BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor
EMC MORTGAGE CORPORATION,
Seller and Company
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
Master Servicer and Securities
Administrator
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
____________________
POOLING AND SERVICING
AGREEMENT
Dated as of May 1, 2005
________________________________________
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-AC3
ASSET-BACKED CERTIFICATES, SERIES
2005-AC3
TABLE OF CONTENTS
Article I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls
|
Article II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND
WARRANTIES
|
Section 2.01
|
Conveyance of Trust Fund
|
|
|
Section 2.02
|
Acceptance of the Mortgage
Loans.
|
|
|
Section 2.03
|
Representations, Warranties and
Covenants of the Company, the Master Servicer and the
Seller.
|
|
Section 2.04
|
Representations and Warranties of
the Depositor
|
|
|
Section 2.05
|
Delivery of Opinion of Counsel in
Connection with Substitutions and Repurchases.
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Section 2.06
|
Countersignature and Delivery of
Certificates.
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Article III
ADMINISTRATION AND SERVICING OF EMC MORTGAGE
LOANS BY COMPANY
|
Section 3.01
|
The Company
|
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Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
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Section 3.03
|
Subservicers
|
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|
Section 3.04
|
Documents, Records and Funds in
Possession of Company To Be Held for Trustee
|
|
Section 3.05
|
Maintenance of Hazard
Insurance
|
|
|
Section 3.06
|
Presentment of Claims and Collection
of Proceeds
|
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Section 3.07
|
Maintenance of the Primary Mortgage
Insurance Policies.
|
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Section 3.08
|
Fidelity Bond, Errors and Omissions
Insurance
|
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Section 3.09
|
Realization Upon Defaulted Mortgage
Loans; Determination of Excess Liquidation Proceeds and Realized
Losses; Repurchases of Certain Mortgage
Loans.
|
|
Section 3.10
|
Servicing Compensation
|
|
|
Section 3.11
|
REO Property.
|
|
|
Section 3.12
|
Liquidation Reports
|
|
|
Section 3.13
|
Annual Statement as to Compliance;
Annual Certification.
|
|
|
Section 3.14
|
Annual Independent Certified Public
Accountants’ Servicing Report
|
|
Section 3.15
|
Books and Records
|
|
|
|
|
|
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|
Article IV
ADMINISTRATION AND MASTER SERVICING OF MORTGAGE
LOANS BY MASTER SERVICER
|
Section 4.01
|
Master Servicer
|
|
|
Section 4.02
|
REMIC-Related Covenants
|
|
|
Section 4.03
|
Monitoring of Company and
Servicer.
|
|
|
Section 4.04
|
Fidelity Bond
|
|
|
Section 4.05
|
Power to Act; Procedures
|
|
|
Section 4.06
|
Due-on-Sale Clauses; Assumption
Agreements
|
|
Section 4.07
|
Release of Mortgage
Files.
|
|
|
|
|
|
|
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|
Section 4.08
|
Documents, Records and Funds in
Possession of Master Servicer, Company and Servicer To Be Held for
Trustee.
|
|
Section 4.09
|
Standard Hazard Insurance and Flood
Insurance Policies.
|
|
|
Section 4.10
|
Presentment of Claims and Collection
of Proceeds
|
|
|
Section 4.11
|
Maintenance of the Primary Mortgage
Insurance Policies.
|
|
|
Section 4.12
|
Trustee to Retain Possession of
Certain Insurance Policies and Documents
|
|
Section 4.13
|
Realization Upon Defaulted Mortgage
Loans
|
|
|
Section 4.14
|
Compensation for the Master
Servicer
|
|
|
Section 4.15
|
REO Property.
|
|
|
Section 4.16
|
Annual Officer’s Certificate
as to Compliance.
|
|
|
Section 4.17
|
Annual Independent
Accountant’s Servicing Report
|
|
|
Section 4.18
|
Reports Filed with Securities and
Exchange Commission
|
|
|
Section 4.19
|
UCC
|
|
|
Section 4.20
|
Optional Purchase of Certain
Mortgage Loans
|
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Article V
ACCOUNTS
|
Section 5.01
|
Collection of Mortgage Loan
Payments; Protected Account.
|
|
|
Section 5.02
|
Permitted Withdrawals From the
Protected Account.
|
|
|
Section 5.03
|
Reports to Master
Servicer
|
|
|
Section 5.04
|
Collection of Taxes; Assessments and
Similar Items; Escrow Accounts
|
|
|
Section 5.05
|
Servicer Protected
Accounts.
|
|
|
Section 5.06
|
Master Servicer Collection
Account.
|
|
|
Section 5.07
|
Permitted Withdrawals and Transfers
from the Master Servicer Collection Account.
|
|
Section 5.08
|
Distribution Account.
|
|
|
Section 5.09
|
Permitted Withdrawals and Transfers
from the Distribution Account.
|
|
|
|
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|
Article VI
DISTRIBUTIONS AND ADVANCES
|
Section 6.01
|
Advances.
|
|
|
Section 6.02
|
Compensating Interest
Payments.
|
|
|
Section 6.03
|
REMIC Distributions
|
|
|
Section 6.04
|
Distributions.
|
|
|
Section 6.05
|
Allocation of Realized
Losses.
|
|
|
Section 6.06
|
Monthly Statements to
Certificateholders.
|
|
|
|
|
|
|
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|
Section 6.07
|
REMIC Designations and REMIC
Distributions.
|
|
Section 6.08
|
Net WAC Reserve Fund.
|
|
|
Section 6.09
|
Class P Certificate
Accounts
|
|
|
|
|
|
|
Article VII
THE CERTIFICATES
|
Section 7.01
|
The Certificates
|
|
|
Section 7.02
|
Certificate Register; Registration
of Transfer and Exchange of Certificates.
