AMERIQUEST MORTGAGE SECURITIES INC.
Depositor
AMERIQUEST MORTGAGE COMPANY
Master Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee
________________________________________
POOLING AND SERVICING AGREEMENT
Dated as of April 1, 2005
________________________________________
ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2005-R3
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION
PAGE
ARTICLE I
DEFINITIONS
<S>
<C>
SECTION 1.01. Defined
Terms....................................................................
SECTION 1.02. Allocation of Certain
Interest Shortfalls........................................
SECTION 1.03. Rights of the NIMS
Insurer.......................................................
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage
Loans.....................................................
SECTION 2.02. Acceptance of REMIC I
by the Trustee.............................................
SECTION 2.03. Repurchase or
Substitution of Mortgage Loans by the Seller or the Depositor;
Payment of Prepayment Charge Payment
Amounts.....................................
SECTION 2.04.
[Reserved].......................................................................
SECTION 2.05. Representations,
Warranties and Covenants of the Master
Servicer.................
SECTION 2.06. Issuance of the REMIC
I Regular Interests and the Class R-I Interest.............
SECTION 2.07. Conveyance of the
REMIC I Regular Interests; Acceptance of REMIC II and
REMIC III by the
Trustee.........................................................
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act
as Master Servicer........................................
SECTION 3.02. Collection of Certain
Mortgage Loan Payments.....................................
SECTION 3.03.
[Reserved].......................................................................
SECTION 3.04. Collection Account,
Escrow Account and Distribution Account......................
SECTION 3.05. Permitted Withdrawals
From the Collection Account, Escrow Account and
Distribution
Account.............................................................
SECTION 3.06. Investment of Funds in
the Collection Account, the Escrow Account, the REO
Account and the Distribution
Account.............................................
SECTION 3.07. Payment of Taxes,
Insurance and Other Charges....................................
SECTION 3.08. Maintenance of Hazard
Insurance..................................................
SECTION 3.09. Maintenance of
Mortgage Blanket
Insurance........................................
SECTION 3.10. Fidelity Bond; Errors
and Omissions Insurance....................................
SECTION 3.11. Enforcement of
Due-On-Sale Clauses; Assumption
Agreements........................
SECTION 3.12. Realization Upon
Defaulted Mortgage
Loans........................................
SECTION 3.13. Title, Management and
Disposition of REO Property................................
SECTION 3.14.
[Reserved].......................................................................
SECTION 3.15. Reports of Foreclosure
and Abandonment of Mortgaged Properties...................
SECTION 3.16. Optional Purchase of
Defaulted Mortgage Loans....................................
SECTION 3.17. Trustee to Cooperate;
Release of Mortgage Files..................................
SECTION 3.18. Servicing
Compensation...........................................................
SECTION 3.19. Statement as to
Compliance.......................................................
SECTION 3.20. Independent Public
Accountants' Servicing Report.................................
SECTION 3.21. Access to Certain
Documentation..................................................
SECTION 3.22. PMI Policies; Claims
Under the PMI Policies......................................
SECTION 3.23. Advance
Facility.................................................................
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions....................................................................
SECTION 4.02. Statements to
Certificateholders.................................................
SECTION 4.03. Remittance Reports and
Other Reports to the Trustee; Advances; Payments in
Respect of Prepayment Interest
Shortfalls........................................
SECTION 4.04. Allocation of Realized
Losses....................................................
SECTION 4.05. Compliance with
Withholding
Requirements.........................................
SECTION 4.06. Commission
Reporting.............................................................
SECTION 4.07.
[Reserved].......................................................................
SECTION 4.08.
[Reserved].......................................................................
SECTION 4.09.
[Reserved].......................................................................
SECTION 4.10. Swap
Account.....................................................................
SECTION 4.11. Net WAC Rate Carryover
Reserve Account...........................................
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The
Certificates.................................................................
SECTION 5.02. Registration of
Transfer and Exchange of
Certificates............................
SECTION 5.03. Mutilated, Destroyed,
Lost or Stolen Certificates................................
SECTION 5.04. Persons Deemed
Owners............................................................
SECTION 5.05. Certain Available
Information....................................................
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the
Depositor and the Master
Servicer...............................
SECTION 6.02. Merger or
Consolidation of the Depositor or the Master
Servicer..................
SECTION 6.03. Limitation on
Liability of the Depositor, the Master Servicer and
Others.........
SECTION 6.04. Limitation on
Resignation of the Master
Servicer.................................
SECTION 6.05. Rights of the
Depositor in Respect of the Master
Servicer........................
SECTION 6.06. Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers...........
SECTION 6.07. Successor
Sub-Servicers..........................................................
SECTION 6.08. Liability of the
Master
Servicer.................................................
SECTION 6.09. No Contractual
Relationship Between Sub-Servicers and the NIMS Insurer, the
Trustee or
Certificateholders....................................................
SECTION 6.10. Assumption or
Termination of Sub-Servicing Agreements by
Trustee.................
SECTION 6.11. Sub-Servicing
Accounts...........................................................
ARTICLE VII
DEFAULT
SECTION 7.01. Master Servicer Events
of Default................................................
SECTION 7.02. Trustee to Act;
Appointment of
Successor.........................................
SECTION 7.03. Notification to
Certificateholders...............................................
SECTION 7.04. Waiver of Master
Servicer Events of
Default......................................
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee................................................................
SECTION 8.02. Certain Matters
Affecting the
Trustee............................................
SECTION 8.03. The Trustee Not Liable
for Certificates or Mortgage Loans........................
SECTION 8.04. Trustee May Own
Certificates.....................................................
SECTION 8.05. Trustee's Fees and
Expenses......................................................
SECTION 8.06. Eligibility
Requirements for
Trustee.............................................
SECTION 8.07. Resignation and
Removal of the
Trustee...........................................
SECTION 8.08. Successor
Trustee................................................................
SECTION 8.09. Merger or
Consolidation of
Trustee...............................................
SECTION 8.10. Appointment of
Co-Trustee or Separate
Trustee....................................
SECTION 8.11. Appointment of
Custodians........................................................
SECTION 8.12. Appointment of Office
or Agency..................................................
SECTION 8.13. Representations and
Warranties of the Trustee....................................
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon
Repurchase or Liquidation of All Mortgage
Loans.................
SECTION 9.02. Additional Termination
Requirements..............................................
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC
Administration.............................................................
SECTION 10.02. Prohibited Transactions and
Activities...........................................
SECTION 10.03. Master Servicer and Trustee
Indemnification......................................
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment........................................................................
SECTION 11.02. Recordation of Agreement;
Counterparts...........................................
SECTION 11.03. Limitation on Rights of
Certificateholders.......................................
SECTION 11.04. Governing
Law....................................................................
SECTION 11.05.
Notices..........................................................................
SECTION 11.06. Severability of
Provisions.......................................................
SECTION 11.07. Notice to Rating Agencies
and the NIMS Insurer...................................
SECTION 11.08. Article and Section
References...................................................
SECTION 11.09. Grant of Security
Interest.......................................................
SECTION 11.10. Third Party
Rights...............................................................
</TABLE>
<PAGE>
Exhibits
--------
Exhibit A-1A Form of Class
A-1A Certificate
Exhibit A-1B Form of Class
A-1B Certificate
Exhibit A-2A Form of Class
A-2A Certificate
Exhibit A-2B Form of Class
A-2B Certificate
Exhibit A-3A Form of Class
A-3A Certificate
Exhibit A-3B Form of Class
A-3B Certificate
Exhibit A-3C Form of Class
A-3C Certificate
Exhibit A-3D Form of Class
A-3D Certificate
Exhibit A-M-1 Form of Class M-1
Certificate
Exhibit A-M-2 Form of Class M-2
Certificate
Exhibit A-M-3 Form of Class M-3
Certificate
Exhibit A-M-4 Form of Class M-4
Certificate
Exhibit A-M-5 Form of Class M-5
Certificate
Exhibit A-M-6 Form of Class M-6
Certificate
Exhibit A-M-7 Form of Class M-7
Certificate
Exhibit A-M-8 Form of Class M-8
Certificate
Exhibit A-M-9 Form of Class M-9
Certificate
Exhibit A-M-10 Form of Class M-10
Certificate
Exhibit A-CE Form of Class CE
Certificate
Exhibit A-P Form of
Class P Certificate
Exhibit A-R Form of
Class R Certificate
Exhibit B
Form of Lost Note Affidavit
Exhibit C-1 Form of
Trustee's Initial Certification
Exhibit C-2 Form of
Trustee's Final Certification
Exhibit C-3 Form of
Trustee's Receipt of Mortgage Note
Exhibit D
Form of Mortgage Loan Purchase Agreement
Exhibit E
Request for Release
Exhibit F-1 Form of
Transferor Representation Letter and Form of Transferee
Representation Letter in Connection with Transfer of Class CE
and Class P Certificates Pursuant to Rule 144A Under the 1933
Act
Exhibit F-2 Form of
Transfer Affidavit and Agreement and Form of Transferor
Affidavit in Connection with Transfer of Residual Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Interest Rate Swap Agreement
Exhibit I
Loss Mitigation Action Plan
Exhibit J-1 Form of
Certification to Be Provided by the Depositor
with Form 10-K
Exhibit J-2 Form of
Certification to Be Provided to Depositor
by the Trustee
Exhibit K
[Reserved]
Exhibit L
[Reserved]
Exhibit M
Annual Statement of Compliance pursuant to Section 3.19
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement, is dated and effective
as of April 1, 2005, among AMERIQUEST
MORTGAGE SECURITIES INC., as Depositor,
AMERIQUEST MORTGAGE COMPANY, as Master
Servicer and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be
issued hereunder in multiple classes,
which in the aggregate shall evidence the
entire beneficial ownership interest
in each REMIC (as defined herein) created
hereunder. The Trust Fund shall
consist of a segregated pool of assets
consisting of the Mortgage Loans and
certain other related assets subject to
this Agreement.
<PAGE>
REMIC I
-------
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets (other than any Master
Servicer Prepayment Charge Payment
Amounts, the Net WAC Rate Carryover Reserve
Account, the Swap Account and the
Interest Rate Swap Agreement) subject to
this Agreement as a REMIC for federal
income tax purposes, and such segregated
pool of assets shall be designated as
"REMIC I." The Class R-I Interest shall be
the sole class of "residual
interests" in REMIC I for purposes of the
REMIC Provisions (as defined herein).
The following table irrevocably sets forth
the designation, the REMIC I
Remittance Rate, the initial Uncertificated
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 shall
be certificated.
<PAGE>
REMIC I
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance Maturity Date(1)
-----------
---------------
---------------------- ----------------
I-1-A
Variable(2)
$2,960,342.44 April 25, 2035
I-1-B
Variable(2)
$2,960,344.43 April 25, 2035
I-2-A
Variable(2)
$3,754,823.47 April 25, 2035
I-2-B
Variable(2)
$3,754,823.47 April 25, 2035
I-3-A
Variable(2)
$4,546,409.86 April 25, 2035
I-3-B
Variable(2)
$4,546,409.86 April 25, 2035
I-4-A
Variable(2)
$5,329,043.03 April 25, 2035
I-4-B
Variable(2)
$5,329,043.03 April 25, 2035
I-5-A
Variable(2)
$6,096,436.70 April 25, 2035
I-5-B
Variable(2)
$6,096,436.70 April 25, 2035
I-6-A
Variable(2)
$6,842,165.84 April 25, 2035
I-6-B
Variable(2)
$6,842,165.84 April 25, 2035
I-7-A
Variable(2)
$7,558,848.98 April 25, 2035
I-7-B
Variable(2)
$7,558,848.98 April 25, 2035
I-8-A
Variable(2)
$8,240,422.59 April 25, 2035
I-8-B
Variable(2)
$8,240,422.59 April 25, 2035
I-9-A
Variable(2)
$8,778,555.53 April 25, 2035
I-9-B
Variable(2)
$8,778,555.53 April 25, 2035
I-10-A
Variable(2)
