INDYMAC ABS, INC.
Depositor
INDYMAC BANK, F.S.B.
Seller and Master Servicer
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee
------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
-------------------------------------
HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST
Series INABS 2005-B
HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES
Series INABS 2005-B
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS
I-1
Section 1.01
Definitions.........................................................................I-1
Section 1.02 Rules of
Construction..............................................................I-54
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
II-1
Section 2.01 Conveyance of
Mortgage
Loans.......................................................II-1
Section 2.02 Acceptance by
the Trustee of the Mortgage
Loans....................................II-4
Section 2.03 Representations,
Warranties, and Covenants of the Seller and the Master
Servicer..II-6
Section 2.04 Representations
and Warranties of the Depositor as to the Mortgage
Loans...........II-8
Section 2.05 Delivery of
Opinion of Counsel in Connection with Substitutions and
Repurchases....II-8
Section 2.06 Execution and
Delivery of
Certificates.............................................II-9
Section 2.07 Conveyance of
Subsequent Mortgage
Loans............................................II-9
Section 2.08 REMIC
Matters.....................................................................II-12
(A) Issuance of the REMIC I Regular
Interests and the Class R-I
Interest...........................II-12
(B) Conveyance of the REMIC I Regular
Interests; REMIC I, REMIC II and REMIC III by the
Trustee....II-12
(C) Issuance of Class R
Certificates...............................................................II-13
Section 2.09 Covenants of the
Master
Servicer..................................................II-13
ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
III-1
Section 3.01 Master Servicer
to Service Mortgage
Loans.........................................III-1
Section 3.02 Subservicing;
Enforcement of the Obligations of
Subservicers......................III-1
Section 3.03
[Reserved]........................................................................III-2
Section 3.04 No Contractual
Relationship Between Subservicers and the
Trustee..................III-2
Section 3.05 Trustee to Act
as Master
Servicer.................................................III-2
Section 3.06 Collection of
Mortgage Loan Payments; Servicing Accounts; Collection Account;
Certificate Account; Distribution Account; Excess Reserve Fund
Account............III-3
Section 3.07 Collection of
Taxes, Assessments, and Similar Items Escrow
Accounts...............III-7
Section 3.08 Access to
Certain Documentation and Information Regarding the Mortgage
Loans......III-8
Section 3.09 Permitted
Withdrawals from the Certificate Account, the Distribution
Account,
the Interest CoverageAccount and the Excess Reserve Fund
Account..................III-8
Section 3.10 Maintenance of
Hazard Insurance; Maintenance of Primary Insurance
Policies.......III-10
Section 3.11 Enforcement of
Due-On-Sale Clauses; Assumption
Agreements........................III-12
Section 3.12 Realization Upon
Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans..III-13
Section 3.13 Trustee to
Cooperate; Release of Mortgage
Files..................................III-15
Section 3.14 Documents,
Records, and Funds in Possession of the Master Servicer to be
Held
for the
Trustee..................................................................III-16
Section 3.15 Servicing
Compensation...........................................................III-16
Section 3.16 Access to
Certain
Documentation..................................................III-17
Section 3.17 Annual Statement
as to
Compliance................................................III-17
Section 3.18 Annual
Independent Public Accountants' Servicing Statement; Financial
Statements.III-17
Section 3.19 Errors and
Omissions Insurance; Fidelity
Bonds...................................III-18
Section 3.20 Notification of
Adjustments......................................................III-18
Section 3.21 Prepayment
Charges...............................................................III-18
Section 3.22 Pre-Funding
Accounts.............................................................III-19
Section 3.23 Interest
Coverage
Accounts.......................................................III-20
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY
THE MASTER SERVICER
IV-1
Section 4.01
Advances...........................................................................IV-1
Section 4.02 Priorities of
Distribution.........................................................IV-2
Section 4.03 Monthly
Statements to
Certificateholders...........................................IV-9
Section 4.04 Cap
Contracts.....................................................................IV-12
Section 4.05
[Reserved]........................................................................IV-13
Section 4.06
[Reserved]........................................................................IV-13
Section 4.07 Certain Matters
Relating to the Determination of
LIBOR............................IV-13
ARTICLE V THE CERTIFICATES
V-1
Section 5.01 The
Certificates....................................................................V-1
Section 5.02 Certificate
Register; Registration of Transfer and Exchange of
Certificates.........V-1
Section 5.03 Mutilated,
Destroyed, Lost or Stolen
Certificates...................................V-7
Section 5.04 Persons Deemed
Owners...............................................................V-7
Section 5.05 Access to List
of Certificateholders' Names and
Addresses...........................V-7
Section 5.06 Maintenance of
Office or
Agency.....................................................V-8
ARTICLE VI THE DEPOSITOR AND THE MASTER
SERVICER
VI-1
Section 6.01 Respective
Liabilities of the Depositor and the Master
Servicer....................VI-1
Section 6.02 Merger or
Consolidation of the Depositor or the Master
Servicer....................VI-1
Section 6.03 Limitation on
Liability of the Depositor, the Seller, the Master Servicer,
and
Others.............................................................................VI-1
Section 6.04 Limitation on
Resignation of the Master
Servicer...................................VI-2
Section 6.05
Inspection.........................................................................VI-2
ARTICLE VII DEFAULT
VII-1
Section 7.01 Events of
Default.................................................................VII-1
Section 7.02 Trustee to Act;
Appointment of
Successor..........................................VII-2
Section 7.03 Notification to
Certificateholders................................................VII-4
ARTICLE VIII CONCERNING THE TRUSTEE
VIII-1
Section 8.01 Duties of the
Trustee............................................................VIII-1
Section 8.02 Certain Matters
Affecting the
Trustee............................................VIII-2
Section 8.03 Trustee Not
Liable for Certificates or Mortgage
Loans............................VIII-3
Section 8.04 Trustee May Own
Certificates.....................................................VIII-3
Section 8.05 Trustee's Fees
and
Expenses......................................................VIII-3
Section 8.06 Eligibility
Requirements for the
Trustee.........................................VIII-4
Section 8.07 Resignation and
Removal of the
Trustee...........................................VIII-5
Section 8.08 Successor
Trustee................................................................VIII-5
Section 8.09 Merger or
Consolidation of the
Trustee...........................................VIII-6
Section 8.10 Appointment of
Co-Trustee or Separate
Trustee....................................VIII-6
Section 8.11 Tax
Matters......................................................................VIII-7
Section 8.12 Periodic
Filings................................................................VIII-10
Section 8.13
[Reserved]......................................................................VIII-11
Section 8.14
[Reserved]......................................................................VIII-11
Section 8.15 Access to
Records of
Trustee....................................................VIII-11
Section 8.16 Suits for
Enforcement...........................................................VIII-11
ARTICLE IX TERMINATION
IX-1
Section 9.01 Termination upon
Liquidation or Purchase of the Mortgage
Loans.....................IX-1
Section 9.02 Final
Distribution on the
Certificates.............................................IX-1
Section 9.03 Additional
Termination
Requirements................................................IX-3
ARTICLE X MISCELLANEOUS PROVISIONS
X-1
Section 10.01
Amendment...........................................................................X-1
Section 10.02 Recordation of
Agreement;
Counterparts..............................................X-3
Section 10.03 Governing
Law.......................................................................X-3
Section 10.04 Intention of
Parties................................................................X-3
Section 10.05
Notices.............................................................................X-4
Section 10.06 Severability of
Provisions..........................................................X-5
Section 10.07
Assignment..........................................................................X-5
Section 10.08 Limitation on Rights
of
Certificateholders..........................................X-5
Section 10.09 Inspection and Audit
Rights.........................................................X-6
Section 10.10 Certificates
Nonassessable and Fully
Paid...........................................X-6
Section 10.11 Official
Record.....................................................................X-6
Section 10.12 Protection of
Assets................................................................X-6
Section 10.13 Qualifying Special
Purpose
Entity...................................................X-7
Section 10.14 Rights of NIM
Insurer...............................................................X-7
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SCHEDULES
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Schedule I
Mortgage Loan
Schedule............................................................S-I-1
Schedule II: Representations
and Warranties of the Seller/Master Servicer as
of the Closing
Date..............................................................S-II-1
Schedule III: Representations and
Warranties as to the Mortgage Loans as of the Closing Date
or Cut-off Date, as
applicable..................................................S-III-1
EXHIBITS
Exhibit A: Form
of Class A and Subordinated
Certificates.......................................A-1
Exhibit B: Form
of Class P
Certificate.........................................................B-1
Exhibit C: Form
of Class R
Certificate.........................................................C-1
Exhibit D: Form
of Class C
Certificate.........................................................D-1
Exhibit E:
[Reserved]..........................................................................E-1
Exhibit F: Form
of Reverse of
Certificates.....................................................F-1
Exhibit G-1: Form of Initial
Certification of
Trustee............................................G-1
Exhibit G-2: Form of Delayed
Delivery Certification
.............................................G-3
Exhibit H: Form
of Final Certification of
Trustee..............................................H-1
Exhibit I: Form
of Transfer
Affidavit..........................................................I-1
Exhibit J: Form
of Transferor
Certificate......................................................J-1
Exhibit K:
[Reserved]..........................................................................K-1
Exhibit L: Form
of Rule 144A
Letter............................................................L-1
Exhibit M: Form
of Request for Release (for
Trustee)...........................................M-1
Exhibit N: Form
of Request for Release (Mortgage Loan Paid in Full, Repurchased,
and Released).N-1
Exhibit O: Form
of Trustee
Certification.......................................................O-1
Exhibit P: Form
of Addition
Notice.............................................................P-1
Exhibit Q: Form
of Subsequent Transfer
Instrument..............................................Q-1
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<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 2005,
among
IndyMac ABS, Inc., a Delaware corporation,
as depositor (the "DEPOSITOR"),
IndyMac Bank, F.S.B. ("INDYMAC"), a federal
savings bank, as seller (in that
capacity, the "SELLER") and as master
servicer (in that capacity, the "MASTER
SERVICER"), and Deutsche Bank National
Trust Company, a national banking
association, as trustee (the
"TRUSTEE"),
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the
parties
agree as follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively,
the "CERTIFICATES"), to be issued hereunder
in multiple classes, which in the
aggregate will evidence the entire
beneficial ownership interest in each REMIC
(as defined herein) created hereunder. The
Trust Fund will consist of a
segregated pool of assets consisting of the
Mortgage Loans and certain other
related assets subject to this
Agreement.
<PAGE>
REMIC I
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the Mortgage Loans
and certain other related assets
(other than the Pre-Funding Accounts, any
Subsequent Mortgage Loan Interest, the
Excess Reserve Fund Account, the Interest
Coverage Account and the Cap
Contracts) subject to this Agreement as a
REMIC for federal income tax purposes,
and such segregated pool of assets will be
designated as REMIC I. The Class R-I
Interest will be the sole class of residual
interests in REMIC I for purposes of
the REMIC Provisions (as defined herein).
The following table irrevocably sets
forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated
Balance and, for purposes of satisfying
Treasury Regulation Section
1.860G-1(a)(4)(iii), the latest possible
maturity date for each of the REMIC I
Regular Interests (as defined herein). None
of the REMIC I Regular Interests
will be certificated.
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Initial Uncertificated
Latest Possible
Class Designation
REMIC I Remittance Rate
Balance
Maturity Date(1)
---------------------
----------------------------- ------------------------------
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Class I-LT1
Variable (2)
$ 350,185,194.37
July 25, 2035
---------------------
----------------------------- ------------------------------
---------------------
Class I-LT1PF
Variable (2)
$ 77,149,410.28
July 25, 2035
---------------------
----------------------------- ------------------------------
---------------------
Class I-LT2
Variable (2)
$ 349,804,316.94
July 25, 2035
---------------------
----------------------------- ------------------------------
---------------------
Class I-LT2PF
Variable (2)
$ 72,861,078.41
July 25, 2035
---------------------
----------------------------- ------------------------------
---------------------
Class I-LTP
Variable (2)
$
100.00
July 25, 2035
=====================
============================= ==============================
=====================
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(1) For purposes of Treasury Regulation Section
1.860G-1(a)(4)(iii),
the Distribution Date immediately following
the maturity date for the Mortgage
Loan with the latest maturity date has been
designated as the latest possible
maturity date for each REMIC I Regular
Interest.
(2) Calculated in accordance with the definition of REMIC I
Remittance
Rate herein.
<PAGE>
REMIC II
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular
Interests as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as
REMIC II. The Class R-II Interest will
evidence the sole class of residual
interests in REMIC II for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation, the
REMIC II Remittance Rate, the
initial Uncertificated Balance and, for
purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the
latest possible maturity date for
each of the REMIC II Regular Interests (as
defined herein). None of the REMIC II
Regular Interests will be certificated.
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REMIC I
Initial
Latest Possible
Designation
Remittance Rate
Uncertificated Balance
Maturity Date(1)
---------------- -------------------
-------------------------
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II-LTAA
Variable(2)
$ 416,500,000.00
July 25, 2035
II-LTAI1
Variable(2)
$
1,724,295.00
July 25, 2035
II-LTAII1
Variable(2)
$ 727,500.00
July 25, 2035
II-LTAII2
Variable(2)
$ 858,550.00
July 25, 2035
II-LTAII3
Variable(2)
$ 119,405.00
July
25, 2035
II-LTM1
Variable(2)
$ 133,875.00
July 25, 2035
II-LTM2
Variable(2)
$ 121,125.00
July 25, 2035
II-LTM3
Variable(2)
$
80,750.00
July 25, 2035
II-LTM4
Variable(2)
$
63,750.00
July 25, 2035
II-LTM5
Variable(2)
$
59,500.00
July 25, 2035
II-LTM6
Variable(2)
$
63,750.00
July 25, 2035
II-LTM7
Variable(2)
$
57,375.00
July 25, 2035
II-LTM8
Variable(2)
$
44,625.00
July 25, 2035
II-LTM9
Variable(2)
$
44,625.00
July 25, 2035
II-LTM10
Variable(2)
$
31,875.00
July 25, 2035
II-LTM11
Variable(2)
$
42,500.00
July 25, 2035
II-LTZZ
Variable(2)
$
4,326,500.00
July 25, 2035
II-LTP
Variable(2)
$
100.00
July 25, 2035
II-LT1SUB
Variable(2)
$
8,247.56
July 25, 2035
II-LT1GRP
Variable(2)
$
42,733.46
July 25, 2035
II-LT2SUB
Variable(2)
$
8,157.44
July 25, 2035
II-LT2GRP
Variable(2)
$
42,266.54
July 25, 2035
II-LTXX
Variable(2)
$ 424,898,595.00
July 25, 2035
</TABLE>
----------------
(1) For purposes of Treasury Regulation Section
1.860G-1(a)(4)(iii),
the Distribution Date immediately following
the maturity date for the Mortgage
Loan with the latest maturity date has been
designated as the latest possible
maturity date for each REMIC II Regular
Interest.
(2) Calculated in accordance with the definition of REMIC II
Remittance
Rate herein.
<PAGE>
REMIC III
As provided herein, the Trustee will elect to treat the segregated
pool
of assets consisting of the REMIC II
Regular Interests as a REMIC for federal
income tax purposes, and such segregated
pool of assets will be designated as
REMIC III. The Class R-III Interest will
evidence the sole class of residual
interests in REMIC III for purposes of the
REMIC Provisions. The following table
irrevocably sets forth the designation, the
Pass-Through Rate, the initial
aggregate Certificate Principal Balance
and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the
latest possible maturity date for
the indicated Classes of Certificates.
Initial Aggregate
Certificate Principal Latest
Possible
Designation
Pass-Through Rate
Balance
Maturity Date(1)
Class A-I-1
Variable(2)
$
344,859,000
July 25, 2035
Class A-II-1
Variable(2)
$
145,500,000
July 25, 2035
Class A-II-2
Variable(2)
$
171,710,000
July 25, 2035
Class A-II-3
Variable(2)
$
23,881,000
July 25, 2035
Class M-1
Variable(2)
$
26,775,000
July 25, 2035
Class M-2
Variable(2)
$
24,225,000
July 25, 2035
Class M-3
Variable(2)
$
16,150,000
July 25, 2035
Class M-4
Variable(2)
$
12,750,000
July 25, 2035
Class M-5
Variable(2)
$
11,900,000
July 25, 2035
Class M-6
Variable(2)
$
12,750,000 July 25, 2035
Class M-7
Variable(2)
$
11,475,000
July 25, 2035
Class M-8
Variable(2)
$ 8,925,000
July 25, 2035
Class M-9
Variable(2)
$ 8,925,000
July 25, 2035
Class M-10
Variable(2)
$ 6,375,000
July 25, 2035
Class M-11
Variable(2)
$ 8,500,000
July 25, 2035
Class C
Variable(2)(3) $
15,300,000
July 25, 2035
Class P
(4)
$
100
July 25, 2035
Class R
N/A
N/A
July 25, 2035
----------------
(1) For purposes of Treasury Regulation Section
1.860G-1(a)(4)(iii),
the Distribution Date immediately following
the maturity date for the Mortgage
Loan with the latest maturity date has been
designated as the latest possible
maturity date for each Class of
Certificates.
(2) Calculated in accordance with the definition of Pass-Through
Rate
herein.
(3) The Class C Certificates will accrue interest at their
variable
Pass-Through Rate on the Notional Amount of
the Class C Certificates outstanding
from time to time, which shall equal the
Uncertificated Balance of the REMIC II
Regular Interests, other than REMIC II
Regular Interest II-LTP. The Class C
Certificates will not accrue interest on
their Uncertificated Balance.
(4) The Class P Certificates will not accrue interest.
<PAGE>
Set forth below are designations of Classes of Certificates to
the
categories used herein:
Book-Entry Certificates................ All
Classes of Certificates other than
the Definitive Certificates.
Group I Certificates ..................
Class A-I-1 Certificates.
Group II Certificates .................
Class A-II-1, Class A-II-2 and
Class A-II-3 Certificates.
Subordinated ..........................
Certificates... Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates.
ERISA-Restricted ......................
Certificates Class R, Class P and Class
C Certificates, until they have been the
subject of an ERISA-Qualifying
Underwriting; and the Certificates of
any Class that cease to satisfy the
rating requirements of the Underwriter's
Exemption.
LIBOR Certificates .................... All
classes of Certificates other than
the Private Certificates.
Offered Certificates .................. All
Classes of Certificates other than
the Private Certificates.
Definitive Certificates ...............
Class R, Class P and Class C
Certificates.
Private Certificates ..................
Class A-II-1, Class M-11, Class R,
Class P
and Class C Certificates.
Rating Agencies .......................
Moody's, S&P and Fitch.
Regular Certificates .................. All
Classes of Certificates other than
the Class R Certificates.
Residual Certificates .................
Class R Certificates.
References to "CLASS A CERTIFICATES" are references to Certificates
of
either or both Certificate Groups of
similar designations, as the context
requires.
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01
DEFINITIONS.
Unless the context requires a different meaning, capitalized terms
are
used in this Agreement as defined
below.
60+ DAY DELINQUENT LOAN: As of any day during any calendar month,
each
Mortgage Loan in foreclosure, all REO
Property, each Mortgage Loan for which the
Mortgagor has filed for bankruptcy, and
each Mortgage Loan with respect to which
any portion of a Scheduled Payment is, as
of the last day of the Remittance
Period before the Remittance Period ending
in such calendar month, two months or
more past due (without giving effect to any
grace period). For instance, in
making a determination on the Distribution
Date in July (July 25) with respect
to a Mortgage Loan whose Scheduled Payment
for May is delinquent (and that has
no previous Scheduled Payment that is
delinquent), that Mortgage Loan would not
be a 60+ Day Delinquent Loan because as of
the last day of the Remittance Period
before the Remittance Period ending in July
(which would be the Remittance
Period ending in June (on June 1)), the
Scheduled Payment for May (due May 1)
would only be one month past due.
