Exhibit 1
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
JPMORGAN CHASE BANK, N.A.,
TRUSTEE
WELLS FARGO BANK, N.A.,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SELLER AND COMPANY
POOLING AND SERVICING AGREEMENT
Dated as of January 1, 2005
Structured Asset Mortgage Investments II Inc.
Prime Mortgage Trust, Mortgage Pass-Through Certificates
Prime Mortgage Trust, Re-REMIC Certificates
Series 2005-1
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TABLE OF CONTENTS
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Page
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ARTICLE I
Definitions
.........................................................................
3
Section 1.01 Calculation of LIBOR
..............................................................
41
ARTICLE II Conveyance of
Mortgage Loans and Underlying Certificates; Original
Issuance of Mortgage Pass-Through Certificates and Re-REMIC
Certificates ............ 42
Section 2.01 Conveyance of Mortgage Loans and
Underlying Certificates to Trustee ............... 42
Section 2.02 Acceptance of Mortgage Loans and
Underlying Certificates by Trustee ............... 46
Section 2.03 Assignment of Interest in the
Mortgage Loan Purchase Agreement .................... 49
Section 2.04 Substitution of Mortgage Loans
.................................................... 50
Section 2.05 Issuance of Certificates
..........................................................
51
Section 2.06 Representations and Warranties
Concerning the Depositor ........................... 52
ARTICLE III Administration of the
Trust Fund and Servicing of Mortgage Loans ....................
55
Section 3.01 Master Servicer and Securities
Administrator ...................................... 55
Section 3.02 REMIC-Related Covenants
...........................................................
56
Section 3.03 Monitoring of Servicers
...........................................................
56
Section 3.04 Fidelity Bond
.....................................................................
57
Section 3.05 Power to Act; Procedures
..........................................................
58
Section 3.06 Due-on-Sale Clauses; Assumption
Agreements ........................................ 59
Section 3.07 Release of Mortgage Files
.........................................................
59
Section 3.08 Documents, Records and Funds in
Possession of Master Servicer to Be
Held for Trustee
..................................................................
60
Section 3.09 Standard Hazard Insurance and
Flood Insurance Policies ............................ 60
Section 3.10 Presentment of Claims and
Collection of Proceeds ..................................
61
Section 3.11 Maintenance of the Primary
Mortgage Insurance Policies ............................
61
Section 3.12 Trustee to Retain Possession of
Certain Insurance Policies and Documents .......... 62
Section 3.13 Realization Upon Defaulted
Mortgage Loans .........................................
62
Section 3.14 Compensation for the Master
Servicer ..............................................
62
Section 3.15 REO Property
......................................................................
63
Section 3.16 Annual Officer's Certificate as to
Compliance ..................................... 63
Section 3.17 Annual Independent Accountant's
Servicing Report .................................. 64
Section 3.18 Reports Filed with Securities and
Exchange Commission ............................. 64
Section 3.19 The Company
.......................................................................
66
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Section 3.20 UCC.66
Section 3.21 Optional Purchase of Defaulted
Mortgage Loans ..................................... 66
ARTICLE IV Accounts
............................................................................
67
Section 4.01 Protected Account
.................................................................
67
Section 4.02 Master Servicer Collection Account
................................................ 68
Section 4.03 Permitted Withdrawals and
Transfers from the Master Servicer Collection
Account
...........................................................................
69
Section 4.04 Distribution Account
..............................................................
70
Section 4.05 Permitted Withdrawals and
Transfers from the Distribution Account .................
71
Section 4.06 Re-REMIC Certificate Account
...................................................... 72
Section 4.07 Permitted Withdrawals From the
Re-REMIC Certificate Account ....................... 73
ARTICLE V
Certificates
........................................................................
74
Section 5.01 Mortgage Pass-Through Certificates
and Re-REMIC Certificates ...................... 74
Section 5.02 Registration of Transfer and
Exchange of Certificates ............................. 81
Section 5.03 Mutilated, Destroyed, Lost or
Stolen Certificates ................................. 84
Section 5.04 Persons Deemed Owners
.............................................................
84
Section 5.05 Transfer Restrictions on Residual
Certificates .................................... 85
Section 5.06 Restrictions on Transferability of
Certificates ................................... 86
Section 5.07 ERISA Restrictions
................................................................
86
Section 5.08 Rule 144A Information
.............................................................
88
Section 5.09 Restrictions on Transferability of
Re-REMIC Certificates .......................... 88
ARTICLE VI Payments to
Certificateholders
...................................................... 96
Section 6.01 Distributions on the Mortgage
Pass-Through Certificates ........................... 96
Section 6.02 Distributions on the Re-REMIC
Certificates ........................................ 100
Section 6.03 Allocation of Losses
..............................................................
101
Section 6.04 Payments
..........................................................................
103
Section 6.05 Statements to Certificateholders
.................................................. 103
Section 6.06 Monthly Advances
..................................................................
107
Section 6.07 Compensating Interest Payments
.................................................... 108
Section 6.08 Policy Matters
....................................................................
108
Section 6.09 Reserve Fund
......................................................................
111
Section 6.10 Rounding Account
..................................................................
111
Section 6.11 Principal Distributions on the
Insured Certificates ............................... 112
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ARTICLE VII The Master Servicer-
................................................................
117
Section 7.01 Liabilities of the Master Servicer
................................................ 117
Section 7.02 Merger or Consolidation of the
Master Servicer .................................... 117
Section 7.03 Indemnification of the Trustee,
the Master Servicer and the
Securities Administrator
..........................................................
117
Section 7.04 Limitations on Liability of the
Master Servicer and Others ........................ 118
Section 7.05 Master Servicer Not to Resign
..................................................... 119
Section 7.06 Successor Master Servicer
.........................................................
120
Section 7.07 Sale and Assignment of Master
Servicing ........................................... 120
ARTICLE VIII Default
.............................................................................
121
Section 8.01 Events of Default
.................................................................
121
Section 8.02 Trustee to Act; Appointment of
Successor .......................................... 123
Section 8.03 Notification to Certificateholders
................................................ 124
Section 8.04 Waiver of Defaults
................................................................
124
Section 8.05 List of Certificateholders
........................................................
124
ARTICLE IX Concerning the
Trustee and the Securities Administrator
............................. 125
Section 9.01 Duties of Trustee
.................................................................
125
Section 9.02 Certain Matters Affecting the
Trustee and the Securities Administrator ............ 127
Section 9.03 Trustee and Securities
Administrator Not Liable for Mortgage Pass-Through
Certificates, Re-REMIC Certificates, Mortgage Loans or Underlying
Certificates .... 129
Section 9.04 Trustee and Securities
Administrator May Own Certificates .........................
129
Section 9.05 Trustee's and Securities
Administrator's Fees and Expenses ........................
129
Section 9.06 Eligibility Requirements for
Trustee and Securities Administrator ................. 130
Section 9.07 Insurance
.........................................................................
131
Section 9.08 Resignation and Removal of the
Trustee and Securities Administrator ............... 131
Section 9.09 Successor Trustee and Successor
Securities Administrator .......................... 132
Section 9.10 Merger or Consolidation of Trustee
or Securities Administrator .................... 133
Section 9.11 Appointment of Co-Trustee or
Separate Trustee ..................................... 133
Section 9.12 Federal Information Returns and
Reports to Certificateholders;
REMIC Administration
..............................................................
134
ARTICLE X
Termination
.........................................................................
137
Section 10.01 Termination
Upon Repurchase by the Depositor or its Designee or Liquidation
of the Mortgage Loans
.............................................................
137
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Section 10.02 Additional
Termination Requirements
............................................... 142
ARTICLE XI Miscellaneous Provisions
............................................................
144
Section 11.01 Intent of
Parties
.................................................................
144
Section 11.02 Amendment
.........................................................................
144
Section 11.03 Recordation of
Agreement
..........................................................
145
Section 11.04 Limitation on
Rights of Certificateholders
........................................ 146
Section 11.05 Acts of
Certificateholders
........................................................
146
Section 11.06 Governing Law
.....................................................................
147
Section 11.07 Notices
...........................................................................
148
Section 11.08 Severability
of Provisions
........................................................
148
Section 11.09 Successors and
Assigns
............................................................
149
Section 11.10 Article and
Section Headings
...................................................... 149
Section 11.11 Counterparts
......................................................................
149
Section 11.12 Notice to
Rating Agencies
.........................................................
149
Section 11.13 Radian Rights
.....................................................................
149
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EXHIBITS
Exhibit A-1 - Form of Class I-A
Certificates
Exhibit A-2 - Form of Class I-B
Certificates
Exhibit A-3 - Form of Class I-PO
Certificates
Exhibit A-4 - Form of Class I-R
Certificates
Exhibit A-5 - Form of Class II-A
Certificate
Exhibit A-6 - Form of Class II-R
Certificates
Exhibit A-7 - Form of Regulation S
Certificates
Exhibit B - Mortgage Loan
Schedule
Exhibit C - Underlying
Certificates Schedule
Exhibit D - Request for Release of
Documents
Exhibit E - Form of Affidavit
pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment
Letter
Exhibit F-2 - Form of Rule 144A and
Related Matters Certificate
Exhibit F-3
Form of Rule 144A Global Certificate to Regulation S Global
Certificate
Exhibit F-4
Form of Regulation S Global Certificate to Rule 144A Global
Certificate
Exhibit G - Form of Custodial
Agreement
Exhibit H-1 - EMC Servicing
Agreement
Exhibit H-2 - HSBC Servicing
Agreement
Exhibit H-3 - Nat City Servicing
Agreement
Exhibit H-4 - U.S. Central Servicing
Agreement
Exhibit I - Assignment
Agreements
Exhibit J - Mortgage Loan Purchase
Agreement
Exhibit K - Certificate Guaranty
Insurance Policy
- iv -
<PAGE>
POOLING AND SERVICING AGREEMENT
Pooling
and Servicing Agreement dated as of January 1, 2005, among
Structured Asset Mortgage Investments II
Inc., a Delaware corporation, as
depositor (the "Depositor"), JPMorgan Chase
Bank, N.A., a banking association
organized under the laws of the United
States, not in its individual capacity
but solely as trustee (the "Trustee"),
Wells Fargo Bank, N.A., as master
servicer (in such capacity, the "Master
Servicer") and as securities
administrator (in such capacity, the
"Securities Administrator"), and EMC
Mortgage Corporation, as seller (in such
capacity, the "Seller") and as company
(in such capacity, the "Company").
PRELIMINARY STATEMENT
On or
prior to the Closing Date, the Depositor acquired the Mortgage
Loans
from the Seller and the Underlying
Certificates from the Underlying Certificates
Seller. On the Closing Date, the Depositor
will sell the Mortgage Loans, the
Underlying Certificates and certain other
property to the related Trust Fund and
receive in consideration therefor the
related Certificates, together evidencing
the entire beneficial ownership interest in
the Trust Funds.
The
Trustee on behalf of the Trust shall make an election for the
assets
constituting REMIC I to be treated for
federal income tax purposes as a REMIC.
On the Startup Day, the REMIC I Regular
Interests will be designated "regular
interests" in such REMIC I and the Class
R-I Interest will be designated the
"residual interest" in such REMIC.
The
Trustee on behalf of the Trust shall make an election for the
assets
constituting REMIC II to be treated for
federal income tax purposes as a REMIC.
On the Startup Day, the REMIC II Regular
Interests will be designated "regular
interests" in such REMIC II and the Class
R-II Interest will be designated the
"residual interest" in such REMIC.
The
Trustee on behalf of the Trust shall make an election for the
assets
constituting REMIC III to be treated for
federal income tax purposes as a REMIC.
On the Startup Day, the REMIC III Regular
Certificates will be designated
"regular interests" in such REMIC III and
the Class R-III Interest will be
designated the "residual interest" in such
REMIC.
The Class
I-R Certificates will represent beneficial ownership of the
Class R-I Interest, the Class R-II Interest
and the Class R-III Interest.
The
Trustee will elect to treat the segregated pool of assets
consisting
of, among other things, the percentage
interest of the Underlying Certificates
set forth herein as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as REMIC
IV. The Class II-R Certificates will
represent the sole class of "residual
interests" in REMIC IV for purposes of the
REMIC Provisions.
The
Mortgage Loans will have an Outstanding Principal Balance as of
the
Cut-off Date, after deducting all Scheduled
Principal due on or before the
Cut-off Date, of $183,539,285.25. The
initial principal amount of the Mortgage
Pass-Through Certificates will not exceed
such Outstanding Principal Balance.
<PAGE>
The
Underlying Certificates have an aggregate outstanding principal
amount
as of the Closing Date equal to
$159,959,712.75. The initial principal amount of
the Re-REMIC Certificates will not exceed
such outstanding principal amount.
Notwithstanding anything to the contrary contained herein, all
references
with respect to the Mortgage Loans shall
relate only to the Mortgage
Pass-Through Certificates and all
references to the Underlying Certificates
shall relate only to the Re-REMIC
Certificates. In no event shall the term
"Mortgage Loans" or "Mortgaged Property"
include any Underlying Mortgage Loan or
any mortgaged property related thereto.
Reference to "the Certificateholders" or
"the related Certificateholders" shall mean
the Holders of the Mortgage
Pass-Through Certificates or Holders of the
Re-REMIC Certificates or Holders of
all of the Certificates, as the context
requires.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Master Servicer, the Securities
Administrator, the Seller, the Company and
the Trustee agree as follows:
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ARTICLE I
Definitions
Whenever
used in this Agreement, the following words and phrases, unless
otherwise expressly provided or unless the
context otherwise requires, shall
have the meanings specified in this
Article.
Accepted
Master Servicing Practices: With respect to any Mortgage Loan,
as
applicable, either (x) those customary
mortgage 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 Trustee or the
Master Servicer (except in its capacity as
successor to a Servicer), or (y) as
provided in the applicable Servicing
Agreement, to the extent applicable to any
Servicer, but in no event below the
standard set forth in clause (x).
Account:
The Master Servicer Collection Account, the Distribution
Account,
the Re-REMIC Certificate Account and the
Protected Account as the context may
require.
Accrued
Certificate Interest: For any Mortgage Pass-Through Certificate
for any Distribution Date, the interest
accrued during the related Interest
Accrual Period at the applicable
Pass-Through Rate on the Current Principal
Amount, or Notional Amount in the case of
any Interest Only Certificate, of such
Mortgage Pass-Through Certificate
immediately prior to such Distribution Date,
less (i) in the case of a Senior
Certificate (other than the Class I-PO
Certificates), such Mortgage Pass-Through
Certificate's share of any Net
Interest Shortfall from the Mortgage Loans
and, after the Cross-Over Date, the
interest portion of any Realized Losses on
the Mortgage Loans allocated thereto
in accordance with Section 6.03(i) and (ii)
in the case of a Subordinate
Certificate, such Mortgage Pass-Through
Certificate's share of any Net Interest
Shortfall from the Mortgage Loans and the
interest portion of any Realized
Losses on the related Mortgage Loans
allocated thereto in accordance with
Section 6.02(i). All calculations of
interest on the Mortgage Pass-Through
Certificates (other than the Class I-A-6
Certificates and Class I-A-7
Certificates) will be made on the basis of
on the basis of a 360-day year
consisting of twelve 30-day months. All
calculations of interest on the Class
I-A-6 Certificates and Class I-A-7
Certificates will be made on the basis of the
actual number of days elapsed in the
related Interest Accrual Period.
Adjustable
Rate Certificates: The Class I-A-6 Certificates and Class I-A-7
Certificates.
Adjustment
Amount: The amount, if any, by which the Special Hazard Loss
Amount (without giving effect to the
deduction of the Adjustment Amount for such
anniversary) exceeds the lesser of (A) an
amount calculated by the Seller and
approved by the related Rating Agencies,
which amount shall not be less than
$500,000, and (B) the greater of (x) 1.0%
(or if greater than 1.0%, the highest
percentage of Mortgage Loans by principal
balance secured by Mortgaged
Properties in any California zip code) of
the outstanding principal balance of
all the Mortgage Loans on the Distribution
Date immediately preceding such
anniversary and (y) twice the outstanding
principal balance of the Mortgage Loan
which has the largest outstanding principal
balance on the Distribution Date
immediately preceding such anniversary.
- 3 -
<PAGE>
Affiliate:
As to any Person, any other Person controlling, controlled by
or under common control with such Person.
"Control" means the power to direct
the management and policies of a Person,
directly or indirectly, whether through
ownership of voting securities, by contract
or otherwise. "Controlled" and
"Controlling" have meanings correlative to
the foregoing. The Trustee may
conclusively presume that a Person is not
an Affiliate of another Person unless
a Responsible Officer of the Trustee has
actual knowledge to the contrary.
Agreement:
This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Aggregate
Collateral Report: With respect to the Underlying Certificates
and any Underlying Certificate Payment
Date, the monthly collateral reports
forwarded to the holder thereof with
respect to such Underlying Certificate
Payment Date as provided by the related
Underlying Document for the Underlying
Certificates.
Allocable
Share: With respect to each Class of Subordinate Certificates:
(a) as to
any Distribution Date and amounts distributable pursuant to
clauses (i) and (iv) of the definition of
Subordinate Optimal Principal Amount
for each Subgroup, the fraction, expressed
as a percentage, the numerator of
which is the Current Principal Amount of
such Class and the denominator of which
is the aggregate Current Principal Amount
of all Classes of the Subordinate
Certificates; and
(b) as to
any Distribution Date and amounts distributable pursuant to
clauses (ii), (iii) and (v) of the
definition of Subordinate Optimal Principal
Amount, and as to each Class of Subordinate
Certificates (other than the Class
of Subordinate Certificates having the
lowest numerical designation as to which
the Class Prepayment Distribution Trigger
shall not be applicable) for which (x)
the related Class Prepayment Distribution
Trigger has been satisfied on such
Distribution Date, the fraction, expressed
as a percentage, the numerator of
which is the Current Principal Amount of
such Class and the denominator of which
is the aggregate Current Principal Amount
of all such Classes of Subordinate
Certificates and (y) the related Class
Prepayment Distribution Trigger has not
been satisfied on such Distribution Date,
0%; provided that if on a Distribution
Date, the Current Principal Amount of any
Class of Subordinate Certificates for
which the related Class Prepayment
Distribution Trigger was satisfied on such
Distribution Date is reduced to zero, any
amounts distributed pursuant to this
clause (b), to the extent of such Class's
remaining Allocable Share, shall be
distributed to the remaining Classes of
Subordinate Certificates which satisfy
the related Class Prepayment Distribution
Trigger and to the Class of
Subordinate Certificates having the lowest
numerical Class designation in
reduction of their respective Current
Principal Amounts in the order of their
numerical Class designations.
Applicable
Credit Rating: For any long-term deposit or security, a credit
rating of AAA in the case of each of
S&P and Fitch Ratings or Aaa in the case of
Moody's. For any short-term deposit or
security, or a rating of A-l+ in the case
of each of S&P and Fitch Ratings or P-1
in the case of Moody's.
Applicable
State Law: For purposes of Section 9.12(d), the Applicable
State Law shall be (a) the law of the State
of New York and (b) such other state
law whose applicability shall have
- 4 -
<PAGE>
been brought to the attention of the
Securities Administrator, Radian and the
Trustee by either (i) an Opinion of Counsel
reasonably acceptable to the
Securities Administrator and the Trustee
delivered to it by the Master Servicer
or the Depositor, or (ii) written notice
from the appropriate taxing authority
as to the applicability of such state
law.
Appraised
Value: For any Mortgaged Property related to a Mortgage Loan,
the amount set forth as the appraised value
of such Mortgaged Property in an
appraisal made for the mortgage originator
in connection with its origination of
the related Mortgage Loan.
Assignment
Agreement: The agreements attached hereto as Exhibit I, whereby
the related Servicing Agreements were
assigned to the Trustee for the benefit of
the Holders of the Mortgage Pass-Through
Certificateholders.
Assignment of
Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease
from the Mortgagor to the originator
of the Cooperative Loan.
Assumed
Final Distribution Date: With respect to the Mortgage
Pass-Through
Certificates, March 25, 2035, and with
respect to the Re-REMIC Certificates,
September 25, 2035, in each case if such
day is not a Business Day, the next
succeeding Business Day.
Available
Funds: With respect to any Distribution Date and the Mortgage
Pass-Through Certificates, an amount equal
to the aggregate of the following
amounts with respect to the Mortgage Loans:
(a) all previously undistributed
payments on account of principal (including
the principal portion of Scheduled
Payments, Principal Prepayments and the
principal portion of Net Liquidation
Proceeds and Subsequent Recoveries) and all
previously undistributed payments on
account of interest received after the
Cut-off Date and on or prior to the
related Determination Date, (b) any Monthly
Advances and Compensating Interest
Payments by the Servicers or the Master
Servicer with respect to such
Distribution Date and (c) any reimbursed
amount in connection with losses on
investments of deposits in an account,
except:
(i) all payments that were due on or before the Cut-off Date;
(ii) all Principal Prepayments and Liquidation Proceeds and
Subsequent Recoveries received after the
applicable Prepayment Period;
(iii) all payments, other than Principal Prepayments, that
represent
early receipt of Scheduled Payments due on
a date or dates subsequent to the
related Due Date;
(iv) amounts received on particular Mortgage Loans as late
payments
of principal or interest and respecting
which, and to the extent that, there are
any unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be
Nonrecoverable Advances;
(vi) any investment earnings on amounts on deposit in the
Master
Servicer Collection Account and the
Distribution Account and amounts permitted
to be withdrawn from
- 5 -
<PAGE>
the Master Servicer Collection Account and
the Distribution Account pursuant to
this Agreement;
(vii) amounts needed to pay the Servicing Fees or to reimburse
any
Servicer or the Master Servicer for amounts
due under the applicable Servicing
Agreement and this Agreement to the extent
such amounts have not been retained
by, or paid previously to, such Servicer or
the Master Servicer;
(viii) amounts needed to pay any fees with respect to any
lender-paid primary mortgage insurance
policy; and
(ix) any expenses or other amounts reimbursable to the Trustee,
the
Securities Administrator and the Custodian
pursuant to Section 7.04(c) or
Section 9.05.
Average
Loss Severity Percentage: With respect to any Distribution
Date,
the percentage equivalent of a fraction,
the numerator of which is the sum of
the Loss Severity Percentages for each
Mortgage Loan which had a Realized Loss
and the denominator of which is the number
of Mortgage Loans which had Realized
Losses.
Bankruptcy
Code: The United States Bankruptcy Code, as amended as codified
in 11 U.S.C. ss.ss. 101-1330.
Bankruptcy
Coverage Termination Date: The Distribution Date upon which the
Bankruptcy Loss Amount has been reduced to
zero or a negative number (or the
Cross-Over Date, if earlier).
Bankruptcy
Loss Amount: On each Distribution Date, $100,000, minus the
aggregate amount of previous Bankruptcy
Losses.
Bankruptcy
Loss: With respect to any Mortgage Loan, any Deficient
Valuation or Debt Service Reduction related
to such Mortgage Loan as reported by
the applicable Servicer to the Master
Servicer.
Book-Entry
Certificates: Initially, all Classes of Mortgage Pass-Through
Certificates, other than the Class I-B-4,
Class I-B-5 and Class I-B-6
Certificates and the Residual Certificates,
and all Classes of Re-REMIC
Certificates.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day
on which the New York Stock Exchange or
Federal Reserve is closed or on which
banking institutions in the jurisdiction in
which the Trustee, Radian, the
Master Servicer, any Servicer or the
Securities Administrator is located are
authorized or obligated by law or executive
order to be closed.
Certificate: Any one of the Mortgage Pass-Through Certificates
and
Re-REMIC Certificates executed and
countersigned by the Trustee substantially in
the form of Exhibits A-1 through A-6
attached hereto.
- 6 -
<PAGE>
Certificate Principal Balance: With respect to the Class II-A
Certificates
as of any date of determination, the
Initial Certificate Principal Balance
thereof, minus any amounts previously
distributed or allocated to such
Certificates in respect of principal in
accordance with Section 6.02. The Class
II-R Certificates do not have a Certificate
Principal Balance.
Certificateholder: A Holder of a Mortgage Pass-Through Certificate
or
Re-REMIC Certificate, as applicable.
Certificate Owner: Any Person who is the beneficial owner of a
Certificate
registered in the name of the Depository or
its nominee.
Certificate Register: The register maintained pursuant to Section
5.02.
Class:
With respect to the Mortgage Pass-Through Certificates, I-A-1,
I-A-2, I-A-3, I-A-4, I-A-5, I-A-6, I-A-7,
I-A-8, I-PO, I-R, I-B-1, I-B-2, I-B-3,
I-B-4, I-B-5 and I-B-6, and with respect to
the Re-REMIC Certificates, II-A-1,
II-A-2, II-A-3, II-A-4, II-A-5 and
II-R.
Class I-A
Certificates: Any of the Class I-A-1, I-A-2, I-A-3, I-A-4,
I-A-5, I-A-6, I-A-7, I-A-8, I-PO, I-R,
I-B-1, I-B-2, I-B-3, I-B-4, I-B-5 and
I-B-6 Certificates.
Class I-R
Certificates: The Class I-R Certificates (evidencing ownership
of the Class R-I Interest, Class R-II
Interest and Class R-III Interest).
Class I-PO
Certificate Cash Shortfall: For any Distribution Date, the
difference between (i) principal
distributable to the Class I-PO Certificates in
accordance with priority sixth of clause
(i) under subsection 6.01(a), and (ii)
principal actually distributed to the Class
I-PO Certificates after giving
effect to clause (iii) under subsection
6.01(a).
Class I-PO
Certificate Deferred Amount: As to each Distribution Date
through the Cross-Over Date, the aggregate
of all amounts allocable on such
dates to the Class I-PO Certificates in
respect of the principal portion of
Realized Losses in respect of Discount
Mortgage Loans in Subgroup 1 and the
Class I-PO Certificate Cash Shortfall and
all amounts previously allocated in
respect of such losses and such shortfalls
to the Class I-PO Certificates, and
not distributed on prior Distribution
Dates.
