Exhibit 99.1
Execution
Copy
FBR SECURITIZATION, INC.,
as Depositor
FIRST NLC FINANCIAL SERVICES, LLC,
as Originator
NLC FINANCE II, LLC,
FIRST NLC FINANCIAL SERVICES, LLC,
as Sellers
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Trustee
LITTON LOAN SERVICING LP,
as Servicer
and
OCWEN FEDERAL BANK FSB,
as Interim Servicer
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
First NLC Trust 2005-2
Mortgage-Backed Certificates,
Series 2005-2
TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS AND INTERPRETATION
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19
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Definitions.
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19
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Calculations
With Respect to the Mortgage Loans.
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58
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Calculations
With Respect to Accrued Interest.
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58
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Rules of
Construction.
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58
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; CREATION AND DECLARATION OF TRUST
FUND
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59
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Conveyance of
Mortgage Loans to the Depositor.
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59
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Creation and
Declaration of Trust Fund.
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60
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Assignment of
Mortgage Loans.
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61
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Books and
Records.
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62
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Acceptance of
Trust Fund; Review of Documentation.
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62
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Execution and
Delivery of Certificates.
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64
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Granting
Clause.
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64
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Delivery of
Subsequent Mortgage Loans.
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66
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ARTICLE III
REPRESENTATIONS AND WARRANTIES
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69
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Representations
and Warranties of each Seller.
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69
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Representations
and Warranties of the Originator.
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71
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Representations
and Warranties of the Depositor.
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72
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[Reserved].
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73
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Representations
and Warranties of the Servicer.
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73
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Representations
and Warranties in respect of the Mortgage Loans.
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75
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ARTICLE IV
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE
SERVICER
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77
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General.
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77
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Liquidation of
Mortgage Loans.
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79
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Collection of
Mortgage Loan Payments.
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80
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Establishment
of and Deposits to Custodial Account.
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81
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Investment of
Funds in the Custodial Account.
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82
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Permitted
Withdrawals From Custodial Account.
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83
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Establishment
of and Deposits to Escrow Account.
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84
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Permitted
Withdrawals From Escrow Account.
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84
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Payment of
Taxes, Insurance and Other Charges.
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85
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Transfer of
Accounts.
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86
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Maintenance of
Hazard Insurance.
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86
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Maintenance of
Mortgage Impairment Insurance Policy.
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87
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Maintenance of
Fidelity Bond and Errors and Omissions Insurance.
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87
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[Reserved].
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88
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[Reserved].
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88
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Maintenance of
PMI Policy; Claims.
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88
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Title,
Management and Disposition of REO Property.
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88
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[Reserved].
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90
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[Reserved].
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90
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[Reserved].
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90
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Notification of
Adjustments.
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90
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Prepayment
Premiums.
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91
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- i -
TABLE OF CONTENTS
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Credit
Reporting; Gramm Leach Bliley Act.
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91
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Optional
Purchase of Mortgage Loans by the Servicer.
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91
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ARTICLE V
GENERAL SERVICING PROCEDURES OF THE SERVICER
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93
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Transfers of
Mortgaged Property.
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93
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Satisfaction of
Mortgages and Release of Mortgage Files.
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94
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Servicing
Compensation.
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95
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Annual
Statement as to Compliance.
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95
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Annual
Independent Public Accountants’ Servicing Report.
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95
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Sarbanes-Oxley
Related Certifications.
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96
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Right to
Examine Servicer Records.
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96
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[Reserved].
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96
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Limitation on
Resignation and Assignment by Servicer.
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96
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Alternative
Index.
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97
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Advance
Facility.
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97
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Merger or
Consolidation of, or Assumption of the Obligations of the
Servicer.
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100
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Limitation on
Liability of the Servicer and Others.
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100
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ARTICLE VI
DEFAULT
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101
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Servicer Events
of Default.
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101
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Waiver of
Defaults.
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103
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Prepayment
Premiums.
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103
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Directions by
Certificateholders and Duties of Trustee During Event of
Default.
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104
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Appointment of
Successor Servicer.
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104
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ARTICLE VII
ADMINISTRATION OF TRUST FUND
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107
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Servicer
Remittances.
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107
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Reporting to
the Trustee.
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108
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Repurchase upon
Early Payment Default
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108
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Monthly
Advances by Servicer.
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108
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[Reserved].
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109
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Compensating
Interest Payments.
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109
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Payment
Account.
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109
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Permitted
Withdraws from the Payment Account.
