ACE SECURITIES CORP.
Depositor
SAXON MORTGAGE SERVICES, INC.
Servicer
WELLS FARGO BANK, N.A.
Master Servicer and Securities
Administrator
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 2005
ACE Securities Corp. Home Equity Loan Trust,
Series 2005-RM2
Asset Backed Pass-Through
Certificates
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
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SECTION 1.01.
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Defined Terms.
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Accepted Master Servicing
Practices
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Accepted Servicing
Practices
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Account
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Accrued Certificate
Interest
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Adjustable Rate Mortgage
Loan
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Adjustment Date
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Administration Fees
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Administration Fee
Rate
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Advance Facility
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Advance Financing
Person
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Advance Reimbursement
Amounts
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Affiliate
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Aggregate Loss Severity
Percentage
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Agreement
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Allocated Realized Loss
Amount
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Amounts Held for Future
Distribution
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Assignment
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Available Distribution
Amount
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Balloon Mortgage Loan
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Balloon Payment
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Bankruptcy Code
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Book-Entry
Certificates
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Book-Entry Custodian
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Business Day
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Cap Contracts
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Cash-Out Refinancing
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Certificate
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Certificate Factor
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Certificate Margin
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Certificateholder
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Certificate Owner
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Certificate Principal
Balance
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Certificate Register
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Class
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Class A Certificate
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Class A Principal Distribution
Amount
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Class A-1 Allocation
Percentage
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Class A-1 Certificate
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Class A-1 Principal Distribution
Amount
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Class A-1A Certificate
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Class A-1B Certificate
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Class A-2 Allocation
Percentage
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Class A-2 Certificate
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Class A-2 Principal Distribution
Amount
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Class A-2A Certificate
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Class A-2B Certificate
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Class A-2C Certificate
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Class A-2D Certificate
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Class B Certificate
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Class B-1 Certificate
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Class B-1 Principal Distribution
Amount
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Class B-2 Certificate
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Class B-2 Principal Distribution
Amount
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Class CE Certificate
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Class M Certificates
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Class M-1 Certificate
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Class M-1 Principal Distribution
Amount
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Class M-2 Certificate
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Class M-2 Principal Distribution
Amount
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Class M-3 Certificate
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Class M-3 Principal Distribution
Amount
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Class M-4 Certificate
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Class M-4 Principal Distribution
Amount
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Class M-5 Certificate
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Class M-5 Principal Distribution
Amount
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Class M-6 Certificate
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Class M-6 Principal Distribution
Amount
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Class M-7 Certificate
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Class M-7 Principal Distribution
Amount
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Class M-8 Certificate
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Class M-8 Principal Distribution
Amount
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Class M-9 Certificate
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Class M-9 Principal Distribution
Amount
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Class M-10 Certificate
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Class M-10 Principal Distribution
Amount
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Class M-11 Certificate
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Class M-11 Principal Distribution
Amount
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Class P Certificate
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Class R Certificates
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Class R-I Interest
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Class R-II Interest
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Closing Date
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Code
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Collection Account
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Commission
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Corporate Trust Office
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Corresponding
Certificate
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Credit Enhancement
Percentage
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Credit Risk Management
Agreements
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Credit Risk Management
Fee
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Credit Risk Management Fee
Rate
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Credit Risk Manager
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Custodial Account
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Custodial Agreement
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Custodian
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Cut-off Date
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Debt Service Reduction
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Deficient Valuation
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Definitive
Certificates
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Deleted Mortgage Loan
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Delinquency Percentage
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Depositor
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Depository
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Depository Institution
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Depository Participant
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Determination Date
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Directly Operate
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Disqualified
Organization
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Distribution Account
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Distribution Date
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Due Date
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Due Period
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Eligible Account
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ERISA
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Estate in Real
Property
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Excess Liquidation
Proceeds
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Expense Adjusted Mortgage
Rate
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Extraordinary Trust Fund
Expense
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Extra Principal Distribution
Amount
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Fannie Mae
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FDIC
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Final Maturity Date
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Final Recovery
Determination
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Fitch
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Freddie Mac
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Gross Margin
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Group I Interest Remittance
Amount
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Group I Mortgage Loans
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Group I Principal Distribution
Amount
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Group I Principal Remittance
Amount
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Group II Interest Remittance
Amount
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Group II Mortgage
Loans
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Group II Principal Distribution
Amount
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Group II Principal Remittance
Amount
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Independent
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Independent Contractor
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Index
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Institutional Accredited
Investor
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Insurance Proceeds
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Interest Accrual
Period
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Interest Carry Forward
Amount
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Interest Determination
Date
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Interest Distribution
Amount
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Interim Servicer
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Interest Remittance
Amount
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Last Scheduled Distribution
Date
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Late Collections
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Liquidation Event
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Liquidation Proceeds
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Loan-to-Value Ratio
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London Business Day
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Loss Severity
Percentage
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Marker Rate
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Master Servicer
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Master Servicer
Certification
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Master Servicer Event of
Default
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Master Servicer Fee
Rate
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Master Servicing Fee
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Maximum I-LTZZ Uncertificated
Interest Deferral Amount
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Maximum Mortgage Rate
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MERS
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MERS® System
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Mezzanine Certificate
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MIN
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Minimum Mortgage Rate
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MOM Loan
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Monthly Payment
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Moody’s
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Mortgage
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Mortgage File
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Mortgage Loan
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Mortgage Loan
Documents
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Mortgage Loan Purchase
Agreement
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Mortgage Loan Schedule
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Mortgage Note
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Mortgage Rate
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Mortgaged Property
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Mortgagor
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Net Monthly Excess
Cashflow
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Net Mortgage Rate
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Net WAC Pass-Through
Rate
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Net WAC Rate Carryover
Amount
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New Lease
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Nonrecoverable P&I
Advance
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Nonrecoverable Servicing
Advance
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Non-United States
Person
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Notional Amount
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Offered Certificates
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Officer’s
Certificate
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One-Month LIBOR
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One-Month LIBOR Pass-Through
Rate
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Opinion of Counsel
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Optional Termination
Date
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Originators
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Overcollateralization
Amount
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Overcollateralization Increase
Amount
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Overcollateralization Reduction
Amount
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Ownership Interest
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P&I Advance
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Pass-Through Rate
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Percentage Interest
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Periodic Rate
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Permitted Investments
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Permitted Transferee
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Person
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Plan
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Prepayment Assumption
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Prepayment Charge
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Prepayment Charge
Schedule
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Prepayment Interest
Excess
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Prepayment Interest
Shortfall
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Prepayment Period
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Principal Prepayment
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Principal Distribution
Amount
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Principal Remittance
Amount
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Purchase Price
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QIB
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Qualified Substitute Mortgage
Loan
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Rate/Term Refinancing
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Rating Agency or Rating
Agencies
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Realized Loss
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Record Date
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Reference Banks
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Refinanced Mortgage
Loan
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Regular Certificate
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Regular Interest
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Regulation S Temporary Global
Certificate
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Regulation S Permanent
Global
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Release Date
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Relief Act
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Relief Act Interest
Shortfall
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REMIC
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REMIC I
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REMIC I Interest Loss Allocation
Amount
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REMIC I Marker Allocation
Percentage
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REMIC I
Overcollateralization
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REMIC I Principal Loss Allocation
Amount
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REMIC I Regular
Interest
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REMIC I Regular Interest
I-LTAA
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REMIC I Regular Interest
I-LTA1A
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REMIC I Regular Interest
I-LTA1B
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REMIC I Regular Interest
I-LTA2A
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REMIC I Regular Interest
I-LTA2B
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REMIC I Regular Interest
I-LTA2C
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REMIC I Regular Interest
I-LTA2D
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REMIC I Regular Interest
I-LTB1
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REMIC I Regular Interest
I-LTB2
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REMIC I Regular Interest
I-LTM1
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REMIC I Regular Interest
I-LTM2
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REMIC I Regular Interest
I-LTM3
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REMIC I Regular Interest
I-LTM4
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REMIC I Regular Interest
I-LTM5
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REMIC I Regular Interest
I-LTM6
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REMIC I Regular Interest
I-LTM7
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REMIC I Regular Interest
I-LTM8
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REMIC I Regular Interest
I-LTM9
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REMIC I Regular Interest
I-LTM10
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REMIC I Regular Interest
I-LTM11
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REMIC I Regular Interest
I-LTP
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REMIC I Regular Interest
I-LTXX
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REMIC I Regular Interest
I-LTZZ
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REMIC I Regular Interest
I-LT1SUB
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REMIC I Regular Interest
I-LT1GRP
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REMIC I Regular Interest
I-LT2SUB
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REMIC I Regular Interest
I-LT2GRP
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REMIC I Remittance
Rate
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REMIC I Sub WAC Allocation
Percentage
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REMIC I Subordinated Balance
Ratio
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REMIC I Required
Overcollateralization
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REMIC II
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REMIC II Certificate
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REMIC II
Certificateholder
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REMIC Provisions
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REMIC Regular Interest
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REMIC Remittance Rate
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Remittance Report
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Rents from Real
Property
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REO Account
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REO Disposition
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REO Imputed Interest
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REO Principal
Amortization
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REO Property
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Required
Overcollateralization
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Reserve Fund
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Reserve Interest Rate
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Residential Dwelling
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Residual Certificate
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Residual Interest
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ResMae Assignment
Agreement
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ResMae Mortgage Loans
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Responsible Officer
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RMAE
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RMC
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Rule
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Saxon
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Saxon Mortgage Loans
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S&P
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Scheduled Principal
Balance
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Securities
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Securities
Administrator
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Seller
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Senior Interest Distribution
Amount
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Sequential Trigger
Event
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Servicer
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Servicer Event of
Default
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Servicer Remittance
Date
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Servicer Report
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Servicing Advance
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Servicing Advance
Schedule
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Servicing Agreement
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Servicing Fee
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Servicing Fee Rate
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Servicing Officer
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Servicing Transfer
Date
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Single Certificate
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Startup Day
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Stated Principal
Balance
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Stepdown Date
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Subordinate
Certificates
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Subsequent Recoveries
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Sub-Servicer
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Sub-Servicing
Agreement
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Substitution Shortfall
Amount
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Tax Returns
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Telerate Page
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Termination Price
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Transfer
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Transferee
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Transferor
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Trigger Event
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Trust
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Trust Fund
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Trust REMIC
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Trustee
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Uncertificated Balance
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Uncertificated
Interest
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Uninsured Cause
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United States Person
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Value
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Verification Report
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Voting Rights
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Wells Fargo
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SECTION 1.02.
