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 March 1, 2005
----------------------------------------
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-HE3
ASSET-BACKED CERTIFICATES, SERIES 2005-HE3
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
<S>
<C>
<C>
Section 1.01 Defined
Terms..................................................................................14
Section 1.02 Allocation
of Certain Interest
Shortfalls......................................................82
ARTICLE II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES
Section 2.01 Conveyance
of Trust
Fund.......................................................................84
Section 2.02 Acceptance
of the Mortgage
Loans...............................................................86
Section 2.03
Representations, Warranties and Covenants of the Master Servicer
and
the
Seller.....................................................................................88
Section 2.04
Representations and Warranties of the
Depositor................................................93
Section 2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases................94
Section 2.06
Countersignature and Delivery of
Certificates..................................................95
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
Section 3.01 The Master
Servicer to act as Master
Servicer..................................................97
Section 3.02
Due-on-Sale Clauses; Assumption
Agreements.....................................................98
Section 3.03
Subservicers...................................................................................99
Section 3.04 Documents,
Records and Funds in Possession of the Master Servicer
To Be Held for
Trustee........................................................................100
Section 3.05 Maintenance of Hazard
Insurance...............................................................100
Section 3.06
Presentment of Claims and Collection of
Proceeds..............................................101
Section 3.07
Maintenance of the Primary Mortgage Insurance
Policies........................................101
Section 3.08 Fidelity
Bond, Errors and Omissions
Insurance.................................................102
Section 3.09
Realization Upon Defaulted Mortgage Loans; Determination of Excess
Liquidation Proceeds and
Realized Losses; Repurchases of Certain Mortgage
Loans........................................102
Section 3.10 Servicing
Compensation........................................................................105
Section 3.11 REO
Property..................................................................................105
Section 3.12
Liquidation
Reports...........................................................................105
Section 3.13 Annual
Certificate as to
Compliance...........................................................106
Section 3.14 Annual
Independent Certified Public Accountants' Servicing
Report.............................106
Section 3.15 Books and
Records.............................................................................106
Section 3.16 Reports
Filed with Securities and Exchange
Commission.........................................107
Section 3.17
UCC...........................................................................................109
Section 3.18 Optional
Purchase of Certain Mortgage
Loans...................................................109
Section 3.19
Obligations of the Master Servicer in Respect of Mortgage Rates
and
Scheduled
Payments............................................................................109
i
<PAGE>
Section 3.20 Reserve
Fund; Payments to and from Swap
Administrator.........................................110
Section 3.21 Advancing
Facility............................................................................112
ARTICLE IV
ACCOUNTS
Section 4.01 Collection
of Mortgage Loan Payments; Protected
Account.......................................114
Section 4.02 Permitted
Withdrawals From the Protected
Account..............................................116
Section 4.03 Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts...........................117
Section 4.04
Distribution
Account..........................................................................118
Section 4.05 Permitted
Withdrawals and Transfers from the Distribution
Account.............................119
Section 4.06 Class P
Certificate
Account...................................................................119
ARTICLE V
DISTRIBUTIONS AND ADVANCES
Section 5.01
Advances......................................................................................120
Section 5.02
Compensating Interest
Payments................................................................120
Section 5.03 REMIC
Distributions...........................................................................121
Section 5.04
Distributions.................................................................................121
Section 5.05 Allocation
of Realized
Losses.................................................................127
Section 5.06 Monthly
Statements to
Certificateholders......................................................131
Section 5.07 REMIC
Designations and REMIC
Distributions....................................................134
ARTICLE VI
THE CERTIFICATES
Section 6.01 The
Certificates..............................................................................138
Section 6.02
Certificate Register; Registration of Transfer and Exchange of
Certificates...................139
Section 6.03 Mutilated,
Destroyed, Lost or Stolen
Certificates.............................................146
Section 6.04 Persons
Deemed
Owners.........................................................................146
Section 6.05 Access to
List of Certificateholders' Names and
Addresses.....................................146
Section 6.06 Book-Entry
Certificates.......................................................................147
Section 6.07 Notices to
Depository.........................................................................148
Section 6.08 Definitive
Certificates.......................................................................148
Section 6.09
Maintenance of Office or
Agency...............................................................149
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
Section 7.01
Liabilities of the Depositor and the Master
Servicer..........................................150
Section 7.02 Merger or
Consolidation of the Depositor or the Master
Servicer...............................150
Section 7.03
Indemnification of the Trustee and the Master
Servicer........................................150
Section 7.04
Limitations on Liability of the Depositor, the Master Servicer and
Others.....................151
Section 7.05 Master
Servicer Not to
Resign.................................................................152
Section 7.06 Successor
Master
Servicer.....................................................................152
Section 7.07 Sale and
Assignment of Master
Servicing.......................................................152
ii
<PAGE>
ARTICLE VIII
DEFAULT; TERMINATION OF MASTER SERVICER
Section 8.01 Events of
Default.............................................................................154
Section 8.02 Trustee to
Act; Appointment of
Successor......................................................156
Section 8.03
Notification to
Certificateholders............................................................157
Section 8.04 Waiver of
Defaults............................................................................157
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01 Duties of
Trustee.............................................................................158
Section 9.02 Certain
Matters Affecting the
Trustee.........................................................159
Section 9.03 Trustee
Not Liable for Certificates or Mortgage
Loans.........................................161
Section 9.04 Trustee
May Own
Certificates..................................................................162
Section 9.05 Trustee's
Fees and
Expenses...................................................................162
Section 9.06
Eligibility Requirements for
Trustee..........................................................162
Section 9.07
Insurance.....................................................................................163
Section 9.08
Resignation and Removal of
Trustee............................................................163
Section 9.09 Successor
Trustee.............................................................................164
Section 9.10 Merger or
Consolidation of
Trustee............................................................164
Section 9.11
Appointment of Co-Trustee or Separate
Trustee.................................................165
Section 9.12 Tax
Matters...................................................................................166
ARTICLE X
TERMINATION
Section 10.01 Termination upon
Liquidation or Repurchase of all Mortgage
Loans..............................169
Section 10.02 Final
Distribution on the
Certificates........................................................169
Section 10.03 Additional
Termination
Requirements...........................................................171
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Amendment.....................................................................................173
Section 11.02 Recordation of
Agreement;
Counterparts........................................................174
Section 11.03 Governing
Law.................................................................................174
Section 11.04 Intention of
Parties..........................................................................175
Section 11.05
Notices.......................................................................................175
Section 11.06 Severability of
Provisions....................................................................176
Section 11.07
Assignment....................................................................................176
Section 11.08 Limitation on
Rights of
Certificateholders....................................................176
Section 11.09 Inspection and
Audit
Rights...................................................................177
Section 11.10 Certificates
Nonassessable and Fully
