ACE SECURITIES CORP.
Depositor
OCWEN FEDERAL BANK FSB
Servicer
WELLS FARGO BANK, N.A.
Master Servicer and Securities
Administrator
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of March 1, 2005
ACE Securities Corp. Home Equity Loan Trust,
Series 2005-HE2
Asset Backed Pass-Through
Certificates
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
SECTION 1.01.
|
Defined Terms.
|
|
SECTION 1.02.
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION 2.01.
|
Conveyance of the Mortgage
Loans.
|
|
SECTION 2.02.
|
Acceptance of REMIC I by
Trustee.
|
|
SECTION 2.03.
|
Repurchase or Substitution of
Mortgage Loans.
|
|
SECTION 2.04.
|
Representations and Warranties of
the Master Servicer.
|
|
SECTION 2.05.
|
Representations, Warranties and
Covenants of the 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 I by the Trustee.
|
|
SECTION 2.08.
|
Issuance of Residual
Certificates.
|
|
SECTION 2.09.
|
Establishment of the
Trust.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS; ACCOUNTS
|
SECTION 3.01.
|
The Servicer to Act as
Servicer.
|
|
SECTION 3.02.
|
Sub-Servicing Agreements Between
the Servicer and Sub-Servicers.
|
|
SECTION 3.03.
|
Successor
Sub-Servicers.
|
|
SECTION 3.04.
|
No Contractual Relationship
Between Sub-Servicer, Trustee or the Certificateholders.
|
|
SECTION 3.05.
|
Assumption or Termination of
Sub-Servicing Agreement by Successor Servicer.
|
|
SECTION 3.06.
|
Collection of Certain Mortgage
Loan Payments.
|
|
SECTION 3.07.
|
Collection of Taxes, Assessments
and Similar Items; Servicing Accounts.
|
|
SECTION 3.08.
|
Collection Account and
Distribution Account.
|
|
SECTION 3.09.
|
Withdrawals from the Collection
Account and Distribution Account.
|
|
SECTION 3.10.
|
Investment of Funds in the
Investment Accounts.
|
|
SECTION 3.11.
|
Maintenance of Hazard Insurance,
Errors and Omissions and Fidelity Coverage and Primary Mortgage
Insurance.
|
|
SECTION 3.12.
|
Enforcement of Due-on-Sale
Clauses; Assumption Agreements
|
|
SECTION 3.13.
|
Realization Upon Defaulted
Mortgage Loans.
|
|
SECTION 3.14.
|
Trustee to Cooperate; Release of
Mortgage Files.
|
|
SECTION 3.15.
|
Servicing
Compensation.
|
|
SECTION 3.16.
|
Collection Account
Statements.
|
|
SECTION 3.17.
|
Statement as to
Compliance.
|
|
SECTION 3.18.
|
Independent Public
Accountants’ Servicing Report.
|
|
SECTION 3.19.
|
Annual Certification.
|
|
SECTION 3.20.
|
Access to Certain
Documentation.
|
|
SECTION 3.21.
|
Title, Management and Disposition
of REO Property.
|
|
SECTION 3.22.
|
Obligations of the Servicer in
Respect of Prepayment Interest Shortfalls; Relief Act Interest
Shortfalls.
|
|
SECTION 3.23.
|
Obligations of the Servicer in
Respect of Mortgage Rates and Monthly Payments.
|
|
SECTION 3.24.
|
Reserve Fund.
|
|
SECTION 3.25.
|
Advance Facility.
|
|
SECTION 3.26.
|
The Servicer
Indemnification.
|
ARTICLE IV
ADMINISTRATION AND MASTER SERVICING
OF THE MORTGAGE LOANS BY THE MASTER SERVICER
|
SECTION 4.01.
|
Master Servicer.
|
|
SECTION 4.02.
|
REMIC-Related
Covenants.
|
|
SECTION 4.03.
|
Monitoring of Servicer and
Interim Servicer.
|
|
SECTION 4.04.
|
Fidelity Bond.
|
|
SECTION 4.05.
|
Power to Act;
Procedures.
|
|
SECTION 4.06.
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
SECTION 4.07.
|
Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
|
|
SECTION 4.08.
|
Standard Hazard Insurance and
Flood Insurance Policies.
|
|
SECTION 4.09.
|
Presentment of Claims and
Collection of Proceeds.
|
|
SECTION 4.10.
|
Maintenance of Primary Mortgage
Insurance Policies.
|
|
SECTION 4.11.
|
Trustee to Retain Possession of
Certain Insurance Policies and Documents.
|
|
SECTION 4.12.
|
Realization Upon Defaulted
Mortgage Loans.
|
|
SECTION 4.13.
|
Compensation for the Master
Servicer.
|
|
SECTION 4.14.
|
REO Property.
|
|
SECTION 4.15.
|
Annual Officer’s
Certificate as to Compliance.
|
|
SECTION 4.16.
|
Annual Independent
Accountant’s Servicing Report.
|
|
SECTION 4.17.
|
UCC.
|
|
SECTION 4.18.
|
Obligation of the Master Servicer
in Respect of Prepayment Interest Shortfalls.
|
|
SECTION 4.19.
|
Prepayment Penalty
Verification.
|
ARTICLE V
PAYMENTS TO
CERTIFICATEHOLDERS
|
SECTION 5.01.
|
Distributions.
|
|
SECTION 5.02.
|
Statements to
Certificateholders.
|
|
SECTION 5.03.
|
Servicer Reports; P&I
Advances.
|
|
SECTION 5.04.
|
Allocation of Realized
Losses.
|
|
SECTION 5.05.
|
Compliance with Withholding
Requirements.
|
|
SECTION 5.06.
|
Reports Filed with Securities and
Exchange Commission.
|
ARTICLE VI
THE CERTIFICATES
|
SECTION 6.01.
|
The Certificates.
|
|
SECTION 6.02.
|
Registration of Transfer and
Exchange of Certificates.
|
|
SECTION 6.03.
|
Mutilated, Destroyed, Lost or
Stolen Certificates.
|
|
SECTION 6.04.
|
Persons Deemed Owners.
|
|
SECTION 6.05.
|
Certain Available
Information.
|
ARTICLE VII
THE DEPOSITOR, THE SERVICER AND THE
MASTER SERVICER
|
SECTION 7.01.
|
Liability of the Depositor, the
Servicer and the Master Servicer.
|
|
SECTION 7.02.
|
Merger or Consolidation of the
Depositor, the Servicer or the Master Servicer.
|
|
SECTION 7.03.
|
Limitation on Liability of the
Depositor, the Servicer, the Master Servicer and Others.
|
|
SECTION 7.04.
|
Limitation on Resignation of the
Servicer.
|
|
SECTION 7.05.
|
Limitation on Resignation of the
Master Servicer.
|
|
SECTION 7.06.
|
Assignment of Master
Servicing.
|
|
SECTION 7.07.
|
Rights of the Depositor in
Respect of the Servicer and the Master Servicer.
|
|
SECTION 7.08.
|
Duties of the Credit Risk
Manager.
|
|
SECTION 7.09.
|
Limitation Upon Liability of the
Credit Risk Manager.
|
|
SECTION 7.10.
|
Removal of the Credit Risk
Manager.
|
ARTICLE VIII
DEFAULT
|
SECTION 8.01.
|
Servicer Events of
Default.
|
|
SECTION 8.02.
|
Master Servicer to Act;
Appointment of Successor.
|
|
SECTION 8.03.
|
Notification to
Certificateholders.
|
|
SECTION 8.04.
|
Waiver of Servicer Events of
Default.
|
ARTICLE IX
CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR
|
SECTION 9.01.
|
Duties of Trustee and Securities
Administrator.
|
|
SECTION 9.02.
|
Certain Matters Affecting Trustee
and Securities Administrator.
|
|
SECTION 9.03.
|
Trustee and Securities
Administrator not Liable for Certificates or Mortgage
Loans.
|
|
SECTION 9.04.
|
Trustee and Securities
Administrator May Own Certificates.
|
|
SECTION 9.05.
|
Fees and Expenses of Trustee and
Securities Administrator.
|
|
SECTION 9.06.
|
Eligibility Requirements for
Trustee and Securities Administrator.
|
|
SECTION 9.07.
|
Resignation and Removal of
Trustee and Securities Administrator.
|
|
SECTION 9.08.
|
Successor Trustee or Securities
Administrator.
|
|
SECTION 9.09.
|
Merger or Consolidation of
Trustee or Securities Administrator.
|
|
SECTION 9.10.
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
SECTION 9.11.
|
Appointment of Office or
Agency.
|
|
SECTION 9.12.
|
Representations and
Warranties.
|
ARTICLE X
TERMINATION
|
SECTION 10.01.
|
Termination Upon Repurchase or
Liquidation of All Mortgage Loans.
|
|
SECTION 10.02.
|
Additional Termination
Requirements.
|
ARTICLE XI
REMIC PROVISIONS
|
SECTION 11.01.
|
REMIC Administration.
|
|
SECTION 11.02.
|
Prohibited Transactions and
Activities.
|
|
SECTION 11.03.
|
Indemnification.
|
ARTICLE XII
MISCELLANEOUS PROVISIONS
|
SECTION 12.01.
|
Amendment.
|
|
SECTION 12.02.
|
Recordation of Agreement;
Counterparts.
|
|
SECTION 12.03.
|
Limitation on Rights of
Certificateholders.
|
|
SECTION 12.04.
|
Governing Law.
|
|
SECTION 12.05.
|
Notices.
|
|
SECTION 12.06.
|
Severability of
Provisions.
|
|
SECTION 12.07.
|
Notice to Rating
Agencies.
|
|
SECTION 12.08.
|
Article and Section
References.
|
|
SECTION 12.09.
|
Grant of Security
Interest.
|
|
SECTION 12.10.
|
Survival of
Indemnification.
|
|
SECTION 12.11.
|
Interim Servicing
Agreement.
|
Exhibits
|
Exhibit A-1
|
Form of Class A
Certificate
|
|
Exhibit A-2
|
Form of Class M
Certificate
|
|
Exhibit A-3
|
Form of Class B
Certificate
|
|
Exhibit A-4
|
Form of Class CE
Certificate
|
|
Exhibit A-5
|
Form of Class P
Certificate
|
|
Exhibit A-6
|
Form of Class R
Certificate
|
|
Exhibit B-1
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Class B Certificates, Class P Certificates,
Class CE Certificates and Residual Certificates Pursuant to Rule
144A Under the Securities Act
|
|
Exhibit B-2
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Class B Certificates, Class P Certificates,
Class CE Certificates and Residual Certificates Pursuant to Rule
501 (a) Under the Securities Act
|
|
Exhibit B-3
|
Form of Transfer Affidavit and
Agreement and Form of Transferor Affidavit in Connection with
Transfer of Residual Certificates
|
|
Exhibit C
|
Form of Servicer
Certification
|
|
Exhibit D
|
Form of Power of Attorney
|
|
Schedule 1
|
Mortgage Loan Schedule
|
|
Schedule 2
|
Prepayment Charge
Schedule
|
|
Schedule 3
|
Reserved.
|
|
Schedule 4
|
Standard File Layout - Delinquency
Reporting
|
|
Schedule 5
|
Standard File Layout -
Scheduled/Scheduled
|
|
Schedule 6
|
Data Requirements of Servicing
Advances Incurred Prior to Cut-off Date
|
This Pooling and Servicing
Agreement, is dated and effective as of March 1, 2005, among ACE
SECURITIES CORP., as Depositor, OCWEN FEDERAL BANK FSB, as
Servicer, WELLS FARGO BANK, N.A., as Master Servicer and Securities
Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest of the Trust Fund created hereunder. The Trust
Fund will consist of a segregated pool of assets comprised of the
Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Cap Contracts and the Reserve Fund) as a
REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-I
Interest will 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 will be
certificated.
