DEUTSCHE ALT-A SECURITIES,
INC.
Depositor
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Master Servicer and Securities
Administrator
and
HSBC BANK USA, NATIONAL
ASSOCIATION
Trustee
____________________
POOLING AND SERVICING
AGREEMENT
Dated as of May 1, 2005
____________________
Mortgage Pass-Through Certificates
Series 2005-3
TABLE OF CONTENTS
|
Section 1.1
|
Whenever used herein, the following
words and phrases, unless the context otherwise requires, shall
have the meanings specified in this
Article:
|
|
Section 1.2
|
Allocation of Certain Interest
Shortfall.
|
|
|
ARTICLE II
|
CONVEYANCE OF TRUST FUND; ORIGINAL
ISSUANCE OF CERTIFICATES
|
|
Section 2.1
|
Conveyance of Trust Fund
|
|
|
Section 2.2
|
Acceptance by Trustee
|
|
|
Section 2.3
|
Repurchase or Substitution of
Loans.
|
|
|
|
|
|
|
|
|
|
Section 2.4
|
Authentication and Delivery of
Certificates; Designation of Certificates as REMIC Regular and
Residual
Interests.
|
|
Section 2.5
|
Representations and Warranties of
the Master Servicer
|
|
|
Section 2.6
|
Establishment of the
Trust.
|
|
|
ARTICLE III
|
ADMINISTRATION AND SERVICING OF THE
LOANS; ACCOUNTS
|
|
|
Section 3.1
|
Master Servicer
|
|
|
Section 3.2
|
REMIC-Related Covenants
|
|
|
Section 3.3
|
Monitoring of Servicers
|
|
|
Section 3.4
|
Fidelity Bond
|
|
|
Section 3.5
|
Power to Act; Procedures
|
|
|
Section 3.6
|
Due-on-Sale Clauses; Assumption
Agreements
|
|
|
Section 3.7
|
Release of Mortgage
Files.
|
|
|
Section 3.8
|
Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
|
|
Section 3.9
|
Standard Hazard Insurance and Flood
Insurance Policies.
|
|
|
Section 3.10
|
Presentment of Claims and Collection
of Proceeds
|
|
|
Section 3.11
|
Maintenance of the Primary Mortgage
Insurance Policies.
|
|
|
Section 3.12
|
Trustee to Retain Possession of
Certain Insurance Policies and Documents.
|
|
|
Section 3.13
|
Realization Upon Defaulted
Loans
|
|
|
Section 3.14
|
Compensation for the Master
Servicer.
|
|
|
Section 3.15
|
REO Property.
|
|
|
Section 3.16
|
Annual Officer’s Certificate
as to Compliance.
|
|
|
Section 3.17
|
Annual Independent
Accountant’s Servicing Report
|
|
|
Section 3.18
|
Reports Filed with Securities and
Exchange Commission.
|
|
|
Section 3.19
|
UCC
|
|
|
Section 3.20
|
Obligation of the Master Servicer in
Respect of Compensating Interest
|
|
|
Section 3.21
|
Reserved.
|
|
|
Section 3.22
|
Protected Accounts.
|
|
|
Section 3.23
|
Distribution Account.
|
|
|
Section 3.24
|
Permitted Withdrawals and Transfers
from the Distribution Account.
|
|
|
Section 3.25
|
Reserve Funds.
|
|
|
Section 3.26
|
Prepayment Penalty
Verification.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IV
|
PAYMENTS TO CERTIFICATEHOLDERS;
ADVANCES; STATEMENTS AND
REPORTS
|
|
Section 4.1
|
Distributions to
Certificateholders.
|
|
|
Section 4.2
|
Allocation Realized
Losses.
|
|
|
Section 4.3
|
Reduction of Certificate Principal
Balances on the Certificates.
|
|
Section 4.4
|
Compliance with Withholding
Requirements.
|
|
|
|
|
|
|
|
|
Section 4.5
|
Distributions on the Uncertificated
REMIC Regular Interests
|
|
Section 4.6
|
Statements to
Certificateholders.
|
|
|
Section 4.7
|
Advances.
|
|
|
ARTICLE V
|
THE CERTIFICATES
|
|
|
Section 5.1
|
The Certificates.
|
|
|
Section 5.2
|
Registration of Transfer and
Exchange of Certificates.
