STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
WELLS FARGO BANK, NATIONAL ASSOCIATION,
TRUSTEE
and
EMC MORTGAGE CORPORATION
SERVICER, SELLER AND COMPANY
------------------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2005
------------------------------------------------------------------------
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
GreenPoint Mortgage Funding Trust 2005-AR5,
Mortgage Pass-Through Certificates, Series 2005-AR5
ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01
Conveyance of Mortgage Loans to
Trustee..................................38
Section 2.02
Acceptance of Mortgage Loans by
Trustee..................................40
Section 2.03
Assignment of Interest in the Mortgage Loan Purchase
Agreement...........42
Section 2.04
Substitution of Mortgage
Loans...........................................43
Section 2.05
Issuance of
Certificates.................................................44
Section 2.06
Representations and Warranties Concerning the
Depositor..................44
Section 2.07
[Reserved]...............................................................44
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01
Servicer.................................................................46
Section 3.02
REMIC-Related
Covenants..................................................47
Section 3.03
Monitoring of
Servicers..................................................47
Section 3.04
Fidelity
Bond............................................................48
Section 3.05
Power to Act;
Procedures.................................................48
Section 3.06
Due-on-Sale Clauses; Assumption
Agreements...............................49
Section 3.07
Release of Mortgage
Files................................................49
Section 3.08
Documents, Records and Funds in Possession of Servicer To Be Held
for
Trustee..............................................................50
Section 3.09
Standard Hazard Insurance and Flood Insurance
Policies...................51
Section 3.10
Presentment of Claims and Collection of
Proceeds.........................51
Section 3.11
Maintenance of the Primary Mortgage Insurance
Policies...................52
Section 3.12
Trustee to Retain Possession of Certain Insurance Policies and
Documents................................................................52
Section 3.13
Realization Upon Defaulted Mortgage
Loans................................52
Section 3.14
Compensation for the
Servicer............................................53
Section 3.15
REO
Property.............................................................53
Section 3.16
Annual Officer's Certificate as to
Compliance............................54
Section 3.17
Annual Independent Accountant's Servicing
Report.........................54
Section 3.18
Reports Filed with Securities and Exchange
Commission....................55
Section 3.19
UCC......................................................................55
Section 3.20
Optional Purchase of Defaulted Mortgage
Loans............................56
ARTICLE IV
ACCOUNTS
Section 4.01
Custodial
Account........................................................58
Section 4.02
Permitted Withdrawals and Transfers from the Custodial
Account...........59
Section 4.03
Distribution
Account.....................................................60
Section 4.04
Permitted Withdrawals and Transfers from the Distribution
Account........60
Section 4.05
Class A Reserve Fund, Class I-A-2 Reserve Fund and Subordinate
Reserve
Fund.............................................................60
Section 4.06
Statements to the
Trustee................................................60
Section 4.07
[Reserved]
Section 4.08
[Reserved]
Section 4.09
Class XP Reserve
Account.................................................60
Section 4.10
Certificate Insurance Policy and the Policy
Account......................60
ARTICLE V
CERTIFICATES
Section 5.01
Certificates.............................................................63
Section 5.02
Registration of Transfer and Exchange of
Certificates....................69
Section 5.03
Mutilated, Destroyed, Lost or Stolen
Certificates........................72
Section 5.04
Persons Deemed
Owners....................................................73
Section 5.05
Transfer Restrictions on Residual
Certificates...........................73
Section 5.06
Restrictions on Transferability of
Certificates..........................74
Section 5.07
ERISA
Restrictions.......................................................75
Section 5.08
Rule 144A
Information....................................................76
ARTICLE VI
PAYMENTS TO CERTIFICATEHOLDERS
Section 6.01
Distributions on the
Certificates........................................77
Section 6.02
Allocation of Losses and Subsequent
Recoveries...........................82
Section 6.03
Payments.................................................................84
Section 6.04
Statements to
Certificateholders.........................................85
Section 6.05
Monthly
Advances.........................................................87
Section 6.06
Compensating Interest
Payments...........................................87
Section 6.07
Distributions on REMIC I Regular Interests and REMIC II Regular
Interests................................................................88
ARTICLE VII
THE SERVICER
Section 7.01
Liabilities of the
Servicer..............................................89
Section 7.02
Merger or Consolidation of the
Servicer..................................89
Section 7.03
Indemnification of the Trustee, the Servicer and the
Trustee.............89
Section 7.04
Limitations on Liability of the Servicer and
Others......................90
Section 7.05
Servicer Not to
Resign...................................................91
Section 7.06
Successor
Servicer.......................................................91
Section 7.07
Sale and Assignment of
Servicing.........................................91
ARTICLE VIII
DEFAULT
Section 8.01
Events of
Default........................................................93
Section 8.02
Trustee to Act; Appointment of
Successor.................................94
Section 8.03
Notification to
Certificateholders.......................................95
Section 8.04
Waiver of
Defaults.......................................................95
Section 8.05
List of
Certificateholders...............................................96
ARTICLE IX
CONCERNING THE TRUSTEE
Section 9.01
Duties of
Trustee........................................................97
Section 9.02
Certain Matters Affecting the
Trustee....................................99
Section 9.03
Trustee Not Liable for Certificates or Mortgage
Loans...................100
Section 9.04
Trustee May Own
Certificates............................................101
Section 9.05
Trustee's Fees and
Expenses.............................................101
Section 9.06
Eligibility Requirements for
Trustee....................................101
Section 9.07
Insurance...............................................................102
Section 9.08
Resignation and Removal of the
Trustee..................................102
Section 9.09
Successor
Trustee.......................................................103
Section 9.10
Merger or Consolidation of
Trustee......................................104
Section 9.11
Appointment of Co-Trustee or Separate
Trustee...........................104
Section 9.12
Federal Information Returns and Reports to Certificateholders;
REMIC
Administration....................................................105
ARTICLE X
TERMINATION
Section 10.01
Termination Upon Repurchase by EMC or its Designee or Liquidation
of the Mortgage
Loans...................................................108
Section 10.02
Additional Termination
Requirements.....................................110
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01
Intent of
Parties.......................................................112
Section 11.02
Amendment...............................................................112
Section 11.03
Recordation of
Agreement................................................113
Section 11.04
Limitation on Rights of
Certificateholders..............................113
Section 11.05
Acts of
Certificateholders..............................................114
Section 11.06
Governing
Law...........................................................115
Section 11.07
Notices.................................................................115
Section 11.08
Severability of
Provisions..............................................116
Section 11.09
Successors and
Assigns..................................................116
Section 11.10
Article and Section
Headings............................................116
Section 11.11
Counterparts............................................................116
Section 11.12
Notice to Rating
Agencies...............................................116
APPENDICES
Appendix 1
-
Calculation of Class Y Principal Reduction Amounts
Appendix 2
-
Calculation of REMIC II Principal Reduction Amounts
EXHIBITS
Exhibit A-1
-
Form of Class A Certificates
Exhibit A-2
-
Form of Class M Certificates
Exhibit A-3
-
Form of Class B-1, B-2 and B-3 Certificates
Exhibit A-4-1
-
Form of Class R Certificates
Exhibit A-4-2
-
Form of Class R-X Certificates
Exhibit A-5
-
Form of Senior Class X Certificates
Exhibit A-6
-
Form of Class M-X Certificates
Exhibit A-7
-
Form of Class B-4, B-5 and B-6 Certificates
Exhibit A-8
-
Form of Class XP Certificate
Exhibit B
-
Mortgage Loan Schedule
Exhibit C
-
[Reserved]
Exhibit D
-
Request for Release of Documents
Exhibit E
-
Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1
-
Form of Investment Letter
Exhibit F-2
-
Form of Rule 144A and Related Matters Certificate
Exhibit G
-
Form of Custodial Agreement
Exhibit H
-
Mortgage Loan Purchase Agreement
Exhibit I
-
Form of Trustee Limited Power of Attorney
Exhibit J
-
[Reserved]
Exhibit K
-
Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L
-
Reporting Data for Defaulted Loans
Exhibit M
-
[Reserved]
Exhibit N
-
[Reserved]
Exhibit O
-
Certificate Insurance Policy
149
POOLING AND SERVICING AGREEMENT
Pooling and Servicing
Agreement dated as of October 1, 2005,
among
Structured Asset
Mortgage Investments II Inc., a Delaware
corporation,
as depositor (the "Depositor"),
Wells
Fargo
Bank,
National
Association,
a banking
association
organized
under the laws of the
United States,
not in its individual
capacity but solely as trustee (the
"Trustee") and EMC
Mortgage
Corporation,
as servicer (in such capacity,
the
"Servicer"),
as company (in such
capacity, the "Company" or "EMC") and, as seller (in such capacity,
the "Seller").
PRELIMINARY STATEMENT
On or prior to the Closing Date,
the Depositor
acquired the Mortgage
Loans from the
Seller.
On the Closing
Date,
the Depositor
will sell the Mortgage
Loans and certain other
property to the Trust Fund and receive in consideration
therefor Certificates
evidencing the
entire beneficial ownership interest in the Trust Fund.
The Trustee on behalf of the Trust shall make an election for the
assets
constituting
REMIC I to be treated for federal
income tax
purposes as a REMIC.
On the Startup
Day,
the
REMIC I Regular Interests will be designated "regular interests" in
such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets
constituting
REMIC II to be treated for federal
income tax
purposes as a REMIC.
On the Startup
Day, the
REMIC II Regular Interests will be designated "regular interests"
in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets
constituting
REMIC III to be treated for federal
income tax
purposes as a REMIC.
On the Startup Day, the
REMIC III Regular Interests will be designated "regular interests"
in such REMIC.
The Trustee on behalf of the Trust shall make an election for the
assets
constituting
REMIC IV to be treated for federal
income tax
purposes as a REMIC.
On the Startup
Day, the
REMIC IV Regular Interests will be designated "regular interests"
in such REMIC.
The Class R
Certificates will evidence
ownership of the "residual
interest" in each
of REMIC I, REMIC II and REMIC III. The
Class R-X
Certificates
will
evidence
ownership of
the "residual interest" in REMIC IV.
The Group I
Mortgage
Loans
will have an
Outstanding
Principal
Balance
as of the
Cut-off Date,
after
deducting all Scheduled
Principal due on or before the Cut-off Date, of
approximately
$400,404,842.
The
Sub-Group
IIa
Mortgage
Loans
will
have an
Outstanding
Principal
Balance as of the Cut-off Date,
after deducting all Scheduled
Principal due on or
before the Cut-off
Date, of
approximately
$293,270,183.
The
Sub-Group IIb Mortgage
Loans
will have an
Outstanding
Principal
Balance as of the
Cut-off
Date,
after
deducting
all
Scheduled
Principal
due on or before the Cut-off Date, of
approximately
$260,689,828.
The
Sub-Group
IIc Mortgage
Loans will have an
Outstanding
Principal
Balance as of the Cut-off
Date,
after
deducting
all
Scheduled
Principal
due on or
before
the
Cut-off
Date,
of
approximately
$143,703,912.
The Group III Mortgage Loans will have an Outstanding
Principal
Balance as of the Cut-off Date,
after deducting all Scheduled
Principal due on or before the
Cut-off
Date,
of
approximately
$137,649,937.
The
Group IV
Mortgage
Loans
will have an
Outstanding
Principal
Balance
as
of
the
Cut-off
Date,
after
deducting
all
Scheduled
Principal due on or before the Cut-off Date, of approximately
$197,667,137.
In
consideration
of the mutual
agreements
herein
contained,
the
Depositor,
the
Servicer, the Seller, the Company and the Trustee agree as follows:
ARTICLE I
Definitions
Whenever used in this
Agreement,
the following words and phrases,
unless
otherwise
expressly
provided
or
unless
the
context
otherwise
requires,
shall
have the
meanings
specified in this Article.
Accepted
Servicing
Practices:
With respect to any
Mortgage
Loan,
as
applicable,
those
customary
mortgage
servicing
practices,
including
prudent
collection
and
loan
administration
procedures,
of prudent mortgage servicing
institutions that service mortgage
loans of the same
type and
quality
as such
Mortgage
Loan in the
jurisdiction
where
the
related Mortgaged Property is located, to the extent applicable to
the Servicer.
Account:
The
Custodial
Account,
the
Distribution
Account,
the Class XP
Reserve
Account,
the Class A Reserve Fund,
the
Subordinate
Reserve Fund or the Class I-A-2 Reserve
Fund as the context may require.
Accrued
Certificate
Interest:
With
respect
to the
Certificates
of any
Class or
Component
(other
than the
Class R
Certificates,
Class R-X
Certificates
and the Class XP
Certificates)
on any
Distribution
Date, is equal to the amount of interest
accrued
during
the
related
Interest
Accrual
Period at the
applicable
Pass-Through
Rate on the
Current
Principal Amount or Notional Amount, as applicable,
of such Certificate
immediately prior to
such
Distribution
Date,
less (1) in the case of a Senior
Certificate,
such
Certificate's
share of (a) Prepayment
Interest
Shortfalls on the related Mortgage Loans, to the extent not
covered by Compensating
Interest
Payments paid by the Servicer,
(b) interest
shortfalls on
the related
Mortgage Loans
resulting from the application of the Relief Act or similar state
law, (c) after the applicable
Cross-Over
Date, the interest
portion of any Realized
Losses
on the related
Mortgage
Loans,
in each case,
allocated
thereto in accordance with Section
6.02(g) and (d) any shortfalls
resulting from Net Deferred
Interest on Mortgage Loans in the
related Loan Group or Sub-Group
allocated thereto in accordance with Section 6.01(e),
(2) in
the case of a Subordinate
Certificate,
such Certificate's
share of (a) Prepayment
Interest
Shortfalls on the Mortgage
Loans in each Loan Group or
Sub-Group,
to the extent not covered
by
Compensating
Interest
Payment
paid by the
Servicer,
(b)
interest
shortfalls
on the
Mortgage Loans in each Loan Group or Sub-Group
resulting
from the
application of the Relief
Act or similar
state law,
(c) the interest
portion of any
Realized
Losses on the Mortgage
Loans in each Loan Group or Sub-Group
allocated
thereto in accordance
with Section
6.02(g)
and (d) any
shortfalls
resulting
from Net Deferred
Interest on the Mortgage
Loans in each
Loan Group or Sub-Group
allocated thereto in accordance with Section 6.01(e),
and (3) in the
case of the
Class X
Certificates,
the
amount of any
Carryover
Shortfall
Amount
for the
related Class A Certificates
or Components
(in the case of the Senior Class X
Certificates)
and, with respect to the Class II-X Certificates,
for the unrelated
Components (as described
in Section
6.01(a)
herein) and any Carryover
Shortfall
Amount for the Class M Certificates
and
the
Class
B
Certificates
(in
the
case
of
the
Class
M-X
Certificates).
Accrued
Certificate
Interest is
calculated
on the basis of (i) a 360-day year
consisting of twelve
30-day
months for the Class
I-A-2,
Class IV-A and Class X
Certificates
and (ii) a 360-day
year and the actual
number of days
elapsed in the
Interest
Accrual
Period for the Class A
(other than the Class I-A-2 Certificates and the Class IV-A
Certificates),
Class M and Class
B Certificates.
No Accrued Certificate
Interest will be payable with respect to any Class or
Component of Certificates
if the outstanding
Current
Principal
Amount of such
Certificate
(other than the Class X Certificates) has been reduced to zero.
Affiliate:
As to any Person,
any other Person
controlling,
controlled
by or under
common
control
with such
Person.
"Control"
means the power to direct the
management
and
policies
of
a
Person,
directly
or
indirectly,
whether
through
ownership
of
voting
securities,
by
contract
or
otherwise.
"Controlled"
and
"Controlling"
have
meanings
correlative to the
foregoing.
The Trustee may
conclusively
presume that a Person is not an
Affiliate of another Person unless a Responsible
Officer of the Trustee has actual
knowledge
to the contrary.
Aggregate
Premium
Amount:
As to any
Distribution
Date and each
Class of
Insured
Certificates,
the
product
of
one-twelfth
of the
Premium
Rate and the
aggregate
of the
Current
Principal
Amounts
of
the
Insured
Certificates
on
the
immediately
preceding
Distribution
Date, or, in the case of the first
Distribution Date, the Closing Date, in each
case after giving effect to distributions of principal made on such
Distribution Date.
