ACE SECURITIES CORP.
Depositor
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Master Servicer and Securities
Administrator
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
ACE Securities Corp. Home Equity Loan Trust,
Series 2005-WF1
Asset Backed Pass-Through
Certificates
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS
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SECTION 1.01.
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Defined Terms.
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SECTION 1.02.
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Allocation of Certain Interest
Shortfalls.
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ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
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SECTION 2.01.
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Conveyance of the Mortgage
Loans.
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SECTION 2.02.
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Acceptance of REMIC I by
Trustee.
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SECTION 2.03.
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Repurchase or Substitution of
Mortgage Loans.
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SECTION 2.04.
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Representations and Warranties of
the Master Servicer.
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SECTION 2.05.
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Issuance of the REMIC I Regular
Interests and the Class R-I Interest.
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SECTION 2.06.
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Conveyance of the REMIC I Regular
Interests; Acceptance of REMIC I by the Trustee.
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SECTION 2.07.
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Issuance of Residual
Certificates.
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SECTION 2.08.
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Establishment of the
Trust.
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SECTION 2.09.
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Reserve Fund.
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ARTICLE III [Reserved.]
ARTICLE IV ADMINISTRATION AND MASTER
SERVICING OF THE MORTGAGE LOANS BY THE MASTER SERVICER
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SECTION 4.01.
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Master Servicer.
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SECTION 4.02.
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REMIC-Related
Covenants.
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SECTION 4.03.
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Monitoring of
Servicer.
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SECTION 4.04.
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Fidelity Bond.
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SECTION 4.05.
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Power to Act;
Procedures.
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SECTION 4.06.
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Due-on-Sale Clauses; Assumption
Agreements.
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SECTION 4.07.
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Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
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SECTION 4.08.
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Standard Hazard Insurance and
Flood Insurance Policies.
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SECTION 4.09.
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Presentment of Claims and
Collection of Proceeds.
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SECTION 4.10.
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Maintenance of Primary Mortgage
Insurance Policies.
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SECTION 4.11.
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Trustee to Retain Possession of
Certain Insurance Policies and Documents.
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SECTION 4.12.
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Realization Upon Defaulted
Mortgage Loans.
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SECTION 4.13.
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Compensation for the Master
Servicer.
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SECTION 4.14.
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REO Property.
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SECTION 4.15.
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Annual Officer’s
Certificate as to Compliance.
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SECTION 4.16.
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Annual Independent
Accountant’s Servicing Report.
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SECTION 4.17.
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[Reserved.]
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SECTION 4.18.
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Obligation of the Master Servicer
in Respect of Prepayment Interest Shortfalls.
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SECTION 4.19.
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Prepayment Penalty
Verification.
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SECTION 4.20.
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Collection Account.
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SECTION 4.21.
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Distribution Account.
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SECTION 4.22.
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Permitted Withdrawals and
Transfers from the Distribution Account.
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ARTICLE V PAYMENTS TO
CERTIFICATEHOLDERS
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SECTION 5.01.
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Distributions.
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SECTION 5.02.
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Statements to
Certificateholders.
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SECTION 5.03.
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[Reserved.]
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SECTION 5.04.
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Allocation of Realized
Losses.
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SECTION 5.05.
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Compliance with Withholding
Requirements.
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SECTION 5.06.
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Reports Filed with Securities and
Exchange Commission.
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ARTICLE VI THE
CERTIFICATES
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SECTION 6.01.
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The Certificates.
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SECTION 6.02.
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Registration of Transfer and
Exchange of Certificates.
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SECTION 6.03.
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Mutilated, Destroyed, Lost or
Stolen Certificates.
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SECTION 6.04.
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Persons Deemed Owners.
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SECTION 6.05.
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Certain Available
Information.
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ARTICLE VII THE DEPOSITOR AND THE
MASTER SERVICER
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SECTION 7.01.
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Liability of the Depositor and the Master
Servicer.
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SECTION 7.02.
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Merger or Consolidation of the Depositor or the
Master Servicer.
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SECTION 7.03.
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Limitation on Liability of the Depositor, the
Servicer, the Master Servicer and Others.
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SECTION 7.04.
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[Reserved.]
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SECTION 7.05.
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Limitation on Resignation of the Master
Servicer.
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SECTION 7.06.
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Assignment of Master Servicing.
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SECTION 7.07.
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Rights of the Depositor in Respect of the Master
Servicer.
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SECTION 7.08.
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Duties of the Credit Risk Manager.
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SECTION 7.09.
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Limitation Upon Liability of the Credit Risk
Manager.
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SECTION 7.10.
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Removal of the Credit Risk
Manager.
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ARTICLE VIII DEFAULT
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SECTION 8.01.
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Master Servicer Events of
Default.
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SECTION 8.02.
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Trustee to Act; Appointment of
Successor.
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SECTION 8.03.
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Notification to
Certificateholders.
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SECTION 8.04.
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Waiver of Servicer Events of
Default.
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ARTICLE IX CONCERNING THE TRUSTEE
AND THE SECURITIES ADMINISTRATOR
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SECTION 9.01.
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Duties of Trustee and Securities
Administrator.
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SECTION 9.02.
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Certain Matters Affecting Trustee
and Securities Administrator.
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SECTION 9.03.
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Trustee and Securities
Administrator not Liable for Certificates or Mortgage
Loans.
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SECTION 9.04.
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Trustee and Securities
Administrator May Own Certificates.
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SECTION 9.05.
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Fees and Expenses of Trustee and
Securities Administrator.
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SECTION 9.06.
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Eligibility Requirements for
Trustee and Securities Administrator.
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SECTION 9.07.
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Resignation and Removal of
Trustee and Securities Administrator.
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SECTION 9.08.
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Successor Trustee or Securities
Administrator.
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SECTION 9.09.
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Merger or Consolidation of
Trustee or Securities Administrator.
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SECTION 9.10.
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Appointment of Co-Trustee or
Separate Trustee.
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SECTION 9.11.
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Appointment of Office or
Agency.
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SECTION 9.12.
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Representations and
Warranties.
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ARTICLE X TERMINATION
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SECTION 10.01.
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Termination Upon Repurchase or
Liquidation of All Mortgage Loans.
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SECTION 10.02.
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Additional Termination
Requirements.
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ARTICLE XI REMIC
PROVISIONS
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SECTION 11.01.
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REMIC Administration.
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SECTION 11.02.
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Prohibited Transactions and
Activities.
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SECTION 11.03.
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Indemnification.
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ARTICLE XII MISCELLANEOUS
PROVISIONS
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SECTION 12.01.
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Amendment.
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SECTION 12.02.
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Recordation of Agreement;
Counterparts.
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SECTION 12.03.
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Limitation on Rights of
Certificateholders.
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SECTION 12.04.
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Governing Law.
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SECTION 12.05.
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Notices.
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SECTION 12.06.
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Severability of
Provisions.
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SECTION 12.07.
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Notice to Rating
Agencies.
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SECTION 12.08.
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Article and
Section References.
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SECTION 12.09.
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Grant of Security
Interest.
