BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor,
EMC MORTGAGE CORPORATION,
Seller and Master
Servicer,
and
LASALLE BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of September 1,
2005
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-HE9
ASSET-BACKED CERTIFICATES, SERIES
2005-HE9
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
|
Section 2.01
|
Conveyance of Trust Fund.
|
|
Section 2.02
|
Acceptance of the Mortgage Loans.
|
|
Section 2.03
|
Representations, Warranties and Covenants of the
Master Servicer and EMC as a Seller.
|
|
Section 2.04
|
Representations and Warranties of the
Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in Connection
with Substitutions and Repurchases.
|
|
Section 2.06
|
Countersignature and Delivery of
Certificates.
|
|
Section 2.07
|
Conveyance of the Subsequent Mortgage
Loans.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE
MORTGAGE LOANS
|
Section 3.01
|
The Master Servicer to act as Master
Servicer.
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.03
|
Subservicers.
|
|
Section 3.04
|
Documents, Records and Funds in Possession of
the Master Servicer To Be Held for Trustee.
|
|
Section 3.05
|
Maintenance of Hazard Insurance.
|
|
Section 3.06
|
Presentment of Claims and Collection of
Proceeds.
|
|
Section 3.07
|
Maintenance of the Primary Mortgage Insurance
Policies.
|
|
Section 3.08
|
Fidelity Bond, Errors and Omissions
Insurance.
|
|
Section 3.09
|
Realization Upon Defaulted Mortgage Loans;
Determination of Excess Liquidation Proceeds and Realized Losses;
Repurchases of Certain Mortgage Loans.
|
|
Section 3.10
|
Servicing Compensation.
|
|
Section 3.11
|
REO Property.
|
|
Section 3.12
|
Liquidation Reports.
|
|
Section 3.13
|
Annual Certificate as to Compliance.
|
|
Section 3.14
|
Annual Independent Certified Public
Accountants’ Servicing Report.
|
|
Section 3.15
|
Books and Records.
|
|
Section 3.16
|
Reports Filed with Securities and Exchange
Commission.
|
|
Section 3.17
|
UCC.
|
|
Section 3.18
|
Optional Purchase of Certain Mortgage
Loans.
|
|
Section 3.19
|
Obligations of the Master Servicer in Respect of
Mortgage Rates and Scheduled Payments.
|
|
Section 3.20
|
Reserve Fund; Payments to and from Swap
Administrator.
|
|
Section 3.21
|
Tax Treatment of Class IO Distribution Amounts
in the Event of Resecuritization of Class A Certificates or Class M
Certificates.
|
|
Section 3.22
|
Advancing Facility.
|
|
Section 3.23
|
Special Servicer.
|
ARTICLE IV
ACCOUNTS
|
Section 4.01
|
Collection of Mortgage Loan Payments; Protected
Account.
|
|
Section 4.02
|
Permitted Withdrawals From the Protected
Account.
|
|
Section 4.03
|
Collection of Taxes; Assessments and Similar
Items; Escrow Accounts.
|
|
Section 4.04
|
Distribution Account.
|
|
Section 4.05
|
Permitted Withdrawals and Transfers from the
Distribution Account.
|
|
Section 4.06
|
Class P Certificate Account.
|
|
Section 4.07
|
Pre-Funding Account.
|
|
Section 4.08
|
Interest Coverage Account.
|
ARTICLE V
DISTRIBUTIONS AND
ADVANCES
|
Section 5.01
|
Advances.
|
|
Section 5.02
|
Compensating Interest Payments.
|
|
Section 5.03
|
REMIC Distributions.
|
|
Section 5.04
|
Distributions.
|
|
Section 5.05
|
Allocation of Realized Losses.
|
|
Section 5.06
|
Monthly Statements to
Certificateholders.
|
|
Section 5.07
|
REMIC Designations and REMIC
Distributions.
|
|
Section 5.08
|
Policy Matters.
|
ARTICLE VI
THE CERTIFICATES
|
Section 6.01
|
The Certificates.
|
|
Section 6.02
|
Certificate Register; Registration of Transfer
and Exchange of Certificates.
|
|
Section 6.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
Section 6.04
|
Persons Deemed Owners.
|
|
Section 6.05
|
Access to List of Certificateholders’
Names and Addresses.
|
|
Section 6.06
|
Book-Entry Certificates.
|
|
Section 6.07
|
Notices to Depository.
|
|
Section 6.08
|
Definitive Certificates.
|
|
Section 6.09
|
Maintenance of Office or Agency.
|
ARTICLE VII
THE DEPOSITOR AND THE MASTER
SERVICER
|
Section 7.01
|
Liabilities of the Depositor and the Master
Servicer.
|
|
Section 7.02
|
Merger or Consolidation of the Depositor or the
Master Servicer.
|
|
Section 7.03
|
Indemnification of the Trustee and the Master
Servicer.
|
|
Section 7.04
|
Limitations on Liability of the Depositor, the
Master Servicer and Others
|
|
Section 7.05
|
Master Servicer Not to Resign
|
|
Section 7.06
|
Successor Master Servicer
|
|
Section 7.07
|
Sale and Assignment of Master
Servicing
|
|
Section 7.08
|
Duties of the Credit Risk Manager.
|
|
Section 7.09
|
Limitation Upon Liability of the Credit Risk
Manager.
|
|
Section 7.10
|
Removal of the Credit Risk Manager.
|
ARTICLE VIII
DEFAULT; TERMINATION OF MASTER
SERVICER
|
Section 8.01
|
Events of Default.
|
|
Section 8.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 8.03
|
Notification to Certificateholders.
|
|
Section 8.04
|
Waiver of Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE
|
Section 9.01
|
Duties of Trustee.
|
|
Section 9.02
|
Certain Matters Affecting the
Trustee.
|
|
Section 9.03
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
|
Section 9.04
|
Trustee May Own Certificates.
|
|
Section 9.05
|
Trustee’s Fees and Expenses.
|
|
Section 9.06
|
Eligibility Requirements for Trustee.
|
|
Section 9.07
|
Insurance.
|
|
Section 9.08
|
Resignation and Removal of Trustee.
|
|
Section 9.09
|
Successor Trustee.
|
|
Section 9.10
|
Merger or Consolidation of Trustee.
|
|
Section 9.11
|
Appointment of Co-Trustee or Separate
Trustee.
|
|
Section 9.12
|
Tax Matters.