Agreement:
This
Pooling
and
Servicing
Agreement
and all
amendments
hereof
and
supplements hereto.
Allocable
Share:
With
respect
to any
Class of
Subordinate
Certificates
and any
Distribution
Date, an amount equal to the product of (i) the
Subordinate
Optimal
Principal
Amount after giving effect to the reduction of the Current
Principal
Amount of the Class M-X
Certificates on such
Distribution
Date and (ii) the fraction,
the numerator of which is the
Current
Principal Amount of such Class and the denominator of which is the
aggregate
Current
Principal Amount of all Classes of the Subordinate
Certificates;
provided,
however, that no
Class of Subordinate
Certificates
(other than the outstanding
Class M Certificates or if no
Class M
Certificates
are
outstanding,
the Class of Class B
Certificates
with the
lowest
numerical
designation)
shall be entitled on any Distribution
Date to receive
distributions
pursuant to clauses (ii),
(iii) and (v) of the
definition of Subordinate
Optimal
Principal
Amount unless the related
Class Prepayment
Distribution
Trigger for such
Distribution Date
has been satisfied (any amount
distributable
pursuant to clauses (ii),
(iii) and (v) of the
definition of Subordinate
Optimal
Principal
Amount shall be
distributed
among the Classes
entitled thereto,
pro rata based on their respective
Current Principal
Amounts);
provided,
further,
that if on a
Distribution
Date,
the
Current
Principal
Amount
of any
Class of
Subordinate
Certificates
for which the
related
Class Prepayment
Distribution
Trigger has
been
satisfied
is
reduced
to
zero,
such
Class's
remaining
Allocable
Share
shall
be
distributed
to the remaining
Classes of Subordinate
Certificates
which satisfy the related
Class Prepayment
Distribution
Trigger in reduction
of their
respective
Current
Principal
Amounts,
sequentially,
first
to
the
Class
M
Certificates
and
then
to
the
Class
B
Certificates, in each case, in the order of their numerical Class
designations.
Applicable Credit Rating:
For any long-term
deposit or security,
a credit rating of
AAA in the case of S&P or Aaa in the
case of
Moody's
(or with
respect
to
investments
in
money market
funds,
a credit rating of "AAAm" or "AAAm-G" in the case of S&P and
the highest
rating given by Moody's for money market
funds in the case of
Moody's).
For any
short-term
deposit
or
security,
or a
rating
of A-l+ in the
case of S&P or
Prime-1
in the
case of
Moody's.
Applicable
State Law:
For
purposes of
Section 9.12(d),
the
Applicable
State Law
shall
be (a)
the
law of
the
State
of New
York
and
(b)
such
other
state
law
whose
applicability
shall
have been
brought to the
attention
of the
Trustee
by either
(i) an
Opinion of Counsel
reasonably
acceptable
to the Trustee
delivered to it by the Servicer or
the
Depositor,
or
(ii) written
notice
from the
appropriate
taxing
authority
as to the
applicability of such state law.
Appraised
Value:
For any Mortgaged
Property
related to a Mortgage Loan, the amount
set forth as the
appraised
value of such
Mortgaged
Property in an
appraisal
made for the
mortgage originator in connection with its origination of the
related Mortgage Loan.
Assumed Final
Distribution Date: For the Offered
Certificates
(other than the Class
II-A-2 Certificates and the Class III-A-2
Certificates)
November 25, 2045, and for the Class
II-A-2
Certificates
and the Class
III-A-2
Certificates,
November 25, 2046, or if any such
day is not a Business Day, the next succeeding Business Day.
Available
Funds:
With
respect
to
any
Distribution
Date
and
a
Loan
Group
or
Sub-Group,
an amount
equal to the
aggregate
of the
following
amounts with respect to the
Mortgage
Loans in the
related
Loan
Group:
(a) all
previously
undistributed
payments on
account of
principal
(including
the
principal
portion of
Scheduled
Payments,
Principal
Prepayments
and the
principal
portion
of Net
Liquidation
Proceeds)
and
all
previously
undistributed
payments
on account of
interest
received
after the
Cut-off
Date and on or
prior to the related
Determination
Date from the Mortgage Loans in the related Loan Group or
Sub-Group,
(b) any Monthly Advances and Compensating
Interest
Payments by the Servicer with
respect to such
Distribution
Date in respect of the Mortgage Loans in the related Loan Group
or Sub-Group,
(c) any reimbursed
amount in connection with losses on investments of deposits
in an account for the related
Mortgage Loans and (d) any amount
allocated from the Available
Funds of another Loan Group in accordance with Section 6.01(a)(F),
except:
(i) all payments that were received before the Cut-off Date;
(ii) all
Principal
Prepayments
and
Liquidation
Proceeds
received
after
the
applicable
Prepayment Period;
(iii) all
payments,
other
than
Principal
Prepayments,
that
represent
early
receipt of
Scheduled Payments due on a date or dates subsequent to the related
Due Date;
(iv) amounts
received on particular
Mortgage Loans as late payments of principal or interest
and respecting which, and to the extent that, there are any
unreimbursed Monthly Advances;
(v) amounts representing Monthly Advances determined to be
Nonrecoverable Advances;
(vi) any
investment
earnings
on amounts on deposit in the
Custodial
Account,
the Class A
Reserve
Fund,
the
Subordinate
Reserve
Fund,
the
Class
I-A-2
Reserve
Fund
and
the
Distribution
Account and amounts
permitted to be withdrawn
from the
Custodial
Account and
the Distribution Account pursuant to this Agreement;
(vii) amounts
needed to pay the
Servicing
Fee or to reimburse
the Servicer for amounts due
under
this
Agreement
to the
extent
such
amounts
have
not
been
retained
by,
or paid
previously to, the Servicer;
(viii) amounts
applied
to pay any fees with
respect
to any
lender-paid
primary
mortgage
insurance policy (if any);
(ix) any
expenses
or
other
amounts
reimbursable
to the
Trustee,
the
Servicer
and the
Custodian pursuant to Section 7.04(c) or Section 9.05; and
(x)
the portion of the Aggregate Premium Amount payable on such
Distribution Date to the Certificate Insurer.
Average
Loss
Severity
Percentage:
With respect to any
Distribution
Date and each
Loan Group,
the
percentage
equivalent
of a fraction,
the numerator of which is the sum of
the Loss Severity
Percentages
for each Mortgage Loan in such Loan Group which had a Realized
Loss and the
denominator
of which is the number of Mortgage
Loans in the related Loan Group
that had Realized Losses.
Bankruptcy
Code:
The United
States
Bankruptcy
Code,
as amended as codified in 11
U.S.C. §§ 101-1330.
Bankruptcy
Loss:
With respect to any Mortgage Loan, any Deficient
Valuation or Debt
Service Reduction related to such Mortgage Loan as reported by the
Servicer.
Book-Entry
Certificates:
Initially,
all
Classes
of
Certificates
other
than the
Private Certificates and the Residual Certificates.
Business
Day: Any day other than (i) a
Saturday or a Sunday,
or (ii) a day on which
the New York Stock Exchange or Federal
Reserve is closed or on which banking
institutions in
the
jurisdiction
in which the Trustee,
the
Custodian or the
Servicer
are
authorized
or
obligated by law or executive order to be closed.
Carryover
Shortfall Amount:
For any Distribution Date and for the Class I-A-1, Class
II-A,
Class III-A,
Class M and Class B Certificates,
an amount equal to the sum of: (i) the
excess, if any, of (a) the amount of Accrued
Certificate
Interest that would have accrued on
such
class at a
pass-through
rate
equal to the
lesser
of (I)
One-Month
LIBOR
plus the
related Margin and (II) 10.50%,
over (b) the amount of Accrued
Certificate
Interest on such
Class for such
Distribution
Date less the amount of any Net Deferred
Interest
added to the
Current
Principal
Amount of such Class on that
Distribution
Date;
(ii) the portion of the
amount
described in clause (i) above
remaining
unpaid from prior
Distribution
Dates;
and
(iii) one
month's
interest
at the rate
described
in
clause
(i)(a)
above on the
amount
described in clause (ii) above.
Cash Liquidation:
As to any defaulted
Mortgage Loan other than a Mortgage Loan as to
which an REO Acquisition
occurred,
a determination
by the Servicer that it has received all
Insurance
Proceeds,
Liquidation
Proceeds and other
payments or cash
recoveries
which the
Servicer
reasonably and in good faith expects to be finally
recoverable with respect to such
Mortgage Loan.
Certificate:
Any mortgage pass-through
certificate evidencing a beneficial ownership
interest
in the Trust Fund
signed and
countersigned
by the
Trustee in
substantially
the
forms
annexed
hereto as Exhibits
A-1,
A-2, A-3, A-4, A-5, A-6, A-7 and A-8 with the blanks
therein appropriately completed.
Certificate
Group:
With
respect
to Loan
Group I, the Group I
Certificates,
with
respect to Loan
Group II,
the Group II
Certificates,
with
respect to Loan Group III,
the
Group III Certificates, and with respect to Loan Group IV, the
Group IV Certificates.
Certificate
Insurance Policy: The Certificate
Insurance Policy,
dated as of October
31, 2005,
endorsed by the Certificate
Insurer to the Trustee on behalf of the Holders of the
Insured Certificates, a copy of which is attached hereto as Exhibit
O.
Certificate Insurer:
Ambac Assurance Corporation.
Certificate
Insurer
Default:
The existence and continuance of any of the following:
(a) a failure by the
Certificate
Insurer to make a payment
required
under the
Certificate
Insurance
Policy in accordance with its terms;
(b) the entry of a decree or order of a court
or agency having
jurisdiction
in respect of the Certificate
Insurer in an involuntary
case
under
any
present
or
future
federal
or
state
bankruptcy,
insolvency
or
similar
law
appointing
a
conservator
or
receiver
or
liquidator
or
other
similar
official
of the
Certificate
Insurer or of any substantial
part of its property,
or the entering of an order
for
the
winding
up or
liquidation
of the
affairs
of the
Certificate
Insurer
and
the
continuance
of any such decree or order
undischarged
or unstayed
and in force for a period
of 90 consecutive
days;
(c) the
Certificate
Insurer shall consent to the
appointment of a
conservator
or
receiver
or
liquidator
or
other
similar
official
in
any
insolvency,
readjustment
of debt,
marshaling
of assets and
liabilities
or similar
proceedings
of or
relating
to the
Certificate
Insurer or of or relating
to all or
substantially
all of its
property;
or (d) the
Certificate
Insurer
shall admit in writing its
inability
to pay its
debts
generally
as they
become
due,
file a petition
to take
advantage
of or
otherwise
voluntarily
commence
a case or
proceeding
under
any
applicable
bankruptcy,
insolvency,
reorganization
or
other
similar
statute,
make
an
assignment
for
the
benefit
of
its
creditors, or voluntarily suspend payment of its obligations.
Certificate
Owner:
Any
Person
who
is
the
beneficial
owner
of
a
Certificate
registered in the name of the Depository or its nominee.
Certificate Register:
The register maintained pursuant to Section 5.02.
Certificateholder:
A Holder of a Certificate.
Class:
With
respect to the
Certificates,
any of Class I-A-1,
Class
I-A-2,
Class
II-A-1, Class II-A-2, Class III-A-1,
Class III-A-2,
Class IV-A-1, Class IV-A-2, Class I-X-1,
Class I-X-2, Class II-X-1,
Class II-X-2,
Class II-X-3,
Class III-X-1,
Class IV-X-1,
Class
IV-X-2,
Class M-X,
Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class
B-1,
Class B-2,
Class B-3,
Class B-4, Class B-5, Class B-6, Class R, Class R-X and Class XP
Certificates.
Class A
Certificates:
The
Class
I-A,
Class
II-A,
Class
III-A
and
Class
IV-A
Certificates.
Class A Reserve Fund:
As described in Section 4.05 herein.
Class B
Certificates:
The Class B-1,
Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates.
Class I-A Certificates: The Class I-A-1 Certificates and the Class
I-A-2 Certificates.
Class I-A-2 Reserve Fund: As described in Section 4.05 herein.
Class
I-X
Certificates:
The
Class
I-X-1
Certificates
and
the
Class
I-X-2
Certificates.
Class I-X-1
Notional
Amount:
With
respect to any
Distribution
Date and the Class
I-X-1
Certificates,
the Current
Principal
Amount of the Class I-A-1
Certificates
and the
Class I-X-1
Certificates
(before
taking
into
account
the
payment of
principal
on such
Certificates on such Distribution Date).
Class I-X-2
Notional
Amount:
With
respect to any
Distribution
Date and the Class
I-X-2
Certificates,
the Current
Principal
Amount of the Class I-A-2
Certificates
and the
Class I-X-2
Certificates
(before
taking
into
account
the
payment of
principal
on such
Certificates on such Distribution Date).
Class
II-A
Certificates:
The
Class
II-A-1
Certificates
and
the
Class
II-A-2
Certificates.
Class
II-A-1
Certificates:
The Class
II-A-1a,
Class
II-A-1b
and
Class
II-A-1c
Components.
Class
II-A-2
Certificates:
The Class
II-A-2a,
Class
II-A-2b
and
Class
II-A-2c
Components.
Class
II-X
Certificates:
The
Class
II-X-1,
Class
II-X-2
and
Class
II-X-3
Certificates.
Class II-X-1
Notional
Amount:
With respect to any
Distribution
Date and the Class
II-X-1
Certificates,
the Current Principal Amount of the Class II-A-1a Component,
the Class
II-A-2a
Component and the Class II-X-1
Certificates
(before taking into account the payment
of principal on such Components or Certificates on such
Distribution Date).
Class II-X-2
Notional
Amount:
With respect to any
Distribution
Date and the Class
II-X-2
Certificates,
the Current Principal Amount of the Class II-A-1b Component,
the Class
II-A-2b
Component and the Class II-X-2
Certificates
(before taking into account the payment
of principal on such Components or Certificates on such
Distribution Date).
Class II-X-3
Notional
Amount:
With respect to any
Distribution
Date and the Class
II-X-3
Certificates,
the Current Principal Amount of the Class II-A-1c Component,
the Class
II-A-2c
Component and the Class II-X-3
Certificates
(before taking into account the payment
of principal on such Components or Certificates on such
Distribution Date).
Class
III-A
Certificates:
The Class
III-A-1
Certificates
and the
Class
III-A-2
Certificates.
Class III-X-1
Notional Amount:
With respect to any
Distribution
Date and the Class
III-X-1
Certificates,
the Current
Principal Amount of the Class III-A-1,
Class III-A-2 and
Class
III-X-1
Certificates
(before
taking into
account the payment of
principal
on such
Certificates on such Distribution Date).
Class
IV-A
Certificates:
The
Class
IV-A-1
Certificates
and
the
Class
IV-A-2
Certificates.
Class
IV-X
Certificates:
The
Class
IV-X-1
Certificates
and
the
Class
IV-X-2
Certificates.
Class IV-X-1
Notional
Amount:
With respect to any
Distribution
Date and the Class
IV-X-1
Certificates,
the Current
Principal Amount of the Class IV-A-1
Certificates and the
Class
IV-X-1
Certificates
(before
taking into
account the
payment of
principal
on such
Certificates on such Distribution Date).
Class IV-X-2
Notional
Amount:
With respect to any
Distribution
Date and the Class
IV-X-2
Certificates,
the Current
Principal Amount of the Class IV-A-2
Certificates and the
Class
IV-X-2
Certificates
(before
taking into
account the
payment of
principal
on such
Certificates on such Distribution Date).
Class M
Certificates:
The Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 and
Class M-6 Certificates.
Class M-X Notional
Amount:
With respect to any
Distribution
Date and the Class M-X
Certificates,
the aggregate
Current Principal Amount of the Class M-X, Class M and the Class
B Certificates
(before taking into account the payment of principal on such
Certificates
on
such Distribution Date).