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111
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[Reserved].
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112
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Reserve
Account
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112
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Pre-Funding
Account.
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113
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The Capitalized
Interest Account.
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114
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Calculation of
LIBOR.
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114
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Statements to
Certificateholders.
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115
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Reports to the
Securities and Exchange Commission.
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117
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Cap
Agreement.
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118
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ARTICLE VIII
DISTRIBUTIONS AND LOSS ALLOCATION
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118
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Priorities of
Distribution.
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118
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Allocation of
Realized Losses.
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122
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REMIC
Distributions.
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122
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ARTICLE IX
THE CERTIFICATES
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127
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The
Certificates.
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127
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Certificate
Register; Registration of Transfer and Exchange of
Certificates.
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127
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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132
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- ii -
TABLE OF CONTENTS
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Persons Deemed
Owners.
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132
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Access to List
of Certificateholders’ Names and Addresses.
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133
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Maintenance of
Office or Agency.
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133
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Limitation on
Rights of Holders.
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133
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Acts of Holders
of Certificates.
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134
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ARTICLE X
THE DEPOSITOR
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135
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Liabilities of
the Depositor.
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135
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Merger or
Consolidation of the Depositor.
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135
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Limitation on
Liability of the Depositor and Others.
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135
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ARTICLE XI
CONCERNING THE TRUSTEE
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136
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Duties of
Trustee.
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136
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Certain Matters
Affecting the Trustee.
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138
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Trustee Not
Liable for Certificates.
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140
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Trustee May Own
Certificates.
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140
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Eligibility
Requirements for Trustee.
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140
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Resignation and
Removal of Trustee.
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141
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Successor
Trustee.
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141
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Merger or
Consolidation of Trustee.
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142
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Appointment of
Co-Trustee or Separate Trustee.
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142
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Authenticating
Agents.
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144
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Indemnification
of Trustee.
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144
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Fees and
Expenses of Trustee.
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145
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ARTICLE XII
TERMINATION
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145
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Termination
upon Liquidation or Purchase of all Mortgage Loans.
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145
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Final
Distribution on the Certificates.
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146
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Additional
Termination Requirements.
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147
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ARTICLE XIII
REMIC ADMINISTRATION
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148
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REMIC
Administration.
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148
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Prohibited
Transactions and Activities.
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150
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Indemnification
with Respect to Prohibited Transactions or Loss of REMIC
Status.
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150
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ARTICLE XIV
MISCELLANEOUS PROVISIONS
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151
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Binding Nature
of Agreement; Assignment.
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151
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Entire
Agreement.
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151
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Amendment.
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151
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Counterparts.
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152
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Provision of
Information.
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153
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Governing
Law.
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153
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[Reserved].
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153
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Notices.
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153
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Severability of
Provisions.
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155
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No
Waivers.
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155
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Headings Not to
Affect Interpretation.
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155
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No
Petitions.
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156
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Certificates
Fully Paid and Nonassessable.
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156
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Protection of
Assets.
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156
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- iii -
TABLE OF CONTENTS
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ARTICLE XV
INTERIM SERVICING
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156
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Interim
Servicing of Assets.
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156
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Compensation.
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157
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Transfer of
Servicing to the Servicer.