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or Repurchase of
all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
Section 10.03
|
Additional Termination Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03
|
Governing Law.
|
|
Section 11.04
|
Intention of Parties.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of Provisions.
|
|
Section 11.07
|
Assignment.
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Inspection and Audit Rights.
|
|
Section 11.10
|
Certificates Nonassessable and Fully
Paid.
|
|
Section 11.11
|
Third Party Rights.
|
|
Section 11.12
|
Certificate Insurer Rights.
|
Exhibits
|
Exhibit A-1
|
Form of Class A Certificates
|
|
Exhibit A-2
|
Form of Class M Certificates
|
|
Exhibit A-3
|
Form of Class P Certificates
|
|
Exhibit A-4
|
Form of Class CE Certificates
|
|
Exhibit A-5
|
Form of Class R Certificates
|
|
Exhibit B
|
Mortgage Loan Schedule
|
|
Exhibit C
|
Form of Transfer Affidavit
|
|
Exhibit D
|
Form of Transferor Certificate
|
|
Exhibit E
|
Form of Investment Letter (Non-Rule
144A)
|
|
Exhibit F
|
Form of Rule 144A and Related Matters
Certificate
|
|
Exhibit G
|
Form of Request for Release
|
|
Exhibit H
|
DTC Letter of Representations
|
|
Exhibit I
|
Schedule of Mortgage Loans with Lost
Notes
|
|
Exhibit J
|
Form of Custodial Agreement
|
|
Exhibit K
|
Form of Back-Up Certification
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit M
|
Swap Agreement
|
|
Exhibit N
|
Special Servicer Delinquency Triggers
|
|
Exhibit O
|
Form of Subsequent Mortgage Loan Purchase
Agreement
|
|
Exhibit P
|
Form of Subsequent Transfer
Instrument
|
|
Exhibit Q
|
Form of Class II-A-2 Policy
|
POOLING AND SERVICING AGREEMENT,
dated as of September 1, 2005, among BEAR STEARNS ASSET BACKED
SECURITIES I LLC, a Delaware limited liability company, as
depositor (the “Depositor”), EMC MORTGAGE CORPORATION,
a Delaware corporation, as a seller (in such capacity, a
“Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates. On or prior to the Closing Date, the Depositor
acquired the Initial Mortgage Loans from the Seller. On the Closing
Date, the Depositor will sell the Initial Mortgage Loans and
certain other property to the Trust Fund and receive in
consideration therefor Certificates evidencing the entire
beneficial ownership interest in the Trust Fund. On or prior to any
Subsequent Transfer Date, the Depositor acquired the Subsequent
Mortgage Loans, which will be sold to the Trust on the related
Subsequent Transfer Date.
REMIC I
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Reserve Fund, the Pre-Funding Account,
the Interest Coverage Account and, for the avoidance of doubt, the
Swap Agreement, the Swap Account and any rights or obligations in
respect of the Swap Administration Agreement) as a REMIC (as
defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
I”. The Class R-1 Certificates will be the sole class of
Residual Interests (as defined herein) in REMIC I for purposes of
the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance
and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I Regular Interests (as defined
herein). None of the REMIC I Regular Interests will be
certificated.
|
|
Uncertificated REMIC I
Pass-Through Rate
|
Initial Uncertificated Principal
Balance
|
Latest Possible Maturity Date (1)
|
|
I-1-A
|
Variable(2)
|
$
|
6,504,163.13
|
October 25, 2035
|
|
I-1-B
|
Variable(2)
|
$
|
6,504,163.13
|
October 25, 2035
|
|
I-2-A
|
Variable(2)
|
$
|
7,630,897.06
|
October 25, 2035
|
|
I-2-B
|
Variable(2)
|
$
|
7,630,897.06
|
October 25, 2035
|
|
I-3-A
|
Variable(2)
|
$
|
8,735,561.93
|
October 25, 2035
|
|
I-3-B
|
Variable(2)
|
$
|
8,735,561.93
|
October 25, 2035
|
|
I-4-A
|
Variable(2)
|
$
|
9,808,437.92
|
October 25, 2035
|
|
I-4-B
|
Variable(2)
|
$
|
9,808,437.92
|
October 25, 2035
|
|
I-5-A
|
Variable(2)
|
$
|
10,838,637.00
|
October 25, 2035
|
|
I-5-B
|
Variable(2)
|
$
|
10,838,637.00
|
October 25, 2035
|
|
I-6-A
|
Variable(2)
|
$
|
11,815,419.66
|
October 25, 2035
|
|
I-6-B
|
Variable(2)
|
$
|
11,815,419.66
|
October 25, 2035
|
|
I-7-A
|
Variable(2)
|
$
|
12,730,772.07
|
October 25, 2035
|
|
I-7-B
|
Variable(2)
|
$
|
12,730,772.07
|
October 25, 2035
|
|
I-8-A
|
Variable(2)
|
$
|
13,462,261.43
|
October 25, 2035
|
|
I-8-B
|
Variable(2)
|
$
|
13,462,261.43