|
Designation
|
|
REMIC I
Remittance
Rate
|
|
Initial
Uncertificated
Balance
|
|
Latest Possible
Maturity Date (1)
|
|
|
I-LTAA
|
|
Variable (2)
|
|
$
|
597,537,145.62
|
|
April 25, 2035
|
|
|
I-LTA1
|
|
Variable (2)
|
|
$
|
3,401,685.00
|
|
April 25, 2035
|
|
|
I-LTA2A
|
|
Variable (2)
|
|
$
|
752,450.00
|
|
April 25, 2035
|
|
|
I-LTA2B
|
|
Variable (2)
|
|
$
|
348,235.00
|
|
April 25, 2035
|
|
|
I-LTA2C
|
|
Variable (2)
|
|
$
|
195,600.00
|
|
April 25, 2035
|
|
|
I-LTM1
|
|
Variable (2)
|
|
$
|
353,645.00
|
|
April 25, 2035
|
|
|
I-LTM2
|
|
Variable (2)
|
|
$
|
195,115.00
|
|
April 25, 2035
|
|
|
I-LTM3
|
|
Variable (2)
|
|
$
|
118,900.00
|
|
April 25, 2035
|
|
|
I-LTM4
|
|
Variable (2)
|
|
$
|
106,705.00
|
|
April 25, 2035
|
|
|
I-LTM5
|
|
Variable (2)
|
|
$
|
103,655.00
|
|
April 25, 2035
|
|
|
I-LTM6
|
|
Variable (2)
|
|
$
|
91,460.00
|
|
April 25, 2035
|
|
|
I-LTM7
|
|
Variable (2)
|
|
$
|
76,215.00
|
|
April 25, 2035
|
|
|
I-LTM8
|
|
Variable (2)
|
|
$
|
76,215.00
|
|
April 25, 2035
|
|
|
I-LTM9
|
|
Variable (2)
|
|
$
|
60,975.00
|
|
April 25, 2035
|
|
|
I-LTM10
|
|
Variable (2)
|
|
$
|
60,975.00
|
|
April 25, 2035
|
|
|
I-LTB1
|
|
Variable (2)
|
|
$
|
82,315.00
|
|
April 25, 2035
|
|
|
I-LTB2
|
|
Variable (2)
|
|
$
|
36,585.00
|
|
April 25, 2035
|
|
|
I-LTZZ
|
|
Variable (2)
|
|
$
|
6,133,905.62
|
|
April 25, 2035
|
|
|
I-LTP
|
|
Variable (2)
|
|
$
|
100.00
|
|
April 25, 2035
|
|
|
I-LT1SUB
|
|
Variable (2)
|
|
$
|
20,264.35
|
|
April 25, 2035
|
|
|
I-LT1GRP
|
|
Variable (2)
|
|
$
|
88,298.06
|
|
April 25, 2035
|
|
|
I-LT2SUB
|
|
Variable (2)
|
|
$
|
7,722.60
|
|
April 25, 2035
|
|
|
I-LT2GRP
|
|
Variable (2)
|
|
$
|
33,648.30
|
|
April 25, 2035
|
|
|
I-LTXX
|
|
Variable (2)
|
|
$
|
609,581,847.92
|
|
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.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II.” The Class R-II Interest will 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 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.
Designation
|
|
Pass-Through Rate
|
|
Initial Aggregate Certificate
Principal Balance
|
|
Latest Possible
Maturity Date
(1)
|
|
|
Class A-1
|
|
Variable (2)
|
|
$
|
680,337,000
|
|
April 25, 2035
|
|
|
Class A-2A
|
|
Variable (2)
|
|
$
|
150,490,000
|
|
April 25, 2035
|
|
|
Class A-2B
|
|
Variable (2)
|
|
$
|
69,647,000
|
|
April 25, 2035
|
|
|
Class A-2C
|
|
Variable (2)
|
|
$
|
39,120,000
|
|
April 25, 2035
|
|
|
Class M-1
|
|
Variable (2)
|
|
$
|
70,729,000
|
|
April 25, 2035
|
|
|
Class M-2
|
|
Variable (2)
|
|
$
|
39,023,000
|
|
April 25, 2035
|
|
|
Class M-3
|
|
Variable (2)
|
|
$
|
23,780,000
|
|
April 25, 2035
|
|
|
Class M-4
|
|
Variable (2)
|
|
$
|
21,341,000
|
|
April 25, 2035
|
|
|
Class M-5
|
|
Variable (2)
|
|
$
|
20,731,000
|
|
April 25, 2035
|
|
|
Class M-6
|
|
Variable (2)
|
|
$
|
18,292,000
|
|
April 25, 2035
|
|
|
Class M-7
|
|
Variable (2)
|
|
$
|
15,243,000
|
|
April 25, 2035
|
|
|
Class M-8
|
|
Variable (2)
|
|
$
|
15,243,000
|
|
April 25, 2035
|
|
|
Class M-9
|
|
Variable (2)
|
|
$
|
12,195,000
|
|
April 25, 2035
|
|
|
Class M-10
|
|
Variable (2)
|
|
$
|
12,195,000
|
|
April 25, 2035
|
|
|
Class B-1
|
|
Variable (2)
|
|
$
|
16,463,000
|
|
April 25, 2035
|
|
|
Class B-2
|
|
Variable (2)
|
|
$
|
7,317,000
|
|
April 25, 2035
|
|
|
Class P
|
|
N/A (3)
|
|
$
|
100
|
|
April 25, 2035
|
|
|
Class CE
|
|
N/A (4)
|
|
$
|
7,317,562.49
|
|
April 25, 2035
|
|
_________________
|
(1)
|
Solely 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.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(3)
|
The Class P Certificates will not
accrue interest.
|
|
|
(4)
|
The Class CE Certificates will
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 Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE
Certificates will not accrue interest on their Certificate
Principal Balance.
|
As of the Cut-off Date, the Group I
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to approximately $882,980,613 and the Group II Mortgage Loans had
an aggregate Scheduled Principal Balance equal to approximately
$336,483,049.
In consideration of the mutual
agreements herein contained, the Depositor, the Servicer, the
Master Servicer, the Securities Administrator and the Trustee agree
as follows:
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.
“Accepted Master Servicing
Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage master servicing practices of
prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Master Servicer (except in
its capacity as successor to the Servicer), or (y) as provided in
Section 3.01 hereof, but in no event below the standard set forth
in clause (x).
“Accepted Servicing
Practices”: As defined in Section 3.01.
“Account”: The
Collection Account and the Distribution Account as the context may
require.
“Accrued Certificate
Interest”: With respect to any Class A Certificate, Mezzanine
Certificate, Class B Certificate or Class CE Certificate 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 Class A Certificates, the Mezzanine Certificates and
the Class B 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, will not
accrue interest. All distributions of interest on the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates will 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 Class CE Certificates
will 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, Mezzanine Certificate, Class B
Certificate or Class CE Certificate shall be reduced by an amount
equal to the portion allocable to such Certificate pursuant to
Section 1.02 hereof, if any, 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 3.22 or
Section 4.18 of this Agreement or pursuant to the Interim Servicing
Agreement and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date. In addition, Accrued
Certificate Interest with respect to each Distribution Date, as to
any Class CE Certificate, shall be reduced by an amount equal to
the portion allocable to such Class CE Certificate of Realized
Losses, if any, pursuant to Section 1.02 and Section 5.04
hereof.
“Adjustable Rate Mortgage
Loan”: Each of the Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustment Date”: With
respect to each Adjustable Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of an Adjustable Rate Mortgage
Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable
Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Administration Fees: The sum
of (i) the Servicing Fee, (ii) the Master Servicing Fee and (iii)
the Credit Risk Management Fee.
“Administration Fee
Rate”: The sum of (i) the Servicing Fee Rate, (ii) the Master
Servicer Fee Rate and (iii) the Credit Risk Management Fee
Rate.
“Advance Facility”: As
defined in Section 3.25(a).
“Advance Financing
Person”: As defined in Section 3.25(a).
“Advance Reimbursement
Amounts”: As defined in Section 3.25(b).
“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.
“Aggregate Loss Severity
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 on any Mortgage Loans
from the Cut-off Date to the last day of the preceding calendar
month and the denominator of which is the aggregate principal
balance of such Mortgage Loans immediately prior to the liquidation
of such Mortgage Loans.
“Agreement”: This
Pooling and Servicing Agreement, including all exhibits and
schedules hereto and all amendments hereof and supplements
hereto.
“Allocated Realized Loss
Amount”: With respect to any Class of Mezzanine Certificates
or Class B Certificates and any Distribution Date, an amount equal
to the sum of any Realized Loss allocated to that Class of
Certificates on the Distribution Date and any Allocated Realized
Loss Amount for that Class remaining unpaid from the previous
Distribution Date.
“Amounts Held for Future
Distribution”: As to any Distribution Date, the aggregate
amount held in the Custodial Accounts and the Collection Account at
the close of business on the immediately preceding Determination
Date on account of (i) all Monthly Payments or portions thereof
received in respect of the Mortgage Loans due after the related Due
Period and (ii) Principal Prepayments and Liquidation Proceeds
received in respect of such Mortgage Loans after the last day of
the related Prepayment Period.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, 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, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more
blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same
county, if permitted by law.
“Assignment Agreements
“: Collectively, the Aváris Assignment Agreement, Chapel
Assignment Agreement, Cypress Assignment Agreement, First Street
Assignment Agreement, Metrocities Assignment Agreement and the
Wells Assignment Agreement.
“Aváris”:
Aváris Capital Corp., and any successor thereto.
“Aváris Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Servicer and Aváris evidencing the assignment of the
Aváris Servicing Agreement to the extent of the servicing of
the Aváris Mortgage Loans, to the Servicer.
“Aváris Mortgage
Loans”: The Mortgage Loans being subserviced by Aváris
as of the Closing Date pursuant to the Aváris Servicing
Agreement..
“Aváris Servicing
Agreement”: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2005, by and among the
Seller and Aváris, as modified by the Aváris Assignment
Agreement.
“Authorized Officers”: A
managing director of the whole loan trading desk and a managing
director in global markets.
“Available Distribution
Amount”: With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit
in the Custodial Accounts, Collection Account and Distribution
Account as of the close of business on the related Servicer
Remittance Date, (b) the aggregate of any amounts deposited in the
Distribution Account by the Servicer or the Master Servicer in
respect of Prepayment Interest Shortfalls for such Distribution
Date pursuant to Section 3.22 or Section 4.18 of this Agreement or
by the Interim Servicer pursuant to the Interim Servicing
Agreement, (c) the aggregate of any P&I Advances for such
Distribution Date made by the Servicer pursuant to Section 5.03 of
this Agreement or by the Interim Servicer pursuant to the Interim
Servicing Agreement and (d) the aggregate of any P&I Advances
made by a successor Servicer (including the Master Servicer) for
such Distribution Date pursuant to Section 8.02 of this Agreement
or pursuant to the Interim Servicing Agreement, reduced (to not
less than zero) by (2) the portion of the amount described in
clause (1)(a) above that represents (i) Amounts Held for Future
Distribution, (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 and Insurance Proceeds received
in respect of the Mortgage Loans after the related Prepayment
Period, (iv) amounts reimbursable or payable to the Depositor, the
Servicer, the Trustee, the Master Servicer, the Securities
Administrator or the Custodian pursuant to Section 3.09 or 9.05 of
this Agreement or otherwise payable in respect of Extraordinary
Trust Fund Expenses or reimbursable or payable to the Interim
Servicer under the Interim Servicing Agreement, (v) the Credit Risk
Management Fee, (vi) amounts deposited in a Custodial Account, a
Collection Account or the Distribution Account in error, (vii) the
amount of any Prepayment Charges collected by the Servicer or an
Interim Servicer in connection with the
Principal Prepayment of any of the
Mortgage Loans and (viii) amounts reimbursable to a successor
Servicer (including the Master Servicer) pursuant to Section 8.02
of this Agreement or pursuant to the Interim Servicing
Agreement.
“Balloon Mortgage Loan”:
A Mortgage Loan that provides for the payment of the unamortized
principal balance of such Mortgage Loan in a single payment, that
is substantially greater than the preceding monthly payment at the
maturity of such Mortgage Loan.
“Balloon Payment”: A
payment of the unamortized principal balance of a Mortgage Loan in
a single payment, that is substantially greater than the preceding
Monthly Payment at the maturity of such Mortgage Loan.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: The Offered Certificates and Class B
Certificates for so long as the Certificates of such Class shall be
registered in the name of the Depository or its nominee.
“Book-Entry Custodian”:
The custodian appointed pursuant to Section 6.01.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the States of New York, Florida,
Maryland, Minnesota 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.