ACCRUED CERTIFICATE INTEREST DISTRIBUTION AMOUNT: For any
Distribution
Date for each Class of Certificates (other
than the Class P, Class R and Class C
Certificates), the amount of interest
accrued during the related Interest
Accrual Period at the applicable
Pass-Through Rate on the related Class
Certificate Balance immediately before the
Distribution Date reduced by any Net
Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such
Distribution Date allocated to such Class
(allocated to each Certificate based
on its respective entitlements to interest
irrespective of any Prepayment
Interest Shortfalls or Relief Act Interest
Shortfalls for such Distribution
Date).
ADDITION NOTICE: With respect to the transfer of Subsequent
Mortgage
Loans to the Trust Fund pursuant to Section
2.07, a notice of the Depositor's
designation of the Subsequent Mortgage
Loans to be sold to the Trust Fund and
the aggregate principal balance of such
Subsequent Mortgage Loans as of the
related Subsequent Cut-off Date. The
Addition Notice shall be given no later
than three (3) Business Days prior to the
related Subsequent Transfer Date and
shall be substantially in the form attached
hereto as Exhibit P.
ADJUSTED MORTGAGE RATE: As to each Mortgage Loan and at any time,
the
per annum rate equal to (x) the Mortgage
Rate less (y) the Master Servicing Fee
Rate.
ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan and at any
time,
the per annum rate equal to (x) the
Mortgage Rate less (y) the Expense Fee Rate.
ADJUSTMENT DATE: As to any adjustable-rate Mortgage Loan, the first
Due
Date on which the related Mortgage Rate
adjusts as provided in the related
Mortgage Note and each Due Date thereafter
on which the Mortgage Rate adjusts as
provided in the related Mortgage Note.
ADVANCE: The payment required to be made by the Master Servicer for
any
Distribution Date pursuant to Section 4.01,
the amount of that payment being
equal to the aggregate of payments of
principal and interest (net of the Master
Servicing Fee and any net proceeds in the
case of any REO Properties) on the
Mortgage Loans that were due during the
related Remittance Period and not
received as of the close of business on the
related Determination Date, plus an
amount equivalent to interest on each REO
Property less the aggregate amount of
any delinquent payments that the Master
Servicer has determined would constitute
a Nonrecoverable Advance if advanced.
AFFILIATE: With respect to any Person, any other Person
controlling,
controlled or under common control with
such Person. For purposes of this
definition, "control" means the power to
direct the management and policies of a
Person, directly or indirectly, whether
through ownership of voting securities,
by contract, or otherwise and "controlling"
and "controlled" shall have meanings
correlative to the foregoing. Affiliates
also include any entities consolidated
within the requirements of generally
accepted accounting principles.
AGREEMENT: This Pooling and Servicing Agreement and all amendments
and
supplements.
AMOUNT HELD FOR FUTURE DISTRIBUTION: For any Distribution Date,
the
aggregate amount held in the Certificate
Account at the close of business on the
related Determination Date on account of
(i) Principal Prepayments received
after the end of the related Prepayment
Period and Liquidation Proceeds and
Subsequent Recoveries on the Mortgage
Loans, in each case, allocable to
principal, received after the end of the
preceding calendar month and (ii) all
Scheduled Payments on the Mortgage Loans
due after the end of the related
Remittance Period.
APPLIED REALIZED LOSS AMOUNT: For any Distribution Date and any
Class
of Subordinated Certificates, the excess of
the aggregate Class Certificate
Balance of the Class A and Subordinated
Certificates over the aggregate Stated
Principal Balance of all of the Mortgage
Loans as of the last day of the
preceding Remittance Period.
ASSUMED BALANCE: For a Distribution Date and Loan Group is equal to
the
excess of the aggregate Stated Principal
Balance of the mortgage loans in that
Loan Group of the aggregate Stated
Principal Balance of each Mortgage Loan in
that Loan Group as of the Due Date
occurring in the month prior to the month of
that Distribution Date (after giving effect
to prepayments received in the
Prepayment Period related to such Due Date)
over the aggregate Certificate
Principal Balance of the related senior
certificates immediately prior to that
Distribution Date.
AVAILABLE FUNDS: For any Distribution Date,
are the SUM OF:
(i) all scheduled installments of interest (net of the related
Expense
Fees) and principal due on the Due Date on
the Mortgage Loans in the related
Remittance Period and received by the
related Determination Date, together with
any related Advances;
(ii) all Insurance Proceeds, Liquidation Proceeds and
Subsequent
Recoveries received during the preceding
calendar month (in each case, net of
unreimbursed expenses incurred in
connection with a liquidation or foreclosure);
(iii) all partial or full prepayments on the Mortgage Loans
received
during the related Prepayment Period
together with all Compensating Interest on
those Mortgage Loans and interest paid by
the Mortgagors (other than Prepayment
Interest Excess);
(iv) with respect to the Distribution Date immediately following
the
end of the Funding Period, any amounts
remaining in the Pre-Funding Accounts
after giving effect to any purchase of
Subsequent Mortgage Loans;
(v) with respect to each Distribution Date during the Funding
Period
and on the Distribution Date immediately
following the end of the Funding
Period, any amounts withdrawn by the
Trustee from the Interest Coverage Accounts
for distribution on the Certificates on
such Distribution Date; and
(vi)
amounts received for the Distribution Date as the Substitution
Adjustment Amount or purchase price of a
Deleted Mortgage Loan or a Mortgage
Loan repurchased by the Seller or the
Master Servicer as of the Distribution
Date;
MINUS
amounts in reimbursement for Advances
previously made with respect to the
Mortgage Loans, reimbursable to the Master
Servicer with respect to the Mortgage
Loans pursuant to this Agreement and, as
applicable, payable by the Trustee out
of the Distribution Account pursuant to
Section 3.09(b).
The Holders of the Class P Certificates will be entitled to all
Prepayment Charges received on the Mortgage
Loans and such amounts will not be
available for distribution to the Holders
of any other Class of Certificates.
BANKRUPTCY CODE: The United States Bankruptcy Reform Act of 1978,
as
amended.
BASIC PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF (i) the Principal Remittance
Amount for both Loan Groups for the
Distribution Date OVER (ii) the Excess
Overcollateralization Amount, if any, for
that Distribution Date.
BOOK-ENTRY CERTIFICATES: As specified in the Preliminary
Statement.
BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or
(ii) a
day on which banking institutions in the
City of New York, New York, the State
of California or the city in which the
Corporate Trust Office of the Trustee is
located are authorized or obligated by law
or executive order to be closed.
CAP CONTRACT A: The interest rate cap agreement between the
Trustee, on
behalf of the Trust Fund, and the Cap
Contract Counterparty, relating to the
Group I Certificates.
CAP CONTRACT B: The interest rate cap agreement between the
Trustee, on
behalf of the Trust Fund, and the Cap
Contract Counterparty, relating to the
Group II Certificates.
CAP CONTRACT C: The interest rate cap agreement between the
Trustee, on
behalf of the Trust Fund, and the Cap
Contract Counterparty, relating to the
Subordinated Certificates.
CAP CONTRACT COUNTERPARTY: Bear Stearns Financial Products
Inc.
CAP CONTRACTS: Cap Contract A, Cap Contract B and Cap Contract C,
as
applicable.
CERTIFICATE: Any one of the Certificates issued by the Trust Fund
and
executed by the Trustee, in substantially
the forms attached as exhibits.
CERTIFICATE ACCOUNT: The separate Eligible Account or Accounts
created
and maintained by the Master Servicer
pursuant to Section 3.06(d) with a
depository institution in the name of the
Master Servicer for the benefit of the
Trustee on behalf of Certificateholders and
designated "IndyMac Bank, F.S.B., in
trust for the registered holders of Home
Equity Mortgage Loan Asset-Backed
Certificates, Series INABS 2005-B."
CERTIFICATE BALANCE: For any Certificate (other than a Class R or
a
Class C Certificate) at any date, the
maximum dollar amount of principal to
which the Holder of the Certificate is then
entitled, such amount being equal to
the Certificate's Denomination PLUS any
increases in the Certificate Balance of
such Certificate pursuant to Section 4.02
due to the receipt of Subsequent
Recoveries MINUS all distributions of
principal previously made with respect
thereto and in the case of any Subordinated
Certificate, reduced by any Applied
Realized Loss Amounts applicable to any
such Subordinated Certificates. The
Class R and Class C Certificates have no
Certificate Balance.
CERTIFICATE GROUP: Any of the Group I Certificates or the Group
II
Certificates, as applicable.
CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the
Person
who is the beneficial owner of the
Book-Entry Certificate. For purposes of this
Agreement, in order for a Certificate Owner
to enforce any of its rights under
this Agreement, it shall first have to
provide evidence of its beneficial
ownership interest in a Certificate that is
reasonably satisfactory to the
Trustee, the Depositor and/or the Master
Servicer, as applicable.
CERTIFICATE REGISTER: The register maintained pursuant to Section
5.02.
CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate
is
registered in the Certificate Register,
except that, solely for the purpose of
giving any consent pursuant to this
Agreement, any Certificate registered in the
name of the Depositor or any Affiliate of
the Depositor is not Outstanding and
the Percentage Interest evidenced thereby
shall not be taken into account in
determining whether the requisite amount of
Percentage Interests necessary to
effect a consent has been obtained unless
the Depositor or its Affiliates own
100% of the Percentage Interests evidenced
by a Class of Certificates, in which
case the Certificates shall be Outstanding
for purposes of any provision of this
Agreement requiring the consent of the
Holders of Certificates of a particular
Class as a condition to the taking of any
action. The Trustee and the NIM
Insurer are entitled to rely conclusively
on a certification of the Depositor or
any Affiliate of the Depositor in
determining which Certificates are registered
in the name of an Affiliate of the
Depositor.
CLASS: All Certificates bearing the same class designation, as
specified in the Preliminary Statement.
CLASS A CERTIFICATES:
As specified in the Preliminary Statement.
CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
sum of the Group I Senior Principal
Distribution Amount and the Group II Senior
Principal Distribution Amount for that
Distribution Date.
CLASS C DISTRIBUTABLE AMOUNT: On any Distribution Date, the amount
that
has accrued on the Class C Certificates but
that has not been distributed on the
Class C Certificates on prior Distribution
Dates.
CLASS CERTIFICATE BALANCE: For any Class as of any date of
determination, the aggregate of the
Certificate Balances of all Certificates of
such Class as of that date.
CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date) AND
(B) the Class Certificate Balance of the Class M-1
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 67.70% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-1 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-1 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date) AND
(C) the Class Certificate Balance of the Class M-2
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 73.40% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-2 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-2 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date) AND
(D) the Class Certificate Balance of the Class M-3
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 77.20% of the aggregate Stated Principal Balance of all of
the Mortgage
Loans as of the last day of the related Remittance Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-3 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-3 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date) AND
(E) the Class Certificate Balance of the Class M-4
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 80.20% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period
relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-4 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-4 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date) AND
(F) the Class Certificate Balance of the Class M-5
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 83.00% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-5 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-5 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates
(after taking into account distribution of the Class A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date) AND
(G) the Class Certificate Balance of the Class M-6
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 86.00% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-6 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-6 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date) AND
(H) the Class Certificate Balance of the Class M-7
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 88.70% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-7 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-7 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal
Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date) AND
(I) the Class Certificate Balance of the Class M-8
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 90.80% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-8 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-8 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the
EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after
taking into account distribution of the Class M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date) AND
(J) the Class Certificate Balance of the Class M-9
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 92.90% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-9 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-9 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
the EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the
Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date),
(J) the Class Certificate Balance of the Class M-9
Certificates (after
taking into account distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) AND
(K) the Class Certificate Balance of the Class M-10
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 94.40% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-10 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-10 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS M-11 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
Date,
the EXCESS OF
(i) the SUM OF
(A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class
A
Principal Distribution Amount on such Distribution Date),
(B) the Class Certificate Balance of the Class M-1
Certificates (after taking into account distribution of the Class
M-1
Principal Distribution Amount on such Distribution Date),
(C) the Class Certificate Balance of the Class M-2
Certificates (after taking into account distribution of the Class
M-2
Principal Distribution Amount on such Distribution Date),
(D) the Class Certificate Balance of the Class M-3
Certificates (after taking into account distribution of the Class
M-3
Principal Distribution Amount on such Distribution Date),
(E) the Class Certificate Balance of the Class M-4
Certificates (after taking into account distribution of the Class
M-4
Principal Distribution Amount on such Distribution Date),
(F) the Class Certificate Balance of the Class M-5
Certificates (after taking into account distribution of the Class
M-5
Principal Distribution Amount on such Distribution Date),
(G) the Class Certificate Balance of the Class M-6
Certificates (after taking into account distribution of the Class
M-6
Principal Distribution Amount on such Distribution Date),
(H) the Class Certificate Balance of the Class M-7
Certificates (after taking into account distribution of the Class
M-7
Principal Distribution Amount on such Distribution Date),
(I) the Class Certificate Balance of the Class M-8
Certificates (after taking into account distribution of the Class
M-8
Principal Distribution Amount on such Distribution Date),
(J) the Class Certificate Balance of the Class M-9
Certificates (after taking into account distribution of the Class
M-9
Principal Distribution Amount on such Distribution Date),
(K) the Class Certificate Balance of the Class M-10
Certificates (after taking into account distribution of the Class
M-10
Principal Distribution Amount on such Distribution Date) AND
(L) the Class Certificate Balance of the Class M-11
Certificates immediately before such Distribution Date OVER
(ii) the LESSER OF
(A) 96.40% of the aggregate Stated Principal Balance of all of
the Mortgage Loans as of the last day of the related Remittance
Period
(after giving effect to Principal Prepayments received in the
Prepayment Period relating to such Distribution Date) AND
(B) an amount, not less than zero, equal to the aggregate
Stated
Principal Balance of all of the Mortgage Loans as of the last
day of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period relating to such
Distribution Date) MINUS $4,250,000;
provided, that if on any Distribution Date,
the Class M-11 Certificates are the
only Class of Subordinated Certificates
outstanding, the Class M-11 Principal
Distribution Amount shall equal the lesser
of the Class Certificate Balance of
such Class immediately prior to such
Distribution Date and the Principal
Distribution Amount for such Distribution
Date.
CLASS R CERTIFICATE: A certificate representing the beneficial
ownership of the Class R-I Interest, Class
R-II Interest and Class R-III
Interest.
CLASS R-I INTEREST:
The uncertificated residual interest in REMIC I.
CLASS R-II INTEREST:
The uncertificated residual interest in REMIC II.
CLASS R-III INTEREST: The uncertificated residual interest in
REMIC
III.
CLOSING DATE: June 17, 2005.
CLOSING DATE MORTGAGE LOAN: Each Mortgage Loan sold and assigned by
the
Seller to the Trust Fund on the Closing
Date.
CODE: The United States Internal Revenue Code of 1986, including
any
successor or amendatory provisions.
COLLATERAL VALUE: For any Mortgage Loan, the Collateral Value of
the
related Mortgaged Property shall be, other
than for Refinance Loans, the LESSER
OF (i) the appraised value determined in an
appraisal obtained by the originator
at origination of the Mortgage Loan AND
(ii) the sales price for the related
Mortgaged Property. In the case of a
Refinance Loan, the Collateral Value of the
related Mortgaged Property is its appraised
value determined in an appraisal
obtained at the time of refinancing.
COLLECTION ACCOUNT: The separate Eligible Account or Accounts
created
and maintained by the Master Servicer
pursuant to Section 3.06(c) with a
depository institution in the name of the
Master Servicer for the benefit of the
Trustee on behalf of the Certificateholders
and designated "IndyMac Bank,
F.S.B., in trust for the registered holders
of Home Equity Mortgage Loan
Asset-Backed Certificates, Series INABS
2005-B."
COMPENSATING INTEREST: For any Distribution Date, the LESSER OF (i)
any
Prepayment Interest Shortfalls AND (ii)
0.125% multiplied by one-twelfth
multiplied by the aggregate Stated
Principal Balance of the Mortgage Loans as of
the first day of the prior month.
CORPORATE TRUST OFFICE: The designated office of the Trustee in
the
State of California at which at any
particular time its corporate trust business
with respect to this Agreement is
administered, which office at the date of the
execution of this Agreement is located at
1761 East St. Andrew Place, Santa Ana,
California 92705, Attn: Corporate Trust
Administration IN05S2 (IndyMac ABS,
Inc., Home Equity Mortgage Loan
Asset-Backed Trust, Series INABS 2005-B),
facsimile no. (714) 247-6285 and which is
the address to which notices to and
correspondence with the Trustee should be
directed.
CORRESPONDING CERTIFICATE: With respect to each REMIC II
Regular
Interest, as follows:
REMIC II
Regular Interest
Class
------------------------------------
----------
REMIC II Regular Interest II-LTAI1
A-I-1
REMIC II Regular Interest II-LTAII1
A-II-1
REMIC II Regular Interest II-LTAII2
A-II-2
REMIC II Regular Interest II-LTAII3
A-II-3
REMIC II Regular Interest II-LTM1
M-1
REMIC II Regular Interest II-LTM2
M-2
REMIC II Regular Interest II-LTM3
M-3
REMIC II Regular Interest II-LTM4
M-4
REMIC II Regular Interest II-LTM5
M-5
REMIC II Regular Interest II-LTM6
M-6
REMIC II Regular Interest II-LTM7
M-7
REMIC II Regular Interest II-LTM8
M-8
REMIC II Regular Interest II-LTM9
M-9
REMIC II Regular Interest II-LTM10
M-10
REMIC II Regular Interest II-LTM11
M-11
REMIC II Regular Interest II-LTP
P
CREDIT ENHANCEMENT PERCENTAGE: For any Distribution Date and any
Class
of Class A and Subordinated Certificates,
the percentage obtained by dividing
(x) the SUM OF (i) the aggregate Class
Certificate Balances of all Classes of
Class A and Subordinated Certificates
subordinated to such Class and (ii) the
Overcollateralization Amount (in each case
taking into account the distributions
of the Principal Distribution Amount for
such Distribution Date) by (y) the
aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of
the related Remittance Period (after giving
effect to scheduled payments of
principal due during the Remittance Period,
to the extent received or advanced,
and Principal Prepayments received in the
Prepayment Period related to such
Distribution Date) and any amounts on
deposit in the Pre-Funding Accounts.
CUMULATIVE NET LOSS TRIGGER EVENT: With respect to any
Distribution
Date on or after the Stepdown Date, exists
if the percentage obtained by
dividing (x) the aggregate amount of
Realized Losses incurred from the Cut-off
Date through the last day of the related
Remittance Period (reduced by the
aggregate amount of Subsequent Recoveries
received through the last day of that
Remittance Period) by (y) the aggregate
Cut-off Date Principal Balance of the
Closing Date Mortgage Loans plus the
Original Pre-Funded Amounts exceeds (A)
1.25% from July 2007 through June 2008, (B)
2.50% from July 2008 through June
2009, (C) 4.00% from July 2009 through June
2010, (D) 5.25% from July 2010
through June 2011 and (E) 5.75% from July
2011 and thereafter.
CUT-OFF DATE: As to any Closing Date Mortgage Loans, June 1, 2005.
As
to any Subsequent Mortgage Loans, the
related Subsequent Cut-off Date.
CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, its
Stated
Principal Balance as of the close of
business on the Cut-off Date.
DEBT SERVICE REDUCTION: For any Mortgage Loan, a reduction by a
court
of competent jurisdiction, in a proceeding
under the Bankruptcy Code, in the
Scheduled Payment for the Mortgage Loan
that became final and non-appealable,
but not including a reduction (i) resulting
from a Deficient Valuation or (ii)
that results in a permanent forgiveness of
principal.
DEFICIENT VALUATION: For any Mortgage Loan, a valuation by a court
of
competent jurisdiction of the related
Mortgaged Property in an amount less than
the then outstanding indebtedness under
such Mortgage Loan, or any reduction in
the amount of principal to be paid in
connection with any Scheduled Payment that
results in a permanent forgiveness of
principal, which valuation or reduction
results from an order of the court that is
final and non-appealable in a
proceeding under the Bankruptcy Code.
DEFINITIVE CERTIFICATES: As specified in the Preliminary
Statement..
DELAYED DELIVERY CERTIFICATION: A certification substantially in
the
form of Exhibit G-2.
