Exhibit 4.1
Execution Copy
MERRILL LYNCH MORTGAGE INVESTORS, INC.
Depositor
TERWIN ADVISORS LLC,
Seller
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
Servicing
Administrator, Securities Administrator And Backup Servicer
SPECIALIZED LOAN SERVICING, LLC,
Servicer
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
----------
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
----------
TERWIN MORTGAGE TRUST
ASSET-BACKED CERTIFICATES, SERIES TMTS 2005- 12ALT
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ARTICLE I
DEFINITIONS....................................................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..................................52
SECTION 2.01.
Conveyance of Mortgage
Loans.....................................................52
SECTION 2.02.
Acceptance by the Trustee of the Mortgage
Loans..................................56
SECTION 2.03.
Representations, Warranties and Covenants of the
Depositor.......................58
SECTION 2.04.
Representations and Warranties of the Servicing Administrator;
Representations and Warranties of the Servicer; Representations
and
Warranties of the Securities Administrator; Representations and
Warranties of the Backup
Servicer................................................61
SECTION 2.05.
Substitutions and Repurchases of Mortgage Loans which are not
"Qualified
Mortgages."......................................................................64
SECTION 2.06.
Authentication and Delivery of
Certificates......................................65
SECTION 2.07.
REMIC
Elections..................................................................65
SECTION 2.08.
Covenants of the Servicing
Administrator.........................................69
SECTION 2.09.
Covenants of the
Servicer........................................................69
SECTION 2.10.
Related
Agreements...............................................................69
SECTION 2.11.
[Reserved].......................................................................70
SECTION 2.12.
Permitted Activities of the
Trust................................................70
SECTION 2.13.
Qualifying Special Purpose
Entity................................................70
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS................................................70
SECTION 3.01.
Servicer to Service Mortgage
Loans...............................................70
SECTION 3.02.
Servicing and Subservicing; Enforcement of the Obligations of the
Servicer.......71
SECTION 3.03.
Rights of the Depositor, the Securities Administrator, the
Backup
Servicer and the Trustee in Respect of the
Servicer..............................72
SECTION 3.04.
The Servicing Administrator or Backup Servicer to Act as
Servicer................72
SECTION 3.05.
Collection of Mortgage Loan Payments; Collection Account;
Servicing
Administrator Collection Account; Certificate
Account............................73
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts..............77
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Mortgage
Loans............................................................................78
SECTION 3.08.
Withdrawals from a Collection Account, Servicing Administrator
Collection
Account and Certificate
Account..................................................78
SECTION 3.09.
[RESERVED].......................................................................81
SECTION 3.10.
[RESERVED].......................................................................81
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements........................81
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans; Determination of
Excess
Proceeds.........................................................................82
SECTION 3.13.
Trustee to Cooperate; Release of Mortgage
Files..................................85
SECTION 3.14.
Documents, Records and Funds in Possession of the Servicer to be
Held for
the
Trustee......................................................................86
SECTION 3.15.
Servicing
Compensation...........................................................86
SECTION 3.16.
Access to Certain
Documentation..................................................87
SECTION 3.17.
Annual Statement as to
Compliance................................................87
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SECTION 3.18.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements.......................................................................87
SECTION 3.19.
Duties and Removal of the Credit Risk
Manager....................................87
SECTION 3.20.
Periodic
Filings.................................................................88
SECTION 3.21.
Annual Certificate by Securities
Administrator...................................89
SECTION 3.22.
[RESERVED].......................................................................89
SECTION 3.23.
Prepayment Penalty Reporting
Requirements........................................89
SECTION 3.24.
Servicer
Reports.................................................................89
SECTION 3.25.
Indemnification..................................................................90
SECTION 3.26.
Nonsolicitation..................................................................91
SECTION 3.27.
SLS as
Servicer..................................................................91
SECTION 3.28.
Quarterly
Audit..................................................................91
SECTION 3.29.
Maintenance of LPMI
Policy.......................................................92
SECTION 3.30.
SLS Servicing Tape; Storage and Access to Servicing
Tape.........................92
ARTICLE IV
ADMINISTRATION, MASTER SERVICING AND BACKUP SERVICING OF THE
MORTGAGE LOANS...................92
SECTION 4.01.
Servicing
Administrator..........................................................92
SECTION 4.02.
REMIC Related
Covenants..........................................................93
SECTION 4.03.
Fidelity
Bond....................................................................93
SECTION 4.04.
Powers to Act;
Procedures........................................................94
SECTION 4.05.
Due-on-Sale Clauses; Assumption
Agreements.......................................94
SECTION 4.06.
Documents, Records and Funds in Possession of Servicing
Administrator to
be Held for
Trustee..............................................................95
SECTION 4.07.
Monitoring of the
Servicer.......................................................95
SECTION 4.08.
[RESERVED].......................................................................96
SECTION 4.09.
[RESERVED].......................................................................96
SECTION 4.10.
Presentment of Claims and Collection of
Proceeds.................................96
SECTION 4.11.
Trustee or Custodian to Retain Possession of Certain Insurance
Policies
and
Documents....................................................................96
SECTION 4.12.
Realization Upon Defaulted
Loans.................................................96
SECTION 4.13.
REO
Property.....................................................................97
SECTION 4.14.
Annual Statement as to
Compliance................................................97
SECTION 4.15.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements.......................................................................97
SECTION 4.16.
Annual Certificate by Servicing
Administrator....................................98
SECTION 4.17.
Obligation of the Servicing Administrator in Respect of
Prepayment
Interest
Shortfalls..............................................................98
SECTION 4.18.
Obligation of the Servicing Administrator in Respect of Collection
Account.......98
SECTION 4.19.
Backup
Servicer..................................................................99
ARTICLE V
DISTRIBUTIONS.................................................................................99
SECTION 5.01.
Advances by the Servicing Administrator and the
Servicer.........................99
SECTION 5.02.
Advance
Facility................................................................100
SECTION 5.03.
Reduction of Servicing Compensation in Connection with
Prepayment
Interest
Shortfalls.............................................................103
SECTION 5.04.
Distributions on the REMIC
Interests............................................103
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SECTION 5.05.
Distributions...................................................................103
SECTION 5.06.
Monthly Statements to
Certificateholders........................................108
SECTION 5.07.
Certificate Insurance Policy
Matters............................................108
SECTION 5.08.
Effect of Payments by the Certificate
Insurer...................................111
ARTICLE VI
THE
CERTIFICATES.............................................................................115
SECTION 6.01.
The
Certificates................................................................115
SECTION 6.02.
Appointment of Certificate Registrar; Certificate Register;
Registration
of Transfer and Exchange of
Certificates........................................116
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen
Certificates...............................120
SECTION 6.04.
Persons Deemed
Owners...........................................................121
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses.......................121
SECTION 6.06.
Book-Entry
Certificates.........................................................121
SECTION 6.07.
Notices to
Depository...........................................................122
SECTION 6.08.
Definitive
Certificates.........................................................122
SECTION 6.09.
Maintenance of Office or
Agency.................................................123
SECTION 6.10.
Authenticating
Agents...........................................................123
SECTION 6.11.
Trustee to Act with Consent of the Certificate
Insurer..........................124
SECTION 6.12.
Mortgage Loans, Trust Fund Held for Benefit of Certificate Insurer
and
Holders of
Certificates.........................................................124
ARTICLE VII THE
DEPOSITOR, THE SERVICING ADMINISTRATOR, THE SERVICER AND THE
SECURITIES
ADMINISTRATOR................................................................................124
SECTION 7.01.
Respective Liabilities of the Depositor, the Servicing
Administrator, the
Servicer
and the Securities
Administrator.......................................124
SECTION 7.02.
Merger or Consolidation of the Depositor, the Servicing
Administrator,
the Servicer or the Securities
Administrator....................................124
SECTION 7.03.
Limitation on Liability of the Depositor, Servicing Administrator,
the
Servicer, the Backup Servicer, the Trustee, the Securities
Administrator
and
Others......................................................................125
SECTION 7.04.
Limitation on Resignation of the
Servicer.......................................126
SECTION 7.05. Errors and
Omissions Insurance; Fidelity
Bonds..................................127
SECTION 7.06.
Limitation on Resignation of the Servicing Administrator and the
Backup
Servicer........................................................................127
SECTION 7.07.
Assignment of Backup Servicing and Master
Servicing.............................127
SECTION 7.08.
Limitation Upon Liability of the Credit Risk
Manager............................128
ARTICLE VIII DEFAULT;
TERMINATION OF
SERVICER.............................................................129
SECTION 8.01.
Events of
Default...............................................................129
SECTION 8.02.
Securities Administrator to Act; Servicing Administrator and
Backup
Servicer to Act; Appointment of
Successor.......................................131
SECTION 8.03.
Notification to
Certificateholders..............................................133
SECTION 8.04.
Waiver of Servicer Events of
Default............................................133
SECTION 8.05.
SLS Events of
Termination.......................................................133
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR......................................133
SECTION 9.01.
Duties of the
Trustee...........................................................133
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SECTION 9.02.
Certain Matters Affecting the
Trustee...........................................135
SECTION 9.03.
The Trustee Not Liable for Certificates or Mortgage
Loans.......................136
SECTION 9.04.
The Trustee May Own
Certificates................................................137
SECTION 9.05.
Trustee's Fees and
Expenses.....................................................137
SECTION 9.06.
[RESERVED]......................................................................137
SECTION 9.07.
Eligibility Requirements for the
Trustee........................................137
SECTION 9.08.
Resignation and Removal of the
Trustee..........................................138
SECTION 9.09.
[RESERVED]......................................................................138
SECTION 9.10.
Successor
Trustee...............................................................138
SECTION 9.11.
Merger or Consolidation of the
Trustee..........................................139
SECTION 9.12.
Appointment of Co-Trustee or Separate
Trustee...................................139
SECTION 9.13.
Tax
Matters.....................................................................140
SECTION 9.14.
Duties of Securities
Administrator..............................................142
SECTION 9.15.
Certain Matters Affecting the Securities
Administrator..........................144
SECTION 9.16.
Securities Administrator Not Liable for Certificates or Mortgage
Loans..........145
SECTION 9.17.
Securities Administrator May Own
Certificates...................................145
SECTION 9.18.
Fees and Expenses of the Securities
Administrator...............................146
SECTION 9.19.
Eligibility Requirements for the Securities
Administrator.......................146
SECTION 9.20.
Resignation and Removal of the Securities
Administrator.........................146
SECTION 9.21.
Successor Securities
Administrator..............................................147
SECTION 9.22.
Merger or Consolidation of Securities
Administrator.............................148
ARTICLE X
TERMINATION..................................................................................148
SECTION 10.01.
Termination upon Liquidation or Repurchase of all Mortgage
Loans................148
SECTION 10.02.
Final Distribution on the
Certificates..........................................148
SECTION 10.03.
Additional Termination
Requirements.............................................149
ARTICLE XI
MISCELLANEOUS
PROVISIONS.....................................................................150
SECTION 11.01.
Amendment.......................................................................150
SECTION 11.02.
Counterparts....................................................................152
SECTION 11.03.
Governing
Law...................................................................152
SECTION 11.04.
Intention of
Parties............................................................152
SECTION 11.05.
Notices.........................................................................153
SECTION 11.06.
Severability of
Provisions......................................................154
SECTION 11.07.
Assignment......................................................................154
SECTION 11.08.
Limitation on Rights of
Certificateholders......................................154
SECTION 11.09.
Inspection and Audit
Rights.....................................................155
SECTION 11.10.
Certificates Nonassessable and Fully
Paid.......................................155
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EXHIBIT A
FORMS OF CERTIFICATES
EXHIBIT B-1
MORTGAGE LOAN SCHEDULE--MORTGAGE POOL
EXHIBIT B-2
MORTGAGE LOAN SCHEDULE--GROUP I
EXHIBIT B-3
MORTGAGE LOAN SCHEDULE--GROUP II
EXHIBIT C
[RESERVED]
EXHIBIT D
FORM OF CUSTODIAN CERTIFICATION
EXHIBIT E-1
FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT
EXHIBIT E-2
FORM OF TRANSFEROR'S AFFIDAVIT
EXHIBIT F
FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G
FORM OF INVESTMENT LETTER
EXHIBIT H
FORM OF RULE 144A LETTER
EXHIBIT I
REQUEST FOR RELEASE
EXHIBIT J
[RESERVED]
EXHIBIT K
FORM OF OFFICER'S CERTIFICATE OF SECURITIES
ADMINISTRATOR
EXHIBIT L
FORM OF OFFICER'S CERTIFICATE OF SERVICER
EXHIBIT M
[RESERVED]
EXHIBIT N
[RESERVED]
EXHIBIT O
[RESERVED]
EXHIBIT P
FORM OF CERTIFICATE OF SERVICING ADMINISTRATOR
EXHIBIT Q
FORM OF CUSTODIAL AGREEMENT
EXHIBIT R
FORM OF SERVICER REPORT
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POOLING
AND SERVICING AGREEMENT, dated as of August 1, 2005, among
MERRILL
LYNCH MORTGAGE INVESTORS, INC., a Delaware
corporation, as depositor (the
"Depositor"), TERWIN ADVISORS LLC, a
Delaware limited liability company, as
seller (the "Seller"), JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, a national
banking association organized under the
laws of the United States of America, as
servicing administrator (in such capacity,
the "Servicing Administrator") as
securities administrator (in such capacity,
the "Securities Administrator") and
backup servicer (in such capacity, the
"Backup Servicer"), SPECIALIZED LOAN
SERVICING, LLC, a Delaware limited
liability company, as servicer (the
"Servicer") and U.S. BANK NATIONAL
ASSOCIATION, a national banking association,
as trustee (the "Trustee").
The
Depositor is the owner of the Trust Fund that is hereby conveyed
to
the Trustee in return for the Certificates.
It is intended that for federal
income tax purposes the Trust Fund will
include (i) two real estate mortgage
investment conduits in a tiered REMIC
structure, (ii) the Initial ES Strip,
(iii) amounts distributable to the Class X
Certificates pursuant to Section
5.05(i) and (iv) the grantor trusts
described in Section 2.07. REMIC 1 will
consist of all of the assets constituting
the Trust Fund (other than assets
described in clauses (ii), (iii) and (iv)
above and the REMIC 1 Regular
Interests) and will be evidenced by the
REMIC 1 Regular Interests (which will be
uncertificated and will represent the
"regular interests" in REMIC 1) and the
Class LT1-R Interest as the single
"residual interest" in REMIC 1. The Trustee
will hold the REMIC 1 Regular Interests.
REMIC 2 will consist of the REMIC 1
Regular Interests and will be evidenced by
the REMIC 2 Regular Interests (which
will represent the "regular interests" in
REMIC 2) and the REMIC 2 Residual
Interest as the single "residual interest"
in REMIC 2. The Class R Certificate
will represent beneficial ownership of the
Class LT1-R Interest and the REMIC 2
Residual Interest. The "latest possible
maturity date" for federal income tax
purposes of all the interests created
hereby will be the Latest Possible
Maturity Date.
All
covenants and agreements made by the Seller in the Sale Agreement
and
by the Depositor and the Trustee herein
with respect to the Mortgage Loans and
the other property constituting the Trust
Fund are for the benefit of the
Holders from time to time of the
Certificates.
In
consideration of the mutual agreements herein contained, the
Depositor,
the Servicing Administrator, the Servicer,
the Securities Administrator, the
Backup Servicer and the Trustee hereby
agree as follows:
ARTICLE I
DEFINITIONS
Whenever
used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have
the following meanings:
Accepted Servicing
Administration Practices: With respect to any Mortgage
Loan, as applicable, either (x) those
customary mortgage master servicing
practices of prudent mortgage servicing
institutions that master service
mortgage loans of the same type and quality
as such Mortgage Loan in the
jurisdiction where the related Mortgaged
Property (or Underlying Mortgaged
Property in the case of a Co-op Loan) is
located, to the extent applicable to
the Servicing Administrator (except in its
capacity as successor to the
Servicer), or (y) as provided in Section
5.01 hereof, but in no event below the
standard set forth in clause (x).
Accepted
Servicing Practices: With respect to any Mortgage Loan, the
customary mortgage servicing practices of
prudent mortgage lending institutions
which service for their own account
mortgage
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loans of the same type as such Mortgage
Loan in the jurisdiction in which the
related Mortgaged Property is located.
Accrual
Period: With respect to the LIBOR Certificates, the REMIC 1
Regular Interests and the REMIC 2 Regular
Interests (other than the REMIC 2
Regular Interests related to the Fixed Rate
Certificates) and any Distribution
Date, the period commencing on the
immediately preceding Distribution Date (or,
in the case of the first Distribution Date,
the Closing Date) and ending on the
day immediately preceding such Distribution
Date and with respect to the Fixed
Rate Certificates and the REMIC 2 Regular
Interests related to the Fixed Rate
Certificates, the calendar month
immediately preceding the month in which such
Distribution Date occurs. All calculations
of interest on the LIBOR
Certificates, the REMIC 1 Regular Interests
and the REMIC 2 Regular Interests
(other than the REMIC 2 Regular Interests
related to the Fixed Rate
Certificates) will be made on the basis of
the actual number of days elapsed in
the related Accrual Period and a 360 day
year and all calculations of interest
on the Fixed Rate Certificates and the
REMIC 2 Regular Interests related to the
Fixed Rate Certificates will be made on the
basis of a 360 day year consisting
of twelve 30 day months.
Administration Fee: The sum of the Aggregate Servicing Fee, the
Securities
Administrator Fee and the Credit Risk
Manager Fee.
Advance:
The aggregate of the advances required to be made by the
Servicer
with respect to any Distribution Date
pursuant to Section 5.01.
Advance
Facility: A financing or other facility as described in Section
5.02(a).
Advance
Facility Notice: As defined in Section 5.02(b) hereof.
Advance
Financing Person: As defined in Section 5.02(a) hereof.
Advance
Reimbursement Amounts: As defined in Section 5.02(b) hereof.
Affiliate:
With respect to any specified Person, any other Person
controlling, controlled by or under common
control with such Person. For the
purposes of this definition, "control"
means the power to direct the management
and policies of a Person, directly or
indirectly, whether through ownership of
voting securities, by contract or
otherwise; and the terms "controlling" and
"controlled" have meanings correlative to
the foregoing.
Aggregate
Certificate Principal Balance: For any date of determination,
the sum of the Class A Certificate
Principal Balance, the Class R Certificate
Principal Balance, the Class M-1
Certificate Principal Balance, the Class M-2
Certificate Principal Balance, the Class
M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal Balance,
the Class M-5 Certificate Principal
Balance, the Class M-6 Certificate
Principal Balance, the Class B-1 Certificate
Principal Balance, the Class B-2
Certificate Principal Balance and the Class B-3
Certificate Principal Balance, in each case
as of such date of determination.
Aggregate
Servicing Fee: As to each Mortgage Loan and any Distribution
Date, an amount equal to one month's
interest at the Servicing Fee Rate on the
Stated Principal Balance of such Mortgage
Loan as of the immediately preceding
Distribution Date or, in the event of any
payment of interest that accompanies a
Principal Prepayment in full made by the
Mortgagor, interest at the Servicing
Fee Rate on the Stated Principal Balance of
such Mortgage Loan as of the
immediately preceding Distribution Date for
the period covered by such payment
of interest (in each case payable from
interest collections on such Mortgage
Loan).
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Agreement:
This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance
with the terms herein.
Amounts
For Future Distribution: As to any Distribution Date, the
aggregate amount held in the related
Collection Account (with respect to the
Servicer) or the Servicing Administrator
Collection Account (with respect to the
Servicing Administrator) at the close of
business on the immediately preceding
Determination Date on account of (i) all
Scheduled Payments or portions thereof
received in respect of the Mortgage Loans
due after the related Due Period and
(ii) Principal Prepayments and Liquidation
Proceeds received in respect of the
Mortgage Loans after the last day of the
related Prepayment Period.
Applied
Realized Loss Amount: With respect to any Distribution Date,
the
amount, if any, by which, the Aggregate
Certificate Principal Balance after
distributions of principal on such
Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage
Loans as of such Distribution Date.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent
instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable
form (except in the case of a Co-op
Loan), sufficient under the laws of the
jurisdiction where the related Mortgaged
Property (or Underlying Mortgaged Property,
in the case of a Co-op Loan) is
located to reflect of record the sale and
assignment of the Mortgage Loan to the
Trustee, which assignment, notice of
transfer or equivalent instrument may, if
permitted by law, be in the form of one or
more blanket assignments covering
Mortgages secured by Mortgaged Properties
located in the same county.
Authenticating Agent: As defined in Section 6.10 hereof.
Available
Funds Cap: Any of the Group I Available Funds Cap, the Group I
Net WAC Cap, the Group II Available Funds
Cap or the Subordinated Available
Funds Cap, as applicable.
Backup
Servicer: JPMorgan, or its permitted successor in interest or
assignee or any successor Backup Servicer
appointed pursuant to the provisions
hereof.