|
October 25, 2035
|
|
I-9-A
|
Variable(2)
|
$
|
13,030,614.94
|
October 25, 2035
|
|
I-9-B
|
Variable(2)
|
$
|
13,030,614.94
|
October 25, 2035
|
|
I-10-A
|
Variable(2)
|
$
|
12,488,232.01
|
October 25, 2035
|
|
I-10-B
|
Variable(2)
|
$
|
12,488,232.01
|
October 25, 2035
|
|
I-11-A
|
Variable(2)
|
$
|
11,966,927.38
|
October 25, 2035
|
|
I-11-B
|
Variable(2)
|
$
|
11,966,927.38
|
October 25, 2035
|
|
I-12-A
|
Variable(2)
|
$
|
11,468,061.62
|
October 25, 2035
|
|
I-12-B
|
Variable(2)
|
$
|
11,468,061.62
|
October 25, 2035
|
|
I-13-A
|
Variable(2)
|
$
|
10,990,622.25
|
October 25, 2035
|
|
I-13-B
|
Variable(2)
|
$
|
10,990,622.25
|
October 25, 2035
|
|
I-14-A
|
Variable(2)
|
$
|
10,533,677.11
|
October 25, 2035
|
|
I-14-B
|
Variable(2)
|
$
|
10,533,677.11
|
October 25, 2035
|
|
I-15-A
|
Variable(2)
|
$
|
10,096,356.06
|
October 25, 2035
|
|
I-15-B
|
Variable(2)
|
$
|
10,096,356.06
|
October 25, 2035
|
|
I-16-A
|
Variable(2)
|
$
|
9,677,777.17
|
October 25, 2035
|
|
I-16-B
|
Variable(2)
|
$
|
9,677,777.17
|
October 25, 2035
|
|
I-17-A
|
Variable(2)
|
$
|
9,277,110.84
|
October 25, 2035
|
|
I-17-B
|
Variable(2)
|
$
|
9,277,110.84
|
October 25, 2035
|
|
I-18-A
|
Variable(2)
|
$
|
8,893,570.37
|
October 25, 2035
|
|
I-18-B
|
Variable(2)
|
$
|
8,893,570.37
|
October 25, 2035
|
|
I-19-A
|
Variable(2)
|
$
|
8,526,402.36
|
October 25, 2035
|
|
I-19-B
|
Variable(2)
|
$
|
8,526,402.36
|
October 25, 2035
|
|
I-20-A
|
Variable(2)
|
$
|
8,175,468.24
|
October 25, 2035
|
|
I-20-B
|
Variable(2)
|
$
|
8,175,468.24
|
October 25, 2035
|
|
I-21-A
|
Variable(2)
|
$
|
7,882,589.79
|
October 25, 2035
|
|
I-21-B
|
Variable(2)
|
$
|
7,882,589.79
|
October 25, 2035
|
|
I-22-A
|
Variable(2)
|
$
|
7,553,917.54
|
October 25, 2035
|
|
I-22-B
|
Variable(2)
|
$
|
7,553,917.54
|
October 25, 2035
|
|
I-23-A
|
Variable(2)
|
$
|
7,216,257.53
|
October 25, 2035
|
|
I-23-B
|
Variable(2)
|
$
|
7,216,257.53
|
October 25, 2035
|
|
I-24-A
|
Variable(2)
|
$
|
124,843,317.36
|
October 25, 2035
|
|
I-24-B
|
Variable(2)
|
$
|
124,843,317.36
|
October 25, 2035
|
|
I-25-A
|
Variable(2)
|
$
|
1,741,206.99
|
October 25, 2035
|
|
I-25-B
|
Variable(2)
|
$
|
1,741,206.99
|
October 25, 2035
|
|
I-26-A
|
Variable(2)
|
$
|
1,679,269.42
|
October 25, 2035
|
|
I-26-B
|
Variable(2)
|
$
|
1,679,269.42
|
October 25, 2035
|
|
I-27-A
|
Variable(2)
|
$
|
1,619,612.26
|
October 25, 2035
|
|
I-27-B
|
Variable(2)
|
$
|
1,619,612.26
|
October 25, 2035
|
|
I-28-A
|
Variable(2)
|
$
|
1,562,148.14
|
October 25, 2035
|
|
I-28-B
|
Variable(2)
|
$
|
1,562,148.14
|
October 25, 2035
|
|
I-29-A
|
Variable(2)
|
$
|
1,506,793.26
|
October 25, 2035
|
|
I-29-B
|
Variable(2)
|
$
|
1,506,793.26
|
October 25, 2035
|
|
I-30-A
|
Variable(2)
|
$
|
1,453,467.11
|
October 25, 2035
|
|
I-30-B
|
Variable(2)
|
$
|
1,453,467.11
|
October 25, 2035
|
|
I-31-A
|
Variable(2)
|
$
|
1,402,092.39
|
October 25, 2035
|
|
I-31-B
|
Variable(2)
|
$
|
1,402,092.39
|
October 25, 2035
|
|
I-32-A
|
Variable(2)
|
$
|
1,352,766.67
|
October 25, 2035
|
|
I-32-B
|
Variable(2)
|
$
|
1,352,766.67
|
October 25, 2035
|
|
I-33-A
|
Variable(2)
|
$
|
1,306,872.40
|
October 25, 2035
|
|
I-33-B
|
Variable(2)
|
$
|
1,306,872.40
|
October 25, 2035
|
|
I-34-A
|
Variable(2)
|
$
|
1,262,114.75
|
October 25, 2035
|
|
I-34-B
|
Variable(2)
|
$
|
1,262,114.75
|
October 25, 2035
|
|
I-35-A
|
Variable(2)
|
$
|
1,214,998.78
|
October 25, 2035
|
|
I-35-B
|
Variable(2)
|
$
|
1,214,998.78
|
October 25, 2035
|
|
I-36-A
|
Variable(2)
|
$
|
12,222,619.51
|
October 25, 2035
|
|
I-36-B
|
Variable(2)
|
$
|
12,222,619.51
|
October 25, 2035
|
|
I-37-A
|
Variable(2)
|
$
|
697,944.04
|
October 25, 2035
|
|
I-37-B
|
Variable(2)
|
$
|
697,944.04
|
October 25, 2035
|
|
I-38-A
|
Variable(2)
|
$
|
675,928.35
|
October 25, 2035
|
|
I-38-B
|
Variable(2)
|
$
|
675,928.35
|
October 25, 2035
|
|
I-39-A
|
Variable(2)
|
$
|
654,603.29
|
October 25, 2035
|
|
I-39-B
|
Variable(2)
|
$
|
654,603.29
|
October 25, 2035
|
|
I-40-A
|
Variable(2)
|
$
|
633,947.24
|
October 25, 2035
|
|
I-40-B
|
Variable(2)
|
$
|
633,947.24
|
October 25, 2035
|
|
I-41-A
|
Variable(2)
|
$
|
613,939.34
|
October 25, 2035
|
|
I-41-B
|
Variable(2)
|
$
|
613,939.34
|
October 25, 2035
|
|
I-42-A
|
Variable(2)
|
$
|
594,559.33
|
October 25, 2035
|
|
I-42-B
|
Variable(2)
|
$
|
