Execution Copy
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
TRUSTEE
WELLS FARGO BANK, NATIONAL ASSOCIATION,
MASTER SERVICER AND SECURITIES ADMINISTRATOR
and
EMC MORTGAGE CORPORATION
SELLER AND COMPANY
------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2005
------------------------------------------------------------
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates
Series 2005-9
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans to Trustee......................38
Section 2.02
Acceptance of Mortgage Loans by Trustee......................40
Section 2.03
Assignment of Interest in the Mortgage Loan Purchase
Agreement and Subsequent Mortgage Loan Purchase
Agreements...................................................42
Section 2.04
Substitution of Mortgage Loans...............................43
Section 2.05
Issuance of Certificates.....................................44
Section 2.06
Representations and Warranties Concerning the Depositor......44
Section 2.07
Conveyance of Subsequent Mortgage Loans......................44
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01
Master Servicer..............................................46
Section 3.02
REMIC-Related Covenants......................................47
Section 3.03
Monitoring of Servicers......................................47
Section 3.04
Fidelity Bond................................................48
Section 3.05
Power to Act; Procedures.....................................48
Section 3.06
Due-on-Sale Clauses; Assumption Agreements...................49
Section 3.07
Release of Mortgage Files....................................49
Section 3.08
Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee..............................50
Section 3.09
Standard Hazard Insurance and Flood Insurance Policies.......51
Section 3.10
Presentment of Claims and Collection of Proceeds.............51
Section 3.11
Maintenance of the Primary Mortgage Insurance Policies.......52
Section 3.12
Trustee to Retain Possession of Certain Insurance
Policies and Documents.......................................52
Section 3.13
Realization Upon Defaulted Mortgage Loans....................52
Section 3.14
Compensation for the Master Servicer.........................53
Section 3.15
REO Property.................................................53
Section 3.16
Annual Officer's Certificate as to Compliance................54
Section 3.17
Annual Independent Accountant's Servicing Report.............54
Section 3.18
Reports Filed with Securities and Exchange Commission........55
Section 3.19
The Company..................................................55
Section 3.20
UCC..........................................................55
Section 3.21
Optional Purchase of Defaulted Mortgage Loans................56
ARTICLE IV
ACCOUNTS
Section 4.01
Protected Accounts...........................................57
Section 4.02
Master Servicer Collection Account...........................58
Section 4.03
Permitted Withdrawals and Transfers from the Master
Servicer Collection Account..................................59
Section 4.04
Distribution Account.........................................60
Section 4.05
Permitted Withdrawals and Transfers from the
Distribution Account.........................................60
Section 4.06
Reserve Fund.................................................60
Section 4.07
Class XP Reserve Account.....................................60
Section 4.08
Cap Reserve Account..........................................60
Section 4.09
Pre-Funding Accounts and Pre-Funding Reserve Accounts........60
Section 4.10
Interest Coverage Account....................................60
ARTICLE V
CERTIFICATES
Section 5.01
Certificates.................................................63
Section 5.02
Registration of Transfer and Exchange of Certificates........69
Section 5.03
Mutilated, Destroyed, Lost or Stolen Certificates............72
Section 5.04
Persons Deemed Owners........................................73
Section 5.05
Transfer Restrictions on Residual Certificates...............73
Section 5.06
Restrictions on Transferability of Certificates..............74
Section 5.07
ERISA Restrictions...........................................75
Section 5.08
Rule 144A Information........................................76
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01.1 Distributions on the Group I
Certificates....................77
Section 6.01.2 Distributions on the Group II
Certificates...................77
Section 6.02.1 Allocation of Losses and Subsequent Recoveries on
the
Group I Certificates.........................................77
Section 6.02.2 Allocation of Losses and Subsequent Recoveries on
the
Group II Certificates........................................82
Section 6.02.3
Cross-Collateralization......................................83
Section 6.03
Payments.....................................................84
Section 6.04
Statements to Certificateholders.............................85
Section 6.05
Monthly Advances.............................................87
Section 6.06
Compensating Interest Payments...............................87
Section 6.07
Distributions on REMIC I Regular Interests and REMIC II
Regular Interests............................................88
ARTICLE VII
THE MASTER SERVICER
Section 7.01
Liabilities of the Master Servicer...........................89
Section 7.02
Merger or Consolidation of the Master Servicer...............89
Section 7.03
Indemnification of the Trustee, the Master Servicer and
the Securities Administrator.................................89
Section 7.04
Limitations on Liability of the Master Servicer and
Others.......................................................90
Section 7.05
Master Servicer Not to Resign................................91
Section 7.06
Successor Master Servicer....................................91
Section 7.07
Sale and Assignment of Master Servicing......................91
ARTICLE VIII
DEFAULT
Section 8.01
Events of Default............................................93
Section 8.02
Trustee to Act; Appointment of Successor.....................94
Section 8.03
Notification to Certificateholders...........................95
Section 8.04
Waiver of Defaults...........................................95
Section 8.05
List of Certificateholders...................................96
ARTICLE IX
CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section 9.01
Duties of Trustee............................................97
Section 9.02
Certain Matters Affecting the Trustee and the Securities
Administrator................................................99
Section 9.03
Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans..............................100
Section 9.04
Trustee and Securities Administrator May Own Certificates...101
Section 9.05
Trustee's and Securities Administrator's Fees and
Expenses....................................................101
Section 9.06
Eligibility Requirements for Trustee and Securities
Administrator...............................................101
Section 9.07
Insurance...................................................102
Section 9.08
Resignation and Removal of the Trustee and Securities
Administrator...............................................102
Section 9.09
Successor Trustee and Successor Securities Administrator....103
Section 9.10
Merger or Consolidation of Trustee or Securities
Administrator...............................................104
Section 9.11
Appointment of Co-Trustee or Separate Trustee...............104
Section 9.12
Federal Information Returns and Reports to
Certificateholders; REMIC Administration....................105
ARTICLE X
TERMINATION
Section 10.01
Termination Upon Repurchase by EMC or its Designee or
Liquidation of the Mortgage Loans...........................108
Section 10.02
Additional Termination Requirements.........................110
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Intent of Parties...........................................112
Section 11.02
Amendment...................................................112
Section 11.03
Recordation of Agreement....................................113
Section 11.04
Limitation on Rights of Certificateholders..................113
Section 11.05
Acts of Certificateholders..................................114
Section 11.06
Governing Law...............................................115
Section 11.07
Notices.....................................................115
Section 11.08
Severability of Provisions..................................116
Section 11.09
Successors and Assigns......................................116
Section 11.10
Article and Section Headings................................116
Section 11.11
Counterparts................................................116
Section 11.12
Notice to Rating Agencies...................................116
APPENDIX
Appendix 1
-
Calculation of Class Y Principal Reduction Amount
EXHIBITS
Exhibit A-1
-
Form of Class I-A Certificates
Exhibit A-2
-
Form of Class I-M Certificates
Exhibit A-3
-
Form of Class I-B-1 Certificates and Class I-B-2
Certificates
Exhibit A-4
-
Form of Class I-B-3 Certificates
Exhibit A-5-1
-
Form of Class R Certificates
Exhibit A-5-2
-
Form of Class R-X Certificates
Exhibit A-6
-
Form of Class B-IO Certificates
Exhibit A-7
-
Form of Class XP Certificates
Exhibit A-8
-
Form of Class II-A Certificates
Exhibit A-9
-
Form of Class II-M Certificates
Exhibit A-10
-
Form of Class II-B-1, Class II-B-2 and Class II-B-3
Certificates
Exhibit A-11
-
Form of Class II-B-4, Class II-B-5 and Class II-B-6
Certificates
Exhibit B
-
Mortgage Loan Schedule
Exhibit C
-
[Reserved]
Exhibit D
-
Request for Release of Documents
Exhibit E
Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1
Form of Investment Letter
Exhibit F-2
Form of Rule 144A and Related Matters
Certificate
Exhibit F-3
Form of Transferor Representation Letter
Exhibit G
Form of Custodial Agreement
Exhibit H-1
Countrywide Servicing Agreement
Exhibit H-2
EMC Servicing Agreement
Exhibit H-3
EverHome Servicing Agreement
Exhibit H-4
GreenPoint Servicing Agreement
Exhibit H-5
Harbourside Servicing Agreement
Exhibit H-6
HomeBanc Servicing Agreement
Exhibit H-7
National City Servicing Agreement
Exhibit H-8
PHH Servicing Agreement
Exhibit H-9
SunTrust Servicing Agreement
Exhibit H-10
Waterfield Servicing Agreement
Exhibit I
Assignment Agreements
Exhibit J
Mortgage Loan Purchase Agreement
Exhibit K
Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit L
Form of Subsequent Transfer Instrument
Exhibit M
Form of Trustee Limited Power of Attorney
28
POOLING AND SERVICING AGREEMENT
Pooling and
Servicing
Agreement
dated as of September 1, 2005,
among
Structured
Asset
Mortgage
Investments II Inc., a Delaware
corporation,
as
depositor (the
"Depositor"),
JPMorgan Chase Bank,
National
Association,
a
banking association
organized under the laws of the United States, not in its
individual
capacity but solely as trustee (the "Trustee"),
Wells Fargo Bank,
National
Association,
as master
servicer
(in such
capacity,
the
"Master
Servicer") and as securities
administrator (in such capacity, the "Securities
Administrator"),
and EMC Mortgage
Corporation,
as seller (in such capacity,
the "Seller") and as company (in such capacity, the "Company").
PRELIMINARY STATEMENT
On or prior to the Closing Date or a Subsequent
Transfer
Date,
in the
case of Subsequent
Transfer Loans, the Depositor
acquired the Mortgage Loans
or
Subsequent
Transfer
Loans,
as the case may be, from the Seller.
On the
Closing
Date,
the Depositor
will sell the Mortgage
Loans and certain other
property to the Trust Fund and receive in consideration
therefor Certificates
evidencing the entire beneficial ownership interest in the Trust
Fund.
The
Trustee
on behalf
of the Trust
shall
make an
election
for the
assets
constituting
REMIC I to be treated for federal income tax purposes as
a
REMIC.
On
the
Startup
Day,
the
REMIC
I
Regular
Interests
will
be
designated "regular interests" in such REMIC.
The
Trustee
on behalf
of the Trust
shall
make an
election
for the
assets
constituting REMIC II to be treated for federal income tax purposes
as
a
REMIC.
On the
Startup
Day,
the
REMIC
II
Regular
Interests
will
be
designated "regular interests" in such REMIC.
The
Trustee
on behalf
of the Trust
shall
make an
election
for the
assets
constituting
REMIC III to be treated for federal
income tax purposes
as a REMIC.
On the
Startup
Day,
the REMIC III
Regular
Interests
will be
designated "regular interests" in such REMIC.
The
Trustee
on behalf
of the Trust
shall
make an
election
for the
assets
constituting REMIC IV to be treated for federal income tax purposes
as
a
REMIC.
On the
Startup
Day,
the
REMIC
IV
Regular
Interests
will
be
designated "regular interests" in such REMIC.
The
Trustee
on behalf
of the Trust
shall
make an
election
for the
assets
constituting
REMIC V to be treated for federal income tax purposes as
a REMIC.
On the Startup Day, the REMIC V Regular
Interest will be designated
the "regular interest" in such REMIC.
The
Class R
Certificates
will
evidence
ownership
of the
"residual
interest"
in
each of
REMIC
I,
REMIC
II,
REMIC
III and
REMIC
IV.
The
Class R-X
Certificates will evidence ownership of the "residual
interest" in
REMIC V.
The Group I-1 Loans
will have an
Outstanding
Principal
Balance as of
the Cut-off Date,
after
deducting
all Scheduled
Principal due on or before
the Cut-off
Date,
of
approximately
$778,372,109.
The Sub-Loan
Group II-1
Loans
will have an
Outstanding
Principal
Balance as of the
Cut-off
Date,
after deducting all Scheduled
Principal due on or before the Cut-off Date, of
approximately
$254,137,578.
The Sub-Loan Group II-2 Mortgage Loans will have
an Outstanding
Principal
Balance as of the Cut-off Date, after deducting all
Scheduled
Principal
due on or before
the
Cut-off
Date,
of
approximately
$462,675,850.
The
Sub-Loan
Group
II-3
Mortgage
Loans
will
have
an
Outstanding
Principal
Balance as of the Cut-off
Date,
after
deducting all
Scheduled
Principal
due on or before
the
Cut-off
Date,
of
approximately
$177,461,224.
The
Sub-Loan
Group
II-4
Mortgage
Loans
will
have
an
Outstanding
Principal
Balance as of the Cut-off
Date,
after
deducting all
Scheduled
Principal
due on or before
the
Cut-off
Date,
of
approximately
$219,938,130.
The
Sub-Loan
Group
II-5
Mortgage
Loans
will
have
an
Outstanding
Principal
Balance as of the Cut-off
Date,
after
deducting all
Scheduled
Principal
due on or before
the
Cut-off
Date,
of
approximately
$186,809,472.
The
Sub-Loan
Group
II-6
Mortgage
Loans
will
have
an
Outstanding
Principal
Balance as of the Cut-off
Date,
after
deducting all
Scheduled
Principal
due on or before
the
Cut-off
Date,
of
approximately
$418,190,396.
In
consideration
of
the
mutual
agreements
herein
contained,
the
Depositor, the Master Servicer, the Securities Administrator,
the Seller, the
Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever
used in this
Agreement,
the
following
words
and
phrases,
unless otherwise
expressly provided or unless the context otherwise requires,
shall have the meanings specified in this Article.
Accepted
Master
Servicing
Practices:
With
respect
to any
Mortgage
Loan,
those
customary
mortgage
servicing
practices
of
prudent
mortgage
servicing
institutions
that master
service
mortgage loans of the same type
and
quality
as such
Mortgage
Loan in the
jurisdiction
where the
related
Mortgaged Property is located,
to the extent applicable to the Trustee or the
Master Servicer (except in its capacity as successor to a
Servicer).
Account:
The
Master
Servicer
Collection
Account,
the
Distribution
Account,
the
Pre-Funding
Account,
the
Pre-Funding
Reserve
Account,
the
Interest Coverage Account,
the Protected Account,
the Cap Reserve Account or
the Class XP Reserve Account, as the context may require.
Accrued
Certificate
Interest:
For any
Group II
Certificate
for any
Distribution
Date, the interest
accrued during the related
Interest Accrual
Period
at the
applicable
Pass-Through
Rate
on the
Certificate
Principal
Balance of such Group II Certificate
immediately
prior to such
Distribution
Date, on the basis of a 360-day year consisting of twelve 30-day
months,
less
(i) in the case of a Group II Senior Certificate,
such Group II Certificate's
share of any Net
Interest
Shortfall
from the
related
Mortgage
Loans and,
after the Cross-Over
Date, the interest portion of any Realized Losses on the
related
Mortgage
Loans,
in each case allocated
thereto in accordance
with
Section 6.02.2(g) and
(ii) in the case of a Group II Subordinate Certificate,
such
Certificate's
share of any Net
Interest
Shortfall
from
the
related
Mortgage Loans and the interest
portion of any Realized Losses on the related
Mortgage
Loans,
in
each
case
allocated
thereto
in
accordance
with
Section 6.02.2(g).
Affiliate:
As to any Person, any other Person
controlling,
controlled
by or under
common
control with such
Person.
"Control"
means the power to
direct the
management
and
policies
of a Person,
directly
or
indirectly,
whether
through
ownership of voting
securities,
by contract or
otherwise.
"Controlled"
and
"Controlling"
have meanings
correlative to the foregoing.
The Trustee may
conclusively
presume
that a Person is not an
Affiliate
of
another
Person
unless
a
Responsible
Officer
of the
Trustee
has
actual
knowledge to the contrary.
Aggregate
Subordinate
Optimal
Principal
Amount:
With respect to any
Distribution
Date, the sum of the Subordinate
Optimal
Principal Amounts for
all Sub-Loan Groups in Loan Group II for such Distribution Date.
Agreement:
This
Pooling and
Servicing
Agreement
and all
amendments
hereof and supplements hereto.
Allocable
Share:
With
respect
to any
Class of Group II
Subordinate
Certificates and any Distribution
Date, an amount equal to the product of (i)
the Aggregate Subordinate Optimal Principal Amount and (ii) the
fraction,
the
numerator of which is the Certificate
Principal Balance of such Class and the
denominator
of which is the aggregate
Certificate
Principal
Balance of all
Classes of the Group II Subordinate Certificates;
provided,
however, that no
Class of Group II Subordinate
Certificates
(other than the outstanding Class
of Group II Subordinate
Certificates
with the lowest numerical
designation)
shall be entitled on any Distribution Date to receive
distributions
pursuant
to clauses
(ii),
(iii) and
(v) of the
definition
of
Subordinate
Optimal
Principal Amount unless the related Class Prepayment
Distribution Trigger for
such Distribution Date has been satisfied (any amount
distributable
pursuant
to clauses
(ii),
(iii) and
(v) of the
definition
of
Subordinate
Optimal
Principal Amount shall be distributed among the Classes entitled
thereto,
pro
rata based on their
respective
Certificate
Principal
Balances);
provided,
further,
that if on a Distribution Date, the Certificate Principal Balance
of
any
Class of
Group
II
Subordinate
Certificates
for
which
the
related
Class Prepayment
Distribution
Trigger has been satisfied is reduced to zero,
such Class's
remaining
Allocable Share shall be distributed to the remaining
Classes of Group II Subordinate
Certificates
sequentially beginning with the
Class with the lowest
numerical
designation in reduction of their respective
Certificate Principal Balances.