Paid.....................................................177
Section 11.11 Third Party
Rights............................................................................178
</TABLE>
iii
<PAGE>
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
iv
<PAGE>
POOLING AND SERVICING AGREEMENT, dated as of March 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, the "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.
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 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.
<TABLE>
<CAPTION>
Uncertificated REMIC I
Initial Uncertificated Latest
Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date (1)
-----------
-----------------
-----------------
-----------------
<S>
<C>
<C>
<C>
I-1-A
Variable(2)
$
1,658,362.48
March 25, 2035
I-1-B
Variable(2)
$
1,658,362.48
March 25, 2035
I-2-A
Variable(2)
$
2,027,613.38
March 25, 2035
I-2-B
Variable(2)
$
2,027,613.38
March 25, 2035
I-3-A
Variable(2)
$
2,393,520.40
March 25, 2035
I-3-B
Variable(2)
$
2,393,520.40
March 25, 2035
I-4-A
Variable(2)
$
2,752,490.04
March 25, 2035
I-4-B
Variable(2)
$
2,752,490.04
March 25, 2035
I-5-A
Variable(2)
$
3,101,121.24
March 25, 2035
I-5-B
Variable(2)
$
3,101,121.24
March 25, 2035
I-6-A
Variable(2)
$
3,435,708.44
March 25, 2035
I-6-B
Variable(2)
$
3,435,708.44
March 25, 2035
I-7-A
Variable(2)
$
3,752,700.17
March 25, 2035
I-7-B
Variable(2)
$
3,752,700.17
March 25, 2035
I-8-A
Variable(2)
$
4,040,100.77
March 25, 2035
I-8-B
Variable(2)
$
4,040,100.77
March 25, 2035
I-9-A
Variable(2)
$
4,233,606.11
March 25, 2035
I-9-B
Variable(2)
$
4,233,606.11
March 25, 2035
1
<PAGE>
I-10-A
Variable(2)
$
4,173,698.17
March 25, 2035
I-10-B
Variable(2)
$
4,173,698.17
March 25, 2035
I-11-A
Variable(2)
$
3,989,303.66
March 25, 2035
I-11-B
Variable(2)
$
3,989,303.66
March 25, 2035
I-12-A
Variable(2)
$
3,808,298.91
March 25, 2035
I-12-B
Variable(2)
$
3,808,298.91
March 25, 2035
I-13-A
Variable(2)
$
3,635,600.14
March 25, 2035
I-13-B
Variable(2)
$
3,635,600.14
March 25, 2035
I-14-A
Variable(2)
$
3,470,823.17
March 25, 2035
I-14-B
Variable(2)
$
3,470,823.17
March 25, 2035
I-15-A
Variable(2)
$
3,313,601.70
March 25, 2035
I-15-B
Variable(2)
$
3,313,601.70
March 25, 2035
I-16-A
Variable(2)
$
3,163,586.51
March 25, 2035
I-16-B
Variable(2)
$
3,163,586.51
March 25, 2035
I-17-A
Variable(2)
$
3,020,444.49
March 25, 2035
I-17-B
Variable(2)
$
3,020,444.49
March 25, 2035
I-18-A
Variable(2)
$
2,883,858.11
March 25, 2035
I-18-B
Variable(2)
$
2,883,858.11
March 25, 2035
I-19-A
Variable(2)
$
2,753,522.70
March 25, 2035
I-19-B
Variable(2)
$
2,753,522.70
March 25, 2035
I-20-A
Variable(2)
$
2,629,199.75
March 25, 2035
I-20-B
Variable(2)
$
2,629,199.75
March 25, 2035
I-21-A
Variable(2)
$
2,510,498.84
March 25, 2035
I-21-B
Variable(2)
$
2,510,498.84
March 25, 2035
I-22-A
Variable(2)
$
2,393,363.77
March 25, 2035
I-22-B
Variable(2)
$
2,393,363.77
March 25, 2035
I-23-A
Variable(2)
$
2,287,664.79
March 25, 2035
I-23-B
Variable(2)
$
2,287,664.79
March 25, 2035
I-24-A
Variable(2)
$
35,601,131.14
March 25, 2035
I-24-B
Variable(2)
$
35,601,131.14
March 25, 2035
I-25-A
Variable(2)
$
505,414.56
March 25, 2035
I-25-B
Variable(2)
$
505,414.56
March 25, 2035
I-26-A
Variable(2)
$
486,283.73
March 25, 2035
I-26-B
Variable(2)
$
486,283.73
March 25,
2035
I-27-A
Variable(2)
$
467,905.84
March 25, 2035
I-27-B
Variable(2)
$
467,905.84
March 25, 2035
I-28-A
Variable(2)
$
450,250.09
March 25, 2035
I-28-B
Variable(2)
$
450,250.09
March 25, 2035
I-29-A
Variable(2)
$
433,286.97
March 25, 2035
I-29-B
Variable(2)
$
433,286.97
March 25, 2035
I-30-A
Variable(2)
$
416,994.95
March 25, 2035
I-30-B
Variable(2)
$
416,994.95
March 25, 2035
I-31-A
Variable(2)
$
401,333.02
March 25, 2035
I-31-B
Variable(2)
$
401,333.02
March 25, 2035
I-32-A
Variable(2)
$
386,296.62
March 25, 2035
I-32-B
Variable(2)
$
386,296.62
March 25, 2035
2
<PAGE>
I-33-A
Variable(2)
$
371,637.78
March 25, 2035
I-33-B
Variable(2)
$
371,637.78
March 25, 2035
I-34-A
Variable(2)
$
357,533.07
March 25, 2035
I-34-B
Variable(2)
$
357,533.07
March 25, 2035
I-35-A
Variable(2)
$
344,219.01
March 25, 2035
I-35-B
Variable(2)
$
344,219.01
March 25, 2035
I-36-A
Variable(2)
$
2,755,587.13
March 25, 2035
I-36-B
Variable(2)
$
2,755,587.13
March 25, 2035
I-37-A
Variable(2)
$
204,520.31
March 25, 2035
I-37-B
Variable(2)
$
204,520.31
March 25, 2035
I-38-A
Variable(2)
$
198,087.22
March 25, 2035
I-38-B
Variable(2)
$
198,087.22
March 25, 2035
I-39-A
Variable(2)
$
191,855.42
March 25, 2035
I-39-B
Variable(2)
$
191,855.42
March 25, 2035
I-40-A
Variable(2)
$
185,818.68
March 25, 2035
I-40-B
Variable(2)
$
185,818.68
March 25, 2035
I-41-A
Variable(2)
$
179,970.90
March 25, 2035
I-41-B
Variable(2)
$
179,970.90
March 25, 2035
I-42-A
Variable(2)
$
174,306.18
March 25, 2035
I-42-B
Variable(2)
$
174,306.18
March 25, 2035
I-43-A
Variable(2)
$
168,818.82
March 25, 2035
I-43-B
Variable(2)
$
168,818.82
March 25, 2035
I-44-A
Variable(2)
$
163,503.31
March 25, 2035
I-44-B
Variable(2)
$
163,503.31
March 25, 2035
I-45-A
Variable(2)
$
158,354.25
March 25, 2035
I-45-B
Variable(2)
$
158,354.25
March 25, 2035
I-46-A
Variable(2)
$
153,366.47
March 25, 2035
I-46-B
Variable(2)
$
153,366.47
March 25, 2035
I-47-A
Variable(2)
$
148,534.94
March 25, 2035
I-47-B
Variable(2)
$
148,534.94
March 25, 2035
I-48-A
Variable(2)
$
143,854.79
March 25, 2035
I-48-B
Variable(2)
$
143,854.79
March 25, 2035
I-49-A
Variable(2)
$
139,321.29
March 25, 2035
I-49-B
Variable(2)
$
139,321.29
March 25, 2035
I-50-A
Variable(2)
$
134,929.86
March 25, 2035
I-50-B
Variable(2)
$
134,929.86
March 25, 2035
I-51-A
Variable(2)
$
130,676.07
March 25, 2035
I-51-B
Variable(2)
$
130,676.07
March 25, 2035
I-52-A
Variable(2)
$
126,555.63
March 25, 2035
I-52-B
Variable(2)
$
126,555.63
March 25, 2035
I-53-A
Variable(2)
$
122,564.37
March 25, 2035
I-53-B
Variable(2)
$
122,564.37
March 25, 2035
I-54-A
Variable(2)
$
118,698.26
March 25, 2035
I-54-B
Variable(2)
$
118,698.26
March 25, 2035
I-55-A
Variable(2)
$
114,953.39
March 25, 2035
I-55-B
Variable(2)
$
114,953.39
March 25, 2035
3
<PAGE>
I-56-A
Variable(2)
$
111,325.98
March 25, 2035
I-56-B
Variable(2)
$
111,325.98
March 25, 2035
I-57-A
Variable(2)
$
107,900.48
March 25, 2035
I-57-B
Variable(2)
$
107,900.48
March 25, 2035
I-58-A
Variable(2)
$
104,562.76
March 25, 2035
I-58-B
Variable(2)
$
104,562.76
March 25, 2035
I-59-A
Variable(2)
$
101,257.55
March 25, 2035
I-59-B
Variable(2)
$
101,257.55
March 25, 2035
I-60-A
Variable(2)
$
3,074,157.92
March 25, 2035
I-60-B
Variable(2)
$
3,074,157.92
March 25, 2035
II-1-A
Variable(2)
$
664,329.66
March 25, 2035
II-1-B
Variable(2)
$
664,329.66
March 25, 2035
II-2-A
Variable(2)
$
812,249.26
March 25, 2035
II-2-B
Variable(2)
$
812,249.26
March 25, 2035
II-3-A
Variable(2)
$
958,829.33
March 25, 2035
II-3-B
Variable(2)
$
958,829.33
March 25, 2035
II-4-A
Variable(2)
$
1,102,630.33
March 25, 2035
II-4-B
Variable(2)
$
1,102,630.33
March 25, 2035
II-5-A
Variable(2)
$
1,242,289.81
March 25, 2035
II-5-B
Variable(2)
$
1,242,289.81
March 25, 2035
II-6-A
Variable(2)
$
1,376,323.35
March 25, 2035
II-6-B
Variable(2)
$
1,376,323.35
March 25, 2035
II-7-A
Variable(2)
$
1,503,308.26
March 25, 2035
II-7-B
Variable(2)
$
1,503,308.26
March 25, 2035
II-8-A
Variable(2)
$
1,618,439.14
March 25, 2035
II-8-B
Variable(2)
$
1,618,439.14
March 25, 2035
II-9-A
Variable(2)
$
1,695,956.18
March 25, 2035
II-9-B
Variable(2)
$
1,695,956.18
March 25, 2035
II-10-A
Variable(2)
$
1,671,957.43
March 25, 2035
II-10-B
Variable(2)
$
1,671,957.43
March 25, 2035
II-11-A
Variable(2)
$
1,598,090.14
March 25, 2035
II-11-B
Variable(2)
$
1,598,090.14
March 25, 2035
II-12-A
Variable(2)
$
1,525,580.77
March 25, 2035
II-12-B
Variable(2)
$
1,525,580.77
March 25, 2035
II-13-A
Variable(2)
$
1,456,398.72
March 25,
2035
II-13-B
Variable(2)
$
1,456,398.72
March 25, 2035
II-14-A
Variable(2)
$
1,390,390.09
March 25, 2035
II-14-B
Variable(2)
$
1,390,390.09
March 25, 2035
II-15-A
Variable(2)
$
1,327,408.16
March 25, 2035
II-15-B
Variable(2)
$
1,327,408.16
March 25, 2035
II-16-A
Variable(2)
$
1,267,313.00
March 25, 2035
II-16-B
Variable(2)
$
1,267,313.00
March 25, 2035
II-17-A
Variable(2)
$
1,209,971.21
March 25, 2035
II-17-B
Variable(2)
$
1,209,971.21
March 25, 2035
II-18-A
Variable(2)
$
1,155,255.55
March 25, 2035
II-18-B
Variable(2)
$
1,155,255.55
March 25, 2035
4
<PAGE>
II-19-A
Variable(2)
$
1,103,044.00
March 25, 2035
II-19-B
Variable(2)
$
1,103,044.00
March 25, 2035
II-20-A
Variable(2)
$
1,053,241.00
March 25, 2035
II-20-B
Variable(2)
$
1,053,241.00
March 25, 2035
II-21-A
Variable(2)
$
1,005,690.16
March 25, 2035
II-21-B
Variable(2)
$
1,005,690.16
March 25, 2035
II-22-A
Variable(2)
$
958,766.58
March 25, 2035
II-22-B
Variable(2)
$
958,766.58
March 25, 2035
II-23-A
Variable(2)
$
916,424.23
March 25, 2035
II-23-B
Variable(2)
$
916,424.23
March 25, 2035
II-24-A
Variable(2)
$
14,261,590.87
March 25, 2035
II-24-B
Variable(2)
$
14,261,590.87
March 25, 2035
II-25-A
Variable(2)
$
202,465.92
March 25, 2035
II-25-B
Variable(2)
$
202,465.92
March 25, 2035
II-26-A
Variable(2)
$
194,802.23
March 25, 2035
II-26-B
Variable(2)
$
194,802.23
March 25, 2035
II-27-A
Variable(2)
$
187,440.16
March 25, 2035
II-27-B
Variable(2)
$
187,440.16
March 25, 2035
II-28-A
Variable(2)
$
180,367.38
March 25, 2035
II-28-B
Variable(2)
$
180,367.38
March 25, 2035
II-29-A
Variable(2)
$
173,572.06
March 25, 2035
II-29-B
Variable(2)
$
173,572.06
March 25, 2035
II-30-A
Variable(2)
$
167,045.58
March 25, 2035
II-30-B
Variable(2)
$
167,045.58
March 25, 2035
II-31-A
Variable(2)
$
160,771.50
March 25, 2035
II-31-B
Variable(2)
$
160,771.50
March 25, 2035
II-32-A
Variable(2)
$
154,748.01
March 25, 2035
II-32-B
Variable(2)
$
154,748.01
March 25, 2035
II-33-A
Variable(2)
$
148,875.77
March 25, 2035
II-33-B
Variable(2)
$
148,875.77
March 25, 2035
II-34-A
Variable(2)
$
143,225.52
March 25, 2035
II-34-B
Variable(2)
$
143,225.52
March 25, 2035
II-35-A
Variable(2)
$
137,891.99
March 25, 2035
II-35-B
Variable(2)
$
137,891.99
March 25, 2035
II-36-A
Variable(2)
$
1,103,871.00
March 25, 2035
II-36-B
Variable(2)
$
1,103,871.00
March 25, 2035
II-37-A
Variable(2)
$
81,929.56
March 25, 2035
II-37-B
Variable(2)
$
81,929.56
March 25, 2035
II-38-A
Variable(2)
$
79,352.50
March 25, 2035
II-38-B
Variable(2)
$
79,352.50
March 25, 2035
II-39-A
Variable(2)
$
76,856.08
March 25, 2035
II-39-B
Variable(2)
$
76,856.08
March 25, 2035
II-40-A
Variable(2)
$
74,437.80
March 25, 2035
II-40-B
Variable(2)
$
74,437.80
March 25, 2035
II-41-A
Variable(2)
$
72,095.22
March 25, 2035
II-41-B
Variable(2)
$
72,095.22
March 25, 2035
5
<PAGE>
II-42-A
Variable(2)
$
69,825.97
March 25, 2035
II-42-B
Variable(2)
$
69,825.97
March 25, 2035
II-43-A
