EXHIBIT 4.1
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 October 1,
2005
________________________________________
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-HE10
ASSET-BACKED CERTIFICATES, SERIES
2005-HE10
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
|
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; Supplemental Interest Trust.
|
|
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.
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POOLING AND SERVICING AGREEMENT,
dated as of October 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 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, not in its individual
capacity, but solely 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, any Prepayment Charge Waiver Amounts
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.
|
Designation
|
|
Uncertificated REMIC I
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
|
I-1-A
|
|
Variable(2)
|
|
$
|
8,310,214.97
|
|
November 25, 2035
|
|
|
I-1-B
|
|
Variable(2)
|
|
$
|
8,310,214.97
|
|
November 25, 2035
|
|
|
I-2-A
|
|
Variable(2)
|
|
$
|
9,826,009.18
|
|
November 25, 2035
|
|
|
I-2-B
|
|
Variable(2)
|
|
$
|
9,826,009.18
|
|
November 25, 2035
|
|
|
I-3-A
|
|
Variable(2)
|
|
$
|
11,313,443.53
|
|
November 25, 2035
|
|
|
I-3-B
|
|
Variable(2)
|
|
$
|
11,313,443.53
|
|
November 25, 2035
|
|
|
I-4-A
|
|
Variable(2)
|
|
$
|
12,758,398.40
|
|
November 25, 2035
|
|
|
I-4-B
|
|
Variable(2)
|
|
$
|
12,758,398.40
|
|
November 25, 2035
|
|
|
I-5-A
|
|
Variable(2)
|
|
$
|
14,146,508.74
|
|
November 25, 2035
|
|
|
I-5-B
|
|
Variable(2)
|
|
$
|
14,146,508.74
|
|
November 25, 2035
|
|
|
I-6-A
|
|
Variable(2)
|
|
$
|
15,463,334.53
|
|
November 25, 2035
|
|
|
I-6-B
|
|
Variable(2)
|
|
$
|
15,463,334.53
|
|
November 25, 2035
|
|
|
I-7-A
|
|
Variable(2)
|
|
$
|
16,694,646.91
|
|
November 25, 2035
|
|
|
I-7-B
|
|
Variable(2)
|
|
$
|
16,694,646.91
|
|
November 25, 2035
|
|
|
I-8-A
|
|
Variable(2)
|
|
$
|
17,821,794.41
|
|
November 25, 2035
|
|
|
I-8-B
|
|
Variable(2)
|
|
$
|
17,821,794.41
|
|
November 25, 2035
|
|
|
I-9-A
|
|
Variable(2)
|
|
$
|
17,209,045.58
|
|
November 25, 2035
|
|
|
I-9-B
|
|
Variable(2)
|
|
$
|
17,209,045.58
|
|
November 25, 2035
|
|
|
I-10-A
|
|
Variable(2)
|
|
$
|
16,439,280.03
|
|
November 25, 2035
|
|
|
I-10-B
|
|
Variable(2)
|
|
$
|
16,439,280.03
|
|
November 25, 2035
|
|
|
I-11-A
|
|
Variable(2)
|
|
$
|
15,694,978.47
|
|
November 25, 2035
|
|
|
I-11-B
|
|
Variable(2)
|
|
$
|
15,694,978.47
|
|
November 25, 2035
|
|
|
I-12-A
|
|
Variable(2)
|
|
$
|
14,984,755.39
|
|
November 25, 2035
|
|
|
I-12-B
|
|
Variable(2)
|
|
$
|
14,984,755.39
|
|
November 25, 2035
|
|
|
I-13-A
|
|
Variable(2)
|
|
$
|
14,307,062.97
|
|
November 25, 2035
|
|
|
I-13-B
|
|
Variable(2)
|
|
$
|