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Allocation of Certain Interest
Shortfalls.
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ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
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SECTION 2.01.
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Conveyance of the Mortgage
Loans.
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SECTION 2.02.
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Acceptance of REMIC I by
Trustee.
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SECTION 2.03.
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Repurchase or Substitution of
Mortgage Loans.
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SECTION 2.04.
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Representations and Warranties of
the Master Servicer.
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SECTION 2.05.
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Representations, Warranties and
Covenants of the Servicer.
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SECTION 2.06.
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Issuance of the REMIC I Regular
Interests and the Class R-I Interest.
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SECTION 2.07.
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Conveyance of the REMIC I Regular
Interests; Acceptance of REMIC Iby the
Trustee.
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SECTION 2.08.
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Issuance of Residual
Certificates.
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SECTION 2.09.
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Establishment of the
Trust.
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ARTICLE III ADMINISTRATION AND
SERVICING OF THE MORTGAGE LOANS;
ACCOUNTS
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SECTION 3.01.
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Servicer to Act as
Servicer.
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SECTION 3.02.
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Sub-Servicing Agreements Between the
Servicer and Sub-Servicers.
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SECTION 3.03.
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Successor Sub-Servicers.
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SECTION 3.04.
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No Contractual Relationship Between
Sub-Servicer, Trustee or the
Certificateholders.
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SECTION 3.05.
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Assumption or Termination of
Sub-Servicing Agreement by Successor
Servicer.
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SECTION 3.06.
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Collection of Certain Mortgage Loan
Payments.
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SECTION 3.07.
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Collection of Taxes, Assessments and
Similar Items; Servicing Accounts.
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SECTION 3.08.
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Collection Account and Distribution
Account.
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SECTION 3.09.
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Withdrawals from the Collection
Accounts and Distribution Account.
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SECTION 3.10.
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Investment of Funds in the
Investment Accounts.
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SECTION 3.11.
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Maintenance of Hazard Insurance,
Errors and Omissions and Fidelity Coverage and Primary Mortgage
Insurance.
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SECTION 3.12.
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Enforcement of Due-on-Sale Clauses;
Assumption Agreements
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SECTION 3.13.
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Realization Upon Defaulted Mortgage
Loans.
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SECTION 3.14.
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Trustee to Cooperate; Release of
Mortgage Files.
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SECTION 3.15.
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Servicing Compensation.
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SECTION 3.16.
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Collection Account
Statements.
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SECTION 3.17.
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Statement as to
Compliance.
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SECTION 3.18.
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Independent Public
Accountants’ Servicing Report.
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SECTION 3.19.
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Annual Certification.
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SECTION 3.20.
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Access to Certain
Documentation.
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SECTION 3.21.
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Title, Management and Disposition of
REO Property.
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SECTION 3.22.
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Obligations of the Servicer in
Respect of Prepayment Interest Shortfalls;Relief Act Interest
Shortfalls.
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SECTION 3.23.
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Obligations of the Servicer in
Respect of Mortgage Rates and Monthly
Payments.
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SECTION 3.24.
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Reserve Fund.
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|
|
SECTION 3.25.
|
Advance Facility.
|
|
|
SECTION 3.26.
|
Servicer Indemnification.
|
|
|
|
|
|
ARTICLE IV ADMINISTRATION AND MASTER
SERVICING OF THE MORTGAGE LOANS BY THE MASTER
SERVICER
|
SECTION 4.01.
|
Master Servicer.
|
|
|
SECTION 4.02.
|
REMIC-Related Covenants.
|
|
|
SECTION 4.03.
|
Monitoring of Servicer.
|
|
|
SECTION 4.04.
|
Fidelity Bond.
|
|
|
SECTION 4.05.
|
Power to Act; Procedures.
|
|
|
SECTION 4.06.
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
|
|
|
|
|
|
|
|
SECTION 4.07.
|
Documents, Records and Funds in
Possession of Master Servicer To Be Held for
Trustee.
|
|
SECTION 4.08.
|
Standard Hazard Insurance and Flood
Insurance Policies.
|
|
SECTION 4.09.
|
Presentment of Claims and Collection
of Proceeds.
|
|
|
SECTION 4.10.
|
Maintenance of Primary Mortgage
Insurance Policies.
|
|
|
|
|
|
|
|
SECTION 4.11.
|
Trustee to Retain Possession of
Certain Insurance Policies and
Documents.
|
|
SECTION 4.12.
|
Realization Upon Defaulted Mortgage
Loans.
|
|
|
SECTION 4.13.
|
Compensation for the Master
Servicer.
|
|
|
SECTION 4.14.
|
REO Property.
|
|
|
SECTION 4.15.
|
Annual Officer’s Certificate
as to Compliance.
|
|
|
SECTION 4.16.
|
Annual Independent
Accountant’s Servicing Report.
|
|
SECTION 4.17.
|
Reserved.
|
|
|
|
|
|
|
|
|
|
|
SECTION 4.18.
|
Obligation of the Master Servicer in
Respect of Prepayment Interest Shortfalls.
|
|
SECTION 4.19.
|
Prepayment Penalty
Verification.
|
ARTICLE V PAYMENTS TO
CERTIFICATEHOLDERS
|
SECTION 5.01.
|
Distributions.
|
|
|
SECTION 5.02.
|
Statements to
Certificateholders.
|
|
|
SECTION 5.03.
|
Servicer Reports; P&I
Advances.
|
|
|
SECTION 5.04.
|
Allocation of Realized
Losses.
|
|
|
SECTION 5.05.
|
Compliance with Withholding
Requirements.
|
|
|
|
|
|
|
|
|
SECTION 5.06.
|
Reports Filed with Securities and
Exchange Commission.
|
ARTICLE VI THE CERTIFICATES
|
SECTION 6.01.
|
The Certificates.
|
|
|
SECTION 6.02.
|
Registration of Transfer and
Exchange of Certificates.
|
|
SECTION 6.03.
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
|
SECTION 6.04.
|
Persons Deemed Owners.
|
|
|
SECTION 6.05.
|
Certain Available
Information.
|
|
|
|
|
|
|
|
|
ARTICLE VII THE DEPOSITOR, THE
SERVICER AND THE MASTER SERVICER
|
SECTION 7.01.
|
Liability of the Depositor, the
Servicer and the Master Servicer.
|
|
SECTION 7.02.
|
Merger or Consolidation of the
Depositor, the Servicer or the Master
Servicer.
|
|
SECTION 7.03.
|
Limitation on Liability of the
Depositor, the Servicer, the Master Servicer and
Others.
|
|
SECTION 7.04.
|
Limitation on Resignation of the
Servicer.
|
|
|
SECTION 7.05.
|
Limitation on Resignation of the
Master Servicer.
|
|
|
SECTION 7.06.
|
Assignment of Master
Servicing.
|
|
|
SECTION 7.07.
|
Rights of the Depositor in Respect
of the Servicer and the Master Servicer.
|
|
SECTION 7.08.
|
Duties of the Credit Risk
Manager.
|
|
|
SECTION 7.09.
|
Limitation Upon Liability of the
Credit Risk Manager.
|
|
|
SECTION 7.10.
|
Removal of the Credit Risk
Manager.
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VIII DEFAULT
|
SECTION 8.01.
|
Servicer Events of
Default.
|
|
|
SECTION 8.02.
|
Master Servicer to Act; Appointment
of Successor.
|
|
SECTION 8.03.
|
Notification to
Certificateholders.
|
|
|
SECTION 8.04.
|
Waiver of Servicer Events of
Default.
|
|
|
|
|
|
|
|
ARTICLE IX CONCERNING THE TRUSTEE
AND THE SECURITIES ADMINISTRATOR
|
SECTION 9.01.
|
Duties of Trustee and Securities
Administrator.
|
|
|
SECTION 9.02.
|
Certain Matters Affecting Trustee
and Securities Administrator.
|
|
SECTION 9.03.
|
Trustee and Securities Administrator
not Liable for Certificates or Mortgage
Loans.
|
|
SECTION 9.04.
|
Trustee and Securities Administrator
May Own Certificates.
|
|
|
SECTION 9.05.
|
Fees and Expenses of Trustee and
Securities Administrator.
|
|
|
SECTION 9.06.
|
Eligibility Requirements for Trustee
and Securities Administrator.
|
|
|
SECTION 9.07.
|
Resignation and Removal of Trustee
and Securities Administrator.
|
|
SECTION 9.08.
|
Successor Trustee or Securities
Administrator.
|
|
|
SECTION 9.09.
|
Merger or Consolidation of Trustee
or Securities Administrator.
|
|
|
SECTION 9.10.
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
|
SECTION 9.11.
|
Appointment of Office or
Agency.
|
|
|
SECTION 9.12.
|
Representations and
Warranties.