|
|
Section 7.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates
|
|
|
Section 7.04
|
Persons Deemed Owners
|
|
|
Section 7.05
|
Access to List of
Certificateholders’ Names and Addresses
|
|
|
Section 7.06
|
Book-Entry Certificates
|
|
|
Section 7.07
|
Notices to Depository
|
|
|
Section 7.08
|
Definitive Certificates
|
|
|
Section 7.09
|
Maintenance of Office or
Agency
|
|
|
|
|
|
|
|
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|
Article VIII
THE COMPANY AND THE MASTER SERVICER
|
Section 8.01
|
Liabilities of the Depositor, the
Company and the Master Servicer
|
|
|
Section 8.02
|
Merger or Consolidation of the
Depositor, the Company or the Master Servicer.
|
|
|
Section 8.03
|
Indemnification of the Trustee, the
Master Servicer and the Securities Administrator.
|
|
|
Section 8.04
|
Limitations on Liability of the
Depositor, the Company, the Master Servicer and Others
|
|
Section 8.05
|
Master Servicer and Company Not to
Resign
|
|
|
Section 8.06
|
Successor Master Servicer
|
|
|
Section 8.07
|
Sale and Assignment of Master
Servicing
|
|
|
|
|
|
|
|
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|
Article IX
DEFAULT; TERMINATION OF MASTER SERVICER;
TERMINATION OF COMPANY
|
Section 9.01
|
Events of Default
|
|
|
Section 9.02
|
Trustee to Act; Appointment of
Successor
|
|
Section 9.03
|
Notification to
Certificateholders.
|
|
|
Section 9.04
|
Waiver of Defaults
|
|
|
Section 9.05
|
Company Default
|
|
|
Section 9.06
|
Waiver of Company
Defaults
|
|
|
|
|
|
|
|
|
Article X
CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR
|
Section 10.01
|
Duties of Trustee and Securities
Administrator.
|
|
|
Section 10.02
|
Certain Matters Affecting the
Trustee and the Securities Administrator.
|
|
|
Section 10.03
|
Trustee and Securities Administrator
Not Liable for Certificates or Mortgage Loans
|
|
Section 10.04
|
Trustee and Securities Administrator
May Own Certificates
|
|
|
Section 10.05
|
Trustee’s and Securities
Administrator’s Fees and Expenses
|
|
|
Section 10.06
|
Eligibility Requirements for Trustee
and Securities Administrator
|
|
|
Section 10.07
|
Insurance
|
|
|
|
|
|
|
|
|
|
|
|
Section 10.08
|
Resignation and Removal of Trustee
and Securities Administrator
|
|
Section 10.09
|
Successor Trustee or Securities
Administrator
|
|
|
Section 10.10
|
Merger or Consolidation of Trustee
or Securities Administrator
|
|
|
Section 10.11
|
Appointment of Co-Trustee or
Separate Trustee
|
|
|
Section 10.12
|
Tax Matters
|
|
|
|
|
|
|
|
|
Article XI
TERMINATION
|
Section 11.01
|
Termination upon Liquidation or
Repurchase of all Mortgage Loans
|
|
|
Section 11.02
|
Final Distribution on the Group I
Certificates and Group II Certificates
|
|
Section 11.03
|
Additional Termination
Requirements.
|
|
|
|
|
|
|
Article XII
MISCELLANEOUS PROVISIONS
|
Section 12.01
|
Amendment
|
|
|
Section 12.02
|
Recordation of Agreement;
Counterparts
|
|
|
Section 12.03
|
Governing Law.
|
|
|
Section 12.04
|
Intention of Parties
|
|
|
Section 12.05
|
Notices.
|
|
|
Section 12.06
|
Severability of
Provisions
|
|
|
Section 12.07
|
Assignment
|
|
|
Section 12.08
|
Limitation on Rights of
Certificateholders
|
|
|
Section 12.09
|
Inspection and Audit
Rights
|
|
|
Section 12.10
|
Certificates Nonassessable and Fully
Paid.
|
|
|
|
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|
Exhibits
|
Exhibit A-1
|
Form of Class [A] [ X ] [PO]
Certificates
|
|
|
Exhibit A-2
|
Form of Class M
Certificates
|
|
|
Exhibit A-3
|
Form of Class B
Certificates
|
|
|
Exhibit A-4
|
Form of Class C
Certificates
|
|
|
Exhibit A-5
|
Form of Class P
Certificates
|
|
|
Exhibit A-6
|
Form of Class R
Certificates
|
|
|
Exhibit B
|
Mortgage Loan Schedule
|
|
|
Exhibit C
|
Form of Transfer
Affidavit
|
|
|
Exhibit D
|
Form of Transferor
Certificate
|
|
|
Exhibit E
|
Form of Investment Letter (Non-Rule
144A)
|
|
|
Exhibit F
|
Form of Rule 144A Investment
Letter
|
|
|
Exhibit G
|
Form of Request for
Release
|
|
|
Exhibit H
|
DTC Letter of
Representations
|
|
|
Exhibit I
|
Schedule of Mortgage Loans with Lost
Notes
|
|
Exhibit J
|
Form of Custodial
Agreement
|
|
|
Exhibit K
|
Form of Company
Certification
|
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
POOLING AND SERVICING AGREEMENT,
dated as of May 1, 2005, among BEAR STEARNS ASSET BACKED SECURITIES
I LLC, a Delaware limited liability company, as depositor (the
“Depositor”), EMC MORTGAGE CORPORATION, a Delaware
corporation, as seller (in such capacity, the “Seller”)
and as company (in such capacity, the “Company”), WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association,
as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity,
the “Securities Administrator”) and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, not in its individual
capacity, but solely as trustee (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates.