14,307,062.97
|
|
November 25, 2035
|
|
|
I-14-A
|
|
Variable(2)
|
|
$
|
13,660,386.17
|
|
November 25, 2035
|
|
|
I-14-B
|
|
Variable(2)
|
|
$
|
13,660,386.17
|
|
November 25, 2035
|
|
|
I-15-A
|
|
Variable(2)
|
|
$
|
13,043,293.52
|
|
November 25, 2035
|
|
|
I-15-B
|
|
Variable(2)
|
|
$
|
13,043,293.52
|
|
November 25, 2035
|
|
|
I-16-A
|
|
Variable(2)
|
|
$
|
12,454,420.03
|
|
November 25, 2035
|
|
|
I-16-B
|
|
Variable(2)
|
|
$
|
12,454,420.03
|
|
November 25, 2035
|
|
|
I-17-A
|
|
Variable(2)
|
|
$
|
11,892,464.03
|
|
November 25, 2035
|
|
|
I-17-B
|
|
Variable(2)
|
|
$
|
11,892,464.03
|
|
November 25, 2035
|
|
|
I-18-A
|
|
Variable(2)
|
|
$
|
11,356,179.64
|
|
November 25, 2035
|
|
|
I-18-B
|
|
Variable(2)
|
|
$
|
11,356,179.64
|
|
November 25, 2035
|
|
|
I-19-A
|
|
Variable(2)
|
|
$
|
10,844,392.81
|
|
November 25, 2035
|
|
|
I-19-B
|
|
Variable(2)
|
|
$
|
10,844,392.81
|
|
November 25, 2035
|
|
|
I-20-A
|
|
Variable(2)
|
|
$
|
10,355,969.69
|
|
November 25, 2035
|
|
|
I-20-B
|
|
Variable(2)
|
|
$
|
10,355,969.69
|
|
November 25, 2035
|
|
|
I-21-A
|
|
Variable(2)
|
|
$
|
9,934,518.95
|
|
November 25, 2035
|
|
|
I-21-B
|
|
Variable(2)
|
|
$
|
9,934,518.95
|
|
November 25, 2035
|
|
|
I-22-A
|
|
Variable(2)
|
|
$
|
9,485,669.92
|
|
November 25, 2035
|
|
|
I-22-B
|
|
Variable(2)
|
|
$
|
9,485,669.92
|
|
November 25, 2035
|
|
|
I-23-A
|
|
Variable(2)
|
|
$
|
9,025,643.16
|
|
November 25, 2035
|
|
|
I-23-B
|
|
Variable(2)
|
|
$
|
9,025,643.16
|
|
November 25, 2035
|
|
|
I-24-A
|
|
Variable(2)
|
|
$
|
139,518,425.88
|
|
November 25, 2035
|
|
|
I-24-B
|
|
Variable(2)
|
|
$
|
139,518,425.88
|
|
November 25, 2035
|
|
|
I-25-A
|
|
Variable(2)
|
|
$
|
2,036,964.18
|
|
November 25, 2035
|
|
|
I-25-B
|
|
Variable(2)
|
|
$
|
2,036,964.18
|
|
November 25, 2035
|
|
|
I-26-A
|
|
Variable(2)
|
|
$
|
1,960,041.18
|
|
November 25, 2035
|
|
|
I-26-B
|
|
Variable(2)
|
|
$
|
1,960,041.18
|
|
November 25, 2035
|
|
|
I-27-A
|
|
Variable(2)
|
|
$
|
1,886,137.13
|
|
November 25, 2035
|
|
|
I-27-B
|
|
Variable(2)
|
|
$
|
1,886,137.13
|
|
November 25, 2035
|
|
|
I-28-A
|
|
Variable(2)
|
|
$
|
1,815,128.90
|
|
November 25, 2035
|
|
|
I-28-B
|
|
Variable(2)
|
|
$
|
1,815,128.90
|
|
November 25, 2035
|
|
|
I-29-A
|
|
Variable(2)
|
|
$
|
1,746,898.58
|
|
November 25, 2035
|
|
|
I-29-B
|
|
Variable(2)
|
|
$
|
1,746,898.58
|
|
November 25, 2035
|
|
|
I-30-A
|
|
Variable(2)
|
|
$
|
1,681,333.23
|
|
November 25, 2035
|
|
|
I-30-B
|
|
Variable(2)
|
|
$
|
1,681,333.23
|
|
November 25, 2035
|
|
|
I-31-A
|
|
Variable(2)
|
|
$
|
1,618,324.68
|
|
November 25, 2035
|
|
|
I-31-B
|
|
Variable(2)
|
|
$
|
1,618,324.68
|
|
November 25, 2035
|
|
|
I-32-A
|
|
Variable(2)
|
|
$
|
1,557,769.28
|
|
November 25, 2035
|
|
|
I-32-B
|
|
Variable(2)
|
|
$
|
1,557,769.28
