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MERRILL LYNCH MORTGAGE INVESTORS, INC., | CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC | LITTON LOAN SERVICING LP,. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 4.1 MERRILL LYNCH MORTGAGE
INVESTORS, INC., CREDIT-BASED ASSET SERVICING
AND SECURITIZATION LLC, LITTON LOAN SERVICING LP, and
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
2005-CB6 Trust C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB6
TABLE OF CONTENTS -i- TABLE OF
CONTENTS
-ii- TABLE OF
CONTENTS
-iii- TABLE OF
CONTENTS
-iv- EXHIBITS :
-vi- This Pooling and Servicing Agreement is dated as of September 1, 2005 (the “Agreement”), among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the “Depositor”), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as seller (the “Seller”), LITTON LOAN SERVICING LP, as servicer (the “Servicer”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”). PRELIMINARY STATEMENT The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of nineteen Classes of Certificates, designated as (i) the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, (iii) the Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, (iv) the Class N Certificates, (v) the Class X Certificates, (vi) the Class R Certificates and the Class R-X Certificates. As provided herein, the Trustee shall elect that the Trust Fund (other than the Cap Contract, the Reserve Account and the Grantor Trust) be treated for federal income tax purposes as eight separate real estate mortgage investment conduits (each a “REMIC” or, in the alternative, “REMIC 1,” “REMIC 2,” “REMIC B-1,” “REMIC B-2,” “REMIC B-3,” “REMIC B-4,” “REMIC B-5,” and “REMIC X/N” respectively). The REMIC X/N Regular Interests represent all of the “regular interests” in REMIC X/N. The REMIC B-5 Regular Interests represent all of the “regular interests” in REMIC B-5. The REMIC B-4 Regular Interests represent all of the “regular interests” in REMIC B-4. The REMIC B-3 Regular Interests represent all of the “regular interests” in REMIC B-3. The REMIC B-2 Regular Interests represent all of the “regular interests” in REMIC B-2. The REMIC B-1 Regular Interests represent all of the “regular interests” in REMIC B-1. The REMIC 2 Regular Interests represent all of the “regular interests” in REMIC 2. The REMIC 1 Regular Interests represent all of the “regular interests” in REMIC 1. Each Class of Cap Carryover Certificates (other than the Class B Certificates) represents beneficial ownership of the Corresponding REMIC 2 Regular Interest and the right to receive Excess Net WAC Amounts. The Class B-1 Certificates represent beneficial ownership of the REMIC B-1 Regular Interest and the right to receive Excess Net WAC Amounts. The Class B-2 Certificates represent beneficial ownership of the REMIC B-2 Regular Interest and the right to receive Excess Net WAC Amounts. The Class B-3 Certificates represent beneficial ownership of the REMIC B-3 Regular Interest and the right to receive Excess Net WAC Amounts. The Class B-4 Certificates represent beneficial ownership of the REMIC B-4 Regular Interest and the right to receive Excess Net WAC Amounts. The Class B-5 Certificates represent beneficial ownership of the REMIC B-5 Regular Interest and the right to receive Excess Net WAC Amounts. For federal income tax purposes, the Class N and Class X Certificates together represent beneficial ownership of the REMIC X/N X/N Interest subject to the obligation to pay Excess Net WAC Amounts (other than Excess Net WAC Amounts funded from the Reserve Account). Each of the Class R-1 and Class R-2 Interests, represented collectively by the Class R Certificates, represents the sole Class of “residual interest” in REMIC 1 and REMIC 2, respectively, for purposes of the REMIC Provisions. Each of the Class R-B-1, Class R-B-2, Class R-B-3, Class R-B-4, Class R-B-5 and Class R-X/N Interests, represented collectively by the Class R-X Certificates, represent the sole Class of “residual interest” in REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5 and REMIC X/N, respectively, for purposes of the REMIC provisions. The REMIC 1 Regular Interests will be held as assets of REMIC 2. The REMIC 2 X/N Interest will be held as the sole asset of REMIC X/N. For federal income tax purposes, the REMIC X/N X/N Interest will be held as the asset of the Grantor Trust. The REMIC 2 B-1 Interest will be held as the sole asset of REMIC B-1. The REMIC 2 B-2 Interest will be held as the sole asset of REMIC B-2. The REMIC 2 B-3 Interest will be held as the sole asset of REMIC B-3. The REMIC 2 B-4 Interest will be held as the sole asset of REMIC B-4. The REMIC 2 B-5 Interest will be held as the sole asset of REMIC B-5. The “latest possible maturity date” for federal income tax purposes of all interests created hereby will be the Distribution Date in October 2035.
REMIC 1 The following table specifies the class designation, interest rate, and initial principal amount for each class of REMIC 1 Interests.
REMIC 2 The sole assets of REMIC 2 shall be the REMIC 1 Regular Interests. The regular interests in REMIC 2 shall be the REMIC 2 Regular Interests. The residual interest in REMIC 2 will be the Class R-2 Interest, which will be represented by the Class R Certificate.
2 REMIC B-1 The sole asset of REMIC B-1 shall be the REMIC 2 B-1 Interest. The sole regular interest in REMIC B-1 will be the REMIC B-1 B-1 Interest. The residual interest in REMIC B-1 will be the Class R-B-1 Interest, which will be represented by the Class R-X Certificate. REMIC B-2 The sole asset of REMIC B-2 shall be the REMIC 2 B-2 Interest. The sole regular interest in REMIC B-2 will be the REMIC B-2 B-2 Interest. The residual interest in REMIC B-2 will be the Class R-B-2 Interest, which will be represented by the Class R-X Certificate. REMIC B-3 The sole asset of REMIC B-3 shall be the REMIC 2 B-3 Interest. The sole regular interest in REMIC B-3 will be the REMIC B-3 B-3 Interest. The residual interest in REMIC B-3 will be the Class R-B-3 Interest, which will be represented by the Class R-X Certificate. REMIC B-4 The sole asset of REMIC B-4 shall be the REMIC 2 B-4 Interest. The sole regular interest in REMIC B-4 will be the REMIC B-4 B-4 Interest. The residual interest in REMIC B-4 will be the Class R-B-4 Interest, which will be represented by the Class R-X Certificate. REMIC B-5 The sole asset of REMIC B-5 shall be the REMIC 2 B-5 Interest. The sole regular interest in REMIC B-5 will be the REMIC B-5 B-5 Interest. The residual interest in REMIC B-5 will be the Class R-B-5 Interest, which will be represented by the Class R-X Certificate. REMIC X/N The sole asset of REMIC X/N shall be the REMIC 2 X/N Interest. The sole regular interest in REMIC X/N will be the REMIC X/N X/N Interest. The residual interest in REMIC X/N will be the Class R- X/N Interest, which will be represented by the Class R-X Certificate. The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance or Original Notional Amount, for each Class of Certificates comprising the interests in the Trust Fund created hereunder:
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Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Interest on the Class A-2, Class A-3, Class A-4, Class B-4, Class B-5, Class N and Class X Certificates and the REMIC 1 Regular Interests and the REMIC 2 X/N Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless otherwise specified, interest on the Class A-1, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year. “1933 Act”: The Securities Act of 1933, as amended. “60+ Day Delinquent Loan”: With respect to any date of determination, each Mortgage Loan with respect to which any portion of a Monthly Payment is, as of the last day of the prior Collection Period, two months or more past due, each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing Date. “Account”: Any of the Collection Account, the Distribution Account, the Escrow Account and the Reserve Account. “Accrued Certificate Interest”: With respect to each Distribution Date and Class of Certificates, an amount equal to the interest accrued at the applicable rate set forth or described for such Class in the table in the Preliminary Statement during the related Interest Accrual Period on the Certificate Principal Balance or Notional Amount of such Class of Certificates, reduced by such Class’s Interest Percentage of Relief Act Interest Shortfalls for such Distribution Date.