REMIC I
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of Loan Group I and certain other related assets subject to this
Agreement (other than the Yield Maintenance Agreement and the Net
WAC Reserve Fund) as a REMIC (as defined herein) for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC I.” The Class I-R-1 Certificates will
represent the sole class of Residual Interests in REMIC I for
purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the
designation, the Uncertificated REMIC I Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I
Regular Interests (as defined herein). None of the REMIC I Regular
Interests will be certificated.
|
Designation
|
|
Initial
Uncertificated
Principal Balance
|
|
Uncertificated REMIC
I
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
|
AA
|
|
$
|
197,613,320.19
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-A-1
|
|
$
|
1,512,340.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-1
|
|
$
|
125,020.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-2
|
|
$
|
118,970.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-3
|
|
$
|
54,450.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-1
|
|
$
|
48,390.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-2
|
|
$
|
46,380.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-3
|
|
$
|
38,310.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-4
|
|
$
|
52,430.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
ZZ
|
|
$
|
2,036,634.90
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-P
|
|
$
|
100.00
|
|
0.00%
|
|
July 25, 2035
|
|
___________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity date for the Mortgage Loan in Loan Group I with the latest
maturity date has been designated as the “latest possible
maturity date” for each of the REMIC I Regular
Interests.
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II.” The Class I-R-2 Certificates will represent
the sole class of Residual Interests in REMIC II for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Uncertificated
REMIC II Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC II Regular Interests (as defined
herein). None of the REMIC II Regular Interests will be
certificated.
|
Designation
|
|
Initial
Uncertificated
Principal Balance
|
|
Uncertificated REMIC
II
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
|
I-A-1
|
|
$
|
151,234,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-1
|
|
$
|
12,502,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-2
|
|
$
|
11,897,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-M-3
|
|
$
|
5,445,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-1
|
|
$
|
4,839,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-2
|
|
$
|
4,638,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-3
|
|
$
|
3,831,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-B-4
|
|
$
|
5,243,000.00
|
|
Variable (2)
|
|
July 25, 2035
|
|
|
I-C
|
|
$
|
2,017,245.09
|
|
Variable (2) (3)
|
|
July 25, 2035
|
|
|
I-P
|
|
$
|
100.00
|
|
0.00%
|
|
July 25, 2035
|
|
___________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity date for the Mortgage Loan in Loan Group I with the latest
maturity date has been designated as the “latest possible
maturity date” for each of the REMIC II Regular
Interests.
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
(3) REMIC
II Regular Interest I-C will not accrue interest on its
Uncertificated Principal Balance, but will accrue interest at the
related Uncertificated REMIC II Pass-Through Rate on its
Uncertificated Notional Balance which shall equal the aggregate of
the Uncertificated Principal Balances of the REMIC I Regular
Interests other than REMIC I Regular Interest I-P.
REMIC III
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of Loan Group II and certain other related assets subject to this
Agreement (other than the Yield Maintenance Agreement and the Net
WAC Reserve Fund) as a REMIC for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC
III.” The Class II-R-1 Certificates will represent the sole
class of Residual Interests in REMIC III for purposes of the REMIC
Provisions under federal income tax law. The following table
irrevocably sets forth the designation, the Uncertificated REMIC
III Pass-Through Rate, the initial Uncertificated Principal Balance
and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC III Regular Interests (as defined
herein). None of the REMIC III Regular Interests will be
certificated.
|
Designation
|
|
Initial
Uncertificated
Principal Balance
|
|
Uncertificated REMIC
III
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
|
PO
|
|
$
|
1,171,356.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
1-Sub
|
|
$
|
10,590.48
|
|
5.25%
|
|
June 25, 2020
|
|
|
1-ZZZ
|
|
$
|
168,549,988.55
|
|
5.25%
|
|
June 25, 2020
|
|
|
2-Sub
|
|
$
|
3,446.75
|
|
7.50%
|
|
June 25, 2020
|
|
|
2-ZZZ
|
|
$
|
54,855,851.06
|
|
7.50%
|
|
June 25, 2020
|
|
|
II-R-2
|
|
$
|
50.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
II-R-3
|
|
$
|
50.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
P
|
|
$
|
100.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
X
|
|
|
(3)
|
|
(2)
|
|
June 25, 2020
|
|
___________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity date for the Mortgage Loan in Loan Group II with the
latest maturity date has been designated as the “latest
possible maturity date” for each of the REMIC III Regular
Interests.
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC III Pass-Through
Rate” herein.
|
(3) REMIC
III Regular Interest X will not have an Uncertificated Principal
Balance but will accrue interest on its uncertificated notional
amount calculated in accordance with the definition of
“Uncertificated Notional Amount” herein.