DELAYED DELIVERY MORTGAGE LOANS: The Closing Date Mortgage
Loans
identified on the Mortgage Loan Schedule,
for which neither a related Mortgage
File nor the Mortgage Note (or lost note
affidavit for a lost Mortgage Note) has
been delivered to the Trustee by the
Closing Date. The Depositor shall deliver
the Mortgage Files to the Trustee:
(A) for at least 70% of the Closing Date Mortgage Loans in each
Loan
Group, not later than the Closing Date;
and
(B) for the remaining 30% of the Closing Date Mortgage Loans in
each
Loan Group, not later than five (5)
Business Days following the Closing Date.
To the extent that the Seller is in possession of any Mortgage File
for
any Delayed Delivery Mortgage Loan, until
delivery of the Mortgage File to the
Trustee as provided in Section 2.01, the
Seller shall hold the files as Master
Servicer, as agent and in trust for the
Trustee.
DELETED MORTGAGE LOAN: As defined in Section 2.03(c).
DENOMINATION: For each Certificate, the amount appearing on the
face of
the Certificate as the "Initial Certificate
Balance of this Certificate" or the
Percentage Interest appearing on the face
of the Certificate.
DEPOSITOR: IndyMac ABS, Inc., a Delaware corporation, or its
successor
in interest.
DEPOSITORY: The initial Depository shall be The Depository
Trust
Company, the nominee of which is Cede &
Co., as the registered Holder of the
Book-Entry Certificates. The Depository
shall at all times be a "clearing
corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
DEPOSITORY PARTICIPANT: A broker, dealer, bank, or other
financial
institution or other Person for whom from
time to time a Depository effects
book-entry transfers and pledges of
securities deposited with the Depository.
DETERMINATION DATE: As to any Distribution Date, the 18th day of
each
month or, if that day is not a Business
Day, the next Business Day, except that
if the next Business Day is less than two
(2) Business Days before the related
Distribution Date, then the Determination
Date shall be the Business Day
preceding the 18th day of the month.
DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to
Section 3.06(f) in the name of the Trustee
for the benefit of the Certificateholders
and designated "Deutsche Bank National
Trust Company in trust for registered
holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Certificates, Series
INABS 2005-B." Funds in the Distribution
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement.
DISTRIBUTION ACCOUNT DEPOSIT DATE: As to any Distribution Date,
12:30
p.m. (Pacific time) on the Business Day
preceding the Distribution Date.
DISTRIBUTION DATE: The 25th day of each calendar month after
the
initial issuance of the Certificates, or if
that day is not a Business Day, the
next Business Day, commencing in July
2005.
DUE DATE: For any Mortgage Loan and Distribution Date, the first
day of
the month in which the Distribution Date
occurs.
ELIGIBLE ACCOUNT: Any of
(i) an account maintained with a federal or state chartered
depository
institution or trust company, the
short-term unsecured debt obligations of which
(or, in the case of a depository
institution or trust company that is the
principal subsidiary of a holding company,
the debt obligations of the holding
company, but only if Moody's is not a
Rating Agency) have the highest short-term
ratings of each Rating Agency at the time
any amounts are held on deposit
therein, or
(ii) [RESERVED], or
(iii) a trust account or accounts maintained with the trust
department
of a federal or state chartered depository
institution or trust company, acting
in its fiduciary capacity, or
(iv) any other account acceptable to each Rating Agency without
reduction or withdrawal of their then
current ratings of the Certificates or any
NIM Insurer-guaranteed NIM Notes, as
evidenced by a letter from each Rating
Agency to the Trustee and the NIM
Insurer.
Eligible Accounts may bear interest, and may include, if
otherwise
qualified under this definition, accounts
maintained with the Trustee.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
ERISA-QUALIFYING UNDERWRITING: A best efforts or firm
commitment
underwriting or private placement that
meets the requirements of an
Underwriter's Exemption.
ERISA-RESTRICTED CERTIFICATE: As specified in the Preliminary
Statement.
ESCROW ACCOUNT: The Eligible Account or Accounts established
and
maintained pursuant to Section 3.07(a).
EVENT OF DEFAULT: As defined in Section 7.01.
EXCESS OVERCOLLATERALIZATION AMOUNT: For any Distribution Date,
the
EXCESS OF (a) the Overcollateralization
Amount on such Distribution Date OVER
(b) the Overcollateralization Target Amount
for such Distribution Date.
EXCESS PROCEEDS: For any Liquidated Mortgage Loan, the EXCESS
OF
(a) all Liquidation Proceeds from the Mortgage Loan received in
the
calendar month in which the Mortgage Loan
became a Liquidated Mortgage Loan, net
of any amounts previously reimbursed to the
Master Servicer as Nonrecoverable
Advances with respect to the Mortgage Loan
pursuant to Section 3.09(a)(ii), OVER
(b) the SUM OF (i) the unpaid principal balance of the
Liquidated
Mortgage Loan as of the Due Date in the
month in which the Mortgage Loan became
a Liquidated Mortgage Loan PLUS (ii)
accrued interest at the Mortgage Rate from
the Due Date for which interest was last
paid or advanced (and not reimbursed)
to Certificateholders up to the Due Date
applicable to the Distribution Date
following the calendar month during which
the liquidation occurred.
EXCESS RESERVE FUND ACCOUNT: The separate Eligible Account created
and
maintained by the Trustee pursuant to
Section 3.06(d) in the name of the Trustee
for the benefit of the Certificateholders
and designated "Deutsche Bank National
Trust Company in trust for registered
holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Trust, Series INABS
2005-B." Funds in the Excess Reserve Fund
Account shall be held in trust for the
Certificateholders for the uses and
purposes set forth in this Agreement. The
Excess Reserve Fund Account will not
be an asset of any REMIC.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.
EXPENSE AMOUNT: For any Distribution Date and Loan Group, the
PRODUCT
OF the Expense Fee Rate and the SUM OF the
Stated Principal Balances of the
Mortgage Loans in that Loan Group as of the
Due Date occurring in the prior
calendar month.
EXPENSE FEES: As to each Mortgage Loan, the SUM OF the Master
Servicing
Fee and Trustee Fee.
EXPENSE FEE RATE: As to each Mortgage Loan, the SUM OF the
Master
Servicing Fee Rate and the Trustee Fee
Rate.
EXTRA PRINCIPAL DISTRIBUTION AMOUNT: As of any Distribution Date,
the
LESSER OF (x) the Total Monthly Excess
Spread for that Distribution Date and (y)
the Overcollateralization Deficiency for
that Distribution Date.
FDIC: The Federal Deposit Insurance Corporation, or any
successor
thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States
created and existing under Title III of the
Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
FITCH: Fitch, Inc., or any successor thereto. If Fitch is
designated as
a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b)
the address for notices to Fitch shall be
Fitch, Inc., One State Street Plaza,
New York, New York 10004, Attention: MBS
Monitoring - IndyMac INABS 2005-B, or
any other address Fitch furnishes to the
Depositor and the Master Servicer.
FNMA: The Federal National Mortgage Association, a federally
chartered
and privately owned corporation organized
and existing under the Federal
National Mortgage Association Charter Act,
or any successor thereto.
FUNDING PERIOD: The period beginning on the Closing Date and ending
on
the earlier to occur of (i) the date upon
which the amount on deposit in the
Pre-Funding Accounts has been reduced to
zero or (ii) July 17, 2005.
GROUP I CERTIFICATES: As specified in the Preliminary
Statement.
GROUP I INTEREST COVERAGE ACCOUNT: The account established and
maintained pursuant to Section 3.23, which
account contains an amount, to be
paid by the Depositor to the Trustee on the
Closing Date, that represents
interest received or advanced on the Group
I Mortgage Loans.
GROUP I INTEREST REMITTANCE AMOUNT: For any Distribution Date,
the
portion of the Available Funds with respect
to Loan Group I that is attributable
to interest or amounts withdrawn from the
Group I Interest Coverage Account.
GROUP I MAXIMUM CAP: For each Class of Group I Certificates as of
any
Distribution Date, the annual rate equal to
the PRODUCT OF:
(i) a fraction, expressed as a percentage, the numerator of
which is (1) the maximum amount of interest that may accrue on
the
Group I Mortgage Loans on the Due Date occurring in the prior
calendar
month calculated using the Maximum Mortgage Rates on the Group
I
Mortgage Loans, minus (2) the Expense Amount with respect to Loan
Group
I for that Distribution Date and the denominator of which is the
sum of
(1) the aggregate Stated Principal Balances of the Group I
Mortgage
Loans as of the Due Date occurring in the prior calendar month,
which
balances give effect to scheduled payments of principal due during
the
related Remittance Period, to the extent received or advanced, and
to
principal prepayments
received during the Prepayment Period related to
that prior due date (or as of the cut-off date for the first
Distribution Date) and (2) any amounts on deposit in the Group
I
Pre-Funding Account AND
(ii) a fraction whose numerator is 360 and whose denominator
is the actual number of days in the related Interest Accrual
Period.
GROUP I MORTGAGE LOANS: The Mortgage Loans in Loan Group I.
GROUP I NET WAC CAP: For each Class of Group I Certificates as of
any
Distribution Date, the annual rate equal to
the PRODUCT OF:
(i) a fraction whose numerator is 360 and whose denominator is
the actual number of days in the related Interest Accrual Period
AND
(ii) a fraction whose numerator is (1) the amount of interest
which accrued on the Group I Mortgage Loans on the Due Date
occurring
in the prior calendar month, MINUS (2) the Expense Amount with
respect
to the Group I
Mortgage Loans for that Distribution Date and whose
denominator is the SUM OF (1) the aggregate Stated Principal
Balance of
the Group I Mortgage Loans as of the Due Date occurring in the
prior
calendar month, which balances give effect to scheduled payments
of
principal due during the related Remittance Period, to the
extent
received or advanced, and to principal prepayments received during
the
Prepayment Period related to that prior due date (or as of the
Cut-off
Date for the first Distribution Date) and (2) any amounts on
deposit in
the Group I Pre-Funding Account.
For federal income tax purposes, the equivalent of the foregoing
shall
be expressed as the weighted average of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT1GRP, weighted on the
basis of the Uncertificated Balance
of such REMIC II Regular Interest.
GROUP I PRE-FUNDING ACCOUNT: The account established and
maintained
pursuant to Section 3.22.
GROUP I PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date is
the
PRODUCT OF:
(x) the Principal Distribution Amount for such
Distribution Date AND
(y) a fraction, the
numerator of which is the
Principal Remittance Amount for Loan Group I for that
Distribution Date and the denominator of which is the
Principal Remittance Amount for both Loan Groups for such
Distribution Date;
PLUS, in the case of the Distribution Date immediately following
the
end of the Funding Period, any amounts remaining in the Group I
Pre-Funding Account and not used by the Trustee to purchase
Subsequent
Mortgage Loans to be included in Loan Group I.
GROUP I SENIOR PRINCIPAL DISTRIBUTION AMOUNT: For any
Distribution
Date, the EXCESS OF
(A) the aggregate Class Certificate Balance of the Group I
Certificates
immediately before that Distribution Date
OVER
(B) the LESSER of (x) 61.40% of the aggregate Stated Principal
Balance
of all of the Group I Mortgage Loans as of
the last day of the related
Remittance Period (after giving effect to
Principal Prepayments received in the
Prepayment Period related to such
Distribution Date) and (y) an amount, not less
than zero, equal to the aggregate Stated
Principal Balance of all of the Group I
Mortgage Loans as of the last day of the
related Remittance Period (after giving
effect to Principal Prepayments received in
the Prepayment Period related to
that Distribution Date) MINUS
$2,136,673.
GROUP II CERTIFICATES: As specified in the Preliminary
Statement.
GROUP II INTEREST COVERAGE ACCOUNT: The account established and
maintained pursuant to Section 3.23, which
account contains an amount, to be
paid by the Depositor to the Trustee on the
Closing Date, that represents
interest received or advanced on the Group
II Mortgage Loans.
GROUP II INTEREST REMITTANCE AMOUNT: For any Distribution Date,
the
portion of the Available Funds with respect
to Loan Group II that is
attributable to interest or withdrawn from
the Group II Interest Coverage
Account.
GROUP II MAXIMUM CAP: For each Class of Group II Certificates as of
any
Distribution Date, the annual rate equal to
the PRODUCT OF:
(i) a fraction, expressed as a percentage, the numerator of
which is (1) the maximum amount of interest that may accrue on
the
Group II Mortgage Loans on the Due Date occurring in the prior
calendar
month calculated using the Maximum Mortgage Rates on the Group
II
Mortgage Loans, minus (2) the Expense Amount with respect to Loan
Group
II for that Distribution Date and the denominator of which is the
sum
of (1) the aggregate Stated Principal Balances of the Group II
Mortgage
Loans as of the due date occurring in the prior calendar month,
which
balances give effect to scheduled payments of principal due during
the
related Remittance Period, to the extent received or advanced, and
to
principal prepayments received during the Prepayment Period related
to
that prior due date (or as of the Cut-off Date for the first
Distribution Date) and (2) any amounts on deposit in the Group
II
Pre-Funding Account AND
(ii) a fraction whose numerator is 360 and whose denominator
is the actual number of days in the related Interest Accrual
Period.
GROUP II MORTGAGE LOANS: The Mortgage Loans in Loan Group
II.
GROUP II NET WAC CAP: For each Class of Group II Certificates as of
any
Distribution Date, the annual rate equal to
the PRODUCT OF:
(i) a
fraction whose numerator is 360 and whose denominator is
the actual number of days in the related Interest Accrual Period
AND
(ii) a fraction whose numerator is (1) the amount of interest
which accrued on the Group II Mortgage Loans on the Due Date
occurring
in the prior calendar month, MINUS (2) the Expense Amount with
respect
to the Group II Mortgage Loans for that Distribution Date and
whose
denominator is the SUM OF (1) the aggregate Stated Principal
Balance of
the Group II Mortgage Loans as of the Due Date occurring in the
prior
calendar month, which balances give effect to scheduled payments
of
principal due during the related Remittance Period, to the
extent
received or advanced, and to principal prepayments received during
the
Prepayment Period related to that prior due date (or as of the
Cut-off
Date for the first Distribution Date) and (2) any amounts on
deposit in
the Group II Pre-Funding Account.
For federal income tax purposes, the equivalent of the foregoing
shall
be expressed as the weighted average of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT2GRP, weighted on the
basis of the Uncertificated Balance
of such REMIC II Regular Interest.
GROUP II PRE-FUNDING ACCOUNT: The account established and
maintained
pursuant to Section 3.22.
GROUP II PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date
is
the PRODUCT OF:
(x) the Principal Distribution Amount for such Distribution
Date AND
(y) a fraction, the numerator of which is the Principal
Remittance Amount for Loan Group II for that Distribution Date and
the
denominator of
which is the Principal Remittance Amount for both Loan
Groups for such Distribution Date;
PLUS, in the case of the Distribution Date
immediately following the end of the
Funding Period, any amounts remaining in
the Group II Pre-Funding Account and
not used by the Trustee to purchase
Subsequent Mortgage Loans to be included in
Loan Group II.
GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT is the EXCESS OF
(A) the aggregate Class Certificate Balance of the Group II
Certificates immediately before that Distribution Date OVER
(B) the lesser of (x) 61.40% of the aggregate Stated Principal
Balances of all the Group II Mortgage Loans as of the last day of
the
related Remittance Period (after giving effect to Principal
Prepayments
received in the Prepayment Period related to that Distribution
Date)
and (y) an amount, not less than zero, equal to the aggregate
Stated
Principal Balance of all the Group II Mortgage Loans as of the last
day
of the related Remittance Period (after giving effect to
Principal
Prepayments received in the Prepayment Period related to that
Distribution Date) MINUS $2,113,327.
INDENTURE: The indenture, or document of similar import, if
any,
pursuant to which any NIM Notes are
issued.
INDEX: As to each adjustable-rate Mortgage Loan, the index from
time to
time in effect for the adjustment of the
Mortgage Rate set forth as such on the
related Mortgage Note.
INDIRECT PARTICIPANT: A broker, dealer, bank, or other
financial
institution or other Person that clears
through or maintains a custodial
relationship with a Depository
Participant.
INITIAL GROUP I MORTGAGE LOANS: The Closing Date Mortgage Loans in
Loan
Group I.
INITIAL GROUP II MORTGAGE LOANS: The Closing Date Mortgage Loans
in
Loan Group II.
INSURANCE POLICY: For any Mortgage Loan included in the Trust Fund,
any
insurance policy, including all its riders
and endorsements in effect, including
any replacement policy or policies for any
Insurance Policies.
INSURANCE PROCEEDS: Proceeds paid by an insurer pursuant to any
Insurance Policy, in each case other than
any amount included in such Insurance
Proceeds in respect of Insured Expenses or
released to the Mortgagor.
INSURED EXPENSES: Expenses covered by an Insurance Policy or any
other
insurance policy with respect to the
Mortgage Loans.
INTEREST ACCRUAL PERIOD: For each Class of Class A and
Subordinated
Certificates and the corresponding Class of
lower-tier interest and any
Distribution Date, the period from the
Distribution Date in the month preceding
the month in which the Distribution Date
occurs to the day prior to such
Distribution Date (or in the case of the
first Distribution Date, the period
from the Closing Date to the day prior to
the first Distribution Date). For
purposes of computing interest accruals on
each Class of Class A and
Subordinated Certificates and the
corresponding Class of lower-tier interest,
each Interest Accrual Period has the actual
number of days in the month and each
year is assumed to have 360 days.
INTEREST COVERAGE ACCOUNTS: The Group I Interest Coverage Account
and
the Group II Interest Coverage Account.
LENDER PMI LOAN: Any Mortgage Loan with respect to which the
related
lender rather than the related borrower
acquired primary mortgage guaranty
insurance and charged the related borrower
an interest premium.
LIBOR: For any Interest Accrual Period for the LIBOR Certificates,
the
rate determined by the Trustee on the
related LIBOR Determination Date on the
basis of the offered rate for one-month
U.S. dollar deposits that appears on
Telerate Page 3750 as of 11:00 a.m. (London
time) on that date. If the rate does
not appear on Telerate Page 3750, the rate
for that date will be determined on
the basis of the rates at which one-month
U.S. dollar deposits are offered by
the Reference Banks at approximately 11:00
a.m. (London time) on that date to
prime banks in the London interbank market.
In that case, the Trustee will
request the principal London office of each
of the Reference Banks to provide a
quotation of its rate. If at least two
quotations are so provided, the rate for
that date will be the arithmetic mean of
the quotations (rounded upwards if
necessary to the nearest whole multiple of
1/16%). If fewer than two quotations
are provided as requested, the rate for
that date will be the arithmetic mean of
the rates quoted by major banks in New York
City, selected by the Master
Servicer, at approximately 11:00 a.m. (New
York City time) on that date for
one-month U.S. dollar loans to leading
European banks.
LIBOR CERTIFICATES: As specified in the Preliminary Statement.
LIBOR DETERMINATION DATE: For any Interest Accrual Period for the
LIBOR
Certificates, the second London Business
Day preceding the commencement of the
Interest Accrual Period.
LIQUIDATED MORTGAGE LOAN: For any Distribution Date, a
defaulted
Mortgage Loan (including any REO Property)
that was liquidated in the calendar
month preceding the month of the
Distribution Date and as to which the Master
Servicer has certified (in accordance with
this Agreement) that it has received
all amounts it expects to receive in
connection with the liquidation of the
Mortgage Loan, including the final
disposition of an REO Property.
LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds
regardless
of when received, received in connection
with the partial or complete
liquidation of defaulted Mortgage Loans,
whether through trustee's sale,
foreclosure sale, or otherwise or amounts
received in connection with any
condemnation or partial release of a
Mortgaged Property, and any other proceeds
received in connection with an REO
Property, less the SUM OF related
unreimbursed Master Servicing Fees,
Servicing Advances and Advances.
LOAN GROUP: Any of Loan Group I or Loan Group II, as
applicable.
LOAN GROUP I: The Mortgage Loans identified on the Mortgage
Loan
Schedule as Group I Mortgage Loans.