|
|
|
Section 5.3
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
|
Section 5.4
|
Persons Deemed Owners.
|
|
|
Section 5.5
|
Certain Available
Information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VI
|
THE DEPOSITOR AND THE MASTER
SERVICER AND THE CREDIT RISK
MANAGER
|
|
Section 6.1
|
Liability of the Depositor and the
Master Servicer.
|
|
|
Section 6.2
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
Section 6.3
|
Limitation on Liability of the
Depositor, the Master Servicer, the Servicers, the Securities
Administrator and
Others.
|
|
Section 6.4
|
Limitation on Resignation of the
Master Servicer.
|
|
|
Section 6.5
|
Assignment of Master
Servicing.
|
|
|
Section 6.6
|
Rights of the Depositor in Respect
of the Master Servicer.
|
|
|
Section 6.7
|
Duties of the Credit Risk
Manager.
|
|
|
Section 6.8
|
Limitation Upon Liability of the
Credit Risk Manager.
|
|
|
Section 6.9
|
Removal of the Credit Risk
Manager.
|
|
|
ARTICLE VII
|
DEFAULT
|
|
|
Section 7.1
|
Master Servicer Events of
Default.
|
|
|
Section 7.2
|
Trustee to Act; Appointment of
Successor.
|
|
|
Section 7.3
|
Notification to
Certificateholders.
|
|
|
Section 7.4
|
Waiver of Master Servicer Events of
Default.
|
|
|
ARTICLE VIII
|
CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR
|
|
Section 8.1
|
Duties of Trustee and Securities
Administrator.
|
|
|
Section 8.2
|
Certain Matters Affecting Trustee
and Securities Administrator.
|
|
|
Section 8.3
|
Trustee and Securities Administrator
not Liable for Certificates or Loans.
|
|
|
Section 8.4
|
Trustee, Master Servicer and
Securities Administrator May Own Certificates.
|
|
|
Section 8.5
|
Fees and Expenses of Trustee and
Securities Administrator.
|
|
|
Section 8.6
|
Eligibility Requirements for Trustee
and Securities Administrator.
|
|
|
Section 8.7
|
Resignation and Removal of Trustee
and Securities Administrator.
|
|
|
Section 8.8
|
Successor Trustee or Securities
Administrator.
|
|
|
Section 8.9
|
Merger or Consolidation of Trustee
or Securities Administrator.
|
|
|
Section 8.10
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
|
Section 8.11
|
Appointment of Office or
Agency.
|
|
|
Section 8.12
|
Representations and Warranties of
the Trustee.
|
|
|
ARTICLE IX
|
TERMINATION
|
|
|
Section 9.1
|
Termination Upon Purchase or
Liquidation of the Loans.
|
|
|
Section 9.2
|
Additional Termination
Requirements.
|
|
|
ARTICLE X
|
REMIC PROVISIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Section 10.1
|
REMIC Administration.
|
|
|
Section 10.2
|
Prohibited Transactions and
Activities.
|
|
|
Section 10.3
|
Indemnification.
|
|
|
ARTICLE XI
|
MISCELLANEOUS PROVISIONS
|
|
|
Section 11.1
|
Amendment
|
|
|
Section 11.2
|
Recordation of Agreement;
Counterparts
|
|
|
Section 11.3
|
Limitation on Rights of
Certificateholders
|
|
Section 11.4
|
Governing Law
|
|
|
Section 11.5
|
Notices
|
|
|
Section 11.6
|
Severability of
Provisions.
|
|
|
Section 11.7
|
Notice to Rating
Agencies.
|
|
|
Section 11.8
|
Article and Section
References.