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157
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SCHEDULES
Schedule I
Mortgage Loan Schedule
Schedule II [Reserved]
Schedule III [Reserved]
Schedule IV LIBOR Calculation
Schedule V Representations and Warranties in
respect of the Mortgage Loans
Schedule VI Subsequent Mortgage Loan
Criteria
EXHIBITS
Exhibit A Form
of Class A Certificate
Exhibit B Form of Offered Class M
Certificate
Exhibit C Form of Restricted Class M
Certificate
Exhibit D Form of Class C Certificate
Exhibit E Form of Class P Certificate
Exhibit F Form of Class R Certificate
Exhibit G Form of Class RX Certificate
Exhibit H Credit Reporting Procedure
Exhibit I Form of Initial Certification of
Trustee
Exhibit J Form of Power of Attorney
Exhibit K Form of Final Certification of
Trustee
Exhibit L Form of Transferor Certificate
Exhibit M Form of Investment Letter
(Non-Rule 144A)
Exhibit N Form of Investment Letter
(Rule 144A)
Exhibit O Form of Request for Release and
Receipt
Exhibit P Form of Benefit Plan Affidavit
Exhibit Q Form of Residual Transfer Affidavit
Exhibit R Form of Residual Transferee
Agreement
Exhibit S Form of Subsequent Transfer
Agreement
Exhibit T Mortgage Loan Schedule Reporting
Criteria
Exhibit U Contents of Mortgage File
Exhibit V Form of Monthly Statements to
Certificateholders
Exhibit W Criteria for Remittance Report from
Servicer
Exhibit X Form of Sarbanes-Oxley Back-up
Certificate
Exhibit Y Form of Certification to be Provided to
the Depositor by the Trustee
- iv -
THIS POOLING AND
SERVICING AGREEMENT, dated as of June 1, 2005, is made by and
among FBR SECURITIZATION, INC., a Delaware corporation, as
depositor (the “ Depositor ”), FIRST NLC
FINANCIAL SERVICES, LLC, a Florida limited liability company, as
originator (the “ Originator ”), JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, a national association, and as trustee
(the “ Trustee ”), NLC FINANCE II, LLC, a
Delaware limited liability company, and FIRST NLC FINANCIAL
SERVICES, LLC, a Florida limited liability company, as sellers
(collectively, the “ Sellers ” and each,
individually, a “ Seller ”), LITTON LOAN
SERVICING LP, a Delaware limited partnership, as servicer (the
“ Servicer ”), and OCWEN FEDERAL BANK FSB, a
federal bank, as interim servicer (the “ Interim
Servicer ”).
PRELIMINARY STATEMENT
WHEREAS, the
Depositor will acquire all of the rights, title and interest of the
Sellers in certain conventional, first priority lien, fixed rate
and adjustable rate, residential mortgage loans identified in
Schedule I hereto on a servicing-released basis from
the Sellers pursuant to this Agreement, and at the Closing Date
will be the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee, for the benefit of the
Certificateholders, hereunder for inclusion in the Trust
Fund;
WHEREAS, the
Depositor has duly authorized the execution and delivery of this
Agreement to provide for the conveyance to the Trustee, for the
benefit of the Certificateholders, of the Mortgage Loans and the
other property constituting the Trust Fund;
WHEREAS, on the
Closing Date, the Depositor will acquire the Certificates as
consideration for its transfer to the Trustee, for the benefit of
the Certificateholders, of the Mortgage Loans and the other
property constituting the Trust Fund;
The
Depositor intends to sell the Certificates, to be issued hereunder
in multiple Classes, which in the aggregate will evidence the
entire beneficial ownership interest in the Trust Fund created
hereunder. The Certificates will consist of eighteen classes of
certificates, designated as (i) the Class AV-1
Certificates, (ii) the Class AV-2 Certificates,
(iii) the Class AV-3 Certificates, (iv) the
Class M-1 Certificates, (v) the Class M-2
Certificates, (vi) the Class M-3 Certificates,
(vii) the Class M-4 Certificates, (viii) the
Class M-5 Certificates, (ix) the Class M-6 Certificates,
(x) the Class M-7 Certificates, (xi) the
Class M-8 Certificates, (xii) the Class M-9 Certificates,
(xiii) the Class M-10 Certificates, (xiv) the
Class M-11 Certificates, (xv) the Class P
Certificates, (xvi) the Class C Certificates,
(xvii) the Class R Certificates and (xviii) the
Class R-X Certificates. The descriptions of REMIC I, REMIC II,
REMIC III, REMIC IV, REMIC V, REMIC VI, REMIC VII, REMIC VIII,
REMIC IX, REMIC X, REMIC XI, REMIC XII, REMIC XIII, REMIC XIV,
REMIC XV and REMIC XVI that follow are part of the Preliminary
Statement.
REMIC I
As
provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and
certain other related assets subject to this Agreement (but
exclusive of the Pre-Funding Account, the Reserve Account, the
Servicer Prepayment Premium Payment Amount, the Transferor
Prepayment Premium Payment Amount, the Cap Agreement, and the
Capitalized Interest Account) as a real estate mortgage investment
conduit (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 represent
the sole class of “residual interests” in REMIC I for
purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Uncertificated REMIC I Pass-Through
Rate, the initial Uncertificated Principal Balance, and solely for
purposes of satisfying Treasury Regulations
Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the Uncertificated REMIC I Regular
Interests. None of the Uncertificated REMIC I Regular Interests
will be certificated.