Applicable
Credit
Rating:
For any
long-term
deposit or security,
a
credit
rating
of AAA in the
case of S&P or Aaa in the case of
Moody's
(or
with respect to
investments
in money market funds, a credit rating of "AAAm"
or
"AAAm-G" in the case of S&P and the
highest
rating
given by Moody's for
money
market
funds in the case of Moody's).
For any
short-term
deposit or
security,
or a rating
of A-l+ in the case of S&P or
Prime-1
in the case of
Moody's.
Applicable
State Law: For purposes of
Section 9.12(d),
the Applicable
State
Law
shall be (a) the law of the
State of New York and (b) such
other
state law whose
applicability shall have been brought to the attention of the
Securities
Administrator
and the Trustee by either (i) an Opinion of Counsel
reasonably
acceptable
to
the
Securities
Administrator
and
the
Trustee
delivered
to it by the Master
Servicer
or the
Depositor,
or
(ii) written
notice from the appropriate
taxing authority as to the
applicability of such
state law.
Applied
Realized
Loss Amount:
With respect to any
Distribution
Date
and a Class of Group I Offered
Certificates,
the sum of the Realized
Losses
with
respect
to the
Group I
Mortgage
Loans,
which are to be
applied
in
reduction
of the
Certificate
Principal
Balance
of such
Class
of Group I
Offered
Certificates
pursuant to this
Agreement
in an amount
equal to the
amount, if any, by which, (i) the aggregate
Certificate
Principal Balance of
all of the Group I Certificates
(after all distributions of principal on such
Distribution
Date) exceeds (ii) the aggregate Stated Principal Balance of all
of the
Group I
Mortgage
Loans
for
such
Distribution
Date.
The
Applied
Realized
Loss
Amount
shall
be
allocated
first
to
the
Class
I-B-3
Certificates,
the Class I-B-2 Certificates, the Class I-B-1 Certificates, the
Class I-M-2 Certificates and the Class I-M-1
Certificates,
in that order (so
long as their respective
Certificate Principal Balances have not been reduced
to zero),
and thereafter the Applied Realized Loss Amount with respect to the
Group
I
Mortgage
Loans
shall
be
allocated
first
to
the
Class
I-1A-2
Certificates and then to the Class I-1A-1 Certificates,
until the Certificate
Principal Balance of each such Class has been reduced to zero.
Appraised
Value:
For any
Mortgaged
Property
related
to a
Mortgage
Loan, the amount set forth as the appraised
value of such Mortgaged
Property
in an
appraisal
made for the
mortgage
originator
in
connection
with its
origination of the related Mortgage Loan.
Assignment
Agreements:
The
agreements
attached
hereto as Exhibit I,
whereby the Servicing
Agreements were assigned to the Trustee for the benefit
of the Certificateholders.
Assumed
Final
Distribution
Date:
With
respect
to
the
Group
I
Certificates,
the
Distribution
Date
occurring in November,
2035, and with
respect to the Group II
Certificates,
the
Distribution
Date
occurring
in
November,
2035, or, in each case, if such day is not a Business Day, the next
succeeding Business Day.
Available
Funds:
With
respect
to
any
Distribution
Date
and
each
Sub-Loan
Group in Loan
Group
II, an amount
equal to the
aggregate
of the
following
amounts with respect to the Group II Mortgage
Loans in the related
Sub-Loan
Group:
(a) all
previously
undistributed
payments
on
account of
principal
(including the principal portion of Scheduled
Payments,
Principal
Prepayments
and the principal
portion of Net
Liquidation
Proceeds) and all
previously
undistributed
payments on account of interest
received after the
Cut-off Date or
Subsequent
Cut-Off Date, as the case may be, and on or prior
to the related
Determination
Date, (b) any Monthly Advances and Compensating
Interest
Payments by the Servicer or the Master Servicer with respect to
such
Distribution
Date,
(c) any
reimbursed
amount in connection
with losses on
investments
of deposits
in certain
eligible
investments
in respect of the
Group
II
Mortgage
Loans
in the
related
Sub-Loan
Group,
(d) any
amount
allocated
from the Available
Funds of another
Sub-Loan
Group in accordance
with Section
6.01.2(a)(I),
(e) any Remaining Pre-Funding Amount with respect
to
such
Sub-Loan
Group
withdrawn
from
the
Pre-Funding
Reserve
Account
pursuant to Section
4.09(e)(ii)
herein,
and (f) any amounts
withdrawn from
the Pre-Funding
Reserve Account in respect of such Sub-Loan Group pursuant to
Section 4.09(e)(iii) herein, except:
(i) all
payments
that were due on or before the Cut-off
Date or
Subsequent
Cut-Off Date, as the case may be;
(ii) all Principal
Prepayments
and Liquidation
Proceeds
received after the
applicable Prepayment Period;
(iii) all payments,
other than Principal
Prepayments,
that represent
early
receipt
of
Scheduled
Payments
due on a date
or
dates
subsequent
to the
related Due Date;
(iv) amounts
received
on
particular
Mortgage
Loans
as late
payments
of
principal or interest and respecting
which, and to the extent that, there are
any unreimbursed Monthly Advances;
(v) amounts
representing
Monthly
Advances
determined to be
Nonrecoverable
Advances;
(vi) any
investment
earnings
on amounts
on deposit in the Master
Servicer
Collection
Account and the Distribution
Account and amounts
permitted to be
withdrawn from the Master
Servicer
Collection
Account and the
Distribution
Account pursuant to this Agreement;
(vii) amounts
needed to pay the
Servicing
Fees or to reimburse any Servicer
or the Master
Servicer for amounts due under the Servicing
Agreement and the
Agreement
to the
extent
such
amounts
have not been
retained
by, or paid
previously to, such Servicer or the Master Servicer;
(viii) amounts
applied
to pay
any
fees
with
respect
to any
lender-paid
primary mortgage insurance policy; and
(ix) any
expenses
or
other
amounts
reimbursable
to
the
Trustee,
the
Securities
Administrator,
the Master Servicer and the Custodian
pursuant to
Section 7.04(c) or Section 9.05.
Average
Loss
Severity
Percentage:
With
respect to any
Distribution
Date and each
Sub-Loan
Group in Group II,
the
percentage
equivalent
of a
fraction,
the numerator of which is the sum of the Loss Severity
Percentages
for each Group II
Mortgage
Loan in such
Sub-Loan
Group that had a Realized
Loss and the
denominator of which is the number of Group II Mortgage Loans in
the related Sub-Loan Group that had Realized Losses.
Bankruptcy
Code:
The
United
States
Bankruptcy
Code,
as amended as
codified in 11 U.S.C. §§ 101-1330.
Bankruptcy
Loss:
With
respect to any
Mortgage
Loan,
any
Deficient
Valuation or Debt Service
Reduction related to such Mortgage Loan as reported
by the Servicer to the Master Servicer.
Basis Risk
Shortfall:
With respect to any
Distribution
Date and each
Class of Group I
Offered
Certificates
for which
the
Pass-Through
Rate is
based upon the Net Rate Cap, the excess,
if any, of (a) the amount of Current
Interest
that
such
Class
would
have
been
entitled
to
receive
on such
Distribution
Date had the applicable
Pass-Though
Rate been
calculated at a
per annum
rate equal to the lesser of (i)
One-Month
LIBOR plus the
related
Margin and (ii) 11.50%
over (b) the amount of Current
Interest on such Class
of Offered
Certificates
calculated using a Pass-Though Rate equal to the Net
Rate Cap for such Distribution Date.
Basis
Risk
Shortfall
Carry
Forward
Amount:
With
respect
to
any
Distribution Date and each Class of Group I Offered
Certificates,
the sum of
the
Basis
Risk
Shortfall
for such
Distribution
Date and the
Basis
Risk
Shortfall for all previous
Distribution
Dates not
previously
paid from any
source
including
Excess
Cashflow
and
payments
under
the Cap
Contracts,
together with interest
thereon at a rate equal to the lesser of (i) One-Month
LIBOR plus the related Margin and (ii) 11.50%, for such
Distribution Date.
Book-Entry
Certificates:
Initially,
the
Senior
Certificates
and
Offered Subordinate Certificates.
Business Day: Any day other than (i) a
Saturday or a Sunday,
or (ii) a
day on which the New York Stock
Exchange
or Federal
Reserve is closed or on
which
banking
institutions
in the
jurisdiction
in which the Trustee,
the
Master Servicer,
Custodian,
any Servicer or the Securities Administrator are
authorized or obligated by law or executive order to be closed.
Cap
Contract:
With respect to any of the Class
I-1A-1,
Class I-1A-2,
Class
I-M-1,
Class
I-M-2,
Class
I-B-1,
Class
I-B-2
or
Class
I-B-3
Certificates,
the respective
cap contracts,
dated as of September 30, 2005,
between
the
Trustee,
on behalf of the
Trust for the
benefit
of the Class
I-1A-1,
Class I-1A-2,
Class I-M-1,
Class I-M-2, Class I-B-1, Class I-B-2 or
Class I-B-3 Certificateholders, as the case may be, and the
Counterparty.
Cap Contract Payment Amount:
With respect to any Distribution
Date and
a Cap Contract,
the amounts received from such Cap Contract,
if any, on such
Distribution Date.
Cap
Reserve
Account:
The
trust
account
or
accounts
created
and
maintained by the
Securities
Administrator
pursuant to Section 4.08 hereof,
which shall be denominated
"JPMorgan
Chase Bank,
National
Association,
as
Trustee f/b/o holders of Structured
Asset Mortgage
Investments II Inc., Bear
Stearns ALT-A Trust 2005-9, Mortgage Pass-Through Certificates,
Series 2005-9
- Cap
Reserve
Account."
For
purposes
of the
REMIC
Provisions,
the
Cap
Reserve
Account
will be an outside
reserve
fund.
For
federal
income tax
purposes,
the Class B-IO
Certificateholder
shall be treated as the owner of
the Cap Reserve
Account and shall include any investment
earnings on the Cap
Reserve
Account in income for such purposes.
Any amounts
distributed to the
Cap
Reserve
Account
from any REMIC
created
hereunder
shall be treated as
having been distributed to the Class B-IO Certificateholder from
such REMIC.
Certificate:
Any
mortgage
pass-through
certificate
evidencing
a
beneficial
ownership
interest in the Trust Fund signed and
countersigned by
the
Securities
Administrator
in
substantially
the forms annexed hereto as
Exhibits A-1, A-2, A-3, A-4, A-5-1,
A-5-2,
A-6, A-7, A-8, A-9, A-10 and A-11
with the blanks therein appropriately completed.
Certificate
Group: With respect to the Group I Certificates,
the Class
I-1A-1
Certificates
and the Class I-1A-2
Certificates.
With respect to the
Group
II
Certificates
and (ii)
Sub-Loan
Group
II-1,
the
Class
II-1A-1
Certificates
and Class II-1A-2
Certificates,
(ii) Sub-Loan
Group II-2, the
Class
II-2A-1
Certificates,
(iii)
Sub-Loan
Group II-3,
the Class II-3A-1
Certificates
and the Class II-3A-2
Certificates,
(iv) Sub-Loan
Group II-4,
the Class II-4A-1
Certificates,
(v) Sub-Loan
Group II-5,
the Class II-5A-1
Certificates
and the Class
II-5A-2
Certificates,
and (vi)
Sub-Loan
Group
II-6, the Class II-6A-1 Certificates and the Class II-6A-2
Certificates.
Certificate
Owner:
Any
Person
who
is
the
beneficial
owner
of
a
Certificate registered in the name of the Depository or its
nominee.
Certificate
Principal
Balance:
With respect to any Certificate (other
than
the
Class
B-IO,
Class
R
or
Class
R-X
Certificates)
as
of
any
Distribution
Date, the initial
principal amount of such Certificate plus, in
the case of a Subordinate
Certificates,
any Subsequent
Recoveries
added to
the Certificate
Principal
Balance of such
Certificates
pursuant to Section
6.02.1(b)
or
Section
6.02.2(h)
hereof,
and
reduced
by
(i) all
amounts
distributed on previous
Distribution
Dates on such
Certificate with respect
to
principal,
(ii) solely
in the
case of the
Group II
Certificates,
the
principal
portion
of
all
Realized
Losses
(other
than
Realized
Losses
resulting from Debt Service
Reductions)
allocated prior to such Distribution
Date to such
Certificate,
taking account of the applicable
Loss
Allocation
Limitation, (iii) solely in the case of the Group I Certificates,
any Applied
Realized Loss Amounts allocated to such Class on previous
Distribution Dates,
and
(iv) in
the
case
of
a
Group
II
Subordinate
Certificate,
such
Certificate's
pro
rata
share,
if
any,
of
the
applicable
Subordinate
Certificate
Writedown Amount for previous
Distribution
Dates.
With respect
to any Class of
Certificates,
the Certificate Principal Balance thereof will
equal the sum of the
Certificate
Principal
Balances of all
Certificates in
such
Class.
The
initial
Certificate
Principal
Balance
(if any) for each
Class of Certificates is set forth in Section 5.01(c)(iv).
Certificate
Register:
The
register
maintained
pursuant
to
Section 5.02.
Certificateholder:
A Holder of a Certificate.
Class:
With respect to the
Certificates,
any of Class
I-1A-1,
Class
I-1A-2,
Class II-1A-1,
Class II-1A-2,
Class II-2A-1,
Class II-3A-1,
Class
II-3A-2,
Class II-4A-1,
Class II-5A-1,
Class II-5A-2,
Class II-6A-1, Class
II-6A-2,
Class I-M-1, Class I-M-2, Class II-M-1,
Class II-M-2, Class II-M-3,
Class II-M-4,
Class
II-M-5,
Class R, Class R-X,
Class I-B-1,
Class I-B-2,
Class I-B-3, Class II-B-1,
Class II-B-2,
Class II-B-3,
Class II-B-4,
Class
II-B-5, Class II-B-6, Class B-IO and Class XP Certificates.
Class A
Certificates:
The Class I-A
Certificates
and the Class
II-A
Certificates.
Class B
Certificates:
The Class I-B
Certificates
and the Class
II-B
Certificates.
Class B-IO Advances:
As defined in Section 6.01.1(b).
Class B-IO Distribution
Amount:
With respect to any Distribution Date,
the Current
Interest for the Class B-IO
Certificates
for such
Distribution
Date
(which
shall be
deemed
distributable
with
respect
to the
REMIC IV
Regular
Interest
B-IO-I);
provided,
however,
that
on
and
after
the
Distribution Date on which the aggregate
Certificate Principal Balance of the
Group I
Certificates
has been reduced to zero,
the Class B-IO
Distribution
Amount shall include the
Overcollateralization
Amount (which shall be deemed
distributable,
first, with respect to the REMIC IV Regular Interest B-IO-I in
respect of accrued and unpaid
interest
thereon until such accrued and unpaid
interest shall have been reduced to zero and, thereafter,
with respect to the
REMIC IV Regular Interest B-IO-P in respect of the principal
balance thereof).
Class
B-IO
Pass-Through
Rate:
With
respect
to
the
Class
B-IO
Certificates
and any
Distribution
Date
or the
REMIC IV
Regular
Interest
B-IO-I,
a per annum rate equal to the
percentage
equivalent
of a fraction,
the
numerator
of
which is the sum of the
amounts
calculated
pursuant
to
clauses (1) through (8) below,
and the
denominator of which is the aggregate
principal
balance
of
the
REMIC II
Regular
Interests.
For
purposes
of
calculating
the
Pass-Through
Rate for the Class
B-IO-I
Certificates,
the
numerator is equal to the sum of the following components:
1. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT1
minus
the
Marker
Rate,
applied
to a
notional
amount
equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT1;
2. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT2
minus
the
Marker
Rate,
applied
to a
notional
amount
equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT2;
3. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT4
minus twice the Marker Rate,
applied to a notional
amount equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT4.