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SECTION 12.10.
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Survival of
Indemnification.
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Exhibits
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Exhibit A-1
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Form of Class A
Certificate
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Exhibit A-2
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Form of Class M
Certificate
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Exhibit A-3
|
Reserved
|
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Exhibit A-4
|
Form of Class CE
Certificate
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Exhibit A-5
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Form of Class P
Certificate
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Exhibit A-6
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Form of Class R
Certificate
|
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Exhibit B-1
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Class P Certificates, Class CE Certificates
and Residual Certificates Pursuant to Rule 144A Under the
Securities Act and Form of Regulation S Transfer
Certificate
|
|
Exhibit B-2
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the 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
|
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Schedule 1
|
Mortgage Loan Schedule
|
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Schedule 2
|
Prepayment Charge
Schedule
|
This Pooling and Servicing
Agreement, is dated and effective as of July 1, 2005, among ACE
SECURITIES CORP., as Depositor, WELLS FARGO BANK, NATIONAL
ASSOCIATION, 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)
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|
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I-LTAA
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|
Variable (2)
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$
|
278,659,740.91
|
|
May 25, 2035
|
|
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I-LTA1
|
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Variable (2)
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$
|
1,675,145.00
|
|
May 25, 2035
|
|
|
I-LTA2A
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|
Variable (2)
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|
$
|
423,365.00
|
|
May 25, 2035
|
|
|
I-LTA2B
|
|
Variable (2)
|
|
$
|
141,250.00
|
|
May 25, 2035
|
|
|
I-LTA2C
|
|
Variable (2)
|
|
$
|
138,800.00
|
|
May 25, 2035
|
|
|
I-LTM1
|
|
Variable (2)
|
|
$
|
72,510.00
|
|
May 25, 2035
|
|
|
I-LTM2
|
|
Variable (2)
|
|
$
|
66,820.00
|
|
May 25, 2035
|
|
|
I-LTM3
|
|
Variable (2)
|
|
$
|
42,650.00
|
|
May 25, 2035
|
|
|
I-LTM4
|
|
Variable (2)
|
|
$
|
35,545.00
|
|
May 25, 2035
|
|
|
I-LTM5
|
|
Variable (2)
|
|
$
|
35,545.00
|
|
May 25, 2035
|
|
|
I-LTM6
|
|
Variable (2)
|
|
$
|
32,700.00
|
|
May 25, 2035
|
|
|
I-LTM7
|
|
Variable (2)
|
|
$
|
22,750.00
|
|
May 25, 2035
|
|
|
I-LTM8
|
|
Variable (2)
|
|
$
|
22,750.00
|
|
May 25, 2035
|
|
|
I-LTM9
|
|
Variable (2)
|
|
$
|
28,435.00
|
|
May 25, 2035
|
|
|
I-LTM10
|
|
Variable (2)
|
|
$
|
28,435.00
|
|
May 25, 2035
|
|
|
I-LTM11
|
|
Variable (2)
|
|
$
|
28,435.00
|
|
May 25, 2035
|
|
|
I-LTZZ
|
|
Variable (2)
|
|
$
|
2,891,798.49
|
|
May 25, 2035
|
|
|
I-LTP
|
|
Variable (2)
|
|
$
|
100.00
|
|
May 25, 2035
|
|
|
I-LT1SUB
|
|
Variable (2)
|
|
$
|
6,548.43
|
|
May 25, 2035
|
|
|
I-LT1GRP
|
|
Variable (2)
|
|
$
|
40,051.34
|
|
May 25, 2035
|
|
|
I-LT2SUB
|
|
Variable (2)
|
|
$
|
2,749.71
|
|
May 25, 2035
|
|
|
I-LT2GRP
|
|
Variable (2)
|
|
$
|
16,818.01
|
|
May 25, 2035
|
|
|
I-LTXX
|
|
Variable (2)
|
|
$
|
284,280,506.92
|
|
May 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)
|
|
$
|
335,029,000.00
|
|
May 25, 2035
|
|
|
Class A-2A
|
|
Variable(2)
|
|
$
|
84,673,000.00
|
|
May 25, 2035
|
|
|
Class A-2B
|
|
Variable(2)
|
|
$
|
28,250,000.00
|
|
May 25, 2035
|
|
|
Class A-2C
|
|
Variable(2)
|
|
$
|
27,760,000.00
|
|
May 25, 2035
|
|
|
Class M-1
|
|
Variable(2)
|
|
$
|
14,502,000.00
|
|
May 25, 2035
|
|
|
Class M-2
|
|
Variable(2)
|
|
$
|
13,364,000.00
|
|
May 25, 2035
|
|
|
Class M-3
|
|
Variable(2)
|
|
$
|
8,530,000.00
|
|
May 25, 2035
|
|
|
Class M-4
|
|
Variable(2)
|
|
$
|
7,109,000.00
|
|
May 25, 2035
|
|
|
Class M-5
|
|
Variable(2)
|
|
$
|
7,109,000.00
|
|
May 25, 2035
|
|
|
Class M-6
|
|
Variable(2)
|
|
$
|
6,540,000.00
|
|
May 25, 2035
|
|
|
Class M-7
|
|
Variable(2)
|
|
$
|
4,550,000.00
|
|
May 25, 2035
|
|
|
Class M-8
|
|
Variable(2)
|
|
$
|
4,550,000.00
|
|
May 25, 2035
|
|
|
Class M-9
|
|
Variable(2)
|
|
$
|
5,687,000.00
|
|
May 25, 2035
|
|
|
Class M-10
|
|
Variable(2)
|
|
$
|
5,687,000.00
|
|
May 25, 2035
|
|
|
Class M-11
|
|
Variable(2)
|
|
$
|
5,687,000.00
|
|
May 25, 2035
|
|
|
Class P
|
|
N/A(3)
|
|
$
|
100.00
|
|
May 25, 2035
|
|
|
Class CE
|
|
N/A(4)
|
|
$
|
9,668,349.00
|
|
May 25, 2035
|
|
_________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii)
of the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates.
|
|
(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 $400,513,382 and the Group II Mortgage Loans had
an aggregate Scheduled Principal Balance equal to approximately
$168,180,067.
In consideration of the mutual
agreements herein contained, the Depositor, 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, 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).
“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 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 and the Mezzanine 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 and the
Mezzanine 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 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 4.18
of this Agreement or the 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.
“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
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 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 where the related Mortgaged Property is located
to reflect of record the sale and assignment 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 Agreement”:
Shall mean the Assignment, Assumption and Recognition Agreement,
dated July 29, 2005, among the Seller, the Depositor and the
Servicer, pursuant to which the Servicing Agreement was assigned to
the Depositor.