|
|
November 25, 2035
|
|
|
I-33-A
|
|
Variable(2)
|
|
$
|
1,501,783.05
|
|
November 25, 2035
|
|
|
I-33-B
|
|
Variable(2)
|
|
$
|
1,501,783.05
|
|
November 25, 2035
|
|
|
I-34-A
|
|
Variable(2)
|
|
$
|
1,445,644.49
|
|
November 25, 2035
|
|
|
I-34-B
|
|
Variable(2)
|
|
$
|
1,445,644.49
|
|
November 25, 2035
|
|
|
I-35-A
|
|
Variable(2)
|
|
$
|
1,389,079.10
|
|
November 25, 2035
|
|
|
I-35-B
|
|
Variable(2)
|
|
$
|
1,389,079.10
|
|
November 25, 2035
|
|
|
I-36-A
|
|
Variable(2)
|
|
$
|
11,014,734.11
|
|
November 25, 2035
|
|
|
I-36-B
|
|
Variable(2)
|
|
$
|
11,014,734.11
|
|
November 25, 2035
|
|
|
I-37-A
|
|
Variable(2)
|
|
$
|
830,519.86
|
|
November 25, 2035
|
|
|
I-37-B
|
|
Variable(2)
|
|
$
|
830,519.86
|
|
November 25, 2035
|
|
|
I-38-A
|
|
Variable(2)
|
|
$
|
804,370.42
|
|
November 25, 2035
|
|
|
I-38-B
|
|
Variable(2)
|
|
$
|
804,370.42
|
|
November 25, 2035
|
|
|
I-39-A
|
|
Variable(2)
|
|
$
|
779,039.95
|
|
November 25, 2035
|
|
|
I-39-B
|
|
Variable(2)
|
|
$
|
779,039.95
|
|
November 25, 2035
|
|
|
I-40-A
|
|
Variable(2)
|
|
$
|
754,502.91
|
|
November 25, 2035
|
|
|
I-40-B
|
|
Variable(2)
|
|
$
|
754,502.91
|
|
November 25, 2035
|
|
|
I-41-A
|
|
Variable(2)
|
|
$
|
730,734.55
|
|
November 25, 2035
|
|
|
I-41-B
|
|
Variable(2)
|
|
$
|
730,734.55
|
|
November 25, 2035
|
|
|
I-42-A
|
|
Variable(2)
|
|
$
|
707,710.87
|
|
November 25, 2035
|
|
|
I-42-B
|
|
Variable(2)
|
|
$
|
707,710.87
|
|
November 25, 2035
|
|
|
I-43-A
|
|
Variable(2)
|
|
$
|
685,408.64
|
|
November 25, 2035
|
|
|
I-43-B
|
|
Variable(2)
|
|
$
|
685,408.64
|
|
November 25, 2035
|
|
|
I-44-A
|
|
Variable(2)
|
|
$
|
663,805.37
|
|
November 25, 2035
|
|
|
I-44-B
|
|
Variable(2)
|
|
$
|
663,805.37
|
|
November 25, 2035
|
|
|
I-45-A
|
|
Variable(2)
|
|
$
|
642,879.22
|
|
November 25, 2035
|
|
|
I-45-B
|
|
Variable(2)
|
|
$
|
642,879.22
|
|
November 25, 2035
|
|
|
I-46-A
|
|
Variable(2)
|
|
$
|
622,609.05
|
|
November 25, 2035
|
|
|
I-46-B
|
|
Variable(2)
|
|
$
|
622,609.05
|
|
November 25, 2035
|
|
|
I-47-A
|
|
Variable(2)
|
|
$
|
602,974.42
|
|
November 25, 2035
|
|
|
I-47-B
|
|
Variable(2)
|
|
$
|
602,974.42
|
|
November 25, 2035
|
|
|
I-48-A
|
|
Variable(2)
|
|
$
|
583,955.46
|
|
November 25, 2035
|
|
|
I-48-B
|
|
Variable(2)
|
|
$
|
583,955.46
|
|
November 25, 2035
|
|
|
I-49-A
|
|
Variable(2)
|
|
$
|
565,532.96
|
|
November 25, 2035
|
|
|
I-49-B
|
|
Variable(2)
|
|
$
|
565,532.96
|
|
November 25, 2035
|
|
|
I-50-A
|
|
Variable(2)
|
|
$
|
547,688.29
|
|
November 25, 2035
|
|
|
I-50-B
|
|
Variable(2)
|
|
$
|
547,688.29
|
|
November 25, 2035
|
|
|
I-51-A
|
|
Variable(2)
|
|
$
|
530,403.41
|
|
November 25, 2035
|
|
|
I-51-B
|
|
Variable(2)
|
|
$
|
530,403.41
|
|
November 25, 2035
|
|
|
I-52-A
|
|
Variable(2)
|
|
$
|
513,660.83
|
|