Class Prepayment
Distribution
Trigger:
For
a
Class of
Subordinate
Certificates
(other
than the Class M-X
Certificates)
for any
Distribution
Date,
the
Class Prepayment
Distribution
Trigger is satisfied if the fraction (expressed as a percentage),
the numerator
of
which
is
the
aggregate
Current
Principal
Amount
of
such
Class and
each
Class of
Subordinate
Certificates,
respectively,
subordinate thereto, if any, and the denominator of
which is the Scheduled
Principal
Balance of all of the Mortgage
Loans as of the related Due
Date, equals or exceeds such percentage calculated as of the
Closing Date.
Class R
Certificate:
Any one of the Class R
Certificates
substantially in the form
annexed
hereto
as
Exhibit
A-4-1
and
evidencing
ownership
of
interests
designated
as
"residual
interests"
in
REMIC I,
REMIC II
and
REMIC
III
for
purposes
of
the
REMIC
Provisions.
Component I
of the
Class R
Certificates
is
designated
as the sole
class of
"residual interest" in REMIC I,
Component II of the Class R Certificates is designated as the
sole class of "residual
interest" in REMIC II and
Component III
of the Class R Certificates
is designated as the sole class of "residual interest" in REMIC
III.
Class R-X
Certificate:
Any one of the Class R-X
Certificates
substantially
in the
form annexed
hereto as Exhibit A-4-2 and evidencing
ownership of the "residual
interest" in
REMIC IV for purposes of the REMIC Provisions.
Class R Deposit:
The $100 deposit into the
Distribution
Account by the Depositor on
the Closing Date to pay the Class R
Certificates
in accordance with
Section 6.01(a)
on the
Distribution Date occurring in November 2005.
Class X Certificates: The Senior Class X Certificates and the Class
M-X Certificates.
Class XP Reserve
Account:
The
account
established
and
maintained
by the Trustee
pursuant to Section 4.09 hereof.
Class Y Principal
Reduction Amounts:
For any Distribution Date, the amounts by which
the
Uncertificated
Principal
Balances of the Class Y Regular
Interests
will be reduced on
such
Distribution
Date
by the
allocation
of
Realized
Losses
and
the
distribution
of
principal, determined as described in Appendix 1.
Class Y Regular
Interests:
The Class Y-1
Regular
Interest,
the Class Y-2
Regular
Interest, the Class Y-3 Regular Interest and the Class Y-4 Regular
Interest..
Class Y-1 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Y-1
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Y-1
Regular
Interest on such
Distribution Date.
Class Y-1 Principal
Reduction Amount : The Class Y Principal Reduction Amount for the
Class Y-1 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Y-1
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Y-2 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Y-2
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Y-2
Regular
Interest on such
Distribution Date.
Class Y-2 Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the
Class Y-2 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Y-2
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Y-3 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Y-3
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Y-3
Regular
Interest on such
Distribution Date.
Class Y-3 Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the
Class Y-3 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Y-3
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Y-4 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Y-4
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Y-4
Regular
Interest on such
Distribution Date.
Class Y-4 Principal
Reduction Amount: The Class Y Principal
Reduction Amount for the
Class Y-4 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Y-4
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Z Principal
Reduction Amounts:
For any Distribution Date, the amounts by which
the
Uncertificated
Principal
Balances of the Class Z Regular
Interests
will be reduced on
such
Distribution
Date
by the
allocation
of
Realized
Losses
and
the
distribution
of
principal,
which
shall be in each case the
excess
of (A) the sum of (x) the
excess of the
REMIC I
Available
Distribution
Amount for the related Group (i.e.
the "related
Group" for
the Class Z-1 Regular
Interest is the Group I Mortgage
Loans,
the
"related
Group" for the
Class Z-2 Regular
Interest is the Group II Mortgage Loans,
the "related Group" for the Class
Z-3 Regular
Interest is the Group III Mortgage
Loans and the
"related
Group" for the Class
Z-4
Regular
Interest is the Group IV
Mortgage
Loans)
over the sum of the amounts
thereof
distributable
(i) in respect of
interest
on such Class Z Regular
Interest
and the related
Class Y Regular
Interest,
(ii) to such
Class Z Regular
Interest
and the
related
Class Y
Regular
Interest
pursuant
to
clause
(e)(i) of the
definition
of
"REMIC I
Distribution
Amount" and (iii) in the case of the Group I Mortgage Loans,
to the Class R Certificates
and
(y) the amount of Realized
Losses
allocable to principal
for the related Group over (B) the
Class Y Principal Reduction Amount for the related Group.
Class Z Regular
Interests:
The Class Z-1
Regular
Interest,
the Class Z-2
Regular
Interest, the Class Z-3 Regular Interest and the Class Z-4 Regular
Interest.
Class Z-1 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Z-1
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Z-1
Regular
Interest on such
Distribution Date.
Class Z-1 Principal
Reduction Amount: The Class Z Principal
Reduction Amount for the
Class Z-1 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Z-1
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Z-2 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Z-2
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Z-2
Regular
Interest on such
Distribution Date.
Class Z-2 Principal
Reduction Amount : The Class Z Principal Reduction Amount for the
Class Z-2 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Z-2
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Z-3 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Z-3
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Z-3
Regular
Interest on such
Distribution Date.
Class Z-3 Principal
Reduction Amount : The Class Z Principal Reduction Amount for the
Class Z-3 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Z-3
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Class Z-4 Principal
Distribution
Amount:
For any Distribution
Date, the excess, if
any,
of the
Class
Z-4
Principal
Reduction
Amount
for such
Distribution
Date
over the
principal
portion of Realized
Losses
allocated
to the Class Z-4
Regular
Interest on such
Distribution Date.
Class Z-4 Principal
Reduction Amount : The Class Z Principal Reduction Amount for the
Class Z-4 Regular Interest as determined pursuant to the provisions
of the Appendix 1.
Class Z-4
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in
REMIC I which
constitutes a REMIC I Regular
Interest and is entitled to distributions as set
forth herein.
Closing Date:
October 31, 2005.
Code:
The Internal Revenue Code of 1986, as amended.
Company: EMC.
Compensating Interest Payment: As defined in Section 6.06.
Component
Group:
With respect to Sub-Group IIa, the Sub-Group IIa
Components,
with
respect to Sub-Group
IIb, the Sub-Group IIb
Components,
and with respect to Sub-Group
IIc,
the Sub-Group IIc Components.
Components:
The Class II-A-1a,
Class II-A-2a,
Class II-A-1b,
Class II-A-2b,
Class
II-A-1c and Class II-A-2c Components.
Corporate Trust Office: The designated office of the Trustee,
where at any particular
time its corporate
trust business with respect to this Agreement shall be
administered.
For
the purpose of
registration
and transfer and exchange
only,
the Corporate
Trust Office of
the Trustee
shall be located at Sixth Street and
Marquette
Avenue,
Minneapolis,
Minnesota
55479,
Attention:
Corporate Trust Group, GreenPoint Mortgage Funding 2005-AR5. The
Corporate
Trust
Office of the
Trustee at the date of the
execution
of this
Agreement
for all other
purposes
is
located
at 9062
Old
Annapolis
Road,
Columbia,
Maryland
21045,
Attention:
Corporate Trust Group, GreenPoint Mortgage Funding 2005-AR5.
Cross-Over
Date:
The
first
Distribution
Date
on
which
the
aggregate
Current
Principal Amount of the Subordinate Certificates has been reduced
to zero.
Current
Principal
Amount:
With
respect to any Class A, Class X, Class M or Class B
Certificate
or Component of the Class II-A
Certificates
as of any
Distribution
Date,
the
initial
principal
amount
of such
Certificate
or
Component
plus
the
amount
of any Net
Deferred
Interest
allocated
thereto
on the
related
Distribution
Date
and all
previous
Distribution
Dates
plus,
in
the
case
of the
Subordinate
Certificates,
any
Subsequent
Recoveries added to the Current
Principal Amount of such
Certificates or Component
pursuant
to
Section
6.02(h)
hereof,
and
reduced
by
(i) all
amounts
distributed
on
previous
Distribution
Dates on such
Certificate
or
Component
with respect to
principal,
(ii) the
principal
portion of all Realized
Losses (other than
Realized
Losses
resulting
from Debt
Service
Reductions)
allocated
prior
to
such
Distribution
Date to
such
Certificate
or
Component,
taking
account of the Loss
Allocation
Limitation,
and
(iii) in
the case of a
Subordinate
Certificate,
such
Certificate's
pro
rata
share,
if any,
of the
applicable
Subordinate
Certificate
Writedown Amount for previous
Distribution
Dates.
With respect to
any Class or
Component of Certificates,
the Current
Principal Amount thereof will equal the
sum of the Current
Principal
Amounts of all
Certificates
or Components in such Class.
The
initial Current
Principal
Amount for each Class or Component of Certificates is set forth in
Section
5.01(c)(iv).
Notwithstanding the foregoing,
solely for purposes of giving consents,
directions,
waivers,
approvals,
requests and notices,
the Class R
Certificates
after the
Distribution
Date on which the
principal
thereof
has been paid in full
shall be deemed to
have a Current
Principal
Amount
equal to the Current
Principal
Amount
thereof on the day
immediately preceding such Distribution Date.
Curtailment:
Any Principal
Prepayment
made by a Mortgagor
which is not a Principal
Prepayment in full.
Custodial
Account:
The trust
account or
accounts
created
and
maintained
by the
Servicer
pursuant to
Section 4.01,
which shall be denominated
"Wells Fargo Bank,
National
Association,
as Trustee f/b/o
holders of
Structured
Asset
Mortgage
Investments
II Inc.,
GreenPoint
Mortgage
Funding
Trust
2005-AR5,
Mortgage
Pass-Through
Certificates,
Series
2005-AR5, Custodial Account."
The Custodial Account shall be an Eligible Account.
Custodial Agreement:
An agreement,
dated as of the Closing Date among the Depositor,
the Servicer, the Trustee and the Custodian in substantially the
form of Exhibit G hereto.
Custodian:
Wells
Fargo
Bank,
National
Association,
or
any
successor
custodian
appointed pursuant to the provisions hereof and of the Custodial
Agreement.
Cut-off Date:
October 1, 2005.
Cut-off Date Balance:
Approximately $1,433,385,839.
Debt Service
Reduction:
Any reduction of the Scheduled Payments which a Mortgagor is
obligated
to pay with
respect to a
Mortgage
Loan as a result of any
proceeding
under the
Bankruptcy Code or any other similar state law or other proceeding.
Deferred
Interest:
The
amount
of
interest
which
is
deferred
and
added to the
Outstanding
Principal
Balance
of a
Mortgage
Loan
due to
negative
amortization
on such
Mortgage Loan.
Deficiency
Amount:
(a) For any
Distribution
Date
prior to the final
Distribution
Date,
the
sum of (1) the
excess,
if any,
of the
current
interest
on the
Class
II-A-2
Certificates and Class III-A-2
Certificates,
net of any Net Interest
Shortfalls,
Carryover
Shortfall
Amounts or Net Deferred
Interest over the amount of Available
Funds
available to
pay the current interest on the Class II-A-2
Certificates
and Class III-A-2
Certificates on
such
Distribution
Date and (2) the amount,
if any, of any Realized Losses
allocable to the
Class II-A-2
Certificates
and Class III-A-2
Certificates on such
Distribution
Date (after
giving effect to all
distributions
to be made thereon on such
Distribution
Date other than
pursuant to the Certificate
Insurance
Policy) and (b) for the final
Distribution
Date, the
sum of (x) the
amount
set
forth in clause
(a)(1)
above
and (y) the
outstanding
Current
Principal
Amount of the Class
II-A-2
Certificates
and Class
III-A-2
Certificates,
after
giving
effect to all
payments
of
principal
on the
Class
II-A-2
Certificates
and Class
III-A-2
Certificates on such Final
Distribution
Date, other than pursuant to a claim on the
Policy on that distribution date.
Deficient
Valuation:
With respect to any Mortgage Loan, a valuation of the Mortgaged
Property by a court of
competent
jurisdiction
in an amount
less than the then
outstanding
indebtedness
under the Mortgage Loan,
which
valuation
results from a proceeding
initiated
under the Bankruptcy Code or any other similar state law or other
proceeding.
Depositor:
Structured Asset Mortgage Investments II Inc., a Delaware
corporation,
or
its successors in interest.
Depository:
The Depository Trust Company,
the nominee of which is Cede & Co., or any
successor thereto.
Depository Agreement:
The meaning specified in Section 5.01(a) hereof.
Depository
Participant:
A broker,
dealer,
bank or other
financial
institution or
other
Person
for whom from time to time the
Depository
effects
book-entry
transfers
and
pledges of securities deposited with the Depository.
Designated
Depository
Institution:
A
depository
institution
(commercial
bank,
federal
savings bank,
mutual savings bank or savings and loan
association) or trust company
(which may include the
Trustee),
the deposits of which are fully
insured by the FDIC to the
extent provided by law.
Determination
Date:
The 15th day (or if such
15th day is not a
Business
Day,
the
Business Day immediately preceding such 15th day) of the month of
the Distribution Date.
Disqualified
Organization:
Any of the following:
(i) the
United States,
any State
or political
subdivision
thereof,
any
possession
of the United
States,
or any agency or
instrumentality
of
any
of
the
foregoing
(other
than
an
instrumentality
which
is
a
corporation
if all of its
activities
are subject to tax and,
except for the Freddie Mac or
any
successor
thereto,
a
majority
of its
board
of
directors
is not
selected
by such
governmental
unit),
(ii) any foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of any of
the
foregoing,
(iii) any
organization
(other
than
certain farmers'
cooperatives
described in Section 521 of the Code) which is exempt from the
tax imposed by Chapter 1 of the Code
(including
the tax imposed by
Section 511
of the Code
on
unrelated
business
taxable
income),
(iv) rural
electric
and
telephone
cooperatives
described in
Section 1381(a)(2)(C)
of the Code or (v) any other Person so
designated by the
Trustee
based upon an
Opinion of Counsel
that the
holding of an
ownership
interest
in a
Residual
Certificate
by such Person may cause any 2005-AR5
REMIC
contained in the Trust or
any Person having an ownership
interest in the Residual
Certificate (other than such Person)
to incur a liability
for any federal tax imposed
under the Code that would not
otherwise be
imposed
but for the
transfer of an
ownership
interest
in a Residual
Certificate
to such
Person.
The terms "United States," "State" and
"international
organization"
shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution
Account:
The trust
account or accounts
created and
maintained by the
Trustee
pursuant to
Section 4.03,
which shall be
denominated
"Wells Fargo Bank,
National
Association,
as Trustee f/b/o
holders of
Structured
Asset
Mortgage
Investments
II Inc.,
GreenPoint
Mortgage
Funding
Trust
2005-AR5,
Mortgage
Pass-Through
Certificates,
Series
2005-AR5 - Distribution Account."
The Distribution Account shall be an Eligible Account.
Distribution
Account
Deposit
Date:
The
second
Business
Day
prior
to
each
Distribution Date.
Distribution
Date:
The 25th day of any
month,
beginning
in the month
immediately
following
the month of the
Closing
Date,
or, if such 25th day is not a Business
Day,
the
Business Day immediately following.
DTC Custodian:
Wells Fargo Bank, National Association,
or its successors in interest
as custodian for the Depository.
Due Date:
With
respect to each
Mortgage
Loan,
the date in each month on which its
Scheduled
Payment
is due if such due
date is the
first
day of a month
and
otherwise
is
deemed to be the first day of the following month.
Due Period:
With respect to any Distribution
Date and each Mortgage Loan, the period
commencing
on the
second
day of the
month
preceding
the
calendar
month
in
which
the
Distribution
Date
occurs and ending at the close of
business
on the first day of the month
in which the Distribution Date occurs.
