EXHIBIT 4.1
PARK PLACE SECURITIES, INC.
Depositor
COUNTRYWIDE HOME LOANS SERVICING LP
Master Servicer
FEDERAL NATIONAL MORTGAGE ASSOCIATION
Guarantor (with respect to the Group I Certificates)
and
WELLS FARGO BANK, N.A.
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
-----------------------------------
ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2005-WCW2
<PAGE>
TABLE OF CONTENTS
<TABLE>
SECTION
PAGE
-------
----
<S>
<C>
<C>
ARTICLE I DEFINITIONS
SECTION 1.01. Defined
Terms....................................................................
SECTION 1.02. Allocation of Certain
Interest Shortfalls........................................
SECTION 1.03. Rights of the
Guarantor and the NIMS
Insurer.....................................
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage
Loans.....................................................
SECTION 2.02. Acceptance of REMIC I
by the Trustee.............................................
SECTION 2.03. Repurchase or
Substitution of Mortgage Loans by the Seller or the Depositor;
Payment of Prepayment Charge Payment
Amounts.....................................
SECTION 2.04.
[Reserved].......................................................................
SECTION 2.05. Representations,
Warranties and Covenants of the Master
Servicer.................
SECTION 2.06. Issuance of the REMIC
I Regular Interests and the Class R-I Interest.............
SECTION 2.07. Conveyance of the
REMIC I Regular Interests; Acceptance of REMIC II, REMIC III,
REMIC IV, REMIC V and REMIC VI by the
Trustee....................................
SECTION 2.08. Issuance of Class R
Certificates and Class R-X Certificates......................
ARTICLE III ADMINISTRATION AND SERVICING OF
THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Master
Servicer........................................
SECTION 3.02. Collection of Certain
Mortgage Loan Payments.....................................
SECTION 3.03.
[Reserved].......................................................................
SECTION 3.04. Collection Account,
Escrow Account and Distribution Account......................
SECTION 3.05. Permitted Withdrawals
From the Collection Account, Escrow Account and
Distribution
Account.............................................................
SECTION 3.06. Investment of Funds in
the Collection Account, the Escrow Account, the REO
Account and the Distribution
Account.............................................
SECTION 3.07. Payment of Taxes,
Insurance and Other Charges....................................
SECTION 3.08. Maintenance of Hazard
Insurance..................................................
SECTION 3.09. Maintenance of
Mortgage Blanket
Insurance........................................
SECTION 3.10. Fidelity Bond; Errors
and Omissions Insurance....................................
SECTION 3.11. Enforcement of
Due-On-Sale Clauses; Assumption
Agreements........................
SECTION 3.12. Realization Upon
Defaulted Mortgage
Loans........................................
SECTION 3.13. Title, Management and
Disposition of REO Property................................
SECTION 3.14 Agreement to
Appoint a Special
Servicer..........................................
SECTION 3.15. Reports of Foreclosure
and Abandonment of Mortgaged Properties...................
SECTION 3.16. Optional Purchase of
Defaulted Mortgage Loans....................................
SECTION 3.17. Trustee to Cooperate;
Release of Mortgage Files..................................
SECTION 3.18. Servicing
Compensation...........................................................
SECTION 3.19. Statement as to
Compliance.......................................................
SECTION 3.20. Independent Public
Accountants' Servicing Report.................................
SECTION 3.21. Access to Certain
Documentation..................................................
SECTION 3.22.
[Reserved].......................................................................
SECTION 3.23. Advance
Facility.................................................................
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01.
Distributions....................................................................
SECTION 4.02. Statements to
Certificateholders.................................................
SECTION 4.03. Remittance Reports and
Other Reports to the Trustee; Advances; Payments in
Respect of Prepayment Interest
Shortfalls........................................
SECTION 4.04. Allocation of Realized
Losses....................................................
SECTION 4.05. Compliance with
Withholding
Requirements.........................................
SECTION 4.06. Commission
Reporting.............................................................
SECTION 4.07.
[Reserved].......................................................................
SECTION 4.08.
[Reserved].......................................................................
SECTION 4.09. The
Guaranty.....................................................................
SECTION 4.10. Swap
Account.....................................................................
SECTION 4.11. Net WAC Rate Carryover
Reserve Account...........................................
SECTION 4.12. Tax Treatment of Swap
Payments and Swap Termination Payments.....................
ARTICLE V THE CERTIFICATES
THE CERTIFICATES
SECTION 5.01. The
Certificates.................................................................
SECTION 5.02. Registration of
Transfer and Exchange of
Certificates............................
SECTION 5.03. Mutilated, Destroyed,
Lost or Stolen Certificates................................
SECTION 5.04. Persons Deemed
Owners............................................................
SECTION 5.05. Certain Available
Information....................................................
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the
Depositor and the Master
Servicer...............................
SECTION 6.02. Merger or
Consolidation of the Depositor or the Master
Servicer..................
SECTION 6.03. Limitation on
Liability of the Depositor, the Master Servicer and
Others.........
SECTION 6.04. Limitation on
Resignation of the Master
Servicer.................................
SECTION 6.05. Rights of the
Depositor in Respect of the Master
Servicer........................
SECTION 6.06. Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers...........
SECTION 6.07. Successor
Sub-Servicers..........................................................
SECTION 6.08. Liability of the
Master
Servicer.................................................
SECTION 6.09. No Contractual
Relationship Between Sub-Servicers and the NIMS Insurer, the
Guarantor, the Trustee or
Certificateholders.....................................
SECTION 6.10. Assumption or
Termination of Sub-Servicing Agreements by
Trustee.................
SECTION 6.11. Sub-Servicing
Accounts...........................................................
ARTICLE VII DEFAULT
SECTION 7.01. Master Servicer Events
of Default................................................
SECTION 7.02. Trustee to Act; Appointment
of Successor.........................................
SECTION 7.03. Notification to
Certificateholders...............................................
SECTION 7.04. Waiver of Master
Servicer Events of
Default......................................
ARTICLE VIII CONCERNING THE TRUSTEE
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of
Trustee................................................................
SECTION 8.02. Certain Matters
Affecting the
Trustee............................................
SECTION 8.03. The Trustee Not Liable
for Certificates or Mortgage Loans........................
SECTION 8.04. Trustee May Own
Certificates.....................................................
SECTION 8.05. Trustee's Fees and
Expenses......................................................
SECTION 8.06. Eligibility
Requirements for
Trustee.............................................
SECTION 8.07. Resignation and
Removal of the
Trustee...........................................
SECTION 8.08. Successor
Trustee................................................................
SECTION 8.09. Merger or
Consolidation of
Trustee...............................................
SECTION 8.10. Appointment of
Co-Trustee or Separate
Trustee....................................
SECTION 8.11. Appointment of
Custodians........................................................
SECTION 8.12. Appointment of Office
or Agency..................................................
SECTION 8.13. Representations and
Warranties of the Trustee....................................
ARTICLE IX TERMINATION
TERMINATION
SECTION 9.01. Termination Upon
Repurchase or Liquidation of All Mortgage
Loans.................
SECTION 9.02. Additional Termination
Requirements..............................................
ARTICLE X REMIC PROVISIONS
REMIC PROVISIONS
SECTION 10.01. REMIC
Administration.............................................................
SECTION 10.02. Prohibited Transactions and
Activities...........................................
SECTION 10.03. Master Servicer and Trustee
Indemnification......................................
ARTICLE XI MISCELLANEOUS PROVISIONS
MISCELLANEOUS PROVISIONS
SECTION 11.01.
Amendment........................................................................
SECTION 11.02. Recordation of Agreement;
Counterparts...........................................
SECTION 11.03. Limitation on Rights of
Certificateholders.......................................
SECTION 11.04. Governing
Law....................................................................
SECTION 11.05.
Notices..........................................................................
SECTION 11.06. Severability of
Provisions.......................................................
SECTION 11.07. Notice to Rating Agencies,
the Guarantor and the NIMS Insurer....................
SECTION 11.08. Article and Section
References...................................................
SECTION 11.09. Grant of Security
Interest.......................................................
SECTION 11.10. Third Party
Rights...............................................................
</TABLE>
<PAGE>
EXHIBITS
Exhibit A-1A Form of
Class A-1A Certificate
Exhibit A-1B Form of
Class A-1B Certificate
Exhibit A-1C Form of
Class A-1C Certificate
Exhibit A-1D Form of
Class A-1D Certificate
Exhibit A-2A Form of
Class A-2A Certificate
Exhibit A-2B Form of
Class A-2B Certificate
Exhibit A-2C Form of
Class A-2C Certificate
Exhibit A-2D Form of
Class A-2D Certificate
Exhibit A-M-1 Form of Class
M-1 Certificate
Exhibit A-M-2 Form of Class
M-2 Certificate
Exhibit A-M-3 Form of Class
M-3 Certificate
Exhibit A-M-4 Form of Class
M-4 Certificate
Exhibit A-M-5 Form of Class
M-5 Certificate
Exhibit A-M-6 Form of Class
M-6 Certificate
Exhibit A-M-7 Form of Class
M-7 Certificate
Exhibit A-M-8 Form of Class
M-8 Certificate
Exhibit A-M-9 Form of Class
M-9 Certificate
Exhibit A-M-10 Form of Class M-10
Certificate
Exhibit A-M-11 Form of Class M-11
Certificate
Exhibit A-CE Form of
Class CE Certificate
Exhibit A-P Form
of Class P Certificate
Exhibit A-R Form
of Class R Certificate
Exhibit A-R-X Form of Class
R-X Certificate
Exhibit B
Form of Lost Note Affidavit
Exhibit C-1 Form
of Trustee's Initial Certification
Exhibit C-2 Form
of Trustee's Final Certification
Exhibit C-3 Form
of Trustee's Receipt of Mortgage Note
Exhibit D
Form of Mortgage Loan Purchase Agreement
Exhibit E
Request for Release
Exhibit F-1 Form
of Transferor Representation Letter and Form
of Transferee Representation Letter in Connection
with Transfer of Class CE and Class P Certificates
Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2 Form
of Transfer Affidavit and Agreement and Form of
Transferor Affidavit in Connection with Transfer of
Residual Certificates
Exhibit G
Form of Certification with respect to ERISA and the Code
Exhibit H
Form of Interest Rate Swap Agreement
Exhibit I
Form of Swap Administration Agreement
Exhibit J-1 Form
of Certification to Be Provided by the Depositor
with Form 10-K
Exhibit J-2 Form
of Certification to Be Provided to Depositor by the
Trustee
Exhibit J-3 Form
of Certification to Be Provided to Depositor by the
Master Servicer
Exhibit K
Annual Statement of Compliance pursuant to Section 3.19
Schedule 1
Mortgage Loan Schedule
Schedule 2
Prepayment Charge Schedule
<PAGE>
This Pooling and Servicing Agreement, is dated and effective as
of
June 1, 2005, among PARK PLACE SECURITIES,
INC., as Depositor, COUNTRYWIDE HOME
LOANS SERVICING LP, as Master Servicer,
FEDERAL NATIONAL MORTGAGE ASSOCIATION,
as Guarantor of the Group I Certificates
and WELLS FARGO BANK, N.A., as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates
(collectively,
the "Certificates"), to be issued hereunder
in multiple classes, which in the
aggregate shall evidence the entire
beneficial ownership interest in each REMIC
(as defined herein) created hereunder. The
Trust Fund shall consist of a
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this
Agreement.
<PAGE>
REMIC I
As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the
Mortgage Loans and certain
other related assets (other than any Master
Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover
Reserve Account, the Swap
Account and the Interest Rate Swap
Agreement) subject to this Agreement as
a REMIC for federal income tax purposes,
and such segregated pool of assets
shall be designated as "REMIC I." The Class
R-I Interest shall be the sole
class of "residual interests" in REMIC I
for purposes of the REMIC
Provisions (as defined herein). The
following table irrevocably sets forth
the designation, the REMIC I Remittance
Rate, the initial Uncertificated
Balance and, for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the
REMIC I Regular Interests (as defined
herein). None of the REMIC I Regular
Interests shall be certificated.