Class I-PO
Certificate Principal Distribution Amount: The Class I-PO
Certificates shall be entitled to
distributions from Subgroup 1. For each Class
of Class I-PO Certificates with respect to
each Distribution Date will be an
amount equal to the sum of:
(i) the PO Percentage of all scheduled payments of principal due
on
each
Discount Mortgage Loan in Subgroup 1 on the related Due Date as
specified
in the amortization schedule at the time applicable thereto
(after
adjustment for previous principal prepayments but before any
adjustment
to such amortization schedule by reason of any bankruptcy or
similar
proceeding or any moratorium or similar waiver or grace
period);
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<PAGE>
(ii) the PO Percentage of the Scheduled Principal Balance of
each
Discount
Mortgage Loan in Subgroup 1 which was the subject of a
prepayment
in full
received by the Master Servicer during the applicable
Prepayment
Period;
(iii) the PO Percentage of all partial prepayments of principal
of
each
Discount Mortgage Loan in the related Subgroup received during
the
applicable
Prepayment Period;
(iv) the lesser of (a) the PO Percentage of the sum of (A) all
Net
Liquidation Proceeds and Subsequent Recoveries allocable to
principal on
each
Discount Mortgage Loan in Subgroup 1 which became a Liquidated
Mortgage
Loan during the related Prepayment Period (other than a
Discount
Mortgage
Loan described in clause (B)) and (B) the Scheduled Principal
Balance of
each such Discount Mortgage Loan in Subgroup 1 purchased by an
insurer
from the Trustee during the related Prepayment Period pursuant
to
the
related Primary Mortgage Insurance Policy, if any, or otherwise;
and
(b) the
I-PO Percentage of the sum of (A) the Scheduled Principal
Balance
of each
Discount Mortgage Loan in Subgroup 1 which became a Liquidated
Mortgage
Loan during the related Prepayment Period (other than a
Discount
Mortgage
Loan described in clause (B)) and (B) the Scheduled Principal
Balance of
each such Mortgage Loan in Subgroup 1 that was purchased by an
insurer
from the Trustee during the related Prepayment Period pursuant
to
the
related Primary Mortgage Insurance Policy, if any, or otherwise;
and
(v) the PO Percentage of the sum of (a) the Scheduled Principal
Balance of
each Discount Mortgage Loan in Subgroup 1 which was repurchased
by the
Seller in connection with such Distribution Date and (b) the
difference, if any, between the Scheduled Principal Balance of a
Discount
Mortgage
Loan in Subgroup 1 that has been replaced by the Seller with a
substitute
Discount Mortgage Loan pursuant to the Agreement in connection
with such
Distribution Date and the Scheduled Principal Balance of such
substitute
Discount Mortgage Loan.
Class II-A
Certificates: Any of the Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4 and II-A-5
Certificates.
Class II-R
Certificates: The Class II-R Certificates representing the sole
class of "residual interests" in REMIC
IV.
Class
Prepayment Distribution Trigger: For a Class of Subordinate
Certificates for any Distribution Date, the
Class Prepayment Distribution
Trigger is satisfied if the fraction
(expressed as a percentage), the numerator
of which is the aggregate Current Principal
Amount of such Class and each Class
of Subordinate Certificates subordinate
thereto, if any, and the denominator of
which is the Scheduled Principal Balance of
all of the Mortgage Loans as of the
related Due Date, equals or exceeds such
percentage calculated as of the Closing
Date.
Class R-I
Interest: The sole class of "residual interests" in REMIC I.
Class R-II
Interest: The sole class of "residual interests" in REMIC II.
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<PAGE>
Class
R-III Interest: The sole class of "residual interests" in REMIC
III.
Clearing
Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities
and Exchange Act of 1934, as amended,
which initially shall be DTC, Clearstream,
Luxembourg and Euroclear.
Clearstream, Luxembourg: Clearstream Banking, a societe anonyme, a
limited
liability company organized under the laws
of Luxembourg.
Closing
Date: January 28, 2005.
Code: The
Internal Revenue Code of 1986, as amended.
Compensating Interest Payment: As defined in Section 6.06.
Cooperative: A private, cooperative housing corporation which owns
or
leases land and all or part of a building
or buildings, including apartments,
spaces used for commercial purposes and
common areas therein and whose board of
directors authorizes, among other things,
the sale of Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building
owned
or leased by a Cooperative, which unit the
Mortgagor has an exclusive right to
occupy pursuant to the terms of a
proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the
proprietary
lease or occupancy agreement with respect
to the Cooperative Apartment occupied
by the Mortgagor and relating to the
related Cooperative Stock, which lease or
agreement confers an exclusive right to the
holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loan: Any of the Mortgage Loans made in respect of
a
Cooperative Apartment, evidenced by a
Mortgage Note and secured by (i) a
Security Agreement, (ii) the related
Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv)
financing statements and (v) a stock
power (or other similar instrument), and
ancillary thereto, a recognition
agreement between the Cooperative and the
originator of the Cooperative Loan,
each of which was transferred and assigned
to the Trustee pursuant to Section
2.01 and are from time to time held as part
of the Mortgage Fund.
Cooperative Stock: With respect to a Cooperative Loan, the
single
outstanding class of stock, partnership
interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan,
the
stock certificate or other instrument
evidencing the related Cooperative Stock.
Corresponding Certificates: With respect to each REMIC III
Regular
Interest, the Class with the same
designation.
Corporate
Trust Office: The office of the Trustee at which at any
particular time its corporate trust
business is administered, which office, at
the date of the execution of this
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<PAGE>
Agreement, is located at 4 New York Plaza,
6th Floor, New York, New York 10004,
Attention: Institutional Trust
Services-Global Debt-Prime 2005-1. For purposes
of registration and transfer and exchange
only, the Corporate Trust Office shall
be located at JPMorgan Chase Bank, N.A.,
2001 Bryan Street, 8th Floor, Dallas,
Texas 75201, Attn: ITS Transfer Dept. -
Prime Mortgage Trust, Series 2005-1.
Cross-Over
Date: The first Distribution Date on which the aggregate
Current Principal Amount of the Subordinate
Certificates has been reduced to
zero (after giving effect to all
distributions on such Distribution Date).
Current
Principal Amount: With respect to any Mortgage Pass-Through
Certificate (other than an Interest Only
Certificate) as of any Distribution
Date, the initial principal amount of such
Certificate plus any Subsequent
Recoveries added to the Current Principal
Amount of such Certificate pursuant to
Section 6.01(i), and reduced by (i) all
amounts distributed on previous
Distribution Dates on such Mortgage
Pass-Through Certificate with respect to
principal, (ii) the principal portion of
all Realized Losses allocated prior to
such Distribution Date to such Mortgage
Pass-Through Certificates, taking
account of the Loss Allocation Limitation
and (iii) in the case of a Subordinate
Certificate, such Mortgage Pass-Through
Certificate's pro rata share, if any, of
the applicable Subordinate Certificate
Writedown Amount for previous
Distribution Dates. With respect to any
Class of Mortgage Pass-Through
Certificates (other than an Interest Only
Certificate), the Current Principal
Amount thereof will equal the sum of the
Current Principal Amounts of all
Mortgage Pass-Through Certificate in such
Class. Notwithstanding the foregoing,
solely for purposes of giving consents,
directions, waivers, approvals, requests
and notices, the Class I-R Certificates
after the Distribution Date on which
they each receive the distribution of the
last dollar of their respective
original principal amount shall be deemed
to have Current Principal Amounts
equal to their respective Current Principal
Amounts on the day immediately
preceding such Distribution Date.
Exclusively for the purpose of determining any
subrogation rights of Radian arising under
Section 6.08 hereof, the Current
Principal Amount of the Class I-A-3
Certificates shall not be reduced by the
amount of any payments made by Radian in
respect of principal on such
Certificates under the Policy, except to
the extent such payment shall have been
reimbursed to Radian pursuant to the
provisions of this Agreement.
Custodial
Agreement: An agreement, dated as of the Closing Date among the
Depositor, the Master Servicer, the Trustee
and the Custodian in substantially
the form of Exhibit G hereto.
Custodian:
Wells Fargo Bank, N.A., or any successor custodian appointed
pursuant to the provisions hereof and of
the Custodial Agreement.
Cut-off
Date: January 1, 2005.
Cut-off
Date Balance: An amount equal to $183,539,285.25.
Debt
Service Reduction: Any reduction of the Scheduled Payments which
a
Mortgagor is obligated to pay with respect
to a Mortgage Loan as a result of any
proceeding under the Bankruptcy Code or any
other similar state law or other
proceeding.
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<PAGE>
Deceased
Holder: A Certificate Owner of an Insured Certificate who was a
natural person living at the time such
interest was acquired and whose
authorized personal representative,
surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common
or other person empowered to act on
behalf of a deceased Certificate Owner
causes to be furnished to the Depository
Participant evidence of death satisfactory
to the Depository Participant and any
tax waivers requested by the Depository
Participant.
Deficiency
Amount: As of any Distribution Date, an amount equal to the sum
of:
(1)
the excess of
the Accrued Certificate Interest for the Class I-A-3
Certificates on such Distribution Date over the amount of the
Available Funds available to be distributed in respect of the
Class
I-A-3 Certificates on such Distribution Date;
(2) the principal portion of any
Realized Losses allocated to the Class
I-A-3 Certificates with respect to such Distribution Date; and
(3)
the Current
Principal Amount of the Class I-A-3 Certificates to the
extent unpaid on the related Assumed Final Distribution Date
(after
taking into account all distributions of principal and
allocations
of Realized Losses with respect to such Certificates to be made
on
such date).
Deficient
Valuation: With respect to any Mortgage Loan, a valuation of
the
Mortgaged Property by a court of competent
jurisdiction in an amount less than
the then outstanding indebtedness under the
Mortgage Loan, which valuation
results from a proceeding initiated under
the Bankruptcy Code or any other
similar state law or other proceeding.
Depositor:
Structured Asset Mortgage Investments II Inc., a Delaware
corporation, or its successors in
interest.
Depository: The Depository Trust Company, the nominee of which is
Cede &
Co., or any successor thereto.
Depository
Agreement: The meaning specified in Subsection 5.01(a) hereof.
Depository
Participant: A broker, dealer, bank or other financial
institution or other Person for whom from
time to time the Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution: A depository institution (commercial
bank, federal savings bank, mutual savings
bank or savings and loan association)
or trust company (which may include the
Trustee), the deposits of which are
fully insured by the FDIC to the extent
provided by law.
Determination Date: With respect to each Mortgage Loan, the
Determination
Date as defined in the related Servicing
Agreement.
Discount
Mortgage Loan: Any Mortgage Loan with a Net Mortgage Rate less
than 5.500% per annum.
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<PAGE>
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 the Freddie Mac or any
successor thereto, 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 or (v) 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 REMIC contained in the Trust
or any Person having an ownership
interest in the Residual Certificate (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
pursuant to Section 4.04, which shall be
denominated "JPMorgan Chase Bank, N.A.,
as Trustee f/b/o holders of Structured
Asset Mortgage Investments II Inc., Prime
Mortgage Trust, Mortgage Pass-Through
Certificates, Series 2005-1 - Distribution
Account." The Distribution Account shall be
an Eligible Account.
Distribution Account Deposit Date: The Business Day prior to
each
Distribution Date.
Distribution Date: The 25th day of any month, beginning in February
2005,
or, if such 25th day is not a Business Day,
the immediately following Business
Day.
DTC
Custodian: JPMorgan Chase Bank, N.A., or its successors in interest
as
custodian for the Depository.
Due Date:
With respect to each Mortgage Loan, the date in each month on
which its Scheduled Payment is due if such
due date is the first day of a month
and otherwise is deemed to be the first day
of the following month or such other
date specified in the related Servicing
Agreement.
Due
Period: With respect to any Distribution Date and each Mortgage
Loan,
the period commencing on the second day of
the month preceding the month in
which the Distribution Date occurs and
ending at the close of business on the
first day of the month in which the
Distribution Date occurs.
Eligible
Account: Any of (i) a segregated account maintained with a
federal or state chartered depository
institution (A) the short-term obligations
of which are rated A-1 or better by
Standard & Poor's, F-1 by Fitch Ratings or
and P-1 by Moody's at the time of any
deposit therein or (B) insured by the FDIC
(to the limits established by such
Corporation), the uninsured deposits in which
account are otherwise secured such that, as
evidenced by an Opinion of
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<PAGE>
Counsel (obtained by the Person requesting
that the account be held pursuant to
this clause (i)) delivered to the Trustee
prior to the establishment of such
account, the Certificateholders will have a
claim with respect to the funds in
such account and a perfected first priority
security interest against any
collateral (which shall be limited to
Permitted Investments, each of which shall
mature not later than the Business Day
immediately preceding the Distribution
Date next following the date of investment
in such collateral or the
Distribution Date if such Permitted
Investment is an obligation of the
institution that maintains the Distribution
Account) securing such funds that is
superior to claims of any other depositors
or general creditors of the
depository institution with which such
account is maintained, (ii) a segregated
trust account or accounts maintained with a
federal or state chartered
depository institution or trust company
with trust powers acting in its
fiduciary capacity or (iii) a segregated
account or accounts of a depository
institution acceptable to the Rating
Agencies (as evidenced in writing by the
Rating Agencies that use of any such
account as the Distribution Account will
not have an adverse effect on the
then-current ratings assigned to the Classes
of Certificates then rated by the Rating
Agencies determined without regard to
the Policy). Eligible Accounts may bear
interest.
EMC: EMC
Mortgage Corporation.
EMC
Servicing Agreement: With respect to Mortgage Loans serviced by
EMC,
the Servicing Agreement dated as of January
1, 2005, between the Depositor and
EMC, as attached hereto as Exhibit H-1 and
as modified by the related Assignment
Agreement.
ERISA: The
Employee Retirement Income Security Act of 1974, as amended.
Euroclear: Euroclear Clearance System,
Societe Cooperative, a Belgium
cooperative cooperation.
Euroclear
Operator: Euroclear Bank S.A./N.V., as operator of the
Euroclear
system.
Event of
Default: An event of default described in Section 8.01.
Excess
Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof (i)
occurring after the Bankruptcy Coverage
Termination Date or (ii) if on or prior
to such date, in excess of the
then-applicable Bankruptcy Loss Amount.
Excess
Fraud Loss: Any Fraud Loss or portion thereof (i) occurring
after
the Fraud Coverage Termination Date with
respect thereto or (ii) if on or prior
to such date, in excess of the
then-applicable Fraud Loss Amount.
Excess
Loss: Any Excess Fraud Loss, Excess Bankruptcy Loss, Excess
Special
Hazard Loss or Extraordinary Loss.
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 Mortgage
Interest Rate through the
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<PAGE>
last day of the month in which the related
Liquidation Date occurs, plus (ii)
related Liquidation Expenses.
Excess
Special Hazard Loss: Any Special Hazard Loss occurring after
the
Special Hazard Termination Date.
Extraordinary Loss: Any Realized Loss resulting from damage to a
mortgaged
property that was occasioned by war, civil
insurrection, certain governmental
actions, nuclear reaction and certain other
risks.
Fiscal
Quarter: December 1 to February 29 (or the last day in such
month),
March 1 to May 31, June 1 to August 31, or
September 1 to November 30, as
applicable.
Fannie
Mae: Federal National Mortgage Association or any successor
thereto.
FDIC:
Federal Deposit Insurance Corporation or any successor thereto.
Final
Securities Payment Date: With respect to the Underlying
Certificates, the Underlying Certificates
Payment Date that will be the last
Underlying Certificates Payment Date, as
specified in a Notice of Final Payment
with respect to such Underlying
Certificate.
Final
Certification: The certification substantially in the form of
Exhibit Three to the Custodial
Agreement.
Fitch
Ratings: Fitch, Inc.
Fractional
Undivided Interest: With respect to any Class of Mortgage
Pass-Through Certificates, the fractional
undivided interest evidenced by any
Mortgage Pass-Through Certificate of such
Class, the numerator of which is the
Current Principal Amount, or Notional
Amount in the case of the Interest Only
Certificates, of such Mortgage Pass-Through
Certificate and the denominator of
which is the Current Principal Amount, or
Notional Amount in the case of the
Interest Only Certificates, of such Class.
With respect to the Mortgage
Pass-Through Certificates in the aggregate,
the fractional undivided interest
evidenced by (i) the Class I-R Certificates
will be deemed to equal 0.25%, (ii)
each Class of Interest Only Certificates
will be deemed to equal 1.0% multiplied
by a fraction, the numerator of which is
the Notional Amount of such Mortgage
Pass-Through Certificate and the
denominator of which is the aggregate Notional
Amount of its respective Class and (iii) a
Mortgage Pass-Through Certificate of
any other Class will be deemed to equal
97.75% multiplied by a fraction, the
numerator of which is the Current Principal
Amount of such Mortgage Pass-Through
Certificate and the denominator of which is
the aggregate Current Principal
Amount of all the Mortgage Pass-Through
Certificates; provided, however, the
percentage in clause (iii) above shall be
increased by 1.0% upon the retirement
of each Class of Interest Only
Certificates. With respect to any Class of
Re-REMIC Certificates, the fractional
undivided interest evidenced by any
Re-REMIC Certificate of such Class, the
numerator of which is the Certificate
Principal Balance of such Re-REMIC
Certificate and the denominator of which is
the Certificate Principal Balance of such
Class. With respect to the Re-REMIC
Certificates in the aggregate, the
fractional undivided interest evidenced by
(i) the Class II-R Certificates will be
deemed to equal 0.25% and (ii) a
Re-REMIC
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<PAGE>
Certificate of any other Class will be
deemed to equal 99.75% multiplied by a
fraction, the numerator of which is the
Certificate Principal Balance of such
Re-REMIC Certificate and the denominator of
which is the aggregate Certificate
Principal Balance of all the Re-REMIC
Certificates.
Fraud
Coverage Termination Date: The Distribution Date upon which the
Fraud Loss Amount has been reduced to zero
or a negative number (or the
Cross-Over Date, if earlier).
Fraud
Loss: With respect to any Mortgage Loan, any Realized Loss
attributable to fraud in the origination of
such Mortgage Loan, as reported by
the applicable Servicer to the Master
Servicer.
Fraud Loss
Amount: Upon the initial issuance of the Mortgage Pass-Through
Certificates, 1.00% of the aggregate
Scheduled Principal Balances of the
Mortgage Loans. As of any Distribution Date
prior to the first anniversary of
the Cut-off Date, the initial Fraud Loss
Amount minus the aggregate amount of
Fraud Losses that would have been allocated
to the Subordinate Certificates in
the absence of the Loss Allocation Limit
since the Cut-off Date. As of any
Distribution Date from the third and
through the fifth anniversary of the
Cut-off Date, (1) the lesser of (a) the
applicable Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date
and (b) 0.50% of the aggregate
outstanding principal balance of all
Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2)
the Fraud Losses that would have been
allocated to the Subordinate Certificates
in the absence of the Loss Allocation
Limit since the most recent anniversary of
the Cut-off Date. After the fifth
anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
Freddie
Mac: Freddie Mac, formerly the Federal Home Loan Mortgage
Corporation, or any successor thereto.
Global
Certificate: Any Private Certificate registered in the name of
the
Depository or its nominee, beneficial
interests in which are reflected on the
books of the Depository or on the books of
a Person maintaining an account with
such Depository (directly or as an indirect
participant in accordance with the
rules of such depository).
Holder:
The Person in whose name a Mortgage Pass-Through Certificate or
Re-REMIC Certificate is registered in the
related Certificate Register, except
that, subject to Subsections 11.02(b) and
11.05(e), solely for the purpose of
giving any consent pursuant to this
Agreement, any Mortgage Pass-Through
Certificate or Re-REMIC Certificate
registered in the name of the Depositor, the
Master Servicer or the Trustee or any
Affiliate thereof shall be deemed not to
be outstanding and the Fractional Undivided
Interest evidenced thereby shall not
be taken into account in determining
whether the requisite percentage of
Fractional Undivided Interests necessary to
effect any such consent has been
obtained. With respect to the Class I-A-3
Certificates, Radian to the extent of
any Radian Reimbursement Amount.
HSBC: HSBC
Mortgage Corporation (USA), or its successor in interest.
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<PAGE>
HSBC
Servicing Agreement: With respect to the Mortgage Loans originated
by
HSBC, the Purchase, Warranties and
Servicing Agreement dated as of May 1, 2002
between the Seller and HSBC, attached
hereto as Exhibit H-2 as modified by the
related Assignment Agreement.
Indemnified Persons: The Trustee, the Master Servicer, the
Custodian and
the Securities Administrator and their
officers, directors, agents and employees
and, with respect to the Trustee, any
separate co-trustee and its officers,
directors, agents and employees.
Indemnification Agreement: The Indemnification Agreement dated as
of
January 28, 2005, among the Insurer, the
Depositor, the Seller and Bear, Stearns
& Co. Inc.
Independent: When used with respect to any specified Person, this
term
means that such Person (a) is in fact
independent of the Depositor or the Master
Servicer and of any Affiliate of the
Depositor or the Master Servicer, (b) does
not have any direct financial interest or
any material indirect financial
interest in the Depositor or the Master
Servicer or any Affiliate of the
Depositor or the Master Servicer and (c) is
not connected with the Depositor or
the Master Servicer or any Affiliate as an
officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar functions.
Individual
Certificate: Any Private Certificate registered in the name of
the Holder other than the Depository or its
nominee.
Individual
Insured Certificate: An Insured Certificate that evidences
$1,000 initial Current Principal
Amount.
Initial
Certificate Principal Balance: The aggregate principal balance
of
any class of Re-REMIC Certificates on the
Closing Date as set forth in Section
4.01 hereof.
Initial
Certification: The certification substantially in the form of
Exhibit One to the Custodial Agreement.
Institutional Accredited Investor: Any Person meeting the
requirements of
Rule 501(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act or any
entity all of the equity holders in which
come within such paragraphs.
Insurance
Policy: With respect to any Mortgage Loan, any standard hazard
insurance policy, flood insurance policy or
title insurance policy.
Insurance
Proceeds: Amounts paid by the insurer under any Insurance
Policy
covering any Mortgage Loan or Mortgaged
Property other than amounts required to
be paid over to the Mortgagor pursuant to
law or the related Mortgage Note or
Security Instrument and other than amounts
used to repair or restore the
Mortgaged Property or to reimburse insured
expenses.
Insured
Certificates: The Class I-A-3 Certificates.
Insured
Payment: (a) As of any Distribution Date, any Deficiency Amount
and (b) any Preference Amount.
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<PAGE>
Insurer:
Radian Asset Assurance Inc.
Interest
Accrual Period: For each Class of Mortgage Pass-Through
Certificates (other than the Class I-A-6
Certificates and Class I-A-7
Certificates) and each Class of Re-REMIC
Certificate and for any Distribution
Date, the one-month period preceding the
month in which such Distribution Date
occurs, commencing in January 2005. For the
Class I-A-6 Certificates and Class
I-A-7 Certificates and any Distribution
Date, the period beginning on the 25th
day of the month preceding the month in
which the Distribution Date occurs (or
with respect to the first Interest Accrual
Period, the Closing Date) and ending
on the 24th day of the month in which the
Distribution Date occurs.
Interest
Determination Date: With respect to each Distribution Date, the
second LIBOR Business Day immediately
preceding the commencement of the related
Interest Accrual Period.
Interest
Only Certificates: The Class I-A-4 Certificates and Class I-A-7
Certificates.
Interest
Shortfall: With respect to any Distribution Date and each
Mortgage Loan that during the related
Prepayment Period was the subject of a
Principal Prepayment or constitutes a
Relief Act Mortgage Loan, an amount
determined as follows:
(A)
Partial principal prepayments received during the relevant
Prepayment
Period: The difference between (i) one
month's interest at the applicable Net
Mortgage Rate on the amount of such
prepayment and (ii) the amount of interest
for the calendar month of such prepayment
(adjusted to the applicable Net
Mortgage Rate) received at the time of such
prepayment;
(B)
Principal prepayments in full received during the relevant
Prepayment
Period: The difference between (i) one
month's interest at the applicable Net
Mortgage Rate on the Scheduled Principal
Balance of such Mortgage Loan
immediately prior to such prepayment and
(ii) the amount of interest for the
calendar month of such prepayment (adjusted
to the applicable Net Mortgage Rate)
received at the time of such prepayment;
and
(C) As to
any Relief Act Mortgage Loan, the excess of (i) 30 days'
interest (or, in the case of a principal
prepayment in full, interest to the
date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case
of a principal prepayment in part, on the
amount so prepaid) at the related Net
Mortgage Rate over (ii) 30 days' interest
(or, in the case of a principal
prepayment in full, interest to the date of
prepayment) on such Scheduled
Principal Balance (or, in the case of a
Principal Prepayment in part, on the
amount so prepaid) at the Net Mortgage Rate
required to be paid by the Mortgagor
as limited by application of the Relief
Act.
Interim
Certification: The certification substantially in the form of
Exhibit Two to the Custodial Agreement.
Investment
Letter: The letter to be furnished by each Institutional
Accredited Investor which purchases any of
the Class I-B-4, Class I-B-5 or Class
I-B-6 Certificates in connection with such
purchase, substantially in the form
set forth as Exhibit F-1 hereto.
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<PAGE>
Issuer:
Prime Mortgage Trust 2005-1.
Lender-Paid PMI Rate: With respect to each Mortgage Loan covered by
a
lender-paid primary mortgage insurance
policy, the amount payable to the related
insurer, as stated in the Mortgage Loan
Schedule.
LIBOR:
With respect to any Distribution Date, the arithmetic mean of
the
London interbank offered rate quotations
for one-month U.S. Dollar deposits,
expressed on a per annum basis, determined
in accordance with Section 1.01.
LIBOR
Business Day: Any day other than (i) a Saturday or Sunday or (ii)
a
day on which banking institutions in
London, England and New York City are
required or authorized to by law to be
closed.
Liquidated
Mortgage Loan: Any defaulted Mortgage Loan as to which the
related Servicer or the Master Servicer has
determined that all amounts it
expects to recover from or on account of
such Mortgage Loan have been recovered.
Liquidation Date: With respect to any Liquidated Mortgage Loan, the
date
on which the Master Servicer or the related
Servicer has certified that such
Mortgage Loan has become a Liquidated
Mortgage Loan.
Liquidation Expenses: With respect to a Mortgage Loan in
liquidation,
unreimbursed expenses paid or incurred by
or for the account of the Master
Servicer or the related Servicer in
connection with the liquidation of such
Mortgage Loan and the related Mortgage
Property, such expenses including (a)
property protection expenses, (b) property
sales expenses, (c) foreclosure and
sale costs, including court costs and
reasonable attorneys' fees, and (d)
similar expenses reasonably paid or
incurred in connection with liquidation.