Eligible Account:
Any of (i) a segregated
account maintained with a federal or state
chartered
depository
institution
(A) the
short-term
obligations of which are rated A-1 or
better by
Standard
& Poor's and P-1 by
Moody's
at the time of any
deposit
therein or (B)
insured by the FDIC (to the limits
established by such
Corporation),
the uninsured deposits
in which
account are
otherwise
secured
such that,
as
evidenced
by an Opinion of Counsel
(obtained
by the Person
requesting
that the
account be held
pursuant
to this clause (i))
delivered to the Trustee prior to the
establishment of such account,
the
Certificateholders
will have a claim with
respect to the funds in such
account and a perfected
first
priority
security
interest
against any collateral
(which shall be limited to Permitted
Investments,
each of which
shall
mature
not
later
than the
Business
Day
immediately
preceding
the
Distribution
Date
next
following
the
date
of
investment
in
such
collateral
or
the
Distribution
Date if such
Permitted
Investment
is an obligation
of the
institution
that
maintains
the
Distribution
Account)
securing
such funds that is superior to claims of any
other
depositors or general
creditors of the depository
institution with which such account
is
maintained,
(ii) a
segregated
trust
account or accounts
maintained
with a federal or
state
chartered
depository
institution
or trust
company with trust
powers
acting in its
fiduciary
capacity or (iii) a
segregated
account or accounts
of a
depository
institution
acceptable
to the Rating
Agencies (as
evidenced in writing by the Rating
Agencies that use
of any such
account
as the
Distribution
Account
will not have an
adverse
effect
on the
then-current
ratings
assigned
to the
Classes
of
Certificates
then
rated by the
Rating
Agencies).
Eligible Accounts may bear interest.
EMC: EMC Mortgage Corporation, and any successor thereto.
Endorsement:
As set forth in the Certificate Insurance Policy.
ERISA: The Employee Retirement Income Security Act of 1974, as
amended.
Event of Default: As defined in Section 8.01.
Excess
Liquidation
Proceeds:
To the extent that such amount is not
required by law
to be paid to the related
Mortgagor,
the amount, if any, by which Liquidation
Proceeds with
respect
to a
Liquidated
Mortgage
Loan
exceed
the sum of
(i) the
Outstanding
Principal
Balance
of such
Mortgage
Loan and
accrued
but unpaid
interest
at the
related
Mortgage
Interest
Rate
through
the last
day of the
month in which
the
related
Liquidation
Date
occurs, plus (ii) related Liquidation Expenses.
Fannie Mae:
Federal National Mortgage Association and any successor thereto.
Fannie Mae Guide:
The Fannie Mae
Selling
Guide and the Fannie Mae
Servicing
Guide
and all amendments or additions thereto.
FDIC:
Federal Deposit Insurance Corporation and any successor thereto.
Final Certification:
The certification
substantially in the form of Exhibit Three to
the Custodial Agreement.
Final Maturity Date:
November 25, 2045.
Fiscal Quarter:
December 1 through the last day of February,
March 1 through May 31,
June 1 through August 31, or September 1 through November 30, as
applicable.
Fractional Undivided Interest:
With respect to any Class of
Certificates (other than
the Class XP Certificates),
the fractional
undivided
interest
evidenced by any Certificate
of such Class the
numerator of which is the Current
Principal Amount of such Certificate and
the denominator of which is the Current
Principal
Amount of such Class.
With respect to the
Class
XP
Certificates,
the
percentage
interest
stated
thereon.
With
respect
to
the
Certificates in the aggregate,
the fractional
undivided interest evidenced by (i) a Residual
Certificate
will be deemed to equal 1.0% and (ii) a
Certificate
of any other
Class will be
deemed
to equal
99.0%
multiplied
by a
fraction,
the
numerator
of which is the
Current
Principal
Amount of such
Certificate and the
denominator of which is the aggregate
Current
Principal Amount of all the Certificates.
Freddie Mac:
Freddie Mac,
formerly the Federal Home Loan Mortgage
Corporation,
and
any successor thereto.
Freddie
Mac Guide:
The Freddie
Mac
Selling
Guide and the
Freddie
Mac
Servicing
Guide and all amendments or additions thereto.
Global Certificate:
Any Private Certificate
registered in the name of the Depository
or its nominee,
beneficial
interests in which are
reflected on the books of the
Depository
or on the books of a Person
maintaining
an account with such
Depository
(directly or as an
indirect participant in accordance with the rules of such
depository).
Gross
Margin:
As to each
Mortgage
Loan,
the
fixed
percentage
set
forth in the
related
Mortgage Note and indicated on the Mortgage Loan Schedule
which
percentage is added
to the related Index on each Interest
Adjustment Date to determine (subject to rounding,
the
minimum and maximum
Mortgage
Interest Rate and the Periodic Rate Cap) the Mortgage
Interest
Rate until the next Interest Adjustment Date.
Group I
Certificates:
The Class
I-A-1,
Class
I-A-2,
Class
I-X-1 and Class I-X-2
Certificates.
Group I Mortgage
Loans:
The Mortgage
Loans
identified as such on the Mortgage Loan
Schedule.
Group
II
Certificates:
The
Sub-Group
IIa,
Sub-Group
IIb
and
Sub-Group
IIc
Certificates.
Group II Mortgage Loans:
The Sub-Group IIa,
Sub-Group IIb and Sub-Group IIc Mortgage
Loans.
Group
III
Certificates:
The
Class
III-A-1,
Class
III-A-2
and
Class
III-X-1
Certificates.
Group III Mortgage Loans:
The Mortgage Loans
identified as such on the Mortgage Loan
Schedule.
Group IV Certificates:
The Class IV-A-1,
Class IV-A-2, Class IV-X-1 and Class IV-X-2
Certificates.
Group IV Mortgage
Loans:
The Mortgage Loans
identified as such on the Mortgage Loan
Schedule.
Holder:
The Person in whose
name a
Certificate
is
registered
in the
Certificate
Register,
except that,
subject to Sections 11.02(b) and 11.05(e),
solely for the purpose of
giving any consent pursuant to this Agreement,
any Certificate
registered in the name of the
Depositor,
the
Servicer or the Trustee or any
Affiliate
thereof
shall be deemed not to be
outstanding and the Fractional
Undivided
Interest
evidenced thereby shall not be taken into
account in
determining
whether the requisite
percentage of Fractional
Undivided
Interests
necessary to effect any such consent has been obtained.
Indemnified
Persons:
The Trustee and the
Custodian and their
officers,
directors,
agents and
employees
and,
with respect to the
Trustee,
any
separate
co-trustee
and its
officers, directors, agents and employees.
Independent:
When used with
respect to any
specified
Person,
this term means that
such Person (a) is in fact
independent
of the Depositor or the Servicer and of any Affiliate
of the
Depositor
or the
Servicer,
(b) does not have any direct
financial
interest or any
material
indirect
financial
interest in the
Depositor or the Servicer or any
Affiliate of
the Depositor or the Servicer and (c) is not
connected
with the Depositor or the Servicer or
any Affiliate as an officer, employee,
promoter,
underwriter,
trustee, partner, director or
person performing similar functions.
Index:
The index,
if any,
specified
in a Mortgage
Note by
reference to which the
related Mortgage Interest Rate will be adjusted from time to time.
Individual
Certificate:
Any Private Certificate registered in the name of the Holder
other than the Depository or its nominee.
Initial Certification:
The certification
substantially in the form of Exhibit One to
the Custodial Agreement.
Institutional
Accredited
Investor:
Any
Person
meeting
the
requirements
of Rule
501(a)(l),
(2), (3) or (7) of Regulation D under the
Securities Act or any entity all of the
equity holders in which come within such paragraphs.
Insurance
Policy:
With respect to any Mortgage Loan, any standard
hazard
insurance
policy, flood insurance policy or title insurance policy.
Insurance
Proceeds:
Amounts paid by the insurer under any Insurance
Policy covering
any Mortgage
Loan or Mortgaged
Property
other than amounts
required to be paid over to the
Mortgagor
pursuant to law or the related Mortgage Note or Security
Instrument and other than
amounts used to repair or restore the
Mortgaged
Property or to reimburse
insured
expenses,
including the related
Servicer's
costs and expenses
incurred in connection
with presenting
claims under the related Insurance Policies.
Insured Amount:
As defined in the Certificate Insurance Policy.
Insured
Certificates:
Each of the Class II-A-2
Certificates
and the Class
III-A-2
Certificates.
Interest
Accrual
Period:
For each
Class of Class A
(other
than the
Class
I-A-2
Certificates
and the Class IV-A
Certificates),
Class M and Class B Certificates and for any
Distribution
Date, the period
commencing on the Distribution Date in the month preceding the
month in which a
Distribution
Date
occurs (or the
Closing
Date,
in the case of the first
Interest Accrual Period) and ending on the day immediately
prior to such
Distribution
Date.
For each Class of Class I-A-2,
Class IV-A and Class X Certificates
and for any
Distribution
Date, the one-month period
preceding the month in which such
Distribution
Date occurs.
For
purposes of
clarification,
if the Closing
Date occurs in a month that
contains
thirty one
(31) days, the first Interest Accrual Period shall include the 31st
day of such month.
Interest
Adjustment
Date:
With
respect
to a
Mortgage
Loan,
the
date,
if any,
specified
in the related
Mortgage
Note on which the
Mortgage
Interest
Rate is subject to
adjustment.
Interest
Shortfall:
With respect to any
Distribution
Date and each
Mortgage
Loan
that
during the
related
Prepayment
Period was the
subject of a
Principal
Prepayment
or
constitutes a Relief Act Mortgage Loan, an amount determined as
follows:
(a)
Partial
principal
prepayments
(other
than
any
collections
on
REO
Property treated as a Curtailment
pursuant to Section
3.15(b))
received during the relevant
Prepayment
Period:
The difference
between
(i) one
month's
interest at the applicable Net
Rate on the amount of such
prepayment and (ii) the
amount of interest for the calendar month
of such
prepayment
(adjusted
to the
applicable
Net
Rate)
received
at the
time of such
prepayment;
(b) Principal
prepayments
in full
received
during
the
relevant
Prepayment
Period:
The
difference
between
(i) one
month's
interest at the
applicable
Net Rate on the
Scheduled
Principal
Balance of such Mortgage Loan
immediately
prior to such
prepayment
and (ii) the
amount of interest for the calendar month of such
prepayment
(adjusted to the applicable Net
Rate) received at the time of such prepayment; and
(c) Relief
Act
Mortgage
Loans:
As to any Relief Act
Mortgage
Loan,
the excess of (i) 30
days'
interest (or, in the case of a principal
prepayment
in full,
interest to the date of
prepayment)
on the
Scheduled
Principal
Balance
thereof
(or,
in the case of a
principal
prepayment
in part,
on the amount so prepaid) at the
related
Net Rate over
(ii) 30
days'
interest
(or,
in the
case of a
principal
prepayment
in
full,
interest
to the
date of
prepayment) on such
Scheduled
Principal
Balance (or, in the case of a Principal
Prepayment
in part,
on the amount so prepaid)
at the annual
interest
rate
required to be paid by the
Mortgagor as limited by application of the Relief Act.
Interest-Only
Certificates:
The
Senior
Class
X
Certificates
and the
Class
M-X
Certificates.
Interim Certification:
The certification
substantially in the form of Exhibit Two to
the Custodial Agreement.
Investment
Letter:
The
letter
to be
furnished
by each
Institutional
Accredited
Investor which
purchases any of the Private
Certificates
in connection
with such purchase,
substantially in the form set forth as Exhibit F-1 hereto.
LIBOR
Business
Day:
Any day
other
than a
Saturday
or a Sunday or a day on which
banking
institutions
in the city of London,
England are required or authorized by law to be
closed.
LIBOR Determination
Date: With respect to each Class of Offered
Certificates and for
the first Interest
Accrual
Period,
October 27, 2005.
With respect to each Class of Offered
Certificates
and any
Interest
Accrual
Period
thereafter,
the second
LIBOR
Business Day
preceding the commencement of such Interest Accrual Period.
Liquidated
Mortgage
Loan:
Any defaulted
Mortgage Loan as to which the Servicer has
determined
that all amounts it expects to recover
from or on account of such
Mortgage
Loan
have been recovered.
Liquidation
Date:
With respect to any
Liquidated
Mortgage
Loan, the date on which
the Servicer has certified that such Mortgage Loan has become a
Liquidated Mortgage Loan.
Liquidation
Expenses:
With respect to a Mortgage Loan in
liquidation,
unreimbursed
expenses
paid or
incurred
by or for the
account of the
Servicer
in
connection
with the
liquidation of such Mortgage Loan and the related Mortgage
Property,
such expenses including
(a) property
protection
expenses,
(b) property sales
expenses,
(c)
foreclosure
and sale
costs,
including
court
costs and
reasonable
attorneys'
fees,
and (d)
similar
expenses
reasonably paid or incurred in connection with liquidation.
Liquidation
Proceeds:
Cash
received
in
connection
with
the
liquidation
of
a
defaulted
Mortgage
Loan,
whether
through
trustee's
sale,
foreclosure
sale,
Insurance
Proceeds, condemnation proceeds or otherwise and Subsequent
Recoveries.
Loan
Group:
Loan
Group I,
Loan
Group
II,
Loan
Group III or Loan
Group IV,
as
applicable.
Loan Group I:
The group of Mortgage Loans
designated as belonging to Loan Group I on
the Mortgage Loan Schedule.
Loan Group II:
Sub-Group IIa, Sub-Group IIb and Sub-Group IIc.
Loan
Group III:
The
group
of
Mortgage
Loans
designated
as
belonging
to
Loan
Group III on the Mortgage Loan Schedule.
Loan Group IV:
The group of Mortgage
Loans
designated as belonging to Loan Group IV
on the Mortgage Loan Schedule.
Loan-to-Value
Ratio: With respect to any Mortgage Loan, the fraction,
expressed as a
percentage,
the
numerator
of which is the
original
Outstanding
Principal
Balance of the
related
Mortgage
Loan and the
denominator
of which is the
Original
Value of the
related
Mortgaged Property.
Loss Allocation Limitation:
The meaning specified in Section 6.02(c) hereof.
Loss
Severity
Percentage:
With respect to any
Distribution
Date,
the
percentage
equivalent
of a fraction,
the numerator of which is the amount of Realized
Losses
incurred
on a Mortgage Loan and the
denominator
of which is the Scheduled
Principal
Balance of such
Mortgage Loan immediately prior to the liquidation of such Mortgage
Loan.
Lost Notes:
The
original
Mortgage
Notes that have been lost,
as
indicated on the
Mortgage Loan Schedule.
Margin:
With
respect
to any
Distribution
Date on or prior to the
first
possible
Optional
Termination Date and (i) the Class I-A-1
Certificates,
0.270% per annum,
(ii) the
Class I-A-2
Certificates,
2.55% per annum,
(iii) the Class
II-A-1a
Component,
0.280% per
annum, (iv) the Class II-A-1b
Component,
0.280% per annum, (v) the Class II-A-1c
Component,
0.280%
per
annum,
(vi) the Class
II-A-2a
Component,
0.270%
per
annum,
(vii) the Class
II-A-2b Component,
0.270% per annum,
(viii) the Class II-A-2c
Component,
0.270% per annum,
(ix) the Class III-A-1
Certificates,
0.280% per annum,
(x) the Class III-A-2
Certificates,
0.270%
per
annum,
(xi) the Class
IV-A-1
Certificates,
2.00% per
annum,
(xii) the Class
IV-A-2
Certificates,
2.25% per annum,
(xiii) the Class M-1 Certificates,
0.620% per annum,
(xiv) the Class M-2 Certificates,
0.650% per annum;
(xv) the Class M-3 Certificates,
0.680%
per
annum;
(xvi)
the
Class
M-4
Certificates,
0.850%
per
annum;
(xvii)
the Class M-5
Certificates,
1.000% per annum;
(xviii) the Class M-6 Certificates,
1.100% per annum; (xix)
the Class B-1
Certificates,
1.350% per annum;
(xx) the Class B-2
Certificates,
1.600% per
annum;
(xxi)
the
Class
B-3
Certificates,
2.100%
per
annum;
(xxii)
the
Class
B-4
Certificates,
2.100% per annum;
(xxiii) the Class B-5
Certificates,
2.100% per annum;
and
(xxiv) the Class B-6
Certificates,
2.100% per annum;
and with
respect to any
Distribution
Date
after
the
first
possible
Optional
Termination
Date
and
(i)
the
Class
I-A-1
Certificates,
0.540% per annum,
(ii) the Class I-A-2
Certificates,
2.55% per annum,
(iii)
the Class II-A-1a Component,
0.560% per annum, (iv) the Class II-A-1b
Component,
0.560% per
annum, (v) the Class II-A-1c
Component,
0.560% per annum, (vi) the Class II-A-2a
Component,
0.540% per
annum,
(vii) the Class
II-A-2b
Component,
0.540%
per annum,
(viii) the Class
II-A-2c Component,
0.540% per annum, (ix) the Class III-A-1
Certificates,
0.560% per annum,
(x) the Class
III-A-2
Certificates,
0.540% per annum,
(xi) the Class IV-A-1
Certificates,
2.00% per annum, (xii) the Class IV-A-2
Certificates,
2.25% per annum,
(xiii) the Class M-1
Certificates,
0.930% per annum, (xiv) the Class M-2 Certificates,
0.975% per annum; (xv) the
Class M-3
Certificates,
1.020%
per
annum;
(xvi) the Class M-4
Certificates,
1.275%
per
annum;
(xvii)
the
Class
M-5
Certificates,
1.500%
per
annum;
(xviii)
the
Class
M-6
Certificates,
1.650% per annum; (xix) the Class B-1 Certificates,
2.025% per annum; (xx) the
Class B-2
Certificates,
2.400%
per
annum;
(xxi) the Class B-3
Certificates,
3.150%
per
annum;
(xxii)
the
Class
B-4
Certificates,
3.150%
per
annum;
(xxiii)
the
Class
B-5
Certificates, 3.150% per annum; and (xxiv) the Class B-6
Certificates, 3.150% per annum.