4. the
Uncertificated
Pass-Through
Rate
for
REMIC III
Regular
Interest
LTY-I-1
minus the Marker
Rate,
applied to a notional
amount equal to
the
Uncertificated
Principal
Balance of
REMIC III
Regular
Interest
LTY-I-1;
5. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT5
minus
the
Marker
Rate,
applied
to a
notional
amount
equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT5;
6. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT6
minus
the
Marker
Rate,
applied
to a
notional
amount
equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT6;
7. the
Uncertificated
Pass-Through
Rate for REMIC III
Regular Interest LT8
minus twice the Marker Rate,
applied to a notional
amount equal to the
Uncertificated Principal Balance of REMIC III Regular Interest LT8;
and
8. the
Uncertificated
Pass-Through
Rate
for
REMIC III
Regular
Interest
LTY-I-2
minus the Marker
Rate,
applied to a notional
amount equal to
the
Uncertificated
Principal
Balance of
REMIC III
Regular
Interest
LTY-I-2.
Class I-A Certificates:
The Class I-1A-1
Certificates and Class I-1A-2
Certificates.
Class I-A Principal
Distribution
Amount: For any Distribution Date, an
amount equal to the excess,
if any, of (i) the Certificate
Principal Balance
of the Class I-A
Certificates
immediately
prior to such
Distribution
Date
over (ii) the
excess of (a) the
aggregate
Stated
Principal
Balance of the
Group I Mortgage Loans for such
Distribution Date over (b) the product of (1)
the aggregate Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution
Date and (2) the sum of (x) 17.20% and (y) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-B
Certificates:
The Class I-B-1, the Class I-B-2 and the Class
I-B-3 Certificates.
Class I-B-1 Principal
Distribution
Amount:
For any Distribution Date,
an
amount
equal to the
excess,
if any,
of (i) the
Certificate
Principal
Balance
of
the
Class
I-B-1
Certificates
immediately
prior
to
such
Distribution
Date over (ii) the excess of (a) the aggregate
Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution Date over (b) the
sum of (1) the
Certificate
Principal
Balance of the Class I-A
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-A
Principal
Distribution Amount on such Distribution Date), (2) the Certificate
Principal
Balance
of the Class
I-M-1
Certificates
(after
taking
into
account
the
payment of the Class I-M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate
Principal Balance of the Class I-M-2
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-M-2
Principal
Distribution
Amount on such Distribution Date) and (4) the product of (x) the
aggregate
Stated
Principal
Balance of the Group I
Mortgage
Loans for such
Distribution
Date
and
(y)
the
sum of
2.60%
and
the
Current
Specified
Overcollateralization Percentage for such Distribution Date.
Class I-B-2 Principal
Distribution
Amount:
For any Distribution Date,
an
amount
equal to the
excess,
if any,
of (i) the
Certificate
Principal
Balance
of
the
Class
I-B-2
Certificates
immediately
prior
to
such
Distribution
Date over (ii) the excess of (a) the aggregate
Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution Date over (b) the
sum of (1) the
Certificate
Principal
Balance of the Class I-A
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-A
Principal
Distribution Amount on such Distribution Date), (2) the Certificate
Principal
Balance
of the Class
I-M-1
Certificates
(after
taking
into
account
the
payment of the Class I-M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate
Principal Balance of the Class I-M-2
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-M-2
Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal
Balance
of the Class
I-B-1
Certificates
(after
taking
into
account
the
payment of the Class I-B-1 Principal
Distribution Amount on such Distribution
Date), and (5) the product of (x) the aggregate
Stated
Principal
Balance of
the
Group I
Mortgage
Loans
for such
Distribution
Date and (y) the sum of
1.60% and the
Current
Specified
Overcollateralization
Percentage
for such
Distribution Date.
Class I-B-3 Principal
Distribution
Amount:
For any Distribution Date,
an
amount
equal to the
excess,
if any,
of (i) the
Certificate
Principal
Balance
of
the
Class
I-B-3
Certificates
immediately
prior
to
such
Distribution
Date over (ii) the excess of (a) the aggregate
Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution Date over (b) the
sum of (1) the
Certificate
Principal
Balance of the Class I-A
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-A
Principal
Distribution Amount on such Distribution Date), (2) the Certificate
Principal
Balance
of the Class
I-M-1
Certificates
(after
taking
into
account
the
payment of the Class I-M-1 Principal
Distribution Amount on such Distribution
Date), (3) the Certificate
Principal Balance of the Class I-M-2
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-M-2
Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal
Balance
of the Class
I-B-1
Certificates
(after
taking
into
account
the
payment of the Class I-B-1 Principal
Distribution Amount on such Distribution
Date), (5) the Certificate
Principal Balance of the Class I-B-2
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-B-2
Principal
Distribution
Amount on such
Distribution
Date),
and (6) the product of (x)
the aggregate Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution
Date
and
(y)
the
Current
Specified
Overcollateralization
Percentage for such Distribution Date.
Class I-M
Certificates:
The
Class
I-M-1
Certificates
and the Class
I-M-2 Certificates.
Class I-M-1 Principal
Distribution
Amount:
For any Distribution Date,
an
amount
equal to the
excess,
if any,
of (i) the
Certificate
Principal
Balance
of
the
Class
I-M-1
Certificates
immediately
prior
to
such
Distribution
Date over (ii) the excess of (a) the aggregate
Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution Date over (b) the
sum of (1) the
Certificate
Principal
Balance of the Class I-A
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-A
Principal
Distribution
Amount on such Distribution Date) and (2) the product of (x) the
aggregate
Stated
Principal
Balance of the Group I
Mortgage
Loans for such
Distribution
Date and (y) the sum of (I) 9.30% and (II) the Current Specified
Overcollateralization Percentage for such Distribution Date.
Class I-M-2 Principal
Distribution
Amount:
For any Distribution Date,
an
amount
equal to the
excess,
if any,
of (i) the
Certificate
Principal
Balance
of
the
Class
I-M-2
Certificates
immediately
prior
to
such
Distribution
Date over (ii) the excess of (a) the aggregate
Stated Principal
Balance of the Group I Mortgage Loans for such
Distribution Date over (b) the
sum of (1) the
Certificate
Principal
Balance of the Class I-A
Certificates
(after
taking
into
account
the
payment
of
the
Class
I-A
Principal
Distribution Amount on such Distribution Date), (2) the Certificate
Principal
Balance
of the Class
I-M-1
Certificates
(after
taking
into
account
the
payment of the Class I-M-1 Principal
Distribution Amount on such Distribution
Date) and (3) the product of (x) the
aggregate
Stated
Principal
Balance of
the Group I Mortgage Loans for such
Distribution
Date and (y) the sum of (I)
4.90% and (II) the
Current
Specified
Overcollateralization
Percentage
for
such Distribution Date.
Class
II-A
Certificates:
The
Class
II-1A-1,
Class
II-1A-2,
Class
II-2A-1,
Class II-3A-1,
Class II-3A-2,
Class II-4A-1,
Class II-5A-1, Class
II-5A-2, Class II-6A-1 and Class II-6A-2 Certificates.
Class II-B Certificates:
The Class II-B-1,
Class II-B-2, Class II-B-3,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.
Class II-M Certificates:
The Class II-M-1,
Class II-M-2, Class II-M-3,
Class II-M-4 and Class II-M-5 Certificates.
Class M
Certificates:
The Class I-M
Certificates
and the Class
II-M
Certificates.
Class Prepayment
Distribution
Trigger:
For
a
Class of
Group
II
Subordinate
Certificates
for any
Distribution
Date,
the
Class Prepayment
Distribution
Trigger
is
satisfied
if
the
fraction
(expressed
as
a
percentage),
the
numerator of which is the aggregate
Certificate
Principal
Balance
of such Class and each
Class of
Group II
Subordinate
Certificates
subordinate
thereto,
if any,
and the
denominator
of which
is the
Stated
Principal
Balance of all of the Group II Mortgage Loans as of the related Due
Date, equals or exceeds such percentage calculated as of the
Closing Date.
Class R Certificate:
Any of the Class R
Certificates
substantially in
the
form
annexed
hereto
as
Exhibit
A-5-1
and
evidencing
ownership
of
interests designated as "residual interests" in REMIC I,
REMIC II,
REMIC III
and REMIC IV for purposes of the REMIC
Provisions.
Component I
of the Class
R
Certificates
is
designated
as the sole class of
"residual
interest" in
REMIC I,
Component II
of the Class R Certificates
is designated as the sole
class
of
"residual
interest"
in
REMIC II,
Component III
of the
Class R
Certificates
is
designated
as the sole
class
of
"residual
interest"
in
REMIC III and
Component IV
of the Class R Certificates
is designated as the
sole class of "residual interest" in REMIC IV.
Class R-X
Certificates:
Any
of
the
Class R-X
Certificates
substantially
in the form
annexed
hereto as
Exhibit
A-5-2 and
evidencing
ownership
of the
"residual
interest"
in REMIC V for
purposes of the REMIC
Provisions.
Class XP Reserve
Account:
The account
established
and
maintained by
the Master Servicer pursuant to Section 4.07 hereof.
Class Y Principal
Reduction
Amounts:
For any
Distribution
Date, the
amounts by which the Uncertificated
Principal Balances of the Class Y Regular
Interests
will be
reduced on such
Distribution
Date by the
allocation
of
Realized Losses and the distribution of principal,
determined as described in
Appendix I
Class Y Regular
Interests:
The Class Y-1,
Class Y-2, Class Y-3, Class
Y-4, Class Y-5 and Class Y-6 Regular Interests.
Class Y-1 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-1
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-1 Regular Interest on such Distribution Date.
Class Y-1 Principal
Reduction Amount:
The Class Y Principal
Reduction
Amount
for the Class Y-1
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Y-1 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Y-2 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-2
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-2 Regular Interest on such Distribution Date.
Class Y-2 Principal
Reduction Amount:
The Class Y Principal
Reduction
Amount
for the Class Y-2
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Y-2 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Y-3 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-3
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-3 Regular Interest on such Distribution Date.
Class Y-3 Principal
Reduction Amount:
The Class Y Principal
Reduction
Amount
for the Class Y-3
Regular
Interest
as
determined
pursuant
to the
provisions of the Appendix 1.
Class Y-3 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Y-4 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-4
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-1 Regular Interest on such Distribution Date.
Class Y-4 Principal
Reduction Amount : The Class Y Principal
Reduction
Amount
for the Class Y-4
Regular
Interest
as
determined
pursuant
to the
provisions of the Appendix 1.
Class Y-4 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Y-5 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-5
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-5 Regular Interest on such Distribution Date.
Class Y-5 Principal
Reduction Amount:
The Class Y Principal
Reduction
Amount
for the Class Y-5
Regular
Interest
as
determined
pursuant
to the
provisions of the Appendix 1.
Class Y-5 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Y-6 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Y-6
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Y-6 Regular Interest on such Distribution Date.
Class Y-6 Principal
Reduction Amount : The Class Y Principal
Reduction
Amount
for the Class Y-6
Regular
Interest
as
determined
pursuant
to the
provisions of the Appendix 1.
Class Y-6 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z Principal
Reduction
Amounts:
For any
Distribution
Date, the
amounts by which the Uncertificated
Principal Balances of the Class Z Regular
Interests
will be
reduced on such
Distribution
Date by the
allocation
of
Realized
Losses and the
distribution
of
principal,
which shall be in each
case the
excess
of (A) the sum of (x) the
excess of the
REMIC I
Available
Distribution
Amount for the related Group (i.e.
the "related
Group" for the
Class Z-1 Regular
Interest is the
Sub-Loan
Group II-1 Loans,
the
"related
Group" for the Class Z-2 Regular
Interest is the
Sub-Loan
Group II-2 Loans,
the "related
Group" for the Class Z-3 Regular
Interest is the Sub-Loan Group
II-3 Loans,
the
"related
Group" for the Class Z-4
Regular
Interest is the
Sub-Loan
Group II-4
Loans,
the
"related
Group" for the Class Z-5
Regular
Interest
is the
Sub-Loan
Group II-5 Loans and the
"related
Group" for the
Class Z-6 Regular
Interest is the Sub-Loan
Group II-6 Loans) over the sum of
the amounts thereof
distributable
(i) in respect of interest on such Class Z
Regular Interest and the related Class Y Regular Interest,
(ii) to such Class
Z Regular
Interest
and the
related
Class Y Regular
Interest
pursuant
to
clause
(c)(ii) of the definition of "REMIC I
Distribution
Amount" and (iii)
in the case of the
Group I Loans,
to the
Class R
Certificates
and (y) the
amount of Realized
Losses
allocable to principal
for the related Group over
(B) the Class Y Principal Reduction Amount for the related Group.
Class Z Regular
Interests:
The Class Z-1,
Class Z-2, Class Z-3, Class
Z-4, Class Z-5 and Class Z-6 Regular Interests.
Class Z-1 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-1
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-1 Regular Interest on such Distribution Date.
Class Z-1 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-1
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-1 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z-2 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-2
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-2 Regular Interest on such Distribution Date.
Class Z-2 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-2
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-2 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z-3 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-3
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-3 Regular Interest on such Distribution Date.
Class Z-3 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-3
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-3 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z-4 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-4
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-4 Regular Interest on such Distribution Date.
Class Z-4 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-4
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-4 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z-5 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-5
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-5 Regular Interest on such Distribution Date.
Class Z-5 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-5
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-5 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Class Z-6 Principal
Distribution
Amount:
For any
Distribution
Date,
the
excess,
if any,
of the Class Z-6
Principal
Reduction
Amount for such
Distribution
Date over the principal
portion of Realized Losses allocated to
the Class Z-6 Regular Interest on such Distribution Date.
Class Z-6 Principal
Reduction Amount:
The Class Z Principal
Reduction
Amount
for the Class Z-6
Regular
Interest
as
determined
pursuant
to the
provisons of the Appendix 1.
Class Z-6 Regular
Interest:
The
uncertificated
undivided
beneficial
interest
in REMIC I
which
constitutes
a REMIC I
Regular
Interest
and is
entitled to distributions as set forth herein.
Closing Date:
September 30, 2005.
Code:
The Internal Revenue Code of 1986, as amended.
Company:
EMC.
Compensating Interest Payment:
As defined in Section 6.06.
Corporate
Trust
Office:
The
designated
office
of
the
Trustee
or
Securities
Administrator,
as applicable,
where at any
particular
time its
respective
corporate
trust business with respect to this Agreement
shall be
administered.
The
Corporate
Trust
Office of the Trustee at the date of the
execution
of this
Agreement is located at 4 New York Plaza,
6th Floor,
New
York, New York 10004,
Attention:
Worldwide Securities
Services-Global Debt,
Bear
Stearns
ALT-A
Trust
2005-9.
The
Corporate
Trust
Office
of
the
Securities
Administrator
at the date of the
execution of this
Agreement is
located at 9062 Old
Annapolis
Road,
Columbia,
Maryland
21045,
Attention:
Corporate
Trust Group,
BSALTA 2005-9.
For the purpose of
registration
and
transfer and
exchange
only,
the
Corporate
Trust Office of the
Securities
Administrator
shall
be
located
at
Sixth
Street
and
Marquette
Avenue,
Minneapolis, Minnesota 55479, Attention: Corporate Trust Group,
BSALTA 2005-9.
Counterparty:
Wells
Fargo
Bank,
National
Association,
and
any
successor thereto, or any successor counterparty under the Cap
Contracts.
Countrywide:
Countrywide
Home Loans Servicing LP, and its successor in
interest.
Countrywide
Servicing Agreement:
The Seller's Warranties and Servicing
Agreement,
dated as of September
1, 2002,
as amended,
between
Countrywide
Servicing and EMC attached hereto as Exhibit H-1.
Cross-Over
Date:
The first
Distribution
Date on which the
aggregate
Certificate
Principal
Balance of the Group II Subordinate
Certificates
has
been reduced to zero.
Current
Interest:
As of any
Distribution
Date,
with respect to each
Class
of
Group I
Offered
Certificates,
(i) the
interest
accrued
on the
Certificate
Principal
Balance during the related
Interest Accrual Period at
the applicable
Pass-Through Rate plus any amount previously
distributed with
respect
to
interest
for
such
Certificate
that has
been
recovered
as a
voidable
preference by a trustee in bankruptcy
minus (ii) the sum of (a) any
Prepayment
Interest
Shortfall for such Distribution
Date, to the extent not
covered by
Compensating
Interest
Payments and (b) any shortfalls
resulting
from the
application
of the
Relief
Act
during
the
related
Due
Period;
provided,
however,
that for purposes of calculating Current Interest for any
such Class,
amounts
specified in clauses
(ii)(a) and (ii)(b) hereof for any
such
Distribution
Date
shall
be
allocated
first
to
the
Class
B-IO
Certificates
and the Class R Certificates
in reduction of amounts
otherwise
distributable
to such
Certificates
on such
Distribution
Date and then any
excess shall be allocated to each other Class of
Certificates
pro rata based
on the respective
amounts of interest
accrued
pursuant to clause (i) hereof
for each such Class on such Distribution Date.