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Uncertificated REMIC I
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Initial
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Latest Possible
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Designation
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Pass-Through Rate
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Uncertificated Balance
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Maturity Date
(1)
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Variable (2)
|
|
$
|
144,179,730.96
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
455,820,296.04
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
100.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for each REMIC I Regular Interest.
|
|
|
|
|
|
(2)
|
|
Calculated in
accordance with the definition of “Uncertificated REMIC I
Pass-Through Rate” herein.
|
- 2 -
REMIC II
As
provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Uncertificated 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 represent the sole
class of “residual interests” in REMIC II for purposes
of the REMIC Provisions. The following table irrevocably sets forth
the designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance, and solely for purposes
of satisfying Treasury Regulations
Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the Uncertificated REMIC II
Regular Interests. None of the Uncertificated REMIC II Regular
Interests will be certificated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uncertificated REMIC II
|
|
|
Initial Uncertificated
|
|
|
Latest Possible
|
|
|
Designation
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
Variable (2)
|
|
$
|
587,999,928.46
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
1,877,500.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
2,397,300.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
153,200.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
243,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
231,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
141,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
120,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
108,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
105,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
90,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
84,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
81,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
150,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
81,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
6,137,998.54
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
$
|
100.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the
maturity date for the Mortgage Loan with the latest maturity date
has been designated as the “latest possible maturity
date” for each REMIC II Regular Interest.
|
|
|
|
|
|
(2)
|
|
Calculated in
accordance with the definition of “Uncertificated REMIC II
Pass-Through Rate” herein.
|
- 3 -
REMIC III
As
provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Uncertificated 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 represent 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 Certificate
Principal Balance or Uncertificated Principal Balance, as the case
may be, and solely for purposes of satisfying Treasury Regulations
Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the Classes of Certificates and
Uncertificated REMIC III Regular Interests listed below. The
Class AV-1 Certificates, the Class AV-2 Certificates, and
the Class AV-3 Certificates will be certificated. The
Class M Interests, the Class C Interest and the
Class P Interest will not be certificated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Latest Possible
|
|
|
|
|
|
|
|
|
Initial Certificate
Principal
|
|
|
Maturity Date or
|
|
|
|
|
|
|
|
|
Balance or Uncertificated
|
|
|
Assumed Final
|
|
|
Class Designation
|
|
Pass-Through Rate
|
|
|
Principal Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
Variable (2)
|
|
|
$187,750,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$239,730,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$15,320.000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$24,300,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$23,100,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$14,100,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$12,000,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$10,800,000,00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$10,500,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$9,000,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$8,400,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$8,100,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$15,000,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$8,100,000.00
|
|
|
September 2035
|
|
|
|
Variable (2)
|
|
|
$13,799,927.00
|
(3)
|
|
September 2035
|
|
|
|
|
N/A (4)
|
|
|
|
$100.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date 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 that represents one or more of the “regular
interests” in REMIC III and each Uncertificated REMIC III
Regular Interest.
|
|
|
|
|
|
(2)
|
|
Calculated in
accordance with the definition of “Pass-Through Rate”
herein.
|
|
|
|
|
|
(3)
|
|
The
Class C Interest (i ) will have an initial Uncertificated
Principal Balance equal to the Initial Overcollateralization Amount
and (ii) will bear interest at its variable Pass-Through Rate
on the Notional Amount of the Class C Interest outstanding
from time to time. The Class C Interest will not accrue
interest on its Uncertificated Principal Balance.
|
|
|
|
|
|
(4)
|
|
The
Class P Interest will not accrue interest.
|
- 4 -
REMIC IV
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-1 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC IV.” The
Class RX-IV Interest represents the sole class of
“residual interests” in REMIC IV for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-1 Certificates that represents a “regular
interest” in REMIC IV created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate Principal
|
|
|
Assumed Final
|
|
|
Class Designation
|
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
|
Variable (2)
|
|
|
$24,300,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-1 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-1 Certificates will receive 100% of amounts received
in respect of the Class M-1 Interest.
|
- 5 -
REMIC V
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-2 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC V.” The
Class RX-V Interest represents the sole class of
“residual interests” in REMIC V for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-2 Certificates that represents a “regular
interest” in REMIC V created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate Principal
|
|
|
Assumed Final
|
|
|
Class Designation
|
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
|
Variable (2)
|
|
|
$23,100,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-2 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-2 Certificates will receive 100% of amounts received
in respect of the Class M-2 Interest.
|
- 6 -
REMIC VI
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-3 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC VI.” The
Class RX-VI Interest represents the sole class of
“residual interests” in REMIC VI for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-3 Certificates that represents a “regular
interest” in REMIC VI created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate Principal
|
|
|
Assumed Final
|
|
|
Class Designation
|
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
|
Variable (2)
|
|
|
$14,100,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-3 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-3 Certificates will receive 100% of amounts received
in respect of the Class M-3 Interest.