<PAGE>
<TABLE>
REMIC I
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
----------------------- -----------------------------
------------------------------- -------------------------
<S>
<C>
<C>
<C>
I
Variable(2)
$
1,999.30 July
25, 2035
I-1-A
Variable(2)
$
8,323,249.74 July
25, 2035
I-1-B
Variable(2)
$
8,323,249.74 July
25, 2035
I-2-A
Variable(2)
$
10,731,508.99 July
25, 2035
I-2-B
Variable(2)
$
10,731,508.99 July
25, 2035
I-3-A
Variable(2)
$
13,135,962.61 July
25, 2035
I-3-B
Variable(2)
$
13,135,962.61 July
25, 2035
I-4-A
Variable(2)
$
15,518,357.03 July
25, 2035
I-4-B
Variable(2)
$
15,518,357.03 July
25, 2035
I-5-A
Variable(2)
$
17,859,776.49 July
25, 2035
I-5-B
Variable(2)
$
17,859,776.49 July
25, 2035
I-6-A
Variable(2)
$
20,140,822.84 July
25, 2035
I-6-B
Variable(2)
$
20,140,822.84 July
25, 2035
I-7-A
Variable(2)
$
22,341,755.11 July
25, 2035
I-7-B
Variable(2)
$
22,341,755.11 July
25, 2035
I-8-A
Variable(2)
$
24,432,395.18 July
25, 2035
I-8-B
Variable(2)
$
24,432,395.18 July
25, 2035
I-9-A
Variable(2)
$
26,384,983.36 July
25, 2035
I-9-B
Variable(2)
$
26,384,983.36 July
25, 2035
I-10-A
Variable(2)
$
27,686,366.94 July
25, 2035
I-10-B
Variable(2)
$
27,686,366.94 July
25, 2035
I-11-A
Variable(2)
$
28,806,103.84 July
25, 2035
I-11-B
Variable(2)
$
28,806,103.84 July
25, 2035
I-12-A
Variable(2)
$
27,626,229.86 July
25, 2035
I-12-B
Variable(2)
$
27,626,229.86 July
25, 2035
I-13-A
Variable(2)
$
26,495,190.33 July
25, 2035
I-13-B
Variable(2)
$
26,495,190.33 July
25, 2035
I-14-A
Variable(2)
$
25,410,948.95 July
25, 2035
I-14-B
Variable(2)
$
25,410,948.95 July
25, 2035
I-15-A
Variable(2)
$
24,371,552.80 July
25, 2035
I-15-B
Variable(2)
$
24,371,552.80 July
25, 2035
I-16-A
Variable(2)
$
23,375,131.38 July
25, 2035
I-16-B
Variable(2)
$
23,375,131.38 July
25, 2035
I-17-A
Variable(2)
$
22,419,896.59 July
25, 2035
I-17-B
Variable(2)
$
22,419,896.59 July
25, 2035
I-18-A
Variable(2)
$
21,504,127.82 July
25, 2035
I-18-B
Variable(2)
$
21,504,127.82 July
25, 2035
I-19-A
Variable(2)
$
20,626,184.98 July
25, 2035
I-19-B
Variable(2)
$
20,626,184.98 July
25, 2035
I-20-A
Variable(2)
$
19,784,487.91 July
25, 2035
I-20-B
Variable(2)
$
19,784,487.91 July
25, 2035
I-21-A
Variable(2)
$
19,031,421.01 July
25, 2035
I-21-B
Variable(2)
$
19,031,421.01 July
25, 2035
I-22-A
Variable(2)
$
19,127,249.37 July
25, 2035
I-22-B
Variable(2)
$
19,127,249.37 July
25, 2035
I-23-A
Variable(2)
$
51,837,177.04 July
25, 2035
I-23-B
Variable(2)
$
51,837,177.04 July
25, 2035
I-24-A
Variable(2)
$
44,546,108.38 July
25, 2035
I-24-B
Variable(2)
$
44,546,108.38 July
25, 2035
I-25-A
Variable(2)
$
38,331,893.70 July
25, 2035
I-25-B
Variable(2)
$
38,331,893.70 July
25, 2035
I-26-A
Variable(2)
$
32,609,277.40 July
25, 2035
I-26-B
Variable(2)
$
32,609,277.40 July
25, 2035
I-27-A
Variable(2)
$
11,431,347.60 July
25, 2035
I-27-B
Variable(2)
$
11,431,347.60
July
25, 2035
I-28-A
Variable(2)
$
10,921,627.72 July
25, 2035
I-28-B
Variable(2)
$
10,921,627.72 July
25, 2035
I-29-A
Variable(2)
$
10,435,341.11 July
25, 2035
I-29-B
Variable(2)
$
10,435,341.11 July
25, 2035
I-30-A
Variable(2)
$
9,970,916.99 July
25, 2035
I-30-B
Variable(2)
$
9,970,916.99 July
25, 2035
I-31-A
Variable(2)
$
9,528,292.61 July
25, 2035
I-31-B
Variable(2)
$
9,528,292.61 July
25, 2035
I-32-A
Variable(2)
$
9,105,951.51 July
25, 2035
I-32-B
Variable(2)
$
9,105,951.51 July
25, 2035
I-33-A
Variable(2)
$
8,702,941.13 July
25, 2035
I-33-B
Variable(2)
$
8,702,941.13 July
25, 2035
I-34-A
Variable(2)
$
8,318,358.52 July
25, 2035
I-34-B
Variable(2)
$
8,318,358.52 July
25, 2035
I-35-A
Variable(2)
$
7,951,207.09 July
25, 2035
I-35-B
Variable(2)
$
7,951,207.09 July
25, 2035
I-36-A
Variable(2)
$
7,594,372.92 July
25, 2035
I-36-B
Variable(2)
$
7,594,372.92 July
25, 2035
I-37-A
Variable(2)
$
7,260,693.83 July
25, 2035
I-37-B
Variable(2)
$
7,260,693.83 July
25, 2035
I-38-A
Variable(2)
$
6,942,183.89 July
25, 2035
I-38-B
Variable(2)
$
6,942,183.89 July
25, 2035
I-39-A
Variable(2)
$
6,638,136.85 July
25, 2035
I-39-B
Variable(2)
$
6,638,136.85 July
25, 2035
I-40-A
Variable(2)
$
6,347,879.27 July
25, 2035
I-40-B
Variable(2)
$
6,347,879.27 July
25, 2035
I-41-A
Variable(2)
$
6,070,768.60 July
25, 2035
I-41-B
Variable(2)
$
6,070,768.60 July
25, 2035
I-42-A
Variable(2)
$
5,806,061.12 July
25, 2035
I-42-B
Variable(2)
$
5,806,061.12 July
25, 2035
I-43-A
Variable(2)
$
5,553,453.37 July
25, 2035
I-43-B
Variable(2)
$
5,553,453.37 July
25, 2035
I-44-A
Variable(2)
$
5,312,245.67 July
25, 2035
I-44-B
Variable(2)
$
5,312,245.67 July
25, 2035
I-45-A
Variable(2)
$
5,081,907.86 July
25, 2035
I-45-B
Variable(2)
$
5,081,907.86 July
25, 2035
I-46-A
Variable(2)
$
4,861,935.08 July
25, 2035
I-46-B
Variable(2)
$
4,861,935.08 July
25, 2035
I-47-A
Variable(2)
$
4,651,851.53 July
25, 2035
I-47-B
Variable(2)
$
4,651,851.53 July
25, 2035
I-48-A
Variable(2)
$
4,451,195.42 July
25, 2035
I-48-B
Variable(2)
$
4,451,195.42 July
25, 2035
I-49-A
Variable(2)
$
4,259,534.01 July
25, 2035
I-49-B
Variable(2)
$
4,259,534.01 July
25, 2035
I-50-A
Variable(2)
$
4,076,453.32 July
25, 2035
I-50-B
Variable(2)
$
4,076,453.32 July
25, 2035
I-51-A
Variable(2)
$
3,901,554.31 July
25, 2035
I-51-B
Variable(2)
$
3,901,554.31
July
25, 2035
I-52-A
Variable(2)
$
91,555,586.06 July
25, 2035
I-52-B
Variable(2)
$
91,555,586.06 July
25, 2035
II
Variable(2)
$
668.83 July
25, 2035
II-1-A
Variable(2)
$
2,784,414.01 July
25, 2035
II-1-B
Variable(2)
$
2,784,414.01 July
25, 2035
II-2-A
Variable(2)
$
3,590,059.76 July
25, 2035
II-2-B
Variable(2)
$
3,590,059.76
July 25, 2035
II-3-A
Variable(2)
$
4,394,432.39 July
25, 2035
II-3-B
Variable(2)
$
4,394,432.39 July
25, 2035
II-4-A
Variable(2)
$
5,191,425.47 July
25, 2035
II-4-B
Variable(2)
$
5,191,425.47 July
25, 2035
II-5-A
Variable(2)
$
5,974,711.01 July
25, 2035
II-5-B
Variable(2)
$
5,974,711.01 July
25, 2035
II-6-A
Variable(2)
$
6,737,799.66 July
25, 2035
II-6-B
Variable(2)
$
6,737,799.66 July
25, 2035
II-7-A
Variable(2)
$
7,474,087.39 July
25, 2035
II-7-B
Variable(2)
$
7,474,087.39 July
25, 2035
II-8-A
Variable(2)
$
8,173,478.57 July
25, 2035
II-8-B
Variable(2)
$
8,173,478.57
July 25,
2035
II-9-A
Variable(2)
$
8,826,686.64 July
25, 2035
II-9-B
Variable(2)
$
8,826,686.64 July
25, 2035
II-10-A
Variable(2)
$
9,262,044.31 July
25, 2035
II-10-B
Variable(2)
$
9,262,044.31 July
25, 2035
II-11-A
Variable(2)
$
9,636,634.91 July
25, 2035
II-11-B
Variable(2)
$
9,636,634.91 July
25, 2035
II-12-A
Variable(2)
$
9,241,926.39 July
25, 2035
II-12-B
Variable(2)
$
9,241,926.39 July
25, 2035
II-13-A
Variable(2)
$
8,863,554.67 July
25, 2035
II-13-B
Variable(2)
$
8,863,554.67 July
25, 2035
II-14-A
Variable(2)
$
8,500,838.55 July
25, 2035
II-14-B
Variable(2)
$
8,500,838.55 July
25, 2035
II-15-A
Variable(2)
$
8,153,124.70 July
25, 2035
II-15-B
Variable(2)
$
8,153,124.70 July
25, 2035
II-16-A
Variable(2)
$
7,819,787.37 July
25, 2035
II-16-B
Variable(2)
$
7,819,787.37 July
25, 2035
II-17-A
Variable(2)
$
7,500,228.41 July
25, 2035
II-17-B
Variable(2)
$
7,500,228.41 July
25, 2035
II-18-A
Variable(2)
$
7,193,872.18 July
25, 2035
II-18-B
Variable(2)
$
7,193,872.18 July
25, 2035
II-19-A
Variable(2)
$
6,900,170.02 July
25, 2035
II-19-B
Variable(2)
$
6,900,170.02 July
25, 2035
II-20-A
Variable(2)
$
6,618,593.34 July
25, 2035
II-20-B
Variable(2)
$
6,618,593.34 July
25, 2035
II-21-A
Variable(2)
$
6,366,666.49 July
25, 2035
II-21-B
Variable(2)
$
6,366,666.49 July
25, 2035
II-22-A
Variable(2)
$
6,398,724.38 July
25, 2035
II-22-B
Variable(2)
$
6,398,724.38 July
25, 2035
II-23-A
Variable(2)
$
17,341,322.96 July
25, 2035
II-23-B
Variable(2)
$
17,341,322.96 July
25, 2035
II-24-A
Variable(2)
$
14,902,209.12 July
25, 2035
II-24-B
Variable(2)
$
14,902,209.12 July
25, 2035
II-25-A
Variable(2)
$
12,823,340.05 July
25, 2035
II-25-B
Variable(2)
$
12,823,340.05 July
25, 2035
II-26-A
Variable(2)
$
10,908,927.60 July
25, 2035
II-26-B
Variable(2)
$
10,908,927.60 July
25, 2035
II-27-A
Variable(2)
$
3,824,179.90 July
25, 2035
II-27-B
Variable(2)
$
3,824,179.90 July
25, 2035
II-28-A
Variable(2)
$
3,653,661.03 July
25, 2035
II-28-B
Variable(2)
$
3,653,661.03 July
25, 2035
II-29-A
Variable(2)
$
3,490,981.39 July
25, 2035
II-29-B
Variable(2)
$
3,490,981.39 July
25, 2035
II-30-A
Variable(2)
$
3,335,615.51 July
25, 2035
II-30-B
Variable(2)
$
3,335,615.51 July
25, 2035
II-31-A
Variable(2)
$
3,187,542.39 July
25, 2035
II-31-B
Variable(2)
$
3,187,542.39 July
25, 2035
II-32-A
Variable(2)
$
3,046,254.74 July
25, 2035
II-32-B
Variable(2)
$
3,046,254.74
July
25, 2035
II-33-A
Variable(2)
$
2,911,433.87 July
25, 2035
II-33-B
Variable(2)
$
2,911,433.87 July
25, 2035
II-34-A
Variable(2)
$
2,782,777.73 July
25, 2035
II-34-B
Variable(2)
$
2,782,777.73 July
25, 2035
II-35-A
Variable(2)
$
2,659,952.91 July
25, 2035
II-35-B
Variable(2)
$
2,659,952.91 July
25, 2035
II-36-A
Variable(2)
$
2,540,579.58 July 25, 2035
II-36-B
Variable(2)
$
2,540,579.58 July
25, 2035
II-37-A
Variable(2)
$
2,428,952.42 July
25, 2035
II-37-B
Variable(2)
$
2,428,952.42 July
25, 2035
II-38-A
Variable(2)
$
2,322,399.86 July
25, 2035
II-38-B
Variable(2)
$
2,322,399.86 July
25, 2035
II-39-A
Variable(2)
$
2,220,685.65 July
25, 2035
II-39-B
Variable(2)
$
2,220,685.65 July
25, 2035
II-40-A
Variable(2)
$
2,123,584.48 July
25, 2035
II-40-B
Variable(2)
$
2,123,584.48 July
25, 2035
II-41-A
Variable(2)
$
2,030,881.40 July
25, 2035
II-41-B
Variable(2)
$
2,030,881.40 July
25, 2035
II-42-A
Variable(2)
$
1,942,327.63 July
25, 2035
II-42-B
Variable(2)
$
1,942,327.63 July
25, 2035
II-43-A
Variable(2)
$
1,857,821.63 July
25, 2035
II-43-B
Variable(2)
$
1,857,821.63 July
25, 2035
II-44-A
Variable(2)
$
1,777,129.33 July
25, 2035
II-44-B
Variable(2)
$
1,777,129.33 July
25, 2035
II-45-A
Variable(2)
$
1,700,073.39 July
25, 2035
II-45-B
Variable(2)
$
1,700,073.39 July
25, 2035
II-46-A
Variable(2)
$
1,626,484.92 July
25, 2035
II-46-B
Variable(2)
$
1,626,484.92 July
25, 2035
II-47-A
Variable(2)
$
1,556,204.72 July
25, 2035
II-47-B
Variable(2)
$
1,556,204.72 July
25, 2035
II-48-A
Variable(2)
$
1,489,078.33 July
25, 2035
II-48-B
Variable(2)
$
1,489,078.33 July
25, 2035
II-49-A
Variable(2)
$
1,424,960.99 July
25, 2035
II-49-B
Variable(2)
$
1,424,960.99 July
25, 2035
II-50-A
Variable(2)
$
1,363,714.18 July
25, 2035
II-50-B
Variable(2)
$
1,363,714.18 July
25, 2035
II-51-A
Variable(2)
$
1,305,204.44 July
25, 2035
II-51-B
Variable(2)
$
1,305,204.44 July
25, 2035
II-52-A
Variable(2)
$
30,628,500.19 July
25, 2035
II-52-B
Variable(2)
$
30,628,500.19 July
25, 2035
</TABLE>
------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
I
Regular Interest.
(2) Calculated in accordance with the
definition of "REMIC I Remittance
Rate" herein.
REMIC II
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the REMIC I
Regular Interests as a REMIC for
federal income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC II." The Class R-II
Interest shall evidence the sole class
of "residual interests" in REMIC II for
purposes of the REMIC Provisions under
federal income tax law. The following table
irrevocably sets forth the
designation, the REMIC II Remittance Rate,
the initial Uncertificated Balance
and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for
each of the REMIC II Regular Interests
(as defined herein). None of the REMIC II
Regular Interests shall be
certificated.
<TABLE>
REMIC II
INITIAL
LATEST POSSIBLE
DESIGNATION
REMITTANCE RATE
UNCERTIFICATED BALANCE
MATURITY DATE(1)
----------------------- -----------------------------
------------------------------- -------------------------
<S>
<C>
<C>
<C>
II-LTAA
Variable(2)
$
1,176,001,258.38 July
25, 2035
II-LTA1A
Variable(2)
$
3,177,850.00 July
25, 2035
II-LTA1B
Variable(2)
$
1,389,335.00 July
25, 2035
II-LTA1C
Variable(2)
$
1,680,995.00 July
25, 2035
II-LTA1D
Variable(2)
$
927,360.00 July
25, 2035
II-LTA2A
Variable(2)
$
1,057,560.00 July
25, 2035
II-LTA2B
Variable(2)
$
415,670.00 July
25, 2035
II-LTA2C
Variable(2)
$
582,275.00 July
25, 2035
II-LTA2D
Variable(2)
$
344,960.00 July
25, 2035
II-LTM1
Variable(2)
$
390,000.00 July
25, 2035
II-LTM2
Variable(2)
$
372,000.00 July
25, 2035
II-LTM3
Variable(2)
$
228,000.00 July
25, 2035
II-LTM4
Variable(2)
$
210,000.00 July
25, 2035
II-LTM5
Variable(2)
$
192,000.00 July
25, 2035
II-LTM6
Variable(2)
$
174,000.00 July
25, 2035
II-LTM7
Variable(2)
$
156,000.00 July
25, 2035
II-LTM8
Variable(2)
$
144,000.00 July
25, 2035
II-LTM9
Variable(2)
$
120,000.00 July
25, 2035
II-LTM10
Variable(2)
$
132,000.00 July
25, 2035
II-LTM11
Variable(2)
$
150,000.00 July
25, 2035
II-LTZZ
Variable(2)
$
12,156,020.68 July
25, 2035
II-LTP
Variable(2)
$
100.00 July
25, 2035
II-1SUB
Variable(2)
$
36,327.38 July
25, 2035
II-1GRP
Variable(2)
$
179,838.19 July
25, 2035
II-2SUB
Variable(2)
$
12,152.78 July
25, 2035
II-2GRP
Variable(2)
$
60,162.08 July
25, 2035
II-XX
Variable(2)
$
1,199,712,803.64 July
25, 2035
II-IO
Variable(2)
$
N/A(3 July
25, 2035
</TABLE>
------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each REMIC
I
Regular Interest.
(2) Calculated in accordance with the
definition of "REMIC II Remittance
Rate" herein.
(3) REMIC II Regular Interest II-IO
will not have an Uncertificated
Balance, but will accrue interest on its Uncertificated
Notional
Amount.
<PAGE>
REMIC III
As
provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the REMIC II
Regular Interests as a REMIC for
federal income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC III." The Class R-III
Interest shall evidence the sole
class of "residual interests" in REMIC III
for purposes of the REMIC Provisions
under federal income tax law. The following
table irrevocably sets forth the
designation, the Pass-Through Rate, the
initial aggregate Certificate Principal
Balance and, for purposes of satisfying
Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated
Classes of Certificates.
Each Certificate, other than the Class P Certificate, the Class
CE
Certificate and the Class R Certificates,
represents ownership of a Regular
Interest in REMIC III and also represents
(i) the right to receive payments with
respect to the Net WAC Rate Carryover
Amount (as defined herein) and (ii) the
obligation to pay Class IO Distribution
Amounts (as defined herein). The
entitlement to principal of the Regular
Interest which corresponds to each
Certificate shall be equal in amount and
timing to the entitlement to principal
of such Certificate.