Balloon
Loan: A Mortgage Loan having an original term to stated
maturity
of generally up 15 years which provides for
level monthly payments of principal
and interest generally based on a 30 year
amortization schedule, with a balloon
payment of the remaining outstanding
principal balance due on such Mortgage Loan
at its stated maturity.
Book-Entry
Certificates: Any of the Certificates that shall be registered
in the name of the Depository or its
nominee, the ownership of which is
reflected on the books of the Depository or
on the books of a Person maintaining
an account with the Depository (directly,
as a "Depository Participant," or
indirectly, as an indirect participant in
accordance with the rules of the
Depository and as described in Section
6.06). As of the Closing Date, each of
the Class A, Class M and Class B
Certificates constitutes a Class of Book-Entry
Certificates.
Business
Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
day
on which banking institutions in the City
of New York, New York, or the city in
which the Corporate Trust Office of the
Trustee, the Securities Administrator or
the Certificate Insurer is located, or
financial and savings and loan
institutions in the States of California,
Texas, Minnesota, Illinois or Colorado
are authorized or obligated by law or
executive order to be closed.
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Certificate: Any one of the certificates of any Class executed by
the
Securities Administrator and authenticated
by the Authenticating Agent in
substantially the forms attached hereto as
Exhibits A.
Certificate Account: The separate Eligible Account created and
maintained
by the Securities Administrator pursuant to
Section 3.05(f) in the name of the
Trustee for the benefit of the
Certificateholders and designated "JPMorgan Chase
Bank, N.A., as securities administrator for
U.S. Bank National Association, as
trustee, in trust for registered holders of
Terwin Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2005-12ALT."
Funds in the Certificate Account shall be
held in trust for the Certificateholders
for the uses and purposes set forth in
this Agreement.
Certificate Group: Either of Certificate Group I or Certificate
Group II.
Certificate Group I: The Group I Senior Certificates and Class
R
Certificates. For purposes of Section 2.07
hereof, Certificate Group I shall be
related to Group I.
Certificate Group II: The Group II Senior Certificates. For
purposes of
Section 2.07 hereof, Certificate Group II
shall be related to Group II.
Certificate Insurance Policy: The irrevocable Certificate
Guaranty
Insurance Policy, No. 51671-N, including
any endorsements thereto, issued by the
Certificate Insurer with respect to the
Class AF-2 Certificates.
Certificate Insurer: Financial Security Assurance Inc., a New
York
financial guaranty insurance company, or
any successor thereto.
Certificate Insurer Account: The account established pursuant to
Section
5.07(g) hereof.
Certificate
Insurer Contact Persons: Collectively, the officers designated
by each Servicer to provide information to
the Certificate Insurer pursuant to
Section 5.07(m).
Certificate Insurer Default: A default by the Certificate Insurer
in its
obligations under the Certificate Insurance
Policy.
Certificate Insurer Premium: With respect to any Distribution Date,
an
amount equal to 1/12th of the product of
(a) the Certificate Principal Balance
of the Class AF-2 Certificates as of such
Distribution Date (prior to giving
effect to any distributions thereon on such
Distribution Date) and (b) the
Certificate Insurer Premium Rate.
Certificate Insurer Premium Rate: The per annum rate at which
the
Certificate Insurer Premium is determined,
as described in the commitment letter
dated as of August 29, 2005, between the
Depositor, the Seller and the
Certificate Insurer.
Certificate Insurer Reimbursement Amount: The sum of (i) all
amounts paid
by the Certificate Insurer under the
Certificate Insurance Policy which have not
been previously reimbursed, (ii) all unpaid
Certificate Insurer Premiums, (iii)
all costs and expenses incurred by the
Certificate Insurer on behalf of itself
or the Class AF-2 Certificates in
connection with any actions, suits or
proceedings with respect to the exercise or
enforcement of any rights under the
Certificate Insurance Policy or this
Agreement and (iv) interest on the
foregoing at the Pass-Through Rate on the
Class AF-2 Certificates.
Certificate Owner: With respect to a Book-Entry Certificate, the
Person
that is the beneficial owner of such
Book-Entry Certificate.
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Certificate Principal Balance: As to any Certificate (other than a
Class X
or Class ES Certificate) and as of any
Distribution Date, the Initial
Certificate Principal Balance of such
Certificate less the sum of (1) all
amounts distributed with respect to such
Certificate in reduction of the
Certificate Principal Balance thereof on
previous Distribution Dates pursuant to
Section 5.05, and (2) any Applied Realized
Loss Amounts allocated to such
Certificate on previous Distribution Dates
pursuant to Section 5.05(j).
Notwithstanding the foregoing on any
Distribution Date relating to a Due Period
in which a Subsequent Recovery has been
received by the Servicer, the
Certificate Principal Balance of any Class
of Certificates then outstanding for
which any Applied Realized Loss Amount has
been allocated will be increased, in
order of seniority, by an amount equal to
the lesser of (i) the Unpaid Realized
Loss Amount for such Class of Certificates
and (ii) the total of any Subsequent
Recovery in respect of principal
distributed on such date to the
Certificateholders (reduced by the amount
of the increase in the Certificate
Principal Balance of any more senior Class
of Certificates pursuant to this
sentence on such Distribution Date). Solely
for the purposes of determining the
Certificate Insurer's rights as subrogee
for payments pursuant to Section 5.05,
"Certificate Principal Balance" of the
Class AF-2 Certificates shall not be
reduced by the amount of any payments made
by the Certificate Insurer in respect
of principal on such Certificates under the
Certificate Insurance Policy, except
to the extent such payment shall have been
reimbursed to the Certificate Insurer
pursuant to the provisions of this
Agreement. Instead, the Certificate Insurer
shall be subrogated to such amounts paid
under the Certificate Insurance Policy.
Certificate Register: The register maintained pursuant to Section
6.02
hereof.
Certificate Registrar: The Certificate Registrar appointed pursuant
to
Section 6.02 hereof.
Certificateholder or Holder: The Person in whose name a Certificate
is
registered in the Certificate Register
(initially, Cede & Co., as nominee for
the Depository, in the case of the
Book-Entry Certificates) in the case of any
Class of Certificates, and, with respect to
the Class AF-2 Certificates, the
Certificate Insurer (except with respect to
distributions pursuant to Section
5.05, the Certificate Insurer shall only be
a Certificateholder with respect to
the Class AF-2 Certificates to the extent
of any amount paid under the
Certificate Insurance Policy), except that
solely for the purpose of giving any
consent pursuant to this Agreement, any
Certificate registered in the name of
the Depositor or any Affiliate of the
Depositor shall be deemed not to be
Outstanding and the Percentage Interest
evidenced thereby shall not be taken
into account in determining whether the
requisite amount of Percentage Interests
necessary to effect such consent has been
obtained; provided, however, that if
any such Person (including the Depositor)
owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such
Certificates shall be deemed to be
Outstanding for purposes of any provision
hereof that requires the consent of
the Holders of Certificates of a particular
Class as a condition to the taking
of any action hereunder. The Securities
Administrator, the Trustee and the
Certificate Registrar are entitled to rely
conclusively on a certification of
the Depositor or any Affiliate of the
Depositor in determining which
Certificates are registered in the name of
an Affiliate of the Depositor.
Class: All
Certificates bearing the same Class designation as set forth in
Section 6.01 hereof.
Class A
Certificate Principal Balance: For any date of determination,
the
sum of the Class AF-1 Certificate Principal
Balance, the Class AF-2 Certificate
Principal Balance, the Class AF-3
Certificate Principal Balance, the Class AF-4
Certificate Principal Balance, the Class
AF-5 Certificate Principal Balance, the
Class AV-1 Certificate Principal Balance,
the Class AV-2 Certificate Principal
Balance and the Class AV-3 Certificate
Principal Balance.
Class A
Certificates: Any of the Class AF-1 Certificates, the Class
AF-2
Certificates, the Class AF-3 Certificates,
the Class AF-4 Certificates, the
Class AF-5 Certificates, the Class AV-1
Certificates, the Class AV-2
Certificates and the Class AV-3
Certificates.
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<PAGE>
Class A
Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the Stepdown Date or any
Distribution Date on which a Trigger
Event exists, 100% of the Principal
Distribution Amount for such Distribution
Date and (2) on or after the Stepdown Date
where a Trigger Event does not exist,
the excess of (A) the Class A Certificate
Principal Balance and the Class R
Certificate Principal Balance immediately
prior to such Distribution Date over
(B) the lesser of (i) 74.20% of the Stated
Principal Balance of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (ii) the excess
of the Stated Principal Balance of the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
Amount; provided, however, that in no event
will the Class A Principal
Distribution Amount with respect to any
Distribution Date exceed the aggregate
Certificate Principal Balance of the Class
A and Class R Certificates.
Class AF-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-1 Certificates.
Class AF-1
Certificates: Any Certificate designated as a "Class AF-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-1 Pass-Through Rate on
the Class AF-1 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-1 Certificates.
Class AF-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-1 Certificates with respect to Class
AF-1 Current Interest and Class AF-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-1
Pass-Through Rate for the related Accrual
Period.
Class AF-1
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.180% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.360% per annum.
Class AF-1
Pass-Through Rate: For the first Distribution Date, 3.84938%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AF-1 Margin, (2) the
Group I Available Funds Cap for such
Distribution Date and (3) the Group I
Maximum Rate Cap for such Distribution
Date.
Class AF-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-2 Certificates.
Class AF-2
Certificates: Any Certificate designated as a "Class AF-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-2 Pass-Through Rate on
the Class AF-2 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of
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any previous distributions on such Class
that are recovered as a voidable
preference by a trustee in bankruptcy, less
any Non-Supported Interest Shortfall
allocated on such Distribution Date to the
Class AF-2 Certificates.
Class AF-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-2 Certificates with respect to Class
AF-2 Current Interest and Class AF-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-2
Pass-Through Rate for the related Accrual
Period.
Class AF-2
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-2 Certificates, the
least of (1) 4.650% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.150% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AF-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-3 Certificates.
Class AF-3
Certificates: Any Certificate designated as a "Class AF-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-3 Pass-Through Rate on
the Class AF-3 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-3 Certificates.
Class AF-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-3 Certificates with respect to Class
AF-3 Current Interest and Class AF-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-3
Pass-Through Rate for the related Accrual
Period.
Class AF-3
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-3 Certificates, the
least of (1) 5.182% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.682% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AF-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-4 Certificates.
Class AF-4
Certificates: Any Certificate designated as a "Class AF-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
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<PAGE>
Class AF-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-4 Pass-Through Rate on
the Class AF-4 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-4 Certificates.
Class AF-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-4 Certificates with respect to Class
AF-4 Current Interest and Class AF-4
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-4
Pass-Through Rate for the related Accrual
Period.
Class AF-4
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-4 Certificates, the
least of (1) 5.385% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.885% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AF-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AF-5 Certificates.
Class AF-5
Certificates: Any Certificate designated as a "Class AF-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AF-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AF-5 Pass-Through Rate on
the Class AF-5 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AF-5 Certificates.
Class AF-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AF-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AF-5 Certificates with respect to Class
AF-5 Current Interest and Class AF-5
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AF-5
Pass-Through Rate for the related Accrual
Period.
Class AF-5
Lockout Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) the
Class AF-5 Lockout Distribution
Percentage for such Distribution Date and
(y) the Class AF-5 Pro Rata
Distribution Amount for such Distribution
Date. In no event shall the Class AF-5
Lockout Distribution Amount for a
Distribution Date exceed the Principal
Distribution Amount for such Distribution
Date or the Certificate Principal
Balance of the Class AF-5 Certificates
immediately prior to such Distribution
Date.
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<PAGE>
Class AF-5
Lockout Distribution Percentage: For any Distribution Date, the
applicable percentage for such Distribution
Date set forth in the following
table:
Distribution Date Occurring In
Lockout Percentage
------------------------------
------------------
September 2005 - August 2008
0%
September 2008 - August 2010
45%
September 2010 - August 2011
80%
September 2011 - August 2012
100%
September 2012 and thereafter
300%
Class AF-5
Pro Rata Distribution Amount: For any Distribution Date, an
amount equal to the product of (x) a
fraction expressed as a percentage, the
numerator of which is the Certificate
Principal Balance of the Class AF-5
Certificates immediately prior to such
Distribution Date and the denominator of
which is the aggregate Certificate
Principal Balance of the Group I Senior
Certificates immediately prior to such
Distribution Date and (y) the Principal
Distribution Amount for such Distribution
Date.
Class AF-5
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class AF-5 Certificates, the
least of (1) 5.064% per annum, (2) the
Group I Net WAC Cap for such Distribution
Date and (3) the Group I Maximum Rate Cap
for such Distribution Date and, as of
any Distribution Date after the Optional
Termination Date, the least of (1)
5.564% per annum, (2) the Group I Net WAC
Cap for such Distribution Date and (3)
the Group I Maximum Rate Cap for such
Distribution Date.
Class AV-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-1 Certificates.
Class AV-1
Certificates: Any Certificate designated as a "Class AV-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AV-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-1 Pass-Through Rate on
the Class AV-1 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-1 Certificates.
Class AV-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AV-1 Certificates with respect to Class
AV-1 Current Interest and Class AV-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AV-1
Pass-Through Rate for the related Accrual
Period.
Class AV-1
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.140% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.280% per annum.
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<PAGE>
Class AV-1
Pass-Through Rate: For the first Distribution Date, 3.80938%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-1 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class AV-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-2 Certificates.
Class AV-2
Certificates: Any Certificate designated as a "Class AV-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AV-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-2 Pass-Through Rate on
the Class AV-2 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-2 Certificates.
Class AV-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
AV-2 Certificates with respect to Class
AV-2 Current Interest and Class AV-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class AV-2
Pass-Through Rate for the related Accrual
Period.
Class AV-2
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.310% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.620% per annum.
Class AV-2
Pass-Through Rate: For the first Distribution Date, 3.97938%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-2 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class AV-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class AV-3 Certificates.
Class AV-3
Certificates: Any Certificate designated as a "Class AV-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class AV-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class AV-3 Pass-Through Rate on
the Class AV-3 Certificate Principal
Balance as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class AV-3 Certificates.
Class AV-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class AV-3
Current Interest with respect to
prior Distribution Dates over (B) the
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<PAGE>
amount actually distributed to the Class
AV-3 Certificates with respect to Class
AV-3 Current Interest and Class AV-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent
permitted by applicable law) at the Class
AV-3 Pass-Through Rate for the related
Accrual Period.
Class AV-3
Margin: As of any Distribution Date up to and including the
Optional Termination Date for the
Certificates, 0.420% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.840% per annum.
Class AV-3
Pass-Through Rate: For the first Distribution Date, 4.08938%
per annum. As of any Distribution Date
thereafter, the least of (1) One-Month
LIBOR plus the Class AV-3 Margin, (2) the
Group II Available Funds Cap for such
Distribution Date and (3) the Group II
Maximum Rate Cap for such Distribution
Date.
Class B
Certificates: The Class B-1 Certificates, Class B-2
Certificates
and Class B-3 Certificates.
Class B-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-1 Certificates.
Class B-1
Certificate: Any Certificate designated as a "Class B-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-1 Certificates.
Class B-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-1 Pass-Through Rate on
the Class B-1 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-1 Certificates.
Class B-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-1 Certificates with respect to Class B-1
Current Interest and Class B-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class B-1
Pass-Through Rate for the related Accrual
Period.
Class B-1
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-1 Certificates, the
least of (1) 6.000% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.500%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class B-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance and
the Class M Certificate
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<PAGE>
Principal Balance have been reduced to zero
and a Trigger Event exists, or as
long as a Trigger Event does not exist, the
excess of (1) the sum of (A) the
Class A Certificate Principal Balance and
Class R Certificate Principal Balance
(after taking into account distributions of
the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M Certificate Principal Balance
(after taking into account distributions of
the Class M Principal Distribution
Amount on such Distribution Date) and (C)
the Class B-1 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
95.60% of the Stated Principal Balance of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class R and Class M
Certificates has been reduced to zero, the
Class B-1 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Class B-1 Certificate
Principal Balance and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class R and Class M Certificates and
(II) in no event will the Class B-1
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
B-1 Certificate Principal Balance.
Class B-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-1
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class B-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-2 Certificates.
Class B-2
Certificate: Any Certificate designated as a "Class B-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-2 Certificates.
Class B-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-2 Pass-Through Rate on
the Class B-2 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-2 Certificates.
Class B-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
B-2 Certificates with respect to Class B-2
Current Interest and Class B-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class B-2
Pass-Through Rate for the related Accrual
Period.
Class B-2
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-2 Certificates, the
least of (1) 6.000% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1)
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<PAGE>
6.500% per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum Rate
Cap for such Distribution Date.
Class B-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M Certificate Principal Balance
and the Class B-1 Certificate Principal
Balance have been reduced to zero and a
Trigger Event exists, or as long as a
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A
Certificate Principal Balance and Class R
Certificate Principal Balance (after taking
into account distributions of the
Class A Principal Distribution Amount on
such Distribution Date), (B) the Class
M Certificate Principal Balance (after
taking into account distributions of the
Class M Principal Distribution Amount on
such Distribution Date), (C) the Class
B-1 Certificate Principal Balance (after
taking into account distributions of
the Class B-1 Principal Distribution Amount
on such Distribution Date) and (D)
the Class B-2 Certificate Principal Balance
immediately prior to such
Distribution Date over (2) the lesser of
(A) 97.00% of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans
as of the end of the immediately preceding
Due Period over Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M and Class B-1 Certificates
has been reduced to zero, the Class B-2
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class B-2
Certificate Principal Balance and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class R, Class M and Class
B-1 Certificates and (II) in no
event will the Class B-2 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class B-2
Certificate Principal Balance. Class B-2
Unpaid Realized Loss Amount: As of any
Distribution Date, the excess of (1) the
Class B-2 Applied Realized Loss Amount over
(2) the sum of (x) all distributions
in reduction of the Class B-2 Unpaid
Realized Loss Amounts on all previous
Distribution Dates and (y) all increases in
the Certificate Principal Balance of
such Class B-2 Certificates pursuant to the
definition of "Certificate Principal
Balance."
Class B-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class B-3 Certificates.
Class B-3
Certificate: Any Certificate designated as a "Class B-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class B-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class B-3 Certificates.
Class B-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class B-3 Pass-Through Rate on
the Class B-3 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class B-3 Certificates.
Class B-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually
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<PAGE>
distributed to the Class B-3 Certificates
with respect to Class B-3 Current
Interest and Class B-3 Interest Carry
Forward Amounts on such prior Distribution
Dates and (2) interest on such excess (to
the extent permitted by applicable
law) at the Class B-3 Pass-Through Rate for
the related Accrual Period.
Class B-3
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class B-3 Certificates, the
least of (1) 6.000% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.500%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class B-3
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M Certificate Principal
Balance, the Class B-1 Certificate
Principal Balance and the Class B-2
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M
Certificate Principal Balance (after taking
into account distributions of the
Class M Principal Distribution Amount on
such Distribution Date), (C) the Class
B-1 Certificate Principal Balance (after
taking into account distributions of
the Class B-1 Principal Distribution Amount
on such Distribution Date), (D) the
Class B-2 Certificate Principal Balance
immediately prior to such Distribution
Date (after taking into account
distribution of the Class B-2 Principal
Distribution Amount on such Distribution
Date) and (E) the Class B-3 Certificate
Principal Balance over (2) the lesser of
(A) 98.00% of the Stated Principal
Balance of the Mortgage Loans as of the end
of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balance of the Mortgage Loans
as of the end of the immediately preceding
Due Period over Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M, Class B-1 and Class B-2
Certificates has been reduced to zero, the
Class B-3 Principal Distribution
Amount will equal the lesser of (x) the
outstanding Class B-3 Certificate
Principal Balance and (y) 100% of the
Principal Distribution Amount remaining
after any distributions on such Class A,
Class R, Class M, Class B-1 and Class
B-2 Certificates and (II) in no event will
the Class B-3 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class B-3 Certificate
Principal Balance.
Class B-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
B-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class B-3
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class ES
Certificate: The Class ES Certificates executed by the Trustee
and authenticated by the Trustee in
substantially the form set forth in Exhibit
A.
Class ES
Distribution Amount: For any Distribution Date, the lesser of
(i)
an amount equal to the product of (x) the
Stated Principal Balance of the
Mortgage Loans as of the immediately
preceding Distribution Date and (y) the
excess of the Servicing Fee Rate over the
SLS Servicing Fee Rate and (ii) the
Initial ES Strip.
-14-
<PAGE>
Class
LT1-AF-1 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF-2 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF-3 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF-4 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AF-5 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV-1 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV-2 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-AV-3 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B1 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B2 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-B3 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M1 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M2 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
-15-
<PAGE>
Class
LT1-M3 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M4 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M5 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-M6 Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 1/4
of the initial principal balance of
its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class
LT1-R Interest: The sole class of "residual interest" in REMIC
1.
Class
LT1-R$100 Interest: An uncertificated regular interest in REMIC
1
with an initial principal balance equal to
1/4 of the initial principal balance
of its Corresponding Certificates and an
interest rate equal to the Net Rate.