“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 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 the
Servicing Agreement and Section 4.18 of this Agreement, (c)
the aggregate of any P&I Advances for such Distribution Date
made by the Servicer pursuant to the Servicing Agreement and (d)
the aggregate of any P&I Advances made by a successor servicer
for such Distribution Date pursuant to Section 8.02 of this
Agreement or the 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 9.05 of this Agreement or the
Servicing Agreement or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) the Credit Risk Management
Fee, (vi) amounts deposited in the Collection Account or the
Distribution Account in error, (vii) the amount of any Prepayment
Charges collected by the Servicer in connection with the Principal
Prepayment of any of the Mortgage Loans and (viii) amounts
reimbursable to a successor servicer pursuant to Section 8.02
of this Agreement or the Servicing Agreement.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: The Offered 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, 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 and the Mezzanine 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 and the Mezzanine 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-WF1, 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 M-11, 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, 0.230% in the case of each Distribution Date through and
including the Optional Termination Date and 0.460% 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, 0.010% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.020% 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, 0.210% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.420% 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, 0.340% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.680% 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, 0.420% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.630% 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, 0.440% 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-3
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM3, 0.460% in the case of
each Distribution Date
through and including the Optional
Termination Date and 0.690% 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, 0.580% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.870% 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, 0.600% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.900% 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, 0.650% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.975% 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, 1.130% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.630% 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, 1.200% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.700% 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, 1.850% in the case of
each Distribution Date through and including the Optional
Termination Date and 2.350% 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, 3.000% in the case
of each Distribution Date through and including the Optional
Termination Date and 3.500% in the case of each Distribution Date
thereafter.
With respect to the Class M-11
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM11, 3.000% in the case
of each Distribution Date through and including the Optional
Termination Date and 3.500% 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 of this Agreement. 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 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 of this
Agreement, 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 and the Mezzanine
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 of this
Agreement.
“Class”: Collectively,
all of the Certificates bearing the same class
designation.
“Class A Certificate”:
Any Class A-1 or Class A-2 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 sum of the Certificate Principal
Balances of the Class A-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
67.30% 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-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-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 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) 67.30% 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 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, Class M-10 and Class M-11
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) 72.40% 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-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) 77.10% 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) 80.10% 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-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) 82.60% 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 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)
85.10% 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-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) 87.40% 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-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) 89.00% 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-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) 90.60% 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 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 (x) the
Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 92.60% 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 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), (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) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
94.60% 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 M-11
Certificate”: Any one of the Class M-11 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-11 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 M-11 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 96.60% 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 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”: July 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 the Servicing
Agreement, referred to therein as the “Custodial
Account”, which shall be entitled “Wells Fargo Bank,
National Association, 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-WF1, Asset Backed
Pass-Through Certificates”. The Collection Account must be
established and maintained by a Qualified Depository (as defined in
the Servicing Agreement).
“Commission”: The
Securities and Exchange Commission.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee
or the Securities Administrator, as the case may be, at which at
any particular time its corporate trust business in connection with
this Agreement shall be administered, which office at the date of
the execution of this instrument is located at (i) with respect to
the Trustee, HSBC Bank USA, National Association, 452 Fifth Avenue,
New York, New York 10018, Attention: ACE Securities Corp.,
2005-WF1, 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, or with respect to the Securities Administrator, (A)
for purposes of Certificate transfers and surrender, Wells Fargo
Bank, National Association, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust (ACE
2005-WF1), and (B) for all other purposes, Wells Fargo Bank,
National Association, P.O. Box 98, Columbia, Maryland 21046,
Attention: Corporate Trust (ACE 2005-WF1) (or for overnight
deliveries, at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust (ACE 2005-WF1)), or at such other
address as the Securities Administrator may designate from time to
time by notice to the Certificateholders, the Depositor, the Master
Servicer, the Servicer and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest,
as follows:
|
|
|
|
REMIC I Regular Interest I-LTA1
|
A-1A
|
|
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-LTM11
|
M-11
|
|
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 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”: 0.015% per annum.
“Credit Risk Manager”:
The Murrayhill Company, a Colorado corporation, and its successors
and assigns.
“Custodial Agreement”:
The Custodial Agreement dated as of July 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, the close of business on July 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.
“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) of this
Agreement.
“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 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 Securities Exchange
Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of
the United States of America or any State thereof, (b) is subject
to supervision and examination by federal or state banking
authorities and (c) has outstanding unsecured commercial paper or
other short-term unsecured debt obligations (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 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, the Business Day
immediately preceding the applicable Servicer Remittance
Date.
“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 4.21 in the name
of the Securities Administrator for the benefit of the
Certificateholders and designated “Wells Fargo Bank, National
Association, in trust for registered holders of ACE Securities
Corp. Home Equity Loan Trust, Series 2005-WF1”. 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
August 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 any Distribution Date, the period commencing on the
second day of the month immediately preceding the month in which
such Distribution Date occurs and ending on the first day of the
month in which such Distribution Date occurs.
“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 is entitled to be
reimbursed from
Liquidation Proceeds with respect to
such liquidated Mortgage Loan pursuant to the Servicing
Agreement.
“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) of this Agreement.
“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 May 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 the Originator, the Seller or the Master Servicer
pursuant to or as contemplated by Section 2.03 or
Section 10.01), a determination made by the Servicer or the
Master Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Servicer or the Master
Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so
recovered.
“Freddie Mac”: Freddie
Mac, formerly known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross Margin”: With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the related
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, the Servicing Agreement or the Custodial
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 and Section 10.01
of this Agreement and the 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 or the 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, the Servicing Agreement or the Custodial
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 and Section 10.01
of this Agreement and the 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 II
Mortgage Loans, net in each case of payments or reimbursements to
the Trustee, the Custodian, the Master Servicer, the Securities
Administrator, the 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, the 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, the Originator or any
Affiliate thereof, and (c) is not connected with the Depositor, the
Master Servicer, the Securities Administrator, the Servicer, the
Seller, the 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, the 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, the 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 (A) with respect to approximately 79.93% of the Mortgage
Loans, by aggregate principal balance as of the Cut-off Date, the
average of the interbank offered rates for six-month United States
dollar deposits in the London market as published in The Wall
Street Journal and as most recently available 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 and
(B) with respect to approximately 0.11% of the Mortgage Loans,
by aggregate principal balance as of the Cut-off Date, the weekly
average yield on United States Treasury Securities adjusted to a
constant maturity of one year, as published in the Federal Reserve
Statistical Release H.15 (519) as most recently announced as of a
date 45 days prior to that Adjustment Date.
“Institutional Accredited
Investor”: As defined in Section 6.01(c) of this
Agreement.
“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 the Servicing
Agreement, 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 and the Mezzanine 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 or Mezzanine 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, 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-LTM11 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 and any Class CE
Certificates, the aggregate Accrued Certificate Interest on the
Certificates of such Class for such Distribution Date.
“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 occurring in May 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 or Section 10.01 of this Agreement or the
Servicing Agreement. 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 pursuant to the Servicing
Agreement 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 or Section 10.01 of this Agreement or the
Servicing 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-LTM11 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, National Association 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 a 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”: 0.0075% 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 and REMIC I Regular Interest I-LTM11, 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.