“Cap Contracts”: Shall
mean (i) the Cap Contract between the Trustee and the counterparty
named thereunder, for the benefit of the Holders of the Class A-1
Certificates, the Mezzanine Certificates and the Class B
Certificates (the “Group I Cap Contract”) and (ii) the
Cap Contract between the Trustee and the counterparty thereunder,
for the benefit of the Class A-2 Certificates, the Mezzanine
Certificates and the Class B Certificates (the “Group II Cap
Contract”). !
“Cash-Out Refinancing”:
A Refinanced Mortgage Loan the proceeds of which are more than a
nominal amount in excess of the principal balance of any existing
first mortgage plus any subordinate mortgage on the related
Mortgaged Property and related closing costs.
“Certificate”: Any one
of ACE Securities Corp., Asset Backed Pass-Through Certificates,
Series 2005-HE2, Class A-1, Class A-2A, Class A-2B, Class A-2C,
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 B-1, Class B-2,
Class P, Class CE and Class R issued under this
Agreement.
“Certificate Factor”:
With respect to any Class of Certificates (other than the Residual
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 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 resulting in reduction
of the Certificate Principal Balance (or 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 Notional Amount, in the case of
the Class CE Certificates) of such Class of Certificates as of the
Closing Date.
“Certificate Margin”:
With respect to the Class A-1 Certificates and, for purposes of the
definition of “Marker Rate”, REMIC I Regular Interest
I-LTA1, 0.220% in the case of each Distribution Date through and
including the Optional Termination Date and 0.440% in the case of
each Distribution Date thereafter.
With respect to the Class A-2A
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2A, 0.090% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.180% in the case of each Distribution Date
thereafter.
With respect to the Class A-2B
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2B, 0.200% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.400% in the case of each Distribution Date
thereafter.
With respect to the Class A-2C
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2C, 0.310% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.620% in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM1, 0.440% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.660% in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM2, 0.450% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.675% in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM3, 0.480% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.720% in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM4, 0.640% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.960% in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM5, 0.680% in the case of
each Distribution Date
through and including the Optional
Termination Date and 1.020% in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM6, 0.750% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.125% in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM7, 1.230% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.845% in the case of each Distribution Date
thereafter.
With respect to the Class M-8
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM8, 1.370% in the case of
each Distribution Date through and including the Optional
Termination Date and 2.055% in the case of each Distribution Date
thereafter.
With respect to the Class M-9
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM9, 1.980% in the case of
each Distribution Date through and including the Optional
Termination Date and 2.970% in the case of each Distribution Date
thereafter.
With respect to the Class M-10
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM10, 3.250% in the case
of each Distribution Date through and including the Optional
Termination Date and 4.875% in the case of each Distribution Date
thereafter.
With respect to the Class B-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB1, 3.250% in the case of
each Distribution Date through and including the Optional
Termination Date and 4.875% in the case of each Distribution Date
thereafter.
With respect to the Class B-2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB2, 3.250% in the case of
each Distribution Date through and including the Optional
Termination Date and 4.875% in the case of each Distribution Date
thereafter.
“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 or beneficially owned by the
Depositor, the Seller, the Servicer, the Master Servicer, the
Securities Administrator, the Trustee 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 12.01. The Trustee and the Securities
Administrator may conclusively rely upon a certificate of the
Depositor, the Seller, the
Master Servicer, the Securities
Administrator or the 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 Securities Administrator 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 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, Class B 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 any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 5.04, minus all distributions allocable to principal made
thereon and Realized Losses allocated thereto, if any, 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 Balances of the
REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balances of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class P Certificates
then outstanding. The aggregate initial Certificate Principal
Balance of each Class of Regular Certificates is set forth in the
Preliminary Statement hereto.
“Certificate Register”:
The register maintained pursuant to Section 6.02.
“Chapel”: Chapel
Mortgage Corporation d/b/a Chapel Funding Corp., and any successor
thereto.
“Chapel Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Servicer and Chapel evidencing the assignment of the Chapel
Servicing Agreement to the extent of the servicing of the Chapel
Mortgage Loans, to the Servicer.
“Chapel Mortgage Loans”:
The Mortgage Loans being subserviced by Chapel as of the Closing
Date pursuant to the Chapel Servicing Agreement.
“Chapel Servicing
Agreement”: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of September 7, 2004, by and among the
Seller and Chapel, as modified by the Chapel Assignment
Agreement.
“Class”: Collectively,
all of the Certificates bearing the same class
designation.
“Class A Certificate”:
Any Class A-1, Class A-2A, Class A-2B or Class A-2C
Certificate.
“Class A Principal
Distribution Amount”: The Class A Principal Distribution
Amount is an amount equal to the sum of: (i) the Class A-1
Principal Distribution Amount and (ii) the Class A-2 Principal
Distribution Amount.
“Class A-1 Allocation
Percentage”: With respect to any Distribution Date is 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.
“Class A-1 Certificate”:
Any one of the Class A-1 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-1 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class A-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the Certificate Principal Balance of
the Class A-1 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 54.10% and (ii)
the aggregate Stated Principal Balance of the Group I 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 Group
I 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 the product of (i) 0.50% and (ii) the
aggregate principal balance of the Group I Mortgage Loans as of the
Cut-off Date.
“Class A-2 Allocation
Percentage”: With respect to any Distribution Date is 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.
“Class A-2 Certificate”:
Any Class A-2A, Class A-2B or Class A-2C Certificate.
“Class A-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of the Certificate Principal
Balances of the Class A-2A, Class A-2B and Class A-2C Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 54.10% and (ii) the aggregate Stated
Principal Balance of the Group II 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 Group II 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 the product of (i) 0.50% and (ii) the aggregate
principal balance of the Group II Mortgage Loans as of the Cut-off
Date.
“Class A-2A Accelerated
Amortization Event ” : Beginning on the Distribution
Date in March 2012 and for any Distribution Date thereafter, if the
Certificate Principal Balance of the Class A-2A Certificates
following application of the related Class A Principal Distribution
Amount on any such Distribution Date exceeds the Class A-2A
Targeted Principal Balance for such Distribution Date then a Class
A-2A Accelerated Amortization Event will be in effect for such
Distribution Date and will remain in effect for each Distribution
Date thereafter until the Class A-2A Certificate Principal Balance
has been reduced to zero.
“Class A-2A
Certificate”: Any one of the Class A-2A Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-2A Targeted Principal
Balance”: The Class A-2A Targeted Principal Balance for each
Distribution Date beginning in March 2012 will be as
follows:
|
Distribution Date
|
Class A-2A Targeted
|
|
|
Principal Balance ($)
|
|
March 25, 2012
|
15,239,842.01
|
|
April 25, 2012
|
13,923,504.49
|
|
May 25, 2012
|
12,614,349.38
|
|
June 25, 2012
|
11,312,331.60
|
|
July 25, 2012
|
10,017,406.32
|
|
August 25, 2012
|
8,729,529.00
|
|
September 25, 2012
|
7,448,655.30
|
|
October 25, 2012
|
6,174,741.16
|
|
November 25, 2012
|
4,907,742.77
|
|
December 25, 2012
|
3,647,616.56
|
|
January 25, 2013
|
2,394,319.19
|
|
February 25, 2013
|
1,147,807.58
|
|
March 25, 2013
|
0.00
|
|
Thereafter
|
0.00
|
“Class A-2B
Certificate”: Any one of the Class A-2B Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-2C
Certificate”: Any one of the Class A-2C Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class B Certificate”:
Any Class B-1 Certificate or Class B-2 Certificate.
“Class B-1 Certificate”:
Any one of the Class B-1 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class B-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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)
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 (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date) (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such
Distribution Date) and (xii) the Certificate Principal Balance of
the Class B-1 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 97.60% 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 the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class B-2 Certificate”:
Any one of the Class B-2 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class B-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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)
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 (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date), (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after taking into account the
payment of Class M-10 Principal Distribution Amount on such
Distribution Date) (xii) the Certificate Principal Balance of the
Class B-1 Certificates (after taking into account the payment of
the Class B-1 Principal Distribution Amount on such Distribution
Date) and (xiii) the Certificate Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 98.80% 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 the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class CE Certificate”:
Any one of the Class CE Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-4 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M Certificates”:
The 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 and Class M-10
Certificates.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.
“Class M-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 65.70% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-2 Certificate”:
Any one of the Class M-2 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 72.10% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-3 Certificate”:
Any one of the Class M-3 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-3 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 76.00% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-4 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 79.50% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-5 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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)
82.90% 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 the product of (i) 0.50% and (ii) the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-6 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 85.90% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-7 Certificate”:
Any one of the Class M-7 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-7 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 88.40% 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 the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class M-8 Certificate”:
Any one of the Class M-8 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the
form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.
“Class M-8 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 90.90% 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 the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class M-9 Certificate”:
Any one of the Class M-9 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-9 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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) 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 (vii) 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) 92.90% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-10
Certificate”: Any one of the Class M-10 Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-2 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class M-10 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, 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)
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), (vii) the
Certificate Principal Balance of the Class M-9 Certificates (after
taking into account the payment of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (vii) 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) 94.90% 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 the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class P Certificate”:
Any one of the Class P Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-5 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class R Certificates”:
Any one of the Class R Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-6, and
evidencing the Class R-I Interest and the Class R-II
Interest.
“Class R-I Interest”:
The uncertificated residual interest in REMIC I.
“Class R-II Interest”:
The uncertificated residual interest in REMIC II.
“Closing Date”: March
29, 2005.
“Code”: The Internal
Revenue Code of 1986 as amended from time to time.
“Collection Account”:
The account or accounts created and maintained, or caused to be
created and maintained, by the Servicer pursuant to Section 3.08(a)
of this Agreement, which shall be entitled “Ocwen Federal
Bank FSB, as Servicer for HSBC Bank USA, National Association as
Trustee, in trust for the registered holders of ACE Securities
Corp., Home Equity Loan Trust, Series 2005-HE2, Asset Backed
Pass-Through Certificates”. The Collection Account must be an
Eligible Account.
“Commission”: The
Securities and Exchange Commission.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee
which office at the date of the execution of this instrument is
located at 452 Fifth Avenue, New York, New York 10018, Attention:
ACE Securities Corp., 2005-HE2, or at such other address as the
Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the
Securities Administrator and the Servicer. The office of the
Securities Administrator, which for purposes of Certificate
transfers and surrender is located at Wells Fargo Bank, N.A., Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention:
Corporate Trust (ACE 2005-HE2), and
for all other purposes is located at Wells Fargo Bank, N.A., P.O.
Box 98, Columbia, Maryland 21046, Attention: Corporate Trust (ACE
2005-HE2) (or for overnight deliveries, at 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust (ACE
2005-HE2)).
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest,
as follows:
|
|
|
|
REMIC I Regular Interest I-LTA1
|
A-1
|
|
REMIC I Regular Interest I-LTA2A
|
A-2A
|
|
REMIC I Regular Interest I-LTA2B
|
A-2B
|
|
REMIC I Regular Interest I-LTA2C
|
A-2C
|
|
REMIC I Regular Interest I-LTM1
|
M-1
|
|
REMIC I Regular Interest I-LTM2
|
M-2
|
|
REMIC I Regular Interest I-LTM3
|
M-3
|
|
REMIC I Regular Interest I-LTM4
|
M-4
|
|
REMIC I Regular Interest I-LTM5
|
M-5
|
|
REMIC I Regular Interest I-LTM6
|
M-6
|
|
REMIC I Regular Interest I-LTM7
|
M-7
|
|
REMIC I Regular Interest I-LTM8
|
M-8
|
|
REMIC I Regular Interest I-LTM9
|
M-9
|
|
REMIC I Regular Interest I-LTM10
|
M-10
|
|
REMIC I Regular Interest I-LTB1
|
B-1
|
|
REMIC I Regular Interest I-LTB2
|
B-2
|
|
REMIC I Regular Interest I-LTP
|
P
|
“Credit Enhancement
Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine
Certificates, the Class B Certificates and the Class CE
Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, calculated after taking
into account distributions of principal on the Mortgage Loans and
distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such
Distribution Date.
“Credit Risk Management
Agreements”: The agreements between the Credit Risk Manager
and the Servicer and/or Master Servicer, regarding the loss
mitigation and advisory services to be provided by the Credit Risk
Manager.
“Credit Risk Management
Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it
in the exercise and performance of any and all powers and duties of
the Credit Risk Manager under the Credit Risk Management
Agreements, which amount shall equal one twelfth of the product of
(i) the Credit Risk Management Fee Rate multiplied by (ii) the
Stated Principal Balance of the Mortgage Loans and any related REO
Properties as of the first day of the related Due
Period.