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE X TERMINATION
|
SECTION 10.01.
|
Termination Upon Repurchase or
Liquidation of All Mortgage Loans.
|
|
SECTION 10.02.
|
Additional Termination
Requirements.
|
|
ARTICLE XI REMIC PROVISIONS
|
SECTION 11.01.
|
REMIC Administration.
|
|
|
SECTION 11.02.
|
Prohibited Transactions and
Activities.
|
|
SECTION 11.03.
|
Indemnification.
|
|
|
|
|
|
|
ARTICLE XII MISCELLANEOUS
PROVISIONS
|
SECTION 12.01.
|
Amendment.
|
|
|
SECTION 12.02.
|
Recordation of Agreement;
Counterparts.
|
|
|
SECTION 12.03.
|
Limitation on Rights of
Certificateholders.
|
|
SECTION 12.04.
|
Governing Law.
|
|
|
SECTION 12.05.
|
Notices.
|
|
|
SECTION 12.06.
|
Severability of
Provisions.
|
|
|
SECTION 12.07.
|
Notice to Rating
Agencies.
|
|
|
SECTION 12.08.
|
Article and Section
References.
|
|
|
SECTION 12.09.
|
Grant of Security
Interest.
|
|
|
SECTION 12.10.
|
Survival of
Indemnification.
|
|
|
SECTION 12.11.
|
Servicing Agreement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibits
|
Exhibit A-1
|
Form of Class A
Certificate
|
|
|
Exhibit A-2
|
Form of Class M
Certificate
|
|
|
Exhibit A-3
|
Form of Class B
Certificate
|
|
|
Exhibit A-4
|
Form of Class CE
Certificate
|
|
Exhibit A-5
|
Form of Class P
Certificate
|
|
|
Exhibit A-6
|
Form of Class R
Certificate
|
|
|
|
|
|
|
|
|
|
Exhibit B-1
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Class B Certificates, Class P Certificates,
Class CE Certificates and Residual Certificates Pursuant to Rule
144A Under the 1933 Act
|
|
Exhibit B-2
|
Form of Transferor Representation
Letter and Form of Transferee Representation Letter in Connection
with Transfer of the Class B Certificates, Class P Certificates,
Class CE Certificates and Residual Certificates Pursuant to Rule
501 (a) Under the 1933 Act
|
|
Exhibit B-3
|
Form of Transfer Affidavit and
Agreement and Form of Transferor Affidavit in Connection with
Transfer of Residual Certificates
|
|
Exhibit C
|
Form of Servicer
Certification
|
|
Exhibit D
|
Form of Power of Attorney
|
|
|
Schedule 1
|
Mortgage Loan Schedule
|
|
|
Schedule 2
|
Prepayment Charge
Schedule
|
|
|
Schedule 3
|
Reserved.
|
|
|
|
|
|
|
|
|
|
Schedule 4
|
Standard File Layout - Delinquency
Reporting
|
|
Schedule 5
|
Standard File Layout -
Scheduled/Scheduled
|
|
|
Schedule
6
|
Servicing
Advance Schedule
|
|
This Pooling and Servicing
Agreement, is dated and effective as of May 1, 2005, among ACE
SECURITIES CORP., as Depositor, SAXON MORTGAGE SERVICES, INC., as
Servicer, WELLS FARGO BANK, N.A., as Master Servicer and Securities
Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as
Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell
pass-through certificates to be issued hereunder in multiple
classes, which in the aggregate will evidence the entire beneficial
ownership interest of the Trust Fund created hereunder. The Trust
Fund will consist of a segregated pool of assets comprised of the
Mortgage Loans and certain other related assets subject to this
Agreement.
REMIC I
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Cap Contracts and the Reserve Fund) as a
REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I”. The Class R-I
Interest will be the sole class of “residual interests”
in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the
designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be
certificated.
|
|
|
Initial
Uncertificated
Balance
|
Latest Possible
Maturity Date (1)
|
|
I-LTAA
|
Variable (2)
|
$ 277,465,851.15
|
June 25, 2035
|
|
I-LTA1A
|
Variable (2)
|
$ 1,033,960.00
|
June 25, 2035
|
|
I-LTA1B
|
Variable (2)
|
$ 258,490.00
|
June 25, 2035
|
|
I-LTA2A
|
Variable (2)
|
$ 398,765.00
|
June 25, 2035
|
|
I-LTA2B
|
Variable (2)
|
$ 250,920.00
|
June 25, 2035
|
|
I-LTA2C
|
Variable (2)
|
$ 64,815.00
|
June 25, 2035
|
|
I-LTA2D
|
Variable (2)
|
$ 168,890.00
|
June 25, 2035
|
|
I-LTM1
|
Variable (2)
|
$ 104,760.00
|
June 25, 2035
|
|
I-LTM2
|
Variable (2)
|
$ 93,430.00
|
June 25, 2035
|
|
I-LTM3
|
Variable (2)
|
$ 55,210.00
|
June 25, 2035
|
|
I-LTM4
|
Variable (2)
|
$ 50,965.00
|
June 25, 2035
|
|
I-LTM5
|
Variable (2)
|
$ 48,130.00
|
June 25, 2035
|
|
I-LTM6
|
Variable (2)
|
$ 46,715.00
|
June 25, 2035
|
|
I-LTM7
|
Variable (2)
|
$ 38,220.00
|
June 25, 2035
|
|
I-LTM8
|
Variable (2)
|
$ 29,730.00
|
June 25, 2035
|
|
I-LTM9
|
Variable (2)
|
$ 26,895.00
|
June 25, 2035
|
|
I-LTM10
|
Variable (2)
|
$ 25,480.00
|
June 25, 2035
|
|
I-LTM11
|
Variable (2)
|
$ 28,315.00
|
June 25, 2035
|
|
I-LTB1
|
Variable (2)
|
$ 43,885.00
|
June 25, 2035
|
|
I-LTB2
|
Variable (2)
|
$ 31,145.00
|
June 25, 2035
|
|
I-LTZZ
|
Variable (2)
|
$ 2,863,848.39
|
June 25, 2035
|
|
I-LTP
|
Variable (2)
|
$ 100.00
|
June 25, 2035
|
|
I-LT1SUB
|
Variable (2)
|
$ 7,786.66
|
June 25, 2035
|
|
I-LT1GRP
|
Variable (2)
|
$ 33,635.67
|
June 25, 2035
|
|
I-LT2SUB
|
Variable (2)
|
$ 5,322.22
|
June 25, 2035
|
|
I-LT2GRP
|
Variable (2)
|
$ 22,990.02
|
June 25, 2035
|
|
I-LTXX
|
Variable (2)
|
$ 283,058,684.96
|
June 25, 2035
|
___________________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “REMIC I Remittance Rate”
herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II.” The Class R-II Interest will evidence the
sole class of “residual interests” in REMIC II for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated
Classes of Certificates.
|
|
|
Initial Aggregate Certificate
Principal Balance
|
Latest Possible
Maturity Date (1)
|
|
Class A-1A
|
Variable (2)
|
$ 206,792,000.00
|
June 25, 2035
|
|
Class A-1B
|
Variable (2)
|
$ 51,698,000.00
|
June 25, 2035
|
|
Class A-2A
|
Variable (2)
|
$ 79,753,000.00
|
June 25, 2035
|
|
Class A-2B
|
Variable (2)
|
$ 50,184,000.00
|
June 25, 2035
|
|
Class A-2C
|
Variable (2)
|
$ 12,963,000.00
|
June 25, 2035
|
|
Class A-2D
|
Variable (2)
|
$ 33,778,000.00
|
June 25, 2035
|
|
Class M-1
|
Variable (2)
|
$ 20,952,000.00
|
June 25, 2035
|
|
Class M-2
|
Variable (2)
|
$ 18,686,000.00
|
June 25, 2035
|
|
Class M-3
|
Variable (2)
|
$ 11,042,000.00
|
June 25, 2035
|
|
Class M-4
|
Variable (2)
|
$ 10,193,000.00
|
June 25, 2035
|
|
Class M-5
|
Variable (2)
|
$ 9,626,000.00
|
June 25, 2035
|
|
Class M-6
|
Variable (2)
|
$ 9,343,000.00
|
June 25, 2035
|
|
Class M-7
|
Variable (2)
|
$ 7,644,000.00
|
June 25, 2035
|
|
Class M-8
|
Variable (2)
|
$ 5,946,000.00
|
June 25, 2035
|
|
Class M-9
|
Variable (2)
|
$ 5,379,000.00
|
June 25, 2035
|
|
Class M-10
|
Variable (2)
|
$ 5,096,000.00
|
June 25, 2035
|
|
Class M-11
|
Variable (2)
|
$ 5,663,000.00
|
June 25, 2035
|
|
Class B-1
|
Variable (2)
|
$ 8,777,000.00
|
June 25, 2035
|
|
Class B-2
|
Variable (2)
|
$ 6,229,000.00
|
June 25, 2035
|
|
Class P
|
N/A (3)
|
$
100.00
|
June 25, 2035
|
|
Class CE
|
N/A (4)
|
$ 6,512,839.08
|
June 25, 2035
|
_________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date immediately
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates.
|
|
(2)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein.
|
|
(3)
|
The Class P Certificates will not
accrue interest.
|
|
(4)
|
The Class CE Certificates will
accrue interest at their variable Pass-Through Rate on the Notional
Amount of the Class CE Certificates outstanding from time to time
which shall equal the Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE
Certificates will not accrue interest on their Certificate
Principal Balance.
|
As of the Cut-off Date, the Group I
Mortgage Loans had an aggregate Scheduled Principal Balance equal
to approximately $336,356,699 and the Group II Mortgage Loans had
an aggregate Scheduled Principal Balance equal to approximately
$229,900,240.