Liquidation Proceeds: Cash received in connection with the
liquidation of
a defaulted Mortgage Loan, whether through
trustee's sale, foreclosure sale,
Insurance Proceeds, condemnation proceeds
or otherwise and any Subsequent
Recoveries.
Living
Owner: A Certificate Owner of an Insured Certificate other than
a
Deceased Holder.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
fraction,
expressed as a percentage, the numerator of
which is the original principal
balance of the related Mortgage Loan and
the denominator of which is the
Original Value of the related Mortgaged
Property.
Lockout
Certificates: The Class I-A-5 Certificates and Class I-A-8
Certificates.
Lockout
Percentage: On any Distribution Date occurring during the
periods
set forth below will be as follows:
Period (dates inclusive)
Lockout Prepayment Percentage
------------------------------------
-----------------------------
February 25, 2005 - January 25, 2010
0%
February 25, 2010 - January 25, 2011
30%
February 25, 2011 - January 25, 2012
40%
February 25, 2012 - January 25, 2013
60%
February 25, 2013 - January 25, 2014
80%
February 25, 2014 and thereafter
100%
- 18 -
<PAGE>
Lockout
Principal Amount: For any Distribution Date, an amount equal to
the Lockout Percentage multiplied by the
Lockout Pro Rata Optimal Principal
Amount.
Lockout
Pro Rata Optimal Principal Amount: With respect to any
Distribution Date, the product of (x) the
Subgroup Principal Distribution Amount
for Subgroup 1 for such Distribution Date
(without regard to the Subgroup Senior
Percentage for Subgroup 1 or the Subgroup
Senior Prepayment Percentage for
Subgroup 1) multiplied by (y) a fraction,
the numerator of which is the sum of
the Current Principal Amounts of the Class
I-A-5 Certificates and Class I-A-8
Certificates immediately prior to such
Distribution Date and the denominator of
which is the sum of the Non-PO Percentages
of the Scheduled Principal Balances
of the Mortgage Loans in Subgroup 1.
Loss
Allocation Limit: The meaning specified in Section 6.02(e)
hereof.
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
Scheduled Principal Balance of such
Mortgage Loan immediately prior to the
liquidation of such Mortgage Loan.
Lost
Notes: The original Mortgage Notes that have been lost, as
indicated
on the Mortgage Loan Schedule.
Master
Servicer: As of the Closing Date, Wells Fargo Bank, N.A. and,
thereafter, its respective successors in
interest who meet the qualifications of
the Servicing Agreements and this
Agreement.
Master
Servicer Certification: A written certification covering
servicing
of the Mortgage Loans by the Servicers and
signed by an officer of the Master
Servicer that complies with (i) the
Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21,
2003 Statement by the Staff of the
Division of Corporation Finance of the
Securities and Exchange Commission
Regarding Compliance by Asset-Backed
Issuers with Exchange Act Rules 13a-14 and
15d-14, as in effect from time to time;
provided that if, after the Closing Date
(a) the Sarbanes-Oxley Act of 2002 is
amended, (b) the Statement referred to in
clause (ii) is modified or superceded by
any subsequent statement, rule or
regulation of the Securities and Exchange
Commission or any statement of a
division thereof, or (c) any future
releases, rules and regulations are
published by the Securities and Exchange
Commission from time to time pursuant
to the Sarbanes-Oxley Act of 2002, which in
any such case affects the form or
substance of the required certification and
results in the required
certification being, in the reasonable
judgment of the Master Servicer,
materially more onerous than the form of
the required certification as of the
Closing Date, the Master Servicer
Certification shall be as agreed to by the
Master Servicer and the Depositor following
a negotiation in good faith to
determine how to comply with any such new
requirements.
- 19 -
<PAGE>
Master
Servicer Collection Account: The trust account or accounts
created
and maintained pursuant to Section 4.02,
which shall be denominated "JPMorgan
Chase Bank, N.A., as Trustee f/b/o holders
of Structured Asset Mortgage
Investments II Inc., Prime Mortgage Trust,
Mortgage Pass-Through Certificates,
Series 2005-1 - Master Servicer Collection
Account." The Master Servicer
Collection Account shall be an Eligible
Account.
Master
Servicing Compensation: The meaning specified in Section 3.14.
Master
Servicing Fee: As to each Mortgage Loan and any Distribution
Date,
an amount payable out of each full payment
of interest received on such Mortgage
Loan and equal to the sum of (i)
one-twelfth of the Master Servicing Fee Rate
multiplied by the Scheduled Principal
Balance of such Mortgage Loan as of the
first day of the related Due Period,
subject to reduction as provided in Section
3.14.
Master
Servicing Fee Rate: With respect to each Mortgage Loan, 0.02%
per
annum.
Material
Defect: The meaning specified in Section 2.02(a).
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS(R)
System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The
Mortgage Identification Number for Mortgage Loans registered
with
MERS on the MERS(R) System.
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, or as nominee
for any subsequent assignee of the
originator pursuant to an assignment of
mortgage to MERS.
Monthly
Advance: An advance of principal or interest required to be
made
by the applicable Servicer pursuant to the
related Servicing Agreement or the
Master Servicer pursuant to Section
6.06.
Moody's:
Moody's Investors Service, Inc. or its successor in interest.
Mortgage
File: The mortgage documents listed in Section 2.01(b)
pertaining
to a particular Mortgage Loan and any
additional documents required to be added
to the Mortgage File pursuant to this
Agreement.
Mortgage
Fund: The portion of the Trust consisting of the assets
described
in clauses (A)(i) through (ix) of Section
2.01(a).
Mortgage
Interest Rate: The annual rate at which interest accrues from
time to time on any Mortgage Loan pursuant
to the related Mortgage Note, which
rate is initially equal to the "Mortgage
Interest Rate" set forth with respect
thereto on the Mortgage Loan Schedule.
- 20 -
<PAGE>
Mortgage
Loan: A mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.04
and held as a part of the Trust Fund,
as identified in the Mortgage Loan Schedule
(which shall include, without
limitation, (i) with respect to each
Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of
Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage
File and all rights appertaining
thereto, and (ii) with respect to each
Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage
and Mortgage File and all rights
appertaining thereto), including a mortgage
loan the property securing which has
become an REO Property. Notwithstanding any
provision in this Agreement to the
contrary, in no event shall the term
"Mortgage Loan" include any Underlying
Mortgage Loan.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase Agreement
dated as of January 28, 2004, between EMC
Mortgage Corporation, as seller, and
Structured Asset Mortgage Investments II
Inc., as purchaser, and all amendments
thereof and supplements thereto, attached
as Exhibit J.
Mortgage
Loan Schedule: The schedule, attached hereto as Exhibit B with
respect to the Mortgage Loans and as
amended from time to time to reflect the
repurchase or substitution of Mortgage
Loans pursuant to this Agreement.
Mortgage
Note: The originally executed note or other evidence of the
indebtedness of a Mortgagor under the
related Mortgage Loan.
Mortgage
Pass-Through Certificate: Any mortgage pass-through certificate
evidencing a beneficial ownership interest
in the Mortgage Fund signed and
countersigned by the Trustee in
substantially the forms annexed hereto as
Exhibits A-1, A-2 and A-3 with the blanks
therein appropriately completed.
Mortgage
Pass-Through Certificates Distribution Report: The report
prepared by the Securities Administrator
with respect to the Mortgage
Pass-Through Certificates and the Mortgage
Loans pursuant to Section 6.05(a).
Mortgaged
Property: Land and improvements securing the indebtedness of a
Mortgagor under the related Mortgage Loan
or, in the case of REO Property, such
REO Property, or, in the case of a
Cooperative Loan, the related Cooperative
Lease and Cooperative Stock. In no event,
however, shall the term "Mortgaged
Property" include any mortgaged property or
real estate owned property relating
to an Underlying Mortgage Loan.
Mortgagor:
The obligor on a Mortgage Note.
Nat City:
National City Mortgage Co., or its successor in interest.
Nat City
Servicing Agreement: The Purchase, Warranties and Servicing
Agreement, dated as of October 1, 2001,
between the Seller and Nat City,
attached hereto as Exhibit H-3, and as
modified by the related Assignment
Agreement.
- 21 -
<PAGE>
Net
Interest Shortfall: With respect to any Distribution Date, the
Interest Shortfall, if any, for such
Distribution Date net of Compensating
Interest Payments made with respect to such
Distribution Date.
Net Liquidation
Proceeds: As to any Liquidated Mortgage Loan, Liquidation
Proceeds net of (i) Liquidation Expenses
which are payable therefrom to the
related Servicer or the Master Servicer in
accordance with the related Servicing
Agreement or this Agreement and (ii)
unreimbursed advances by the related
Servicer or the Master Servicer and Monthly
Advances.
Net
Mortgage Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time
less the Servicing Fee (expressed as a
per annum rate).
Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Mortgage
Rate
higher than 5.500% per annum.
Non-PO
Percentage: With respect to any Mortgage Loan with a Net
Mortgage
Rate less than 5.500% per annum, a
fraction, expressed as a percentage, (x) the
numerator of which is equal to the related
Net Mortgage Rate, and (y) the
denominator of which is equal to 5.500% per
annum.
Nonrecoverable Advance: With respect to any Mortgage Loan, any
advance or
Monthly Advance (i) which was previously
made or is proposed to be made by the
Master Servicer, the Trustee (as successor
Master Servicer) or the applicable
Servicer and (ii) which, in the good faith
judgment of the Master Servicer, the
Trustee or the applicable Servicer, will
not or, in the case of a proposed
advance or Monthly Advance, would not, be
ultimately recoverable by the Master
Servicer, the Trustee (as successor Master
Servicer) or the applicable Servicer
from Liquidation Proceeds, Insurance
Proceeds or future payments on the Mortgage
Loan for which such advance or Monthly
Advance was made or is proposed to be
made.
Notice of
Final Payment: With respect any Underlying Certificate, the
notice to be provided by the related
trustee to the effect that the final
distribution on such class of Underlying
Certificates is to be made on a
specified date only upon presentation and
surrender thereof.
Notional
Amount: The Notional Amount of the Class I-A-4 Certificates, as
of any date of determination, is equal to
the Current Principal Amount of the
Class I-A-3 Certificates. For federal
income tax purposes, however, the Notional
Amount of the Class I-A-4 Certificates is
the Uncertificated Principal Balance
of REMIC II Regular Interest I-A-3. The
Notional Amount of the Class I-A-7
Certificates, as of any date of
determination, is equal to the Current Principal
Amount of the Class I-A-6 Certificates. For
federal income tax purposes,
however, the Notional Amount of the Class
I-A-7 Certificates is the
Uncertificated Principal Balance of REMIC
II Regular Interest I-A-6.
Officer's
Certificate: A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the
President or a Vice President or Assistant
Vice President or other authorized officer
of the Master Servicer or the
Depositor, as applicable, and delivered to
the Trustee, as required by this
Agreement.
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<PAGE>
Opinion of
Counsel: A written opinion of counsel who is or are acceptable
to the Trustee, Radian or the Master
Servicer, as applicable, and who, unless
required to be Independent (an "Opinion of
Independent Counsel"), may be
internal counsel for the Company, the
Master Servicer or the Depositor.
Original
Subordinate Principal Balance: The sum of the aggregate Current
Principal Amounts of each Class of
Subordinate Certificates as of the Closing
Date.
Original
Value: The lesser of (i) the Appraised Value or (ii) the sales
price of a Mortgaged Property at the time
of origination of a Mortgage Loan,
except in instances where either clauses
(i) or (ii) is unavailable, the other
may be used to determine the Original
Value, or if both clauses (i) and (ii) are
unavailable, Original Value may be
determined from other sources reasonably
acceptable to the Depositor.
Outstanding Mortgage Loan: With respect to any Due Date, a Mortgage
Loan
which, prior to such Due Date, was not the
subject of a Principal Prepayment in
full, did not become a Liquidated Mortgage
Loan and was not purchased or
replaced.
Outstanding Principal Balance: As of the time of any determination,
the
principal balance of a Mortgage Loan
remaining to be paid by the Mortgagor, or,
in the case of an REO Property, the
principal balance of the related Mortgage
Loan remaining to be paid by the Mortgagor
at the time such property was
acquired by the Trust Fund less any Net
Liquidation Proceeds with respect
thereto to the extent applied to
principal.
Pass-Through Rate: As to each Class of Mortgage Pass-Through
Certificates,
Re-REMIC Certificates, the REMIC I Regular
Interests and the REMIC II Regular
Interests, the rate of interest determined
as provided with respect thereto, in
Section 5.01(c). Any monthly calculation of
interest at a stated rate shall be
based upon annual interest at such rate
divided by twelve.
Permitted
Investments: Any one or more of the following obligations or
securities held in the name of the Trustee
for the benefit of the related
Certificateholders:
(i) direct obligations of, and obligations the timely payment
of
which are fully guaranteed by the United
States of America or any agency or
instrumentality of the United States of
America the obligations of which are
backed by the full faith and credit of the
United States of America;
(ii) (a) demand or time deposits, federal funds or bankers'
acceptances issued by any depository
institution or trust company incorporated
under the laws of the United States of
America or any state thereof (including
the Trustee or the Master Servicer or its
Affiliates acting in its commercial
banking capacity) and subject to
supervision and examination by federal and/or
state banking authorities, provided that
the commercial paper and/or the
short-term debt rating and/or the long-term
unsecured debt obligations of such
depository institution or trust company at
the time of such investment or
contractual commitment providing for such
investment have the Applicable Credit
Rating or better from each Rating Agency
and (b) any other demand or time
deposit or certificate of deposit that is
fully insured by the Federal Deposit
Insurance Corporation;
- 23 -
<PAGE>
(iii) repurchase obligations with respect to (a) any security
described in clause (i) above or (b) any
other security issued or guaranteed by
an agency or instrumentality of the United
States of America, the obligations of
which are backed by the full faith and
credit of the United States of America,
in either case entered into with a
depository institution or trust company
(acting as principal) described in clause
(ii)(a) above where the Trustee holds
the security therefor;
(iv) securities bearing interest or sold at a discount issued by
any
corporation (including the Trustee or the
Master Servicer or its Affiliates)
incorporated under the laws of the United
States of America or any state thereof
that have the Applicable Credit Rating or
better from each Rating Agency at the
time of such investment or contractual
commitment providing for such investment;
provided, however, that securities issued
by any particular corporation will not
be Permitted Investments to the extent that
investments therein will cause the
then outstanding principal amount of
securities issued by such corporation and
held as part of the Trust to exceed 10% of
the aggregate Outstanding Principal
Balances of all the Mortgage Loans and
Permitted Investments held as part of the
Trust;
(v) commercial paper (including both non-interest-bearing
discount
obligations and interest-bearing
obligations payable on demand or on a specified
date not more than one year after the date
of issuance thereof) having the
Applicable Credit Rating or better from
each Rating Agency at the time of such
investment;
(vi) a Reinvestment Agreement issued by any bank, insurance
company
or other corporation or entity;
(vii) any other demand, money market or time deposit,
obligation,
security or investment as may be acceptable
to each Rating Agency as evidenced
in writing by each Rating Agency to the
Trustee; and
(viii) any money market or common trust fund having the
Applicable
Credit Rating or better from each Rating
Agency, including any such fund for
which the Trustee or Master Servicer or any
affiliate of the Trustee or Master
Servicer acts as a manager or an advisor;
provided, however, that no instrument
or security shall be a Permitted Investment
if such instrument or security
evidences a right to receive only interest
payments with respect to the
obligations underlying such instrument or
if such security provides for payment
of both principal and interest with a yield
to maturity in excess of 120% of the
yield to maturity at par or if such
instrument or security is purchased at a
price greater than par.
Permitted
Transferee: Any Person other than a Disqualified Organization
or
an "electing large partnership" (as defined
by Section 775 of the Code).
Person:
Any individual, corporation, partnership, joint venture,
association, limited liability company,
joint-stock company, trust,
unincorporated organization or government
or any agency or political subdivision
thereof.
Physical
Certificates: The Residual Certificates and the Class I-B-4,
Class I-B-5 and Class I-B-6
Certificates.
- 24 -
<PAGE>
Policy:
The irrevocable Financial Guaranty Insurance Policy, No.
FANI-0528-05028-NY, including any
endorsements thereto, issued by Radian with
respect to the Class I-A-3 Certificates, in
the form attached hereto as Exhibit
K.
PO
Percentage: With respect to any Discount Mortgage Loan, a
fraction
expressed as a percentage, (x) the
numerator of which is equal to 5.500% minus
the related Net Mortgage Rate, and (y) the
denominator of which is equal to
5.500% per annum.
Preference
Amount: Any amount previously distributed to Holders of the
Class I-A-3 Certificates that is
recoverable and sought to be recovered as a
voidable preference by a trustee in
bankruptcy pursuant to the United States
Bankruptcy Code (11 U.S.C.), as amended
from time to time, in accordance with a
final nonappealable order of a court having
competent jurisdiction.
Premium
Distribution Amount: As to any Distribution Date, an amount
equal
to the sum of (i) the Premium Payment,
subject to reduction pursuant to Section
6.03(i) and (ii) any Premium Unpaid
Shortfall.
Premium
Payment: For any Distribution Date, the product of 1/12th of
0.07%
and the Current Principal Amount of the
Class I-A-3 Certificates for such
Distribution Date prior to any
distributions thereon.
Premium
Shortfall: For any Distribution Date, the amount by which the
Premium Payment (as reduced pursuant to
Section 6.03(i) exceeds the amount of
premium actually distributed to Radian on
such Distribution Date pursuant to
clause (i) of the definition of Premium
Distribution Amount.
Premium
Unpaid Shortfall: As to any Distribution Date, the amount by
which
the aggregate Premium Shortfalls on prior
Distribution Dates exceeds the amount
of premium actually distributed to Radian
on such prior Distribution Dates
pursuant to clause (ii) of the definition
of Premium Distribution Amount.
Prepayment
Charge: With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a
full or partial prepayment of such
Mortgage Loan in accordance with the terms
thereof.
Prepayment
Interest Shortfall: With respect to any Distribution Date, the
aggregate shortfall, if any, in collections
of interest (adjusted to the related
Net Mortgage Rates) on Mortgage Loans
resulting from (a) prepayments in full
received during the related Prepayment
Period and (b) the partial prepayments
received during the related Prepayment
Period to the extent applied prior to the
Due Date in the month of the Distribution
Date.
Prepayment
Period: With respect to any Distribution Date and the related
Servicer, such period as is provided in the
related Servicing Agreement.
Primary
Mortgage Insurance Policy: Any primary mortgage guaranty
insurance
policy issued in connection with a Mortgage
Loan which provides compensation to
a Mortgage Note holder in the event of
default by the obligor under such
Mortgage Note or the related Security
- 25 -
<PAGE>
Instrument, if any or any replacement
policy therefor through the related
Interest Accrual Period for such Class
relating to a Distribution Date.
Principal
Prepayment: Any payment (whether partial or full) or other
recovery of principal on a Mortgage Loan
which is received in advance of its
scheduled Due Date to the extent that it is
not accompanied by an amount as to
interest representing scheduled interest
due on any date or dates in any month
or months subsequent to the month of
prepayment, including Insurance Proceeds
and Repurchase Proceeds, but excluding the
principal portion of Net Liquidation
Proceeds received at the time a Mortgage
Loan becomes a Liquidated Mortgage
Loan.
Private
Certificates: The Class I-B-4, Class I-B-5, Class I-B-6, Class
II-A-1, Class II-A-2, Class II-A-3, Class
II-A-4, Class II-A-5 and Class II-R
Certificates.
Protected
Account: An account established and maintained for the benefit
of Holders of the Mortgage Pass-Through
Certificates by each Servicer with
respect to the related Mortgage Loans and
with respect to REO Property pursuant
to the applicable Servicing Agreement.
QIB: A
Qualified Institutional Buyer as defined in Rule 144A
promulgated
under the Securities Act.
Qualified
Insurer: Any insurance company duly qualified as such under the
laws of the state or states in which the
related Mortgaged Property or Mortgaged
Properties is or are located, duly
authorized and licensed in such state or
states to transact the type of insurance
business in which it is engaged and
approved as an insurer by the Master
Servicer, so long as the claims paying
ability of which is acceptable to the
Rating Agencies for pass-through
certificates having the same rating as the
related Mortgage Pass-Through
Certificates rated by the Rating Agencies
as of the Closing Date.
Radian:
Radian Asset Assurance, an indirect wholly owned subsidiary of
Radian Group Inc., organized and created
under the laws of the State of New
York, or any successor thereto.
Radian
Contact Person: The officer designated by the Master Servicer
to
provide information to Radian pursuant to
Section 6.08(i).
Radian
Default: As defined in Section 6.08(l).
Radian
Reimbursement Amount: Shall mean the sum of (a) the aggregate
unreimbursed amount of any payments made by
Radian under the Policy, together
with interest on such amount from the date
of payment by Radian until paid in
full, (b) all costs and expenses of Radian
in connection with any action,
proceeding or investigation affecting the
Trust Fund or the rights or
obligations of Radian under this Agreement
or under the Policy, including any
judgment or settlement entered into
affecting Radian or Radian's interests,
together with interest thereon and (c) any
other amounts owed to Radian under
this Agreement or the Indemnification
Agreement, together with interest thereon.
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<PAGE>
Random
Lot: With respect to any Distribution Date, the method by which
the
Depository will determine which Insured
Certificates will be paid, using its
established random lot procedures or, if
the Insured Certificates are no longer
represented by a Book-Entry Certificate,
using the Trustee's procedures.
Rating
Agencies: Fitch Ratings and S&P.
Realized
Loss: Any (i) Bankruptcy Loss or (ii) as to any Liquidated
Mortgage Loan, (x) the Outstanding
Principal Balance of such Liquidated Mortgage
Loan plus accrued and unpaid interest
thereon at the Mortgage Interest Rate
through the last day of the month of such
liquidation, less (y) the related Net
Liquidation Proceeds with respect to such
Mortgage Loan and the related Mortgage
Property. In addition, to the extent the
Master Servicer receives Subsequent
Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss
with respect to that Mortgage Loan will be
reduced to the extent such recoveries
are applied to reduce the Current Principal
Amount of any class of Mortgage
Pass-Through Certificates on any
Distribution Date.
Record
Date: With respect to any Distribution Date and any Class of
Certificates (other than the Class I-A-6
Certificates and Class I-A-7
Certificates), the close of business on the
last Business Day of the month
immediately preceding the month of such
Distribution Date. With respect to the
Class I-A-6 Certificates and Class I-A-7
Certificates, so long as such
Certificates are Book-Entry Certificates,
the Business Day prior to such
Distribution Date, and otherwise, the close
of business on the last Business Day
of the month immediately preceding the
month of such Distribution Date..
Regulation
S: Regulation S promulgated under the Securities Act.
Regulation
S Global Certificates: The Regulation S Temporary Global
Certificates and the Regulation S Permanent
Global Certificates.
Regulation
S Permanent Global Certificates: As defined in Section 5.09 (b)
hereof.
Regulation
S Temporary Global Certificates: As defined in Section 5.09(c)
hereof.
Reinvestment Agreements: One or more reinvestment agreements,
acceptable
to the Rating Agencies, from a bank,
insurance company or other corporation or
entity (including the Trustee).
Relief
Act: The Servicemembers Civil Relief Act, formerly known as the
Soldiers' and Sailors' Civil Relief Act of
1940, as amended, or similar state
law.
Relief Act
Mortgage Loan: Any Mortgage Loan as to which the Scheduled
Payment thereof has been reduced due to the
application of the Relief Act.
REMIC: A
real estate mortgage investment conduit, as defined in the
Code.
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<PAGE>
REMIC I:
That group of assets contained in the Trust Funds designated as
a
REMIC consisting of (i) the Mortgage Loans,
(ii) the Master Servicer Collection
Account, (iii) any REO Property relating to
the Mortgage Loans, (iv) the rights
with respect to the related Servicing
Agreement, (v) the rights with respect to
any related Assignment Agreement and (vi)
any proceeds of the foregoing.
REMIC I
Interests: The REMIC I Regular Interests and the Class R-I
Interest.
REMIC I
Regular Interests: REMIC I Regular Interests 1-A, 2-A, PO,
1-ZZZ,
2-ZZZ and R-I.
REMIC I
Subordinated Balance Ratio: The ratio among the Uncertificated
Principal Balances of each of the REMIC I
Regular Interests ending with the
designation "A," equal to the ratio among,
with respect to each such REMIC I
Regular Interest, the excess of (x) the
aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Subgroup
over (y) the Current Principal Amount
of the Senior Certificates in the related
Subgroup.
REMIC II:
That group of assets contained in the Trust Funds designated as
a REMIC consisting of the REMIC I Regular
Interests.
REMIC II
Interests: The REMIC II Regular Interests and the Class R-II
Interest.
REMIC II
Regular Interests: REMIC II Regular Interests I-A-1, I-A-2,
I-A-3, I-A-5, I-A-6, I-A-8, I-PO, R-II,
I-B-1, I-B-2, I-B-3, I-B-4, I-B-5 and
I-B-6.
REMIC III:
That group of assets contained in the Trust Funds designated as
a REMIC consisting of the REMIC II Regular
Interests.
REMIC III
Interests: The REMIC III Regular Certificates and the Class
R-III Interest.
REMIC III
Regular Certificates: The Class I-A-1, Class I-A-2, Class
I-A-3,
Class I-A-4 , Class I-A-5, Class I-A-6,
Class I-A-7, Class I-A-8, Class I-PO,
Class I-B-1, Class I-B-2, Class I-B-3 ,
Class I-B-4, Class I-B-5 and Class I-B-6
Certificates.
REMIC IV:
That group of assets contained in the Trust Funds designated as
a REMIC consisting of, among other things,
the Underlying Certificates.
REMIC
Opinion: An Opinion of Independent Counsel, to the effect that
the
proposed action described therein would
not, under the REMIC Provisions, (i)
cause any REMIC to fail to qualify as a
REMIC while any regular interest in such
REMIC is outstanding, (ii) result in a tax
on prohibited transactions with
respect to any REMIC or (iii) constitute a
taxable contribution to any REMIC
after the Startup Day.
REMIC Provisions: The
provisions of the federal income tax law relating to
the REMIC, which appear at Sections 860A
through 860G of the Code, and related
provisions and regulations promulgated
thereunder, as the foregoing may be in
effect from time to time.