“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, Class M-10 or Class M-11
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 the 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 lien
on, or first 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 July 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:
|
(i)
|
the Mortgage Loan identifying
number;
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|
(ii)
|
the Mortgagor’s first and last
name;
|
|
(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;
|
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(v)
|
the type of Residential Dwelling
constituting the Mortgaged Property;
|
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(vi)
|
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;
|
|
(viii)
|
the Loan-to-Value Ratio at
origination;
|
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(ix)
|
the Mortgage Rate in effect
immediately following the Cut-off Date;
|
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(x)
|
the date on which the first Monthly
Payment was due on the Mortgage Loan;
|
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(xi)
|
the stated maturity date;
|
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(xii)
|
the amount of the Monthly Payment at
origination;
|
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(xiii)
|
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)
|
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;
|
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(xvii)
|
with respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date;
|
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(xviii)
|
with respect to each Adjustable Rate
Mortgage Loan, the Gross Margin;
|
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(xix)
|
a code indicating the purpose of the
loan (i.e., purchase financing, rate/term refinancing, cash-out
refinancing);
|
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(xx)
|
with respect to each Adjustable Rate
Mortgage Loan, the Maximum Mortgage Rate under the terms of the
Mortgage Note;
|
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(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)
|
the Mortgage Rate at
origination;
|
|
(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;
|
|
(xxv)
|
with respect to each Adjustable Rate
Mortgage Loan, the related 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;
|
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(xxvii)
|
a code indicating whether the
Mortgage Loan is an Adjustable Rate Mortgage Loan or a fixed rate
Mortgage Loan;
|
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(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;
|
|
(xxx)
|
the Appraised Value of the Mortgaged
Property;
|
|
(xxxi)
|
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)
|
the Mortgagor’s debt to income
ratio; and
|
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(xxxv)
|
the FICO score at
origination.
|
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 related 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 (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 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 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 (adjusted
for the actual number of days elapsed in the related Interest
Accrual Period) equal to the weighted average of the Expense
Adjusted Mortgage Rates of (i) the Group I Mortgage Loans and
(ii) the Group II Mortgage Loans, weighted in proportion to the
results of subtracting from the aggregate Scheduled Principal
Balance of each loan group the Certificate Principal Balance of the
related Class A Certificates. 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 or Mezzanine
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 or a successor to the
Servicer (including the Trustee) 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 a successor to
the Servicer (including the Trustee), 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 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.
“Offered Certificates”:
The Class A Certificates and the Mezzanine Certificates,
collectively.
“Officer’s
Certificate”: With respect to any Person, 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 such Person (or, in the case of a
Person which is not a corporation, signed by the person or persons
having like responsibilities).
“One-Month LIBOR”: With
respect to the Class A Certificates, the Mezzanine 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
and REMIC I Regular Interest I-LTM11 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 M-11
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM11, 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;
provided however, with respect to Wells Fargo, in its capacity as
Servicer, any Opinion of Counsel provided pursuant to clause (b)
above may be provided by internal counsel, provided that, the
delivery of such Opinion of Counsel shall not release Wells Fargo
from any of its obligations under the Servicing Agreement and Wells
Fargo shall be responsible for such contemplated actions or
inaction, as the case may be, to the extent it conflicts with the
terms of the Servicing Agreement.
“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 is
equal to 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Originator”: Wells
Fargo Bank, National Association.
“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 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
and the Mezzanine Certificates and any Distribution Date, 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 the Servicing
Agreement (referred to therein as a “Monthly Advance”),
in respect of any Distribution Date by a successor servicer
pursuant to Section 8.02 of this 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 and the Mezzanine
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
(xviii) 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-LTM11 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) 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) 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-LTM11 minus
the Marker Rate, applied to an amount equal to the Uncertificated
Balance of REMIC I Regular Interest I-LTM11;
(xvii) 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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(xviii)
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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) and any date of determination, the undivided
percentage ownership in such Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the
initial Certificate Principal
Balance or Notional Amount represented by such Certificate and the
denominator of which is the aggregate initial Certificate Principal
Balance or Notional Amount of all of the Certificates of such
Class. The Class A Certificates and the Mezzanine Certificates 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 Amounts 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
Certificate Principal Balance or Notional Amount of such Class or
to an otherwise authorized denomination for such Class plus such
remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate,
is 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 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 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 “AAAm” by
S&P and “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)
|
a code indicating the type of
Prepayment Charge;
|
|
(iii)
|
the date on which the first Monthly
Payment was due on the related Mortgage Loan;
|
|
(iv)
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the term of the related Prepayment
Charge;
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(v)
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the original Stated Principal
Balance of the related Mortgage Loan; and
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(vi)
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the Stated Principal Balance of the
related Mortgage Loan as of the Cut-off Date.
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“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 related Prepayment Period that was
applied by the 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 the Servicing Agreement and
Section 4.18 of this Agreement, respectively.
“Prepayment Period”:
With respect to any Distribution Date, the calendar month preceding
the month in which the related Distribution Date occurs.
“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 or
Section 10.01 of this Agreement and as confirmed by a
certification of a Servicing Officer of the Master Servicer
delivered 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, 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 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 the
Servicing Agreement 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 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 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 set forth in the 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 in respect of such Mortgage
Loan pursuant to the 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 with
respect to such Mortgage Loan pursuant to the 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 in respect of the related
Mortgage Loan pursuant to the 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 in
respect of such REO Property or the related Mortgage Loan for which
the Servicer has been or, in connection with such Final Recovery
Determination, will be reimbursed pursuant to the 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 the 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 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 of Certificates on any
Distribution Date.
“Record Date”: With
respect to each Distribution Date and the Class A Certificates and
the Mezzanine 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”:
Barclays Bank PLC, The Tokyo Mitsubishi Bank and National
Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not suitable to
serve as a Reference Bank, then any leading banks selected by the
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 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 Permanent Global
Certificate”: As defined in Section 6.01(c).
“Regulation S Temporary Global
Certificate”: As defined in Section 6.01(c).
“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 Assignment Agreement and the Servicing
Agreement and (v) the Collection Account and the Distribution
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-LTM11, 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-LTM11 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 and REMIC I Regular Interest I-LTM11 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-LTM11 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-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-LTM11”: 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-LTM11 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-LTM11, 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”: 1% 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.
“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 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 or pursuant to the Servicing
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 the 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 the Servicing Agreement.
“Required
Overcollateralization Amount” : With respect to any
Distribution Date (i) prior to the Stepdown Date, the product of
(A) 1.70% 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) 3.40%
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.
“Reserve Fund”: A fund
created pursuant to Section 2.09 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
& Poor’s Ratings Services, 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,
National Association 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.
“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”: Wells Fargo
Bank, National Association, 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 of default described in
the Servicing Agreement.
“Servicer Remittance
Date”: With respect to any Distribution Date, the 22
nd day of the month in which such Distribution Date
occurs; provided that if the 22 nd 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 22
nd day.
“Servicing Advances”:
The customary and reasonable “out-of-pocket” costs and
expenses incurred prior to, or on or after, the Cut-off Date 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 and (iv) the performance of its obligations
under Section 4.08 of the Servicing Agreement. Servicing Advances
also include any reasonable “out-of-pocket” cost and
expenses (including legal fees) incurred by the Servicer 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 the
Servicing Agreement. The Servicer shall not be required to make any
Nonrecoverable Servicing Advances.