November 25, 2035
|
|
|
I-52-B
|
|
Variable(2)
|
|
$
|
513,660.83
|
|
November 25, 2035
|
|
|
I-53-A
|
|
Variable(2)
|
|
$
|
497,443.62
|
|
November 25, 2035
|
|
|
I-53-B
|
|
Variable(2)
|
|
$
|
497,443.62
|
|
November 25, 2035
|
|
|
I-54-A
|
|
Variable(2)
|
|
$
|
481,735.36
|
|
November 25, 2035
|
|
|
I-54-B
|
|
Variable(2)
|
|
$
|
481,735.36
|
|
November 25, 2035
|
|
|
I-55-A
|
|
Variable(2)
|
|
$
|
466,520.15
|
|
November 25, 2035
|
|
|
I-55-B
|
|
Variable(2)
|
|
$
|
466,520.15
|
|
November 25, 2035
|
|
|
I-56-A
|
|
Variable(2)
|
|
$
|
451,847.70
|
|
November 25, 2035
|
|
|
I-56-B
|
|
Variable(2)
|
|
$
|
451,847.70
|
|
November 25, 2035
|
|
|
I-57-A
|
|
Variable(2)
|
|
$
|
437,856.38
|
|
November 25, 2035
|
|
|
I-57-B
|
|
Variable(2)
|
|
$
|
437,856.38
|
|
November 25, 2035
|
|
|
I-58-A
|
|
Variable(2)
|
|
$
|
424,058.57
|
|
November 25, 2035
|
|
|
I-58-B
|
|
Variable(2)
|
|
$
|
424,058.57
|
|
November 25, 2035
|
|
|
I-59-A
|
|
Variable(2)
|
|
$
|
410,658.20
|
|
November 25, 2035
|
|
|
I-59-B
|
|
Variable(2)
|
|
$
|
410,658.20
|
|
November 25, 2035
|
|
|
I-60-A
|
|
Variable(2)
|
|
$
|
12,456,153.59
|
|
November 25, 2035
|
|
|
I-60-B
|
|
Variable(2)
|
|
$
|
12,456,153.59
|
|
November 25, 2035
|
|
|
P
|
|
0.00%
|
|
$
|
100.00
|
|
November 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)
|
|
$
|
965,078,019.42
|
|
November 25, 2035
|
|
|
A-1
|
|
Variable(2)
|
|
$
|
5,146,340.00
|
|
November 25, 2035
|
|
|
A-2
|
|
Variable(2)
|
|
$
|
1,888,980.00
|
|
November 25, 2035
|
|
|
A-3
|
|
Variable(2)
|
|
$
|
409,570.00
|
|
November 25, 2035
|
|
|
M-1
|
|
Variable(2)
|
|
$
|
285,580.00
|
|
November 25, 2035
|
|
|
M-2
|
|
Variable(2)
|
|
$
|
1,038,940.00
|
|
November 25, 2035
|
|
|
M-3
|
|
Variable(2)
|
|
$
|
413,600.00
|
|
November 25, 2035
|
|
|
M-4
|
|
Variable(2)
|
|
$
|
123,100.00
|
|
November 25, 2035
|
|
|
M-5
|
|
Variable(2)
|
|
$
|
128,020.00
|
|
November 25, 2035
|
|
|
M-6
|
|
Variable(2)
|
|
$
|
68,930.00
|
|
November 25, 2035
|
|
|
M-7
|
|
Variable(2)
|
|
$
|
118,170.00
|
|
November 25, 2035
|
|
|
ZZ
|
|
Variable(2)
|
|
$
|
10,074,239.78
|
|
November 25, 2035
|
|
|
IO
|
|
(2)
|
|
|
(3)
|
|
November 25, 2035
|
|
|
P
|
|
0.00%
|
|
$
|
100.00
|
|
November 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)
|
|
|
A-1(2)
|
|
Variable(3)
|
|
$
|
514,634,000.00
|
|
November 25, 2035
|
|
|
A-2(2)
|
|
Variable(3)
|
|
$
|
188,898,000.00
|
|
November 25, 2035
|
|
|
A-3(2)
|
|
Variable(3)
|
|
$
|
40,957,000.00
|
|
November 25, 2035
|
|
|
M-1(2)
|
|
Variable(3)
|
|
$
|
28,558,000.00
|
|
November 25, 2035
|
|
|
M-2(2)
|
|
Variable(3)
|
|
$
|
103,894,000.00
|
|
November 25, 2035
|
|
|
M-3(2)
|
|
Variable(3)
|
|
$
|
41,360,000.00
|
|
November 25, 2035
|
|
|
M-4(2)
|
|
Variable(3)
|
|
$
|
12,310,000.00
|
|
November 25, 2035
