such Mortgage
Loan, or any reduction in the amount of principal to be paid in
connection with any Scheduled Payment that results in a permanent
forgiveness of principal, which valuation or reduction results from
an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates : As defined
in Section 6.06.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
Delinquency Event
: A Delinquency Event shall have
occurred and be continuing if at any time, (x) the percent
equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Mortgage Loans that are 60 days or
more Delinquent (including for this purpose any such Mortgage Loans
in bankruptcy or foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property is REO Property), and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans as of the last day of the related Due
Period exceeds (y) 32% of the Current Specified Enhancement
Percentage.
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.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Principal Balance or Initial Notional Amount of this
Certificate”.
Depositor : Bear Stearns Asset Backed Securities I LLC, a
Delaware limited liability company, or its successor in
interest.
Depository
: The initial Depository shall be
The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall
initially be the registered Holder of the Book-Entry Certificates.
The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Depository Agreement
: With respect to the Class of
Book-Entry Certificates, the agreement among the Depositor, the
Trustee and the initial Depository, dated as of the Closing Date,
substantially in the form of Exhibit H.
Depository Participant
: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Derivative Account
: The separate trust account created
and maintained by the Derivative Administrator, and held within the
Supplemental Interest Trust, pursuant to the Derivative
Administration Agreement.
Derivative
Administrator : LaSalle
Bank National Association acting as derivative administrator under
the Derivative Administration Agreement.
Derivative Administration
Agreement : The
Derivative Administration Agreement, dated December 30, 2005,
pursuant to which the Derivative Administrator will make payments
to the Swap Provider and the Trust Fund, and certain other
payments, as such agreement may be amended or supplemented from
time to time.
Determination Date
: With respect to any Distribution
Date, the 15th day of the month of such Distribution Date or, if
such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution Account
: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 4.04 in
the name of the Trustee for the benefit of the Certificateholders
designated “LaSalle Bank National Association, in trust for
registered holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2005-EC1”. Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit
Date : The Business Day
prior to each Distribution Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in January 2006.
Due Date : As to any Mortgage Loan, the date in each
month on which the related Scheduled Payment is due, as set forth
in the related Mortgage Note.
Due Period
: With respect to any Distribution
Date, the period from the second day of the calendar month
preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in
which such Distribution Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the long-term unsecured debt obligations and
short-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such
holding company, so long as Moody’s is not a Rating Agency)
are rated by each Rating Agency in one of its two highest long-term
and its highest short-term rating categories, respectively, at the
time any amounts are held on deposit therein, or (ii) an account or
accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Permitted
Investments) securing such funds
that is superior to claims of any other depositors or creditors of
the depository institution or trust company in which such account
is maintained, or (iii) a trust account or accounts maintained with
the corporate trust department of a federal or state chartered
depository institution or trust company having capital and surplus
of not less than $50,000,000, acting in its fiduciary capacity or
(iv) any other account acceptable to the Rating Agencies, as
evidenced in writing. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
EMC : EMC Mortgage Corporation, a Delaware
corporation, and its successors and assigns, in its capacity as a
seller of the Mortgage Loans to the Depositor.
EMC Mortgage Loans
: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which EMC is the applicable
Seller.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA Restricted
Certificates : Any of
Class CE, Class P and Residual Certificates.
Event of Default
: As defined in Section 8.01
hereof.
Excess Cashflow
: With respect to any Distribution
Date, an amount, if any, equal to the sum of (a) the Remaining
Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution
Date.
Excess Liquidation
Proceeds : To the extent
not required by law to be paid to the related Mortgagor, the
excess, if any, of any Liquidation Proceeds with respect to a
Mortgage Loan over the Stated Principal Balance of such Mortgage
Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has
been liquidated.
Excess Non-REMIC Termination
Payment : As defined in
Section 10.01.