Variable(2)
$
67,627.77
March 25, 2035
II-43-B
Variable(2)
$
67,627.77
March 25, 2035
II-44-A
Variable(2)
$
65,498.40
March 25, 2035
II-44-B
Variable(2)
$
65,498.40
March 25, 2035
II-45-A
Variable(2)
$
63,435.72
March 25, 2035
II-45-B
Variable(2)
$
63,435.72
March 25, 2035
II-46-A
Variable(2)
$
61,437.65
March 25, 2035
II-46-B
Variable(2)
$
61,437.65
March 25, 2035
II-47-A
Variable(2)
$
59,502.17
March 25, 2035
II-47-B
Variable(2)
$
59,502.17
March 25, 2035
II-48-A
Variable(2)
$
57,627.33
March 25, 2035
II-48-B
Variable(2)
$
57,627.33
March 25, 2035
II-49-A
Variable(2)
$
55,811.24
March 25, 2035
II-49-B
Variable(2)
$
55,811.24
March 25, 2035
II-50-A
Variable(2)
$
54,052.06
March 25, 2035
II-50-B
Variable(2)
$
54,052.06
March 25, 2035
II-51-A
Variable(2)
$
52,348.02
March 25, 2035
II-51-B
Variable(2)
$
52,348.02
March 25, 2035
II-52-A
Variable(2)
$
50,697.39
March 25, 2035
II-52-B
Variable(2)
$
50,697.39
March 25, 2035
II-53-A
Variable(2)
$
49,098.52
March 25, 2035
II-53-B
Variable(2)
$
49,098.52
March 25, 2035
II-54-A
Variable(2)
$
47,549.78
March 25, 2035
II-54-B
Variable(2)
$
47,549.78
March 25, 2035
II-55-A
Variable(2)
$
46,049.61
March 25, 2035
II-55-B
Variable(2)
$
46,049.61
March 25, 2035
II-56-A
Variable(2)
$
44,596.49
March 25, 2035
II-56-B
Variable(2)
$
44,596.49
March 25, 2035
II-57-A
Variable(2)
$
43,224.26
March 25, 2035
II-57-B
Variable(2)
$
43,224.26
March 25, 2035
II-58-A
Variable(2)
$
41,887.19
March 25, 2035
II-58-B
Variable(2)
$
41,887.19
March 25, 2035
II-59-A
Variable(2)
$
40,563.14
March 25, 2035
II-59-B
Variable(2)
$
40,563.14
March 25,
2035
II-60-A
Variable(2)
$
1,231,488.47
March 25, 2035
II-60-B
Variable(2)
$
1,231,488.47
March 25, 2035
III-1-A
Variable(2)
$
2,474,853.80
March 25, 2035
III-1-B
Variable(2)
$
2,474,853.80
March 25, 2035
III-2-A
Variable(2)
$
3,025,904.61
March 25, 2035
III-2-B
Variable(2)
$
3,025,904.61
March 25, 2035
III-3-A
Variable(2)
$
3,571,965.18
March 25, 2035
III-3-B
Variable(2)
$
3,571,965.18
March 25, 2035
III-4-A
Variable(2)
$
4,107,672.78
March 25, 2035
III-4-B
Variable(2)
$
4,107,672.78
March 25, 2035
6
<PAGE>
III-5-A
Variable(2)
$
4,627,951.82
March 25, 2035
III-5-B
Variable(2)
$
4,627,951.82
March 25, 2035
III-6-A
Variable(2)
$
5,127,272.33
March 25, 2035
III-6-B
Variable(2)
$
5,127,272.33
March 25, 2035
III-7-A
Variable(2)
$
5,600,334.29
March 25, 2035
III-7-B
Variable(2)
$
5,600,334.29
March 25, 2035
III-8-A
Variable(2)
$
6,029,235.97
March 25, 2035
III-8-B
Variable(2)
$
6,029,235.97
March 25, 2035
III-9-A
Variable(2)
$
6,318,013.27
March 25, 2035
III-9-B
Variable(2)
$
6,318,013.27
March 25, 2035
III-10-A
Variable(2)
$
6,228,609.78
March 25, 2035
III-10-B
Variable(2)
$
6,228,609.78
March 25, 2035
III-11-A
Variable(2)
$
5,953,429.02
March 25, 2035
III-11-B
Variable(2)
$
5,953,429.02
March 25, 2035
III-12-A
Variable(2)
$
5,683,306.95
March 25, 2035
III-12-B
Variable(2)
$
5,683,306.95
March 25, 2035
III-13-A
Variable(2)
$
5,425,580.30
March 25, 2035
III-13-B
Variable(2)
$
5,425,580.30
March 25, 2035
III-14-A
Variable(2)
$
5,179,675.73
March 25, 2035
III-14-B
Variable(2)
$
5,179,675.73
March 25, 2035
III-15-A
Variable(2)
$
4,945,046.60
March 25, 2035
III-15-B
Variable(2)
$
4,945,046.60
March 25, 2035
III-16-A
Variable(2)
$
4,721,171.74
March 25, 2035
III-16-B
Variable(2)
$
4,721,171.74
March 25, 2035
III-17-A
Variable(2)
$
4,507,554.05
March 25, 2035
III-17-B
Variable(2)
$
4,507,554.05
March 25, 2035
III-18-A
Variable(2)
$
4,303,719.65
March 25, 2035
III-18-B
Variable(2)
$
4,303,719.65
March 25, 2035
III-19-A
Variable(2)
$
4,109,213.87
March 25, 2035
III-19-B
Variable(2)
$
4,109,213.87
March 25, 2035
III-20-A
Variable(2)
$
3,923,680.77
March 25, 2035
III-20-B
Variable(2)
$
3,923,680.77
March 25, 2035
III-21-A
Variable(2)
$
3,746,537.71
March 25, 2035
III-21-B
Variable(2)
$
3,746,537.71
March 25, 2035
III-22-A
Variable(2)
$
3,571,731.43
March 25, 2035
III-22-B
Variable(2)
$
3,571,731.43
March 25, 2035
III-23-A
Variable(2)
$
3,413,991.78
March 25, 2035
III-23-B
Variable(2)
$
3,413,991.78
March 25, 2035
III-24-A
Variable(2)
$
53,129,273.93
March 25, 2035
III-24-B
Variable(2)
$
53,129,273.93
March 25, 2035
III-25-A
Variable(2)
$
754,254.36
March 25, 2035
III-25-B
Variable(2)
$
754,254.36
March 25, 2035
III-26-A
Variable(2)
$
725,704.52
March 25, 2035
III-26-B
Variable(2)
$
725,704.52
March 25, 2035
III-27-A
Variable(2)
$
698,278.31
March 25, 2035
III-27-B
Variable(2)
$
698,278.31
March 25, 2035
7
<PAGE>
III-28-A
Variable(2)
$
671,929.78
March 25, 2035
III-28-B
Variable(2)
$
671,929.78
March 25, 2035
III-29-A
Variable(2)
$
646,614.91
March 25, 2035
III-29-B
Variable(2)
$
646,614.91
March 25, 2035
III-30-A
Variable(2)
$
622,301.55
March 25, 2035
III-30-B
Variable(2)
$
622,301.55
March 25, 2035
III-31-A
Variable(2)
$
598,928.49
March 25, 2035
III-31-B
Variable(2)
$
598,928.49
March 25, 2035
III-32-A
Variable(2)
$
576,488.96
March 25, 2035
III-32-B
Variable(2)
$
576,488.96
March 25, 2035
III-33-A
Variable(2)
$
554,612.87
March 25, 2035
III-33-B
Variable(2)
$
554,612.87
March 25, 2035
III-34-A
Variable(2)
$
533,563.74
March 25, 2035
III-34-B
Variable(2)
$
533,563.74
March 25, 2035
III-35-A
Variable(2)
$
513,694.52
March 25, 2035
III-35-B
Variable(2)
$
513,694.52
March 25, 2035
III-36-A
Variable(2)
$
4,112,294.71
March 25, 2035
III-36-B
Variable(2)
$
4,112,294.71
March 25, 2035
III-37-A
Variable(2)
$
305,215.46
March 25, 2035
III-37-B
Variable(2)
$
305,215.46
March 25, 2035
III-38-A
Variable(2)
$
295,615.05
March 25, 2035
III-38-B
Variable(2)
$
295,615.05
March 25, 2035
III-39-A
Variable(2)
$
286,315.04
March 25, 2035
III-39-B
Variable(2)
$
286,315.04
March 25, 2035
III-40-A
Variable(2)
$
277,306.12
March 25, 2035
III-40-B
Variable(2)
$
277,306.12
March 25, 2035
III-41-A
Variable(2)
$
268,579.20
March 25, 2035
III-41-B
Variable(2)
$
268,579.20
March 25, 2035
III-42-A
Variable(2)
$
260,125.47
March 25, 2035
III-42-B
Variable(2)
$
260,125.47
March 25, 2035
III-43-A
Variable(2)
$
251,936.42
March 25, 2035
III-43-B
Variable(2)
$
251,936.42
March 25, 2035
III-44-A
Variable(2)
$
244,003.82
March 25, 2035
III-44-B
Variable(2)
$
244,003.82
March 25, 2035
III-45-A
Variable(2)
$
236,319.63
March 25, 2035
III-45-B
Variable(2)
$
236,319.63
March 25, 2035
III-46-A
Variable(2)
$
228,876.14
March 25,
2035
III-46-B
Variable(2)
$
228,876.14
March 25, 2035
III-47-A
Variable(2)
$
221,665.81
March 25, 2035
III-47-B
Variable(2)
$
221,665.81
March 25, 2035
III-48-A
Variable(2)
$
214,681.40
March 25, 2035
III-48-B
Variable(2)
$
214,681.40
March 25, 2035
III-49-A
Variable(2)
$
207,915.83
March 25, 2035
III-49-B
Variable(2)
$
207,915.83
March 25, 2035
III-50-A
Variable(2)
$
201,362.29
March 25, 2035
III-50-B
Variable(2)
$
201,362.29
March 25, 2035
8
<PAGE>
III-51-A
Variable(2)
$
195,014.16
March 25, 2035
III-51-B
Variable(2)
$
195,014.16
March 25, 2035
III-52-A
Variable(2)
$
188,865.03
March 25, 2035
III-52-B
Variable(2)
$
188,865.03
March 25, 2035
III-53-A
Variable(2)
$
182,908.68
March 25, 2035
III-53-B
Variable(2)
$
182,908.68
March 25, 2035
III-54-A
Variable(2)
$
177,139.10
March 25, 2035
III-54-B
Variable(2)
$
177,139.10
March 25, 2035
III-55-A
Variable(2)
$
171,550.46
March 25, 2035
III-55-B
Variable(2)
$
171,550.46
March 25, 2035
III-56-A
Variable(2)
$
166,137.10
March 25, 2035
III-56-B
Variable(2)
$
166,137.10
March 25, 2035
III-57-A
Variable(2)
$
161,025.05
March 25, 2035
III-57-B
Variable(2)
$
161,025.05
March 25, 2035
III-58-A
Variable(2)
$
156,044.02
March 25, 2035
III-58-B
Variable(2)
$
156,044.02
March 25, 2035
III-59-A
Variable(2)
$
151,111.49
March 25, 2035
III-59-B
Variable(2)
$
151,111.49
March 25, 2035
III-60-A
Variable(2)
$
4,587,713.17
March 25, 2035
III-60-B
Variable(2)
$
4,587,713.17
March 25, 2035
P
0.00%
$
100.00
March 25, 2035
</TABLE>
---------------------------
(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.
<TABLE>
<CAPTION>
Uncertificated REMIC II Initial
Uncertificated
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date (1)
-----------
-----------------
-----------------
-----------------
<S>
<C>
<C>
<C>
AA
Variable(2)
$
342,660,746.74
March 25, 2035
I-A-1
Variable(2)
$
634,570.00
March 25, 2035
I-A-2
Variable(2)
$
296,530.00
March 25, 2035
I-A-3
Variable(2)
$
65,915.00
March 25, 2035
9
<PAGE>
II-A-1
Variable(2)
$
291,160.00
March 25, 2035
II-A-2
Variable(2)
$
72,790.00
March 25, 2035
III-A-1
Variable(2)
$
1,077,680.00
March 25, 2035
III-A-2
Variable(2)
$
269,420.00
March 25, 2035
M-1
Variable(2)
$
260,490.00
March 25, 2035
M-2
Variable(2)
$
194,060.00
March 25, 2035
M-3
Variable(2)
$
61,190.00
March 25, 2035
M-4
Variable(2)
$
52,450.00
March 25, 2035
M-5
Variable(2)
$
41,960.00
March 25, 2035
M-6
Variable(2)
$
34,965.00
March 25, 2035
M-7
Variable(2)
$
31,470.00
March 25, 2035
M-8
Variable(2)
$
34,965.00
March 25, 2035
ZZ
Variable(2)
$
3,573,461.46
March 25, 2035
P
0.00%
$
100.00
March 25, 2035
IO
(2)
(3)
March 25,
2035
1A
Variable(2)
$
4,232.59
March 25, 2035
1B
Variable(2)
$
24,172.89
March 25, 2035
2A
Variable(2)
$
2,404.51
March 25, 2035
2B
Variable(2)
$
9,683.51
March 25, 2035
3A
Variable(2)
$
9,132.36
March 25, 2035
3B
Variable(2)
$
36,074.36
March 25, 2035
XX
Variable(2)
$
349,568,122.97
March 25, 2035
</TABLE>
---------------------------
(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 the Class P Certificate, the Class
CE
Certificate and the 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
10
<PAGE>
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.
<TABLE>
<CAPTION>
Initial Certificate or
Uncertificated
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
I-A-1(2)
Variable(3)
$
126,914,000.00
March 25, 2035
I-A-2(2)
Variable(3)
$
59,306,000.00
March 25, 2035
I-A-3(2)
Variable(3)
$
13,183,000.00
March 25, 2035
II-A-1(2)
Variable(3)
$
58,232,000.00
March 25, 2035
II-A-2(2)
Variable(3)
$
14,558,000.00
March 25, 2035
III-A-1(2)
Variable(3)
$
215,536,000.00
March 25, 2035
III-A-2(2)
Variable(3)
$
53,884,000.00
March 25, 2035
M-1(2)
Variable(3)
$
52,098,000.00
March 25, 2035
M-2(2)
Variable(3)
$
38,812,000.00
March 25,
2035
M-3(2)
Variable(3)
$
12,238,000.00
March 25, 2035
M-4(2)
Variable(3)
$
10,490,000.00
March 25, 2035
M-5(2)
Variable(3)
$
8,392,000.00
March 25, 2035
M-6(2)
Variable(3)
$
6,993,000.00
March 25, 2035
M-7(2)
Variable(3)
$
6,294,000.00
March 25, 2035
M-8(2)
Variable(3)
$
6,993,000.00
March 25, 2035
Class CE
Interest
Variable(3)(4)
$
15,384,646.40
March 25, 2035
Class P Interest
0.00%(5)
$
100.00
March 25, 2035
Class IO
Interest
(6)
(7)
</TABLE>
-------------------
(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 as
having
been paid 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.