Class LTIX
Interest: An uncertificated regular interest in REMIC 1 with an
initial prinicipal balance equal to the
excess of (i) 50% of the aggregate
Cut-off Date Principal Balance of the
Mortgage Loans over (ii) the initial
principal balance of the REMIC 1-I Marker
Interests, and with an interest rate
equal to the Net Rate.
Class
LTIIX Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to the
excess of (i) 50% of the aggregate
Cut-off Date Principal Balance of the
Mortgage Loans over (ii) the initial
principal balance of the REMIC 1-II Marker
Interests, and with an interest rate
equal to the Net Rate.
Class
LTII1A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 0.05%
of the excess of (i) the aggregate
Cut-off Date Principal Balance of the Group
I Mortgage Loans over (ii) the
aggregate of the initial Certificate
Principal Balances of Certificate Group I,
and with an interest rate equal to the Net
Rate.
Class
LTII1B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 0.05%
of the aggregate Cut-off Date
Principal Balance of the Group I Mortgage
Loans, and with an interest rate equal
to the Group I Available Funds Cap.
Class
LTII2A Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 0.05%
of the excess of (i) the aggregate
Cut-off Date Principal Balance of the Group
II Mortgage Loans over (ii) the
aggregate of the initial Certificate
Principal Balances of Certificate Group II,
and with an interest rate equal to the Net
Rate.
Class
LTII2B Interest: An uncertificated regular interest in REMIC 1
with
an initial principal balance equal to 0.05%
of the aggregate Cut-off Date
Principal Balance of the Group II Mortgage
Loans, and with an interest rate
equal to the Group II Available Funds
Cap.
Class M
Certificates: The Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5 and Class M-6 Certificates.
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<PAGE>
Class M
Certificate Principal Balance: For any Distribution Date, the
sum
of the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance, the Class M-3
Certificate Principal Balance, the Class M-4
Certificate Principal Balance, the Class
M-5 Certificate Principal Balance and
the Class M-6 Certificate Principal
Balance.
Class M
Principal Distribution Amount: For any Distribution Date, the
sum
of the Class M-1 Principal Distribution
Amount, the Class M-2 Principal
Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4
Principal Distribution Amount, the Class
M-5 Principal Distribution Amount, and
the Class M-6 Principal Distribution
Amount.
Class M-1
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-1 Certificates.
Class M-1
Certificate: Any Certificate designated as a "Class M-1
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-1
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-1 Certificates.
Class M-1
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-1 Pass-Through Rate on
the Class M-1 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-1 Certificates.
Class M-1
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-1 Certificates with respect to Class M-1
Current Interest and Class M-1
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-1
Pass-Through Rate for the related Accrual
Period.
Class M-1
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-1 Certificates, the
least of (1) 5.369% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 5.869%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-1
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance and the
Class R Certificate Principal Balance has
been reduced to zero and a Trigger
Event exists, or as long as a Trigger Event
does not exist, the excess of (1)
the sum of (A) the Class A Certificate
Principal Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date) and (B) the Class M-1
Certificate Principal Balance immediately
prior to such Distribution Date over
(2) the lesser of (A) 82.80% of the Stated
Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the
Mortgage Loans as of the end of the
immediately preceding Due Period over the
Minimum Required Overcollateralization
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<PAGE>
Amount. Notwithstanding the foregoing, (I)
on any Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A and Class R Certificates has been reduced
to zero, the Class M-1 Principal
Distribution Amount will equal the lesser
of (x) the outstanding Class M-1
Certificate Principal Balance and (y) 100%
of the Principal Distribution Amount
remaining after any distributions on such
Class A and Class R Certificates and
(II) in no event will the Class M-1
Principal Distribution Amount with respect
to any Distribution Date exceed the Class
M-1 Certificate Principal Balance.
Class M-1
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-1 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-1
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class M-2
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-2 Certificates.
Class M-2
Certificate: Any Certificate designated as a "Class M-2
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-2
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-2 Certificates.
Class M-2
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-2 Pass-Through Rate on
the Class M-2 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-2 Certificates.
Class M-2
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-2 Certificates with respect to Class M-2
Current Interest and Class M-2
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-2
Pass-Through Rate for the related Accrual
Period.
Class M-2
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-2 Certificates, the
least of (1) 5.467% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 5.967%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-2
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance and
the Class M-1 Certificate Principal
Balance have been reduced to zero and a
Trigger Event exists, or as long as a
Trigger Event does not exist, the excess of
(1) the sum of (A) the Class A
Certificate Principal Balance and Class R
Certificate Principal Balance (after
taking into account distributions of the
Class A Principal Distribution
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<PAGE>
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal
Balance (after taking into account
distributions of the Class M-1 Principal
Distribution Amount on such Distribution
Date) and (C) the Class M-2 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 87.10% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class R and Class M-1 Certificates has
been reduced to zero, the Class M-2
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class
M-2 Certificate Principal Balance and (y)
100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class R and Class M-1
Certificates and (II) in no event will the
Class M-2 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-2 Certificate
Principal Balance.
Class M-2
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-2 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-2
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class M-3
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-3 Certificates.
Class M-3
Certificate: Any Certificate designated as a "Class M-3
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-3
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-3 Certificates.
Class M-3
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-3 Pass-Through Rate on
the Class M-3 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-3 Certificates.
Class M-3
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-3 Certificates with respect to Class M-3
Current Interest and Class M-3
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-3
Pass-Through Rate for the related Accrual
Period.
Class M-3
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-3 Certificates, the
least of (1) 5.517% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.017%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
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<PAGE>
Class M-3 Principal Distribution
Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance and the Class M-2 Certificate
Principal Balance have been reduced to
zero and a Trigger Event exists, or as long
as a Trigger Event does not exist,
the excess of (1) the sum of (A) the Class
A Certificate Principal Balance and
Class R Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution
Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance
(after taking into account distributions
of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C)
the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal
Distribution Amount) and (D) the Class
M-3 Certificate Principal Balance
immediately prior to such Distribution Date
over (2) the lesser of (A) 88.70% of the
Stated Principal Balances of the
Mortgage Loans as of the end of the
immediately preceding Due Period and (B) the
excess of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period over
the Minimum Required
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M-1 and Class M-2 Certificates
has been reduced to zero, the Class M-3
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class M-3
Certificate Principal Balance and
(y) 100% of the Principal Distribution
Amount remaining after any distributions
on such Class A, Class R, Class M-1 and
Class M-2 Certificates and (II) in no
event will the Class M-3 Principal
Distribution Amount with respect to any
Distribution Date exceed the Class M-3
Certificate Principal Balance.
Class M-3
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-3 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-3
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class M-4
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-4 Certificates.
Class M-4
Certificate: Any Certificate designated as a "Class M-4
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-4
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-4 Certificates.
Class M-4
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-4 Pass-Through Rate on
the Class M-4 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-4 Certificates.
Class M-4
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-4 Certificates with respect to Class M-4
Current Interest and Class M-4
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-4
Pass-Through Rate for the related Accrual
Period.
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Class M-4
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-4 Certificates, the
least of (1) 5.696% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.196%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-4
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance and the Class M-3
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount, (D) the Class M-3 Certificate
Principal Balance (after taking into
account distributions of the Class M-3
Principal Distribution Amount), and (E) the
Class M-4 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
91.30% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
Overcollateralization Amount. Notwithstanding
the foregoing, (I) on any Distribution Date
prior to the Stepdown Date on which
the Certificate Principal Balance of each
Class of Class A, Class R, Class M-1,
Class M-2 and Class M-3 Certificates has
been reduced to zero, the Class M-4
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class
M-4 Certificate Principal Balance and (y)
100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class R, Class M-1,
Class M-2 and Class M-3 Certificates and
(II) in no event will the Class M-4
Principal Distribution Amount with respect
to any Distribution Date exceed the
Class M-4 Certificate Principal
Balance.
Class M-4
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-4 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-4
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class M-5
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-5 Certificates.
Class M-5
Certificate: Any Certificate designated as a "Class M-5
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-5
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-5 Certificates.
Class M-5
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-5 Pass-Through Rate on
the Class M-5 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any
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previous distributions on such Class that
are recovered as a voidable preference
by a trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the Class M-5
Certificates.
Class M-5
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-5 Certificates with respect to Class M-5
Current Interest and Class M-5
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-5
Pass-Through Rate for the related Accrual
Period.
Class M-5
Pass-Through Rate: As of any Distribution Date up to and
including the Optional Termination Date for
the Class M-5 Certificates, the
least of (1) 5.765% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.265%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-5
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal balance, the Class M-3 Certificate
Principal Balance and the Class M-4
Certificate Principal Balance have been
reduced to zero and a Trigger Event exists,
or as long as a Trigger Event does
not exist, the excess of (1) the sum of (A)
the Class A Certificate Principal
Balance and Class R Certificate Principal
Balance (after taking into account
distributions of the Class A Principal
Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into
account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2
Certificate Principal Balance (after
taking into account distributions of the
Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class
M-3 Certificate Principal Balance
(after taking into account distributions of
the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the
Class M-4 Certificate Principal
Balance (after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such Distribution
Date) and (F) the Class M-5 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the
lesser of (A) 93.40% of the Stated
Principal Balances of the Mortgage Loans as
of the end of the immediately preceding Due
Period and (B) the excess of the
Stated Principal Balances of the Mortgage
Loans as of the end of the immediately
preceding Due Period over the Minimum
Required Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the
Stepdown Date on which the Certificate
Principal Balance of each Class of Class
A, Class R, Class M-1, Class M-2, Class M-3
and Class M-4 Certificates has been
reduced to zero, the Class M-5 Principal
Distribution Amount will equal the
lesser of (x) the outstanding Class M-5
Certificate Principal Balance and (y)
100% of the Principal Distribution Amount
remaining after any distributions on
such Class A, Class R, Class M-1, Class
M-2, Class M-3 and Class M-4
Certificates and (II) in no event will the
Class M-5 Principal Distribution
Amount with respect to any Distribution
Date exceed the Class M-5 Certificate
Principal Balance.
Class M-5
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-5 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-5
Certificates pursuant to the definition of
"Certificate Principal Balance."
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<PAGE>
Class M-6
Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts
with respect to the Mortgage Loans
which have been applied to the reduction of
the Certificate Principal Balance of
the Class M-6 Certificates.
Class M-6
Certificate: Any Certificate designated as a "Class M-6
Certificate" on the face thereof, in the
form of Exhibit A hereto, representing
the right to distributions as set forth
herein.
Class M-6
Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance
of the Class M-6 Certificates.
Class M-6
Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period
at the Class M-6 Pass-Through Rate on
the Class M-6 Certificate Principal Balance
as of the first day of such Accrual
Period (after giving effect to all
distributions of principal made or deemed to
be made as of such first day) plus the
Current Interest and Interest Carry
Forward Amount portions of any previous
distributions on such Class that are
recovered as a voidable preference by a
trustee in bankruptcy, less any
Non-Supported Interest Shortfall allocated
on such Distribution Date to the
Class M-6 Certificates.
Class M-6
Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6
Current Interest with respect to
prior Distribution Dates over (B) the
amount actually distributed to the Class
M-6 Certificates with respect to Class M-6
Current Interest and Class M-6
Interest Carry Forward Amounts on such
prior Distribution Dates and (2) interest
on such excess (to the extent permitted by
applicable law) at the Class M-6
Pass-Through Rate for the related Accrual
Period.
Class M-6 Pass-Through Rate: As of
any Distribution Date up to and
including the Optional Termination Date for
the Class M-6 Certificates, the
least of (1) 5.864% per annum, (2) the
Subordinated Available Funds Cap for such
Distribution Date and (3) the Subordinated
Maximum Rate Cap for such
Distribution Date and, as of any
Distribution Date after the Optional
Termination Date, the least of (1) 6.364%
per annum, (2) the Subordinated
Available Funds Cap for such Distribution
Date and (3) the Subordinated Maximum
Rate Cap for such Distribution Date.
Class M-6
Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of
the Principal Distribution Amount
for such Distribution Date if the Class A
Certificate Principal Balance, the
Class R Certificate Principal Balance, the
Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance, the Class M-3 Certificate
Principal Balance, the Class M-4
Certificate Principal Balance and the Class M-5
Certificate Principal Balance have been
reduced to zero and a Trigger Event
exists, or as long as a Trigger Event does
not exist, the excess of (1) the sum
of (A) the Class A Certificate Principal
Balance and Class R Certificate
Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such
Distribution Date), (B) the Class M-1
Certificate Principal Balance (after taking
into account distributions of the
Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the
Class M-2 Certificate Principal Balance
(after taking into account distributions
of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D)
the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such
Distribution Date), (E) the Class M-4
Certificate Principal Balance (after
taking into account distributions of the
Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class
M-5 Certificate Principal Balance
(after taking into account distributions of
the Class M-5 Principal Distribution
Amount on such Distribution Date), and (G)
the Class M-6 Certificate Principal
Balance immediately prior to such
Distribution Date over (2) the lesser of (A)
94.10% of the Stated Principal Balances of
the Mortgage Loans as of the end of
the immediately preceding Due Period and
(B) the excess of the Stated Principal
Balances of the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Minimum Required
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<PAGE>
Overcollateralization Amount.
Notwithstanding the foregoing, (I) on any
Distribution Date prior to the Stepdown
Date on which the Certificate Principal
Balance of each Class of Class A, Class R,
Class M-1, Class M-2, Class M-3,
Class M-4 and Class M-5 Certificates has
been reduced to zero, the Class M-6
Principal Distribution Amount will equal
the lesser of (x) the outstanding Class
M-6 Certificate Principal Balance and (y)
100% of the Principal Distribution
Amount remaining after any distributions on
such Class A, Class R, Class M-1,
Class M-2, Class M-3, Class M-4 and Class
M-5 Certificates and (II) in no event
will the Class M-6 Principal Distribution
Amount with respect to any
Distribution Date exceed the Class M-6
Certificate Principal Balance.
Class M-6
Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied
Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class
M-6 Unpaid Realized Loss Amounts on
all previous Distribution Dates and (y) all
increases in the Certificate
Principal Balance of such Class M-6
Certificates pursuant to the definition of
"Certificate Principal Balance."
Class R
Certificate: Any Certificate designated as a "Class R
Certificate"
on the face thereof, in the form of Exhibit
A hereto, representing the right to
distributions as set forth herein.
Class R
Certificate Principal Balance: As of any date of determination,
the Certificate Principal Balance of the
Class R Certificate.
Class X
Certificates: The Class X Certificates executed by the Trustee
and
authenticated by the Trustee in
substantially the form set forth in Exhibit A.
Class X
Distributable Amount: The excess of (x) the sum of (i) the
initial
Overcollateralization Amount and (ii) all
interest payments accrued on the REMIC
2 X Interest over (y) the sum of (i) all
prior distributions to the Class X
Certificates pursuant to Section 5.05(g)
and (ii) all payments treated as
distributed by REMIC 2 to the REMIC 2 X
Interest then paid to the holders of
Class A, Class M and Class B Certificates
pursuant to an interest rate cap
contract as described in Section
2.07(d).
Closing
Date: August 30, 2005.
Code: The
Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Collateral
Value: With respect to a Mortgage Loan, the proceeds of which
were used to purchase the related Mortgaged
Property (or applicable dwelling
unit, in the case of a Co-op Loan), the
lesser of (x) the appraisal value of
such Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan) based on an appraisal made for the
originator by an independent fee
appraiser at the time of the origination of
the related Mortgage Loan and (y)
the sales price of such Mortgaged Property
(or applicable dwelling unit, in the
case of a Co-op Loan) at such time of
origination and means, with respect to a
Mortgage Loan the proceeds of which were
used to refinance an existing Mortgage
Loan, the appraised value of the Mortgaged
Property (or applicable dwelling
unit, in the case of a Co-op Loan) based
upon the appraisal obtained at the time
of refinancing.
Collection
Account: The separate Eligible Accounts created and initially
maintained by the Servicer pursuant to
Section 3.05(d) in the name of the
Trustee for the benefit of the
Certificateholders and designated "Specialized
Loan Servicing LLC, as servicer for U.S.
Bank National Association, as trustee,
in trust for registered holders of Terwin
Mortgage Trust, Asset-Backed
Certificates, Series TMTS 2005-12ALT."
Funds in the Collection Account shall be
held in trust for the Certificateholders
for the uses and purposes set forth in
this Agreement.
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<PAGE>
Compensating Interest: For any Distribution Date and with respect
to each
voluntary Principal Prepayment on the
related Mortgage Loans serviced by the
Servicer, the lesser of (i) one-half of the
Aggregate Servicing Fee payable on
such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall if
any, for the related Prepayment Period;
provided, however, that any Compensating
Interest remitted by the Servicing
Administrator shall not exceed the Securities
Administrator Fee for such Distribution
Date.
Co-op
Lease: With respect to a Co-op Loan, the lease with respect to
a
dwelling unit occupied by the Mortgagor and
relating to the stock allocated to
the related dwelling unit.
Co-op
Loan: A Mortgage Loan secured by the pledge of stock allocated to
a
dwelling unit in a residential cooperative
housing corporation and a collateral
assignment of the related Co-op Lease.
Corporate
Trust Office: With respect to (a) the Trustee, the corporate
trust office at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date
of the execution of this instrument is
located at 209 South LaSalle Street,
Suite 300, Chicago, Illinois 60604, Attn:
Corporate Trust Structured Finance,
Terwin Mortgage Trust 2005-12ALT, or at
such other address as the Trustee may
designate from time to time by notice to
the Certificateholders, the Depositor,
the Seller, the Servicing Administrator,
the Securities Administrator, the
Backup Servicer and the Servicer and (b)
the Securities Administrator and the
Backup Servicer, the principal corporate
trust office at which at any particular
time its corporate trust business in
connection with this Agreement shall be
administered, which office at the date of
the execution of this instrument is
located at 4 New York Plaza, New York, New
York 10004-2477, Attention: Worldwide
Securities Services/Global Debt--Terwin
Mortgage Trust 2005-12ALT, or at such
other address as the Securities
Administrator may designate from time to time by
notice to the Certificateholders, the
Trustee, the Depositor, the Seller, the
Servicing Administrator, the Servicer, the
Backup Servicer and the Securities
Administrator. With respect to the
Securities Administrator, Certificate
Registrar and presentment of Certificates
for registration of transfer, exchange
or final payment, 2001 Bryan Street, 10th
Floor, Dallas, Texas 75201, Attention:
Worldwide Securities Services/Global
Debt--Terwin Mortgage Trust 2005-12ALT.
Corresponding Certificates: With respect to the Class LT1-R$100
Interest,
the Class R Certificates. With respect to
the Class LT1-AF-1 Interest, the Class
AF-1 Certificates. With respect to the
Class LT1-AF-2 Interest, the Class AF-2
Certificates. With respect to the Class
LT1-AF-3 Interest, the Class AF-3
Certificates. With respect to the Class
LT1-AF-4 Interest, the Class AF-4
Certificates. With respect to the Class
LT1-AF-5 Interest, the Class AF-5
Certificates. With respect to the Class
LT1-AV-1 Interest, the Class AV-1
Certificates. With respect to the Class
LT1-AV-2 Interest, the Class AV-2
Certificates. With respect to the Class
LT1-AV-3 Interest, the Class AV-3
Certificates. With respect to the Class
LT1-B1 Interest, the Class B-1
Certificates. With respect to the Class
LT1-B2 Interest, the Class B-2
Certificates. With respect to the Class
LT1-B3 Interest, the Class B-3
Certificates. With respect to the Class
LT1-M1 Interest, the Class M-1
Certificates. With respect to the Class
LT1-M2 Interest, the Class M-2
Certificates. With respect to the Class
LT1-M3 Interest, the Class M-3
Certificates. With respect to the Class
LT1-M4 Interest, the Class M-4
Certificates. With respect to the Class
LT1-M5 Interest, the Class M-5
Certificates. With respect to the Class
LT1-M6 Interest, the Class M-6
Certificates.
Credit
Risk Management Agreement: The agreement between the Servicer
and
the Credit Risk Manager dated as of August
30, 2005.
Credit Risk Manager: The
Murrayhill Company, a Colorado corporation, or
its successor in interest.
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<PAGE>
Credit
Risk Manager Fee: The fee payable on each Distribution Date to
the
Credit Risk Manager as compensation for all
services rendered by it in exercise
and performance of any of the powers and
duties of the Credit Risk Manager under
the Credit Risk Management Agreement, which
amount shall equal one-twelfth of
the product of (i) the Credit Risk Manager
Fee Rate and (ii) the Stated
Principal Balance of the Mortgage Loans as
of the immediately preceding
Distribution Date.
Credit
Risk Manager Fee Rate: 0.010% per annum.
Current
Interest: Any of the Class AF-1 Current Interest, the Class
AF-2
Current Interest, the Class AF-3 Current
Interest, the Class AF-4 Current
Interest, the Class AF-5 Current Interest,
the Class AV-1 Current Interest, the
Class AV-2 Current Interest, the Class AV-3
Current Interest, the Class M-1
Current Interest, the Class M-2 Current
Interest, the Class M-3 Current
Interest, the Class M-4 Current Interest,
the Class M-5 Current Interest, the
Class M-6 Current Interest, the Class B-1
Current Interest, the Class B-2
Current Interest and the Class B-3 Current
Interest.