“Credit Risk Management Fee
Rate”: 0.014% per annum.
“Credit Risk Manager”:
The Murrayhill Company, a Colorado corporation, and its successors
and assigns.
“Custodial Account”:
Shall mean the account maintained by the Interim Servicer under the
Interim Servicing Agreement.
“Custodial Agreement”:
The Custodial Agreement dated as of March 1, 2005, among the
Trustee, the Custodian and the Servicer as such agreement may be
amended or supplemented from time to time, or any other custodial
agreement entered into after the date hereof with respect to any
Mortgage Loan subject to this Agreement.
“Custodian”: Wells Fargo
or any other custodian appointed under any custodial agreement
entered into after the date of this Agreement.
“Cut-off Date”: With
respect to each Mortgage Loan, March 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.
“Cypress”: Cypress Point
Funding, Inc., and any successor thereto.
“Cypress Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Servicer and Cypress evidencing the assignment of the Cypress
Servicing Agreement to the extent of the servicing of the Cypress
Mortgage Loans, to the Servicer.
“Cypress Mortgage
Loans”: The Mortgage Loans being subserviced by Cypress as of
the Closing Date pursuant to the Cypress Servicing
Agreement.
“Cypress Servicing
Agreement”: The Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of February 1, 2005, by and among the
Seller and Cypress, as modified by the Cypress Assignment
Agreement.
“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 principal balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 6.01(b).
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of all Mortgage Loans that,
as of the last day of the previous calendar month, are sixty (60)
or more days delinquent, 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.
“Depositor”: ACE
Securities Corp., 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 Exchange Act.
“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 (or, in the case of a
depository institution that is the principal subsidiary of a
holding company, such holding company has unsecured commercial
paper or other short-term unsecured debt obligations) that are
rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
Moody’s (or, if such Rating Agencies are no longer rating the
Offered Certificates, comparable ratings by any other nationally
recognized statistical rating agency then rating the Offered
Certificates).
“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 and (i) the Servicer, the
15th day of the calendar month in which such Distribution Date
occurs, or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day, and (ii) the Interim Servicer,
as set forth in the Interim Servicing Agreement.
“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 Servicer, on behalf of the Trustee, shall not be
considered to Directly Operate an REO Property solely because the
Servicer 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
Securities Administrator pursuant to Section 3.08(b) in the name of
the Securities Administrator for the benefit of the
Certificateholders and designated “Wells Fargo Bank, N.A., in
trust for registered holders of ACE Securities Corp. Home Equity
Loan Trust, Series 2005-HE2”. Funds in the Distribution
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement. 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 Business Day immediately following such 25th day, commencing in
April 2005.
“Due Date”: With respect
to each Distribution Date, the day of the month on which the
Monthly Payment is due on a Mortgage Loan during the related Due
Period, exclusive of any days of grace.
“Due Period”: With
respect to Ocwen and any Distribution Date and the Mortgage Loans,
the period commencing on the second day of the month immediately
preceding the month in which such Distribution Date occurs and
ending on the first day of the month in which such Distribution
Date occurs. With respect to any Distribution Date and the Interim
Servicer, the period as set forth in the Interim Servicing
Agreement.
“Eligible Account”: Any
of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC or (iii) a trust account or accounts
maintained with a federal depository institution or state chartered
depository institution acting in its fiduciary capacity. Eligible
Accounts may bear interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended from time to
time.
“Estate in Real
Property”: A fee simple estate in a parcel of
land.
“Excess Liquidation
Proceeds”: To the extent that such amount is not required by
law to be paid to the related mortgagor, the amount, if any, by
which Liquidation Proceeds with
respect to a liquidated Mortgage
Loan exceed the sum of (i) the outstanding principal balance of
such Mortgage Loan and accrued but unpaid interest at the related
Net Mortgage Rate through the last day of the month in which the
related Liquidation Event occurs, plus (ii) related liquidation
expenses or other amounts to which the Servicer or the Interim
Servicer is entitled to be reimbursed from Liquidation Proceeds
with respect to such liquidated Mortgage Loan pursuant to Section
3.09 of this Agreement or pursuant to the Interim Servicing
Agreement.
“Exchange Act”: The
Securities Exchange Act of 1934, as amended.
“Expense Adjusted Mortgage
Rate”: With respect to any Mortgage Loan or REO Property, the
then applicable Mortgage Rate thereon minus the Administration Fee
Rate.
“Extraordinary Trust Fund
Expense”: Any amounts payable or reimbursable to the Trustee,
the Master Servicer, the Securities Administrator, the Custodian or
any director, officer, employee or agent of any such Person from
the Trust Fund pursuant to the terms of this Agreement and any
amounts payable from the Distribution Account in respect of taxes
pursuant to Section 11.01(g)(v).
“Extra Principal Distribution
Amount”: With respect to any Distribution Date, the lesser of
(i) the Net Monthly Excess Cashflow for such Distribution Date and
(ii) the Overcollateralization Increase Amount for such
Distribution Date.
“Fannie Mae”: Fannie
Mae, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Final Maturity Date”:
The Distribution Date occurring in February 2035.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by an Originator, the Seller or the Master Servicer
pursuant to or as contemplated by Section 2.03, 3.13(c) or Section
10.01), a determination made by the Servicer or the Interim
Servicer that all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries which the Servicer or the Interim
Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered,
which determination shall be evidenced by a certificate of a
Servicing Officer delivered to the Master Servicer and maintained
in its records.
“First Street”: First
Street Financial, Inc., and any successor thereto.
“First Street Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Servicer and First Street evidencing the assignment of the First
Street Servicing Agreement to the extent of the First Street
Mortgage Loans, to the Servicer.
“First Street Mortgage
Loans”: The Mortgage Loans being serviced by First Street as
of the Closing Date pursuant to the First Street Servicing
Agreement.
“First Street Servicing
Agreement”: The Amended and Restated Master Mortgage Loan
Purchase and Interim Servicing Agreement dated as of March 1, 2004
as amended and restated to and including October 1, 2004, by and
among the Seller and First Street, as modified by the First Street
Assignment Agreement.
“Fitch”: Fitch Ratings
or any successor in interest.
“Freddie Mac”: Freddie
Mac, formerly known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Fremont Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Depositor and the Interim Servicer evidencing the assignment of the
Interim Servicing Agreement to the Depositor.
“Fremont Mortgage
Loans”: The Mortgage Loans being serviced by the Interim
Servicer as of the Closing Date.
“Gross Margin”: With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such
Adjustable Rate Mortgage Loan.
“Group I Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Distribution Amount for such Distribution
Date that represents interest received or advanced on the Group I
Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or
reimbursable to the Trustee, the Custodian, the Securities
Administrator, the Master Servicer or the Servicer pursuant to this
Agreement or the Custodial Agreement or the Interim Servicer
pursuant to the Interim Servicing Agreement).
“Group I Mortgage
Loans”: Those Mortgage Loans identified on the Mortgage Loan
Schedule as Group I Mortgage Loans.
“Group I Principal
Distribution Amount”: With respect to any Distribution Date
will be the sum of (i) the principal portion of all Monthly
Payments on the Group I Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related
Determination Date; (ii) the principal portion of all proceeds
received in respect of the repurchase of a Group I Mortgage Loan
or, in the case of a substitution, certain amounts representing a
principal adjustment, during the related Prepayment Period pursuant
to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01 of this Agreement or the Interim Servicing Agreement; (iii)
the principal portion of all other unscheduled collections,
including Insurance Proceeds, Liquidation Proceeds and all
Principal Prepayments in full and in part, received during the
related Prepayment Period, to the extent applied as recoveries of
principal on the Group I Mortgage Loans, net in each case of
payments or reimbursements to the Trustee, the Custodian, the
Master Servicer, the Securities Administrator, the Servicer or the
Interim Servicer and (iv) the Class A-1 Allocation Percentage of
the amount of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Class A-1
Allocation Percentage of the amount
of any Overcollateralization Reduction Amount for such Distribution
Date.
“Group I Principal Remittance
Amount”: With respect to any Distribution Date will be the
sum of the amounts described in clauses (i) through (iii) of the
definition of Group I Principal Distribution
Amount.
“Group II Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Distribution Amount for such Distribution
Date that represents interest received or advanced on the Group II
Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or
reimbursable to the Trustee, the Custodian, the Securities
Administrator, the Master Servicer or the Servicer pursuant to this
Agreement or the Custodial Agreement or payable or reimbursable to
the Interim Servicer pursuant to the Interim Servicing
Agreement).
“Group II Mortgage
Loans”: Those Mortgage Loans identified on the Mortgage Loan
Schedule as Group II Mortgage Loans.
“Group II Principal
Distribution Amount”: With respect to any Distribution Date
will be the sum of (i) the principal portion of all Monthly
Payments on the Group II Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related
Determination Date; (ii) the principal portion of all proceeds
received in respect of the repurchase of a Group II Mortgage Loan
or, in the case of a substitution, certain amounts representing a
principal adjustment, during the related Prepayment Period pursuant
to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01; (iii) the principal portion of all other unscheduled
collections, including Insurance Proceeds, Liquidation Proceeds and
all Principal Prepayments in full and in part, received during the
related Prepayment Period, to the extent applied as recoveries of
principal on the Group II Mortgage Loans, net in each case of
payments or reimbursements to the Trustee, the Custodian, the
Master Servicer, the Securities Administrator, the Servicer or the
Interim Servicer and (iv) the Class A-2 Allocation Percentage of
the amount of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Class A-2 Allocation
Percentage of the amount of any Overcollateralization Reduction
Amount for such Distribution Date.
“Group II Principal Remittance
Amount”: With respect to any Distribution Date will be the
sum of the amounts described in clauses (i) through (iii) of the
definition of Group II Principal Distribution Amount.
“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
Securities Administrator, the Servicer, the Seller, any Originator
and their respective Affiliates, (b) does not have any direct
financial interest in or any material indirect financial interest
in the Depositor, the Master Servicer, the Securities
Administrator, the Servicer, the Seller, any Originator or any
Affiliate thereof, and (c) is not connected with the Depositor, the
Master Servicer, the Securities Administrator, the Servicer, the
Seller, any Originator 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
Master Servicer, the Securities Administrator, the Servicer, the
Seller, any Originator 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, the Master Servicer, the
Securities Administrator, the Servicer, the Seller, any Originator
or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer)
that would be an “independent contractor” with respect
to REMIC I within the meaning of Section 856(d)(3) of the Code if
REMIC I 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 REMIC I does not receive or
derive any income from such Person and provided that the
relationship between such Person and REMIC I 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 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 will 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”: As of any
Adjustment Date, the index applicable to the determination of the
Mortgage Rate on each Adjustable Rate Mortgage Loan will generally
be 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 either (a)
as of the first Business Day 45 days prior to such Adjustment Date
or (b) as of the first Business Day of the month preceding the
month of such Adjustment Date, as specified in the related Mortgage
Note.
“Institutional Accredited
Investor”: As defined in Section 6.01(c).
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy, covering a Mortgage Loan or the related Mortgaged Property,
to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor or a senior lienholder in accordance with Accepted
Servicing Practices, subject to the terms and conditions of the
related Mortgage Note and Mortgage.
“Interest Accrual
Period”: With respect to any Distribution Date and the Class
A Certificates, the Mezzanine Certificates and the Class B
Certificates, the period commencing on the Distribution Date of 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 I Regular Interests, the
one-month period ending on the last day of the calendar month
immediately preceding the month in which such Distribution Date
occurs.
“Interest Carry Forward
Amount”: With respect to any Distribution Date and any Class
A Certificate, Mezzanine Certificate or Class B Certificate, the
sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class as of the immediately preceding
Distribution Date exceeded (b) the actual amount distributed on
such Class in respect
of interest on such immediately
preceding Distribution Date and (ii) the amount of any Interest
Carry Forward Amount for such Class remaining unpaid from the
previous Distribution Date, plus accrued interest on such sum
calculated at the related Pass-Through Rate for the most recently
ended Interest Accrual Period.
“Interest Determination
Date”: With respect to the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates, REMIC I Regular
Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest I-LTB1, REMIC I Regular Interest I-LTB2, and any Interest
Accrual Period therefor, the second London Business Day preceding
the commencement of such Interest Accrual Period.