5 “Adjustment Date”: With respect to each adjustable rate Mortgage Loan, each adjustment date, on which the Mortgage Interest 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 are Mortgage Loan is set forth in the Mortgage Loan Schedule. “Adjustment Period”: As defined in the Preliminary Statement. “Advance”: As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Distribution Date pursuant to Section 4.07. “Advance Facility”: As defined in Section 3.30(a) hereof. “Advance Facility Notice”: As defined in Section 3.30(b) hereof. “Advance Financing Person”: As defined in Section 3.30(a) hereof. “Advance Reimbursement Amounts”: As defined in Section 3.30(b) hereof. “Adverse REMIC Event”: As defined in Section 9.01(f) hereof. “Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing. “Agreement”: This Pooling and Servicing Agreement and all amendments and supplements hereto. “Applicable Regulations”: As to any Mortgage Loan, all federal, state and local laws, statutes, rules and regulations applicable thereto, including with respect to each FHA Loan, the FHA Regulations and the related FHA Insurance Contract and with respect to each VA Loan, the VA Regulations and the related VA Guaranty. “Applied Realized Loss Amount”: With respect to each Distribution Date, the excess, if any, of (a) the aggregate of the Certificate Principal Balances of the Certificates (after giving effect to all distributions on such Distribution Date) over (b) the Pool Balance as of the end of the related Collection Period. “Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage. “Available Funds”: As to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments due during the related Collection Period and received by the Servicer on or prior to the related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution Adjustment Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination Price with respect to the termination of the Trust pursuant to Section 10.01 hereof, any Reimbursement Amount or Subsequent Recovery deposited to the Collection Account and other unscheduled recoveries of principal and interest (excluding prepayment penalties) in respect of the Mortgage Loans during the related Prepayment Period, (c) the aggregate of any amounts received in respect of an REO Property withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) any Compensating Interest for such Distribution Date, and (e) the aggregate of any Advances made by the Servicer for such Distribution Date over (ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to Section 3.05, (b) Stayed Funds, (c) the Servicing Fee and (d) amounts deposited in the Collection Account or the Distribution Account, as the case may be, in error.
6 “Balloon Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized principal balance of such Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding monthly payment. “Balloon Payment”: A payment of the unamortized principal balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding Monthly Payment. “Bankruptcy Code”: Title 11 of the United States Code, as amended. “Book-Entry Certificates”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant,” or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates shall be Book-Entry Certificates. “Book-Entry Regulation S Global Securities”: As defined in Section 5.01. “Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Delaware, the State of New York, the State of Texas 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”: Either of the Net WAC Cap or the Maximum Rate Cap. “Cap Carryover Certificates”: The Class A, Class M and Class B Certificates. “Cap Contract”: The confirmation and agreement and any related confirmation thereto, between the Trust Fund or Trustee and the Cap Contract Counterparty (in the form of Exhibit P hereto). “Cap Contract Counterparty”: The Bank of New York. “Cap Contract Notional Balance”: With respect to any Distribution Date, the Cap Contract Notional Balance set forth for such Distribution Date on the attachment to the Cap Contract attached hereto. “Cap Contract Termination Date”: The day after the Distribution Date in June 2008. “Cap Rate”: With respect to each Distribution Date with respect to which payments are received on the Cap Contract, a rate equal to the lesser of LIBOR and 9.440% per annum. “Certificate”: Any Regular Certificate or Residual Certificate.
7 “Certificate Custodian”: Initially, JPMorgan Chase Bank, National Association; thereafter any other Certificate Custodian acceptable to the Depository and selected by the Trustee. “Certificate Owner”: With respect to each Book-Entry Certificate, any beneficial owner thereof. “Certificate Principal Balance”: With respect to any Class of Certificates (other than the Class N, Class X and Residual Certificates) and any Distribution Date, the Original Class Certificate Principal Balance reduced by the sum of (i) all amounts actually distributed in respect of principal of such Class on all prior Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto. The Class N, Class X and Residual Certificates do not have a Certificate Principal Balance. With respect to any Certificate (other than a Class X, Class N or a Residual Certificate) of a Class and any Distribution Date, the portion of the Certificate Principal Balance of such Class represented by such Certificate equal to the product of the Percentage Interest evidenced by such Certificate and the Certificate Principal Balance of such Class. Notwithstanding the foregoing on any Distribution Date relating to a Collection Period in which a Subsequent Recovery has been received by the Servicer, the Certificate Principal Balance of any Class of Certificates then outstanding for which any Applied Realized Loss Amount has been allocated will be increased, in order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized Loss Amount for such Class of Certificates and (ii) the amount of any Subsequent Recovery allocable to principal distributed on such date to the Certificateholders (reduced by the amount of the increase in the Certificate Principal Balance of any more senior Class of Certificates pursuant to this sentence on such Distribution Date). “Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.02 hereof. “Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or Disqualified Non-U.S. Person shall not be a Holder of a Residual Certificate for any purpose hereof. “Class”: Collectively, Certificates or REMIC Regular Interests which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby. “Class A-1 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.12% per annum, and (ii) following the Optional Termination Date, 0.24% per annum. “Class A-1 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date plus the Class A-1 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class A-2 Pass-Through Rate”: For each Distribution Date the least of (i) (a) on or prior to the Optional Termination Date, 4.842% per annum, and (b) following the Optional Termination Date, 5.342% per annum, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class A-3 Pass-Through Rate”: For each Distribution Date the least of (i) (a) on or prior to the Optional Termination Date, 5.120% per annum, and (b) following the Optional Termination Date, 5.620% per annum, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class A-4 Lockout Distribution Amount”: For any Distribution Date, the product of (x) the Class A-4 Lockout Distribution Percentage and (y) the Class A-4 Pro Rata Distribution Amount. In no event shall the Class A-4 Lockout Distribution Amount for a Distribution Date exceed the Class A Principal Distribution Amount for such Distribution Date or the Certificate Principal Balance of the Class A-4 Certificates immediately prior to such Distribution Date.
8 “Class A-4 Lockout Distribution Percentage” means, for a Distribution Date in any period listed in the table below, the applicable percentage listed opposite such period:
“Class A-4 Pass-Through Rate”: For each Distribution Date, the least of (i) (a) on or prior to the Optional Termination Date, 5.162% per annum, and (b) following the Optional Termination Date, 5.662% per annum, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class A-4 Pro Rata Distribution Amount” means, for any Distribution Date, an amount equal to the product of (x) a fraction, the numerator of which is the Certificate Principal Balance of the Class A-4 Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to that Distribution Date and (y) the Class A Principal Distribution Amount for that Distribution Date. “Class A Certificate”: Any one of the Certificates with an “A” designated on the face thereof substantially in the form annexed hereto as Exhibits A-1, A-2, A-3 and A-4, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein. “Class A Certificateholders”: Collectively, the Holders of the Class A Certificates. “Class A Interest Carry Forward Amount”: For any Distribution Date, the sum of the Interest Carry Forward Amounts for the Class A Certificates for such Distribution Date. “Class A Principal Distribution Amount”: As of any Distribution Date (a) prior to the Stepdown Date or with respect to which a Trigger Event is in effect, the Principal Distribution Amount and (b) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of the Certificate Principal Balances of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.20% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date.
9 “Class B Certificate”: Any one of the Certificates with a “B” designated on the face thereof substantially in the form annexed hereto as Exhibits B-1, B-2, B-3, B-4 and B-5, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein. “Class B Certificateholders”: Collectively, the Holders of the Class B Certificates. “Class B-1 Applied Realized Loss Amount”: As to the Class B-1 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class B-1 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount in each case as of such Distribution Date. “Class B-1 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 1.150% per annum, and (ii) following the Optional Termination Date, 1.725% per annum. “Class B-1 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class B-1 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class B-1 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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 B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 86.20% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class B-1 Realized Loss Amortization Amount”: As to the Class B-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B-1 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxiii) hereof, in each case for such Distribution Date.
10 “Class B-2 Applied Realized Loss Amount”: As to the Class B-2 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class B-2 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount in each case as of such Distribution Date. “Class B-2 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 1.250% per annum, and (ii) following the Optional Termination Date, 1.875% per annum. “Class B-2 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class B-2 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class B-2 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 88.50% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class B-2 Realized Loss Amortization Amount”: As to the Class B-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B-2 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxvi) hereof, in each case for such Distribution Date. “Class B-3 Applied Realized Loss Amount”: As to the Class B-3 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class B-3 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount as of such Distribution Date.