Custodian:
Deutsche Bank National Trust Company, as custodian, or its
successor in interest.
Cut-off
Date: August 1, 2005.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof as of the close
of business on the calendar day
immediately preceding the Cut-off Date
after application of all payments of
principal due on or prior to the Cut-off
Date, whether or not received, and all
Principal Prepayments received prior to the
Cut-off Date, but without giving
effect to any installments of principal
received in respect of Due Dates after
the Cut-off Date.
Definitive
Certificates: As defined in Section 6.06 hereof.
Deleted
Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.
Delinquent: A Mortgage Loan is "delinquent" if any payment due
thereon is
not made pursuant to the terms of such
Mortgage Loan by the close of business on
the day such payment is scheduled to be
due. A Mortgage Loan is "30 days
delinquent" if such payment has not been
received by the close of business on
the corresponding day of the month
immediately succeeding the month in which
such payment was due, or, if there is no
such corresponding day (e.g., as when a
30-day month follows a 31-day month in
which a payment was due on the 31st day
of such month), then on the last day of
such immediately succeeding month. With
respect to any Mortgage Loan due on any day
other than the first day of the
month, such Mortgage Loan shall be deemed
to be due on the first day of the
immediately succeeding month. Similarly for
"60 days delinquent," "90 days
delinquent" and so on.
Denomination: With respect to each Certificate, the amount set
forth on
the face thereof as the "Initial Principal
Balance of this Certificate."
Depositor:
Merrill Lynch Mortgage Investors, Inc., a Delaware corporation,
or its successor in interest.
Depository: The initial Depository shall be The Depository Trust
Company
("DTC"), the nominee of which is Cede &
Co., or any other organization
registered as a "clearing agency" pursuant
to Section 17A of the Securities
Exchange Act of 1934, as amended. The
Depository shall initially be the
registered Holder of the Book-Entry
Certificates. The Depository shall at all
times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New
York.
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Depository
Agreement: With respect to Classes of Book-Entry Certificates,
the agreement among the Trustee, the
Securities Administrator and the initial
Depository.
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.
Designated
Transaction: A transaction in which the assets underlying the
Certificates consist of single-family
residential, multi-family residential,
home equity, manufactured housing and/or
commercial mortgage obligations that
are secured by single-family residential,
multi-family residential, commercial
real property or leasehold interests
therein.
Determination Date: With respect to any Distribution Date, the 18th
day of
the month of such Distribution Date or, if
such 18th day is not a Business Day,
the immediately preceding Business Day.
Disqualified Organization: (1) the United States, any state or
political
subdivision thereof, any foreign
government, any international organization, or
any agency or instrumentality of any of the
foregoing, (2) any organization
(other than a cooperative described in
Section 521 of the Code) which is exempt
from tax under Chapter 1 of Subtitle A of
the Code unless such organization is
subject to the tax imposed by Section 511
of the Code and (3) any organization
described in Section 1381(a)(2)(C) of the
Code.
Distribution Date: The 25th day of each calendar month after the
initial
issuance of the Certificates, or if such
25th day is not a Business Day, the
next succeeding Business Day, commencing in
September 2005.
Due Date:
With respect to any Distribution Date and any Mortgage Loan,
the
day during the related Due Period on which
a Scheduled Payment is due.
Due
Period: With respect to any Distribution Date, the period beginning
on
the second day of the calendar month
preceding the calendar month in which such
Distribution Date occurs and ending on the
first day of the month in which such
Distribution Date occurs.
Eligible Account: An account
that is (1) maintained with a depository
institution the long-term unsecured debt
obligations of which are rated by the
Rating Agency in one of its two highest
rating categories, or (2) maintained
with the corporate trust department of a
bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is the
corporate trust department of a national
bank or banking corporation which has a
rating of at least A-1 by S&P or F1 by
Fitch or (i) an account or accounts the
deposits in which are fully insured by
the FDIC, or (ii) an account or accounts,
acceptable to the Rating Agency
without reduction or withdrawal of the
rating of any Class of Certificates, as
evidenced in writing, by a depository
institution in which such accounts are
insured by the FDIC (to the limit
established by the FDIC), the uninsured
deposits in which accounts are otherwise
secured such that, as evidenced by an
Opinion of Counsel delivered to and
acceptable to the Securities Administrator,
the Trustee and the Rating Agency, the
Certificateholders have a claim with
respect to the funds in such account and a
perfected first security interest
against any collateral (which shall be
limited to Permitted Investments)
securing such funds that is superior to
claims of any other depositors or
creditors of the depository institution
with which such account is maintained,
or (iii) maintained at an eligible
institution whose commercial paper,
short-term debt or other short-term
deposits are rated at least A+ by S&P and
F-1+ by Fitch, or (iv) maintained with a
federal or state chartered depository
institution the deposits in which are
insured by the FDIC to the applicable
limits and the short-term unsecured debt
obligations of which (or, in the case
of a depository institution that is a
subsidiary of a holding company, the
short-term unsecured
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debt obligations of such holding company)
are rated A by S&P or Prime 1 by
Moody's at the time any deposits are held
on deposit therein, or (v) otherwise
acceptable to each Rating Agency, as
evidenced by a letter from the Rating
Agency to the Trustee, or (3) a segregated
trust account or accounts maintained
with the Trustee, the Securities
Administrator or any other 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, including any
successor or amendatory provisions.
ERISA-Qualifying Underwriting: A best efforts or firm
commitment
underwriting or private placement that
would satisfy the requirements of any
applicable underwriter's exemption granted
by the United States Department of
Labor, except, in relevant part, for the
requirement that the certificates have
received a rating at the time of
acquisition that is in one of the three (or
four, in the case of a "designated
transaction") highest generic rating
categories by at least one of the Rating
Agencies.
ERISA
Restricted Certificates: The Class X Certificates, Class ES
Certificates and Class R Certificate and
any other Certificate, unless the
acquisition and holding of such other
Certificate is covered by and exempt under
any applicable underwriter's exemption
granted by the United States Department
of Labor.
Event of
Default: As defined in Section 8.01 hereof.
Exception
Report: As defined in Section 2.02 hereof.
Excess
Interest: On any Distribution Date, for each Class of the Class
A,
Class M and Class B Certificates, the
excess, if any, of (1) the amount of
interest such Class of Certificates is
entitled to receive on such Distribution
Date at its Pass-Through Rate over (2) the
amount of interest such Class of
Certificates would have been entitled to
receive on such Distribution Date had
the Pass-Through Rate for such Class been
the REMIC Pass-Through Rate.
Excess
Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of
(1) the unpaid principal balance of
such Liquidated Loan as of the date of such
liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which
interest was last paid or advanced
to Certificateholders (and not reimbursed
to the Servicer) up to the Due Date in
the month in which such Liquidation
Proceeds are required to be distributed on
the unpaid principal balance of such
Liquidated Loan outstanding during each Due
Period as to which such interest was not
paid or advanced.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Extra
Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the
excess of (A) the sum of (i) the
Aggregate Certificate Principal Balance
immediately preceding such Distribution
Date reduced by the Principal Funds with
respect to such Distribution Date and
(ii) $3,150,108 over (B) the Pool Stated
Principal Balance of the Mortgage Loans
as of such Distribution Date and (2) on and
after the Stepdown Date, (A) the sum
of (i) the Aggregate Certificate Principal
Balance immediately preceding such
Distribution Date, reduced by the Principal
Funds with respect to such
Distribution Date and (ii) the greater of
(a) 2.00% of the Pool Stated Principal
Balance of the Mortgage Loans and (b) the
Minimum Required Overcollateralization
Amount less (B) the Pool Stated Principal
Balance of the Mortgage Loans as of
such Distribution Date; provided, however,
that if on any Distribution Date a
Trigger Event is in effect, the Extra
Principal Distribution Amount will not be
reduced to the applicable percentage of the
then-current Pool Stated Principal
Balance of the Mortgage
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Loans as of the Due Date immediately prior
to the Trigger Event until the next
Distribution Date on which the Trigger
Event is not in effect.
Fannie
Mae: A federally chartered and privately owned corporation
organized and existing under the Federal
National Mortgage Association Charter
Act, or any successor thereto.
FDIC: The Federal
Deposit Insurance Corporation, or any successor thereto.
Federal
Funds Rate: The interest rate at which depository institutions
lend balances at the Federal Reserve to
other depository institutions overnight.
Fitch:
Fitch, Inc., or its successor in interest.
Fixed Rate
Certificates: The Class AF-2, the Class AF-3, the Class AF-4,
the Class AF-5 and the Subordinated
Certificates.
Floating
Rate Certificate Carryover: With respect to a Distribution
Date,
in the event that the Pass-Through Rate for
a class of Class A, Class M or Class
B Certificates is based upon the related
Available Funds Cap, the excess of (1)
the amount of interest that such Class
would have been entitled to receive on
such Distribution Date had the Pass-Through
Rate for that Class not been
calculated based on the related Available
Funds Cap, over (2) the amount of
interest such class was entitled to receive
on such Distribution Date based on
the related Available Funds Cap, together
with (i) the unpaid portion of any
such excess from prior Distribution Dates
(and interest accrued thereon at the
then applicable Pass-Through Rate, without
giving effect to the applicable
Available Funds Cap) and (ii) any amount
previously distributed with respect to
Floating Rate Certificate Carryover for
such class that is recovered as a
voidable preference by a trustee in
bankruptcy.
Form 10-K
Certification: The certification required pursuant to Rule
13a-14 under the Exchange Act, including
any certification that may be required
by any rules or regulations promulgated
pursuant to the Sarbanes-Oxley Act of
2002 (as such may be amended from time to
time).
Freddie
Mac: A corporate instrumentality of the United States created
and
existing under Title III of the Emergency
Home Finance Act of 1970, as amended,
or any successor thereto.
Guaranteed
Distributions: As defined in the Certificate Insurance Policy.
Grantor
Trusts: The grantor trusts described in Section 2.07 hereof.
Group I:
The portion of the Mortgage Pool identified as "Group I" in the
Prospectus Supplement.
Group I
Administration Fee: The sum of the Group I Servicing Fee, the
Group I Securities Administrator Fee and
the Group I Credit Risk Manager Fee.
Group I
Available Funds Cap: As of any Distribution Date, for the Class
AF-1 Certificates, a per annum rate equal
to the product of (A) 12 times the
quotient obtained by dividing (x) the
excess of (a) the total scheduled interest
on the Group I Mortgage Loans for the
related Due Period over (b) the sum of the
Group I Administration Fee and the Group I
Certificate Insurer Premium for such
Distribution Date by (y) the aggregate
Stated Principal Balance of the Mortgage
Loans in Group I as of the first day of the
related Accrual Period (or, in the
case of the first Distribution Date, as of
the Cut-off Date) and (B) a fraction,
the numerator of which is 30 and the
denominator of which is the actual number
of days in the related Accrual Period.
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<PAGE>
Group I
Certificate Insurer Premium: With respect to any Distribution
Date, the Certificate Insurer Premium
multiplied by a fraction, the numerator of
which is the Stated Principal Balance of
the Mortgage Loans in Group I as of the
immediately preceding Distribution Date and
the denominator of which is the
Stated Principal Balance of the Mortgage
Loans in Group I and Group II as of the
immediately preceding Distribution
Date.
Group I
Credit Risk Manager Fee: The product of (i) the Credit Risk
Manager Fee Rate and (ii) the Stated
Principal Balance of the Mortgage Loans in
Group I as of the immediately preceding
Distribution Date.
Group I
Maximum Rate Cap: With respect to the Class AF-1 Certificates
and
any Distribution Date, the product of (A)
12 times the quotient obtained by
dividing (x) the aggregate scheduled
interest that would have been due on the
Adjustable Rate Mortgage Loans in Group I
during the related Due Period had the
Adjustable Rate Mortgage Loans in Group I
provided for interest at their
respective maximum lifetime Mortgage Rates
and the aggregate scheduled interest
that would have been due on the Fixed Rate
Mortgage Loans in Group I during the
related Due Period had the Fixed Rate
Mortgage Loans in Group I provided for
interest at their respective Mortgage
Rates, less the sum of the Group I
Administration Fee and the Group I
Certificate Insurer Premium for such
Distribution Date, divided by (y) the
Outstanding Principal Balances of the
Group I Mortgage Loans for such
Distribution Date and (B) fraction, the
numerator of which is 30 and the
denominator of which is the actual number of
days in the related Accrual Period; and
with respect to the Class AF-2, Class
AF-3, Class AF-4 and Class AF-5
Certificates and any Distribution Date, 12 times
the quotient obtained by dividing (x) the
aggregate scheduled interest that
would have been due on the Adjustable Rate
Mortgage Loans in Group I during the
related Due Period had the Adjustable Rate
Mortgage Loans in Group I provided
for interest at their respective maximum
lifetime Mortgage Rates and the
aggregate scheduled interest that would
have been due on the Fixed Rate Mortgage
Loans in Group I during the related Due
Period had the Fixed Rate Mortgage Loans
in Group I provided for interest at their
respective Mortgage Rates, less the
sum of the Group I Administration Fee and
the Group I Certificate Insurer
Premium for such Distribution Date, divided
by (y) the Outstanding Principal
Balances of the Group I Mortgage Loans for
such Distribution Date.
Group I
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group I Mortgage Loan Schedule attached
hereto as Exhibit B-2.
Group I
Net WAC Cap: As of any Distribution Date, for the Class AF-2,
Class AF-3, Class AF-4 and Class AF-5
Certificates, a per annum rate equal to 12
times the quotient obtained by dividing (x)
the excess of (a) the total
scheduled interest on the Group I Mortgage
Loans for the related Due Period over
(b) the sum of the Group I Administration
Fee and the Group I Certificate
Insurer Premium for such Distribution Date
by (y) the aggregate Stated Principal
Balance of the Mortgage Loans in Group I as
of the first day of the related
Accrual Period (or, in the case of the
first Distribution Date, as of the
Cut-off Date).
Group I
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the
aggregate Certificate Principal Balance of
the Group I Senior Certificates and Class R
Certificates and (ii) the product of
(x) the Group I Principal Distribution
Percentage and (y) the Class A Principal
Distribution Amount; provided, however,
that with respect to any Distribution
Date on which any of the Group I Senior
Certificates and Class R Certificates
are outstanding and the Certificate
Principal Balance of the Group II Senior
Certificates has been reduced to zero, the
Group I Principal Distribution Amount
will equal the Class A Principal
Distribution Amount.
Group I
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect
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<PAGE>
to Mortgage Loans in Group I and the
denominator of which is the amount of
Principal Funds received from all of the
Mortgage Loans in the mortgage pool.
Group I
Securities Administrator Fee: As to any Distribution Date and
each
Mortgage Loan in Group I, an amount equal
to the product of the applicable
Securities Administrator Fee Rate and the
outstanding Stated Principal Balance
of such Mortgage Loan as of the preceding
Distribution Date.
Group I
Senior Certificates: The Class AF-1, Class AF-2, Class AF-3,
Class
AF-4 and Class AF-5 Certificates.
Group I
Servicing Fee: As to each Mortgage Loan in Group I and any
Distribution Date, an amount equal to one
month's interest at the Servicing Fee
Rate on the Stated Principal Balance of
such Mortgage Loan as of the immediately
preceding Distribution Date or, in the
event of any payment of interest that
accompanies a Principal Prepayment in full
made by the Mortgagor, interest at
the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan as
of the immediately preceding Distribution
Date for the period covered by such
payment of interest (in each case payable
from interest collections on such
Mortgage Loan).
Group II:
The portion of the Mortgage Pool identified as "Group II" in
the
Prospectus Supplement.
Group II
Administration Fee: The sum of the Group II Servicing Fee, the
Group II Securities Administrator Fee and
the Group II Credit Risk Manager Fee.
Group II
Available Funds Cap: As of any Distribution Date, for the Group
II Senior Certificates, a per annum rate
equal to the product of (A) 12 times
the quotient obtained by dividing (x) the
excess of (a) the total scheduled
interest on the Group II Mortgage Loans for
the related Due Period over (b) the
sum of the Group II Administration Fee and
the Group II Certificate Insurer
Premium for such Distribution Date by (y)
the aggregate Stated Principal Balance
of the Mortgage Loans in Group II as of the
first day of the related Accrual
Period (or, in the case of the first
Distribution Date, as of the Cut-off Date)
and (B) a fraction, the numerator of which
is 30 and the denominator of which is
the actual number of days in the related
Accrual Period.
Group II
Certificate Insurer Premium: With respect to any Distribution
Date, the Certificate Insurer Premium
multiplied by a fraction, the numerator of
which is the Stated Principal Balance of
the Mortgage Loans in Group II as of
the immediately preceding Distribution Date
and the denominator of which is the
Stated Principal Balance of the Mortgage
Loans in Group I and Group II as of the
immediately preceding Distribution
Date.
Group II
Credit Risk Manager Fee: The product of (i) the Credit Risk
Manager Fee Rate and (ii) the Stated
Principal Balance of the Mortgage Loans in
Group II as of the immediately preceding
Distribution Date.
Group II
Maximum Rate Cap: With respect to the Group II Senior
Certificates and any Distribution Date, the
product of (I) 12 times the quotient
obtained by dividing (x) the aggregate
scheduled interest that would have been
due on the Group II Mortgage Loans during
the related Due Period had the Group
II Mortgage Loans provided for interest at
their respective maximum lifetime
Mortgage Rates, less the sum of the Group
II Administration Fee and the Group II
Certificate Insurer Premium for such
Distribution Date, divided by (y) the
Outstanding Principal Balances of the Group
II Mortgage Loans for such
Distribution Date and (II) a fraction, the
numerator of which is 30 and the
denominator of which is the actual number
of days in the related Accrual Period.
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Group II
Mortgage Loan: Any Mortgage Loan at any time identified in the
Group II Mortgage Loan Schedule attached
hereto as Exhibit B-3. All of the Group
II Mortgage Loans are Adjustable Rate
Mortgage Loans.
Group II
Net WAC Cap: As of any Distribution Date, a per annum rate
equal
to 12 times the quotient obtained by
dividing (x) the excess of (a) the total
scheduled interest on the Group II Mortgage
Loans for the related Due Period
over (b) the sum of the Group II
Administration Fee and the Group II Certificate
Insurer Premium for such Distribution Date
by (y) the aggregate Stated Principal
Balance of the Mortgage Loans in Group II
as of the first day of the related
Accrual Period (or, in the case of the
first Distribution Date, as of the
Cut-off Date).
Group II
Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the
aggregate Certificate Principal Balance of
the Group II Senior Certificates and (ii)
the product of (x) the Group II
Principal Distribution Percentage and (y)
the Class A Principal Distribution
Amount; provided, however, that with
respect to any Distribution Date on which
any of the Group II Senior Certificates are
outstanding and the Certificate
Principal Balances of the Group I Senior
Certificates and Class R Certificates
have been reduced to zero, the Group II
Principal Distribution Amount will equal
the Class A Principal Distribution
Amount.
Group II
Principal Distribution Percentage: With respect to any
Distribution Date, a fraction expressed as
a percentage, the numerator of which
is the amount of Principal Funds received
with respect to Mortgage Loans in
Group II and the denominator of which is
the amount of Principal Funds received
from all of the Mortgage Loans in the
mortgage pool.
Group II
Securities Administrator Fee: As to any Distribution Date and
each Mortgage Loan in Group II, an amount
equal to the product of the applicable
Securities Administrator Fee Rate and the
outstanding Stated Principal Balance
of such Mortgage Loan as of the preceding
Distribution Date.
Group II
Senior Certificates: The Class AV-1, Class AV-2 and Class AV-3
Certificates.
Group II
Servicing Fee: As to each Mortgage Loan in Group II and any
Distribution Date, an amount equal to one
month's interest at the Servicing Fee
Rate on the Stated Principal Balance of
such Mortgage Loan as of the immediately
preceding Distribution Date or, in the
event of any payment of interest that
accompanies a Principal Prepayment in full
made by the Mortgagor, interest at
the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan as
of the immediately preceding Distribution
Date for the period covered by such
payment of interest (in each case payable
from interest collections on such
Mortgage Loan).
Initial
Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the
origination of such Mortgage Loan.
Initial
Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such
Certificate or any predecessor
Certificate on the Closing Date as set
forth in Section 6.01 hereof.
Initial
Certification: As defined in Section 2.02.
Initial ES
Strip: For any Distribution Date, an amount equal to the
product of (x) the Stated Principal Balance
of the Mortgage Loans as of the
immediately preceding Distribution Date and
(y) the excess of the Servicing Fee
Rate over the SLS Servicing Fee Rate as of
the Closing Date.
Initial
Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment
Date.
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Insurance
Policy: With respect to any Mortgage Loan included in the Trust
Fund, any insurance policy, including all
riders and endorsements thereto in
effect with respect to such Mortgage Loan,
including any replacement policy or
policies for any insurance policies.