594,559.33
|
October 25, 2035
|
|
I-43-A
|
Variable(2)
|
$
|
575,787.58
|
October 25, 2035
|
|
I-43-B
|
Variable(2)
|
$
|
575,787.58
|
October 25, 2035
|
|
I-44-A
|
Variable(2)
|
$
|
557,605.09
|
October 25, 2035
|
|
I-44-B
|
Variable(2)
|
$
|
557,605.09
|
October 25, 2035
|
|
I-45-A
|
Variable(2)
|
$
|
539,993.45
|
October 25, 2035
|
|
I-45-B
|
Variable(2)
|
$
|
539,993.45
|
October 25, 2035
|
|
I-46-A
|
Variable(2)
|
$
|
522,934.81
|
October 25, 2035
|
|
I-46-B
|
Variable(2)
|
$
|
522,934.81
|
October 25, 2035
|
|
I-47-A
|
Variable(2)
|
$
|
506,411.88
|
October 25, 2035
|
|
I-47-B
|
Variable(2)
|
$
|
506,411.88
|
October 25, 2035
|
|
I-48-A
|
Variable(2)
|
$
|
490,407.92
|
October 25, 2035
|
|
I-48-B
|
Variable(2)
|
$
|
490,407.92
|
October 25, 2035
|
|
I-49-A
|
Variable(2)
|
$
|
474,906.71
|
October 25, 2035
|
|
I-49-B
|
Variable(2)
|
$
|
474,906.71
|
October 25, 2035
|
|
I-50-A
|
Variable(2)
|
$
|
459,892.52
|
October 25, 2035
|
|
I-50-B
|
Variable(2)
|
$
|
459,892.52
|
October 25, 2035
|
|
I-51-A
|
Variable(2)
|
$
|
445,350.11
|
October 25, 2035
|
|
I-51-B
|
Variable(2)
|
$
|
445,350.11
|
October 25, 2035
|
|
I-52-A
|
Variable(2)
|
$
|
431,264.73
|
October 25, 2035
|
|
I-52-B
|
Variable(2)
|
$
|
431,264.73
|
October 25, 2035
|
|
I-53-A
|
Variable(2)
|
$
|
417,622.10
|
October 25, 2035
|
|
I-53-B
|
Variable(2)
|
$
|
417,622.10
|
October 25, 2035
|
|
I-54-A
|
Variable(2)
|
$
|
404,408.35
|
October 25, 2035
|
|
I-54-B
|
Variable(2)
|
$
|
404,408.35
|
October 25, 2035
|
|
I-55-A
|
Variable(2)
|
$
|
391,610.08
|
October 25, 2035
|
|
I-55-B
|
Variable(2)
|
$
|
391,610.08
|
October 25, 2035
|
|
I-56-A
|
Variable(2)
|
$
|
379,340.27
|
October 25, 2035
|
|
I-56-B
|
Variable(2)
|
$
|
379,340.27
|
October 25, 2035
|
|
I-57-A
|
Variable(2)
|
$
|
367,806.21
|
October 25, 2035
|
|
I-57-B
|
Variable(2)
|
$
|
367,806.21
|
October 25, 2035
|
|
I-58-A
|
Variable(2)
|
$
|
356,144.36
|
October 25, 2035
|
|
I-58-B
|
Variable(2)
|
$
|
356,144.36
|
October 25, 2035
|
|
I-59-A
|
Variable(2)
|
$
|
344,849.79
|
October 25, 2035
|
|
I-59-B
|
Variable(2)
|
$
|
344,849.79
|
October 25, 2035
|
|
I-60-A
|
Variable(2)
|
$
|
10,427,226.53
|
October 25, 2035
|
|
I-60-B
|
Variable(2)
|
$
|
10,427,226.53
|
October 25, 2035
|
|
II-1-A
|
Variable(2)
|
$
|
2,771,648.98
|
October 25, 2035
|
|
II-1-B
|
Variable(2)
|
$
|
2,771,648.98
|
October 25, 2035
|
|
II-2-A
|
Variable(2)
|
$
|
3,251,789.29
|
October 25, 2035
|
|
II-2-B
|
Variable(2)
|
$
|
3,251,789.29
|
October 25, 2035
|
|
II-3-A
|
Variable(2)
|
$
|
3,722,525.22
|
October 25, 2035
|
|
II-3-B
|
Variable(2)
|
$
|
3,722,525.22
|
October 25, 2035
|
|
II-4-A
|
Variable(2)
|
$
|
4,179,714.81
|
October 25, 2035
|
|
II-4-B
|
Variable(2)
|
$
|
4,179,714.81
|
October 25, 2035
|
|
II-5-A
|
Variable(2)
|
$
|
4,618,718.28
|
October 25, 2035
|
|
II-5-B
|
Variable(2)
|
$
|
4,618,718.28
|
October 25, 2035
|
|
II-6-A
|
Variable(2)
|
$
|
5,034,959.17
|
October 25, 2035
|
|
II-6-B
|
Variable(2)
|
$
|
5,034,959.17
|
October 25, 2035
|
|
II-7-A
|
Variable(2)
|
$
|
5,425,022.51
|
October 25, 2035
|
|
II-7-B
|
Variable(2)
|
$
|
5,425,022.51
|
October 25, 2035
|
|
II-8-A
|
Variable(2)
|
$
|
5,736,735.44
|
October 25, 2035
|
|
II-8-B
|
Variable(2)
|
$
|
5,736,735.44
|
October 25, 2035
|
|
II-9-A
|
Variable(2)
|
$
|
5,552,795.93
|
October 25, 2035
|
|
II-9-B
|
Variable(2)
|
$
|
5,552,795.93
|
October 25, 2035
|
|
II-10-A
|
Variable(2)
|
$
|
5,321,667.80
|
October 25, 2035
|
|
II-10-B
|
Variable(2)
|
$
|
5,321,667.80
|
October 25, 2035
|
|
II-11-A
|
Variable(2)
|
$
|
5,099,521.85
|
October 25, 2035
|
|
II-11-B
|
Variable(2)
|
$
|
5,099,521.85
|
October 25, 2035
|
|
II-12-A
|
Variable(2)
|
$
|
4,886,937.89
|
October 25, 2035
|
|
II-12-B
|
Variable(2)
|
$
|
4,886,937.89
|
October 25, 2035
|
|
II-13-A
|
Variable(2)
|
$
|
4,683,484.45
|
October 25, 2035
|
|
II-13-B
|
Variable(2)
|
$
|
4,683,484.45
|
October 25, 2035
|
|
II-14-A
|
Variable(2)
|
$
|
4,488,764.32
|
October 25, 2035
|
|
II-14-B
|
Variable(2)
|
$
|
4,488,764.32
|
October 25, 2035
|
|
II-15-A
|
Variable(2)
|
$
|
4,302,406.68
|
October 25, 2035
|
|
II-15-B
|
Variable(2)
|
$
|
4,302,406.68
|
October 25, 2035
|
|
II-16-A
|
Variable(2)
|
$
|
4,124,035.74
|
October 25, 2035
|
|
II-16-B
|
Variable(2)
|
$
|
4,124,035.74
|
October 25, 2035
|
|
II-17-A
|