Current Specified Enhancement
Percentage:
For any Distribution Date, a
percentage
obtained by dividing (x) the sum of (i) the aggregate
Certificate
Principal
Balance
of the
Group I
Subordinate
Certificates
and
(ii)
the
Overcollateralization
Amount,
in each case prior to the
distribution of the
Principal
Distribution Amount on such Distribution Date, by (y) the aggregate
Stated
Principal
Balance of the Group I Mortgage
Loans as of the end of the
related Due Period.
Current
Specified
Overcollateralization
Percentage:
For
any
Distribution Date, the percentage
equivalent of a fraction,
the numerator of
which is the
Overcollateralization
Target
Amount,
and the
denominator
of
which is the aggregate Stated Principal
Balance of the Group I Mortgage Loans
for such Distribution Date.
Custodial
Agreement:
An agreement,
dated as of the Closing Date among
the
Depositor,
the
Master
Servicer,
the
Trustee
and
the
Custodian
in
substantially the form of Exhibit G hereto.
Custodian:
Wells Fargo Bank,
National
Association,
or any
successor
custodian
appointed
pursuant to the
provisions
hereof and of the Custodial
Agreement.
Cut-off Date:
September 1, 2005.
Cut-off Date Balance:
Approximately $2,497,584,757.
Debt Service
Reduction:
Any reduction of the Scheduled
Payments which
a Mortgagor is
obligated
to pay with respect to a Mortgage
Loan as a result
of any proceeding
under the Bankruptcy Code or any other similar state law or
other proceeding.
Deficient
Valuation:
With respect to any Mortgage Loan, a valuation of
the Mortgaged Property by a court of competent
jurisdiction in an amount less
than
the
then
outstanding
indebtedness
under
the
Mortgage
Loan,
which
valuation
results from a proceeding
initiated
under the Bankruptcy
Code or
any other similar state law or other proceeding.
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 last day of the
month
immediately
succeeding
the month in
which such payment was due. For
example,
a Mortgage
Loan with a payment due
on December 1 that
remained
unpaid as of the close of business on January 31
would then be
considered
to be 30 to 59 days
delinquent.
Similarly for "60
days delinquent," "90 days delinquent" and so on.
Depositor:
Structured
Asset
Mortgage
Investments II Inc., a Delaware
corporation, or its successors in interest.
Depository:
The Depository Trust Company,
the nominee of which is Cede
& Co., or any successor thereto.
Depository Agreement:
The meaning specified in Section 5.01(a) hereof.
Depository
Participant:
A
broker,
dealer,
bank or
other
financial
institution or other Person for whom from time to time the
Depository
effects
book-entry transfers and pledges of securities deposited with the
Depository.
Designated
Depository
Institution:
A
depository
institution
(commercial
bank,
federal
savings bank,
mutual savings bank or savings and
loan
association)
or trust
company
(which may
include the
Trustee),
the
deposits of which are fully insured by the FDIC to the extent
provided by law.
Determination
Date:
With
respect
to
each
Mortgage
Loan,
the
Determination Date as defined in the Servicing Agreement.
Disqualified
Organization:
Any
of
the
following:
(i) the
United
States,
any State or political
subdivision
thereof,
any
possession of the
United
States,
or any
agency
or
instrumentality
of any of the
foregoing
(other
than
an
instrumentality
which
is
a
corporation
if
all
of
its
activities
are
subject
to
tax
and,
except
for
the
Freddie
Mac or any
successor
thereto,
a majority of its board of
directors
is not selected by
such
governmental
unit),
(ii) any
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of
any of the
foregoing,
(iii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code
(including
the tax imposed by
Section 511 of the Code on unrelated
business
taxable
income),
(iv) rural
electric and
telephone
cooperatives
described
in
Section 1381(a)(2)(C)
of the Code or (v) any
other
Person so
designated
by the Trustee
based upon an Opinion of Counsel
that the holding
of an ownership
interest in a Residual
Certificate
by such Person may cause
any 2005-9
REMIC
contained
in the Trust or any Person
having an
ownership
interest
in the
Residual
Certificate
(other
than such
Person) to incur a
liability
for any federal tax imposed under the Code that would not otherwise
be
imposed
but for the
transfer
of an
ownership
interest
in a
Residual
Certificate
to
such
Person.
The
terms
"United
States,"
"State"
and
"international
organization"
shall
have
the
meanings
set
forth
in
Section 7701 of the Code or successor provisions.
Distribution
Account:
The
trust
account
or
accounts
created
and
maintained by the Securities
Administrator
pursuant to
Section 4.04,
which
shall be denominated
"JPMorgan Chase Bank, National
Association,
as Trustee
f/b/o holders of Structured
Asset Mortgage
Investments II Inc., Bear Stearns
ALT-A
Trust
2005-9,
Mortgage
Pass-Through
Certificates,
Series
2005-9 -
Distribution Account."
The Distribution Account shall be an Eligible Account.
Distribution
Account
Deposit
Date:
The
Business
Day
prior to each
Distribution Date.
Distribution
Date:
The 25th day of any month,
beginning
in the month
immediately
following the month of the Closing Date,
or, if such 25th day is
not a Business Day, the Business Day immediately following.
DTC
Custodian:
Wells
Fargo
Bank,
National
Association,
or
its
successors in interest as custodian for the Depository.
Due Date:
With respect to each
Mortgage
Loan,
the date in each month
on which its
Scheduled
Payment is due if such due date is the first day of a
month and
otherwise is deemed to be the first day of the
following
month or
such other date specified in the related Servicing Agreement.
Due Period:
With
respect to any
Distribution
Date and each
Mortgage
Loan,
the period
commencing
on the second
day of the month
preceding
the
calendar month in which the
Distribution
Date occurs and ending at the close
of
business
on the first day of the
month in which
the
Distribution
Date
occurs.
Eligible
Account:
Any of (i) a
segregated
account
maintained with a
federal
or
state
chartered
depository
institution
(A)
the
short-term
obligations
of which are rated A-1 or better by
Standard & Poor's and P-1 by
Moody's at the time of any deposit
therein or (B) insured by the FDIC (to the
limits
established
by such
Corporation),
the
uninsured
deposits in which
account
are
otherwise
secured
such
that,
as
evidenced
by an Opinion of
Counsel
(obtained by the Person
requesting that the account be held pursuant
to this clause (i))
delivered to the
Securities
Administrator
prior to the
establishment of such account, the
Certificateholders
will have a claim with
respect to the funds in such account and a perfected
first priority
security
interest
against
any
collateral
(which
shall
be
limited
to
Permitted
Investments,
each of which
shall
mature
not later
than the
Business
Day
immediately
preceding
the
Distribution
Date
next
following
the
date of
investment
in such
collateral
or the
Distribution
Date if such
Permitted
Investment
is
an
obligation
of
the
institution
that
maintains
the
Distribution
Account)
securing
such funds that is superior to claims of any
other
depositors
or general
creditors of the
depository
institution
with
which such account is maintained,
(ii) a segregated trust account or accounts
maintained with a federal or state chartered
depository
institution or trust
company
with
trust
powers
acting
in its
fiduciary
capacity
or
(iii) a
segregated account or accounts of a depository
institution
acceptable to the
Rating
Agencies (as
evidenced in writing by the Rating
Agencies that use of
any such account as the
Distribution
Account will not have an adverse effect
on the
then-current
ratings
assigned
to the Classes of
Certificates
then
rated by the Rating Agencies).
Eligible Accounts may bear interest.
EMC:
EMC Mortgage Corporation, and any successor thereto.
EMC
Servicing
Agreement:
The
Servicing
Agreement,
dated
as
of
September 1, 2005, between
Structured Asset Mortgage
Investments II Inc. and
EMC as attached hereto as Exhibit H-2.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
Event of Default: As defined in Section 8.01.
EverHome:
EverHome
Mortgage
Company
(formerly
known
as
Alliance
Mortgage Corporation), and any successor thereto.
EverHome Servicing Agreements:
The Subservicing Agreement,
dated as of
August 1, 2002, between EverHome and EMC, as attached hereto as
Exhibit H-3.
Excess Cashflow:
With respect to any Distribution
Date, the sum of (i)
Remaining
Excess
Spread
for
such
Distribution
Date
and
(ii)
Overcollateralization
Release Amount for such
Distribution
Date;
provided,
however,
that the Excess Cashflow shall include
Principal Funds on and after
the Distribution Date on which the aggregate
Certificate Principal Balance of
the Class I-1A-1,
Class I-1A-2,
Class I-M-1, Class I-M-2, Class I-B-1, Class
I-B-2 and Class
I-B-3
Certificates
has been
reduced
to zero
(other
than
Principal
Funds otherwise
distributed to the Holders of Class I-1A-1,
Class
I-1A-2,
Class I-M-1,
Class I-M-2,
Class I-B-1,
Class I-B-2 and Class I-B-3
Certificates on such Distribution Date).
Excess
Liquidation
Proceeds:
To the
extent
that such
amount is not
required by law to be paid to the related
Mortgagor,
the amount,
if any, by
which Liquidation
Proceeds with respect to a Liquidated
Mortgage Loan exceed
the sum of (i) the
Outstanding
Principal
Balance of such
Mortgage Loan and
accrued but unpaid interest at the related Mortgage
Interest Rate through the
last day of the month in which
the
related
Liquidation
Date
occurs,
plus
(ii) related Liquidation Expenses.
Excess Spread:
With respect to any
Distribution
Date, the excess,
if
any, of (i) the Interest
Funds for such
Distribution
Date over (ii) the sum
of the
Current
Interest
on the Group I Offered
Certificates
and
Interest
Carry
Forward
Amounts
on the Class I-A
Certificates,
in each case on such
Distribution Date.
Extra Principal
Distribution
Amount:
With respect to any Distribution
Date,
an amount
derived
from Excess
Spread
equal to the lesser of (i) the
excess,
if
any,
of
the
Overcollateralization
Target
Amount
for
such
Distribution Date over the Overcollateralization
Amount for such Distribution
Date and (ii) the Excess Spread for such Distribution Date.
Fannie Mae:
Federal
National
Mortgage
Association
and any successor
thereto.
FDIC:
Federal Deposit Insurance Corporation and any successor thereto.
Final
Certification:
The
certification
substantially
in the form of
Exhibit Three to the Custodial Agreement.
Fiscal
Quarter:
December 1 through the last day of
February,
March 1
through May 31, June 1 through August 31, or September 1 through
November 30,
as applicable.
Fractional
Undivided
Interest:
With
respect
to
any
Class of
Certificates (other than the Class XP Certificates),
the fractional undivided
interest evidenced by any Certificate of such Class the
numerator of which is
the Certificate
Principal
Balance of such Certificate and the denominator of
which is the
Certificate
Principal
Balance of such Class.
With
respect to
the Class XP
Certificates,
the
percentage
interest
stated
thereon.
With
respect
to
the
Certificates
in the
aggregate,
the
fractional
undivided
interest
evidenced
by (i) a
Residual
Certificate
will be
deemed to equal
0.50%
multiplied by the
percentage
interest of such
Residual
Certificate,
(ii) the Class
B-IO
Certificates
will be deemed to equal
1.00% and (iii) a
Certificate of any other Class will be deemed to equal 98.00%
multiplied by a
fraction,
the numerator of which is the Certificate Principal Balance of such
Certificate
and
the
denominator
of
which
is
the
aggregate
Certificate
Principal
Balance
of
all
the
Certificates
other
than
the
Class
B-IO
Certificates.
Freddie
Mac:
Freddie
Mac,
formerly
the Federal
Home Loan
Mortgage
Corporation, and any successor thereto.
Global Certificate:
Any Private
Certificate
registered in the name of
the Depository or its nominee,
beneficial interests in which are reflected on
the
books
of the
Depository
or on the
books of a
Person
maintaining
an
account
with such
Depository
(directly
or as an
indirect
participant
in
accordance with the rules of such depository).
GreenPoint:
GreenPoint
Mortgage
Funding,
Inc.,
and
any
successor
thereto.
GreenPoint Servicing Agreement:
The Purchase,
Warranties and Servicing
Agreement,
dated as of September 1, 2003, between GreenPoint and EMC attached
hereto as Exhibit H-4.
Gross Margin:
As to each Mortgage Loan, the fixed
percentage set forth
in the related
Mortgage
Note and
indicated
on the Mortgage
Loan
Schedule
which
percentage is added to the related
Index on each
Interest
Adjustment
Date to
determine
(subject to
rounding,
the
minimum and maximum
Mortgage
Interest Rate and the Periodic Rate Cap) the Mortgage
Interest Rate until the
next Interest Adjustment Date.
Group I
Certificates:
The
Group I Senior
Certificates,
the
Group I
Subordinate Certificates and the Group I Non-Offered Subordinate
Certificates.
Group I Mortgage
Loans:
The Mortgage
Loans
identified as such on the
Mortgage Loan Schedule.
Group I
Non-Offered
Subordinate
Certificates:
The Class
I-B-3,
the
Class XP and the Class B-IO Certificates.
Group I Offered
Certificates:
The Group I Senior
Certificates and the
Group I Offered Subordinate Certificates.
Group I Offered Subordinate Certificates:
The Class I-M-1, Class I-M-2,
Class I-B-1 and Class I-B-2 Certificates.
Group I Senior Certificates: The Class I-A Certificates.
Group
I
Subordinate
Certificates:
The
Group I
Offered
Subordinate
Certificates and the Group I Non-Offered Subordinate Certificates.
Group II
Certificates:
The Group II Senior
Certificates and the Group
II Subordinate Certificates.
Group II Mortgage
Loans:
The Mortgage Loans
identified as such on the
Mortgage Loan Schedule.
Group II Non-Offered Subordinate
Certificates:
The Class II-B-4, Class
II-B-5 and Class II-B-6 Certificates.
Group II
Offered
Certificates:
The Group II Senior
Certificates
and
the Group II Offered Subordinate Certificates.
Group II
Offered
Subordinate
Certificates:
The Class
II-M-1,
Class
II-M-2,
Class II-M-3,
Class II-M-4, Class II-M-5, Class II-B-1, Class II-B-2
and Class II-B-3 Certificates.
Group II Senior Certificates:
The Class II-1A-1,
Class II-1A-2,
Class
II-2A-1,
Class II-3A-1,
Class II-3A-2,
Class II-4A-1,
Class II-5A-1, Class
II-5A-2, Class II-6A-1 and Class II-6A-2 Certificates.
Group II
Subordinate
Certificates:
The Group II
Offered
Subordinate
Certificates and the Group II Non-Offered Subordinate Certificates.
Harbourside:
Savannah Bank, NA dba
Harbourside
Mortgage
Corporation,
and any successor thereto.
Harbourside Servicing Agreement: The Purchase,
Warranties and Servicing
Agreement,
dated as of April 1, 2005,
between
Harbourside
and EMC attached
hereto as Exhibit 5.
Holder:
The Person in whose name a
Certificate
is
registered
in the
Certificate Register,
except that, subject to Sections 11.02(b) and 11.05(e),
solely for the purpose of giving any consent
pursuant to this Agreement,
any
Certificate registered in the name of the Depositor,
the Master Servicer, the
Securities
Administrator
or the Trustee or any
Affiliate
thereof
shall be
deemed not to be outstanding and the Fractional
Undivided
Interest evidenced
thereby shall not be taken into account in
determining
whether the requisite
percentage
of
Fractional
Undivided
Interests
necessary to effect any such
consent has been obtained.
HomeBanc:
HomeBanc Mortgage Corporation, and any successor thereto.
HomeBanc
Servicing
Agreement:
Purchase,
Warranties
and
Servicing
Agreement,
dated as of January 1, 2004,
between
HomeBanc and EMC,
attached
hereto as Exhibit H-6.
Indemnified
Persons:
The Trustee,
the Master Servicer,
the Custodian
and the Securities
Administrator
and their officers,
directors,
agents and
employees
and, with respect to the Trustee,
any separate
co-trustee and its
officers, directors, agents and employees.
Independent:
When used with respect to any specified Person,
this term
means that such
Person (a) is in fact
independent
of the
Depositor
or the
Master Servicer and of any Affiliate of the Depositor or the Master
Servicer,
(b) does not have any
direct
financial
interest
or any
material
indirect
financial
interest in the
Depositor or the Master
Servicer or any Affiliate
of the
Depositor
or the Master
Servicer and (c) is not
connected
with the
Depositor or the Master
Servicer or any
Affiliate
as an officer,
employee,
promoter,
underwriter,
trustee,
partner,
director
or
person
performing
similar functions.
Index:
The index, if any,
specified in a Mortgage Note by reference to
which the related Mortgage Interest Rate will be adjusted from time
to time.
Individual
Certificate:
Any Private Certificate registered in the name
of the Holder other than the Depository or its nominee.
Initial
Certification:
The certification
substantially in the form of
Exhibit One to the Custodial Agreement.