|
- 7 -
REMIC VII
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-4 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC VII.” The
Class RX-VII Interest represents the sole class of
“residual interests” in REMIC VII for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-4 Certificates that represents a “regular
interest” in REMIC VII created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate Principal
|
|
|
Assumed Final
|
|
|
Class Designation
|
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
|
Variable (2)
|
|
|
$12,000,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-4 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-4 Certificates will receive 100% of amounts received
in respect of the Class M-4 Interest.
|
- 8 -
REMIC VIII
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-5 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC VIII.” The
Class RX-VIII Interest represents the sole class of
“residual interests” in REMIC VIII for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-5 Certificates that represents a “regular
interest” in REMIC VIII created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate Principal
|
|
|
Assumed Final
|
|
|
Class
Designation
|
|
|
Pass-Through Rate
|
|
|
Balance
|
|
|
Maturity Date
(1)
|
|
|
|
|
|
Variable (2)
|
|
|
$10,800,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-5 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-5 Certificates will receive 100% of amounts received
in respect of the Class M-5 Interest.
|
- 9 -
REMIC IX
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-6 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC IX.” The
Class RX-IX Interest represents the sole class of
“residual interests” in REMIC IX for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-6 Certificates that represents a “regular
interest” in REMIC IX created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
10,500,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-6 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-6 Certificates will receive 100% of amounts received
in respect of the Class M-6 Interest.
|
- 10 -
REMIC X
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-7 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC X.” The
Class RX-X Interest represents the sole class of
“residual interests” in REMIC X for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and Initial Certificate Principal Balance for the
Class M-7 Certificates that represents a “regular
interest” in REMIC X created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
9,000,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-7 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-7 Certificates will receive 100% of amounts received
in respect of the Class M-7 Interest.
|
- 11 -
REMIC XI
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-8 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC XI.” The
Class RX-XI Interest represents the sole class of
“residual interests” in REMIC XI for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-8 Certificates that represents a “regular
interest” in REMIC XI created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
8,400,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-8 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-8 Certificates will receive 100% of amounts received
in respect of the Class M-8 Interest.
|
- 12 -
REMIC XII
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-9 Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC XII.” The
Class RX-XII Interest represents the sole class of
“residual interests” in REMIC XII for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-9 Certificates that represents a “regular
interest” in REMIC XII created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
8,100,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-9 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-9 Certificates will receive 100% of amounts received
in respect of the Class M-9 Interest.
|
- 13 -
REMIC XIII
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-10
Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
XIII.” The Class RX-XIII Interest represents the sole
class of “residual interests” in REMIC XIII for
purposes of the REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-10 Certificates that represents a “regular
interest” in REMIC XIII created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
15,000,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-10 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-10 Certificates will receive 100% of amounts received
in respect of the Class M-10 Interest.
|
- 14 -
REMIC XIV
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class M-11
Interest as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
XIV.” The Class RX-XIV Interest represents the sole
class of “residual interests” in REMIC XIV for purposes
of the REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class M-11 Certificates that represents a “regular
interest” in REMIC XIV created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
8,100,000.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class M-11 Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class M-11 Certificates will receive 100% of amounts received
in respect of the Class M-11 Interest.
|
- 15 -
REMIC XV
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class C Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC XV.” The
Class RX-XV Interest represents the sole class of
“residual interests” in REMIC XV for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class C Certificates that represents a “regular
interest” in REMIC XV created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
Variable (2)
|
|
$
|
13,799,927.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class C Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class C Certificates will receive 100% of amounts received in
respect of the Class C Interest.
|
- 16 -
REMIC XVI
As
provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class P Interest
as a REMIC for federal income tax purposes, and such segregated
pool of assets will be designated as “REMIC XVI.” The
Class RX-XVI Interest represents the sole class of
“residual interests” in REMIC XVI for purposes of the
REMIC Provisions.