In consideration of the mutual
agreements herein contained, the Depositor, the Servicer, the
Master Servicer, the Securities Administrator and the Trustee agree
as follows:
ARTICLE I
DEFINITIONS
|
SECTION 1.01.
|
Defined Terms.
|
Whenever used in this Agreement,
including, without limitation, in the Preliminary Statement hereto,
the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless
otherwise specified, all calculations described herein shall be
made on the basis of a 360-day year consisting of twelve 30-day
months.
“Accepted Master Servicing
Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage master servicing practices of
prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Master Servicer (except in
its capacity as successor to the Servicer), or (y) as provided in
Section 3.01 hereof, but in no event below the standard set forth
in clause (x).
“Accepted Servicing
Practices”: As defined in Section 3.01.
“Account”: The
Collection Account and the Distribution Account as the context may
require.
“Accrued Certificate
Interest”: With respect to any Class A Certificate, Mezzanine
Certificate, Class B Certificate or Class CE Certificate and each
Distribution Date, interest accrued during the related Interest
Accrual Period at the Pass-Through Rate for such Certificate for
such Distribution Date on the Certificate Principal Balance, in the
case of the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates, or on the Notional Amount in the case of
the Class CE Certificates, of such Certificate immediately prior to
such Distribution Date. The Class P Certificates are not entitled
to distributions in respect of interest and, accordingly, will not
accrue interest. All distributions of interest on the Class A
Certificates, the Mezzanine Certificates and the Class B
Certificates will be calculated on the basis of a 360-day year and
the actual number of days in the applicable Interest Accrual
Period. All distributions of interest on the Class CE Certificates
will be based on a 360-day year consisting of twelve 30-day months.
Accrued Certificate Interest with respect to each Distribution
Date, as to any Class A Certificate, Mezzanine Certificate, Class B
Certificate or Class CE Certificate shall be reduced by an amount
equal to the portion allocable to such Certificate pursuant to
Section 1.02 hereof, if any, of the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date
to the extent not covered by payments pursuant to Section 3.22 or
Section 4.18 of this Agreement or pursuant to the Servicing
Agreement and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date. In addition, Accrued
Certificate Interest with respect to each Distribution Date, as to
any Class CE Certificate, shall be reduced by an amount equal to
the portion allocable to such Class CE Certificate of Realized
Losses, if any, pursuant to Section 1.02 and Section 5.04
hereof.
“Adjustable Rate Mortgage
Loan”: Each of the Mortgage Loans identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustment Date”: With
respect to each Adjustable Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of an Adjustable Rate Mortgage
Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable
Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Administration Fees”:
The sum of (i) the Servicing Fee, (ii) the Master Servicing Fee and
(iii) the Credit Risk Management Fee.
“Administration Fee
Rate”: The sum of (i) the Servicing Fee Rate, (ii) the Master
Servicer Fee Rate and (iii) the Credit Risk Management Fee
Rate.
“Advance Facility”: As
defined in Section 3.25(a).
“Advance Financing
Person”: As defined in Section 3.25(a).
“Advance Reimbursement
Amounts”: As defined in Section 3.25(b).
“Affiliate”: With
respect to any specified Person, any other Person controlling or
controlled by or under common control with such specified Person.
For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct
the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the
foregoing.
“Aggregate Loss Severity
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred on any Mortgage Loans
from the Cut-off Date to the last day of the preceding calendar
month and the denominator of which is the aggregate principal
balance of such Mortgage Loans immediately prior to the liquidation
of such Mortgage Loans.
“Agreement”: This
Pooling and Servicing Agreement, including all exhibits and
schedules hereto and all amendments hereof and supplements
hereto.
“Allocated Realized Loss
Amount”: With respect to any Class of Mezzanine Certificates
or Class B Certificates and any Distribution Date, an amount equal
to the sum of any Realized Loss allocated to that Class of
Certificates on the Distribution Date and any Allocated Realized
Loss Amount for that Class remaining unpaid from the previous
Distribution Date.
“Amounts Held for Future
Distribution”: As to any Distribution Date, the aggregate
amount held in the Custodial Accounts and the Collection Accounts
at the close of business on the immediately preceding Determination
Date on account of (i) all Monthly Payments or portions thereof
received in respect of the Mortgage Loans due after the related Due
Period and (ii) Principal Prepayments and Liquidation Proceeds
received in respect of such Mortgage Loans after the last day of
the related Prepayment Period.
“Assignment”: An
assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in
the form of one or more
blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same
county, if permitted by law.
“Available Distribution
Amount”: With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit
in the Custodial Accounts, Collection Account and Distribution
Account as of the close of business on the related Servicer
Remittance Date, (b) the aggregate of any amounts deposited in the
Distribution Account by the Servicer or the Master Servicer in
respect of Prepayment Interest Shortfalls for such Distribution
Date pursuant to Section 3.22 or Section 4.18 of this Agreement or
by the Interim Servicer pursuant to the Servicing Agreement, (c)
the aggregate of any P&I Advances for such Distribution Date
made by the Servicer pursuant to Section 5.03 of this Agreement or
by the Interim Servicer pursuant to the Servicing Agreement and (d)
the aggregate of any P&I Advances made by a successor Servicer
(including the Master Servicer) for such Distribution Date pursuant
to Section 8.02 of this Agreement or pursuant to the Servicing
Agreement reduced (to not less than zero) by (2) the portion of the
amount described in clause (1)(a) above that represents (i) Amounts
Held for Future Distribution, (ii) Principal Prepayments on the
Mortgage Loans received after the related Prepayment Period
(together with any interest payments received with such Principal
Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the
related Prepayment Period), (iii) Liquidation Proceeds and
Insurance Proceeds received in respect of the Mortgage Loans after
the related Prepayment Period, (iv) amounts reimbursable or payable
to the Depositor, the Servicer, the Trustee, the Master Servicer,
the Securities Administrator or the Custodian pursuant to Section
3.09 or 9.05 of this Agreement or otherwise payable in respect of
Extraordinary Trust Fund Expenses or reimbursable or payable to the
Interim Servicer under the Servicing Agreement, (v) the Credit Risk
Management Fee, (vi) amounts deposited in a Custodial Account, a
Collection Account or the Distribution Account in error, (vii) the
amount of any Prepayment Charges collected by the Servicer or the
Interim Servicer in connection with the Principal Prepayment of any
of the Mortgage Loans and (viii) amounts reimbursable to a
successor Servicer (including the Master Servicer) pursuant to
Section 8.02 of this Agreement or pursuant to the Servicing
Agreement.
“Balloon Mortgage Loan”:
A Mortgage Loan that provides for the payment of the unamortized
principal balance of such Mortgage Loan in a single payment, that
is substantially greater than the preceding monthly payment at the
maturity of such Mortgage Loan.
“Balloon Payment”: A
payment of the unamortized principal balance of a Mortgage Loan in
a single payment, that is substantially greater than the preceding
Monthly Payment at the maturity of such Mortgage Loan.
“Bankruptcy Code”: The
Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Book-Entry
Certificates”: The Offered Certificates and Class B
Certificates for so long as the Certificates of such Class shall be
registered in the name of the Depository or its nominee.
“Book-Entry Custodian”:
The custodian appointed pursuant to Section 6.01.
“Business Day”: Any day
other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the States of New York, Florida,
Maryland, Texas, Minnesota or in the city in which the Corporate
Trust Office of the Trustee is located, are authorized or obligated
by law or executive order to be closed.
“Cap Contracts”: Shall
mean (i) the Cap Contract between the Trustee and the counterparty
named thereunder, for the benefit of the Holders of the Class A-1
Certificates, the Mezzanine Certificates and the Class B
Certificates (the “Group I Cap Contract”) and (ii) the
Cap Contract between the Trustee and the counterparty thereunder,
for the benefit of the Class A-2 Certificates, the Mezzanine
Certificates and the Class B Certificates (the “Group II Cap
Contract”).
“Cash-Out Refinancing”:
A Refinanced Mortgage Loan the proceeds of which are more than a
nominal amount in excess of the principal balance of any existing
first mortgage plus any subordinate mortgage on the related
Mortgaged Property and related closing costs.
“Certificate”: Any one
of ACE Securities Corp., Asset Backed Pass-Through Certificates,
Series 2005-RM2, Class A-1A, Class A-1B, Class A-2A, Class A-2B,
Class A-2C, Class A-2D, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
Class M-11, Class B-1, Class B-2, Class P, Class CE and Class R
issued under this Agreement.
“Certificate Factor”:
With respect to any Class of Certificates (other than the Residual
Certificates) as of any Distribution Date, a fraction, expressed as
a decimal carried to six places, the numerator of which is the
aggregate Certificate Principal Balance (or Notional Amount, in the
case of the Class CE Certificates) of such Class of Certificates on
such Distribution Date (after giving effect to any distributions of
principal and allocations of Realized Losses resulting in reduction
of the Certificate Principal Balance (or Notional Amount, in the
case of the Class CE Certificates) of such Class of Certificates to
be made on such Distribution Date), and the denominator of which is
the initial aggregate Certificate Principal Balance (or Notional
Amount, in the case of the Class CE Certificates) of such Class of
Certificates as of the Closing Date.
“Certificate Margin”:
With respect to the Class A-1A Certificates and, for purposes of
the definition of “Marker Rate”, REMIC I Regular
Interest I-LTA1A, 0.230% in the case of each Distribution Date
through and including the Optional Termination Date and 0.460% in
the case of each Distribution Date thereafter.
With respect to the Class A-1B
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA1B, 0.260% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.520% in the case of each Distribution Date
thereafter.
With respect to the Class A-2A
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2A, 0.090% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.180% in the case of each Distribution Date
thereafter.