Insurance
Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy or any
other insurance policy covering a
Mortgage Loan, to the extent such proceeds
are payable to the mortgagee under
the Mortgage, the Servicer or the Trustee
under the deed of trust and are not
applied to the restoration of the related
Mortgaged Property or released to the
Mortgagor in accordance with the procedures
that the Servicer would follow in
servicing mortgage loans held for its own
account, in each case other than any
amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured
Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to the
Mortgage Loans.
Interest
Carry Forward Amount: Any of the Class AF-1 Interest Carry
Forward Amount, the Class AF-2 Interest
Carry Forward Amount, the Class AF-3
Interest Carry Forward Amount, the Class
AF-4 Interest Carry Forward Amount, the
Class AF-5 Interest Carry Forward Amount,
the Class AV-1 Interest Carry Forward
Amount, the Class AV-2 Interest Carry
Forward Amount, the Class AV-3 Interest
Carry Forward Amount, the Class M-1
Interest Carry Forward Amount, the Class M-2
Interest Carry Forward Amount, the Class
M-3 Interest Carry Forward Amount, the
Class M-4 Interest Carry Forward Amount,
the Class M-5 Interest Carry Forward
Amount, the Class M-6 Interest Carry
Forward Amount, the Class B-1 Interest
Carry Forward Amount, the Class B-2
Interest Carry Forward Amount or the Class
B-3 Interest Carry Forward Amount, as the
case may be.
Interest
Determination Date: With respect to the LIBOR Certificates, (i)
for any Accrual Period other than the first
Accrual Period, the second LIBOR
Business Day preceding the commencement of
such Accrual Period and (ii) for the
first Accrual Period, August 25, 2005.
Interest
Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest
due during the related Due Period and
received before the related Servicer
Remittance Date or advanced on or before
the related Servicer Remittance Date less
the Administration Fee, (2) all
Advances relating to interest with respect
to the Mortgage Loans, less
unreimbursed Advances due to the Servicer
with respect to such Mortgage Loans,
(3) all Compensating Interest with respect
to the Mortgage Loans, (4)
Liquidation Proceeds with respect to the
Mortgage Loans (to the extent such
Liquidation Proceeds relate to interest)
collected during the related Prepayment
Period and (5) proceeds received by the
Servicer resulting from any purchase
pursuant to Sections 2.02, 2.03 or 10.01
(to the extent such proceeds relate to
interest) less (A) all Non-Recoverable
Advances relating to interest and (B)
other amounts reimbursable to the Servicer,
the Backup Servicer, the Servicing
Administrator, the Securities Administrator
and the Trustee pursuant to this
Agreement and allocable to interest.
Investment
Letter: As defined in Section 6.02(a) hereof.
JPMorgan:
JPMorgan Chase Bank N.A., or its successor in interest.
Last
Scheduled Distribution Date: The Distribution Date in June
2036.
Latest
Possible Maturity Date: The first Distribution Date following
the
third anniversary of the scheduled maturity
date of the Mortgage Loan in the
Trust Fund having the latest scheduled
maturity date as of the Cut-off Date.
Lender: As
defined in Section 5.02(a) hereof.
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Letter
Agreement: While SLS is the Servicer, means the agreement dated
the
Closing Date among SLS, the Depositor and
the Trustee (and acknowledged and
agreed to by the Securities Administrator)
specifying the SLS Servicing Fee Rate
and after SLS is no longer the Servicer,
the agreement among the Depositor, the
Seller, the Trustee, the Securities
Administrator and the successor servicer
specifying the SLS Servicing Fee Rate.
LIBOR
Business Day: Any day on which banks in the City of London,
England
and New York City, New York are open and
conducting transactions in foreign
currency and exchange.
LIBOR
Certificates: Each of the Class AF-1, Class AV-1, Class AV-2
and
Class AV-3 Certificates.
Liquidated
Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that has been liquidated
through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other
realization as provided by applicable
law governing the real property subject to
the related Mortgage and any security
agreements and as to which the Servicer has
certified (in accordance with
Section 3.12) in the related Prepayment
Period that it has received all amounts
it expects to receive in connection with
such liquidation including the final
disposition of the related REO Property
(exclusive of any possibility of a
deficiency judgment).
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in
connection with the partial or complete
liquidation of Mortgage Loans, whether
through trustee's sale, foreclosure sale,
sale by the Servicer pursuant to this
Agreement or otherwise or amounts received
in connection with any condemnation
or partial release of a Mortgaged Property
and any other proceeds received in
connection with an REO Property, less the
sum of related unreimbursed Advances,
the Servicing Fee, Servicing Advances and
any other expenses related to such
Mortgage Loan.
Loan-to-Value Ratio: With respect to any Mortgage Loan, the
original
principal balance of such Mortgage Loan
divided by the Collateral Value of the
related Mortgaged Property (or applicable
dwelling unit, in the case of a Co-op
Loan).
Losses:
Any losses, claims, damages, liabilities or expenses
collectively.
Lower
Collar: With respect to each Distribution Date, the applicable
per
annum rate set forth under the heading
"Lower Collar" in the One-Month LIBOR Cap
Table herein.
LPMI
Insurer: The primary mortgage insurer insuring an LPMI Loan.
LPMI Loan:
A Mortgage Loan covered by an LPMI Policy, as set forth in the
Mortgage Loan Schedule or otherwise
identified to a Servicer in writing.
LPMI
Policy: A policy of primary mortgage insurance issued by a LPMI
Insurer pursuant to which the related
premium is to be paid by a Servicer from
payments of interest made by the
Mortgagor.
Margin: Any of the Class
AF-1 Margin, the Class AV-1 Margin, the Class
AV-2 Margin and the Class AV-3 Margin.
Maximum
Rate Cap: Any of the Group I Maximum Rate Cap, the Group II
Maximum Rate Cap or the Subordinated
Maximum Rate Cap.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
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MERS Loan:
Any Mortgage Loan registered with MERS on the MERS System.
MERS
System: The system of recording transfers of mortgages
electronically
maintained by MERS.
MIN: The
loan number for any MERS Loan.
Minimum
Required Overcollateralization Amount: An amount equal to the
product of (x) 0.50% and (y) the Stated
Principal Balance of the Mortgage Loans
as of the Cut-off Date.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
Monthly
Excess Interest Amount: With respect to each Distribution Date,
the amount, if any, by which the Interest
Funds for such Distribution Date
exceeds the aggregate amount distributed on
such Distribution Date pursuant to
Section 5.05(b) (other than the last clause
thereof).
Monthly
Statement: The statement delivered to the Certificateholders
pursuant to Section 5.06.
Moody's:
Moody's Investors Service, Inc. or its successor in interest.
Mortgage:
With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument
creating a first lien or a first
priority ownership interest in an estate in
fee simple in real property securing
a Mortgage Note. With respect to a Co-op
Loan, the security agreement with all
riders attached thereto creating a security
interest in the stock allocated to a
dwelling unit in a residential cooperative
housing corporation and pledged to
secure such Co-op Loan and the related
Co-op Lease.
Mortgage
File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Mortgage Loan
and any additional documents delivered
to the Trustee or the Custodian to be added
to the Mortgage File pursuant to
this Agreement.
Mortgage
Group: Either of Group I or Group II.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to
the
Trustee pursuant to the provisions hereof
as from time to time are held as a
part of the Trust Fund (including any REO
Property), the mortgage loans so held
being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or
other acquisition of title of the related
Mortgaged Property. Any mortgage loan
that was intended by the parties hereto to
be transferred to the Trust Fund as
indicated by such Mortgage Loan Schedule
which is in fact not so transferred for
any reason shall continue to be a Mortgage
Loan hereunder until the Purchase
Price with respect thereto has been paid to
the Trust Fund.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee to reflect the
deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans
pursuant to the provisions of this
Agreement) transferred to the Trustee as
part of the Trust Fund and from time to
time subject to this Agreement, attached
hereto as Exhibits B-1, B-2 and B-3,
setting forth the following information
with respect to each Mortgage Loan:
(i)
the loan number;
(ii)
borrower name and/or address;
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(iii) the unpaid
principal balance of the Mortgage Loans;
(iv) the
Mortgage Rate;
(v)
the maturity date and the months remaining before
maturity date;
(vi) the
original principal balance;
(vii) the
Cut-off Date Principal Balance;
(viii) the first
payment date of the Mortgage Loan;
(ix) the
Loan-to-Value Ratio
(x)
a code indicating whether the residential dwelling at
the time of origination was represented to be
owner-occupied;
(xi) a
code indicating the property type;
(xii) location
of the related Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op
Loan);
(xiii) a code
indicating whether a prepayment penalty is
applicable and, if so, the term of such prepayment
penalty; and
(xiv) the Credit
Score and date obtained.
Mortgage
Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan
and all amendments, modifications and
attachments thereto.
Mortgage
Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.
Mortgaged
Property: The underlying property securing a Mortgage Loan.
Mortgage
Rate: The annual rate of interest borne by a Mortgage Note from
time to time.
Mortgagor:
The obligor on a Mortgage Note.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the
per
annum rate equal to the then current
Mortgage Rate less the Servicing Fee Rate,
the Securities Administrator Fee Rate and
the Credit Risk Manager Fee Rate.
Net Rate:
The Net WAC multiplied by 30 and divided by the actual number
of
days in the applicable Accrual Period.
Net WAC:
As of any Distribution Date, a per annum rate equal to 12 times
the quotient obtained by dividing (x) the
excess of (i) the total scheduled
interest on the Mortgage Loans for the
related Due Period over (ii) the sum of
the Administration Fee and the Certificate
Insurer Premium for such Distribution
Date by (y) the Outstanding Principal
Balances of the Mortgage Loans for such
Distribution Date.
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Non-Recoverable Advance: With respect to any Mortgage Loan, any
portion of
an Advance previously made or proposed to
be made by the Servicer that, in the
good faith judgment of the Servicer, will
not or, in the case of a current
delinquency, would not, be ultimately
recoverable by the Servicer from the
related Mortgagor, related Liquidation
Proceeds or other proceeds of such
Mortgage Loan.
Non-Recoverable Servicing Advance: With respect to any Mortgage
Loan, any
portion of a Servicing Advance previously
made or proposed to be made by the
Servicer that, in the good faith judgment
of the Servicer, will not or, in the
case of a current Servicing Advance, would
not, be ultimately recoverable by the
Servicer from the related Mortgagor,
related Liquidation Proceeds or other
proceeds of such Mortgage Loans.
Non-Supported Interest Shortfall: As defined in Section 5.03
hereof.
Notices:
As defined in Section 9.01 hereof.
Offered
Certificates: The Class A, Class M, Class B and Class R
Certificates.
Officer's
Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the
President, a vice president (however
denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one
of the assistant treasurers or assistant
secretaries of the Depositor, the
Servicing Administrator, the Servicer, the
Backup Servicer or the Securities
Administrator (or any other officer
customarily performing functions similar to
those performed by any of the above
designated officers and also to whom, with
respect to a particular matter, such matter
is referred because of such
officer's knowledge of and familiarity with
a particular subject) or (2), if
provided for in this Agreement, signed by a
Servicing Officer, as the case may
be, and delivered to the Depositor, the
Servicing Administrator, the Servicer,
the Backup Servicer, the Securities
Administrator or the Trustee, as the case
may be, as required by this Agreement.
One-Month
LIBOR: With respect to any Accrual Period, the rate determined
by the Securities Administrator on the
related Interest Determination Date on
the basis of (a) the offered rates for
one-month United States dollar deposits,
as such rates appear on Telerate page 3750,
as of 11:00 a.m. (London time) on
such Interest Determination Date or (b) if
such rate does not appear on Telerate
Page 3750 as of 11:00 a.m. (London time),
the offered rates of the Reference
Banks for one-month United States dollar
deposits, as such rates appear on the
Reuters Screen LIBOR Page, as of 11:00 a.m.
(London time) on such Interest
Determination Date. If One-Month LIBOR is
determined pursuant to clause (b)
above, on each Interest Determination Date,
One-Month LIBOR for the related
Accrual Period will be established by the
Securities Administrator as follows:
(i) If on such
Interest Determination Date two or more Reference
Banks provide such offered quotations, One-Month LIBOR for the
related Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the
nearest whole multiple of 0.03125%).
(ii) If on such
Interest Determination Date fewer than two
Reference Banks
provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the higher of
(i) One-Month LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate.
Opinion of
Counsel: A written opinion of counsel, who may be counsel for
the Depositor, the Servicing Administrator,
the Servicer, the Backup Servicer or
the Securities Administrator, reasonably
acceptable to each addressee of such
opinion; provided, however, that with
respect to Section 6.04 or
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10.01, or the interpretation or application
of the REMIC Provisions, such
counsel must (1) in fact be independent of
the Depositor, the Servicing
Administrator, the Servicer, the Backup
Servicer or the Securities
Administrator, (2) not have any direct
financial interest in the Depositor, the
Servicing Administrator, the Servicer or
the Securities Administrator or in any
affiliate of any, and (3) not be connected
with the Depositor, the Servicing
Administrator, the Servicer, the Backup
Servicer or Securities Administrator as
an officer, employee, promoter,
underwriter, trustee, partner, director or
person performing similar functions. The
cost of any Opinion of Counsel shall
not be at the expense of the Trustee,
Servicing Administrator or Securities
Administrator.
Optional
Termination: The termination of the trust hereunder pursuant to
clause (a) of Section 10.01 hereof.
Optional
Termination Date: The Distribution Date on which the aggregate
Stated Principal Balance of the Mortgage
Loans is equal to or less than 10% of
the aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off
Date.
Optional
Termination Price: As of any Distribution Date on or after the
Optional Termination Date, an amount equal
to the sum of (A) the Aggregate
Certificate Principal Balance, plus accrued
interest on the Certificates and the
Class X Distributable Amount, (B) any
unreimbursed out-of-pocket costs and
expenses owed to the Securities
Administrator, the Trustee and the Servicer and
any unreimbursed Advances, Certificate
Insurer Reimbursement Amounts, Servicing
Advances and Administration Fees (including
any costs and expenses incurred in
connection with the Optional Terminations)
and (C) any unreimbursed costs,
penalties and/or damages incurred by the
Trust Fund in connection with any
violation relating to any of the Mortgage
Loans of any Predatory Lending Law.
OTS: The Office
of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore
executed and authenticated under
this Agreement except: (1) Certificates
theretofore canceled by the Securities
Administrator or delivered to the
Securities Administrator for cancellation; and
(2) Certificates in exchange for which or
in lieu of which other Certificates
have been executed by the Securities
Administrator and delivered by the
Securities Administrator pursuant to this
Agreement.
Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage
Loan
with a Stated Principal Balance greater
than zero that was not the subject of a
Principal Prepayment in full, and that did
not become a Liquidated Loan, each
prior to the end of the related Due
Period.
Outstanding Principal Balance: As of any Distribution Date and
with
respect to any Mortgage Loan, the Stated
Principal Balance of such Mortgage Loan
as of the immediately preceding
Distribution Date (or, in the case of the first
Distribution Date, as of the Cut-Off
Date).
Overcollateralization Amount: As of any date of determination, the
excess
of (1) the Stated Principal Balance of the
Mortgage Loans over (2) the
Certificate Principal Balance of the
Certificates.
Ownership
Interest: As to any Certificate, any ownership interest in such
Certificate including any interest in such
Certificate as the Holder thereof and
any other interest therein, whether direct
or indirect, legal or beneficial.
Pass-Through Rate: With respect to the Class AF-1 Certificates, the
Class
AF-1 Pass-Through Rate; with respect to the
Class AF-2 Certificates, the Class
AF-2 Pass-Through Rate; with respect to the
Class AF-3 Certificates, the Class
AF-3 Pass-Through Rate; with respect to the
Class AF-4 Certificates,
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the Class AF-4 Pass-Through Rate; with
respect to the Class AF-5 Certificates,
the Class AF-5 Pass-Through Rate; with
respect to the Class AV-1 Certificates,
the Class AV-1 Pass-Through Rate; with
respect to the Class AV-2 Certificates,
the Class AV-2 Pass-Through Rate; with
respect to the Class AV-3 Certificates,
the Class AV-3 Pass-Through Rate; with
respect to the Class M-1 Certificates,
the Class M-1 Pass-Through Rate; with
respect to the Class M-2 Certificates, the
Class M-2 Pass-Through Rate; with respect
to the Class M-3 Certificates, the
Class M-3 Pass-Through Rate; with respect
to the Class M-4 Certificates, the
Class M-4 Pass-Through Rate; with respect
to the Class M-5 Certificates, the
Class M-5 Pass-Through Rate; with respect
to the Class M-6 Certificates, the
Class M-6 Pass-Through Rate; with respect
to the Class B-1 Certificates, the
Class B-1 Pass-Through Rate; with respect
to the Class B-2 Certificates, the
Class B-2 Pass-Through Rate; and, with
respect to the Class B-3 Certificates,
the Class B-3 Pass-Through Rate.
Percentage
Interest: With respect to:
(i)
any Class, the percentage interest in the undivided
beneficial ownership interest evidenced by such Class
which shall be equal to the Certificate Principal
Balance of such Class divided by the aggregate
Certificate Principal Balance of all Classes; and
(ii) any
Certificate, the Percentage Interest evidenced
thereby of the related Class shall equal the percentage
obtained by dividing the Denomination of such
Certificate by the aggregate of the Denominations of all
Certificates of such Class; except that in the case of
any Class X or Class ES Certificates, the Percentage
Interest with respect to such Certificate shown on the
face of such Certificate.
Permitted
Activities: The primary activities of the trust created
pursuant
to this Agreement which shall be:
(i)
holding Mortgage Loans transferred from the Depositor
and other assets of the Trust Fund, including any credit
enhancement and passive derivative financial instruments
that pertain to beneficial interests issued or sold to
parties other than the Depositor, its Affiliates, or its
agents;
(ii)
issuing Certificates and other interests in the assets
of the Trust Fund;
(iii) receiving
collections on the Mortgage Loans and making
payments on such Certificates and interests in
accordance with the terms of this Agreement; and
(iv)
engaging in other activities that are necessary or
incidental to accomplish these limited purposes, which
activities cannot be contrary to the status of the Trust
Fund as a qualified special purpose entity under
existing accounting literature.
Permitted
Investments: At any time, any one or more of the following
obligations and securities:
(i)
obligations of the United States or any agency thereof,
provided such obligations are backed by the full faith
and credit of the United States;
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(ii)
general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia
receiving the highest long-term debt rating of the
Rating Agency;
(iii) commercial
or finance company paper, other than
commercial or finance company paper issued by the
Depositor, the Securities Administrator or any of its
Affiliates, which is then receiving the highest
commercial or finance company paper rating of the Rating
Agency;
(iv)
certificates of deposit, demand or time deposits,
federal funds, or bankers' acceptances (other than
banker's acceptances issued by the Securities
Administrator or any of its Affiliates) issued by any
depository institution or trust company incorporated
under the laws of the United States or of any state
thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that
the commercial paper and/or long term unsecured debt
obligations of such depository institution or trust
company are then rated one of the two highest long-term
and the highest short-term ratings of the Rating Agency
for such securities;
(v)
demand or time deposits or certificates of deposit
issued by any bank or trust company or savings
institution to the extent that such deposits are fully
insured by the FDIC;
(vi)
guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation rated in the two
highest long-term or the highest short-term ratings of
the Rating Agency containing, at the time of the
issuance of such agreements, such terms and conditions
as will not result in the downgrading or withdrawal of
the rating then assigned to the Certificates by any the
Rating Agency as evidenced by a letter from the Rating
Agency;
(vii) repurchase
obligations with respect to any security
described in clauses (i) and (ii) above, in either case
entered into with a depository institution or trust
company
(acting as principal) described in clause (v)
above;
(viii) securities
(other than stripped bonds, stripped coupons
or instruments sold at a purchase price in excess of
115% of the face amount thereof) bearing interest or
sold at a discount issued by any corporation, other than
the Securities Administrator or any of its Affiliates,
incorporated under the laws of the United States or any
state thereof which, at the time of such investment,
have one of the two highest long term ratings of the
Rating Agency;
(ix)
interests in any money market fund (including those
managed or advised by the Securities Administrator, the
Trustee or their respective affiliates) which (A) at the
date of acquisition of the interests in such fund and
throughout the time such interests are held in such fund
has the highest applicable long term rating by the
Rating Agency or (B) would not adversely affect the then
current rating by the Rating Agency of any of the
Certificates. Such investments in this subsection (ix)
may include
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money market mutual funds or common trust funds,
including, without limitation, the J.P. Morgan Prime
Money Market Fund or any other fund for which JPMorgan,
the Securities Administrator or an affiliate thereof
serves as an investment advisor, administrator,
shareholder servicing agent and/or custodian or
subcustodian, notwithstanding that (i) JPMorgan or an
affiliate thereof charges and collects fees and expenses
from such funds for services rendered, (ii) JPMorgan or
an affiliate thereof charges and collects fees and
expenses for services rendered pursuant to this
Agreement, and (iii) services performed for such funds
and pursuant to this Agreement may converge at any time.