Initial
Mortgage Loan: A Mortgage Loan
transferred and assigned to the
Trust on the Closing
Date
pursuant to Section 2.01 and held as a part of the
Trust, as identified in the applicable Mortgage Loan Schedule.
Institutional
Accredited Investor:
Any Person meeting the requirements
of Rule
501(a)(l),
(2), (3) or (7) of Regulation D under the
Securities Act
or any entity all of the equity holders in which come within such
paragraphs.
Insurance
Policy:
With
respect to any
Mortgage
Loan,
any
standard
hazard insurance policy, flood insurance policy or title insurance
policy.
Insurance
Proceeds:
Amounts
paid by the insurer
under any
Insurance
Policy
covering any Mortgage
Loan or Mortgaged
Property
other than amounts
required
to be paid
over to the
Mortgagor
pursuant
to law or the
related
Mortgage Note or Security
Instrument and other than amounts used to repair or
restore the Mortgaged
Property or to reimburse
insured
expenses,
including
the
related
Servicer's
costs
and
expenses
incurred
in
connection
with
presenting claims under the related Insurance Policies.
Interest
Accrual Period:
With respect to each
Distribution
Date, for
each Class of Group II
Certificates,
the calendar month
preceding the month
in which such
Distribution
Date occurs.
The Interest Accrual Period for the
Group I Certificates and the Class I-B-3
Certificates will be the period from
and including the
preceding
distribution
date (or from the Closing Date, in
the case of the first
Distribution
Date) to and
including
the day prior to
the current Distribution Date.
Interest
Adjustment
Date:
With respect to a Mortgage
Loan, the date,
if any,
specified in the related Mortgage Note on which the Mortgage
Interest
Rate is subject to adjustment.
Interest
Carryforward
Amount:
As of the first
Distribution
Date and
with
respect to each
Class of Group I Offered
Certificates,
zero,
and for
each
Distribution
Date
thereafter,
the
sum of (i) the
excess
of (a) the
Current Interest for such Class with respect to prior
Distribution Dates over
(b) the amount
actually
distributed
to such
Class of Group I
Certificates
with
respect to interest on or after such prior
Distribution
Dates and (ii)
interest
thereon
(to
the
extent
permitted
by
applicable
law)
at
the
applicable
Pass-Through
Rate for such Class for the related Interest Accrual
Period
including the Interest
Accrual Period
relating to such
Distribution
Date.
Interest
Coverage Account:
The account or sub-account
established and
maintained
pursuant to Section 4.10(a) and which shall be an Eligible Account
or a sub-account of an Eligible Account.
Interest Coverage Amount:
The amount to be paid by the Depositor to the
Paying Agent for deposit in the Interest
Coverage Account on the Closing Date
pursuant to Section 4.10, which amount is $115,818.69.
Interest
Funds:
For any
Distribution
Date and Loan
Group I, (i) the
sum, without
duplication,
of (a) all scheduled interest collected in respect
to the related
Group I Mortgage
Loans during the related Due Period less the
related
Servicing
Fee, (b) all Monthly
Advances
relating to interest
with
respect to the related Group I Mortgage
Loans made on or prior to the related
Distribution
Account
Deposit Date, (c) all
Compensating
Interest
Payments
with respect to the Group I Mortgage
Loans and required to be remitted by the
Master Servicer
pursuant to this Agreement or the related
Servicer
pursuant
to the related
Servicing
Agreement with respect to such
Distribution
Date,
(d)
Liquidation
Proceeds with respect to the related Group I Mortgage
Loans
collected during the related
Prepayment Period (or, in the case of Subsequent
Recoveries,
during the related Due
Period),
to the extent such
Liquidation
Proceeds
relate to
interest,
(e) all
amounts
relating
to
interest
with
respect to each
related
Group I Mortgage
Loan
purchased by EMC pursuant to
Sections
2.02 and 2.03 or by the
Depositor
pursuant to Section
3.21 during
the
related Due
Period,
(f) all amounts in respect of interest
paid by EMC
pursuant
to
Section
10.01 in
respect
to Loan Group I, in each case to the
extent
remitted by EMC or its designee,
as applicable,
to the
Distribution
Account
pursuant to this
Agreement,
and (g) any amount
withdrawn
from the
Pre-Funding
Reserve
Account
pursuant to Section
4.09(c)(iii) in respect of
Loan Group I, minus (ii) all
amounts
relating
to
interest
required
to be
reimbursed
pursuant to Sections 4.01, 4.03 and 4.05 or as otherwise set forth
in this Agreement and allocated to Loan Group I.
Interest
Shortfall:
With
respect
to any
Distribution
Date and each
Mortgage Loan that during the related
Prepayment
Period was the subject of a
Principal
Prepayment
or
constitutes
a Relief Act Mortgage
Loan, an amount
determined as follows:
(a)
Partial principal
prepayments
received during the relevant
Prepayment
Period:
The difference
between (i) one
month's
interest at the
applicable Net Rate on the amount of such
prepayment
and (ii) the
amount of
interest
for
the
calendar
month
of
such
prepayment
(adjusted
to
the
applicable Net Rate) received at the time of such prepayment;
(b) Principal
prepayments
in full
received
during the relevant
Prepayment
Period:
The difference
between
(i) one
month's
interest at the applicable
Net Rate on the Stated
Principal
Balance of such Mortgage
Loan
immediately
prior to such
prepayment
and
(ii) the
amount of interest
for the calendar
month of such
prepayment
(adjusted to the
applicable
Net Rate) received at
the time of such prepayment; and
(c) Relief
Act
Mortgage
Loans:
As to any
Relief Act
Mortgage
Loan,
the
excess of (i) 30 days' interest (or, in the case of a principal
prepayment in
full,
interest to the date of
prepayment)
on the Stated
Principal
Balance
thereof (or, in the case of a principal
prepayment
in part, on the amount so
prepaid) at the related Net Rate over (ii) 30 days'
interest (or, in the case
of a principal
prepayment
in full,
interest to the date of
prepayment)
on
such Stated
Principal
Balance (or, in the case of a Principal
Prepayment in
part,
on the amount so prepaid) at the annual
interest
rate
required to be
paid by the Mortgagor as limited by application of the Relief Act.
Interim
Certification:
The certification
substantially in the form of
Exhibit Two to the Custodial Agreement.
Investment
Letter:
The letter to be
furnished
by each
Institutional
Accredited
Investor
which
purchases
any of
the
Private
Certificates
in
connection
with
such
purchase,
substantially
in the
form
set
forth
as
Exhibit F-1 hereto.
Lender-Paid
PMI Rate:
With respect to each
Mortgage Loan covered by a
lender-paid
primary mortgage
insurance policy, the premium to be paid by the
applicable Servicer out of interest
collections on the related Mortgage Loan,
as stated in the Mortgage Loan Schedule.
LIBOR
Business
Day: Any day other than a Saturday or a Sunday or a day
on which banking
institutions in the city of London,
England are required or
authorized by law to be closed.
LIBOR
Determination
Date:
With
respect
to
each
Class
of
Offered
Certificates
and for the first Interest
Accrual Period,
September 28, 2005.
With respect to each Class of Offered
Certificates
and any Interest
Accrual
Period
thereafter,
the second LIBOR Business Day preceding the
commencement
of such Interest Accrual Period.
Liquidated
Mortgage Loan:
Any defaulted
Mortgage Loan as to which the
Servicer or the Master
Servicer has determined that all amounts it expects to
recover from or on account of such Mortgage Loan have been
recovered.
Liquidation
Date:
With respect to any
Liquidated
Mortgage
Loan, the
date on which the Master
Servicer or the
Servicer
has
certified
that such
Mortgage Loan has become a Liquidated Mortgage Loan.
Liquidation
Expenses:
With respect to a Mortgage Loan in
liquidation,
unreimbursed
expenses
paid or
incurred
by or for the account of the Master
Servicer or the Servicer in connection
with the
liquidation of such Mortgage
Loan and the related Mortgage
Property,
such expenses including (a) property
protection
expenses,
(b) property sales
expenses,
(c) foreclosure and sale
costs,
including court costs and reasonable
attorneys' fees, and (d) similar
expenses reasonably paid or incurred in connection with
liquidation.
Liquidation
Proceeds:
Amounts
received
in
connection
with
the
liquidation of a defaulted
Mortgage Loan,
whether
through
trustee's
sale,
foreclosure sale, Insurance Proceeds,
condemnation
proceeds or otherwise and
Subsequent Recoveries.
Loan Group:
Loan Group I or Loan Group II, as applicable.
Loan Group I: The
Mortgage
Loans
identified
as such on the
Mortgage
Loan Schedule and any Subsequent Mortgage Loans added to Loan Group
I.
Loan Group II: Sub-Loan Group II-1,
Sub-Loan Group II-2, Sub-Loan Group
II-3, Sub-Loan Group II-4, Sub-Loan Group II-5 or Sub-Loan Group
II-6.
Loan-to-Value
Ratio:
With respect to any Mortgage
Loan, the fraction,
expressed as a percentage,
the
numerator of which is the original
principal
balance
of the
related
Mortgage
Loan and the
denominator
of which is the
Original Value of the related Mortgaged Property.
Loss Allocation
Limitation:
The meaning specified in Section 6.02.2(c)
hereof.
Loss Severity
Percentage:
With respect to any
Distribution
Date, the
percentage
equivalent of a fraction,
the numerator of which is the amount of
Realized
Losses
incurred on a Mortgage Loan and the
denominator of which is
the Stated Principal
Balance of such Mortgage Loan
immediately
prior to the
liquidation of such Mortgage Loan.
Lost
Notes:
The
original
Mortgage
Notes
that
have been
lost,
as
indicated on the Mortgage Loan Schedule.
Margin:
With respect to any Distribution
Date on or prior to the first
possible Optional
Termination Date with respect to the Group I Mortgage Loans
and (i) with respect to the Class I-1A-1
Certificates,
0.26% per annum, (ii)
with respect to the Class
I-1A-2
Certificates,
0.36% per annum,
(iii) with
respect to the Class I-M-1
Certificates,
0.50% per annum,
(iv) with respect
to the Class
I-M-2
Certificates,
0.70% per annum,
(v) with
respect to the
Class
I-B-1
Certificates,
1.30% per annum,
(vi) with
respect to the Class
I-B-2
Certificates,
1.90% per
annum,
and (vii)
with
respect to the Class
I-B-3
Certificates,
2.10% per annum;
and with
respect to any
Distribution
Date after the first possible
Optional
Termination Date and (i) with respect
to the Class I-1A-1
Certificates,
0.52% per annum,
(ii) with respect to the
Class I-1A-2
Certificates,
0.72% per annum,
(iii) with respect to the Class
I-M-1
Certificates,
0.75% per annum,
(iv) with
respect to the Class
I-M-2
Certificates,
1.05%
per
annum,
(v)
with
respect
to
the
Class
I-B-1
Certificates,
1.95%
per
annum,
(vi)
with
respect
to
the
Class
I-B-2
Certificates,
2.85% per
annum,
and (vii) with
respect
to the Class
I-B-3
Certificates, 3.15% per annum.
Marker Rate:
With respect to the Class B-IO
Certificates
or the REMIC
IV Regular
Interest
B-IO-I and any
Distribution
Date,
in
relation to the
REMIC III Regular
Interests LT1, LT2, LT3, LT4 and LTY-I-1,
a per annum rate
equal to two (2) times the weighted
average of the
Uncertificated
REMIC III
Pass-Through
Rates for REMIC III
Regular Interest LT2 and REMIC III
Regular
Interest LT3 and, in relation to the
REMIC III
Regular
Interests
LT5, LT6,
LT7,
LT8 and
LTY-I-2,
a per annum rate equal to two (2) times the
weighted
average
of the
Uncertificated
REMIC III
Pass-Through
Rates for
REMIC III
Regular Interest LT6 and REMIC III Regular Interest LT7.
Master
Servicer:
As of the Closing
Date,
Wells Fargo Bank,
National
Association and, thereafter,
its respective
successors in interest that meet
the qualifications of the Servicing Agreements and this Agreement.
Master
Servicer
Certification:
A
written
certification
covering
servicing of the Mortgage
Loans by the
Servicers and signed by an officer of
the Master Servicer that complies with (i) the
Sarbanes-Oxley Act of 2002, as
amended from time to time,
and (ii) the
February 21,
2003
Statement by the
Staff of the Division of
Corporation
Finance of the
Securities and Exchange
Commission
Regarding
Compliance
by
Asset-Backed
Issuers with Exchange Act
Rules
13a-14 and 15d-14,
as in effect from time to time;
provided
that if,
after the Closing Date (a) the Sarbanes-Oxley Act of 2002 is
amended,
(b) the
Statement
referred
to in
clause
(ii) is
modified
or
superceded
by
any
subsequent
statement,
rule or
regulation
of the
Securities
and
Exchange
Commission
or
any
statement
of a
division
thereof,
or
(c)
any
future
releases,
rules and
regulations are published by the Securities and Exchange
Commission
from
time to time
pursuant
to the
Sarbanes-Oxley
Act of 2002,
which
in any
such
case
affects
the
form
or
substance
of the
required
certification
and
results
in
the
required
certification
being,
in
the
reasonable
judgment of the Master Servicer,
materially more onerous than the
form
of
the
required
certification
as of the
Closing
Date,
the
Master
Servicer
Certification
shall be as agreed to by the Master
Servicer and the
Depositor
following a
negotiation
in good faith to determine
how to comply
with any such new requirements.
Master
Servicer
Collection
Account:
The trust
account
or
accounts
created and maintained by the Master Servicer pursuant to Section
4.02,
which
shall be denominated
"JPMorgan Chase Bank, National
Association,
as Trustee
f/b/o holders of Structured
Asset Mortgage
Investments II Inc., Bear Stearns
ALT-A
Trust
2005-9,
Mortgage
Pass-Through
Certificates,
Series
2005-9,
Collection
Account."
The
Master
Servicer
Collection
Account
shall be an
Eligible Account.
Master Servicing Compensation:
The meaning specified in Section 3.14.
Material Defect:
The meaning specified in Section 2.02(a).
Maximum
Lifetime
Mortgage
Rate: The maximum level to which a Mortgage
Interest Rate can adjust in accordance
with its terms,
regardless of changes
in the applicable Index.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized
and
existing
under
the
laws of the
State of
Delaware,
or any
successor thereto.
MERS®
System:
The system of
recording
transfers
of
Mortgage
Loans
electronically maintained by MERS.
MIN: The Mortgage
Identification
Number for Mortgage Loans
registered
with MERS on the MERS® System.
Minimum
Lifetime
Mortgage
Rate: The minimum level to which a Mortgage
Interest Rate can adjust in accordance
with its terms,
regardless of changes
in the applicable Index.
MOM
Loan:
With
respect
to any
Mortgage
Loan,
MERS
acting
as the
mortgagee of such Mortgage Loan,
solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
Monthly
Advance:
An advance of
principal
or interest
required to be
made by the applicable
Servicer pursuant to the related
Servicing
Agreement
or the Master Servicer pursuant to Section 6.05.
Monthly
Delinquency
Percentage:
With respect to a Distribution
Date,
the
percentage
equivalent
of a
fraction,
the
numerator
of
which is the
aggregate Stated
Principal
Balance of the Group I Mortgage Loans that are 60
days
or
more
Delinquent
or are in
bankruptcy
or
foreclosure
or are REO
Properties
for such
Distribution
Date and the
denominator
of which is the
aggregate
Stated
Principal
Balance
of
Group I
Mortgage
Loans
for
such
Distribution Date.
Moody's:
Moody's Investors Service, Inc. or its successor in interest.
Mortgage:
The mortgage,
deed of trust or other
instrument
creating a
first
priority lien on an estate in fee simple or leasehold
interest in real
property securing a Mortgage Loan.
Mortgage
File:
The
mortgage
documents
listed
in
Section 2.01(b)
pertaining
to
a
particular
Mortgage
Loan
and
any
additional
documents
required to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Interest Rate: The annual rate at which interest
accrues from
time to time on any
Mortgage
Loan
pursuant
to the related
Mortgage
Note,
which rate is initially
equal to the "Mortgage
Interest Rate" set forth with
respect thereto on the Mortgage Loan Schedule.
Mortgage Loan: A mortgage loan
transferred
and assigned to the Trustee
pursuant to
Section 2.01,
Section 2.04 or Section 2.07 and held as a part of
the Trust Fund,
as
identified
in the Mortgage
Loan
Schedule
(which shall
include, without limitation,
with respect to each Mortgage Loan, each related
Mortgage
Note,
Mortgage
and
Mortgage
File
and
all
rights
appertaining
thereto),
including a mortgage loan the property securing which has become an
REO Property.
Mortgage Loan Purchase
Agreement:
The Mortgage Loan Purchase Agreement
dated as of September 30, 2005,
between EMC, as seller,
and Structured Asset
Mortgage
Investments II Inc., as purchaser,
and all
amendments
thereof and
supplements thereto, attached as Exhibit J.