“Interest Distribution
Amount”: With respect to any Distribution Date and any Class
A Certificates, any Mezzanine Certificates, any Class B
Certificates and any Class CE Certificates, the aggregate Accrued
Certificate Interest on the Certificates of such Class for such
Distribution Date.
“Interim Servicer”:
Fremont Investment & Loan, and any successor
thereto..
“Interim Servicing
Agreement”: The Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of May 1, 2004 as amended by
Amendment Number One dated September 29, 2004, by and among the
Seller and the Interim Servicer, as modified by the Fremont
Assignment Agreement.
“Interim Subservicer”:
Each of Aváris, Chapel, Cypress, First Street, Metrocities and
Wells Fargo.
“Interim Subservicing Transfer
Date”: Servicing shall transfer to Ocwen (i) with respect to
the Aváris Mortgage Loans, the Metrocities Mortgage Loans and
the Cypress Mortgage Loans, March 31, 2005; (ii) with respect to
the Chapel Mortgage Loans, April 1, 2005; (iii) with respect to the
Wells Mortgage Loans, April 4, 2005; and (iv) with respect to the
First Street Mortgage Loans, April 15, 2005.
“Interest Remittance
Amount”: With respect to any Distribution Date, the sum of:
(i) the Group I Interest Remittance Amount and (ii) the Group II
Interest Remittance Amount.
“Last Scheduled Distribution
Date”: The Distribution Date in April 2035, which is the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date.
“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 with respect to such Mortgage Loan, whether as late
payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds 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.
“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 3.13(c) or Section 10.01. 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 10.01.
“Liquidation Proceeds”:
The amount (other than Insurance Proceeds, amounts received in
respect of the rental of any REO Property prior to REO Disposition,
or required to be released to a Mortgagor or a senior lienholder in
accordance with applicable law or the terms of the related Mortgage
Loan Documents) received by the Servicer or the Interim 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
(other than amounts required to be released to the Mortgagor or a
senior lienholder), (ii) the liquidation of a defaulted Mortgage
Loan through a trustee’s sale, foreclosure sale or otherwise,
(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(c), Section 3.21 or Section 10.01 of this Agreement or
(iv) any Subsequent Recoveries.
“Loan-to-Value Ratio”:
As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the
related Mortgage Loan at such date and the denominator of which is
the Value of the related Mortgaged Property.
“London Business Day”:
Any day on which banks in the Cities of London and New York are
open and conducting transactions in United States
dollars.
“Loss Severity
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the principal balance of such Mortgage Loan
immediately prior to the liquidation of such Mortgage
Loan.
“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 I Remittance Rate for each of REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular
Interest I-LTZZ, with the rate on each such REMIC I Regular
Interest (other than REMIC I Regular Interest I-LTZZ) subject to a
cap equal to the lesser of (i) the related One-Month LIBOR
Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate
for the corresponding Certificate for the purpose of this
calculation for such Distribution Date and with the rate on REMIC I
Regular Interest I-
LTZZ subject to a cap of zero for
the purpose of this calculation; provided however, each such cap
for each REMIC I Regular Interest shall be multiplied by a fraction
the numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is
30.
“Master Servicer”: As of
the Closing Date, Wells Fargo Bank, N.A. and thereafter, its
respective successors in interest who meet the qualifications of
this Agreement. The Master Servicer and the Securities
Administrator shall at all times be the same Person.
“Master Servicer
Certification”: A written certification covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the
Master Servicer that complies with (i) the Sarbanes-Oxley Act of
2002, as amended from time to time, and (ii) the February 21, 2003
Statement by the Staff of the Division of Corporation Finance of
the Securities and Exchange Commission Regarding Compliance by
Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as
in effect from time to time; provided that if, after the Closing
Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the
Statement referred to in clause (ii) is modified or superseded by
any subsequent statement, rule or regulation of the Securities and
Exchange Commission or any statement of a division thereof, or (c)
any future releases, rules and regulations are published by the
Securities and Exchange Commission from time to time pursuant to
the Sarbanes-Oxley Act of 2002, which in any such case affects the
form or substance of the required certification and results in the
required certification being, in the reasonable judgment of the
Master Servicer, materially more onerous than the form of the
required certification as of the Closing Date, the Master Servicer
Certification shall be as agreed to by the Master Servicer, the
Depositor and the Seller following a negotiation in good faith to
determine how to comply with any such new requirements.
“Master Servicer Event of
Default”: One or more of the events described in Section
8.01(b).
“Master Servicer Fee
Rate”: 0.0025% per annum.
“Master Servicing Fee”:
With respect to each Mortgage Loan and for any calendar month, an
amount equal to one twelfth of the product of the Master Servicer
Fee Rate multiplied by the Scheduled Principal Balance of the
Mortgage Loans as of the Due Date in the preceding calendar
month.
“Maximum I-LTZZ Uncertificated
Interest Deferral Amount”: With respect to any Distribution
Date, the excess of (i) accrued interest at the REMIC I Remittance
Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance
of REMIC I Regular Interest I-LTZZ minus the REMIC I
Overcollateralization Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest
I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTB1 and REMIC I Regular Interest I-LTB2 for such Distribution
Date, with the rate on each
such REMIC I Regular Interest
subject to a cap equal to the lesser of (i) the related One-Month
LIBOR Pass-Through Rate and (ii) the related Net WAC Pass-Through
Rate for the corresponding Certificate for the purpose of this
calculation for such Distribution Date; provided however, each such
cap for each REMIC I Regular Interest shall be multiplied by a
fraction the numerator of which is the actual number of days in the
related 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.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS® System”: The
system of recording transfers of mortgages electronically
maintained by MERS.
“Metrocities”:
Metrocities Mortgage, LLC, and any successor thereto.
“Metrocities Assignment
Agreement”: The Assignment, Assumption and Recognition
Agreement, dated as of March 29, 2005, by and among the Seller, the
Servicer and Metrocities evidencing the assignment of the
Metrocities Servicing Agreement to the extent of the servicing of
the Metrocities Mortgage Loans, to the Servicer.
“Metrocities Mortgage
Loans”: The Mortgage Loans being subserviced by Metrocities
as of the Closing Date pursuant to the Metrocities Mortgage
Loans.
“Metrocities Servicing
Agreement”: The Amended and Restated Master Mortgage Loan
Purchase and Interim Servicing Agreement dated as of March 1, 2004
as amended and restated to and including October 1, 2004, by and
among the Seller and Metrocities, as modified by the Metrocities
Assignment Agreement.
“Mezzanine Certificate”:
Any 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 or Class M-10
Certificate.
“MIN”: The Mortgage
Identification Number for Mortgage Loans registered with MERS on
the MERS® System.
“Minimum Mortgage Rate”:
With respect to each Adjustable Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM Loan”: With respect
to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan
and its successors and assigns, at the origination
thereof.
“Monthly 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 or similar state
laws; (b) without giving effect to any extension granted or agreed
to by the Servicer pursuant to Section 3.01 of this Agreement or by
the Interim Servicer pursuant to the Interim Servicing Agreement;
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 any successor
interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first or
second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The
Mortgage Loan Documents pertaining to a particular Mortgage
Loan.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee and the
Mortgage Loan Documents for which have been delivered to the
Custodian pursuant to Section 2.01 of this Agreement and pursuant
to the Custodial Agreement, as held from time to time as a part of
the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
“Mortgage Loan
Documents”: The documents evidencing or relating to each
Mortgage Loan delivered to the Custodian under the Custodial
Agreement on behalf of the Trustee.
“Mortgage Loan Purchase
Agreement”: Shall mean the Mortgage Loan Purchase Agreement
dated as of March 29, 2005, between the Depositor and the
Seller.
“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 and the Group II Mortgage Loans, attached hereto
as Schedule 1. The Depositor shall deliver or cause the delivery of
the initial Mortgage Loan Schedule to the Servicer, the Master
Servicer, the Custodian and the Trustee on the Closing Date. The
Mortgage Loan Schedule shall set forth the following information
with respect to each Mortgage Loan:
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(i)
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the Mortgage Loan identifying
number;
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(ii)
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the Mortgagor’s first and last
name;
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(iii) the
street address of the Mortgaged Property including the state and
zip code;
(iv) a
code indicating whether the Mortgaged Property is
owner-occupied;
(v) the
type of Residential Dwelling constituting the Mortgaged
Property;
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(vi)
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the original months to
maturity;
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(vii) the
original date of the Mortgage Loan and the remaining months to
maturity from the Cut-off Date, based on the original amortization
schedule;
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(viii)
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the Loan-to-Value Ratio at
origination;
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(ix) the
Mortgage Rate in effect immediately following the Cut-off
Date;
(x) the
date on which the first Monthly Payment was due on the Mortgage
Loan;
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(xi)
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the stated maturity date;
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(xii)
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the amount of the Monthly Payment at
origination;
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(xiii)
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the amount of the Monthly Payment as
of the Cut-off Date;
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(xiv) the
last Due Date on which a Monthly Payment was actually applied to
the unpaid Stated Principal Balance;
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(xv)
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the original principal amount of the
Mortgage Loan;
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(xvi) the
Stated Principal Balance of the Mortgage Loan as of the close of
business on the Cut-off Date;
(xvii) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment
Date;
(xviii) with
respect to each Adjustable Rate Mortgage Loan, the Gross
Margin;
(xix) a
code indicating the purpose of the loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xx) with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Rate under the terms of the Mortgage Note;
(xxi) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate under the terms of the Mortgage Note;
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(xxii)
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the Mortgage Rate at
origination;
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(xxiii) with
respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
Cap;
(xxiv) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment
Date immediately following the Cut-off Date;
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(xxv)
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with respect to each Adjustable Rate
Mortgage Loan, the Index;
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(xxvi) the
date on which the first Monthly Payment was due on the Mortgage
Loan and, if such date is not consistent with the Due Date
currently in effect, such Due Date;
(xxvii) a
code indicating whether the Mortgage Loan is an Adjustable Rate
Mortgage Loan or a fixed rate Mortgage Loan;
(xxviii) a code
indicating the documentation style (i.e., full, stated or
limited);
(xxix) a
code indicating if the Mortgage Loan is subject to a primary
insurance policy or lender paid mortgage insurance policy and the
name of the insurer;
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(xxx)
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the Appraised Value of the Mortgaged
Property;
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(xxxi)
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the sale price of the Mortgaged
Property, if applicable;
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(xxxii) a
code indicating whether the Mortgage Loan is subject to a
Prepayment Charge, the term of such Prepayment Charge and the
amount of such Prepayment Charge;
(xxxiii) the
product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30
balloon, etc.);
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(xxxiv)
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the Mortgagor’s debt to income
ratio;
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(xxxv)
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the FICO score at
origination;
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(xxxvi)
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the Servicer or Interim Servicer, if
applicable.
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The Mortgage Loan Schedule shall set
forth the following information with respect to the Mortgage Loans
in the aggregate as of the Cut-off Date: (1) the number of Mortgage
Loans; (2) the current 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 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 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 securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a
Residential Dwelling.
“Mortgagor”: The obligor
on a Mortgage Note.
“Net Monthly Excess
Cashflow”: With respect to any Distribution Date, the sum of
(i) any Overcollateralization Reduction Amount for such
Distribution Date and (ii) the excess of (x) the Available
Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the aggregate Senior Interest
Distribution Amounts payable to the Holders of the Class A
Certificates, (B) the aggregate Interest Distribution Amounts
payable to the holders of the Mezzanine Certificates and the Class
B 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
Administration Fee Rate.
“Net WAC Pass-Through
Rate”: With respect to the Class A-1 Certificates and any
Distribution Date, a rate per annum equal to the product of (x) the
weighted average of the Expense Adjusted Mortgage Rates on the then
outstanding Group I Mortgage Loans, weighted based on their Stated
Principal Balances as of the first day of the calendar month
preceding the month in which the Distribution Date occurs and (y) a
fraction, the numerator of which is thirty (30) and the denominator
of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted
average of (adjusted for the actual number of days elapsed in the
related Interest Accrual Period) the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT1GRP, weighted on the basis of the
Uncertificated Balance of such REMIC I Regular Interest.