$9,199,936.16 April 25, 2035
I-10-B
Variable(2)
$9,199,936.16 April 25, 2035
I-11-A
Variable(2)
$9,418,924.25 April 25, 2035
I-11-B
Variable(2)
$9,418,924.25 April 25, 2035
I-12-A
Variable(2)
$9,033,750.57 April 25, 2035
I-12-B
Variable(2)
$9,033,750.57 April 25, 2035
I-13-A
Variable(2)
$8,663,642.85 April 25, 2035
I-13-B
Variable(2)
$8,663,642.85 April 25, 2035
I-14-A
Variable(2)
$8,308,851.23 April 25, 2035
I-14-B
Variable(2)
$8,308,851.23 April 25, 2035
I-15-A
Variable(2)
$7,968,738.94 April 25, 2035
I-15-B
Variable(2)
$7,968,738.94 April 25, 2035
I-16-A
Variable(2)
$7,642,692.50 April 25, 2035
I-16-B
Variable(2)
$7,642,692.50 April 25, 2035
I-17-A
Variable(2)
$7,330,126.60 April 25, 2035
I-17-B
Variable(2)
$7,330,126.60 April 25, 2035
I-18-A
Variable(2)
$7,030,478.08 April 25, 2035
I-18-B
Variable(2)
$7,030,478.08 April 25, 2035
I-19-A
Variable(2)
$6,765,227.60 April 25, 2035
I-19-B
Variable(2)
$6,765,227.60 April 25, 2035
I-20-A
Variable(2)
$6,630,950.68 April 25, 2035
I-20-B
Variable(2)
$6,630,950.68 April 25, 2035
I-21-A
Variable(2)
$6,273,207.21 April 25, 2035
I-21-B
Variable(2)
$6,273,207.21 April 25, 2035
I-22-A
Variable(2)
$28,747,375.29 April 25, 2035
I-22-B
Variable(2)
$28,747,375.29 April 25, 2035
I-23-A
Variable(2)
$79,093,796.60 April 25, 2035
I-23-B
Variable(2)
$79,093,796.60 April 25, 2035
I-24-A
Variable(2)
$2,117,264.97 April 25, 2035
I-24-B
Variable(2)
$2,117,264.97 April 25, 2035
I-25-A
Variable(2)
$1,907,663.74 April 25, 2035
I-25-B
Variable(2)
$1,907,663.74 April 25, 2035
I-26-A
Variable(2)
$1,738,468.58 April 25, 2035
I-26-B
Variable(2)
$1,738,468.58 April 25, 2035
I-27-A
Variable(2)
$1,136,702.55 April 25, 2035
I-27-B
Variable(2)
$1,136,702.55 April 25, 2035
I-28-A
Variable(2)
$1,090,991.82 April 25, 2035
I-28-B
Variable(2)
$1,090,991.82 April 25, 2035
I-29-A
Variable(2)
$1,053,694.48 April 25, 2035
I-29-B
Variable(2)
$1,053,694.48 April 25, 2035
I-30-A
Variable(2)
$1,017,729.51 April 25, 2035
I-30-B
Variable(2)
$1,017,729.51 April 25, 2035
I-31-A
Variable(2)
$983,046.59 April 25, 2035
I-31-B
Variable(2)
$983,046.59 April 25, 2035
I-32-A
Variable(2)
$949,597.61 April 25, 2035
I-32-B
Variable(2)
$949,597.61 April 25, 2035
I-33-A
Variable(2)
$917,336.69 April 25, 2035
I-33-B
Variable(2)
$917,336.69 April 25, 2035
I-34-A
Variable(2)
$886,218.70 April 25, 2035
I-34-B
Variable(2)
$886,218.70 April 25, 2035
I-35-A
Variable(2)
$3,803,274.41 April 25, 2035
I-35-B
Variable(2)
$3,803,274.41 April 25, 2035
I-36-A
Variable(2)
$718,019.95 April 25, 2035
I-36-B
Variable(2)
$718,019.95 April 25, 2035
I-37-A
Variable(2)
$658,618.53 April 25, 2035
I-37-B
Variable(2)
$658,618.53 April 25, 2035
I-38-A
Variable(2)
$638,617.89 April 25, 2035
I-38-B
Variable(2)
$638,617.89 April 25, 2035
I-39-A
Variable(2)
$619,219.97 April 25, 2035
I-39-B
Variable(2)
$619,219.97 April 25, 2035
I-40-A
Variable(2)
$600,406.66 April 25, 2035
I-40-B
Variable(2)
$600,406.66 April 25, 2035
I-41-A
Variable(2)
$582,160.55 April 25, 2035
I-41-B
Variable(2)
$582,160.55 April 25, 2035
I-42-A
Variable(2)
$564,463.89 April 25, 2035
I-42-B
Variable(2)
$564,463.89 April 25, 2035
I-43-A
Variable(2)
$547,301.50 April 25, 2035
I-43-B
Variable(2)
$547,301.50 April 25, 2035
I-44-A
Variable(2)
$530,656.75 April 25, 2035
I-44-B
Variable(2)
$530,656.75 April 25, 2035
I-45-A
Variable(2)
$514,513.34 April 25, 2035
I-45-B
Variable(2)
$514,513.34 April 25, 2035
I-46-A
Variable(2)
$498,857.96 April 25, 2035
I-46-B
Variable(2)
$498,857.96 April 25, 2035
I-47-A
Variable(2)
$483,673.96 April 25, 2035
I-47-B
Variable(2)
$483,673.96 April 25, 2035
I-48-A
Variable(2)
$468,949.50 April 25, 2035
I-48-B
Variable(2)
$468,949.50 April 25, 2035
I-49-A
Variable(2)
$454,668.29 April 25, 2035
I-49-B
Variable(2)
$454,668.29 April 25, 2035
I-50-A
Variable(2)
$440,819.25 April 25, 2035
I-50-B
Variable(2)
$440,819.25 April 25, 2035
I-51-A
Variable(2)
$427,388.30 April 25, 2035
I-51-B
Variable(2)
$427,388.30 April 25, 2035
I-52-A
Variable(2)
$13,433,776.05 April 25, 2035
I-52-B
Variable(2)
$13,433,776.05 April 25, 2035
II-1-A
Variable(2)
$2,994,535.09 April 25, 2035
II-1-B
Variable(2)
$2,994,535.09 April 25, 2035
II-2-A
Variable(2)
$3,798,190.01 April 25, 2035
II-2-B
Variable(2)
$3,798,190.01 April 25, 2035
II-3-A
Variable(2)
$4,598,918.87 April 25, 2035
II-3-B
Variable(2)
$4,598,918.87 April 25, 2035
II-4-A
Variable(2)
$5,390,591.10 April 25, 2035
II-4-B
Variable(2)
$5,390,591.10 April 25, 2035
II-5-A
Variable(2)
$6,166,847.82 April 25, 2035
II-5-B
Variable(2)
$6,166,847.82 April 25, 2035
II-6-A
Variable(2)
$6,921,189.80 April 25, 2035
II-6-B
Variable(2)
$6,921,189.80 April 25, 2035
II-7-A
Variable(2)
$7,646,150.31 April 25, 2035
II-7-B
Variable(2)
$7,646,150.31 April 25, 2035
II-8-A
Variable(2)
$8,335,595.79 April 25, 2035
II-8-B
Variable(2)
$8,335,595.79 April 25, 2035
II-9-A
Variable(2)
$8,879,943.93 April 25, 2035
II-9-B
Variable(2)
$8,879,943.93 April 25, 2035
II-10-A
Variable(2)
$9,306,191.32 April 25, 2035
II-10-B
Variable(2)
$9,306,191.32 April 25, 2035
II-11-A
Variable(2)
$9,527,708.62 April 25, 2035
II-11-B
Variable(2)
$9,527,708.62 April 25, 2035
II-12-A
Variable(2)
$9,138,086.35 April 25, 2035
II-12-B
Variable(2)
$9,138,086.35 April 25, 2035
II-13-A
Variable(2)
$8,763,704.06 April 25, 2035
II-13-B
Variable(2)
$8,763,704.06 April 25, 2035
II-14-A
Variable(2)
$8,404,814.76 April 25, 2035
II-14-B
Variable(2)
$8,404,814.76 April 25, 2035
II-15-A
Variable(2)
$8,060,774.32 April 25, 2035
II-15-B
Variable(2)
$8,060,774.32 April 25, 2035
II-16-A
Variable(2)
$7,730,962.19 April 25, 2035
II-16-B
Variable(2)
$7,730,962.19 April 25, 2035
II-17-A
Variable(2)
$7,414,786.29 April 25, 2035
II-17-B
Variable(2)
$7,414,786.29 April 25, 2035
II-18-A
Variable(2)
$7,111,676.97 April 25, 2035
II-18-B
Variable(2)
$7,111,676.97 April 25, 2035
II-19-A
Variable(2)
$6,843,362.96 April 25, 2035
II-19-B
Variable(2)
$6,843,362.96 April 25, 2035
II-20-A
Variable(2)
$6,707,535.20 April 25, 2035
II-20-B
Variable(2)
$6,707,535.20 April 25, 2035
II-21-A
Variable(2)
$6,345,659.95 April 25, 2035
II-21-B
Variable(2)
$6,345,659.95 April 25, 2035
II-22-A
Variable(2)
$29,079,394.65 April 25, 2035
II-22-B
Variable(2)
$29,079,394.65 April 25, 2035
II-23-A
Variable(2)
$80,007,294.66 April 25, 2035
II-23-B
Variable(2)
$80,007,294.66 April 25, 2035
II-24-A
Variable(2)
$2,141,718.43 April 25, 2035
II-24-B
Variable(2)
$2,141,718.43 April 25, 2035
II-25-A
Variable(2)
$1,929,696.41 April 25, 2035
II-25-B
Variable(2)
$1,929,696.41 April 25, 2035
II-26-A
Variable(2)
$1,758,547.12 April 25, 2035
II-26-B
Variable(2)
$1,758,547.12 April 25, 2035
II-27-A
Variable(2)
$1,149,830.96 April 25, 2035
II-27-B
Variable(2)
$1,149,830.96 April 25, 2035
II-28-A
Variable(2)
$1,103,592.29 April 25, 2035
II-28-B
Variable(2)
$1,103,592.29 April 25, 2035
II-29-A
Variable(2)
$1,065,864.18 April 25, 2035
II-29-B
Variable(2)
$1,065,864.18 April 25, 2035
II-30-A
Variable(2)
$1,029,483.83 April 25, 2035
II-30-B
Variable(2)
$1,029,483.83 April 25, 2035
II-31-A
Variable(2)
$994,400.34 April 25, 2035
II-31-B
Variable(2)
$994,400.34 April 25, 2035
II-32-A
Variable(2)
$960,565.04 April 25, 2035
II-32-B
Variable(2)
$960,565.04 April 25, 2035
II-33-A
Variable(2)
$927,931.52 April 25, 2035
II-33-B
Variable(2)
$927,931.52 April 25, 2035
II-34-A
Variable(2)
$896,454.13 April 25, 2035
II-34-B
Variable(2)
$896,454.13 April 25, 2035
II-35-A
Variable(2)
$3,847,200.53 April 25, 2035
II-35-B
Variable(2)
$3,847,200.53 April 25, 2035
II-36-A
Variable(2)
$726,312.76 April 25, 2035
II-36-B
Variable(2)
$726,312.76 April 25, 2035
II-37-A
Variable(2)
$666,225.28 April 25, 2035
II-37-B
Variable(2)
$666,225.28 April 25, 2035
II-38-A
Variable(2)
$645,993.64 April 25, 2035
II-38-B
Variable(2)
$645,993.64 April 25, 2035
II-39-A
Variable(2)
$626,371.69 April 25, 2035
II-39-B
Variable(2)
$626,371.69 April 25, 2035
II-40-A
Variable(2)
$607,341.08 April 25, 2035
II-40-B
Variable(2)
$607,341.08 April 25, 2035
II-41-A
Variable(2)
$588,884.24 April 25, 2035
II-41-B
Variable(2)
$588,884.24 April 25, 2035
II-42-A
Variable(2)
$570,983.19 April 25, 2035
II-42-B
Variable(2)
$570,983.19 April 25, 2035
II-43-A
Variable(2)
$553,622.59 April 25, 2035
II-43-B
Variable(2)
$553,622.59 April 25, 2035
II-44-A
Variable(2)
$536,785.60 April 25, 2035
II-44-B
Variable(2)
$536,785.60 April 25, 2035
II-45-A
Variable(2)
$520,455.74 April 25, 2035
II-45-B
Variable(2)
$520,455.74 April 25, 2035
II-46-A
Variable(2)
$504,619.55 April 25, 2035
II-46-B
Variable(2)
$504,619.55 April 25, 2035
II-47-A
Variable(2)
$489,260.18 April 25, 2035
II-47-B
Variable(2)
$489,260.18 April 25, 2035
II-48-A
Variable(2)
$474,365.65 April 25, 2035
II-48-B
Variable(2)
$474,365.65 April 25, 2035
II-49-A
Variable(2)
$459,919.51 April 25, 2035
II-49-B
Variable(2)
$459,919.51 April 25, 2035
II-50-A
Variable(2)
$445,910.51 April 25, 2035
II-50-B
Variable(2)
$445,910.51 April 25, 2035
II-51-A
Variable(2)
$432,324.44 April 25, 2035
II-51-B
Variable(2)
$432,324.44 April 25, 2035
II-52-A
Variable(2)
$13,588,930.17 April 25, 2035
II-52-B
Variable(2)
$13,588,930.17 April 25, 2035
III-1-A
Variable(2)
$4,046,322.98 April 25, 2035
III-1-B
Variable(2)
$4,046,322.98 April 25, 2035
III-2-A
Variable(2)
$5,132,250.27 April 25, 2035
III-2-B
Variable(2)
$5,132,250.27 April 25, 2035
III-3-A
Variable(2)
$6,214,223.77 April 25, 2035
III-3-B
Variable(2)
$6,214,223.77 April 25, 2035
III-4-A
Variable(2)
$7,283,959.62 April 25, 2035
III-4-B
Variable(2)
$7,283,959.62 April 25, 2035
III-5-A
Variable(2)
$8,332,865.48 April 25, 2035
III-5-B
Variable(2)
$8,332,865.48 April 25, 2035
III-6-A
Variable(2)
$9,352,159.36 April 25, 2035
III-6-B
Variable(2)
$9,352,159.36 April 25, 2035
III-7-A
Variable(2)
$10,331,751.96 April 25, 2035
III-7-B
Variable(2)
$10,331,751.96 April 25, 2035
III-8-A
Variable(2)
$11,263,355.37 April 25, 2035
III-8-B
Variable(2)
$11,263,355.37 April 25, 2035
III-9-A
Variable(2)
$11,998,898.05 April 25, 2035
III-9-B
Variable(2)
$11,998,898.05 April 25, 2035
III-10-A
Variable(2)
$12,574,858.77 April 25, 2035
III-10-B
Variable(2)
$12,574,858.77 April 25, 2035
III-11-A
Variable(2)
$12,874,180.88 April 25, 2035
III-11-B
Variable(2)
$12,874,180.88 April 25, 2035
III-12-A
Variable(2)
$12,347,709.33 April 25, 2035
III-12-B
Variable(2)
$12,347,709.33 April 25, 2035
III-13-A
Variable(2)
$11,841,830.58 April 25, 2035
III-13-B
Variable(2)
$11,841,830.58 April 25, 2035
III-14-A
Variable(2)
$11,356,886.51 April 25, 2035
III-14-B
Variable(2)
$11,356,886.51 April 25, 2035
III-15-A
Variable(2)
$10,892,006.75 April 25, 2035
III-15-B
Variable(2)
$10,892,006.75 April 25, 2035
III-16-A
Variable(2)
$10,446,352.80 April 25, 2035
III-16-B
Variable(2)
$10,446,352.80 April 25, 2035
III-17-A
Variable(2)
$10,019,124.61 April 25, 2035
III-17-B
Variable(2)
$10,019,124.61 April 25, 2035
III-18-A
Variable(2)
$9,609,552.45 April 25, 2035
III-18-B
Variable(2)
$9,609,552.45 April 25, 2035
III-19-A
Variable(2)
$9,246,996.95 April 25, 2035
III-19-B
Variable(2)
$9,246,996.95 April 25, 2035
III-20-A
Variable(2)
$9,063,461.62 April 25, 2035
III-20-B
Variable(2)
$9,063,461.62 April 25, 2035
III-21-A
Variable(2)
$8,574,482.84 April 25, 2035
III-21-B
Variable(2)
$8,574,482.84 April 25, 2035
III-22-A
Variable(2)
$39,293,118.80 April 25, 2035
III-22-B
Variable(2)
$39,293,118.80 April 25, 2035
III-23-A
Variable(2)
$108,108,719.99 April 25, 2035
III-23-B
Variable(2)
$108,108,719.99 April 25, 2035
III-24-A
Variable(2)
$2,893,966.60 April 25, 2035
III-24-B
Variable(2)
$2,893,966.60 April 25, 2035
III-25-A
Variable(2)
$2,607,474.85 April 25, 2035
III-25-B
Variable(2)
$2,607,474.85 April 25, 2035
III-26-A
Variable(2)
$2,376,211.80 April 25, 2035
III-26-B
Variable(2)
$2,376,211.80 April 25, 2035
III-27-A
Variable(2)
$1,553,692.74 April 25, 2035
III-27-B
Variable(2)
$1,553,692.74 April 25, 2035
III-28-A
Variable(2)
$1,491,213.40 April 25, 2035
III-28-B
Variable(2)
$1,491,213.40 April 25, 2035
III-29-A
Variable(2)
$1,440,233.83 April 25, 2035
III-29-B
Variable(2)
$1,440,233.83 April 25, 2035
III-30-A
Variable(2)
$1,391,075.40 April 25, 2035
III-30-B
Variable(2)
$1,391,075.40 April 25, 2035
III-31-A
Variable(2)
$1,343,669.33 April 25, 2035
III-31-B
Variable(2)
$1,343,669.33 April 25, 2035
III-32-A
Variable(2)
$1,297,949.86 April 25, 2035
III-32-B
Variable(2)
$1,297,949.86 April 25, 2035
III-33-A
Variable(2)
$1,253,854.28 April 25, 2035
III-33-B
Variable(2)
$1,253,854.28 April 25, 2035
III-34-A
Variable(2)
$1,211,320.91 April 25, 2035
III-34-B
Variable(2)
$1,211,320.91 April 25, 2035
III-35-A
Variable(2)
$5,198,475.05 April 25, 2035
III-35-B
Variable(2)
$5,198,475.05 April 25, 2035
III-36-A
Variable(2)
$981,419.79 April 25, 2035
III-36-B
Variable(2)
$981,419.79 April 25, 2035
III-37-A
Variable(2)
$900,227.44 April 25, 2035
III-37-B
Variable(2)
$900,227.44 April 25, 2035
III-38-A
Variable(2)
$872,889.72 April 25, 2035
III-38-B
Variable(2)
$872,889.72 April 25, 2035
III-39-A
Variable(2)
$846,375.84 April 25, 2035
III-39-B
Variable(2)
$846,375.84 April 25, 2035
III-40-A
Variable(2)
$820,661.01 April 25, 2035
III-40-B
Variable(2)
$820,661.01 April 25, 2035
III-41-A
Variable(2)
$795,721.46 April 25, 2035
III-41-B
Variable(2)
$795,721.46 April 25, 2035
III-42-A
Variable(2)
$771,532.92 April 25, 2035
III-42-B
Variable(2)
$771,532.92 April 25, 2035
III-43-A
Variable(2)
$748,074.66 April 25, 2035
III-43-B
Variable(2)
$748,074.66 April 25, 2035
III-44-A
Variable(2)
$725,323.91 April 25, 2035
III-44-B
Variable(2)
$725,323.91 April 25, 2035
III-45-A
Variable(2)
$703,258.42 April 25, 2035
III-45-B
Variable(2)
$703,258.42 April 25, 2035
III-46-A
Variable(2)
$681,859.99 April 25, 2035
III-46-B
Variable(2)
$681,859.99 April 25, 2035
III-47-A
Variable(2)
$661,105.86 April 25, 2035
III-47-B
Variable(2)
$661,105.86 April 25, 2035
III-48-A
Variable(2)
$640,979.85 April 25, 2035
III-48-B
Variable(2)
$640,979.85 April 25, 2035
III-49-A
Variable(2)
$621,459.70 April 25, 2035
III-49-B
Variable(2)
$621,459.70 April 25, 2035
III-50-A
Variable(2)
$602,530.24 April 25, 2035
III-50-B
Variable(2)
$602,530.24 April 25, 2035
III-51-A
Variable(2)
$584,172.26 April 25, 2035
III-51-B
Variable(2)
$584,172.26 April 25, 2035
III-52-A
Variable(2)
$18,361,848.79 April 25, 2035
III-52-B
Variable(2)
$18,361,848.79 April 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 "REMIC I Remittance Rate"
herein.