“Servicing Agreement”:
That certain Seller’s Warranties and Servicing Agreement
dated as of May 1, 2005 between the Seller and the Servicer
(as modified pursuant to the Assignment Agreement).
“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 Master 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 and the Master
Servicer to the Trustee, the Master Servicer (in the case of the
Servicer), the Securities Administrator and the Depositor on the
Closing Date, as such list may from time to time be
amended.
“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 a successor to the 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 as recoveries of principal in
accordance with the provisions of the 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 Property: (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 REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance
of the related Mortgage Loan as of the date on which such REO
Property was acquired on behalf of REMIC I, minus the sum of (i) if
such REO Property was acquired before the Distribution Date in any
calendar month, the principal portion of the Monthly Payment due on
the Due Date in the calendar month of acquisition, to the extent
advanced by the Servicer or a successor to the Servicer and
distributed pursuant to Section 5.01 of this Agreement, on or
before such date of determination and (ii) the aggregate amount of
REO Principal Amortization in respect of such REO Property for all
previously ended calendar months, to the extent distributed
pursuant to Section 5.01 of this Agreement on or before 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 REO
Property would be distributed, zero.
“Stepdown Date”: The
earlier to occur of (i) the later to occur of (a) the Distribution
Date occurring in August 2008 and (b) the first Distribution Date
on which the Credit Enhancement Percentage (calculated for this
purpose only after taking into account distributions of principal
on the Mortgage Loans but prior to any distribution of the
Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to
or greater than approximately 32.70% and (ii) the first
Distribution Date on which the aggregate Certificate Principal
Balance of the Class A Certificates has been reduced to
zero.
“Subordinate
Certificates”: Collectively, the Mezzanine Certificates and
the Class CE Certificates.
“Subsequent Recoveries”:
As of any Distribution Date, amounts received during the related
Prepayment Period by the Servicer specifically related to a
defaulted Mortgage Loan or disposition of an REO Property prior to
the related Prepayment Period that resulted in a Realized Loss,
after the liquidation or disposition of such defaulted Mortgage
Loan.
“Substitution Shortfall
Amount”: As defined in Section 2.03.
“Tax Returns”: The
federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of the Trust REMICs under
the REMIC Provisions, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
“Telerate Page 3750”:
The display designated as page “3750” on the Dow Jones
Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London
interbank offered rates of major banks).
“Termination Price”: As
defined in Section 10.01.
“Transfer”: Any direct
or indirect transfer, sale, pledge, hypothecation, or other form of
assignment of any Ownership Interest in a Certificate.
“Transferee”: Any Person
who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”: Any Person
who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger Event”: A
Trigger Event has occurred with respect to a Distribution Date if
either (x) the Delinquency Percentage exceeds 42.00% of the Credit
Enhancement Percentage with respect to such Distribution Date or
(y) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Due Period divided
by the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date exceeds the applicable percentages set forth below
with respect to such Distribution Date:
|
Distribution Date
|
|
Percentage
|
|
August 2007 to July 2008
|
|
0.90%, plus 1/12 of 1.15% for each month
thereafter
|
|
August 2008 to July 2009
|
|
2.05%, plus 1/12 of 1.15% for each month
thereafter
|
|
August 2009 to July 2010
|
|
3.20%, plus 1/12 of 0.95% for each month
thereafter
|
|
August 2010 to July 2011
|
|
4.15%, plus 1/12 of 0.55% for each month
thereafter
|
|
August 2011 and thereafter
|
|
4.70%
|
“Trust”: ACE Securities
Corp., Home Equity Loan Trust, Series 2005-WF1, the trust created
hereunder.
“Trust Fund”:
Collectively, all of the assets of REMIC I, REMIC II and the
Reserve Fund and any amounts on deposit therein and any proceeds
thereof and the Cap Contracts.
“Trust REMIC”: REMIC I
or REMIC II.
“Trustee”: HSBC Bank
USA, National Association, a national banking association, or its
successor in interest, or any successor trustee appointed as herein
provided.
“Uncertificated
Balance”: The amount of the REMIC I Regular Interests
outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Balance of each REMIC I Regular Interest
shall equal the amount set forth in the Preliminary Statement
hereto as its initial uncertificated balance. On each Distribution
Date, the Uncertificated Balance of the REMIC I Regular Interest
shall be reduced by all distributions of principal made on such
REMIC I Regular Interest on such Distribution Date pursuant to
Section 5.01 and, if and to the extent necessary and
appropriate, shall be further reduced on such Distribution Date by
Realized Losses as provided in Section 5.04 and the
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be
increased by interest deferrals as provided in
Section 5.01(a)(1)(i). The Uncertificated Balance of each
REMIC I Regular Interest shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC I Regular Interest for
any Distribution Date, one month’s interest at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for
such Distribution Date, accrued on the Uncertificated Balance
thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of the REMIC I Regular Interests shall accrue
on the basis of a 360-day year consisting of twelve 30-day months.
Uncertificated Interest with respect to each Distribution Date, as
to any REMIC I Regular Interest, shall be reduced by an amount
equal to the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not
covered by payments pursuant to Section 4.18 of this Agreement
or pursuant to the Servicing Agreement and (b) the aggregate amount
of any Relief Act Interest Shortfall, if any allocated, in each
case, to such REMIC I Regular Interest or REMIC I Regular Interest
pursuant to Section 1.02. In addition, Uncertificated Interest
with respect to each Distribution Date, as to any REMIC I Regular
Interest, shall be reduced by Realized Losses, if any, allocated to
such REMIC I Regular Interest pursuant to Section 1.02 and
Section 5.04.
“United States Person”:
A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in
regulations) provided that, for purposes solely of the restrictions
on the transfer of any Class R Certificate, no partnership or other
entity treated as a partnership for United States federal income
tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or
through any entity that is not a corporation for United States
federal income tax purposes are required to be United States
Persons, or an estate whose income is subject to United States
federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision
over the administration of
the trust and one or more United
States persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by
the Secretary of the Treasury, a trust which was in existence on
August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter I of the
Code), and which was treated as a United States person on August
20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence. The term
“United States” shall have the meaning set forth in
Section 7701 of the Code.
“Value”: With respect to
any Mortgaged Property, the lesser of (i) the lesser of (a) the
value thereof as determined by an appraisal made for the Originator
of the Mortgage Loan at the time of origination of the Mortgage
Loan by an appraiser who met the minimum requirements of Fannie Mae
and Freddie Mac and (b) the value thereof as determined by a review
appraisal conducted by the Originator of the Mortgage Loan in
accordance with the Originator’s underwriting guidelines, and
(ii) the purchase price paid for the related Mortgaged Property by
the Mortgagor with the proceeds of the Mortgage Loan; provided,
however, (A) in the case of a Refinanced Mortgage Loan, such value
of the Mortgaged Property is based solely upon the lesser of (1)
the value determined by an appraisal made for the Originator of the
Mortgage Loan of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who
met the minimum requirements of Fannie Mae and Freddie Mac and (2)
the value thereof as determined by a review appraisal conducted by
the Originator of the Mortgage Loan in accordance with the
Originator’s underwriting guidelines, and (B) in the case of
a Mortgage Loan originated in connection with a “lease-option
purchase,” such value of the Mortgaged Property is based on
the lower of the value determined by an appraisal made for the
Originator of such Mortgage Loan at the time of origination or the
sale price of such Mortgaged Property if the “lease option
purchase price” was set less than 12 months prior to
origination, and is based on the value determined by an appraisal
made for the Originator of such Mortgage Loan at the time of
origination if the “lease option purchase price” was
set 12 months or more prior to origination.