<TABLE>
INITIAL AGGREGATE
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE CERTIFICATE
PRINCIPAL BALANCE
MATURITY DATE(1)
-------------------------- ------------------- ---------------------------------
------------------------------
<S>
<C>
<C>
<C>
Class A-1A
Variable(2) $
635,570,000.00
July 25, 2035
Class A-1B
Variable(2) $
277,867,000.00
July 25, 2035
Class A-1C
Variable(2) $
336,199,000.00
July 25, 2035
Class A-1D
Variable(2) $
185,472,000.00
July 25, 2035
Class A-2A
Variable(2) $
211,512,000.00
July 25, 2035
Class A-2B
Variable(2) $
83,134,000.00
July 25, 2035
Class A-2C
Variable(2) $
116,455,000.00
July 25, 2035
Class A-2D
Variable(2) $
68,992,000.00
July 25, 2035
Class M-1
Variable(2) $
78,000,000.00
July 25, 2035
Class M-2
Variable(2) $
74,400,000.00
July 25, 2035
Class M-3
Variable(2) $
45,600,000.00
July 25, 2035
Class M-4
Variable(2) $
42,000,000.00
July 25, 2035
Class M-5
Variable(2) $
38,400,000.00
July 25, 2035
Class M-6
Variable(2) $
34,800,000.00
July 25, 2035
Class M-7
Variable(2) $
31,200,000.00
July 25, 2035
Class M-8
Variable(2) $
28,800,000.00
July 25, 2035
Class M-9
Variable(2) $
24,000,000.00
July 25, 2035
Class M-10
Variable(2) $
26,400,000.00
July 25, 2035
Class M-11
Variable(2) $
30,000,000.00
July 25, 2035
Class CE Interest
Variable(2)(3) $
31,201,568.13
July 25, 2035
Class P Interest
N/A(4)
$
100.00
July 25, 2035
Class SWAP-IO Interest
N/A(5)
July 25, 2035
</TABLE>
----------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for each Class
of
Certificates.
(2) Calculated in accordance with the
definition of "Pass-Through Rate"
herein.
(3) The Class CE Interest shall accrue
interest at its variable
Pass-Through Rate on the Notional Amount of the Class CE
Interest
outstanding from time to time which shall equal the
Uncertificated
Balance of the REMIC II Regular Interests (other than REMIC II
Regular
Interest II-LTP). The Class CE Interest shall not accrue interest
on
its Uncertificated Balance.
(4) The Class P Interest shall not
accrue interest.
(5) The Class SWAP-IO Interests will
not have a Pass-Through Rate or a
Certificate Principal Balance, but will be entitled to 100% of
amounts
distributed on REMIC II Regular Interest II-IO.
REMIC IV
As provided herein, the Trustee shall elect to treat the
segregated
pool of assets consisting of the Class CE
Interest as a REMIC for federal income
tax purposes, and such segregated pool of
assets shall be designated as "REMIC
IV." The Class R-IV Interest shall evidence
the sole class of "residual
interests" in REMIC IV for purposes of the
REMIC Provisions under federal income
tax law. The following table irrevocably
sets forth the designation, the
Pass-Through Rate, the initial aggregate
Certificate Principal Balance and, for
purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the
indicated Class of Certificates.
<TABLE>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class CE
Certificates
Variable(2)
$
31,201,568.13
July 25, 2035
</TABLE>
-----------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for the Class
CE
Certificates.
(2) The Class CE Certificates shall
receive 100% of amounts received in
respect of the Class CE Interest.
<PAGE>
REMIC V
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the
Class P Interest as a REMIC for
federal income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC V." The Class R-V
Interest represents the sole class of
"residual interests" in REMIC V for
purposes of the REMIC Provisions. The
following table irrevocably sets forth the
designation, the Pass-Through Rate,
the initial aggregate Certificate Principal
Balance and, for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated Class of
Certificates.
<TABLE>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
--------------------------------
------------------------ --------------------------- --------------------------
<S>
<C>
<C>
<C>
Class P
Certificates
Variable(2)
$
100.00
July 25, 2035
</TABLE>
------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for the Class
P
Certificates.
(2) The Class P Certificates shall
receive 100% of amounts received in
respect of the Class P Interest.
REMIC VI
As provided herein, the Trustee shall make an election to treat
the
segregated pool of assets consisting of the
Class SWAP-IO Interest as a REMIC
for federal income tax purposes, and such
segregated pool of assets shall be
designated as "REMIC VI." The Class R-VI
Interest represents the sole class of
"residual interests" in REMIC VI for
purposes of the REMIC Provisions. The
following table irrevocably sets forth the
designation, the Pass-Through Rate,
the initial aggregate Certificate Principal
Balance and, for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated REMIC VI
Regular Interest, which will be
uncertificated.
<TABLE>
INITIAL AGGREGATE
CERTIFICATE PRINCIPAL
LATEST POSSIBLE
DESIGNATION
PASS-THROUGH RATE
BALANCE
MATURITY DATE(1)
-------------------------- ------------------------
---------------------------- ----------------------------
<S>
<C>
<C>
<C>
SWAP-IO
Variable(2)
N/A
July 25, 2035
</TABLE>
------------------
(1) For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity
date for the Mortgage Loan with the latest maturity date has
been
designated as the "latest possible maturity date" for REMIC VI
Regular
Interest SWAP-IO.
(2) REMIC VI Regular Interest SWAP-IO
shall receive 100% of amounts
received in respect of the Class SWAP-IO Interest.
As of the Cut-off Date, the Group I Mortgage Loans had an
aggregate Scheduled Principal Balance equal
to $1,798,381,913.40 and the Group
II Mortgage Loans had an aggregate
Scheduled Principal Balance equal to
$601,620,754.73.
In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the
Guarantor and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined
Terms.
Whenever used in this Agreement, including, without limitation, in
the
Preliminary Statement hereto, the following
words and phrases, unless the
context otherwise requires, shall have the
meanings specified in this Article.
Unless otherwise specified, all
calculations described herein shall be made on
the basis of a 360-day year consisting of
twelve 30-day months and all
calculations on each Regular Interest shall
be made on the basis of a 360-day
year and the actual number of days in the
month.
"Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P
Certificates and the Residual Certificates)
and each Distribution Date, interest
accrued during the related Interest Accrual
Period at the Pass-Through Rate for such
Certificate for such Distribution Date
on the Certificate Principal Balance, in
the case of the Adjustable-Rate
Certificates and the Fixed-Rate
Certificates, or on the Notional Amount, in the
case of the Class CE Certificates, of such
Certificate immediately prior to such
Distribution Date. The Class P Certificates
are not entitled to distributions in
respect of interest and, accordingly, shall
not accrue interest. All
distributions of interest on the
Adjustable-Rate Certificates shall be
calculated on the basis of a 360-day year
and the actual number of days in the
applicable Interest Accrual Period. All
distributions of interest on the
Fixed-Rate Certificates and the Class CE
Certificates shall be based on a
360-day year consisting of twelve 30-day
months. Accrued Certificate Interest
with respect to each Distribution Date, as
to any Class A Certificate or
Mezzanine Certificate, shall be reduced by
an amount equal to the portion
allocable to such Certificate pursuant to
Section 1.02 hereof of the sum of (a)
the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date
to the extent not covered by payments
pursuant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to
Section 1.02 and (b) the aggregate
amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates
pursuant to Section 1.02. Accrued
Certificate Interest with respect to each
Distribution Date and any Class CE
Certificate shall be reduced by (a)
Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates
pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any,
allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an
amount equal to the portion of
Realized Losses, if any, allocable to
interest on the Class CE Certificate
pursuant to Section 4.04 hereof.
"Adjustable-Rate Certificates": The Class A Certificates and
the
Mezzanine Certificates.
"Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified
on the Mortgage Loan Schedule as having a
Mortgage Rate that is subject to
adjustment.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage
Loan,
the first day of the month in which the
Mortgage Rate of such Mortgage Loan
changes pursuant to the related Mortgage
Note. The first Adjustment Date
following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan or REO Property, any advance
made
by the Master Servicer or a successor
Master Servicer in respect of any
Distribution Date representing the
aggregate of all payments of principal and
interest, net of the Servicing Fee, that
were due during the related Due Period
on the Mortgage Loans and that were
delinquent on the related Determination
Date, plus certain amounts representing
assumed payments not covered by any
current net income on the Mortgaged
Properties acquired by foreclosure or deed
in lieu of foreclosure as determined
pursuant to Section 4.03.
"Affiliate": With respect to any specified Person, any other
Person
controlling or controlled by or under
common control with such specified Person.
For the purposes of this definition,
"control," when used with respect to any
specified Person, means the power to direct
the management and policies of such
Person, directly or indirectly, whether
through the ownership of voting
securities, by contract or otherwise, and
the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
"Agreement": This Pooling and Servicing Agreement and all
amendments
hereof and supplements hereto.
"Allocated Realized Loss Amount": With respect to any
Distribution
Date and any Class of Mezzanine
Certificates, the sum of (i) the Realized Losses
allocated to such Class of Certificates on
such Distribution Date and (ii) the
amount of any Allocated Realized Loss
Amount for such Class of Certificates
remaining undistributed from the previous
Distribution Date, reduced by the
amount of the increase in the Certificate
Principal Balance of such Class of
Certificates due to the receipt of
Subsequent Recoveries as provided in Section
4.01.
"Applicable Regulations": As to any Mortgage Loan, all federal,
state
and local laws, statutes, rules and
regulations applicable thereto.
"Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form
(excepting therefrom if applicable,
the mortgage recordation information which
has not been returned by the
applicable recorder's office and/or the
assignee's name), which is sufficient
under the laws of the jurisdiction wherein
the related Mortgaged Property is
located to reflect of record the sale of
the Mortgage.
"Available Funds": With respect to any Distribution Date, an
amount
equal to (1) the sum of (a) the aggregate
of the amounts on deposit in the
Collection Account and Distribution Account
as of the close of business on the
related Determination Date, including any
Subsequent Recoveries, (b) the
aggregate of any amounts received in
respect of an REO Property withdrawn from
any REO Account and deposited in the
Distribution Account for such Distribution
Date pursuant to Section 3.13, (c)
Compensating Interest, if any, deposited in
the Distribution Account by the Master
Servicer in respect of Prepayment
Interest Shortfalls for such Distribution
Date pursuant to Section 4.03(e), (d)
the aggregate of any Advances made by the
Master Servicer for such Distribution
Date pursuant to Section 4.03 and (e) the
aggregate of any Advances made by the
successor Master Servicer or the Trustee
for such Distribution Date pursuant to
Section 7.02(b), reduced (to not less than
zero) by (2) the sum of (x) the
portion of the amount described in clause
(1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans
received from a Mortgagor on or prior to
the Determination Date but due during any
Due Period subsequent to the related
Due Period, (ii) Principal Prepayments on
the Mortgage Loans received after the
related Prepayment Period (together with
any interest payments received with
such Principal Prepayments to the extent
they represent the payment of interest
accrued on the Mortgage Loans during a
period subsequent to the end of the prior
calendar month), (iii) Liquidation
Proceeds, Insurance Proceeds and Subsequent
Recoveries received in respect of the
Mortgage Loans after the related
Prepayment Period, (iv) the Trustee Fee
payable from the Distribution Account
pursuant to Section 8.05, (v) amounts
reimbursable or payable to the Depositor,
the Master Servicer, the Trustee, the
Seller or any Sub-Servicer pursuant to
Section 3.05, Section 3.06 or Section 7.01
or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (vi) the
Custodian Fee payable from the
Distribution Account pursuant to Section
8.05, (vii) amounts deposited in the
Collection Account or the Distribution
Account in error and (viii) the amount of
any Prepayment Charges collected by the
Master Servicer and the amount of any
Master Servicer Prepayment Charge Payment
Amounts and (y) any Net Swap Payment
or Swap Termination Payment owed to the
Swap Provider.
"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of
the
United States Code), as amended.
"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized
Loss
resulting from a Deficient Valuation or
Debt Service Reduction.
"Book-Entry Certificate": Any Certificate registered in the name
of
the Depository or its nominee. Initially,
the Book-Entry Certificates shall be
the Class A Certificates and the Mezzanine
Certificates.
"Book-Entry Custodian": The custodian appointed pursuant to
Section
5.01.
"Business Day":
Any day other than a Saturday, a Sunday or a day on
which banking or savings and loan
institutions in the State of California, the
State of New York, or in the city in which
the Corporate Trust Office of the
Trustee or the office of the Guarantor is
located, are authorized or obligated
by law or executive order to be closed.
"Certificate": Any one of the Depositor's Asset-Backed
Pass-Through
Certificates, Series 2005-WCW2, Class A-1A,
Class A-1B, Class A-1C, Class A-1D,
Class A-2A, Class A-2B, Class A-2C, Class
A-2D, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10,
Class M-11, Class CE, Class P, Class R and
Class R-X, issued under this
Agreement.
"Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a
fraction, expressed as a decimal
carried to six places, the numerator of
which is the Certificate Principal
Balance (or the Notional Amount, in the
case of the Class CE Certificates) of
such Class of Certificates on such
Distribution Date (after giving effect to any
distributions of principal and allocations
of Realized Losses in reduction of
the Certificate Principal Balance (or the
Notional Amount, in the case of the
Class CE Certificates) of such Class of
Certificates to be made on such
Distribution Date), and the denominator of
which is the initial aggregate
Certificate Principal Balance (or the
Notional Amount, in the case of the Class
CE Certificates) of such Class of
Certificates as of the Closing Date.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the
Certificate Register, except that a
Disqualified Organization or a Non-United
States Person shall not be a Holder of
a Residual Certificate for any purposes
hereof and, solely for the purposes of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor or the Seller or any
Affiliate thereof shall be deemed not
to be outstanding and the Voting Rights to
which it is entitled shall not be
taken into account in determining whether
the requisite percentage of Voting
Rights necessary to effect any such consent
has been obtained, except as
otherwise provided in Section 11.01. The
Trustee, the Guarantor and the NIMS
Insurer may conclusively rely upon a
certificate of the Depositor or the Seller
in determining whether a Certificate is
held by an Affiliate thereof. All
references herein to "Holders" or
"Certificateholders" shall reflect the rights
of Certificate Owners as they may
indirectly exercise such rights through the
Depository and participating members
thereof, except as otherwise specified
herein; provided, however, that the
Trustee, the Guarantor and the NIMS Insurer
shall be required to recognize as a
"Holder" or "Certificateholder" only the
Person in whose name a Certificate is
registered in the Certificate Register.
"Certificate Margin": With respect to each Adjustable-Rate
Certificate
and, for purposes of the Marker Rate, the
specified REMIC II Regular Interest,
as follows:
Certificate Margin
REMIC II Regular
-------------------------------
Class
Interest
(1) (%)
(2) (%)
---------
--------------------
-----------
------------
A-1A
II-LTA1A
0.040
0.080
A-1B
II-LTA1B
0.080
0.160
A-1C
II-LTA1C
0.140
0.280
A-1D
II-LTA1D
0.230
0.460
A-2A
II-LTA2A
0.090
0.180
A-2B
II-LTA2B
0.150
0.300
A-2C
II-LTA2C
0.260
0.520
A-2D
II-LTA2D
0.370
0.740
M-1
II-LTM1
0.500
0.750
M-2
II-LTM2
0.530
0.795
M-3
II-LTM3
0.550
0.825
M-4
II-LTM4
0.650
0.975
M-5
II-LTM5
0.680
1.020
M-6
II-LTM6
0.750
1.125
M-7
II-LTM7
1.300
1.950
M-8
II-LTM8
1.550
2.325
M-9
II-LTM9
2.000
3.000
M-10
II-LTM10
2.500
3.750
M-11
II-LTM11
2.500
3.750
------------------
(1) For the Interest Accrual Period
for each Distribution Date on or prior
to the Optional Termination Date.
(2) For the Interest Accrual Period
for each Distribution Date after the
Optional Termination Date.
"Certificate Owner": With respect to a Book-Entry Certificate,
the
Person who is the beneficial owner of such
Certificate as reflected on the books
of the Depository or on the books of a
Depository Participant or on the books of
an indirect participating brokerage firm
for which a Depository Participant acts
as agent.
"Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class
P Certificate as of any date of
determination, the Certificate Principal
Balance of such Certificate on the
Distribution Date immediately prior to such
date of determination plus, with
respect to each Mezzanine Certificate, any
increase in the Certificate Principal
Balance of such Certificate pursuant to
Section 4.01 due to the receipt of
Subsequent Recoveries, minus all
distributions allocable to principal made
thereon on such Distribution Date and, in
the case of a Mezzanine Certificate,
Realized Losses allocated thereto on such
immediately prior Distribution Date
(or, in the case of any date of
determination up to and including the first
Distribution Date, the initial Certificate
Principal Balance of such
Certificate, as stated on the face
thereof). With respect to each Class CE
Certificate as of any date of
determination, an amount equal to the Percentage
Interest evidenced by such Certificate
times the excess, if any, of (A) the then
aggregate Uncertificated Balance of the
REMIC III Regular Interests over (B) the
then aggregate Certificate Principal
Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P
Certificates then outstanding.
"Certificate Register" and "Certificate Registrar": The
register
maintained and the registrar appointed
pursuant to Section 5.02.
"Class": Collectively, all of the Certificates bearing the same
class
designation.
"Class A Certificate": Any one of the Class A-1A, Class A-1B,
Class
A-1C, Class A-1D, Class A-2A, Class A-2B,
Class A-2C or Class A-2D Certificates.
"Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the
sum of (i) the Senior Group I
Principal Distribution Amount and (ii) the
Senior Group II Principal
Distribution Amount.
"Class A-1A Certificate": Any one of the Class A-1A
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-1A and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-1B Certificate": Any one of the Class A-1B
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-1B and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-1C Certificate": Any one of the Class A-1C
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-1C and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-1D Certificate": Any one of the Class A-1D
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-1D and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-2A Certificate": Any one of the Class A-2A
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-2A and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-2B Certificate": Any one of the Class A-2B
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-2B and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-2C Certificate": Any one of the Class A-2C
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-2C and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class A-2D Certificate": Any one of the Class A-2D
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-2D and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class CE Certificate": Any one of the Class CE Certificates
executed
by the Trustee, and authenticated and
delivered by the Certificate Registrar,
substantially in the form annexed hereto as
Exhibit A-CE and and evidencing (i)
a Regular Interest in REMIC IV, (ii) the
obligation to pay Net WAC Rate
Carryover Amounts and Swap Termination
Payments and (iii) the right to receive
the Class IO Distribution Amount.
"Class CE Interest": An uncertificated interest in the Trust Fund
held
by the Trustee on behalf of the Holders of
the Class CE Certificates, evidencing
a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
"Class IO Distribution Amount": As defined in Section 3.20 hereof.
For
purposes of clarity, the Class IO
Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap
Administrator on such Distribution
Date in excess of the amount payable on the
Class SWAP-IO Interest on such
Distribution Date, all as further provided
in Section 3.20 hereof.
"Class SWAP-IO Interest": An uncertificated interest in the Trust
Fund
evidencing a Regular Interest in REMIC
III.
"Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-1 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-1 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 66.10% and (ii) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period (after giving
effect to scheduled payments of principal
due during the related Due Period, to
the extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$12,000,013.34.
"Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-2 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-2 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date) and (iii) the Certificate
Principal Balance of the Class M-2
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 72.30% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus
$12,000,013.34.
"Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-3 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-3 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date) and (iv)
the Certificate Principal Balance of the
Class M-3 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
76.10% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$12,000,013.34.
"Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-4 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-4 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 79.60% and (ii) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period (after giving
effect to scheduled payments of principal
due during the related Due Period, to
the extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$12,000,013.34.
"Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-5 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-5 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (vi) the Certificate
Principal Balance of the Class M-5
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 82.80% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus
$12,000,013.34.
"Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-6 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-6 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date) and (vii)
the Certificate Principal Balance of the
Class M-6 Certificates immediately
prior to such Distribution Date over (y)
the lesser of (A) the product of (i)
85.70% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) minus
$12,000,013.34.
"Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-7 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-7 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 88.30% and (ii) the
aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of
the related Due Period (after giving
effect to scheduled payments of principal
due during the related Due Period, to
the extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due
Period (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus
$12,000,013.34.
"Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-8 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-8 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date) and (ix) the Certificate
Principal Balance of the Class M-8
Certificates immediately prior to such
Distribution Date over (y) the lesser of
(A) the product of (i) 90.70% and (ii)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as
of the last day of the related Due Period
(after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus
$12,000,013.34.
"Class M-9
Certificate": Any one of the Class M-9 Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-9 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-9 Certificates immediately prior to
such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class
A Certificates (after taking into
account the payment of the Class A
Principal Distribution Amount on such
Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) and the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date) and (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 92.70% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus $12,000,013.34.
"Class M-10 Certificate": Any one of the Class M-10
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-10 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-10 Certificates immediately prior
to such Distribution Date and (II) the
excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of
the Class A Certificates (after
taking into account the payment of the
Class A Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) and the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution Date
(after taking into account the
payment of the Class M-9 Principal
Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal
Balance of the Class M-10 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 94.90% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus $12,000,013.34.
"Class M-11 Certificate": Any one of the Class M-11
Certificates
executed by the Trustee, and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-M-11 and
evidencing (i) a Regular Interest in REMIC
III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO
Distribution Amount.
"Class M-11 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than
zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class
M-11 Certificates immediately prior
to such Distribution Date and (II) the
excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of
the Class A Certificates (after
taking into account the payment of the
Class A Principal Distribution Amount on
such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1
Certificates (after taking into account the
payment of the Class M-1 Principal
Distribution Amount on such Distribution
Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates
(after taking into account the payment of
the Class M-2 Principal Distribution Amount
on such Distribution Date), (iv) the
Certificate Principal Balance of the Class
M-3 Certificates (after taking into
account the payment of the Class M-3
Principal Distribution Amount on such
Distribution Date), (v) the Certificate
Principal Balance of the Class M-4
Certificates (after taking into account the
payment of the Class M-4 Principal
Distribution Amount on such Distribution
Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates
(after taking into account the payment of
the Class M-5 Principal Distribution Amount
on such Distribution Date), (vii)
the Certificate Principal Balance of the
Class M-6 Certificates (after taking
into account the payment of the Class M-6
Principal Distribution Amount on such
Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7
Certificates (after taking into account the
payment of the Class M-7 Principal
Distribution Amount on such Distribution
Date), (ix) and the Certificate
Principal Balance of the Class M-8
Certificates (after taking into account the
payment of the Class M-8 Principal
Distribution Amount on such Distribution
Date), (x) the Certificate Principal
Balance of the Class M-9 Certificates
immediately prior to such Distribution Date
(after taking into account the
payment of the Class M-9 Principal
Distribution Amount on such Distribution
Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates
immediately prior to such Distribution Date
(after taking into account the
payment of the Class M-10 Principal
Distribution Amount on such Distribution
Date) and (xii) the Certificate Principal
Balance of the Class M-11 Certificates
immediately prior to such Distribution Date
over (y) the lesser of (A) the
product of (i) 97.40% and (ii) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) minus $12,000,013.34.
"Class P Certificate": Any one of the Class P Certificates executed
by
the Trustee, and authenticated and
delivered by the Certificate Registrar,
substantially in the form annexed hereto as
Exhibit A-P, representing the right
to distributions as set forth herein and
therein and evidencing a Regular
Interest in REMIC III for purposes of the
REMIC Provisions.
"Class P Interest": An uncertificated interest in the Trust Fund
held
by the Trustee on behalf of the Holders of
the Class P Certificates, evidencing
a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
"Class R Certificate": Any one of the Class R Certificates
executed,
authenticated and delivered by the Trustee,
substantially in the form annexed
hereto as Exhibit A-R and evidencing the
ownership of the Class R-I Interest,
the Class R-II Interest and the Class R-III
Interest.
"Class R-I Interest": The uncertificated Residual Interest in REMIC
I.
"Class R-II Interest": The uncertificated Residual Interest in
REMIC
II.
"Class R-III Interest": The uncertificated Residual Interest in
REMIC
III.
"Class R-IV Interest": The uncertificated Residual Interest in
REMIC
IV.
"Class R-V Interest": The uncertificated Residual Interest in REMIC
V.
"Class R-VI Interest": The uncertificated Residual Interest in
REMIC
VI.
"Class R-X Certificate": Any one of the Class R-X Certificates
executed by the Trustee and authenticated
and delivered by the Certificate
Registrar, substantially in the form
annexed hereto as Exhibit A-R-X and
evidencing the ownership of the Class R-IV
Interest, the Class R-V Interest and
the Class R-VI Interest.
"Closing Date": June 28, 2005.
"Combined Loan-to-Value Ratio": As of any date of determination,
the
fraction, expressed as a percentage, the
numerator of which is (i) the sum of
(a) the outstanding principal balance of
the related first-lien mortgage loan
plus (b) the Stated Principal Balance of
the related second-lien mortgage loan
and the denominator of which is (ii) the
Value of the related Mortgaged
Property.
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": The account or accounts created and
maintained
by the Master Servicer pursuant to Section
3.04(a), which shall be entitled
"Countrywide Home Loans Servicing LP, as
Master Servicer for Wells Fargo Bank,
N.A., as Trustee, in trust for the
registered holders of Park Place Securities,
Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WCW2." The Collection
Account must be an Eligible Account.
"Commission": The Securities and Exchange Commission.
"Compensating Interest": As defined in Section 4.03(e) hereof.
"Corporate Trust Office": The corporate trust office of the Trustee
at
which at any particular time its corporate
trust business with respect to this
Agreement shall be administered, which
office, at the date of the execution of
this Agreement is located at (i) for
purposes of the transfer and exchange of
the Certificates, Sixth and Marquette,
Minneapolis, Minnesota 55479-0113,
Attention: Corporate Trust Services--Park
Place Securities, Inc. Series
2005-WCW2, and (ii) for all other purposes,
9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Client Manager -
Park Place Securities, Inc. Series
2005-WCW2.
"Corresponding Certificate": With respect to each REMIC II
Regular
Interest, as follows:
REMIC II Regular Interest
Class
--------------------------------------------- ---------
REMIC II Regular Interest II-LTA1A
A-1A
REMIC II Regular Interest II-LTA1B
A-1B
REMIC II Regular Interest II-LTA1C
A-1C
REMIC II Regular Interest II-LTA1D
A-1D
REMIC II Regular Interest II-LTA2A
A-2A
REMIC II Regular Interest II-LTA2B
A-2B
REMIC II Regular Interest II-LTA2C
A-2C
REMIC II Regular Interest II-LTA2D
A-2D
REMIC II Regular Interest II-LTM1
M-1
REMIC II Regular Interest II-LTM2
M-2
REMIC II Regular Interest II-LTM3
M-3
REMIC II Regular Interest II-LTM4
M-4
REMIC II Regular Interest II-LTM5
M-5
REMIC II Regular Interest II-LTM6
M-6
REMIC II Regular Interest II-LTM7
M-7
REMIC II Regular Interest II-LTM8
M-8
REMIC II Regular Interest II-LTM9
M-9
REMIC II Regular Interest II-LTM10
M-10
REMIC II Regular Interest II-LTM11
M-11
REMIC III Regular Interest III-LTP
P
"Credit Enhancement Percentage": For any Distribution Date and
the
Class A Certificates and any Class of
Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after
taking into account distribution of
the Group I Principal Distribution Amount
and the Group II Principal
Distribution Amount to the Certificates
then entitled to distributions of
principal on such Distribution Date, the
numerator of which is the sum of the
aggregate Certificate Principal Balance of
the Classes of Certificates with a
lower distribution priority than such
Class, and the denominator of which is the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period).
"Cumulative Loss Percentage": With respect to any Distribution
Date,
the percentage equivalent of a fraction,
the numerator of which is the aggregate
amount of Realized Losses incurred from the
Cut-off Date to the last day of the
preceding calendar month (reduced by the
aggregate amount of Subsequent
Recoveries received from the Cut-off Date
through the last day of the related
Due Period) and the denominator of which is
the aggregate Stated Principal
Balance of the Mortgage Loans as of the
Cut-off Date.
"Custodian": A Custodian, which shall initially be Deutsche
Bank
National Trust Company pursuant to the
Custodial Agreement.
"Custodial Agreement": The custodial agreement dated as of the
Closing
Date, among the Master Servicer, the
Trustee and the Custodian providing for the
safekeeping of the Mortgage Files on behalf
of the Trustee in accordance with
this Agreement.
"Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant
to Section 8.05 as compensation for
all services rendered by it under the
Custodial Agreement equal to $0.20 for
each Mortgage File in the Custodian's
possession corresponding a Mortgage Loan.
"Custodian Fee Rate": The per annum fee paid to the Custodian on
each
Distribution Date equal to the Custodian
Fee expressed as a percentage of the
aggregate Stated Principal Balance of the
Mortgage Loans.
"Cut-off Date": With respect to any Mortgage Loan, the close of
business on June 1, 2005. With respect to
all Qualified Substitute Mortgage
Loans, their respective dates of
substitution. References herein to the "Cut-off
Date," when used with respect to more than
one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage
Loans.
"Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment
for such Mortgage Loan by a court of
competent jurisdiction in a proceeding
under the Bankruptcy Code, except such a
reduction resulting from a Deficient
Valuation.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation
of the related Mortgaged Property by a
court of competent jurisdiction in an
amount less than the then outstanding
Stated Principal Balance of the Mortgage
Loan, which valuation results from a
proceeding initiated under the Bankruptcy
Code.
"Definitive Certificates": As defined in Section 5.01(b).
"Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced
by
a Qualified Substitute Mortgage Loan.
"Delinquency Percentage": With respect to any Distribution Date,
the
percentage equivalent of a fraction, the
numerator of which is the aggregate
Stated Principal Balance of all Mortgage
Loans as of the last day of the
previous calendar month that, as of such
last day of the previous calendar
month, are 60 or more days delinquent
(measured under the OTS delinquency
calculation methodology and with respect to
modifications, measured as set forth
below), are in foreclosure, have been
converted to REO Properties or have been
discharged by reason of bankruptcy, and the
denominator of which is the
aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as
of the last day of the previous calendar
month; provided, however, that any
Mortgage Loan purchased by the Master
Servicer, the Guarantor or the NIMS
Insurer pursuant to Section 3.16 shall not
be included in either the numerator
or the denominator for purposes of
calculating the Delinquency Percentage.
"Depositor": Park Place Securities, Inc., a Delaware corporation,
or
its successor in interest.
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of
the initial Depository, for purposes
of registering those Certificates that are
to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York and a "clearing agency" registered
pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934,
as amended.
"Depository Institution": Any depository institution or trust
company,
including the Trustee, that (a) is
incorporated under the laws of the United
States of America or any State thereof, (b)
is subject to supervision and
examination by federal or state banking
authorities and (c) has outstanding
unsecured commercial paper or other
short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch
and "A-1" by S&P (or comparable
ratings if Moody's, Fitch and S&P are
not the Rating Agencies).
"Depository Participant": A broker, dealer, bank or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
"Determination Date": With respect to each Distribution Date, the
18th
day of the calendar month in which such
Distribution Date occurs or, if such
18th day is not a Business Day, the
Business Day immediately preceding such 18th
day.
"Directly Operate": With respect to any REO Property, the
furnishing
or rendering of services to the tenants
thereof, the management or operation of
such REO Property, the holding of such REO
Property primarily for sale to
customers, the performance of any
construction work thereon or any use of such
REO Property in a trade or business
conducted by REMIC I other than through an
Independent Contractor; provided, however,
that the Trustee (or the Master
Servicer on behalf of the Trustee) shall
not be considered to Directly Operate
an REO Property solely because the Trustee
(or the Master Servicer on behalf of
the Trustee) establishes rental terms,
chooses tenants, enters into or renews
leases, deals with taxes and insurance, or
makes decisions as to repairs or
capital expenditures with respect to such
REO Property.