<PAGE>
REMIC II
--------
As provided herein, the Trustee shall 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 shall be
designated as "REMIC II." The Class R-II
Interest shall evidence the sole class
of "residual interests" in REMIC II for
purposes of the REMIC Provisions. The
following table irrevocably sets forth the
designation, the REMIC II Remittance
Rate, the initial Uncertificated 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 shall be
certificated.
`
REMIC II
Initial Uncertificated Latest Possible
Designation
Remittance Rate
Balance
Maturity Date(1)
-----------
--------------- ----------------------
----------------
II-LTAA
Variable(2)
$980,000,005.15 April 25,
2035
II-LTA1A
Variable(2)
$634,570.00 April 25,
2035
II-LTA1B
Variable(2)
$296,530.00 April 25,
2035
II-LTA2A
Variable(2)
$65,915.00 April 25,
2035
II-LTA2B
Variable(2)
$291,160.00 April 25,
2035
II-LTA3A
Variable(2)
$72,790.00 April 25,
2035
II-LTA3B
Variable(2)
$1,077,680.00 April 25,
2035
II-LTA3C
Variable(2)
$269,420.00 April 25,
2035
II-LTA3D
Variable(2)
$260,490.00 April 25,
2035
II-LTM1
Variable(2)
$194,060.00 April 25,
2035
II-LTM2
Variable(2)
$61,190.00 April 25,
2035
II-LTM3
Variable(2)
$52,450.00 April 25,
2035
II-LTM4
Variable(2)
$41,960.00 April 25,
2035
II-LTM5
Variable(2)
$34,965.00 April 25,
2035
II-LTM6
Variable(2)
$31,470.00 April 25,
2035
II-LTM7
Variable(2)
$34,965.00 April 25,
2035
II-LTM8
Variable(2)
$16,580,385.11 April 25,
2035
II-LTM9
Variable(2)
$980,000,005.15 April 25,
2035
II-LTM10
Variable(2)
$634,570.00 April 25,
2035
II-LTZZ
Variable(2)
$296,530.00 April 25,
2035
II-LTP
Variable(2)
$100.00 April 25,
2035
II-LT1SUB
Variable(2)
$39,259.47 April 25,
2035
II-LT1GRP
Variable(2)
$59,199.77 April 25,
2035
II-LT2SUB
Variable(2)
$52,604.50 April 25,
2035
II-LT2GRP
Variable(2)
$59,883.50 April 25,
2035
II-LT3SUB
Variable(2)
$53,974.73 April 25,
2035
II-LT3GRP
Variable(2)
$80,916.73 April 25,
2035
II-XX
Variable(2)
$999,654,166.55 April 25,
2035
II-IO
Variable(2)
(3) April
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 "REMIC II Remittance Rate"
herein.
(3) REMIC II Regular Interest II-IO
will not have an Uncertificated Balance,
but will accrue
interest on its Uncertificated Notional Amount.
<PAGE>
REMIC III
---------
As provided herein, the Trustee shall 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 shall
be designated as "REMIC III." The Class
R-III Interest shall evidence the sole
class of "residual interests" in REMIC III
for purposes of the REMIC Provisions.
The following table irrevocably sets forth
the designation, the Pass-Through
Rate, the initial aggregate 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 classes of
Certificates and interests.
Each Certificate, other than the Class P Certificate, the Class
CE
Certificate and the 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 Net WAC Rate Carryover
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.
`
`
Initial Aggregate
`
`
`
Certificate Principal Latest Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
-----------
----------------- ---------------------
----------------
Class A-1A
Variable(2)
$414,398,000.00 April 25, 2035
Class A-1B
Variable(2)
$103,600,000.00 April 25, 2035
Class A-2A
Variable(2)
$419,185,000.00 April 25, 2035
Class A-2B
Variable(2)
$104,796,000.00 April 25, 2035
Class A-3A
Variable(2)
$292,740,000.00 April 25, 2035
Class A-3B
Variable(2)
$125,396,000.00 April 25, 2035
Class A-3C
Variable(2)
$158,909,000.00 April 25, 2035
Class A-3D
Variable(2)
$130,976,000.00 April 25, 2035
Class M-1
Variable(2)
$53,000,000.00 April 25, 2035
Class M-2
Variable(2)
$47,000,000.00 April 25, 2035
Class M-3
Variable(2)
$27,000,000.00 April 25, 2035
Class M-4
Variable(2)
$25,000,000.00 April 25, 2035
Class M-5
Variable(2)
$19,000,000.00 April 25, 2035
Class M-6
Variable(2)
$13,000,000.00 April 25, 2035
Class M-7
Variable(2)
$10,000,000.00 April 25, 2035
Class M-8
Variable(2)
$10,000,000.00 April 25, 2035
Class M-9
Variable(2)
$13,000,000.00 April 25, 2035
Class M-10
Variable(2)
$23,000,000.00 April 25, 2035
Class CE
Variable(2)(3)
$9,999,910.51 April 25, 2035
Class P
Variable(2)(4)
$100.00
April 25, 2035
Class SWAP-IO
Interest
N/A(5)
N/A(5)
April 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 Class of Certificates and
interests.
(2) Calculated in accordance with the
definition of "Pass-Through Rate" herein.
(3) The Class CE Certificates shall
accrue interest at their variable
Pass-Through
Rate on the Notional Amount of the Class CE Certificates
outstanding from
time to time which shall equal the aggregate
Uncertificated
Balance of the REMIC II Regular Interests, other than REMIC
II Regular
Interest II-LTP. The Class CE Certificates shall not accrue
interest on
their Certificate Principal Balance.
(4) The Class P Certificates shall not
accrue interest.
(5) The Class SWAP-IO Interest will
not have a Pass-Through Rate or a
Certificate
Principal Balance, but will be entitled to 100% of amounts
distributed on
REMIC II Regular Interest II-IO.
<PAGE>
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal
to $591,997,701.31, the Group II
Mortgage Loans had an aggregate Scheduled
Principal Balance equal to
$598,835,010.62 and the Group III Mortgage
Loans had an aggregate Scheduled
Principal Balance equal to
$809,167,298.58.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer and the
Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement
hereto, the following words and
phrases, unless the context otherwise
requires, shall have the meanings
specified in this Article. Unless otherwise
specified, all calculations
described herein shall be made on the basis
of a 360-day year consisting of
twelve 30-day months and all calculations
on each Regular Interest shall be made
on the basis of a 360-day year and the
actual number of days in the month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P
Certificates and the Residual Certificates)
and each Distribution Date, interest
accrued during the related Interest Accrual
Period at the Pass-Through Rate for such
Certificate for such Distribution Date
on the Certificate Principal Balance, in
the case of the Adjustable-Rate
Certificates and the Fixed-Rate
Certificates, or on the Notional Amount, in the
case of the Class CE Certificates, of such
Certificate immediately prior to such
Distribution Date. The Class P Certificates
are not entitled to distributions in
respect of interest and, accordingly, shall
not accrue interest. All
distributions of interest on the
Adjustable-Rate Certificates shall be
calculated on the basis of a 360-day year
and the actual number of days in the
applicable Interest Accrual Period. All
distributions of interest on the
Fixed-Rate Certificates and the Class CE
Certificates shall be based on a
360-day year consisting of twelve 30-day
months. Accrued Certificate Interest
with respect to each Distribution Date, as
to any Class A Certificate or
Mezzanine Certificate, shall be reduced by
an amount equal to the portion
allocable to such Certificate pursuant to
Section 1.02 hereof of the sum of (a)
the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date
to the extent not covered by payments
pursuant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to
Section 1.02 and (b) the aggregate
amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates
pursuant to Section 1.02. Accrued
Certificate Interest with respect to each
Distribution Date and any Class CE
Certificate shall be reduced by (a)
Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates
pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any,
allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an
amount equal to the portion of
Realized Losses, if any, allocable to
interest on the Class CE Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the Mezzanine Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on 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 such
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.
"Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer or a
successor Master Servicer in respect of
any Distribution Date representing the
aggregate of all payments of principal
and interest, net of the Servicing Fee,
that were due during the related Due
Period on the Mortgage Loans and that were
delinquent on the related
Determination Date, plus certain amounts
representing assumed payments not
covered by any current net income on the
Mortgaged Properties acquired by
foreclosure or deed in lieu of foreclosure
as determined pursuant to Section
4.03.
"Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or
under common control with such specified
Person. For the purposes of this
definition, "control," when used with respect
to any specified Person, means the power to
direct the management and policies
of such Person, directly or indirectly,
whether through the ownership of voting
securities, by contract or otherwise, and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements
hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) the
Realized Losses allocated to such Class of
Certificates on such Distribution
Date and (ii) the amount of any Allocated
Realized Loss Amount for such Class of
Certificates remaining undistributed from
the previous Distribution Date,
reduced by the amount of the increase in
the Certificate Principal Balance of
such Class of Certificates due to the
receipt of Subsequent Recoveries as
provided in Section 4.01.
"Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes,
rules and regulations applicable
thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form
(excepting therefrom if applicable,
the mortgage recordation information which
has not been returned by the
applicable recorder's office and/or the
assignee's name), which is sufficient
under the laws of the jurisdiction wherein
the related Mortgaged Property is
located to reflect of record the sale of
the Mortgage.
"Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the
aggregate of the amounts on deposit in
the Collection Account and Distribution
Account as of the close of business on
the related Determination Date, including
any Subsequent Recoveries, (b) the
aggregate of any amounts received in
respect of an REO Property withdrawn from
any REO Account and deposited in the
Distribution Account for such Distribution
Date pursuant to Section 3.13, (c)
Compensating Interest, if any, deposited in
the Distribution Account by the Master
Servicer in respect of Prepayment
Interest Shortfalls for such Distribution
Date pursuant to Section 4.03(e), (d)
the aggregate of any Advances made by the
Master Servicer for such Distribution
Date pursuant to Section 4.03 and (e) the
aggregate of any Advances made by the
successor Master Servicer or the Trustee
for such Distribution Date pursuant to
Section 7.02(b), reduced (to not less than
zero) by (2) the sum of (x) the
portion of the amount described in clause
(1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans
received from a Mortgagor on or prior to
the Determination Date but due during any
Due Period subsequent to the related
Due Period, (ii) Principal Prepayments on
the Mortgage Loans received after the
related Prepayment Period (together with
any interest payments received with
such Principal Prepayments to the extent
they represent the payment of interest
accrued on the Mortgage Loans during a
period subsequent to the related
Prepayment Period), (iii) Liquidation
Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect
of the Mortgage Loans after the
related Prepayment Period, (iv) amounts
reimbursable or payable to the
Depositor, the Master Servicer, the
Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or
otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v)
Stayed Funds, (vi) the Trustee Fee
payable from the Distribution Account
pursuant to Section 8.05 and the PMI
Insurer Fee payable from the Distribution
Account pursuant to Section 3.05,
(vii) amounts deposited in the Collection
Account or the Distribution Account in
error and (viii) the amount of any
Prepayment Charges collected by the Master
Servicer and the amount of any Master
Servicer Prepayment Charge Payment
Amounts, (y) amounts reimbursable to the
Trustee for an advance made pursuant to
Section 7.02(b) which advance the Trustee
has determined to be nonrecoverable
from the Stayed Funds in respect of which
it was made and (z) any Net Swap
Payment or Swap Termination Payment owed to
the Swap Provider (after taking into
account any upfront payment received from
the counterparty to a replacement swap
agreement).
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient
Valuation or Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee.
Initially, the Book-Entry Certificates
shall be the Class A Certificates and the
Mezzanine Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.
"Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan
institutions in the State of
California, the State of New York, or in
the city in which the Corporate Trust
Office of the Trustee is located, are
authorized or obligated by law or
executive order to be closed.
"Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2005-R3,
Class A-1A, Class A-1B, Class A-2A,
Class A-2B, Class A-3A, Class A-3B, Class
A-3C, Class A-3D, Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class
M-9, Class M-10, Class CE, Class P and
Class R, issued under this Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a
fraction, expressed as a decimal
carried to six places, the numerator of
which is the aggregate Certificate
Principal Balance (or the Notional Amount,
in the case of the Class CE
Certificates) of such Class of Certificates
on such Distribution Date (after
giving effect to any distributions of
principal and allocations of Realized
Losses in reduction of the Certificate
Principal Balance (or the Notional
Amount, in the case of the Class CE
Certificates) of such Class of Certificates
to be made on such Distribution Date), and
the denominator of which is the
initial aggregate Certificate Principal
Balance (or the Notional Amount, in the
case of the Class CE Certificates) of such
Class of Certificates as of the
Closing Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register, except that a
Disqualified Organization or a Non-United
States Person shall not be a Holder of
a Residual Certificate for any purposes
hereof and, solely for the purposes of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor or the Master
Servicer or any Affiliate thereof shall be
deemed not to be outstanding and the Voting
Rights to which it is entitled shall
not be taken into account in determining
whether the requisite percentage of
Voting Rights necessary to effect any such
consent has been obtained, except as
otherwise provided in Section 11.01. The
Trustee and the NIMS Insurer may
conclusively rely upon a certificate of the
Depositor or the Master Servicer in
determining whether a Certificate is held
by an Affiliate thereof. All
references herein to "Holders" or
"Certificateholders" shall reflect the rights
of Certificate Owners as they may
indirectly exercise such rights through the
Depository and participating members
thereof, except as otherwise specified
herein; provided, however, that the Trustee
and the NIMS Insurer shall be
required to recognize as a "Holder" or
"Certificateholder" only the Person in
whose name a Certificate is registered in
the Certificate Register.
"Certificate Margin": With respect to each Class of
Adjustable-Rate Certificates and, for
purposes of the Marker Rate and the
Maximum II-LTZZ Uncertificated Interest
Deferral Amount, the specified REMIC II
Regular Interest, as follows:
Certificate Margin
-------------------
Class
REMIC II Regular Interest
(1)(%) (2)(%)
-----
-------------------------
------- -------
A-1A
REMIC II Regular Interest II-LTA1A 0.200
0.400
A-1B
REMIC II Regular Interest II-LTA1B 0.260
0.520
A-2A
REMIC II Regular Interest II-LTA2A 0.220
0.440
A-2B
REMIC II Regular Interest II-LTA2B 0.270
0.540
A-3A
REMIC II Regular Interest II-LTA3A 0.090
0.180
A-3B
REMIC II Regular Interest II-LTA3B 0.140
0.280
A-3C
REMIC II Regular Interest II-LTA3C 0.200
0.400
A-3D
REMIC II Regular Interest II-LTA3D 0.320
0.640
M-1
REMIC II Regular Interest II-LTM1
0.440
0.660
M-2
REMIC II Regular Interest II-LTM2
0.470
0.705
M-3
REMIC II Regular Interest II-LTM3
0.510
0.765
M-4
REMIC II Regular Interest II-LTM4
0.620
0.930
M-5
REMIC II Regular Interest II-LTM5
0.650
0.975
M-6
REMIC II Regular Interest II-LTM6
0.700
1.050
M-7
REMIC II Regular Interest II-LTM7
1.320
1.980
M-8
REMIC II Regular Interest II-LTM8
1.420
2.130
M-9
REMIC II Regular Interest II-LTM9
1.950
2.925
M-10
REMIC II Regular Interest II-LTM10 2.500
3.750
__________
(1) For the Interest Accrual Period for
each Distribution Date on or prior to
the Optional
Termination Date.
(2) For the Interest Accrual Period for
each Distribution Date after the
Optional Termination
Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of
such Certificate as reflected on the
books of the Depository or on the books of
a Depository Participant or on the
books of an indirect participating
brokerage firm for which a Depository
Participant acts as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class
P Certificate as of any date of
determination, the Certificate Principal
Balance of such Certificate on the
Distribution Date immediately prior to such
date of determination plus, with
respect to each Mezzanine Certificate, any
increase in the Certificate Principal
Balance of such Certificate pursuant to
Section 4.01 due to the receipt of
Subsequent Recoveries, minus all
distributions allocable to principal made
thereon on such Distribution Date and, in
the case of a Mezzanine Certificate,
Realized Losses allocated thereto on such
immediately prior Distribution Date
(or, in the case of any date of
determination up to and including the first
Distribution Date, the initial Certificate
Principal Balance of such
Certificate, as stated on the face
thereof). With respect to each Class CE
Certificate as of any date of
determination, an amount equal to the Percentage
Interest evidenced by such Certificate
times the excess, if any, of (A) the then
aggregate Uncertificated Balance of the
REMIC II Regular Interests over (B) the
then aggregate Certificate Principal
Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P
Certificates then outstanding.
"Certificate Register" and "Certificate Registrar": The
register maintained and the registrar
appointed pursuant to Section 5.02.
"Class": Collectively, all of the Certificates bearing the
same class designation.
"Class A Certificate": Any one of the Class A-1A, Class A-1B,
Class A-2A, Class A-2B, Class A-3A, Class
A-3B, Class A-3C or Class A-3D
Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) the Senior Group I
Principal Distribution Amount; (ii) the
Senior Group II Principal Distribution
Amount and (iii) the Senior Group III
Principal Distribution Amount.
"Class A-1A Certificate": Any one of the Class A-1A
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-1A
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-1B Certificate": Any one of the Class A-1B
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-1B
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-2A Certificate": Any one of the Class A-2A
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-2A
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-2B Certificate": Any one of the Class A-2B
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-2B
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-3A Certificate": Any one of the Class A-3A
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-3A
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-3B Certificate": Any one of the Class A-3B
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-3B
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class A-3C Certificate": Any one of the Class A-3C
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-3C
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount..
"Class A-3D Certificate": Any one of the Class A-3D
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit A-3D
and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-CE and and
evidencing (i) a Regular Interest in REMIC
III, (ii) the obligation to pay Net
WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to
receive the Class IO Distribution
Amount.
"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 Swap Administrator on
such Distribution Date in excess of the
amount payable on the Class SWAP-IO
Interest on such Distribution Date, all as
further provided in Section 3.20
hereof.
"Class SWAP-IO Interest": An uncertificated interest in the
Trust Fund evidencing a Regular Interest in
REMIC III.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-1 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-1 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 80.30% and (ii) 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 (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) minus
$10,000,000.05.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-2 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-2 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date) and (iii) the Certificate
Principal Balance of the Class M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 85.00% and (ii)
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 (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) minus
$10,000,000.05.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-3 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-3 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date) and (iv)
the Certificate Principal Balance of the
Class M-3 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
87.70% and (ii) 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 (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) minus
$10,000,000.05.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-4 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-4 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 90.20% and (ii) 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 (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) minus
$10,000,000.05.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-5 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-5 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (vi) the Certificate
Principal Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 92.10% and (ii)
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 (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) minus
$10,000,000.05.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-6 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-6 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date) and (vii)
the Certificate Principal Balance of the
Class M-6 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
93.40% and (ii) 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 (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) minus
$10,000,000.05.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-7 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-7 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 94.40% and (ii) 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 (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) minus
$10,000,000.05.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-8 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-8 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date) and (ix) the Certificate
Principal Balance of the Class M-8
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 95.40% and (ii)
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 (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) minus
$10,000,000.05.
"Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-9 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-9 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) and the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 96.70% and (ii) 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
(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) minus $10,000,000.05.
"Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee, and
authenticated and delivered by the
Certificate Registrar, substantially in the
form annexed hereto as Exhibit
A-M-10 and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to
receive the Net WAC Rate Carryover Amount
and (iii) the obligation to pay the
Class IO Distribution Amount.
"Class M-10 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less
than zero, equal to the lesser of (I)
the Certificate Principal Balance of the
Class M-10 Certificates immediately
prior to such Distribution Date and (II)
the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of
the Class A Certificates (after
taking into account the payment of the
Class A Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) and the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution Date
(after taking into account the
payment of the Class M-9 Principal
Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 99.00% and (ii) 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
(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) minus $10,000,000.05.
"Class P Certificate": Any one of the Class P Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-P, representing
the right to distributions as set forth
herein and therein and evidencing a
Regular Interest in REMIC III for purposes
of the REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by
the Trustee, substantially in the form
annexed hereto as Exhibit A-R and
evidencing the ownership of the Class R-I
Interest, the Class R-II Interest and the
Class R-III Interest.
"Class R-I Interest": The uncertificated Residual Interest in
REMIC I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC II.
"Class R-III Interest": The uncertificated Residual Interest
in REMIC III.
"Closing Date": April 27, 2005.
"Code": The Internal
Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant
to Section 3.04(a), which shall be
entitled "Ameriquest Mortgage Company, as
Master Servicer for Deutsche Bank
National Trust Company, as Trustee, in
trust for the registered holders of
Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates,
Series 2005-R3." The Collection Account
must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date
of the execution of this instrument is
located at 1761 East St. Andrew Place,
Santa Ana, California 92705-4934, or at
such other address as the Trustee may
designate from time to time by notice to
the Certificateholders, the Depositor
and the Master Servicer.
"Corresponding Certificate": With respect to each REMIC II
Regular Interest, as follows:
REMIC II Regular Interest
Class
-------------------------
-----
REMIC II Regular Interest II-LTA1A
A-1A
REMIC II Regular Interest II-LTA1B
A-1B
REMIC II Regular Interest II-LTA2A
A-2A
REMIC II Regular Interest II-LTA2B
A-2B
REMIC II Regular Interest II-LTA3A
A-3A
REMIC II Regular Interest II-LTA3B
A-3B
REMIC II Regular Interest II-LTA3C
A-3C
REMIC II Regular Interest II-LTA4C
A-3D
REMIC II Regular Interest II-LTM1
M-1
REMIC II Regular Interest II-LTM2
M-2
REMIC II Regular Interest II-LTM3
M-3
REMIC II Regular Interest II-LTM4
M-4
REMIC II Regular Interest II-LTM5
M-5
REMIC II Regular Interest II-LTM6
M-6
REMIC II Regular Interest II-LTM7
M-7
REMIC II Regular Interest II-LTM8
M-8
REMIC II Regular Interest II-LTM9
M-9
REMIC II Regular Interest II-LTM10
M-10
REMIC II Regular Interest II-LTP
P
--------------------------------------------------------------------------------
"Credit Enhancement Percentage": For any Distribution Date and
the Class A Certificates and any Class of
Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after
taking into account distribution of
the Group I Principal Distribution Amount,
the Group II Principal Distribution
Amount and the Group III Principal
Distribution Amount to the Certificates then
entitled to distributions of principal on
such Distribution Date, the numerator
of which is the sum of the aggregate
Certificate Principal Balance of the
Classes of Certificates with a lower
distribution priority than such Class, and
the denominator of which is 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).
"Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a
fraction, the numerator of which is the
aggregate amount of Realized Losses
incurred from the Cut-off Date to the last
day of the preceding calendar month
(reduced by the aggregate amount of
Subsequent Recoveries received from the
Cut-off Date through the last day of the
related Due Period) and the denominator of
which is the the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date.
"Custodian": A Custodian, which shall initially be Deutsche
Bank National Trust Company.
"Cut-off Date": With respect to any Mortgage Loan, the close
of business on April 1, 2005. With respect
to all Qualified Substitute Mortgage
Loans, their respective dates of
substitution. References herein to the "Cut-off
Date," when used with respect to more than
one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage
Loans.
"DBRS": Dominion Bond Rating Services, Inc. or its successor
in interest.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction resulting from a Deficient
Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property
by a court of competent jurisdiction
in an amount less than the then outstanding
Stated Principal Balance of the
Mortgage Loan, which valuation results from
a proceeding initiated under the
Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage
Loan.
"Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a
fraction, the numerator of which is the
aggregate Stated Principal Balance of all
Mortgage Loans as of the last day of
the previous calendar month that, as of
such last day of the previous calendar
month, are 60 or more days delinquent
(measured under the OTS delinquency
calculation methodology and with respect to
modifications, measured as set forth
below), are in foreclosure, have been
converted to REO Properties or have been
discharged by reason of bankruptcy, and the
denominator of which is the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as
of the last day of the previous calendar
month; provided, however, that any
Mortgage Loan purchased by the Master
Servicer or the NIMS Insurer pursuant to
Section 3.16 shall not be included in
either the numerator or the denominator
for purposes of calculating the Delinquency
Percentage.
"Depositor": Ameriquest Mortgage Securities Inc., a Delaware
corporation, or its successor in
interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository, for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934,
as amended.
"Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is
incorporated under the laws of the
United States of America or any State
thereof, (b) is subject to supervision and
examination by federal or state banking
authorities and (c) has outstanding
unsecured commercial paper or other
short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch,
"A-1" by S&P and "R-1 (highest)" by
DBRS, if rated by DBRS (or comparable
ratings if Moody's, Fitch, S&P and DBRS
are not the Rating Agencies).
"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.
"Determination Date": With respect to each Distribution Date,
the 10th day of the calendar month in which
such Distribution Date occurs or, if
such 10th day is not a Business Day, the
Business Day immediately preceding such
10th day.
"Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the
tenants thereof, the management or
operation of such REO Property, the holding
of such REO Property primarily for
sale to customers, the performance of any
construction work thereon or any use
of such REO Property in a trade or business
conducted by REMIC I other than
through an Independent Contractor;
provided, however, that the Trustee (or the
Master Servicer on behalf of the Trustee)
shall not be considered to Directly
Operate an REO Property solely because the
Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or
renews leases, deals with taxes and
insurance, or makes decisions as to repairs
or capital expenditures with respect to
such REO Property.
"Disqualified Organization": Any of the following: (i) the
United States, any State or political
subdivision thereof, any possession of the
United States, or any agency or
instrumentality of any of the foregoing (other
than an instrumentality which is a
corporation if all of its activities are
subject to tax and, except for Freddie Mac,
a majority of its board of directors
is not selected by such governmental unit),
(ii) any foreign government, any
international organization, or any agency
or instrumentality of any of the
foregoing, (iii) any organization (other
than certain farmers' cooperatives
described in Section 521 of the Code) which
is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone
cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other
Person so designated by the Trustee based
upon an Opinion of Counsel that the holding
of an Ownership Interest in a
Residual Certificate by such Person may
cause any Trust REMIC or any Person
having an Ownership Interest in any Class
of Certificates (other than such
Person) to incur a liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for the
Transfer of an Ownership Interest in
a Residual Certificate to such Person. The
terms "United States," "State" and
"international organization" shall have the
meanings set forth in Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to
Section 3.04(e), which shall be
entitled "Deutsche Bank National Trust
Company, as Trustee, in trust for the
registered Holders of Ameriquest Mortgage
Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2005-R3."
The Distribution Account must be an
Eligible Account.
"Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next
succeeding Business Day, commencing in
May 2005.
"Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such
Distribution Date occurs, which is the
day of the month on which the Monthly
Payment is due on a Mortgage Loan,
exclusive of any days of grace.
"Due Period": With respect to any Distribution Date, the
period commencing on the second day of the
month immediately preceding the month
in which such Distribution Date occurs and
ending on the related Due Date.
"Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or
trust company the short-term
unsecured debt obligations of which are
rated "F-1" by Fitch, "P-1" by Moody's,
"R-1 (highest)" by DBRS and "A-1+" by
S&P (or comparable ratings if Fitch,
Moody's, DBRS and S&P are not the
Rating Agencies) at the time any amounts are
held on deposit therein, (ii) an account or
accounts the deposits in which are
fully insured by the FDIC or (iii) a trust
account or accounts maintained with
the corporate trust department of a federal
or state chartered depository
institution or trust company acting in its
fiduciary capacity. Eligible Accounts
may bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as amended.
"Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by
the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement
related to any Mortgage Loan.
"Estate in Real Property": A fee simple estate or leasehold
estate in a parcel of land.
"Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine
Certificates and any Distribution Date, the
excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after
assuming that 100% of the Principal
Remittance Amount on such Distribution Date
has been distributed) over (ii) the
Overcollateralization Target Amount for
such Distribution Date.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to
any Mortgage Loan (or the related REO
Property), as of any date of
determination, a per annum rate of interest
equal to the applicable Maximum
Mortgage Rate (or the Mortgage Rate for
such Mortgage Loan in the case of any
Fixed-Rate Mortgage Loan) as of the first
day of the month preceding the month
in which the Distribution Date occurs minus
the sum of (i) the Trustee Fee Rate,
(ii) the Servicing Fee Rate and (iii) the
PMI Insurer Fee Rate, if applicable.
"Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage Loan (or the related REO
Property), as of any date of determination, a
per annum rate of interest equal to the
applicable Mortgage Rate thereon as of
the first day of the month preceding the
month in which the Distribution Date
occurs minus the sum of (i) the Trustee Fee
Rate, (ii) the Servicing Fee Rate
and (iii) the PMI Insurer Fee Rate, if
applicable.
"Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee, or any director, officer,
employee or agent of the Trustee, from
the Trust Fund pursuant to Section 8.05,
any amounts payable from the
Distribution Account in respect of taxes
pursuant to Section 10.01(g)(iii) and
any amounts payable by the Trustee for the
recording of the Assignments pursuant
to Section 2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any
successor thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or
the Master Servicer pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01), 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 Master Servicer
shall maintain records, prepared by a
Servicing Officer, of each Final Recovery
Determination made thereby.
"Final Stated Maturity Date": The Distribution Date occurring
in April 2035.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Certificates": None.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as
having a fixed Mortgage Rate.
"Fixed Swap Payment": With respect to any Distribution Date, a
fixed amount equal to the related amount
set forth in the Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution
Date, a floating amount equal to the
product of (i) LIBOR (as determined
pursuant to the Interest Rate Swap
Agreement for such Distribution Date), (ii)
the related Base Calculation Amount (as
defined in the Interest Rate Swap
Agreement), (iii) 250 and (iv) a fraction,
the numerator of which is the actual
number of days elapsed from and including
the previous Distribution Date to but
excluding the current Distribution Date
(or, for the first Distribution Date,
the actual number of days elapsed from the
Closing Date to but excluding the
first Distribution Date), and the
denominator of which is 360.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of
(i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related
Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor
thereto.
"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 to determine the Mortgage
Rate for such Adjustable-Rate Mortgage
Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group I
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group I Certificates": The Class A-1A and Class A-1B
Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date that represents interest received or
advanced on the Group I Mortgage
Loans.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a
principal balance at origination that
conforms to Fannie Mae and Freddie Mac loan
limits.
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
on the Group I Mortgage Loans due during
the related Due Period, to the extent
received on or prior to the related
Determination Date or advanced prior to such
Distribution Date; (ii) the Stated
Principal Balance of any Group I Mortgage
Loan that was purchased during the related
Prepayment Period pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection
Account in connection with the
substitution of a Deleted Mortgage Loan in
Loan Group I pursuant to Section 2.03
during the related Prepayment Period; (iii)
the principal portion of all other
unscheduled collections (including, without
limitation, Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries and REO
Principal Amortization) received during the
related Prepayment Period on the
Group I Mortgage Loans, net of any portion
thereof that represents a recovery of
principal for which an Advance was made by
the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date; and (iv) the Group I
Allocation Percentage of the amount of any
Overcollateralization Increase Amount
for such Distribution Date. In no event
shall the Group I Principal Distribution
Amount with respect to any Distribution
Date be (x) less than zero or (y)
greater than the then outstanding aggregate
Certificate Principal Balance of the
Class A and Mezzanine Certificates.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts
described in clauses (i) through (iii)
of the definition of Group I Principal
Distribution Amount.
"Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group II
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group II Certificates": The Class A-2A and Class A-2B
Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date that represents interest received or
advanced on the Group II Mortgage
Loans.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II. All with a principal balance at
origination that may or may not
conform to Fannie Mae or Freddie Mac loan
limits.
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
on the Group II Mortgage Loans due during
the related Due Period, to the extent
received on or prior to the related
Determination Date or advanced prior to such
Distribution Date; (ii) the Stated
Principal Balance of any Group II Mortgage
Loan that was purchased during the related
Prepayment Period pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection
Account in connection with the
substitution of a Deleted Mortgage Loan in
Loan Group II pursuant to Section
2.03 during the related Prepayment Period;
(iii) the principal portion of all
other unscheduled collections (including,
without limitation, Principal
Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received during
the related Prepayment Period on the
Group II Mortgage Loans, net of any portion
thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group II
Allocation Percentage of the amount of any
Overcollateralization Increase Amount
for such Distribution Date. In no event
shall the Group II Principal
Distribution Amount with respect to any
Distribution Date be (x) less than zero
or (y) greater than the then outstanding
aggregate Certificate Principal Balance
of the Class A and Mezzanine
Certificates.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts
described in clauses (i) through (iii)
of the definition of Group II Principal
Distribution Amount.
"Group III Allocation Percentage": With respect to the Group
III Certificates and any Distribution Date,
the percentage equivalent of a
fraction, the numerator of which is (x) the
Group III Principal Remittance
Amount for such Distribution Date and the
denominator of which is (y) the
Principal Remittance Amount for such
Distribution Date.
"Group III Certificates": The Class A-3A, Class A-3B, Class
A-3C and Class A-3D Certificates.
"Group III Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date that represents interest received or
advanced on the Group III Mortgage
Loans.
"Group III Mortgage Loan": A Mortgage Loan assigned to Loan
Group III. All Group III Mortgage Loans
have a principal balance at origination
that may or may not conform to Fannie Mae
and Freddie Mac loan limits.
"Group III Principal Distribution Amount": With respect to any
Distribution Date, the sum of: (i) the
principal portion of each Monthly Payment
on the Group III Mortgage Loans due during
the related Due Period, to the extent
received on or prior to the related
Determination Date or advanced prior to such
Distribution Date; (ii) the Stated
Principal Balance of any Group III Mortgage
Loan that was purchased during the related
Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16
or Section 9.01 and the amount of any
shortfall deposited in the Collection
Account in connection with the
substitution of a Deleted Mortgage Loan in
Loan Group III pursuant to Section
2.03 during the related Prepayment Period;
(iii) the principal portion of all
other unscheduled collections (including,
without limitation, Principal
Prepayments, Subsequent Recoveries,
Insurance Proceeds, Liquidation Proceeds and
REO Principal Amortization) received during
the related Prepayment Period on the
Group III Mortgage Loans, net of any
portion thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group III
Allocation Percentage of the amount of any
Overcollateralization Increase Amount
for such Distribution Date. In no event
shall the Group III Principal
Distribution Amount with respect to any
Distribution Date be (x) less than zero
or (y) greater than the then outstanding
aggregate Certificate Principal Balance
of the Class A and Mezzanine
Certificates.
"Group III Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts
described in clauses (i) through (iii)
of the definition of Group III Principal
Distribution Amount.
"Highest Priority": As of any date of determination, the Class
of Mezzanine Certificates then outstanding
with a Certificate Principal Balance
greater than zero, with the highest
priority for payments pursuant to Section
4.01, in the following order of decreasing
priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4
Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates and the
Class M-10 Certificates.
"HOEPA": The Home Ownership and Equity Protection Act of 1994.
"Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class CE
Certificates, the Class P
Certificates and/or the Class R
Certificates, which may or may not be guaranteed
by the NIMS Insurer.
"Independent": When used with respect to any specified Person,
any such Person who (a) is in fact
independent of the Depositor, the Master
Servicer, the Seller and their respective
Affiliates, (b) does not have any
direct financial interest in or any
material indirect financial interest in the
Depositor, the Seller, the Master Servicer
or any Affiliate thereof, and (c) is
not connected with the Depositor, the
Seller, the Master Servicer or any
Affiliate thereof as an officer, employee,
promoter, underwriter, trustee,
partner, director or Person performing
similar functions; provided, however,
that a Person shall not fail to be
Independent of the Depositor, the Seller, the
Master Servicer or any Affiliate thereof
merely because such Person is the
beneficial owner of 1% or less of any class
of securities issued by the
Depositor or the Master Servicer or any
Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an
"independent contractor" with respect to
REMIC I within the meaning of Section
856(d)(3) of the Code if such REMIC were a
real estate investment trust (except that
the ownership tests set forth in that
section shall be considered to be met by
any Person that owns, directly or
indirectly, 35% or more of any Class of
Certificates), so long as such REMIC
does not receive or derive any income from
such Person and provided that the
relationship between such Person and such
REMIC is at arm's length, all within
the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if
the Trustee has received an Opinion of
Counsel to the effect that the taking of
any action in respect of any REO
Property by such Person, subject to any
conditions therein specified, that is
otherwise herein contemplated to be taken
by an Independent Contractor shall not
cause such REO Property to cease to qualify
as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code
(determined without regard to the
exception applicable for purposes of
Section 860D(a) of the Code), or cause any
income realized in respect of such REO
Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the
average of the interbank offered rates for
six-month United States dollar deposits in
the London market as published in THE
WALL STREET JOURNAL and as most recently
available as of the first business day
45 days or more prior to such Adjustment
Date, as specified in the related
Mortgage Note.
"Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a
Mortgage Loan, including the PMI
Policy, to the extent such proceeds are not
to be 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, subject to the
terms and conditions of the related
Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution
Date and the Adjustable-Rate Certificates,
the period commencing on the
Distribution Date in the month immediately
preceding the month in which such
Distribution Date occurs (or, in the case
of the first Distribution Date,
commencing on the Closing Date) and ending
on the day preceding such
Distribution Date. With respect to any
Distribution Date and the Class CE
Certificates and the REMIC II Regular
Interests, the one-month period ending on
the last day of the calendar month
preceding the month in which such
Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any
Distribution Date and any Class of Class A
Certificates or Mezzanine
Certificates, the sum of (i) the amount, if
any, by which (a) the Interest
Distribution Amount for such Class of
Certificates as of the immediately
preceding Distribution Date exceeded (b)
the actual amount distributed on such
Class of Certificates in respect of
interest on such immediately preceding
Distribution Date and (ii) the amount of
any Interest Carry Forward Amount for
such Class of Certificates remaining
undistributed from the previous
Distribution Date, plus accrued interest
thereon calculated at the related
Pass-Through Rate for the most recently
ended Interest Accrual Period.
"Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely
for purposes of calculating the Marker
Rate, REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B,
REMIC II Regular Interest II-LTA2A, REMIC
II Regular Interest II-LTA2B, REMIC II
Regular Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular
Interest II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest
II-LTM9 and REMIC II Regular
Interest II-LTM10 and any Interest Accrual
Period therefor (other than the first
Interest Accrual Period), the second LIBOR
Business Day preceding the
commencement of such Interest Accrual
Period.
"Interest Distribution Amount": With respect to any
Distribution Date and any Class of Class A
Certificates or Mezzanine
Certificates and the Class CE Certificates,
the aggregate Accrued Certificate
Interest on the Certificates of such Class
for such Distribution Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of
April 27, 2005 (together with the
schedule thereto, the Master Agreement)
between Deutsche Bank AG and the
Trustee, an ISDA Credit Support Annex
(Bilateral Form-New York Law) as of the
same date, which supplements, forms part
of, and is subject to the Master
Agreement, and a confirmation of the same
date, which supplements and forms part
of the Master Agreement.
"Late Collections": With respect to any Mortgage Loan and any
Due Period, all amounts received subsequent
to the Determination Date
immediately following such Due Period,
whether as late payments of Monthly
Payments or as Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries
or otherwise, which represent late payments
or collections of principal and/or
interest due (without regard to any
acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent
for such Due Period and not
previously recovered.
"LIBOR Business Day": Any day on which banks in the City of
London and the City of New York are open
and conducting transactions in United
States dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage
Loan is paid in full; (ii) a Final
Recovery Determination is made as to such
Mortgage Loan; or (iii) such Mortgage
Loan is removed from REMIC I by reason of
its being purchased, sold or replaced
pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01.
With respect to any REO Property, either of
the following events: (i) a Final
Recovery Determination is made as to such
REO Property; or (ii) such REO
Property is removed from REMIC I by reason
of its being purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of
the rental of any REO Property prior
to REO Disposition) received by the Master
Servicer in connection with (i) the
taking of all or a part of a Mortgaged
Property by exercise of the power of
eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure
sale or otherwise or (iii) the
repurchase, substitution or sale of a
Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03,
Section 3.13, Section 3.16(a) or Section
9.01.
"Loan Group": Loan Group I, Loan Group II or Loan Group III,
as the context requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group II.
"Loan Group III": The group of Mortgage Loans identified in
the Mortgage Loan Schedule as having been
assigned to Loan Group III.
"Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the
numerator of which is the Stated
Principal Balance of the related Mortgage
Loan at such date and the denominator
of which is the Value of the related
Mortgaged Property.
"Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit I hereto relating to the
realization on delinquent Mortgage
Loans, which are incorporated by reference
into this Agreement and shall be
deemed a part hereof.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been
permanently lost, misplaced or
destroyed and has not been replaced, an
affidavit from the Seller certifying
that the original Mortgage Note has been
lost, misplaced or destroyed (together
with a copy of the related Mortgage Note)
and indemnifying the Trust Fund
against any loss, cost or liability
resulting from the failure to deliver the
original Mortgage Note, in the form of
Exhibit B hereto.
"Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate
equal to two (2) times the weighted
average of the REMIC II Remittance Rate for
REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC
II Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest
II-LTZZ, with the rate on each such REMIC
II Regular Interest (other than REMIC
II Regular Interest II-LTZZ) subject to the
lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net
WAC Pass-Through Rate for the
purpose of this calculation for such
Distribution Date and with the rate on
REMIC II Regular Interest II-LTZZ subject
to a cap of zero for the purpose of
this calculation; provided, however, that
solely for this purpose, calculations
of the REMIC II Remittance Rate and the
related caps with respect to REMIC II
Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular
Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest
II-LTA3A, REMIC II Regular Interest
II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9
and REMIC II Regular Interest
II-LTM10 shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
"Master Servicer": Ameriquest Mortgage Company or any
successor master servicer appointed as
herein provided, in its capacity as
Master Servicer hereunder.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer
pursuant to Section 2.03(b) in respect of
any waived (or, with respect to subsequent
changes of law, any unenforceable)
Prepayment Charges.
"Master Servicer Remittance Date": With respect to any
Distribution Date, 3:00 p.m. New York time
on the last Business Day preceding
such Distribution Date.
"Master Servicer Reporting Date": With respect to any
Distribution Date, 3:00 p.m. New York time
on the 18th day of the calendar month
in which such Distribution Date occurs or,
if such 18th day is not a Business
Day, the Business Day immediately
succeeding such 18th day.
"Master Servicer Termination Test": With respect to any
Distribution Date, the Master Servicer
Termination Test shall be failed if the
Cumulative Loss Percentage exceeds
4.00%.