|
|
|
Section 11.9
|
Grant of Security
Interest.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBITS
|
Exhibit A-1
|
-
|
Form of Class I-A-1
Certificates
|
|
|
Exhibit A-2
|
-
|
Form of Class II-A-1
Certificates
|
|
|
Exhibit A-3
|
-
|
Form of Class III-A-[1][3]
Certificates
|
|
|
Exhibit A-4
|
-
|
Form of Class III-A-2
Certificates
|
|
|
Exhibit A-5
|
-
|
Form of Class IV-A-[1][3][4][5][6]
[7] Certificates
|
|
Exhibit A-6
|
-
|
Form of Class IV-A-2
Certificates
|
|
|
Exhibit A-7
|
-
|
Form of Class IV-A-X
Certificates
|
|
|
Exhibit A-8
|
-
|
Form of Class IV-A-PO
Certificates
|
|
|
Exhibit A-9
|
-
|
Form of Class V-A-[1][3]
Certificates
|
|
|
Exhibit A-10
|
-
|
Form of Class V-A-2
Certificates
|
|
|
Exhibit A-11
|
-
|
Form of Class M
Certificates
|
|
|
Exhibit A-12
|
-
|
Form of Class B-[1][2]
Certificates
|
|
|
Exhibit A-13
|
-
|
Form of Class B-[3][4][5]
Certificates
|
|
|
Exhibit A-14
|
-
|
Form of Class R
Certificates
|
|
|
Exhibit A-15
|
-
|
Form of Class P
Certificates
|
|
|
Exhibit B-1
|
-
|
Form of Rule 144A Investment
Letter
|
|
|
Exhibit B-2
|
-
|
Form of Investment Letter (Non-Rule
144A)
|
|
|
Exhibit B-3
|
-
|
Form of Regulation S Transfer
Certificate
|
|
|
Exhibit B-4
|
-
|
Form of Clearing System
Certificate
|
|
|
Exhibit C
|
-
|
Form of Transfer
Affidavit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule One
|
-
|
Loan Schedule
|
|
|
Schedule Two
|
-
|
Prepayment Charge
Schedule
|
|
|
Schedule Three
|
-
|
Servicing Advances Incurred Prior to
Cut-Off Date
|
|
|
|
|
|
|
This Pooling and Servicing
Agreement, dated and effective as of May 1, 2005 (this
“Agreement”), is executed by and among Deutsche Alt-A
Securities, Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as master servicer (the
“Master Servicer”) and securities administrator (the
“Securities Administrator”), and HSBC Bank USA,
National Association, as trustee (the “Trustee”).
Capitalized terms used in this Agreement and not otherwise defined
have the meanings ascribed to such terms in Article I
hereof.
PRELIMINARY
STATEMENT
The Depositor at the Closing Date is
the owner of the Loans and the other property being conveyed by it
to the Trustee for inclusion in the Trust Fund. On the Closing
Date, the Depositor will acquire the Certificates from the Trust
Fund as consideration for its transfer to the Trust Fund of the
Loans and certain other assets and will be the owner of the
Certificates. The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the conveyance to the
Trustee of the Loans and the issuance to the Depositor of the
Certificates representing in the aggregate the entire beneficial
ownership of the Trust Fund. All covenants and agreements made by
the Depositor, the Master Servicer, the Securities Administrator
and the Trustee herein with respect to the Loans and the other
property constituting the Trust Fund are for the benefit of the
Holders from time to time of the Certificates. The Depositor, the
Master Servicer, the Securities Administrator and the Trustee are
entering into this Agreement, and the Trustee is accepting the
trust created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged.
The Certificates issued hereunder,
other than the Junior Subordinate Certificates, have been offered
for sale pursuant to a Prospectus, dated January 28, 2005, and a
Prospectus Supplement, dated May 25, 2005 of the Depositor
(together, the “Prospectus”). The Junior Subordinate
Certificates have been offered for sale pursuant to a Private
Placement Memorandum, dated May 26, 2005. The Trust Fund created
hereunder is intended to be the “Trust” as described in
the Prospectus and the Certificates are intended to be the
“Certificates” described therein.
REMIC I
As provided herein, the Trustee will
make an election to treat the segregated pool of assets described
in the definition of REMIC I (as defined herein), and subject to
this Agreement, as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes and such
segregated pool of assets will be designated as “REMIC
I.” The REMIC I Regular Interests will be the “regular
interests” in REMIC I and Component R-1 of the Class R
Certificates will represent the sole Class of “residual
interests” in REMIC I for purposes of the REMIC Provisions
(as defined herein) under the federal income tax law. The following
table irrevocably sets forth the designation, the Uncertificated
REMIC I Pass-Through Rate, the initial Uncertificated Principal
Balance, and for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I Regular Interests. None of the
REMIC I Regular Interests will be certificated.
|
REMIC IRegular Interest
Designation
|
|
|