LOAN GROUP II: The Mortgage Loans identified on the Mortgage
Loan
Schedule as Group II Mortgage Loans.
LOAN-TO-VALUE RATIO: For any Mortgage Loan and as of any date
of
determination, the fraction whose numerator
is the principal balance of the
related Mortgage Loan at that date of
determination and whose denominator is the
Collateral Value of the related Mortgaged
Property.
LONDON BUSINESS DAY: Any day on which dealings in deposits of
United
States dollars are transacted in the London
interbank market.
LOST MORTGAGE NOTE: Any Mortgage Note the original of which was
permanently lost or destroyed and has not
been replaced.
MAJORITY IN INTEREST: As to any Class of Regular Certificates,
the
Holders of Certificates of the Class
evidencing, in the aggregate, at least 51%
of the Percentage Interests evidenced by
all Certificates of the Class.
MARGIN: As to each adjustable-rate Mortgage Loan, the percentage
amount
on the related Mortgage Note added to the
Index in calculating its Mortgage
Rate.
MARKER RATE: With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal
to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC
II Regular Interest II-LTAI1, REMIC II
Regular Interest I-LTAII1, REMIC II Regular
Interest II-LTAII2, REMIC II Regular
Interest II-LTAII3, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest
II-LTM11 and REMIC II Regular Interest
II-LTZZ, with the rate on each such REMIC
II Regular Interest (other than REMIC II
Regular Interest II-LTZZ) subject to a
cap equal to the LESSER OF (i) LIBOR PLUS
the related Pass-Through Margin and
(ii) the related Net WAC Cap for the
purpose of this calculation for such
Distribution Date and with the rate on
REMIC II Regular Interest II-LTZZ subject
to a cap of zero for the purpose of this
calculation; provided, however, that
solely for this purpose, calculations of
the REMIC II Remittance Rate and the
related caps with respect to REMIC II
Regular Interest II-LTAI1, REMIC II
Regular Interest II-LTAII1, REMIC II
Regular Interest II-LTAII2, REMIC II
Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10 and REMIC II
Regular Interest II-LTM11 shall be
multiplied by a fraction, the numerator of
which is the actual number of days in the
Interest Accrual Period and the
denominator of which is 30.
MASTER SERVICER: IndyMac Bank, F.S.B., a federal savings bank, and
its
successors and assigns, in its capacity as
master servicer under this Agreement.
MASTER SERVICER ADVANCE DATE: As to any Distribution Date, 12:30
p.m.
(Pacific time) on the Business Day
preceding the Distribution Date.
MASTER SERVICING FEE: As to each Mortgage Loan and any
Distribution
Date, one month's interest at the related
Master Servicing Fee Rate on the
Stated Principal Balance of the Mortgage
Loan as of the Due Date in the prior
calendar month or, in the event of any
payment of interest that accompanies a
Principal Prepayment in Full made by the
Mortgagor, interest at the Master
Servicing Fee Rate on the Stated Principal
Balance of the Mortgage Loan for the
period covered by the payment of interest,
subject to reduction as provided in
Section 3.15.
MASTER SERVICING FEE RATE: For each Mortgage Loan, 0.0035% perr
annum.
MAXIMUM II-LTZZ UNCERTIFICATED INTEREST DEFERRAL AMOUNT: With
respect
to any Distribution Date, the EXCESS OF (i)
accrued interest at the REMIC II
Remittance Rate applicable to REMIC II
Regular Interest II-LTZZ for such
Distribution Date on a balance equal to the
Uncertificated Balance of REMIC II
Regular Interest II-LTZZ MINUS the REMIC II
Overcollateralization Amount, in
each case for such Distribution Date, OVER
(ii) Uncertificated Interest on REMIC
II Regular Interest II-LTAI1, REMIC II
Regular Interest II-LTAII1, REMIC II
Regular Interest II-LTAII2, REMIC II
Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10 and REMIC II
Regular Interest II-LTM11 for such
Distribution Date, with the rate on each
such REMIC I Regular Interest subject
to a cap equal to the LESSER OF (i) LIBOR
PLUS the related Pass-Through Margin
and (ii) the related Net WAC Cap; provided,
however, that solely for this
purpose, calculations of the REMIC II
Remittance Rate and the related caps with
respect to REMIC II Regular Interest
II-LTAI1, REMIC II Regular Interest
II-LTAI1, REMIC II Regular Interest
II-LTAII1, REMIC II Regular Interest
II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest
II-LTM11 shall be multiplied by a fraction,
the numerator of which is the actual
number of days in the Interest Accrual
Period and the denominator of which is
30.
MAXIMUM CAP: Any of the Group I Maximum Cap, the Group II Maximum
Cap
or the Subordinated Maximum Cap, as the
context requires.
MAXIMUM MORTGAGE RATE: As to each adjustable-rate Mortgage Loan,
the
percentage set forth in the related
Mortgage Note as the lifetime maximum
Mortgage Rate to which such Mortgage Rate
may be adjusted. As to each fixed-rate
Mortgage Loan, the related Mortgage
Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation
organized and existing under the laws of
the State of Delaware, or any successor
thereto.
MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on
the
MERS(R) System.
MERS(R) SYSTEM: The system of recording transfers of mortgages
electronically that is maintained by
MERS.
MIN: The mortgage
identification number for any MERS Mortgage Loan.
MOM LOAN: Any Mortgage Loan as to which MERS is acting as
mortgagee,
solely as nominee for the originator of
such Mortgage Loan and its successors
and assigns.
MONTHLY STATEMENT: The statement prepared by the Trustee pursuant
to
Section 4.03.
MOODY'S: If Moody's Investors Service is designated as a Rating
Agency
in the Preliminary Statement, for purposes
of Section 10.05(b) the address for
notices to Moody's shall be Moody's
Investors Service, Inc., 99 Church Street,
New York, New York 10007, Attention:
Residential Loan Monitoring Group, or any
other address that Moody's furnishes to the
Depositor and the Master Servicer.
MORTGAGE: The mortgage, deed of trust, or other instrument creating
a
first lien on an estate in fee simple or
leasehold interest in real property
securing a Mortgage Note.
MORTGAGE FILE: The mortgage documents listed in Section 2.01
pertaining
to a particular Mortgage Loan and any
additional documents delivered to the
Trustee to be added to the Mortgage File
pursuant to this Agreement.
MORTGAGE LOANS: Such of the Closing Date Mortgage Loans and
Subsequent
Mortgage Loans transferred and assigned to
the Trustee pursuant to this
Agreement, as from time to time are held as
a part of the Trust Fund (including
any REO Property), the Mortgage Loans so
held being identified on the Mortgage
Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the
related Mortgaged Property.
MORTGAGE LOAN SCHEDULE: As of any date, the list of Mortgage Loans
in
Schedule I (as supplemented by each
schedule of Subsequent Mortgage Loans)
included in the Trust Fund on such date.
The Mortgage Loan Schedule shall be
prepared by the Seller and shall contain
the following information with respect
to each Mortgage Loan by Loan Group and in
the aggregate:
(i)
the loan number;
(ii)
the Mortgagor's name and the street address of the
Mortgaged Property, including the zip code;
(iii)
the maturity date;
(iv)
the original principal
balance;
(v)
the Cut-off Date Principal Balance or Subsequent
Cut-off Date Principal Balance, as applicable;
(vi)
the first payment date of the Mortgage Loan;
(vii)
the Scheduled Payment in effect as of the applicable
Cut-off Date;
(viii)
the Loan-to-Value Ratio at origination;
(ix)
a code indicating whether the residential dwelling at
the time of origination was represented to be
owner-occupied;
(x)
a code indicating whether the residential dwelling is
either (a) a detached single family dwelling, (b) a
townhouse, (c) a dwelling in a PUD, (d) a condominium
unit or (e) a two- to four-unit residential property;
(xi)
the Mortgage Rate in effect immediately following:
(a) the applicable date of origination; and (b) the
applicable Cut-off Date;
(xii)
the purpose for the Mortgage Loan;
(xiii)
the type of documentation program pursuant to which
the Mortgage Loan was originated;
(xiv)
with respect to the adjustable-rate Mortgage Loans:
(a) the Maximum Mortgage Rate;
(b) the Periodic Rate Cap;
(c) the Adjustment Date;
(d) the Margin; and
(e) the Index;
(xv)
a code indicating whether the Mortgage Loan is a
Performance Loan;
(xvi)
a code indicating whether the Mortgage Loan is a
borrower-paid mortgage insurance loan;
(xvii)
[RESERVED];
(xviii)
a code indicating whether the Mortgage Loan is a
Lender PMI Loan;
(xix)
the coverage amount of any mortgage insurance;
(xx)
with respect to the Lender PMI Loans, the related
interest premium;
(xxi)
a code indicating whether the Mortgage Loan is a
Delayed Delivery Mortgage Loan;
(xxii)
a code indicating whether the Mortgage Loan is a
MERS Mortgage Loan; and
(xxiii)
A code indicating the term, if any, of a Prepayment
Charge.
The schedule shall also state the total of
the amounts described under (v) above
for all of the Mortgage Loans in each Loan
Group and in the aggregate.
MORTGAGE NOTE: The original executed note or other evidence of
the
indebtedness of a Mortgagor under a
Mortgage Loan.
MORTGAGE RATE: The annual rate of interest borne by a Mortgage
Note
from time to time MINUS any interest
premium if the applicable Mortgage Note
relates to a Lender PMI Loan, if any.
MORTGAGED PROPERTY: The underlying property securing a Mortgage
Loan.
MORTGAGOR: The obligors on a Mortgage Note.
NET PREPAYMENT INTEREST SHORTFALL: For any Distribution Date and
Loan
Group, the EXCESS OF the Prepayment
Interest Shortfalls for such Loan Group for
such Distribution Date OVER the SUM OF (i)
the Compensating Interest for such
Loan Group and Distribution Date and (ii)
the EXCESS OF the Compensating
Interest for the other Loan Group over the
Prepayment Interest Shortfalls for
such other Loan Group.
NET WAC CAP: Any of the Group I Net WAC Cap, the Group II Net WAC
Cap
or the Subordinated Net WAC Cap, as the
context requires.
NET WAC CAP CARRY FORWARD AMOUNT: For any Class of Certificates and
any
Distribution Date, an amount equal to the
aggregate amount of Net WAC Shortfall
for such Class on that Distribution Date
(to the extent not covered by payments
from the Excess Reserve Fund Account) PLUS
any unpaid Net WAC Shortfall for such
Class from prior Distribution Dates (and
interest accrued thereon at the then
applicable Pass-Through Rate on that Class
of Certificates, without giving
effect to the applicable Net WAC Cap).
NET WAC CAP PAYMENT: For any Distribution Date, any Net WAC Cap
Carry
Forward Amount for that Distribution Date
MINUS the amount of payments received
under the applicable Cap Contract and
applied to the payment of the Net WAC Cap
Carry Forward Amount for that Distribution
Date.
NET WAC SHORTFALL: For any Class of Class A and Subordinated
Certificates and any Distribution Date on
which the Pass-Through Rate for that
Class is the related Net WAC Cap, an amount
equal to excess of (x) the amount of
interest such Class of Certificates would
have accrued for such Distribution
Date had such Pass-Through Rate not been
limited by the related Net WAC Cap over
(y) the amount of interest such Class of
Certificates accrued for such
Distribution Date at the related Net WAC
Cap.
NIM INSURER: Any insurer guarantying at the request of the
Seller
certain payments under the NIM Notes.
NIM NOTES: Net interest margin securities, if any, which are
secured by
the cash flow on the Class C and/or Class P
Certificates.
NONRECOVERABLE ADVANCE: Any portion of an Advance previously made
or
proposed to be made by the Master Servicer,
that, in the good faith judgment of
the Master Servicer, will not be ultimately
recoverable by the Master Servicer
from the related Mortgagor, related
Liquidation Proceeds or otherwise from
collections related to the Mortgage
Loan.
NOTICE OF FINAL DISTRIBUTION: The notice to be provided pursuant
to
Section 9.02 to the effect that final
distribution on any of the Certificates
shall be made only on its presentation and
surrender.
NOTIONAL AMOUNT: With respect to the Class C Certificates and
any
Distribution Date, the aggregate
Uncertificated Balance of the REMIC II Regular
Interests (other than REMIC II Regular
Interest II-LTP) immediately prior to
Distribution Date.
OFFERED CERTIFICATES: As specified in the Preliminary
Statement.
OFFICER'S CERTIFICATE: A certificate (i) signed by the Chairman of
the
Board, the Vice Chairman of the Board, the
President, a Managing Director, a
Vice President (however denominated), an
Assistant Vice President, the
Treasurer, the Secretary, or one of the
Assistant Treasurers or Assistant
Secretaries of the Depositor or the Master
Servicer, or (ii) if provided for in
this Agreement, signed by a Servicing
Officer, as the case may be, and delivered
to the Depositor and the Trustee as
required by this Agreement.
OPINION OF COUNSEL: For the interpretation or application of the
REMIC
Provisions, counsel must (i) in fact be
independent of the Depositor and the
Master Servicer, (ii) not have any direct
financial interest in the Depositor or
the Master Servicer or in any affiliate of
either, and (iii) not be connected
with the Depositor or the Master Servicer
as an officer, employee, promoter,
underwriter, trustee, partner, director, or
person performing similar functions.
Otherwise, Opinion of Counsel is a written
opinion of counsel, who may be
counsel for the Depositor or the Master
Servicer, including in-house counsel,
reasonably acceptable to the Trustee.
OPTIONAL TERMINATION: The termination of the Trust Fund created
hereunder in connection with the purchase
of the Mortgage Loans pursuant to
Section 9.01(a).
OPTIONAL TERMINATION DATE: The Distribution Date following the last
day
of the related Remittance Period on which
the aggregate Stated Principal Balance
of the Mortgage Loans and any REO Property
declines to less than 10% of the sum
of (i) the aggregate Stated Principal
Balance of the Closing Date Mortgage Loans
as of the Cut-off Date and (ii) the sum of
aggregate Stated Principal Balances
of the Subsequent Mortgage Loans as of the
related Subsequent Cut-off Dates.
ORIGINAL GROUP I PRE-FUNDED AMOUNT: The amount deposited by the
Depositor in the Group I Pre-Funding
Account on the Closing Date, which amount
is $108,198,423.
ORIGINAL GROUP II PRE-FUNDED AMOUNT. The amount deposited by
the
Depositor in the Group II Pre-Funding
Account on the Closing Date, which amount
is $107,016,208.
ORIGINAL PRE-FUNDED AMOUNTS: The Original Group I Pre-Funded Amount
and
the Original Group II Pre-Funded Amount, as
applicable.
OTS: The Office of Thrift Supervision.
OUTSTANDING: For the Certificates as of any date of determination,
all
Certificates theretofore executed and
authenticated under this Agreement except:
(i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which
other Certificates have been executed and delivered by the
Trustee
pursuant to this Agreement.
OUTSTANDING MORTGAGE LOAN: As of any Due Date, a Mortgage Loan with
a
Stated Principal Balance greater than zero
that was not the subject of a
Principal Prepayment in Full before the Due
Date or during the Prepayment Period
related to that Due Date and that did not
become a Liquidated Mortgage Loan
before the Due Date.
OVERCOLLATERALIZATION AMOUNT: For any Distribution Date, the EXCESS
OF
(a) the
aggregate Stated Principal Balance of the Mortgage Loans as of
the preceding Due Date plus any amounts on
deposit in the Pre-Funding Accounts
(exclusive of any investment income
therein) OVER
(b) the Class Certificate Balance of the Class A and
Subordinated
Certificates and the Class P Certificates
as of that date (assuming the payment
of 100% of the Principal Remittance Amount
on those Certificates on that
Distribution Date).
OVERCOLLATERALIZATION DEFICIENCY: For any Distribution Date, the
EXCESS
of (a) the Overcollateralization Target
Amount applicable to such Distribution
Date OVER (b) the Overcollateralization
Amount applicable to such Distribution
Date.
OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any
Distribution
Date, (i) before the Stepdown Date, an
amount equal to 1.800% of the sum of the
Cut-off Date Principal Balance of the
Closing Date Mortgage Loans plus the
Original Pre-Funded Amounts; (ii) on or
after the Stepdown Date and provided
that a Trigger Event is not in effect, an
amount equal to the GREATER OF (x)
3.60% of the then current aggregate
outstanding principal balance of the
Mortgage Loans as of the last day of the
related Remittance Period (after giving
effect to Scheduled Payments of principal
due during the related Remittance
Period to the extent received or advanced
and Principal Prepayments received
during the Prepayment Period related to
such Distribution Date) and (y)
$4,250,000; or (iii) if a Trigger Event is
in effect, the Overcollateralization
Target Amount for the immediately preceding
Distribution Date.
OWNERSHIP INTEREST: As to any Residual Certificate, any
ownership
interest in the Certificate, including any
interest in the Certificate as its
Holder and any other interest therein,
whether direct or indirect, legal or
beneficial.
PASS-THROUGH MARGIN: For the Interest Accrual Period for each
Distribution Date on or before the Optional
Termination Date and: the Class
A-I-1 Certificates, 2.680%; the Class
A-II-1 Certificates, 2.490%; the Class
A-II-2 Certificates, 2.660%; the Class
A-II-3 Certificates, 2.850%; the Class
M-1 Certificates, 3.000%; the Class M-2
Certificates, 3.050%; the Class M-3
Certificates, 3.100%; the Class M-4
Certificates, 5.000%; the Class M-5
Certificates, 3.500%; the Class M-6
Certificates, 3.750%; the Class M-7
Certificates, 4.400%; the Class M-8
Certificates, 4.500%; the Class M-9
Certificates, 5.800%; the Class M-10
Certificates, 5.800%; and the Class M-11
Certificates, 5.800%. For the Interest
Accrual Period for each Distribution Date
after the Optional Termination Date, the
Pass-Through Margin for the Class
A-I-1, Class A-II-1, Class A-II-2 and Class
A-II-3 Certificates shall be 2 times
their initial margin and the Pass-Through
Margin for each Class of Subordinated
Certificates shall be 1.5 times its initial
margin.
PASS-THROUGH RATE: With respect to any Class of Class A
Certificates or
Subordinated Certificates and any
Distribution Date, the LEAST OF (x) LIBOR plus
the related Pass-Through Margin for such
Distribution Date, (y) the related Net
WAC Cap for such Distribution Date and (z)
the related Maximum Cap for such
Distribution Date.
With respect to the Class C Certificates and any Distribution Date,
a
rate per annum equal to the percentage
equivalent of a fraction, the numerator
of which is the sum of the amounts
calculated pursuant to clauses (A) through
(Q) below, and the denominator of which is
the aggregate Uncertificated Balance
of REMIC II Regular Interest II-LTAI1,
REMIC II Regular Interest II-LTAII1,
REMIC II Regular Interest II-LTAII2, REMIC
II Regular Interest II-LTAII3, REMIC
II Regular Interest II-LTM1, REMIC II
Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11 and REMIC II
Regular Interest II-LTZZ. For purposes of
calculating the Pass-Through Rate for
the Class C Certificates, the numerator is
equal to the sum of the following
components:
(A) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAA
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTAA;
(B) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAI1
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTAI1;
(C) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII1 MINUS the Marker Rate, applied to
an amount equal to the
Uncertificated Balance of REMIC II Regular
Interest II-LTAII1;
(D) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII2 MINUS the Marker Rate, applied to
an amount equal to the
Uncertificated Balance of REMIC II Regular
Interest II-LTAII2;
(E) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII3 MINUS the Marker Rate, applied to
an amount equal to the
Uncertificated Balance of REMIC II Regular
Interest II-LTAII3;
(F) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM1
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM1;
(G) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM2
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM2;
(H) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM3
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM3;
(I) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM4
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM4;
(J) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM5
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM5;
(K) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM6
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM6;
(L) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM7
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM7;
(M) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM8
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM8;
(N) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM9
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM9;
(O) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM10
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM10;
(P) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTM11
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM11;
and
(Q) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTZZ
MINUS the Marker Rate, applied to an amount
equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTZZ.