11 “Class B-3 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 1.700% per annum, and (ii) following the Optional Termination Date, 2.550% per annum. “Class B-3 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class B-3 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class B-3 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.80% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class B-3 Realized Loss Amortization Amount”: As to the Class B-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B-3 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxix) hereof, in each case for such Distribution Date. “Class B-4 Applied Realized Loss Amount”: As to the Class B-4 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class B-4 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the Class B-5 Applied Realized Loss Amount as of such Distribution Date. “Class B-4 Pass-Through Rate”: For each Distribution Date, the least of (i) (a) on or prior to the Optional Termination Date, 6.500% per annum, and (b) following the Optional Termination Date, 7.000% per, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap.
12 “Class B-4 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.70% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class B-4 Realized Loss Amortization Amount”: As to the Class B-4 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B-4 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxxii) hereof, in each case for such Distribution Date. “Class B-5 Applied Realized Loss Amount”: As to the Class B-5 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class B-5 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the Applied Realized Loss Amount as of such Distribution Date. “Class B-5 Pass-Through Rate”: For each Distribution Date, the least of (i) (a) on or prior to the Optional Termination Date, 6.500% per annum, and (b) following the Optional Termination Date, 7.000% per annum, (ii) the Net WAC Cap for such Distribution Date and (iii) the Maximum Rate Cap. “Class B-5 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class B-4 Certificate (after taking into account the payment of the Class B-4 Principal Distribution Amount for such Distribution Date) and (xii) the Certificate Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 95.80% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date.
13 “Class B-5 Realized Loss Amortization Amount”: As to the Class B-5 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class B-5 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xxxv) hereof, in each case for such Distribution Date. “Class M Certificate”: Any one of the Certificates with an “M” designated on the face thereof substantially in the form annexed hereto as Exhibits C-2, C-3, C-4, C-5, C-6 and C-7 executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein. “Class M Certificateholders”: Collectively, the Holders of the Class M Certificates. “Class M-1 Applied Realized Loss Amount”: As to the Class M-1 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-1 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized Loss Amount, the Class M-3 Applied Realized Loss Amount, the Class M-4 Applied Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date.
14 “Class M-1 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.430% per annum, and (ii) following the Optional Termination Date, 0.645% per annum. “Class M-1 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-1 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-1 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the Certificate Principal Balances 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) 62.60% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class M-1 Realized Loss Amortization Amount”: As to the Class M-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (v) hereof, in each case for such Distribution Date. “Class M-2 Applied Realized Loss Amount”: As to the Class M-2 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-2 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the related Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class M-3 Applied Realized Loss Amount, the Class M-4 Applied Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date. “Class M-2 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.450% per annum, and (ii) following the Optional Termination Date, 0.675% per annum. “Class M-2 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-2 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-2 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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) 69.00% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class M-2 Realized Loss Amortization Amount”: As to the Class M-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (viii) hereof, in each case for such Distribution Date. “Class M-3 Applied Realized Loss Amount”: As to the Class M-3 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-3 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the related Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class M-4 Applied Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date.
15 “Class M-3 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.470% per annum, and (ii) following the Optional Termination Date, 0.705% per annum. “Class M-3 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-3 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-3 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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) 73.50% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class M-3 Realized Loss Amortization Amount”: As to the Class M-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xi) hereof, in each case for such Distribution Date. “Class M-4 Applied Realized Loss Amount”: As to the Class M-4 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-4 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the related Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date. “Class M-4 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.580% per annum, and (ii) following the Optional Termination Date, 0.870% per annum. “Class M-4 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-4 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-4 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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) 76.90% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date.
16 “Class M-4 Realized Loss Amortization Amount”: As to the Class M-4 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xiv) hereof, in each case for such Distribution Date. “Class M-5 Applied Realized Loss Amount”: As to the Class M-5 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-5 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the related Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount and the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date. “Class M-5 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.600% per annum, and (ii) following the Optional Termination Date, 0.900% per annum. “Class M-5 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-5 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-5 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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) 80.20% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date.
17 “Class M-5 Realized Loss Amortization Amount”: As to the Class M-5 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-5 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xvii) hereof, in each case for such Distribution Date. “Class M-6 Applied Realized Loss Amount”: As to the Class M-6 Certificates and as of any Distribution Date, the lesser of (x) the Certificate Principal Balance thereof (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date, but prior to the application of the Class M-6 Applied Realized Loss Amount, if any, on such Distribution Date) and (y) the excess of (i) the related Applied Realized Loss Amount as of such Distribution Date over (ii) the sum of the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount, the Class B-5 Applied Realized Loss Amount, in each case as of such Distribution Date. “Class M-6 Certificate Margin”: For each Distribution Date (i) on or prior to the Optional Termination Date, 0.660% per annum, and (ii) following the Optional Termination Date, 0.990% per annum. “Class M-6 Pass-Through Rate”: For each Distribution Date, the least of (i) LIBOR as of the related LIBOR Determination Date, plus the Class M-6 Certificate Margin, (ii) the Net WAC Cap and (iii) the Maximum Rate Cap. “Class M-6 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the sum of the Certificate Principal Balances 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) 83.00% and (ii) the Pool Balance as of the last day of the related Collection Period and (B) the Pool Balance as of the last day of the related Collection Period minus the product of 0.50% and the Pool Balance on the Cut-off Date. “Class M-6 Realized Loss Amortization Amount”: As to the Class M-6 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount for the Class M-6 Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of the amounts described in Section 4.02(b)(i) through (xx) hereof, in each case for such Distribution Date. “Class N Certificate”: Any one of the Certificates with an “N” designated on the face thereof substantially in the form annexed hereto as Exhibit C-9, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein.
18 “Class N Notional Amount”: As of any date, the Notional Amount of the Class N Certificates. “Class R Certificate”: The Class R Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-1-1 and evidencing the ownership of the Residual Interest in each of REMIC 1 and REMIC 2. The Class R Certificate represents the ownership of the Class R-1 Interest and Class R-2 Interest. “Class R Excess Interest Amount”: [Reserved.] “Class R Excess Interest Carryforward Amount”: [Reserved.] “Class R-1 Interest”: The uncertificated residual interest in REMIC 1. “Class R-2 Interest”: The uncertificated residual interest in REMIC 2. “Class R-B-1 Interest”: The uncertificated residual interest in REMIC B-1. “Class R-B-2 Interest”: The uncertificated residual interest in REMIC B-2. “Class R-B-3 Interest”: The uncertificated residual interest in REMIC B-3. “Class R-B-4 Interest”: The uncertificated residual interest in REMIC B-4. “Class R-B-5 Interest”: The uncertificated residual interest in REMIC B-5. “Class R-X/N Interest”: The uncertificated residual interest in REMIC X/N. “Class R-X Certificate”: The Class R-X Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-1-2 and evidencing the ownership of the Residual Interest in each of REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5 and REMIC X/N. The Class R-X Certificate represents the ownership of the Class R-B-1 Interest, Class R-B-2 Interest, Class R-B-3 Interest, Class R-B-4 Interest, Class R-B-5 Interest and Class R-X/N Interest. “Class X”: Any one of the Class X Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit C-8, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein. “Class X/N Interest”: An uncertificated interest in the Trust held by the Trustee on behalf of the holders of the Class X and Class N Certificates, representing, for federal income tax purposes, ownership of the REMIC X/N X/N Interest, and which is entitled to all distributions in respect of the REMIC X/N X/N Interest less the amount of any Excess Net WAC Amounts (other than Excess Net WAC Amounts funded from the Reserve Account). “Class X Distributable Amount”: With respect to any Distribution Date, the excess of (i) the aggregate of amounts distributable on the Class X/N Interest for such Distribution Date, over (ii) the aggregate of amounts distributable to the Class N Certificates pursuant to Section 4.02(b). “Closing Date”: September 30, 2005. “Code”: The Internal Revenue Code of 1986, as it may be amended from time to time.