- 28 -
<PAGE>
REO
Property: A Mortgaged Property acquired in the name of the
Trustee,
for the benefit of Certificateholders, by
foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted
Mortgage Loan.
Repurchase
Price: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to
be repurchased by the Seller pursuant
to the Mortgage Loan Purchase Agreement or
Article II of this Agreement, an
amount equal to the sum of (i)(a) 100% of
the Outstanding Principal Balance of
such Mortgage Loan as of the date of
repurchase (or if the related Mortgaged
Property was acquired with respect thereto,
100% of the Outstanding Principal
Balance at the date of the acquisition),
plus (b) accrued but unpaid interest on
the Outstanding Principal Balance at the
related Mortgage Interest Rate, through
and including the last day of the month of
repurchase, plus (c) any unreimbursed
Monthly Advances and servicing advances
payable to the Servicer of the Mortgage
Loan or to the Master Servicer and (ii) any
costs and damages (if any) incurred
by the Trust in connection with any
violation of such Mortgage Loan of any
predatory lending laws.
Repurchase
Proceeds: The Repurchase Price in connection with any
repurchase of a Mortgage Loan by the Seller
and any cash deposit in connection
with the substitution of a Mortgage Loan.
Request for Release: A request for
release in the form attached hereto as
Exhibit D.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be
maintained from time to time under this
Agreement with respect to such Mortgage
Loan.
Re-REMIC
Available Funds: As to any Distribution Date, the aggregate
amount on deposit in the Re-REMIC
Certificate Account immediately prior to such
Distribution Date, net of; (i) any amounts
reimbursable or payable to the
Trustee and the Securities Administrator as
provided herein with respect to the
Underlying Certificates and Re-REMIC
Certificates; and (ii) any distributions
received with respect to the Underlying
Certificates after their repurchase by
the Depositor to the extent the
distributions of such amounts would make the
total amount distributed in respect of any
such repurchased Underlying
Certificates greater than the purchase
price thereof. The Securities
Administrator shall determine the interest
portion and principal portion of
Re-REMIC Available Funds based solely on
information included on the Underlying
Certificates Payment Date Statements. To
the extent the Underlying Certificates
Payment Date Statements are unclear or
ambiguous with respect to any portion of
Re-REMIC Available Funds, the Securities
Administrator shall treat that portion
as interest.
Re-REMIC
Certificates: Any of the Class II-A Certificates and Class II-R
Certificates.
Re-REMIC
Certificate Account: The trust account, which shall at all
times
be an Eligible Account, created and
maintained by the Trustee pursuant to
Section 4.06. Funds deposited in the
Re-REMIC Certificate Account shall be held
in trust for the Re-REMIC
Certificateholders for the uses and purposes set forth
in this Agreement.
- 29 -
<PAGE>
Re-REMIC
Fund: The portion of the Trust consisting of the assets
described
in clauses (B)(i) through (iv) of Section
2.01(a).
Re-REMIC
Lockout Certificates: The Class II-A-5 Certificates.
Re-REMIC
Lockout Principal Amount: For any Distribution Date occurring
prior to the Distribution Date in February
2010, zero. For any Distribution Date
occurring after the first five years
following the Closing Date will be as
follows: for any Distribution Date during
the sixth, seventh, eighth and ninth
years after the Closing Date, 30%, 40%, 60%
and 80%, respectively, of an amount
equal to the product of (x) the principal
portion of Re-REMIC Available Funds
for such Distribution Date multiplied by
(y) a fraction, the numerator of which
is the Certificate Principal Balance of the
Class II-A-5 Certificates
immediately prior to such Distribution Date
and the denominator of which is the
Underlying Principal Balance of the
Underlying Certificates immediately prior to
the Underlying Distribution Date.
Re-REMIC
Principal Distribution Amount: On any Distribution Date, the
aggregate amount of principal received with
respect to the Underlying
Certificates.
Reserve
Fund: A fund established at the time of the issuance of the
Certificates solely for the benefit of the
Class I-A-3 Certificates by an
initial deposit into the Reserve Fund of
$20,000 by Bear, Stearns & Co. Inc.
Reserve
Interest Rate: With respect to any Interest Determination Date
and
any Adjustable Rate Certificate, the rate
per annum that the Securities
Administrator determines to be either (i)
the arithmetic mean (rounded upwards
if necessary to the nearest whole multiple
of 0.0625%) of the one-month United
States dollar lending rates which New York
City banks selected by the Securities
Administrator are quoting on the relevant
Interest Determination Date to the
principal London offices of leading banks
in the London interbank market or (ii)
in the event that the Securities
Administrator can determine no such arithmetic
mean, the lowest one-month United States
dollar lending rate which New York City
banks selected by the Securities
Administrator are quoting on such Interest
Determination Date to leading European
banks.
Residual
Certificates: Any of the Class I-R Certificates or Class II-R
Certificates.
Responsible Officer: Any officer assigned to the Corporate Trust
Office
(or any successor thereto), including any
Vice President, Assistant Vice
President, Trust Officer, any Assistant
Secretary, any trust officer or any
other officer of the Trustee customarily
performing functions similar to those
performed by any of the above designated
officers and having direct
responsibility for the administration of
this Agreement, and any other officer
of the Trustee to whom a matter arising
hereunder may be referred.
Rounding
Account: With respect to the Insured Certificates, the account
created and maintained for such Insured
Certificates pursuant to Section 6.10.
Rounding
Amount: With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and
used to round the amount of any
distributions in reduction of the
- 30 -
<PAGE>
Current Principal Amount of the Insured
Certificates upward to the next higher
integral multiple of $1,000.
Rule 144A
Certificate: The certificate to be furnished by each purchaser
of a Private Certificate (which is also a
Physical Certificate) which is a
Qualified Institutional Buyer as defined
under Rule 144A promulgated under the
Securities Act, substantially in the form
set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and
its successors in interest.
Scheduled
Payment: With respect to any Mortgage Loan and any month, the
scheduled payment or payments of principal
and interest due during such month on
such Mortgage Loan which either is payable
by a Mortgagor in such month under
the related Mortgage Note or, in the case
of REO Property, would otherwise have
been payable under the related Mortgage
Note.
Scheduled
Principal: The principal portion of any Scheduled Payment.
Scheduled
Principal Balance: With respect to any Mortgage Loan on any
Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of
the close of business on the related Due
Date (i.e., taking account of the
principal payment to be made on such Due
Date and irrespective of any
delinquency in its payment), as specified
in the amortization schedule at the
time relating thereto (before any
adjustment to such amortization schedule by
reason of any bankruptcy or similar
proceeding occurring after the Cut-off Date
(other than a Deficient Valuation) or any
moratorium or similar waiver or grace
period) and less (ii) any Principal
Prepayments (including the principal portion
of Net Liquidation Proceeds) received
during or prior to the related Prepayment
Period; provided that the Scheduled
Principal Balance of a Liquidated Mortgage
Loan is zero.
Securities
Act: The Securities Act of 1933, as amended.
Securities
Administrator: Wells Fargo Bank, N.A., or its successor in
interest, or any successor securities
administrator appointed as herein
provided.
Securities
Administration Fee: As to the Re-REMIC Certificates and any
Distribution Date, an amount payable out of
amounts on deposit in the Re-REMIC
Certificate Account and equal to the sum of
(i) one-twelfth of the Securities
Administration Fee Rate multiplied by the
aggregate Certificate Principal
Balance of such Re-REMIC Certificates as of
the related Distribution Date prior
to giving effect to any distributions of
principal on such Distribution Date.
Securities
Administration Fee Rate: With respect to the Re-REMIC
Certificates, 0.02% per annum.
Securities
Legend: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"),
OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER
- 31 -
<PAGE>
HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A") TO A
PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A
"QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A
QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO
AN "INSTITUTIONAL ACCREDITED INVESTOR"
WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE
OF A LETTER SUBSTANTIALLY IN THE FORM
PROVIDED IN THE AGREEMENT AND (B) THE
RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT
SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT
AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS OF THE UNITED STATES AND
ANY OTHER APPLICABLE JURISDICTION. THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
OR INDIRECTLY BY, OR ON BEHALF OF, AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR
SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED [in the case of a
Residual Certificate or a Class I-B-4,
Class I-B-5 and Class I-B-6 Certificate]
UNLESS THE OPINION OF COUNSEL REQUIRED
BY SECTION 5.07 OF THE POOLING AND
SERVICING AGREEMENT IS PROVIDED [in the case
of the Class I-B-4, Class I-B-5 and Class
I-B-6 Certificates] UNLESS THE
TRANSFEREE CERTIFIES OR REPRESENTS THAT THE
PROPOSED TRANSFER AND HOLDING OF A
CERTIFICATE AND THE SERVICING, MANAGEMENT
AND OPERATION OF THE TRUST AND ITS
ASSETS: (I) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED
UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT
NOT LIMITED TO, PROHIBITED TRANSACTION
EXEMPTION ("PTE") 84-14, PTE 91-38, PTE
90-1, PTE 95-60 OR PTE 96-23 AND (II) WILL
NOT GIVE RISE TO ANY ADDITIONAL
FIDUCIARY DUTIES ON THE PART OF THE
DEPOSITOR, THE SECURITIES ADMINISTRATOR, THE
MASTER SERVICER, ANY SERVICER OR THE
TRUSTEE, WHICH WILL BE DEEMED REPRESENTED
BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
A GLOBAL CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION
OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF AN INSTITUTIONAL ACCREDITED
INVESTOR."
Security
Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of
the originator in the related
Cooperative Stock.
- 32 -
<PAGE>
Security
Instrument: A written instrument creating a valid first lien on
a
Mortgaged Property securing a Mortgage
Note, which may be any applicable form of
mortgage, deed of trust, deed to secure
debt or security deed, including any
riders or addenda thereto.
Seller:
EMC Mortgage Corporation, as mortgage loan seller under the
Mortgage Loan Purchase Agreement.
Senior
Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class I-A-5, Class I-A-6, Class
I-A-7, Class I-A-8, Class I-PO and Class
I-R Certificates.
Servicer:
With respect to each Mortgage Loan, EMC, HSBC , Nat City and
U.S. Central. In no event, however, shall
the term "Servicer" include any
servicer of any of the Underlying Mortgage
Loans.
Servicer
Remittance Date: With respect to each Mortgage Loan, the date
set
forth in the Servicing Agreement.
Servicing
Agreements: The EMC Servicing Agreement, HSBC Servicing
Agreement, Nat City Servicing Agreement and
U.S. Central Servicing Agreement.
Servicing
Fee: As to any Mortgage Loan and Distribution Date, an amount
equal to the product of (i) the Scheduled
Principal Balance of such Mortgage
Loan as of the Due Date in the preceding
calendar month and (ii) the applicable
Servicing Fee Rate.
Servicing
Fee Rate: As to any Mortgage Loan, a per annum rate as set
forth
in the Mortgage Loan Schedule.
Servicing
Officer: Any officer of the related Servicer or Master Servicer
involved in or responsible for the
administration and servicing or master
servicing, as applicable, of the Mortgage
Loans as to which officer evidence,
reasonably acceptable to the Trustee, of
due authorization of such officer, by
such Servicer or Master Servicer has been
furnished from time to time to the
Trustee and Radian.
Special
Hazard Loss: With respect to any Mortgage Loan, a Realized Loss
attributable to damage or a direct physical
loss suffered by a Mortgaged
Property (including any Realized Loss due
to the presence or suspected presence
of hazardous wastes or substances on a
Mortgaged Property) other than any such
damage or loss covered by a hazard policy
or a flood insurance policy required
to be maintained in respect of such
Mortgaged Property under this Agreement or
any loss due to normal wear and tear or
certain other causes.
Special Hazard Loss
Amount: Upon the initial issuance of the Mortgage
Pass-Through Certificates, $2,049,289. As
of any Distribution Date, the Special
Hazard Loss Amount will equal the initial
Special Hazard Loss Amount, minus the
sum of (i) the aggregate amount of Special
Hazard Losses that would have been
previously allocated to the Subordinate
Certificates in the absence of the Loss
Allocation Limit and (ii) the Adjustment
Amount.
- 33 -
<PAGE>
Special
Hazard Termination Date: The Distribution Date upon which the
Special Hazard Loss Amount has been reduced
to zero or a negative number (or the
Cross-Over Date, if earlier).
Startup
Day: January 28, 2005.
Subgroup:
Any of Subgroup 1 and Subgroup 2.
Subgroup
1: All of the Mortgage Loans with a Net Mortgage Rate of less
than or equal to 5.500% per annum, plus the
Subgroup 1 Fraction of the principal
balance of any Mortgage Loan with a Net
Mortgage Rate greater than 5.500% per
annum and less than 8.000% per annum.
Subgroup 1
Certificates: The Class I-A-1, Class I-A-2, Class I-A-3, Class
I-A-4, Class I-A-5, Class I-A-8, Class I-PO
and Class I-R Certificates.
Subgroup 1
Fraction: With respect to any Mortgage Loan with a Net Mortgage
Rate of greater than 5.500% per annum and
less than 8.000% per annum, a
fraction, (x) the numerator of which is
equal to 8.000% minus the Net Mortgage
Rate of such Mortgage Loan, and (y) the
denominator of which is equal to 2.500%
per annum.
Subgroup
2: All of the Mortgage Loans with a Net Mortgage Rate equal to
8.000% per annum plus the Subgroup 2
Fraction of the principal balance of any
Mortgage Loan with a Net Mortgage Rate of
greater than 5.500% per annum and less
than 8.000% per annum.
Subgroup 2
Certificates: The Class I-A-6 Certificates and Class I-A-7
Certificates.
Subgroup 2
Fraction: With respect to any Mortgage Loan with a Net Mortgage
Rate of greater than 5.500% per annum and
less than 8.000% per annum, a
fraction, (x) the numerator of which is
equal to the Net Mortgage Rate of such
Mortgage Loan minus 5.500% per annum, and
(y) the denominator of which is equal
to 2.500% per annum.
Subgroup
Principal Distribution Amount: With respect to each of Subgroup
1
and Subgroup 2 Certificates and each
Distribution Date will be an amount equal
to the sum of the following (but in no
event greater than the aggregate Current
Principal Amounts of each of the Subgroup 1
and Subgroup 2 Certificates, as
applicable, immediately prior to such
Distribution Date):
(1) the applicable Subgroup Senior Percentage of the Non-PO
Percentage
of the principal portion of all Scheduled Payments due on the
Mortgage
Loans in the related Subgroup on the related Due Date, as
specified
in the amortization schedule at the time applicable thereto
(after
adjustment for previous Principal Prepayments but before any
adjustments to such amortization schedule by reason of any
bankruptcy or
similar
proceeding or any moratorium or similar waiver or grace
period);
(2) the applicable Subgroup Senior Prepayment Percentage of the
Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage
Loan
in the
related Subgroup which was the subject of a Principal Prepayment
in
full
received by the Master Servicer during the applicable
Prepayment
Period;
- 34 -
<PAGE>
(3) the applicable Subgroup Senior Prepayment Percentage of the
Non-PO
Percentage of all Principal Prepayments in part received by the
Master
Servicer prepayments during the applicable Prepayment Period
with
respect to
each Mortgage Loan in the related Subgroup;
(4) the lesser of (a) the applicable Subgroup Senior Prepayment
Percentage
of the Non-PO Percentage of the sum of (i) all Net Liquidation
Proceeds
allocable to principal received in respect of each Mortgage
Loan
in the
related Subgroup which became a Liquidated Mortgage Loan during
the
related
Prepayment Period (other than Mortgage Loans described in the
immediately following clause (ii)) and all Subsequent Recoveries
received
in respect
of each Liquidated Mortgage Loan in the related Subgroup during
the related Due Period and (ii)
the Scheduled Principal Balance of each
such
Mortgage Loan in the related Subgroup purchased by an insurer
from
the
Trustee during the related Prepayment Period pursuant to the
related
Primary
Mortgage Insurance Policy, if any, or otherwise; and (b) the
applicable
Subgroup Senior Percentage of the Non-PO Percentage of the sum
of (i) the
Scheduled Principal Balance of each Mortgage Loan in the
related
Subgroup which became a Liquidated Mortgage Loan during the
related
Prepayment Period (other than the Mortgage Loans described in
the
immediately following clause (ii)) and all Subsequent Recoveries
received
in respect
of each Liquidated Mortgage Loan in the related Subgroup during
the
related Due Period and (ii) the Scheduled Principal Balance of
each
such
Mortgage Loan in the related Subgroup that was purchased by an
insurer
from the Trustee during the related Prepayment Period pursuant
to
the
related Primary Mortgage Insurance Policy, if any or otherwise;
and
(5) the applicable Subgroup Senior Prepayment Percentage of the
Non-PO
Percentage of the sum of (a) the Scheduled Principal Balance of
each
Mortgage Loan in the related Subgroup which was repurchased by
the
Issuer in
connection with such Distribution Date and (b) the excess, if
any, of
the Scheduled Principal Balance of each Mortgage Loan in the
related
Subgroup that has been replaced by the Issuer with a substitute
Mortgage
Loan pursuant to the Mortgage Loan Purchase Agreement in
connection
with such Distribution Date over the Scheduled Principal
Balance of
each such substitute Mortgage Loan.
Subgroup
Senior Percentage: With respect to each Subgroup, the lesser of
(a) 100% and (b) the percentage (carried to
six places rounded up) obtained by
dividing the Current Principal Amount of
the Senior Certificates of such
Subgroup (other than any Principal Only
Certificates), immediately prior to such
Distribution Date, by the aggregate
Scheduled Principal Balance of the Mortgage
Loans in the related Subgroup (other than
the I-PO Percentage thereof with
respect to the related Discount Mortgage
Loans) as of the beginning of the
related Due Period. The initial Subgroup
Senior Percentage for the Senior
Certificates will be approximately
96.72%.
Subgroup
Senior Prepayment Percentage: The Subgroup Senior Prepayment
Percentage for the Subgroup 1 and Subgroup
2 Certificates, on any Distribution
Date occurring during the periods set forth
below will be as follows:
- 35 -
<PAGE>
<TABLE>
<CAPTION>
Period (dates
inclusive)
Subgroup Senior Prepayment Percentage
------------------------------------
---------------------------------------------------
<S>
<C>
February 25, 2005 - January 25, 2010
100%
February 25, 2010 - January 25, 2011
Subgroup Senior Percentage for the related Subgroup
Certificates plus 70% of the related Subordinate
Percentage
February 25, 2011 - January 25, 2012
Subgroup Senior Percentage for the related Subgroup
Certificates plus 60% of the related Subordinate
Percentage
February 25, 2012 - January 25, 2013
Subgroup Senior Percentage for the related Subgroup
Certificates plus 40% of the related Subordinate
Percentage
February 25, 2013 - January 25, 2014
Subgroup Senior Percentage for the related Subgroup
Certificates plus 20% of the related Subordinate
Percentage
February 25, 2014 and thereafter
Subgroup Senior Percentage for the related Subgroup
Certificates
</TABLE>
Any
scheduled reduction to the Subgroup Senior Prepayment Percentage
for
the Subgroup 1 and Subgroup 2 Certificates
shall not be made as of any
Distribution Date unless, as of the last
day of the month preceding such
Distribution Date (1) the aggregate
Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including
for this purpose any such Mortgage
Loans in foreclosure and such Mortgage
Loans with respect to which the related
Mortgaged Property has been acquired by the
Trust) averaged over the last six
months, as a percentage of the aggregate
Current Principal Amount of the
Subordinate Certificates does not exceed
50% and (2) cumulative Realized Losses
on the Mortgage Loans do not exceed (a) 30%
of the aggregate Current Principal
Amount of the Original Subordinate
Principal Balance if such Distribution Date
occurs between and including February 2010
and January 2011, (b) 35% of the
Original Subordinate Principal Balance if
such Distribution Date occurs between
and including February 2011 and January
2012, (c) 40% of the Original
Subordinate Principal Balance if such
Distribution Date occurs between and
including February 2012 and January 2013,
(d) 45% of the Original Subordinate
Principal Balance if such Distribution Date
occurs between and including
February 2013 and January 2014, and (e) 50%
of the Original Subordinate
Principal Balance if such Distribution Date
occurs during or after February
2014.
Notwithstanding the foregoing, if on any Distribution Date, the
percentage
for Subgroup 1 or Subgroup 2, the numerator
of which is the aggregate Current
Principal Amount of the Senior Certificates
of such Subgroup immediately
preceding such Distribution Date, and the
denominator of which is the Scheduled
Principal Balance of the Mortgage Loans in
such Subgroup (other than the I-PO
Percentage thereof with respect to the
Discount Mortgage Loans) as of the
beginning of the related Due Period,
exceeds such percentage as of the Cut-off
Date, then the Subgroup Senior Prepayment
Percentage with respect to the Senior
Certificates of each Subgroup for such
Distribution Date will equal 100%.
Subordinate Certificates: The Class I-B-1, Class I-B-2, Class
I-B-3, Class
I-B-4, Class I-B-5 and Class I-B-6
Certificates.
Subordinate Certificate Writedown Amount: As to any Distribution
Date, the
amount by which (a) the sum of the Current
Principal Amounts of all the Mortgage
Pass-Through Certificates (after giving
effect to the distribution of principal
and the allocation of applicable Realized
Losses in reduction of the Current
Principal Amounts of the Mortgage
Pass-Through
- 36 -
<PAGE>
Certificates on such Distribution Date)
exceeds (b) the aggregate Scheduled
Principal Balances of the Mortgage Loans on
the Due Date related to such
Distribution Date.
Subordinate Optimal Principal Amount: As to any Distribution Date,
an
amount equal to the sum, without
duplication, of the following from each
Subgroup (but in no event greater than the
aggregate Current Principal Amount of
the Subordinate Certificates immediately
prior to such Distribution Date):
(i) the applicable Subordinate Percentage of the Non-PO
Percentage
of the principal portion of all Scheduled Payments due on each
Outstanding Mortgage Loan in the related Subgroup on the related
Due
Date as specified in the amortization schedule at the time
applicable thereto (after adjustment for previous Principal
Prepayments but before any adjustment to such amortization
schedule
by reason of any bankruptcy or similar proceeding or any
moratorium
or similar waiver or grace period);
(ii) the applicable Subordinate Prepayment Percentage of the
Non-PO
Percentage of the Scheduled Principal Balance of each Mortgage
Loan
in the related Subgroup that was the subject of a Principal
Prepayment in full received by the Master Servicer during the
related Prepayment Period;
(iii) the
applicable Subordinate Prepayment Percentage of the Non-PO
Percentage of each Principal Prepayment in part received during
the
related Prepayment Period with respect to each Mortgage Loan in
the
related Subgroup;
(iv) the excess, if any, of (a) all Net Liquidation Proceeds
allocable to principal received during the related Prepayment
Period
in respect of each Liquidated Mortgage Loan in the related
Subgroup
over (b) the sum of the amounts distributable to the related
Senior
Certificateholders pursuant to clause (4) of the definition of
Subgroup Principal Distribution Amount and Class I-PO
Certificate
Deferred Amount on such Distribution Date;
(v) the applicable Subordinate Prepayment Percentage of the
Non-PO
Percentage of the sum of (a) the Scheduled Principal Balance of
each
Mortgage Loan in the related Subgroup which was purchased with
respect to such Distribution Date and (b) the difference, if
any,
between the Scheduled Principal Balance of a Mortgage Loan in
the
related Subgroup that has been replaced by the Seller with a
Substitute Mortgage Loan pursuant to the Mortgage Loan Purchase
Agreement in connection with such Distribution Date over the
Scheduled Principal Balance of such Substitute Mortgage Loan;
and
(vi) on the Distribution Date on which the Current Principal
Amounts
of the related Senior Certificates (other than the Interest
Only
Certificates and Class I-PO Certificates), have all been reduced
to
zero, 100% of the related Subgroup Principal Distribution
Amount.
After the aggregate Current Principal Amount of the Subordinate
Certificates has been reduced to zero, the Subordinate Optimal
Principal Amount shall be zero.
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<PAGE>
Subordinate Percentage: As of any
Distribution Date and with respect to
any Subgroup, 100% minus the related
Subgroup Senior Percentage for the Senior
Certificates related to such Subgroup. The
initial Subordinate Percentage for
each Subgroup will be equal to
approximately 3.28%.
Subordinate Prepayment Percentage: As of any Distribution Date and
with
respect to any Subgroup, 100% minus the
related Subgroup Senior Prepayment
Percentage for such Subgroup, except that
on any Distribution Date after the
Current Principal Amount of each class of
Senior Certificates have each been
reduced to zero, the Subordinate Prepayment
Percentage for the Subordinate
Certificates with respect to such Subgroup
will equal 100%.
Subsequent
Recoveries: As of any Distribution Date, amounts received by
the related Servicer during the related Due
Period or surplus amounts held by
the related Servicer to cover estimated
expenses (including, but not limited to,
recoveries in respect of the
representations and warranties made by the Seller
pursuant to the Mortgage Loan Purchase
Agreement) specifically related to a
Liquidated Mortgage Loan or disposition of
an REO Property prior to the related
Prepayment Period that resulted in a
Realized Loss, after the liquidation or
disposition of such Mortgage Loan.
Substitute
Mortgage Loan: A mortgage loan tendered to the Trustee pursuant
to the Servicing Agreement, the Mortgage
Loan Purchase Agreement or Section 2.04
of this Agreement, as applicable, in each
case, (i) which has an Outstanding
Principal Balance not greater nor
materially less than the Mortgage Loan for
which it is to be substituted; (ii) which
has a Mortgage Interest Rate and Net
Mortgage Rate not less than, and not
materially greater than, such Mortgage
Loan; (iii) which has a maturity date not
materially earlier or later than such
Mortgage Loan and not later than the latest
maturity date of any Mortgage Loan;
(iv) which is of the same property type and
occupancy type as such Mortgage
Loan; (v) which has a Loan-to-Value Ratio
not greater than the Loan-to-Value
Ratio of such Mortgage Loan; (vi) which is
current in payment of principal and
interest as of the date of substitution;
and (vii) as to which the payment terms
do not vary in any material respect from
the payment terms of the Mortgage Loan
for which it is to be substituted.
Tax
Administration and Tax Matters Person: The Securities Administrator
or
any successor thereto or assignee thereof
shall serve as tax administrator
hereunder and as agent for the Tax Matters
Person. The Holder of each Class of
Residual Certificates shall be the Tax
Matters Person for the related REMIC, as
more particularly set forth in Section 9.12
hereof.