Variable(2)
|
$
|
3,953,297.95
|
October 25, 2035
|
|
II-17-B
|
Variable(2)
|
$
|
3,953,297.95
|
October 25, 2035
|
|
II-18-A
|
Variable(2)
|
$
|
3,789,858.08
|
October 25, 2035
|
|
II-18-B
|
Variable(2)
|
$
|
3,789,858.08
|
October 25, 2035
|
|
II-19-A
|
Variable(2)
|
$
|
3,633,395.09
|
October 25, 2035
|
|
II-19-B
|
Variable(2)
|
$
|
3,633,395.09
|
October 25, 2035
|
|
II-20-A
|
Variable(2)
|
$
|
3,483,849.92
|
October 25, 2035
|
|
II-20-B
|
Variable(2)
|
$
|
3,483,849.92
|
October 25, 2035
|
|
II-21-A
|
Variable(2)
|
$
|
3,359,044.28
|
October 25, 2035
|
|
II-21-B
|
Variable(2)
|
$
|
3,359,044.28
|
October 25, 2035
|
|
II-22-A
|
Variable(2)
|
$
|
3,218,985.66
|
October 25, 2035
|
|
II-22-B
|
Variable(2)
|
$
|
3,218,985.66
|
October 25, 2035
|
|
II-23-A
|
Variable(2)
|
$
|
3,075,097.04
|
October 25, 2035
|
|
II-23-B
|
Variable(2)
|
$
|
3,075,097.04
|
October 25, 2035
|
|
II-24-A
|
Variable(2)
|
$
|
53,200,057.55
|
October 25, 2035
|
|
II-24-B
|
Variable(2)
|
$
|
53,200,057.55
|
October 25, 2035
|
|
II-25-A
|
Variable(2)
|
$
|
741,988.55
|
October 25, 2035
|
|
II-25-B
|
Variable(2)
|
$
|
741,988.55
|
October 25, 2035
|
|
II-26-A
|
Variable(2)
|
$
|
715,594.81
|
October 25, 2035
|
|
II-26-B
|
Variable(2)
|
$
|
715,594.81
|
October 25, 2035
|
|
II-27-A
|
Variable(2)
|
$
|
690,172.83
|
October 25, 2035
|
|
II-27-B
|
Variable(2)
|
$
|
690,172.83
|
October 25, 2035
|
|
II-28-A
|
Variable(2)
|
$
|
665,685.38
|
October 25, 2035
|
|
II-28-B
|
Variable(2)
|
$
|
665,685.38
|
October 25, 2035
|
|
II-29-A
|
Variable(2)
|
$
|
642,096.75
|
October 25, 2035
|
|
II-29-B
|
Variable(2)
|
$
|
642,096.75
|
October 25, 2035
|
|
II-30-A
|
Variable(2)
|
$
|
619,372.63
|
October 25, 2035
|
|
II-30-B
|
Variable(2)
|
$
|
619,372.63
|
October 25, 2035
|
|
II-31-A
|
Variable(2)
|
$
|
597,480.09
|
October 25, 2035
|
|
II-31-B
|
Variable(2)
|
$
|
597,480.09
|
October 25, 2035
|
|
II-32-A
|
Variable(2)
|
$
|
576,460.69
|
October 25, 2035
|
|
II-32-B
|
Variable(2)
|
$
|
576,460.69
|
October 25, 2035
|
|
II-33-A
|
Variable(2)
|
$
|
556,903.55
|
October 25, 2035
|
|
II-33-B
|
Variable(2)
|
$
|
556,903.55
|
October 25, 2035
|
|
II-34-A
|
Variable(2)
|
$
|
537,830.77
|
October 25, 2035
|
|
II-34-B
|
Variable(2)
|
$
|
537,830.77
|
October 25, 2035
|
|
II-35-A
|
Variable(2)
|
$
|
517,753.02
|
October 25, 2035
|
|
II-35-B
|
Variable(2)
|
$
|
517,753.02
|
October 25, 2035
|
|
II-36-A
|
Variable(2)
|
$
|
5,208,481.12
|
October 25, 2035
|
|
II-36-B
|
Variable(2)
|
$
|
5,208,481.12
|
October 25, 2035
|
|
II-37-A
|
Variable(2)
|
$
|
297,418.11
|
October 25, 2035
|
|
II-37-B
|
Variable(2)
|
$
|
297,418.11
|
October 25, 2035
|
|
II-38-A
|
Variable(2)
|
$
|
288,036.46
|
October 25, 2035
|
|
II-38-B
|
Variable(2)
|
$
|
288,036.46
|
October 25, 2035
|
|
II-39-A
|
Variable(2)
|
$
|
278,949.11
|
October 25, 2035
|
|
II-39-B
|
Variable(2)
|
$
|
278,949.11
|
October 25, 2035
|
|
II-40-A
|
Variable(2)
|
$
|
270,146.86
|
October 25, 2035
|
|
II-40-B
|
Variable(2)
|
$
|
270,146.86
|
October 25, 2035
|
|
|
II-41-A
|
Variable(2)
|
$
|
261,620.80
|
October 25, 2035
|
|
|
II-41-B
|
Variable(2)
|
$
|
261,620.80
|
October 25, 2035
|
|
|
II-42-A
|
Variable(2)
|
$
|
253,362.30
|
October 25, 2035
|
|
|
II-42-B
|
Variable(2)
|
$
|
253,362.30
|
October 25, 2035
|
|
|
II-43-A
|
Variable(2)
|
$
|
245,363.01
|
October 25, 2035
|
|
|
II-43-B
|
Variable(2)
|
$
|
245,363.01
|
October 25, 2035
|
|
|
II-44-A
|
Variable(2)
|
$
|
237,614.83
|
October 25, 2035
|
|
|
II-44-B
|
Variable(2)
|
$
|
237,614.83
|
October 25, 2035
|
|
|
II-45-A
|
Variable(2)
|
$
|
230,109.90
|
October 25, 2035
|
|
|
II-45-B
|
Variable(2)
|
$
|
230,109.90
|
October 25, 2035
|
|
|
II-46-A
|
Variable(2)
|
$
|
222,840.62
|
October 25, 2035
|
|
|
II-46-B
|
Variable(2)
|
$
|
222,840.62
|
October 25, 2035
|
|
|
II-47-A
|
Variable(2)
|
$
|
215,799.63
|
October 25, 2035
|
|
|
II-47-B
|
Variable(2)
|
$
|
215,799.63
|
October 25, 2035
|
|
|
II-48-A
|
Variable(2)
|
$
|
208,979.79
|
October 25, 2035
|
|
|
II-48-B
|
Variable(2)
|
$
|
208,979.79
|
October 25, 2035
|
|
|
II-49-A
|
Variable(2)
|
$
|
202,374.18
|
October 25, 2035
|
|
|
II-49-B
|
Variable(2)
|
$
|
202,374.18
|
October 25, 2035
|
|
|
II-50-A
|
Variable(2)
|
$
|
195,976.12
|
October 25, 2035
|
|
|
II-50-B
|
Variable(2)
|
$
|
195,976.12
|
October 25, 2035