Excess Spread
: With respect to any Distribution
Date, the excess, if any, of (i) the Interest Funds for such
Distribution Date over (ii) the sum of the Current Interest on the
Class A Certificates and Class M Certificates and Interest Carry
Forward Amounts on the Class A Certificates (other than Interest
Carry Forward Amounts paid pursuant to Section 5.04(a)(3)(A), in
each case for such Distribution Date.
Exemption : Prohibited Transaction Exemption 90-30, as
amended from time to time.
Extra Principal Distribution
Amount : With respect to
any Distribution Date, the lesser of (i) the excess, if any, of the
Overcollateralization Target Amount for such Distribution Date over
the Overcollateralization Amount for such Distribution Date (after
giving effect to distributions of principal on the Certificates
other than any Extra Principal Distribution Amount) and (ii) the
Excess Spread for such Distribution Date.
Fannie Mae
: Fannie Mae (formerly, Federal
National Mortgage Association), or any successor
thereto.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
Final Certification
: The certification substantially in
the form of Exhibit Three to the Custodial Agreement.
Final Recovery
Determination : With
respect to any defaulted Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property purchased by EMC (on its own
behalf as a seller and on behalf of Master Funding) pursuant to or
as contemplated by Section 2.03(c) or Section 10.01), a
determination made by the Master Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries
which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so
recovered. The Trustee shall maintain records, based solely on
information provided by the Master Servicer, of each Final Recovery
Determination made thereby.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
Fiscal Quarter
: December 1 to February 29 (or the
last day in such month), March 1 to May 31, June 1 to August 31, or
September 1 to November 30, as applicable.
Fitch : Fitch, Inc. and any successor
thereto.
Freddie Mac
: Federal Home Loan Mortgage
Corporation, or any successor thereto.
Global Certificate
: Any Private Certificate registered
in the name of the Depository or its nominee, beneficial interests
in which are reflected on the books of the Depository or on the
books of a Person maintaining an account with such Depository
(directly or as an indirect participant in accordance with the
rules of such depository).
Gross Margin
: With respect to each Adjustable
Rate Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the Index on each Adjustment Date in
accordance with the terms of the related Mortgage Note used to
determine the Mortgage Rate for such Mortgage Loan.
Indemnified Persons
: The Trustee, the Master Servicer,
the Trust Fund and their officers, directors, agents and employees
and, with respect to the Trustee, any separate co-trustee and its
officers, directors, agents and employees.
Index : With respect to each Adjustable Rate Mortgage
Loan and with respect to each related Adjustment Date, the index as
specified in the related Mortgage Note.
Individual Certificate
: Any Private Certificate registered
in the name of the Holder other than the Depository or its
nominee.
Initial Certification
: The certification substantially in
the form of Exhibit One to the Custodial Agreement.
Initial Certificate Principal
Balance : With respect to
any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing
Date.
Institutional Accredited
Investor : Any Person
meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act or any entity all of the
equity Holders in which come within such paragraphs.
Insurance Proceeds
: Proceeds paid in respect of the
Mortgage Loans pursuant to any Insurance Policy and any other
insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the
Master Servicer or the trustee under the deed of trust 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, in each case other than any amount included in
such Insurance Proceeds in respect of Insured Expenses.
Insured Expenses
: Expenses covered by any insurance
policy with respect to the Mortgage Loans.
Interest Carry Forward
Amount : As of any
Distribution Date and with respect to each Class of Certificates
(other than the Class CE, Class P and the Residual Certificates),
the sum of (i) the excess of (a) the Current Interest for such
Class with respect to such Distribution Date and any prior
Distribution Dates over (b) the amount actually distributed to such
Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class
for the related Accrual Period including the Accrual Period
relating to such Distribution Date.
Interest Determination
Date : Shall mean the
second LIBOR Business Day preceding the commencement of each
Accrual Period.