19 “Collection Account”: The account or accounts created and maintained by the Servicer pursuant to Section 3.04, which shall be entitled “Collection Account, Litton Loan Servicing LP, as Servicer for the registered Holders of the 2005-CB6Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB6,” and which must be an Eligible Account. “Collection Period”: With respect to any Distribution Date, the period from the second day of the calendar month preceding the month in which such Distribution Date occurs through the first day of the month in which such Distribution Date occurs. “Combined Loan-to-Value Ratio”: As of any date and Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan as of the Cut-off Date plus the principal balance of any related senior mortgage loan, if any, at origination of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property. “Compensating Interest”: As defined in Section 3.23 hereof. “Condemnation Proceeds”: All awards or settlements in respect of a taking of a Mortgaged Property by exercise of the power of eminent domain or condemnation. “Conventional Mortgage Loan”: Any Mortgage Loan that is not an FHA Loan or VA Loan. “Corporate Trust Office”: With respect to the Trustee, the principal corporate trust office of the Trustee at which at any particular time (a) 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 4 New York Plaza, 6 th Floor, New York, New York, 10004-2477, Attention: Worldwide Securities Services/Global Debt, C-BASS 2005-CB6, and (b) certificates may be presented for transfer and exchange and for purposes of surrender for the final distribution thereon is located at 2001 Bryan Street, 10 th Floor, Dallas, Texas 75201, Attention: Worldwide Securities Services, C-BASS 2005-CB6, or at such other addresses as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer and the Seller. “Corresponding Cap Carryover Certificate” and “Corresponding REMIC 2 Regular Interest”: For any REMIC 2 Regular Interest set forth below, the corresponding Cap Carryover Certificate set forth below, and for any Cap Carryover Certificate set forth below, the corresponding REMIC 2 Regular Interest set forth below:
20
“Custodial Agreement”: The Custodial Agreement, dated as of September 1, 2005, among the Trustee, the Servicer and the Custodian, as the same may be amended or supplemented pursuant to the terms thereof. “Custodian”: The Bank of New York, a New York banking corporation, or any successor custodian appointed pursuant to the terms of the Custodial Agreement. “Cut-off Date”: September 1, 2005. “Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal balance thereof as of the Cut-off Date after application of funds received or advanced on or before such date (or as of the applicable date of substitution with respect to an Eligible Substitute Mortgage Loan). “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. “Defective Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more Eligible Substitute Mortgage Loans. “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 5.02(c) hereof. “Delinquent”: Any Mortgage Loan with respect to which the Monthly Payment and/or any Escrow Payment due on a Due Date is not made by the close of business on the next scheduled Due Date for such Mortgage Loan or any Mortgage Loan with respect to which any Servicing Advances made on or before the Cut-off Date has not been reimbursed by the related Mortgagor.
21 “Depositor”: Merrill Lynch Mortgage Investors, Inc., a Delaware corporation, or any successor in interest. “Depository”: The initial depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York. “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 any Distribution Date, the 10th day of the calendar month in which such Distribution Date occurs or, if such 10th day is not a Business Day, the Business Day immediately preceding such 10th day. “Disqualified Non-U.S. Person”: With respect to a Residual Certificate, any (A) non-U.S. Person or agent thereof or (B) U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person. “Disqualified Organization”: A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any possession of the United States, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur 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. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and a majority of its board of directors is not selected by a governmental unit. The term “United States,” “state” and “international organization” shall have the meanings set forth in Section 7701 of the Code. “Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled “Distribution Account, JPMorgan Chase Bank, National Association, as Trustee, in trust for the registered Holders of 2005-CB6 Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB6” and which must be an Eligible Account. “Distribution Date”: The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in October 2005. “DBRS”: Dominion Bond Rating Service and its successors and if such company shall for any reason no longer perform the functions of a securities rating agency, “DBRS” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Securities and Exchange Commission.
22 “Due Date”: With respect to each Mortgage Loan and any Distribution Date, the day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace period. “Eligible Account”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated “A–2” (or the equivalent) by each of the Rating Agencies at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee. “Eligible Substitute Mortgage Loan”: A mortgage loan substituted for a Defective 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, and not more than 5% less than, the outstanding principal balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Interest Rate, with respect to an adjustable rate Mortgage Loan, not less than the Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1% in excess of the Mortgage Interest Rate of such Defective Mortgage Loan, (iii) if an adjustable rate Mortgage Loan, have a Maximum Loan Rate not less than the Maximum Loan Rate for the Defective Mortgage Loan, (iv) if an adjustable rate Mortgage Loan, have a Minimum Loan Rate not less than the Minimum Loan Rate of the Defective Mortgage Loan, (v) if an adjustable rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Defective Mortgage Loan, (vi) if an adjustable rate Mortgage Loan, have the same Index as the Defective Mortgage Loan, (vii) if an adjustable rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Defective Mortgage Loan, (viii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Defective Mortgage Loan, (ix) be current as of the date of substitution, (x) have a Combined Loan-to-Value Ratio as of the date of substitution equal to or lower than the Combined Loan-to-Value Ratio of the Defective Mortgage Loan as of such date, (xi) have a risk grading determined by the Seller at least equal to the risk grading assigned on the Defective Mortgage Loan, (xii) have been reunderwritten by the Seller in accordance with the same underwriting criteria and guidelines as the Defective Mortgage Loan, (xiii) have the same Due Date as the Defective Mortgage Loan and (xiv) conform to each representation and warranty set forth in Section 2.04 hereof applicable to the Defective Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Defective Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Mortgage Interest Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Interest Rates, the risk gradings described in clause (xi) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (viii) hereof shall be determined on the basis of weighted average remaining term to maturity, the Combined Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xiv) hereof must be satisfied as to each Eligible Substitute Mortgage Loan or in the aggregate, as the case may be.
23 “ERISA”: The Employee Retirement Income Security Act of 1974, as amended. “ERISA-Qualifying Underwriting”: A best efforts or firm commitment underwriting or private placement that would satisfy the requirements of Prohibited Transaction Exemption 90-25, 55 Fed. Reg. 21459 (1990), as amended, granted to the Underwriter by the United States Department of Labor (or any other applicable underwriter’s exemption granted by the United States Department of Labor), except, in relevant part, for the requirement that the certificates have received a rating at the time of acquisition that is in one of the three (or four, in the case of a “designated transaction”) highest generic rating categories by at least one of the Rating Agencies. “ERISA-Restricted Certificate”: The Class M, Class B, Class N, Class X, Class R-X and Class R Certificates and any other Certificate, unless the acquisition and holding of such other Certificate is covered by and exempt under Prohibited Transaction Exemption 90-25, 55 Fed. Reg. 21459 (1990), as amended, granted to the Underwriter by the United States Department of Labor (or any other applicable underwriter’s exemption granted by the United States Department of Labor). “Escrow Account”: The account or accounts created and maintained pursuant to Section 3.06. “Escrow Payments”: The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan. “Estate in Real Property”: A fee simple estate in a parcel of real property. “Excess Net WAC Amounts”: For any Distribution Date and for any of the Class A, Class M and Class B Certificates, the excess, if any, of (1) the amount of interest such Class of Certificates is entitled to receive over (2) the amount of interest such Class of Certificates would have been entitled to receive had the Pass-Through Rate for such Class been the Net Rate (as adjusted, in the case of the Class A-1, Class M, Class B-1, Class B-2 and Class B-3 Certificates, for the actual number of days in the related Interest Accrual Period). “Expense Fee Rate”: The sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate. “Extended Period”: As defined in Section 9.04(b). “Extra Principal Distribution Amount”: As of any Distribution Date, the lesser of (x) the Monthly Excess Cashflow Amount for such Distribution Date and (y) the Overcollateralization Deficiency for such Distribution Date. “FDIC”: Federal Deposit Insurance Corporation or any successor thereto. “Fidelity Bond”: Shall have the meaning assigned thereto in Section 3.12. “Final Maturity Date”: As to each Class of Certificates, the date set forth as such in the Preliminary Statement. “Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller or the Servicer pursuant to or as contemplated by Section 2.03 or 10.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
24 “First Lien Mortgage Loan”: Any of the Mortgage Loans which are secured by a first mortgage lien that is senior to a Second Lien Mortgage Loan on the related Mortgaged Property. “Fitch”: Fitch Ratings and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Securities and Exchange Commission. “Foreclosure Price”: The amount reasonably expected to be received from the sale of the related Mortgaged Property net of any expenses associated with foreclosure proceedings. “Grantor Trust”: That portion of the Trust Fund exclusive of REMIC 1, REMIC 2, REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5 and REMIC X/N which holds (a) the REMIC X/N X/N Interest and (b) the obligation to pay Excess Net WAC Amounts (other than Excess Net WAC Amounts funded from the Reserve Account). “Gross Margin”: With respect to each adjustable rate Mortgage Loan, the fixed percentage, if any, set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Interest Rate for such Mortgage Loan. “HUD”: The United States Department of Housing and Urban Development, or any successor thereto, including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations. “Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, the Servicer and their respective Affiliates, (ii) does not have any direct financial interest in or any material indirect financial interest in the Depositor or the Servicer or any Affiliate thereof, and (iii) is not connected with the Depositor or the Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided , however , that a Person shall not fail to be Independent of the Depositor or the Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the Depositor or the Servicer 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 the Trust Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund 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 percent or more of any Class of Certificates), so long as the Trust Fund does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust Fund 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, which Opinion of Counsel shall be an expense of the Trust Fund, 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.