"Maximum Cap Rate": For any Distribution Date with respect to
the Group I Certificates, a per annum rate
equal to the sum of (i) the product
of (x) the weighted average of the Expense
Adjusted Net Maximum Mortgage Rates
of the Group I Mortgage Loans, weighted on
the basis of the outstanding Stated
Principal Balances of the Group I Mortgage
Loans as of the first day of the
month preceding the month of such
Distribution Date (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 (y) a
fraction, the numerator of which is 30
and the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to
a fraction, the numerator of which is equal
to the Net Swap Payment made by the
Swap Provider and the denominator of which
is equal to the aggregate Stated
Principal Balance of the Mortgage Loans,
multipled by 12.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the
sum of (i) the product of (x) the
weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group
II Mortgage Loans, weighted on the basis of
the outstanding Stated Principal
Balances of the Group II Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (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 (y) a
fraction, the numerator of which is 30 and
the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to
a fraction, the numerator of which is equal
to the Net Swap Payment made by the
Swap Provider and the denominator of which
is equal to the aggregate Stated
Principal Balance of the Mortgage Loans,
multipled by 12.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the
sum of (i) the product of (x) the
weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group
III Mortgage Loans, weighted on the basis
of the outstanding Stated Principal
Balances of the Group III Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (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 (y) a
fraction, the numerator of which is 30 and
the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to
a fraction, the numerator of which is equal
to the Net Swap Payment made by the
Swap Provider and the denominator of which
is equal to the aggregate Stated
Principal Balance of the Mortgage Loans,
multipled by 12.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the
sum of (i) the product of (x) the
weighted average (weighted on the basis of
the results of subtracting from the
aggregate Stated Principal Balance of the
applicable Loan Group, the current
Certificate Principal Balance of the
related Class A Certificates) of the
weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group
I Mortgage Loans, the Group II Mortgage
Loans and the Group III Mortgage Loans,
in each case, weighted on the basis of the
outstanding Stated Principal Balances
of the related Mortgage Loans as of the
first day of the month preceding the
month of such Distribution Date (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 (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period and (ii) an amount, expressed as a
percentage, equal to a fraction, the
numerator of which is equal to the Net Swap
Payment made by the Swap Provider
and the denominator of which is equal to
the aggregate Stated Principal Balance
of the Mortgage Loans, multipled by 12.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount":
With respect to any Distribution Date, the
excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to
REMIC II Regular Interest II-LTZZ for
such Distribution Date on a balance equal
to the Uncertificated Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC
II Overcollateralization Amount, in
each case for such Distribution Date, over
(ii) the Uncertificated Interest on
REMIC II Regular Interest II-LTA1A, REMIC
II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9
and REMIC II Regular Interest
II-LTM10 for such Distribution Date, with
the rate on each such REMIC II Regular
Interest subject to a cap equal to the
lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net
WAC Pass-Through Rate; provided,
however, that solely for this purpose,
calculations of the REMIC II Remittance
Rate and the related caps with respect to
REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC
II Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9 and REMIC II Regular Interest
II-LTM10 shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of which
is 30.
"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.
"Mezzanine Certificate": Any one of the Class M-1
Certificates, Class M-2 Certificates, Class
M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class
M-6 Certificates, Class M-7
Certificates, Class M-8 Certificates, Class
M-9 Certificates and Class M-10
Certificates.
"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.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and
interest on such Mortgage Loan which
is payable by the related Mortgagor from
time to time under the related Mortgage
Note, determined: (a) after giving effect
to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction
in the amount of interest collectible from
the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to
any extension granted or agreed to by
the Master Servicer pursuant to Section
3.02; and (c) on the assumption that all
other amounts, if any, due under such
Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc., or its successor
in interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority
security interest in, a Mortgaged
Property securing a Mortgage Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or
Section 2.03(d) of this Agreement, as
held from time to time as a part of REMIC
I, the Mortgage Loans so held being
identified in the Mortgage Loan
Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the
transfer of the Mortgage Loans by the
Seller to or at the direction of the
Depositor, substantially in the form of
Exhibit D annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date,
separately identifying the Group I
Mortgage Loans, the Group II Mortgage Loans
and the Group III Mortgage Loans,
attached hereto as Schedule 1. The Mortgage
Loan Schedule shall set forth the
following information with respect to each
Mortgage Loan:
(1) the Seller's Mortgage Loan identifying number;
(2) [Reserved];
(3) the state and zip code of the Mortgaged Property;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of Residential Dwelling constituting the
Mortgaged Property;
(6) the original months to maturity;
(7) the Loan-to-Value Ratio at origination;
(8) the Mortgage Rate in effect immediately following the
Cut-off Date;
(9) the date on which the first Monthly Payment was due on the
Mortgage Loan;
(10) the stated maturity date;
(11) the amount of the Monthly Payment due on the first Due
Date after the Cut-off Date;
(12) the last Due Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
(13) the original principal amount of the Mortgage Loan;
(14) the Scheduled Principal Balance of the Mortgage Loan as
of the close of business on the Cut-off Date;
(15) with respect to the Adjustable-Rate Mortgage Loans, the
Gross Margin;
(16) a code indicating the purpose of the Mortgage Loan (I.E.,
purchase, refinance debt consolidation cashout, or refinance
debt
consolidation no cashout);
(17) with respect to the Adjustable-Rate Mortgage Loans, the
Maximum Mortgage Rate;
(18)
with respect to the Adjustable-Rate Mortgage Loans, the
Minimum Mortgage Rate;
(19) the Mortgage Rate at origination;
(20) with respect to the Adjustable-Rate Mortgage Loans, the
Periodic Rate Cap and the maximum first Adjustment Date Mortgage
Rate
adjustment;
(21) a code indicating the documentation program (I.E., Full
Documentation, Limited Documentation or Stated Income);
(22) with respect to the Adjustable-Rate Mortgage Loans, the
first Adjustment Date immediately following the Cut-off Date;
(23) the risk grade;
(24) the Value of the Mortgaged Property;
(25) the sale price of the Mortgaged Property, if applicable;
(26) the FICO score of the primary Mortgagor; and
(27) whether the Mortgage Loan is covered by Primary Mortgage
Insurance.
The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage
Loans by Loan Group and in the
aggregate as of the Cut-off Date: (1) the
number of Mortgage Loans; (2) the
current Stated Principal Balance of the
Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans; and
(4) the weighted average maturity of
the Mortgage Loans. The Mortgage Loan
Schedule shall be amended from time to
time by the Depositor in accordance with
the provisions of this Agreement. With
respect to any Qualified Substitute
Mortgage Loan, the Cut-off Date shall refer
to the related Cut-off Date for such
Mortgage Loan, determined in accordance
with the definition of Cut-off Date
herein.
"Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a
Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO
Properties acquired in respect
thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on
such Mortgage Loan from time to time in
accordance with the provisions of the
related Mortgage Note, which rate (i) with
respect to each Fixed-Rate Mortgage Loan
shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with
respect to each Adjustable-Rate
Mortgage Loan, (A) as of any date of
determination until the first Adjustment
Date following the Cut-off Date shall be
the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect
immediately following the Cut-off Date
and (B) as of any date of determination
thereafter shall be the rate as adjusted
on the most recent Adjustment Date equal to
the sum, rounded to the nearest
0.125% as provided in the Mortgage Note, of
the Index, as most recently
available as of a date prior to the
Adjustment Date as set forth in the related
Mortgage Note, plus the related Gross
Margin; provided that the Mortgage Rate on
such Adjustable-Rate Mortgage Loan on any
Adjustment Date shall never be more
than the lesser of (i) the sum of the
Mortgage Rate in effect immediately prior
to the Adjustment Date plus the related
Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall
never be less than the greater of (i)
the Mortgage Rate in effect immediately
prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the
related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes
an REO Property, as of any date of
determination, the annual rate determined
in accordance with the immediately
preceding sentence as of the date such
Mortgage Loan became an REO Property.
"Mortgaged
Property": The underlying property identified in
the related Mortgage as securing a Mortgage
Loan, including any REO Property,
consisting of an Estate in Real Property
improved by a Residential Dwelling
(excluding for purposes of construing the
representations or warranties made in
the Mortgage Loan Purchase Agreement, any
improvements thereupon not considered
by the appraiser in determining the Value
of such Mortgaged Property).
"Mortgagor": The
obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any
Distribution Date, the excess of (x) the
Available Funds for such Distribution
Date over (y) the sum for such Distribution
Date of (A) the Senior Interest
Distribution Amount, (B) the Interest
Distribution Amounts payable to the
Mezzanine Certificates and (C) the
Principal Remittance Amount.
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property) as of any date of
determination, a per annum rate of
interest equal to the then applicable
Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.
"Net Swap Payment": In the case of payments made by the Trust,
the excess, if any, of (x) the Fixed Swap
Payment over (y) the Floating Swap
Payment and in the case of payments made by
the Swap Provider, the excess, if
any, of (x) the Floating Swap Payment over
(y) the Fixed Swap Payment. In each
case, the Net Swap Payment shall not be
less than zero.
"Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Group I Certificates, a per
annum rate equal to the product of
(x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of
the outstanding Stated Principal
Balances of the Group I Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (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 (y) a
fraction, the numerator of which is 30 and
the denominator of which is the actual
number of days elapsed in the related
Interest Accrual Period minus (i) an
amount, expressed as a percentage, equal to
the Net Swap Payment owed to the Swap
Provider for such Distribution Date
divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (ii)
an amount, expressed as a percentage, equal
to the Swap Termination Payment, if
any, due from the Trust for such
Distribution Date, divided by the aggregate
Stated Principal Balance of the Mortgage
Loans. For federal income tax purposes,
for any Distribution Date with respect to
the REMIC III Regular Interests the
ownership of which is represented by the
Group I Certificates, the economic
equivalent of such rate shall be expressed
as the weighted average (adjusted for
the actual number of days elapsed in the
related Interest Accrual Period) of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT1GRP, weighted on the
basis of the Uncertificated Balance of such
REMIC II Regular Interest.
For any Distribution Date with respect to the Group II
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans,
weighted on the basis of the outstanding
Stated Principal Balances of the Group
II Mortgage Loans as of the first day of
the month preceding the month of such
Distribution Date (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 (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period minus (i) an amount, expressed as a
percentage, equal to the Net Swap
Payment owed to the Swap Provider for such
Distribution Date divided by the
aggregate Stated Principal Balance of the
Mortgage Loans and (ii) an amount,
expressed as a percentage, equal to the
Swap Termination Payment, if any, due
from the Trust for such Distribution Date,
divided by the aggregate Stated
Principal Balance of the Mortgage Loans.
For federal income tax purposes, for
any Distribution Date with respect to the
REMIC III Regular Interests the
ownership of which is represented by the
Group II Certificates, the economic
equivalent of such rate shall be expressed
as the weighted average (adjusted for
the actual number of days elapsed in the
related Interest Accrual Period) of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT2GRP, weighted on the
basis of the Uncertificated Balance of such
REMIC II Regular Interest.
For any Distribution Date with respect to the Group III
Certificates, a per annum rate equal to the
product of (x) the weighted average
of the Expense Adjusted Net Mortgage Rates
of the Group III Mortgage Loans,
weighted on the basis of the outstanding
Stated Principal Balances of the Group
III Mortgage Loans as of the first day of
the month preceding the month of such
Distribution Date (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 (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period minus (i) an amount, expressed as a
percentage, equal to the Net Swap
Payment owed to the Swap Provider for such
Distribution Date divided by the
aggregate Stated Principal Balance of the
Mortgage Loans and (ii) an amount,
expressed as a percentage, equal to the
Swap Termination Payment, if any, due
from the Trust for such Distribution Date,
divided by the aggregate Stated
Principal Balance of the Mortgage Loans.
For federal income tax purposes, for
any Distribution Date with respect to the
REMIC III Regular Interests the
ownership of which is represented by the
Group III Certificates, the economic
equivalent of such rate shall be expressed
as the weighted average (adjusted for
the actual number of days elapsed in the
related Interest Accrual Period) of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT3GRP, weighted on the
basis of the Uncertificated Balance of such
REMIC II Regular Interest.
For any Distribution Date with respect to the Mezzanine
Certificates, a per annum rate equal to the
product of (x) the weighted average
(weighted on the basis of the results of
subtracting from the aggregate Stated
Principal Balance of each Loan Group the
current aggregate Certificate Principal
Balance of the related Class A
Certificates) of the Net WAC Pass-Through Rate
for the Group I Certificates, the Net WAC
Pass-Through Rate for the Group II
Certificates and the Net WAC Pass-Through
Rate for the Group III Certificates
and (y) a fraction, the numerator of which
is 30 and the denominator of which is
the actual number of days elapsed in the
related Interest Accrual Period. For
federal income tax purposes, for any
Distribution Date with respect to the REMIC
III Regular Interests the ownership of
which is represented by the Mezzanine
Certificates, the economic equivalent of
such rate shall be expressed as the
weighted average (adjusted for the actual
number of days elapsed in the related
Interest Accrual Period) of the REMIC II
Remittance Rates on (a) REMIC II
Regular Interest II-LT1SUB, subject to a
cap and a floor equal to the weighted
average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage
Loans, (b) REMIC II Regular Interest
II-LT2SUB, subject to a cap and a floor
equal to the weighted average of the
Expense Adjusted Net Mortgage Rates of the
Group II Mortgage Loans and (c) REMIC II
Regular Interest II-LT3SUB, subject to
a cap and a floor equal to the weigthed
average of the Expense Adjusted Net
Mortgage Rates of the Group III Mortgage
Loans, weighted on the basis of the
Uncertificated Balance of each such REMIC
II Regular Interest.
"Net WAC Rate Carryover Amount": With respect to any Class of
Class A Certificates and the Mezzanine
Certificates and any Distribution Date,
the sum of (A) the excess, if any, of (i)
the amount of interest such
Certificates would have accrued for such
Distribution Date had the applicable
Pass-Through Rate been calculated at the
related Formula Rate, over (ii) the
amount of interest accrued on such
Certificates at the related Net WAC
Pass-Through Rate for such Distribution
Date and (B) the related Net WAC Rate
Carryover Amount for the previous
Distribution Date not previously paid,
together with interest thereon at a rate
equal to the related Formula Rate
applicable for such Class in each case for
the Interest Accrual Period for the
current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and
maintained pursuant to Section 4.11.
"New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or
extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the
terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain
payments under notes secured by collateral
which includes, among other things,
all or a portion of the Class CE
Certificates, the Class P Certificates and/or
the Residual Certificates.
"Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a
Mortgage Loan or REO Property that, in the
good faith business judgment of the Master
Servicer, will not or, in the case of
a proposed Advance, would not be ultimately
recoverable from related Late
Collections, Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in
respect of a Mortgage Loan or REO
Property that, in the good faith business
judgment of the Master Servicer, shall
not or, in the case of a proposed Servicing
Advance, would not be ultimately
recoverable from related Late Collections,
Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO
Property as provided herein.
"Non-United States Person": Any Person other than a United
States Person.
"Notional Amount": With respect to the Class CE Certificates
and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC II
Regular Interests (other than REMIC II
Regular Interest II-LTIO and REMIC II
Regular Interest II-LTP), immediately prior
to such Distribution Date.