|
|
|
II-51-A
|
Variable(2)
|
$
|
189,779.09
|
October 25, 2035
|
|
|
II-51-B
|
Variable(2)
|
$
|
189,779.09
|
October 25, 2035
|
|
|
II-52-A
|
Variable(2)
|
$
|
183,776.83
|
October 25, 2035
|
|
|
II-52-B
|
Variable(2)
|
$
|
183,776.83
|
October 25, 2035
|
|
|
II-53-A
|
Variable(2)
|
$
|
177,963.23
|
October 25, 2035
|
|
|
II-53-B
|
Variable(2)
|
$
|
177,963.23
|
October 25, 2035
|
|
|
II-54-A
|
Variable(2)
|
$
|
172,332.39
|
October 25, 2035
|
|
|
II-54-B
|
Variable(2)
|
$
|
172,332.39
|
October 25, 2035
|
|
|
II-55-A
|
Variable(2)
|
$
|
166,878.61
|
October 25, 2035
|
|
|
II-55-B
|
Variable(2)
|
$
|
166,878.61
|
October 25, 2035
|
|
|
II-56-A
|
Variable(2)
|
$
|
161,650.02
|
October 25, 2035
|
|
|
II-56-B
|
Variable(2)
|
$
|
161,650.02
|
October 25, 2035
|
|
|
II-57-A
|
Variable(2)
|
$
|
156,734.95
|
October 25, 2035
|
|
|
II-57-B
|
Variable(2)
|
$
|
156,734.95
|
October 25, 2035
|
|
|
II-58-A
|
Variable(2)
|
$
|
151,765.44
|
October 25, 2035
|
|
|
II-58-B
|
Variable(2)
|
$
|
151,765.44
|
October 25, 2035
|
|
|
II-59-A
|
Variable(2)
|
$
|
146,952.43
|
October 25, 2035
|
|
|
II-59-B
|
Variable(2)
|
$
|
146,952.43
|
October 25, 2035
|
|
|
II-60-A
|
Variable(2)
|
$
|
4,443,402.04
|
October 25, 2035
|
|
|
II-60-B
|
Variable(2)
|
$
|
4,443,402.04
|
October 25, 2035
|
|
|
P
|
0.00%
|
$
|
100.00
|
October 25, 2035
|
___________________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II”. The Class R-2 Certificates will be the sole
class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury
Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC II Regular Interests (as defined
herein). None of the REMIC II Regular Interests will be
certificated.
|
Designation
|
|
Uncertificated REMIC
II
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
|
AA
|
|
Variable(2)
|
|
$
|
565,243,870.17
|
|
October 25, 2035
|
|
|
I-A-1
|
|
Variable(2)
|
|
$
|
2,095,045.00
|
|
October 25, 2035
|
|
|
I-A-2
|
|
Variable(2)
|
|
$
|
670,010.00
|
|
October 25, 2035
|
|
|
I-A-3
|
|
Variable(2)
|
|
$
|
300,565.00
|
|
October 25, 2035
|
|
|
II-A-1
|
|
Variable(2)
|
|
$
|
1,045,090.00
|
|
October 25, 2035
|
|
|
II-A-2
|
|
Variable(2)
|
|
$
|
261,275.00
|
|
October 25, 2035
|
|
|
M-1
|
|
Variable(2)
|
|
$
|
383,560.00
|
|
October 25, 2035
|
|
|
M-2
|
|
Variable(2)
|
|
$
|
421,050.00
|
|
October 25, 2035
|
|
|
M-3
|
|
Variable(2)
|
|
$
|
40,375.00
|
|
October 25, 2035
|
|
|
M-4
|
|
Variable(2)
|
|
$
|
222,060.00
|
|
October 25, 2035
|
|
|
M-5
|
|
Variable(2)
|
|
$
|
63,445.00
|
|
October 25, 2035
|
|
|
M-6
|
|
Variable(2)
|
|
$
|
63,445.00
|
|
October 25, 2035
|
|
|
M-7
|
|
Variable(2)
|
|
$
|
34,605.00
|
|
October 25, 2035
|
|
|
M-8
|
|
Variable(2)
|
|
$
|
57,680.00
|
|
October 25, 2035
|
|
|
ZZ
|
|
Variable(2)
|
|
$
|
5,877,384.19
|
|
October 25, 2035
|
|
|
P
|
|
0.00%
|
|
$
|
100.00
|
|
October 25, 2035
|
|
|
IO
|
|
(2)
|
|
|
(3)
|
|
October 25, 2035
|
|
|
1-Sub
|
|
Variable(2)
|
|
$
|
19,574.70
|
|
October 25, 2035
|
|
|
1-Grp
|
|
Variable(2)
|
|
$
|
80,887.10
|
|
October 25, 2035
|
|
|
2-Sub
|
|
Variable(2)
|
|
$
|
8,341.49
|
|
October 25, 2035
|
|
|
2-Grp
|
|
Variable(2)
|
|
$
|
34,468.79
|
|
October 25, 2035
|
|
|
XX
|
|
Variable(2)
|
|
$
|
576,636,187.28
|
|
October 25, 2035
|
|
___________________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC II
Regular Interest.
|
|
(2)
|
Calculated in accordance with the definition of
“Uncertificated REMIC II Pass-Through Rate”
herein.
|
|
(3)
|
REMIC II Regular Interest IO will not have an
Uncertificated Principal Balance but will accrue interest on its
uncertificated notional amount calculated in accordance with the
definition of “Uncertificated Notional Amount”
herein.
|
___________________________
REMIC III
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The Class R-3 Certificates will represent
the sole class of Residual Interests in REMIC III for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the designation, Pass-Through Rate, Initial Certificate
Principal Balance (or initial Uncertificated Principal Balance, in
the case of the Class
CE, P and IO Interests) and, for
purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each class of Certificates and interests that
represents ownership of one or more of the Regular Interests in
REMIC III created hereunder.