PERCENTAGE
INTEREST: As to any Certificate, the percentage interest
evidenced thereby in distributions required
to be made on the related Class,
such percentage interest being stated on
its face or equal to the percentage
obtained by dividing the Denomination of
the Certificate by the aggregate of the
Denominations of all Certificates of the
same Class.
PERFORMANCE LOAN: Mortgage Loans that provide borrowers the
potential
of margin reduction for good payment
history. If, at the time of evaluation, the
related borrower has made scheduled
payments in full since the origination of
the loan with a maximum of one late payment
(which, however, cannot be in the
month of evaluation), the Mortgage Loan is
eligible for a reduction (ranging
from 0.50% to 1.00%) in the margin used to
calculate the Mortgage Rate.
PERIODIC RATE CAP: As to any adjustable-rate Mortgage Loan and
any
Adjustment Date, the maximum percentage
increase or decrease to the related
Mortgage Rate on the Adjustment Date, as
specified in the related Mortgage Note.
PERMITTED INVESTMENTS: At any time, any of the following:
(i)
obligations of the United States or any agency thereof backed by
the
full faith and credit of the United
States;
(ii) general
obligations of or obligations guaranteed by any state of the
United States or the District of Columbia
receiving the highest long-term debt
rating of each Rating Agency, or any lower
rating that will not result in the
downgrading or withdrawal of the ratings
then assigned to the Certificates by
the Rating Agencies, as evidenced by a
signed writing delivered by each Rating
Agency;
(iii) commercial or
finance company paper that is then receiving the highest
commercial or finance company paper rating
of each Rating Agency, or any lower
rating that will not result in the
downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating
Agencies, as evidenced by a signed
writing delivered by each Rating
Agency;
(iv)
certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository
institution or trust company incorporated
under the laws of the United States or of
any state thereof and subject to
supervision and examination by federal or
state banking authorities; provided,
that the commercial paper or long-term
unsecured debt obligations of the
depository institution or trust company (or
in the case of the principal
depository institution in a holding company
system, the commercial paper or
long-term unsecured debt obligations of the
holding company, but only if Moody's
is not a Rating Agency) are then rated one
of the two highest long-term and the
highest short-term ratings of each Rating
Agency for the securities, or any
lower rating that will not result in the
downgrading or withdrawal of the
ratings then assigned to the Certificates
by the Rating Agencies, as evidenced
by a signed writing delivered by each
Rating Agency;
(v) demand
or time deposits or certificates of deposit issued by any bank
or trust company or savings institution to
the extent that the deposits are
fully insured by the FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance
company, or other corporation acceptable to
the Rating Agencies at the time of
the issuance of the agreements, as
evidenced by a signed writing delivered by
each Rating Agency;
(vii) repurchase
obligations with respect to any security described in
clauses (i) and (ii) above, in either case
entered into with a depository
institution or trust company (acting as
principal) described in clause (iv)
above; provided, that such repurchase
obligation would be accounted for as a
financing arrangement under generally
accepted accounting principles;
(viii) securities (other
than stripped bonds, stripped coupons, or
instruments sold at a purchase price in
excess of 115% of their face amount)
bearing interest or sold at a discount,
issued by any corporation incorporated
under the laws of the United States or any
state thereof that, at the time of
the investment, have one of the two highest
ratings of each Rating Agency
(except that if the Rating Agency is
Moody's, the rating shall be the highest
commercial paper rating of Moody's for the
securities), or any lower rating that
will not result in the downgrading or
withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as
evidenced by a signed writing
delivered by each Rating Agency;
(ix) units of a
taxable money-market portfolio having the highest rating
assigned by each Rating Agency and
restricted to obligations issued or
guaranteed by the United States of America
or entities whose obligations are
backed by the full faith and credit of the
United States of America and
repurchase agreements collateralized by
such obligations; and
(x) any
other investments bearing interest or sold at a discount
acceptable to the Rating Agencies that will
not result in the downgrading or
withdrawal of the ratings then assigned to
the Certificates by the Rating
Agencies, as evidenced by a signed writing
delivered by each Rating Agency.
No Permitted Investment may (i) evidence
the right to receive interest only
payments with respect to the obligations
underlying the instrument, (ii) be sold
or disposed of before its maturity or (iii)
be any obligation of the Seller or
any of its Affiliates. Any Permitted
Investment shall be relatively risk free
and no options or voting rights shall be
exercised with respect to any Permitted
Investment. Any Permitted Investment shall
be sold or disposed of in accordance
with Statement of Financial Accounting
Standards No. 140, paragraph 35c(6), in
effect as of the Closing Date.
PERMITTED TRANSFEREE: Any Person other than
(i) the
United States, any State or political subdivision thereof, or
any
agency or instrumentality of any of the
foregoing;
(ii) a foreign
government, International Organization, or any agency or
instrumentality of either of the
foregoing;
(iii) an organization
(except certain farmers' cooperatives described in
Section 521 of the Code) that is exempt
from tax imposed by Chapter 1 of the
Code (including the tax imposed by Section
511 of the Code on unrelated business
taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of
the Code) with respect to any Residual
Certificate;
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the Code;
(v) an
"electing large partnership" as defined in Section 775 of the
Code;
(v) a
Person that is not a U.S. Person; and
(vi) any other
Person so designated by the Depositor based on an Opinion of
Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to
the Person may cause any REMIC created
under this Agreement to fail to qualify
as a REMIC at any time that the
Certificates are outstanding.
The terms "UNITED STATES," "STATE," and "INTERNATIONAL
ORGANIZATION"
have the meanings in Section 7701 of the
Code or successor provisions. A
corporation will not be treated as an
instrumentality of the United States or of
any State or political subdivision thereof
for these purposes if all of its
activities are subject to tax and, with the
exception of the FHLMC, a majority
of its board of directors is not selected
by such government unit.
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.
POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate of the Stated Principal Balances
of the Outstanding Mortgage Loans on
the last day of the related Remittance
Period.
PRE-FUNDING ACCOUNTS: The Group I Pre-Funding Account and the Group
II
Pre-Funding Account, as applicable.
PREPAYMENT CHARGE: As to a Mortgage Loan, any charge paid by a
Mortgagor in connection with certain
partial prepayments and all prepayments in
full made within the related Prepayment
Charge Period, the Prepayment Charges
with respect to each applicable Mortgage
Loan so held by the Trust Fund being
identified in the Prepayment Charge
Schedule.
PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan, the period of
time
during which a Prepayment Charge may be
imposed.
PREPAYMENT CHARGE SCHEDULE: As of any date, the list of
Prepayment
Charges included in the Trust Fund on that
date (including the prepayment charge
summary attached thereto). The Prepayment
Charge Schedule shall contain the
following information with respect to each
Prepayment Charge:
(i) the Mortgage Loan account number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination in which the related Mortgaged
Property is located;
(iv) the first date on which a Monthly Payment is or was due
under
the related Mortgage Note;
(v) the term of the Prepayment Charge;
(vi) the original principal amount of the related Mortgage
Loan;
and
(v) the Cut-off Date Principal Balance or Subsequent Cut-off
Date
Principal Balance, as applicable, of the related Mortgage Loan.
The Prepayment Charge Schedule shall be amended from time to time
by
the Master Servicer in accordance with this
Agreement and a copy of the amended
schedule shall be delivered to the NIM
Insurer.
PREPAYMENT INTEREST EXCESS: As to any Principal Prepayment received
by
the Master Servicer on a Mortgage Loan from
the first day through the fifteenth
day of any calendar month other than June
2005, all amounts paid by the related
Mortgagor in respect of interest on such
Principal Prepayment. All Prepayment
Interest Excess shall be retained by the
Master Servicer as additional master
servicing compensation.
PREPAYMENT INTEREST SHORTFALL: As to any Distribution Date,
Mortgage
Loan and Principal Prepayment received on
or after the sixteenth day of the
month preceding the month of such
Distribution Date (or, in the case of the
first Distribution Date, on or after June
1, 2005) and on or before the last day
of the month preceding the month of such
Distribution Date, the amount, if any,
by which one month's interest at the
related Mortgage Rate, net of the Master
Servicing Fee Rate, on such Principal
Prepayment exceeds the amount of interest
paid in connection with such Principal
Prepayment.
PREPAYMENT PERIOD: As to any Distribution Date and related Due
Date,
the period from and including the 16th day
of the month immediately prior to the
month of such Distribution Date (or, in the
case of the first Distribution Date,
on June 1, 2005) to and including the 15th
day of the month of such Distribution
Date.
PRIMARY INSURANCE POLICY: Each policy of primary mortgage
guaranty
insurance or any replacement policy
therefor with respect to any Mortgage Loan.
PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the SUM
OF
(i) the Basic Principal Distribution Amount
for the Distribution Date and (ii)
the Extra Principal Distribution Amount for
the Distribution Date.
PRINCIPAL PREPAYMENT: Any payment of principal by a Mortgagor on
a
Mortgage Loan (including the Purchase Price
of any modified Mortgage Loan
purchased pursuant to Section 3.12(c)) that
is received in advance of its
scheduled Due Date and is not accompanied
by an amount representing scheduled
interest due on any date in any month after
the month of prepayment. The Master
Servicer shall apply partial Principal
Prepayments in accordance with the
related Mortgage Note.
PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by
a
Mortgagor of the entire principal balance
of a Mortgage Loan.
PRINCIPAL REMITTANCE AMOUNT: For any Distribution Date and Loan
Group,
the SUM OF the following amounts (without
duplication) with respect to the
Mortgage Loans in such Loan Group:
(i) the principal portion of previously undistributed Scheduled
Payments due after the Cut-off Date and by
the Due Date occurring in the related
Remittance Period that were not the subject
of a previous Advance and were
received by the Master Servicer before the
related Determination Date or were
part of the Advance for the Determination
Date,
(ii) each Principal Prepayment received by the Master Servicer
during
the related Prepayment Period,
(iii) the Liquidation Proceeds on the Mortgage Loans allocable
to
principal and Subsequent Recoveries
actually collected by the Master Servicer
during the preceding calendar month,
(iv) the principal portion of the purchase price with respect to
each
Deleted Mortgage Loan, the repurchase
obligation for which arose during the
preceding calendar month and that was
repurchased before the related
Distribution Account Deposit Date,
(v) the principal portion of any Substitution Adjustment Amounts
in
connection with a substitution of a
Mortgage Loan as of the Distribution Date
and
(vi) the proceeds received with respect to the termination of the
Trust
Fund (to the extent such proceeds relate to
principal).
PRIVATE CERTIFICATES: As specified in the Preliminary
Statement.
PROSPECTUS SUPPLEMENT: The Prospectus Supplement dated June 14,
2005
relating to the Offered Certificates.
PUD: Planned Unit Development.
PURCHASE PRICE: For any Mortgage Loan required to be purchased by
the
Seller pursuant to Section 2.01, 2.02, 2.03
or 2.05 or purchased by the Master
Servicer pursuant to Section 3.12, the SUM
OF
(i) 100% of the unpaid
principal balance of the Mortgage Loan on the
date of the purchase;
(ii) accrued interest on the Mortgage Loan at the applicable
Mortgage
Rate (or at the applicable Adjusted
Mortgage Rate if (x) the purchaser is the
Master Servicer or (y) if the purchaser is
the Seller and the Seller is the
Master Servicer) from the date through
which interest was last paid by the
Mortgagor to the Due Date in the month in
which the Purchase Price is to be
distributed to Certificateholders, net of
any unreimbursed Advances made by the
Master Servicer on the Mortgage Loan;
and
(iii) any costs and damages incurred by the Trust Fund in
connection
with any violation by the Mortgage Loan of
any predatory or abusive lending law.
If the Mortgage Loan is a Mortgage Loan to
be repurchased pursuant to Section
3.12, the interest component of the
Purchase Price shall be computed (i) on the
basis of the applicable Adjusted Mortgage
Rate before giving effect to the
related modification and (ii) from the date
to which interest was last paid to
the date on which the Mortgage Loan is
assigned to the Master Servicer pursuant
to Section 3.12(c).
QUALIFIED INSURER: A mortgage guaranty insurance company duly
qualified
as such under the laws of the state of its
principal place of business and each
state having jurisdiction over the insurer
in connection with the insurance
policy issued by the insurer, duly
authorized and licensed in such states to
transact a mortgage guaranty insurance
business in such states and to write the
insurance provided by the insurance policy
issued by it, approved as a FNMA- or
FHLMC-approved mortgage insurer or having a
claims paying ability rating of at
least "AA" or an equivalent rating by a
nationally recognized statistical rating
organization. Any replacement insurer with
respect to a Mortgage Loan must have
at least as high a claims paying ability
rating as the insurer it replaces had
on the Closing Date.
RATED FINAL MATURITY DATE: With respect to the Class A-II-1
Certificates and subject to the prepayment
assumptions set forth in "Yield,
Prepayment and Maturity Considerations-
Structuring Assumptions" in the
Prospectus Supplement, March 25, 2015.
RATING AGENCY: Each of the Rating Agencies specified in the
Preliminary
Statement. If any of them or a successor is
no longer in existence, "RATING
AGENCY" shall be the nationally recognized
statistical rating organization, or
other comparable Person, designated by the
Depositor, notice of which
designation shall be given to the Trustee.
References to a given rating or
rating category of a Rating Agency means
the rating category without giving
effect to any modifiers.
REALIZED LOSS: The excess of the Stated Principal Balance of a
defaulted Mortgage Loan over the net
Liquidation Proceeds with respect thereto
that are allocated to the principal balance
of such Mortgage Loan. 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 by such Subsequent Recoveries.
RECORD DATE: For the Class A and Subordinated Certificates held
in
book-entry form, the close of business on
the Business Day before the related
Distribution Date. For any Definitive
Certificate, the close of business on the
last Business Day of the month preceding
the month of the related Distribution
Date.
REFERENCE BANK: As defined in Section 4.07.
REFINANCE LOAN: Any Mortgage Loan the proceeds of which are used
to
refinance an existing Mortgage Loan.
REGULAR CERTIFICATES: Any Class A, Class M, Class C or Class P
Certificate.
RELIEF ACT: The
Servicemembers Civil Relief Act.
RELIEF ACT INTEREST SHORTFALL: With respect to any Distribution
Date
and any Mortgage Loan as to which there has
been a reduction in the amount of
interest collectible thereon for the most
recently ended calendar month as a
result of the application of the Relief Act
or similar state laws, the amount,
if any, by which (i) interest collectible
on such Mortgage Loan for the most
recently ended calendar month is less than
(ii) interest accrued thereon for
such month pursuant to the Mortgage
Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning
of Section 860D of the Code.
REMIC I: The segregated pool of assets subject hereto, constituting
the
primary trust created hereby and to be
administered hereunder, with respect to
which a REMIC election is to be made,
consisting of: (i) such Mortgage Loans and
Prepayment Charges as from time to time are
subject to this Agreement, together
with the Mortgage Files relating thereto,
and together with all collections
thereon and proceeds thereof, (ii) any REO
Property, together with all
collections thereon and proceeds thereof,
(iii) the Trustee's rights with
respect to the Mortgage Loans under all
insurance policies, required to be
maintained pursuant to this Agreement and
any proceeds thereof, (iv) the
Depositor's rights under this Agreement
(including any security interest created
thereby) to the extent conveyed pursuant to
Section 2.01 and (v) the Collection
Account, the Distribution Account and such
assets that are deposited therein
from time to time and any investments
thereof, together with any and all income,
proceeds and payments with respect thereto.
Notwithstanding the foregoing,
however, REMIC I specifically excludes the
Pre-Funding Accounts, any Subsequent
Mortgage Loan Interest, the Excess Reserve
Fund Account, the Interest Coverage
Account, the Cap Contracts, all payments
and other collections of principal and
interest due on the Mortgage Loans on or
before the Cut-off Date and all
Prepayment Charges payable in connection
with Principal Prepayments made before
the Cut-off Date.
REMIC I REGULAR INTEREST: Any of the separate non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
regular interest in REMIC I. Each REMIC I
Regular Interest shall accrue interest
at the related REMIC I Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions
hereof, in an aggregate amount equal to its
initial Uncertificated Balance as
set forth in the Preliminary Statement
hereto.
REMIC I REGULAR INTEREST I-LT1: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT1 shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LT1PF: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT1PF shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LT2: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT2 shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LT2PF: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LT2PF shall accrue
interest at the related REMIC I Remittance
Rate in effect from time to time, and
shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC I REGULAR INTEREST I-LTP: One of the separate
non-certificated
beneficial ownership interests in REMIC I
issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I
Regular Interest I-LTP shall be entitled to
distributions of principal, subject to the
terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC I REMITTANCE RATE: With respect to REMIC I Regular Interest
I-LT1
and (i) for the first and second
Distribution Dates, the weighted average of the
Adjusted Net Mortgage Rates of the Initial
Group I Mortgage Loans and (ii)
thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group
I Mortgage Loans. With respect to REMIC I
Regular Interest I-LT2, and (i) for
the first and second Distribution Dates,
the weighted average of the Adjusted
Net Mortgage Rates of the Initial Group II
Mortgage Loans and (ii) thereafter,
the weighted average of the Adjusted Net
Mortgage Rates of the Group II Mortgage
Loans. With respect to REMIC I Regular
Interest I-LT1PF and (i) the first and
second Distribution Dates, 0.000% and (ii)
thereafter, the weighted average of
the Adjusted Net Mortgage Rates of the
Group I Mortgage Loans. With respect to
REMIC I Regular Interest I-LT2PF and (i)
the first and second Distribution
Dates, 0.000% and (ii) thereafter, the
weighted average of the Adjusted Net
Mortgage Rates of the Group II Mortgage
Loans.
REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount (subject to
adjustment based on the actual number
of days elapsed in the respective Interest
Accrual Periods for the indicated
Regular Interests for such Distribution
Date) equal to (a) the product of (i)
50% of the aggregate Stated Principal
Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the
REMIC II Remittance Rate for REMIC II
Regular Interest II-LTAA minus the Marker
Rate, divided by (b) 12.
REMIC II MARKER ALLOCATION PERCENTAGE: 50% of any amount payable
or
loss attributable from the Mortgage Loans,
which shall be allocated to REMIC II
Regular Interest II-LTAA, REMIC II Regular
Interest II-LTAI1, REMIC II Regular
Interest II-LTAII1, REMIC II Regular
Interest II-LTAII2, REMIC II Regular
Interest II-LTAII3, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest
II-LTM11, REMIC II Regular Interest II-LTZZ
and REMIC II Regular Interest
II-LTP.
REMIC II OVERCOLLATERALIZATION TARGET AMOUNT: 0.50% of the
Overcollateralization Target Amount.
REMIC II OVERCOLLATERALIZED AMOUNT: With respect to any date of
determination, (i) 0.50% of the aggregate
Uncertificated Balance of the REMIC II
Regular Interests MINUS (ii) the aggregate
Uncertificated Balance of REMIC II
Regular Interest II-LTAI1, REMIC II Regular
Interest II-LTAII1, REMIC II Regular
Interest II-LTAII2, REMIC II Regular
Interest II-LTAII3, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular
Interest II-LTM10, REMIC II Regular
Interest II-LTM11 and REMIC II Regular
Interest II-LTP, in each case as of such
date of determination.
REMIC II
PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the
product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage
Loans and REO Properties then
outstanding and (ii) one (1) minus a
fraction, the numerator of which is two (2)
times the aggregate Uncertificated Balance
of REMIC II Regular Interest
II-LTAI1, REMIC II Regular Interest
II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest
II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10 and REMIC II Regular Interest
II-LTM11 and the denominator of which is
the aggregate Uncertificated Balance of
REMIC II Regular Interest II-LTAI1,
REMIC II Regular Interest II-LTAII1, REMIC
II Regular Interest II-LTAII2, REMIC
II Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II
Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular
Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II
Regular Interest II-LTM11 and REMIC II
Regular Interest II-LTZZ.