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate and initial Certificate Principal Balance for the
Class P Certificates that represents a “regular
interest” in REMIC XVI created hereunder:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
|
|
|
Certificate Principal
|
|
Assumed Final
|
|
Class Designation
|
|
Pass-Through Rate
|
|
Balance
|
|
Maturity Date
(1)
|
|
|
|
N/A (2)
|
|
$
|
100.00
|
|
|
September 2035
|
|
(1)
|
|
Solely for
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date following the maturity date for
the Mortgage Loan with the latest maturity date has been designated
as the “latest possible maturity date” for the
Class P Certificates.
|
|
|
|
|
|
(2)
|
|
The
Class P Certificates will receive 100% of amounts received in
respect of the Class P Interest.
|
- 17 -
The
Certificates
The
following table sets forth (or describes) the Class designation,
Pass-Through Rate, initial Certificate Principal Balance, and
minimum denomination for each Class of Certificates.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial
|
|
|
|
|
Minimum
|
|
|
|
|
|
|
|
Certificate
|
|
|
|
|
Denominations
|
|
Final Scheduled
|
|
Ratings
|
|
Class
|
|
Principal
|
|
|
Pass-Through
|
|
or Percentage
|
|
Distribution
|
|
S&P/
|
|
Designation
|
|
Balance
|
|
|
Rate (1)(2)
|
|
Interest
|
|
Date (3)
|
|
Moody’s
(4)
|
|
|
|
$
|
187,750,000
|
|
|
LIBOR +
0.11%
|
|
(5)
|
|
September
2035
|
|
AAA/Aaa
|
|
|
|
|
239,730,000
|
|
|
LIBOR +
0.30%
|
|
(5)
|
|
September
2035
|
|
AAA/Aaa
|
|
|
|
|
15,320,000
|
|
|
LIBOR +
0.40%
|
|
(5)
|
|
September
2035
|
|
AAA/Aaa
|
|
|
|
|
24,300,000
|
|
|
LIBOR +
0.48%
|
|
(5)
|
|
September
2035
|
|
AA+/Aa1
|
|
|
|
|
23,100,000
|
|
|
LIBOR +
0.52%
|
|
(5)
|
|
September
2035
|
|
AA+/Aa2
|
|
|
|
|
14,100,000
|
|
|
LIBOR +
0.54%
|
|
(5)
|
|
September
2035
|
|
AA/Aa3
|
|
|
|
|
12,000,000
|
|
|
LIBOR +
0.66%
|
|
(5)
|
|
September
2035
|
|
AA/A1
|
|
|
|
|
10,800,000
|
|
|
LIBOR +
0.68%
|
|
(5)
|
|
September
2035
|
|
AA-/A2
|
|
|
|
|
10,500,000
|
|
|
LIBOR +
0.75%
|
|
(5)
|
|
September
2035
|
|
A+/A3
|
|
|
|
|
9,000,000
|
|
|
LIBOR +
1.25%
|
|
(5)
|
|
September
2035
|
|
A/Baa1
|
|
|
|
|
8,400,000
|
|
|
LIBOR +
1.35%
|
|
(5)
|
|
September
2035
|
|
A-/Baa2
|
|
|
|
|
8,100,000
|
|
|
LIBOR +
1.80%
|
|
(5)
|
|
September
2035
|
|
BBB+/Baa3
|
|
|
|
|
15,000,000
|
|
|
LIBOR +
2.75%
|
|
(5)
|
|
September
2035
|
|
BBB/NR
|
|
|
|
|
8,100,000
|
|
|
LIBOR +
2.75%
|
|
(5)
|
|
September
2035
|
|
BBB-/NR
|
|
|
|
|
N/A
|
|
|
(1)
|
|
(5)
|
|
N/A
|
|
NR
|
|
|
|
|
100
|
|
|
N/A
|
|
(5)
|
|
N/A
|
|
NR
|
|
|
|
|
N/A
|
|
|
N/A
|
|
(5)
|
|
N/A
|
|
NR
|
|
|
|
|
N/A
|
|
|
N/A
|
|
(5)
|
|
N/A
|
|
NR
|
|
|
|
(1)
|
|
The
Pass-Through Rate for each Class of Certificates is as stated in
the definition of “Pass-Through Rate”
herein.
|
|
|
|
|
|
(2)
|
|
On the Margin
Stepup Date, the margin for each Class of the Class A
Certificates will increase to 2 times the applicable margin shown
above and the margin for each Class of Class M Certificates
will increase to 1.5 times the applicable margin shown
above.
|
|
|
|
|
|
(3)
|
|
Assumes the
Distribution Date following the latest possible maturity date for
any Mortgage Loan plus one month.
|
|
|
|
|
|
(4)
|
|
The designation
“NR” means that the Depositor has not and will not
obtain a rating from the respective Rating Agency for the
applicable Class of Certificates.
|
|
|
|
|
|
(5)
|
|
The
Class A Certificates and the Class M Certificates will be
issued in minimum denominations of $25,000 and increments of $1
thereafter. The Class C and Class P Certificates are
issuable only in minimum Percentage Interests of 10%. The
Class R Certificates and the Class RX Certificates are
issuable only in minimum Percentage Interests of 25%.
|
NOW,
THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
- 18 -
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1
Definitions .