Each Certificate, other than the
Class P, Class CE and Class R Certificates, represents ownership of
a Regular Interest in REMIC III and also represents (i) the right
to receive payments with respect to the Basis Risk Shortfall Carry
Forward Amount (as defined herein) and (ii) the obligation to pay
Class IO Distribution Amounts (as defined herein). The entitlement
to principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement
to principal of such Certificate.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Certificate or
Uncertificated
Principal Balance
|
|
Latest Possible Maturity
Date(1)
|
|
|
I-A-1(2)
|
|
Variable(3)
|
|
$
|
419,009,000.00
|
|
October 25, 2035
|
|
|
I-A-2(2)
|
|
Variable(3)
|
|
$
|
134,002,000.00
|
|
October 25, 2035
|
|
|
I-A-3(2)
|
|
Variable(3)
|
|
$
|
60,113,000.00
|
|
October 25, 2035
|
|
|
II-A-1(2)
|
|
Variable(3)
|
|
$
|
209,018,000.00
|
|
October 25, 2035
|
|
|
II-A-2(2)
|
|
Variable(3)
|
|
$
|
52,255,000.00
|
|
October 25, 2035
|
|
|
M-1(2)
|
|
Variable(3)
|
|
$
|
76,712,000.00
|
|
October 25, 2035
|
|
|
M-2(2)
|
|
Variable(3)
|
|
$
|
84,210,000.00
|
|
October 25, 2035
|
|
|
M-3(2)
|
|
Variable(3)
|
|
$
|
8,075,000.00
|
|
October 25, 2035
|
|
|
M-4(2)
|
|
Variable(3)
|
|
$
|
44,412,000.00
|
|
October 25, 2035
|
|
|
M-5(2)
|
|
Variable(3)
|
|
$
|
12,689,000.00
|
|
October 25, 2035
|
|
|
M-6(2)
|
|
Variable(3)
|
|
$
|
12,689,000.00
|
|
October 25, 2035
|
|
|
M-7(2)
|
|
Variable(3)
|
|
$
|
6,921,000.00
|
|
October 25, 2035
|
|
|
M-8(2)
|
|
Variable(3)
|
|
$
|
11,536,000.00
|
|
October 25, 2035
|
|
|
Class CE Interest
|
|
Variable(3)(4)
|
|
$
|
21,917,918.72
|
|
October 25, 2035
|
|
|
Class P Interest
|
|
0.00%(5)
|
|
$
|
100.00
|
|
October 25, 2035
|
|
|
Class IO Interest
|
|
(6)
|
|
|
(7)
|
|
October 25, 2035
|
|
___________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular
Interest.
|
|
(2)
|
This Class of Certificates represents ownership
of a Regular Interest in REMIC III. Any amount distributed on this
Class of Certificates on any Distribution Date in excess of the
amount distributable on the related Regular Interest in REMIC III
on such Distribution Date shall be treated for federal income tax
purposes as having been paid from the Reserve Fund or the Swap
Account, as applicable, and any amount distributable on the related
Regular Interest in REMIC III on such Distribution Date in excess
of the amount distributable on such Class of Certificates on such
Distribution Date shall be treated for such purposes as having been
distributed to the Holders of such Certificates and then paid by
such Holders to the Swap Account, all pursuant to and as further
provided in Section 3.20 hereof.
|
|
(3)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein. Each Regular Interest in
REMIC III (other than the Class CE, P and IO Interests) which
corresponds to a Certificate will have the same Pass-Through Rate
as such Certificate, except with respect to the Net Rate Cap. The
Net Rate Cap for each such Regular Interest in REMIC III and
Certificate is specified in the definition of “Net Rate
Cap”.
|
|
(4)
|
The Class CE Interest will accrue interest at
its variable Pass-Through Rate on the Uncertificated Notional
Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests (other than REMIC II Regular Interest
P). The Class CE Interest will not accrue interest on its
Uncertificated Principal Balance.
|
|
(5)
|
The Class P Interest is not entitled to
distributions in respect of interest.
|
|
(6)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest
IO.
|
|
(7)
|
For federal income tax purposes, the Class IO
Interest will not have an Uncertificated Principal Balance, but
will have a notional amount equal to the Uncertificated Notional
Amount of REMIC II Regular Interest IO.
|
REMIC IV
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC IV created hereunder:
|
|
|
Initial Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
CE
|
Variable(2)
|
$ 21,917,918.72
|
October 25, 2035
|
_______________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The Class CE Certificates will
receive 100% of amounts received in respect of the Class CE
Interest.
|
REMIC V
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass-Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC V created hereunder:
|
|
|
Initial
Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
October 25, 2035
|
_______________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC VI
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC VI”. The Class R-6 Interest represents the sole
class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.
The following table sets forth the
designation, Pass-Through Rate, initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated class of interests that represents a
Regular Interest in REMIC VI created hereunder:
|
|
|
Initial Uncertificated Principal
Balance
|
Latest Possible
Maturity Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
October 25, 2035
|
_______________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for REMIC VI Regular Interest IO.
|
|
(2)
|
REMIC VI Regular Interest IO will be held as an
asset of the Swap Account established by the Swap
Administrator.
|
|
(3)
|
REMIC VI Regular Interest IO will not have a
Pass-Through Rate, but will receive 100% of amounts received in
respect of the Class IO Interest.
|
|
(4)
|
REMIC VI Regular Interest IO will not have an
Uncertificated Principal Balance, but will have a notional amount
equal to the Uncertificated Notional Amount of the Class IO
Interest.
|
The Trust Fund shall be named, and
may be referred to as, the “Bear Stearns Asset Backed
Securities I Trust 2005-HE9.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates,
Series 2005-HE9” (including for purposes of any endorsement
or assignment of a Mortgage Note or Mortgage).
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Seller and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
Whenever used in this Agreement, the
following words and phrases, unless otherwise expressly provided or
unless the context otherwise requires, shall have the meanings
specified in this Article:
Accepted Servicing
Practices : With respect
to each Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all
applicable statutes, regulations and prudent mortgage banking
practices for similar mortgage loans.
Account : The Distribution Account, the Reserve Fund,
the Class P Certificate Account, the Pre-Funding Account, the
Interest Coverage Account, the Class II-A-2 Policy Payments Account
and the Protected Account.