Interest Funds
: With respect any Distribution Date
(i) the sum, without duplication, of (a) all scheduled interest
during the related Due Period with respect to the Mortgage Loans
less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any,
(b) all Advances relating to interest with respect to the Mortgage
Loans made on or prior to the related Distribution Account Deposit
Date, (c) all Compensating Interest with respect to the Mortgage
Loans and required to be remitted by the Master Servicer pursuant
to this Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the
Mortgage Loans collected during the related Prepayment Period (to
the extent such Liquidation Proceeds and Subsequent Recoveries
relate to interest), and (e) all amounts relating to interest with
respect to each Mortgage Loan repurchased by EMC (on its own behalf
as a Seller and on behalf of Master Funding) pursuant to Sections
2.02 and 2.03 and by the Master Servicer pursuant to Section 3.18,
in each case to the extent remitted by the Master Servicer to the
Distribution Account pursuant to this Agreement, minus (i) all
amounts relating to interest required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement,
and (ii) any Net Swap Payment or Swap Termination Payment (not due
to a Swap Provider Trigger Event and to the extent not paid by the
Derivative Administrator from any upfront payment received pursuant
to any replacement interest rate swap agreements that may be
entered into by the Supplemental Interest Trust Trustee) owed to
the Derivative Administrator for payment to the Swap Provider for
such Distribution Date and any such payments remaining unpaid for
any prior Distribution Dates.
Interim Certification
: The certification substantially in
the form of Exhibit Two to the Custodial Agreement.
LaSalle : LaSalle Bank National Association, and any
successor thereto.
Last Scheduled Distribution
Date : Solely for
purposes of the face of the Certificates as follows: with respect
to the Certificates, other than the Class A-1 Certificates and
Class A-2 Certificates, the Distribution Date in November 2035;
with respect to the Class A-1 Certificates and Class A-2
Certificates, the Distribution Date in April 2029 and October 2034,
respectively.
Latest Possible Maturity
Date : The Distribution
Date in the month following the final scheduled maturity date of
the Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off Date. For purposes of the Treasury
regulations under Sections 860A through 860G of the Code, the
latest possible maturity date of each Regular Interest issued by
REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall
be the Latest Possible Maturity Date.
LIBOR Business Day
: Shall mean a day on which banks
are open for dealing in foreign currency and exchange in London and
New York City.
Liquidated Loan
: With respect to any Distribution
Date, a defaulted Mortgage Loan that has been liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the
real property subject to the related Mortgage and any security
agreements and as to which the Master Servicer has made a Final
Recovery Determination with respect thereto.
Liquidation Proceeds
: Amounts, other than Insurance
Proceeds, received in connection with the partial or complete
liquidation of a Mortgage Loan, whether through trustee’s
sale, foreclosure sale or otherwise, or in connection with any
condemnation or partial release of a Mortgaged Property and any
other proceeds received with respect to an REO Property, less the
sum of related unreimbursed Advances, Servicing Fees and Servicing
Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court
and reasonable attorneys fees.
Loan-to-Value Ratio
: The fraction, expressed as a
percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which
is the Appraised Value of the related Mortgaged
Property.
Loss Allocation
Limitation : The meaning
specified in Section 5.05(b) hereof.
LPMI Fee : The fee payable to the insurer for each
Mortgage Loan subject to an LPMI Policy as set forth in such LPMI
Policy.
LPMI Policy
: A policy of mortgage guaranty
insurance issued by an insurer meeting the requirements of Fannie
Mae and Freddie Mac in which the Master Servicer or the related
subservicer of the related Mortgage Loan is responsible for the
payment of the LPMI Fee thereunder from collections on the related
Mortgage Loan.
Majority Class CE
Certificateholder : The
Holder of a 50.01% or greater Percentage Interest in the Class CE
Certificates.