REMIC IV
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC III Regular Interests as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated
as “REMIC IV.” The Class II-R-2 Certificates will
represent the sole class of Residual Interests in REMIC IV for
purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, the
Uncertificated REMIC IV Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC IV Regular
Interests (as defined herein). None of the REMIC IV Regular
Interests will be certificated.
|
Designation
|
|
Initial
Uncertificated
Principal Balance
|
|
Uncertificated REMIC
IV
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
|
II-A-1
|
|
$
|
152,260,000.00
|
|
5.25%
|
|
June 25, 2020
|
|
|
II-A-2
|
|
$
|
5,710,098.00
|
|
5.25%
|
|
June 25, 2020
|
|
|
II-A-3
|
|
$
|
51,412,546.00
|
|
7.50%
|
|
June 25, 2020
|
|
|
II-B-1
|
|
$
|
8,422,000.00
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-B-2
|
|
$
|
2,021,000.00
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-B-3
|
|
$
|
1,123,000.00
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-B-4
|
|
$
|
1,123,000.00
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-B-5
|
|
$
|
786,000.00
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-B-6
|
|
$
|
562,232.84
|
|
Variable (2)
|
|
June 25, 2020
|
|
|
II-X
|
|
|
(4)
|
|
(3)
|
|
June 25, 2020
|
|
|
II-PO
|
|
$
|
1,171,356.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
II-R-3
|
|
$
|
50.00
|
|
0.00%
|
|
June 25, 2020
|
|
|
II-P
|
|
$
|
100.00
|
|
0.00%
|
|
June 25, 2020
|
|
___________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date in the month following the
maturity date for the Mortgage Loan in Loan Group II with the
latest maturity date has been designated as the “latest
possible maturity date” for each of the REMIC IV Regular
Interests.
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC IV Pass-Through
Rate” herein.
|
(3) For
federal income tax purposes, REMIC IV Regular Interest II-X will
not have an Uncertificated REMIC IV Pass-Through Rate, but will be
entitled to 100% of the amounts distributed on REMIC III Regular
Interest X.
(4) For
federal income tax purposes, REMIC IV Regular Interest II-X will
not have an Uncertificated Principal Balance, but will have an
uncertificated notional amount equal to the Uncertificated Notional
Amount of REMIC III Regular Interest X.
REMIC V
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC II Regular Interests and REMIC IV Regular Interests as
a REMIC for federal income tax purposes, and such segregated pool
of assets will be designated as “REMIC V.” The Class
II-R-3 Certificates will represent the sole class of Residual
Interests in REMIC V for purposes of the REMIC
Provisions.
The following table irrevocably sets
forth the Class designation, Pass-Through Rate, Initial Certificate
Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each Class of Certificates that represents
one or more of the Regular Interests in REMIC V created hereunder
and the Class II-R-1, Class II-R-2 and Class II-R-3
Certificates.
|
Class Designation
|
|
Initial Certificate
Principal Balance
|
|
Pass-Through Rate
|
|
Latest Possible
Maturity Date
(1)
|
|
Class I-A-1
|
|
$
|
151,234,000.00
|
|
Class I—A-1 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-A-2
|
|
|
(4)
|
|
Class I—A-2 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-M-1
|
|
$
|
12,502,000.00
|
|
Class I—M-1 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-M-2
|
|
$
|
11,897,000.00
|
|
Class I—M-2 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-M-3
|
|
$
|
5,445,000.00
|
|
Class I—M-3 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-B-1
|
|
$
|
4,839,000.00
|
|
Class I—B-1 Pass Through
Rate
|
|
July 25, 2035
|
|
Class I-B-2
|
|
$
|
4,638,000.00
|
|
Class I—B-2 Pass—Through
Rate
|
|
July 25, 2035
|
|
Class I-B-3
|
|
$
|
3,831,000.00
|
|
Class I—B-3 Pass Through
Rate
|
|
July 25, 2035
|
|
Class I-B-4
|
|
$
|
5,243,000.00
|
|
Class I—B-4 Pass Through
Rate
|
|
July 25, 2035
|
|
Class I-C
|
|
$
|
2,017,245.09
|
(2)
|
N/A (2)
|
|
July 25, 2035
|
|
Class I-P
|
|
$
|
100.00
|
(3)
|
N/A (3)
|
|
July 25, 2035
|
|
Class II-A-1
|
|
$
|
152,260,000.00
|
|
5.25%
|
|
June 25, 2020
|
|
Class II-A-2
|
|
$
|
5,710,098.00
|
|
5.25%
|
|
June 25, 2020
|
|
Class II-A-3
|
|
$
|
51,412,546.00
|
|
Class II—A-3
Pass—Through Rate
|
|
June 25, 2020
|
|
Class II-A-4
|
|
|
(5)
|
|
Class II—A-4
Pass—Through Rate
|
|
June 25, 2020
|
|
Class II-X
|
|
|
(6)
|
|
Class II—X Pass—Through
Rate (7)
|
|
June 25, 2020
|
|
Class II-PO
|
|
$
|
1,171,356.00
|
(3)
|
N/A (3)
|
|
June 25, 2020
|
|
Class II-B-1
|
|
$
|
8,422,000.00
|
|
Class II—B Pass Through
Rate
|
|
June 25, 2020
|
|
Class II-B-2
|
|
$
|
2,021,000.00
|
|
Class II—B Pass—Through
Rate
|
|
June 25, 2020
|
|
Class II-B-3
|
|
$
|
1,123,000.00
|
|
Class II—B Pass Through
Rate
|
|
June 25, 2020
|
|
Class II-B-4
|
|
$
|
1,123,000.00
|
|
Class II—B Pass Through
Rate
|
|
June 25, 2020
|
|
Class II-B-5
|
|
$
|
786,000.00
|
|
Class II—B Pass—Through
Rate
|
|
June 25, 2020
|
|
Class II-B-6
|
|
$
|
562,232.84
|
|
Class II—B Pass Through
Rate
|
|
June 25, 2020
|
|
Class II-R-1
|
|
$
|
50.00
|
(3)
|
N/A (3)
|
|
N/A
|
|
Class II-R-2
|
|
$
|
50.00
|
(3)
|
N/A (3)
|
|
N/A
|
|
Class II-R-3
|
|
$
|
50.00
|
(3)
|
N/A (3)
|
|
N/A
|
|
Class II-P
|
|
$
|
100.00
|
(3)
|
N/A (3)
|
|
June 25, 2020
|
___________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
following the maturity date for the Mortgage Loan in Loan Group I
with the latest maturity date has been designated as the
“latest possible maturity date” for each of the Group I
Certificates that represents one or more Regular Interests in REMIC
V, and the Distribution Date in the month following the maturity
date for the Mortgage Loan in Loan Group II with the latest
maturity date has been designated as the “latest possible
maturity date” for each of the Group II Certificates that
represents one or more of the Regular Interests in REMIC
V.