11
<PAGE>
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:
<TABLE>
<CAPTION>
Initial Certificate
Latest Possible
Class
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
CE
Variable(2)
$
15,384,646.40
March 25, 2035
</TABLE>
---------------
(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:
<TABLE>
<CAPTION>
Initial
Certificate Principal
Latest Possible
Class
Designation
Pass-Through Rate
Balance
Maturity Date(1)
-----------------
-----------------
-------
----------------
<S>
<C>
<C>
<C>
P
0.00%(2)
$ 100.00
March 25, 2035
</TABLE>
---------------
(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
12
<PAGE>
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:
<TABLE>
<CAPTION>
Initial Uncertificated
Latest Possible
Designation
Pass-Through Rate
Principal Balance
Maturity Date(1)
-----------
-----------------
-----------------
----------------
<S>
<C>
<C>
<C>
IO(2)
(3)
(4)
March 25, 2035
</TABLE>
---------------
(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-HE3." The Certificates issued
hereunder may be referred to as
"Asset-Backed Certificates, Series 2005-HE3"
(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:
13
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01 DEFINED TERMS.
In addition to those terms defined in Section 1.02, whenever used
in
this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
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 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,
14
<PAGE>
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
and any Distribution Date for which the
Pass-Through Rate for such Certificates
is equal to the related Net Rate Cap, 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 at a per annum rate
equal 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 M-7, Class M-8,
Class CE 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 are
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.
15
<PAGE>
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, 0.080% 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, 0.190% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 0.380% 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, 0.300% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 0.600% 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, 0.280% per annum in the case of
each Distribution Date through and
including the first possible Optional
Termination Date and 0.560% per annum in
the case of each Distribution Date
thereafter.
With respect to the Class III-A-1 Certificates and, for purposes of
the
definition of "One-Month LIBOR Pass-Through
Rate", REMIC II Regular Interest
III-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 III-A-2 Certificates and, for purposes of
the
definition of "One-Month LIBOR Pass-Through
Rate", REMIC II Regular Interest
III-A-2, 0.280% per annum in the case of
each Distribution Date through and
including the first possible Optional
Termination Date and 0.560% 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, 0.430% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 0.645% 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, 0.760% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 1.140% per annum in
the case of each Distribution Date
thereafter.
16
<PAGE>
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, 1.250% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 1.875% 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, 1.410% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 2.115% 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, 1.900% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 2.850% 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, 3.000% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 4.500% 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, 3.000% per annum in the case of each
Distribution Date through and
including the first possible Optional
Termination Date and 4.500% 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
$699,307,646.40. For federal income tax
purposes, the Certificate Notional
Amount for any Distribution Date shall be
an amount equal to the aggregate
Uncertificated Principal Balance of the
REMIC II Regular Interests (other than
REMIC II Regular Interest P) 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 CE Certificate or 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.
CERTIFICATE REGISTER: The register maintained pursuant to Section
6.02
hereof.
17
<PAGE>
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).
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, Class II-A-2, Class III-A-1
and Class III-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) 54.90% and (2)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of 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 minus $3,496,538.
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.
CLASS I-A-2 CERTIFICATE: Any Certificate designated as a "Class
I-A-2
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-2 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.
CLASS I-A-3 CERTIFICATE: Any Certificate designated as a "Class
I-A-3
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-3 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.
CLASS I-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
with respect to the Class I-A Certificates
and any Distribution Date, is the
product of the Class A Principal
Distribution Amount and a fraction, the
numerator of which is the Principal Funds
for Loan Group I for such Distribution
Date and the denominator of which is the
Principal Funds for all Loan Groups for
such Distribution Date.
CLASS II-A CERTIFICATES: Any of the Class II-A-1 Certificates and
Class
II-A-2 Certificates.
18
<PAGE>
CLASS II-A-1 CERTIFICATE: Any Certificate designated as a "Class
II-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 II-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.
CLASS II-A-2 CERTIFICATE: Any Certificate designated as a "Class
II-A-2
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 II-A-2 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.
CLASS II-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
with respect to the Class II-A Certificates
and any Distribution Date, is the
product of the Class A Principal
Distribution Amount and a fraction, the
numerator of which is the Principal Funds
for Loan Group II for such
Distribution Date and the denominator of
which is the Principal Funds for all
Loan Groups for such Distribution Date.
CLASS III-A CERTIFICATES: Any of the Class III-A-1 Certificates
and
Class III-A-2 Certificates.
CLASS III-A-1 CERTIFICATE: Any Certificate designated as a
"Class
III-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 III-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.
CLASS III-A-2 CERTIFICATE: Any Certificate designated as a
"Class
III-A-2 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 III-A-2 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.
CLASS III-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
with respect to the Class III-A
Certificates and any Distribution Date, is the
product of the Class A Principal
Distribution Amount and a fraction, the
numerator of which is the Principal Funds
for Loan Group III for such
Distribution Date and the denominator of
which is the Principal Funds for all
Loan Groups for such Distribution Date.
CLASS CE
CERTIFICATE: Any Certificate designated as a "Class CE
Certificate" on the face thereof, in the
form of Exhibit A-4 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class CE Certificates herein and
evidencing (i) a Regular Interest in REMIC
IV, (ii) the obligation to pay Basis Risk
Shortfall Amounts and Swap Termination
Payments and (iii) the right to receive the
Class IO Distribution Amount.
CLASS CE DISTRIBUTION AMOUNT: With respect to any Distribution
Date,
the sum of (i) the Current Interest for the
Class CE Interest for such
Distribution Date, (ii) any
Overcollateralization Release Amount for such
Distribution Date and (iii) without
duplication,
19
<PAGE>
any Subsequent Recoveries not distributed
to the Class A Certificates and Class
M Certificates on such Distribution Date;
provided, however that on any
Distribution Date after the Distribution
Date on which the Certificate Principal
Balances of the Class A Certificates and
Class M Certificates have been reduced
to zero, the Class CE Distribution Amount
shall include the
Overcollateralization Amount.
CLASS CE INTEREST: An uncertificated interest in the Trust Fund
held by
the Trustee on behalf of the Holders of the
Class CE Certificates, evidencing a
Regular Interest in REMIC III for purposes
of the REMIC Provisions.
CLASS IO DISTRIBUTION AMOUNT: As defined in Section 3.20 hereof.
For
purposes of clarity, the Class IO
Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap
Administrator on such Distribution
Date in excess of the amount payable on
REMIC VI Regular Interest IO on such
Distribution Date, all as further provided
in Section 3.20 hereof.
CLASS IO INTEREST: An uncertificated interest in the Trust Fund
held by
the Trustee on behalf of the Holders of
REMIC VI Regular Interest IO, evidencing
a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
CLASS M CERTIFICATES: Any of the Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6, Class M-7 and
Class M-8 Certificates.
CLASS M-1 CERTIFICATE: Any Certificate designated as a "Class
M-1
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-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.
CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of
the Class A Certificates (after
taking into account the distribution of the
Class A Principal Distribution
Amount on such Distribution Date) and (2)
the Certificate Principal Balance of
the Class M-1 Certificates immediately
prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 69.80%
and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period, and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
minus $3,496,538.
CLASS M-2 CERTIFICATE: Any Certificate designated as a "Class
M-2
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-2 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.
CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
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<PAGE>
distribution of the Class A Principal
Distribution Amount and the Class M-1
Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1)
the aggregate Certificate Principal Balance
of the Class A Certificates (after
taking into account the distribution of the
Class A Principal Distribution
Amount on such Distribution Date), (2) the
Certificate Principal Balance of the
Class M-1 Certificates (after taking into
account the distribution of the Class
M-1 Principal Distribution Amount on such
Distribution Date) and (3) the
Certificate Principal Balance of the Class
M-2 Certificates immediately prior to
such Distribution Date, over (b) the lesser
of (1) the product of (x) 80.90% and
(y) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last
day of the related Due Period, and (2) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period minus
$3,496,538.
CLASS M-3 CERTIFICATE: Any Certificate designated as a "Class
M-3
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-3 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.
CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount and the Class
M-2 Principal Distribution Amount and (y)
the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal
Balance of the Class A Certificates
(after taking into account the distribution
of the Class A Principal
Distribution Amount on such Distribution
Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates
(after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date) and (4) the Certificate Principal
Balance of the Class M-3 Certificates
immediately prior to such Distribution
Date, over (b) the lesser of (1) the
product of (x) 84.40% and (y) the aggregate
Stated Principal Balance of the Mortgage
Loans as of the last day of the related
Due Period, and (2) the aggregate Stated
Principal Balance of the Mortgage Loans
as of the last day of the related Due
Period minus $3,496,538.
CLASS M-4 CERTIFICATE: Any Certificate designated as a "Class
M-4
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-4 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.
CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class
M-3 Principal Distribution Amount
and (y) the excess, if any, of (a) the sum
of (1) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A Principal
Distribution Amount on such Distribution
Date), (2) the Certificate Principal
Balance
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<PAGE>
of the Class M-1 Certificates (after taking
into account the distribution of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (3) the
Certificate Principal Balance of the Class
M-2 Certificates (after taking into
account the distribution of the Class M-2
Principal Distribution Amount on such
Distribution Date), (4) the Certificate
Principal Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3
Principal Distribution Amount on such
Distribution Date) and (5) the Certificate
Principal Balance of the Class M-4
Certificates immediately prior to such
Distribution Date, over (b) the lesser of
(1) the product of (x) 87.40% and (y)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period, and (2) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period minus $3,496,538.
CLASS M-5 CERTIFICATE: Any Certificate designated as a "Class
M-5
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-5 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.
CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class
M-3 Principal Distribution Amount and
the Class M-4 Principal Distribution Amount
and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate
Principal Balance of the Class A
Certificates (after taking into account the
distribution of the Class A
Principal Distribution Amount on such
Distribution Date), (2) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (6) the Certificate Principal
Balance of the Class M-5 Certificates
immediately prior to such Distribution
Date, over (b) the lesser of (1) the
product of (x) 89.80% and (y) the aggregate
Stated Principal Balance of the Mortgage
Loans as of the last day of the related
Due Period, and (2) the aggregate Stated
Principal Balance of the Mortgage Loans
as of the last day of the related Due
Period minus $3,496,538.
CLASS M-6 CERTIFICATE: Any Certificate designated as a "Class
M-6
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-6 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.
CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
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<PAGE>
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount, the Class
M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount,
the Class M-4 Principal Distribution
Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the
Class A Certificates (after taking into
account the distribution of the Class A
Principal Distribution Amount on such
Distribution Date), (2) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates
immediately prior to such Distribution
Date, over (b) the lesser of (1) the
product of (x) 91.80% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period, and (2) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period minus
$3,496,538.
CLASS M-7 CERTIFICATE: Any Certificate designated as a "Class
M-7
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-7 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.
CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class
M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount,
the Class M-5 Principal Distribution
Amount and the Class M-6 Principal
Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the
Class A Certificates (after taking into
account the distribution of the Class A
Principal Distribution Amount on such
Distribution Date), (2) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
distribution of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the distribution
of the Class M-2 Principal
Distribution Amount on such Distribution
Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates
(after taking into account the
distribution of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates
(after taking into account the distribution
of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the
distribution of the Class M-5 Principal
Distribution Amount on such Distribution
Date) (7) the Certificate Principal Balance
of the Class M-6 Certificates (after
taking into
23
<PAGE>
account the distribution of the Class M-6
Principal Distribution Amount on such
Distribution Date) and (8) the Certificate
Principal Balance of the Class M-7
Certificates immediately prior to such
Distribution Date, over (b) the lesser of
(1) the product of (x) 93.60% and (y) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period, and (2) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period minus
$3,496,538.
CLASS M-8 CERTIFICATE: Any Certificate designated as a "Class
M-7
Certificate" on the face thereof, in the
form of Exhibit A-2 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class M-7 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.
CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
an
amount equal to the lesser of (x) the
remaining Principal Distribution Amount
for such Distribution Date after
distribution of the Class A Principal
Distribution Amount, the Class M-1
Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class
M-3 Principal Distribution Amount, the
Class M-4 Principal Distribution Amount,
the Class M-5 Principal Distribution
Amount, the Class M-6 Principal
Distribution Amount and the Class M-8 Principal
Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of
the Class A Certificates (after
taking into account the distribution of the
Class A Principal Distribution
Amount on such Distribution Date), (2) the
Certificate Principal Balance of the
Class M-1 Certificates (after taking into
account the distribution of the Class
M-1 Principal Distribution Amount on such
Distribution Date), (3) the
Certificate Principal Balance of the Class
M-2 Certificates (after taking into
account the distribution of the Class M-2
Principal Distribution Amount on such
Distribution Date), (4) the Certificate
Principal Balance of the Class M-3
Certificates (after taking into account the
distribution of the Class M-3
Principal Distribution Amount on such
Distribution Date), (5) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
distribution of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the distribution
of the Class M-5 Principal
Distribution Amount on such Distribution
Date) (7) the Certificate Principal
Balance of the Class M-6 Certificates
(after taking into account the
distribution of the Class M-6 Principal
Distribution Amount on such Distribution
Date), (8) the Certificate Principal
Balance of the Class M-7 Certificates
immediately prior to such Distribution Date
(after taking into account the
distribution of the Class M-7 Principal
Distribution Amount on such Distribution
Date), and (9) the Certificate Principal
Balance of the Class M-8 Certificates
immediately prior to such Distribution
Date, over (b) the lesser of (1) the
product of (x) 95.60% and (y) the aggregate
Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period, and (2) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period minus
$3,496,538.
CLASS P CERTIFICATE: Any Certificate designated as a "Class P
Certificate" on the face thereof, in the
form of Exhibit A-3 hereto,
representing the right to its Percentage
Interest of distributions provided for
the Class P Certificates as set forth
herein and evidencing a Regular Interest
in REMIC V.
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<PAGE>
CLASS P INTEREST: An uncertificated interest in the Trust Fund held
by
the Trustee on behalf of the Holders of the
Class P Certificates, evidencing a
Regular Interest in REMIC III for purposes
of the REMIC Provisions.
CLASS P CERTIFICATE ACCOUNT: The separate Eligible Account created
and
maintained by the Trustee pursuant to
Section 4.05 in the name of the Trustee
for the benefit of the Class P
Certificateholders.
CLASS R-1 CERTIFICATE: Any Certificate designated a "Class R-1
Certificate" on the face thereof, in the
form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC I
and representing the right to the
Percentage Interest of distributions
provided for the Class R-1 Certificates as
set forth herein.
CLASS R-2 CERTIFICATE: Any Certificate designated a "Class R-2
Certificate" on the face thereof, in the
form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC
II and representing the right to the
Percentage Interest of distributions
provided for the Class R-2 Certificates as
set forth herein.
CLASS R-3 CERTIFICATE: Any Certificate designated a "Class R-3
Certificate" on the face thereof, in the
form set forth in Exhibit A-5 hereto,
evidencing the Residual Interest in REMIC
III and representing the right to the
Percentage Interest of distributions
provided for the Class R-3 Certificates as
set forth herein.
CLASS RX CERTIFICATE: Any Certificate designated a "Class RX
Certificate" on the face thereof, in the
form set forth in Exhibit A-5 hereto,
evidencing the ownership of the Class R-4
Interest, Class R-5 Interest and Class
R-6 Interest and representing the right to
the Percentage Interest of
distributions provided for the Class RX
Certificates as set forth herein.
CLASS R-4 INTEREST:
The uncertificated Residual Interest in REMIC IV.
CLASS R-5 INTEREST:
The uncertificated Residual Interest in REMIC V.
CLASS R-6 INTEREST:
The uncertificated Residual Interest in REMIC VI.
CLOSING DATE: March
31, 2005.
CODE: The Internal Revenue Code of 1986, including any successor
or
amendatory provisions.
COMPENSATING INTEREST: An amount, not to exceed the Servicing Fee,
to
be deposited in the Protected Account by
the Master Servicer to the payment of a
Prepayment Interest Shortfall on a Mortgage
Loan subject to this Agreement.
CORPORATE TRUST OFFICE: The designated office of the Trustee where
at
any particular time its corporate trust
business with respect to this Agreement
shall be administered, which office at the
date of the execution of this
Agreement is located at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois,
Attention: Global Securitization Trust
Services Group - Bear Stearns Asset
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<PAGE>
Backed Securities I LLC, Series 2005-HE3,
or at such other address as the
Trustee may designate from time to
time.
CORRESPONDING CERTIFICATE: With respect to each REMIC II
Regular
Interest (other than REMIC II Regular
Interests AA, ZZ, 1A, 1B, 2A, 2B, 3A, 3B,
XX, IO and P), the Certificate with the
corresponding designation. With respect
to each REMIC III Regular Interest (other
than the Class CE Interest, the Class
P Interest and the Class IO Interest), the
related Certificate respresenting an
ownership therein.
CURRENT INTEREST: As of any Distribution Date, with respect to
the
Certificates of each Class (other than the
Class P Certificates and the Residual
Certificates), (i) the interest accrued on
the Certificate Principal Balance or
Certificate Notional Amount or
Uncertificated Notional Amount, as applicable,
during the related Accrual Period at the
applicable Pass-Through Rate plus any
amount previously distributed with respect
to interest for such Certificate that
has been recovered as a voidable preference
by a trustee in bankruptcy minus
(ii) the sum of (a) any Prepayment Interest
Shortfall for such Distribution
Date, to the extent not covered by
Compensating Interest and (b) any Relief Act
Interest Shortfalls during the related Due
Period, provided, however, that for
purposes of calculating Current Interest
for any such Class, amounts specified
in clause (ii) hereof for any such
Distribution Date shall be allocated first to
the Class CE Certificates and Residual
Certificates in reduction of amounts
otherwise distributable to such
Certificates on such Distribution Date and then
any excess shall be allocated to each Class
of Class A Certificates and Class M
Certificates PRO RATA based on the
respective amounts of interest accrued
pursuant to clause (i) hereof for each such
Class on such Distribution Date.
CURRENT 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.
CUSTODIAL AGREEMENT: An agreement, dated as of March 31, 2005,
among
the Depositor, the Seller, the Master
Servicer, the Trustee and the Custodian in
substantially the form of Exhibit J
hereto.
CUSTODIAN: LaSalle Bank National Association, or any successor
custodian appointed pursuant to the
provisions hereof and the Custodial
Agreement.
CUT-OFF DATE: The
close of business on March 1, 2005.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, the
unpaid
principal balance thereof as of the close
of business on the Cut-off Date after
application of all Principal Prepayments
received prior to the Cut-off Date and
scheduled payments of principal due on or
before the Cut-off Date, whether or
not received, but without giving effect to
any installments of principal
received in respect of Due Dates after the
Cut-off Date. The aggregate Cut-off
Date Principal Balance of the Mortgage
Loans is $699,307,646.40.
DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction
by a court of competent jurisdiction in a
proceeding under the Bankruptcy Code
in the Scheduled Payment for
26
<PAGE>
such Mortgage Loan that became final and
non-appealable, except such a reduction
resulting from a Deficient Valuation or any
other reduction that results in a
permanent forgiveness of principal.
DEFAULTING PARTY: As
defined in the Swap Agreement.
DEFICIENT VALUATION: With respect to any Mortgage Loan, a valuation
by
a court of competent jurisdiction of the
Mortgaged Property in an amount less
than the then outstanding indebtedness
under such Mortgage Loan, or any
reduction in the amount of principal to be
paid in connection with any Scheduled
Payment that results in a permanent
forgiveness of principal, which valuation or
reduction results from an order of such
court that is final and non-appealable
in a proceeding under the Bankruptcy
Code.
DEFINITIVE CERTIFICATES: As defined in Section 6.06.
DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be replaced
by a
Replacement Mortgage Loan.
DELINQUENCY EVENT: A Delinquency Event shall have occurred and
be
continuing if at any time, (x) the percent
equivalent of a fraction, the
numerator of which is the aggregate Stated
Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent
(including for this purpose any such
Mortgage Loans in bankruptcy or foreclosure
and Mortgage Loans with respect to
which the related Mortgaged Property is REO
Property), and the denominator of
which is the aggregate Stated Principal
Balance of all of the Mortgage Loans as
of the last day of the related Due Period
exceeds (y) 35% of the Current
Specified Enhancement Percentage.
DELINQUENT: A Mortgage Loan is "delinquent" if any payment due
thereon
is not made pursuant to the terms of such
Mortgage Loan by the close of business
on the day such payment is scheduled to be
due. A Mortgage Loan is "30 days
delinquent" if such payment has not been
received by the close of business on
the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month.
Similarly for "60 days delinquent," "90
days delinquent" and so on.
DENOMINATION: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal
Balance or Initial Notional Amount of
this Certificate".
DEPOSITOR: Bear Stearns Asset Backed Securities I LLC, a
Delaware
limited liability company, or its successor
in interest.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company ("DTC"), the nominee of which is
Cede & Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New
York.
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<PAGE>
DEPOSITORY AGREEMENT: With respect to the Class of Book-Entry
Certificates, the agreement among the
Depositor, the Trustee and the initial
Depository, dated as of the Closing Date,
substantially in the form of Exhibit
H.
DEPOSITORY PARTICIPANT: A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
DETERMINATION DATE: With respect to any Distribution Date, the 15th
day
of the month of such Distribution Date or,
if such 15th day is not a Business
Day, the immediately preceding Business
Day.
DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 4.04 in the name of the Trustee
for the benefit of the Certificateholders
designated "LaSalle Bank National
Association, in trust for registered
holders of Bear Stearns Asset Backed
Securities I LLC, Asset-Backed
Certificates, Series 2005-HE3". Funds in the
Distribution Account shall be held in trust
for the Certificateholders for the
uses and purposes set forth in this
Agreement.
DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to each
Distribution Date.
DISTRIBUTION DATE: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if
such 25th day is not a Business Day,
the next succeeding Business Day,
commencing in April 2005.
DUE DATE: As to any Mortgage Loan, the date in each month on which
the
related Scheduled Payment is due, as set
forth in the related Mortgage Note.
DUE PERIOD: With respect to any Distribution Date, the period from
the
second day of the calendar month preceding
the calendar month in which such
Distribution Date occurs through close of
business on the first day of the
calendar month in which such Distribution
Date occurs.
ELIGIBLE ACCOUNT: Any of (i) an account or accounts maintained with
a
federal or state chartered depository
institution or trust company, the
long-term unsecured debt obligations and
short-term unsecured debt obligations
of which (or, in the case of a depository
institution or trust company that is
the principal subsidiary of a holding
company, the debt obligations of such
holding company, so long as Moody's is not
a Rating Agency) are rated by each
Rating Agency in one of its two highest
long-term and its highest short-term
rating categories, respectively, at the
time any amounts are held on deposit
therein, or (ii) an account or accounts in
a depository institution or trust
company in which such accounts are insured
by the FDIC (to the limits
established by the FDIC) and the uninsured
deposits in which accounts are
otherwise secured such that, as evidenced
by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the
Certificateholders have a claim with
respect to the funds in such account or a
perfected first priority security
interest against any collateral (which
shall be limited to Permitted
Investments) securing such funds that is
superior to claims of any other
depositors or creditors of the depository
institution or trust company in which
such account is maintained, or (iii) a
trust account or accounts maintained with
the corporate trust department of a federal
or state chartered depository
institution or trust company having capital
and surplus of not less than
$50,000,000,
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acting in its fiduciary capacity or (iv)
any other account acceptable to the
Rating Agencies, as evidenced in writing.
Eligible Accounts may bear interest,
and may include, if otherwise qualified
under this definition, accounts
maintained with the Trustee.
EMC: EMC Mortgage
Corporation, a Delaware corporation, and its
successors and assigns.
ENCORE: Encore Credit Corp., and its successors and assigns.
ERISA: The Employee
Retirement Income Security Act of 1974, as
amended.
ERISA RESTRICTED CERTIFICATES: Prior to the termination of the
Swap
Agreement, all of the Certificates.
Subsequent to the termination of the Swap
Agreement, any of the Class CE, Class P and
Residual Certificates.