Whenever used in
this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this
Section 1.1. All calculations of interest described herein
with respect to any Class of Certificates, other than Class C
Certificates, and the Uncertificated REMIC III Regular Interests
(other than the Class C Interest), shall be made on the basis
of an assumed 360-day year and the actual number of days in the
related Interest Accrual Period. The Class C Certificates, the
Class C Interest and the Uncertificated REMIC I and REMIC II
Regular Interests shall accrue interest on the basis of an assumed
360-day year consisting of twelve 30-day months:
Accepted Servicing Practices : The servicing and
administration of the Mortgage Loans for which the Servicer is
responsible hereunder:
(a) in the
same manner in which, and with the same care, skill, prudence and
diligence with which, the Servicer, generally services and
administers similar mortgage loans with similar mortgagors
(i) for other third parties, giving due consideration to
customary and usual standards of practice of prudent institutional
residential mortgage lenders servicing their own loans or (ii) held
in the Servicer’s own portfolio, as applicable, whichever
standard is higher;
(b) with a
view to the maximization of the recovery on such Mortgage Loans on
a net present value basis and the best interests of the Trust or
any Person to which the Mortgage Loans may be transferred by the
Trust;
(c) without
regard to (i) any relationship that the Servicer or any
affiliate thereof may have with the related Mortgagor or any other
party to the transactions; (ii) the right of the Servicer to
receive compensation or other fees for its services rendered
pursuant to this Agreement; (iii) the obligation of the Servicer to
make Servicing Advances; (iv) the ownership, servicing or
management by the Servicer or any affiliate thereof for others of
any other mortgage loans or mortgaged properties; and (v) any
debt the Servicer or any affiliate of the Servicer has extended to
any mortgagor; and
(d) in
accordance with the applicable state, local and federal laws, rules
and regulations.
Account : Each of the Custodial Account, the Escrow Account,
the Payment Account (including each sub-account thereof), the
Pre-Funding Account, the Reserve Account and the Capitalized
Interest Account.
Accountant : A person engaged in the practice of accounting
who (except when this Agreement provides that an Accountant must be
Independent) may be employed by or affiliated with the Servicer or
an Affiliate of the Servicer.
- 19 -
Adjusted Net Mortgage Rate : With respect to any Mortgage
Loan, the Mortgage Rate thereof reduced by the related Servicing
Fee Rate and the Trustee Fee Rate for such Mortgage
Loan.
Adjustable Rate Mortgage Loan : A Mortgage Loan that
contains a provision pursuant to which the Mortgage Rate is
adjusted periodically.
Adjustment Date : As to each Adjustable Rate Mortgage Loan,
the date on which the Mortgage Rate is adjusted in accordance with
the terms of the related Mortgage Note and Mortgage. The first
Adjustment Date following the Cut-off Date with respect to each
Adjustable Rate Mortgage Loan is set forth on the Mortgage Loan
Schedule attached hereto as Schedule I .
Administrative Expenses : With respect to any Distribution
Date, the sum of:
(a) all
related fees, charges and other amounts payable or reimbursable to
the Trustee and to the Servicer under this Agreement;
(b) any
related unreimbursed expenses incurred by the Servicer in
connection with a liquidation or foreclosure and any unreimbursed
Monthly Advances or Servicing Advances due to the Servicer to the
extent of and from of any Insurance Proceeds, Liquidation Proceeds,
Condemnation Proceeds, the proceeds of from the sale of any
defaulted Mortgage Loans during the related Prepayment Period, and
any partial or full Principal Prepayments, together with any
accrued interest thereon, received during the related Prepayment
Period; and
(c) any
related unreimbursed Non-recoverable Advances due to the
Servicer.
Advance : Any Monthly Advance or Servicing
Advance.
Adverse REMIC Event : As defined in
Section 13.1(f).
Affiliate : With respect to any specified Person, any other
Person controlling or controlled by or under common control with
such specified Person. For the purposes of this definition,
“control” when used with respect to any specified
Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have
meanings correlative to the foregoing.
Aggregate Overcollateralization Release Amount : With
respect to any Distribution Date, the lesser of (i) the
Principal Proceeds and (ii) the Overcollateralization Release
Amount.