|
|
(2)
|
The Class I-C Certificate will not accrue
interest on its Certificate Principal Balance, but will be entitled
to 100% of amounts distributed on REMIC II Regular Interest
I-C.
|
|
(3)
|
The Class I-P, Class II-PO, Class II-P, Class
II-R-1, Class II-R-2 and Class II-R-3 Certificates are not entitled
to distributions in respect of interest.
|
|
(4)
|
The Class I-A-2 Certificates do not have an
initial Certificate Principal Balance. The Class I-A-2 Certificates
have an initial Notional Amount of $151,234,000.00, and for any
subsequent Distribution Date, the Class I-A-2 Certificates will
have a Notional Amount equal to the Certificate Principal Balance
of the Class I-A-1 Certificates as of such Distribution Date. For
federal income tax purposes, the Class I-A-2 Certificates will have
a Notional Amount equal to the Uncertificated Principal Balance of
REMIC II Regular Interest I-A-1.
|
|
(5)
|
The Class II-A-4 Certificates do not have an
initial Certificate Principal Balance. The Class II-A-4
Certificates have an initial Notional Amount of $51,412,546.00, and
for any subsequent Distribution Date, the Class II-A-4 Certificates
will have a Notional Amount equal to the Certificate Principal
Balance of the Class II-A-3 Certificates as of such Distribution
Date. For federal income tax purposes, the Class II-A-4
Certificates will have a Notional Amount equal to the
Uncertificated Principal Balance of REMIC IV Regular Interest
II-A-3.
|
|
(6)
|
The Class II-X Certificates do not have a
Certificate Principal Balance. The Class II-X Certificates have an
Initial Notional Amount equal to $74,232.00 and for any subsequent
Distribution Date, The Class II-X Certificates will have a Notional
Amount equal to the aggregate Stated Principal Balance of the
Mortgage Loans in Subgroup II-2 that have Net Mortgage Rates
greater than 7.500% per annum. For federal income tax purposes, the
Class II-X Certificates will have a Notional Amount equal to the
Uncertificated Notional Amount of REMIC IV Regular Interest
II-X.
|
|
(7)
|
The Class II-X Certificates will have a
Pass-Through Rate equal to the weighted average of the excess of
(a) the Net Mortgage Rate on each Mortgage Loan in Subgroup II-2
with a Net Mortgage Rate greater than 7.500% per annum, over (b)
7.500% per annum. For federal income tax purposes, the Class II-X
Certificates will not have a Pass-Through Rate, but will be
entitled to receive 100% of the interest payable with respect to
REMIC IV Regular Interest II-X.
|
The Trust Fund shall be named, and
may be referred to as, the “Bear Stearns Asset Backed
Securities I Trust 2005-AC3.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates
Series 2005-AC3” (including for purposes of any endorsement
or assignment of a Mortgage Note or Mortgage).
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Seller, the Company and the
Trustee agree as follows:
Article I
DEFINITIONS
|
Section 1.01
|
Defined Terms
.
|
In addition to those terms defined
in Section 1.02, whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
Accepted Master Servicing
Practices : With respect
to any Mortgage Loan, those customary mortgage servicing practices
of prudent mortgage servicing institutions that master service
mortgage loans of the same type and quality as such Mortgage Loan
in the jurisdiction where the related Mortgaged Property is
located, to the extent applicable to the Trustee or the Master
Servicer (except in its capacity as successor to the Company or the
related Servicer).
Accepted Servicing
Practices : With respect
to each EMC Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all
applicable statutes, regulations and prudent mortgage banking
practices for similar mortgage loans.
Account : The Distribution Account, the Master Servicer
Collection Account, the Net WAC Reserve Fund and any Protected
Account.
Accrued Certificate
Interest : With respect
to any Group II Certificate (other than the Class II-PO, Class II-P
and Class II-R Certificates) for any Distribution Date, means an
amount equal to the interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the
Certificate Principal Balance or Notional Balance of such
Certificate immediately prior to such Distribution Date less (i) in
the case of a Group II Senior Certificate (other than the Class
II-PO Certificates and Class II-R Certificates), such
Certificate’s share of any Net Interest Shortfalls from the
related Mortgage Loans and, after the Cross-Over Date, the interest
portion of any Realized Losses on the related Mortgage Loans and
(ii) in the case of a Group II Subordinate Certificate, such
Certificate’s share of any Net Interest Shortfalls and the
interest portion of any Realized Losses on the related Mortgage
Loans. Such Net Interest Shortfalls will be allocated among the
Group II Certificates (other than the Class II-PO, Class II-P and
Class II-R Certificates) in proportion to the amount of Accrued
Certificate Interest that would have been allocated thereto in the
absence of such shortfalls. Accrued Certificate Interest with
respect to the Class II-A, Class II-X and Class II-B Certificates
will be based on a 360-day year that consists of twelve 30-day
months. No Accrued Certificate Interest will be payable with
respect to any Class of Group II Certificates after the
Distribution Date on which the outstanding Certificate Principal
Balance of such Certificate has been reduced to zero. The Class
II-PO, Class II-P and Class II-R Certificates are not entitled to
Accrued Certificate Interest.