REMIC II REGULAR INTEREST: Any of the separate non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
regular interest in REMIC II. Each REMIC II
Regular Interest shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II
REGULAR INTEREST II-LT1GRP: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LT1GRP shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LT1SUB: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LT1SUB shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LT2GRP: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LT2GRP shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LT2SUB: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LT2SUB shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTAA: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTAA shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTAI1: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest II-LTAI1
shall accrue interest at the related REMIC
II Remittance Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTAII1: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LTAII1 shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTAII2: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LTAII2 shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTAII3: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest
II-LTAII3 shall accrue interest at the
related REMIC II Remittance Rate in
effect from time to time, and shall be
entitled to distributions of principal,
subject to the terms and conditions hereof,
in an aggregate amount equal to its
initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTM1: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM1 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM2: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM2 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM3: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM3 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM4: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM4 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM5: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM5 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM6: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM6 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM7: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM7 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM8: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM8 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM9: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTM9 shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTM10: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest II-LTM10
shall accrue interest at the related REMIC
II Remittance Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTM11: One of the separate
non-certificated beneficial ownership
interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC
II. REMIC II Regular Interest II-LTM11
shall accrue interest at the related REMIC
II Remittance Rate in effect from
time to time, and shall be entitled to
distributions of principal, subject to
the terms and conditions hereof, in an
aggregate amount equal to its initial
Uncertificated Balance as set forth in the
Preliminary Statement hereto.
REMIC II REGULAR INTEREST II-LTP: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTP shall be entitled
to any Prepayment Charges collected by the
Master Servicer and to a distribution
of principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance
as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTXX: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTXX shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REGULAR INTEREST II-LTZZ: One of the separate
non-certificated
beneficial ownership interests in REMIC II
issued hereunder and designated as a
Regular Interest in REMIC II. REMIC II
Regular Interest II-LTZZ shall accrue
interest at the related REMIC II Remittance
Rate in effect from time to time,
and shall be entitled to distributions of
principal, subject to the terms and
conditions hereof, in an aggregate amount
equal to its initial Uncertificated
Balance as set forth in the Preliminary
Statement hereto.
REMIC II REMITTANCE RATE: With respect to REMIC II Regular
Interest
II-LTAA, REMIC II Regular Interest
II-LTAI1, REMIC II Regular Interest
II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest
II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTM11,
REMIC II Regular Interest II-LTZZ, REMIC II
Regular Interest II-LT1SUB, REMIC II
Regular Interest II-LT2SUB and REMIC II
Regular Interest II-LTXX, the weighted
average of the REMIC I Remittance Rate on
the REMIC I Regular Interests,
weighted on the basis of the Uncertificated
Balance of each such REMIC I Regular
Interest. With respect to REMIC II Regular
Interest II-LT1GRP, the weighted
average of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT1 and
REMIC I Regular Interest I-LT1PF, weighted
on the basis of the Uncertificated
Balance of each such REMIC I Regular
Interest. With respect REMIC II Regular
Interest II-LT2GRP, the weighted average of
the REMIC I Remittance Rate on REMIC
I Regular Interest I-LT2 and REMIC I
Regular Interest I-LT2PF, weighted on the
basis of the Uncertificated Balance of each
such REMIC I Regular Interest.
REMIC II SUB WAC ALLOCATION PERCENTAGE: 50% of any amount payable
from
or loss attributable to the Mortgage Loans,
which shall be allocated to REMIC II
Regular Interest II-LT1SUB, REMIC II
Regular Interest II-LT1GRP, REMIC II
Regular Interest II-LT2SUB, REMIC II
Regular Interest II-LT2GRP and REMIC II
Regular Interest II-LTXX.
REMIC II SUBORDINATED BALANCE RATIO: The ratio between the
Uncertificated Balances of each REMIC II
Regular Interest ending with the
designation "SUB", equal to the ratio
between, with respect to each such REMIC
II Regular Interest, the excess of (x) the
aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan
Group over (y) the current Certificate
Principal Balance of Class A Certificates
in the related Loan Group.
REMIC III: The segregated pool of assets consisting of all of the
REMIC
II Regular Interests conveyed in trust to
the Trustee, for the benefit of the
Holders of the Regular Certificates and the
Class R Certificate (in respect of
the Class R-III Interest), pursuant to
Article II hereunder, and all amounts
deposited therein, with respect to which a
separate REMIC election is to be
made.
REMIC III CERTIFICATE: Any Regular Certificate or Class R
Certificate.
REMIC PROVISIONS: Provisions of the federal income tax law relating
to
REMICs, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1
of the Code, and related provisions, and
regulations promulgated thereunder, as
the foregoing may be in effect from time to
time as well as provisions of
applicable state laws.
REMIC REGULAR INTEREST: Any REMIC I Regular Interest, REMIC II
Regular
Interest or Regular Certificate, as
applicable.
REMIC REMITTANCE RATE: The REMIC I Remittance Rate or the REMIC
II
Remittance Rate, as applicable.
REMITTANCE PERIOD: For any Distribution Date, the period commencing
on
the second day of the month preceding the
month in which the Distribution Date
occurs and ending on the first day of the
month in which the Distribution Date
occurs.
REO PROPERTY: A Mortgaged Property acquired by the Trust Fund
through
foreclosure or deed-in-lieu of foreclosure
in connection with a defaulted
Mortgage Loan.
REQUEST FOR RELEASE: The Request for Release submitted by the
Master
Servicer to the Trustee, substantially in
the form of Exhibits M and N, as
appropriate.
REQUIRED INSURANCE POLICY: For any Mortgage Loan, any insurance
policy
that is required to be maintained from time
to time under this Agreement.
RESIDUAL CERTIFICATES: As specified in the Preliminary
Statement.
RESPONSIBLE OFFICER: When used with respect to the Trustee, any
Vice
President (however denominated), any
Assistant Vice President, any Assistant
Secretary, any Assistant Treasurer, any
Trust Officer or any other officer of
the Trustee customarily performing
functions similar to those performed by any
of the above designated officers who at
such time shall be officers to whom,
with respect to a particular matter, the
matter is referred because of the
officer's knowledge of and familiarity with
the particular subject and who has
direct responsibility for the
administration of this Agreement.
S&P: Standard & Poor's Ratings Services, a division of The
McGraw-Hill
Companies, Inc. If S&P is designated as
a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b)
the address for notices to S&P shall
be Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York
10041, Attention: Mortgage
Surveillance Monitoring, or any other
address that S&P furnishes to the
Depositor and the Master Servicer.
SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage
Loan
allocable to principal or interest on the
Mortgage Loan that, unless otherwise
specified herein, shall give effect to any
related Debt Service Reduction and
any Deficient Valuation that affects the
amount of the monthly payment due on
the Mortgage Loan.
SECURITIES ACT: The Securities Act of 1933, as amended.
SELLER: IndyMac Bank, F.S.B., a federal savings bank, and its
successors and assigns, in its capacity as
seller of the Mortgage Loans to the
Depositor.
SENIOR ENHANCEMENT PERCENTAGE: For any Distribution Date, the
Credit
Enhancement Percentage for the Class A
Certificates.
SERVICING ACCOUNT: The separate Eligible Account or Accounts
created
and maintained pursuant to Section
3.06(b).
SERVICING ADVANCES: All customary, reasonable, and necessary "out
of
pocket" costs and expenses incurred in the
performance by the Master Servicer of
its servicing obligations, including the
cost of:
(i)
(a) the preservation, restoration, and protection of a
Mortgaged Property,
(b) expenses reimbursable to the Master Servicer pursuant to
Section 3.12 and any enforcement or judicial proceedings,
including
foreclosures,
(c) the maintenance and liquidation of any REO Property, and
(d) compliance with the obligations under Section 3.10; and
(ii) reasonable compensation to the Master Servicer or its
affiliates
for acting as broker in connection with the
sale of foreclosed Mortgaged
Properties and for performing certain
default management and other similar
services (including appraisal services) in
connection with the servicing of
defaulted Mortgage Loans. For purposes of
clause (ii), only costs and expenses
incurred in connection with the performance
of activities generally considered
to be outside the scope of customary
servicing or master servicing duties shall
be treated as Servicing Advances.
SERVICING OFFICER: Any officer of the Master Servicer involved in,
or
responsible for, the administration and
servicing of the Mortgage Loans whose
name and facsimile signature appear on a
list of servicing officers furnished to
the Trustee by the Master Servicer on the
Closing Date pursuant to this
Agreement, as the list may from time to
time be amended.
SERVICING STANDARD: That degree of skill and care exercised by
the
Master Servicer with respect to mortgage
loans comparable to the Mortgage Loans
serviced by the Master Servicer for itself
or others.
STARTUP DAY: The Closing Date.
STATED PRINCIPAL BALANCE: As to any Mortgage Loan and Due Date,
the
unpaid principal balance of such Mortgage
Loan as of such Due Date, as specified
in the amortization schedule for such Due
Date (before any adjustment to such
amortization schedule by reason of any
moratorium or similar waiver or grace
period) after giving effect to the sum of:
(i) the payment of principal due on
such Due Date and irrespective of any
delinquency in payment by the related
Mortgagor and (ii) any Liquidation Proceeds
allocable to principal received in
the prior calendar month and any Principal
Prepayments received through the last
day of the related Prepayment Period, in
each case, with respect to such
Mortgage Loan.
STEPDOWN DATE: The earlier to occur of (a) the first Distribution
Date
on which the aggregate Class Certificate
Balance of the Class A Certificates is
reduced to zero, and (b) the later to occur
of (i) the Distribution Date in July
2008 and (ii) the first Distribution Date
on which the Senior Enhancement
Percentage (calculated for this purpose
only after taking into account
distributions of principal on the Mortgage
Loans on the last day of the related
Remittance Period but before any
application of Principal Distribution Amount to
the Certificates) is greater than or equal
to 38.60%.
SUBORDINATED CERTIFICATES: As specified in the Preliminary
Statement.
SUBORDINATED MAXIMUM CAP: For each Class of Subordinated
Certificates
as of any Distribution Date, the WEIGHTED
AVERAGE OF:
(i) the Group I Maximum Cap, weighted on the basis of the
excess of the SUM OF the aggregate Stated Principal Balance of
the
Group I Mortgage Loans as of the opening of business on the first
day
of the related Remittance Period AND any amounts on deposit in
the
Group I Pre-Funding Account (weighted on the basis of the
Stated
Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month) OVER the aggregate Class
Certificate Balance of the Group I Certificates immediately prior
to
that Distribution Date; AND
(ii) the Group II Maximum Cap, weighted on the basis of the
excess of the SUM OF the aggregate Stated Principal Balance of
the
Group II Mortgage Loans as of the opening of business on the first
day
of
the related Remittance Period AND any amounts on deposit in the
Group II Pre-Funding Account (weighted on the basis of the
Stated
Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month) OVER the aggregate Class
Certificate Balance of the Group II Certificates immediately prior
to
that Distribution Date.
SUBORDINATED NET WAC CAP: For each Class of Subordinated
Certificates
as of any Distribution Date, the WEIGHTED
AVERAGE OF:
(i) the Group I Net WAC Cap, weighted on the basis of the
excess of the SUM OF the aggregate Stated Principal Balance of
the
Group I Mortgage Loans as of the opening of business on the first
day
of the related Remittance Period and any amounts on deposit in
the
Group I Pre-Funding Account (weighted on the basis of the
Stated
Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month) OVER the aggregate Class
Certificate Balance of the Group I Certificates immediately prior
to
that Distribution Date; AND
(ii) the Group II Net WAC Cap, weighted on the basis of the
excess of the SUM OF the aggregate Stated Principal Balance of
the
Group II Mortgage Loans as of the opening of business on the first
day
of the related Remittance Period and any amounts on deposit in
the
Group II Pre-Funding Account (weighted on the basis of the
Stated
Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month) OVER the aggregate Class
Certificate Balance of the Group II Certificates immediately prior
to
that Distribution Date.
For federal income tax purposes, the
equivalent of the foregoing shall be
expressed as the weighted average of the
REMIC II Remittance Rate on REMIC II
Regular Interest II-LT1SUB (subject to a
cap and a floor equal to the REMIC II
Remittance Rate on REMIC II Regular
Interest II-LT1GRP) and REMIC II Regular
Interest II-LT2SUB (subject to a cap and a
floor equal to the REMIC II
Remittance Rate on REMIC II Regular
Interest II-LT2GRP), weighted on the basis
of the Uncertificated Balance of each such
REMIC II Regular Interest.
SUBORDINATION REDUCTION AMOUNT: For any Distribution Date, the
LESSER
OF (a) the Excess Overcollateralization
Amount AND (b) the Total Monthly Excess
Spread.
SUBSEQUENT CUT-OFF DATE: As to any Subsequent Mortgage Loans, the
later
of (i) the first day of the month in which
the related Subsequent Transfer Date
occurs or (ii) the date of origination of
such Subsequent Mortgage Loan.
SUBSEQUENT CUT-OFF DATE PRINCIPAL BALANCE: As to any Subsequent
Mortgage Loan, its Stated Principal Balance
as of the close of business on the
applicable Subsequent Cut-off Date.
SUBSEQUENT MORTGAGE LOAN: A Mortgage Loan sold by the Seller to
the
Depositor and the Depositor to the Trust
Fund pursuant to Section 2.07, such
Mortgage Loan being identified on the
Mortgage Loan Schedule attached to a
Subsequent Transfer Instrument.
SUBSEQUENT MORTGAGE LOAN INTEREST: Any amount constituting (i)
a
monthly payment of interest received or
advanced at the Net Mortgage Rate with
respect to a Subsequent Mortgage Loan in
Loan Group I during the Due Periods
relating to the first and second
Distribution Dates in excess of 0.000% per
annum and (ii) a monthly payment of
interest received or advanced at the Net
Mortgage Rate with respect to a Subsequent
Mortgage Loan in Loan Group II during
the Due Periods relating to the first and
second Distribution Dates in excess of
0.000% per annum. The Subsequent Mortgage
Loan Interest shall be distributable
to the Class C Certificates. The Subsequent
Mortgage Loan Interest shall not be
an asset of any REMIC.
SUBSEQUENT RECOVERIES: As to any Distribution Date, with respect to
a
Liquidated Mortgage Loan that resulted in a
Realized Loss in a prior calendar
month, unexpected amounts received by the
Master Servicer (net of any related
expenses permitted to be reimbursed
pursuant to Section 3.09) specifically
related to such Liquidated Mortgage
Loan.
SUBSEQUENT TRANSFER DATE: With respect to each Subsequent
Transfer
Instrument, the date on or before the end
of the Funding Period on which the
related Subsequent Mortgage Loans are sold
to the Trust Fund.
SUBSEQUENT TRANSFER INSTRUMENT: Each Subsequent Transfer
Instrument,
dated as of a Subsequent Transfer Date,
executed by the Trustee and the
Depositor substantially in the form
attached hereto as Exhibit Q, by which
Subsequent Mortgage Loans are transferred
to the Trust Fund.
SUBSERVICER: As defined in Section 3.02(a).
SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted by the Seller
for
a Deleted Mortgage Loan that must, on the
date of substitution, as confirmed in
a Request for Release, substantially in the
form of Exhibit M:
(i) have a Stated Principal Balance, after deduction of the
principal
portion of the Scheduled Payment due in the
month of substitution, not in excess
of, and not more than 10% less than, the
Stated Principal Balance of the Deleted
Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than
1%
per annum higher than, that of the Deleted
Mortgage Loan;
(iii) have a Loan-to-Value Ratio no higher than that of the
Deleted
Mortgage Loan;
(iv) have a Maximum Mortgage Rate not more than 1% per annum
higher
than and not lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan;
(v) have a Margin not more than 1% per annum higher than, and not
lower
than that of the Deleted Mortgage Loan;
(vi) have the same Index and same time period between reset periods
as
that of the Deleted Mortgage Loan;
(vii) have a remaining term to maturity no greater than (and not
more
than one year less than that of) the
Deleted Mortgage Loan;
(viii) not be a cooperative loan;
(ix) comply with each representation and warranty in Section 2.03;
and
(x) satisfy the criteria for inclusion in the applicable Loan
Group.
SUBSTITUTION ADJUSTMENT AMOUNT: As defined in Section 2.03.
TELERATE PAGE 3750: The display page currently so designated by
Moneyline Telerate Information Services,
Inc. (or on any page replacing that
page on that service for the purpose of
displaying London inter-bank offered
rates of major banks).
TOTAL MONTHLY EXCESS SPREAD: For any Distribution Date, the EXCESS
OF
(i) Available Funds during the related
Remittance Period OVER (ii) the SUM OF
the amounts paid to the Certificates on the
Distribution Date pursuant to
Sections 4.02(I)(a) and (b).
TRANSFER: Any direct or indirect transfer or sale of any
Ownership
Interest in a Residual Certificate.
TRIGGER EVENT: A Trigger Event exists if with respect to any
Distribution Date on or after the Stepdown
Date, (A) the QUOTIENT OF (x) the
three month rolling average of the Stated
Principal Balance of 60+ Day
Delinquent Loans as of the preceding
calendar month OVER (y) the Stated
Principal Balance of the Mortgage Loans, as
of the last day of the preceding
calendar month, EQUALS OR EXCEEDS 40.00% of
the Senior Enhancement Percentage
for the Class A Certificates, or (B) a
Cumulative Net Loss Trigger Event is in
effect.
TRUST FUND: The corpus of the trust created under this
Agreement
consisting of:
(i) REMIC I;
(ii) REMIC II;
(iii) REMIC III;
(iv) the Pre-Funding Accounts;
(v) the Interest Coverage Acounts;
(vi) the Cap Contracts; and
(vii) the Excess Reserve Fund Account.
TRUST REMIC: Any of REMIC I, REMIC II or REMIC III.
TRUSTEE:
Deutsche Bank National Trust Company and its successors and,
if a successor trustee is appointed under
this Agreement, such successor.
TRUSTEE FEE: As to each Mortgage Loan and any Distribution Date,
one
month's interest at the related Trustee Fee
Rate on the Stated Principal Balance
of the Mortgage Loan as of the Due Date
occurring in the preceding calendar
month (or, whenever a payment of interest
accompanies a Principal Prepayment in
Full made by the Mortgagor during the
preceding calendar month, interest at the
Trustee Fee Rate on the Stated Principal
Balance of the Mortgage Loan for the
period covered by the payment of interest)
PLUS the aggregate amount on deposit
in the Pre-Funding Accounts as of the Due
Date occurring in the preceding
calendar month (or, in the case of the
initial Distribution Date, as of the
Closing Date).
TRUSTEE FEE RATE: For each Mortgage Loan, the per annum rate
agreed
upon in writing by the Closing Date by the
Trustee and the Depositor.
UNCERTIFICATED
BALANCE: The amount of any REMIC Regular Interest
outstanding as of any date of
determination. As of the Closing Date, the
Uncertificated Balance of each REMIC
Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto
as its initial uncertificated balance.
On each Distribution Date, the
Uncertificated Balance of each REMIC Regular
Interest shall be reduced by all
distributions of principal made on such REMIC
Regular Interest on such Distribution Date
pursuant to Section 4.08 and, if and
to the extent necessary and appropriate,
shall be further reduced on such
Distribution Date by Realized Losses as
provided in Section 4.08. The
Uncertificated Balance of REMIC II Regular
Interest II-LTZZ shall be increased
by interest deferrals as provided in
Section 4.08(a)(1). The Uncertificated
Balance of each REMIC Regular Interest
shall never be less than zero. With
respect to the Class C Certificates as of
any date of determination, an amount
equal to the excess, if any, of (A) the
then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests
over (B) the then aggregate
Certificate Principal Balance of the Class
A Certificates, Subordinated
Certificates and Class P Certificates then
outstanding.
UNCERTIFICATED INTEREST: With respect to any REMIC Regular Interest
for
any Distribution Date, one month's interest
at the REMIC Remittance Rate
applicable to such REMIC Regular Interest
for such Distribution Date, accrued on
the Uncertificated Balance thereof
immediately prior to such Distribution Date.
Uncertificated Interest in respect of any
REMIC Regular Interest shall accrue on
the basis of a 360-day year consisting of
twelve 30-day months. Uncertificated
Interest with respect to each Distribution
Date, as to any REMIC Regular
Interest, shall be reduced by an amount
equal to the sum of (a) the aggregate
Prepayment Interest Shortfalls, if any, for
such Distribution Date to the extent
not covered pursuant to Section 3.15 and
(b) the aggregate amount of any Relief
Act Interest Shortfalls, if any, in each
case in the manner and priority
described below.