"Offered Certificate": Any one of the Class A Certificates and
the Mezzanine Certificates (other than the
Class M-10 Certificates) issued under
this Agreement.
"Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the
Board, the Vice Chairman of the Board,
the President or a vice president (however
denominated), and by the Treasurer,
the Secretary, or one of the assistant
treasurers or assistant secretaries. With
respect to the Master Servicer, any officer
who is authorized to act for the
Master Servicer in matters relating to this
Agreement, and whose action is
binding upon the Master Servicer, initially
including those individuals whose
names appear on the list of authorized
officers delivered at the closing.
"One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest
II-LTA3A, REMIC II Regular Interest
II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9 and REMIC II Regular Interest
II-LTM10 and any Interest Accrual Period
therefor, the rate determined by the
Trustee on the related Interest
Determination Date on the basis of the
offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate
Page 3750 as of 11:00 a.m. (London
time) on such Interest Determination Date;
provided that if such rate does not
appear on Telerate Page 3750, the rate for
such date shall be determined on the
basis of the offered rates of the Reference
Banks for one-month U.S. dollar
deposits, as of 11:00 a.m. (London time) on
such Interest Determination Date. In
such event, the Trustee shall request the
principal London office of each of the
Reference Banks to provide a quotation of
its rate. If on such Interest
Determination Date, two or more Reference
Banks provide such offered quotations,
One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic
mean of such offered quotations (rounded
upwards, if necessary, to the nearest
whole multiple of 1/16%). If on such
Interest Determination Date, fewer than two
Reference Banks provide such offered
quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher
of (i) LIBOR as determined on the
previous Interest Determination Date and
(ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under
the priorities described above, LIBOR
for an Interest Determination Date would be
based on LIBOR for the previous
Interest Determination Date for the third
consecutive Interest Determination
Date, the Trustee shall select, after
consultation with the Depositor and the
NIMS Insurer, an alternative comparable
index (over which the Trustee has no
control), used for determining one-month
Eurodollar lending rates that is
calculated and published (or otherwise made
available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for
the Depositor or the Master Servicer
acceptable to the Trustee, if such opinion
is delivered to the Trustee,
acceptable to the NIMs Insurer, if such
opinion is delivered to the NIMs
Insurer, except that any opinion of counsel
relating to (a) the qualification of
any Trust REMIC as a REMIC or (b)
compliance with the REMIC Provisions must be
an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal
Balance of the Mortgage Loans (and
properties acquired in respect thereof)
remaining in the Trust Fund is reduced
to an amount less than 10% of the aggregate
Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
"Originators": Collectively, Ameriquest Mortgage Company and
Town & Country Credit Corporation.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of
(a) the Overcollateralization Target
Amount applicable to such Distribution Date
over (b) the Overcollateralized
Amount applicable to such Distribution Date
(calculated for this purpose only,
after assuming that 100% of the Principal
Remittance Amount on such Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the
Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the
Net Monthly Excess Cashflow for such
Distribution Date.
"Overcollateralization Target Amount": With respect to any
Distribution Date, 0.50% of the aggregate
Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
Notwithstanding the foregoing, on and
after any Distribution Date following the
reduction of the aggregate Certificate
Principal Balance of the Class A
Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target
Amount shall be zero.
"Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties
immediately following such Distribution Date
(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), over (b) the sum of
the aggregate Certificate Principal
Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P
Certificates as of such Distribution Date
(after giving effect to distributions to be
made on such Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate,
including any interest in such
Certificate as the Holder thereof and any
other interest therein, whether direct
or indirect, legal or beneficial, as owner
or as pledgee.
"Pass-Through Rate": With respect to any Class of
Adjustable-Rate Certificates and any
Distribution Date, the lesser of (x) the
related Formula Rate for such Distribution
Date and (y) the related Net WAC
Pass-Through Rate for such Distribution
Date.
With respect to the Class CE Certificates and any Distribution
Date, a rate per annum equal to the
percentage equivalent of a fraction, the
numerator of which is (x) the sum of (i)
100% of the interest on REMIC II
Regular Interest II-LTP and (ii) interest
on the Uncertificated Balance of each
REMIC II Regular Interest listed in clause
(y) at a rate equal to the related
REMIC II Remittance Rate minus the Marker
Rate and the denominator of which is
(y) the aggregate Uncertificated Balance of
REMIC II Regular Interests II-LTAA,
II-LTIA1A, II-LTA1B, II-LTA2A, II-LTA2B,
II-LTA3A, II-LTA3B, II-LTA3C, II-LTA3D,
II-LTM1, II-LTM2, II-LTM3, II-LTM4,
II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9,
II-LTM10 and II-LTZZ.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO
Interest shall not have a Pass-Through
Rate, but interest for such Regular
Interest and each Distribution Date shall
be an amount equal to 100% of the
amounts distributable to REMIC II Regular
Interest II-IO for such Distribution
Date.
"Percentage Interest": With respect to any Class of
Certificates (other than the Residual
Certificates), the undivided percentage
ownership in such Class evidenced by such
Certificate, expressed as a
percentage, the numerator of which is the
initial Certificate Principal Balance
or Notional Amount represented by such
Certificate and the denominator of which
is the aggregate initial Certificate
Principal Balance or Notional Amount of all
of the Certificates of such Class. The
Class A Certificates and the Mezzanine
Certificates (other than the Class M-10
Certificates) are issuable only in
minimum Percentage Interests corresponding
to minimum initial Certificate
Principal Balances of $25,000 and integral
multiples of $1.00 in excess thereof.
The Class M-10 Certificates are issuable
only in minimum Percentage Interests
corresponding to minimum initial
Certificate Principal Balances of $50,000 and
integral multiples of $1.00 in excess
thereof. The Class P Certificates are
issuable only in minimum Percentage
Interests corresponding to minimum initial
Certificate Principal Balances of $20 and
integral multiples thereof. The Class
CE Certificates are issuable only in
minimum Percentage Interests corresponding
to minimum initial Notional Amount of
$10,000 and integral multiples of $1.00 in
excess thereof; provided, however, that a
single Certificate of such Class of
Certificates may be issued having a
Percentage Interest corresponding to the
remainder of the aggregate initial
Certificate Principal Balance or Notional
Amount of such Class or to an otherwise
authorized denomination for such Class
plus such remainder. With respect to any
Residual Certificate, the undivided
percentage ownership in such Class
evidenced by such Certificate, as set forth
on the face of such Certificate. The
Residual Certificates are issuable in
Percentage Interests of 20% and multiples
thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date
therefor, the fixed percentage set forth
in the related Mortgage Note, which is the
maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or
decrease (without regard to the
Maximum Mortgage Rate or the Minimum
Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately
prior to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations or securities acquired at a
purchase price of not greater than par,
regardless of whether issued by the
Depositor, the Master Servicer, the NIMS
Insurer, the Trustee or any of their
respective Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to timely payment of principal and interest by, the United States
or
any agency or instrumentality thereof, provided such obligations
are
backed by the full faith and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of
not more than 90 days and, in the case of bankers' acceptances,
shall
in no
event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United
States
dollars and issued by, any Depository Institution;
(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);
(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United
States of America or any state thereof and that are rated by
each
Rating Agency that rates such securities in its highest
long-term
unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand
or on a specified date not more than 30 days after the date of
acquisition thereof) that is rated by each Rating Agency that
rates
such securities in its highest short-term unsecured debt rating
available at the time of such investment;
(vi) units of money market funds, including money market funds
advised by the Trustee or an Affiliate thereof, that have been
rated
"Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P; and
(vii) if previously confirmed in writing to the Trustee and
consented to by the NIMS Insurer, any other demand, money market
or
time deposit, or any other obligation, security or investment, as
may
be acceptable to the Rating Agencies as a permitted investment of
funds
backing securities having ratings equivalent to its highest
initial
rating of the Class A Certificates;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified
Organization or Non-United States Person.
"Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company,
trust, unincorporated organization or
government or any agency or political
subdivision thereof.
"Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including
individual retirement accounts and annuities,
Keogh plans and bank collective investment
funds and insurance company general
or separate accounts in which such plans,
accounts or arrangements are invested,
that are subject to ERISA and Section 4975
of the Code.
"PMI Insurer": Radian Guaranty Inc., a Pennsylvania
corporation, or its successor in
interest.
"PMI Insurer Fee": The amount payable to the PMI Insurer on
each Distribution Date pursuant to Section
3.22, which amount shall equal
one-twelfth of the product of (i) the PMI
Insurer Fee Rate, multiplied by (ii)
the aggregate Stated Principal Balance of
the PMI Mortgage Loans and any REO
Properties as of the first day of the
related Due Period (after giving effect to
scheduled payments of principal due during
the Due Period relating to the
previous Distribution Date, to the extent
received or advanced) plus any
applicable premium taxes on related PMI
Mortgage Loans located in West Virginia
and Kentucky.
"PMI Insurer Fee Rate": 0.96% per annum.
"PMI Mortgage Loans": The list of Mortgage Loans insured by
the PMI Insurer attached hereto as Schedule
3.
"PMI Policy": The
primary mortgage insurance policy no. 11616
(policy reference number: #05-998025) with
respect to the PMI Mortgage Loans,
including all endorsements thereto dated
the Closing Date, issued by Radian
Guaranty Inc. and the Commitment Letter,
dated April 27, 2005, among Radian
Guaranty Inc., the Master Servicer and the
Trustee.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge
payable by a Mortgagor in connection with
any Principal Prepayment pursuant to the
terms of the related Mortgage Note as
from time to time held as a part of the
Trust Fund, the Prepayment Charges so
held being identified in the Prepayment
Charge Schedule (other than any Master
Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust
Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge
summary attached thereto). The
Prepayment Charge Schedule shall set forth
the following information with
respect to each Prepayment Charge:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the related Mortgage Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan
as of the Cut-off Date.
The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance
with the provisions of this Agreement
and a copy of such amended Prepayment
Charge Schedule shall be furnished by the
Master Servicer to the NIMS Insurer, if
any.
"Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment in
full during the portion of the related
Prepayment Period occurring between the
first day of the calendar month in which
such Distribution Date occurs and the
Determination Date of the calendar month in
which such Distribution Date occurs,
an amount equal to interest (to the extent
received) at the applicable Net
Mortgage Rate on the amount of such
Principal Prepayment for the number of days
commencing on the first day of the calendar
month in which such Distribution
Date occurs and ending on the last date
through which interest is collected from
the related Mortgagor. The Master Servicer
may withdraw such Prepayment Interest
Excess from the Collection Account in
accordance with Section 3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan
that was the subject of a Principal
Prepayment in full during the portion of
the related Prepayment Period occurring
between the first day of the related
Prepayment Period and the last day of the
calendar month preceding the month in which
such Distribution Date occurs, an
amount equal to interest at the applicable
Net Mortgage Rate on the amount of
such Principal Prepayment for the number of
days commencing on the day after the
last date on which interest is collected
from the related Mortgagor and ending
on the last day of the calendar month
preceding such Distribution Date. The
obligations of the Master Servicer in
respect of any Prepayment Interest
Shortfall are set forth in Section
4.03(e).
"Prepayment Period": With respect to any Distribution Date,
the period commencing on the day after the
Determination Date in the calendar
month preceding the calendar month in which
such Distribution Date occurs (or,
in the case of the first Distribution Date,
commencing on April 1, 2005) and
ending on the Determination Date of the
calendar month in which such
Distribution Date occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is
received in advance of its scheduled Due
Date and which is not accompanied by an
amount of interest representing the full
amount of scheduled interest due on any Due
Date in any month or months
subsequent to the month of prepayment.
"Principal Remittance Amount": With respect to any
Distribution Date, the sum of the (i) the
Group I Principal Remittance Amount,
(ii) the Group II Principal Remittance
Amount and (iii) the Group III Principal
Remittance Amount.
"Prospectus Supplement": The Prospectus Supplement, dated
April 22, 2005, relating to the public
offering of the Offered Certificates.
"PTCE": A Prohibited
Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01, and as confirmed
by an Officers' Certificate from the
Master Servicer to the Trustee, an amount
equal to the sum of (i) 100% of the
Stated Principal Balance thereof as of the
date of purchase (or such other price
as provided in Section 9.01), (ii) in the
case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance
at the applicable Net Mortgage Rate in
effect from time to time from the Due Date
as to which interest was last covered
by a payment by the Mortgagor or an Advance
by the Master Servicer, which
payment or Advance had as of the date of
purchase been distributed pursuant to
Section 4.01, through the end of the
calendar month in which the purchase is to
be effected and (y) an REO Property, the
sum of (1) accrued interest on such
Stated Principal Balance at the applicable
Net Mortgage Rate in effect from time
to time from the Due Date as to which
interest was last covered by a payment by
the Mortgagor or an advance by the Master
Servicer through the end of the
calendar month immediately preceding the
calendar month in which such REO
Property was acquired plus (2) REO Imputed
Interest for such REO Property for
each calendar month commencing with the
calendar month in which such REO
Property was acquired and ending with the
calendar month in which such purchase
is to be effected, net of the total of all
net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances
that as of the date of purchase had
been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances
and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts
previously withdrawn from the Collection
Account in respect of such Mortgage
Loan or REO Property pursuant to Sections
3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be
purchased pursuant to Section 2.03,
expenses reasonably incurred or to be
incurred by the Master Servicer, the NIMS
Insurer or the Trustee in respect of the
breach or defect giving rise to the
purchase obligation, as well as any costs
and damages incurred by the Trust Fund
in connection with any violation by such
loan of any predatory or abusive
lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan
pursuant to the terms of this Agreement
which must, on the date of such
substitution, (i) have an outstanding Stated
Principal Balance, after application of all
scheduled payments of principal and
interest due during or prior to the month
of substitution, not in excess of the
Scheduled Principal Balance of the Deleted
Mortgage Loan as of the Due Date in
the calendar month during which the
substitution occurs, (ii) have a Mortgage
Rate not less than (and not more than one
percentage point in excess of) the
Mortgage Rate of the Deleted Mortgage Loan,
(iii) with respect to any
Adjustable-Rate Mortgage Loan, have a
Maximum Mortgage Rate not less than the
Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) with respect to any
Adjustable-Rate Mortgage Loan, have a
Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted
Mortgage Loan, (v) with respect to
Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to the Gross Margin of
the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more
than two months later than the next
Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to
maturity not greater than (and not more
than one year less than) that of the
Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a
Loan-to-Value Ratio as of the date of
substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted
Mortgage Loan as of such date, (x) have a
risk grading determined by the Seller
at least equal to the risk grading assigned
on the Deleted Mortgage Loan, (xi)
have been underwritten or reunderwritten by
the Seller or an Affiliate of the
Seller in accordance with the same
underwriting criteria and guidelines as the
Deleted Mortgage Loan, (xii) have a
Prepayment Charge provision at least equal
to the Prepayment Charge provision of the
Deleted Mortgage Loan, (xiii) not be
more than 59 or more days delinquent or any
additional days delinquent than the
Deleted Mortgage Loan, (xiv) conform to
each representation and warranty set
forth in Section 6 of the Mortgage Loan
Purchase Agreement applicable to the
Deleted Mortgage Loan and (xv) be covered
by the PMI Policy if the Deleted
Mortgage Loan was covered by the PMI
Policy. In the event that one or more
mortgage loans are substituted for one or
more Deleted Mortgage Loans, the
amounts described in clause (i) hereof
shall be determined on the basis of
aggregate Stated Principal Balances, the
Mortgage Rates described in clause (ii)
hereof shall be determined on the basis of
weighted average Mortgage Rates, the
terms described in clause (vii) hereof
shall be determined on the basis of
weighted average remaining terms to
maturity, the Loan-to-Value Ratios described
in clause (ix) hereof shall be satisfied as
to each such mortgage loan, the risk
gradings described in clause (x) hereof
shall be satisfied as to each such
mortgage loan and, except to the extent
otherwise provided in this sentence, the
representations and warranties described in
clause (xiv) hereof must be
satisfied as to each Qualified Substitute
Mortgage Loan or in the aggregate, as
the case may be.