Mortgage
Loan
Schedule:
The
schedule,
attached
hereto as Exhibit B
with
respect to the Initial
Mortgage
Loans,
and the
schedule
attached as
Exhibit 1 to the related
Subsequent
Transfer
Instrument with respect to the
related
Subsequent
Mortgage
Loans,
each as
amended
from
time to time to
reflect the
repurchase or
substitution
of Mortgage Loans or the addition of
Subsequent
Mortgage
Loans pursuant to this
Agreement,
or the Mortgage Loan
Purchase Agreement or the Subsequent Mortgage Loan Purchase
Agreement,
as the
case may be.
Mortgage
Note:
The
originally
executed note or other evidence of the
indebtedness of a Mortgagor under the related Mortgage Loan.
Mortgaged Property:
Land and improvements
securing the indebtedness of
a Mortgagor
under the related
Mortgage Loan or, in the case of REO Property,
such REO Property.
Mortgagor:
The obligor on a Mortgage Note.
National City: National City Mortgage Co., and any successor
thereto.
National
City
Servicing
Agreement:
The
Purchase,
Warranties
and
Servicing
Agreement,
dated as of October 1, 2001,
between National City and
EMC, attached hereto as Exhibit 7.
Net Interest
Shortfall:
With
respect to any
Distribution
Date,
the
Interest
Shortfall,
if any, for such
Distribution
Date net of Compensating
Interest Payments made with respect to such Distribution Date.
Net
Liquidation
Proceeds:
As
to
any
Liquidated
Mortgage
Loan,
Liquidation
Proceeds
net
of
(i) Liquidation
Expenses
which
are
payable
therefrom
to the
Servicer
or the Master
Servicer
in
accordance
with the
Servicing
Agreement or this Agreement and
(ii) unreimbursed
advances by the
Servicer or the Master Servicer and Monthly Advances.
Net Rate:
With respect to each
Mortgage
Loan,
the Mortgage
Interest
Rate in effect
from time to time less the sum of (1) the
Servicing
Fee Rate
and (2) the Lender Paid PMI Rate, if any,
attributable
thereto, in each case
expressed as a per annum rate.
Net Rate Cap: For any
Distribution
Date and the Group I
Certificates,
the weighted
average of the Net Rates of the Group I Mortgage Loans as of the
beginning of the related Due Period,
weighted on the basis of the Certificate
Principal Balances thereof as of the preceding
Distribution Date, as adjusted
to an
effective
rate
reflecting
the
accrual of interest on the basis of a
360-day
year and the actual
number of days
elapsed in the related
Interest
Accrual
Period.
For
federal
income
tax
purposes,
the Net
Rate Cap with
respect
to
the
Group
I
Subordinate
Certificates
is
equal
to
the
Uncertificated REMIC II Regular Interests LT1 and LT2.
Non-Offered
Subordinate
Certificates:
The
Group
I
Non-Offered
Subordinate
Certificates
and
the
Group
II
Non-Offered
Subordinate
Certificates.
Nonrecoverable
Advance:
Any advance or Monthly
Advance
(i) which was
previously made or is proposed to be made by the Master Servicer,
the Trustee
(as successor Master Servicer) or the applicable
Servicer and (ii) which,
in
the good faith judgment of the Master Servicer,
the Trustee or the applicable
Servicer,
will not or, in the case of a proposed
advance or Monthly Advance,
would not, be ultimately
recoverable by the Master Servicer,
the Trustee (as
successor
Master
Servicer)
or
the
applicable
Servicer
from
Liquidation
Proceeds,
Insurance
Proceeds
or future
payments on the
Mortgage
Loan for
which such advance or Monthly Advance was made or is proposed to be
made.
Notional
Amount:
The
Notional
Amount of the Class B-IO
Certificates
immediately
prior to any
Distribution
Date is equal to the aggregate of the
Uncertificated Principal Balances of the REMIC II Regular
Interests.
Offered
Certificates:
The Group I Offered
Certificates
and the Group
II Offered Certificates.
Offered
Subordinate
Certificates:
The
Group
I
Offered
Subordinate
Certificates and the Group II Offered Subordinate Certificates.
Officer's
Certificate:
A
certificate
signed by the
Chairman
of the
Board,
the Vice Chairman of the Board,
the President or a Vice
President or
Assistant Vice President or other
authorized
officer of the Master
Servicer
or the Depositor, as applicable,
and delivered to the Trustee, as required by
this Agreement.
One-Month LIBOR:
With respect to any Interest Accrual Period,
the rate
determined by the Securities
Administrator on the related LIBOR Determination
Date on the basis of the rate for U.S.
dollar
deposits
for one
month
that
appears on Telerate
Screen Page 3750 as of 11:00 a.m.
(London
time) on such
LIBOR
Determination
Date;
provided that the parties hereto acknowledge that
One-Month
LIBOR
for
the
first
Interest
Accrual
Period
shall
the
rate
determined
by the
Securities
Administrator
two Business
Days prior to the
Closing
Date.
If such rate does not
appear on such page (or such other page
as may
replace
that page on that
service,
or if such
service is no longer
offered,
such other
service for
displaying
One-Month
LIBOR or
comparable
rates
as
may
be
reasonably
selected
by
the
Securities
Administrator),
One-Month
LIBOR
for
the
applicable
Interest
Accrual
Period
will be the
Reference
Bank Rate. If no such
quotations can be obtained by the Securities
Administrator
and no Reference Bank Rate is available,
One-Month
LIBOR will
be One-Month LIBOR applicable to the preceding Interest Accrual
Period.
Opinion
of
Counsel:
A
written
opinion
of
counsel
who
is or
are
acceptable
to the Trustee and who,
unless
required
to be
Independent
(an
"Opinion of Independent
Counsel"),
may be internal
counsel for the Company,
the Master Servicer or the Depositor.
Optional
Termination
Date:
With
respect
to (i) the Group I Mortgage
Loans, the Distribution
Date on which the aggregate Stated Principal
Balance
of the Group I Mortgage
Loans is less than 20% of the sum of (A) the
Cut-off
Date Balance and (B) the Pre-Funded
Amount for Loan Group I as of the Closing
Date and (ii) with respect to the Group II Mortgage
Loans,
the
Distribution
Date on which the aggregate Stated Principal
Balance of the Group II Mortgage
Loans is less than 10% of the sum of (A) the Cut-off
Date Balance and (B) the
Pre-Funded
Amounts of the Sub-Loan
Groups in Loan Group II as of the Closing
Date.
Original
Group
II
Subordinate
Principal
Balance:
The
sum
of
the
aggregate
Certificate
Principal
Balances
of
each
Class of
Group
II
Subordinate Certificates as of the Closing Date.
Original
Value:
The
lesser of
(i) the
Appraised
Value or
(ii) the
sales price of a Mortgaged
Property at the time of
origination of a Mortgage
Loan,
except in instances
where either clauses
(i) or (ii) is
unavailable,
the other may be used to
determine
the
Original
Value,
or if both clauses
(i) and
(ii) are
unavailable,
Original
Value may be determined
from other
sources reasonably acceptable to the Depositor.
Outstanding
Mortgage
Loan:
With
respect to any Due Date,
a Mortgage
Loan
which,
prior to such
Due
Date,
was not the
subject
of a
Principal
Prepayment
in full,
did not become a
Liquidated
Mortgage
Loan and was not
purchased or replaced.
Outstanding
Principal
Balance:
As of the
time of any
determination,
the
principal
balance
of a
Mortgage
Loan
remaining
to be
paid
by
the
Mortgagor,
or, in the case of an REO Property,
the principal
balance of the
related
Mortgage Loan
remaining to be paid by the Mortgagor at the time such
property
was
acquired
by the Trust Fund less any Net
Liquidation
Proceeds
with respect thereto to the extent applied to principal.
Overcollateralization
Amount:
With respect to any
Distribution
Date,
the
excess,
if any, of (a) the
aggregate
Stated
Principal
Balance of the
Group I
Mortgage
Loans for such
Distribution
Date
over (b) the
aggregate
Certificate
Principal
Balance
of the Group I Offered
Certificates
and the
Class I-B-3
Certificates on such Distribution Date (after taking into account
the payment of principal
other than any Extra Principal
Distribution
Amount
on such Certificates).
Overcollateralization
Release Amount:
With respect to any Distribution
Date is the lesser of (x) the sum of the
amounts
described
in
clauses
(1)
through (5) in the definition of Principal
Funds for such
Distribution
Date
and (y) the excess, if any, of (i) the
Overcollateralization
Amount for such
Distribution
Date (assuming that 100% of such Principal Funds is applied as a
principal
payment
on
such
Distribution
Date)
over
(ii)
the
Overcollateralization
Target
Amount
for such
Distribution
Date
(with the
amount
pursuant
to clause (y)
deemed to be $0 if the
Overcollateralization
Amount is less
than or equal to the
Overcollateralization
Target
Amount on
that Distribution Date).
Overcollateralization
Target Amount:
With respect to any
Distribution
Date (a) prior to the
Stepdown
Date,
approximately
1.00% of the
aggregate
Stated
Principal
Balance
of the Group I
Mortgage
Loans as of the
Cut-Off
Date,
(b) on or after
the
Stepdown
Date and if a
Trigger
Event is not in
effect,
the
greater
of (i) the
lesser
of (1)
approximately
1.00% of the
aggregate
Stated
Principal
Balance of the Group I Mortgage
Loans as of the
Cut-Off
Date and (2) 2.00% of the then
current
aggregate
Stated
Principal
Balance of the Group I Mortgage
Loans as of such
Distribution
Date and (ii)
approximately
$3,891,850
and (c) on or
after
the
Stepdown
Date
and if a
Trigger Event is in effect,
the
Overcollateralization
Target Amount for the
immediately preceding Distribution Date.
Pass-Through
Rate:
As to
each
Class of
Certificates,
the
rate
of
interest determined as provided with respect thereto in
Section 5.01(c).
Any
monthly
calculation
of
interest at a stated rate shall be based upon annual
interest at such rate divided by twelve.
Paying Agent: Wells Fargo Bank,
National
Association,
in its capacity
as paying agent or securities
administrator (as applicable) hereunder, or its
successor in interest,
or any successor
securities
administrator
or paying
agent appointed as herein provided.
Periodic
Rate Cap:
With
respect to each
Mortgage
Loan,
the maximum
adjustment
that can be made to the Mortgage
Interest
Rate on each
Interest
Adjustment
Date in
accordance
with its terms,
regardless of changes in the
applicable Index.
Permitted
Investments:
Any one or more of the following obligations or
securities
held
in
the
name
of
the
Trustee
for
the
benefit
of
the
Certificateholders:
(i) direct
obligations
of, and
obligations
the timely payment of which are
fully
guaranteed
by
the
United
States
of
America
or
any
agency
or
instrumentality
of the United States of America the
obligations of which are
backed by the full faith and credit of the United States of
America;
(ii) (a)
demand
or time
deposits,
federal
funds or
bankers'
acceptances
issued by any depository
institution or trust company
incorporated under the
laws of the
United
States of
America or any state
thereof
(including
the
Trustee or the Master
Servicer
or its
Affiliates
acting in its
commercial
banking
capacity)
and
subject to
supervision
and
examination
by federal
and/or state banking
authorities,
provided that the commercial
paper and/or
the short-term debt rating and/or the long-term
unsecured debt obligations of
such
depository
institution or trust company at the time of such
investment
or contractual
commitment
providing for such
investment have the Applicable
Credit
Rating or better from each Rating
Agency and (b) any other
demand or
time deposit or
certificate
of deposit that is fully
insured by the Federal
Deposit Insurance Corporation;
(iii) repurchase
obligations
with respect to (a) any
security
described in
clause
(i) above or (b) any other security
issued or guaranteed by an agency
or instrumentality
of the United States of America,
the obligations of which
are backed by the full faith and credit of the United
States of
America,
in
either
case
entered
into with a
depository
institution
or trust
company
(acting as
principal)
described
in clause
(ii)(a)
above where the Trustee
holds the security therefor;
(iv) securities
bearing
interest
or
sold
at
a
discount
issued
by
any
corporation
(including the Trustee or the Master
Servicer or its Affiliates)
incorporated
under
the laws of the
United
States of
America
or any state
thereof
that have the
Applicable
Credit
Rating or better
from each Rating
Agency at the time of such investment or contractual
commitment providing for
such investment;
provided,
however, that securities issued by any particular
corporation
will not be Permitted
Investments to the extent that investments
therein will cause the then outstanding
principal amount of securities issued
by
such
corporation
and
held as part of the
Trust
to
exceed
10% of the
aggregate
Outstanding
Principal
Balances
of all
the
Mortgage
Loans
and
Permitted Investments held as part of the Trust;
(v) commercial
paper
(including
both
non-interest-bearing
discount
obligations
and
interest-bearing
obligations
payable
on
demand
or
on a
specified
date not more
than one year
after the date of
issuance
thereof)
having the
Applicable
Credit Rating or better from each Rating Agency at the
time of such investment;
(vi) a Reinvestment
Agreement issued by any bank,
insurance company or other
corporation or entity;
(vii) any other demand, money market or time deposit, obligation,
security or
investment
as may be acceptable to each Rating Agency as evidenced in writing
by each Rating Agency to the Trustee; and
(viii) interests in any money market fund
(including any such fund managed or
advised by the Trustee or the Master Servicer or any affiliate
thereof) which
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
short
term rating by each Rating
Agency
rating such funds or such lower
rating as
will not result in the
downgrading or withdrawal of the ratings then assigned
to the Certificates by each Rating Agency, as evidenced in writing;
provided,
however,
that no
instrument or security
shall be a Permitted
Investment if
such
instrument
or
security
evidences
a right to
receive
only
interest
payments
with respect to the
obligations
underlying
such
instrument or if
such
security
provides for payment of both
principal
and
interest
with a
yield to
maturity
in excess of 120% of the
yield to
maturity
at par or if
such instrument or security is purchased at a price greater than
par.
Permitted
Transferee:
Any
Person
other
than
a
Disqualified
Organization or an "electing large
partnership" (as defined by Section 775 of
the Code).
Person:
Any
individual,
corporation,
partnership,
joint
venture,
association,
limited
liability
company,
joint-stock
company,
trust,
unincorporated
organization
or
government
or
any
agency
or
political
subdivision thereof.
PHH:
PHH
Mortgage
Corporation
(formerly
known as
Cendant
Mortgage
Corporation), and any successor thereto.
PHH
Servicing
Agreement:
The
Purchase,
Warranties
and
Servicing
Agreement dated as of October 23, 2001,
among PHH,
Bishop's Gate Residential
Mortgage Trust and EMC, as attached hereto as Exhibit H-8.
Physical
Certificates:
The
Residual
Certificates
and
the
Private
Certificates.
Plan:
The meaning specified in Section 5.07(a).
Pre-Funded
Amount: The amount to be paid by the Depositor to the Paying
Agent for deposit in the Pre-Funding
Account on the Closing Date with respect
to the
Mortgage
Loans in each Loan Group,
which
amount is, with respect to
Loan Group I,
$1,738,053,
with respect to Sub-Loan
Group II-1,
$1,195,760,
with
respect to Sub-Loan
Group II-2,
$3,844,289,
with
respect to Sub-Loan
Group II-3,
$107,000,
with respect to Sub-Loan Group II-4,
$1,529,920,
and
with respect to Sub-Loan Group II-6, $497,419.
Pre-Funding
Account:
The
account
or
sub-account
established
and
maintained
pursuant
to
Section
4.09 (a) and
which
shall
be an
Eligible
Account or a sub-account of an Eligible Account.
Pre-Funding
Period: The period from the Closing Date until the earliest
of (i) the date on which the
amount on
deposit
in the
Pre-Funding
Account
(exclusive of investment income) is reduced to zero or (ii)
December 17, 2005.
Pre-Funding Reserve Account: The account or sub-account
established and
maintained
pursuant to Section 4.09(d) and which shall be an Eligible Account
or a sub-account of an Eligible Account.
Prepayment
Charge:
With respect to any Mortgage
Loan,
the charges or
premiums,
if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof.
Prepayment Charge Loan:
Any Group I Mortgage Loan for which a
Prepayment Charge may be assessed and to which such Prepayment
Charge the
Class XP Certificates are entitled, as indicated on the Mortgage
Loan
Schedule.
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 during the related Prepayment Period (other
than a Principal
Prepayment in full
resulting from the purchase of a Group I
Mortgage Loan
pursuant to Section
2.02,
2.03,
3.21 or 10.01
hereof),
the
amount,
if any, by which (i) one month's
interest at the applicable Net Rate
on the Stated
Principal
Balance of such
Group I Mortgage
Loan
immediately
prior to such prepayment 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
less the sum of (a)
any Prepayment Charges and (b) the related Servicing Fee.