Agreement : This Pooling and Servicing Agreement, including
all exhibits and schedules hereto, and all amendments or
supplements hereto.
Allocable Share : With respect to each Class of Certificates
and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is the Certificate Principal Balance of such
Class of Certificates and the denominator of which is the aggregate
of the Certificate Principal Balance of all the
Certificates.
- 20 -
Applied Loss Amount : As defined in
Section 8.2(a).
Appraised Value : With respect to any Mortgage Loan, the
lesser of (i) the value set forth on the appraisal made in
connection with the origination of the related Mortgage Loan as the
value of the related Mortgaged Property, or (ii) the amount
paid by the Mortgagor for the Mortgaged Property, provided,
however , that in the case of a refinanced Mortgage Loan, such
value shall be based solely on the appraisal made in connection
with the origination of such Mortgage Loan.
Assignment of Mortgage : An assignment of the Mortgage,
notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect the assignment of the
Mortgage to the Trustee for the benefit of the Certificateholders,
which assignment shall be at the expense of the Sellers;
provided, however , that the Trustee shall not be
responsible for determining whether any such assignment is in
recordable form.
Available Distribution Amount : With respect to any
Distribution Date, the sum of the Available Principal Funds and the
Available Interest Funds for such Distribution Date, net of
Administrative Expenses, including amounts with respect to
indemnification, withdrawn from the Custodial Account or Payment
Account, as applicable, during the related Interest Accrual
Period.
Available Interest Funds : With respect to any Distribution
Date, the sum of:
(a) the total
amount of all cash in respect of interest received on the Mortgage
Loans including without limitation:
(i) all Scheduled
Monthly Payments of interest collected on the Mortgage Loans and
due during the Due Period related to such Distribution Date,
together with any Monthly Advances in respect thereof;
(ii) all Insurance
Proceeds, Liquidation Proceeds and Condemnation Proceeds from the
Mortgage Loans, in each case in respect of interest, for such
Distribution Date;
(iii) all other
amounts received from the Servicer with respect to the sale of any
defaulted Mortgage Loans in respect of interest during the related
Prepayment Period;
(iv) all accrued
interest on full Principal Prepayments identified as having been
received in respect of the Mortgage Loans during the related
Prepayment Period;
(v) any
Compensating Interest Payments paid by the Servicer in respect of
Prepayment Interest Shortfalls with respect to the Mortgage
Loans;
(vi) the aggregate
Repurchase Price in respect of interest of all Mortgage Loans
purchased by the Sellers from the Trust Fund during the related
Prepayment Period; and
- 21 -
(viii) any amounts
withdrawn from the Capitalized Interest Account in the amount of
the Capitalized Interest Requirement; and
(b) in the
case of (i) through (iv) above, any related amounts
collected which are determined to be attributable to a subsequent
Due Period or Prepayment Period.
Available Principal Funds : With respect to each
Distribution Date, the excess, if any, of (a) the sum of the
Principal Proceeds and the Extra Principal Distribution Amount for
such Distribution Date, over (b) the Overcollateralization
Release Amount for such Distribution Date.
Average Sixty-Day Delinquency Ratio : The ratio of the
average of the aggregate Scheduled Principal Balance of Mortgage
Loans delinquent (including each Mortgage Loan in foreclosure or
for which the Mortgagor has filed for bankruptcy after the Closing
Date) 60 days or more for the preceding six Due Periods to the
average of the sum of the aggregate Scheduled Principal Balance of
the Mortgage Loans and the Pre-Funded Amount, each for such
periods.
Bankruptcy Code : The United States Bankruptcy Code of 1986,
as amended, as codified in 11 U.S.C. §§
101-1330.
Benefit Plan Affidavit : An affidavit in substantially the
form attached hereto as Exhibit P .
Book-Entry Certificates : Each Class of Certificates other
than the Class C, P, R and RX Certificates.
Business Day : Any day other than (a) a Saturday or a
Sunday, or (b) a day on which banking institutions in the
State of New York or any city in which the Corporate Trust Office
of the Trustee or the principal office of the Servicer is located,
are authorized or obligated by law or executive order to be
closed.
Cap Agreement : The rate cap agreement entered into by and
between the Trust and the Cap Provider, dated as of June 24,
2005.
Cap Payment : The aggregate of all payments received from
the Cap Provider on a Distribution Date pursuant to the Cap
Agreement.
Cap Pr |