With respect to the Class A-2
Certificates and any Distribution Date, a rate per annum equal to
the product of (x) the weighted average of the Expense Adjusted
Mortgage Rates on the then outstanding Group II Mortgage Loans,
weighted based on their Stated Principal Balances as of the first
day of the calendar month preceding the month in which the
Distribution Date occurs and (y) a fraction, the numerator of which
is thirty (30) and the denominator of
which is the actual number of days
elapsed in the related Interest Accrual Period. For federal income
tax purposes, the economic equivalent of such rate shall be
expressed as the weighted average of (adjusted for the actual
number of days elapsed in the related Interest Accrual Period) the
REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP,
weighted on the basis of the Uncertificated Balance of such REMIC I
Regular Interest.
With respect to the Mezzanine
Certificates and any Distribution Date, a rate per annum equal to
the product of (x) the weighted average of the Expense Adjusted
Mortgage Rates on the then outstanding Mortgage Loans, weighted in
proportion to the results of subtracting from the aggregate Stated
Principal Balance of each of the Group I Mortgage Loans and the
Group II Mortgage Loans, as of the first day of the calendar month
preceding the month in which the Distribution Date occurs, the
Certificate Principal Balance of the related Class A Certificates
and (y) a fraction, the numerator of which is thirty (30) and the
denominator of which is the actual number of days elapsed in the
related Interest Accrual Period. For federal income tax purposes,
the economic equivalent of such rate shall be expressed as the
weighted average of (adjusted for the actual number of days elapsed
in the related Interest Accrual Period) the REMIC I Remittance
Rates on (a) REMIC I Regular Interest I-LT1SUB, subject to a cap
and a floor equal to the REMIC I Remittance Rate on REMIC I Regular
Interest I-LT1GRP, and (b) REMIC I Regular Interest I-LT2SUB,
subject to a cap and a floor equal to the REMIC I Remittance Rate
on REMIC I Regular Interest I-LT2GRP, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular
Interest.
With respect to the Class B
Certificates and any Distribution Date, a rate per annum equal to
the product of (x) the weighted average of the Expense Adjusted
Mortgage Rates on the then outstanding Mortgage Loans, weighted in
proportion to the results of subtracting from the aggregate Stated
Principal Balance of the Group I Mortgage Loans and the Group II
Mortgage Loans, as of the first day of the calendar month preceding
the month in which the Distribution Date occurs, the Certificate
Principal Balance of the related Class A Certificates and (y) a
fraction, the numerator of which is thirty (30) and the denominator
of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the
economic equivalent of such rate shall be expressed as the weighted
average of (adjusted for the actual number of days elapsed in the
related Interest Accrual Period) the REMIC I Remittance Rates on
(a) REMIC I Regular Interest I-LT1SUB, subject to a cap and a floor
equal to the REMIC I Remittance Rate on REMIC I Regular Interest
I-LT1GRP, and (b) REMIC I Regular Interest I-LT2SUB, subject to a
cap and a floor equal to the REMIC I Remittance Rate on REMIC I
Regular Interest I-LT2GRP, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular
Interest.
“Net WAC Rate Carryover
Amount”: With respect to any Class A Certificate, Mezzanine
Certificate or Class B Certificate and any Distribution Date on
which the Pass-Through Rate is limited to the applicable Net WAC
Pass-Through Rate, an amount equal to the sum of (i) the excess of
(x) the amount of interest such Class would have been entitled to
receive on such Distribution Date if the applicable Net WAC
Pass-Through Rate would not have been applicable to such Class on
such Distribution Date over (y) the amount of interest paid to such
Class on such Distribution Date at the applicable Net WAC
Pass-Through Rate plus (ii) the related Net WAC Rate Carryover
Amount for the previous Distribution Date not previously
distributed to such Class together with interest thereon at a rate
equal to the Pass-Through Rate
for such Class for the most recently
ended Interest Accrual Period without taking into account the
applicable Net WAC Pass-Through Rate.
“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.
“Nonrecoverable P&I
Advance”: Any P&I 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 Servicer, the Interim Servicer
or a successor to the Servicer or the Interim Servicer (including
the Master Servicer) will not or, in the case of a proposed P&I
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 Servicer or the Interim
Servicer, will 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 or in the Interim Servicing
Agreement.
“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
Uncertificated Balance of the REMIC I Regular Interests (other than
REMIC I Regular Interest I-LTP) for such Distribution Date. As of
the Closing Date, the Notional Amount of the Class CE Certificates
is equal to $1,219,463,562.49.
“Ocwen”: Ocwen Federal
Bank FSB, and any successor thereto.
“Offered Certificates”:
The Class A Certificates and the Mezzanine Certificates,
collectively.
“Officer’s
Certificate”: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice
president (however denominated), or by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Servicer, the Seller or the Depositor, as
applicable.
“One-Month LIBOR”: With
respect to the Class A Certificates, the Mezzanine Certificates,
the Class B Certificates, REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I
Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I
Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I
Regular Interest I-LTM10, REMIC I Regular Interest I-LTB1 and REMIC
I Regular Interest I-LTB2 and any Interest Accrual Period therefor,
the rate determined by the Securities Administrator 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 will 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 Securities
Administrator will 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 Securities Administrator shall
select an alternative comparable index (over which the Securities
Administrator has no control), used for determining one-month
Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party. The
establishment of One-Month LIBOR by the Securities Administrator
and the Securities Administrator’s subsequent calculation of
the One-Month LIBOR Pass-Through Rates for the relevant Interest
Accrual Period, shall, in the absence of manifest error, be final
and binding.
“One-Month LIBOR Pass-Through
Rate”: With respect to the Class A-1 Certificates and, for
purposes of the definition of “Marker Rate”, REMIC I
Regular Interest I-LTA1, a per annum rate equal to One-Month LIBOR
plus the related Certificate Margin.
With respect to the Class A-2A
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2A, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class A-2B
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2B, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class A-2C
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2C, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM1, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM2, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-3
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM3, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-4
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM4, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-5
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM5, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-6
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM6, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-7
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM7, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-8
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM8, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-9
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM9, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-10
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM10, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class B-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB1, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class B-2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB2, a per annum rate
equal to One-Month LIBOR plus the related Certificate
Margin.
“Opinion of Counsel”: A
written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Servicer, the Securities
Administrator or the Master Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the
REMIC Provisions must be an opinion of Independent
counsel.
“Optional Termination
Date”: The Distribution Date on which the aggregate principal
balance of the Mortgage Loans (and properties acquired in respect
thereof) remaining
in the Trust Fund is reduced to less
than or equal to 10% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date.
“Originators”: The
Interim Servicer and various other originators (each, an
“Originator”).
“Overcollateralization
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 over (b) the sum of the aggregate Certificate
Principal Balances of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class P Certificates
as of such Distribution Date (after taking into account the payment
of the Principal Remittance Amount on such Distribution
Date).
“Overcollateralization
Increase Amount”: With respect to the Class A Certificates,
the Mezzanine Certificates and the Class B Certificates and any
Distribution Date is any amount of Net Monthly Excess Cashflow
actually applied as an accelerated payment of principal to the
extent the Required Overcollateralization Amount exceeds the
Overcollateralization Amount.
“Overcollateralization
Reduction Amount”: With respect to any Distribution Date, is
the lesser of (i) the amount by which the Overcollateralization
Amount exceeds the Required Overcollateralization Amount and (ii)
the Principal Remittance Amount; provided however that on any
Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Reduction Amount shall equal zero.
“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.
“P&I Advance”: As to
any Mortgage Loan or REO Property, any advance made by the Servicer
in respect of any Determination Date pursuant to Section 5.03 of
this Agreement, an Advance Financing Person pursuant to Section
3.25 of this Agreement or in respect of any Distribution Date by a
successor Servicer (including the Master Servicer) pursuant to
Section 8.02 of this Agreement, or the Interim Servicer pursuant to
the Interim Servicing Agreement (which advances shall not include
principal or interest shortfalls due to bankruptcy proceedings or
application of the Relief Act or similar state or local
laws.)
“Pass-Through Rate”:
With respect to the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates, and any Distribution
Date, a rate per annum equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate for such Distribution Date and
(ii) 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
the sum of the amounts calculated pursuant to clauses (i) through
(xix) below, and the denominator of which is the aggregate
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I
Regular Interest I-LTZZ. For purposes of calculating the
Pass-Through Rate for the Class CE Certificates, the numerator is
equal to the sum of the following components:
(i) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTAA;
(ii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTA1;
(iii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2A minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTA2A;
(iv) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2B minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTA2B;
(v) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2C minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTA2C;
(vi) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM1 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM1;
(vii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM2 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM2;
(viii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM3 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM3;
(ix) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM4 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM4;
(x) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM5 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM5;
(xi) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM6 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM6;
(xii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM7 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM7;
(xiii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM8 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM8;
(xiv) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM9 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM9;
(xv) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTM10 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM10;
(xvi) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTB1 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTB1;
(xvii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTB2 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTB2;
(xviii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTZZ minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTZZ; and
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(xix)
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100% of the interest on REMIC I
Regular Interest I-LTP.
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“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
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,
the Mezzanine Certificates and the Class B 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 P
Certificates are issuable only in Percentage Interests
corresponding to 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 Balances of $10,000 and integral multiples of
$1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having
a Percentage Interest corresponding to the remainder of the
aggregate initial Notional Balance 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 integral multiples of
5% in excess 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 Adjustable Rate 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 Servicer, the Master Servicer, 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) (A)
demand and time deposits in, certificates of deposit of,
bankers’ acceptances issued by or federal funds sold by any
depository institution or trust company (including the Trustee or
its agent acting in their respective commercial capacities)
incorporated under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment,
such depository institution or trust company (or, if the only
Rating Agency is S&P, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its
ultimate parent has a short-term uninsured debt rating in the
highest available rating category of Moody’s, Fitch and
S&P and provided that each such investment has an original
maturity of no more than 365 days; and provided further that, if
the only Rating Agency is S&P and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term
rating of such institution shall be A-1+ in the case of S&P if
S&P is the Rating Agency; and (B) any other demand or time
deposit or deposit which is fully insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any
security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) rated
A-1+ or higher by S&P, F-1 or higher by Fitch and A2 or higher
by Moody’s, provided, however, that collateral transferred
pursuant to such repurchase obligation must be of the type
described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest, (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred
by a
party in exchange for such
collateral and (C) be delivered to such party or, if such party is
supplying the collateral, an agent for such party, in such a manner
as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(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 that have been rated “AAA” by
Fitch (if rated by Fitch), “AAA” by S&P or
“Aaa” by Moody’s including any such money market
fund managed or advised by the Master Servicer, the Trustee or any
of their Affiliates; and
(vii) if
previously confirmed in writing to the Trustee, 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, limited liability company, 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 or Section 4975 of the
Code.
“Prepayment Assumption”:
A prepayment rate for the Adjustable Rate Mortgage Loans of 28% CPR
and a prepayment rate of 100% PPC for the fixed rate Mortgage
Loans. The Prepayment Assumption is used solely for determining the
accrual of original issue discount on
the Certificates for federal income
tax purposes. A CPR (or Constant Prepayment Rate) represents an
annualized constant assumed rate of prepayment each month of a pool
of mortgage loans relative to its outstanding principal balance for
the life of such pool. A 100% PPC represents (i) a per annum
prepayment rate of 4% of the then outstanding principal balance of
the fixed rate Mortgage Loans in the first month of the life of
such Mortgage Loans, (ii) an additional 1.72727% per annum in each
month thereafter through the eleventh month and (iii) a constant
prepayment rate of 23% per annum beginning in the twelfth month and
in each month thereafter during the life of the fixed rate Mortgage
Loans.
“Prepayment Charge”:
With respect to any Principal Prepayment, any prepayment premium,
penalty or charge payable by a Mortgagor in connection with any
Principal Prepayment on a Mortgage Loan pursuant to the terms of
the related Mortgage Note.
“Prepayment Charge
Schedule”: As of any date, the list of Mortgage Loans
providing for a Prepayment Charge included in the Trust Fund on
such date, attached hereto as Schedule 2 (including the prepayment
charge summary attached thereto). The Depositor shall deliver or
cause the delivery of the Prepayment Charge Schedule to the
Servicer, the Master Servicer and the Trustee on the Closing Date.