Marker
Rate:
With
respect
to the Class
I-X-1
Certificates
or REMIC III
Regular
Interest I-X-1 and any
Distribution
Date, in relation to the REMIC II Regular
Interests,
a
per annum rate equal to two (2) times the
weighted
average
of the
Uncertificated
REMIC II
Pass
Through
Rates for REMIC II
Regular
Interest
LT2 and REMIC II Regular
Interest
LT3.
With
respect to the Class
I-X-2
Certificates
or REMIC III Regular
Interest
I-X-2 and any
Distribution
Date, in relation to the REMIC II Regular
Interests,
a per annum rate equal to
two (2) times the
weighted
average of the
Uncertificated
REMIC II Pass
Through
Rates for
REMIC II Regular
Interest LT5 and REMIC II Regular
Interest
LT6.
With respect to the Class
II-X-1
Certificates
or REMIC III
Regular
Interest
II-X-1 and any
Distribution
Date,
in
relation
to the
REMIC II
Regular
Interests,
a per annum
rate
equal to two (2) times the
weighted
average
of the
Uncertificated
REMIC II Pass
Through
Rates for REMIC II
Regular
Interest
LT9
and
REMIC
II
Regular
Interest
LT10.
With
respect
to
the
Class
II-X-2
Certificates or the REMIC III Regular Interest II-X-2 and any
Distribution
Date, in relation
to the REMIC II
Regular
Interests,
a per
annum
rate
equal to two (2) times the
weighted
average of the
Uncertificated
REMIC II Pass Through Rates for REMIC II Regular Interest LT12
and REMIC II Regular
Interest LT13.
With respect to the Class II-X-3
Certificates
or REMIC
III Regular
Interest
II-X-3 and any
Distribution
Date, in relation to the REMIC II Regular
Interests,
a
per
annum
rate
equal
to
two
(2)
times
the
weighted
average
of
the
Uncertificated
REMIC II Pass Through
Rates for REMIC II Regular
Interest
LT15 and REMIC II
Regular
Interest LT16.
With respect to the Class III-X-1
Certificates
or REMIC III Regular
Interest III-X-1 and any Distribution Date, in relation to the
REMIC II Regular
Interests,
a
per annum rate equal to two (2) times the
weighted
average
of the
Uncertificated
REMIC II
Pass Through
Rates for REMIC II Regular
Interest
LT19 and REMIC II Regular
Interest
LT20.
With respect to the Class IV-X-1
Certificates
or REMIC III Regular
Interest
IV-X-1 and any
Distribution
Date, in relation to the REMIC II Regular
Interests,
a per annum rate equal to
two (2) times the
weighted
average of the
Uncertificated
REMIC II Pass
Through
Rates for
REMIC II
Regular
Interest
LT23 and REMIC II
Regular
Interest
LT24.
With
respect to the
Class IV-X-2
Certificates or REMIC III Regular Interest IV-X-2 and any
Distribution
Date, in
relation
to the
REMIC II
Regular
Interests,
a per annum
rate
equal to two (2) times the
weighted
average
of the
Uncertificated
REMIC II Pass
Through
Rates for REMIC II
Regular
Interest
LT26
and
REMIC
II
Regular
Interest
LT27.
With
respect
to
the
Class
M-X
Certificates or REMIC III Regular Interest M-X and any
Distribution
Date, in relation to the
REMIC II Regular
Interests,
a per annum rate equal to two (2) times the weighted
average of
the
Uncertificated
REMIC II Pass-Through
Rates for REMIC II Regular Interest LT29 and REMIC
II Regular Interest LT30.
Material Defect:
The meaning specified in Section 2.02(a).
Maximum
Lifetime
Mortgage Rate: The maximum level to which a Mortgage
Interest Rate
can adjust in accordance with its terms, regardless of changes in
the applicable Index.
MERS:
Mortgage Electronic
Registration
Systems,
Inc., a corporation
organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS®
System:
The system of
recording
transfers of Mortgage
Loans
electronically
maintained by MERS.
MIN: The Mortgage
Identification
Number for Mortgage Loans
registered
with MERS on
the MERS® System.
Minimum
Lifetime
Mortgage Rate: The minimum level to which a Mortgage
Interest Rate
can adjust in accordance with its terms, regardless of changes in
the applicable Index.
MOM Loan:
With respect to any
Mortgage
Loan,
MERS acting as the
mortgagee of such
Mortgage
Loan,
solely as nominee for the originator of such Mortgage Loan and its
successors
and assigns, at the origination thereof.
Monthly
Advance:
An advance of interest
required to be made by the
Servicer or the
Trustee as successor servicer pursuant to Section 6.05.
Moody's:
Moody's Investors Service, Inc. or its successor in interest.
Mortgage:
The mortgage,
deed of trust or other instrument
creating a first priority
lien on an estate in fee simple or
leasehold
interest in real
property
securing a Mortgage
Loan.
Mortgage
File:
The mortgage
documents
listed in
Section 2.01(b)
pertaining
to a
particular
Mortgage Loan and any
additional
documents
required to be added to the Mortgage
File pursuant to this Agreement.
Mortgage
Interest Rate:
The annual rate at which interest
accrues from time to time
on any Mortgage Loan pursuant to the related
Mortgage Note,
which rate is initially equal to
the "Mortgage Interest Rate" set forth with respect thereto on the
Mortgage Loan Schedule.
Mortgage
Loan: A mortgage
loan
transferred
and
assigned to the Trust
pursuant to
Section 2.01
and
held as a part of the
Trust
Fund,
as
identified
in the
Mortgage
Loan
Schedule (which shall include,
without
limitation,
with respect to each Mortgage Loan, each
related
Mortgage
Note,
Mortgage and
Mortgage
File and all rights
appertaining
thereto),
including a mortgage loan the property securing which has become an
REO Property.
Mortgage Loan Purchase
Agreement:
The Mortgage Loan Purchase
Agreement
dated as of
October 31, 2005, between EMC, as seller,
and Structured Asset Mortgage
Investments II Inc.,
as purchaser, and all amendments thereof and supplements thereto,
attached as Exhibit H.
Mortgage
Loan
Documents:
The original
Mortgage
Loan legal
documents
held by the
Custodian.
Mortgage Loan
Schedule:
The schedule,
attached
hereto as Exhibit B with respect to
the
Mortgage
Loans and divided
into Loan Groups as amended from time to time to reflect the
repurchase or
substitution
of Mortgage Loans pursuant to this
Agreement,
the Mortgage Loan
Purchase Agreement, as the case may be.
Mortgage Note: The originally
executed note or other evidence of the
indebtedness of
a Mortgagor under the related Mortgage Loan.
Mortgaged
Property:
Land and
improvements
securing the indebtedness of a Mortgagor
under the related Mortgage Loan or, in the case of REO Property,
such REO Property.
Mortgagor:
The obligor on a Mortgage Note.
Net Deferred
Interest:
On any
Distribution
Date for each Loan Group or
Sub-Group,
Deferred
Interest
on the
related
Mortgage
Loans
during
the
related
Due
Period net of
Principal
Prepayments in full,
partial
Principal
Prepayments,
Net
Liquidation
Proceeds,
Repurchase
Proceeds and Scheduled
Principal,
in that order included in Available
Funds for
such
Distribution
Date
and
available
to
make
principal
distributions
on
the
related
Certificates on that Distribution Date.
Net
Interest
Shortfall:
With
respect
to
any
Distribution
Date,
the
Interest
Shortfall,
if any, for such
Distribution
Date net of
Compensating
Interest
Payments made
with respect to such Distribution Date.
Net Liquidation
Proceeds:
As to any Liquidated Mortgage Loan,
Liquidation
Proceeds
net of
(i) Liquidation
Expenses
which are payable
therefrom to the Servicer in
accordance
with this Agreement and
(ii) unreimbursed
advances by the Servicer and unreimbursed
Monthly
Advances.
Net Rate:
With respect to each Mortgage
Loan,
the Mortgage
Interest Rate in effect
from time to time less the Servicing Fee Rate, expressed as a per
annum rate.
Net Rate Cap: For any Distribution
Date, (A) with respect to the Class A Certificates
(other
than the
Class
II-A
Certificates),
the
weighted
average
of the Net Rates of the
Mortgage
Loans
in
the
related
Loan
Group
(and
with
respect
to
the
Class
III-A-2
Certificates,
as further
reduced by the
portion of the premium
payable to the
Certificate
Insurer),
(B)(i)
with
respect
to
the
Class
II-A-1a
component
and
the
Class
II-A-2a
component,
the
weighted
average of the Net Rates of the Mortgage
Loans in
sub-group
IIa,
(ii) with
respect
to the
Class
II-A-1b
component
and the Class
II-A-2b
component,
the
weighted
average of the Net Rates of the Mortgage
Loans in sub-group IIb, (iii) with respect
to the Class II-A-1c
component and the Class II-A-2c
component,
the weighted average of the
Net Rates of the
Mortgage
Loans in
sub-group
IIc and (iv) with respect to the Class II-A-2
Certificates,
as further
reduced by the
portion of the premium
payable to the
Certificate
Insurer and (C) with respect to the Class M
Certificates
and the Class B
Certificates,
the
weighted
average of (i) the weighted
average of the Net Rates on the Mortgage
Loans in Loan
Group I, (ii) the weighted
average of the Net Rates on the
Mortgage
Loans in Loan Group II,
(iii) the weighted
average of the Net Rates on the Mortgage
Loans in Loan Group III and (iv)
the weighted
average of the Net Rates on the Mortgage
Loans in Loan Group IV weighted on the
basis of (i) the excess of the aggregate
Scheduled
Principal
Balance of the Mortgage
Loans
in Loan Group I over the
aggregate
Current
Principal
Amount of the Class I-A
Certificates
and the Class I-X Certificates,
(ii) the excess of the aggregate
Scheduled Principal Balance
of the Mortgage
Loans in Loan Group II over the
aggregate
Current
Principal
Amount of the
Class II-A
Certificates
and the Class II-X
Certificates,
(iii) the excess of the aggregate
Scheduled
Principal
Balance
of the
Mortgage
Loans in Loan
Group
III over the
aggregate
Current
Principal Amount of the Class III-A
Certificates and the Class III-X-1
Certificates
and (iv) the excess of the
aggregate
Scheduled
Principal
Balance of the Mortgage
Loans in
Loan Group IV over the aggregate
Current
Principal Amount of the Class IV-A Certificates and
the Class IV-X
Certificates,
respectively,
in each case as
adjusted to an
effective
rate
reflecting
the accrual of interest
on the basis of a 360-day
year and the actual
number of
days elapsed in the related
Interest
Accrual
Period.
For federal income tax purposes,
the
Net
Rate
Cap for the
Class M
Certificates
and the
Class B
Certificates
is equal to the
weighted
average
of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II
Regular
Interests LT-Y1, LT-Y2, LT-Y3 and LT-Y4.
Non-Offered
Subordinate
Certificates:
The
Class
XP,
Class B-4,
Class
B-5
and
Class B-6 Certificates.
Nonrecoverable
Advance:
Any advance or Monthly Advance (i) which was previously made
or is
proposed
to be made
by the
Servicer
or the
Trustee
(as
successor
Servicer)
and
(ii) which,
in the good faith
judgment of the Servicer or the
Trustee,
will not or, in the
case of a proposed
advance or Monthly
Advance,
would not, be ultimately
recoverable by the
Servicer
or
the
Trustee
(as
successor
Servicer)
from
Liquidation
Proceeds,
Insurance
Proceeds or future
payments on the Mortgage
Loan for which such
advance or Monthly
Advance
was made or is proposed to be made.
Notice:
As defined in the Certificate Insurance Policy.
Notional
Amount:
The Class I-X-1 Notional
Amount,
the Class I-X-2 Notional Amount,
the Class
II-X-1
Notional
Amount,
the
Class
II-X-2
Notional
Amount,
the Class
II-X-3
Notional
Amount,
the Class III-X-1 Notional
Amount,
the Class IV-X-1 Notional Amount,
the
Class IV-X-2 Notional Amount and the Class M-X Notional Amount, as
applicable.
Offered
Certificates:
The Class I-A-1,
Class I-A-2,
Class
II-A-1,
Class
II-A-2,
Class III-A-1,
Class III-A-2,
Class IV-A-1,
Class IV-A-2,
Class I-X-1,
Class I-X-2, Class
II-X-1,
Class II-X-2,
Class II-X-3,
Class III-X-1,
Class IV-X-1,
Class IV-X-2, Class M-X,
Class M-1,
Class M-2,
Class M-3,
Class M-4,
Class M-5,
Class M-6,
Class B-1,
Class B-2,
Class B-3 and Class R Certificates.
Offered
Subordinate
Certificates:
The Class M-X, Class M,
Class B-1, Class B-2 and
Class B-3 Certificates.
Officer's
Certificate:
A certificate
signed by the Chairman of the Board,
the Vice
Chairman of the Board,
the
President
or a Vice
President or
Assistant
Vice
President or
other
authorized
officer of the Servicer or the Depositor,
as applicable,
and delivered to
the Trustee, as required by this Agreement.
One-Month LIBOR:
With respect to any Interest Accrual Period,
the rate determined by
the Trustee on the related LIBOR
Determination
Date on the basis of the rate for U.S. dollar
deposits
for one month that
appears on Telerate
Screen
Page 3750 as of 11:00 a.m.
(London
time) on such LIBOR
Determination
Date;
provided that the parties hereto
acknowledge
that
One-Month
LIBOR for the first
Interest
Accrual
Period shall be the rate
determined by the
Trustee
two
Business
Days prior to the Closing
Date.
If such rate does not appear on such
page (or such other page as may replace
that page on that
service,
or if such service is no
longer offered,
such other service for displaying
One-Month LIBOR or comparable rates as may
be reasonably
selected by the Trustee),
One-Month LIBOR for the applicable
Interest Accrual
Period will be the Reference
Bank Rate. If no such
quotations can be obtained by the Trustee
and no Reference Bank Rate is available,
One-Month LIBOR will be One-Month
LIBOR
applicable
to the preceding
Interest
Accrual
Period.
The Trustee's
determination
of One-Month LIBOR
and the
Pass-Through
Rate for each Class of Certificates
(other than the Class R, Class R-X
Certificates
or the Class XP
Certificates)
for any Interest
Accrual
Period shall,
in the
absence of manifest error, be final and binding.
One-Year
MTA:
With
respect
to any
Interest
Accrual
Period
and the Class
I-A-2
Certificates
and the Class IV-A
Certificates,
the rate of One-Year
MTA
determined
by the
Trustee for the related
Interest
Accrual Period as published by the Federal Reserve Board in
the Federal
Reserve
Statistical
Release
'Selected
Interest Rates
(H.15)',
determined by
averaging the monthly yields for the most recently
available twelve months.