"Disqualified Organization": Any of the following: (i) the
United
States, any State or political subdivision
thereof, any possession of the United
States, or any agency or instrumentality of
any of the foregoing (other than an
instrumentality which is a corporation if
all of its activities are subject to
tax and, except for Freddie Mac, a majority
of its board of directors is not
selected by such governmental unit), (ii)
any foreign government, any
international organization, or any agency
or instrumentality of any of the
foregoing, (iii) any organization (other
than certain farmers' cooperatives
described in Section 521 of the Code) which
is exempt from the tax imposed by
Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on
unrelated business taxable income), (iv)
rural electric and telephone
cooperatives described in Section
1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other
Person so designated by the Trustee based
upon an Opinion of Counsel that the holding
of an Ownership Interest in a
Residual Certificate by such Person may
cause any Trust REMIC or any Person
having an Ownership Interest in any Class
of Certificates (other than such
Person) to incur a liability for any
federal tax imposed under the Code that
would not otherwise be imposed but for the
Transfer of an Ownership Interest in
a Residual Certificate to such Person. The
terms "United States," "State" and
"international organization" shall have the
meanings set forth in Section 7701
of the Code or successor provisions.
"Distribution Account": The trust account or accounts created
and
maintained by the Trustee pursuant to
Section 3.04(e), which shall be entitled
"Wells Fargo Bank, N.A., as Trustee, in
trust for the registered Holders of Park
Place Securities, Inc., Asset-Backed
Pass-Through Certificates, Series
2005-WCW2." The Distribution Account must
be an Eligible Account.
"Distribution Date": The 25th day of any month, or if such 25th day
is
not a Business Day, the next succeeding
Business Day, commencing in July 2005.
"Due
Date": With respect to each Distribution Date, the first day of
the calendar month in which such
Distribution Date occurs, which is the day of
the month on which the Monthly Payment is
due on a Mortgage Loan, exclusive of
any days of grace.
"Due
Period": With respect to any Distribution Date, the period
commencing on the second day of the month
immediately preceding the month in
which such Distribution Date occurs and
ending on the related Due Date.
"Eligible Account": Any of (i) an account or accounts maintained
with
a Depository Institution or trust company
the short-term unsecured debt
obligations of which are rated "F-1" by
Fitch, "P-1" by Moody's and "A-1+" by
S&P (or comparable ratings if Fitch,
Moody's and S&P are not the Rating
Agencies) at the time any amounts are held
on deposit therein, (ii) an account
or accounts the deposits in which are fully
insured by the FDIC or (iii) a trust
account or accounts maintained with the
corporate trust department of a federal
or state chartered depository institution
or trust company acting in its
fiduciary capacity. Eligible Accounts may
bear interest.
"ERISA": The Employee Retirement Income Security Act of 1974,
as
amended.
"Escrow Account": The account or accounts created and
maintained
pursuant to Section 3.04(c).
"Escrow Payments": The amounts constituting taxes, and/or fire
and
hazard insurance premiums escrowed by the
Mortgagor with the mortgagee pursuant
to a voluntary escrow agreement related to
any Mortgage Loan.
"Estate in Real Property": A fee simple estate or leasehold estate
in
a parcel of land.
"Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates
and any Distribution Date, the
excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after
assuming that 100% of the Principal
Remittance Amount on such Distribution Date
has been distributed) over (ii) the
Overcollateralization Target Amount for
such Distribution Date.
"Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage
Loan (or the related REO Property), as of
any date of determination, a per annum
rate of interest equal to the applicable
Mortgage Rate thereon as of the first
day of the month preceding the month in
which the Distribution Date occurs minus
the Servicing Fee Rate and the Custodian
Fee Rate.
"Expense Adjusted Net Maximum Mortgage Rate": With respect to
any
Mortgage Loan (or the related REO
Property), as of any date of determination, a
per annum rate of interest equal to the
applicable Maximum Mortgage Rate (or the
Mortgage Rate for such Mortgage Loan in the
case of any Fixed-Rate Mortgage
Loan) as of the first day of the month
preceding the month in which the
Distribution Date occurs minus the sum of
(i) the Custodian Fee Rate and (ii)
the Servicing Fee Rate.
"Extraordinary Trust Fund Expense": Any amounts reimbursable to
the
Trustee, or any director, officer, employee
or agent of the Trustee, from the
Trust Fund pursuant to Section 8.05, any
amounts payable from the Distribution
Account in respect of taxes pursuant to
Section 10.01(g)(iii) and any amounts
payable by the Trustee for the recording of
the Assignments pursuant to Section
2.01.
"Fannie Mae": Fannie Mae, formally known as the Federal
National
Mortgage Association, or any successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor
thereto.
"Final Recovery Determination": With respect to any defaulted
Mortgage
Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased
by the Seller, the Depositor, the Master
Servicer, the Guarantor or the NIMS
Insurer pursuant to or as contemplated by
Section 2.03, Section 3.16(a) or
Section 9.01), a determination made by the
Master Servicer that all Insurance
Proceeds, Liquidation Proceeds and other
payments or recoveries which the Master
Servicer, in its reasonable good faith
judgment, expects to be finally
recoverable in respect thereof have been so
recovered. The Master Servicer shall
maintain records, prepared by a Servicing
Officer, of each Final Recovery
Determination made thereby.
"Fitch": Fitch Ratings, or its successor in interest.
"Fixed-Rate Certificates": None.
"Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified
on
the Mortgage Loan Schedule as having a
fixed Mortgage Rate.
"Fixed Swap Payment": With respect to any Distribution Date, a
fixed
amount equal to the related amount set
forth in the Interest Rate Swap
Agreement.
"Floating Swap Payment": With respect to any Distribution Date,
a
floating amount equal to the product of (i)
LIBOR (as determined pursuant to the
Interest Rate Swap Agreement for such
Distribution Date), (ii) the related Base
Calculation Amount (as defined in the
Interest Rate Swap Agreement), (iii) 250
and (iv) a fraction, the numerator of which
is the actual number of days elapsed
from and including the previous
Distribution Date to but excluding the current
Distribution Date (or, for the first
Distribution Date, the actual number of
days elapsed from the Closing Date to but
excluding the first Distribution
Date), and the denominator of which is
360.
"Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of
(i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related
Maximum Cap Rate.
"Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan
Mortgage Corporation, or any successor
thereto.
"Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan,
the fixed percentage set forth in the
related Mortgage Note that is added to the
Index on each Adjustment Date in accordance
with the terms of the related
Mortgage Note to determine the Mortgage
Rate for such Adjustable-Rate Mortgage
Loan.
"Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group I
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group I Certificates": The Class A-1A, Class A-1B Certificates,
Class
A-1C Certificates and Class A-1D
Certificates.
"Group I Interest Remittance Amount": With respect to any
Distribution
Date, that portion of the Available Funds
for such Distribution Date that
represents interest received or advanced on
the Group I Mortgage Loans.
"Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I.
All
Group I Mortgage Loans have a principal
balance at origination that conforms to
Fannie Mae loan limits.
"Group I Net WAC Allocation Percentage": With respect to any
Distribution Date, the percentage
equivalent of a fraction, the numerator of
which will be (x) the aggregate Stated
Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due
Period (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) and the
denominator of which will be (y) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Due Period (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period).
"Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
on the Group I Mortgage Loans due during
the related Due Period, to the extent
received on or prior to the related
Determination Date or advanced prior to such
Distribution Date; (ii) the Stated
Principal Balance of any Group I Mortgage
Loan that was purchased during the related
Prepayment Period pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection
Account in connection with the
substitution of a Deleted Mortgage Loan in
Loan Group I pursuant to Section 2.03
during the related Prepayment Period; (iii)
the principal portion of all other
unscheduled collections (including, without
limitation, Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries and REO
Principal Amortization) received during the
related Prepayment Period on the
Group I Mortgage Loans, net of any portion
thereof that represents a recovery of
principal for which an Advance was made by
the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group I
Allocation Percentage of the amount of any
Overcollateralization Increase Amount
for such Distribution Date MINUS (v) the
Group I Allocation Percentage of the
amount of any Overcollateralization
Reduction Amount for such Distribution Date.
In no event will the Group I Principal
Distribution Amount with respect to any
Distribution Date be (x) less than zero or
(y) greater than the then outstanding
aggregate Certificate Principal Balance of
the Class A and Mezzanine
Certificates.
"Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts
described in clauses (i) through (iii)
of the definition of Group I Principal
Distribution Amount.
Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the
percentage equivalent of a fraction,
the numerator of which is (x) the Group II
Principal Remittance Amount for such
Distribution Date and the denominator of
which is (y) the Principal Remittance
Amount for such Distribution Date.
"Group II Certificates": The Class A-2A, Class A-2B
Certificates,
Class A-2C Certificates and Class A-2D
Certificates.
"Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the
Available Funds for such Distribution
Date that represents interest received or
advanced on the Group II Mortgage
Loans.
"Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group
II.
"Group II Net WAC Allocation Percentage": With respect to any
Distribution Date, the percentage
equivalent of a fraction, the numerator of
which will be (x) the aggregate Stated
Principal Balance of the Group II
Mortgage Loans as of the last day of the
related Due Period (after giving effect
to scheduled payments of principal due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
the denominator of which will be (y)
the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day
of the related Due Period (after giving
effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced,
and unscheduled collections of principal
received during the related Prepayment
Period).
"Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the
principal portion of each Monthly Payment
on the Group II Mortgage Loans due during
the related Due Period, to the extent
received on or prior to the related
Determination Date or advanced prior to such
Distribution Date; (ii) the Stated
Principal Balance of any Group II Mortgage
Loan that was purchased during the related
Prepayment Period pursuant to or as
contemplated by Section 2.03, Section
3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection
Account in connection with the
substitution of a Deleted Mortgage Loan in
Loan Group II pursuant to Section
2.03 during the related Prepayment Period;
(iii) the principal portion of all
other unscheduled collections (including,
without limitation, Principal
Prepayments, Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and
REO Principal Amortization) received during
the related Prepayment Period on the
Group II Mortgage Loans, net of any portion
thereof that represents a recovery
of principal for which an Advance was made
by the Master Servicer pursuant to
Section 4.03 in respect of a preceding
Distribution Date and (iv) the Group II
Allocation Percentage of the amount of any
Overcollateralization Increase Amount
for such Distribution Date MINUS (v) the
Group II Allocation Percentage of the
amount of any Overcollateralization
Reduction Amount for such Distribution Date.
In no event will the Group II Principal
Distribution Amount with respect to any
Distribution Date be (x) less than zero or
(y) greater than the then outstanding
aggregate Certificate Principal Balance of
the Class A and Mezzanine
Certificates.
"Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts
described in clauses (i) through (iii)
of the definition of Group II Principal
Distribution Amount.
"Guaranteed Certificates": The Group I Certificates.
"Guaranteed Interest Distribution Amount": With respect to any
Distribution Date and the Guaranteed
Certificates, the amount, if any, after
giving effect to the distributions of the
Group I Interest Remittance Amount and
the Group II Interest Remittance Amount on
such Distribution Date, by which the
(i) the Senior Interest Distribution Amount
payable on each Class of the
Guaranteed Certificates for such
Distribution Date exceeds (ii) the amount of
interest actually distributed (without
giving effect to any Guarantor Payment)
to the Holders of the related Classes of
Guaranteed Certificates on such
Distribution Date.
"Guaranteed Principal Distribution Amount": With respect to (a)
any
Distribution Date other than the
Distribution Date in July 2035, the amount, if
any, by which (i) the aggregate Certificate
Principal Balance of the Guaranteed
Certificates (after giving effect to all
amounts distributable and allocable to
principal on the Guaranteed Certificates
but prior to giving effect to any
Guarantor Payment on such Distribution
Date) exceeds (ii) the aggregate Stated
Principal Balance of the Group I Mortgage
Loans (after giving effect to the
principal portion of Monthly Payments due
during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal received
during the related Prepayment Period) and
(b) the Distribution Date in July
2035, the amount equal to the aggregate
Certificate Principal Balance of the
Guaranteed Certificates (after giving
effect to all amounts distributable and
allocable to principal on the Guaranteed
Certificates, but prior to giving
effect to any Guarantor Payment on such
Distribution Date).
"Guarantor": Fannie Mae, or its successor in interest.
"Guarantor Deficiency Amount": With respect to any Distribution
Date,
the sum of (i) the Guaranteed Interest
Distribution Amount and (ii) the
Guaranteed Principal Distribution
Amount.
"Guarantor
Interest Reimbursement Amount": With respect to any
Distribution Date, (i) the sum of any
accrued but unpaid Guaranty Fees,
including the Guaranty Fee due on such
Distribution Date, and (ii) the sum of
all amounts paid by the Guarantor in
respect of the Guaranteed Interest
Distribution Amounts on all prior
Distribution Dates to the extent not
previously reimbursed.
"Guarantor Payment": Any payment made by the Guarantor in respect
of a
Guaranteed Interest Distribution Amount or
a Guaranteed Principal Distribution
Amount.
"Guarantor Principal Reimbursement Amount": With respect to any
Distribution Date, the sum of all amounts
paid by the Guarantor in respect of
Guaranteed Principal Distribution Amounts
on all prior Distribution Dates to the
extent not previously reimbursed.
"Guarantor Reimbursement Amount": With respect to any
Distribution
Date, the sum of the Guarantor Interest
Reimbursement Amount and the Guarantor
Principal Reimbursement Amount.
"Guaranty": The obligations of the Guarantor pursuant to Section
4.09.
"Guaranty Fee": With respect to any Distribution Date and with
respect
to each of the Guaranteed Certificates, the
fee payable to the Guarantor in
respect of its services as Guarantor that
accrues at the applicable Guaranty Fee
Rate for such Guaranteed Certificates on a
balance equal to the related
Certificate Principal Balance of such
Guaranteed Certificate immediately prior
to such Distribution Date computed on the
basis of a 360-day year consisting of
twelve 30-day months.
"Guaranty Fee Rate": The applicable per annum rate set forth in a
side
letter of the Guarantor, addressed to the
Trustee and the Seller.
"Highest Priority": As of any date of determination, the Class
of
Mezzanine Certificates then outstanding
with a Certificate Principal Balance
greater than zero, with the highest
priority for payments pursuant to Section
4.01, in the following order of decreasing
priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4
Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the
Class M-10 Certificates and the Class M-11
Certificates.
"HOEPA": The Home Ownership and Equity Protection Act of 1994.
"Indenture": An indenture relating to the issuance of notes secured
by
all or a portion of the Class CE
Certificates, the Class P Certificates and/or
the Class R Certificates, which may or may
not be guaranteed by the NIMS
Insurer.
"Independent": When used with respect to any specified Person,
any
such Person who (a) is in fact independent
of the Depositor, the Master
Servicer, the Seller and their respective
Affiliates, (b) does not have any
direct financial interest in or any
material indirect financial interest in the
Depositor, the Seller, the Master Servicer
or any Affiliate thereof, and (c) is
not connected with the Depositor, the
Seller, the Master Servicer or any
Affiliate thereof as an officer, employee,
promoter, underwriter, trustee,
partner, director or Person performing
similar functions; provided, however,
that a Person shall not fail to be
Independent of the Depositor, the Seller, the
Master Servicer or any Affiliate thereof
merely because such Person is the
beneficial owner of 1% or less of any class
of securities issued by the
Depositor or the Master Servicer or any
Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the
Master
Servicer) that would be an "independent
contractor" with respect to REMIC I
within the meaning of Section 856(d)(3) of
the Code if such REMIC were a real
estate investment trust (except that the
ownership tests set forth in that
section shall be considered to be met by
any Person that owns, directly or
indirectly, 35% or more of any Class of
Certificates), so long as such REMIC
does not receive or derive any income from
such Person and provided that the
relationship between such Person and such
REMIC is at arm's length, all within
the meaning of Treasury Regulation Section
1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if
the Trustee has received an Opinion of
Counsel to the effect that the taking of
any action in respect of any REO
Property by such Person, subject to any
conditions therein specified, that is
otherwise herein contemplated to be taken
by an Independent Contractor shall not
cause such REO Property to cease to qualify
as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code
(determined without regard to the
exception applicable for purposes of
Section 860D(a) of the Code), or cause any
income realized in respect of such REO
Property to fail to qualify as Rents from
Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and
each
related Adjustment Date, the average of the
interbank offered rates for
six-month United States dollar deposits in
the London market as published in THE
WALL STREET JOURNAL and as most recently
available as of the first business day
45 days or more prior to such Adjustment
Date, as specified in the related
Mortgage Note.