The Prepayment Charge Schedule shall set forth the following
information with respect to each Prepayment Charge:
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(i)
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the Mortgage Loan identifying
number;
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(ii)
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a code indicating the type of
Prepayment Charge;
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(iii) the
date on which the first Monthly Payment was due on the related
Mortgage Loan;
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(iv)
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the term of the related Prepayment
Charge;
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(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.
“Prepayment Interest
Excess”: With respect to 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 Servicer may withdraw such Prepayment
Interest Excess from the Collection Account in accordance with
Section 3.09(a)(x).
“Prepayment Interest
Shortfall”: With respect to any Distribution Date, for each
such Mortgage Loan that was the subject of a Principal Prepayment
in full or in part 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 that was applied by the Servicer or the
Interim Servicer to reduce the outstanding principal balance of
such Mortgage Loan on a date preceding the Due Date in the
succeeding Prepayment Period, 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 date on which
the prepayment is applied and ending on the last day of the
calendar month preceding such Distribution Date. The obligations of
the Servicer and the Master Servicer in respect of any Prepayment
Interest Shortfall are set forth in Section 3.22 and Section 4.18,
respectively of this Agreement. The obligations of the Interim
Servicer in respect of any Prepayment Interest Shortfalls are set
forth in the Interim Servicing Agreement.
“Prepayment Period”: (i)
With respect to the Servicer and any Distribution Date, the
calendar month preceding the month in which the related
Distribution Date occurs with respect to prepayments in part, and
the period beginning on the sixteenth (16th) day of the month
preceding the related Distribution Date (or, the period commencing
on the Cut-off Date, in connection with the first Prepayment
Period) and ending on the fifteenth (15 th ) day of the
month in which such Distribution Date occurs with respect to
prepayments in full and (ii) with respect to the Interim Servicer,
as set forth in the Interim Servicing Agreement.
“Principal Prepayment”:
Any voluntary 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 Distribution
Amount”: With respect to any Distribution Date is the sum of
the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount.
“Principal Remittance
Amount”: With respect to any Distribution Date is the sum of
the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount.
“Purchase Price”: With
respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.13(c) or
Section 10.01, and as confirmed by a certification of a Servicing
Officer 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 10.01), (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 a P&I Advance by the Servicer or
the Interim Servicer, which payment or P&I Advance had as of
the date of purchase been distributed pursuant to Section 5.01,
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 a
P&I Advance by the Servicer or the Interim 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
P&I Advances that as of the date of purchase had been
distributed as or to cover REO Imputed Interest pursuant to Section
5.01, (iii) any unreimbursed Servicing Advances and P&I
Advances (including Nonrecoverable P&I Advances and
Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account pursuant to
Section 3.09(a)(ix) and Section 3.13(b) 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 Interim
Servicer, the Servicer or the Trustee in respect of the breach or
defect giving rise to the purchase obligation and any costs and
damages incurred by the Trust Fund and the Trustee in connection
with any violation by any such Mortgage Loan of any predatory or
abusive lending law.
“QIB”: As defined in
Section 6.01(c).
“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 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) if the mortgage loan is an
Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not
less than the Maximum Mortgage Rate on the Deleted Mortgage Loan,
(iv) if the mortgage loan is an Adjustable Rate Mortgage Loan, have
a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of
the Deleted Mortgage Loan, (v) if the mortgage loan is an
Adjustable Rate Mortgage Loan, have a Gross Margin equal to the
Gross Margin of the Deleted Mortgage Loan, (vi) if the mortgage
loan is an 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) be secured by the same lien priority on the
related Mortgaged Property as the Deleted Loan, (xi) have a credit
grade at least equal to the credit grading assigned on the Deleted
Mortgage Loan, (xii) be a “qualified mortgage” as
defined in the REMIC Provisions and (xiii) conform to each
representation and warranty set forth in Section 6 of the Mortgage
Loan Purchase Agreement applicable to the Deleted Mortgage Loan. 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 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 term to maturity, the
Loan-to-Value Ratios described in clause (ix) hereof shall be
satisfied as to each such mortgage loan, the credit grades
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
(xii) hereof must be satisfied as to each Qualified Substitute
Mortgage Loan or in the aggregate, as the case may be.
“Rate/Term Refinancing”:
A Refinanced Mortgage Loan, the proceeds of which are not more than
a nominal amount in excess of the existing first mortgage loan and
any subordinate mortgage loan on the related Mortgaged Property and
related closing costs, and were used exclusively (except for such
nominal amount) to satisfy the then existing first mortgage loan
and any subordinate mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.
“Rating Agency or Rating
Agencies”: Moody’s, Fitch 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 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), as
reported by the Servicer to the Master Servicer (in substantially
the form of Schedule 4 hereto) or by the Interim Servicer to the
Master Servicer pursuant to the Interim Servicing Agreement equal
to (i) the unpaid 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 or Custodial Account in
respect of such Mortgage Loan pursuant to Section 3.09(a)(ix) and
Section 3.13(b) of this Agreement or pursuant to the Interim
Servicing Agreement, 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 Servicer or the Interim Servicer with
respect to such Mortgage Loan pursuant to Section 3.09(a)(iii) of
this Agreement or pursuant to the Interim Servicing
Agreement.
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 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 or Custodial Account in
respect of the related Mortgage Loan pursuant to Section
3.09(a)(ix) and Section 3.13(b) of this Agreement or pursuant to
the Interim Servicing Agreement, minus (v) the aggregate of all
P&I Advances and Servicing Advances (in the case of
Servicing Advances, without
duplication of amounts netted out of the rental income, Insurance
Proceeds and Liquidation Proceeds described in clause (vi) below)
made by the Servicer or the Interim Servicer in respect of such REO
Property or the related Mortgage Loan for which the Servicer or the
Interim Servicer has been or, in connection with such Final
Recovery Determination, will be reimbursed pursuant to Section 3.21
of this Agreement or pursuant to the Interim Servicing Agreement
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, will be
transferred to the Distribution Account pursuant to Section 3.21 of
this Agreement or pursuant to the Interim Servicing
Agreement.
With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
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.
To the extent the Servicer or the
Interim Servicer receives Subsequent Recoveries, with respect to
any Mortgage Loan, the amount of Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are
applied to reduce the Certificate Principal Balance of any Class on
any Distribution Date.
“Record Date”: With
respect to each Distribution Date and the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates, the Business
Day immediately preceding such Distribution Date for so long as
such Certificates are Book-Entry Certificates. With respect to each
Distribution Date and any other Class of Certificates, including
any Definitive Certificates, the last day of the calendar month
immediately preceding the month in which such Distribution Date
occurs.
“Reference Banks”:
Barclay’s 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
Securities Administrator 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 Securities Administrator.
“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 B
Certificate, Class CE Certificate or Class P
Certificate.
“Regular Interest”: A
“regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“Regulation S Temporary Global
Certificate”: As defined in Section 6.01(c).
“Regulation S Permanent Global
Certificate”: As defined in Section 6.01(c).
“Release Date”: The 40th
day after the later of (i) commencement of the offering of the
Class B Certificates and (ii) the Closing Date.
“Relief Act”: The
Servicemembers Civil Relief Act, as amended, or similar state or
local laws.
“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 Due Period 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 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), the Fremont Assignment Agreement and the Interim
Servicing Agreement and (v) the Custodial Account, Collection
Account, the Distribution Account 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 (i) 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;
(ii) the Reserve Fund and any amounts on deposit therein from time
to time and any proceeds thereof and (iii) the Cap
Contracts.
“REMIC I Interest Loss
Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) the REMIC I Remittance Rate for REMIC I
Regular Interest I-LTAA minus the Marker Rate, divided by (b)
12.
“REMIC I Marker Allocation
Percentage”: 0.50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-
LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest
I-LTB2, REMIC I Regular Interest I-LTZZ and REMIC I Regular
Interest I-LTP.
“REMIC I Overcollateralization
Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Balances of the REMIC I Regular
Interests minus (ii) the aggregate of the Uncertificated Balances
of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest
I-LTB2 and REMIC I Regular Interest I-LTP, in each case as of such
date of determination.
“REMIC I Principal Loss
Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) 0.50% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding and (ii) 1 minus a fraction, the numerator of
which is two times the aggregate of the Uncertificated Balances of
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8,
REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
REMIC I Regular Interest I-LTB1 and REMIC I Regular Interest I-LTB2
and the denominator of which is the aggregate of the Uncertificated
Balances of REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
Interest I-LTM10, REMIC I Regular Interest I-LTB1, REMIC I Regular
Interest I-LTB2 and REMIC I Regular Interest I-LTZZ.
“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.
“REMIC I Regular Interest
I-LTAA”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTAA 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.
“REMIC I Regular Interest
I-LTA1”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTA1 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.
“REMIC I Regular Interest
I-LTA2A”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTA2A 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.
“REMIC I Regular Interest
I-LTA2B”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTA2B 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.
“REMIC I Regular Interest
I-LTA2C”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTA2C 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.
“REMIC I Regular Interest
I-LTB1”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTB1 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.
“REMIC I Regular Interest
I-LTB2”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTB2 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.
“REMIC I Regular Interest
I-LTM1”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM1 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.
“REMIC I Regular Interest
I-LTM2”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM2 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.
“REMIC I Regular Interest
I-LTM3”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM3 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.
“REMIC I Regular Interest
I-LTM4”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM4 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.
“REMIC I Regular Interest
I-LTM5”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM5 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.
“REMIC I Regular Interest
I-LTM6”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM6 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.
“REMIC I Regular Interest
I-LTM7”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM7 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.
“REMIC I Regular Interest
I-LTM8”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM8 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.
“REMIC I Regular Interest
I-LTM9”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM9 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.
“REMIC I Regular Interest
I-LTM10”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTM10 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.
“REMIC I Regular Interest
I-LTP”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTP 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.
“REMIC I Regular Interest
I-LTXX”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTXX 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.
“REMIC I Regular Interest
I-LTZZ”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTZZ 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.
“REMIC I Regular Interest
I-LT1SUB”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT1SUB
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.
“REMIC I Regular Interest
I-LT1GRP”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT1GRP
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.
“REMIC I Regular Interest
I-LT2SUB”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT2SUB
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.
“REMIC I Regular Interest
I-LT2GRP”: One of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LT2GRP
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.
“REMIC I Remittance
Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC
I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC
I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC
I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I
Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I
Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I
Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I
Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2, REMIC I
Regular Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I
Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT2SUB and
REMIC I Regular Interest I-LTXX, the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans. With respect
to REMIC I Regular Interest I-LT1GRP, the weighted average of the
Expense Adjusted Mortgage Rates of the Group I Mortgage Loans. With
respect to REMIC I Regular Interest I-LT2GRP, the weighted average
of the Expense Adjusted Mortgage Rates of the Group II Mortgage
Loans.
“REMIC I Sub WAC Allocation
Percentage”: 0.50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC
I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and
REMIC I Regular Interest I-LTXX.
“REMIC I Subordinated Balance
Ratio”: The ratio among the Uncertificated Balances of each
REMIC I Regular Interest ending with the designation
“SUB,”, equal to the ratio between, with respect to
each such REMIC I Regular Interest, the excess of (x) the aggregate
Stated Principal Balance of the Group I Mortgage Loans or Group II
Mortgage Loans, as applicable over (y) the current Certificate
Principal Balance of related Class A Certificates.
“REMIC I Required
Overcollateralization Amount”: 0.50% of the Required
Overcollateralization Amount.
“REMIC II”: The
segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the
REMIC II Certificateholders pursuant to Section 2.07, and all
amounts deposited therein, with respect to which a separate REMIC
election is to be made.
“REMIC II Certificate”:
Any Regular Certificate or Class R Certificate.
“REMIC II
Certificateholder”: The Holder of any REMIC II
Certificate.
“REMIC Provisions”:
Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through
860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
“REMIC Regular
Interest”: Any REMIC I Regular Interest.
“REMIC Remittance Rate”:
The REMIC I Remittance Rate.
“Remittance Report”: A
report by the Servicer pursuant to Section 5.03(a) of this
Agreement or the Interim Servicer pursuant to the Interim Servicing
Agreement.
“Rents from Real
Property”: With respect to any REO Property, gross income of
the character described in Section 856(d) of the Code as being
included in the term “rents from real
property.”
“REO Account”: The
account or accounts maintained, or caused to be maintained, by the
Servicer in respect of an REO Property pursuant to Section 3.21 of
this Agreement or by the Interim Servicer pursuant to the Interim
Servicing Agreement.