With respect to the Class A-2B
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2B, 0.200% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.400% in the case of each Distribution Date
thereafter.
With respect to the Class A-2C
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2C, 0.250% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.500% in the case of each Distribution Date
thereafter.
With respect to the Class A-2D
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTA2C, 0.350% in the case
of each Distribution Date through and including the Optional
Termination Date and 0.700% in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM1, 0.440% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.660% in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM2, 0.450% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.675% in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM3, 0.470% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.705% in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM4, 0.630% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.945% in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM5, 0.660% in the case of
each Distribution Date through and including the Optional
Termination Date and 0.990% in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM6, 0.690% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.035% in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM7, 1.200% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.800% in the case of each Distribution Date
thereafter.
With respect to the Class M-8
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM8, 1.300% in the case of
each Distribution Date through and including the Optional
Termination Date and 1.950% in the case of each Distribution Date
thereafter.
With respect to the Class M-9
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM9, 1.700% in the case of
each Distribution Date through and including the Optional
Termination Date and 2.550% in the case of each Distribution Date
thereafter.
With respect to the Class M-10
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM10, 3.000% in the case
of each Distribution Date through and including the Optional
Termination Date and 4.500% in the case of each Distribution Date
thereafter.
With respect to the Class M-11
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTM11, 3.000% in the case
of each Distribution Date through and including the Optional
Termination Date and 4.500% in the case of each Distribution Date
thereafter.
With respect to the Class B-1
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB1, 3.000% in the case of
each Distribution Date through and including the Optional
Termination Date and 4.500% in the case of each Distribution Date
thereafter.
With respect to the Class B2
Certificates and, for purposes of the definition of “Marker
Rate”, REMIC I Regular Interest I-LTB2, 3.000% in the case of
each Distribution Date through and including the Optional
Termination Date and 4.500% in the case of each Distribution Date
thereafter.
“Certificateholder” or
“Holder”: The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof, and solely for the
purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of or beneficially owned by the
Depositor, the Seller, the Servicer, the Master Servicer, the
Securities Administrator, the Trustee or any Affiliate thereof
shall be deemed not to be outstanding and the Voting Rights to
which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise
provided in Section 12.01. The Trustee and the Securities
Administrator may conclusively rely upon a certificate of the
Depositor, the Seller, the Master Servicer, the Securities
Administrator or the Servicer in determining whether a Certificate
is held by an Affiliate thereof. All references herein to
“Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly
exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided,
however, that the Trustee and the Securities Administrator shall be
required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate Owner”:
With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Depository Participant or on
the books of an indirect participating brokerage firm for which a
Depository Participant acts as agent.
“Certificate Principal
Balance”: With respect to each Class A Certificate, Mezzanine
Certificate, Class B Certificate or Class P Certificate as of any
date of determination, the Certificate Principal Balance of such
Certificate on the Distribution Date immediately prior to such date
of determination plus any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 5.04, minus all distributions allocable to principal made
thereon and Realized Losses allocated thereto, if any, on such
immediately prior Distribution Date (or, in the case of any date of
determination up to and including the first Distribution Date, the
initial Certificate Principal Balance of such Certificate, as
stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate times the excess,
if any, of (A) the then aggregate Uncertificated Balances of the
REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balances of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates and the Class P Certificates
then outstanding. The aggregate initial Certificate Principal
Balance of each Class of Regular Certificates is set forth in the
Preliminary Statement hereto.
“Certificate Register”:
The register maintained pursuant to Section 6.02.
“Class”: Collectively,
all of the Certificates bearing the same class
designation.
“Class A Certificate”:
Any Class A-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C or
Class A-2D Certificate.
“Class A Principal
Distribution Amount”: The Class A Principal Distribution
Amount is an amount equal to the sum of: (i) the Class A-1
Principal Distribution Amount and (ii) the Class A-2 Principal
Distribution Amount.
“Class A-1 Allocation
Percentage”: With respect to any Distribution Date is the
percentage equivalent of a fraction, the numerator of which is (x)
the Group I Principal Remittance Amount for such Distribution Date
and the denominator of which is (y) the Principal Remittance Amount
for such Distribution Date.
“Class A-1 Certificate”:
Any Class A-1A Certificate or Class A-1B Certificate.
“Class A-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of the Certificate Principal
Balances of the Class A-1A Certificates and Class A-1B Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 53.70% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent
received or advanced and unscheduled
collections of principal received during the related Prepayment
Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Group I Mortgage Loans as of the Cut-off
Date.
“Class A-1A
Certificate”: Any one of the Class A-1A Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-1B
Certificate”: Any one of the Class A-1B Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-2 Allocation
Percentage”: With respect to any Distribution Date is the
percentage equivalent of a fraction, the numerator of which is (x)
the Group II Principal Remittance Amount for such Distribution Date
and the denominator of which is (y) the Principal Remittance Amount
for such Distribution Date.
“Class A-2 Certificate”:
Any Class A-2A, Class A-2B, Class A-2C or Class A-2D
Certificate.
“Class A-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of the Certificate Principal
Balances of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 53.70% and (ii) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the
last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced and unscheduled
collections of principal received during the related Prepayment
Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Group II Mortgage Loans as of the Cut-off
Date.
“Class A-2A
Certificate”: Any one of the Class A-2A Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-2B
Certificate”: Any one of the Class A-2B Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class A-2C
Certificate”: Any one of the Class A-2C Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the
form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.
“Class A-2D
Certificate”: Any one of the Class A-2D Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-1 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class B Certificate”:
Any Class B-1 Certificate or Class B-2 Certificate.
“Class B-1 Certificate”:
Any one of the Class B-1 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class B-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date), (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the
Class M-11 Certificates (after taking into account the payment of
the Class M-11 Principal Distribution Amount on such Distribution
Date) and (xiii) the Certificate Principal Balance of the Class B-1
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 95.50% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent
received or advanced and unscheduled
collections of principal received during the related Prepayment
Period) minus the product of (i) 0.50% and (ii) the aggregate
principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class B-2 Certificate”:
Any one of the Class B-2 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-3 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class B-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date), (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the
Class M-11 Certificates (after taking into account the payment of
the Class M-11 Principal Distribution Amount on such Distribution
Date), (xiii) the Certificate Principal Balance of the Class B-1
Certificates (after taking into account the payment of the Class
B-1 Principal Distribution Amount on such Distribution Date) and
(xiv) the Certificate Principal Balance of the Class B-2
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 97.70% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) minus the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class CE Certificate”:
Any one of the Class CE Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-4 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M Certificates”:
The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates.
“Class M-1 Certificate”:
Any one of the Class M-1 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-1 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 61.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-2 Certificate”:
Any one of the Class M-2 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-2 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 67.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and
unscheduled collections of principal
received during the related Prepayment Period) minus the product of
(i) 0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-3 Certificate”:
Any one of the Class M-3 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-3 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 71.60% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-4 Certificate”:
Any one of the Class M-4 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-4 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the
Certificate Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 75.20% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related
Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-5 Certificate”:
Any one of the Class M-5 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-5 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date) and (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
78.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related
Prepayment Period) minus the product of (i) 0.50% and (ii) the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class M-6 Certificate”:
Any one of the Class M-6 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-6 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such
Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date) and (vii) the Certificate Principal Balance of
the Class M-6 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 81.90% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) minus the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class M-7 Certificate”:
Any one of the Class M-7 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-7 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 84.60% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled
payments of principal due during the
related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related
Prepayment Period) minus the product of (i) 0.50% and (ii) the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class M-8 Certificate”:
Any one of the Class M-8 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-8 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date) and
(ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 86.70% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) minus the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class M-9 Certificate”:
Any one of the Class M-9 Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-2 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class M-9 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates
(after
taking into account the payment of
the Class A Principal Distribution Amount on such Distribution
Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class
M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date). (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 88.60% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced and unscheduled collections of principal received
during the related Prepayment Period) minus the product of (i)
0.50% and (ii) the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.
“Class M-10
Certificate”: Any one of the Class M-10 Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-2 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class M-10 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after
taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date). (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after
taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the
Certificate Principal Balance of the Class M-8 Certificates (after
taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-9 Principal Distribution Amount
on such Distribution Date) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i)
90.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related
Prepayment Period) and (B) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced and
unscheduled collections of principal received during the related
Prepayment Period) minus the product of (i) 0.50% and (ii) the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
“Class M-11
Certificate”: Any one of the Class M-11 Certificates executed
and authenticated by the Securities Administrator and delivered by
the Trustee, substantially in the form annexed hereto as Exhibit
A-2 and evidencing a Regular Interest in REMIC II for purposes of
the REMIC Provisions.
“Class M-11 Principal
Distribution Amount”: With respect to any Distribution Date
on or after the Stepdown Date and on which a Trigger Event is not
in effect, the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after
taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the payment of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after
taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into
account the payment of the Class M-4 Principal Distribution Amount
on such Distribution Date), (vi) the Certificate Principal Balance
of the Class M-5 Certificates (after taking into account the
payment of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the payment of
the Class M-6 Principal Distribution Amount on such Distribution
Date). (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class
M-7 Principal Distribution Amount on such Distribution Date), (ix)
the Certificate Principal Balance of the Class M-8 Certificates
(after taking into account the payment of the Class M-8 Principal
Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates (after taking into
account the payment of the Class M-10 Principal Distribution Amount
on such Distribution Date), (xi) the Certificate Principal Balance
of the Class M-10 Certificates (after
taking into account the payment of
the Class M-10 Principal Distribution Amount on such Distribution
Date) and (xii) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 92.40% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced and unscheduled collections of
principal received during the related Prepayment Period) minus the
product of (i) 0.50% and (ii) the aggregate principal balance of
the Mortgage Loans as of the Cut-off Date.