"Information Circular": The Information Circular of the
Depositor
dated June 24, 2005, relating to the
Guaranteed Certificates.
"Insurance Proceeds": Proceeds of any title policy, hazard policy
or
other insurance policy covering a Mortgage
Loan, to the extent such proceeds are
not to be applied to the restoration of the
related Mortgaged Property or
released to the Mortgagor in accordance
with the procedures that the Master
Servicer would follow in servicing mortgage
loans held for its own account,
subject to the terms and conditions of the
related Mortgage Note and Mortgage.
"Insured Notes": As defined in Section 1.03.
"Interest Accrual Period": With respect to any Distribution Date
and
the Adjustable-Rate Certificates, the
period commencing on the Distribution Date
in the month immediately preceding the
month in which such Distribution Date
occurs (or, in the case of the first
Distribution Date, commencing on the
Closing Date) and ending on the day
preceding such Distribution Date. With
respect to any Distribution Date and the
Class CE Certificates, the REMIC I
Regular Interests, the REMIC II Regular
Interests and the REMIC III Regular
Interests, the one-month period ending on
the last day of the calendar month
preceding the month in which such
Distribution Date occurs.
"Interest Carry Forward Amount": With respect to any Distribution
Date
and any Class of Class A Certificates or
Mezzanine Certificates, the sum of (i)
the amount, if any, by which (a) the
Interest Distribution Amount for such Class
of Certificates as of the immediately
preceding Distribution Date exceeded (b)
the actual amount distributed on such Class
of Certificates in respect of
interest on such immediately preceding
Distribution Date and (ii) the amount of
any Interest Carry Forward Amount for such
Class of Certificates remaining
undistributed from the previous
Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate
for the most recently ended Interest
Accrual Period.
"Interest Determination Date": With respect to the
Adjustable-Rate
Certificates, and solely for purposes of
calculating the Marker Rate, REMIC II
Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular
Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 and
any Interest Accrual Period therefor,
the second LIBOR Business Day preceding the
commencement of such Interest
Accrual Period.
"Interest Distribution Amount": With respect to any Distribution
Date
and any Class of Class A Certificates or
Mezzanine Certificates and the Class CE
Certificates, the aggregate Accrued
Certificate Interest on the Certificates of
such Class for such Distribution Date.
"Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of
June 28, 2005 (together with the
schedule thereto, the Master Agreement)
between Bear Stearns Financial Products
Inc. and the Trustee, an ISDA Credit
Support Annex (Bilateral Form-New York Law)
as of the same date, which supplements,
forms part of, and is subject to the
Master Agreement, and a confirmation of the
same date, which supplements and
forms part of the Master Agreement.
"Late Collections": With respect to any Mortgage Loan and any
Due
Period, all amounts received subsequent to
the Determination Date immediately
following such Due Period, whether as late
payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries or otherwise,
which represent late payments or
collections of principal and/or interest due
(without regard to any acceleration of
payments under the related Mortgage and
Mortgage Note) but delinquent for such Due
Period and not previously recovered.
"LIBOR Business Day": Any day on which banks in the City of London
and
the City of New York are open and
conducting transactions in United States
dollars.
"Liquidation Event": With respect to any Mortgage Loan, any of
the
following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage
Loan; or (iii) such Mortgage Loan is
removed from REMIC I by reason of its being
purchased, sold or replaced pursuant
to or as contemplated by Section 2.03,
Section 3.16(a) or Section 9.01. With
respect to any REO Property, either of the
following events: (i) a Final
Recovery Determination is made as to such
REO Property; or (ii) such REO
Property is removed from REMIC I by reason
of its being purchased pursuant to
Section 9.01.
"Liquidation Proceeds": The amount (other than Insurance Proceeds
or
amounts received in respect of the rental
of any REO Property prior to REO
Disposition) received by the Master
Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by
exercise of the power of eminent
domain or condemnation, (ii) the
liquidation of a defaulted Mortgage Loan
through a trustee's sale, foreclosure sale
or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or
an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.13,
Section 3.16(a) or Section 9.01.
"Loan Group": Loan Group I or Loan Group II, as the context
requires.
"Loan Group I": The group of Mortgage Loans identified in the
Mortgage
Loan Schedule as having been assigned to
Loan Group I.
"Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been
assigned to Loan Group II.
"Loan-to-Value Ratio": As of any date of determination and with
respect to first lien Mortgage Loans, the
fraction, expressed as a percentage,
the numerator of which is the Stated
Principal Balance of the related Mortgage
Loan at such date and the denominator of
which is the Value of the related
Mortgaged Property.
"Lost Note Affidavit": With respect to any Mortgage Loan as to
which
the original Mortgage Note has been
permanently lost, misplaced or destroyed and
has not been replaced, an affidavit from
the Seller certifying that the original
Mortgage Note has been lost, misplaced or
destroyed (together with a copy of the
related Mortgage Note) and indemnifying the
Trust Fund against any loss, cost or
liability resulting from the failure to
deliver the original Mortgage Note, in
the form of Exhibit B hereto.
"Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC
II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTM11
and REMIC II Regular Interest II-LTZZ, with
the rate on each such REMIC II
Regular Interest (other than REMIC II
Regular Interest II-LTZZ) subject to the
lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net
WAC Pass-Through Rate for the purpose of
this calculation for such Distribution
Date and with the rate on REMIC II Regular
Interest II-LTZZ subject to a cap of
zero for the purpose of this calculation;
provided, however, that solely for
this purpose, calculations of the REMIC II
Remittance Rate and the related caps
with respect to REMIC II Regular Interest
II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest
II-LTA1C, REMIC II Regular Interest
II-LTA1D, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest
II-LTM11, shall be multiplied by a
fraction, the numerator of which is the
actual number of days in the Interest
Accrual Period and the denominator of
which is 30.
"Master Servicer": Countrywide Home Loans Servicing LP or any
successor master servicer appointed as
herein provided, in its capacity as
Master Servicer hereunder.
"Master Servicer Event of Default": One or more of the events
described in Section 7.01.
"Master Servicer Prepayment Charge Payment Amount": The amounts
payable by the Master Servicer pursuant to
Section 2.03(b) in respect of any
waived (or, with respect to subsequent
changes of law, any unenforceable)
Prepayment Charges.
"Master Servicer Remittance Date": With respect to any
Distribution
Date, 1:00 p.m. New York time on the last
Business Day preceding such
Distribution Date.
"Master Servicer Reporting Date": With respect to any
Distribution
Date, 3:00 p.m. New York time on the 18th
day of the calendar month in which
such Distribution Date occurs or, if such
18th day is not a Business Day, the
Business Day immediately succeeding such
18th day.
"Maximum Cap Rate": For any Distribution Date with respect to
the
Group I Certificates, a per annum rate
equal to the sum of (i) the product of
(x) the weighted average of the Expense
Adjusted Net Maximum Mortgage Rates of
the Group I Mortgage Loans, weighted on the
basis of the outstanding Stated
Principal Balances of the Group I Mortgage
Loans as of the first day of the
month preceding the month of such
Distribution Date (after giving effect to
scheduled payments of principal due during
the related Due Period, to the extent
received or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) minus the
Guaranty Fee Rate and (y) a fraction,
the numerator of which is 30 and the
denominator of which is the actual number
of days elapsed in the related Interest
Accrual Period and (ii) an amount,
expressed as a percentage, equal to a
fraction, the numerator of which is equal
to the Net Swap Payment made by the Swap
Provider and the denominator of which
is equal to the aggregate Stated Principal
Balance of the Mortgage Loans,
multiplied by 12.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the sum of (i) the
product of (x) the weighted average
of the Expense Adjusted Net Maximum
Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the
outstanding Stated Principal Balances of the
Group II Mortgage Loans as of the first day
of the month preceding the month of
such Distribution Date (after giving effect
to scheduled payments of principal
due during the related Due Period, to the
extent received or advanced, and
unscheduled collections of principal
received during the related Prepayment
Period) and (y) a fraction, the numerator
of which is 30 and the denominator of
which is the actual number of days elapsed
in the related Interest Accrual
Period and (ii) an amount, expressed as a
percentage, equal to a fraction, the
numerator of which is equal to the Net Swap
Payment made by the Swap Provider
and the denominator of which is equal to
the aggregate Stated Principal Balance
of the Mortgage Loans, multiplied by
12.
For any Distribution Date with respect to the Mezzanine
Certificates,
a per annum rate equal to the sum of (i)
the product of (x) the weighted average
(weighted on the basis of the results of
subtracting from the aggregate Stated
Principal Balance of the applicable Loan
Group, the current Certificate
Principal Balance of the related Class A
Certificates) of the Maximum Cap Rate
for the Group I Certificates and the
Maximum Cap Rate for the Group II
Certificates and (y) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number
of days elapsed in the related
Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to
a fraction, the numerator of which is equal
to the Net Swap Payment made by the
Swap Provider and the denominator of which
is equal to the aggregate Stated
Principal Balance of the Mortgage Loans,
multiplied by 12.
"Maximum II-LTZZ Uncertificated Interest Deferral Amount": With
respect to any Distribution Date, the
excess of (i) accrued interest at the
REMIC II Remittance Rate applicable to
REMIC II Regular Interest II-LTZZ for
such Distribution Date on a balance equal
to the Uncertificated Balance of REMIC
II Regular Interest II-LTZZ minus the REMIC
II Overcollateralization Amount, in
each case for such Distribution Date, over
(ii) Uncertificated Interest on REMIC
II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 or
such Distribution Date, with the rate
on each such REMIC II Regular Interest
subject to a cap equal to the lesser of
(i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related Net
WAC Pass-Through Rate; provided, however,
that solely for this purpose,
calculations of the REMIC II Remittance
Rate and the related caps with respect
to each such REMIC II Regular Interest
(other than REMIC II Regular Interest
II-LTZZ) shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
"Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the
related Mortgage Note as the maximum
Mortgage Rate thereunder.
"Mezzanine Certificate": Any one of the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class
M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates, Class
M-10 Certificates and Class M-11
Certificates.
"Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage
Loan, the percentage set forth in the
related Mortgage Note as the minimum
Mortgage Rate thereunder.
"Monthly Payment": With respect to any Mortgage Loan, the
scheduled
monthly payment of principal and interest
on such Mortgage Loan which is payable
by the related Mortgagor from time to time
under the related Mortgage Note,
determined: (a) after giving effect to (i)
any Deficient Valuation and/or Debt
Service Reduction with respect to such
Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the
related Mortgagor pursuant to the
Relief Act; (b) without giving effect to
any extension granted or agreed to by
the Master Servicer pursuant to Section
3.02; and (c) on the assumption that all
other amounts, if any, due under such
Mortgage Loan are paid when due.
"Moody's": Moody's Investors Service, Inc., or its successor in
interest.
"Mortgage": The mortgage, deed of trust or other instrument
creating a
first lien or second lien on, or first
priority security interest in, a
Mortgaged Property securing a Mortgage
Note.
"Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan
and any additional documents required
to be added to the Mortgage File pursuant
to this Agreement.
"Mortgage Loan": Each mortgage loan transferred and assigned to
the
Trustee pursuant to Section 2.01 or Section
2.03(d) of this Agreement as held
from time to time as a part of REMIC I, the
Mortgage Loans so held being
identified in the Mortgage Loan
Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the
Seller
and the Depositor, regarding the transfer
of the Mortgage Loans by the Seller to
or at the direction of the Depositor,
substantially in the form of Exhibit D
annexed hereto.
"Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans
included in REMIC I on such date,
separately identifying the Group I Mortgage
Loans and the Group II Mortgage Loans,
attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the
following information with respect to
each Mortgage Loan:
(1) the Seller's Mortgage Loan identifying number;
(2) [Reserved];
(3) the state and zip code of the Mortgaged Property;
(4) a code indicating whether the Mortgaged Property is
owner-occupied;
(5) the type of Residential Dwelling constituting the Mortgaged
Property;
(6) the original months to maturity;
(7) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
origination;
(8) the Mortgage Rate in effect immediately following the
Cut-off
Date;
(9) the date on which the first Monthly Payment was due on the
Mortgage
Loan;
(10) the stated maturity date;
(11) the amount of the Monthly Payment due on the first Due Date
after
the Cut-off
Date;
(12) the last Due Date on which a Monthly Payment was actually
applied
to the unpaid
Stated Principal Balance;
(13) the original principal amount of the Mortgage Loan;
(14) the Scheduled
Principal Balance of the Mortgage Loan as of the
close of
business on the Cut-off Date;
(15) with respect to the Adjustable-Rate Mortgage Loans, the
Gross
Margin;
(16) a code indicating the purpose of the Mortgage Loan (I.E.,
purchase,
refinance debt consolidation cashout, or refinance debt
consolidation no
cashout);
(17) with respect to the Adjustable-Rate Mortgage Loans, the
Maximum
Mortgage
Rate;
(18) with respect to the Adjustable-Rate Mortgage Loans, the
Minimum
Mortgage
Rate;
(19) the Mortgage Rate at origination;
(20) with respect to the Adjustable-Rate Mortgage Loans, the
Periodic
Rate Cap and the
maximum first Adjustment Date Mortgage Rate adjustment;
(21) a code indicating the documentation program (I.E., Full
Documentation,
Limited Documentation or Stated Income);
(22) with respect to the Adjustable-Rate Mortgage Loans, the
first
Adjustment Date
immediately following the Cut-off Date;
(23) the risk grade assigned by the related Originator;
(24) the Value of the Mortgaged Property;
(25) the sale price of the Mortgaged Property, if applicable;
and
(26) the FICO score of the primary Mortgagor.
The Mortgage Loan Schedule shall set forth the following
information
with respect to the Mortgage Loans by Loan
Group and in the aggregate as of the
Cut-off Date: (1) the number of Mortgage
Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the
weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended
from time to time by the Depositor in
accordance with the provisions of this
Agreement. With respect to any Qualified
Substitute Mortgage Loan, the Cut-off Date
shall refer to the related Cut-off
Date for such Mortgage Loan, determined in
accordance with the definition of
Cut-off Date herein.
"Mortgage Note": The original executed note or other evidence of
the
indebtedness of a Mortgagor under a
Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Schedule
1
from time to time, and any REO Properties
acquired in respect thereof.
"Mortgage Rate": With respect to each Mortgage Loan, the annual
rate
at which interest accrues on such Mortgage
Loan from time to time in accordance
with the provisions of the related Mortgage
Note, which rate (i) with respect to
each Fixed-Rate Mortgage Loan shall remain
constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate
in effect immediately following the
Cut-off Date and (ii) with respect to each
Adjustable-Rate Mortgage Loan, (A) as
of any date of determination until the
first Adjustment Date following the
Cut-off Date shall be the rate set forth in
the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately
following the Cut-off Date and (B) as of any
date of determination thereafter shall be
the rate as adjusted on the most
recent Adjustment Date equal to the sum,
rounded to the nearest 0.125% as
provided in the Mortgage Note, of the
Index, as most recently available as of a
date prior to the Adjustment Date as set
forth in the related Mortgage Note,
plus the related Gross Margin; provided
that the Mortgage Rate on such
Adjustable-Rate Mortgage Loan on any
Adjustment Date shall never be more than
the lesser of (i) the sum of the Mortgage
Rate in effect immediately prior to
the Adjustment Date plus the related
Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall
never be less than the greater of (i)
the Mortgage Rate in effect immediately
prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the
related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes
an REO Property, as of any date of
determination, the annual rate determined
in accordance with the immediately
preceding sentence as of the date such
Mortgage Loan became an REO Property.
"Mortgaged Property": The underlying property identified in the
related Mortgage as securing a Mortgage
Loan, including any REO Property,
consisting of an Estate in Real Property
improved by a Residential Dwelling
(excluding for purposes of construing the
representations or warranties made in
the Mortgage Loan Purchase Agreement, any
improvements thereupon not considered
by the appraiser in determining the Value
of such Mortgaged Property).
"Mortgagor": The obligor on a Mortgage Note.