The One-Year MTA
figure
used to
determine
the
pass-through
rates on the Class I-A-2
Certificates
and the
Class
IV-A
Certificates
will be
based
on
One-Year
MTA as of
fifteen
days
before
the
beginning of the related
Interest
Accrual
Period.
If One-Year MTA is no longer
available,
the index used to determine
the
pass-through
rate on the Class I-A-2
Certificates
and the
Class IV-A
Certificates
will be the same index
selected to determine the interest
rates on
the Group I Mortgage
Loans and the Group IV Mortgage
Loans.
The
establishment
of One-Year
MTA on each interest
determination
date by the Trustee and the Trustee's
calculation of the
Pass-Through
Rates
applicable
to
the
Class
I-A-2
Certificates
and
the
Class
IV-A
Certificates
for the related Interest Accrual Period shall, in the absence of
manifest error,
be final and binding.
Opinion of
Counsel:
A written
opinion of counsel
who is or are
acceptable
to the
Trustee and who,
unless
required to be Independent
(an "Opinion of
Independent
Counsel"),
may be internal counsel for the Company, the Servicer or the
Depositor.
Optional
Termination
Date: The
Distribution
Date on which the aggregate
Scheduled
Principal Balance of the Mortgage Loans is less than 10% of the
Cut-off Date Balance.
Original
Subordinate
Principal
Balance:
The sum of the aggregate Current Principal
Amounts of each Class of Subordinate Certificates as of the Closing
Date.
Original
Value:
The lesser of (i) the
Appraised
Value or (ii) the sales price of a
Mortgaged
Property at the time of origination of a Mortgage Loan,
except in instances
where
either
clauses (i) or
(ii) is
unavailable,
the other may be used to determine the Original
Value,
or if both clauses
(i) and
(ii) are
unavailable,
Original
Value may be determined
from other sources reasonably acceptable to the Depositor.
Outstanding
Mortgage
Loan:
With
respect to any Due Date,
a Mortgage
Loan
which,
prior to such Due
Date,
was not the
subject
of a
Principal
Prepayment
in full,
did not
become a Liquidated Mortgage Loan and was not purchased or
replaced.
Outstanding
Principal
Balance:
As of the time of any
determination,
the principal
balance of a Mortgage Loan
remaining to be paid by the
Mortgagor,
or, in the case of an REO
Property,
the
principal
balance of the related
Mortgage
Loan
remaining to be paid by the
Mortgagor at the time such
property
was acquired by the Trust Fund less any Net
Liquidation
Proceeds with respect thereto to the extent applied to principal.
Pass-Through Rate: As to each Class of
Certificates,
the rate of interest determined
as provided with respect thereto in
Section 5.01(c).
Any monthly
calculation of interest at
a stated rate for the Senior
Class X
Certificates
and the Class M-X
Certificates
shall be
based upon
annual
interest
at such rate
divided
by twelve.
Any
monthly
calculation
of
interest at a stated rate for the Class A, Class M or Class B
Certificates
shall be based on
a year of 360
days
and the
actual
number
of days in the
accrual
period
for
which
the
calculation is being performed.
Paying Agent:
The Trustee.
Periodic Rate Cap: With respect to each Mortgage
Loan,
the maximum
adjustment
that
can be made to the Mortgage
Interest
Rate on each
Interest
Adjustment
Date in
accordance
with its terms, regardless of changes in the applicable Index.
Permitted
Investments:
Any one or more of the
following
obligations
or securities
held in the name of the Trustee for the benefit of the
Certificateholders:
(i) direct
obligations of, and
obligations the timely payment of which are fully
guaranteed
by the
United
States of America or any
agency or
instrumentality
of the United
States of
America
the
obligations
of which are
backed by the full
faith
and
credit of the
United
States of America;
(ii) (a)
demand
or time
deposits,
federal
funds or
bankers'
acceptances
issued
by any
depository
institution or trust company
incorporated
under the laws of the United States of
America
or any
state
thereof
(including
the
Trustee
or
its
Affiliates
acting
in its
commercial
banking
capacity) and subject to
supervision
and
examination by federal and/or
state banking
authorities,
provided that the
commercial
paper and/or the
short-term
debt
rating and/or the long-term
unsecured
debt
obligations
of such
depository
institution or
trust company at the time of such
investment
or
contractual
commitment
providing for such
investment
have the
Applicable
Credit
Rating or better from each Rating Agency and (b) any
other demand or time deposit or
certificate
of deposit that is fully
insured by the Federal
Deposit Insurance Corporation;
(iii) repurchase
obligations
with respect to (a) any security
described in clause (i) above
or (b) any other security issued or guaranteed by an agency or
instrumentality
of the United
States of
America,
the
obligations
of which are backed by the full faith and credit of the
United States of America,
in either case entered into with a depository
institution or trust
company
(acting as principal)
described in clause
(ii)(a) above where the Trustee holds the
security therefor;
(iv) securities
bearing
interest or sold at a discount issued by any corporation
(including
the Trustee or the
Servicer or their
Affiliates)
incorporated
under the laws of the United
States of America or any state thereof that have the
Applicable
Credit Rating or better from
each Rating Agency at the time of such
investment
or
contractual
commitment
providing for
such
investment;
provided,
however,
that securities
issued by any particular
corporation
will not be Permitted
Investments to the extent that investments
therein will cause the then
outstanding
principal
amount of securities
issued by such
corporation
and held as part of
the Trust to exceed 10% of the aggregate
Outstanding
Principal
Balances of all the Mortgage
Loans and Permitted Investments held as part of the Trust;
(v) commercial
paper
(including
both
non-interest-bearing
discount
obligations
and
interest-bearing
obligations
payable on demand or on a specified date not more than one year
after the date of issuance
thereof)
having the Applicable
Credit Rating or better from each
Rating Agency at the time of such investment;
(vi) a Reinvestment
Agreement issued by any bank,
insurance
company or other corporation or
entity;
(vii) any other demand,
money market or time deposit,
obligation,
security or investment as
may be
acceptable
to each Rating Agency as evidenced in writing by each Rating Agency
to the
Trustee;
(viii) any money market or common
trust fund having the
Applicable
Credit
Rating or better
from each Rating
Agency,
including any such fund for which the Trustee or the
Servicer,
or
any
affiliate
of the Trustee or the
Servicer,
acts as a manager or an
advisor;
provided,
however,
that no instrument or security
shall be a Permitted
Investment if such
instrument
or
security
evidences
a right
to
receive
only
interest
payments
with
respect
to the
obligations
underlying
such
instrument
or if such
security
provides
for payment of both
principal
and
interest
with a yield to
maturity in excess of 120% of the yield to maturity
at par or if such instrument or security is purchased at a price
greater than par; and
(ix) interests
in any money
market fund
(including
any such fund managed or advised by the
Trustee or the Servicer or any
affiliate
thereof)
which at the date of
acquisition
of the
interests in such fund and
throughout
the time such
interests are held in such fund has the
highest
applicable
long term rating by each Rating
Agency or such lower
rating as will not
result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates
by
each Rating Agency.
Permitted
Transferee:
Any
Person
other
than
a
Disqualified
Organization
or an
"electing large partnership" (as defined by Section 775 of the
Code).
Person:
Any
individual,
corporation,
partnership,
joint
venture,
association,
limited
liability
company,
joint-stock
company,
trust,
unincorporated
organization
or
government or any agency or political subdivision thereof.
Physical Certificates:
The Residual Certificates and the Private Certificates.
Plan: The meaning specified in Section 5.07(a).
Policy Account:
The account established and maintained pursuant to Section 4.10.
Prepayment
Charge:
With respect to any Mortgage
Loan,
the charges or premiums,
if
any, due in connection
with a full or partial
prepayment of such Mortgage Loan in accordance
with the terms thereof.
Prepayment
Charge
Loan:
Any
Mortgage
Loan for which a
Prepayment
Charge
may be
assessed
and to which such
Prepayment
Charge the Class XP
Certificates
are
entitled,
as
indicated on the Mortgage Loan Schedule.
Prepayment
Interest
Shortfalls:
With
respect to any
Distribution
Date,
for each
Mortgage
Loan
that
was
the
subject
of a
partial
Principal
Prepayment
or a
Principal
Prepayment
in full during the related
Prepayment
Period,
the amount,
if any, by which (i)
one
month's
interest
at
the
applicable
Net
Rate
on
the
Scheduled
Principal
Balance
immediately prior to such prepayment or in the case of a partial
Principal
Prepayment on the
amount
of
such
prepayment
exceeds
(ii)
the
amount
of
interest
paid or
collected
in
connection with such Principal
Prepayment less the sum of (a) any Prepayment
Charges and (b)
the related Servicing Fee.
Prepayment
Period:
With
respect
to any
Distribution
Date,
the
period
from the
sixteenth day of the calendar month
preceding the calendar
month in which such
Distribution
Date
occurs
through
the close of business on the
fifteenth
day of the
calendar
month in
which such Distribution Date occurs.
Primary Mortgage
Insurance
Policy:
Any primary mortgage
guaranty
insurance policy
issued in
connection
with a Mortgage
Loan which
provides
compensation
to a Mortgage Note
holder
in the event of
default
by the
obligor
under
such
Mortgage
Note or the
related
Security
Instrument,
if any or any replacement
policy therefor through the related Interest
Accrual Period for such Class relating to a Distribution Date.
Prime Rate:
The prime rate of U.S.
money center banks as published from time to time
in The Wall Street Journal.
Principal
Prepayment:
Any
payment
(whether
partial or full) or other
recovery of
principal
on a Mortgage
Loan which is received in advance of its
scheduled
Due Date to the
extent
that
it is
not
accompanied
by an
amount
as to
interest
representing
scheduled
interest
due on any
date or
dates
in any
month
or
months
subsequent
to the
month
of
prepayment,
including
Insurance
Proceeds
and
Repurchase
Proceeds,
but
excluding
the
principal portion of Net Liquidation Proceeds.
Private Certificates:
The Class XP, Class B-4, Class B-5 and Class B-6 Certificates.
Prospectus:
The
prospectus,
dated
December
20,
2004,
as
supplemented
by
the
prospectus
supplement
dated
October
28,
2005,
relating
to the
offering
of the Offered
Certificates.
QIB: A Qualified
Institutional
Buyer as defined in Rule 144A
promulgated
under the
Securities Act.
Qualified
Insurer:
Any
insurance
company duly
qualified as such under the laws of
the state or states in which the related
Mortgaged
Property or
Mortgaged
Properties
is or
are
located,
duly
authorized
and
licensed in such state or states to transact the type of
insurance
business in which it is engaged
and
approved
as an insurer by the
Servicer,
so
long as the
claims
paying
ability
of
which
is
acceptable
to the
Rating
Agencies
for
pass-through
certificates
having
the same
rating as the
Certificates
rated by the Rating
Agencies as of the Closing Date.
Rating Agencies:
Moody's and S&P.
Realized Loss:
Any
(i) Bankruptcy
Loss or (ii) as to any Liquidated
Mortgage Loan,
(x) the
Outstanding
Principal
Balance of such
Liquidated
Mortgage
Loan plus
accrued and
unpaid
interest
thereon at the Mortgage
Interest
Rate through the last day of the month of
such
liquidation,
less
(y) the
related
Net
Liquidation
Proceeds
with
respect
to such
Mortgage
Loan and the related
Mortgage
Property.
In
addition,
to the extent the Servicer
receives
Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the
Realized
Loss with
respect to that
Mortgage
Loan will be reduced to the extent such
recoveries
are
applied
to
reduce
the
Current
Principal
Amount
of
any
Class
of
Certificates
on any
Distribution Date.
Realized
Losses on the
Mortgage
Loans shall be
allocated
to the
REMIC I
Regular
Interests
as
follows:
(1)
The
interest
portion
of
Realized
Losses
and
Net
Interest
Shortfalls on the Group I Mortgage
Loans,
if any,
shall be allocated
between the Class Y-1
and Class Z-1 Regular
Interests
pro rata
according
to the amount of
interest
accrued but
unpaid
thereon,
in reduction
thereof;
(2) the interest
portion of Realized Losses and Net
Interest
Shortfalls on the Group II Mortgage
Loans,
if any, shall be allocated
between the
Class Y-2 and
Class Z-2
Regular
Interests
pro rata
according
to the
amount of
interest
accrued
but unpaid
thereon,
in
reduction
thereof;
(3) the
interest
portion of Realized
Losses
and Net
Interest
Shortfalls
on the
Group
III
Mortgage
Loans,
if any,
shall be
allocated
between the Class Y-3 and Class Z-3 Regular
Interests
pro rata
according
to the
amount of interest
accrued but unpaid
thereon,
in reduction
thereof;
and (4) the interest
portion of Realized
Losses and Net Interest
Shortfalls
on the Group IV Mortgage
Loans,
if
any,
shall be
allocated
between
the Class Y-4 and Class
Z-4
Regular
Interests
pro rata
according to the amount of interest
accrued but unpaid
thereon,
in reduction
thereof.
Any
interest
portion of such Realized
Losses in excess of the amount
allocated
pursuant to the
preceding
sentence
shall
be
treated
as
a
principal
portion
of
Realized
Losses
not
attributable
to any
specific
Mortgage
Loan in such
Group and
allocated
pursuant
to the
succeeding
sentences.
The principal
portion of Realized Losses with respect to the Mortgage
Loans shall be
allocated
to the REMIC I
Regular
Interests
as follows:
(1) the
principal
portion of Realized
Losses on the Group I Mortgage
Loans shall be allocated,
first,
to the
Class Y-1
Regular
Interest
to the
extent of the Class Y-1
Principal
Reduction
Amount in
reduction of the
Uncertificated
Principal Balance of such Regular Interest and, second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to
the Class Z-1 Regular Interest in reduction of the
Uncertificated
Principal Balance thereof;
(2) the
principal
portion
of
Realized
Losses
on the
Group II
Mortgage
Loans
shall be
allocated,
first, to the Class Y-2 Regular
Interest to the extent of the Class Y-2 Principal
Reduction
Amount
in
reduction
of the
Uncertificated
Principal
Balance
of such
Regular
Interest
and,
second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses
shall
be
allocated
to
the
Class
Z-2
Regular
Interest
in
reduction
of
the
Uncertificated
Principal
Balance
thereof;
(3) the principal
portion of Realized Losses on
the Group III Mortgage Loans shall be allocated,
first, to the Class Y-3 Regular
Interest to
the extent of the Class Y-3
Principal
Reduction
Amount in reduction
of the
Uncertificated
Principal
Balance of such
Regular
Interest
and,
second,
the
remainder,
if any, of such
principal
portion
of such
Realized
Losses
shall be
allocated
to the Class
Z-3
Regular
Interest in reduction of the Uncertificated
Principal Balance thereof;
and (4) the principal
portion of Realized
Losses on the Group IV Mortgage Loans shall be allocated,
first,
to the
Class Y-4
Regular
Interest
to the
extent of the Class Y-4
Principal
Reduction
Amount in
reduction of the
Uncertificated
Principal Balance of such Regular Interest and, second,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to
the
Class
Z-4
Regular
Interest
in
reduction
of
the
Uncertificated
Principal
Balance
thereof.
For any Distribution Date,
reductions in the
Uncertificated
Principal Balances of
the Class Y and Class Z Regular
Interest
pursuant to this
definition of Realized Loss shall
be determined,
and shall be deemed to occur,
prior to any reductions of such
Uncertificated
Principal Balances by distributions on such Distribution Date.
Record
Date:
For each Class of Offered
Certificates
(other
than the Class
I-A-2,
Class IV-A and Class X
Certificates),
and for any
Distribution
Date, the close of business
on the
Business Day prior to such
Distribution
Date.
For the Class
I-A-2,
Class IV-A and
Class X
Certificates
and for any
Distribution
Date,
the
close
of
business
on the last
Business Day of the month
immediately
preceding
the month in which such
Distribution
Date
occurs.