“Class P Certificate”:
Any one of the Class P Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-5 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class R Certificates”:
Any one of the Class R Certificates executed and authenticated by
the Securities Administrator and delivered by the Trustee,
substantially in the form annexed hereto as Exhibit A-6, and
evidencing the Class R-I Interest and the Class R-II
Interest.
“Class R-I Interest”:
The uncertificated residual interest in REMIC I.
“Class R-II Interest”:
The uncertificated residual interest in REMIC II.
“Closing Date”: May 26,
2005
“Code”: The Internal
Revenue Code of 1986 as amended from time to time.
“Collection Account”:
The account or accounts created and maintained, or caused to be
created and maintained, by the Servicer pursuant to Section 3.08(a)
of this Agreement, which shall be entitled “Saxon Mortgage
Services, Inc., as Servicer for HSBC Bank USA, National Association
as Trustee, in trust for the registered holders of ACE Securities
Corp., Home Equity Loan Trust, Series 2005-RM2, Asset Backed
Pass-Through Certificates”. The Collection Accounts must be
Eligible Accounts.
“Commission”: The
Securities and Exchange Commission.
“Corporate Trust
Office”: The principal corporate trust office of the Trustee
which office at the date of the execution of this instrument is
located at 452 Fifth Avenue, New York, New York 10018, Attention:
ACE Securities Corp., 2005-RM2, or at such other address as the
Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the
Securities Administrator and the Servicer. The office of the
Securities Administrator, which for purposes of Certificate
transfers and surrender is located at Wells Fargo Bank, N.A., Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479,
Attention: Corporate Trust (ACE 2005-RM2), and for all other
purposes is located at Wells Fargo Bank, N.A., P.O. Box 98,
Columbia, Maryland 21046, Attention: Corporate Trust (ACE
2005-RM2)
(or for overnight deliveries, at
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust (ACE 2005-RM2)).
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest,
as follows:
|
|
|
|
REMIC I Regular Interest I-LTA1A
|
A-1A
|
|
REMIC I Regular Interest I-LTA1B
|
A-1B
|
|
REMIC I Regular Interest I-LTA2A
|
A-2A
|
|
REMIC I Regular Interest I-LTA2B
|
A-2B
|
|
REMIC I Regular Interest I-LTA2C
|
A-2C
|
|
REMIC I Regular Interest I-LTA2D
|
A-2D
|
|
REMIC I Regular Interest I-LTM1
|
M-1
|
|
REMIC I Regular Interest I-LTM2
|
M-2
|
|
REMIC I Regular Interest I-LTM3
|
M-3
|
|
REMIC I Regular Interest I-LTM4
|
M-4
|
|
REMIC I Regular Interest I-LTM5
|
M-5
|
|
REMIC I Regular Interest I-LTM6
|
M-6
|
|
REMIC I Regular Interest I-LTM7
|
M-7
|
|
REMIC I Regular Interest I-LTM8
|
M-8
|
|
REMIC I Regular Interest I-LTM9
|
M-9
|
|
REMIC I Regular Interest I-LTM10
|
M-10
|
|
REMIC I Regular Interest I-LTM11
|
M-11
|
|
REMIC I Regular Interest I-LTB1
|
B-1
|
|
REMIC I Regular Interest I-LTB2
|
B-2
|
|
REMIC I Regular Interest I-LTP
|
P
|
“Credit Enhancement
Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine
Certificates, the Class B Certificates and the Class CE
Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans, calculated after taking
into account distributions of principal on the Mortgage Loans and
distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such
Distribution Date.
“Credit Risk Management
Agreements”: The agreements between the Credit Risk Manager
and the Servicer and/or Master Servicer, regarding the loss
mitigation and advisory services to be provided by the Credit Risk
Manager.
“Credit Risk Management
Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it
in the exercise and performance of any and all powers and duties of
the Credit Risk Manager under the Credit Risk Management
Agreements, which amount shall equal one twelfth of the product of
(i) the Credit Risk Management Fee Rate multiplied by (ii) the
Stated Principal Balance of the Mortgage Loans and any related REO
Properties as of the first day of the related Due
Period.
“Credit Risk Management Fee
Rate”: 0.015% per annum.
“Credit Risk Manager”:
The Murrayhill Company, a Colorado corporation, and its successors
and assigns.
“Custodial Account”:
Shall mean each account maintained by the Interim Servicer under
the Servicing Agreement.
“Custodial Agreement”:
The Custodial Agreement dated as of May 1, 2005, among the Trustee,
the Custodian and the Servicer as such agreement may be amended or
supplemented from time to time, or any other custodial agreement
entered into after the date hereof with respect to any Mortgage
Loan subject to this Agreement.
“Custodian”: Wells Fargo
or any other custodian appointed under any custodial agreement
entered into after the date of this Agreement.
“Cut-off Date”: With
respect to each Mortgage Loan, May 1, 2005. With respect to all
Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the “Cut-off Date,”
when used with respect to more than one Mortgage Loan, shall be to
the respective Cut-off Dates for such Mortgage Loans.
“Debt Service
Reduction”: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code,
except such a reduction resulting from a Deficient
Valuation.
“Deficient Valuation”:
With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the
Mortgage Loan, which valuation results from a proceeding initiated
under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 6.01(b).
“Deleted Mortgage Loan”:
A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period,
the percentage equivalent of a fraction, the numerator of which is
the aggregate Stated Principal Balance of all Mortgage Loans that,
as of the last day of the previous calendar month, are 60 or more
days delinquent, are in foreclosure, have been converted to REO
Properties or have been discharged by reason of bankruptcy, and the
denominator of which is the aggregate Stated Principal Balance of
the Mortgage Loans and REO Properties as of the last day of the
previous calendar month.
“Depositor”: ACE
Securities Corp., a Delaware corporation, or its successor in
interest.
“Depository”: The
Depository Trust Company, or any successor Depository hereafter
named. The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry
Certificates, is Cede & Co. The Depository shall at all times
be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York
and a “clearing agency” registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934,
as amended.
“Depository
Institution”: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of
the United States of America or any State thereof, (b) is subject
to supervision and examination by federal or state banking
authorities and
(c) has outstanding unsecured
commercial paper or other short-term unsecured debt obligations
(or, in the case of a depository institution that is the principal
subsidiary of a holding company, such holding company has unsecured
commercial paper or other short-term unsecured debt obligations)
that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
Moody’s (or, if such Rating Agencies are no longer rating the
Offered Certificates, comparable ratings by any other nationally
recognized statistical rating agency then rating the Offered
Certificates).
“Depository
Participant”: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited
with the Depository.
“Determination Date”:
With respect to each Distribution Date and (i) the Servicer, the
15th day of the calendar month in which such Distribution Date
occurs, or if such 15th day is not a Business Day, the Business Day
immediately preceding such 15th day (ii) the Interim Servicer, as
set forth in the Servicing Agreement.
“Directly Operate”: With
respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon
or any use of such REO Property in a trade or business conducted by
REMIC I other than through an Independent Contractor; provided,
however, that the Servicer, on behalf of the Trustee, shall not be
considered to Directly Operate an REO Property solely because the
Servicer establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO
Property.
“Disqualified
Organization”: Any of the following: (i) the United States,
any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie
Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international
organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain
farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an
“electing large partnership” and (vi) any other Person
so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Residual Certificate by
such Person may cause any Trust REMIC or any Person having an
Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Residual Certificate to such Person. The
terms “United States,” “State” and
“international organization” shall have the meanings
set forth in Section 7701 of the Code or successor
provisions.
“Distribution Account”:
The trust account or accounts created and maintained by the
Securities Administrator pursuant to Section 3.08(b) in the name of
the Securities Administrator for the benefit of the
Certificateholders and designated “Wells Fargo Bank, N.A., in
trust for registered holders of ACE Securities Corp. Home Equity
Loan Trust, Series 2005-
RM2”. Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement. The Distribution Account must be an Eligible
Account.
“Distribution Date”: The
25th day of any month, or if such 25th day is not a Business Day,
the Business Day immediately following such 25th day, commencing in
June 2005.
“Due Date”: With respect
to each Distribution Date, the day of the month on which the
Monthly Payment is due on a Mortgage Loan during the related Due
Period, exclusive of any days of grace.
“Due Period”: With
respect to any Distribution Date and Saxon, the period commencing
on the second day of the month immediately preceding the month in
which such Distribution Date occurs and ending on the first day of
the month in which such Distribution Date occurs. With respect to
any Distribution Date and the Interim Servicer, the period as set
forth in the Servicing Agreement.
“Eligible Account”: Any
of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC or (iii) a trust account or accounts
maintained with a federal depository institution or state chartered
depository institution acting in its fiduciary capacity. Eligible
Accounts may bear interest.
“ERISA”: The Employee
Retirement Income Security Act of 1974, as amended from time to
time.
“Estate in Real
Property”: A fee simple estate in a parcel of
land.
“Excess Liquidation
Proceeds”: To the extent that such amount is not required by
law to be paid to the related mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a liquidated Mortgage
Loan exceed the sum of (i) the outstanding principal balance of
such Mortgage Loan and accrued but unpaid interest at the related
Net Mortgage Rate through the last day of the month in which the
related Liquidation Event occurs, plus (ii) related liquidation
expenses or other amounts to which the Servicer or the Interim
Servicer is entitled to be reimbursed from Liquidation Proceeds
with respect to such liquidated Mortgage Loan pursuant to Section
3.09 of this Agreement or pursuant to the Servicing
Agreement.
“Expense Adjusted Mortgage
Rate”: With respect to any Mortgage Loan or REO Property, the
then applicable Mortgage Rate thereon minus the Administration Fee
Rate.