25 “Index”: With respect to each adjustable rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note. “Initial Certificate Principal Balance”: With respect to any Certificate of a Class other than a Class N, Class X or Residual Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof. “Initial Notional Amount”: With respect to any Class N Certificate, the amount designated “Initial Notional Amount” on the face thereof. “Initial Overcollateralization Amount”: $10,499,839.31. “Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage. “Interest Accrual Period”: With respect to any Distribution Date and (i) with respect to the Class A-1, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, the period from and including the preceding Distribution Date through and including the day prior to the current Distribution Date (or, in the case of the first Distribution Date, the period from the Closing Date through and including October 24, 2005), and (ii) with respect to the Class A-2, Class A-3, Class A-4, Class B-4, Class B-5, Class N and Class X Certificates, the REMIC 1 Regular Interests and the REMIC 2 X/N Interest, the calendar month immediately preceding the month in which such Distribution Date occurs. “Interest Carry Forward Amount”: For any Class of Certificates (other than the Residual Certificates) and any Distribution Date, the sum of (a) the excess, if any, of the Accrued Certificate Interest and any Interest Carry Forward Amount for each Class for the prior Distribution Date, over the amount in respect of interest actually distributed on such Class on such prior Distribution Date and (b) interest on such excess at the applicable Pass-Through Rate (x) with respect to the Class A-1, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3 Certificates, on the basis of the actual number of days elapsed on the basis of a 360-day year since the prior Distribution Date, and (y) with respect to the Class A-2, Class A-3, Class A-4, Class B-4, Class B-5, Class N and Class X Certificates, on the basis of a 360-day year consisting of twelve 30-day months. “Interest Percentage”: With respect to any Class of Certificates and any Distribution Date, the ratio (expressed as a decimal carried to ten places) of the Accrued Certificate Interest for such Class to the sum of the Accrued Certificate Interest for all Classes of Certificates, in each case with respect to such Distribution Date and without regard to shortfalls caused by the Relief Act or similar state law. “Interest Remittance Amount”: As of any Distribution Date, the sum, without duplication, of (i) all interest received by the Servicer on or prior to the related Determination Date for such Distribution Date or advanced with respect to Monthly Payments due during the related Collection Period on the Mortgage Loans (less the Servicing Fee, amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section 6.03), (ii) the portion of any full or partial Principal Prepayment related to interest with respect to an adjustable rate Mortgage Loan received during the related Prepayment Period, (iii) all Compensating Interest paid by the Servicer on the related Determination Date with respect to the Mortgage Loans, (iv) the portion of any payment in connection with any Purchase Price, Net Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds relating to interest with respect to the Mortgage Loans received during the related Prepayment Period, (v) the portion of any Substitution Adjustment Amount relating to interest with respect to the Mortgage Loans received during the related Prepayment Period, (vi) with respect to the related Distribution Date on which the Trust is to be terminated in accordance with the Section 10.01 hereof, that portion of the Termination Price with respect to the Mortgage Loans in respect of interest and (vii) the portion of any Reimbursement Amount or Subsequent Recovery allocable to interest related to the Mortgage Loans received during the related Prepayment Period.
26 “Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any related Collection Period, 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 on a contractual basis for such Collection Period and not previously recovered. “Lender”: As defined in Section 3.30(a) hereof. “LIBOR”: With respect to each Interest Accrual Period, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month United States dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date. If no such quotations are available on an LIBOR Determination Date, LIBOR for the related Interest Accrual Period will be established by the Trustee as follows:
“LIBOR Business Day”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange. “LIBOR Determination Date”: With respect to the Class A-1, Class M, Class B-1, Class B-2 and Class B-3 Certificates, (i) for the first Distribution Date, the second LIBOR Business Day preceding the Closing Date and (ii) for each subsequent Distribution Date, the second LIBOR Business Day prior to the immediately preceding Distribution Date.
27 “Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds and Insurance Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been 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 the Trust Fund by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03 or Section 10.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from the Trust Fund by reason of its being sold or purchased pursuant to Section 3.13 or Section 10.01. “Liquidation Proceeds”: The amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation or (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or otherwise. “Liquidation Report”: The report with respect to a Liquidated Mortgage Loan in such form and containing such information as is agreed to by the Servicer and the Trustee. “Losses”: As defined in Section 9.03. “Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, an affidavit from the Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in the form of Exhibit H hereto. “Majority Certificateholders”: The Holders of Certificates evidencing at least 51% of the Voting Rights. “Majority Class R Certificateholders”: The Holders of Class R Certificates evidencing at least a 51% Percentage Interest in the Class R Certificates. “Marker Interest”: Each of the LT1-A1 Interest, the LT1-A2 Interest, the LT1-A3 Interest, the LT1-A4 Interest, the LT1-M1 Interest, the LT1-M2 Interest, the LT1-M3 Interest, the LT1-M4 Interest, the LT1-M5 Interest, the LT1-M6 Interest, the LT1-B1 Interest, the LT1-B2 Interest, the LT1-B3 Interest, the LT1-B4 Interest and the LT1-B5 Interest. “Maximum Loan Rate”: With respect to each adjustable rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Interest Rate thereunder. “Maximum Rate Cap”: With respect to any Distribution Date, a per annum rate equal to 12 times the quotient of (x) the total scheduled interest that would have accrued on the Mortgage Loans at their maximum lifetime Net Mortgage Interest Rates and (y) the aggregate Principal Balance of the Mortgage Loans (as of the first day of the related Collection Period) expressed in the case of the Class A-1, Class M, Class B-1, Class B-2 and Class B-3 Certificates on the basis of a 360 day year and the actual number of days elapsed in the related Interest Accrual Period.
28 “Minimum Loan Rate”: With respect to each adjustable rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Interest Rate thereunder or if no such percentage is set forth in the related Mortgage Note, the Gross Margin set forth in the related Mortgage Note. “Monthly Excess Cashflow Allocation”: Shall have the meaning assigned thereto in Section 4.02. “Monthly Excess Cashflow Amount”: The sum of the Monthly Excess Interest Amount, the Overcollateralization Release Amount and (without duplication) any portion of the Principal Distribution Amount remaining after principal distributions on the Class A, Class M and Class B Certificates. “Monthly Excess Interest Amount”: With respect to each Distribution Date, the amount, if any, by which the Interest Remittance Amount for such Distribution Date exceeds the aggregate amount distributed on such Distribution Date pursuant to paragraphs (i) through (xiv) under Section 4.01. “Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act or similar state laws; (b) without giving effect to any extension granted or agreed to by the Servicer pursuant to Section 3.01; 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. and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Securities and Exchange Commission. “Mortgage”: The mortgage, deed of trust or other instrument creating a first or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note. “Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement. “Mortgage Interest Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (i) in the case of 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 Interest 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, to equal the sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note and (ii) in the case of each fixed rate Mortgage Loan shall remain constant at the rate set forth in the Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately following the Cut-off Date. 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.