"Net Monthly Excess Cashflow": With respect to any Distribution
Date,
the sum of (i) any Overcollateralization
Reduction Amount for such Distribution
Date and (ii) the excess of (x) the
Available Funds for such Distribution Date
over (y) the sum for such Distribution Date
of (A) the Senior Interest
Distribution Amounts distributable to the
Class A Certificates, (B) the Interest
Distribution Amounts distributable to the
Mezzanine Certificates, (C) the
Principal Remittance Amount and (D) any
amount paid to the Guarantor pursuant to
Sections 4.01(a)(2) and 4.01(a)(3).
"Net Mortgage Rate": With respect to any Mortgage Loan (or the
related
REO Property) as of any date of
determination, a per annum rate of interest
equal to the then applicable Mortgage Rate
for such Mortgage Loan minus the
Servicing Fee Rate.
"Net Swap Payment": In the case of payments made by the Trust,
the
excess, if any, of (x) the Fixed Swap
Payment over (y) the Floating Swap Payment
and in the case of payments made by the
Swap Provider, the excess, if any, of
(x) the Floating Swap Payment over (y) the
Fixed Swap Payment. In each case, the
Net Swap Payment shall not be less than
zero. The Guaranty will not cover any
failure of the Trust to receive payments
pursuant to the Interest Rate Swap
Agreement.
"Net WAC Pass-Through Rate": For any Distribution Date with respect
to
the Group I Certificates, a per annum rate
equal to the product of (x) (a) the
weighted average of the Expense Adjusted
Net Mortgage Rates of the Group I
Mortgage Loans, weighted on the basis of
the outstanding Stated Principal
Balances of the Group I Mortgage Loans as
of the first day of the month
preceding the month of such Distribution
Date (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled collections of
principal received during the
related Prepayment Period) minus (b) the
Guaranty Fee Rate and (y) a fraction,
the numerator of which is 30 and the
denominator of which is the actual number
of days elapsed in the related Interest
Accrual Period minus (i) an amount,
expressed as a percentage, equal to the Net
Swap Payment, if any, paid by the
Trust for such Distribution Date divided by
the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) an
amount, expressed as a percentage,
equal to the Swap Termination Payment, if
any, due from the Trust for such
Distribution Date, divided by the aggregate
Stated Principal Balance of the
Mortgage Loans. For federal income tax
purposes, for any Distribution Date with
respect to the REMIC III Regular Interests
the ownership of which is represented
by the Group I Certificates, the economic
equivalent of such rate shall be
expressed as the weighted average (adjusted
for the actual number of days
elapsed in the related Interest Accrual
Period) of the REMIC II Remittance Rate
on REMIC II Regular Interest II-LT1GRP,
weighted on the basis of the
Uncertificated Balance of such REMIC II
Regular Interest, minus the Guaranty Fee
Rate.
For any Distribution Date with respect to the Group II
Certificates, a
per annum rate equal to the product of (x)
the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II
Mortgage Loans, weighted on the
basis of the outstanding Stated Principal
Balances of the Group II Mortgage
Loans as of the first day of the month
preceding the month of such Distribution
Date (after giving effect to scheduled
payments of principal due during the
related Due Period, to the extent received
or advanced, and unscheduled
collections of principal received during
the related Prepayment Period) and (y)
a fraction, the numerator of which is 30
and the denominator of which is the
actual number of days elapsed in the
related Interest Accrual Period minus (i)
an amount, expressed as a percentage, equal
to the Net Swap Payment, if any,
paid by the Trust for such Distribution
Date divided by the outstanding
principal balance of the Mortgage Loans and
(ii) an amount, expressed as a
percentage, equal to the Swap Termination
Payment, if any, due from the Trust
for such Distribution Date, divided by the
outstanding Stated Principal Balance
of the Mortgage Loans. For federal income
tax purposes, for any Distribution
Date with respect to the REMIC III Regular
Interests the ownership of which is
represented by the Group II Certificates,
the economic equivalent of such rate
shall be expressed as the weighted average
(adjusted for the actual number of
days elapsed in the related Interest
Accrual Period) of the REMIC II Remittance
Rate on REMIC II Regular Interest
II-LT2GRP, weighted on the basis of the
Uncertificated Balance of such REMIC II
Regular Interest.
For any Distribution Date with respect to the Mezzanine
Certificates,
a per annum rate (subject to adjustment
based on the actual number of days
elapsed in the related Interest Accrual
Period) equal to the weighted average
(weighted on the basis of the results of
subtracting from the aggregate Stated
Principal Balance of each Loan Group the
current aggregate Certificate Principal
Balance of the related Class A
Certificates) of the Net WAC Pass-Through Rate
for the Group I Certificates and the Net
WAC Pass-Through Rate for the Group II
Certificates. For federal income tax
purposes, for any Distribution Date with
respect to the REMIC III Regular Interests
the ownership of which is represented
by the Mezzanine Certificates, the economic
equivalent of such rate shall be
expressed as the weighted average (adjusted
for the actual number of days
elapsed in the related Interest Accrual
Period) of the REMIC II Remittance Rates
on (a) REMIC II Regular Interest II-LT1SUB,
subject to a cap and a floor equal
to the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group
I Mortgage Loans and (b) REMIC II Regular
Interest II-LT2SUB, subject to a cap
and a floor equal to the weighted average
of the Expense Adjusted Net Mortgage
Rates of the Group II Mortgage Loans,
weighted on the basis of the
Uncertificated Balance of each such REMIC
II Regular Interest.
"Net WAC Rate Carryover Amount": With respect to any Class of Class
A
Certificates and the Mezzanine Certificates
and any Distribution Date, the sum
of (A) the excess, if any, of (i) the
amount of interest such Certificates would
have accrued for such Distribution Date had
the applicable Pass-Through Rate
been calculated at the related Formula
Rate, over (ii) the amount of interest
accrued on such Certificates at the related
Net WAC Pass-Through Rate for such
Distribution Date and (B) the related Net
WAC Rate Carryover Amount for the
previous Distribution Date not previously
paid, together with interest thereon
at a rate equal to the related Formula Rate
applicable for such Class in each
case for the Interest Accrual Period for
the current Distribution Date.
"Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover
Reserve Account established and maintained
pursuant to Section 4.11.
"New Lease": Any lease of REO Property entered into on behalf of
REMIC
I, including any lease renewed or extended
on behalf of REMIC I, if REMIC I has
the right to renegotiate the terms of such
lease.
"NIMS Insurer": Any insurer that is guaranteeing certain
payments
under notes secured by collateral which
includes, among other things, all or a
portion of the Class CE Certificates, the
Class P Certificates and/or the
Residual Certificates.
"Nonrecoverable Advance": Any Advance previously made or proposed
to
be made in respect of a Mortgage Loan or
REO Property that, in the good faith
business judgment of the Master Servicer,
will not or, in the case of a proposed
Advance, would not be ultimately
recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds
on such Mortgage Loan or REO Property
as provided herein.
"Nonrecoverable Servicing Advance": Any Servicing Advance
previously
made or proposed to be made in respect of a
Mortgage Loan or REO Property that,
in the good faith business judgment of the
Master Servicer, shall not or, in the
case of a proposed Servicing Advance, would
not be ultimately recoverable from
related Late Collections, Insurance
Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided
herein.
"Non-United States Person": Any Person other than a United
States
Person.
"Notice of Claim": On the third Business Day preceding each
Distribution Date, the Trustee shall
deliver to the Guarantor (by electronic
medium as specified in the next sentence) a
statement identifying the Guarantor
Deficiency Amount with respect to a
Distribution Date, separately identifying
the amounts attributable to principal and
interest. The Trustee shall deliver
such statement on or before 3:00 noon (New
York time) on such day via the
internet using the following domain name:
bond_admin@fanniemae.com.
"Notional Amount": With respect to the Class CE Interest and
any
Distribution Date, the aggregate
Uncertificated Balance of the REMIC II Regular
Interests (other than REMIC II Regular
Interest II-LTIO and REMIC II Regular
Interest II-LTP), immediately prior to such
Distribution Date.
"Offered Certificate": Any one of the Class A Certificates and
the
Mezzanine Certificates (other than the
Private Mezzanine Certificates) issued
under this Agreement.
"Officers' Certificate": With respect to the Depositor, a
certificate
signed by the Chairman of the Board, the
Vice Chairman of the Board, the
President or a vice president (however
denominated), and by the Treasurer, the
Secretary, or one of the assistant
treasurers or assistant secretaries. With
respect to the Master Servicer, any officer
who is authorized to act for the
Master Servicer in matters relating to this
Agreement, and whose action is
binding upon the Master Servicer, initially
including those individuals whose
names appear on the list of authorized
officers delivered at the closing.
"One-Month LIBOR": With respect to the Adjustable-Rate
Certificates,
REMIC II Regular Interest II-LTA1A, REMIC
II Regular Interest II-LTA1B, REMIC II
Regular Interest II-LTA1C, REMIC II Regular
Interest II-LTA1D, REMIC II Regular
Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 and
any Interest Accrual Period therefor,
the rate determined by the Trustee on the
related Interest Determination Date on
the basis of the offered rate for one-month
U.S. dollar deposits, as such rate
appears on Telerate Page 3750 as of 11:00
a.m. (London time) on such Interest
Determination Date; provided that if such
rate does not appear on Telerate Page
3750, the rate for such date shall be
determined on the basis of the offered
rates of the Reference Banks for one-month
U.S. dollar deposits, as of 11:00
a.m. (London time) on such Interest
Determination Date. In such event, the
Trustee shall request the principal London
office of each of the Reference Banks
to provide a quotation of its rate. If on
such Interest Determination Date, two
or more Reference Banks provide such
offered quotations, One-Month LIBOR for the
related Interest Accrual Period shall be
the arithmetic mean of such offered
quotations (rounded upwards, if necessary,
to the nearest whole multiple of
1/16%). If on such Interest Determination
Date, fewer than two Reference Banks
provide such offered quotations, One-Month
LIBOR for the related Interest
Accrual Period shall be the higher of (i)
LIBOR as determined on the previous
Interest Determination Date and (ii) the
Reserve Interest Rate. Notwithstanding
the foregoing, if, under the priorities
described above, LIBOR for an Interest
Determination Date would be based on LIBOR
for the previous Interest
Determination Date for the third
consecutive Interest Determination Date, the
Trustee shall select, after consultation
with the Depositor and the NIMS
Insurer, an alternative comparable index
(over which the Trustee has no
control), used for determining one-month
Eurodollar lending rates that is
calculated and published (or otherwise made
available) by an independent party.
"Opinion of Counsel": A written opinion of counsel, who may,
without
limitation, be salaried counsel for the
Depositor or the Master Servicer
acceptable to the Trustee, if such opinion
is delivered to the Trustee,
acceptable to the NIMS Insurer, if such
opinion is delivered to the NIMS
Insurer, and acceptable to the Guarantor,
if such opinion is delivered to the
Guarantor, except that any opinion of
counsel relating to (a) the qualification
of any Trust REMIC as a REMIC or (b)
compliance with the REMIC Provisions must
be an opinion of Independent counsel.
"Optional Termination Date": The first Distribution Date on which
the
aggregate Stated Principal Balance of the
Mortgage Loans (and properties
acquired in respect thereof) remaining in
the Trust Fund is reduced to an amount
less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date.
"Originators": Collectively, Argent Mortgage Company, LLC and
Olympus
Mortgage Company.
"Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of
(a) the Overcollateralization Target
Amount applicable to such Distribution Date
over (b) the Overcollateralized
Amount applicable to such Distribution Date
(calculated for this purpose only,
after assuming that 100% of the Principal
Remittance Amount on such Distribution
Date has been distributed).
"Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the
Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the
Net Monthly Excess Cashflow for such
Distribution Date.
"Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the
lesser of (a) the Excess
Overcollateralized Amount on such
Distribution Date and (b) the Principal
Remittance Amount on such Distribution
Date.
"Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown
Date, 1.30% of the aggregate Stated
Principal Balance of the Mortgage Loans as
of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event
is not in effect, the greater of (x)
2.30% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the
last day of the related Due Period (after
giving effect to scheduled payments of
principal due during the related Due
Period, to the extent received or advanced
and unscheduled collections of principal
received during the related Prepayment
Period) and (y) $12,000,013.34, or (iii) on
or after the Stepdown Date and if a
Trigger Event is in effect, the
Overcollateralization Target Amount for the
immediately preceding Distribution Date.
Notwithstanding the foregoing, on and
after any Distribution Date following the
reduction of the aggregate Certificate
Principal Balance of the Class A
Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target
Amount shall be zero.
"Overcollateralized Amount": With respect to any Distribution
Date,
the excess, if any, of (a) the aggregate
Stated Principal Balances of the
Mortgage Loans and REO Properties
immediately following such Distribution Date
(after giving effect to scheduled payments
of principal due during the related
Due Period, to the extent received or
advanced, and unscheduled collections of
principal received during the related
Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balances of
the Class A Certificates, the
Mezzanine Certificates and the Class P
Certificates as of such Distribution Date
(after giving effect to distributions to be
made on such Distribution Date).
"Ownership Interest": As to any Certificate, any ownership or
security
interest in such Certificate, including any
interest in such Certificate as the
Holder thereof and any other interest
therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
"Pass-Through Rate": With respect to any Class of
Adjustable-Rate
Certificates and any Distribution Date, the
lesser of (x) the related Formula
Rate for such Distribution Date and (y) the
related Net WAC Pass-Through Rate
for such Distribution Date.
With respect to the Class CE Interest and any Distribution Date,
a
rate per annum equal to the percentage
equivalent of a fraction, the numerator
of which is (x) the sum of (i) 100% of the
interest on REMIC II Regular Interest
II-LTP and (ii) interest on the
Uncertificated Balance of each REMIC II Regular
Interest listed in clause (y) at a rate
equal to the related REMIC II Remittance
Rate minus the Marker Rate and the
denominator of which is (y) the aggregate
Uncertificated Balance of REMIC II Regular
Interests II-LTAA, II-LTIA1A,
II-LTA1B, II-LTA1C, II-LTA1D, II-LTA2A,
II-LTA2B, II-LTA2C, II-LTA2D, II-LTM1,
II-LTM2, II-LTM3, II-LTM4, II-LTM5,
II-LTM6, II-LTM7, II-LTM8, II-LTM9,
II-LTM10, II-LTM11 and II-LTZZ.
With respect to the Class SWAP-IO Interest, the Class SWAP-IO
Interest
shall not have a Pass-Through Rate, but
interest for such Regular Interest and
each Distribution Date shall be an amount
equal to 100% of the amounts
distributable to REMIC II Regular Interest
II-IO for such Distribution Date.
"Percentage Interest": With respect to any Class of
Certificates
(other than the Residual Certificates), the
undivided percentage ownership in
such Class evidenced by such Certificate,
expressed as a percentage, the
numerator of which is the initial
Certificate Principal Balance or Notional
Amount represented by such Certificate and
the denominator of which is the
aggregate initial Certificate Principal
Balance or Notional Amount of all of the
Certificates of such Class. The Class A
Certificates (other than the Group I
Certificates) and the Mezzanine
Certificates (other than the Private Mezzanine
Certificates) are issuable only in minimum
Percentage Interests corresponding to
minimum initial Certificate Principal
Balances of $25,000 and integral multiples
of $1.00 in excess thereof. The Group I
Certificates are issuable only in
minimum Percentage Interests corresponding
to minimum initial Certificate
Principal Balances of $1,000 and integral
multiples of $1.00 in excess thereof.
The Private Mezzanine Certificates are
issuable only in minimum Percentage
Interests corresponding to minimum initial
Certificate Principal Balances of
$50,000 and integral multiples of $1.00 in
excess thereof. The Class P
Certificates are issuable only in minimum
Percentage Interests corresponding to
minimum initial Certificate Principal
Balances of $20 and integral multiples
thereof. The Class CE Certificates are
issuable only in minimum Percentage
Interests corresponding to minimum initial
Notional Amount of $10,000 and
integral multiples of $1.00 in excess
thereof; provided, however, that a single
Certificate of such Class of Certificates
may be issued having a Percentage
Interest corresponding to the remainder of
the aggregate initial Certificate
Principal Balance or Notional Amount of
such Class or to an otherwise authorized
denomination for such Class plus such
remainder. With respect to any Residual
Certificate, the undivided percentage
ownership in such Class evidenced by such
Certificate, as set forth on the face of
such Certificate. The Residual
Certificates are issuable in Percentage
Interests of 20% and multiples thereof.
"Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage
Loan and any Adjustment Date therefor, the
fixed percentage set forth in the
related Mortgage Note, which is the maximum
amount by which the Mortgage Rate
for such Mortgage Loan may increase or
decrease (without regard to the Maximum
Mortgage Rate or the Minimum Mortgage Rate)
on such Adjustment Date from the
Mortgage Rate in effect immediately prior
to such Adjustment Date.
"Permitted Investments": Any one or more of the following
obligations
or securities acquired at a purchase price
of not greater than par, regardless
of whether issued by the Depositor, the
Master Servicer, the NIMS Insurer, the
Trustee or any of their respective
Affiliates:
(i) direct obligations of, or obligations fully guaranteed as
to
timely payment
of principal and interest by, the United States or any
agency or
instrumentality thereof, provided such obligations are backed
by
the full faith
and credit of the United States;
(ii) demand and time deposits in, certificates of deposit of,
or
bankers'
acceptances (which shall each have an original maturity of not
more than 90
days and, in the case of bankers' acceptances, shall in no
event have an
original maturity of more than 365 days or a remaining
maturity of more
than 30 days) denominated in United States dollars and
issued by, any
Depository Institution;
(iii) repurchase obligations with respect to any security described
in
clause (i) above
entered into with a Depository Institution (acting as
principal);
(iv) securities bearing interest or sold at a discount that are
issued
by any
corporation incorporated under the laws of the United States of
America or any
state thereof and that are rated by each Rating Agency that
rates such
securities in its highest long-term unsecured rating categories
at the time of
such investment or contractual commitment providing for such
investment;
(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 30 days after the date of acquisition thereof)
that is rated by
each Rating Agency that rates such securities in its
highest
short-term unsecured debt rating available at the time of such
investment;
(vi) units of money market funds, including money market funds
advised
by the Trustee
or an Affiliate thereof, that have been rated "Aaa" by
Moody's, "AAA"
by Fitch and "AAAm" by S&P (if rated by the respective
Rating
Agencies); and
(vii) if previously confirmed in writing to the Trustee and
consented
to by the NIMS
Insurer and the Guarantor, any other demand, money market or
time deposit, or
any other obligation, security or investment, as may be
acceptable to
the Rating Agencies as a permitted investment of funds
backing
securities having ratings equivalent to its highest initial
rating
of the Class A
Certificates;
provided, however, that no instrument
described hereunder shall evidence either
the right to receive (a) only interest with
respect to the obligations
underlying such instrument or (b) both
principal and interest payments derived
from obligations underlying such instrument
and the interest and principal
payments with respect to such instrument
provide a yield to maturity at par
greater than 120% of the yield to maturity
at par of the underlying obligations.
"Permitted Transferee": Any Transferee of a Residual Certificate
other
than a Disqualified Organization or
Non-United States Person.
"Person": Any individual, corporation, partnership, joint
venture,
association, joint-stock company, trust,
unincorporated organization or
government or any agency or political
subdivision thereof.
"Plan": Any employee benefit plan or certain other retirement
plans
and arrangements, including individual
retirement accounts and annuities, Keogh
plans and bank collective investment funds
and insurance company general or
separate accounts in which such plans,
accounts or arrangements are invested,
that are subject to ERISA or Section 4975
of the Code.
"Prepayment Assumption": As defined in the Prospectus
Supplement.
"Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, fee or charge payable
by a Mortgagor in connection with any
Principal Prepayment pursuant to the terms
of the related Mortgage Note as from
time to time held as a part of the Trust
Fund, the Prepayment Charges so held
being identified in the Prepayment Charge
Schedule (other than any Master
Servicer Prepayment Charge Payment
Amount).
"Prepayment Charge Schedule": As of any date, the list of
Prepayment
Charges included in the Trust Fund on such
date, attached hereto as Schedule 2
(including the prepayment charge summary
attached thereto). The Prepayment
Charge Schedule shall set forth the
following information with respect to each
Prepayment Charge:
(i) the Master Servicer's Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the date on which the first Monthly Payment was due on
the
related Mortgage
Loan;
(iv) the term of the related Prepayment Charge;
(v) the original Stated Principal Balance of the related
Mortgage
Loan; and
(vi) the Stated Principal Balance of the related Mortgage Loan as
of
the Cut-off
Date.
The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of
this
Agreement and a copy of such amended Prepayment Charge Schedule
shall
be furnished by the Master Servicer to the Guarantor and the
NIMS
Insurer, if any.
"Prepayment Interest Excess": With respect to any Distribution
Date,
for each Mortgage Loan that was the subject
of a Principal Prepayment in full
during the portion of the related
Prepayment Period occurring between the first
day of the calendar month in which such
Distribution Date occurs and the
Determination Date of the calendar month in
which such Distribution Date occurs,
an amount equal to interest (to the extent
received) at the applicable Net
Mortgage Rate on the amount of such
Principal Prepayment for the number of days
commencing on the first day of the calendar
month in which such Distribution
Date occurs and ending on the last date
through which interest is collected from
the related Mortgagor. The Master Servicer
may withdraw such Prepayment Interest
Excess from the Collection Account in
accordance with Section 3.05(a)(iv).
"Prepayment Interest Shortfall": With respect to any
Distribution
Date, for each Mortgage Loan that was the
subject of a Principal Prepayment in
full during the portion of the related
Prepayment Period occurring between the
first day of the related Prepayment Period
and the last day of the calendar
month preceding the month in which such
Distribution Date occurs, an amount
equal to interest at the applicable Net
Mortgage Rate on the amount of such
Principal Prepayment for the number of days
commencing on the day after the last
date on which interest is collected from
the related Mortgagor and ending on the
last day of the calendar month preceding
such Distribution Date. The obligations
of the Master Servicer in respect of any
Prepayment Interest Shortfall are set
forth in Section 4.03(e). The Guaranty
shall not cover any such Prepayment
Interest Shortfalls.
"Prepayment Period": With respect to any Distribution Date, the
period
commencing on the 16th day in the calendar
month preceding the calendar month in
which such Distribution Date occurs (or, in
the case of the first Distribution
Date, commencing on June 1, 2005) and
ending on the 15th day in the calendar
month in which such Distribution Date
occurs.
"Principal Prepayment": Any payment of principal made by the
Mortgagor
on a Mortgage Loan which is received in
advance of its scheduled Due Date and
which is not accompanied by an amount of
interest representing the full amount
of scheduled interest due on any Due Date
in any month or months subsequent to
the month of prepayment.
"Principal Remittance Amount": With respect to any Distribution
Date,
the sum of the (i) the Group I Principal
Remittance Amount and (ii) the Group II
Principal Remittance Amount.
"Private Mezzanine Certificates": The Class M-11 Certificates.
"Prospectus Supplement": The Prospectus Supplement, dated June
24,
2005, relating to the public offering of
the Offered Certificates.
"PTCE": A Prohibited Transaction Class Exemption.
"Purchase Price": With respect to any Mortgage Loan or REO Property
to
be purchased pursuant to or as contemplated
by Section 2.03, Section 3.16(a) or
Section 9.01, and as confirmed by an
Officers' Certificate from the Master
Servicer to the Trustee, an amount equal to
the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of
purchase (or such other price as
provided in Section 9.01), (ii) in the case
of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance
at the applicable Net Mortgage Rate in
effect from time to time from the Due Date
as to which interest was last covered
by a payment by the Mortgagor or an Advance
by the Master Servicer, which
payment or Advance had as of the date of
purchase been distributed pursuant to
Section 4.01, through the end of the
calendar month in which the purchase is to
be effected and (y) an REO Property, the
sum of (1) accrued interest on such
Stated Principal Balance at the applicable
Net Mortgage Rate in effect from time
to time from the Due Date as to which
interest was last covered by a payment by
the Mortgagor or an advance by the Master
Servicer through the end of the
calendar month immediately preceding the
calendar month in which such REO
Property was acquired plus (2) REO Imputed
Interest for such REO Property for
each calendar month commencing with the
calendar month in which such REO
Property was acquired and ending with the
calendar month in which such purchase
is to be effected, net of the total of all
net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances
that as of the date of purchase had
been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances
and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts
previously withdrawn from the Collection
Account in respect of such Mortgage
Loan or REO Property pursuant to Sections
3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be
purchased pursuant to Section 2.03,
expenses reasonably incurred or to be
incurred by the Master Servicer, the NIMS
Insurer, the Guarantor or the Trustee in
respect of the breach or defect giving
rise to the purchase obligation, as well as
any costs and damages incurred by
the Trust Fund in connection with any
violation by such loan of any predatory or
abusive lending law.
"Qualified Substitute Mortgage Loan": A mortgage loan substituted
for
a Deleted Mortgage Loan pursuant to the
terms of this Agreement which must, on
the date of such substitution, (i) have an
outstanding Stated Principal Balance,
after application of all scheduled payments
of principal and interest due during
or prior to the month of substitution, not
in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of
the Due Date in the calendar month
during which the substitution occurs, (ii)
have a Mortgage Rate not less than
(and not more than one percentage point in
excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect
to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than
the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to
any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than
the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to
Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of
the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not
more than two months later than the next
Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to
maturity not greater than (and not more
than one year less than) that of the
Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted
Mortgage Loan, (ix) have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of
the date of substitution equal to or
lower than the Loan-to-Value Ratio of the
Deleted Mortgage Loan as of such date,
(x) have a risk grading determined by the
Seller or an Afilliate of the Seller
at least equal to the risk grading assigned
on the Deleted Mortgage Loan, (xi)
have been underwritten or reunderwritten by
the Seller or an Affiliate of the
Seller in accordance with the same
underwriting criteria and guidelines as the
Deleted Mortgage Loan, (xii) have a
Prepayment Charge provision at least equal
to the Prepayment Charge provision of the
Deleted Mortgage Loan, (xiii) not be
more than 59 or more days delinquent or any
additional days delinquent than the
Deleted Mortgage Loan, (xiv) conform to
each representation and warranty set
forth in Section 6 of the Mortgage Loan
Purchase Agreement applicable to the
Deleted Mortgage Loan and (xv) with respect
to Qualified Substitute Mortgage
Loans substituted for Deleted Mortgage
Loans that are Group I Mortgage Loans,
have an original principal balance that
conforms to Fannie Mae loan limits as of
the date of its origination and be
otherwise acceptable to the Guarantor. In the
event that one or more mortgage loans are
substituted for one or more Deleted
Mortgage Loans, the amounts described in
clause (i) hereof shall be determined
on the basis of aggregate Stated Principal
Balances, the Mortgage Rates
described in clause (ii) hereof shall be
determined on the basis of weighted
average Mortgage Rates, the terms described
in clause (vii) hereof shall be
determined on the basis of weighted average
remaining terms to maturity, the
Loan-to-Value Ratios described in clause
(ix) hereof shall be satisfied as to
each such mortgage loan, the risk gradings
described in clause (x) hereof shall
be satisfied as to each such mortgage loan
and, except to the extent otherwise
provided in this sentence, the
representations and warranties described in
clause (xiv) hereof must be satisfied as to
each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may
be.
"Rating Agency" or "Rating Agencies": Moody's, Fitch and S&P or
their
successors. If such agencies or their
successors are no longer in existence,
"Rating Agencies" shall be such nationally
recognized statistical rating
agencies, or other comparable Persons,
designated by the Depositor (and if
rating the Guaranteed Certificates,
consented to in writing by the Guarantor),
notice of which designation shall be given
to the Trustee and the Master
Servicer.
"Realized Loss": With respect to each Mortgage Loan as to which
a
Final Recovery Determination has been made,
an amount (not less than zero) equal
to (i) the unpaid Stated Principal Balance
of such Mortgage Loan as of the
commencement of the calendar month in which
the Final Recovery Determination was
made, plus (ii) accrued interest from the
Due Date as to which interest was last
paid by the Mortgagor through the end of
the calendar month in which such Final
Recovery Determination was made, calculated
in the case of each calendar month
during such period (A) at an annual rate
equal to the annual rate at which
interest was then accruing on such Mortgage
Loan and (B) on a principal amount
equal to the Stated Principal Balance of
such Mortgage Loan as of the close of
business on the Distribution Date during
such calendar month, plus (iii) any
amounts previously withdrawn from the
Collection Account in respect of such
Mortgage Loan pursuant to Section
3.05(a)(v) and Section 3.12(c), minus (iv) the
proceeds, if any, received in respect of
such Mortgage Loan during the calendar
month in which such Final Recovery
Determination was made, net of amounts that
are payable therefrom to the Master
Servicer with respect to such Mortgage Loan
pursuant to Section 3.05(a)(ii). If the
Master Servicer receives Subsequent
Recoveries with respect to any Mortgage
Loan, the amount of Realized Losses with
respect to that Mortgage Loan shall be
reduced to the extent such recoveries are
applied to principal distributions on any
Distribution Date.
With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not
less than zero) equal to (i) the
unpaid Stated Principal Balance of the
related Mortgage Loan as of the date of
acquisition of such REO Property on behalf
of REMIC I, plus (ii) accrued
interest from the Due Date as to which
interest was last paid by the Mortgagor
in respect of the related Mortgage Loan
through the end of the calendar month
immediately preceding the calendar month in
which such REO Property was
acquired, calculated in the case of each
calendar month during such period (A)
at an annual rate equal to the annual rate
at which interest was then accruing
on the related Mortgage Loan and (B) on a
principal amount equal to the Stated
Principal Balance of the related Mortgage
Loan as of the close of business on
the Distribution Date during such calendar
month, plus (iii) REO Imputed
Interest for such REO Property for each
calendar month commencing with the
calendar month in which such REO Property
was acquired and ending with the
calendar month in which such Final Recovery
Determination was made, plus (iv)
any amounts previously withdrawn from the
Collection Account in respect of the
related Mortgage Loan pursuant to Section
3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by
the Master Servicer in respect of such
REO Property or the related Mortgage Loan
for which the Master Servicer has been
or, in connection with such Final Recovery
Determination, shall be reimbursed
pursuant to Section 3.13 out of rental
income, Insurance Proceeds and
Liquidation Proceeds received in respect of
such REO Property, minus (vi) the
total of all net rental income, Insurance
Proceeds and Liquidation Proceeds
received in respect of such REO Property
that has been, or in connection with
such Final Recovery Determination, shall be
transferred to the Distribution
Account pursuant to Section 3.13.
With respect to each Mortgage Loan which has become the subject of
a
Deficient Valuation, the difference between
the Stated Principal Balance of the
Mortgage Loan outstanding immediately prior
to such Deficient Valuation and the
Stated Principal Balance of the Mortgage
Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan which has become the subject of
a
Debt Service Reduction, the portion, if
any, of the reduction in each affected
Monthly Payment attributable to a reduction
in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such
Realized Loss shall be deemed to have
been incurred on the Due Date for each
affected Monthly Payment.
If the Master Servicer receives Subsequent Recoveries with respect
to
any Mortgage Loan, the amount of the
Realized Loss with respect to that Mortgage
Loan shall be reduced to the extent such
recoveries are applied to principal
distributions on any Distribution Date.
"Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a
Book-Entry Certificate, the Business Day
immediately preceding such Distribution
Date. With respect to each Distribution
Date and any other Class of Certificates,
including any Definitive Certificates,
the last Business Day of the month
immediately preceding the month in which such
Distribution Date occurs.
"Reference Banks": Barclays Bank PLC, The Tokyo Mitsubishi Bank
and
National Westminster Bank PLC and their
successors in interest; provided,
however, that if any of the foregoing banks
are not suitable to serve as a
Reference Bank, then any leading banks
selected by the Trustee (after
consultation with the Depositor, the
Guarantor and the NIMS Insurer, if any)
which are engaged in transactions in
Eurodollar deposits in the international
Eurocurrency market (i) with an established
place of business in London, (ii)