Reference Bank: A leading bank selected by the Trustee that is
engaged in
transactions in Eurodollar deposits in the international
Eurocurrency market.
Reference
Bank Rate:
With respect to any Interest
Accrual
Period,
the
arithmetic
mean,
rounded
upwards,
if
necessary,
to the nearest
whole
multiple of 0.03125%,
of the
offered
rates
for
United
States
dollar
deposits
for one
month
that are
quoted by the
Reference
Banks as of 11:00 a.m., New York City time, on the related
interest
determination
date to prime
banks in the
London
interbank
market
for a period of one
month in
amounts
approximately
equal to the aggregate
Current
Principal
Amount of the Offered
Certificates
(other
than the Class X,
Class R and
Class
R-X
Certificates)
for such
Interest
Accrual
Period,
provided that at least two such Reference
Banks provide such rate. If fewer than two
offered rates appear,
the Reference Bank Rate will be the arithmetic
mean,
rounded upwards,
if necessary,
to the nearest whole
multiple of 0.03125%,
of the rates quoted by one or more
major banks in New York City,
selected by the Trustee,
as of 11:00 a.m., New York City time,
on such date for loans in U.S.
dollars
to leading
European
banks for a period of one month
in amounts
approximately
equal to the
aggregate
Current
Principal
Amount of the
Offered
Certificates (other than the Class X Certificates, Class R and
Class R-X Certificates).
Reimbursement Amount:
As defined in the Certificate Insurance Policy.
Reinvestment
Agreements:
One or
more
reinvestment
agreements,
acceptable
to the
Rating Agencies,
from a bank,
insurance
company or other
corporation or entity
(including
the Trustee).
Relief Act:
The Servicemembers Civil Relief Act, as amended, or similar state
law.
Relief
Act
Mortgage
Loan:
Any
Mortgage
Loan as to which
the
Scheduled
Payment
thereof has been reduced due to the application of the Relief Act.
REMIC: A "real estate mortgage
investment conduit" within the meaning of Section 860D
of the Code.
REMIC
Administrator:
The Trustee;
provided that if the REMIC Administrator is found
by a court of
competent
jurisdiction
to no longer be able to
fulfill
its
obligations
as
REMIC
Administrator
under this
Agreement
the
Servicer
shall
appoint a
successor
REMIC
Administrator,
subject
to
assumption
of the REMIC
Administrator
obligations
under
this
Agreement.
REMIC Interest: Any of REMIC I Interests, REMIC II Interests,
REMIC III Interests and
REMIC IV Interests.
REMIC
Opinion:
An Opinion of
Independent
Counsel,
to the effect that the proposed
action described therein would not, under the REMIC
Provisions,
(i) cause any 2005-AR5 REMIC
to fail to
qualify
as a
REMIC
while
any
regular
interest
in
such
2005-AR5
REMIC
is
outstanding,
(ii) result
in a tax on
prohibited
transactions
with respect to any 2005-AR5
REMIC or (iii) constitute a taxable contribution to any 2005-AR5
REMIC after the Startup Day.
REMIC
Provisions:
The
provisions of the federal
income tax law relating to REMICs,
which
appear
at
Sections
860A
through
860G
of the
Code,
and
related
provisions
and
regulations promulgated thereunder, as the foregoing may be in
effect from time to time.
REMIC
Regular
Interest:
Any of the
REMIC I
Regular
Interests,
REMIC II
Regular
Interests, REMIC III Regular Interests and REMIC IV Regular
Interests.
REMIC I:
The
segregated
pool of assets,
with respect to which a REMIC
election is
made pursuant to this Agreement, consisting of:
(a)
the Mortgage Loans and the related Mortgage Files and collateral
securing such
Mortgage Loans,
(b)
all payments on and
collections in respect of the Mortgage Loans due after the
Cut-off Date as shall be on deposit in the Custodial
Account or in the
Distribution
Account
(other than amounts
representing
Prepayment
Charges in respect of Prepayment
Charge Loans)
and identified as belonging to the Trust Fund,
(c)
property
that
secured
a
Mortgage
Loan and that has been
acquired
for the
benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(d)
the hazard insurance
policies and Primary Mortgage
Insurance
Policy, if any,
and
(e)
all proceeds of clauses (a) through (d) above.
REMIC I
Available
Distribution
Amount:
For each Loan
Group
for any
Distribution
Date, the Available Funds for such Loan Group.
REMIC I
Distribution
Amount:
For
any
Distribution
Date,
the
REMIC I
Available
Distribution
Amounts
shall be deemed
distributed
to REMIC II, as the holder of the REMIC I
Regular
Interests,
and to Holders of the
Class R
Certificates
in respect of
Component
I
thereof, in the following amounts and priority:
(a)
To the extent of the REMIC I Available Distribution Amount for Loan
Group I:
(i)
first,
to Y-1 and Z-1 REMIC I Regular
Interests,
concurrently,
the
Uncertificated
Accrued
Interest
(reduced
in each case to account
for any Net
Deferred
Interest
allocated to such Regular
Interests)
for such Regular
Interests
remaining
unpaid
from
previous
Distribution
Dates,
pro rata
according
to their
respective shares of such unpaid amounts;
(ii)
second,
to the
Y-1
and
Z-1
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests for the current
Distribution
Date, pro rata according to their
respective
Uncertificated Accrued Interest; and
(iii)
third, to the Y-1 and
Z-1 REMIC I Regular
Interests,
the REMIC
I
Regular
Interest Y-1
Principal
Distribution
Amount
and
the
REMIC
I
Regular
Interest Z-1 Principal Distribution Amount, respectively;
(b)
To the extent of the REMIC I Available Distribution Amount for Loan
Group II:
(i)
first, to the Y-2 and Z-2
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests
remaining
unpaid from previous
Distribution
Dates, pro rata according to
their respective shares of such unpaid amounts;
(ii)
second,
to
the
Y-2
and
Z-2
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests for the current
Distribution
Date, pro rata according to their
respective
Uncertificated Accrued Interest; and
(iii)
third,
to the Y-2
and Z-2
REMIC
I
Regular
Interests,
the
REMIC I Regular
Interest Y-2
Principal
Distribution
Amount and the REMIC I Regular
Interest Z-2 Principal Distribution Amount, respectively;
(c)
To the extent of the REMIC I Available Distribution Amount for Loan
Group III:
(i)
first, to the Y-3 and Z-3
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests
remaining
unpaid from previous
Distribution
Dates, pro rata according to
their respective shares of such unpaid amounts;
(ii)
second,
to
the
Y-3
and
Z-3
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests for the current
Distribution
Date, pro rata according to their
respective
Uncertificated Accrued Interest; and
(iii)
third,
to the Y-3
and Z-3
REMIC
I
Regular
Interests,
the
REMIC I Regular
Interest Y-3
Principal
Distribution
Amount and the REMIC I Regular
Interest Z-3 Principal Distribution Amount, respectively;
(d)
To the extent of the REMIC I Available Distribution Amount for Loan
Group IV:
(i)
first, to the Y-4 and Z-4
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests
remaining
unpaid from previous
Distribution
Dates, pro rata according to
their respective shares of such unpaid amounts;
(ii)
second,
to
the
Y-4
and
Z-4
REMIC
I
Regular
Interests,
concurrently,
the
Uncertificated
Accrued Interest
(reduced in each case to account
for any Net Deferred
Interest
allocated to such Regular
Interests) for such Regular
Interests for the current
Distribution
Date, pro rata according to their
respective
Uncertificated Accrued Interest; and
(iii)
third,
to the Y-4
and Z-4
REMIC
I
Regular
Interests,
the
REMIC I Regular
Interest Y-4
Principal
Distribution
Amount and the REMIC I Regular
Interest Z-4 Principal Distribution Amount, respectively; and
(e)
To
the
extent
of
the
REMIC
I
Available
Distribution
Amounts
for
such
Distribution
Date remaining
after payment of the amounts
pursuant to paragraphs (a) through
(d) of this definition of "REMIC I Distribution Amount":
(i)
first,
to each of the
REMIC I
Class Y
and
Class Z
Regular
Interests,
pro rata according to the amount of unreimbursed Realized Losses
allocable
to principal previously allocated to each such Regular Interests;
provided,
however,
that any amounts
distributed
pursuant to this paragraph (e)(i) of this definition of
"REMIC I
Distribution
Amount"
shall not
cause a
reduction
in the
Uncertificated
Principal Balances of any of the Class Y and Class Z Regular
Interests; and
(ii)
second,
to the Class R
Certificates in respect of Component I
thereof, any remaining amount.
REMIC I
Interest:
Any
of the
REMIC I
Regular
Interests
and
Component I
of the
Class R Certificates.
REMIC
I Net
Deferred
Interest:
Net
Deferred
Interest
for
Loan
Group I for any
Distribution
Date shall be allocated to REMIC I Regular
Interest Z-1, Net Deferred
Interest
for Loan Group II for any
Distribution
Date shall be allocated
to REMIC I Regular
Interest
Z-2, Net Deferred
Interest
for Loan Group III for any
Distribution
Date shall be allocated
to
REMIC
I
Regular
Interest
Z-3 and Net
Deferred
Interest
for
Loan
Group
IV for any
Distribution Date shall be allocated to REMIC I Regular Interest
Z-4.
REMIC I Regular Interest:
Any of the separate
non-certificated
beneficial ownership
interests in REMIC I set forth in
Section 5.01(c)
and issued
hereunder and
designated as a
"regular
interest" in REMIC I.
Each REMIC I
Regular
Interest shall accrue
interest at the
Uncertificated
Pass-Through
Rate
specified
for
such
REMIC I
Regular
Interest
in
Section 5.01(c),
and shall be entitled to
distributions
of principal,
subject to the terms
and conditions
hereof, in an aggregate amount equal to its initial
Uncertificated
Principal
Balance
as set
forth
in
Section 5.01(c).
The
designations
for
the
respective
REMIC I
Regular Interests are set forth in Section 5.01(c).
REMIC II Available
Distribution
Amount: For any Distribution Date, the amount deemed
distributed
on such
Distribution
Date from
REMIC I to
REMIC II
in respect of the REMIC I
Regular Interests.
REMIC II
Distribution
Amount:
On each
Distribution
Date,
the REMIC II
Available
Distribution
Amount shall be
distributed by REMIC II to REMIC III on account of the REMIC II
Regular
Interests and to the Class R Certificates in respect of Component
II thereof,
in the
following order of priority:
(i)
to REMIC
III as the
holder of REMIC II
Regular
Interests,
pro rata,
in an
amount
equal to (A) the
Uncertificated
Accrued
Interest
for
each
such
REMC II
Regular
Interest for such
Distribution
Date
reduced,
in each case,
by any Net
Deferred
Interest
allocated to such REMIC II Regular Interest for such
Distribution
Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution
Dates; and
(ii)
on each
Distribution
Date, to REMIC III as the holder of the REMIC II Regular
Interests,
in an amount equal to the remainder of the REMIC II Available
Distribution Amount
after the
distributions
made pursuant to clause (i) above,
allocated as follows
(except as
provided below):
(A)
in respect of each of the REMIC II Regular
Interests,
their respective
Principal Distribution Amounts;
(B)
in
respect
of
REMIC
II
Regular
Interest
LT1
any
remainder
until
the
Uncertificated Principal Balance thereof is reduced to zero;
(C)
any remainder in respect of each of the REMIC II Regular
Interests (other than
REMIC II Regular Interest LT1), pro rata according to their
respective
Uncertificated
Principal Balances as reduced by the distributions
deemed made pursuant to (A) above,
until their respective Uncertificated Principal Balances are
reduced to zero; and
(iii) any remaining
amounts to the Holders of the Class R Certificates
in respect of
Component II thereof.
REMIC II
Interest:
Any of the REMIC II
Regular
Interests and
Component II
of the
Class R Certificates.
REMIC II Net Deferred
Interest:
Net
Deferred
Interest
for any
Distribution
Date
shall be allocated,
first,
to REMIC II Regular
Interests LT2, LT5, LT9, LT12,
LT15,
LT19,
LT23, LT26 and LT29,
respectively,
to the extent that their Principal
Reduction Amounts for
such
Distribution
Date are negative and,
second,
to REMIC II Regular
Interests
LT1, LT8,
LT18 and LT22, pro rata according to their respective
Uncertificated
Principal Balances,
to
the extent of any remaining Net Deferred Interest.
REMIC II Principal Reduction Amounts:
For any Distribution Date, the amounts by which
the
Uncertificated
Principal
Balances of the REMIC II Regular
Interests will be reduced on
such
Distribution
Date
by the
allocation
of
Realized
Losses
and
the
distribution
of
principal, determined as described in Appendix 2.
REMIC II Realized
Losses:
Realized
Losses on Mortgage
Loans shall be
allocated to
the REMIC II
Regular
Interests
as
follows:
The
interest
portion of
Realized
Losses on
Mortgage Loans, if any, shall be allocated among each of the REMIC
II Regular
Interests,
pro
rata according to the amount of interest
accrued but unpaid
thereon,
in reduction
thereof.
Any interest
portion of such Realized
Losses in excess of the amount
allocated
pursuant to
the
preceding
sentence
shall be
treated as a
principal
portion
of
Realized
Losses not
attributable
to
any
specific
Mortgage
Loan
and
allocated
pursuant
to
the
succeeding
sentences.
The
principal
portion of
Realized
Losses
shall be
allocated
to the REMIC II
Regular
Interests
as
follows:
(1) The
principal
portion
of
Realized
Losses
shall
be
allocated,
first, to REMIC II Regular Interests LT-Y1,
LT-Y2, LT-Y3 and LT-Y4,
respectively
in the same amounts as Realized
Losses were
allocated to the REMIC I Regular
Interests Y-1,
Y-2,
Y-3 and Y-4,
second,
to each of the REMIC II Regular
Interests
(other
than REMIC II
Regular
Interests
LT1,
LT-Y1,
LT-Y2,
LT-Y3
and
LT-Y4),
pro-rata
according
to
their
respective
REMIC II
Principal
Reduction
Amounts to the extent
thereof in reduction of the
Uncertificated
Principal
Balance
of
such
REMIC
II
Regular
Interests
and,
third,
the
remainder,
if any, of such
principal
portion of such Realized
Losses shall be allocated to
REMIC II Regular Interest LT1 in reduction of the Uncertificated
Principal Balance thereof.
REMIC II Regular
Interest LT1 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT1 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT1 on such Distribution Date.
REMIC II Regular
Interest LT2 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT2 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT2 on such Distribution Date.
REMIC II Regular
Interest LT3 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT3 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT3 on such Distribution Date.
REMIC II Regular
Interest LT4 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT4 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT4 on such Distribution Date.
REMIC II Regular
Interest LT5 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT5 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT5 on such Distribution Date.
REMIC II Regular
Interest LT6 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT6 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT6 on such Distribution Date.
REMIC II Regular
Interest LT7 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT7 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT7 on such Distribution Date.
REMIC II Regular
Interest LT8 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT8 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT8 on such Distribution Date.
REMIC II Regular
Interest LT9 Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the REMIC II Regular
Interest LT9 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT9 on such Distribution Date.
REMIC II Regular
Interest LT10 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT10 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT10 on such Distribution Date.
REMIC II Regular
Interest LT11 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT11 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT11 on such Distribution Date.
REMIC II Regular
Interest LT12 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT12 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT12 on such Distribution Date.
REMIC II Regular
Interest LT13 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT13 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT13 on such Distribution Date.
REMIC II Regular
Interest LT14 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT14 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT14 on such Distribution Date.
REMIC II Regular
Interest LT15 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT15 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT15 on such Distribution Date.
REMIC II Regular
Interest LT16 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT16 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT16 on such Distribution Date.
REMIC II Regular
Interest LT17 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT17 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT17 on such Distribution Date.
REMIC II Regular
Interest LT18 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT18 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT18 on such Distribution Date.
REMIC II Regular
Interest LT19 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT19 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT19 on such Distribution Date.
REMIC II Regular
Interest LT20 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT20 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT20 on such Distribution Date.
REMIC II Regular
Interest LT21 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT21 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT21 on such Distribution Date.
REMIC II Regular
Interest LT22 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT22 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT22 on such Distribution Date.