EVENT OF DEFAULT: As
defined in Section 8.01 hereof.
EXCESS CASHFLOW: With respect to any Distribution Date, an amount,
if
any, equal to the sum of (a) the Remaining
Excess Spread for such Distribution
Date and (b) the Overcollateralization
Release Amount for such Distribution
Date.
EXCESS LIQUIDATION PROCEEDS: To the extent not required by law to
be
paid to the related Mortgagor, the excess,
if any, of any Liquidation Proceeds
with respect to a Mortgage Loan over the
Stated Principal Balance of such
Mortgage Loan and accrued and unpaid
interest at the related Mortgage Rate
through the last day of the month in which
the Mortgage Loan has been
liquidated.
EXCESS SPREAD: With respect to any Distribution Date, the excess,
if
any, of (i) the Interest Funds for such
Distribution Date over (ii) the sum of
the Current Interest on the Class A
Certificates and Class M Certificates and
Interest Carry Forward Amounts on the Class
A Certificates (other than Interest
Carry Forward Amounts paid pursuant to
Section 5.04(a)(4)(A)), in each case for
such Distribution Date.
EXEMPTION: Prohibited
Transaction Exemption 90-30, as amended from
time to time.
EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the lesser of (i) the excess, if any,
of the Overcollateralization Target
Amount for such Distribution Date over the
Overcollateralization Amount for such
Distribution Date (after giving effect to
distributions of principal on the
Certificates other than any Extra Principal
Distribution Amount) and (ii) the
Excess Spread for such Distribution
Date.
FANNIE MAE: Fannie Mae
(formerly, Federal National Mortgage
Association), or any successor thereto.
FDIC: The Federal
Deposit Insurance Corporation, or any successor
thereto.
FINAL CERTIFICATION:
The certification substantially in the form
of Exhibit Three to the Custodial Agreement.
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FINAL RECOVERY
DETERMINATION: With respect to any defaulted Mortgage
Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased
by the Seller pursuant to or as
contemplated by Section 2.03(c) or Section
10.01), a determination made by the Master
Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or
recoveries which the Master Servicer,
in its reasonable good faith judgment,
expects to be finally recoverable in
respect thereof have been so recovered. The
Trustee shall maintain records,
based solely on information provided by the
Master Servicer, of each Final
Recovery Determination made thereby.
FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement
Act of 1989.
FISCAL QUARTER: December 1 to February 29 (or the last day in
such
month), March 1 to May 31, June 1 to August
31, or September 1 to November 30,
as applicable.
FITCH: Fitch, Inc. and
any successor thereto.
FREDDIE MAC: Federal Home Loan Mortgage Corporation, or any
successor
thereto.
GLOBAL CERTIFICATE: Any Private Certificate registered in the name
of
the Depository or its nominee, beneficial
interests in which are reflected on
the books of the Depository or on the books
of a Person maintaining an account
with such Depository (directly or as an
indirect participant in accordance with
the rules of such depository).
GROSS MARGIN: With respect to each Adjustable Rate Mortgage Loan,
the
fixed percentage set forth in the related
Mortgage Note that is added to the
Index on each Adjustment Date in accordance
with the terms of the related
Mortgage Note used to determine the
Mortgage Rate for such Mortgage Loan.
GROUP I LOANS: The Mortgage Loans identified as such on the
Mortgage
Loan Schedule.
GROUP I PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution
Date, the product of the Principal
Distribution Amount for such Distribution
Date and a fraction, the numerator of which
is the Principal Funds for Loan
Group I for such Distribution Date and the
denominator of which is the Principal
Funds for all Loan Groups for such
Distribution Date.
GROUP II LOANS: The Mortgage Loans identified as such on the
Mortgage
Loan Schedule.
GROUP II PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the product of the
Principal Distribution Amount for such
Distribution Date and a fraction, the
numerator of which is the Principal Funds
for Loan Group II for such Distribution
Date and the denominator of which is the
Principal Funds for all Loan Groups for
such Distribution Date.
GROUP II SEQUENTIAL TRIGGER EVENT: With respect to any
Distribution
Date, a trigger event is in effect if, on
any Distribution Date before the 37th
Distribution Date, the aggregate amount of
Realized Losses incurred since the
Cut-off Date through the last day of the
related Prepayment Period divided by
the aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off
Date exceeds 3.25% or if, on or after the
37th Distribution Date, a Trigger
Event is in effect.
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GROUP III LOANS: The
Mortgage Loans identified as such on the
Mortgage Loan Schedule.
GROUP III PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date, the product of the
Principal Distribution Amount for such
Distribution Date and a fraction, the
numerator of which is the Principal Funds
for Loan Group III for such Distribution
Date and the denominator of which is
the Principal Funds for all Loan Groups for
such Distribution Date.
GROUP III SEQUENTIAL TRIGGER EVENT: With respect to any
Distribution
Date, a trigger event is in effect if, on
any Distribution Date before the 37th
Distribution Date, the aggregate amount of
Realized Losses incurred since the
Cut-off Date through the last day of the
related Prepayment Period divided by
the aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off
Date exceeds 3.25% or if, on or after the
37th Distribution Date, a Trigger
Event is in effect.
INDEMNIFIED PERSONS: The Trustee, the Master Servicer, the Trust
Fund
and their officers, directors, agents and
employees and, with respect to the
Trustee, any separate co-trustee and its
officers, directors, agents and
employees.
INDEX: With respect to each Adjustable Rate Mortgage Loan and
with
respect to each related Adjustment Date,
the index as specified in the related
Mortgage Note.
INDIVIDUAL CERTIFICATE: Any Private Certificate registered in the
name
of the Holder other than the Depository or
its nominee.
INITIAL CERTIFICATION: The certification substantially in the form
of
Exhibit One to the Custodial Agreement.
INITIAL CERTIFICATE PRINCIPAL BALANCE: With respect to any
Certificate,
the Certificate Principal Balance of such
Certificate or any predecessor
Certificate on the Closing Date.
INSTITUTIONAL ACCREDITED INVESTOR: Any Person meeting the
requirements
of Rule 501(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act or
any entity all of the equity Holders in
which come within such paragraphs.
INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage
Loans
pursuant to any Insurance Policy and any
other insurance policy covering a
Mortgage Loan, to the extent such proceeds
are payable to the mortgagee under
the Mortgage, the Master Servicer or the
trustee under the deed of trust and are
not applied to the restoration of the
related Mortgaged Property or released to
the Mortgagor in accordance with the
procedures that the Master Servicer would
follow in servicing mortgage loans held for
its own account, in each case other
than any amount included in such Insurance
Proceeds in respect of Insured
Expenses.
INSURED EXPENSES: Expenses covered by any insurance policy with
respect
to the Mortgage Loans.
INTEREST CARRY FORWARD AMOUNT: As of any Distribution Date and
with
respect to each Class of Certificates
(other than the Class CE, Class P and the
Residual Certificates), the sum of
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(i) the excess of (a) the Current Interest
for such Class with respect to such
Distribution Date and any prior
Distribution Dates over (b) the amount actually
distributed to such Class of Certificates
with respect to interest on such
Distribution Dates and (ii) interest
thereon (to the extent permitted by
applicable law) at the applicable
Pass-Through Rate for such Class for the
related Accrual Period including the
Accrual Period relating to such
Distribution Date.
INTEREST DETERMINATION DATE: Shall mean the second LIBOR Business
Day
preceding the commencement of each Accrual
Period.
INTEREST FUNDS: With respect to each Loan Group and any
Distribution
Date (i) the sum, without duplication, of
(a) all scheduled interest during the
related Due Period with respect to the
related Mortgage Loans less the Servicing
Fee, the Trustee Fee and the LPMI Fee, if
any, (b) all Advances relating to
interest with respect to the related
Mortgage Loans made on or prior to the
related Distribution Account Deposit Date,
(c) all Compensating Interest with
respect to the related Mortgage Loans and
required to be remitted by the Master
Servicer pursuant to this Agreement with
respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent
Recoveries with respect to the related
Mortgage Loans collected during the related
Prepayment Period (to the extent
such Liquidation Proceeds and Subsequent
Recoveries relate to interest), and (e)
all amounts relating to interest with
respect to each Mortgage Loan in such Loan
Group repurchased by the Seller, Encore
Credit Corp. or People's Choice pursuant
to Sections 2.02 and 2.03 or the Mortgage
Loan Purchase Agreement and by EMC
pursuant to Section 3.18, in each case to
the extent remitted by the Master
Servicer to the Distribution Account
pursuant to this Agreement, minus (ii) all
amounts relating to interest required to be
reimbursed pursuant to Sections 4.02
and 4.05 or as otherwise set forth in this
Agreement, and (iii) any Net Swap
Payments or Swap Termination Payments (not
due to a Swap Provider Trigger Event)
owed to the Swap Administrator for payment
to the Swap Provider.
INTERIM CERTIFICATION: The certification substantially in the form
of
Exhibit Two to the Custodial Agreement.
LASALLE: LaSalle Bank
National Association, and any successor thereto.
LAST SCHEDULED DISTRIBUTION DATE: Solely for purposes of the face
of
the Certificates as follows: with respect
to the Certificates, other than the
Class I-A-1 Certificates and Class I-A-2
Certificates, the Distribution Date in
March 2035; with respect to the Class I-A-1
Certificates and Class I-A-2
Certificates, the Distribution Date in
September 2027 and November 2033,
respectively.
LATEST POSSIBLE MATURITY DATE: The Distribution Date in the
month
following the final scheduled maturity date
of the Mortgage Loan in the Trust
Fund having the latest scheduled maturity
date as of the Cut-off Date. For
purposes of the Treasury regulations under
Code Sections 860A through 860G, the
latest possible maturity date of each
Regular Interest issued by REMIC I, REMIC
II, REMIC III, REMIC IV, REMIC V and REMIC
VI shall be the Latest Possible
Maturity Date.
LIBOR
BUSINESS DAY: Shall mean a day on which banks are open for
dealing in foreign currency and exchange in
London and New York City.
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LIQUIDATED LOAN: With respect to any Distribution Date, a
defaulted
Mortgage Loan that has been liquidated
through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other
realization as provided by applicable
law governing the real property subject to
the related Mortgage and any security
agreements and as to which the Master
Servicer has made a Final Recovery
Determination with respect thereto.
LIQUIDATION PROCEEDS: Amounts, other than Insurance Proceeds,
received
in connection with the partial or complete
liquidation of a Mortgage Loan,
whether through trustee's sale, foreclosure
sale or otherwise, or in connection
with any condemnation or partial release of
a Mortgaged Property and any other
proceeds received with respect to an REO
Property, less the sum of related
unreimbursed Advances, Servicing Fees and
Servicing Advances and all expenses of
liquidation, including property protection
expenses and foreclosure and sale
costs, including court and reasonable
attorneys fees.
LOAN-TO-VALUE RATIO: The fraction, expressed as a percentage,
the
numerator of which is the original
principal balance of the related Mortgage
Loan and the denominator of which is the
Appraised Value of the related
Mortgaged Property.
LOAN GROUP: Any of
Loan Group I, Loan Group II or Loan Group III.
LOAN GROUP I: The
Mortgage Loans included as such on the Mortgage
Loan Schedule.
LOAN GROUP II: The
Mortgage Loans included as such on the Mortgage
Loan Schedule.
LOAN GROUP II: The
Mortgage Loans included as such on the Mortgage
Loan Schedule.
LOSS ALLOCATION LIMITATION: The meaning specified in Section
5.05(b)
hereof.
LPMI FEE: The fee payable to the insurer for each Mortgage Loan
subject
to an LPMI Policy as set forth in such LPMI
Policy.
LPMI POLICY: A policy
of mortgage guaranty insurance issued by an
insurer meeting the requirements of Fannie
Mae and Freddie Mac in which the
Master Servicer or the related subservicer
of the related Mortgage Loan is
responsible for the payment of the LPMI Fee
thereunder from collections on the
related Mortgage Loan.
MAJORITY CLASS CE CERTIFICATEHOLDER: The Holder of a 50.01% or
greater
Percentage Interest in the Class CE
Certificates.