“Verification Report”:
As defined in Section 4.19.
“Voting Rights”: The
portion of the voting rights of all of the Certificates which is
allocated to any such Certificate. With respect to any date of
determination, 98% of all Voting Rights will be allocated among the
holders of the Class A Certificates, the Mezzanine Certificates and
the Class CE Certificates in proportion to the then outstanding
Certificate Principal Balances of their respective Certificates, 1%
of all Voting Rights will be allocated among the holders of the
Class P Certificates and 1% of all Voting Rights will be allocated
among the holders of the Class R Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective
Percentage Interests as of the most recent Record Date.
“Wells Fargo”: Wells
Fargo Bank, National Association, or any successor
thereto.
|
SECTION 1.02.
|
Allocation of Certain Interest
Shortfalls.
|
For purposes of calculating the
amount of Accrued Certificate Interest and the amount of the
Interest Distribution Amount for the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates for any
Distribution Date, (1) the aggregate amount of
any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Servicer pursuant to
the Servicing Agreement or by the Master Servicer pursuant to
Section 4.18 of this Agreement) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE
Certificates, second, to the Class M-11 Certificates, third, to the
Class M-10 Certificates, fourth, to the Class M-9 Certificates,
fifth, to the Class M-8 Certificates, sixth, to the Class M-7
Certificates, seventh, to the Class M-6 Certificates, eighth, to
the Class M-5 Certificates, ninth, to the Class M-4 Certificates,
tenth, to the Class M-3 Certificates, eleventh, to the Class M-2
Certificates, twelfth, to the Class M-1 Certificates and
thirteenth, to the Class A Certificates, on a pro rata
basis, in each case based on, and to the extent of, one
month’s interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance
or Notional Amount, as applicable, of each such Certificate and (2)
the aggregate amount of any Realized Losses allocated to the
Mezzanine Certificates and Net WAC Rate Carryover Amounts paid to
the Class A Certificates, the Mezzanine Certificates incurred for
any Distribution Date shall be allocated to the Class CE
Certificates on a pro rata basis based on, and to the extent
of, one month’s interest at the then applicable respective
Pass-Through Rate on the respective Certificate Principal Balance
or Notional Amount thereof, as applicable.
For purposes of calculating the
amount of Uncertificated Interest for the REMIC I Regular Interests
for any Distribution Date:
(A) The
REMIC I Marker Allocation Percentage of the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by
payments by the Servicer pursuant to the Servicing Agreement or the
Master Servicer pursuant to Section 4.18 of this Agreement)
and the REMIC I Marker Allocation Percentage of any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated among 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-LTM11 and REMIC I
Regular Interest I-LTZZ pro rata based on, and to the extent
of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of
each such REMIC I Regular Interest; and
(B) The
REMIC I Sub WAC Allocation Percentage of the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by
payments made by the Servicer pursuant to the Servicing Agreement
or by the Master Servicer pursuant to Section 4.18 of this
Agreement and the REMIC I Sub WAC Allocation Percentage of any
Relief Act Interest Shortfalls incurred in respect of the Mortgage
Loans for any Distribution Date shall be allocated first, to
Uncertificated Interest payable 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, pro rata based on, and to the
extent of, one month’s interest at the then applicable
respective REMIC I Remittance Rate on the respective Un
certificated Balance of each such REMIC I Regular
Interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF
CERTIFICATES
|
SECTION 2.01.
|
Conveyance of the Mortgage
Loans.
|
The Depositor, concurrently with the
execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey to the Trustee, on behalf of the Trust,
without recourse, for the benefit of the Certificateholders, all
the right, title and interest of the Depositor, including any
security interest therein for the benefit of the Depositor, in and
to the Mortgage Loans identified on the Mortgage Loan Schedule, the
rights of the Depositor under the Mortgage Loan Purchase Agreement
and the Assignment Agreement (including, without limitation the
right to enforce the obligations of the other parties thereto
thereunder), and all other assets included or to be included in
REMIC I. Such assignment includes all interest and principal
received by the Depositor, the Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due
on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to (a) the Trustee, an executed copy of
the Mortgage Loan Purchase Agreement and (b) to the Master Servicer
and the Trustee, an executed copy of the Servicing Agreement and
the Assignment Agreement.
In connection with such transfer and
assignment, the Depositor does hereby deliver to, and deposit with
the Custodian pursuant to the Custodial Agreement the documents
with respect to each Mortgage Loan as described under
Section 2 of the Custodial Agreement (the “Mortgage Loan
Documents”). In connection with such delivery and as further
described in the Custodial Agreement, the Custodian will be
required to review such Mortgage Loan Documents and deliver to the
Trustee, the Depositor, the Servicer and the Seller certifications
(in the forms attached to the Custodial Agreement) with respect to
such review with exceptions noted thereon. In addition, under the
Custodial Agreement the Depositor will be required to cure certain
defects with respect to the Mortgage Loan Documents for the related
Mortgage Loans after the delivery thereof by the Depositor to the
Custodian as more particularly set forth therein.
Notwithstanding anything to the
contrary contained herein, the parties hereto acknowledge that the
functions of the Trustee with respect to the custody, acceptance,
inspection and release of the Mortgage Files, including, but not
limited to certain insurance policies and documents contemplated by
Section 4.11, and preparation and delivery of the
certifications shall be performed by the Custodian pursuant to the
terms and conditions of the Custodial Agreement.
The Depositor shall deliver or cause
the Originator to deliver to the Servicer copies of all trailing
documents required to be included in the Mortgage File at the same
time the originals or certified copies thereof are delivered to the
Trustee or Custodian, such documents including the mortgagee policy
of title insurance and any Mortgage Loan Documents upon return from
the recording office. The Servicer shall not be responsible for any
custodian fees or other costs incurred in obtaining such documents
and the Depositor shall cause the Servicer to be reimbursed for any
such costs the Servicer may incur in connection with performing its
obligations under this Agreement.