JPMorgan or an affiliate thereof is specifically
authorized to charge and collect from the Trust Fund
such fees as are collected from all investors in such
funds for services rendered to such funds (but not to
exceed investment earnings thereon); and
(x)
short term investment funds sponsored by any trust
company or national banking association incorporated
under the laws of the United States or any state
thereof, other than the Securities Administrator or any
of its Affiliates, which on the date of acquisition has
been
rated by the Rating Agency in their respective
highest applicable rating category;
provided, that no such instrument shall be
a Permitted Investment if such
instrument (i) evidences the right to
receive interest only payments with
respect to the obligations underlying such
instrument, (ii) is purchased at a
premium or above par or (iii) is purchased
at a deep discount; provided,
further, that no such instrument shall be a
Permitted Investment (A) if such
instrument evidences principal and interest
payments derived from obligations
underlying such instrument and the interest
payments with respect to such
instrument provide a yield to maturity of
greater than 120% of the yield to
maturity at par of such underlying
obligations, or (B) if it may be redeemed at
a price below the purchase price (the
foregoing clause (B) not to apply to
investments in units of money market funds
pursuant to clause (ix) above); and
provided, further, (I) that no amount
beneficially owned by any REMIC
(including, without limitation, any amounts
collected by the Servicer but not
yet deposited in the Collection Account)
may be invested in investments (other
than money market funds) treated as equity
interests for Federal income tax
purposes, unless the Servicer shall receive
an Opinion of Counsel, at the
expense of the party requesting that such
investment be made, to the effect that
such investment will not adversely affect
the status of the any REMIC provided
for herein as a REMIC under the Code or
result in imposition of a tax on the
Trust Fund or any REMIC provided for herein
and (II) each such investment must
be a "permitted investment" within the
meaning of Section 860G(a)(5) of the
Code. Permitted Investments that are
subject to prepayment or call may not be
purchased at a price in excess of par.
Permitted
Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or
any agency or instrumentality of any
of the foregoing, (ii) a foreign
government, International Organization or any
agency or instrumentality of either of the
foregoing, (iii) an organization
(except certain farmers' cooperatives
described in section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of
the Code (including the tax imposed
by section 511 of the Code on unrelated
business taxable income) on any excess
inclusions (as defined in section
860E(c)(1) of the Code) with respect to a
Certificate, (iv) rural electric and
telephone cooperatives described in section
1381(a)(2)(C) of the Code, and (v) a Person
that is not a citizen or resident of
the United States, a corporation or
partnership (or other entity treated as a
corporation or partnership for United
States federal income tax purposes)
created or organized in or under the laws
of the United States or any State
thereof or the District of Columbia or an
estate whose income from sources
without the United States is includible in
gross income for United States
federal income tax purposes regardless of
its connection with the
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conduct of a trade or business within the
United States, or a trust if a court
within the United States is able to
exercise primary supervision over the
administration of the trust and one or more
United States persons have authority
to control all substantial decisions of the
trust, unless, in the case of this
clause (v), such Person has furnished the
transferor, the Securities
Administrator and the Trustee with a duly
completed Internal Revenue Service
Form W-8ECI or applicable successor form.
The terms "United States," "State" and
"International Organization" shall have the
meanings set forth in section 7701
of the Code. A corporation will not be
treated as an instrumentality of the
United States or of any State thereof for
these purposes if all of its
activities are subject to tax and, with the
exception of the Federal Home Loan
Mortgage Corporation, a majority of its
board of directors is not selected by
such government unit.
Person:
Any individual, corporation, partnership, limited liability
company, joint venture, association,
joint-stock company, trust, unincorporated
organization or government, or any agency
or political subdivision thereof.
Placement
Agent: Terwin Capital LLC, a Delaware limited liability
company,
or its successor in interest.
Pool
Stated Principal Balance: As to any Distribution Date, the
aggregate
of the Stated Principal Balances, as of
such Distribution Date, of the Mortgage
Loans that were Outstanding Mortgage Loans
as of such date.
Predatory
Lending Law: Section 226.32 of Regulation Z or any similar
state
or local law (relating to high interest
rate credit lending transactions) or any
federal, state or local law dealing with
"high cost" or "predatory" mortgage
lending.
Prepayment
Assumption: A rate of prepayment, as described in the
Prospectus Supplement in the definition of
"Modeling Assumptions," relating to
the Certificates.
Prepayment
Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of
a partial Principal Prepayment or a
Principal Prepayment in full (other than a
Principal Prepayment in full
resulting from the purchase of a Mortgage
Loan pursuant to Section 2.02, 2.03 or
10.01 hereof) during the related Prepayment
Period and prior to the Due Date for
such Mortgage Loan occurring during such
Prepayment Period, the amount, if any,
by which (i) one month's interest at the
applicable Net Mortgage Rate on the
Stated Principal Balance of such Mortgage
Loan as of the immediately preceding
Distribution Date or in the case of a
partial Principal Prepayment on the amount
of such prepayment exceeds (ii) the amount
of interest paid or collected in
connection with such Principal
Prepayment.
Prepayment
Penalties: Any prepayment premium, penalty or charge payable by
a Mortgagor in connection with any
Principal Prepayment on a Mortgage Loan
pursuant to the terms of the related
Mortgage Note or Mortgage, as applicable.
Prepayment
Period: As to any Distribution Date, the period commencing on
the 12th (or, in the case of the first
Distribution Date, the 1st) day of the
calendar month preceding the month in which
such Distribution Date occurs and
ending on the 11th day of the month in
which such Distribution Date occurs.
Principal
Distribution Amount: With respect to each Distribution Date,
the
sum of (i) the Principal Funds for such
Distribution Date and (ii) any Extra
Principal Distribution Amount for such
Distribution Date.
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Principal
Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1)
the scheduled principal due during
the related Due Period and received before
the related Servicer Remittance Date
or advanced on or before the related
Servicer Remittance Date, (2) prepayments
collected on the Mortgage Loans in the
related Prepayment Period, (3) the Stated
Principal Balance of each Mortgage Loan
that was purchased by the Depositor or
the Servicer during the related Prepayment
Period or, in the case of a purchase
pursuant to Section 10.01, on the Business
Day prior to such Distribution Date,
(4) the amount, if any, by which the
aggregate unpaid principal balance of any
Replacement Mortgage Loan is less than the
aggregate unpaid principal of the
related Deleted Mortgage Loans delivered by
the Seller in connection with a
substitution of a Mortgage Loan pursuant to
Section 2.03(c), (5) all Liquidation
Proceeds collected during the related
Prepayment Period (to the extent such
Liquidation Proceeds related to principal),
(6) all Subsequent Recoveries
received during the related Due Period, and
(7) all other collections and
recoveries in respect of principal during
the related Prepayment Period less (A)
all Non-Recoverable Advances relating to
principal with respect to the Mortgage
Loans and (B) other amounts reimbursable to
the Servicer, the Servicing
Administrator, the Securities Administrator
and the Trustee pursuant to this
Agreement.
Principal
Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a
Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections
2.02, 2.03, 3.12 and 10.01 hereof) that
is received in advance of its scheduled Due
Date and is not accompanied by an
amount as to interest representing
scheduled interest due on any date or dates
in any month or months subsequent to the
month of prepayment. Partial Principal
Prepayments shall be applied by the
Servicer in accordance with the terms of the
related Mortgage Note.
Prospectus
Supplement: The Prospectus Supplement dated August 29, 2005
relating to the public offering of the
Offered Certificates.
PTCE
95-60: As defined in Section 6.02(a) hereof.
PUD: A
Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan required to be
repurchased by the Seller or the applicable
Transferor, pursuant to Section 2.02
or 2.03 hereof or purchased by the Servicer
pursuant to Section 3.12(c) hereof,
an amount equal to the sum of (i) 100% of
the unpaid principal balance of the
Mortgage Loan as of the date of such
purchase together with any unreimbursed
Advances, Servicing Advances and Servicing
Fees owed to the Servicer, (ii)
accrued and unpaid interest thereon at the
applicable Mortgage Rate from (a) the
date through which interest was last paid
by the Mortgagor to (b) the Due Date
in the month in which the Purchase Price is
to be distributed to
Certificateholders and (iii) any
unreimbursed costs, penalties and/or damages
incurred by the Trust Fund in connection
with any violation or breach relating
to such Mortgage Loan (including without
limitation, any violation of any
Predatory Lending Law).
QIB: As
defined in Section 6.02(a) hereof.
Rating
Agency: Each of Moody's, Fitch and S&P. If such organization or
its
successor is no longer in existence,
"Rating Agency" shall be a nationally
recognized statistical rating organization,
or other comparable Person,
designated by the Depositor, notice of
which designation shall be given to the
Trustee. References herein to a given
rating category of a Rating Agency shall
mean such rating category without giving
effect to any modifiers.
Realized
Loss: With respect to (1) a Liquidated Loan, the amount, if
any,
by which the Stated Principal Balance and
accrued interest thereon at the Net
Mortgage Rate exceeds the amount
actually
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recovered by the Servicer with respect
thereto (net of reimbursement of Advances
and Servicing Advances) at the time such
Mortgage Loan became a Liquidated Loan
or (2) with respect to a Mortgage Loan
which is not a Liquidated Loan, any
amount of principal that the Mortgagor is
no longer legally required to pay
(except for the extinguishment of debt that
results from the exercise of
remedies due to default by the
Mortgagor).
Record
Date: With respect to any Distribution Date, the close of
business
on the last Business Day of the month
preceding the month in which the
applicable Distribution Date occurs.
Reference
Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., National Association and NatWest,
N.A.; provided that if any of the
foregoing banks are not suitable to serve
as a Reference Bank, then any leading
banks selected by the Securities
Administrator which are engaged in transactions
in Eurodollar deposits in the international
Eurocurrency market (i) with an
established place of business in London,
England, (ii) whose quotations appear
on the Reuters Screen LIBOR Page on the
relevant Interest Determination Date and
(iii) which have been designated as such by
the Securities Administrator.
Regular
Certificate: Any one of the Class A, Class M and Class B
Certificates.
Relief
Act: The Servicemembers Civil Relief Act.
REMIC: A
"real estate mortgage investment conduit" within the meaning of
section 860D of the Code. References herein
to "the REMICs" or "a REMIC" shall
mean any of (or, as the context requires,
all of) REMIC 1 and REMIC 2.
REMIC
Pass-Through Rate: The Group I Available Funds Cap (in the case
of
the Class AF-1 Certificates), the Group I
Net WAC Cap (in the case of a Class
included in Certificate Group I other than
the Class AF-1 Certificates), the
Group II Available Funds Cap (in the case
of a Class included in Certificate
Group II) or the Subordinated Available
Funds Cap (in the case of the
Subordinated Certificates).
REMIC
Provisions: Provisions of the federal income tax law relating
to
real estate mortgage investment conduits,
which appear at sections 860A through
860G of Subchapter M of Chapter 1 of the
Code, and related provisions, and
proposed, temporary and final regulations
and published rulings, notices and
announcements promulgated thereunder, as
the foregoing may be in effect from
time to time as well as provisions of
applicable state laws.
REMIC 1:
As described in the Preliminary Statement and Section 2.07.
REMIC 1
Interests: Each of the Class LT1-R$100 Interest, the Class
LT1-AF-1 Interest, the Class LT1-AF-2
Interest, the Class LT1-AF-3 Interest, the
Class LT1-AF-4 Interest, the Class LT1-AF-5
Interest, the Class LT1-AV-1
Interest, the Class LT1-AV-2 Interest, the
Class LT1-AV-3 Interest, the Class
LT1-B1 Interest, the Class LT1-B2 Interest,
the Class LT1-B3 Interest, the Class
LT1-M1 Interest, the Class LT1-M2 Interest,
the Class LT1-M3 Interest, the Class
LT1-M4 Interest, the Class LT1-M5 Interest,
the Class LT1-M6 Interest, the Class
LTIX Interest, the Class LTIIX Interest,
the Class LTII1A Interest, the Class
LTII1B Interest, the Class LTII2A Interest,
the Class LTII2B Interest and the
Class LT1-R Interest.
REMIC 1-I
Marker Interests: Each of the classes of REMIC 1 Regular
Interests other than the Class LTIX
Interest, the Class LTIIX Interest, the
Class LTII1A Interest, the Class LTII1B
Interest, the Class LTII2A Interest, the
Class LTII2B Interest.
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REMIC 1-II
Marker Interests: Each of the Class LTII1A Interest, the Class
LTII1B Interest, the Class LTII2A Interest
and the Class LTII2B Interest.
REMIC 1
Regular Interests: Each of the REMIC 1 Interests other than the
Class LT1-R Interest.
REMIC 1
Subordinated Balance Ratio: The ratio of (i) the principal
balance
of the Class LTII1A Interest to (ii) the
principal balance of the Class LTII2A
Interest that is equal to the ratio of (i)
the excess of (A) the aggregate
Stated Principal Balance of Group I over
(B) the current Certificate Principal
Balances of the Group I Senior Certificates
and Class R Certificates to (ii) the
excess of (A) the aggregate Stated
Principal Balance of Group II over (B) the
current Certificate Principal Balance of
the Group II Senior Certificates.
REMIC 2: As described
in the Preliminary Statement and Section 2.07.
REMIC 2
Regular Interests: (i) any of the rights under any of the
Certificates (other than the Class ES
Certificates, the Class R Certificate and
the Class X Certificates) other than the
rights in interest rate cap contracts
described in Section 2.07 and (ii) the
REMIC 2 X Interest.
REMIC 2
Residual Interest: An interest in REMIC 2 that is entitled to
all
distributions of principal and interest on
the Class R Certificate other than
distributions in respect of the Class LT1-R
Interest and distributions on the
Class R Certificate in respect of Excess
Interest.
REMIC 2 X
Interest: An uncertificated regular interest in REMIC 2 with an
initial principal balance equal to the
excess of (i) the Cut-off Principal
Balance of the Mortgage Loans over (ii) the
aggregate Initial Certificate
Principal Balance of the Class A, Class R,
Class M and Class B Certificates and
bearing interest on a notional amount equal
to 99.95% of the aggregate principal
balance of the REMIC 1 Regular Interests
outstanding immediately prior to such
Distribution Date (such amount of interest
representing a "specified portion"
(within the meaning of Treasury Regulations
Section 1.860G-1(a)(2)(i)(C)) of
interest payments on the REMIC 1 Regular
Interests (other than the Class LTII1B
Interest and the Class LTII2B Interest)) at
a rate equal to the REMIC 2 X
Interest Rate. The REMIC 2 X Interest will
not include any obligation to make
any payments in respect of the deemed
interest rate cap contracts described in
Section 2.07 or any right to receive
amounts distributable to the Class X
Certificates pursuant to Section
5.05(i).
REMIC 2 X
Interest Rate: For any Distribution Date, the excess, if any,
of
(a) the weighted average of the interest
rates on the REMIC 1 Regular Interests
over (b) two times the weighted average of
the interest rates on the REMIC 1-I
Marker Interests and the Class LTIX
Interest (treating for purposes of this
clause (b) the interest rate on each of the
REMIC 1-I Marker Interests as being
subject to a cap and a floor equal to the
interest rate of the Corresponding
Certificates and treating the Class LTIX
Interest as being capped at zero). The
averages described in the preceding
sentence shall be weighted on the basis of
the respective principal balances of the
REMIC 1 Regular Interests immediately
prior to any date of determination.
REO
Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
Replacement Mortgage Loan: A Mortgage Loan substituted by the
Seller for a
Deleted Mortgage Loan, which must, on the
date of such substitution, as
confirmed in a Request for Release,
substantially in the form of Exhibit I (1)
have a Stated Principal Balance, after
deduction of the principal portion of the
Scheduled Payment due in the month of
substitution, not in excess of, and not
less than 90% of the Stated Principal
Balance of the Deleted Mortgage Loan
(provided that if such Stated Principal
Balance is less the Stated Principal
Balance of the Deleted Mortgage Loan, the
Seller must also deposit the
Substitution Adjustment Amount along with
Replacement Mortgage Loan); (2) with
respect to any Mortgage Loan,
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have a Mortgage Rate not less than or no
more than 1% per annum higher than the
Mortgage Rate of the Deleted Mortgage Loan;
(3) have a similar or higher FICO
score or credit grade than that of the
Deleted Mortgage Loan; (4) have a
Loan-to-Value Ratio no higher than that of
the Deleted Mortgage Loan; (5) have a
remaining term to maturity no greater than
(and not more than one year less
than) that of the Deleted Mortgage Loan;
(6) provide for a prepayment charge on
terms substantially similar to those of the
prepayment charge, if any, of the
Deleted Mortgage Loan; (7) have the same
lien priority as the Deleted Mortgage
Loan; (8) constitute the same occupancy
type as the Deleted Mortgage Loan; and
(9) comply with each representation and
warranty set forth in Section 2.03
hereof.
Request
for Release: The Request for Release of Documents submitted by
the
Servicer to the Trustee, substantially in
the form of Exhibit I hereto.
Required
Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be
maintained from time to time under this
Agreement.
Required
Loss Percentage: For any Distribution Date, the applicable
percentage for such Distribution Date set
forth in the following table:
Distribution Date Occurring
In Required Loss Percentage Required Loss
Percentage
---------------------------
------------------------
September 2008 - August 2009 2.00% with respect to
September
2008, plus an additional 1/12th of
0.75% for each month thereafter
September 2009 - August 2010 2.75% with respect to
September
2009, plus an additional 1/12th of
0.50% for each month thereafter
September 2010 - August 2011 3.25% with respect to
September
2010, plus an additional 1/12th of
0.25% for each month thereafter
September 2011 and thereafter 3.50%
Required
Percentage: As of any Distribution Date on or after the
Stepdown
Date, the quotient of (1) the excess of (A)
the Stated Principal Balances of the
Mortgage Loans as of such Distribution
Date, over (B) the Certificate Principal
Balance of the most senior Class of
Certificates outstanding, prior to giving
effect to distributions to be made on such
Distribution Date and (2) the Stated
Principal Balance of the Mortgage Loans as
of such Distribution Date.
Reserve
Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Securities
Administrator determines to be (1) the
arithmetic mean (rounded upwards if
necessary to the nearest whole multiple of
0.03125%) of the one-month United States
dollar lending rates which New York
City banks selected by the Securities
Administrator are quoting on the relevant
Interest Determination Date to the
principal London offices of leading banks in
the London interbank market or (2) in the
event that the Securities
Administrator can determine no such
arithmetic mean, the lowest one-month United
States dollar lending rate which New York
City banks selected by the Securities
Administrator are quoting on such Interest
Determination Date to leading
European banks.
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Residual
Excess Interest Amount: With respect to any Distribution Date,
the excess of (x) 0.05% of the Monthly
Excess Interest Amount for such
Distribution Date and all prior
Distribution Dates over (y) all payments
previously made to the Class R Certificate
in respect of the Residual Excess
Interest Amount.
Responsible Officer: When used with respect to the Servicer, any
officer
of the Servicer with direct responsibility
for the administration of this
Agreement and also means any other officer
to whom, with respect to a particular
matter, such matter is referred because of
such officer's knowledge of and
familiarity with the particular subject.
When used with respect to the Trustee,
any officer of the Trustee who has direct
responsibility for the administration
of this Agreement. When used with respect
to the Securities Administrator, any
Vice President, any Managing Director, any
Director, any associate, any
Assistant Vice President, any Assistant
Secretary, any Trust Officer or any
other officer or employee of the Securities
Administrator customarily performing
functions similar to those performed by any
of the above designated officers and
also to whom, with respect to a particular
matter, such matter is referred
because of such officer's or employee's
knowledge of and familiarity with the
particular subject and in each case who
shall have direct responsibility for the
administration of this Agreement.
Reuters
Screen LIBOR Page: The display designated as page "LIBOR" on
the
Reuters Monitor Money Rates Service (or
such other page as may replace such
LIBOR page on that service for the purpose
of displaying London interbank
offered rates of major banks.
Rolling
Three Month Delinquency: For any Distribution Date will be the
fraction, expressed as a percentage, equal
to the average of the related
delinquency rates for each of the three (or
one and two, in the case of the
first and second Distribution Dates)
immediately preceding months.
Rule 144A
Letter: As defined in Section 6.02(a) hereof.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or
its successor in interest.
Sale
Agreement: The Mortgage Loan Sale and Assignment Agreement dated
as
of August 1, 2005 between the Depositor and
the Seller.
Scheduled
Payment: The scheduled monthly payment on a Mortgage Loan due
on
any Due Date allocable to principal and/or
interest on such Mortgage Loan.
Section
302 Requirements: Any rules or regulations promulgated pursuant
to
the Sarbanes-Oxley Act of 2002 (as such may
be amended from time to time).
Securities
Act: The Securities Act of 1933, as amended.
Securities
Administrator: JPMorgan or its successor in interest.
Securities
Administrator Fee: As to any Distribution Date and each
Mortgage Loan, an amount equal to the
product of the applicable Securities
Administrator Fee Rate and the outstanding
Stated Principal Balance of such
Mortgage Loan as of the preceding
Distribution Date.
Securities
Administrator Fee Rate: 0.005% per annum.
Seller:
Terwin Advisors LLC, a Delaware limited liability company, or
its
successor in interest.
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Servicer:
Specialized Loan Servicing, LLC, a Delaware limited liability
company and its successors and assigns.