Additional Master Servicing
Compensation : The
meaning specified in Section 4.14.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Company as provided in Section 6.01(a) hereof, by the related
Servicer in accordance with the related Servicing Agreement or by
the Master Servicer as provided in Section 6.01(b)
hereof.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Allocable Share
: With respect to any Class of Group
II Subordinate Certificates on any Distribution Date will generally
equal such Class’s pro rata share (based on the Certificate
Principal Balance of each Class entitled thereto) of the sum of
each of the components of the definition of Subordinate Optimal
Principal Amount; provided, that, except as described in the second
succeeding sentence, no Class of Group II Subordinate Certificates
(other than the Class of Group II Subordinate Certificates
outstanding 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 Class Prepayment Distribution
Trigger for the related Class is satisfied for such Distribution
Date. The “Class Prepayment Distribution Trigger” for a
Class of Group II Subordinate Certificates for any Distribution
Date is satisfied if the fraction (expressed as a percentage), the
numerator of which is the aggregate Certificate Principal Balance
of such Class and each Class subordinated thereto, if any, and the
denominator of which is the aggregate Stated Principal Balance of
all of the Mortgage Loans in Loan Group II as of the related Due
Date, equals or exceeds such percentage calculated as of the
Closing Date. If on any Distribution Date the Certificate Principal
Balance of any Class of Group II Subordinate Certificates for which
the related Class Prepayment Distribution Trigger was satisfied on
such Distribution Date is reduced to zero, any amounts
distributable to such Class pursuant to clauses (ii), (iii) and (v)
of the definitions of Subordinate Optimal Principal Amount, to the
extent of such Class’s remaining Allocable Share, shall be
distributed to the remaining Classes of Group II Subordinate
Certificates in reduction of their respective Certificate Principal
Balances, sequentially, in the order of their numerical class
designations. If the Class Prepayment Distribution Trigger is not
satisfied for any Class of Group II Subordinate Certificates on any
Distribution Date, this may have the effect of accelerating the
amortization of more senior Classes of Group II Subordinate
Certificates.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the Company’s
or the related Servicer’s Protected Account at the close of
business on the immediately preceding Determination Date on account
of (i) all Scheduled Payments or portions thereof received in
respect of the Mortgage Loans due after the related Due Period and
(ii) Principal Prepayments, Liquidation Proceeds and Insurance
Proceeds received in respect of such Mortgage Loans after the last
day of the related Prepayment Period.
Applied Realized Loss
Amount : With respect to
any Class of Group I Subordinate Certificates and as to any
Distribution Date, the Realized Losses with respect to the Mortgage
Loans in Loan Group I which have been applied in reduction of the
Certificate Principal Balance of that Class of Certificates
pursuant to Section 6.05 of this Agreement, which have not
previously been reimbursed.
Appraised Value
: With respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of
the Mortgaged Property based upon the appraisal made at the time of
such refinancing or, with respect to any other Mortgage Loan, the
lesser of (x) the appraised value of the Mortgaged Property based
upon the appraisal made by a fee appraiser at the time of the
origination of the related Mortgage Loan, and (y) the sales price
of the Mortgaged Property at the time of such
origination.
Assignment Agreement
: Shall mean any of the Wachovia
Assignment Agreement, the PHH Assignment Agreement, Greenpoint
Assignment Agreement or the GMACM Assignment Agreement.
Bankruptcy Code
: Title 11 of the United States
Code.
Bishop’s Gate
: Bishop’s Gate Residential
Mortgage Trust, and any successor thereto.
Book-Entry
Certificates : Any of the
Certificates that shall be registered in the name of the Depository
or its nominee, the ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account
with the Depository (directly, as a “Depository
Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 7.06). As of the Closing Date, each Class of Offered
Certificates constitutes a Class of Book-Entry
Certificates.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in The
City of New York, New York, Minneapolis, Minnesota, Columbia,
Maryland or the city in which the Corporate Trust Office of the
Trustee or the principal office of the Company or the Master
Servicer is located are authorized or obligated by law or executive
order to be closed.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Securities Administrator in
substantially the forms attached hereto as Exhibits A-1 through
A-8.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Book-Entry Certificates).
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : With respect to
any Class of Certificates (other than the Class I-A-2, Class
II-A-4, Class II-X and Class I-R Certificates) and any Distribution
Date, is the original Certificate Principal Balance of such Class,
less the sum of (i) all amounts in respect of principal distributed
to such Class on previous Distribution Dates and (ii) any Applied
Realized Loss Amounts allocated to such Class on previous
Distribution Dates; provided that, the Certificate Principal
Balance of any Class of Subordinate Certificates with the highest
payment priority to which Realized Losses have been allocated shall
be increased by the amount of any Subsequent Recoveries on the
related Mortgage Loans received by the Master Servicer, but not by
more than the amount of Realized Losses previously allocated to
reduce the Certificate Principal Balance of that Certificate and,
in the case of Loan Group I, not previously reimbursed to such
Certificate as an Applied Realized Loss Amount.
Certificate Register
: The register maintained pursuant
to Section 7.02 hereof.
Class : All Certificates bearing the same Class
designation as set forth in Section 7.01 hereof.
Class A Certificate
: Any of the Class I-A-1, Class
I-A-2, Class II-A-1, Class II-A-2, Class II-A-3 and Class II-A-4
Certificates.
Class B Certificates
: Any of the Class I-B-1, Class
I-B-2, Class I-B-3, Class I-B-4, Class II-B-1, Class II-B-2, Class
II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6
Certificates.
Class M Certificate
: Any of the Class I-M-1, Class
I-M-2 and Class I-M-3 Certificates.
Class P Certificate
: Any of the Class I-P Certificates
and Class II-P Certificates.