“REO Disposition”: The
sale or other disposition of an REO Property on behalf of REMIC
I.
“REO Imputed Interest”:
As to any REO Property, for any calendar month during which such
REO Property was at any time part of REMIC I, one month’s
interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such REO Property (or, in the case of the
first such calendar month, of the related Mortgage Loan, if
appropriate) as of the close of business on the Distribution Date
in such calendar month.
“REO Principal
Amortization”: With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all
amounts received in respect of such REO Property during such
calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination
Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 of this
Agreement that is allocable to such REO Property) or otherwise, net
of any portion of such amounts (i) payable in respect of the proper
operation, management and maintenance of such
REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.21(d) of this
Agreement or the Interim Servicer pursuant to the Interim Servicing
Agreement for unpaid Servicing Fees in respect of the related
Mortgage Loan and unreimbursed Servicing Advances and P&I
Advances in respect of such REO Property or the related Mortgage
Loan, over (b) the REO Imputed Interest in respect of such REO
Property for such calendar month.
“REO Property”: A
Mortgaged Property acquired by the Servicer or its nominee on
behalf of REMIC I through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.21 of this Agreement or the
Interim Servicer pursuant to the related Interim Servicing
Agreement.
“Required
Overcollateralization Amount”: With respect to any
Distribution Date (i) prior to the Stepdown Date, the product of
(A) 0.60% and (B) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date, (ii) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (x) 1.20%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period and (y) an amount equal
to the product of (A) 0.50% and (B) the aggregate principal balance
of the Mortgage Loans as of the Cut-off Date, and (iii) on or after
the Stepdown Date and a Trigger Event is in effect, the Required
Overcollateralization Amount for the immediately preceding
Distribution Date. Notwithstanding the foregoing, on and after any
Distribution Date following the reduction of the aggregate
Certificate Principal Balance of the Class A Certificates,
Mezzanine Certificates and Class B Certificates to zero, the
Required Overcollateralization Amount shall be zero.
“Reserve Fund”: A fund
created pursuant to Section 3.24 which shall be an asset of the
Trust Fund but which shall not be an asset of any Trust
REMIC.
“Reserve Interest Rate”:
With respect to any Interest Determination Date, the rate per annum
that the Securities Administrator determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates which
New York City banks selected by the Securities Administrator, after
consultation with the Depositor, are quoting on the relevant
Interest Determination Date to the principal London offices of
leading banks in the London interbank market or (ii) in the event
that the Securities Administrator can determine no such arithmetic
mean, the lowest one-month U.S. dollar lending rate which New York
City banks selected by the Securities Administrator are quoting on
such Interest Determination Date to leading European
banks.
“Residential Dwelling”:
Any one of the following: (i) a detached one-family dwelling, (ii)
a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Fannie Mae eligible condominium project, (iv) a
manufactured home, or (v) a detached one-family dwelling in a
planned unit development, none of which is a co-operative or mobile
home.
“Residual Certificate”:
Any one of the Class R Certificates.
“Residual Interest”: The
sole class of “residual interests” in a REMIC within
the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”:
When used with respect to the Trustee, any officer of the Trustee
having direct responsibility for the administration of this
Agreement and, with respect to
a particular matter, to whom such
matter is referred because of such officer’s knowledge of and
familiarity with the particular subject.
“Rule 144A”: As defined
in Section 6.01(c).
“S&P”: Standard and
Poor’s, a division of the McGraw-Hill Companies,
Inc.
“Scheduled Principal
Balance”: With respect to any Mortgage Loan: (a) as of the
Cut-off Date, the outstanding principal balance of such Mortgage
Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any
Due Date subsequent to the Cut-off Date up to and including the Due
Date in the calendar month in which a Liquidation Event occurs with
respect to such Mortgage Loan, the Scheduled Principal Balance of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the
principal portion of each Monthly Payment due on or before such Due
Date but subsequent to the Cut-off Date, whether or not received,
(ii) all Principal Prepayments received before such Due Date but
after the Cut-off Date, (iii) the principal portion of all
Liquidation Proceeds and Insurance Proceeds received before such
Due Date but after the Cut-off Date, net of any portion thereof
that represents principal due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were
received and (iv) any Realized Loss incurred with respect thereto
as a result of a Deficient Valuation occurring before such Due
Date, but only to the extent such Realized Loss represents a
reduction in the portion of principal of such Mortgage Loan not yet
due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) as of the date of such
Deficient Valuation; and (c) as of any Due Date subsequent to the
occurrence of a Liquidation Event with respect to such Mortgage
Loan, zero. With respect to any REO Property: (a) as of any Due
Date subsequent to the date of its acquisition on behalf of the
Trust Fund up to and including the Due Date in the calendar month
in which a Liquidation Event occurs with respect to such REO
Property, an amount (not less than zero) equal to the Scheduled
Principal Balance of the related Mortgage Loan as of the Due Date
in the calendar month in which such REO Property was acquired,
minus the aggregate amount of REO Principal Amortization, if any,
in respect of REO Property for all previously ended calendar
months; and (b) as of any Due Date subsequent to the occurrence of
a Liquidation Event with respect to such REO Property,
zero.
“Securities Act”: The
Securities Act of 1933, as amended.
“Securities
Administrator”: As of the Closing Date, Wells Fargo Bank,
N.A. and thereafter, its respective successors in interest that
meet the qualifications of this Agreement. The Securities
Administrator and the Master Servicer shall at all times be the
same Person or Affiliates.
“Seller”: DB Structured
Products, Inc. or its successor in interest, in its capacity as
seller under the Mortgage Loan Purchase Agreement.
“Senior Interest Distribution
Amount”: With respect to any Distribution Date, an amount
equal to the sum of (i) the Interest Distribution Amount for such
Distribution Date for the Class A Certificates and (ii) the
Interest Carry Forward Amount, if any, for such Distribution Date
for the Class A Certificates.
“Servicer”: Ocwen, or
any successor thereto appointed hereunder in connection with the
servicing and administration of the Mortgage Loans.
“Servicer Event of
Default”: One or more of the events described in Section
8.01(a).
“Servicer Remittance
Date”: With respect to any Distribution Date, by 12:00 p.m.
New York time the 22nd day of the month in which such Distribution
Date occurs; provided that if such 22nd day of a given month is not
a Business Day, the Servicer Remittance Date for such month shall
be the Business Day immediately preceding such 22nd day.
“Servicer Report”: A
report (substantially in the form of Schedule 5 hereto) or
otherwise in form and substance acceptable to the Master Servicer
and Securities Administrator on an electronic data file or tape
prepared by the Servicer or the Interim Servicer pursuant to
Section 5.03(a) of this Agreement or pursuant to the Interim
Servicing Agreement, as applicable, with such additions, deletions
and modifications as agreed to by the Master Servicer, the
Securities Administrator and the Servicer or the Interim
Servicer.
“Servicing Advances”:
The customary and reasonable “out-of-pocket” costs and
expenses incurred prior to or on or after the Cut-off Date (the
amounts incurred prior to the Cut-off Date shall be identified on
the Servicing Advance Schedule by (a) the Servicer or the related
Interim Subservicer with respect to any Mortgage Loans that were
transferred to the Servicer or the related Interim Subservicer
prior to the Cut-off Date and/or (b) the Depositor with respect to
any Mortgage Loans that were transferred to the Servicer or Interim
related Subservicer after the Cut-off Date, as applicable) by the
Servicer in connection with a default, delinquency or other
unanticipated event by the Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of
(i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including
but not limited to foreclosures, in respect of a particular
Mortgage Loan, including any expenses incurred in relation to any
such proceedings that result from the Mortgage Loan being
registered on the MERS® System, (iii) the management
(including reasonable fees in connection therewith) and liquidation
of any REO Property, (iv) the performance of its obligations under
Section 3.01, Section 3.07, Section 3.11,
Section 3.13 and Section 3.21 of this Agreement and (v)
obtaining any legal documentation required to be included in the
Mortgage File and/or correcting any outstanding title issues (i.e.,
any lien or encumbrance on the Mortgaged Property that prevents the
effective enforcement of the intended lien position) reasonably
necessary for the Servicer or the related Interim Subservicer to
perform its obligations under this Agreement or the related Interim
Servicing Agreement. Servicing Advances also include any reasonable
“out-of-pocket” cost and expenses (including legal
fees) incurred by the Servicer or the related Interim Subservicer
in connection with executing and recording instruments of
satisfaction, deeds of reconveyance or Assignments to the extent
not recovered from the Mortgagor or otherwise payable under this
Agreement. Neither the Servicer nor any Interim Subservicer shall
be required to make any Nonrecoverable Servicing
Advances.
“Servicing Advance
Schedule”: With respect to any Servicing Advances incurred
prior to the Cut-off Date, the schedule or schedules provided by
(a) the Servicer or an Interim Subservicer with respect to any
Mortgage Loans that were transferred to the Servicer or an Interim
Subservicer prior to the Cut-off Date and/or (b) the Depositor with
respect to any
Mortgage Loans that were transferred
to the Servicer or related Interim Subservicer after the Cut-off
Date, as applicable, to the Master Servicer and, if such schedule
is provided by the Depositor, the Servicer, on the earlier of the
date on which the Servicer or an Interim Subservicer seeks
reimbursement for a Servicing Advance made by the Servicer or the
related Interim Subservicer or five (5) Business Days following the
Servicing Transfer Date, which schedule or schedules shall contain
the information set forth on Schedule 6.
“Servicing Fee”: With
respect to each Mortgage Loan and for any calendar month, an amount
equal to one-twelfth of the product of the Servicing Fee Rate
multiplied by the Scheduled Principal Balance of the Mortgage Loans
as of the Due Date in the preceding calendar month. The Servicing
Fee is payable solely from collections of interest on the Mortgage
Loans.
“Servicing Fee Rate”:
0.50% per annum.
“Servicing Officer”: Any
officer of the Servicer or the Interim Servicer involved in, or
responsible for, the administration and servicing of Mortgage
Loans, whose name and specimen signature appear on a list of
Servicing Officers furnished by the Servicer or the Interim
Servicer to the Trustee, the Master Servicer, the Securities
Administrator and the Depositor on the Closing Date, as such list
may from time to time be amended.
“Servicing Transfer
Date”: With respect to the Fremont Mortgage Loans, June 1,
2005 (a schedule of the Fremont Mortgage Loans transferring on the
Servicing Transfer Date will be provided to the Master Servicer by
the Interim Servicer on or prior to the Servicing Transfer
Date).
“Single Certificate”:
With respect to any Class of Certificates (other than the Residual
Certificates), a hypothetical Certificate of such Class evidencing
a Percentage Interest for such Class corresponding to an initial
Certificate Principal Balance of $1,000. With respect to the
Residual Certificates, a hypothetical Certificate of such Class
evidencing a 100% Percentage Interest in such Class.
“Startup Day”: With
respect to each Trust REMIC, the day designated as such pursuant to
Section 11.01(b) hereof.
“Stated Principal
Balance”: With respect to any Mortgage Loan: (a) as of any
date of determination up to but not including the Distribution Date
on which the proceeds, if any, of a Liquidation Event with respect
to such Mortgage Loan would be distributed, the Scheduled Principal
Balance of such Mortgage Loan as of the Cut-off Date, as shown in
the Mortgage Loan Schedule, minus the sum of (i) the principal
portion of each Monthly Payment due on a Due Date subsequent to the
Cut-off Date, to the extent received from the Mortgagor or advanced
by the Servicer or the Interim Servicer or a successor to the
Servicer or the Interim Servicer (including the Master Servicer)
and distributed pursuant to Section 5.01 of this Agreement on or
before such date of determination, (ii) all Principal Prepayments
received after the Cut-off Date, to the extent distributed pursuant
to Section 5.01 of this Agreement on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Servicer or the Interim Servicer as
recoveries of principal in accordance with the provisions of
Section 3.13 of this Agreement or pursuant to the Interim Servicing
Agreement, to the extent distributed pursuant to Section 5.01 of
this Agreement on or before such date of determination, and (iv)
any
Realized Loss incurred with respect
thereto as a result of a Deficient Valuation made during or prior
to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as
of any date of determination coinciding with or subsequent to the
Distribution Date on which the proceeds, if any, of a Liquidation
Event with respect to such Mortgage Loan would be distributed,
zero. With respect to any REO Prope