For purposes of calculating the amount of Uncertificated Interest
for
the REMIC I Regular Interests for any
Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls (to the
extent not covered by the Master
Servicer pursuant to Section 3.15) and
Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any
Distribution Date shall be allocated
first, (a) with respect to the Group I
Mortgage Loans, to REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest
I-LT1PF, in each case to the extent
of one month's interest at the then
applicable respective REMIC I Remittance
Rate on the respective Uncertificated
Balance of each such REMIC I Regular
Interest; provided, however, that with
respect to the first and second
Distribution Dates, such amounts relating
to the Initial Group I Mortgage Loans
shall be allocated to REMIC I Regular
Interest I-LT1 and such amounts relating
to the Subsequent Group I Mortgage Loans
shall be allocated to REMIC I Regular
Interest I-LT1PF, and (b) with respect to
the Group II Mortgage Loans, to REMIC
I Regular Interest I-LT2 and REMIC I
Regular Interest I-LT2PF, in each case to
the extent of one month's interest at the
then applicable respective REMIC I
Remittance Rate on the respective
Uncertificated Balance of each such REMIC I
Regular Interest; provided, however, that
with respect to the first and second
Distribution Dates, such amounts relating
to the Initial Group I Mortgage Loans
shall be allocated to REMIC I Regular
Interest I-LT2 and such amounts relating
to the Subsequent Group II Mortgage Loans
shall be allocated to REMIC I Regular
Interest I-LT2PF.
For purposes of calculating the amount of Uncertificated Interest
for
the REMIC II Regular Interests for any
Distribution Date:
The REMIC II Marker Allocation Percentage of the aggregate amount
of
any Prepayment Interest Shortfalls (to the
extent not covered by the Master
Servicer pursuant to Section 3.15) and the
REMIC II Marker Allocation Percentage
of any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans
for any Distribution Date shall be
allocated among REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest
II-LTAI1, REMIC II Regular Interest
II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest
II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTM11
and REMIC II Regular Interest II-LTZZ, PRO
RATA, based on, and to the extent of,
one month's interest at the then applicable
respective REMIC II Remittance Rate
on the respective Uncertificated Balance of
each such REMIC II Regular Interest;
and
The REMIC II Sub WAC Allocation Percentage of the aggregate amount
of
any Prepayment Interest Shortfalls (to the
extent not covered by the Master
Servicer pursuant to Section 3.15) and the
REMIC II Sub WAC Allocation
Percentage of any Relief Act Interest
Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date
shall be allocated to Uncertificated
Interest payable to REMIC II Regular
Interest II-LT1SUB, REMIC II Regular
Interest II-LT1GRP, REMIC II Regular
Interest II-LT2SUB, REMIC II Regular
Interest II-LT2GRP and REMIC II Regular
Interest II-LTXX, PRO RATA, based on,
and to the extent of, one month's interest
at the then applicable respective
REMIC II Remittance Rate on the respective
Uncertificated Balance of each such
REMIC II Regular Interest.
In addition, Uncertificated Interest with respect to each
Distribution
Date, as to any REMIC Regular Interest,
shall be reduced by Realized Losses, if
any, allocated to such REMIC Regular
Interest as described above and pursuant to
Section 4.02.
UNDERWRITER'S EXEMPTION: Prohibited Transaction Exemption 2002-41,
67
Fed.Reg. 54487 (2002) (or any successor
thereto), or any substantially similar
administrative exemption granted by the
U.S. Department of Labor.
UNITED STATES
PERSON OR U.S. PERSON:
(i) A citizen or resident of the United States;
(ii) a corporation (or entity treated as a corporation for tax
purposes) created or organized in the
United States or under the laws of the
United States or of any state thereof,
including, for this purpose, the District
of Columbia;
(iii) a partnership (or entity treated as a partnership for tax
purposes) organized in the United States or
under the laws of the United States
or of any state thereof, including, for
this purpose, the District of Columbia
(unless provided otherwise by future
Treasury regulations);
(iv) an estate whose income is includible in gross income for
United
States income tax purposes regardless of
its source; or
(v) a trust, if a court within the United States is able to
exercise
primary supervision over the administration
of the trust and one or more U.S.
Persons have authority to control all
substantial decisions of the trust.
Notwithstanding the last clause of the
preceding sentence, to the extent
provided in Treasury regulations, certain
trusts in existence on August 20,
1996, and treated as U.S. Persons before
that date, may elect to continue to be
U.S. Persons.
UNPAID INTEREST AMOUNTS: As of any Distribution Date and any Class
of
Certificates, the SUM OF
(a) the EXCESS OF
(i) the SUM OF the Accrued Certificate Interest Distribution
Amount for the Distribution Date and any portion of the Accrued
Certificate Interest Distribution Amount from prior Distribution
Dates
remaining unpaid OVER
(ii) the amount in respect of interest on the Class of
Certificates actually distributed on such Distribution Date;
and
(b) interest on that excess for the related
Interest Accrual Period at the
applicable Pass-Through Rate (to the extent
permitted by applicable law).
UNPAID REALIZED LOSS AMOUNT: For any Class of Subordinated
Certificates
and any Distribution Date, is the EXCESS OF
(i) Applied Realized Loss Amounts
for the Class OVER (ii) the SUM OF all
distributions in reduction of Applied
Realized Loss Amounts for the Class on all
previous Distribution Dates and any
reductions applied thereto due to the
receipt of Subsequent Recoveries. Any
amounts distributed to a Class of
Subordinated Certificates with respect to any
Unpaid Realized Loss Amount will not be
applied to reduce the Class Certificate
Balance of the Class.
VOTING RIGHTS: The portion of the voting rights of all of the
Certificates that is allocated to any
Certificate. As of any date of
determination, (a) 1% of all Voting Rights
shall be allocated to any Class C
Certificates and (b) the remaining Voting
Rights shall be allocated among
Holders of the remaining Classes of
Certificates in proportion to the
Certificate Balances of their respective
Certificates on the date (the Voting
Rights to be allocated among the holders of
Certificates of each Class in
accordance with their respective Percentage
Interests).
Section 1.02 RULES OF
CONSTRUCTION.
Except as otherwise expressly provided in this Agreement or unless
the
context clearly requires otherwise:
(a) References to designated articles, sections, subsections,
exhibits,
and other subdivisions of this Agreement,
such as "Section 6.12 (a)," refer to
the designated article, section,
subsection, exhibit, or other subdivision of
this Agreement as a whole and to all
subdivisions of the designated article,
section, subsection, exhibit, or other
subdivision. The words "herein,"
"hereof," "hereto," "hereunder," and other
words of similar import refer to this
Agreement as a whole and not to any
particular article, section, exhibit, or
other subdivision of this Agreement.
(b) Any term that relates to a document or a statute, rule, or
regulation includes any amendments,
modifications, supplements, or any other
changes that may have occurred since the
document, statute, rule, or regulation
came into being, including changes that
occur after the date of this Agreement.
(c) Any party may execute any of the requirements under this
Agreement
either directly or through others, and the
right to cause something to be done
rather than doing it directly shall be
implicit in every requirement under this
Agreement. Unless a provision is restricted
as to time or limited as to
frequency, all provisions under this
Agreement are implicitly available and
things may happen from time to time.
(d) The term "including" and all its variations mean "including but
not
limited to." Except when used in
conjunction with the word "either," the word
"or" is always used inclusively (for
example, the phrase "A or B" means "A or B
or both," not "either A or B but not
both").
(e) A reference to "a [thing]" or "any [of a thing]" does not imply
the
existence or occurrence of the thing
referred to even though not followed by "if
any," and "any [of a thing]" is any of it.
A reference to the plural of anything
as to which there could be either one or
more than one does not imply the
existence of more than one (for instance,
the phrase "the obligors on a note"
means "the obligor or obligors on a note").
"Until [something occurs]" does not
imply that it must occur, and will not be
modified by the word "unless." The
word "due" and the word "payable" are each
used in the sense that the stated
time for payment has passed. The word
"accrued" is used in its accounting sense,
i.e., an amount paid is no longer accrued.
In the calculation of amounts of
things, differences and sums may generally
result in negative numbers, but when
the calculation of the excess of one thing
over another results in zero or a
negative number, the calculation is
disregarded and an "excess" does not exist.
Portions of things may be expressed as
fractions or percentages interchangeably.
(f) All accounting terms used in an accounting context and not
otherwise defined, and accounting terms
partly defined in this Agreement, to the
extent not completely defined, shall be
construed in accordance with generally
accepted accounting principles. To the
extent that the definitions of accounting
terms in this Agreement are inconsistent
with their meanings under generally
accepted accounting principles, the
definitions contained in this Agreement
shall control. Capitalized terms used in
this Agreement without definition that
are defined in the Uniform Commercial Code
are used in this Agreement as defined
in the Uniform Commercial Code.
(g) In the computation of a period of time from a specified date to
a
later specified date or an open-ended
period, the words "from" and "beginning"
mean "from and including," the word "after"
means "from but excluding," the
words "to" and "until" mean "to but
excluding," and the word "through" means "to
and including." Likewise, in setting
deadlines or other periods, "by" means "on
or before." The words "preceding,"
"following," and words of similar import,
mean immediately preceding or following.
References to a month or a year refer
to calendar months and calendar years.
(h) Any reference to the enforceability of any agreement against
a
party means that it is enforceable, subject
as to enforcement against the party,
to applicable bankruptcy, insolvency,
reorganization, and other similar laws of
general applicability relating to or
affecting creditors' rights and to general
equity principles.
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01 CONVEYANCE OF MORTGAGE LOANS.
(a) The Seller, concurrently with the execution and delivery of
this
Agreement, hereby transfers to the
Depositor, without recourse, all the interest
of the Seller in each Mortgage Loan,
including all interest and principal due to
the Seller on each Mortgage Loan after the
applicable Cut-off Date and all
interest and principal payments on each
Mortgage Loan received by the applicable
Cut-off Date for installments of interest
and principal due after the applicable
Cut-off Date but not including payments of
principal and interest due on each
Mortgage Loan by the applicable Cut-off
Date. By the Closing Date, the Seller
shall deliver to the Depositor or, at the
Depositor's direction, to the Trustee
or other designee of the Depositor, the
Mortgage File for each Mortgage Loan
listed in the Mortgage Loan Schedule
(except that, in the case of Mortgage Loans
that are Delayed Delivery Mortgage Loans,
such delivery may take place within
five (5) Business Days of the Closing Date)
as of the Closing Date. The delivery
of the Mortgage Files shall be made against
payment by the Depositor of the
purchase price, previously agreed to by the
Seller and Depositor, for the
Mortgage Loans. Also on the Closing Date,
the Depositor shall deposit $100 into
the Certificate Account for the benefit of
the Class P Certificates.
(b) The Depositor, concurrently with the execution and delivery of
this
Agreement, hereby transfers to the Trustee
for the benefit of the
Certificateholders, without recourse, all
the interest of the Depositor in the
Trust Fund, together with the Depositor's
right to require the Seller to cure
any breach of a representation or warranty
made in this Agreement by the Seller
or to repurchase or substitute for any
affected Mortgage Loan in accordance with
this Agreement. The Depositor hereby
directs the Trustee to execute the Cap
Contracts.
(c) In connection with the transfer and assignment of each
Mortgage
Loan, the Depositor has delivered (or, in
the case of the Delayed Delivery
Mortgage Loans, will deliver within the
time periods specified in the definition
of Delayed Delivery Mortgage Loans) to the
Trustee for the benefit of the
Certificateholders the following documents
or instruments with respect to each
Mortgage Loan so assigned:
(i) The original Mortgage Note, endorsed by manual or
facsimile signature in blank in the following form: "Pay to the
order
of _______________ ______________without recourse," with all
intervening endorsements showing a complete chain of endorsement
from
the originator to the Person endorsing the Mortgage Note (each
endorsement being sufficient to transfer all interest of the party
so
endorsing, as noteholder or assignee thereof, in that Mortgage
Note) or
a lost note affidavit for any Lost Mortgage Note from the
Seller
stating that the original Mortgage Note was lost or destroyed,
together
with a copy of the Mortgage Note.
(ii)
Except as provided below, for each Mortgage Loan that is
not a MERS Mortgage Loan, the original recorded Mortgage or a copy
of
such Mortgage certified by the Seller as being a true and complete
copy
of the Mortgage (or, in the case of a Mortgage for which the
related
Mortgaged Property is located in the Commonwealth of Puerto Rico,
a
true copy of the Mortgage certified as such by an applicable
notary)
and in the case of each MERS Mortgage Loan, the original
Mortgage,
noting the presence of the MIN of the Mortgage Loans and either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM
Loan
at
origination, the original Mortgage and the assignment thereof
to
MERS, with evidence of recording indicated thereon, or a copy of
the
Mortgage certified by the public recording office in which such
Mortgage has been recorded.
(iii) In the case of each Mortgage Loan that is not a MERS
Mortgage Loan, a duly executed assignment of the Mortgage (which
may be
included in a blanket assignment or assignments), together with,
except
as provided below, all interim recorded assignments of such
mortgage
(each such assignment, when duly and validly completed, to be
in
recordable form and sufficient to effect the assignment of and
transfer
to the assignee thereof, under the Mortgage to which the
assignment
relates); provided, that if the related Mortgage has not been
returned
from the applicable public recording office, such assignment of
the
Mortgage may exclude the information to be provided by the
recording
office; provided, further, that such assignment of Mortgage need
not be
delivered in the case of a Mortgage for which the related
Mortgaged
Property is located in the Commonwealth of Puerto Rico.
(iv)
The original or copies of each assumption, modification,
written assurance, or substitution agreement.
(v) Except as provided below, the original or duplicate
original lender's title policy and all its riders.
In addition, in connection with the assignment of any MERS
Mortgage
Loan, the Seller agrees that it will cause,
at the Seller's expense, the MERS(R)
System to indicate that the Mortgage Loans
sold by the Seller to the Depositor
have been assigned by the Seller to the
Trustee in accordance with this
Agreement for the benefit of the
Certificateholders by including (or deleting,
in the case of Mortgage Loans which are
repurchased in accordance with this
Agreement) in such computer files the
information required by the MERS(R) System
to identify the series of the Certificates
issued in connection with such
Mortgage Loans. The Seller further agrees
that it will not, and will not permit
the Master Servicer to, and the Master
Servicer agrees that it will not, alter
the information referenced in this
paragraph with respect to any Mortgage Loan
sold by the Seller to the Depositor during
the term of this Agreement unless and
until such Mortgage Loan is repurchased in
accordance with the terms of this
Agreement.
In the event that in connection with any Mortgage Loan that is not
a
MERS Mortgage Loan the Depositor cannot
deliver (a) the original recorded
Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy
(together with all riders thereto)
satisfying the requirements of clause (ii),
(iii) or (v) above, respectively,
concurrently with the execution and delivery
hereof because such document or documents
have not been returned from the
applicable public recording office in the
case of clause (ii) or (iii) above, or
because the title policy has not been
delivered to either the Master Servicer or
the Depositor by the applicable title
insurer in the case of clause (v) above,
the Depositor shall promptly deliver to the
Trustee, in the case of clause (ii)
or (iii) above, such original Mortgage or
such interim assignment, as the case
may be, with evidence of recording
indicated thereon upon receipt thereof from
the public recording office, or a copy
thereof, certified, if appropriate, by
the relevant recording office, but in no
event shall any such delivery of the
original Mortgage and each such interim
assignment or a copy thereof, certified,
if appropriate, by the relevant recording
office, be made later than one year
following the Closing Date, or, in the case
of clause (v) above, no later than
120 days following the Closing Date;
provided, however, that in the event the
Depositor is unable to deliver by such date
each Mortgage and each such interim
assignment by reason of the fact that any
such documents have not been returned
by the appropriate recording office, or, in
the case of each such interim
assignment, because the related Mortgage
has not been returned by the
appropriate recording office, the Depositor
shall deliver such documents to the
Trustee as promptly as possible upon
receipt thereof and, in any event, within
720 days following the Closing Date.
The Depositor shall forward to the Trustee (a) from time to
time
additional original documents evidencing an
assumption or modification of a
Mortgage Loan and (b) any other documents
required to be delivered by the
Depositor or the Master Servicer to the
Trustee. If the original Mortgage is not
delivered and in connection with the
payment in full of the related Mortgage
Loan the public recording office requires
the presentation of a "lost
instruments affidavit and indemnity" or any
equivalent document, because only a
copy of the Mortgage can be delivered with
the instrument of satisfaction or
reconveyance, the Master Servicer shall
execute and deliver the required
document to the public recording office. If
a public recording office retains
the original recorded Mortgage or if a
Mortgage is lost after recordation in a
public recording office, the Seller shall
deliver to the Trustee a copy of the
Mortgage certified by the public recording
office to be a true and complete copy
of the original recorded Mortgage.
As promptly as practicable after any transfer of a Mortgage Loan
under
this Agreement, and in any event within
thirty days after the transfer, the
Trustee shall (i) affix the Trustee's name
to each assignment of Mortgage, as
its assignee, and (ii) cause to be
delivered for recording in the appropriate
public office for real property records the
assignments of the Mortgages to the
Trustee, except that, if the Trustee has
not received the information required
to deliver any assignment of a Mortgage for
recording, the Trustee shall deliver
it as soon as practicable after receipt of
the needed information and in any
event within thirty days.
Notwithstanding the foregoing, however, for administrative
convenience
and facilitation of servicing and to reduce
closing costs, the assignments of
Mortgage shall not be required to be
submitted for recording (except with
respect to any Mortgage Loan located in
Maryland) unless such failure to record
would result in a withdrawal or a
downgrading by any Rating Agency of the rating
on any Class of Certificates; provided,
however, that each assignment of
Mortgage shall be submitted for recording
by the Seller (at the direction of the
Master Servicer) in the manner described
above, at no expense to the Trust Fund
or the Trustee, upon the earliest to occur
of: (i) reasonable direction by the
Holders of Certificates entitled to at
least 25% of the Voting Rights or by the
NIM Insurer, if any, (ii) [RESERVED], (iii)
the occurrence of a bankruptcy,
insolvency or foreclosure relating to the
Seller, (iv) the occurrence of a
servicing transfer as described in Section
7.02 hereof and (v) if the Seller is
not the Master Servicer and with respect to
any one assignment or Mortgage, the
occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor
under the related Mortgage. Notwithstanding
the foregoing, if the Master
Servicer is unable to pay the cost of
recording the assignments of Mortgage,
such expense shall be paid by the Trustee
and shall be reimbursable out of the
Distribution Account.
If any Mortgage Loans have been prepaid in full as of the Closing
Date,
the Depositor, in lieu of delivering the
above documents to the Trustee, will
deposit in the Certificate Account the
portion of the prepayment that is
required to be deposited in the Certificate
Account pursuant to Section 3.06.
Notwithstanding anything to the contrary in this Agreement, within
five
(5) Business Days after the Closing Date,
the Seller shall either
(i) deliver to the Trustee the Mortgage File as required pursuant
to
this Section 2.01 for each Delayed Delivery
Mortgage Loan or
(ii) (A) repurchase the Delayed Delivery Mortgage Loan or (B)
substitute the Delayed Delivery Mortgage
Loan for a Substitute Mortgage Loan,
which repurchase or substitution shall be
accomplished in the manner and subject
to the conditions in Section 2.03.
By the fifth Business Day after the Closing Date, the Trustee
shall, in
accordance with Section 2.02, send a
Delayed Delivery Certification
substantially in the form of Exhibit G-2
(with any applicable exceptions noted
thereon) for all Delayed Delivery Mortgage
Loans delivered within the specified
numbers of days after the pertinent date.
The Trustee will promptly send a copy
of such Delayed Delivery Certification to
each Rating Agency. If the Seller
fails to deliver a Mortgage File for any
Delayed Delivery Mortgage Loan within
the period specified herein, the Seller
shall use its best reasonable efforts to
effect a substitution, rather than a
repurchase of, any Deleted Mortgage Loan.