Class P Certificate
Account : Each account
established and maintained by the Securities Administrator pursuant
to Section 6.09 hereof.
Class R Certificate
: Any of the Class I-R-1, Class
I-R-2, Class II-R-1, Class II-R-2 and Class II-R-3
Certificates.
Class I-A
Certificates: Any of the
Class I-A-1 Certificates and Class I-A-2 Certificates.
Class I-A-1
Certificate : Any
Certificate designated as a “Class I-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-A-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-A-1 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, One-Month LIBOR plus 0.50% per annum,
with a maximum rate of 5.50% per annum and a minimum rate of 0.50%
per annum and (ii) for each Distribution Date thereafter, One-Month
LIBOR plus 1.00% per annum, with a maximum rate of 6.00% per annum
and a minimum rate of 1.00% per annum, in each case subject to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-A-2
Certificate : Any
Certificate designated as a “Class I-A-2 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-A-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-A-2 Pass-Through
Rate : Shall mean on any
Distribution Date, 5.00% per annum minus LIBOR, with a maximum rate
of 5.00% per annum and a minimum rate of 0.00% per annum, subject
to a cap equal to the related Interest Rate Cap for such
Distribution Date.
Class I-B Certificates
: Any of the Class I-B-1, Class
I-B-2, Class I-B-3 and Class I-B-4 Certificates.
Class I-B-1
Certificate : Any
Certificate designated as a “Class I-B-1 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-B-1 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 1.200% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 1.800% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-B-2
Certificate : Any
Certificate designated as a “Class I-B-2 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-B-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-B-2 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 1.350% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 2.025% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-B-3
Certificate : Any
Certificate designated as a “Class I-B-3 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-B-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-B-3 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 1.700% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 2.550% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-B-4
Certificate : Any
Certificate designated as a “Class I-B-4 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-B-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-B-4 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 3.000% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 4.500% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-C Certificate
: Any Certificate designated as a
“Class I-C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its
Percentage Interest of distributions provided for the Class I-C
Certificates herein and evidencing (i) a Regular Interest in REMIC
V and (ii) the obligation to pay the Net WAC Rate Carryover
Amount.
Class I-C Distribution
Amount : With respect to
any Distribution Date, the sum of (i) the related Monthly Interest
Distributable Amount for the Class I-C Certificates for such
Distribution Date, (ii) any Group I Overcollateralization Release
Amount for such Distribution Date and (iii) without duplication,
any Subsequent Recoveries for Loan Group I not distributed to the
Group I
Offered Certificates on such
Distribution Date; provided, however, that on and after the
Distribution Date on which the Certificate Principal Balance of the
Group I Offered Certificates has been reduced to zero, the Class
I-C Distribution Amount shall include the Group I
Overcollateralized Amount.
Class I-M Certificates
: Any of the Class I-M-1, Class
I-M-2 and Class I-M-3 Certificates.
Class I-M-1
Certificate : Any
Certificate designated as a “Class I-M-1 Certificate”
on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-M-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-M-1 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 0.450% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 0.675% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-M-2
Certificate : Any
Certificate designated as a “Class I-M-2 Certificate”
on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-M-2 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 0.650% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 0.975% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-M-3
Certificate : Any
Certificate designated as a “Class I-M-3 Certificate”
on the face thereof, in the form of Exhibit A-2 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class I-M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC V and (ii) the right to
receive the Net WAC Rate Carryover Amount.
Class I-M-3 Pass-Through
Rate : Shall mean (i) on
any Distribution Date which occurs on or prior to the Group I
Optional Termination Date, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 0.700% per annum and (ii) for each
Distribution Date thereafter, the lesser of (a) 9.00% per annum and
(b) One-Month LIBOR plus 1.050% per annum, in each case subject to
a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class I-P Certificate
: Any Certificate designated as a
“Class I-P Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its
Percentage Interest of distributions provided for the Class I-P
Certificates as set forth herein and evidencing a Regular Interest
in REMIC V.
Class I-R Certificates
: Any of the Class I-R-1
Certificates or Class I-R-2 Certificates.
Class I-R-1
Certificate : Any
Certificate designated as a “Class I-R-1 Certificate”
on the face thereof, in the form set forth in Exhibit A-6 hereto,
evidencing the Residual Interest in REMIC I and representing the
right to the Percentage Interest of distributions provided for the
Class I-R-1 Certificates as set forth herein.
Class I-R-2
Certificate : Any
Certificate designated a “Class I-R-2 Certificate” on
the face thereof, in the form set forth in Exhibit A-6 hereto,
evidencing the Residual Interest in REMIC II and representing the
right to the Percentage Interest of distributions provided for the
Class I-R-2 Certificates as set forth herein.
Class II-A Certificate
: Any of the Class II-A-1, Class
II-A-2, Class II-A-3 and Class II-A-4 Certificates.
Class II-A-1
Certificate : Any
Certificate designated as a “Class II-A-1 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-A-1 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-A-1 Pass-Through
Rate : Shall be equal to
5.25% per annum.
Class II-A-2
Certificate : Any
Certificate designated as a “Class II-A-2 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-A-2 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-A-2 Pass-Through
Rate : Shall be equal to
5.25% per annum.
Class II-A-3
Certificate : Any
Certificate designated as a “Class II-A-3 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-A-3 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-A-3 Pass-Through
Rate : Shall mean on any
Distribution Date, One-Month LIBOR plus 0.35% per annum, with a
maximum rate of 7.50% per annum and a minimum rate of 0.35% per
annum.
Class II-A-4
Certificate : Any
Certificate designated as a “Class II-A-4 Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-A-4 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-A-4 Pass-Through
Rate : Shall mean on any
Distribution Date, 7.15% per annum minus One-Month LIBOR with a
maximum rate of 7.15% per annum and a minimum rate of 0.00% per
annum.