Termination Purchase Price: The price, calculated as set forth in
Section
10.01, to be paid in connection with the
repurchase of the Mortgage Loans
pursuant to Section 10.01.
Trust
Funds or Trusts: The corpus of the trusts created by this
Agreement,
consisting of the Mortgage Loans, the
Underlying Certificates and the other
assets described in Section 2.01(a), and
which constitute two separate and
distinct trust funds: the Mortgage Fund and
the Re-REMIC Fund.
Trustee:
JPMorgan Chase Bank, N.A., or its successor in interest, or any
successor trustee appointed as herein
provided.
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<PAGE>
Uncertificated Principal Balance: With respect to any REMIC I
Regular
Interest or REMIC II Regular Interest as of
any Distribution Date, the initial
principal amount of such Regular Interest,
reduced by (i) all amounts
distributed on previous Distribution Dates
on such Regular Interest with respect
to principal, and (ii) the principal
portion of all Realized Losses allocated
prior to such Distribution Date to such
Regular Interest, taking account of the
Loss Allocation Limit.
Underlying
Documents: Collective reference to the pooling and servicing
agreement, prospectus supplement or other
comparable documents relating to the
issuance of the Underlying
Certificates.
Underlying
Mortgage Loans: The mortgage loans underlying the Underlying
Certificates.
Underlying
Certificates: 99.247% percentage interest in the GS Mortgage
Securities Corp., Mortgage Pass-Through
Certificates, Series 2004-8F, Class IA-1
Certificates.
Underlying
Certificates Balance: With respect to the Underlying
Certificates as of any Underlying
Certificates Payment Date and as of any date
of determination thereafter until the next
succeeding Underlying Certificates
Payment Date, the outstanding principal
balance of such Underlying Certificates
as set forth in, or calculated in
accordance with the terms of the Underlying
Documents on the basis of, the Underlying
Certificates Payment Date Statement
sent to the Trustee as Underlying
Certificateholder relating to such Underlying
Certificates Payment Date. The Underlying
Certificates Balance of the Underlying
Certificates as of any Underlying
Certificates Payment Date (and as of any date
thereafter until the next succeeding
Underlying Certificates Payment Date) shall
reflect the payment of principal, if any,
and allocation of realized losses, if
any, on such Underlying Certificates
Payment Date with respect to the Underlying
Certificates.
Underlying
Certificates Payment Date: With respect to the Underlying
Certificates, the date on which payments
are distributed on such certificate.
Underlying
Certificates Payment Date Statement: With respect to the
Underlying Certificates, the monthly
statement forwarded to the holder thereof
with respect to such Underlying
Certificates Payment Date as provided by the
related Underlying Document for each of the
Underlying Certificates.
Underlying
Certificates Schedule: The schedule attached as Exhibit C
hereto identifying the Underlying
Certificates.
Underlying
Certificateholder: The registered holder of the Underlying
Certificates, which following the execution
and delivery of this Agreement by
the parties hereto, shall be the Trustee,
or a financial intermediary on its
behalf.
Underlying
Principal Balance: The principal balance of the Underlying
Certificates.
Uninsured
Cause: Any cause of damage to a Mortgaged Property or related
REO Property such that the complete
restoration of such Mortgaged Property or
related REO Property
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<PAGE>
is not fully reimbursable by the hazard
insurance policies required to be
maintained pursuant the Servicing
Agreement, without regard to whether or not
such policy is maintained.
U.S.
Central: U.S. Central Credit Union.
U.S.
Central Servicing Agreement: The Purchase, Warranties and
Servicing
Agreement, dated as of June 1, 2002,
between the Seller and U.S. Central, as
amended by Amendment No. 1 to the Purchase,
Warranties and Servicing Agreement
dated as of January 13, 2003 and the Letter
Agreement dated as of November 13,
2003 between U.S. Central and EMC attached
hereto as Exhibit H-5 and as modified
by the related Assignment Agreement.
United
States Person: A citizen or resident of the United States, a
corporation or partnership (including an
entity treated as a corporation or
partnership for federal income tax
purposes) created or organized in, or under
the laws of, the United States or any state
thereof or the District of Columbia
(except, in the case of a partnership, to
the extent provided in Treasury
regulations), provided that, for purposes
solely of the Class I-R Certificates
and Class II-R Certificates, no partnership
or other entity treated as a
partnership for United States federal
income tax purposes shall be treated as a
United States Person unless all persons
that own an interest in such partnership
either directly or through any entity that
is not a corporation for United
States federal income tax purposes are
United States Persons, or an estate whose
income is subject to United States federal
income tax regardless of its source,
or a trust if a court within the United
States is able to exercise primary
supervision over the administration of the
trust and one or more such United
States Persons have the authority to
control all substantial decisions of the
trust. To the extent prescribed in
regulations by the Secretary of the Treasury,
which have not yet been issued, a trust
which was in existence on August 20,
1996 (other than a trust treated as owned
by the grantor under subpart E of part
I of subchapter J of chapter 1 of the
Code), and which was treated as a United
States person on August 20, 1996 may elect
to continue to be treated as a United
States person notwithstanding the previous
sentence.
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<PAGE>
Section
1.01 Calculation of LIBOR.
LIBOR
applicable to the calculation of the Pass-Through Rate on the
Adjustable Rate Certificates for any
Interest Accrual Period will be determined
on each Interest Determination Date. On
each Interest Determination Date, LIBOR
shall be established by the Securities
Administrator and, as to any Interest
Accrual Period, will equal the rate for one
month United States dollar deposits
that appears on the Telerate Screen Page
3750 as of 11:00 a.m., London" time, on
such Interest Determination Date. "Telerate
Screen Page 3750" means the display
designated as page 3750 on the Telerate
Service (or such other page as may
replace page 3750 on that service for the
purpose of displaying London interbank
offered rates of major banks). If such rate
does not appear on such page (or
such other page as may replace that page on
that service, or if such service is
no longer offered, LIBOR shall be so
established by use of such other service
for displaying LIBOR or comparable rates as
may be reasonably selected by the
Securities Administrator), the rate will be
the Reference Bank Rate. The
"Reference Bank Rate" will be determined on
the basis of the rates at which
deposits in U.S. Dollars are offered by the
reference banks (which shall be any
three major banks that are engaged in
transactions in the London interbank
market, selected by the Securities
Administrator) as of 11:00 a.m., London time,
on the Interest Determination Date to prime
banks in the London interbank market
for a period of one month in amounts
approximately equal to the aggregate
Current Principal Amount of the Adjustable
Rate Certificates then outstanding.
The Securities Administrator will request
the principal London office of each of
the reference banks to provide a quotation
of its rate. If at least two such
quotations are provided, the rate will be
the arithmetic mean of the quotations
rounded up to the nearest whole multiple of
0.03125%. If on such date fewer than
two quotations are provided as requested,
the rate will be the arithmetic mean
of the rates quoted by one or more major
banks in New York City, selected by the
Securities Administrator, as of 11:00 a.m.,
New York City time, on such date for
loans in U.S. Dollars to leading European
banks for a period of one month in
amounts approximately equal to the
aggregate Current Principal Amount of the
Adjustable Rate Certificates then
outstanding. If no such quotations can be
obtained, the rate will be LIBOR for the
prior Distribution Date; provided
however, if, under the priorities described
above, LIBOR for a Distribution Date
would be based on LIBOR for the previous
Distribution Date for the third
consecutive Distribution Date, the
Securities Administrator shall select an
alternative comparable index (over which
the Securities Administrator e has no
control), used for determining one-month
Eurodollar lending rates that is
calculated and published (or otherwise made
available) by an independent party.
The establishment of LIBOR by the
Securities Administrator on any Interest
Determination Date and the Securities
Administrator's subsequent calculation of
the Pass-Through Rate applicable to the
Adjustable Rate Certificates for the
relevant Interest Accrual Period, in the
absence of manifest error, will be
final and binding. Promptly following each
Interest Determination Date the
Securities Administrator shall supply the
Master Servicer with the results of
its determination of LIBOR on such
date.
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<PAGE>
ARTICLE II
Conveyance of Mortgage Loans and Underlying Certificates;
Original
Issuance of Mortgage
Pass-Through Certificates and Re-REMIC Certificates
Section
2.01 Conveyance of Mortgage Loans and Underlying Certificates
to
Trustee.
(a) The
Depositor concurrently with the execution and delivery of this
Agreement, sells, transfers and assigns to
each Trust without recourse (A) with
respect to the Mortgage Fund, all its
right, title and interest in and to (i)
the Mortgage Loans identified in the
Mortgage Loan Schedule, including all
interest and principal due with respect to
the Mortgage Loans after the Cut-off
Date, but excluding any payments of
principal and interest due on or prior to
the Cut-off Date; (ii) such assets as shall
from time to time be credited or are
required by the terms of this Agreement to
be credited to the Master Servicer
Collection Account, (iii) such assets
relating to the Mortgage Loans as from
time to time may be held by the Servicers
in the Protected Accounts, the Master
Servicer in the Master Servicer Collection
Account and the Trustee in the
Distribution Account, (iv) any REO
Property, (v) the Required Insurance Policies
and any amounts paid or payable by the
insurer under any Insurance Policy (to
the extent the mortgagee has a claim
thereto), (vi) the Mortgage Loan Purchase
Agreement to the extent provided in
Subsection 2.03(a), (vii) the rights with
respect to the Servicing Agreement as
assigned to the Trustee on behalf of the
related Certificateholders by the
Assignment Agreement, (viii) the Policy, the
Class I-A-3 Policy Payments Account, the
Rounding Account and the Reserve Fund
and (ix) all proceeds of the foregoing; and
(B) with respect to the Re-REMIC
Fund, all its right, title and interest in
and to (i) all distributions on the
Underlying Certificates after the
Underlying Certificates Payment Date in
January 2005, (ii) all the right, title and
interest of the Depositor in and to
the Underlying Certificates, (iii) such
assets relating to the Underlying
Certificate as from time to time may be
held by the Trustee in the Re-REMIC
Certificate Account, and (iv) any proceeds
of the foregoing. Although it is the
intent of the parties to this Agreement
that the conveyance of the Depositor's
right, title and interest in and to the
Mortgage Loans and the Underlying
Certificates and other assets in the Trust
Funds pursuant to this Agreement
shall constitute a purchase and sale and
not a loan, in the event that such
conveyance is deemed to be a loan, it is
the intent of the parties to this
Agreement that the Depositor shall be
deemed to have granted to the Trustee a
first priority perfected security interest
in all of the Depositor's right,
title and interest in, to and under the
Mortgage Loans and the Underlying
Certificates and other assets in the Trust
Fund, and that this Agreement shall
constitute a security agreement under
applicable law. Moreover, if for any other
reason this Agreement is held or deemed to
create a security interest in the
Mortgage Loans or Underlying Certificates
and the other assets constituting the
Trust Funds, then it is intended as
follows: (a) this Agreement shall also be
deemed to be a security agreement within
the meaning of Articles 8 and 9 of the
Uniform Commercial Code; (b) the conveyance
provided for in this Section shall
be deemed to be a grant by the Depositor to
the Trustee of a security interest
in all of the Depositor's right, title and
interest in and to the Mortgage Loans
and Underlying Certificates and all amounts
payable to the holders of the
Underlying Certificates after the Closing
Date in accordance with the terms
thereof and all proceeds of the conversion,
voluntary or involuntary, of the
foregoing into cash, instruments,
securities or other property, including
without limitation all amounts from time to
time held or invested in the
Distribution Account and Re-REMIC
Certificate Account, whether
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<PAGE>
in the form of cash, instruments,
securities or other property; (c) the
possession by the Trustee or its agent of
the Mortgage Loans and Underlying
Certificates and such other items of
property as constitute instruments, money,
negotiable documents or chattel paper shall
be deemed to be "possession by the
secured party" for purposes of perfecting
the security interest pursuant to
Section 9-305 of the Uniform Commercial
Code; (d) the Trustee shall be the
"securities intermediary," as such term is
defined in Section 8-102(a)(14)(ii)
of the New York Uniform Commercial Code,
that in the ordinary course of its
business maintains "securities accounts"
for others, as such term is used in
Section 8-501 of the New York Uniform
Commercial Code; (e) the Re-REMIC
Certificate Account shall be a "securities
account", as such term is used in
Section 8-501(a) of the New York Uniform
Commercial Code; (e) the "securities
intermediary's jurisdiction" as defined in
the New York Uniform Commercial Code
shall be the State of New York; (f) the
Trustee is not a "clearing corporation",
as such term is defined in Section
8-102(a)(5) of the New York Uniform
Commercial Code and (g) notifications to
persons holding such property, and
acknowledgments, receipts or confirmations
from persons holding such property,
shall be deemed to be notifications to or
acknowledgments, receipts or
confirmations from, financial
intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of
perfecting such security interest under
applicable law. The Depositor, the Master
Servicer, the Seller and the Trustee
agree that it is not intended that any
mortgage loan be conveyed to the Trust
that is either (i) a "High-Cost Home Loan"
as defined in the New Jersey Home
Ownership Act effective November 27, 2003,
(ii) a "High-Cost Home Loan" as
defined in the New Mexico Home Loan
Protection Act effective January 1, 2004
(iii) a "High Cost Home Mortgage Loan" as
defined in the Massachusetts Predatory
Home Loan Practices Act effective November
7, 2004 or (iv) a "High-Cost Home
Loan" as defined by the Indiana High Cost
Home Loan Law effective Jan 1, 2005.
(b) In
connection with the above transfer and assignment, the
Depositor
hereby delivers to the Custodian, as agent
for the Trustee, with respect to each
Mortgage Loan (other than a Cooperative
Loan):
(i) the original Mortgage Note, endorsed without recourse (a) to
the
order of the Trustee or (b) in the case of
a Mortgage Loan registered on the
MERS system, endorsed in blank, in either
case showing an unbroken chain of
endorsements from the originator thereof to
the Person endorsing it to the
Trustee, or lost note affidavit together
with a copy of the related Mortgage
Note;
(ii) the original Mortgage and, if the related Mortgage Loan is
a
MOM Loan, noting the presence of the MIN
and language indicating that such
Mortgage Loan is a MOM Loan, which shall
have been recorded (or if the original
is not available, a copy), with evidence of
such recording indicated thereon (or
if clause (w) in the proviso below applies,
shall be in recordable form);
(iii) unless the Mortgage Loan is a MOM Loan, a certified copy
of
the assignment (which may be in the form of
a blanket assignment if permitted in
the jurisdiction in which the Mortgaged
Property is located) to "JPMorgan Chase
Bank, N.A., as Trustee", with evidence of
recording with respect to each
Mortgage Loan in the name of the Trustee
thereon (or if clause (w) in the
proviso below applies or for Mortgage Loans
with respect to which the
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<PAGE>
related Mortgaged Property is located in a
state other than Maryland or an
Opinion of Counsel has been provided as set
forth in this Section 2.01(b), shall
be in recordable form);
(iv) all intervening assignments of the Security Instrument, if
applicable and only to the extent available
to the Depositor with evidence of
recording thereon;
(v) the original or a copy of the policy or certificate of
primary
mortgage guaranty insurance, to the extent
available, if any;
(vi) the original policy of title insurance or mortgagee's
certificate of title insurance or
commitment or binder for title insurance; and
(vii) originals of all modification agreements, if applicable
and
available.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the
order of the Trustee and showing an
unbroken chain of endorsements from the
originator thereof to the Person endorsing
it to the Trustee, or lost note
affidavit, together with a copy of the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of
Proprietary Lease to the originator of the
Cooperative Loan with intervening
assignments showing an unbroken chain of
title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing
the
related Cooperative Stock pledged with
respect to such Cooperative Loan,
together with an undated stock power (or
other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of
the
interests of the mortgagee with respect to
the related Cooperative Loan and any
transfer documents related to the
recognition agreement;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the
originator of such Cooperative Loan as
secured party, each with evidence of
recording thereof, evidencing the interest
of the originator under the Security
Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest
referenced in clause (vi) above showing an
unbroken chain of title from the
originator to the Trustee, each with
evidence of recording thereof, evidencing
the interest of the originator under the
Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in
the Security Agreement and Assignment of
Proprietary Lease, showing an unbroken
chain of title from the originator to the
Trustee; and
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<PAGE>
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating
to such Cooperative Loan; provided,
however, that in lieu of the foregoing, the
Depositor may deliver to the
Custodian, as agent of the Trustee, the
following documents, under the
circumstances set forth below: (w) in lieu
of the original Security Instrument,
assignments to the Trustee or intervening
assignments thereof which have been
delivered, are being delivered or will,
upon receipt of recording information
relating to the Security Instrument
required to be included thereon, be
delivered to recording offices for
recording and have not been returned to the
Depositor in time to permit their delivery
as specified above, the Depositor may
deliver a true copy thereof with a
certification by the Depositor, on the face
of such copy, substantially as follows:
"Certified to be a true and correct copy
of the original, which has been transmitted
for recording"; (x) in lieu of the
Security Instrument, assignment to the
Trustee or intervening assignments
thereof, if the applicable jurisdiction
retains the originals of such documents
(as evidenced by a certification from the
Depositor to such effect) the
Depositor may deliver photocopies of such
documents containing an original
certification by the judicial or other
governmental authority of the
jurisdiction where such documents were
recorded; (y) in lieu of the Mortgage
Notes relating to the Mortgage Loans
identified on Exhibit 5 to the Mortgage
Loan Purchase Agreement, the Depositor may
deliver lost note affidavits from the
Seller; and (z) the Depositor shall not be
required to deliver intervening
assignments or Mortgage Note endorsements
between the related underlying
originator or underlying Seller and the
Seller, between the Seller and the
Depositor, and between the Depositor and
the Trustee; and provided, further,
however, that in the case of Mortgage Loans
which have been prepaid in full
after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of
delivering the above documents, may deliver
to the Trustee or the Custodian, as
its agent, a certification to such effect
and shall deposit all amounts paid in
respect of such Mortgage Loans in the
Master Servicer Collection Account on the
Closing Date. The Depositor shall deliver
such original documents (including any
original documents as to which certified
copies had previously been delivered)
to the Trustee or the Custodian, as its
agent, promptly after they are received.
The Depositor shall cause the Seller, at
its expense, to cause each assignment
of the Security Instrument to the Trustee
to be recorded not later than 180 days
after the Closing Date, unless (a) such
recordation is not required by the
Rating Agencies or an Opinion of Counsel
addressed to the Trustee and Radian has
been provided to the Trustee (with a copy
to the Custodian) and Radian which
states that recordation of such Security
Instrument is not required to protect
the interests of the related
Certificateholders in the related Mortgage Loans or
(b) MERS is identified on the Mortgage or
on a properly recorded assignment of
the Mortgage as the mortgagee of record
solely as nominee for the Seller and its
successor and assigns; provided, however,
notwithstanding the foregoing, each
assignment shall be submitted for recording
by the Seller in the manner
described above, at no expense to the Trust
or the Trustee or the Custodian, as
its agent, upon the earliest to occur of:
(i) reasonable direction by the
Holders of Mortgage Pass-Through
Certificates evidencing Fractional Undivided
Interests aggregating not less than 25% of
the Mortgage Fund, (ii) the
occurrence of an Event of Default, (iii)
the occurrence of a bankruptcy,
insolvency or foreclosure relating to the
Seller and (iv) the occurrence of a
servicing transfer as described in Section
8.02 hereof. Notwithstanding the
foregoing, if the Seller fails to pay the
cost of recording the assignments,
such expense will be paid by the Trustee
and the Trustee shall be reimbursed for
such expenses by the Trust in accordance
with Section 9.05.
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<PAGE>
(c) In
connection with such transfer and assignment, with respect to
the
Underlying Certificates, the Depositor is
concurrently herewith:
(i) causing the delivery of the Underlying Certificates to the
Trustee together with powers to the Trustee
sufficient to cause the transfer
thereof to the Trustee;
(ii) delivering all documents required to be executed or
furnished
by a transferee and transferor of the
Underlying Certificates under each of the
related Underlying Documents other than any
transferor and transferee letters;
(iii) delivering copies of the Underlying Documents on CD-ROM;
(iv) delivering a copy of the offering documents with respect to
the
Underlying Certificates on CD-ROM; and
(v) delivering copies of the most recent Aggregate Collateral
Reports and Underlying Certificates Payment
Date Statements delivered to the
holders of the Underlying Certificates on
CD-ROM .
(d) The
Trustee is hereby authorized and directed to execute such
documentation as may be required to permit
the transfer to the Re-REMIC Fund of
the Underlying Certificates.
Section
2.02 Acceptance of Mortgage Loans and Underlying Certificates
by
Trustee.
(a) The
Trustee acknowledges the sale, transfer and assignment of the
Trust Funds to it by the Depositor and
receipt of, subject to further review and
the exceptions which may be noted pursuant
to the procedures described below,
and declares that it holds, the documents
(or certified copies thereof)
delivered to the Custodian, as its agent,
pursuant to Section 2.01(b), and
declares that it will continue to hold
those documents and any amendments,
replacements or supplements thereto and all
other assets of the Trust Funds
delivered to it as Trustee in trust for the
use and benefit of all present and
future Holders of the related Certificates
and Radian, as applicable. On the
Closing Date, the Custodian, with respect
to the Mortgage Loans, shall
acknowledge with respect to each Mortgage
Loan by delivery to the Depositor,
Radian and the Trustee of an Initial
Certification receipt of the Mortgage File,
but without review of such Mortgage File,
except to the extent necessary to
confirm that such Mortgage File contains
the related Mortgage Note or lost note
affidavit. No later than 90 days after the
Closing Date (or, with respect to any
Substitute Mortgage Loan, within five
Business Days after the receipt by the
Trustee or Custodian thereof), the Trustee
agrees, for the benefit of the
related Certificateholders and Radian, to
review or cause to be reviewed by the
Custodian on its behalf (under the
Custodial Agreement), each Mortgage File
delivered to it and to execute and deliver,
or cause to be executed and
delivered, to the Depositor, Radian and the
Trustee an Interim Certification. In
conducting such review, the Trustee or
Custodian will ascertain whether all
required documents have been executed and
received, and based on the Mortgage
Loan Schedule, whether those documents
relate, determined on the basis of the
Mortgagor name, original principal balance
and loan number, to the Mortgage
Loans it has received, as identified in the
Mortgage Loan Schedule. In
performing any such review, the Trustee or
the Custodian, as its agent, may
conclusively rely on the purported due
execution and genuineness of any such
document and on
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the purported genuineness of any signature
thereon. If the Trustee or the
Custodian, as its agent, finds any document
constituting part of the Mortgage
File has not been executed or received, or
to be unrelated, determined on the
basis of the Mortgagor name, original
principal balance and loan number, to the
Mortgage Loans identified in Exhibit B or
to appear defective on its face (a
"Material Defect"), the Trustee or the
Custodian, as its agent, shall promptly
notify the Seller. In accordance with the
Mortgage Loan Purchase Agreement, the
Seller shall correct or cure any such
defect within ninety (90) days from the
date of notice from the Trustee or the
Custodian, as its agent, of the defect
and if the Seller fails to correct or cure
the defect within such period, and
such defect materially and adversely
affects the interests of the related
Certificateholders in the related Mortgage
Loan, the Trustee shall enforce the
Seller's obligation under the Mortgage Loan
Purchase Agreement to, within 90
days from the Trustee's or the Custodian's
notification, provide a Substitute
Mortgage Loan (if within two years of the
Closing Date) or purchase such
Mortgage Loan at the Repurchase Price;
provided that, if such defect would cause
the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or
repurchase must occur within 90 days
from the date such breach was discovered;
provided, however, that if such defect
relates solely to the inability of the
Seller to deliver the original Security
Instrument or intervening assignments
thereof, or a certified copy because the
originals of such documents, or a certified
copy have not been returned by the
applicable jurisdiction, the Seller shall
not be required to purchase such
Mortgage Loan if the Seller delivers such
original documents or certified copy
promptly upon receipt, but in no event
later than 360 days after the Closing
Date. The foregoing repurchase obligation
shall not apply in the event that the
Seller cannot deliver such original or copy
of any document submitted for
recording to the appropriate recording
office in the applicable jurisdiction
because such document has not been returned
by such office; provided that the
Seller shall instead deliver a recording
receipt of such recording office or, if
such receipt is not available, a
certificate confirming that such documents have
been accepted for recording, and delivery
to the Trustee or the Custodian, as
its agent, shall be effected by the Seller
within thirty days of its receipt of
the original recorded document.
(b) No
later than 180 days after the Closing Date, the Trustee or the
Custodian, as its agent, will review, for
the benefit of the Certificateholders
and Radian, the Mortgage Files delivered to
it and will execute and deliver or
cause to be executed and delivered to the
Depositor, Radian and the Trustee a
Final Certification. In conducting such
review, the Trustee or the Custodian, as
its agent, will ascertain whether an
original of each document required to be
recorded has been returned from the
recording office with evidence of recording
thereon or a certified copy has been
obtained from the recording office. If the
Trustee or the Custodian, as its agent,
finds a Material Defect, the Trustee or
the Custodian, as its agent, shall promptly
notify the Seller (provided,
however, that with respect to those
documents described in subsections
(b)(I)(iv), (v), and (vii) of Section 2.01
and subsection (b)(II)(ix) of Section
2.01, the Trustee's and Custodian's
obligations shall extend only to the
documents actually delivered to the
Custodian pursuant to such subsections). In
accordance with the Mortgage Loan Purchase
Agreement, the Seller shall correct
or cure any such defect within 90 days from
the date of notice from the Trustee
or the Custodian, as its agent, of the
Material Defect and if the Seller is
unable to cure such defect within such
period, and if such defect materially and
adversely affects the interests of the
related Certificateholders in the related
Mortgage Loan, the Trustee shall enforce
the Seller's obligation under the
Mortgage Loan Purchase Agreement to, within
90 days from the Trustee's or
Custodian's notification, provide a
Substitute Mortgage Loan (if within two
years of
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the Closing Date) or purchase such Mortgage
Loan at the Repurchase Price,
provided that, if such defect would cause
the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such
cure, repurchase or substitution must occur
within 90 days from the date such
breach was discovered, provided, however,
that if such defect relates solely to
the inability of the Seller to deliver the
original Security Instrument or
intervening assignments thereof, or a
certified copy, because the originals of
such documents or a certified copy, have
not been returned by the applicable
jurisdiction, the Seller shall not be
required to purchase such Mortgage Loan,
if the Seller delivers such original
documents or certified copy promptly upon
receipt, but in no event later than 360
days after the Closing Date. The
foregoing repurchase obligation shall not
apply in the event that the Seller
cannot deliver such original or copy of any
document submitted for recording to
the appropriate recording office in the
applicable jurisdiction because such
document has not been returned by such
office; provided that the Seller shall
instead deliver a recording receipt of such
recording office or, if such receipt
is not available, a certificate confirming
that such documents have been
accepted for recording, and delivery to the
Trustee or the Custodian, as its
agent, shall be effected by the Seller
within thirty days of its receipt of the
original recorded document.