Servicer
Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.
Servicer's
Assignee: As defined in Section 10.14(a) hereof.
Servicer
Data Remittance Date: With respect to any Mortgage Loan and any
Distribution Date, the 10th day of the
calendar month in which such Distribution
Date occurs, or if such 10th day is not a
Business Day, the Business Day
immediately succeeding such 10th day.
Servicer
Remittance Date: With respect to any Mortgage Loan and any
Distribution Date, the 18th day of the
calendar month in which the related
Distribution Date occurs or, if such 18th
day is not a Business Day, the
Business Day immediately preceding such
18th day.
Servicer
Withdrawals: As defined in Section 3.08(a) hereof.
Servicing
Administrator: JPMorgan.
Servicing
Administrator Collection Account: The account established and
maintained by the Servicing Administrator
in accordance with Section 3.05.
Servicing
Administrator Remittance Date: With respect to any Mortgage
Loan
and any Distribution Date, the day that is
two (2) Business Days prior to the
related Distribution Date.
Servicing
Administrator Withdrawals: As defined in Section 3.08(b)
hereof.
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the
performance by the Servicer of its
servicing obligations hereunder, including,
but not limited to, the cost of (1)
the preservation, restoration and
protection of a Mortgaged Property (or
Underlying Mortgaged Property, in the case
of a Co-op Loan), including without
limitation advances in respect of real
estate taxes and assessments, (2) any
collection, enforcement or judicial
proceedings, including without limitation
foreclosures, collections and liquidations,
(3) the conservation, management,
sale and liquidation of any REO Property
and (4) compliance with the obligations
under Section 3.10.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an
amount payable to or retained by the
Servicer equal to the product of (x) the
SLS Servicing Fee Rate and (y) the Stated
Principal Balance of such Mortgage
Loan as of the immediately preceding
Distribution Date.
Servicing
Fee Rate: As to any Mortgage Loan, 0.375% per annum.
Servicing
Officer: Any officer of the Servicer or the Servicing
Administrator involved in, or responsible
for, the administration and servicing
of the Mortgage Loans whose name and
facsimile signature appear on a list of
servicing officers furnished to the
Securities Administrator, the Backup
Servicer and the Trustee by the Servicer on
the Closing Date pursuant to this
Agreement, as such lists may from time to
time be amended.
Servicing
Rights Owner: Terwin Advisors LLC, or its transferee or
assignee, in its capacity as owner of the
servicing rights with respect to the
Mortgage Loans.
Servicing
Rights Pledgee: The entity designated by the Servicing Rights
Owner pursuant to Section 7.04.
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Servicing
Transfer Costs: In the event that the Servicer does not
reimburse the Securities Administrator
under this Agreement, all costs
associated with the transfer of servicing
from the predecessor Servicer,
including, without limitation, any costs or
expenses associated with the
termination of the predecessor Servicer,
the appointment of a successor
servicer, the complete transfer of all
servicing data and the completion,
correction or manipulation of such
servicing data as may be required by the
Securities Administrator or any successor
servicer to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the Securities
Administrator or successor servicer to
service the Mortgage Loans properly and
effectively.
SFAS 140:
Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial
Assets and Extinguishments of
Liabilities dated September 2000, published
by the Financial Accounting
Standards Board of the Financial Accounting
Foundation.
Similar
Law: As defined in Section 6.02(a) hereof.
SLS:
Specialized Loan Servicing, LLC, a Delaware limited liability
company, and its successors and
assigns.
SLS Cross
Default: An SLS Cross Default shall have occurred if SLS is
terminated as servicer under two or more
pooling and servicing agreements to
which SLS is a party and pursuant to which
it is servicing Mortgage Loans, other
than this Agreement, (i) in which the
principal amount of loans then being
serviced by SLS under each agreement is at
least $25,000,000 and (ii) which
termination results from an event of
default by SLS thereunder.
SLS Event
of Termination: As defined in Section 8.05 hereof.
SLS
Financial Trigger Event: An SLS Financial Trigger Event shall
have
occurred if there is a default by SLS of
any financial covenants contained in
Article VII (other than those in Section
7.3) of the Receivables Loan Agreement,
dated as of March 1, 2004, as may be
amended from time to time, by and between
SLS Funding, LLC, a Delaware limited
liability company, as borrower, SLS, as
collection agent, Wachovia Bank National
Association, as a lender, GreenPoint
Bank, as a lender and Wachovia Capital
Markets, LLC, as deal agent for the
lenders.
SLS
Servicing Fee Rate: As to each Mortgage Loan and any Distribution
Date
while SLS is the Servicer, means the per
annum rate specified in a Letter
Agreement dated the Closing Date among SLS,
the Depositor and the Trustee
(provided that such rate does not exceed
the Servicing Fee Rate) and as to each
Mortgage Loan and any Distribution Date
while SLS is no longer the Servicer, the
per annum rate specified in a successor
Letter agreement among the Depositor,
the Seller, the Trustee, the Securities
Administrator and the successor servicer
(provided that such rate does not exceed
the Servicing Fee Rate).
SLS
Servicing Tape: As defined in Section 3.30 hereof.
SPV: As
defined in Section 5.02(a) hereof.
Startup
Day: As defined in Section 2.07 hereof.
Stated
Principal Balance: With respect to any Mortgage Loan or related
REO
Property (1) as of the Cut-off Date, the
Cut-off Date Principal Balance thereof
and (2) as of any Distribution Date, such
Cut-off Date Principal Balance minus
the sum of (A) the principal portion of the
Scheduled Payments (x) due with
respect to such Mortgage Loan during each
Due Period ending prior to such
Distribution Date and (y) that were
received by the Servicer as of the close of
business on the Determination Date related
to
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such Distribution Date or with respect to
which Advances were made on the
Servicer Advance Date prior to such
Distribution Date and (B) all Principal
Prepayments with respect to such Mortgage
Loan received on or prior to the last
day of the related Prepayment Period, and
all Liquidation Proceeds to the extent
applied by the Servicer as recoveries of
principal in accordance with Section
3.12 with respect to such Mortgage Loan,
that were received by the Servicer as
of the close of business on the last day of
the related Due Period.
Notwithstanding the foregoing, the Stated
Principal Balance of a Liquidated Loan
shall be deemed to be zero.
Stepdown
Date: The later to occur of (1) the Distribution Date in
September 2008 or (2) the first
Distribution Date on which (A) the Class A
Certificate Principal Balance together with
the Class R Certificate Principal
Balance (reduced by the Principal Funds
with respect to such Distribution Date)
is less than or equal to (B) 25.80% of the
Stated Principal Balances of the
Mortgage Loans as of such Distribution
Date.
Subordinated Available Funds Cap: With respect to a Distribution
Date, the
per annum rate equal to the weighted
average (weighted in proportion to the
results of subtracting the current
Certificate Principal Balance of the related
Class A Certificates (and subtracting the
current Certificate Principal Balance
of the Class R Certificate, in the case of
Group I) from the aggregate Stated
Principal Balance of the Mortgage Loans in
each Mortgage Group as of the
immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, as of the Cut-off Date))
of the Group I Net WAC Cap and the
Group II Net WAC Cap.
Subordinated Certificates: The Class M and Class B
Certificates.
Subordinated Maximum Rate Cap: With respect to a Distribution Date,
the
per annum rate equal to the weighted
average (weighted in proportion to the
results of subtracting the current
Certificate Principal Balance of the related
Class A Certificates (and subtracting the
current Certificate Principal Balance
of the Class R Certificate, in the case of
Group I) from the aggregate Stated
Principal Balance of the Mortgage Loans in
each Mortgage Group as of the
immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, as of the Cut-off Date))
of the Group I Maximum Rate Cap and
the Group II Maximum Rate Cap (in each
case, disregarding any adjustment thereto
for the actual number of days in the
related Accrual Period).
Subsequent
Recovery: Any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a
Liquidated Mortgage Loan.
Subservicer: As defined in Section 3.02(a) hereof.
Subservicing Agreement: As defined in Section 3.02(a) hereof.
Substitution Adjustment Amount: The meaning ascribed to such term
pursuant
to Section 2.03(c).
Targeted
Overcollateralization Amount: The product of (i) 1.00% and (ii)
the Cut-off Date Principal Balance of the
Mortgage Loans.
Tax
Matters Person: The Person designated as "tax matters person" in
the
manner provided under Treasury regulation
Section 1.860F-4(d) and Treasury
regulation Section 301.6231(a)(7)-1.
Transfer:
Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate.
Transfer
Affidavit: As defined in Section 6.02(b)(ii) hereof.
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Transfer
Agreement: Any document pursuant to which the Seller acquired
any
Mortgage Loan from the originator of such
Mortgage Loan.
Transferor: Any originator of a Mortgage Loan.
Transferor
Certificate: As defined in Section 6.02(a) hereof.
Trigger
Event: With respect to the Certificates on or after the
Stepdown
Date, a Distribution Date on which (1) the
quotient of (A) the aggregate Stated
Principal Balance of all Mortgage Loans
which are 60 or more days Delinquent
measured on a rolling three month basis
(including, for the purposes of this
calculation, Mortgage Loans in foreclosure
and REO Properties) and (B) the
Stated Principal Balance of the Mortgage
Loans as of the last day of the
preceding calendar month, equals or exceeds
the product of (i) 37.00% and (ii)
Required Percentage or (2) the quotient
(expressed as a percentage) of (A) the
aggregate Realized Losses incurred from the
Cut-off Date through the last day of
the calendar month preceding such
Distribution Date and (B) the aggregate
principal balance of the Mortgage Loans as
of the Cut-off Date exceeds the
Required Loss Percentage.
Trust
Fund: The corpus of the trust (the "Terwin Mortgage Trust,
Series
TMTS 2005-12ALT") created hereunder
consisting of (i) the Mortgage Loans and all
interest and principal received on or with
respect thereto on and after the
Cut-off Date to the extent not applied in
computing the Cut-off Date Principal
Balance thereof, exclusive of interest not
required to be deposited in the
Collection Account; (ii) the Collection
Account, the Certificate Account and the
Servicing Administrator Collection Account,
and all amounts deposited therein
pursuant to the applicable provisions of
this Agreement; (iii) property that
secured a Mortgage Loan and has been
acquired by foreclosure, deed in lieu of
foreclosure or otherwise; (iv) the
mortgagee's rights under the Insurance
Policies with respect to the Mortgage
Loans; (v) the Certificate Insurance
Policy and (vi) all proceeds of the
conversion, voluntary or involuntary, of any
of the foregoing into cash or other liquid
property.
Trustee: U.S.
Bank National Association, a national banking association,
not in its individual capacity, but solely
in its capacity as trustee for the
benefit of the Certificateholders under
this Agreement, and any successor
thereto, and any corporation or national
banking association resulting from or
surviving any consolidation or merger to
which it or its successors may be a
party and any successor trustee as may from
time to time be serving as successor
trustee hereunder.
Underlying
Mortgaged Property: With respect to each Co-op Loan, the
underlying real property owned by the
related residential cooperative housing
corporation.
United
States Person: (i) A citizen or resident of the United States,
(ii)
a corporation, partnership or other entity
treated as a corporation or
partnership for federal income tax purposes
organized in or under the laws of
the United States or any state thereof or
the District of Columbia (unless, in
the case of a partnership, Treasury
regulations provide otherwise), (iii) an
estate the income of which is includible in
gross income for United States tax
purposes regardless of its source or (iv) a
trust if a court within the United
States is able to exercise primary
supervision over the administration of the
trust and one or more United States persons
have authority to control all
substantial decisions of the trust.
Notwithstanding the preceding sentence, to
the extent provided in Treasury
regulations, certain trusts in existence on
August 20, 1996, and treated as United
States persons prior to such date, that
elect to continue to be treated as United
States persons will also be United
States Persons.
Unpaid
Realized Loss Amount: The Class M-1 Unpaid Realized Loss
Amount,
Class M-2 Unpaid Realized Loss Amount,
Class M-3 Unpaid Realized Loss Amount,
Class M-4 Unpaid Realized Loss Amount,
Class M-5 Unpaid Realized Loss Amount,
Class M-6 Unpaid Realized Loss Amount,
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Class B-1 Unpaid Realized Loss Amount,
Class B-2 Unpaid Realized Loss Amount and
Class B-3 Unpaid Realized Loss Amount,
collectively.
USAP
Report: A report in compliance with the Uniform Single
Attestation
Program for Mortgage Bankers delivered in
accordance with Section 3.18 or 4.15.
Voting
Rights: The portion of the voting rights of all the
Certificates
that is allocated to any of the
Certificates for purposes of the voting
provisions hereunder. Voting Rights
allocated to each Class of Certificates
shall be allocated 98% to the Class A,
Class R, Class B and Class M Certificates
and 2.00% to the Class X, Class ES
Certificates, with the allocation among the
Class A, Class R, Class B and Class M
Certificates to be in proportion to the
Certificate Principal Balance of each Class
relative to the Certificate
Principal Balance of all other Classes.
Voting Rights will be allocated among
the Certificates of each such Class in
accordance with their respective
Percentage Interests. The Class R
Certificate will have no Voting Rights.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Mortgage Loans.
The
Depositor, concurrently with the execution and delivery hereof,
does
hereby sell, transfer, assign, set over and
convey to the Trustee without
recourse all the right, title and interest
of the Depositor in and to the assets
of the Trust Fund. Such assignment includes
all interest and principal received
on or with respect to the Mortgage Loans on
or after the Cut-off Date (other
than Scheduled Payments due on the Mortgage
Loans on or before the Cut-off
Date).
(1) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee, or to
the Custodian as the Trustee's
designated agent, the following documents
or instruments with respect to each
Mortgage Loan:
(A) The electronic Mortgage Loan Schedule, a copy of which has
also
been
delivered to the Servicer, the Backup Servicer, the Servicing
Administrator and the Trustee.
(B) The Original Mortgage Note endorsed in blank or, "Pay to
the
order of
U.S. Bank National Association, as Trustee for Terwin Mortgage
Trust
2005-12ALT, Asset-Backed Certificates, Series 2005-12ALT,
without
recourse"
together with all riders thereto. The Mortgage Note shall
include
all intervening endorsements showing a complete chain of the
title
from the
originator to the Transferor.
(C) Except as provided below and for each Mortgage Loan that is
not
a MERS
Loan, the original recorded Mortgage together with all riders
thereto,
with evidence of recording thereon, or, if the original
Mortgage
has not
yet been returned from the recording office, a copy of the
original
Mortgage together with all riders thereto certified by the
Transferor
to be true copy of the original of the Mortgage that has been
delivered
for recording in the appropriate recording office of the
jurisdiction in which the Mortgaged Property is located and in the
case of
each MERS
Loan, the original Mortgage together with all riders thereto,
noting the
presence of the MIN of the Loan and either language indicating
that the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a
MOM
Loan at
origination, the original Mortgage and the assignment
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thereof to
MERS, with evidence of recording indicated thereon, or a copy
of the
Mortgage certified by the public recording office in which such
Mortgage
has been recorded.
(D) In the case of each Mortgage Loan that is not a MERS Loan,
the
original
Assignment of each Mortgage in blank or, to MERS or to "U.S.
Bank
National
Association, as Trustee for Terwin Mortgage Trust 2005-12ALT,
Asset-Backed Certificates, Series 2005-12ALT, without
recourse."
(E) The original policy of title insurance (or a preliminary
title
report,
commitment or binder if the original title insurance policy has
not been
received from the title insurance company).
(F) Originals of any intervening assignments of the Mortgage,
with
evidence
of recording thereon or, if the original intervening assignment
has not
yet been returned from the recording office, a copy of such
assignment
certified to be a true copy of the original of the assignment
which has
been sent for recording in the appropriate jurisdiction in
which
the
Mortgaged Property is located.
(G) Originals of all assumption and modification agreements, if
any.
(2) In
connection with such assignment, the Depositor does hereby
deliver
to, and deposit with, the Trustee the
following documents or instruments with
respect to each Mortgage Loan so assigned
that is a Co-op Loan: A. The original
Mortgage Note (or a lost note affidavit
(including a copy of the original
Mortgage Note)) or (ii) the original
consolidation, extension and modification
agreement (or a lost note affidavit
(including a copy of the original
consolidation, extension and modification
agreement)), in either case endorsed
either in blank or, "U.S. Bank National
Association, as Trustee for Terwin
Mortgage Trust 2005-12ALT, Asset-Backed
Certificates, Series 2005-12ALT, without
recourse";
B. The original Mortgage entered into by the Mortgagor with
respect
to such
Co-Op Loan;
C. The original Assignment of Mortgage endorsed either in blank
or
to "U.S.
Bank National Association, as Trustee for Terwin Mortgage Trust
2005-12ALT, Asset-Backed Certificates, Series 2005-12ALT,
without
recourse";
D. The original assignments of Mortgage showing a complete chain
of
assignment
from the originator of the related Co-Op Loan to the last
endorsee
on the Mortgage Note;
E. The original Form UCC-1 and any continuation statements with
evidence
of filing thereon entered into by the Mortgagor with respect to
such Co-Op
Loan (or a recorded copy thereof);
F. Form UCC-3 (or copy thereof) by the Transferor or its agent
assigning
the security interest covered by such Form UCC-1 to "U.S. Bank
National
Association, as Trustee for Terwin Mortgage Trust 2005-12ALT,
Asset-Backed Certificates, Series 2005-12ALT, without recourse"
together
with all
Forms UCC-3 (or copies thereof) showing a complete chain of
assignment
from the originator of the related Co-op Loan to the
Transferor, with evidence of recording thereon;
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G. The original stock certificate representing the stock
allocated
to the
related dwelling unit in the related residential cooperative
housing
corporation and pledged by the related Mortgagor to the
originator
of such
Co-op Loan with a stock power in blank attached;
H. The original proprietary lease;
I. The original assignment of proprietary lease or a copy
thereof,
to the
Trustee or in blank, and all intervening assignments thereof;
J. The original recognition agreement or a copy thereof of the
interests
of the mortgagee with respect to the Co-op Loan by the
residential cooperative housing corporation, the stock of which
was
pledged by
the related Mortgagor to the originator of such Co-op Loan; and
K. Originals of any assumption, consolidation or modification
agreements
relating to any of the items specified in (A) through (F) above
with
respect to such Co-op Loan.
If in
connection with any Mortgage Loan that is not a MERS Mortgage
Loan
or Co-op Loan, the Depositor cannot deliver
the Mortgage, Assignments of
Mortgage or assumption, consolidation or
modification, as the case may be, with
evidence of recording thereon, if
applicable, concurrently with the execution
and delivery of this Agreement solely
because of a delay caused by the public
recording office where such Mortgage,
Assignments of Mortgage or assumption,
consolidation or modification, as the case
may be, has been delivered for
recordation, the Depositor shall deliver or
cause to be delivered to the Trustee
and the Custodian written notice stating
that such Mortgage or assumption,
consolidation or modification, as the case
may be, has been delivered to the
appropriate public recording office for
recordation. Thereafter, the Depositor
shall deliver or cause to be delivered to
the Custodian with notice to the
Trustee such Mortgage, Assignments of
Mortgage or assumption, consolidation or
modification, as the case may be, with
evidence of recording indicated thereon,
if applicable, upon receipt thereof from
the public recording office. To the
extent any required endorsement is not
contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor shall
make or cause such endorsement to be
made.
In
connection with the assignment of any MERS Mortgage Loan, the
Seller
agrees that within 360 days of receipt of
all information and documentation
required by MERS it will take (or shall
cause the Servicing Administrator or the
Servicer to take), at the expense of the
Seller (with the cooperation of the
Depositor and the Trustee), such actions as
are necessary to cause the MERS
System to indicate that such Mortgage Loans
have been assigned to the Trustee in
accordance with this Agreement for the
benefit of the Certificateholders by
including (or deleting, in the case of
Mortgage Loans that are repurchased in
accordance with this Agreement) in such
computer files the information required
by the MERS System to identify the series
of the Certificates issued in
connection with the transfer of such
Mortgage Loans to the Trust.
With
respect to any Mortgage Loan that is not a Co-op Loan, none of
the
Depositor, the Servicing Administrator, the
Servicer (except as required in
accordance with Accepted Servicing
Practices in connection with any delinquent
or defaulted Mortgage Loan), the Securities
Administrator or the Trustee shall
be obligated to cause to be recorded the
Assignment of Mortgage referred to in
this Section 2.01. With respect to any
Mortgage Loan that is a Co-op Loan, none
of the Depositor, the Servicing
Administrator, the Servicer, the Securities
Administrator or the Trustee shall be
obligated to cause to be recorded the Form
UCC-3 referred to in this Section 2.01. In
the event an Assignment of Mortgage
or a Form UCC-3 is not recorded, each of
the Servicing Administrator, the
Seller, the Trustee, the Backup Servicer
and the Servicer (except, with respect
to the Servicer, as required in accordance
with Accepted Servicing Practices in
connection with any delinquent or defaulted
Mortgage Loan) shall have no
liability for its failure to record the
secured party's interest for such
Mortgage or Form UCC-3, as applicable,
in
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the name of the Trustee, including without
limitation any failure to receive and
act on notices related to such Assignment
of Mortgage.