“Extraordinary Trust Fund
Expense”: Any amounts payable or reimbursable to the Trustee,
the Master Servicer, the Securities Administrator, the Custodian or
any director, officer, employee or agent of any such Person from
the Trust Fund pursuant to the terms of this Agreement and any
amounts payable from the Distribution Account in respect of taxes
pursuant to Section 11.01(g)(v).
“Extra Principal Distribution
Amount”: With respect to any Distribution Date, the lesser of
(i) the Net Monthly Excess Cashflow for such Distribution Date and
(ii) the Overcollateralization Increase Amount for such
Distribution Date.
“Fannie Mae”: Fannie
Mae, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”: Federal Deposit
Insurance Corporation or any successor thereto.
“Final Maturity Date”:
The Distribution Date occurring in June 2035.
“Final Recovery
Determination”: With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property
purchased by an Originator, the Seller or the Master Servicer
pursuant to or as contemplated by Section 2.03, 3.13(c) or Section
10.01), a determination made by the Servicer or the Interim
Servicer that all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries which the Servicer or Interim
Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered,
which determination shall be evidenced by a certificate of a
Servicing Officer delivered to the Master Servicer and maintained
in its records.
“Fitch ”: Fitch Ratings
or any successor interest.
“Freddie Mac”: Freddie
Mac, formerly known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross Margin”: With
respect to each Adjustable Rate Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note that is added to the Index
on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Rate for such
Adjustable Rate Mortgage Loan.
“Group I Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Distribution Amount for such Distribution
Date that represents interest received or advanced on the Group I
Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or
reimbursable to the Trustee, the Custodian, the Securities
Administrator, the Master Servicer or the Servicer pursuant to this
Agreement or the Custodial Agreement or the Interim Servicer
pursuant to the Servicing Agreement.
“Group I Mortgage
Loans”: Those Mortgage Loans identified on the Mortgage Loan
Schedule as Group I Mortgage Loans.
“Group I Principal
Distribution Amount”: With respect to any Distribution Date
will be the sum of (i) the principal portion of all Monthly
Payments on the Group I Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related
Determination Date; (ii) the principal portion of all proceeds
received in respect of the repurchase of a Group I Mortgage Loan
or, in the case of a substitution, certain amounts representing a
principal adjustment, during the related Prepayment Period pursuant
to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01 of this Agreement or the Servicing Agreement (iii) the
principal portion of all other unscheduled collections,
including
Insurance Proceeds, Liquidation
Proceeds and all Principal Prepayments in full and in part,
received during the related Prepayment Period, to the extent
applied as recoveries of principal on the Group I Mortgage Loans,
net in each case of payments or reimbursements to the Trustee, the
Custodian, the Master Servicer, the Securities Administrator, the
Servicer or the Interim Servicer and (iv) the Class A-1 Allocation
Percentage of the amount of any Overcollateralization Increase
Amount for such Distribution Date minus (v) the Class A-1
Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date.
“Group I Principal Remittance
Amount”: With respect to any Distribution Date will be the
sum of the amounts described in clauses (i) through (iii) of the
definition of Group I Principal Distribution
Amount.
“Group II Interest Remittance
Amount”: With respect to any Distribution Date is that
portion of the Available Distribution Amount for such Distribution
Date that represents interest received or advanced on the Group II
Mortgage Loans (net of the Administration Fees and any Prepayment
Charges and after taking into account amounts payable or
reimbursable to the Trustee, the Custodian, the Securities
Administrator, the Master Servicer or the Servicer pursuant to this
Agreement or the Custodial Agreement or payable or reimbursable to
the Interim Servicer pursuant to the Servicing
Agreement.
“Group II Mortgage
Loans”: Those Mortgage Loans identified on the Mortgage Loan
Schedule as Group II Mortgage Loans.
“Group II Principal
Distribution Amount”: With respect to any Distribution Date
will be the sum of (i) the principal portion of all Monthly
Payments on the Group II Mortgage Loans due during the related Due
Period, whether or not received on or prior to the related
Determination Date; (ii) the principal portion of all proceeds
received in respect of the repurchase of a Group II Mortgage Loan
or, in the case of a substitution, certain amounts representing a
principal adjustment, during the related Prepayment Period pursuant
to or as contemplated by Section 2.03, Section 3.13(c) and Section
10.01; (iii) the principal portion of all other unscheduled
collections, including Insurance Proceeds, Liquidation Proceeds and
all Principal Prepayments in full and in part, received during the
related Prepayment Period, to the extent applied as recoveries of
principal on the Group II Mortgage Loans, net in each case of
payments or reimbursements to the Trustee, the Custodian, the
Master Servicer, the Securities Administrator, the Servicer or the
Interim Servicer and (iv) the Class A-2 Allocation Percentage of
the amount of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Class A-2 Allocation
Percentage of the amount of any Overcollateralization Reduction
Amount for such Distribution Date.
“Group II Principal Remittance
Amount”: With respect to any Distribution Date will be the
sum of the amounts described in clauses (i) through (iii) of the
definition of Group II Principal Distribution Amount.
“Independent”: When used
with respect to any specified Person, any such Person who (a) is in
fact independent of the Depositor, the Master Servicer, the
Securities Administrator, the Servicer, the Seller, any Originator
and their respective Affiliates, (b) does not have any direct
financial interest in or any material indirect financial interest
in the Depositor, the Master Servicer, the Securities
Administrator, the Servicer, the Seller, any Originator or any
Affiliate thereof, and (c) is not connected with the Depositor, the
Master Servicer, the Securities
Administrator, the Servicer, the
Seller, any Originator or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor, the
Master Servicer, the Securities Administrator, the Servicer, the
Seller, any Originator or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Master Servicer, the
Securities Administrator, the Servicer, the Seller, any Originator
or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer)
that would be an “independent contractor” with respect
to REMIC I within the meaning of Section 856(d)(3) of the Code if
REMIC I were a real estate investment trust (except that the
ownership tests set forth in that section shall be considered to be
met by any Person that owns, directly or indirectly, 35% or more of
any Class of Certificates), so long as REMIC I does not receive or
derive any income from such Person and provided that the
relationship between such Person and REMIC I is at arm’s
length, all within the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other Person (including the Servicer) if
the Trustee has received an Opinion of Counsel to the effect that
the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as
“foreclosure property” within the meaning of Section
860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of such REO Property to fail to
qualify as Rents from Real Property.
“Index”: As of any
Adjustment Date, the index applicable to the determination of the
Mortgage Rate on each Adjustable Rate Mortgage Loan will generally
be the average of the interbank offered rates for six-month United
States dollar deposits in the London market as published in The
Wall Street Journal and as most recently available either (a)
as of the first Business Day 45 days prior to such Adjustment Date
or (b) as of the first Business Day of the month preceding the
month of such Adjustment Date, as specified in the related Mortgage
Note.
“Institutional Accredited
Investor”: As defined in Section 6.01(c).
“Insurance Proceeds”:
Proceeds of any title policy, hazard policy or other insurance
policy, covering a Mortgage Loan or the related Mortgaged Property,
to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor or a senior lienholder in accordance with Accepted
Servicing Practices, subject to the terms and conditions of the
related Mortgage Note and Mortgage.
“Interest Accrual
Period”: With respect to any Distribution Date and the Class
A Certificates, the Mezzanine Certificate and the Class B
Certificates, the period commencing on the Distribution Date of the
month immediately preceding the month in which such Distribution
Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding
such Distribution Date. With respect to any Distribution Date and
the Class CE Certificates and the REMIC I Regular Interests, the
one-month period ending on the last day of the calendar month
immediately preceding the month in which such Distribution Date
occurs.
“Interest Carry Forward
Amount”: With respect to any Distribution Date and any Class
A Certificate, Mezzanine Certificate or Class B Certificate, the
sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class as of the immediately preceding
Distribution Date exceeded (b) the actual amount distributed on
such Class in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward
Amount for such Class remaining unpaid from the previous
Distribution Date, plus accrued interest on such sum calculated at
the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest Determination
Date”: With respect to the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates, REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular
Interest I-LTM11, REMIC I Regular Interest I-LTB1, REMIC I Regular
Interest I-LTB2, and any Interest Accrual Period therefor, the
second London Business Day preceding the commencement of such
Interest Accrual Period.
“Interest Distribution
Amount”: With respect to any Distribution Date and any Class
A Certificates, any Mezzanine Certificates, any Class B
Certificates and any Class CE Certificates, the aggregate Accrued
Certificate Interest on the Certificates of such Class for such
Distribution Date.
“Interim Servicer”:
RMC.
“Interest Remittance
Amount”: With respect to any Distribution Date, the sum of:
(i) the Group I Interest Remittance Amount and (ii) the Group II
Interest Remittance Amount.
“Last Scheduled Distribution
Date”: The Distribution Date in June 2035, which is the
Distribution Date immediately following the maturity date for the
Mortgage Loan with the latest maturity date.
“Late Collections”: With
respect to any Mortgage Loan and any Due Period, all amounts
received subsequent to the Determination Date immediately following
such Due Period with respect to such Mortgage Loan, whether as late
payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any
acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent for such Due Period and not previously
recovered.
“Liquidation Event”:
With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan or (iii) such
Mortgage Loan is removed from REMIC I by reason of its being
purchased, sold or replaced pursuant to or as contemplated by
Section 2.03, Section 3.13(c) or Section 10.01. With respect to any
REO Property, either of the following events: (i) a
Final Recovery Determination is made
as to such REO Property or (ii) such REO Property is removed from
REMIC I by reason of its being purchased pursuant to Section
10.01.