29 “Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule and set forth in Exhibit D attached hereto. “Mortgage Loan Purchase Agreement”: The agreement between the Seller and the Depositor, dated as of September 30, 2005, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor attached hereto as Exhibit G. “Mortgage Loan Schedule”: As of any date (i) with respect to the Mortgage Loans, the list of such Mortgage Loans included in the Trust Fund on such date. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan:
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The Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date, with respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Interest 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 Seller in accordance with the provisions of this Agreement. With respect to any Eligible Substitute Mortgage Loan, 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 indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan. “Mortgage Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof. “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 or multi-family dwelling. “Mortgagor”: The obligor on a Mortgage Note. “Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.
31 “Net Mortgage Interest Rate”: With respect to any Mortgage Loan, the Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate. “Net Rate”: With respect to any Distribution Date, a per annum rate equal to 12 times the quotient of (x) the total scheduled interest on the Mortgage Loans for the related Collection Period at their Net Mortgage Rates and (y) the aggregate Principal Balance of the Mortgage Loans (as of the first day of the related Collection Period). “Net WAC Cap”: With respect to any Distribution Date, a per annum rate equal to 12 times the quotient of (x) the total scheduled interest on the Mortgage Loans for the related Collection Period at the Net Mortgage Interest Rates and (y) the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates, expressed in the case of the Class A-1, Class M, Class B-1, Class B-2 and Class B-3 Certificates on the basis of a 360 day year and the actual number of days elapsed in the related Interest Accrual Period. “Net WAC Carryover Amount”: If on any Distribution Date, the Accrued Certificate Interest for any of the Class A, Class M or Class B Certificates is based upon the Net WAC Cap, the excess of (i) the amount of interest such class would have been entitled to receive on such Distribution Date based on clauses (i) and (iii) only of its Pass-Through Rate over (ii) the amount of interest such class was entitled to receive on such Distribution Date based on the Net WAC Cap, together with the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate (based on clauses (i) and (iii) only of its Pass-Through Rate) on such class). “New Lease”: Any lease of REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease. “Nonrecoverable Advance”: Any Advance or 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, will not or, in the case of a proposed Advance or Servicing Advance, would not be ultimately recoverable from Late Collections on such Mortgage Loan or REO Property as provided herein. “Notional Amount”: With respect to the Class N Certificates, an amount equal to the Original Class N Notional Amount reduced by the aggregate distributions made to the Class N Certificates in respect of the Class N Notional Amount pursuant to Section 4.02(b)(xxxix) or Section 4.02(c). “Offered Certificates”: The Class A and Class M Certificates. “Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), or by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Servicer, the Seller or the Depositor, as applicable. “Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or the Servicer 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.
32 “Optional Termination Date”: The first Distribution Date on which the Servicer may opt to terminate the Mortgage Pool pursuant to Section 10.01. “Original Class N Notional Amount”: The Notional Amount of the Class N Certificates on the Closing Date, as set forth opposite such Class in the Preliminary Statement. “Original Class Certificate Principal Balance”: With respect to each Class of Certificates, the Certificate Principal Balance thereof on the Closing Date, as set forth opposite such Class in the Preliminary Statement, except with respect to the Class N, Class X and Residual Certificates, which have an Original Class Certificate Principal Balance of zero. “Original Notional Amount”: The Original Class N Notional Amount. “Overcollateralization Amount”: As of any Distribution Date, the excess, if any, of (x) the Pool Balance as of the last day of the immediately preceding Collection Period over (y) the aggregate Certificate Principal Balances of the Class A, Class M and Class B Certificates (after taking into account all distributions of principal on such Distribution Date). “Overcollateralization Deficiency”: As of any Distribution Date, the excess, if any, of (x) the Targeted Overcollateralization Amount for such Distribution Date over (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after taking into account the reduction on such Distribution Date of the Certificate Principal Balances of the Class A, Class M and Class B Certificates resulting from the distribution of the Principal Distribution Amount (but not the Extra Principal Distribution Amount) on such Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on such Distribution Date. “Overcollateralization Release Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Class A, Class M and Class B Certificates on such Distribution Date, over (ii) the Targeted Overcollateralization Amount for such Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be 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. “Pass-Through Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class M-1 Pass-Through Rate, the Class M-2 Pass-Through Rate, the Class M-3 Pass-Through Rate, the Class M-4 Pass-Through Rate, the Class M-5 Pass-Through Rate, the Class M-6 Pass-Through Rate, the Class B-1 Pass-Through Rate, the Class B-2 Pass-Through Rate, the Class B-3 Pass-Through Rate, the Class B-4 Pass-Through Rate and the Class B-5 Pass-Through Rate. With respect to the Class N Certificates, the Pass-Through Rate is 4.50% per annum. “Paying Agent”: Any paying agent appointed pursuant to Section 5.05. “Percentage Interest”: With respect to any Certificate (other than a Class N, Class X or Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to a Class N Certificate, the undivided percentage interest obtained by dividing the Initial Notional Amount evidenced by such Certificate by the Original Class N Notional Amount, as the case may be, of such Class. With respect to a Class X or Residual Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such Certificate; provided , however , that the sum of all such percentages for each such Class totals 100%.
33 “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 Interest Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Loan Rate or the Minimum Loan Rate) on such Adjustment Date from the Mortgage Interest 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 or managed by the Depositor, the Servicer, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:
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provided, that (i) 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 and (ii) each such investment must be a “permitted investment” within the meaning of Section 860G(a)(5) of the Code. “Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization or a Disqualified Non-U.S. Person. “Person”: Any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof. “Pool Balance”: As of any date of determination, the aggregate Principal Balance of the Mortgage Loans. “Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was during the related Prepayment Period the subject of a Principal Prepayment in full that was applied by the Servicer to reduce the outstanding principal balance of such loan on a date preceding the related Due Date, an amount equal to interest at the applicable Mortgage Interest Rate (net of the Servicing Fee 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 related Prepayment Period. “Prepayment Period”: With respect to any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. “Primary Insurance Policy”: Each policy of primary guaranty mortgage insurance issued by a Qualified Insurer in effect with respect to any Mortgage Loan, or any replacement policy therefor obtained by the Servicer pursuant to Section 3.08. “Principal Balance”: As to any Mortgage Loan and any day, other than a Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus the sum of (i) all collections and other amounts credited against the principal balance of any such Mortgage Loan, (ii) the principal portion of Advances, (iii) any Deficient Valuation and (iv) any principal reduction resulting from a Servicer Modification. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with respect thereto on or prior to such day.
35 “Principal Distribution Amount”: As to any Distribution Date, the sum of (i) the Principal Remittance Amount minus, for Distribution Dates occurring on and after the Stepdown Date and for which a Trigger Event is not in effect, the Overcollateralization Release Amount, if any, and (ii) the Extra Principal Distribution Amount, if any. “Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment. “Principal Remittance Amount”: With respect to any Distribution Date, to the extent of funds available therefor, the sum (less amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section 6.03) of: (i) each payment of principal on a Mortgage Loan due during the related Collection Period and received by the Servicer on or prior to the related Determination Date, and any Advances with respect thereto, (ii) the portion of all full and partial Principal Prepayments or Insurance Proceeds, Condemnation Proceeds and Subsequent Recoveries allocable to principal received by the Servicer during the related Prepayment Period, (iii) the Net Liquidation Proceeds allocable to principal actually collected by the Servicer during the related Prepayment Period, (iv) with respect to Defective Mortgage Loans repurchased with respect to such Prepayment Period, the portion of the Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts allocable to principal received during the related Prepayment Period and (vi) on the Distribution Date on which the Trust is to be terminated in accordance with Section 10.01 hereof, that portion of the Termination Price in respect of principal. “Private Certificates”: Any of the Class B, Class N, Class X and Residual Certificates. “Property Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are received by the Servicer and are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the Servicer’s servicing procedures, subject to the terms and conditions of the related Mortgage Note and Mortgage. “Proportionate Holder”: A Person that beneficially owns pro rata shares of the Class N and Class X Certificates. “Prospectus Supplement”: That certain Prospectus Supplement dated September 28, 2005 relating to the public offering of the Offered Certificates. “Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by an Officer’s Certificate from the Servicer to the Trustee, an amount equal to the sum of (i) 100% of the 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 Principal Balance at the applicable Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, its fair market value, determined in good faith by the Servicer, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.13, and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, (x) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory and abusive lending law and (y) 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.