Marker Rate
: With respect to the Class CE
Interest and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than
REMIC II Regular Interests AA, IO and P), with the rate on each
such REMIC II Regular Interest (other than REMIC II Regular
Interest ZZ) subject to a cap equal to the lesser of (i) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate
and (ii) the Net Rate Cap for the REMIC III Regular Interest the
ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and
with the rate on REMIC II Regular Interest ZZ subject to a cap of
zero for the purpose of this calculation; provided, however, that
solely for this purpose, the related cap with respect to each REMIC
II Regular Interest (other than REMIC II Regular Interests AA, IO,
ZZ and P) shall be multiplied by a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in
the related related Accrual Period.
Master Funding
: Master Funding LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Master Funding Mortgage Loans to the
Depositor.
Master Funding Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Master Funding is the applicable Seller.
Master Servicer
: EMC Mortgage Corporation, in its
capacity as master servicer, and its successors and
assigns.
Master Servicer
Certification : A written
certification covering servicing of the Mortgage Loans by the
Master Servicer and signed by an officer of the Master Servicer
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; provided that if, after the Closing Date (a) the Sarbanes
Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement,
rule or regulation of the Securities and Exchange Commission or any
statement of a division thereof, or (c) any future releases, rules
and regulations are published by the Securities and Exchange
Commission from time to time pursuant to the Sarbanes Oxley Act of
2002, which in any such case affects the form or substance of the
required certification and results in the required certification
being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification
as of the Closing Date, the Master Servicer Certification shall be
as agreed to by the Master Servicer, the Depositor and EMC
following a negotiation in good faith to determine how to comply
with any such new requirements.
Maximum Mortgage Rate
: With respect to each Adjustable
Rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum Uncertificated Accrued
Interest Deferral Amount : With respect to any Distribution Date, the
excess of (i) accrued interest at the Uncertificated REMIC II
Pass-Through Rate applicable to REMIC II Regular Interest ZZ for
such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC
II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC II Regular
Interests (other than REMIC II Regular Interests AA, ZZ, IO and P),
with the rate on each such REMIC II Regular Interest subject to a
cap equal to the lesser of (x) the One-Month LIBOR Pass Through
Rate for the Corresponding Certificate and (y) the Net Rate Cap for
the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of
this calculation for such Distribution Date; provided, however,
that solely for this purpose, the related cap with respect to each
REMIC II Regular Interest (other than REMIC II Regular Interests
AA, ZZ, IO and P) shall be multiplied by a fraction, the numerator
of which is 30 and the denominator of which is the actual number of
days in the related related Accrual Period.
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.
Minimum Mortgage Rate
: With respect to each Adjustable
Rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the minimum Mortgage Rate thereunder.
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 Statement
: The statement delivered to the
Certificateholders pursuant to Section 5.06.
Moody’s
: Moody’s Investors Service,
Inc., and any successor thereto.
Mortgage : The mortgage, deed of trust or other
instrument creating a first or second lien on or first or second
priority ownership interest in an estate in fee simple in real
property securing a Mortgage Note.
Mortgage File
: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and
any additional documents delivered to the Custodian to be added to
the Mortgage File pursuant to this Agreement and the Custodial
Agreement.
Mortgage Loans
: Such of the Mortgage Loans
transferred and assigned to the Trustee pursuant to the provisions
hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan
Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property.
Mortgage Loan Purchase
Agreement : The Mortgage
Loan Purchase Agreement, dated as of December 30, 2005, among EMC,
as a seller, Master Funding, as a seller and the Depositor, as
purchaser in the form attached hereto as Exhibit L.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 10.01, to be paid in connection
with the repurchase of the Mortgage Loans pursuant to Section
10.01.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by EMC or the Master Servicer to reflect
the deletion of Deleted Mortgage Loans and the addition of
Replacement Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Fund and
from time to time subject to this Agreement, the initial Mortgage
Loan Schedule being attached hereto as Exhibit B setting forth the
following information with respect to each Mortgage
Loan:
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(i)
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the Mortgage Loan identifying
number;
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(ii)
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the current gross mortgage
rate;
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