“Liquidation Proceeds”:
The amount (other than Insurance Proceeds, amounts received in
respect of the rental of any REO Property prior to REO Disposition,
or required to be released to a Mortgagor or a senior lienholder in
accordance with applicable law or the terms of the related Mortgage
Loan Documents) received by the Servicer or the Interim Servicer in
connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation
(other than amounts required to be released to the Mortgagor or a
senior lienholder), (ii) the liquidation of a defaulted Mortgage
Loan through a trustee’s sale, foreclosure sale or otherwise,
(iii) the repurchase, substitution or sale of a Mortgage Loan or an
REO Property pursuant to or as contemplated by Section 2.03,
Section 3.13(c), Section 3.21 or Section 10.01 of this Agreement or
(iv) any Subsequent Recoveries.
“Loan-to-Value Ratio”:
As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the
related Mortgage Loan at such date and the denominator of which is
the Value of the related Mortgaged Property.
“London Business Day”:
Any day on which banks in the Cities of London and New York are
open and conducting transactions in United States
dollars.
“Loss Severity
Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the
amount of Realized Losses incurred on a Mortgage Loan and the
denominator of which is the principal balance of such Mortgage Loan
immediately prior to the liquidation of such Mortgage
Loan.
“Marker Rate”: With
respect to the Class CE Certificates and any Distribution Date, a
per annum rate equal to two (2) times the weighted average of the
REMIC I Remittance Rate for each of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTM11, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest
I-LTB2 and REMIC I Regular Interest I-LTZZ, with the rate on each
such REMIC I Regular Interest (other than REMIC I Regular Interest
I-LTZZ) subject to a cap equal to the lesser of (i) the related
One-Month LIBOR Pass-Through Rate and (ii) the related Net WAC
Pass-Through Rate for the Corresponding Certificate for the purpose
of this calculation for such Distribution Date and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the
purpose of this calculation; provided however, each such cap for
each REMIC I Regular Interest shall be multiplied by a fraction the
numerator of which is the actual number of days in the related
Interest Accrual Period and the denominator of which is
30.
“Master Servicer”: As of
the Closing Date, Wells Fargo Bank, N.A. and thereafter, its
respective successors in interest who meet the qualifications of
this Agreement. The Master Servicer and the Securities
Administrator shall at all times be the same Person.
“Master Servicer
Certification”: A written certification covering servicing of
the Mortgage Loans by the Servicer and signed by an officer of the
Master Servicer that complies with (i) the Sarbanes-Oxley Act of
2002, as amended from time to time, and (ii) the February 21, 2003
Statement by the Staff of the Division of Corporation Finance of
the Securities and Exchange Commission Regarding Compliance by
Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as
in effect from time to time; provided that if, after the Closing
Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the
Statement referred to in clause (ii) is modified or superseded by
any subsequent statement, rule or regulation of the Securities and
Exchange Commission or any statement of a division thereof, or (c)
any future releases, rules and regulations are published by the
Securities and Exchange Commission from time to time pursuant to
the Sarbanes-Oxley Act of 2002, which in any such case affects the
form or substance of the required certification and results in the
required certification being, in the reasonable judgment of the
Master Servicer, materially more onerous than the form of the
required certification as of the Closing Date, the Master Servicer
Certification shall be as agreed to by the Master Servicer, the
Depositor and the Seller following a negotiation in good faith to
determine how to comply with any such new requirements.
“Master Servicer Event of
Default”: One or more of the events described in Section
8.01(b).
“Master Servicer Fee
Rate”: 0.0075% per annum.
“Master Servicing Fee”:
With respect to each Mortgage Loan and for any calendar month, an
amount equal to one twelfth of the product of the Master Servicer
Fee Rate multiplied by the Scheduled Principal Balance of the
Mortgage Loans as of the Due Date in the preceding calendar
month.
“Maximum I-LTZZ Uncertificated
Interest Deferral Amount”: With respect to any Distribution
Date, the excess of (i) accrued interest at the REMIC I Remittance
Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance
of REMIC I Regular Interest I-LTZZ minus the REMIC I
Overcollateralization Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTM11, REMIC I Regular Interest I-LTB1 and REMIC I Regular
Interest I-LTB2 for such Distribution Date, with the rate on each
such REMIC I Regular Interest subject to a cap equal to the lesser
of (i) the related One-Month LIBOR Pass-Through Rate and (ii) the
related Net WAC Pass-Through Rate for the corresponding Certificate
for the purpose of this calculation for such Distribution Date;
provided however, each such cap for each REMIC I Regular Interest
shall be multiplied by a fraction the numerator of which is the
actual number of days in the related Interest Accrual Period and
the denominator of which is 30.
“Maximum Mortgage Rate”:
With respect to each Adjustable Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS® System”: The
system of recording transfers of mortgages electronically
maintained by MERS.
“Mezzanine Certificate”:
Any Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 or Class M-11
Certificate.
“MIN”: The Mortgage
Identification Number for Mortgage Loans registered with MERS on
the MERS® System.
“Minimum Mortgage Rate”:
With respect to each Adjustable Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM Loan”: With respect
to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage
Loan, solely as nominee for the originator of such Mortgage Loan
and its successors and assigns, at the origination
thereof.
“Monthly Payment”: With
respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by
the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient
Valuation and/or Debt Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act
or similar state laws; (b) without giving effect to any extension
granted or agreed to by the Servicer pursuant to Section 3.01 of
this Agreement or by the Interim Servicer pursuant to the Servicing
Agreement; and (c) on the assumption that all other amounts, if
any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Moody’s Investors Service, Inc. or any successor
interest.
“Mortgage”: The
mortgage, deed of trust or other instrument creating a first or
second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The
Mortgage Loan Documents pertaining to a particular Mortgage
Loan.
“Mortgage Loan”: Each
mortgage loan transferred and assigned to the Trustee and the
Mortgage Loan Documents for which have been delivered to the
Custodian pursuant to Section 2.01 of this Agreement and pursuant
to the Custodial Agreement, as held from time to time as a part of
the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule.
“Mortgage Loan
Documents”: The documents evidencing or relating to each
Mortgage Loan delivered to the Custodian under the Custodial
Agreement on behalf of the Trustee.
“Mortgage Loan Purchase
Agreement”: Shall mean the Mortgage Loan Purchase Agreement
dated as of May 26, 2005, between the Depositor and the
Seller.
“Mortgage Loan
Schedule”: As of any date, the list of Mortgage Loans
included in REMIC I on such date, separately identifying the Group
I Mortgage Loans and the Group II Mortgage Loans, attached hereto
as Schedule 1. The Depositor shall deliver or cause the delivery of
the initial Mortgage Loan Schedule to the Servicer, the Master
Servicer, the Custodian and the Trustee on the Closing Date. The
Mortgage Loan Schedule shall set forth the following information
with respect to each Mortgage Loan:
|
(i)
|
the Mortgage Loan identifying
number;
|
|
(ii)
|
the Mortgagor’s first and last
name;
|
|
(iii) the
street address of the Mortgaged Property including the state and
zip code;
(iv) a
code indicating whether the Mortgaged Property is
owner-occupied;
(v) the
type of Residential Dwelling constituting the Mortgaged
Property;
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(vi)
|
the original months to
maturity;
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(vii) the
original date of the Mortgage Loan and the remaining months to
maturity from the Cut-off Date, based on the original amortization
schedule;
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(viii)
|
the Loan-to-Value Ratio at
origination;
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(ix) the
Mortgage Rate in effect immediately following the Cut-off
Date;
(x) the
date on which the first Monthly Payment was due on the Mortgage
Loan;
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(xi)
|
the stated maturity date;
|
|
|
(xii)
|
the amount of the Monthly Payment at
origination;
|
|
|
(xiii)
|
the amount of the Monthly Payment as
of the Cut-off Date;
|
|
|
|
|
|
(xiv) the
last Due Date on which a Monthly Payment was actually applied to
the unpaid Stated Principal Balance;
|
(xv)
|
the original principal amount of the
Mortgage Loan;
|
(xvi) the
Stated Principal Balance of the Mortgage Loan as of the close of
business on the Cut-off Date;
(xvii) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment
Date;
(xviii) with
respect to each Adjustable Rate Mortgage Loan, the Gross
Margin;
(xix) a
code indicating the purpose of the loan (i.e., purchase financing,
rate/term refinancing, cash-out refinancing);
(xx) with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Rate under the terms of the Mortgage Note;
(xxi) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate under the terms of the Mortgage Note;
|
(xxii)
|
the Mortgage Rate at
origination;
|
(xxiii) with
respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
Cap;
(xxiv) with
respect to each Adjustable Rate Mortgage Loan, the first Adjustment
Date immediately following the Cut-off Date;
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(xxv)
|
with respect to each Adjustable Rate
Mortgage Loan, the Index;
|
(xxvi) the
date on which the first Monthly Payment was due on the Mortgage
Loan and, if such date is not consistent with the Due Date
currently in effect, such Due Date;
(xxvii) a
code indicating whether the Mortgage Loan is an Adjustable Rate
Mortgage Loan or a fixed rate Mortgage Loan;
(xxviii) a
code indicating the documentation style (i.e., full, stated or
limited);
(xxix) a
code indicating if the Mortgage Loan is subject to a primary
insurance policy or lender paid mortgage insurance policy and the
name of the insurer;
|
(xxx)
|
the Appraised Value of the Mortgaged
Property;
|
|
|
(xxxi)
|
the sale price of the Mortgaged
Property, if applicable;
|
(xxxii) a
code indicating whether the Mortgage Loan is subject to a
Prepayment Charge, the term of such Prepayment Charge and the
amount of such Prepayment Charge;
(xxxiii) the
product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30
balloon, etc.);
|
(xxxiv)
|
the Mortgagor’s debt to income
ratio;
|
|
(xxxv)
|
the FICO score at origination;
and
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