|
|
|
M-5(2)
|
|
Variable(3)
|
|
$
|
12,802,000.00
|
|
November 25, 2035
|
|
|
M-6(2)
|
|
Variable(3)
|
|
$
|
6,893,000.00
|
|
November 25, 2035
|
|
|
M-7(2)
|
|
Variable(3)
|
|
$
|
11,817,000.00
|
|
November 25, 2035
|
|
|
Class CE Interest
|
|
Variable(3)(4)
|
|
$
|
22,650,489.20
|
|
November 25, 2035
|
|
|
Class P Interest
|
|
0.00%(5)
|
|
$
|
100.00
|
|
November 25, 2035
|
|
|
Class IO Interest
|
|
(6)
|
|
|
(7)
|
|
November 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
Supplemental Interest Trust, 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 Supplemental
Interest Trust, 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)
|
|
$22,650,489.20
|
|
November 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
|
|
November 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)
|
|
November 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 Supplemental Interest Trust.
|
|
(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-HE10.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates,
Series 2005-HE10” (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 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.
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 Offered 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 Offered
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 Net Rate Cap and (B) the amount in clause (A) for
the previous Distribution Date 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 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 Margin
: With respect to the Class A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-1, 0.120% per annum.
With respect to the Class A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-2, 0.290% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.580% per annum in the case of each Distribution Date
thereafter.
With respect to the Class A-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest 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 M-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-1, 0.550% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.825% 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, 0.700% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.050% 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, 1.300% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.950% 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, 1.600% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 2.400% 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, 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-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.
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
$984,773,489.20. 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.
|