Accrual Period
: With respect to the Certificates
(other than the Class CE, Class P and the Residual Certificates)
and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the
first Accrual Period, the Closing Date) to and including the day
prior to such Distribution Date. With respect to the Class CE
Certificates and any Distribution Date, the calendar month
immediately preceding such Distribution Date. All calculations of
interest on the Certificates (other than the Class CE, Class P and
the Residual Certificates) will be made on the basis of the actual
number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Certificates will be made
on the basis of a 360-day year consisting of twelve 30-day
months.
Accrual Rate
: The rate set forth in the
Insurance Agreement. The Accrual Rate shall be computed on the
basis of the actual number of days elapsed over the actual number
of days in the current calendar year. In no event shall the Accrual
Rate exceed the maximum rate permissible under law applicable to
this Agreement limiting interest rates.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Master Servicer as provided in Section 5.01 hereof.
Affected Party
: As defined in the Swap
Agreement.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Adjustable Rate Mortgage
Loan : Each of the
Mortgage Loans identified in the Mortgage Loan Schedule as having a
Mortgage Rate that is subject to adjustment.
Adjustment Date
: With respect to each Adjustable
Rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date following
the Cut-off Date as to each Adjustable Rate Mortgage Loan is set
forth in the Mortgage Loan Schedule.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the Protected
Account at the close of business on the immediately preceding
Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due
after the related Due Period and (ii) Principal
Prepayments,
Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received in respect of such
Mortgage Loans after the last day of the related Prepayment
Period.
Applied Realized Loss
Amount : With respect to
any Distribution Date and a Class of Class A Certificates and Class
M Certificates, the sum of the Realized Losses with respect to the
Mortgage Loans which have been applied in reduction of the
Certificate Principal Balance of a Class of Certificates pursuant
to Section 5.05 of this Agreement which have not previously been
reimbursed or reduced by any Subsequent Recoveries applied to such
Applied Realized Loss Amount.
Appraised Value
: With respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of
the Mortgaged Property based upon the appraisal made at the time of
such refinancing or, with respect to any other Mortgage Loan, the
lesser of (x) the appraised value of the Mortgaged Property based
upon the appraisal made by a fee appraiser at the time of the
origination of the related Mortgage Loan, and (y) the sales price
of the Mortgaged Property at the time of such
origination.
Basis Risk Shortfall Carry
Forward Amount : With
respect to any Distribution Date and any Class of Class A
Certificates and Class M Certificates, an amount equal to the sum
of (A) the excess, if any, of (a) the amount of Current Interest
that such Class would have been entitled to receive on such
Distribution Date had the Pass-Though Rate applicable to such Class
been calculated at a per annum rate equal to One-Month LIBOR plus
the related Certificate Margin, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the
Pass-Through Rate is limited to the related Net Rate Cap and (B)
the amount in clause (A) for all previous Distribution Dates not
previously paid, together with interest thereon at a rate equal to
the related Pass-Through Rate for such Distribution
Date.
Bankruptcy Code
: Title 11 of the United States
Code.
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 6.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class CE Certificates and Class P
Certificates) constitutes a Class of Book-Entry
Certificates.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in The
City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the
Trustee or the principal office of the Certificate Insurer or the
Master Servicer is located as authorized or obligated by law or
executive order to be closed.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Trustee in substantially
the forms attached hereto as Exhibits A-1 through A-5.
Certificate Insurer
: CIFG Assurance North America,
Inc., or any successor thereto.
Certificate Insurer Contact
Person : The officer
designated by the Master Servicer to provide information to the
Certificate Insurer pursuant to Section 5.08(k).
Certificate Margin
: With respect to the Class I-A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest I-A-1, 0.120% per annum.
With respect to the Class I-A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest I-A-2, 0.240% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.480% per annum in the case of each Distribution Date
thereafter.
With respect to the Class I-A-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest I-A-3, 0.380% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.760% per annum in the case of each Distribution Date
thereafter.
With respect to the Class II-A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest II-A-1, 0.230% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.460% per annum in the case of each Distribution Date
thereafter.
With respect to the Class II-A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest II-A-2, 0.200% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.400% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-1, 0.510% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.765% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-2, 0.680% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.020% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-3, 1.730% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.095% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-4, 1.200% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.800% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-5, 1.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 2.250% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-6, 2.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.750% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-7, 2.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.750% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-8
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-8, 2.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.750% per annum in the case of each Distribution Date
thereafter.
Certificate Notional
Amount : With respect to
the Class CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Mortgage Loans as of
the beginning of the related Due Period. The initial Certificate
Notional Amount of the Class CE Certificates shall be
$1,153,558,918.72. For federal income tax purposes, the Certificate
Notional Amount for any Distribution Date shall be an amount equal
to the Uncertificated Notional Amount for the Class CE Interest for
such Distribution Date.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Certificate (other than any Class R Certificate) and as of any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate plus, in the case of a Class A Certificate and
Class M Certificate, any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 5.04(b), less the sum of (i) all amounts distributed with
respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant
to Section 5.04, and (ii) any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution Dates.
Exclusively for the purpose of determining any subrogation rights
of the Certificate Insurer arising under Section 5.08 hereof, the
Certificate Principal Balance of the Class II-A-2 Certificates
shall not be reduced by the amount of any payments made by the
Certificate Insurer in respect of principal on such Certificates
under the Class II-A-2 Policy, except to the extent such payment
shall have been reimbursed to the Certificate Insurer pursuant to
the provisions of this Agreement.
Certificate Register
: The register maintained pursuant
to Section 6.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Book-Entry Certificates), and, with respect to the
Class II-A-2 Certificates, the Certificate Insurer to the extent of
any Reimbursement Amount.
Class : All Certificates bearing the same Class
designation as set forth in Section 6.01 hereof.
Class A Certificates
: Any of the Class I-A-1, Class
I-A-2, Class I-A-3, Class II-A-1 and Class II-A-2
Certificates.
Class A Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
Principal Distribution Amount for such Distribution Date and (y)
the excess, if any, of (i) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1)
51.60% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$5,767,795.
Class A Specified Enhancement
Percentage : With respect
to any Distribution Date, the percentage obtained by dividing (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class M Certificates and (ii) the Overcollateralization Amount, in
each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the end of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period).
Class I-A Certificates
: Any of the Class I-A-1, Class
I-A-2 and Class I-A-3 Certificates.
Class I-A-1
Certificate : Any
Certificate designated as a “Class I-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-A-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive the Basis Risk Shortfall Carry Forward Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
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