36 “Qualified Insurer”: Any insurance company acceptable to Fannie Mae or Freddie Mac. “Rating Agency or Rating Agencies”: Fitch, Moody’s, S&P and DBRS, or their respective successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating organizations as set forth on the most current list of such organizations released by the Securities and Exchange Commission and designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer. “Realized Loss”: With respect to a Liquidated Mortgage Loan, the amount by which the remaining unpaid Principal Balance of the Mortgage Loan plus accrued and unpaid interest thereon at the Mortgage Interest Rate through the last day of the month of liquidation, exceeds the amount of Net Liquidation Proceeds applied to the principal balance of the related Mortgage Loan. With respect to any Mortgage Loan, a Deficient Valuation or a reduction in the Principal Balance thereof resulting from a Servicer Modification. “Realized Loss Amortization Amount”: Any of the Class M-1 Realized Loss Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the Class M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss Amortization Amount, the Class M-5 Realized Loss Amortization Amount, the Class M-6 Realized Loss Amortization Amount, the Class B-1 Realized Loss Amortization Amount, the Class B-2 Realized Loss Amortization Amount, the Class B-3 Realized Loss Amortization Amount, the Class B-4 Realized Loss Amortization Amount and the Class B-5 Realized Loss Amortization Amount. “Record Date”: With respect to Class A-1, Class M, Class B-1, Class B-2 and Class B-3 Certificates, the Business Day immediately preceding such Distribution Date; provided , however , that if any such Certificate becomes a Definitive Certificate, the Record Date for such Certificate shall be the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs. With respect to Class A-2, Class A-3, Class A-4, Class B-4, Class B-5, Class N, Class X, Class R and Class R-X Certificates, the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs or the Closing Date, in the case of the first Distribution Date. “Reference Banks”: Those banks (i) with an established place of business in London, England, (ii) not controlling, under the control of or under common control with the Depositor or the Trustee, (iii) that have been designated as such by the Trustee, after consultation with the Servicer and (iv) that are engaged in transactions in the London interbank market. “Regular Certificate”: Any of the Class N and Class X Certificates. “Regulation S”: Regulation S promulgated under the Securities Act or any successor provision thereto, in each case as the same may be amended from time to time; and all references to any rule, section or subsection of, or definition or term contained in, Regulation S means such rule, section, subsection, definition or term, as the case may be, or any successor thereto, in each case as the same may be amended from time to time.
37 “Regulation S Global Securities”: The Book-Entry Regulation S Global Securities and the Definitive Regulation S Global Securities. “Reimbursement Amount”: As defined in Section 2.03. “Related Documents”: With respect to any Mortgage Loan, the related Mortgage Notes, Mortgages and other related documents. “Relief Act”: The Servicemembers Civil Relief Act and similar state laws. “Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Collection Period as a result of the application of the Relief Act or similar state laws, the amount by which (i) interest collectible on such Mortgage Loan during such Collection Period is less than (ii) one month’s interest on the Principal Balance of such Mortgage Loan at the Mortgage Interest Rate for such Mortgage Loan before giving effect to the application of the Relief Act or similar state laws. “REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code. “REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time. “REMIC Regular Interest”: Any REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC B-1 Regular Interest, REMIC B-2 Regular Interest, REMIC B-3 Regular Interest, REMIC B-4 Regular Interest, REMIC B-5 Regular Interest or REMIC X/N Regular Interest. “REMIC 1”: As defined in the Preliminary Statement. “REMIC 1 Interest”: Each interest in REMIC 1 as described in the Preliminary Statement. “REMIC 1 Regular Interest”: Each REMIC 1 Interest other than the Class R-1 Interest. “REMIC 1 Subordinated Balance Ratio”: [Reserved.] “REMIC 2”: As defined in the Preliminary Statement. “REMIC 2 Interest”: Each of the REMIC 2 Regular Interests and the Class R-2 Interest. “REMIC 2 Regular Interest”: Each of the REMIC 2 A-1 Interest, the REMIC 2 A-2 Interest, the REMIC 2 A-3 Interest, the REMIC 2 A-4 Interest, the REMIC 2 M-1 Interest, the REMIC 2 M-2 Interest, the REMIC 2 M-3 Interest, the REMIC 2 M-4 Interest, the REMIC 2 M-5 Interest, the REMIC 2 M-6 Interest, the REMIC 2 B-1 Interest, the REMIC 2 B-2 Interest, the REMIC 2 B-3 Interest, the REMIC 2 B-4 Interest, the REMIC 2 B-5 Interest and the REMIC 2 X/N Interest. “REMIC 2 A-1 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class A-1 Certificates having the same rights to payments as the Class A1 Certificates other than the right to any payments in respect of Excess Net WAC Amounts.
38 “REMIC 2 A-2 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class A-2 Certificates having the same rights to payments as the Class A-2 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 A-3 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class A-3 Certificates having the same rights to payments as the Class A-3 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 A-4 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class A-4 Certificates having the same rights to payments as the Class A-4 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-1 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-1 Certificates having the same rights to payments as the Class M-1 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-2 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-2 Certificates having the same rights to payments as the Class M-2 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-3 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-3 Certificates having the same rights to payments as the Class M-3 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-4 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-4 Certificates having the same rights to payments as the Class M-4 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-5 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-5 Certificates having the same rights to payments as the Class M-5 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 M-6 Interest”: An uncertificated “regular interest” in REMIC 2 represented by the Class M-6 Certificates having the same rights to payments as the Class M-6 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 B-1 Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC B-1 having the same rights to payments as the Class B-1 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 B-2 Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC B-2 having the same rights to payments as the Class B-2 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 B-3 Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC B-3 having the same rights to payments as the Class B-3 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 B-4 Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC B-4 having the same rights to payments as the Class B-4 Certificates other than the right to any payments in respect of Excess Net WAC Amounts.
39 “REMIC 2 B-5 Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC B-5 having the same rights to payments as the Class B-5 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC 2 X/N Interest”: An uncertificated “regular interest” in REMIC 2 held by REMIC X/N having an initial principal balance equal to the Initial Overcollateralization Amount and bearing interest at the REMIC 2 X/N Interest Distributable Interest Rate on a notional balance equal to the aggregate of the Principal Balance of the Mortgage Loans outstanding as of the beginning of the related Interest Accrual Period. The REMIC 2 X/N Interest shall be entitled to all prepayment penalties (including amounts deposited in connection with the full or partial waiver of such prepayment penalties pursuant to Section 3.01). “REMIC 2 X/N Interest Current Interest”: As of any Distribution Date, the interest accrued during the related Interest Accrual Period at the REMIC 2 X/N Interest Distributable Interest Rate on a notional amount equal to the aggregate of the Principal Balance of the Mortgage Loans outstanding as of the beginning of such Interest Accrual Period (such amount of interest representing a “specified portion” (within the meaning of Treasury Regulations Section 1.860G-1(a)(2)(i)(C)) of interest payments on the REMIC 1 Regular Interests). “REMIC 2 X/N Interest Distributable Interest Rate”: The excess, if any, of (a) the weighted average of the interest rates on the REMIC 1 Regular Interests over (b) two times the weighted average of the interest rates on the Marker Interests and the LT1-X Interest (treating for purposes of this clause (b) the interest rate on each of the Marker Interests as being subject to a cap equal to the Pass-Through Rate (as adjusted to reflect a 30-day accrual period) of the Related Certificate of such Marker Interest (as described in the Preliminary Statement) and treating the interest rate on the LT1-X Interest as being capped at zero). The averages described in the preceding sentence shall be weighted on the basis of the respective principal balances of the relevant REMIC 1 Regular Interests immediately prior to any date of determination. “REMIC B-1”: As defined in the Preliminary Statement. “REMIC B-1 Interest”: Each of the REMIC B-1 Regular Interests and the Class R-B-1 Interest. “REMIC B-1 Regular Interest”: The REMIC B-1 B-1 Interest. “REMIC B-1 B-1 Interest”: An uncertificated “regular interest” in REMIC B-1 represented by the Class B-1 Certificates having the same rights to payments as the Class B-1 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC B-2”: As defined in the Preliminary Statement. “REMIC B-2 Interest”: Each of the REMIC B-2 Regular Interests and the Class R-B-2 Interest. “REMIC B-2 Regular Interest”: The REMIC B-2 B-2 Interest. “REMIC B-2 B-2 Interest”: An uncertificated “regular interest” in REMIC B-2 represented by the Class B-2 Certificates having the same rights to payments as the Class B-2 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC B-3”: As defined in the Preliminary Statement.