The Mortgage Loans permitted by the
terms of this Agreement to be included in the Trust are limited to
(i) Mortgage Loans (which the Depositor acquired pursuant to the
Mortgage Loan Purchase Agreement, which contains, among other
representations and warranties, a representation and warranty of
the Seller that no Mortgage Loan is a “High-Cost Home
Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003 or as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004, as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November
7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana
Home Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
Sections 24-9-1 through 24-9-9)) and (ii) Qualified Substitute
Mortgage Loans (which, by definition as set forth herein and
referred to in the Mortgage Loan Purchase Agreement, are required
to conform to, among other representations and warranties, the
representation and warranty of the Seller that no Qualified
Substitute Mortgage Loan is a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27,
2003 or as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, as defined in the Massachusetts
Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan
Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections
24-9-1 through 24-9-9). The Depositor and the Trustee on behalf of
the Trust understand and agree that it is not intended that any
mortgage loan be included in the Trust that is a “High-Cost
Home Loan” as defined in the New Jersey Home Ownership Act
effective November 27, 2003, as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004, as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November
7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana
Home Loan Practices Act, effective January 1, 2005 (Ind. Code Ann.
Sections 24-9-1 through 24-9-9).
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SECTION 2.02.
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Acceptance of REMIC I by
Trustee.
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The Trustee acknowledges receipt,
subject to the provisions of Section 2.01 hereof and
Section 2 of the Custodial Agreement, of the Mortgage Loan
Documents and all other assets included in the definition of
“REMIC I” under clauses (i), (iii), (iv) and (v) (to
the extent of amounts deposited into the Distribution Account) and
declares that it holds (or the Custodian on its behalf holds) and
will hold such documents and the other documents delivered to it
constituting a Mortgage Loan Document, and that it holds (or the
Custodian on its behalf holds) or will hold all such assets and
such other assets included in the definition of “REMIC
I” in trust for the exclusive use and benefit of all present
and future Certificateholders.
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SECTION 2.03.
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Repurchase or Substitution of
Mortgage Loans.
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(a) Upon
discovery or receipt of notice of any materially defective document
in, or that a document is missing from, a Mortgage File or of a
breach by the Seller of any representation, warranty or covenant
under the Mortgage Loan Purchase Agreement in respect of any
Mortgage Loan that materially and adversely affects the value of
such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall promptly notify the Seller
and the Servicer of such defect, missing document or breach and
request that the Seller deliver such missing document, cure such
defect or breach within 60 days from the date the Seller was
notified of such missing document, defect or breach, and if the
Seller does not deliver such missing document or cure such defect
or breach in all material respects during such period, the Trustee
shall enforce the obligations of the Seller under the Mortgage Loan
Purchase Agreement
to repurchase such Mortgage Loan
from REMIC I at the Purchase Price within 90 days after the date on
which the Seller was notified of such missing document, defect or
breach, if and to the extent that the Seller is obligated to do so
under the Mortgage Loan Purchase Agreement. The Purchase Price for
the repurchased Mortgage Loan shall be deposited in the
Distribution Account and the Trustee, upon receipt of written
certification from the Securities Administrator of such deposit,
shall release or cause the Custodian (upon receipt of a request for
release in the form attached to the Custodial Agreement) to release
to the Seller the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment, in
each case without recourse, representation or warranty, as the
Seller shall furnish to it and as shall be necessary to vest in the
Seller any Mortgage Loan released pursuant hereto, and the Trustee
shall not have any further responsibility with regard to such
Mortgage File. In lieu of repurchasing any such Mortgage Loan as
provided above, if so provided in the Mortgage Loan Purchase
Agreement, the Seller may cause such Mortgage Loan to be removed
from REMIC I (in which case it shall become a Deleted Mortgage
Loan) and substitute one or more Qualified Substitute Mortgage
Loans in the manner and subject to the limitations set forth in
Section 2.03(b). It is understood and agreed that the
obligation of the Seller to cure or to repurchase (or to substitute
for) any Mortgage Loan as to which a document is missing, a
material defect in a constituent document exists or as to which
such a breach has occurred and is continuing shall constitute the
sole remedy respecting such omission, defect or breach available to
the Trustee and the Certificateholders.
In addition, promptly upon the
earlier of discovery by the Master Servicer or receipt of notice
from the Servicer or the Seller to the Master Servicer of the
breach of the representation or covenant of the Seller set forth in
Section 5(xiv) of the Mortgage Loan Purchase Agreement which
materially and adversely affects the interests of the Holders of
the Class P Certificates in any Prepayment Charge, the Master
Servicer shall promptly notify the Seller and the Trustee of such
breach. The Trustee shall enforce the obligations of the Seller
under the Mortgage Loan Purchase Agreement to remedy such breach to
the extent and in the manner set forth in the Mortgage Loan
Purchase Agreement.
(b) Any
substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a) must be
effected prior to the date which is two years after the Startup Day
for REMIC I.
As to any Deleted Mortgage Loan for
which the Seller substitutes a Qualified Substitute Mortgage Loan
or Loans, such substitution shall be effected by the Seller
delivering to the Trustee or the Custodian on behalf of the
Trustee, for such Qualified Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the Assignment to the Trustee, and
such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2 of the
Custodial Agreement, as applicable, together with an
Officers’ Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and
specifying the Substitution Shortfall Amount (as described below),
if any, in connection with such substitution. The Custodian on
behalf of the Trustee shall acknowledge receipt of such Qualified
Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents and deliver to the Depositor, the
Trustee and the Servicer, with respect to such Qualified Substitute
Mortgage Loan or Loans, an initial certification pursuant to the
Custodial Agreement, with any applicable exceptions noted thereon.
Within one year of the date of substitution, the Custodian on
behalf of the Trustee shall deliver to the Depositor, the
Trustee
and the Servicer a final
certification pursuant to the Custodial Agreement with respect to
such Qualified Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of
substitution are not part of REMIC I and will be retained by the
Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such
Deleted Mortgage Loan on or before the Due Date in the month of
substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders that such substitution has
taken place, shall amend the Mortgage Loan Schedule to reflect the
removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage
Loan or Loans and shall deliver a copy of such amended Mortgage
Loan Schedule to the Trustee and the Servicer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans
shall constitute part of the Trust Fund and shall be subject in all
respects to the terms of this Agreement and the Mortgage Loan
Purchase Agreement, including all applicable representations and
warranties thereof included herein or in the Mortgage Loan Purchase
Agreement.
For any month in which the Seller
substitutes one or more Qualified Substitute Mortgage Loans for one
or more Deleted Mortgage Loans, the Servicer will determine the
amount (the “Substitution Shortfall Amount”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage
Loans exceeds the aggregate of, as to each such Qualified
Substitute Mortgage Loan, (x) the Scheduled Principal Balance
thereof as of the date of substitution, together with one
month’s interest on such Scheduled Principal Balance at the
applicable Net Mortgage Rate, plus (y) all outstanding P&I
Advances and Servicing Advances (including Nonrecoverable P&I
Advances and Nonrecoverable Servicing Advances) related thereto;
provided, however, if the Servicer repurchases the Deleted Mortgage
Loan in accordance with its obligations as seller under the
Servicing Agreement, the amounts set forth in clause (y) shall not
be included in the calculation of the Substitution Shortfall
Amount. On the date of such substitution, the Seller will deliver
or cause to be delivered to the Servicer for deposit in the
Collection Account an amount equal to the Substitution Shortfall
Amount, if any, and the Trustee or the Custodian on behalf of the
Trustee, upon receipt of the related Qualified Substitute Mortgage
Loan or Loans, upon receipt of a request for release in the form
attached to the Custodial Agreement and certification by the
Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without
recourse, representation or warranty, as the Seller shall deliver
to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.