MARKER RATE: With respect to the Class CE Interest and any
Distribution
Date, a per annum rate equal to two (2)
times the weighted average of the
Uncertificated REMIC II Pass-Through Rates
for the REMIC II Regular Interests
(other than REMIC II Regular Interests AA,
1A, 1B, 2A, 2B, 3A, 3B, XX, IO and
P), with the rate on each such REMIC II
Regular Interest (other than REMIC II
Regular Interest ZZ) subject to a cap equal
to the lesser of (i) the One-Month
LIBOR Pass-Through Rate for the
Corresponding Certificate and (ii) the Net Rate
Cap for the REMIC III Regular Interest the
ownership of which is represented by
the Corresponding Certificate for the
purpose of this calculation for such
Distribution Date, and with the rate on
REMIC II Regular Interest ZZ subject to
a cap of zero for the purpose of this
calculation.
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MASTER SERVICER: EMC Mortgage Corporation, in its capacity as
master
servicer, and its successors and
assigns.
MASTER SERVICER CERTIFICATION: A written certification covering
servicing of the Mortgage Loans by the
Master Servicer and signed by an officer
of the Master Servicer that complies with
(i) the Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the
February 21, 2003 Statement by the Staff
of the Division of Corporation Finance of
the Securities and Exchange Commission
Regarding Compliance by Asset Backed
Issuers with Exchange Act Rules 13a 14 and
15d 14, as in effect from time to time;
provided that if, after the Closing Date
(a) the Sarbanes Oxley Act of 2002 is
amended, (b) the Statement referred to in
clause (ii) is modified or superceded by
any subsequent statement, rule or
regulation of the Securities and Exchange
Commission or any statement of a
division thereof, or (c) any future
releases, rules and regulations are
published by the Securities and Exchange
Commission from time to time pursuant
to the Sarbanes Oxley Act of 2002, which in
any such case affects the form or
substance of the required certification and
results in the required
certification being, in the reasonable
judgment of the Master Servicer,
materially more onerous than the form of
the required certification as of the
Closing Date, the Master Servicer
Certification shall be as agreed to by the
Master Servicer, the Depositor and the
Seller following a negotiation in good
faith to determine how to comply with any
such new requirements.
MAXIMUM MORTGAGE RATE: With respect to each Adjustable Rate
Mortgage
Loan, the percentage set forth in the
related Mortgage Note as the maximum
Mortgage Rate thereunder.
MAXIMUM UNCERTIFICATED ACCRUED INTEREST DEFERRAL AMOUNT: With
respect
to any Distribution Date, the excess of (i)
accrued interest at the
Uncertificated REMIC II Pass-Through Rate
applicable to REMIC II Regular
Interest ZZ for such Distribution Date on a
balance equal to the Uncertificated
Principal Balance of REMIC II Regular
Interest ZZ minus the REMIC II
Overcollateralized Amount, in each case for
such Distribution Date, over (ii)
the aggregate amount of Uncertificated
Accrued Interest for such Distribution
Date on the REMIC II Regular Interests
(other than REMIC II Regular Interests
AA, ZZ, 1A, 1B, 2A, 2B, 3A, 3B, XX, IO and
P), with the rate on each such REMIC
II Regular Interest subject to a cap equal
to the lesser of (x) the One Month
LIBOR Pass Through Rate for the
Corresponding Certificate and (y) the Net Rate
Cap for the REMIC III Regular Interest the
ownership of which is represented by
the Corresponding Certificate for the
purpose of this calculation for such
Distribution Date.
MERS: Mortgage
Electronic
Registration
Systems, Inc., a
corporation organized and existing under the
laws of the State of Delaware, or
any successor thereto.
MERS(R) SYSTEM: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans
registered
with MERS on the MERS(R) System.
MINIMUM MORTGAGE RATE: With respect to each Adjustable Rate
Mortgage
Loan, the percentage set forth in the
related Mortgage Note as the minimum
Mortgage Rate thereunder.
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MOM LOAN: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as
nominee for the originator of such
Mortgage Loan and its successors and
assigns, at the origination thereof.
MONTHLY STATEMENT: The
statement delivered to the Certificateholders
pursuant to Section 5.06.
MOODY'S: Moody's
Investors Service, Inc., and any successor thereto.
MORTGAGE: The mortgage, deed of trust or other instrument creating
a
first or second lien on or first or second
priority ownership interest in an
estate in fee simple in real property
securing a Mortgage Note.
MORTGAGE FILE:
The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Custodian to be added to the
Mortgage File pursuant to this Agreement and
the Custodial Agreement.
MORTGAGE LOANS: Such of the Mortgage Loans transferred and assigned
to
the Trustee pursuant to the provisions
hereof, as from time to time are held as
a part of the Trust Fund (including any REO
Property), the mortgage loans so
held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure
or other acquisition of title of the
related Mortgaged Property.
MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase
Agreement,
dated as of March 31, 2005, among the
Seller, as seller, the Depositor, as
purchaser, Encore Credit Corp. and People's
Choice in the form attached hereto
as Exhibit L.
MORTGAGE LOAN PURCHASE PRICE: The price, calculated as set forth
in
Section 10.01, to be paid in connection
with the repurchase of the Mortgage
Loans pursuant to Section 10.01.
MORTGAGE LOAN SCHEDULE: The list of Mortgage Loans (as from time
to
time amended by the Seller or the Master
Servicer to reflect the deletion of
Deleted Mortgage Loans and the addition of
Replacement Mortgage Loans pursuant
to the provisions of this Agreement)
transferred to the Trustee as part of the
Trust Fund and from time to time subject to
this Agreement, the initial Mortgage
Loan Schedule being attached hereto as
Exhibit B, setting forth the following
information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(i) the
current gross mortgage rate;
(ii)
the Servicing Fee Rate;
(iii) the
master servicing fee rate, if applicable;
(iv)
the LPMI Fee, if applicable;
(v) the
Trustee Fee Rate;
(vi)
the current net mortgage rate;
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(vii) the
maturity date;
(viii) the
original principal balance;
(ix)
the current principal balance;
(x) the stated
original term to maturity;
(xi) the stated remaining
term to maturity;
(xii) the
property type;
(xiii) the MIN
with respect to each MOM Loan;
(xiv) with
respect to each Adjustable Rate Mortgage Loan,
the Minimum Mortgage Rate;
(xv)
with respect to each Adjustable Rate Mortgage Loan,
the Maximum Mortgage Rate;
(xvi) with
respect to each Adjustable Rate Mortgage Loan,
the Gross Margin;
(xvii) with
respect to each Adjustable Rate Mortgage Loan,
the next Adjustment Date;
(xviii) with respect
to each Adjustable Rate Mortgage Loan,
the Periodic Rate Cap;
(xix) the
Loan Group; and
(xx)
a
code indicating whether such Mortgage Loan is a
first lien Mortgage Loan or a second lien Mortgage Loan.
Such schedule shall also set forth the aggregate Cut-off Date
Principal
Balance for all of the Mortgage Loans.
MORTGAGE
NOTE: The original executed note or other evidence of
indebtedness of a Mortgagor under a
Mortgage Loan.
MORTGAGE RATE: With respect to each fixed rate Mortgage Loan, the
rate
set forth in the related Mortgage Note.
With respect to each Adjustable Rate
Mortgage Loan, the annual rate at which
interest accrues on such Mortgage Loan
from time to time in accordance with the
provisions of the related Mortgage
Note, which rate (A) as of any date of
determination until the first Adjustment
Date following the Cut-off Date shall be
the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect
immediately following the Cut-off Date
and (B) as of any date of determination
thereafter shall be the rate as adjusted
on the most recent Adjustment Date, to
equal the sum, rounded to the next
highest or nearest 0.125% (as provided in
the
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Mortgage Note), of the Index, determined as
set forth in the related Mortgage
Note, plus the related Gross Margin subject
to the limitations set forth in the
related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO
Property, as of any date of determination,
the annual rate determined in
accordance with the immediately preceding
sentence as of the date such Mortgage
Loan became an REO Property.
MORTGAGED PROPERTY:
The underlying property securing a Mortgage Loan.
MORTGAGOR: The
obligors on a Mortgage Note.
NET MORTGAGE RATE: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the Mortgage Rate less
the sum of (i) the Servicing Fee
Rate, (ii) the Trustee Fee Rate and (iii)
the rate at which the LPMI Fee is
calculated, if any.
NET RATE CAP: With respect to any Distribution Date and the
Class
I-A-1, Class I-A-2 and Class I-A-3
Certificates, the excess of (A) a rate per
annum equal to the product of (x) the
weighted average of the Net Mortgage Rates
on the then outstanding Mortgage Loans in
Loan Group I, weighted based on the
Stated Principal Balances of such Mortgage
Loans as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs and (y)
a fraction, the numerator of which is 30
and the denominator of which is the
actual number of days elapsed in the
related Accrual Period, over (B) the sum of
(1) an amount, expressed as a rate, equal
to the Net Swap Payment payable to the
Swap Provider on such Distribution Date,
divided by the aggregate outstanding
Stated Principal Balance of the Mortgage
Loans as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs,
multiplied by 12, and (2) an amount equal
to the Swap Termination Payment not
due to a Swap Provider Trigger Event
payable to the Swap Provider, divided by
the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of
the first day of the calendar month
preceding the month in which the
Distribution Date occurs. With respect to
any Distribution Date and the REMIC
III Regular Interests the ownership of
which is represented by the Class I-A-1,
Class I-A-2 and Class I-A-3 Certificates, a
per annum rate equal to the weighted
average (adjusted for the actual number of
days elapsed in the related Accrual
Period) of the Uncertificated REMIC II
Pass-Through Rate on REMIC II Regular
Interest 1B, weighted on the basis of the
Uncertificated Principal Balance of
such REMIC II Regular Interest immediately
prior to such Distribution Date.
With respect to any Distribution Date and the Class II-A-1
Certificates
and Class II-A-2 Certificates, the excess
of (A) a rate per annum equal to the
product of (x) the weighted average of the
Net Mortgage Rates on the then
outstanding Mortgage Loans in Loan Group
II, weighted based on the Stated
Principal Balances of such Mortgage Loans
as of the first day of the calendar
month preceding the month in which the
Distribution Date occurs and (y) a
fraction, the numerator of which is 30 and
the denominator of which is the
actual number of days elapsed in the
related Accrual Period, over (B) the sum of
(1) an amount, expressed as a per annum
rate, equal to the Net Swap Payment
payable to the Swap Provider on such
Distribution Date, divided by the aggregate
outstanding Stated Principal Balance of the
Mortgage Loans as of the first day
of the calendar month preceding the month
in which the Distribution Date occurs,
multiplied by 12, and (2) an amount equal
to the Swap Termination Payment not
due to a Swap Provider Trigger Event
payable to the Swap Provider, divided by
the aggregate outstanding Stated
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Principal Balance of the Mortgage Loans as
of the first day of the calendar
month preceding the month in which the
Distribution Date occurs. With respect to
any Distribution Date and the REMIC III
Regular Interests the ownership of which
is represented by the Class II-A-1
Certificates and Class II-A-2 Certificates,
the weighted average (adjusted for the
actual number of days elapsed in the
related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 2B, weighted on
the basis of the Uncertificated
Principal Balance of such REMIC II Regular
Interest immediately prior to such
Distribution Date.
With respect to any Distribution Date and the Class III-A-1
Certificates and Class III-A-2
Certificates, the excess of (A) a rate per annum
equal to the product of (x) the weighted
average of the Net Mortgage Rates on
the then outstanding Mortgage Loans in Loan
Group III, weighted based on the
Stated Principal Balances of such Mortgage
Loans as of the first day of the
calendar month preceding the month in which
the Distribution Date occurs and (y)
a fraction, the numerator of which is 30
and the denominator of which is the
actual number of days elapsed in the
related Accrual Period, over (B) the sum of
(1) an amount, expressed as a per annum
rate, equal to the Net Swap Payment
payable to the Swap Provider on such
Distribution Date, divided by the aggregate
outstanding Stated Principal Balance of the
Mortgage Loans as of the first day
of the calendar month preceding the month
in which the Distribution Date occurs,
multiplied by 12, and (2) an amount equal
to the Swap Termination Payment not
due to a Swap Provider Trigger Event
payable to the Swap Provider, divided by
the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of
the first day of the calendar month
preceding the month in which the
Distribution Date occurs. With respect to
any Distribution Date and the REMIC
III Regular Interests the ownership of
which is represented by the Class III-A-1
Certificates and Class III-A-2
Certificates, the weighted average (adjusted for
the actual number of days elapsed in the
related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rate
on REMIC II Regular Interest 3B,
weighted on the basis of the Uncertificated
Principal Balance of such REMIC II
Regular Interest immediately prior to such
Distribution Date.