"Rating Agency" or "Rating Agencies": Moody's, Fitch, DBRS and
S&P or their successors. If such
agencies or their successors are no longer in
existence, "Rating Agencies" shall be such
nationally recognized statistical
rating agencies, or other comparable
Persons, designated by the Depositor,
notice of which designation shall be given
to the Trustee and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has
been made, an amount (not less than
zero) equal to (i) the unpaid Stated
Principal Balance of such Mortgage Loan as
of the commencement of the calendar month
in which the Final Recovery
Determination was made, plus (ii) accrued
interest from the Due Date as to which
interest was last paid by the Mortgagor
through the end of the calendar month in
which such Final Recovery Determination was
made, calculated in the case of each
calendar month during such period (A) at an
annual rate equal to the annual rate
at which interest was then accruing on such
Mortgage Loan and (B) on a principal
amount equal to the Stated Principal
Balance of such Mortgage Loan as of the
close of business on the Distribution Date
during such calendar month, plus
(iii) any amounts previously withdrawn from
the Collection Account in respect of
such Mortgage Loan pursuant to Section
3.05(a)(v) and Section 3.12(c), minus
(iv) the proceeds, if any, received in
respect of such Mortgage Loan during the
calendar month in which such Final Recovery
Determination was made, net of
amounts that are payable therefrom to the
Master Servicer with respect to such
Mortgage Loan pursuant to Section
3.05(a)(ii). If the Master Servicer receives
Subsequent Recoveries with respect to any
Mortgage Loan, the amount of Realized
Losses with respect to that Mortgage Loan
shall be reduced to the extent such
recoveries are applied to principal
distributions on any Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not
less than zero) equal to (i) the
unpaid Stated Principal Balance of the
related Mortgage Loan as of the date of
acquisition of such REO Property on behalf
of REMIC I, plus (ii) accrued
interest from the Due Date as to which
interest was last paid by the Mortgagor
in respect of the related Mortgage Loan
through the end of the calendar month
immediately preceding the calendar month in
which such REO Property was
acquired, calculated in the case of each
calendar month during such period (A)
at an annual rate equal to the annual rate
at which interest was then accruing
on the related Mortgage Loan and (B) on a
principal amount equal to the Stated
Principal Balance of the related Mortgage
Loan as of the close of business on
the Distribution Date during such calendar
month, plus (iii) REO Imputed
Interest for such REO Property for each
calendar month commencing with the
calendar month in which such REO Property
was acquired and ending with the
calendar month in which such Final Recovery
Determination was made, plus (iv)
any amounts previously withdrawn from the
Collection Account in respect of the
related Mortgage Loan pursuant to Section
3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by
the Master Servicer in respect of such
REO Property or the related Mortgage Loan
for which the Master Servicer has been
or, in connection with such Final Recovery
Determination, shall be reimbursed
pursuant to Section 3.13 out of rental
income, Insurance Proceeds and
Liquidation Proceeds received in respect of
such REO Property, minus (vi) the
total of all net rental income, Insurance
Proceeds and Liquidation Proceeds
received in respect of such REO Property
that has been, or in connection with
such Final Recovery Determination, shall be
transferred to the Distribution
Account pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the
difference between the Stated Principal
Balance of the Mortgage Loan outstanding
immediately prior to such Deficient
Valuation and the Stated Principal Balance
of the Mortgage Loan as reduced by
the Deficient Valuation.
With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the
portion, if any, of the reduction in
each affected Monthly Payment attributable
to a reduction in the Mortgage Rate
imposed by a court of competent
jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due
Date for each affected Monthly Payment.
If the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of
the Realized Loss with respect to
that Mortgage Loan shall be reduced to the
extent such recoveries are applied to
principal distributions on any Distribution
Date.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a
Book-Entry Certificate, the Business Day
immediately preceding such Distribution
Date. With respect to each Distribution
Date and any other Class of Certificates,
including any Definitive Certificates,
the last Business Day of the month
immediately preceding the month in which such
Distribution Date occurs.
"Reference Banks": Deutsche Bank, Barclays Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster
Bank PLC and their successors in
interest; provided, however, that if any of
the foregoing banks are not suitable
to serve as a Reference Bank, then any
leading banks selected by the Trustee
(after consultation with the Depositor and
the NIMS Insurer, if any) which are
engaged in transactions in Eurodollar
deposits in the international Eurocurrency
market (i) with an established place of
business in London, (ii) not
controlling, under the control of or under
common control with the Depositor or
any Affiliate thereof and (iii) which have
been designated as such by the
Trustee.
"Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related
Mortgaged Property.
"Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class P Certificate or Class
CE Certificate.
"Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the
Code.
"Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar
relief.
"Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan,
any reduction in the amount of interest
collectible on such Mortgage Loan for the
most recently ended calendar month as
a result of the application of the Relief
Act.
"REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the
Code.
"REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to which a REMIC election is
to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges as
from time to time are subject to this
Agreement, together with the Mortgage Files
relating thereto, and together with
all collections thereon and proceeds
thereof, (ii) any REO Property, together
with all collections thereon and proceeds
thereof, (iii) the Trustee's rights
with respect to the Mortgage Loans under
all insurance policies (including the
PMI Policy) required to be maintained
pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor's
rights under the Mortgage Loan Purchase
Agreement (including any security interest
created thereby) to the extent
conveyed pursuant to Section 2.01 and (v)
the Collection Account (other than any
amounts representing any Master Servicer
Prepayment Charge Payment Amounts), the
Distribution Account (other than any
amounts representing any Master Servicer
Prepayment Charge Payment Amounts) and any
REO Account and such assets that are
deposited therein from time to time and any
investments thereof, together with
any and all income, proceeds and payments
with respect thereto. Notwithstanding
the foregoing, however, REMIC I
specifically excludes any Master Servicer
Prepayment Charge Payment Amounts, the Net
WAC Rate Carryover Reserve Account,
the Interest Rate Swap Agreement, the Swap
Account, all payments and other
collections of principal and interest due
on the Mortgage Loans on or before the
Cut-off Date and all Prepayment Charges
payable in connection with Principal
Prepayments made before the Cut-off
Date.
"REMIC I Group I Regular Interests": REMIC I Regular Interest
I-1-A through REMIC I Regular Interest
I-52-B as designated in the Preliminary
Statement hereto.
"REMIC I Group II Regular Interests": REMIC I Regular
Interest II-1-A through REMIC II Regular
Interest I-52-B as designated in the
Preliminary Statement hereto.
"REMIC I Group III Regular Interests": REMIC I Regular
Interest III-1-A through REMIC I Regular
Interest III-52-B as designated in the
Preliminary Statement hereto.
"REMIC I Regular Interest": Any of the separate
non-certificated beneficial ownership
interests in REMIC I issued hereunder and
designated as a Regular Interest in REMIC
I. Each REMIC I Regular Interest shall
accrue interest at the related REMIC I
Remittance Rate in effect from time to
time, and shall be entitled to
distributions of principal, subject to the terms
and conditions hereof, in an aggregate
amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto. The
designations for the respective REMIC I
Regular Interests are set forth in the
Preliminary Statement hereto. The REMIC I
Regular Interests consist of the REMIC
I Group I Regular Interests, REMIC I Group
II Regular Interests, REMIC I Group
III Regular Interests.
"REMIC I Remittance Rate": With respect to each REMIC I Group
I Regular Interest ending with the
designation "A", a per annum rate equal to
the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group I
Mortgage Loans multiplied by 2, subject to
a maximum rate of 8.0180%. With
respect to each REMIC I Group I Regular
Interest ending with the designation
"B", the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2
multiplied by the weighted average of the
Expense Adjusted Net Mortgage Rates of
the Group I Mortgage Loans over (ii)
8.0180% and (y) 0.00%. With respect to
REMIC I Regular Interest II, a per annum
rate equal to the weighted average of
the Expense Adjusted Net Mortgage Rates of
the Group II Mortgage Loans With
respect to each REMIC I Group II Regular
Interest ending with the designation
"A", a per annum rate equal to the weighted
average of the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage
Loans multiplied by 2, subject to a
maximum rate of 8.0180%. With respect to
each REMIC I Group II Regular Interest
ending with the designation "B", the
greater of (x) a per annum rate equal to
the excess, if any, of (i) 2 multiplied by
the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II
Mortgage Loans over (ii) 8.0180% and
(y) 0.00%. With respect to each REMIC I
Group III Regular Interest ending with
the designation "A", a per annum rate equal
to the weighted average of the
Expense Adjusted Net Mortgage Rates of the
Group III Mortgage Loans multiplied
by 2, subject to a maximum rate of 8.0180%.
With respect to each REMIC I Group
III Regular Interest ending with the
designation "B", the greater of (x) a per
annum rate equal to the excess, if any, of
(i) 2 multiplied by the weighted
average of the Expense Adjusted Net
Mortgage Rates of the Group III Mortgage
Loans over (ii) 8.0180% and (y) 0.00%.
"REMIC II": The segregated pool of assets described in the
Preliminary Statement.
"REMIC II Interest Loss Allocation Amount": With respect to
any Distribution Date, an amount (subject
to adjustment based on the actual
number of days elapsed in the respective
Interest Accrual Periods for the
indicated Regular Interests for such
Distribution Date) equal to (a) the product
of (i) 50% of the aggregate Stated
Principal Balance of the Mortgage Loans and
REO Properties then outstanding and (ii)
the REMIC II Remittance Rate for REMIC
II Regular Interest II-LTAA minus the
Marker Rate, divided by (b) 12.
"REMIC II Marker Allocation Percentage": 50% of any amount
payable or loss attributable from the
Mortgage Loans, which shall be allocated
to REMIC II Regular Interest II-LTAA, REMIC
II Regular Interest II-LTA1A, REMIC
II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTZZ
and REMIC II Regular Interest II-LTP.
"REMIC II Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.
"REMIC II Overcollateralized Amount": With respect to any date
of determination, (i) 0.50% of the
aggregate Uncertificated Balance of the REMIC
II Regular Interests minus (ii) the
aggregate Uncertificated Balance of REMIC II
Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular
Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest
II-LTA3A, REMIC II Regular Interest
II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTP in
each case as of such date of
determination.
"REMIC II Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to
the product of (i) 50% of the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties then
outstanding and (ii) one minus a fraction,
the numerator of which is two times
the aggregate Uncertificated Balance of
REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC
II Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9 and REMIC II Regular Interest
II-LTM10 and the denominator of which is
the aggregate Uncertificated Balance of
REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC
II Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest
II-LTZZ.
"REMIC II Regular Interest": Any of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC
II. Each REMIC II Regular Interest
shall accrue interest at the related REMIC
II Remittance Rate in effect from
time to time, and shall be entitled to
distributions of principal (other than
REMIC II Regular Interest II-IO), subject
to the terms and conditions hereof, in
an aggregate amount equal to its initial
Uncertificated Balance as set forth in
the Preliminary Statement hereto. The
following is a list of each of the REMIC
II Regular Interests: REMIC II Regular
Interest II-LTAA, REMIC II Regular
Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest
II-LTA3A, REMIC II Regular Interest
II-LTA3B, REMIC II Regular Interest
II-LTA3C, REMIC II Regular Interest
II-LTA3D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10,
REMIC II Regular Interest II-LTZZ, REMIC II
Regular Interest II-LTXX, REMIC II
Regular Interest II-LTP, REMIC II Regular
Interest II-LT1SUB, REMIC II Regular
Interest II-LT1GRP, REMIC II Regular
Interest II-LT2SUB, REMIC II Regular
Interest II-LT2GRP, REMIC II Regular
Interest II-LT3SUB, REMIC II Regular
Interest II-LT3GRP and REMIC II Regular
Interest II-IO.
"REMIC II Remittance Rate": With respect to REMIC II Regular
Interest
II-LTAA, REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest II-LTA1B,
REMIC II Regular Interest II-LTA2A, REMIC
II Regular Interest II-LTA2B, REMIC II
Regular Interest II-LTA3A, REMIC II Regular
Interest II-LTA3B, REMIC II Regular
Interest II-LTA3C, REMIC II Regular
Interest II-LTA3D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest
II-LTZZ, REMIC II Regular Interest II-LTP,
REMIC II Regular Interest II-LT1SUB, REMIC
II Regular Interest II-LT2SUB, REMIC
II Regular Interest II-LT3SUB and REMIC II
Regular Interest II-LTXX, a per annum
rate (but not less than zero) equal to the
weighted average of: (x) with respect
to each REMIC I Regular Interest ending
with the designation "B", the weighted
average of the REMIC I Remittance Rates for
such REMIC I Regular Interests,
weighted on the basis of the Uncertificated
Balances of such REMIC I Regular
Interests for each such Distribution Date
and (y) with respect to REMIC I
Regular Interests ending with the
designation "A", for each Distribution Date
listed below, the weighted average of the
rates listed below for each such REMIC
I Regular Interest listed below, weighted
on the basis of the Uncertificated
Balances of each such REMIC I Regular
Interest for each such Distribution Date:
<TABLE>
<CAPTION>
DISTRIBUTION
DATE
REMIC I REGULAR INTEREST
RATE
-------------
------------------------------------
--------------------------------------------------------
<S>
<C>
<C>
1
I-1-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-1-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
III-1-A through III-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
2
I-2-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-2-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
III-2-A through III-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
I Remittance Rate
I-1-A
REMIC I Remittance Rate
II-1-A
REMIC I Remittance Rate
III-1-A
REMIC I Remittance Rate
3
I-3-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-3-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
III-3-A
through III-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A and I-2-A
REMIC I Remittance Rate
II-1-A and II-2-A
REMIC I Remittance Rate
III-1-A and III-2-A
REMIC I Remittance Rate
4
I-4-A through I-52-A
2 multiplied by
Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-4-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
III-4-A through III-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-3-A
REMIC I Remittance Rate
II-1-A through II-3-A
REMIC I Remittance Rate
III-1-A through III-3-A
REMIC I Remittance Rate
5
I-5-A through I-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
II-5-A through II-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
III-5-A through III-52-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
REMIC I Remittance Rate
I-1-A through I-4-A
REMIC I Remittance Rate
II-1-A through II-4-A
REMIC I Remittance Rate
III-1-A through III-4-A
REMIC I Remittance Rate