40 “REMIC B-3 Interest”: Each of the REMIC B-3 Regular Interests and the Class R-B-3 Interest. “REMIC B-3 Regular Interest”: The REMIC B-3 B-3 Interest. “REMIC B-3 B-3 Interest”: An uncertificated “regular interest” in REMIC B-3 represented by the Class B-3 Certificates having the same rights to payments as the Class B-3 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC B-4”: As defined in the Preliminary Statement. “REMIC B-4 Interest”: Each of the REMIC B-4 Regular Interests and the Class R-B-4 Interest. “REMIC B-4 Regular Interest”: The REMIC B-4 B-4 Interest. “REMIC B-4 B-4 Interest”: An uncertificated “regular interest” in REMIC B-4 represented by the Class B-4 Certificates having the same rights to payments as the Class B-4 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC B-5”: As defined in the Preliminary Statement. “REMIC B-5 Interest”: Each of the REMIC B-5 Regular Interests and the Class R-B-5 Interest. “REMIC B-5 Regular Interest”: The REMIC B-5 B-5 Interest. “REMIC B-5 B-5 Interest”: An uncertificated “regular interest” in REMIC B-5 represented by the Class B-5 Certificates having the same rights to payments as the Class B-5 Certificates other than the right to any payments in respect of Excess Net WAC Amounts. “REMIC X/N”: As defined in the Preliminary Statement. “REMIC X/N Interest”: Each of the REMIC X/N Regular Interests and the Class R-X/N Interest. “REMIC X/N Regular Interest”: The REMIC X/N X/N Interest. “REMIC X/N X/N Interest”: An uncertificated “regular interest” in REMIC X/N held by the Trustee on behalf of the holders of the Class X and Class N Certificates and entitled to all payments in respect of the REMIC 2 X/N Interest. “Remittance Report”: A report prepared by the Servicer and delivered to the Trustee pursuant to Section 4.07, containing the information attached hereto as Exhibit M. “Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code. “REO Disposition”: The sale or other disposition of an REO Property on behalf of the Trust Fund. “REO Principal Amortization”: With respect to any REO Property, for any calendar month, 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 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.13 in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to Section 3.13 for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan.
41 “REO Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.13. “Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto. “Reserve Account”: The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.02(f)(iv) in the name of the Trustee for the benefit of the Trust Fund and designated “JPMorgan Chase Bank, National Association, as trustee, in trust for registered holders of the C-BASS, Mortgage Loan Asset-Backed Certificates, Series 2005-CB6.” Funds in the Reserve Account shall be held in trust for the Trust Fund for the uses and purposes set forth in this Agreement. “Residential Dwelling”: Any one of the following: (i) a one-family dwelling, (ii) a two- to four-family dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium project, (iv) a one-family dwelling in a planned unit development, which is not a co-operative, or (v) a mobile or manufactured home (as defined in 42 United States Code, Section 5402(6)). “Residual Certificates”: The Class R Certificates and the Class R-X Certificates. “Residual Interest”: The sole Class of “residual interests” in each REMIC within the meaning of Section 860G(a)(2) of the Code. “Responsible Officer”: When used with respect to the Trustee, any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and in each case having direct responsibility for the administration of this Agreement. “S&P”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Securities and Exchange Commission. “Second Lien Mortgage Loan”: Any of the Mortgage Loans which are secured by a second mortgage lien that is junior to a First Lien Mortgage Loan on the related Mortgaged Property. “Seller”: Credit-Based Asset Servicing and Securitization LLC, or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement. “Senior Enhancement Percentage”: For any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Certificate Principal Balances of the Subordinated Certificates and (ii) the Overcollateralization Amount, in each case before taking into account the distribution of the Principal Distribution Amount on such Distribution Date by (y) the Pool Balance as of the last day of the related Collection Period. “Senior Specified Enhancement Percentage”: On any date of determination thereof, 43.80%.
42 “Servicer”: Litton Loan Servicing LP, a Delaware limited partnership, or any successor servicer appointed as herein provided, in its capacity as Servicer hereunder. “Servicer Affiliate”: A Person (i) controlling, controlled by or under common control with the Servicer or which is 50% or more owned by the Servicer and (ii) which is qualified to service residential mortgage loans. “Servicer Event of Termination”: One or more of the events described in Section 7.01. “Servicer Modification”: A modification to the terms of a Mortgage Loan, in accordance with the terms of Section 3.01, as to which the Mortgagor is in default or as to which, in the judgment of the Servicer, default is reasonably foreseeable. “Servicer Remittance Date”: With respect to any Distribution Date, one Business Day prior to such Distribution Date. “Servicer’s Assignee”: As defined in Section 3.30(b) hereof. “Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Servicer in the performance of its servicing obligations to the extent such costs or expenses constitute “unanticipated expenses” within the meaning of Treasury Regulations 1.860G-1(b)(3)(ii), including, but not limited to, the cost of (i) the preservation, restoration and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Section 3.08. “Servicing Fee”: With respect to each Mortgage Loan (including each REO Property) and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. “Servicing Fee Rate”: With respect to each Mortgage Loan, 0.50% per annum. “Servicing Officer”: Any officer of the 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 to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended. “Servicing Rights Pledgee”: One or more lenders, selected by the Servicer, to which the Servicer may pledge and assign all of its right, title and interest in, to and under this Agreement, including JPMorgan Chase Bank, National Association, as the representative of certain lenders. “Servicing Standard”: Shall mean the standards set forth in Section 3.01. “Special Hazard Loss”: Any Realized Losses that result from direct physical damage to Mortgaged Properties caused by natural disasters and other hazards (i) which are not covered by hazard insurance policies (such as earthquakes) and (ii) for which claims have been submitted and rejected by the related hazard insurer and any shortfall in insurance proceeds for partial damage due to the application of the co-insurance clauses contained in hazard insurance policies.
43 “SPV”: As defined in Section 3.30(a) hereof. “Startup Day”: As defined in Section 9.01(b) hereof. “Stayed Funds”: Any payment required to be made under the terms of the Certificates and this Agreement but which is not remitted by the Servicer because the Servicer is the subject of a proceeding under the Bankruptcy Code and the making of such remittance is prohibited by Section 362 of the Bankruptcy Code. “Stepdown Date”: The later to occur of (x) the earlier to occur of (A) the Distribution Date in October 2008 and (B) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates is reduced to zero, and (y) the first Distribution Date on which the Senior Enhancement Percentage is greater than or equal to the Senior Specified Enhancement Percentage. “Subordinated Certificates”: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class N, Class X, Class R and Class R-X Certificates. “Subsequent Overcollateralization Amount”: As of any Distribution Date, after the application of principal payments and Applied Realized Loss Amounts, an amount equal to the excess, if any of (a) the Pool Balance over (b) the sum of (i) the Certificate Principal Balance of each Class of Class A, Class M and Class B Certificates and (ii) the remaining Initial Overcollateralization Amount. “Subsequent Recovery”: Any amount received on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan. “Substitution Adjustment Amount”: As defined in Section 2.03(d) hereof. “Targeted Overcollateralization Amount”: As of any Distribution Date, (x) prior to the Stepdown Date, 2.10% of the Pool Balance on the Cut-off Date and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred, the lesser of (a) 2.10% of the Pool Balance on the Cut-off Date and (b) the greater of (A) 4.20% of the Pool Balance as of the last day of the related Collection Period and (B) 0.50% of the Pool Balance on the Cut-off Date and (ii) if a Trigger Event has occurred, the Targeted Overcollateralization Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A, Class M and Class B Certificates to zero, the Targeted Overcollateralizat | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||