With respect to any Distribution Date and the Class M Certificates,
the
excess of (A) a rate per annum equal to the
product of (x) the weighted average
of the weighted average of the Net Mortgage
Rates on the then outstanding
Mortgage Loans in each Loan Group, weighted
in proportion to the results of
subtracting from the aggregate Stated
Principal Balance of each such Loan Group
as of the first day of the calendar month
preceding the month in which the
Distribution Date occurs, the aggregate
Certificate Principal Balance of the
related Class or Classes of Senior
Certificates and (y) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number of
days elapsed in the related Accrual Period,
over (B) the sum of (1) an amount,
expressed as a per annum rate, equal to the
Net Swap Payment payable to the Swap
Provider on such Distribution Date, divided
by the aggregate outstanding Stated
Principal Balance of the Mortgage Loans as
of the first day of the calendar
month preceding the month in which the
Distribution Date occurs, multiplied by
12, and (2) an amount equal to the Swap
Termination Payment not due to a Swap
Provider Trigger Event payable to the Swap
Provider, divided by the aggregate
outstanding Stated Principal Balance of the
Mortgage Loans as of the first day
of the calendar month preceding the month
in which the Distribution Date occurs.
With respect to any Distribution Date and
the REMIC III Regular Interests the
ownership of which is represented by the
Class M Certificates, a per annum rate
equal to the weighted average (adjusted for
the actual number of days elapsed in
the related Accrual Period) of the
Uncertificated REMIC II Pass-Through Rates on
(a) REMIC II Regular Interest 1A,
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subject to a cap and a floor equal to the
Uncertificated REMIC II Pass-Through
Rate on REMIC II Regular Interest 1B, (b)
REMIC II Regular Interest 2A, subject
to a cap and a floor equal to the
Uncertificated REMIC II Pass-Through Rate on
REMIC II Regular Interest 2B and (c) REMIC
II Regular Interest 3A, subject to a
cap and a floor equal to the Uncertificated
REMIC II Pass-Through Rate on REMIC
II Regular Interest 3B, in each case as
determined for such Distribution Date,
weighted on the basis of the Uncertificated
Principal Balances of each such
REMIC II Regular Interest immediately prior
to such Distribution Date.
NET SWAP PAYMENT: With respect to each Distribution Date, the
net
payment required to be made pursuant to the
terms of the Swap Agreement by
either the Swap Provider or the Swap
Administrator, which net payment shall not
take into account any Swap Termination
Payment.
NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a
Book-Entry
Certificate.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made
or
proposed to be made by the Master Servicer
pursuant to this Agreement, that, in
the good faith judgment of the Master
Servicer, will not or, in the case of a
proposed advance, would not, be ultimately
recoverable by it from the related
Mortgagor, related Liquidation Proceeds,
Insurance Proceeds or otherwise.
NOTIONAL AMOUNT: With respect to each Distribution Date and the
Swap
Agreement, the notional amount for the
related calculation period as set forth
in the related schedule set forth in
Exhibit M.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the
President, a Vice President (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one
of the assistant treasurers or assistant
secretaries of the Depositor or the
Master Servicer (or any other officer
customarily performing functions similar
to those performed by any of the above
designated officers and also to whom,
with respect to a particular matter, such
matter is referred because of such
officer's knowledge of and familiarity with
a particular subject) or (ii), if
provided for in this Agreement, signed by a
Servicing Officer, as the case may
be, and delivered to the Depositor, the
Seller and/or the Trustee, as the case
may be, as required by this Agreement.
ONE-MONTH LIBOR: With respect to any Accrual Period, the rate
determined by the Trustee on the related
Interest Determination Date on the
basis of the rate for U.S. dollar deposits
for one month that appears on
Telerate Screen Page 3750 as of 11:00 a.m.
(London time) on such Interest
Determination Date; provided that the
parties hereto acknowledge that One-Month
LIBOR for the first Accrual Period shall
equal 2.850% per annum. If such rate
does not appear on such page (or such other
page as may replace that page on
that service, or if such service is no
longer offered, such other service for
displaying One-Month LIBOR or comparable
rates as may be reasonably selected by
the Trustee), One-Month LIBOR for the
applicable Accrual Period will be the
Reference Bank Rate. If no such quotations
can be obtained by the Trustee and no
Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR
applicable to the preceding Accrual Period.
The establishment of One-Month LIBOR
on each Interest Determination Date by the
Trustee and the Trustee's calculation
of the rate of interest applicable
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to the Class A Certificates and Class M
Certificates for the related Accrual
Period shall, in the absence of manifest
error, be final and binding.
ONE-MONTH LIBOR PASS-THROUGH RATE: With respect to the Class
I-A-1
Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest Deferral
Amount", REMIC II Regular Interest
I-A-1, a per annum rate equal to One Month
LIBOR plus the related Certificate
Margin.
With respect to the Class I-A-2 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
I-A-2, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class I-A-3 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
I-A-3, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class II-A-1 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
II-A-1, a per annum rate equal to
One Month LIBOR plus the related
Certificate Margin.
With respect to
the Class II-A-2 Certificates and, for purposes of the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
II-A-2, a per annum rate equal to
One Month LIBOR plus the related
Certificate Margin.
With respect to the Class III-A-1 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
III-A-1, a per annum rate equal to
One Month LIBOR plus the related
Certificate Margin.
With respect to the Class III-A-2 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
III-A-2, a per annum rate equal to
One Month LIBOR plus the related
Certificate Margin.
With respect to the Class M-1 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-1, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-2 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-2, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-3 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-3, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
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With respect to the Class M-4 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-4, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-5 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-5, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-6 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-6, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-7 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-7, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-8 Certificates and, for purposes of
the
definition of "Marker Rate" and "Maximum
Uncertificated Accrued Interest
Deferral Amount", REMIC II Regular Interest
M-8, a per annum rate equal to One
Month LIBOR plus the related Certificate
Margin.
OPINION OF COUNSEL: A written opinion of counsel, who may be
counsel
for the Seller, the Depositor or the Master
Servicer, reasonably acceptable to
each addressee of such opinion; provided
that with respect to Section 2.05,
7.05, 7.07 or 11.01, or the interpretation
or application of the REMIC
Provisions, such counsel must (i) in fact
be independent of the Seller,
Depositor and the Master Servicer, (ii) not
have any direct financial interest
in the Seller, the Depositor or the Master
Servicer or in any affiliate of
either, and (iii) not be connected with the
Seller, the Depositor or the Master
Servicer as an officer, employee, promoter,
underwriter, trustee, partner,
director or person performing similar
functions.
OPTIONAL TERMINATION: The termination of the Trust Fund created
hereunder as a result of the purchase of
all of the Mortgage Loans and any REO
Property pursuant to the last sentence of
Section 10.01 hereof.
OPTIONAL
TERMINATION DATE: The Distribution Date on which the Stated
Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of
the Stated Principal Balance of all of the
Mortgage Loans as of the Cut-off
Date.
ORIGINAL VALUE: The value of the property underlying a Mortgage
Loan
based, in the case of the purchase of the
underlying Mortgaged Property, on the
lower of an appraisal or the sales price of
such property or, in the case of a
refinancing, on an appraisal.
OTS: The Office of
Thrift Supervision.
OUTSTANDING: With
respect to the Certificates as of any date
of determination, all Certificates theretofore executed
and authenticated
under this Agreement except:
(a) Certificates theretofore canceled by the Trustee or delivered
to
the Trustee for cancellation; and
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<PAGE>
(b) Certificates in exchange for which or in lieu of which
other
Certificates have been executed and
delivered by the Trustee pursuant to this
Agreement.
OUTSTANDING MORTGAGE LOAN: As of any date of determination, a
Mortgage
Loan with a Stated Principal Balance
greater than zero that was not the subject
of a Principal Prepayment in full, and that
did not become a Liquidated Loan,
prior to the end of the related Prepayment
Period.
OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution
Date,
the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage
Loans as of the last day of the related Due
Period (including any reduction due
to Realized Losses) over the Certificate
Principal Balances of the Certificates
(other than the Class CE and Class P
Certificates) on such Distribution Date
(after taking into account the payment of
principal other than any Extra
Principal Distribution Amount on such
Certificates).
OVERCOLLATERALIZATION RELEASE AMOUNT: With respect to any
Distribution
Date, the lesser of (x) the Principal
Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the
Overcollateralization Amount for
such Distribution Date (assuming that 100%
of the Principal Remittance Amount is
applied as a principal payment on such
Distribution Date) over (ii) the
Overcollateralization Target Amount for
such Distribution Date (with the amount
pursuant to clause (y) deemed to be $0 if
the Overcollateralization Amount is
less than or equal to the
Overcollateralization Target Amount on that
Distribution Date).
OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any
Distribution
Date (a) prior to the Stepdown Date, 2.20%
of the aggregate Stated Principal
Balance of the Mortgage Loans as of the
Cut-off Date, (b) on or after the
Stepdown Date and if a Trigger Event is not
in effect, the greater of (i) the
lesser of (1) 2.20% of the aggregate Stated
Principal Balance of the Mortgage
Loans as of the Cut-off Date and (2) 4.40%
of the then current aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period and (ii) $3,496,538 or (c) on or
after the Stepdown Date and if a Trigger
Event is in effect, the
Overcollateralization Target Amount for the immediately
preceding Distribution Date.
OWNERSHIP INTEREST: As to any Certificate, any ownership interest
in
such Certificate including any interest in
such Certificate as the Holder
thereof and any other interest therein,
whether direct or indirect, legal or
beneficial.
PASS-THROUGH RATE: With respect to the Class A Certificates and
Class M
Certificates and any Distribution Date, a
rate per annum equal to the lesser of
(i) the related One Month LIBOR Pass
Through Rate for such Distribution Date and
(ii) the related Net Rate Cap for such
Distribution Date.
With respect to the Class CE Interest and any Distribution Date, a
rate
per annum equal to the percentage
equivalent of a fraction, the numerator of
which is the sum of the amount determined
for each REMIC II Regular Interest
(other than REMIC II Regular Interests 1A,
1B, 2A, 2B, 3A, 3B, XX, IO and P)
equal to (x) the excess of the
Uncertificated REMIC II Pass-Through Rate for
such REMIC II Regular Interest over the
Marker Rate, applied to (y) a notional
amount equal to the Uncertificated
Principal Balance of such REMIC II Regular
Interest, and the
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denominator of which is the aggregate
Uncertificated Principal Balance of such
REMIC II Regular Interests.
With respect to the Class CE Certificate, the Class CE
Certificate
shall not have a Pass-Through Rate, but
Current Interest for such Certificate
and each Distribution Date shall be an
amount equal to 100% of the amounts
distributable to the Class CE Interest for
such Distribution Date.
With respect to the Class P Certificate, 0.00% per annum.
With respect to REMIC VI Regular Interest IO, REMIC VI Regular
Interest
IO shall not have a Pass-Through Rate, but
Current Interest for such Regular
Interest and each Distribution Date shall
be an amount equal to 100% of the
amounts distributable to the Class IO
Interest for such Distribution Date.
PEOPLE'S CHOICE: People's Choice Home Loans, Inc. and its
successors
and assigns.
PERCENTAGE INTEREST: With respect to any Certificate of a
specified
Class, the Percentage Interest set forth on
the face thereof or the percentage
obtained by dividing the Denomination of
such Certificate by the aggregate of
the Denominations of all Certificates of
such Class.
PERIODIC RATE CAP: With respect to each Adjustable Rate Mortgage
Loan
and any Adjustment Date therefor, the fixed
percentage set forth in the related
Mortgage Note, which is the maximum amount
by which the Mortgage Rate for such
Mortgage Loan may increase or decrease
(without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such
Adjustment Date from the Mortgage
Rate in effect immediately prior to such
Adjustment Date.
PERMITTED INVESTMENTS:
At any time, any one or more of the following
obligations and securities:
(i)
obligations of the United States or any agency thereof,
provided
such obligations are backed by the full faith and credit of the
United States;
(ii) general
obligations of or obligations guaranteed by any state of
the United States or the District of Columbia receiving the
highest long-term debt rating of each Rating Agency, or such
lower rating as will not result in the downgrading or
withdrawal