(c) In the
event that a Mortgage Loan is purchased by the Seller in
accordance with Subsections 2.02(a) or (b)
above, the Seller shall remit to the
Master Servicer the Repurchase Price for
deposit in the Master Servicer
Collection Account and the Seller shall
provide to the Securities Administrator,
the Trustee and Radian written notification
detailing the components of the
Repurchase Price. Upon deposit of the
Repurchase Price in the Master Servicer
Collection Account, the Depositor shall
notify the Trustee and the Custodian, as
agent of the Trustee (upon receipt of a
Request for Release in the form of
Exhibit D attached hereto with respect to
such Mortgage Loan), shall release to
the Seller the related Mortgage File and
the Trustee shall execute and deliver
all instruments of transfer or assignment,
without recourse, representation or
warranty, furnished to it by the Seller, as
are necessary to vest in the Seller
title to and rights under the Mortgage
Loan. Such purchase shall be deemed to
have occurred on the date on which the
Repurchase Price in immediately available
funds is received by the Trustee. The
Master Servicer shall amend the Mortgage
Loan Schedule, which was previously
delivered to it by the Depositor in a form
agreed to between the Depositor and the
Trustee, to reflect such repurchase and
shall promptly notify the Rating Agencies,
Radian and the Master Servicer of
such amendment. The obligation of the
Seller to repurchase or substitute for any
Mortgage Loan a Substitute Mortgage Loan as
to which such a defect in a
constituent document exists shall be the
sole remedy respecting such defect
available to the related Certificateholders
and Radian or to the Trustee on
their behalf.
(d) The
Trustee hereby acknowledges the receipt by it of the Underlying
Certificates and the documents and
instruments referred to in Section
2.01(c)(i)-(v), and declares that it holds
and will hold such Underlying
Certificates, such other documents and
instruments, and all other assets and
documents included in the Trust Fund, in
trust, upon the trusts herein set
forth, for the exclusive use and benefit of
all present and future
Certificateholders of the Re-REMIC
Certificates in accordance with the terms of
this Agreement.
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Section
2.03 Assignment of Interest in the Mortgage Loan Purchase
Agreement.
(a) The
Depositor hereby assigns to the Trustee, on behalf of the
Certificateholders of the Mortgage
Pass-Through Certificates, all of its right,
title and interest in the Mortgage Loan
Purchase Agreement, including but not
limited to the Depositor's rights and
obligations pursuant to the Servicing
Agreements (noting that the Seller has
retained the right in the event of breach
of the representations, warranties and
covenants, if any, with respect to the
related Mortgage Loans of the related
Servicer under the related Servicing
Agreement to enforce the provisions thereof
and to seek all or any available
remedies). The obligations of the Seller to
substitute or repurchase, as
applicable, a Mortgage Loan shall be the
Trustee's and the related
Certificateholders' sole remedy for any
breach thereof. At the request of the
Trustee, the Depositor shall take such
actions as may be necessary to enforce
the above right, title and interest on
behalf of the Trustee, the related
Certificateholders of the Mortgage
Pass-Through Certificates and Radian shall
execute such further documents as the
Trustee may reasonably require in order to
enable the Trustee to carry out such
enforcement.
(b) If the
Depositor, the Securities Administrator or the Trustee
discovers a breach of any of the
representations and warranties set forth in the
Mortgage Loan Purchase Agreement, which
breach materially and adversely affects
the value of the interests of related
Certificateholders or the Trustee in the
related Mortgage Loan, the party
discovering the breach shall give prompt
written notice of the breach to the other
parties. The Seller, within 90 days of
its discovery or receipt of notice that
such breach has occurred (whichever
occurs earlier), shall cure the breach in
all material respects or, subject to
the Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage
Loan or any property acquired with
respect thereto from the Trustee; provided,
however, that if there is a breach
of any representation set forth in the
Mortgage Loan Purchase Agreement or
Section 2.04 of this Agreement, as
applicable, and the Mortgage Loan or the
related property acquired with respect
thereto has been sold, then the Seller
shall pay, in lieu of the Repurchase Price,
any excess of the Repurchase Price
over the Net Liquidation Proceeds received
upon such sale. If the Net
Liquidation Proceeds exceed the Repurchase
Price, any excess shall be paid to
the Seller to the extent not required by
law to be paid to the borrower. Any
such purchase by the Seller shall be made
by providing an amount equal to the
Repurchase Price to the Master Servicer for
deposit in the Master Servicer
Collection Account and written notification
detailing the components of such
Repurchase Price. The Depositor shall
notify the Trustee and submit to the
Custodian, as agent for the Trustee, a
Request for Release, and the Custodian
shall release, or the Trustee shall cause
the Custodian to release, to the
Seller the related Mortgage File and the
Trustee shall execute and deliver all
instruments of transfer or assignment
furnished to it by the Seller, without
recourse, representation or warranty as are
necessary to vest in the Seller
title to and rights under the Mortgage Loan
or any property acquired with
respect thereto. Such purchase shall be
deemed to have occurred on the date on
which the Repurchase Price in available
funds is received by the Trustee. The
Master Servicer shall amend the Mortgage
Loan Schedule to reflect such
repurchase and shall promptly notify the
Trustee, Radian and the Rating Agencies
of such amendment. Enforcement of the
obligation of the Seller to purchase (or
substitute a Substitute Mortgage Loan for)
any Mortgage Loan or any property
acquired with respect thereto (or pay the
Repurchase Price as set forth in the
above proviso) as to which a breach has
occurred and is
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continuing shall constitute the sole remedy
respecting such breach available to
the Certificateholders or the Trustee on
their behalf.
Section
2.04 Substitution of Mortgage Loans.
Notwithstanding anything to the contrary in this Agreement, in lieu
of
purchasing a Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement or
Sections 2.02 or 2.03 of this Agreement,
the Seller may, no later than the date
by which such purchase by the Seller would
otherwise be required, tender to the
Trustee a Substitute Mortgage Loan
accompanied by a certificate of an authorized
officer of the Seller that such Substitute
Mortgage Loan conforms to the
requirements set forth in the definition of
"Substitute Mortgage Loan" in this
Agreement; provided, however, that
substitution pursuant to the Mortgage Loan
Purchase Agreement or Section 2.04 of this
Agreement, as applicable, in lieu of
purchase shall not be permitted after the
termination of the two-year period
beginning on the Startup Day; provided,
further, that if the breach would cause
the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section
860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days
from the date the breach was discovered.
The Custodian, as agent for the
Trustee, shall examine the Mortgage File
for any Substitute Mortgage Loan in the
manner set forth in Section 2.02(a) and the
Trustee or the Custodian, as its
agent, shall notify the Seller, in writing,
within five Business Days after
receipt, whether or not the documents
relating to the Substitute Mortgage Loan
satisfy the requirements of the fifth
sentence of Subsection 2.02(a). Within two
Business Days after such notification, the
Seller shall provide to the Trustee
for deposit in the Distribution Account the
amount, if any, by which the
Outstanding Principal Balance as of the
next preceding Due Date of the Mortgage
Loan for which substitution is being made,
after giving effect to the Scheduled
Principal due on such date, exceeds the
Outstanding Principal Balance as of such
date of the Substitute Mortgage Loan, after
giving effect to Scheduled Principal
due on such date, which amount shall be
treated for the purposes of this
Agreement as if it were the payment by the
Seller of the Repurchase Price for
the purchase of a Mortgage Loan by the
Seller. After such notification to the
Seller and, if any such excess exists, upon
receipt of such deposit, the Trustee
shall accept such Substitute Mortgage Loan
which shall thereafter be deemed to
be a Mortgage Loan hereunder. In the event
of such a substitution, accrued
interest on the Substitute Mortgage Loan
for the month in which the substitution
occurs and any Principal Prepayments made
thereon during such month shall be the
property of the Trust Fund and accrued
interest for such month on the Mortgage
Loan for which the substitution is made and
any Principal Prepayments made
thereon during such month shall be the
property of the Seller. The Scheduled
Principal on a Substitute Mortgage Loan due
on the Due Date in the month of
substitution shall be the property of the
Seller and the Scheduled Principal on
the Mortgage Loan for which the
substitution is made due on such Due Date shall
be the property of the Trust Fund. Upon
acceptance of the Substitute Mortgage
Loan (and delivery to the Custodian of a
Request for Release for such Mortgage
Loan), the Custodian, as agent for the
Trustee, shall release to the Seller the
related Mortgage File related to any
Mortgage Loan released pursuant to the
Mortgage Loan Purchase Agreement or Section
2.04 of this Agreement, as
applicable, and shall execute and deliver
all instruments of transfer or
assignment, without recourse,
representation or warranty in form as provided to
it as are necessary to vest in the Seller
title to and rights under any Mortgage
Loan released pursuant to the Mortgage Loan
Purchase Agreement or Section 2.04
of this Agreement, as applicable. The
Seller shall deliver to the Custodian the
documents related
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to the Substitute Mortgage Loan in
accordance with the provisions of the
Mortgage Loan Purchase Agreement or
Subsections 2.01(b) and 2.02(b) of this
Agreement, as applicable, with the date of
acceptance of the Substitute Mortgage
Loan deemed to be the Closing Date for
purposes of the time periods set forth in
those Subsections. The representations and
warranties set forth in the Mortgage
Loan Purchase Agreement shall be deemed to
have been made by the Seller with
respect to each Substitute Mortgage Loan as
of the date of acceptance of such
Mortgage Loan by the Trustee. The Master
Servicer shall amend the Mortgage Loan
Schedule to reflect such substitution and
shall provide a copy of such amended
Mortgage Loan Schedule to the Trustee,
Radian and the Rating Agencies.
Section
2.05 Issuance of Certificates.
(a) The
Trustee acknowledges the assignment to it of the Mortgage
Loans,
the Underlying Certificates and the other
assets comprising the Trust Funds and,
concurrently therewith, has signed, and
countersigned and delivered to the
Depositor, in exchange therefor, each of
the Mortgage Pass-Through Certificates
and Re-REMIC Certificates in such
authorized denominations representing such
Fractional Undivided Interests as the
Depositor has requested. The Trustee
agrees that it will hold the Mortgage Loans
and Underlying Certificates and such
other assets as may from time to time be
delivered to it segregated on the books
of the Trustee in trust for the benefit of
the related Certificateholders.
(b) The
Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and
otherwise convey in trust to the
Trustee without recourse all the right,
title and interest of the Depositor in
and to the REMIC I Regular Interests, and
the other assets of REMIC II for the
benefit of the holders of the REMIC II
Interests. The Trustee acknowledges
receipt of the REMIC I Regular Interests
(which are uncertificated) and the
other assets of REMIC II and declares that
it holds and will hold the same in
trust for the exclusive use and benefit of
the holders of the REMIC II
Interests.
(c) The
Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and
otherwise convey in trust to the
Trustee without recourse all the right,
title and interest of the Depositor in
and to the REMIC II Regular Interests, and
the other assets of REMIC III for the
benefit of the holders of the REMIC III
Certificates. The Trustee acknowledges
receipt of the REMIC II Regular Interests
(which are uncertificated) and the
other assets of REMIC III and declares that
it holds and will hold the same in
trust for the exclusive use and benefit of
the holders of the REMIC III
Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and
otherwise convey in trust to the
Trustee without recourse all the right,
title and interest of the Depositor in
and to the Underlying Certificates, and the
other assets of REMIC IV for the
benefit of the holders of the Re-REMIC
Certificates. The Trustee acknowledges
receipt of the Underlying Certificates and
the other assets of REMIC IV and
declares that it holds and will hold the
same in trust for the exclusive use and
benefit of the holders of the Re-REMIC
Certificates.
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<PAGE>
Section
2.06 Representations and Warranties Concerning the Depositor.
(a) The
Depositor hereby represents and warrants to the Trustee, the
Master Servicer and the Securities
Administrator as follows:
(i) the Depositor (a) is a corporation duly organized, validly
existing and in good standing under the
laws of the State of Delaware and (b) is
qualified and in good standing as a foreign
corporation to do business in each
jurisdiction where such qualification is
necessary, except where the failure so
to qualify would not reasonably be expected
to have a material adverse effect on
the Depositor's business as presently
conducted or on the Depositor's ability to
enter into this Agreement and to consummate
the transactions contemplated
hereby;
(ii) the Depositor has full corporate power to own its property,
to
carry on its business as presently
conducted and to enter into and perform its
obligations under this Agreement;
(iii) the execution and delivery by the Depositor of this
Agreement
have been duly authorized by all necessary
corporate action on the part of the
Depositor; and neither the execution and
delivery of this Agreement, nor the
consummation of the transactions herein
contemplated, nor compliance with the
provisions hereof, will conflict with or
result in a breach of, or constitute a
default under, any of the provisions of any
law, governmental rule, regulation,
judgment, decree or order binding on the
Depositor or its properties or the
articles of incorporation or by-laws of the
Depositor, except those conflicts,
breaches or defaults which would not
reasonably be expected to have a material
adverse effect on the Depositor's ability
to enter into this Agreement and to
consummate the transactions contemplated
hereby;
(iv) the execution, delivery and performance by the Depositor
of
this Agreement and the consummation of the
transactions contemplated hereby do
not require the consent or approval of, the
giving of notice to, the
registration with, or the taking of any
other action in respect of, any state,
federal or other governmental authority or
agency, except those consents,
approvals, notices, registrations or other
actions as have already been
obtained, given or made;
(v) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization,
execution and delivery by the other
parties hereto, constitutes a valid and
binding obligation of the Depositor
enforceable against it in accordance with
its terms (subject to applicable
bankruptcy and insolvency laws and other
similar laws affecting the enforcement
of the rights of creditors generally);
(vi) there are no actions, suits or proceedings pending or, to
the
knowledge of the Depositor, threatened
against the Depositor, before or by any
court, administrative agency, arbitrator or
governmental body (i) with respect
to any of the transactions contemplated by
this Agreement or (ii) with respect
to any other matter which in the judgment
of the Depositor will be determined
adversely to the Depositor and will if
determined adversely to the Depositor
materially and adversely affect the
Depositor's ability to enter into this
Agreement or perform its obligations under
this Agreement; and the Depositor is
not in default with respect to any order
of
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<PAGE>
any court, administrative agency,
arbitrator or governmental body so as to
materially and adversely affect the
transactions contemplated by this Agreement;
and
(vii) immediately prior to the transfer and assignment to the
Trustee, each Mortgage Note and each
Mortgage were not subject to an assignment
or pledge, and the Depositor had good and
marketable title to and was the sole
owner thereof and had full right to
transfer and sell such Mortgage Loan to the
Trustee free and clear of any encumbrance,
equity, lien, pledge, charge, claim
or security interest.
(b) The
Depositor hereby represents and warrants to the Trustee as of
the
Closing Date as follows:
(viii) The information set forth in the Underlying Certificates
Schedule is true and correct in all
material respects as of the date or dates
such information is furnished.
(ix) Immediately prior to the sale and assignment herein
contemplated, the Depositor was the sole
owner of the Underlying Certificates
free and clear of any lien, pledge, charge
or encumbrance of any kind.
(x) The Depositor has acquired its ownership in the Underlying
Certificates in good faith without notice
of any adverse claim.
(xi) The Depositor has not assigned any interest in the
Underlying
Certificates or any distributions thereon,
except as contemplated herein.
The
representations and warranties set forth in this Section 2.06(b)
shall
survive the transfer and assignment of the
Underlying Certificates. Upon
discovery by the Depositor or the Trustee
of a breach of any of the foregoing
representations and warranties which
materially and adversely affects the
interests of the Certificateholders in the
affected Underlying Certificates, the
Depositor or the Trustee shall give prompt
written notice to the other and to
the Certificateholders. Within 90 days of
its discovery or its receipt of notice
of breach, the Depositor shall cure such
breach in all material respects or, if
such breach cannot be cured, the Depositor
shall repurchase from the Trustee the
Underlying Certificates as to which such
breach exists if the Depositor is so
directed by the Holders of the Re-REMIC
Certificates evidencing Fractional
Undivided Interests aggregating not less
than 51% of the principal of the
Re-REMIC Fund. Any such repurchase of an
Underlying Certificate by the Depositor
shall be accomplished prior to the related
Underlying Certificates Payment Date
in any calendar month at a price equal to
the fair market value thereof
determined by the Trustee (at the expense
of the Depositor) on the basis of the
highest bid received from a dealer active
in the market for comparable
securities (which may be an affiliate of
the Depositor) which stands ready to
purchase such Underlying Certificates at
its bid price therefor following
solicitation by the Trustee of such bids
from at least three such dealers. The
payment of the purchase price in connection
with a repurchased Underlying
Certificate shall be considered a
prepayment in full of such Underlying
Certificate and shall be delivered to the
Trustee for deposit in the Re-REMIC
Certificate Account in accordance with the
provisions of Section 4.06 hereof.
Upon deposit of such sums into the Re-REMIC
Certificate Account, or substitution
for an Underlying Certificate as described
below, such Underlying Certificate
shall be released to the Depositor, and the
Trustee shall execute and
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<PAGE>
deliver such instruments of transfer or
assignment, in each case without
recourse, representation or warranty as
shall be reasonably requested and
provided by the Depositor to vest in the
Depositor, or its designee or assignee,
title to the Underlying Certificate
repurchased pursuant hereto.
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ARTICLE III
Administration of the Trust Fund and Servicing of Mortgage
Loans
Section
3.01 Master Servicer and Securities Administrator.
The Master
Servicer shall supervise, monitor and oversee the obligation of
the Servicers to service and administer
their respective Mortgage Loans in
accordance with the terms of the applicable
Servicing Agreements and shall have
full power and authority to do any and all
things which it may deem necessary or
desirable in connection with such master
servicing and administration. In
performing its obligations hereunder, the
Master Servicer shall act in a manner
consistent with Accepted Master Servicing
Practices. Furthermore, the Master
Servicer shall oversee and consult with
each Servicer as necessary from
time-to-time to carry out the Master
Servicer's obligations hereunder, shall
receive, review and evaluate all reports,
information and other data provided to
the Master Servicer by each Servicer and
shall cause each Servicer to perform
and observe the covenants, obligations and
conditions to be performed or
observed by such Servicer under its
applicable Servicing Agreement. The Master
Servicer shall independently and separately
monitor each Servicer's servicing
activities with respect to each related
Mortgage Loan, reconcile the results of
such monitoring with such information
provided in the previous sentence on a
monthly basis and coordinate corrective
adjustments to the Servicers' and Master
Servicer's records, and based on such
reconciled and corrected information, the
Master Servicer shall provide such
information to the Securities Administrator
as shall be necessary in order for it to
prepare the statements specified in
Section 6.05(a), and prepare any other
information and statements required to be
forwarded by the Master Servicer hereunder.
The Master Servicer shall reconcile
the results of its Mortgage Loan monitoring
with the actual remittances of the
Servicers pursuant to the applicable
Servicing Agreements.
The
Trustee shall furnish the Servicers and the Master Servicer with
any
powers of attorney and other documents in
form as provided to it necessary or
appropriate to enable the Servicers and the
Master Servicer to service and
administer the related Mortgage Loans and
REO Property. The Trustee shall be
indemnified by the Master Servicer for any
costs, liabilities or expenses
incurred by it in connection with such
powers of attorney.
The
Trustee shall provide access to the records and documentation
in
possession of the Trustee regarding the
related Mortgage Loans and REO Property
and the servicing thereof to the related
Certificateholders, Radian, the FDIC,
and the supervisory agents and examiners of
the FDIC, such access being afforded
only upon reasonable prior written request
and during normal business hours at
the office of the Trustee; provided,
however, that, unless otherwise required by
law, the Trustee shall not be required to
provide access to such records and
documentation if the provision thereof
would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow
representatives of the above entities
to photocopy any of the records and
documentation and shall provide equipment
for that purpose at a charge that covers
the Trustee's actual costs.
The
Trustee shall execute and deliver to the related Servicer and
the
Master Servicer any court pleadings,
requests for trustee's sale or other
documents necessary or desirable to (i) the
foreclosure or trustee's sale with
respect to a Mortgaged Property; (ii) any
legal action brought to obtain
judgment against any Mortgagor on the
Mortgage Note or Security Instrument;
(iii) obtain
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a deficiency judgment against the
Mortgagor; or (iv) enforce any other rights or
remedies provided by the Mortgage Note or
Security Instrument or otherwise
available at law or equity.
To the
extent timely received by the Trustee, the Trustee agrees to
furnish to the Securities Administrator, no
later than three Business Days prior
to each Distribution Date, the Underlying
Certificates Payment Date Statement
and the Aggregate Collateral Report for the
related Underlying Distribution
Date. In connection with its receipt of any
payment on the Underlying
Certificates on any Underlying Certificates
Payment Date, the Trustee shall
review the related Underlying Certificates
Payment Date Statements and shall
confirm that the principal and interest
payments received on such Underlying
Certificates Payment Date are equal to the
amounts shown on the related
Underlying Certificates Payment Date
Statements. If (i) the amount of any
payment on the Underlying Certificates
varies from the amount reported to the
Trustee on the applicable Underlying
Certificates Payment Date Statement for
such payment, (ii) the Trustee shall not
have received a payment on the
Underlying Certificates by the close of
business on the date on which such
payment was to be received by the Trustee
or (iii) the Trustee shall gain actual
knowledge of any other default or event of
default under and as defined in the
related Underlying Document, the Trustee
shall promptly notify the Depositor and
the related Certificateholders (and, in the
case of clauses (i) and (ii), the
Securities Administrator) as to which
situation in clauses (i), (ii) or (iii)
exists, and shall proceed in accordance
with the provisions of Section 11.14.
Section
3.02 REMIC-Related Covenants.
For as
long as each REMIC shall exist, the Trustee and the Securities
Administrator shall act in accordance
herewith to assure continuing treatment of
such REMIC as a REMIC, and the Trustee and
the Securities Administrator shall
comply with any directions of the
Depositor, the related Servicer or the Master
Servicer to assure such continuing
treatment. In particular, the Trustee shall
not (a) sell or permit the sale of all or
any portion of the Mortgage Loans, the
Underlying Mortgage Loans or the Underlying
Certificates or of any investment of
deposits in an Account unless such sale is
as a result of a repurchase of the
Mortgage Loans pursuant to this Agreement
or the Trustee and Radian has received
a REMIC Opinion addressed to the Trustee
and Radian prepared at the expense of
the related Trust Fund; and (b) other than
with respect to a substitution
pursuant to the Mortgage Loan Purchase
Agreement or Section 2.04 of this
Agreement, as applicable, accept any
contribution to any REMIC after the Startup
Day without receipt of a REMIC Opinion
addressed to the Trustee and Radian.
Section
3.03 Monitoring of Servicers.
(a) The
Master Servicer shall be responsible for reporting to the
Trustee
and the Depositor the compliance by each
Servicer with its duties under the
related Servicing Agreement. In the review
of each Servicer's activities, the
Master Servicer may rely upon an officer's
certificate of the Servicer (or
similar document signed by an officer of
the Servicer) with regard to such
Servicer's compliance with the terms of its
Servicing Agreement. In the event
that the Master Servicer, in its judgment,
determines that a Servicer should be
terminated in accordance with its Servicing
Agreement, or that a notice should
be sent pursuant to such Servicing
Agreement with respect to the occurrence of
an event that, unless cured, would
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constitute grounds for such termination,
the Master Servicer shall notify the
Depositor, Radian and the Trustee thereof
in writing. Pursuant to its receipt of
such notification from the Master Servicer,
the Trustee shall issue such notice
of termination to the Servicer or take such
other action as it deems
appropriate.
(b) The
Master Servicer, for the benefit of the Trustee, the Holders of
the Mortgage Pass-Through Certificates and
Radian, shall enforce the obligations
of each Servicer under the related
Servicing Agreement, and shall, in the event
that a Servicer fails to perform its
obligations in accordance with the related
Servicing Agreement, subject to the
preceding paragraph, terminate the rights
and obligations of such Servicer thereunder
and act as servicer of the related
Mortgage Loans or to cause the Trustee to
enter into a new Servicing Agreement
with a successor Servicer selected by the
Master Servicer; provided, however, it
is understood and acknowledged by the
parties hereto that there will be a period
of transition (not to exceed 90 days)
before the actual servicing functions can
be fully transferred to such successor
Servicer. Such enforcement, including,
without limitation, the legal prosecution
of claims, termination of Servicing
Agreements and the pursuit of other
appropriate remedies, shall be in such form
and carried out to such an extent and at
such time as the Master Servicer, in
its good faith business judgment, would
require were it the owner of the related
Mortgage Loans. The Master Servicer shall
pay the costs of such enforcement at
its own expense, provided that the Master
Servicer shall not be required to
prosecute or defend any legal action except
to the extent that the Master
Servicer shall have received reasonable
indemnity for its costs and expenses in
pursuing such action or as otherwise
provided in subsection (c) below.
(c) To the
extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer,
appointment of a successor Servicer or
the transfer and assumption of servicing by
the Master Servicer with respect to
any Servicing Agreement (including, without
limitation, (i) all legal costs and
expenses and all due diligence costs and
expenses associated with an evaluation
of the potential termination of the
Servicer as a result of an event of default
by such Servicer and (ii) all costs and
expenses associated with the complete
transfer of servicing, including all
servicing files and all servicing data and
the completion, correction or manipulation
of such servicing data as may be
required by the successor servicer to
correct any errors or insufficiencies in
the servicing data or otherwise to enable
the successor servicer to service the
Mortgage Loans in accordance with the
related Servicing Agreement) are not fully
and timely reimbursed by the terminated
Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and
expenses from the Master Servicer
Collection Account..
(d) The
Master Servicer shall require each Servicer to comply with the
remittance requirements and other
obligations set forth in the related Servicing
Agreement.