The
ownership of each Mortgage Note, the Mortgage and the contents of
the
related Mortgage File is vested in the
Trustee on behalf of the
Certificateholders. None of the Depositor,
the Servicing Administrator, the
Servicer nor the Securities Administrator
shall take any action inconsistent
with such ownership and shall not claim any
ownership interest therein. The
Depositor, the Servicing Administrator, the
Servicer and Securities
Administrator shall respond to any third
party inquiries with respect to
ownership of the Mortgage Loans by stating
that such ownership is held by the
Trustee on behalf of the
Certificateholders. The Depositor agrees to take no
action inconsistent with the Trustee's
ownership of the Mortgage Loans, to
promptly indicate to all inquiring parties
that the Mortgage Loans have been
sold and to claim no ownership interest in
the Mortgage Loans.
It is the
intention of this Agreement that the conveyance of the
Depositor's right, title and interest in
and to the Trust Fund pursuant to this
Agreement shall constitute a purchase and
sale and not a loan. If a conveyance
of Mortgage Loans from the Seller to the
Depositor is characterized as a pledge
and not a sale, then the Depositor shall be
deemed to have transferred to the
Trustee all of the Depositor's right, title
and interest in, to and under the
obligations of the Seller deemed to be
secured by said pledge; and it is the
intention of this Agreement that the
Depositor shall also be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title, and interest in,
to and under the obligations of the
Seller to the Depositor deemed to be
secured by said pledge and that the Trustee
shall be deemed to be an independent
custodian for purposes of perfection of the
security interest granted to the Depositor.
If the conveyance of the Mortgage
Loans from the Depositor to the Trustee is
characterized as a pledge, it is the
intention of this Agreement that this
Agreement shall constitute a security
agreement under applicable law, and that
the Depositor shall be deemed to have
granted to the Trustee a first priority
security interest in all of the
Depositor's right, title and interest in,
to and under the Mortgage Loans, all
payments of principal of or interest on
such Mortgage Loans, all other rights
relating to and payments made in respect of
the Trust Fund, and all proceeds of
any thereof. If the trust created by this
Agreement terminates prior to the
satisfaction of the claims of any Person in
any Certificates, the security
interest created hereby shall continue in
full force and effect and the Trustee
shall be deemed to be the collateral agent
for the benefit of such Person.
In
addition to the conveyance made in the first paragraph of this
Section
2.01, the Depositor does hereby convey,
assign and set over to the Trustee for
the benefit of the Certificateholders its
rights and interests under the Sale
Agreement, including the Depositor's right,
title and interest in the
representations and warranties contained in
the Sale Agreement, the rights in
the Transfer Agreement described therein,
and the benefit of the repurchase
obligations and the obligation of the
Seller contained in the Sale Agreement to
take, at the request of the Depositor or
the Trustee, all action on its part
which is reasonably necessary to ensure the
enforceability of a Mortgage Loan.
The Trustee hereby accepts such assignment,
and shall be entitled to exercise
all rights of the Depositor under the Sale
Agreement as if, for such purpose, it
were the Depositor. The foregoing sale,
transfer, assignment, set-over, deposit
and conveyance does not and is not intended
to result in creation or assumption
by the Trustee of any obligation of the
Depositor, the Seller, or any other
Person in connection with the Mortgage
Loans or any other agreement or
instrument relating thereto.
It is
agreed and understood by the Depositor, the Servicer and the
Trustee
that it is not intended that any Mortgage
Loan be included in the Trust that is,
without limitation, a "High-Cost Home Loan"
as defined in the Home Ownership and
Equity Protection Act of 1994 or any
applicable anti-predatory lending laws,
including but not limited to (i) a
"High-Cost Home Loan" as defined in the New
Jersey Home Ownership Act effective
November 27, 2003, (ii) a "High-Cost Home
Loan" as defined in the New Mexico Home
Loan Protection Act, effective January
1, 2004, (iii) the Massachusetts Predatory
Home
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Loan Practices Act, effective November 7,
2004 or (iv) a "High-Cost Home Loan"
as defined in the Indiana High-Cost Home
Loan Law effective January 1, 2005.
SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans.
The Trustee accepts its
appointment as Trustee hereunder and, except as
set forth as an exception in the exception
report (the "Exception Report")
delivered with the Initial Certification
(the "Initial Certification") or the
Final Certification, acknowledges the
Custodian's receipt, subject to the
provisions of Section 2.01 and subject to
the review described below, of the
Mortgage Note for each Mortgage Loan and
delivery of a Mortgage File (but does
not acknowledge receipt of all documents
required to be included in such
Mortgage File) with respect to each
Mortgage Loan and declares that it (or the
Custodian, as its designated agent) holds
and will hold such documents and any
other documents constituting a part of the
Mortgage Files delivered to it in
trust for the use and benefit of all
present and future Certificateholders and
the Certificate Insurer. The Depositor will
cause the Seller to repurchase any
Mortgage Loan to which a material exception
was taken in the Exception Report
unless such exception is cured to the
satisfaction of the Securities
Administrator within 45 Business Days of
the Closing Date.
The
Trustee agrees to cause the Custodian to deliver prior to the
Closing
Date to the Depositor, the Securities
Administrator, the Certificate Insurer,
the Servicer and the Trustee an Initial
Certification in the form annexed as
Exhibit B-1 to the Custodial Agreement. The
Trustee shall not be under any duty
or obligation to inspect, review or examine
such documents, instruments,
certificates or other papers to determine
that the same are genuine, enforceable
or appropriate for the represented purpose
or that they have actually been
recorded in the real estate records or that
they are other than what they
purport to be on their face.
Not later
than 70 days after the Closing Date, the Custodial Agreement
requires the Custodian to deliver to the
Depositor, the Seller, the Securities
Administrator, the Certificate Insurer and
the Servicer an Interim Certification
in the form annexed as Exhibit B-2 to the
Custodial Agreement, with any
applicable exceptions noted thereon.
Not later
than 90 days after the Closing Date, the Custodial Agreement
requires the Custodian to deliver to the
Depositor, the Seller, the Securities
Administrator, the Certificate Insurer and
the Servicer a Final Certification in
the form annexed as Exhibit B-3 to the
Custodial Agreement, with any applicable
exceptions noted thereon.
If, in the
course of such review, the Trustee is notified by the Custodian
that any document constituting a part of a
Mortgage File does not meet the
requirements of Section 2.01, the Trustee
shall cause the Custodian to list such
as an exception in the Final Certification;
provided, however, that the Trustee
shall not make any determination as to
whether (i) any endorsement is sufficient
to transfer all right, title and interest
of the party so endorsing, as
noteholder or assignee thereof, in and to
that Mortgage Note or (ii) any
assignment is in recordable form or is
sufficient to effect the assignment of
and transfer to the assignee thereof under
the mortgage to which the assignment
relates.
The Seller
shall promptly correct or cure such defect within 90 days from
the date it is so notified of such defect
and provided with information
indicating the nature of the breach and, if
the Seller does not correct or cure
such defect within such period, the Seller
shall either (i) substitute for the
related Mortgage Loan pursuant to the
provisions of Section 2.03(c), or (ii)
purchase such Mortgage Loan from the
Trustee within 90 days from the date the
Seller was notified of such defect in
writing at the Purchase Price of such
Mortgage Loan; provided, however, that if
the cure, substitution or repurchase
of a Mortgage Loan pursuant to this
provision is required by reason of a delay
in delivery of any documents by the
appropriate recording office, then, provided
such defect does not cause such Mortgage
Loan not to be a "qualified
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mortgage" within the meaning of Section
860G(a)(3)(A) of the Code (as determined
without regard to Treasury Regulations
Section 1.860G-2(a)(3)(iii) or any
similar rule that treats a defective
obligation as a "qualified mortgage" for a
temporary period) the Seller shall be given
270 days from the Closing Date to
cure such defect or, subject to the
requirements of Section 2.03(c) hereof,
substitute for, or repurchase such Mortgage
Loan; and further provided, that the
Seller shall have no liability for
recording any Assignment of Mortgage in favor
of the Trustee or for the Seller's failure
to record such Assignment of
Mortgage, and the Seller shall not be
obligated to repurchase or cure any
Mortgage Loan as to which such Assignment
of Mortgage is not recorded. Any such
substitution effected more than 90 days
after the Closing Date shall not be
effected prior to the delivery to the
Custodian of the Opinion of Counsel
required by Section 2.05 hereof and any
substitution shall not be effected prior
to the additional delivery to the Custodian
of a Request for Release certifying
that such Mortgage Loan is a Replacement
Mortgage Loan substantially in the form
of Exhibit I and the Mortgage File for any
such substitute Mortgage Loan. The
Purchase Price for any such Mortgage Loan
shall be deposited by the Seller in
the Certificate Account on or prior to the
Business Day immediately preceding
the Distribution Date in the month
following the month of repurchase and, upon
receipt of such deposit and certification
with respect thereto in the form of
Exhibit I hereto, the Custodian shall
release the related Mortgage File to the
Seller and shall execute and deliver at
such entity's request such instruments
of transfer or assignment prepared by such
entity, in each case without
recourse, as shall be necessary to vest in
such entity, or a designee, the
Trustee's interest in any Mortgage Loan
released pursuant hereto.
The
Trustee shall request that the Seller correct or cure such
omission,
defect or other irregularity, or substitute
a Mortgage Loan pursuant to the
provisions of Section 2.03(c), within 90
days from the date the Seller was
notified of such omission or defect and
provided with information indicating the
nature of the breach and, if the Seller
does not correct or cure such omission
or defect within such period, the Trustee
shall require that the Seller purchase
such Mortgage Loan from the Trust Fund
within 90 days from the date the Trustee
notified the Seller of such omission,
defect or other irregularity and provided
information indicating the nature of the
breach at the Purchase Price of such
Mortgage Loan. The Purchase Price for any
Mortgage Loan purchased pursuant to
this Section 2.02 shall be paid to the
Servicer and deposited by the Servicer in
the Certificate Account, promptly upon
receipt, and, upon receipt by the Trustee
of written notification of such deposit
signed by a Servicing Officer, the
Trustee, upon receipt of a Request for
Release, shall promptly release to the
Seller the related Mortgage File and the
Trustee shall execute and deliver such
instruments of transfer or assignment,
without recourse, as shall be requested
by the Seller and necessary to vest in the
Seller or its designee, as the case
may be, any Mortgage Loan released pursuant
hereto, and the Trustee shall have
no further responsibility with regard to
such Mortgage Loan. It is understood
and agreed that the obligation of the
Seller to purchase, cure or substitute any
Mortgage Loan as to which a material defect
in or omission of a constituent
document exists shall constitute the sole
remedy respecting such defect or
omission available to the Trustee on behalf
of Certificateholders. The preceding
sentence shall not, however, limit any
remedies available to the
Certificateholders, the Depositor,
Securities Administrator or the Trustee
pursuant to the Sale Agreement and any
Transfer Agreement. The Trustee shall be
under no duty or obligation to inspect,
review and examine such documents,
instruments, certificates or other papers
to determine that they are genuine,
enforceable, recordable or appropriate to
the represented purpose, or that they
have actually been recorded, or that they
are other than what they purport to be
on their face. The Servicer, the Servicing
Administrator, the Securities
Administrator, the Credit Risk Manager and
the Trustee shall keep confidential
the name of each Mortgagor except as
required by this Agreement and the
Servicing Administrator, the Securities
Administrator and the Trustee shall not
solicit any such Mortgagor for the purpose
of refinancing the related Mortgage
Loan; notwithstanding anything herein to
the contrary, the foregoing shall not
be construed to prohibit (i) disclosure of
any and all information that is or
becomes publicly known, or information
obtained from sources other than the
other parties hereto, (ii) disclosure of
any and all information (A) if required
to do so by any applicable law, rule or
regulation, (B) to any government agency
or regulatory body having or claiming
authority to regulate or oversee any
aspect of
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Trustee's, the Servicer's, the Servicing
Administrator's or the Securities
Administrator's business or that of their
affiliates, (C) pursuant to any
subpoena, civil investigation demand or
similar demand or request of any court,
regulatory authority, or arbitrator or
pursuant to any arbitration to which
Trustee, the Servicer, the Servicing
Administrator or the Securities
Administrator or any affiliate or officer,
director, employer or shareholder
thereof is a party or (D) to any affiliate,
independent or internal auditor,
agent, employee or attorney of Trustee, the
Servicer, the Servicing
Administrator or the Securities
Administrator having a need to know the same,
provided that such Person advises such
recipient of the confidential nature of
the information being disclosed, or (iii)
any other disclosure authorized by the
Depositor or Servicing Administrator.
All of the
Mortgage Files are being held by the Custodian pursuant to the
Custodial Agreement. Notwithstanding
anything to the contrary contained herein,
the parties hereto acknowledge that the
functions of the Trustee or the
Custodian, as the Trustee's agents with
respect to the custody, acceptance,
inspection and release of the Mortgage
Files pursuant to this Agreement shall be
performed by the Custodian pursuant to the
Custodial Agreement.
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor.
(a) The Depositor hereby represents and warrants to the
Servicer, the Servicing Administrator, the
Securities Administrator, the Seller,
the Certificate Insurer and the Trustee as
follows, as of the date hereof:
(i) The Depositor is duly organized and is validly
existing as a corporation in good standing
under the laws of the State of
Delaware and has full power and authority
(corporate and other) necessary to own
or hold its properties and to conduct its
business as now conducted by it and to
enter into and perform its obligations
under this Agreement and the Sale
Agreement.
(ii) The Depositor has the full corporate power and
authority to execute, deliver and perform,
and to enter into and consummate the
transactions contemplated by, this
Agreement and the Sale Agreement and has duly
authorized, by all necessary corporate
action on its part, the execution,
delivery and performance of this Agreement
and the Sale Agreement; and this
Agreement and the Sale Agreement, assuming
the due authorization, execution and
delivery hereof by the other parties
hereto, constitutes a legal, valid and
binding obligation of the Depositor,
enforceable against the Depositor in
accordance with its terms, subject, as to
enforceability, to (i) bankruptcy,
insolvency, reorganization, moratorium and
other similar laws affecting
creditors' rights generally and (ii)
general principles of equity, regardless of
whether enforcement is sought in a
proceeding in equity or at law.
(iii) The execution and delivery of this Agreement and
the Sale Agreement by the Depositor, the
consummation of the transactions
contemplated by this Agreement and the Sale
Agreement, and the fulfillment of or
compliance with the terms hereof are in the
ordinary course of business of the
Depositor and will not (A) result in a
material breach of any term or provision
of the charter or by-laws of the Depositor
or (B) materially conflict with,
result in a violation or acceleration of,
or result in a material default under,
the terms of any other material agreement
or instrument to which the Depositor
is a party or by which it may be bound or
(C) constitute a material violation of
any statute, order or regulation applicable
to the Depositor of any court,
regulatory body, administrative agency or
governmental body having jurisdiction
over the Depositor; and the Depositor is
not in breach or violation of any
material indenture or other material
agreement or instrument, or in violation of
any statute, order or regulation of any
court, regulatory body, administrative
agency or governmental body having
jurisdiction over it which
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breach or violation may materially impair
the Depositor's ability to perform or
meet any of its obligations under this
Agreement.
(iv) No litigation is pending, or, to the best of the
Depositor's knowledge, threatened, against
the Depositor that would materially
and adversely affect the execution,
delivery or enforceability of this Agreement
and the Sale Agreement or the ability of
the Depositor to perform its
obligations under this Agreement and the
Sale Agreement in accordance with the
terms hereof.
(v) No consent, approval, authorization or order of any
court or governmental agency or body is
required for the execution, delivery and
performance by the Depositor of, or
compliance by the Depositor with, this
Agreement and the Sale Agreement or the
consummation of the transactions
contemplated hereby, or if any such
consent, approval, authorization or order is
required, the Depositor has obtained the
same. The Depositor hereby represents
and warrants to the Trustee with respect to
each Mortgage Loan as of the Closing
Date, and following the transfer of the
Mortgage Loans to it by the Seller, the
Depositor had good title to the Mortgage
Loans and the Mortgage Notes were
subject to no offsets, claims, liens,
mortgage, pledge, charge, security
interest, defenses or counterclaims.
(b) The representations and warranties of each Transferor with
respect to the related Mortgage Loans in
the applicable Transfer Agreement,
which have been assigned to the Trustee
hereunder, were made as of the date
specified in the applicable Transfer
Agreement (or underlying agreement, if such
Transfer Agreement is in the form of an
assignment of a prior agreement). To the
extent that any fact, condition or event
with respect to a Mortgage Loan
constitutes a breach of both (i) a
representation or warranty of the applicable
Transferor under the applicable Transfer
Agreement and (ii) a representation or
warranty of the Seller under the Sale
Agreement, the obligations of the Seller
under the Sale Agreement shall be enforced
and to the extent the Seller does not
fulfill its contracted obligations then the
obligations of the applicable
Transferor shall be enforced under any
applicable representation or warranty
made by it. The Trustee further
acknowledges that the Depositor shall have no
obligation or liability with respect to any
breach of any representation or
warranty with respect to the Mortgage Loans
under any circumstances.
(c) Upon discovery by any of the Depositor, the Servicing
Administrator, the Servicer, the Securities
Administrator or the Trustee of a
breach of any of such representations and
warranties that adversely and
materially affects the value of the related
Mortgage Loan, prepayment charges or
the interests of the Certificateholders,
the party discovering such breach shall
give prompt written notice to the other
parties. Within 90 days of the discovery
of such breach of any representation or
warranty together with information
indicating the nature of the breach, the
applicable Transferor or the Seller, as
applicable, shall either (a) cure such
breach in all material respects, (b)
repurchase such Mortgage Loan or any
property acquired in respect thereof from
the Trustee at the Purchase Price or (c)
within the two year period following
the Closing Date, substitute a Replacement
Mortgage Loan for the affected
Mortgage Loan. In the event of discovery of
a breach of any representation and
warranty of any Transferor or the Seller,
the Trustee's rights shall be enforced
under the applicable Transfer Agreement and
the Sale Agreement for the benefit
of Certificateholders. If a breach of the
representations and warranties set
forth in the Transfer Agreement hereof
exists solely due to the unenforceability
of a prepayment charge, the Trustee or the
other party having notice thereof
shall notify the Servicer thereof and not
seek to enforce the repurchase remedy
provided for herein unless such Mortgage
Loan is not current. In the event of a
breach of the representations and
warranties with respect to the Mortgage Loans
set forth in a Transfer Agreement, the
Trustee shall enforce the right of the
Trust Fund to be indemnified for such
breach of representation and warranty. In
the event that such breach relates solely
to the unenforceability of a
prepayment charge, amounts received in
respect of such indemnity up to the
amount
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of such prepayment charge shall be
distributed pursuant to Section 5.05(i). As
provided in the Sale Agreement, if the
Transferor substitutes for a Mortgage
Loan for which there is a breach of any
representations and warranties in the
related Transfer Agreement which adversely
and materially affects the value of
such Mortgage Loan and such substitute
mortgage loan is not a Replacement
Mortgage Loan, under the terms of the Sale
Agreement, the Seller will, in
exchange for such substitute Mortgage Loan,
(i) provide the applicable Purchase
Price for the affected Mortgage Loan or
(ii) within two years of the Closing
Date, substitute such affected Mortgage
Loan with a Replacement Mortgage Loan.
Any such substitution shall not be effected
prior to the additional delivery to
the Trustee and the Custodian of a Request
for Release substantially in the form
of Exhibit I and shall not be effected
unless it is within two years of the
Startup Day. The Seller indemnifies and
holds the Trust Fund, the Trustee, the
Securities Administrator, the Depositor,
the Servicing Administrator, the
Servicer and each Certificateholder
harmless against any and all taxes, claims,
losses, penalties, fines, forfeitures,
reasonable legal fees and related costs,
judgments, and any other costs, fees and
expenses that the Trust Fund, the
Trustee, the Securities Administrator, the
Depositor, the Servicing
Administrator, the Servicer and any
Certificateholder may sustain in connection
with any actions of the Seller relating to
a repurchase of a Mortgage Loan other
than in compliance with the terms of this
Section 2.03 and the Sale Agreement,
to the extent that any such action causes
(i) any federal or state tax to be
imposed on the Trust Fund or any REMIC
provided for herein, including without
limitation, any federal tax imposed on
"prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions
after the startup day" under Section
860G(d)(1) of the Code, or (ii) any REMIC
created hereunder to fail to qualify
as a REMIC at any time that any Certificate
is outstanding. In furtherance of
the foregoing, if the Transferor or the
Seller, as applicable, is not a member
of MERS and repurchases a Mortgage Loan
which is registered on the MERS System,
the Transferor or the Seller, as
applicable, at its own expense and without any
right of reimbursement, shall cause MERS to
execute and deliver an assignment of
the Mortgage in recordable form to transfer
the Mortgage from MERS to the
Transferor or the Seller, as applicable,
and shall cause such Mortgage to be
removed from registration on the MERS
System in accordance with MERS' rules and
regulations.
With
respect to any Mortgage Loan