Prepayment
Period:
With
respect
to any
Distribution
Date
and
the
Mortgage
Loans
serviced
by EMC,
the period from the
sixteenth
day of the
calendar month
preceding the calendar month in which such
Distribution
Date
occurs
through
the close of business on the
fifteenth
day of the
calendar
month
in
which
such
Distribution
Date
occurs.
With
respect
to
any
Distribution
Date and all other Mortgage
Loans,
the period that is provided
in the related Servicing Agreement.
Primary
Mortgage
Insurance
Policy:
Any
primary
mortgage
guaranty
insurance
policy
issued in connection
with a Mortgage
Loan which
provides
compensation
to a Mortgage Note holder in the event of default by the obligor
under such Mortgage
Note or the related
Security
Instrument,
if any or any
replacement
policy therefor
through the related
Interest Accrual Period for
such Class relating to a Distribution Date.
Principal
Distribution
Amount: With respect to each Distribution Date,
an amount equal to the excess of (i) sum of (a) the
Principal
Funds for such
Distribution
Date and (b) any Extra
Principal
Distribution
Amount for such
Distribution Date over (ii) any Overcollateralization
Release Amount for such
Distribution Date.
Principal Funds: the sum, without duplication, of
1.
the Scheduled
Principal
collected on the Group I Mortgage
Loans
during
the
related
Due
Period or
advanced
on or
before
the
related servicer advance date,
2.
prepayments
in respect of the Group I Mortgage
Loans,
exclusive
of any
Prepayment
Charges,
collected in the related
Prepayment
Period,
3.
the Stated
Principal
Balance of each Group I Mortgage
Loan that
was
repurchased by the Depositor or the related
Servicer
during
the related Due Period,
4.
the
amount,
if any,
by which
the
aggregate
unpaid
principal
balance
of
any
Substitute
Mortgage
Loans
is
less
than
the
aggregate unpaid
principal
balance of any deleted mortgage loans
delivered
by
the
related
Servicer
in
connection
with
a
substitution
of a Group I Mortgage
Loan
during the
related Due
Period,
5.
all Liquidation
Proceeds
collected during the related Prepayment
Period
(or in the
case
of
Subsequent
Recoveries,
during
the
related Due Period) on the Group I Mortgage
Loans,
to the extent
such
Liquidation
Proceeds relate to principal,
less all related
Nonrecoverable
Advances
relating to principal
reimbursed during
the related Due Period,
6.
the principal
portion of the purchase
price of the assets of the
Trust
allocated
to Loan Group I upon the
exercise by EMC or its
designee of its
optional
termination
right with
respect to the
Group I Mortgage Loans,
7.
any amount
withdrawn from the
Pre-Funding
Account in respect of
Loan
Group I pursuant
to Section
4.09(e)(ii)
and
included
in
Principal Funds, minus
8.
any
amounts
required
to
be
reimbursed
to
EMC,
the
Depositor,
a Servicer,
the Master Servicer,
the Custodian,
the
Trustee or the
Securities
Administrator
and
allocated
to Loan
Group I, as provided in the Agreement.
Principal
Prepayment:
Any payment
(whether
partial or full) or other
recovery of principal
on a Mortgage
Loan which is received in advance of its
scheduled
Due Date to the extent that it is not
accompanied
by an amount as
to interest
representing
scheduled
interest due on any date or dates in any
month or months
subsequent to the month of
prepayment,
including
Insurance
Proceeds and Repurchase
Proceeds,
but excluding the principal portion of Net
Liquidation
Proceeds
received
at
the
time
a
Mortgage
Loan
becomes
a
Liquidated Mortgage Loan.
Private
Certificates:
The
Class
I-B-3,
Class
B-IO,
Class
XP,
Class II-B-4, Class II-B-5 and Class II-B-6 Certificates.
Prospectus:
The
prospectus,
dated December 20, 2004, as
supplemented
by the
prospectus
supplement
dated
September
28,
2005,
relating
to the
offering of the Offered Certificates.
Protected
Account:
An
account
established
and
maintained
for
the
benefit of
Certificateholders
by each
Servicer
with respect to the related
Mortgage
Loans and with
respect
to REO
Property
pursuant
to the
related
Servicing Agreement.
QIB:
A
Qualified
Institutional
Buyer
as
defined
in
Rule
144A
promulgated under the Securities Act.
Qualified
Insurer:
Any insurance
company duly qualified as such under
the laws of the state or states in which the
related
Mortgaged
Property
or
Mortgaged
Properties is or are located,
duly authorized and licensed in such
state or states to
transact
the type of
insurance
business
in which it is
engaged
and
approved
as an insurer by the Master
Servicer,
so long as the
claims
paying
ability
of which is
acceptable
to the Rating
Agencies
for
pass-through
certificates having the same rating as the Certificates rated by
the Rating Agencies as of the Closing Date.
Rating Agencies:
Moody's and S&P.
Realized
Loss:
Any
(i) Bankruptcy
Loss or (ii) as to any
Liquidated
Mortgage
Loan,
(x) the
Outstanding
Principal
Balance
of such
Liquidated
Mortgage
Loan plus
accrued
and
unpaid
interest
thereon
at the
Mortgage
Interest Rate through the last day of the month of such
liquidation,
less (y)
the related Net
Liquidation
Proceeds
with respect to such Mortgage Loan and
the related Mortgaged
Property that are allocated to principal.
In addition,
to the extent the Master Servicer receives Subsequent
Recoveries with respect
to any Mortgage
Loan,
the amount of the
Realized
Loss with respect to that
Mortgage
Loan will be reduced to the extent
such
recoveries
are applied to
reduce the Certificate
Principal
Balance of any Class of Certificates on any
Distribution Date.
Realized
Losses on the Mortgage Loans shall be allocated to the REMIC I
Regular Interests as follows:
(1) The interest portion of Realized Losses and
Net Interest
Shortfalls on the Group II-1 Loans,
if any,
shall be allocated
between the Class Y-1 and Class Z-1 Regular
Interests
pro rata
according to
the amount of interest accrued but unpaid thereon,
in reduction thereof;
(2)
the interest
portion of Realized
Losses and Net Interest
Shortfalls
on the
Group II-2 Loans,
if any, shall be allocated
between the Class Y-2 and Class
Z-2 Regular
Interests
pro rata
according to the amount of interest
accrued
but
unpaid
thereon,
in
reduction
thereof;
(3) the
interest
portion
of
Realized
Losses and Net Interest
Shortfalls on the Group II-3 Loans, if any,
shall be allocated
between the Class Y-3 and Class Z-3 Regular
Interests pro
rata
according
to the amount of
interest
accrued
but unpaid
thereon,
in
reduction
thereof;
(4) the
interest
portion
of
Realized
Losses
and Net
Interest
Shortfalls
on the Group
II-4
Loans,
if any,
shall be
allocated
between the Class Y-4 and Class Z-4 Regular
Interests
pro rata
according to
the amount of interest accrued but unpaid thereon,
in reduction thereof;
(5)
the interest
portion of Realized
Losses and Net Interest
Shortfalls
on the
Group II-5 Loans,
if any, shall be allocated
between the Class Y-5 and Class
Z-5 Regular
Interests
pro rata
according to the amount of interest
accrued
but unpaid
thereon,
in reduction
thereof;
and (6) the interest
portion of
Realized
Losses and Net Interest
Shortfalls on the Group II-6 Loans, if any,
shall be allocated
between the Class Y-6 and Class Z-6 Regular
Interests pro
rata
according
to the amount of
interest
accrued
but unpaid
thereon,
in
reduction
thereof.
Any interest portion of such Realized Losses in excess of
the amount allocated
pursuant to the preceding sentence shall be treated as a
principal
portion
of
Realized
Losses
not
attributable
to
any
specific
Mortgage
Loan
in
such
Group
and
allocated
pursuant
to
the
succeeding
sentences.
The
principal
portion of
Realized
Losses
with
respect to the
Mortgage
Loans
shall
be
allocated
to the
REMIC I
Regular
Interests
as
follows:
(1) the principal portion of Realized Losses on the Group II-1
Loans
shall be allocated,
first, to the Class Y-1 Regular Interest to the extent of
the Class Y-1 Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if
any, of such principal
portion of such Realized
Losses shall be allocated to
the Class Z-1 Regular
Interest in reduction of the
Uncertificated
Principal
Balance
thereof;
(2) the principal
portion of Realized
Losses on the Group
II-2 Loans shall be
allocated,
first,
to the Class Y-2 Regular
Interest to
the extent of the Class Y-2
Principal
Reduction
Amount in
reduction of the
Uncertificated
Principal
Balance of such Regular Interest and,
second,
the
remainder,
if any, of such principal portion of such Realized Losses shall be
allocated
to
the
Class
Z-2
Regular
Interest
in
reduction
of
the
Uncertificated
Principal
Balance
thereof;
(3)
the
principal
portion
of
Realized
Losses on the Group II-3 Loans
shall be
allocated,
first,
to the
Class Y-3 Regular Interest to the extent of the Class Y-3 Principal
Reduction
Amount in reduction of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if any, of such
principal
portion of
such Realized
Losses shall be allocated to the Class Z-3 Regular
Interest in
reduction of the Uncertificated
Principal Balance thereof;
(4) the principal
portion of Realized Losses on the Group II-4 Loans shall be
allocated,
first,
to the Class Y-4
Regular
Interest
to the extent of the Class Y-4
Principal
Reduction Amount in reduction of the Uncertificated
Principal Balance of such
Regular
Interest
and,
second,
the
remainder,
if any,
of such
principal
portion of such
Realized
Losses
shall be allocated to the Class Z-4 Regular
Interest in reduction of the
Uncertificated
Principal
Balance thereof;
(5)
the
principal
portion of
Realized
Losses on the Group II-5 Loans
shall be
allocated,
first,
to the Class Y-5
Regular
Interest
to the
extent of the
Class Y-5
Principal
Reduction
Amount
in
reduction
of the
Uncertificated
Principal
Balance of such Regular
Interest and,
second,
the remainder,
if
any, of such principal
portion of such Realized
Losses shall be allocated to
the Class Z-5 Regular
Interest in reduction of the
Uncertificated
Principal
Balance
thereof;
and (6) the
principal
portion of
Realized
Losses on the
Group II-6 Loans shall be allocated,
first, to the Class Y-6 Regular Interest
to the extent of the Class Y-6 Principal
Reduction Amount in reduction of the
Uncertificated
Principal
Balance of such Regular Interest and,
second,
the
remainder,
if any, of such principal portion of such Realized Losses shall be
allocated
to
the
Class
Z-6
Regular
Interest
in
reduction
of
the
Uncertificated
Principal
Balance
thereof.
For
any
Distribution
Date,
reductions in the
Uncertificated
Principal Balances of the Class Y and Class
Z Regular
Interest
pursuant to this
definition
of
Realized
Loss shall be
determined,
and shall be deemed to
occur,
prior to any
reductions
of such
Uncertificated Principal Balances by distributions on such
Distribution Date.
Record Date:
For each Class of Group I
Certificates,
the Business Day
preceding
the
applicable
Distribution
Date
so
long
as
such
Class
of
Certificates remains in book-entry form; and otherwise,
the close of business
on the last Business Day of the month immediately
preceding the month of such
Distribution
Date.
For each
Class of Group II
Certificates,
the
close of
business
on the last
Business
Day of the month
immediately
preceding
the
month of such Distribution Date.
Reference Bank: A leading bank selected by the Securities
Administrator
that is engaged in transactions in Eurodollar deposits in the
international
Eurocurrency market.
Reference Bank Rate: With respect to any Interest
Accrual
Period,
the
arithmetic mean, rounded upwards, if necessary,
to the nearest whole multiple
of 0.03125%,
of the offered rates for United
States dollar
deposits for one
month that are quoted by the Reference
Banks as of 11:00 a.m.,
New York City
time, on the related interest
determination date to prime banks in the London
interbank market for a period of one month in amounts
approximately
equal to
the aggregate
Certificate Principal Balance of all Classes of Group I Offered
Certificates
for such
Interest
Accrual
Period,
provided that at least two
such
Reference
Banks
provide
such rate.
If fewer than two
offered
rates
appear,
the Reference Bank Rate will be the arithmetic mean, rounded
upwards,
if necessary,
to the nearest whole multiple of 0.03125%,
of the rates quoted
by one or more
major
banks
in New York
City,
selected
by the
securities
administrator,
as of 11:00 a.m.,
New York City time,
on such date for loans
in U.S.
dollars
to
leading
European
banks
for a period
of one
month in
amounts
approximately equal to the aggregate Certificate Principal Balance
of
all Classes of Group I Offered Certificates.
Reinvestment
Agreements:
One
or
more
reinvestment
agreements,
acceptable to the Rating
Agencies,
from a bank,
insurance
company or other
corporation or entity (including the Trustee).
Related
Certificates
(A)
For
each
class
of
REMIC
III
Regular
Interests,
the Class or Classes of
Certificates
show
opposite
the name of
such REMIC III Regular Interest in the following table:
---------------------------------------------------------------------------------
REMIC III Regular Interest
Classes of Certificates
---------------------------------------------------------------------------------
II-1A-1
II-1A-1
---------------------------------------------------------------------------------
II-1A-2
II-1A-2
---------------------------------------------------------------------------------
II-2A-1
II-2A-1
---------------------------------------------------------------------------------
II-3A-1
II-3A-1
---------------------------------------------------------------------------------
II-3A-2
II-3A-2
---------------------------------------------------------------------------------
II-4A-1
II-4A-1
---------------------------------------------------------------------------------
II-5A-1
II-5A-1
---------------------------------------------------------------------------------
II-5A-2
II-5A-2
---------------------------------------------------------------------------------
II-6A-1
II-6A-1
---------------------------------------------------------------------------------
II-6A-2
II-6A-2
---------------------------------------------------------------------------------
II-M-1
II-M-1
---------------------------------------------------------------------------------
II-M-2
II-M-2
---------------------------------------------------------------------------------
II-M-3
II-M-3
---------------------------------------------------------------------------------
II-M-4
II-M-4
---------------------------------------------------------------------------------
II-M-5
II-M-5
---------------------------------------------------------------------------------
II-B-1
II-B-1
---------------------------------------------------------------------------------
II-B-2
II-B-2
---------------------------------------------------------------------------------
II-B-3
II-B-3
---------------------------------------------------------------------------------
II-B-4
II-B-4
---------------------------------------------------------------------------------
II-B-5
II-B-5
---------------------------------------------------------------------------------
II-B-6
II-B-6
---------------------------------------------------------------------------------
(B) For each
class of REMIC IV
Regular
Interest,
the Class or
Classes
of
Certificates
show opposite the name of such REMIC III Regular Interest in the
following table:
---------------------------------------------------------------------------------
REMIC IV Regular Interest
Classes of Certificates
---------------------------------------------------------------------------------
I-1A-1
I-1A-1
---------------------------------------------------------------------------------
I-1A-2
I-1A-2
---------------------------------------------------------------------------------
I-M-1
I-M-1
---------------------------------------------------------------------------------
I-M-2
I-M-2
---------------------------------------------------------------------------------
I-B-1
I-B-1
---------------------------------------------------------------------------------
I-B-2
I-B-2
---------------------------------------------------------------------------------
I-B-3
I-B-3
---------------------------------------------------------------------------------
X-P
X-P
---------------------------------------------------------------------------------
B-IO-I and B-IO-P
B-IO
---------------------------------------------------------------------------------
II-1A-1
II-1A-1
---------------------------------------------------------------------------------
II-1A-2
II-1A-2
---------------------------------------------------------------------------------
II-2A-1
II-2A-1
---------------------------------------------------------------------------------
II-3A-1
II-3A-1
---------------------------------------------------------------------------------
II-4A-1
II-4A-1
---------------------------------------------------------------------------------
II-5A-1
II-5A-1
---------------------------------------------------------------------------------
II-5A-2
II-5A-2
---------------------------------------------------------------------------------
II-6A-1
II-6A-1
---------------------------------------------------------------------------------
II-6A-2
II-6A-2
---------------------------------------------------------------------------------
II-M-1
II-M-1
---------------------------------------------------------------------------------
II-M-2
II-M-2
---------------------------------------------------------------------------------
II-M-3
II-M-3
---------------------------------------------------------------------------------
II-M-4
II-M-4
---------------------------------------------------------------------------------
II-M-5
II-M-5
---------------------------------------------------------------------------------
II-B-1
II-B-1
---------------------------------------------------------------------------------
II-B-2
II-B-2
---------------------------------------------------------------------------------
II-B-3
II-B-3
---------------------------------------------------------------------------------
II-B-4
II-B-4
---------------------------------------------------------------------------------
II-B-5
II-B-5
---------------------------------------------------------------------------------
II-B-6
II-B-6
---------------------------------------------------------------------------------
(C)
For the REMIC V Regular Interest, the Class B-IO Certificates.