(e) If the
Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of
the Servicer, if any, that it
replaces.
Section
3.04 Fidelity Bond.
The Master
Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions
insurance policy, affording coverage
with respect to all directors, officers,
employees and other Persons acting on
such Master Servicer's behalf, and covering
errors and
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omissions in the performance of the Master
Servicer's obligations hereunder. The
errors and omissions insurance policy and
the fidelity bond shall be in such
form and amount generally acceptable for
entities serving as master servicers or
trustees.
Section
3.05 Power to Act; Procedures.
The Master Servicer
shall master service the Mortgage Loans and shall have
full power and authority, subject to the
REMIC Provisions and the provisions of
Article X hereof, to do any and all things
that it may deem necessary or
desirable in connection with the master
servicing and administration of the
Mortgage Loans, including but not limited
to the power and authority (i) to
execute and deliver, on behalf of the
Holders of the Mortgage Pass-Through
Certificates and the Trustee, customary
consents or waivers and other
instruments and documents, (ii) to consent
to transfers of any Mortgaged
Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to
collect any Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries,
and (iv) to effectuate foreclosure or other
conversion of the ownership of the
Mortgaged Property securing any Mortgage
Loan, in each case, in accordance with
the provisions of this Agreement and the
related Servicing Agreement, as
applicable; provided, however, that the
Master Servicer shall not (and,
consistent with its responsibilities under
Section 3.03, shall not permit any
Servicer to) knowingly or intentionally
take any action, or fail to take (or
fail to cause to be taken) any action
reasonably within its control and the
scope of duties more specifically set forth
herein, that, under the REMIC
Provisions, if taken or not taken, as the
case may be, would cause any related
REMIC to fail to qualify as a REMIC or
result in the imposition of a tax upon
the Trust Funds (including but not limited
to the tax on prohibited transactions
as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the
Code) unless the Master Servicer and
Radian have received an Opinion of Counsel
(but not at the expense of the Master
Servicer) to the effect that the
contemplated action would not cause any REMIC
to fail to qualify as a REMIC or result in
the imposition of a tax upon any
REMIC. The Trustee shall furnish the Master
Servicer, upon written request from
a Servicing Officer, with any powers of
attorney empowering the Master Servicer
or any Servicer to execute and deliver
instruments of satisfaction or
cancellation, or of partial or full release
or discharge, and to foreclose upon
or otherwise liquidate Mortgaged Property,
and to appeal, prosecute or defend in
any court action relating to the Mortgage
Loans or the Mortgaged Property, in
accordance with the related Servicing
Agreement and this Agreement, and the
Trustee shall execute and deliver such
other documents, as the Master Servicer
may request, to enable the Master Servicer
to master service and administer the
Mortgage Loans and carry out its duties
hereunder, in each case in accordance
with Accepted Master Servicing Practices
(and the Trustee shall have no
liability for misuse of any such powers of
attorney by the Master Servicer or
any Servicer). If the Master Servicer or
the Trustee has been advised that it is
likely that the laws of the state in which
action is to be taken prohibit such
action if taken in the name of the Trustee
or that the Trustee would be
adversely affected under the "doing
business" or tax laws of such state if such
action is taken in its name, the Master
Servicer shall join with the Trustee in
the appointment of a co-trustee pursuant to
Section 9.11 hereof. In the
performance of its duties hereunder, the
Master Servicer shall be an independent
contractor and shall not, except in those
instances where it is taking action in
the name of the Trustee, be deemed to be
the agent of the Trustee.
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Section
3.06 Due-on-Sale Clauses; Assumption Agreements.
To the
extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable
due-on-sale clauses, the Master
Servicer shall cause the Servicers to
enforce such clauses in accordance with
the applicable Servicing Agreement. If
applicable law prohibits the enforcement
of a due-on-sale clause or such clause is
otherwise not enforced in accordance
with the applicable Servicing Agreement,
and, as a consequence, a Mortgage Loan
is assumed, the original Mortgagor may be
released from liability in accordance
with the Servicing Agreement.
Section
3.07 Release of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or
the receipt by any Servicer of a
notification that payment in full has been
escrowed in a manner customary for such
purposes for payment to related
Certificateholders on the next Distribution
Date, the Servicer will, if required
under the applicable Servicing Agreement
(or if the applicable Servicer does
not, the Master Servicer may), promptly
furnish to the Custodian, on behalf of
the Trustee, two copies of a certification
substantially in the form of Exhibit
D hereto signed by a Servicing Officer or
in a mutually agreeable electronic
format which will, in lieu of a signature
on its face, originate from a
Servicing Officer (which certification
shall include a statement to the effect
that all amounts received in connection
with such payment that are required to
be deposited in the Protected Account
maintained by the applicable Servicer
pursuant to Section 4.01 or by the
applicable Servicer pursuant to the
applicable Servicing Agreement have been or
will be so deposited) and shall
request that the Custodian, on behalf of
the Trustee, deliver to the Servicer
the related Mortgage File. Upon receipt of
such certification and request, the
Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage
File to the Servicer and the Trustee and
Custodian shall have no further
responsibility with regard to such Mortgage
File. Upon any such payment in full,
each Servicer is authorized, to give, as
agent for the Trustee, as the mortgagee
under the Mortgage that secured the
Mortgage Loan, an instrument of satisfaction
(or assignment of mortgage without
recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument
of satisfaction or assignment, as the
case may be, shall be delivered to the
Person or Persons entitled thereto
against receipt therefor of such payment,
it being understood and agreed that no
expenses incurred in connection with such
instrument of satisfaction or
assignment, as the case may be, shall be
chargeable to the Protected Account.
(b) From
time to time and as appropriate for the servicing or
foreclosure
of any Mortgage Loan and in accordance with
the applicable Servicing Agreement,
the Trustee shall execute such documents as
shall be prepared and furnished to
the Trustee by a Servicer or the Master
Servicer (in form reasonably acceptable
to the Trustee) and as are necessary to the
prosecution of any such proceedings.
The Custodian, on behalf of the Trustee,
shall, upon the request of a Servicer
or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee,
of two copies of a request for release
signed by a Servicing Officer
substantially in the form of Exhibit D (or
in a mutually agreeable electronic
format which will, in lieu of a signature
on its face, originate from a
Servicing Officer), release the related
Mortgage File held in its possession or
control to the Servicer or the Master
Servicer. Such trust receipt shall
obligate the Servicer or the Master
Servicer to return the Mortgage File to the
Custodian on behalf of the
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Trustee, when the need therefor by the
Servicer or the Master Servicer no longer
exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt
of a certificate of a Servicing Officer
similar to that hereinabove specified,
the Mortgage File shall be released by the
Custodian, on behalf of the Trustee,
to the Servicer or the Master Servicer.
Section
3.08 Documents, Records and Funds in Possession of Master
Servicer
to Be Held for Trustee.
(a) The
Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing
Agreement) shall transmit to the Trustee or
Custodian such documents and instruments
coming into the possession of the
Master Servicer or such Servicer from time
to time as are required by the terms
hereof, or in the case of the Servicers,
the applicable Servicing Agreement, to
be delivered to the Trustee or Custodian.
Any funds received by the Master
Servicer or by a Servicer in respect of any
Mortgage Loan or which otherwise are
collected by the Master Servicer or by a
Servicer as Liquidation Proceeds,
Insurance Proceeds or Subsequent Recoveries
in respect of any Mortgage Loan
shall be held for the benefit of the
Trustee and the related Certificateholders
subject to the Master Servicer's right to
retain or withdraw from the Master
Servicer Collection Account the Master
Servicing Compensation and other amounts
provided in this Agreement, and to the
right of each Servicer to retain its
Servicing Fee and other amounts as provided
in the applicable Servicing
Agreement. The Master Servicer shall, and
(to the extent provided in the
applicable Servicing Agreement) shall cause
each Servicer to, provide access to
information and documentation regarding the
Mortgage Loans to the Trustee, its
agents and accountants at any time upon
reasonable request and during normal
business hours, Radian and to related
Certificateholders that are savings and
loan associations, banks or insurance
companies, the Office of Thrift
Supervision, the FDIC and the supervisory
agents and examiners of such Office
and Corporation or examiners of any other
federal or state banking or insurance
regulatory authority if so required by
applicable regulations of the Office of
Thrift Supervision or other regulatory
authority, such access to be afforded
without charge but only upon reasonable
request in writing and during normal
business hours at the offices of the Master
Servicer designated by it. In
fulfilling such a request the Master
Servicer shall not be responsible for
determining the sufficiency of such
information.
(b) All
Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect
of any Mortgage Loans, whether from
the collection of principal and interest
payments or from Liquidation Proceeds,
Insurance Proceeds or Subsequent
Recoveries, shall be held by the Master
Servicer for and on behalf of the Trustee,
Radian and the related
Certificateholders and shall be and remain
the sole and exclusive property of
the Trustee; provided, however, that the
Master Servicer and each Servicer shall
be entitled to setoff against, and deduct
from, any such funds any amounts that
are properly due and payable to the Master
Servicer or such Servicer under this
Agreement or the applicable Servicing
Agreement.
Section
3.09 Standard Hazard Insurance and Flood Insurance Policies.
(a) For
each Mortgage Loan, the Master Servicer shall enforce any
obligation of the Servicers under the
related Servicing Agreements to maintain
or cause to be maintained standard fire and
casualty insurance and, where
applicable, flood insurance, all in
accordance with the
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provisions of the related Servicing
Agreements. It is understood and agreed that
such insurance shall be with insurers
meeting the eligibility requirements set
forth in the applicable Servicing Agreement
and that no earthquake or other
additional insurance is to be required of
any Mortgagor or to be maintained on
property acquired in respect of a defaulted
loan, other than pursuant to such
applicable laws and regulations as shall at
any time be in force and as shall
require such additional insurance.
(b)
Pursuant to Section 4.01 and 4.02, any amounts collected by the
Servicers or the Master Servicer, or by any
Servicer, under any insurance
policies (other than amounts to be applied
to the restoration or repair of the
property subject to the related Mortgage or
released to the Mortgagor in
accordance with the applicable Servicing
Agreement) shall be deposited into the
Master Servicer Collection Account, subject
to withdrawal pursuant to Section
4.02 and 4.03. Any cost incurred by the
Master Servicer or any Servicer in
maintaining any such insurance if the
Mortgagor defaults in its obligation to do
so shall be added to the amount owing under
the Mortgage Loan where the terms of
the Mortgage Loan so permit; provided,
however, that the addition of any such
cost shall not be taken into account for
purposes of calculating the
distributions to be made to
Certificateholders and shall be recoverable by the
Master Servicer or such Servicer pursuant
to Section 4.02 and 4.03.
Section
3.10 Presentment of Claims and Collection of Proceeds.
The Master
Servicer shall (to the extent provided in the applicable
Servicing Agreement) cause the related
Servicer to prepare and present on behalf
of the Trustee, Radian and the
Certificateholders all claims under the Insurance
Policies and take such actions (including
the negotiation, settlement,
compromise or enforcement of the insured's
claim) as shall be necessary to
realize recovery under such policies. Any
proceeds disbursed to the Master
Servicer (or disbursed to a Servicer and
remitted to the Master Servicer) in
respect of such policies, bonds or
contracts shall be promptly deposited in the
Master Servicer Collection Account upon
receipt, except that any amounts
realized that are to be applied to the
repair or restoration of the related
Mortgaged Property as a condition precedent
to the presentation of claims on the
related Mortgage Loan to the insurer under
any applicable Insurance Policy need
not be so deposited (or remitted).
Section
3.11 Maintenance of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the
applicable Servicing Agreement) to
take, any action that would result in
noncoverage under any applicable Primary
Mortgage Insurance Policy of any loss
which, but for the actions of the Master
Servicer or such Servicer, would have been
covered thereunder. The Master
Servicer shall use its best reasonable
efforts to cause each Servicer (to the
extent required under the related Servicing
Agreement) to keep in force and
effect (to the extent that the Mortgage
Loan requires the Mortgagor to maintain
such insurance), primary mortgage insurance
applicable to each Mortgage Loan in
accordance with the provisions of this
Agreement and the related Servicing
Agreement, as applicable. The Master
Servicer shall not, and shall not permit
any Servicer (to the extent required under
the related Servicing Agreement) to,
cancel or refuse to renew any such Primary
Mortgage Insurance Policy that is in
effect at the
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date of the initial issuance of the
Mortgage Note and is required to be kept in
force hereunder except in accordance with
the provisions of this Agreement and
the related Servicing Agreement, as
applicable.
(b) The
Master Servicer agrees to present, or to cause each Servicer
(to
the extent required under the related
Servicing Agreement) to present, on behalf
of the Trustee, Radian and the
Certificateholders, claims to the insurer under
any Primary Mortgage Insurance Policies
and, in this regard, to take such
reasonable action as shall be necessary to
permit recovery under any Primary
Mortgage Insurance Policies respecting
defaulted Mortgage Loans. Pursuant to
Section 4.01 and 4.02, any amounts
collected by the Master Servicer or any
Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the
Master Servicer Collection Account, subject
to withdrawal pursuant to Sections
4.02 and 4.03.
Section
3.12 Trustee to Retain Possession of Certain Insurance Policies
and Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall
retain
possession and custody of the originals (to
the extent available) of any Primary
Mortgage Insurance Policies, or certificate
of insurance if applicable, and any
certificates of renewal as to the foregoing
as may be issued from time to time
as contemplated by this Agreement. Until
all amounts distributable in respect of
the Certificates have been distributed in
full and the Master Servicer otherwise
has fulfilled its obligations under this
Agreement, the Trustee (or its
Custodian, if any, as directed by the
Trustee) shall also retain possession and
custody of each Mortgage File in accordance
with and subject to the terms and
conditions of this Agreement. The Master
Servicer shall promptly deliver or
cause to be delivered to the Trustee (or
the Custodian, as directed by the
Trustee), upon the execution or receipt
thereof the originals of any Primary
Mortgage Insurance Policies, any
certificates of renewal, and such other
documents or instruments that constitute
portions of the Mortgage File that come
into the possession of the Master Servicer
from time to time.
Section
3.13 Realization Upon Defaulted Mortgage Loans.
The Master
Servicer shall cause each Servicer (to the extent required
under the related Servicing Agreement) to
foreclose upon, repossess or otherwise
comparably convert the ownership of
Mortgaged Properties securing such of the
Mortgage Loans as come into and continue in
default and as to which no
satisfactory arrangements can be made for
collection of delinquent payments, all
in accordance with the applicable Servicing
Agreement.
Section
3.14 Compensation for the Master Servicer.
The Master
Servicer will be entitled to (i) the Master Servicing Fee;
provided, that the aggregate Master
Servicing Fee with respect to any
Distribution Date shall be reduced by an
amount equal to the Compensating
Interest payable by the Master Servicer for
such Distribution Date pursuant to
Section 6.07 hereof, plus (ii) all income
and gain realized from any investment
of funds in the Distribution Account and
the Master Servicer Collection Account,
pursuant to Article IV, for the performance
of its activities hereunder.
Servicing compensation in the form of
assumption fees, if any, late payment
charges, as collected, if any, or otherwise
(but not including any prepayment
premium or penalty) shall be retained by
the applicable Servicer and
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shall not be deposited in the Protected
Account. The Master Servicer shall be
required to pay all expenses incurred by it
in connection with its activities
hereunder and shall not be entitled to
reimbursement therefor except as provided
in this Agreement.
Section
3.15 REO Property.
(a) In the
event the Mortgage Fund acquires ownership of any REO Property
in respect of any related Mortgage Loan,
the deed or certificate of sale shall
be issued to the Trustee, or to its
nominee, on behalf of the related
Certificateholders and Radian. The Master
Servicer shall, to the extent provided
in the applicable Servicing Agreement,
cause the applicable Servicer to sell any
REO Property as expeditiously as possible
and in accordance with the provisions
of this Agreement and the related Servicing
Agreement, as applicable. Pursuant
to its efforts to sell such REO Property,
the Master Servicer shall cause the
applicable Servicer to protect and
conserve, such REO Property in the manner and
to the extent required by the applicable
Servicing Agreement, in accordance with
the REMIC Provisions and in a manner that
does not result in a tax on "net
income from foreclosure property" or cause
such REO Property to fail to qualify
as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code.
(b) The
Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable
Servicer to deposit all funds
collected and received in connection with
the operation of any REO Property in
the Protected Account.
(c) The
Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be
entitled to reimbursement for any
related unreimbursed Monthly Advances and
other unreimbursed advances as well as
any unpaid Servicing Fees from Liquidation
Proceeds received in connection with
the final disposition of such REO Property;
provided, that any such unreimbursed
Monthly Advances as well as any unpaid
Servicing Fees may be reimbursed or paid,
as the case may be, prior to final
disposition, out of any net rental income or
other net amounts derived from such REO
Property.
(d) To the
extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final
disposition of the REO Property, net of any
payment to the Master Servicer and the
applicable Servicer as provided above
shall be deposited in the Protected Account
on or prior to the Determination
Date in the month following receipt thereof
and be remitted by wire transfer in
immediately available funds to the Master
Servicer for deposit into the related
Master Servicer Collection Account on the
next succeeding Servicer Remittance
Date.
Section
3.16 Annual Officer's Certificate as to Compliance.
(a) The
Master Servicer shall deliver to the Trustee, Radian and the
Rating Agencies on or before March 1 of
each year, commencing on March 1, 2006,
an Officer's Certificate, certifying that
with respect to the period ending
December 31 of the prior year: (i) such
Servicing Officer has reviewed the
activities of such Master Servicer during
the preceding calendar year or portion
thereof and its performance under this
Agreement, (ii) to the best of such
Servicing Officer's knowledge, based on
such review, such Master Servicer has
performed and fulfilled its
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duties, responsibilities and obligations
under this Agreement in all material
respects throughout such year, or, if there
has been a default in the
fulfillment of any such duties,
responsibilities or obligations, specifying each
such default known to such Servicing
Officer and the nature and status thereof,
(iii) nothing has come to the attention of
such Servicing Officer to lead such
Servicing Officer to believe that any
Servicer has failed to perform any of its
duties, responsibilities and obligations
under its Servicing Agreement in all
material respects throughout such year, or,
if there has been a material default
in the performance or fulfillment of any
such duties, responsibilities or
obligations, specifying each such default
known to such Servicing Officer and
the nature and status thereof.
(b) Copies
of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by
the Trustee at the Master Servicer's
expense if the Master Servicer failed to
provide such copies (unless (i) the
Master Servicer shall have failed to
provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the
Master Servicer's failure to provide
such statement).
Section
3.17 Annual Independent Accountant's Servicing Report.
If the
Master Servicer has, during the course of any fiscal year,
directly
serviced any of the Mortgage Loans, then
the Master Servicer at its expense
shall cause a nationally recognized firm of
independent certified public
accountants to furnish a statement to the
Trustee, Radian, the Rating Agencies
and the Depositor on or before March 1 of
each year, commencing on March 1, 2006
to the effect that, with respect to the
most recently ended fiscal year, such
firm has examined certain records and
documents relating to the Master
Servicer's performance of its servicing
obligations under this Agreement and
pooling and servicing and trust agreements
in material respects similar to this
Agreement and to each other and that, on
the basis of such examination conducted
substantially in compliance with the audit
program for mortgages serviced for
Freddie Mac or the Uniform Single
Attestation Program for Mortgage Bankers, such
firm is of the opinion that the Master
Servicer's activities have been conducted
in compliance with this Agreement, or that
such examination has disclosed no
material items of noncompliance except for
(i) such exceptions as such firm
believes to be immaterial, (ii) such other
exceptions as are set forth in such
statement and (iii) such exceptions that
the Uniform Single Attestation Program
for Mortgage Bankers or the Audit Program
for Mortgages Serviced by Freddie Mac
requires it to report. Copies of such
statements shall be provided to any
Certificateholder upon request by the
Master Servicer, or by the Trustee at the
expense of the Master Servicer if the
Master Servicer shall fail to provide such
copies but only if the Master Servicer has
provided the Trustee with such
statement. If such report discloses
exceptions that are material, the Master
Servicer shall advise the Trustee whether
such exceptions have been or are
susceptible of cure, and will take prompt
action to do so.
Section
3.18 Reports Filed with Securities and Exchange Commission.
Within 15
days after each Distribution Date, the Securities Administrator
shall, in accordance with industry
standards, file with the Commission via the
Electronic Data Gathering and Retrieval
System ("EDGAR"), a Form 8 K (or other
comparable form containing the comparable
information or other information
mutually agreed upon) with a copy of
Mortgage
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Pass-Through Certificate Distribution
Report for such Distribution Date as an
exhibit thereto. Prior to January 30 in any
year, the Securities Administrator
shall, in accordance with industry
standards and only if instructed by the
Depositor, file a Form 15 Suspension Notice
with respect to the Mortgage Fund,
if applicable. Prior to (i) March 15, 2006
and (ii) unless and until a Form 15
Suspension Notice shall have been filed,
prior to March 15 of each year
thereafter, the Master Servicer shall
provide the Securities Administrator with
a Master Servicer Certification, together
with a copy of the annual independent
accountant's servicing report of each
Servicer (or, in the case of U.S. Central,
its sub-servicers) and annual statement of
compliance of each Servicer (and, in
the case of U.S. Central, its
sub-servicers), in each case, required to be
delivered pursuant to the related Servicing
Agreement, and, if applicable, the
annual independent accountant's servicing
report and annual statement of
compliance to be delivered by the Master
Servicer pursuant to Sections 3.16 and
3.17. Prior to (i) March 31, 2006, or such
earlier filing date as may be
required by the Commission, and (ii) unless
and until a Form 15 Suspension
Notice shall have been filed, March 31 of
each year thereafter, or such earlier
filing date as may be required by the
Commission, the Securities Administrator
shall file a Form 10-K, in substance
conforming to industry standards, with
respect to the Mortgage Fund. Such Form
10-K shall include the Master Servicer
Certification and other documentation
provided by the Master Servicer pursuant
to the second preceding sentence. The
Depositor hereby grants to the Securities
Administrator a limited power of attorney
to execute and file each such document
on behalf of the Depositor. Such power of
attorney shall continue until either
the earlier of (i) receipt by the
Securities Administrator from the Depositor of
written termination of such power of
attorney and (ii) the termination of the
Mortgage Fund. The Depositor agrees to
promptly furnish to the Securities
Administrator, from time to time upon
request, such further information, reports
and financial statements within its control
related to this Agreement and the
Mortgage Loans as the Securities
Administrator reasonably deems appropriate to
prepare and file all necessary reports with
the Commission. The Securities
Administrator shall have no responsibility
to file any items other than those
specified in this Section 3.18; provided,
however, the Securities Administrator
will cooperate with the Depositor in
connection with any additional filings with
respect to the Mortgage Fund as the
Depositor deems necessary under the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Fees and
expenses incurred by the Securities
Administrator in connection with this
Section 3.18 shall not be reimbursable from
the Trust Fund. Notwithstanding any
provision of the Agreement to the contrary,
the duties and responsibilities of
the Securities Administrator and the Master
Servicer under this Section 3.18
with respect to the preparation, execution
and filing of annual and periodic
reports to the Commission and the Master
Servicer Certification shall be deemed
to apply only to the portion of the Trust
consisting of the Mortgage Fund and
the Mortgage Pass-Through Certificates, and
the "issuer" or "issuing entity" for
purposes of all such reports shall be
deemed to be the Mortgage Fund. In no
event shall the Securities Administrator,
the Master Servicer or the Trustee
have any duty or responsibility to provide
any information to the Commission
with respect to the Re-REMIC Fund, the
Re-REMIC Certificates, the Underlying
Certificates, the Underlying Mortgage Loans
or the servicing of the Underlying
Mortgage Loans, nor shall the Securities
Administrator, the Master Servicer or
the Trustee have any obligation for, or
incur any liability to any Person,
including the Seller, the Depositor or any
Certificateholder, in respect of, any
failure to provide any information or
report to the Commission with respect to
the Re-REMIC Fund; provided, however, for
purposes of clarity, the Depositor and
the Seller agree that no such report or
filing is required with respect to the
issuance of the Re-REMIC Certificates.
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Each of
the Securities Administrator and the Master Servicer and their
respective officers, directors, agents and
employee shall be indemnified and
held harmless by Bear, Stearns & Co.
Inc. of any loss, liability, cost, expense,
disbursement or advance (including, without
limitation, any legal fees and
expenses) arising out of or resulting from
the omission in any report or any
Master Servicer Certification filed with
the Commission of any information
relating to the Re-REMIC Fund, including,
without limitation, any information
relating to distributions on the Re-REMIC
Certificates or the Underlying
Certificates, the Underlying Mortgage Loans
or the servicing thereof; provided,
however, for purposes of clarity, the
Depositor and the Seller agree that no
such report or filing is required with
respect to the issuance of the Re-REMIC
Certificates.
Section
3.19 [Reserved].
Section
3.20 UCC.
The
Depositor shall inform the Trustee in writing of any Uniform
Commercial Code financing statements that
were filed on the Closing Date in
connection with the Trust with stamped
recorded copies of such financing
statements to be delivered to the Trustee
promptly upon receipt by the
Depositor. If directed by the Depositor in
writing, the Trustee will file any
continuation statements solely at the
expense of the Depositor. The Depositor
shall file any financing statements or
amendments thereto required by any change
in the Uniform Commercial Code.
Section
3.21 Optional Purchase of Defaulted Mortgage Loans.
(a) With
respect to any Mortgage Loan which as of the first day of a
Fiscal Quarter is delinquent in payment by
90 days or more or is an REO
Property, the Company shall have the right
to purchase such Mortgage Loan from
the Trust at a price equal to the
Repurchase Price; provided however (i) that
such Mortgage Loan is still 90 days or more
delinquent or is an REO Property as
of the date of such purchase and (ii) this
purchase option, if not theretofore
exercised, shall terminate on the date
prior to the last day of the related
Fiscal Quarter. This purchase option, if
not exercised, shall not be thereafter
reinstated unless the delinquency is cured
and the Mortgage Loan thereafter
again becomes 90 days or more delinquent or
becomes an REO Property, in which
case the option shall again become
exercisable as of the first day of the
related Fiscal Quarter.