The cure period provided for in Section
2.02 or in Section 2.03 shall not apply
to the initial delivery of the Mortgage
File for such Delayed Delivery Mortgage
Loan, but rather the Seller shall have five
(5) Business Days to cure such
failure to deliver. At the end of such
period, the Trustee shall send a Delayed
Delivery Certification for the Delayed
Delivery Mortgage Loans delivered during
such period in accordance with the
provisions of Section 2.02.
The Seller agrees to treat the transfer of the Mortgage Loans to
the
Depositor as a sale for all tax,
accounting, and regulatory purposes.
It is agreed and understood by the parties hereto that it is
not
intended that any Mortgage Loan be included
in the Trust Fund that is a
"High-Cost Home Loan" (or any other
similarly designated loan) as defined in the
New Jersey Home Ownership Act effective
November 27, 2003, The Home Loan
Protection Act of New Mexico effective
January 1, 2004, The Massachusetts
Predatory Home Loan Practices Act effective
November 7, 2004 or The Indiana Home
Loan Practices Act effective January 1,
2005.
Section 2.02 ACCEPTANCE BY THE TRUSTEE OF THE MORTGAGE LOANS.
The Trustee acknowledges receipt of the documents identified in
the
Initial Certification in the form of
Exhibit G-1 and declares that it holds and
will hold such documents and the other
documents delivered to it constituting
the Mortgage Files for the Mortgage Loans,
and that it holds or will hold such
other assets as are included in the Trust
Fund, in trust for the exclusive use
and benefit of all present and future
Certificateholders. The Trustee
acknowledges that it will maintain
possession of the related Mortgage Notes in
the State of California, unless otherwise
permitted by the Rating Agencies.
The Trustee agrees to execute and deliver on the Closing Date to
the
Depositor, the Master Servicer and the
Seller an Initial Certification in the
form of Exhibit G-1. Based on its review
and examination, and only as to the
documents identified in the Initial
Certification, the Trustee acknowledges that
the documents appear regular on their face
and relate to the Mortgage Loans. The
Trustee shall be under no duty to inspect,
review, or examine said documents,
instruments, certificates, or other papers
to determine that the same are
genuine, enforceable, or appropriate for
the represented purpose or that they
have actually been recorded in the real
estate records or that they are other
than what they purport to be on their
face.
By the thirtieth day after the Closing Date (or if that day is not
a
Business Day, the succeeding Business Day),
the Trustee shall deliver to the
Depositor, the Master Servicer and the
Seller a Delayed Delivery Certification
with respect to the Mortgage Loans,
substantially in the form of Exhibit G-2,
with any applicable exceptions noted
thereon.
Not later than ninety (90) days after the Closing Date, the
Trustee
shall deliver to the Depositor, the Master
Servicer and the Seller a Final
Certification in the form of Exhibit H,
with any applicable exceptions noted
thereon.
If, in the course of its review, the Trustee finds any document
constituting a part of a Mortgage File that
does not meet the requirements of
Section 2.01, the Trustee shall list such
as an exception in the Final
Certification. The Trustee shall not make
any determination as to whether (i)
any endorsement is sufficient to transfer
all interest of the party so
endorsing, as noteholder or assignee
thereof, in that Mortgage Note or (ii) any
assignment is in recordable form or is
sufficient to effect the assignment of
and transfer to the assignee thereof under
the mortgage to which the assignment
relates. The Seller shall promptly correct
any such defect within ninety (90)
days from the date it was so notified of
the defect and, with respect to any
Mortgage Loan for which such defect is
materially adverse to the
Certificateholders, if the Seller does not
correct such defect within that
period, the Seller shall either (a)
substitute for the related Mortgage Loan a
Substitute Mortgage Loan, which
substitution shall be accomplished pursuant to
Section 2.03, or (b) purchase the Mortgage
Loan at its Purchase Price from the
Trustee within ninety (90) days from the
date the Seller was notified of the
defect in writing.
If a substitution or purchase of a Mortgage Loan pursuant to
this
provision is required because of a delay in
delivery of any documents by the
appropriate recording office, or there is a
dispute between either the Master
Servicer or the Seller and the Trustee over
the location or status of the
recorded document, then the substitution or
purchase shall occur within 720 days
from the Closing Date. In no other case may
a substitution or purchase occur
more than 540 days from the Closing
Date.
The Trustee shall deliver written notice to each Rating Agency
within
270 days from the Closing Date indicating
each Mortgage Loan (a) that has not
been returned by the appropriate recording
office or (b) as to which there is a
dispute as to location or status of the
Mortgage Loan. The notice shall be
delivered every ninety (90) days thereafter
until the related Mortgage Loan is
returned to the Trustee. Any substitution
pursuant to (a) above or purchase
pursuant to (b) above shall not be effected
before the delivery to the Trustee
of the Opinion of Counsel required by
Section 2.05, and any substitution
pursuant to (a) above shall not be effected
before the additional delivery to
the Trustee of a Request for Release
substantially in the form of Exhibit N. No
substitution is permitted to be made in any
calendar month after the
Determination Date for the month.
The Purchase Price for any Mortgage Loan shall be deposited by
the
Seller in the Certificate Account by the
Distribution Account Deposit Date for
the Distribution Date in the month
following the month of repurchase and, upon
receipt of the deposit and certification
with respect thereto in the form of
Exhibit N, the Trustee shall release the
related Mortgage File to the Seller and
shall execute and deliver at the Seller's
request any instruments of transfer or
assignment prepared by the Seller, in each
case without recourse, necessary to
vest in the Seller, or a designee, the
Trustee's interest in any Mortgage Loan
released pursuant hereto.
If pursuant to the foregoing provisions the Seller repurchases
a
Mortgage Loan that is a MERS Mortgage Loan,
the Master Servicer shall either (i)
cause MERS to execute and deliver an
assignment of the Mortgage in recordable
form to transfer the Mortgage from MERS to
the Seller and shall cause such
Mortgage to be removed from registration on
the MERS(R) System in accordance
with MERS' rules and regulations or (ii)
cause MERS to designate on the MERS(R)
System the Seller as the beneficial holder
of such Mortgage Loan.
The Trustee shall retain possession and custody of each Mortgage
File
in accordance with and subject to the terms
and conditions herein. The Master
Servicer shall promptly deliver to the
Trustee, upon the execution or receipt
thereof, the originals of such other
documents or instruments constituting the
Mortgage File as come into the possession
of the Master Servicer from time to
time.
The obligation of the Seller to substitute for or to purchase
any
Mortgage Loan that does not meet the
requirements of Section 2.01 shall
constitute the sole remedy respecting the
defect available to the Trustee, the
Depositor, and any Certificateholder
against the Seller.
Section 2.03 REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THE
SELLER AND THE MASTER SERVICER.
(a) IndyMac, in its capacities as Seller and Master Servicer,
hereby
makes the representations and warranties in
Schedule II, and by this reference
incorporated herein, to the Depositor and
the Trustee, as of the Closing Date.
The Master Servicer will fully furnish, in
accordance with the Fair Credit
Reporting Act and its implementing
regulations, accurate and complete
information (i.e., favorable and
unfavorable) on its credit files for the
related Mortgagor for each Mortgage Loan to
Equifax, Experian and Trans Union
Credit Information Company on a monthly
basis.
(b) The Seller, in its capacity as Seller, hereby makes the
representations and warranties in Schedule
III, and by this reference
incorporated herein, to the Depositor and
the Trustee, as of the Closing Date,
or if so specified therein, as of the
applicable Cut-off Date.
(c) Upon discovery by any of the parties hereto of a breach of
a
representation or warranty made pursuant to
Section 2.03(b) that materially and
adversely affects the interests of the
Certificateholders in any Mortgage Loan,
the party discovering such breach shall
give prompt notice thereof to the other
parties and the NIM Insurer. A breach of
the representation or warranty made
pursuant to clauses (29), (30), (34), (35),
(36), (37), (38) and (39) of
Schedule III or a breach of the covenant of
the Master Servicer made pursuant to
clause (a) above will be deemed to
materially and adversely affect the interests
of the Certificateholders in the related
Mortgage Loan. The Seller hereby
covenants that within ninety (90) days of
the earlier of its discovery or its
receipt of written notice from any party of
a breach of any representation or
warranty made pursuant to Section 2.03(b)
that materially and adversely affects
the interests of the Certificateholders in
any Mortgage Loan, it shall cure such
breach in all material respects, and if
such breach is not so cured, shall: (i)
if the 90 day period expires before the
second anniversary of the Closing Date,
remove the Mortgage Loan (a "DELETED
MORTGAGE LOAN") from the Trust Fund and
substitute in its place a Substitute
Mortgage Loan, in accordance with this
Section 2.03; or (ii) repurchase the
affected Mortgage Loan or Mortgage Loans
from the Trustee at the Purchase Price in
the manner stated below. Any
substitution pursuant to (i) above shall
not be effected before the delivery to
the Trustee of the Opinion of Counsel
required by Section 2.05 and a Request for
Release substantially in the form of
Exhibit N, and the Mortgage File for any
Substitute Mortgage Loan. The Seller shall
promptly reimburse the Master
Servicer and the Trustee for any expenses
reasonably incurred by the Master
Servicer or the Trustee in respect of
enforcing the remedies for the breach.
With respect to any Substitute Mortgage Loan or Loans, the Seller
shall
deliver to the Trustee for the benefit of
the Certificateholders the Mortgage
Note, the Mortgage, the related assignment
of the Mortgage, and any other
documents and agreements required by
Section 2.01, with the Mortgage Note
endorsed and the Mortgage assigned as
required by Section 2.01. No substitution
is permitted to be made in any calendar
month after the Determination Date for
the month. Scheduled Payments due with
respect to Substitute Mortgage Loans in
the Remittance Period of substitution shall
not be part of the Trust Fund and
will be retained by the Seller on the next
Distribution Date. For the Remittance
Period of substitution, distributions to
Certificateholders will include the
monthly payment due on any Deleted Mortgage
Loan for the Remittance Period and
thereafter the Seller shall be entitled to
retain all amounts received with
respect to the Deleted Mortgage Loan.
The Master Servicer shall amend the Mortgage Loan Schedule for
the
benefit of the Certificateholders to
reflect the removal of the Deleted Mortgage
Loan and the substitution of the Substitute
Mortgage Loans and the Master
Servicer shall deliver the amended Mortgage
Loan Schedule to the Trustee. Upon
the substitution, the Substitute Mortgage
Loans shall be subject to this
Agreement in all respects, and the Seller
shall be deemed to have made with
respect to the Substitute Mortgage Loans,
as of the date of substitution, the
representations and warranties made
pursuant to Section 2.03(b) with respect to
the Mortgage Loan. Upon any substitution
and the deposit to the Certificate
Account of the amount required to be
deposited therein in connection with the
substitution as described in the following
paragraph, the Trustee shall release
the Mortgage File held for the benefit of
the Certificateholders relating to the
Deleted Mortgage Loan to the Seller and
shall execute and deliver at the
Seller's direction such instruments of
transfer or assignment prepared by the
Seller, in each case without recourse, as
shall be necessary to vest title in
the Seller, or its designee, the Trustee's
interest in any Deleted Mortgage Loan
substituted for pursuant to this Section
2.03.
For any month in which the Seller substitutes one or more
Substitute
Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will
determine the amount by which the aggregate
principal balance of all such
Substitute Mortgage Loans as of the date of
substitution is less than the
aggregate Stated Principal Balance of all
the Deleted Mortgage Loans (after
application of the scheduled principal
portion of the monthly payments due in
the Remittance Period of substitution and
any adjustments due to any costs or
damages incurred by the Trust Fund in
connection with any violation of the
Mortgage Loan of any predatory or abusive
lending law). The amount of the
shortage (the "SUBSTITUTION ADJUSTMENT
AMOUNT") PLUS, if the Seller is not the
Master Servicer, the aggregate of any
unreimbursed Advances and Servicing
Advances with respect to the Deleted
Mortgage Loans, shall be deposited into the
Certificate Account by the Seller by the
Distribution Account Deposit Date for
the Distribution Date in the month
succeeding the calendar month during which
the related Mortgage Loan became required
to be purchased or replaced hereunder.
If the Seller repurchases a Mortgage Loan, the Purchase Price
therefor
shall be deposited in the Certificate
Account pursuant to Section 3.06 by the
Distribution Account Deposit Date for the
Distribution Date in the month
following the month during which the Seller
became obligated hereunder to
repurchase or replace the Mortgage Loan and
upon such deposit of the Purchase
Price, the delivery of the Opinion of
Counsel required by Section 2.05 and
receipt of a Request for Release in the
form of Exhibit N, the Trustee shall
release the related Mortgage File held for
the benefit of the Certificateholders
to such Person, and the Trustee shall
execute and deliver at such Person's
direction such instruments of transfer or
assignment prepared by such Person, in
each case without recourse, as shall be
necessary to transfer title from the
Trustee. The obligation under this
Agreement of any Person to cure, repurchase,
or replace any Mortgage Loan as to which a
breach has occurred and is continuing
shall constitute the sole remedy against
the Person respecting the breach
available to Certificateholders, the
Depositor, or the Trustee on their behalf.
The representations and warranties made pursuant to this Section
2.03
shall survive delivery of the respective
Mortgage Files to the Trustee for the
benefit of the Certificateholders.
Section 2.04
REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO
THE MORTGAGE LOANS.
The Depositor hereby represents and warrants to the Trustee
with
respect to each Mortgage Loan as of the
date hereof or such other date set forth
herein that as of the Closing Date, and
following the transfer of the Mortgage
Loans to it by the Seller, the Depositor
had good title to the Mortgage Loans
and the Mortgage Notes were subject to no
offsets, defenses, or counterclaims.
The Depositor hereby transfers to the Trustee all of its rights
with
respect to the Mortgage Loans, including
the representations and warranties of
the Seller made pursuant to Section
2.03(b), together with all rights of the
Depositor to require the Seller to cure any
breach thereof or to repurchase or
substitute for any affected Mortgage Loan
in accordance with this Agreement.
The representations and warranties in this Section 2.04 shall
survive
delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor
or the Trustee of any breach of any of the
representations and warranties in
this Section that materially and adversely
affects the interest of the
Certificateholders, the party discovering
the breach shall give prompt written
notice to the others, the NIM Insurer, and
to each Rating Agency. If the NIM
Insurer discovers such a breach, it may
notify the parties to this Agreement and
each Rating Agency.
Section 2.05 DELIVERY
OF OPINION OF COUNSEL IN CONNECTION WITH
SUBSTITUTIONS AND REPURCHASES.
(a) Notwithstanding any contrary provision of this Agreement,
no
substitution pursuant to Section 2.01,
2.02, 2.03 or 2.05 shall be made more
than ninety (90) days after the Closing
Date unless the Seller delivers to the
Trustee an Opinion of Counsel, which
Opinion of Counsel shall not be at the
expense of either the Trustee or the Trust
Fund, addressed to the Trustee, to
the effect that such substitution will not
(i) result in the imposition of the
tax on "prohibited transactions" on the
Trust Fund or contributions after the
Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code,
respectively, or (ii) cause any REMIC
created under this Agreement to fail to
qualify as a REMIC at any time that any
Certificates are outstanding.
(b) Upon discovery by the Depositor, the Seller, the Master
Servicer or
the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage"
within the meaning of Section 860G(a)(3) of
the Code, the party discovering such
fact shall promptly (and in any event
within five (5) Business Days of
discovery) give written notice thereof to
the other parties and the NIM Insurer.
If the NIM Insurer discovers such facts, it
may notify the parties to this
Agreement. In connection therewith, the
Trustee shall require the Seller, at the
Seller's option, to either (i) substitute,
if the conditions in Section 2.03(c)
with respect to substitutions are
satisfied, a Substitute Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase
the affected Mortgage Loan within
ninety (90) days of such discovery in the
same manner as it would a Mortgage
Loan for a breach of representation or
warranty made pursuant to Section 2.03.
The Trustee shall reconvey to the Seller
the Mortgage Loan to be released
pursuant hereto in the same manner, and on
the same terms, as it would a
Mortgage Loan repurchased for breach of a
representation or warranty contained
in Section 2.03.
Section 2.06 EXECUTION AND DELIVERY OF CERTIFICATES.
The Trustee acknowledges the transfer and assignment to it of the
Trust
Fund and, concurrently with the transfer
and assignment, has executed and
delivered to or upon the order of the
Depositor, the Certificates in authorized
denominations evidencing directly or
indirectly the entire ownership of the
Trust Fund. The Trustee agrees to hold the
Trust Fund and exercise the rights
referred to above for the benefit of all
present and future Holders of the
Certificates.
Section 2.07 CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
(a) Subject to the conditions set forth in paragraph (b) below
in
consideration of the Trustee's delivery on
the Subsequent Transfer Dates to or
upon the order of the Depositor of all or a
portion of the balance of funds in
the Pre-Funding Accounts, the Depositor
shall on any Subsequent Transfer Date
sell, transfer, assign, set over and convey
without recourse to the Trust Fund
but subject to the other terms and
provisions of this Agreement all of the
right, title and interest of the Depositor
in an to (i) the Subsequent Mortgage
Loans identified on the Mortgage Loan
Schedule attached to the related
Subsequent Transfer Instrument delivered by
the Depositor on such Subsequent
Transfer Date, (ii) all interest accruing
thereon on and after the Subsequent
Cut-off Date and all collections in respect
of interest and principal due after
the Subsequent Cut-off Date and (iii) all
items with respect to such Subsequent
Mortgage Loans to be delivered pursuant to
Section 2.01 and the other items in
the related Mortgage Files; provided,
however, that the Depositor reserves and
retains all right, title and interest in
and to principal received and interest
accruing on the Subsequent Mortgage Loans
prior to the related Subsequent
Cut-off Date. The transfer to the Trustee
by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage
Loan Schedule shall be absolute and is
intended by the Depositor, the Master
Servicer, the Trustee and the
Certificateholders to constitute and to be
treated as a sale of the Subsequent
Mortgage Loans by the Depositor to the
Trust Fund. The related Mortgage File for
each Subsequent Mortgage Loan shall be
delivered to the Trustee at least three
(3) Business Days prior to the related
Subsequent Transfer Date.
The purchase
price paid by the Trustee from amounts released from the
Group I Pre-Funding Account or the Group II
Pre-Funding Account, as applicable,
shall be 100% of the aggregate Stated
Principal Balance of the related
Subsequent Mortgage Loans so transferred
(as identified on the Mortgage Loan
Schedule attached to the related Subsequent
Transfer Instrument provided by the
Depositor). This Agreement shall constitute
a fixed-price contract in accordance
with Section 860G(a)(3)(A)(ii) of the
Code.
(b) The
Depositor shall transfer to the Trustee for deposit in the pool
of Mortgage Loans the Subsequent Mortgage
Loans and the other property and
rights related thereto as described in
paragraph (a) above, and the Trustee
shall release funds from the Group I
Pre-Funding Account or the Group II
Pre-Funding Account, as applicable, only
upon the satisfaction of each of the
following conditions on or prior to the
related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the
Rating Agencies with a timely Addition Notice and shall have
provided
any information reasonably requested by the Trustee with respect to
the
Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly
executed Subsequent Transfer Instrument, which shall include a
Mortgage
Loan Schedule listing the Subsequent Mortgage Loans, and the
Seller
shall have delivered a computer file acceptable to the Trustee
containing such Mortgage Loan Schedule to the Trustee at least
three
(3) Business Days prior to the related Subsequent Transfer
Date;
(iii) as of each Subsequent Transfer Date, as evidenced by
delivery of the Subsequent Transfer Instrument, the Depositor shall
not
be insolvent nor shall it have been rendered insolvent by such
transfer
nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material
adverse tax consequence to the Trust Fund or the
Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent
Mortgage Loans
in a manner that it believed to be adverse to the
interests of the Certificateholders;
(vii) the NIM Insurer, if any, must consent to such
conveyance;
(viii) the Depositor shall have delivered to the Trustee a
Subsequent Transfer Instrument confirming the satisfaction of
the
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