Relief
Act:
The
Servicemembers
Civil
Relief
Act,
as
amended,
or
similar state law.
Relief Act Mortgage
Loan:
Any Mortgage
Loan as to which the Scheduled
Payment thereof has been reduced due to the application of the
Relief Act.
Remaining
Excess
Spread:
With respect to any
Distribution
Date, the
Excess
Spread
remaining
after
the
distribution
of
the
Extra
Principal
Distribution Amount for such Distribution Date.
Remaining
Pre-Funded
Amount:
With
respect
to
any
Loan
Group
or
Sub-Loan Group,
an amount equal to the Pre-Funded
Amount for such Loan Group
or
Sub-Loan
Group
minus the amount
equal to 100% of the
aggregate
Stated
Principal
Balance of the Subsequent
Mortgage Loans
transferred to such Loan
Group or Sub-Loan Group during the Pre-Funding Period.
REMIC: A "real estate
mortgage
investment
conduit" within the meaning
of Section 860D of the Code.
REMIC
Administrator:
The
Trustee;
provided
that
if
the
REMIC
Administrator
is found by a court of competent
jurisdiction
to no longer be
able to fulfill its
obligations as REMIC
Administrator
under this Agreement
the Servicer or Trustee
acting as Servicer
shall
appoint a successor
REMIC
Administrator,
subject to assumption of the REMIC
Administrator
obligations
under this Agreement.
REMIC
Interest:
Any of the REMIC I,
REMIC II, REMIC III, REMIC IV and
REMIC V Interests.
REMIC
Opinion:
An Opinion of Independent
Counsel,
to the effect that
the proposed action described
therein would not, under the REMIC
Provisions,
(i) cause
any 2005-9
REMIC to fail to qualify as a REMIC
while any
regular
interest
in
such
2005-9
REMIC
is
outstanding,
(ii) result
in a tax
on
prohibited
transactions with respect to any 2005-9 REMIC or
(iii) constitute
a taxable contribution to any 2005-9 REMIC after the Startup Day.
REMIC
Provisions:
The
provisions
of
the
federal
income
tax
law
relating to REMICs,
which
appear at Sections
860A through 860G of the Code,
and
related
provisions
and
regulations
promulgated
thereunder,
as
the
foregoing may be in effect from time to time.
REMIC Regular Interest:
Any of the REMIC I,
REMIC II, REMIC III, REMIC
IV and REMIC V Regular Interests.
REMIC I:
The segregated
pool of assets,
with respect to which a REMIC
election is made pursuant to this Agreement, consisting of:
(a)
the Group II
Mortgage
Loans and the related
Mortgage
Files and
collateral securing such Group II Mortgage Loans,
(b)
all
payments
on and
collections
in
respect
of the
Group
II
Mortgage
Loans due
after
the
Cut-off
Date as shall be on
deposit
in the
Master
Servicer
Collection
Account
or
in
the
Distribution
Account
and
identified as belonging to the Trust Fund,
(c)
property
that secured a Group II Mortgage
Loan and that has been
acquired for the benefit of the
Certificateholders
by foreclosure or deed in
lieu of foreclosure,
(d)
the hazard
insurance
policies
and
Primary
Mortgage
Insurance
Policies, if any, relating to the Group II Mortgage Loans, and
(e)
all proceeds of clauses (a) through (d) above.
REMIC I Available
Distribution
Amount: For each of the Sub-Loan Groups
in Loan
Group II for any
Distribution
Date,
the
Available
Funds for such
Sub-Loan Group,
or, if the context so requires the aggregate of the Available
Funds for all Sub-Loan Groups in Loan Group II.
REMIC I
Distribution
Amount:
For any
Distribution
Date, the REMIC I
Available
Distribution
Amount shall be
distributed
to the REMIC I
Regular
Interests
and the Class R
Certificates
in respect of Component I thereof in
the following amounts and priority:
(a)
To the extent of the REMIC I Available
Distribution
Amount
for Sub-Loan Group II-1:
(i)
first,
to Class
Y-1 and Class Z-1
Regular
Interests
and
Component I
of
the
Class R
Certificates,
concurrently,
the
Uncertificated
Interest for such Classes remaining unpaid from previous
Distribution
Dates,
pro rata according to their
respective
shares of
such unpaid amounts;
(ii)
second,
to the Class Y-1 and
Class Z-1
Regular
Interests
and
Component I
of
the
Class
R
Certificates,
concurrently,
the
Uncertificated
Interest for such
Classes for the current
Distribution
Date, pro rata according to their respective Uncertificated
Interest;
(iii) third,
to
Component I of the Class R
Certificates,
until
the
Uncertificated
Principal Balance thereof has been reduced to zero;
and
(iv)
fourth,
to the Class Y-1 and Class Z-1
Regular
Interests,
the Class Y-1 Principal
Distribution Amount and the Class Z-1 Principal
Distribution Amount, respectively.
(b)
To the extent of the
REMIC I
Available
Distribution
Amount for
Sub-Loan Group II-2:
(i)
first,
to the Class Y-2 and
Class Z-2
Regular
Interests,
concurrently,
the
Uncertificated
Interest for such Classes
remaining
unpaid from previous
Distribution
Dates,
pro rata
according to their
respective shares of such unpaid amounts;
(ii)
second,
to the Class Y-2 and Class Z-2
Regular
Interests,
concurrently,
the
Uncertificated
Interest
for such
Classes
for the
current
Distribution
Date,
pro rata
according
to
their
respective
Uncertificated Interest; and
(iii) third,
to the Class Y-2 and
Class Z-2
Regular
Interests,
the Class Y-2 Principal
Distribution Amount and the Class Z-2 Principal
Distribution Amount, respectively.
(c)
To the extent of the
REMIC I
Available
Distribution
Amount for
Sub-Loan Group II-3:
(i)
first,
to the Class Y-3 and
Class Z-3
Regular
Interests,
concurrently,
the
Uncertificated
Interest for such Classes
remaining
unpaid from previous
Distribution
Dates,
pro rata
according to their
respective shares of such unpaid amounts;
(ii)
second,
to the Class Y-3 and Class Z-3
Regular
Interests,
concurrently,
the
Uncertificated
Interest
for such
Classes
for the
current
Distribution
Date,
pro rata
according
to
their
respective
Uncertificated Interest; and
(iii) third,
to the Class Y-3 and
Class Z-3
Regular
Interests,
the Class Y-3 Principal
Distribution Amount and the Class Z-3 Principal
Distribution Amount, respectively.
(d)
To the extent of the
REMIC I
Available
Distribution
Amount for
Sub-Loan Group II-4:
(i)
first,
to the Class Y-4 and
Class Z-4
Regular
Interests,
concurrently,
the
Uncertificated
Interest for such Classes
remaining
unpaid from previous
Distribution
Dates,
pro rata
according to their
respective shares of such unpaid amounts;
(ii)
second,
to the Class Y-4 and Class Z-4
Regular
Interests,
concurrently,
the
Uncertificated
Interest
for such
Classes
for the
current
Distribution
Date,
pro rata
according
to
their
respective
Uncertificated Interest; and
(iii) third,
to the Class Y-4 and
Class Z-4
Regular
Interests,
the Class Y-4 Principal
Distribution Amount and the Class Z-4 Principal
Distribution Amount, respectively.
(e)
To the extent of the
REMIC I
Available
Distribution
Amount for
Sub-Loan Group II-5:
(i)
first,
to the Class Y-5 and
Class Z-5
Regular
Interests,
concurrently,
the
Uncertificated
Interest for such Classes
remaining
unpaid from previous
Distribution
Dates,
pro rata
according to their
respective shares of such unpaid amounts;
(ii)
second,
to the Class Y-5 and Class Z-5
Regular
Interests,
concurrently,
the
Uncertificated
Interest
for such
Classes
for the
current
Distribution
Date,
pro rata
according
to
their
respective
Uncertificated Interest; and
(iii) third,
to the Class Y-5 and
Class Z-5
Regular
Interests,
the Class
Y-5
Principal
Distribution
Amount
and the
Class Z-5
Principal
Distribution Amount, respectively.
(f)
To the extent of the
REMIC I
Available
Distribution
Amount for
Sub-Loan Group II-6:
(i)
first,
to the Class Y-6 and
Class Z-6
Regular
Interests,
concurrently,
the
Uncertificated
Interest for such Classes
remaining
unpaid from previous
Distribution
Dates,
pro rata
according to their
respective shares of such unpaid amounts;
(ii)
second,
to the Class Y-6 and Class Z-6
Regular
Interests,
concurrently,
the
Uncertificated
Interest
for such
Classes
for the
current
Distribution
Date,
pro rata
according
to
their
respective
Uncertificated Interest; and
(iii) third,
to the Class Y-6 and
Class Z-6
Regular
Interests,
the Class
Y-6
Principal
Distribution
Amount
and the
Class Z-6
Principal
Distribution Amount, respectively.
(g)
To the extent of the REMIC I
Available
Distribution
Amounts for
Sub-Loan Group II-1,
Sub-Loan Group II-2, Sub-Loan Group II-3, Sub-Loan Group
II-4,
Sub-Loan Group II-5 or Sub-Loan Group II-6 for such
Distribution
Date
remaining
after payment of the amounts
pursuant to paragraphs (a), (b), (c),
(d), (e) and (f) of this definition of "REMIC I Distribution
Amount":
(i)
first,
to
each
Class
of
Class
Y and
Class
Z
Regular
Interests,
pro rata
according to the amount of
unreimbursed
Realized
Losses allocable to principal
previously
allocated to each such Class;
provided,
however,
that
any
amounts
distributed
pursuant
to
this
paragraph
(g)(i) of this
definition of "REMIC I
Distribution
Amount"
shall not cause a reduction in the Uncertificated
Principal Balances of
any of the Class Y and Class Z Regular Interests; and
(ii)
second, to the Component I of the Class R Certificates,
the
Residual
Distribution
Amount
for
Component I
of
the
Class
R
Certificates for such Distribution Date.
REMIC I
Interests:
The REMIC I
Regular
Interests and
Component I of
the Class R Certificates.
REMIC I
Regular
Interest:
Any
of
the
separate
non-certificated
beneficial ownership interests in REMIC I set forth in Section
5.01(c)(i)
and
issued
hereunder
and
designated
as a "regular
interest" in REMIC I.
Each
REMIC I
Regular
Interest
shall
accrue
interest
at
the
Uncertificated
Pass-Through
Rate specified for such REMIC I Interest in
Section 5.01(c)(i),
and shall be entitled to distributions of principal,
subject to the terms and
conditions hereof, in an aggregate amount equal to its initial
Uncertificated
Principal
Balance as set forth in
Section 5.01(c)(i).
The
designations for
the respective REMIC I Regular Interests are set forth in Section
5.01(c)(i).
REMIC II: The segregated
pool of assets,
with respect to which a REMIC
election is made pursuant to this
Agreement,
consisting
of: (a)the Group I
Mortgage Loans and the related
Mortgage
Files and collateral
securing such
Group I Mortgage
Loans,
(b) all payments on and
collections
in respect of
the Group I Mortgage
Loans due after the Cut off Date as shall be on deposit
in the Master Servicer Collection Account or in the Distribution
Account and
identified as belonging to the Trust Fund,
(c) property that secured a Group
I
Mortgage
Loan
and
that
has
been
acquired
for
the
benefit
of
the
Certificateholders
by
foreclosure or deed in lieu of
foreclosure,
(d) the
hazard insurance
policies and Primary Mortgage Insurance
Policies,
if any,
related to the Group I Mortgage
Loans and (e) all
proceeds
of clauses
(a)
through (d) above.
REMIC II Available
Distribution
Amount: For any Distribution Date, the
Available Funds for Loan Group II.
REMIC II Distribution
Amount:
For any Distribution
Date, the REMIC II
Available
Distribution Amount shall be distributed by REMIC II to REMIC IV on
account of the REMIC II
Regular
Interests and to the Class R Certificates in
respect of Component II thereof, in the following order of
priority:
1.
to REMIC IV as the holder of REMIC II Regular
Interest LT1, REMIC
II Regular
Interest LT2,
REMIC II Regular
Interest LT3 and REMIC II Regular
Interest
LT4,
pro
rata,
in an
amount
equal to (A)
their
Uncertificated
Accrued Interest for such
Distribution
Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
2.
on each
Distribution
Date,
to
REMIC
IV as the
holder
of the
REMIC II Regular
Interests,
in an amount equal to the remainder of the REMIC
II Available
Distribution
Amount after the
distributions
made
pursuant to
clause (i) above, allocated as follows:
(A)
in respect of the REMIC II Regular
Interest
LT2,
REMIC II
Regular
Interest
LT3
and
REMIC
II
Regular
Interest
LT4,
their
respective Principal Distribution Amounts;
(B)
in
respect
of
the
REMIC
II
Regular
Interest
LT1
any
remainder until the Uncertificated
Principal Balance thereof is reduced
to zero;
(C)
any
remainder
in respect of the REMIC II Regular
Interest
LT2,
REMIC II Regular
Interest LT3 and REMIC II Regular
Interest LT4,
pro
rata
according
to
their
respective
Uncertificated
Principal
Balances as reduced by the
distributions
deemed
made
pursuant to (i)
above,
until their
respective
Uncertificated
Principal
Balances are
reduced to zero; and
(D)
any
remaining
amounts
to
the
Holders
of
the
Class R
Certificates in respect of Component II thereof.
REMIC II Interests:
The REMIC II Regular
Interests and Component II of
the Class R Certificates.
REMIC II
Principal
Reduction
Amounts:
For any Distribution Date, the
amounts by which the
principal
balances of the
REMIC II
Regular
Interests
LT1,
LT2,
LT3 and LT4,
respectively,
will be reduced on such
Distribution
Date by the allocation of Realized
Losses and the
distribution of principal,
determined as follows:
For purposes of the
succeeding
formulas the
following
symbols
shall
have the meanings set forth below:
Y1 = the principal
balance of the REMIC II
Regular
Interest LT1 after
distributions on the prior Distribution Date.
Y2 = the principal
balance of the REMIC II
Regular
Interest LT2 after
distributions on the prior Distribution Date.
Y3 = the principal
balance of the REMIC II
Regular
Interest LT3 after
distributions on the prior Distribution Date.
Y4 = the principal
balance of the REMIC II
Regular
Interest LT4 after
distributions on the prior Distribution Date (note:
Y3 = Y4).
ΔY1 = the REMIC II Regular Interest LT1 Principal Reduction
Amount.
ΔY2 = the REMIC II Regular Interest LT2 Principal Reduction
Amount.
ΔY3 = the REMIC II Regular Interest LT3 Principal Reduction
Amount.
ΔY4 = the REMIC II Regular Interest LT4 Principal Reduction
Amount.
P0 = the aggregate
principal
balance of the REMIC II Regular Interests
LT1,
LT2,
LT3 and LT4 after
distributions
and the
allocation
of Realized
Losses on the prior Distribution Date.
P1 = the aggregate
principal
balance of the REMIC II Regular Interests
LT1,
LT2,
LT3 and LT4 after
distributions
and the
allocation
of Realized
Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the
aggregate of the
REMIC II
Regular
Interests
LT1,
LT2, LT3 and LT4 Principal Reduction Amounts.
= the
aggregate of the principal
portions of Realized
Losses to
be allocated
to, and the principal
distributions
to be made on, the Group I
Certificates on such
Distribution
Date (including
distributions
of accrued
and unpaid
interest
on the Class SB-I
Certificates
for prior
Distribution
Dates).
R0 = the
Group I Net WAC Cap Rate
(stated
as a
monthly
rate)
after
giving
effect to amounts
distributed
and Realized
Losses
allocated on the
prior Distribution Date.
R1 = the
Group I Net WAC Cap Rate
(stated
as a
monthly
rate)
after
giving
effect
to
amounts
to
be
distributed
and
Realized
Losses
to be
allocated on such Distribution Date.
α = (Y2 + Y3)/P0.
The initial
value of α on the
Closing
Date for use
on the first Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum for all Classes of Group I
Certificates,
other than the Class B-IO
Certificates,
of the product for each Class of (i)
the
monthly
interest
rate (as
limited by the Group I Net WAC Cap Rate,
if
applicable) for such
Class applicable
for
distributions
to be made on such
Distribution
Date and (ii) the aggregate
Certificate
Principal
Balance for
such
Class after
distributions
and the allocation of Realized Losses on the
prior Distribution Date and (B) R0*P0.
γ1
= the
lesser
of
(A)
the
sum
for
all
Classes
of
Group
I
Certificates,
other than the Class B-IO Certificates, of the product for each
Class of (i) the
monthly
interest
rate (as limited by the Net WAC Cap Rate,
if applicable) for such
Class applicable
for distributions to be made on the
next
succeeding
Distribution
Date
and
(ii)
the
aggregate
Certificate
Principal
Balance for such
Class after
distributions
and the allocation of
Realized Losses to be made on such Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4;