(b) If at
any time the Company remits to the Master Servicer a payment
for
deposit in the Master Servicer Collection
Account covering the amount of the
Repurchase Price for such a Mortgage Loan,
and the Company provides to the
Trustee a certification signed by a
Servicing Officer stating that the amount of
such payment has been deposited in the
Master Servicer Collection Account, then
the Trustee shall execute the assignment of
such Mortgage Loan to the Company at
the request of the Company without
recourse, representation or warranty and the
Company shall succeed to all of the
Trustee's right, title and interest in and
to such Mortgage Loan, and all security and
documents relative thereto. Such
assignment shall be an assignment outright
and not for security. The Company
will thereupon own such Mortgage, and all
such security and documents, free of
any further obligation to the Trustee or
the Certificateholders with respect
thereto.
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ARTICLE IV
Accounts
Section
4.01 Protected Account.
(a) The
Master Servicer shall enforce the obligation of each Servicer
to
establish and maintain a Protected Account
in accordance with the applicable
Servicing Agreement, with records to be
kept with respect thereto on a Mortgage
Loan by Mortgage Loan basis, into which
accounts shall be deposited within 48
hours (or as of such other time specified
in the related Servicing Agreement) of
receipt, all collections of principal and
interest on any Mortgage Loan and any
REO Property received by a Servicer,
including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent
Recoveries and advances made from the
Servicer's own funds (less servicing
compensation as permitted by the applicable
Servicing Agreement in the case of any
Servicer) and all other amounts to be
deposited in the Protected Account. The
Servicer is hereby authorized to make
withdrawals from and deposits to the
related Protected Account for purposes
required or permitted by this Agreement. To
the extent provided in the related
Servicing Agreement, the Protected Account
shall be held by a Designated
Depository Institution and segregated on
the books of such institution in the
name of the Trustee for the benefit of
Holders of the Mortgage Pass-Through
Certificates and Radian.
(b) To the
extent provided in the related Servicing Agreement, amounts on
deposit in a Protected Account may be
invested in Permitted Investments in the
name of the Trustee for the benefit of
Holders of the Mortgage Pass-Through
Certificates and, except as provided in the
preceding paragraph, not commingled
with any other funds. Such Permitted
Investments shall mature, or shall be
subject to redemption or withdrawal, no
later than the date on which such funds
are required to be withdrawn for deposit in
the Master Servicer Collection
Account, and shall be held until required
for such deposit. The income earned
from Permitted Investments made pursuant to
this Section 4.01 shall be paid to
the related Servicer under the applicable
Servicing Agreement, and the risk of
loss of moneys required to be distributed
to the Holders of the Mortgage
Pass-Through Certificates resulting from
such investments shall be borne by and
be the risk of the related Servicer. The
related Servicer (to the extent
provided in the Servicing Agreement) shall
deposit the amount of any such loss
in the Protected Account within two
Business Days of receipt of notification of
such loss but not later than the second
Business Day prior to the Distribution
Date on which the moneys so invested are
required to be distributed to the
Holders of the Mortgage Pass-Through
Certificates.
(c) To the
extent provided in the related Servicing Agreement and subject
to this Article IV, on or before each
Servicer Remittance Date, the related
Servicer shall withdraw or shall cause to
be withdrawn from its Protected
Accounts and shall immediately deposit or
cause to be deposited in the Master
Servicer Collection Account amounts
representing the following collections and
payments (other than with respect to
principal of or interest on the Mortgage
Loans due on or before the Cut-off
Date):
(i) Scheduled Payments on the Mortgage Loans received or any
related
portion thereof advanced by such Servicer
pursuant to its Servicing Agreement
which were due on or before the related Due
Date, net of the amount thereof
comprising its Servicing Fee or any fees
with respect to any lender-paid primary
mortgage insurance policy;
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(ii) Full Principal Prepayments and any Liquidation Proceeds or
Subsequent Recoveries received by such
Servicer with respect to the Mortgage
Loans in the related Prepayment Period,
with interest to the date of prepayment
or liquidation, net of the amount thereof
comprising its Servicing Fee;
(iii) Partial Principal Prepayments received by such Servicer
for
the Mortgage Loans in the related
Prepayment Period; and
(iv) Any amount to be used as a Monthly Advance.
(d)
Withdrawals may be made from an Account only to make remittances
as
provided in Section 4.01(c), 4.02 and 4.03;
to reimburse the Master Servicer or
a Servicer for Monthly Advances which have
been recovered by subsequent
collections from the related Mortgagor; to
remove amounts deposited in error; to
remove fees, charges or other such amounts
deposited on a temporary basis; or to
clear and terminate the account at the
termination of the Mortgage Fund in
accordance with Section 10.01. As provided
in Sections 4.01(a) and 4.02(b)
certain amounts otherwise due to the
Servicers may be retained by them and need
not be deposited in the Master Servicer
Collection Account.
Section
4.02 Master Servicer Collection Account.
(a) The
Master Servicer shall establish and maintain in the name of the
Trustee, for the benefit of the Holders of
the Mortgage Pass-Through
Certificates and Radian, the Master
Servicer Collection Account as a segregated
trust account or accounts. The Master
Servicer Collection Account shall be an
Eligible Account. The Master Servicer will
deposit in the Master Servicer
Collection Account as identified by the
Master Servicer and as received by the
Master Servicer, the following amounts:
(i) Any amounts
withdrawn from a Protected Account;
(ii) Any Monthly Advance and any Compensating Interest
Payments;
(iii) Any Insurance Proceeds or Net Liquidation Proceeds or
Subsequent Recoveries received by or on
behalf of the Master Servicer or which
were not deposited in a Protected
Account;
(iv) The Repurchase Price with respect to any Mortgage Loans
purchased by the Seller pursuant to the
Mortgage Loan Purchase Agreement or
Sections 2.02 or 2.03 hereof, any amounts
which are to be treated pursuant to
Section 2.04 of this Agreement as the
payment of a Repurchase Price in
connection with the tender of a Substitute
Mortgage Loan by the Seller, the
Repurchase Price with respect to any
Mortgage Loans purchased by the Company
pursuant to Section 3.21, and all proceeds
of any Mortgage Loans or property
acquired with respect thereto repurchased
by the Depositor or its designee
pursuant to Section 10.01;
(v) Any amounts required to be deposited with respect to losses
on
investments of deposits in an Account;
and
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<PAGE>
(vi) Any other amounts received by or on behalf of the Master
Servicer and required to be deposited in
the Master Servicer Collection Account
pursuant to this Agreement.
(b) All
amounts deposited to the Master Servicer Collection Account
shall
be held by the Master Servicer in the name
of the Trustee in trust for the
benefit of the Certificateholders and
Radian in accordance with the terms and
provisions of this Agreement. The
requirements for crediting the Master Servicer
Collection Account or the Distribution
Account shall be exclusive, it being
understood and agreed that, without
limiting the generality of the foregoing,
payments in the nature of (i) prepayment or
late payment charges or assumption,
tax service, statement account or payoff,
substitution, satisfaction, release
and other like fees and charges and (ii)
the items enumerated in Subsections
4.05(a)(i), (ii), (iii), (iv), (vi), (vii),
(viii), (ix), (x), (xi) and (xii),
need not be credited by the Master Servicer
or the related Servicer to the
Distribution Account or the Master Servicer
Collection Account, as applicable.
In the event that the Master Servicer shall
deposit or cause to be deposited to
the Distribution Account any amount not
required to be credited thereto, the
Trustee, upon receipt of a written request
therefor signed by a Servicing
Officer of the Master Servicer, shall
promptly transfer such amount to the
Master Servicer, any provision herein to
the contrary notwithstanding.
(c) The
amount at any time credited to the Master Servicer Collection
Account may be invested, in the name of the
Trustee, or its nominee, for the
benefit of the Holders of the Mortgage
Pass-Through Certificates, in Permitted
Investments as directed by Master Servicer.
All Permitted Investments shall
mature or be subject to redemption or
withdrawal on or before, and shall be held
until, the next succeeding Distribution
Account Deposit Date. Any and all
investment earnings on amounts on deposit
in the Master Servicer Account from
time to time shall be for the account of
the Master Servicer. The Master
Servicer from time to time shall be
permitted to withdraw or receive
distribution of any and all investment
earnings from the Master Servicer
Collection Account. The risk of loss of
moneys required to be distributed to the
Holders of the Mortgage Pass-Through
Certificates resulting from such
investments shall be borne by and be the
risk of the Master Servicer. The Master
Servicer shall deposit the amount of any
such loss in the Master Servicer
Collection Account within two Business Days
of receipt of notification of such
loss but not later than the second Business
Day prior to the Distribution Date
on which the moneys so invested are
required to be distributed to the
Certificateholders.
Section
4.03 Permitted Withdrawals and Transfers from the Master
Servicer
Collection Account.
(a) The
Master Servicer will, from time to time on demand of a Servicer
or
the Securities Administrator, make or cause
to be made such withdrawals or
transfers from the Master Servicer
Collection Account as the Master Servicer has
designated for such transfer or withdrawal
pursuant to this Agreement and the
related Servicing Agreement. The Master
Servicer may clear and terminate the
Master Servicer Collection Account pursuant
to Section 10.01 and remove amounts
from time to time deposited in error.
(b) On an
ongoing basis, the Master Servicer shall withdraw from the
Master Servicer Collection Account (i) any
expenses, costs and liabilities
recoverable by the Trustee, the Master
Servicer or the Securities Administrator
or the Custodian pursuant to Sections 3.03,
7.03 and
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<PAGE>
9.05 and (ii) any amounts payable to the
Master Servicer as set forth in Section
3.14; provided however, that the Master
Servicer shall be obligated to pay from
its own funds any amounts which it is
required to pay under Section 7.03(a).
(c) In
addition, on or before each Distribution Account Deposit Date,
the
Master Servicer shall deposit in the
Distribution Account (or remit to the
Trustee for deposit therein) any Monthly
Advances required to be made by the
Master Servicer with respect to the
Mortgage Loans.
(d) No
later than 3:00 p.m. New York time on each Distribution Account
Deposit Date, the Master Servicer will
transfer all Available Funds on deposit
in the Master Servicer Collection Account
with respect to the related
Distribution Date to the Trustee for
deposit in the Distribution Account.
Section
4.04 Distribution Account.
(a) The
Trustee shall establish and maintain in the name of the
Trustee,
for the benefit of the related
Certificateholders and Radian, the Distribution
Account as a segregated trust account or
accounts.
(b) All
amounts deposited to the Distribution Account shall be held by
the
Trustee in the name of the Trustee in trust
for the benefit of the related
Certificateholders and Radian in accordance
with the terms and provisions of
this Agreement.
(c) The
Distribution Account shall constitute a trust account of the
Trust
Fund segregated on the books of the Trustee
and held by the Trustee in trust in
its Corporate Trust Office, and the
Distribution Account and the funds deposited
therein shall not be subject to, and shall
be protected from, all claims, liens,
and encumbrances of any creditors or
depositors of the Trustee or the Master
Servicer (whether made directly, or
indirectly through a liquidator or receiver
of the Trustee or the Master Servicer). The
Distribution Account shall be an
Eligible Account. The amount at any time
credited to the Distribution Account
shall be (i) held in cash and fully insured
by the FDIC to the maximum coverage
provided thereby or (ii) invested in the
name of the Trustee, in such Permitted
Investments as may be selected by the
Master Servicer or deposited in demand
deposits with such depository institutions
as may be selected by the Master
Servicer, provided that time deposits of
such depository institutions would be a
Permitted Investment. All Permitted
Investments shall mature or be subject to
redemption or withdrawal on or before, and
shall be held until, the next
succeeding Distribution Date if the obligor
for such Permitted Investment is the
Trustee or, if such obligor is any other
Person, the Business Day preceding such
Distribution Date. All investment earnings
on amounts on deposit in the
Distribution Account or benefit from funds
uninvested therein from time to time
shall be for the account of the Master
Servicer. The Master Servicer shall be
permitted to withdraw or receive
distribution of any and all investment earnings
from the Distribution Account on each
Distribution Date. If there is any loss on
a Permitted Investment or demand deposit,
the Master Servicer shall remit the
amount of the loss to the Trustee who shall
deposit such amount in the
Distribution Account. With respect to the
Distribution Account and the funds
deposited therein, the Master Servicer
shall take such action as may be
necessary to ensure that the related
Certificateholders shall be entitled to the
priorities afforded to such a trust account
(in addition to
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a claim against the estate of the Trustee)
as provided by 12 U.S.C. ss. 92a(e),
and applicable regulations pursuant
thereto, if applicable, or any applicable
comparable state statute applicable to
state chartered banking corporations.
Section
4.05 Permitted Withdrawals and Transfers from the Distribution
Account.
(a) The
Trustee will, from time to time on written demand of the Master
Servicer or the Securities Administrator,
make or cause to be made such
withdrawals or transfers from the
Distribution Account as the Master Servicer
has designated for such transfer or
withdrawal pursuant to this Agreement and
the Servicing Agreements or as the
Securities Administrator has instructed
hereunder for the following purposes
(limited in the case of amounts due the
Master Servicer to those not withdrawn from
the Master Servicer Collection
Account in accordance with the terms of
this Agreement):
(i) to reimburse the Master Servicer or any Servicer for any
Monthly
Advance of its own funds, the right of the
Master Servicer or a Servicer to
reimbursement pursuant to this subclause
(i) being limited to amounts received
on a particular Mortgage Loan (including,
for this purpose, the Repurchase Price
therefor, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries)
which represent late payments or recoveries
of the principal of or interest on
such Mortgage Loan respecting which such
Monthly Advance was made;
(ii) to reimburse the Master Servicer or any Servicer from
Insurance
Proceeds or Liquidation Proceeds relating
to a particular Mortgage Loan for
amounts expended by the Master Servicer or
such Servicer in good faith in
connection with the restoration of the
related Mortgaged Property which was
damaged by an Uninsured Cause or in
connection with the liquidation of such
Mortgage Loan;
(iii) to reimburse the Master Servicer or any Servicer from
Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses
incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer
or such Servicer from Liquidation Proceeds
from a particular Mortgage Loan for
Liquidation Expenses incurred with respect
to such Mortgage Loan; provided that
the Master Servicer shall not be entitled
to reimbursement for Liquidation
Expenses with respect to a Mortgage Loan to
the extent that (i) any amounts with
respect to such Mortgage Loan were paid as
Excess Liquidation Proceeds pursuant
to clause (xi) of this Subsection 4.03 (a)
to the Master Servicer; and (ii) such
Liquidation Expenses were not included in
the computation of such Excess
Liquidation Proceeds;
(iv) to reimburse the Master Servicer or any Servicer for
advances
of funds (other than Monthly Advances) made
with respect to the Mortgage Loans,
and the right to reimbursement pursuant to
this subclause being limited to
amounts received on the related Mortgage
Loan (including, for this purpose, the
Repurchase Price therefor, Insurance
Proceeds, Liquidation Proceeds and
Subsequent Recoveries) which represent late
recoveries of the payments for which
such advances were made;
(v) to reimburse the Master Servicer or any Servicer for any
Monthly
Advance or advance, after a Realized Loss
has been allocated with respect to the
related
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Mortgage Loan if the Monthly Advance or
advance has not been reimbursed pursuant
to clauses (i) and (iv);
(vi) to pay the Master Servicer as set forth in Section 3.14;
(vii) to reimburse the Master Servicer for expenses, costs and
liabilities incurred by and reimbursable to
it pursuant to Sections 3.03,
7.04(c) and (d);
(viii) to pay to the Master Servicer, as additional servicing
compensation, any Excess Liquidation
Proceeds to the extent not retained by the
related Servicer;
(ix) to reimburse or pay any Servicer any such amounts as are
due
thereto under the applicable Servicing
Agreement and have not been retained by
or paid to the Servicer, to the extent
provided in the related Servicing
Agreement;
(x) to reimburse the Trustee, the Securities Administrator or
the
Custodian for expenses, costs and
liabilities incurred by or reimbursable to it
pursuant to this Agreement; (xi) to remove
amounts deposited in error; and
(xii) to clear and terminate the Distribution Account pursuant
to
Section 10.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on
a
Mortgage Loan by Mortgage Loan basis, for
the purpose of accounting for any
reimbursement from the Distribution Account
pursuant to subclauses (i) through
(iv) or with respect to any such amounts
which would have been covered by such
subclauses had the amounts not been
retained by the Master Servicer without
being deposited in the Distribution Account
under Section 4.02(b).
(c) On
each Distribution Date, the Trustee shall distribute the
Available
Funds to the extent on deposit in the
Distribution Account to the Holders of the
Certificates and Radian in accordance with
written distribution instructions
provided to it by the Securities
Administrator no later than two Business Days
prior to such Distribution Date and
determined by the Securities Administrator
in accordance with Section 6.01.
Section
4.06 Re-REMIC Certificate Account.
(a) The
Trustee, for the benefit of the Re-REMIC Certificateholders,
shall
establish and maintain an account (the
"Re-REMIC Certificate Account") which
shall be an Eligible Account, entitled
"JPMorgan Chase Bank, N.A., in trust for
the registered holders of Prime Mortgage
Trust, Re-REMIC Certificates, Series
Prime 2005-1". The Trustee shall upon
receipt deposit in the Re-REMIC
Certificate Account the following payments
and collections in respect of the
Underlying Certificates:
(i) all payments received on the Underlying Certificates
commencing
with the Underlying Certificates Payment
Date in February 2005;
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(ii) any amount required to be deposited in the Re-REMIC
Certificate
Account pursuant to Section 2.06(b) hereof
in connection with the repurchase of
an Underlying Certificate by the
Depositor;
(iii) any amounts received in connection with the final payment
on
the Underlying Certificates on a Final
Securities Payment Date pursuant to
Section 10.02; and
(iv) all monies received in connection with a liquidation
through
auction and/or sale of the Underlying
Certificates pursuant to Section 10.02
hereof;
The foregoing requirements for deposit in
the Re-REMIC Certificate Account shall
be exclusive.
(b) All
amounts on deposit in the Re-REMIC Certificate Account will be
held uninvested.
(c) Upon
its receipt of a Notice of Final Payment, the Trustee shall, if
such Underlying Certificates are then in
physical form, present and surrender
the related Underlying Certificates to
which such notice applies for final
payment thereon or take such other action
as is required to receive payment in
accordance with the terms and conditions of
the related Underlying Document and
such Notice of Final Payment. The Trustee
shall promptly deposit in the Re-REMIC
Certificate Account the final distribution
received upon presentation and
surrender of, or otherwise with respect to,
the Underlying Certificates.
Section
4.07 Permitted Withdrawals From the Re-REMIC Certificate
Account.
The
Trustee may from time to time withdraw funds from the Re-REMIC
Certificate Account for the following
purposes:
(i) to pay itself or the Securities Administrator any other
amounts
reimbursable or payable to the Securities
Administrator or the Trustee hereunder
with respect to the Re-REMIC Fund;
(ii) to make payments to the applicable Certificateholders in
the
amounts and in the manner provided in
Section 6.02;
(iii) to reimburse the Depositor in accordance with written
direction from the Depositor with respect
to any repurchased Underlying
Certificates for all amounts received
thereon to the extent the distribution of
such amounts would make the total amount
distributed in respect of any such
repurchased Underlying Certificates greater
than the purchase price therefor
calculated as provided in Section 2.06(b)
hereof; and
(iv) to clear and terminate the Re-REMIC Certificate Account
upon
the termination of this Agreement in
accordance with Section 10.02.
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<PAGE>
ARTICLE V
Certificates
Section 5.01 Mortgage
Pass-Through Certificates and Re-REMIC Certificates.
(a) The
Depository, the Depositor and the Trustee have entered into a
Depository Agreement dated as of the
Closing Date (the "Depository Agreement").
Except for the Residual Certificates, the
Private Certificates (which are also
Physical Certificates) and the Individual
Certificates and as provided in
Subsection 5.01(b), the Mortgage
Pass-Through Certificates and Re-REMIC
Certificates shall at all times remain
registered in the name of the Depository
or its nominee and at all times: (i)
registration of such Mortgage Pass-Through
Certificates and Re-REMIC Certificates may
not be transferred by the Trustee
except to a successor to the Depository;
(ii) ownership and transfers of
registration of such Mortgage Pass-Through
Certificates and Re-REMIC
Certificates on the books of the Depository
shall be governed by applicable
rules established by the Depository; (iii)
the Depository may collect its usual
and customary fees, charges and expenses
from its Depository Participants; (iv)
the Trustee shall deal with the Depository
as representative of such Certificate
Owners of the respective Class of Mortgage
Pass-Through Certificates and
Re-REMIC Certificates for purposes of
exercising the rights of the related
Certificateholders under this Agreement,
and requests and directions for and
votes of such representative shall not be
deemed to be inconsistent if they are
made with respect to different Certificate
Owners; and (v) the Trustee may rely
and shall be fully protected in relying
upon information furnished by the
Depository with respect to its Depository
Participants.
The
Residual Certificates and the Class I-B-4, Class I-B-5 and Class
I-B-6
Certificates are initially Physical
Certificates. If at any time the Holders of
all of the Certificates of one or more such
Classes request that the Trustee
cause such Class to become Global
Certificates, the Trustee and the Depositor
will take such action as may be reasonably
required to cause the Depository to
accept such Class or Classes for trading if
it may legally be so traded.
All
transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global
Certificates shall be made in accordance
with the procedures established by the
Depository Participant or brokerage firm
representing such Certificate Owners. Each
Depository Participant shall only
transfer Book-Entry Certificates of
Certificate Owners it represents or of
brokerage firms for which it acts as agent
in accordance with the Depository's
normal procedures.
(b) If
(i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to
properly discharge its
responsibilities as Depository and (B) the
Depositor is unable to locate a
qualified successor within 30 days or (ii)
the Depositor at its option advises
the Trustee in writing that it elects to
terminate the book-entry system through
the Depository, the Trustee shall request
that the Depository notify all
Certificate Owners of the occurrence of any
such event and of the availability
of definitive, fully registered
Certificates to Certificate Owners requesting
the same. Upon surrender to the Trustee of
the Certificates by the Depository,
accompanied by registration instructions
from the Depository for registration,
the Trustee shall issue the definitive
Certificates. Neither the Depositor nor
the Trustee shall be
- 74 -
<PAGE>
liable for any delay in delivery of such
instructions and may conclusively rely
on, and shall be protected in relying on,
such instructions.
(c) (i)
REMIC I will be evidenced by (x) the REMIC I Regular Interests,
which will be uncertificated and
non-transferable and are hereby designated as
the "regular interests" in REMIC I and have
the initial principal amounts and
accrue interest at the Pass-Through Rates
equal to those set forth in this
Section 5.01(c)(i) and (y) the Class R-I
Interest, which is hereby designated as
the single "residual interest" in REMIC I
(each of the foregoing as designated
below).
<TABLE>
<CAPTION>
REMIC I Regular Interest Initial Principal Amount
Pass-Through Rate
Related
Subgroup
-----------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
1-A
$ 5,432.45
5.5000%
Subgroup 1
2-A
$
532.83
8.0000%
Subgroup 2
PO
$ 1,458,035.73
0.0000%
Subgroup 1
1-ZZZ
$165,811,816.44
5.5000%
Subgroup 1
2-ZZZ
$ 16,263,367.80
8.0000%
Subgroup 2
R-I
$
100.00
5.5000%
Subgroup 1
</TABLE>
Distributions of principal shall be deemed to be made to the REMIC
I
Regular Interests, in each case from the
related Subgroup, first, to the related
REMIC I Regular Interest ending with the
designation "A," so that the
Uncertificated Principal Balance of each
such REMIC I Regular Interest is equal
to 0.1% of the excess of (x) the aggregate
Scheduled Principal Balance of the
Mortgage Loans in the related Subgroup over
(y) the Current Principal Amount of
the Senior Certificates in such Subgroup
(except that if any such excess is a
larger number than in the preceding
distribution period, the least amount of
principal shall be distributed to such
REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is
maintained); and second, any remaining
principal in each Subgroup to the related
REMIC I Regular Interest ending with
the designation "ZZZ" (provided that a
portion of the remaining principal equal
to the Class I-PO Certificate Principal
Distribution Amount attributable to the
Discount Mortgage Loans will be distributed
to REMIC I Regular Interest PO).
Realized Losses from each Subgroup shall be
applied after all distributions have
been made on each Distribution Date, first,
to the related REMIC I Regular
Interest ending with the designation "A,"
so that the Uncertificated Principal
Balance of each such REMIC I Regular
Interest is equal to 0.1% of the excess of
(x) the aggregate Scheduled Principal
Balance of the Mortgage Loans in the
related Subgroup over (y) the Current
Principal Amount of the Senior
Certificates in the related Subgroup
(except that if any such excess is a larger
number than in the preceding distribution
period, the least amount of Realized
Losses shall be applied to such REMIC I
Regular Interests such that the REMIC I
Subordinated Balance Ratio is maintained);
and second, any remaining Realized
Losses from each Subgroup shall be
allocated to the related REMIC I Regular
Interests ending with the designation "ZZZ"
(except that if a Realized Loss is
recognized with respect to a Discount
Mortgage Loan, the applicable portion of
such Realized Loss will be allocated to
REMIC I Regular Interest PO).
(ii) REMIC II will be evidenced by (x) the REMIC II Regular
Interests, which will be uncertificated and
non-transferable and are hereby
designated as the "regular interests" in
REMIC II and have the initial principal
amounts and accrue interest at the
Pass-Through Rates equal to those set forth
in this Section 5.01(c)(ii) and (y) the
Class R-II Interest, which is hereby
- 75 -
<PAGE>
designated as the single "residual
interest" in REMIC II (each of the foregoing
as designated below).
<TABLE>
<CAPTION>
REMIC II Regular
Interest
Initial Principal Amount
Pass-Through Rate
Related Subgroup
------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
I-A-1
$122,951,000.00
5.5000%
Subgroup 1
I-A-2
$ 4,033,796.13
5.5000%
Subgroup 1
I-A-3
$
17,400,000.00
5.5000%
Subgroup 1
I-A-5
$ 15,496,000.00
5.5000%
Subgroup 1
I-A-6
$ 15,731,068.14
8.0000%
Subgroup 2
I-A-8
$
504,000.00
5.5000%
Subgroup 1
I-PO
$ 1,458,035.73
0.0000%
Subgroup 1
R-II
$
100.00
5.5000%
Subgroup 1
I-B-1
$ 3,212,000.00
(1)
Subgroup 1 and Subgroup 2
I-B-2
$ 1,101,000.00
(1)
Subgroup 1 and Subgroup 2
I-B-3
$
642,000.00
(1) &nbs