REMIC II Regular
Interest LT23 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT23 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT23 on such Distribution Date.
REMIC II Regular
Interest LT24 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT24 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT24 on such Distribution Date.
REMIC II Regular
Interest LT25 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT25 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT25 on such Distribution Date.
REMIC II Regular
Interest LT26 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT26 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT26 on such Distribution Date.
REMIC II Regular
Interest LT27 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT27 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT27 on such Distribution Date.
REMIC II Regular
Interest LT28 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT28 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT28 on such Distribution Date.
REMIC II Regular
Interest LT29 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT29 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT29 on such Distribution Date.
REMIC II Regular
Interest LT30 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT30 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT30 on such Distribution Date.
REMIC II Regular
Interest LT31 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT31 Principal
Reduction
Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT31 on such Distribution Date.
REMIC II Regular Interest LT-Y1 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT-Y1 Principal
Reduction Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT-Y1 on such Distribution Date.
REMIC II Regular Interest LT-Y2 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT-Y2 Principal
Reduction Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT-Y2 on such Distribution Date.
REMIC II Regular Interest LT-Y3 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT-Y3 Principal
Reduction Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT-Y3 on such Distribution Date.
REMIC II Regular Interest LT-Y4 Principal
Distribution
Amount:
For any Distribution
Date, the excess,
if any, of the REMIC II Regular
Interest LT-Y4 Principal
Reduction Amount
for such
Distribution
Date
over the
Realized
Losses
allocated
to the
REMIC II
Regular
Interest LT-Y4 on such Distribution Date.
REMIC II Regular Interest: Any of the separate
non-certificated
beneficial ownership
interests in REMIC II set forth in
Section 5.01(c)
and issued
hereunder and designated as a
"regular
interest" in REMIC II.
Each REMIC II
Regular Interest shall accrue interest at the
Uncertificated
Pass-Through
Rate
specified
for
such
REMIC II
Regular
Interest
in
Section 5.01(c),
and shall be entitled to
distributions
of principal,
subject to the terms
and conditions
hereof, in an aggregate amount equal to its initial
Uncertificated
Principal
Balance
as set
forth
in
Section 5.01(c).
The
designations
for the
respective
REMIC II
Regular Interests are set forth in Section 5.01(c).
REMIC III:
That group of assets
contained
in the Trust Fund
designated
as a REMIC
consisting of the REMIC II Regular Interests and any proceeds
thereof.
REMIC III
Available
Distribution
Amount:
For any
Distribution
Date,
the amounts
deemed distributed with respect to the REMIC II Regular Interests
pursuant to Section 6.07.
REMIC III
Distribution
Amount:
For any
Distribution
Date, the REMIC III Available
Distribution
Amount
shall
be
deemed
distributed
by
REMIC
III
to
the
holders
of the
Certificates
(other
than the
Class R,
Class
R-X,
Class X and Class XP
Certificates)
on
account of the REMIC III Regular
Interests
(other than REMIC III
Regular
Interests
I-X-1,
I-X-2, II-X-1,
II-X-2,
II-X-3,
III-X-1,
IV-X-2, IV-X-2 and M-X), to REMIC IV on account of
REMIC III Regular Interests I-X-1, I-X-2, II-X-1,
II-X-2,
II-X-3,
III-X-1,
IV-X-2,
IV-X-2
and M-X, and to holders of the Class R
Certificates
in respect of Component III thereof,
as
follows:
to each REMIC III Regular
Interest in respect of
Uncertificated
Accrued
Interest
thereon and the
Uncertificated
Principal Balance thereof,
the amount distributed in respect
of
interest
and
principal
on the
Class
or
Classes
of
Certificates
bearing
the
same
designation
(with such
amounts
having the same
character
as
interest or
principal
with
respect
to the
REMIC
III
Regular
Interest
as
they
have
with
respect
to the
Related
Certificate
or
Certificates),
except that no amount paid to any
Certificate
in respect of
any
Carryover
Shortfall
Amount shall be included in the amount paid in respect of a related
REMIC III Regular
Interest.
Any
remaining
amount of the REMIC III
Available
Distribution
Amount
shall be
distributed
to the
holders
of the
Class R
Certificates
in
respect
of
Component III thereof.
REMIC III
Interest:
Any of the REMIC III Regular
Interests and Component III of the
Class R Certificate.
REMIC III Net Deferred
Interest:
Net Deferred
Interest
for any
Distribution
Date
shall be
allocated
to REMIC III
Regular
Interests
to the same
extent
that Net
Deferred
Interest is allocated to the Class of Certificates bearing the same
designation.
REMIC III Regular
Interest I-X-1: A regular interest in REMIC III that has an initial
principal balance equal to zero, that bears interest at the related
Uncertificated
REMIC III
Pass-Through
Rate on its
Uncertificated
Notional
Amount,
and that has such other terms as
are described herein.
REMIC III Regular
Interest I-X-2: A regular interest in REMIC III that has an initial
principal balance equal to zero, that bears interest at the related
Uncertificated
REMIC III
Pass-Through
Rate on its
Uncertificated
Notional
Amount,
and that has such other terms as
are described herein.
REMIC
III
Regular
Interest
II-X-1:
A
regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC
III
Regular
Interest
II-X-2:
A
regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC
III
Regular
Interest
II-X-3:
A
regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC
III
Regular
Interest
III-X-1:
A regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC
III
Regular
Interest
IV-X-1:
A
regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC
III
Regular
Interest
IV-X-2:
A
regular
interest
in REMIC III that has an
initial
principal
balance equal to zero,
that bears interest at the related
Uncertificated
REMIC III Pass-Through
Rate on its
Uncertificated
Notional Amount,
and that has such other
terms as are described herein.
REMIC III Regular
Interest
M-X: A regular
interest in REMIC III that has an initial
principal balance equal to zero, that bears interest at the related
Uncertificated
REMIC III
Pass-Through
Rate on its
Uncertificated
Notional
Amount,
and that has such other terms as
are described herein.
REMIC III Regular
Interest:
Any of the separate
beneficial
ownership
interests in
REMIC III
set forth in
Section 5.01(c)
and issued
hereunder
and
designated as a "regular
interest"
in
REMIC III.
Each
REMIC III
Regular
Interest
shall
accrue
interest
at the
Uncertificated
REMIC III Pass-Through
Rate specified for such REMIC III
Regular Interest in
Section 5.01(c),
and shall be entitled to
distributions
of principal,
subject to the terms
and conditions
hereof, in an aggregate amount equal to its initial
Uncertificated
Principal
Balance
as set
forth in
Section 5.01(c).
The
designations
for the
respective
REMIC III
Regular Interests are set forth in Section 5.01(c).
REMIC IV:
That
group of assets
contained
in the Trust Fund
designated
as a REMIC
consisting of REMIC III Regular
Interests I-X-1,
I-X-2,
II-X-1,
II-X-2,
II-X-3,
III-X-1,
IV-X-1, IV-X-2 and M-X and any proceeds thereof.
REMIC IV
Available
Distribution
Amount:
For any
Distribution
Date,
the
amounts
deemed distributed with respect to REMIC III Regular Interests
I-X-1, I-X-2,
II-X-1,
II-X-2,
II-X-3, III-X-1, IV-X-1, IV-X-2 and M-X pursuant to Section 6.07.
REMIC IV
Distribution
Amount:
For any
Distribution
Date,
the REMIC IV
Available
Distribution
Amount
shall be
deemed
distributed
by REMIC IV to the
holders
of the Class
I-X-1, Class I-X-2, Class II-X-1,
Class II-X-2,
Class II-X-3,
Class III-X-1,
Class IV-X-1,
Class IV-X-2 and Class M-X
Certificates
on account of
REMIC III
Regular
Interests
I-X-1,
I-X-2, II-X-1, II-X-2, II-X-3, III-X-1, IV-X-1, IV-X-2 and M-X,
respectively.
REMIC
IV
Interest:
Any
of the
REMIC
IV
Regular
Interests
and
the
Class
R-X
Certificates.
REMIC IV Regular
Interest:
Any of the
separate
beneficial
ownership
interests in
REMIC IV set forth in
Section 5.01(c)(iv)
and issued
hereunder and designated as a "regular
interest"
in
REMIC IV.
Each
REMIC IV
Regular
Interest
shall
accrue
interest
at
the
Uncertificated
REMIC IV
Pass-Through
Rate specified for such REMIC IV
Regular
Interest in
Section 5.01(c)(iv).
The designations for the respective
REMIC IV Regular
Interests are set
forth in Section 5.01(c)(iv).
REO
Acquisition:
The
acquisition
by the
Servicer on behalf of the Trustee for the
benefit of the Certificateholders of any REO Property pursuant to
Section 3.15.
REO Disposition:
As to any REO Property,
a determination by the Servicer that it has
received all Insurance
Proceeds,
Liquidation
Proceeds,
REO Proceeds and other payments and
recoveries
(including
proceeds
of a final sale)
which the
Servicer
expects to be finally
recoverable from the sale or other disposition of the REO Property.
REO Proceeds:
Proceeds, net of expenses, received in respect of any REO Property.
REO
Property:
A
Mortgaged
Property
acquired
in the
name of the
Trust,
for the
benefit of
Certificateholders,
by foreclosure or
deed-in-lieu
of foreclosure in connection
with a defaulted Mortgage Loan.
Repurchase
Price:
With respect to any Mortgage
Loan (or any property
acquired with
respect
thereto)
required to be
repurchased
by the Seller
pursuant to the
Mortgage
Loan
Purchase
Agreement,
or Article II of this Agreement,
an amount equal to the sum of, without
duplication,
(i)(a) 100% of the
Outstanding
Principal
Balance of such
Mortgage Loan as of
the date of
repurchase
(or if the related
Mortgaged
Property
was
acquired
with
respect
thereto, 100% of the Outstanding
Principal Balance at the date of the acquisition),
plus (b)
accrued
but unpaid
interest on the
Outstanding
Principal
Balance at the related
Mortgage
Interest
Rate,
through and including the last day of the month of
repurchase,
plus (c) any
unreimbursed
Monthly
Advances and
servicing
advances
payable to the Servicer and (ii) any
costs and damages (if any)
incurred by the Trust in
connection
with any
violation
of such
Mortgage Loan of any predatory or abusive lending laws.
Repurchase
Proceeds:
The
Repurchase
Price in connection
with any
repurchase of a
Mortgage
Loan by the Seller and any cash deposit in
connection
with the
substitution
of a
Mortgage Loan.
Request for Release:
A request for release in the form attached hereto as Exhibit D.
Required
Insurance
Policy:
With respect to any Mortgage Loan, any insurance
policy
which is required to be
maintained
from time to time under this
Agreement
with
respect to
such Mortgage Loan.
Residual Certificates:
The Class R Certificates and the Class R-X Certificates.
Responsible
Officer:
Any
officer
assigned
to the
Corporate
Trust
Office of the
Trustee (or any successor
thereto),
including any Vice President,
Assistant Vice President,
Trust
Officer,
any
Assistant
Secretary,
any trust
officer
or any other
officer
of the
Trustee
customarily
performing
functions
similar
to those
performed
by any of the above
designated
officers
and
having
direct
responsibility
for
the
administration
of
this
Agreement,
and any other
officer of the Trustee to whom a matter
arising
hereunder
may be
referred.
Rule
144A
Certificate:
The
certificate
to be
furnished
by each
purchaser
of a
Private
Certificate
(which
is
also
a
Physical
Certificate)
which
is
a
Qualified
Institutional
Buyer as
defined
under
Rule
144A
promulgated
under
the
Securities
Act,
substantially in the form set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor's,
a
division
of The
McGraw-Hill
Companies,
Inc.,
and its
successors in interest.
Scheduled
Payment:
With
respect
to any
Mortgage
Loan
and
any Due
Period,
the
scheduled
payment or payments of
principal
and
interest due during such Due Period on such
Mortgage
Loan which
either is payable by a
Mortgagor
in such Due Period
under the related
Mortgage Note or, in the case of REO
Property,
would
otherwise
have been payable under the
related Mortgage Note.
Scheduled Principal:
The principal portion of any Scheduled Payment.
Scheduled
Principal
Balance:
With respect to any Mortgage Loan on any
Distribution
Date,
(i) the unpaid
principal
balance of such Mortgage Loan as of the close of business on
the
related Due Date
(taking
account of the
principal
payment to be made on such Due Date
and
irrespective
of any
delinquency
in its
payment),
as
specified
in the
amortization
schedule at the time relating
thereto
(before any adjustment to such
amortization
schedule
by reason of any
bankruptcy
or similar
proceeding
occurring
after the Cut-off Date (other
than a Deficient
Valuation) or any
moratorium or similar
waiver or grace period)
including
any
Deferred
Interest
thereon
and
less
(ii) any
Principal
Prepayments
(including
the
principal
portion
of Net
Liquidation
Proceeds)
received
during
or prior to the
related
Prepayment
Period;
provided that the Scheduled
Principal
Balance of a Liquidated
Mortgage
Loan is zero.
Securities Act:
The Securities Act of 1933, as amended.
Securities
Legend:
"THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES
LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED,
RESOLD,
PLEDGED OR OTHERWISE
TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES
ACT AND OTHER
APPLICABLE
LAWS AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE
SECURITIES
ACT
("RULE
144A") TO A PERSON THAT THE HOLDER
REASONABLY
BELIEVES IS A QUALIFIED
INSTITUTIONAL
BUYER
WITHIN
THE
MEANING OF RULE 144A (A "QIB"),
PURCHASING
FOR ITS OWN
ACCOUNT OR A QIB
PURCHASING
FOR THE ACCOUNT OF A QIB,
WHOM THE HOLDER HAS
INFORMED,
IN EACH CASE,
THAT THE
REOFFER,
RESALE,
PLEDGE OR OTHER
TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A OR (2) IN
CERTIFICATED
FORM TO AN
"INSTITUTIONAL
ACCREDITED
INVESTOR"
WITHIN THE MEANING THEREOF IN
RULE
501(A)(1),
(2), (3) OR (7) OF
REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF
THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS
PURCHASING NOT FOR
DISTRIBUTION
IN VIOLATION
OF THE
SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER
SUBSTANTIALLY
IN THE FORM
PROVIDED
IN THE
AGREEMENT
AND (B) THE
RECEIPT
BY THE
TRUSTEE
OF SUCH OTHER
EVIDENCE
ACCEPTABLE
TO THE
TRUSTEE
THAT SUCH
REOFFER,
RESALE,
PLEDGE OR
TRANSFER IS IN
COMPLIANCE
WITH THE
SECURITIES ACT AND OTHER
APPLICABLE
LAWS OR IN EACH CASE IN ACCORDANCE
WITH
ALL
APPLICABLE
SECURITIES
LAWS
OF
THE
UNITED
STATES
AND
ANY
OTHER
APPLICABLE
JURISDICTION.
THIS
CERTIFICATE
MAY NOT BE ACQUIRED
DIRECTLY OR INDIRECTLY BY, OR ON BEHALF
OF, AN EMPLOYEE
BENEFIT PLAN OR OTHER
RETIREMENT
ARRANGEMENT
(A "PLAN") THAT IS SUBJECT TO
TITLE I OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED,
AND/OR SECTION
4975 OF THE INTERNAL
REVENUE
CODE OF 1986,
AS AMENDED
(THE
"CODE"),
OR BY A PERSON USING
"PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED
TRANSFEREE
PROVIDES THE TRUSTEE WITH AN OPINION
OF COUNSEL FOR THE BENEFIT OF THE
TRUSTEE AND THE
SERVICER
AND ON WHICH THEY MAY RELY WHICH
IS
SATISFACTORY
TO THE TRUSTEE THAT THE PURCHASE OF THIS
CERTIFICATE IS
PERMISSIBLE
UNDER
APPLICABLE
LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED
TRANSACTION
UNDER
SECTION 406 OF THE EMPLOYEE
RETIREMENT
INCOME
SECURITY ACT OF 1974, AS AMENDED,
OR SECTION
4975 OF THE CODE AND WILL NOT
SUBJECT
THE
SERVICER
OR THE
TRUSTEE