In addition, the Seller shall obtain
at its own expense and deliver to the Trustee an Opinion of Counsel
to the effect that such substitution will not cause (a) any federal
tax to be imposed on any Trust REMIC, including without limitation,
any federal tax imposed on “prohibited transactions”
under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under
Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail
to qualify as a REMIC at any time that any Certificate is
outstanding.
(c) Upon
discovery by the Depositor, the Seller, the Servicer or the Trustee
that any Mortgage Loan does not constitute a “qualified
mortgage” within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business
Days
give written notice thereof to the
other parties. In connection therewith, the Seller shall repurchase
or substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of
discovery or receipt of such notice with respect to such affected
Mortgage Loan. Such repurchase or substitution shall be made by (i)
the Seller if the affected Mortgage Loan’s status as a
non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Seller under the
Mortgage Loan Purchase Agreement or (ii) the Depositor, if the
affected Mortgage Loan’s status as a non-qualified mortgage
is a breach of no representation or warranty. Any such repurchase
or substitution shall be made in the same manner as set forth in
Section 2.03(a). The Trustee shall reconvey to the Seller the
Mortgage Loan to be released pursuant hereto in the same manner,
and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty.
(d) With
respect to a breach of the representations made pursuant to
Section 5(xiv) of the Mortgage Loan Purchase Agreement that
materially and adversely affects the value of such Mortgage Loan or
the interest therein of the Certificateholders, the Seller shall be
required to take the actions set forth in this
Section 2.03.
(e) Within
90 days of the earlier of discovery by the Master Servicer or
receipt of notice by the Master Servicer of the breach of any
representation, warranty or covenant of the Master Servicer set
forth in Section 2.04 which materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan or
Prepayment Charge, the Master Servicer shall cure such breach in
all material respects.
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SECTION 2.04.
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Representations and Warranties of
the Master Servicer.
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The Master Servicer hereby
represents, warrants and covenants to the Depositor and the
Trustee, for the benefit of each of the Trustee and the
Certificateholders, that as of the Closing Date or as of such date
specifically provided herein:
(i) The
Master Servicer is a national banking association duly formed,
validly existing and in good standing under the laws of the United
States of America and is duly authorized and qualified to transact
any and all business contemplated by this Agreement to be conducted
by the Master Servicer;
(ii) The
Master Servicer has the full power and authority to conduct its
business as presently conducted by it and to execute, deliver and
perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Master Servicer has duly
authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this
Agreement, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a legal, valid and binding
obligation of the Master Servicer, enforceable against it in
accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization or similar
laws affecting the enforcement of creditors’ rights generally
and by general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master Servicer,
the consummation by the Master Servicer of any other of the
transactions herein
contemplated, and the fulfillment of
or compliance with the terms hereof are in the ordinary course of
business of the Master Servicer and will not (A) result in a breach
of any term or provision of charter and by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation or
acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which the Master Servicer
is a party or by which it may be bound, or any statute, order or
regulation applicable to the Master Servicer of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is
not a party to, bound by, or in breach or violation of any
indenture or other agreement or instrument, or subject to or in
violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to
the Master Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Master
Servicer to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or assets of
the Master Servicer taken as a whole;
(iv) The
Master Servicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant
made by it and contained in this Agreement;
(v) No
litigation is pending against the Master Servicer that would
materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of the Master
Servicer to perform any of its other obligations hereunder in
accordance with the terms hereof,
(vi) There
are no actions or proceedings against, or investigations known to
it of, the Master Servicer before any court, administrative or
other tribunal (A) that might prohibit its entering into this
Agreement, (B) seeking to prevent the consummation of the
transactions contemplated by this Agreement or (C) that might
prohibit or materially and adversely affect the performance by the
Master Servicer of its obligations under, or validity or
enforceability of, this Agreement; and
(vii) No
consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery
and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the consummation by it of
the transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have
been obtained prior to the Closing Date.
It is understood and agreed that the
representations, warranties and covenants set forth in this
Section 2.04 shall survive the resignation or termination of
the parties hereto and the termination of this Agreement and shall
inure to the benefit of the Trustee, the Depositor and the
Certificateholders.
SECTION
2.05. Issuance of
the REMIC I Regular Interests and the Class R-I
Interest.
The Trustee acknowledges the
assignment to it of the Mortgage Loans and the delivery to the
Custodian on its behalf of the Mortgage Loan Documents, subject to
the provisions of Section 2.01 and Section 2.02 hereof
and Section 2 of the Custodial Agreement, together with the
assignment to it of all other assets included in REMIC I, the
receipt of which is hereby acknowledged. The interests evidenced by
the Class R-I Interest, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership interest in
REMIC I. The rights of the Holders of the Class R-I Interest and
REMIC I to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Interest and the REMIC I Regular
Interests, respectively, and all ownership interests evidenced or
constituted by the Class R-I Interest and the REMIC I Regular
Interests, shall be as set forth in this Agreement.
SECTION
2.06. Conveyance of
the REMIC I Regular Interests; Acceptance of REMIC I by the
Trustee.
The Depositor, concurrently with the
execution and delivery hereof, does hereby transfer, assign, set
over and otherwise convey to the Trustee, without recourse all the
right, title and interest of the Depositor in and to the REMIC I
Regular Interests for the benefit of the Class R-II Interest and
REMIC II (as holder of the REMIC I Regular Interests). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use
and benefit of all present and future Holders of the Class R-II
Interest and REMIC II (as holder of the REMIC I Regular Interests).
The rights of the Holder of the Class R-II Interest and REMIC II
(as holder of the REMIC I Regular Interests) to receive
distributions from the proceeds of REMIC II in respect of the Class
R-II Interest and Regular Certificate, respectively, and all
ownership interests evidenced or constituted by the Class R-II
Interest and the Regular Certificates, shall be as set forth in
this Agreement. The Class R-II Interest and the Regular
Certificates shall constitute the entire beneficial ownership
interest in REMIC II.
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SECTION 2.07.
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Issuance of Residual
Certificates.
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The Trustee acknowledges the
assignment to it of the REMIC I Regular Interests and, concurrently
therewith and in exchange therefor, pursuant to the written request
of the Depositor executed by an officer of the Depositor, the
Securities Administrator has executed and authenticated and the
Trustee has delivered to or upon the order of the Depositor, the
Class R Certificates in authorized denominations. The Class R
Certificates evidence ownership in the Class R-I Interest and the
Class R-II Interest.
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SECTION 2.08.
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Establishment of the
Trust.
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The Depositor does hereby establish,
pursuant to the further provisions of this Agreement and the laws
of the State of New York, an express trust to be known, for
convenience, as “ACE Securities Corp., Home Equity Loan
Trust, Series 2005-WF1” and does hereby appoint HSBC Bank
USA, National Association as Trustee in accordance with the
provisions of this Agreement.