Class II-B Certificate
: Any of the Class II-B-1, Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, and Class II-B-6
Certificates.
Class II-B Pass-Through
Rate : For any
Distribution Date, a variable Pass-Through Rate equal to the
weighted average of 5.250% and 7.500% per annum, weighted in
proportion to the results of subtracting from the aggregate Stated
Principal Balance of the Mortgage Loans in Subgroup II-1 and
Subgroup II-2 (other than than any principal balance attributable
to the Class II-PO Certificates), the Certificate Principal Balance
of the related Class or Classes of Senior Certificates (other than
the Class II-PO Certificates); provided that, for federal income
tax purposes, the equivalent of the foregoing expressed as the
weighted average of the Uncertificated REMIC IV Pass-Through Rates
of REMIC IV Regular Interest II-B-1, REMIC IV Regular Interest
II-B-2, REMIC IV Regular Interest II-B-3, REMIC IV Regular Interest
II-B-4, REMIC IV Regular Interest II-B-5, REMIC IV Regular Interest
II-B-6, weighted on the basis of their respective Uncertificated
Principal Balances.
Class II-B-1
Certificate : Any
Certificate designated as a “Class II-B-1 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-1 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-B-2
Certificate : Any
Certificate designated as a “Class II-B-2 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-2 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-B-3
Certificate : Any
Certificate designated as a “Class II-B-3 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-3 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-B-4
Certificate : Any
Certificate designated as a “Class II-B-4 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-4 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-B-5
Certificate : Any
Certificate designated as a “Class II-B-5 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-5 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-B-6
Certificate : Any
Certificate designated as a “Class II-B-6 Certificate”
on the face thereof, in the form of Exhibit A-3 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-B-6 Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-P Certificate
: Any Certificate designated as a
“Class II-P Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its
Percentage Interest of distributions provided for the Class II-P
Certificates as set forth herein and evidencing a Regular Interest
in REMIC V.
Class II-PO
Certificate : Any
Certificate designated as a “Class II-PO Certificate”
on the face thereof, in the form of Exhibit A-1 hereto,
representing the right to the Percentage Interest of distributions
provided for the Class II-PO Certificates as set forth herein and
evidencing a Regular Interest in REMIC V.
Class II-PO Certificate Cash
Shortfall : For any
Distribution Date, the difference between (i) principal
distributable to the Class II-PO Certificates in accordance with
priority fourth of clause (2) under Section 6.04(b), and
(ii) principal actually distributed to the Class II-PO Certificates
after giving effect to Section
6.04(d).
Class II-PO Certificate Deferred
Amount : As to each
Distribution Date through the Cross-Over Date, the aggregate of all
amounts allocable on such dates to the Class II-PO Certificates in
respect of the principal portion of Realized Losses in respect of
Discount Mortgage Loans in Subgroup II-1 and the Class II-PO
Certificate Cash Shortfall and all amounts previously allocated in
respect of such losses and such shortfalls to the Class II-PO
Certificates, and not distributed on prior Distribution
Dates.
Class II-PO Certificate Principal
Distribution Amount : The
Class II-PO Certificates shall be entitled to distributions from
Subgroup II-1. For each Class of Class II-PO Certificates with
respect to each Distribution Date will be an amount equal to the
sum of:
(i) the
PO Percentage of all scheduled payments of principal due on each
Discount Mortgage Loan in Subgroup II-1 on the related Due Date as
specified in the amortization schedule at the time applicable
thereto (after adjustment for previous principal prepayments but
before any adjustment to such amortization schedule by reason of
any bankruptcy or similar proceeding or any moratorium or similar
waiver or grace period);
(ii) the
PO Percentage of the Stated Principal Balance of each Discount
Mortgage Loan in Subgroup II-1 which was the subject of a
prepayment in full received by the Master Servicer during the
applicable Prepayment Period;
(iii) the
PO Percentage of all partial prepayments of principal of each
Discount Mortgage Loan in the Subgroup II-1 received during the
applicable Prepayment Period;
(iv) the
lesser of (a) the PO Percentage of the sum of (A) all Net
Liquidation Proceeds and Subsequent Recoveries allocable to
principal on each Discount Mortgage Loan in Subgroup II-1 which
became a Liquidated Mortgage Loan during the related Prepayment
Period (other than a Discount Mortgage Loan described in clause
(B)) and (B) the Stated Principal Balance of each such Discount
Mortgage Loan in Subgroup II-1 purchased by an insurer from the
Trustee during the related Prepayment Period pursuant to the
related Primary Mortgage Insurance Policy, if any, or otherwise;
and (b) the PO Percentage of the sum of (A) the Stated Principal
Balance of each Discount Mortgage Loan in Subgroup II-1 which
became a Liquidated Mortgage Loan during the related Prepayment
Period (other than a Discount Mortgage Loan described in clause
(B)) and (B) the Stated Principal Balance of each such Discount
Mortgage Loan in Subgroup II-1 that was purchased by an insurer
from the Trustee during the related Prepayment Period pursuant to
the related Primary Mortgage Insurance Policy, if any, or
otherwise; and
(v) the
PO Percentage of the sum of (a) the Stated Principal Balance of
each Discount Mortgage Loan in Subgroup II-1 which was repurchased
by the Seller in connection with such Distribution Date and (b) the
difference, if any, between the Stated Principal Balance of a
Discount Mortgage Loan in Subgroup II-1 that has been replaced by
the Seller with a substitute Discount Mortgage Loan pursuant to the
Agreement in connection with such Distribution Date and the Stated
Principal Balance of such substitute Discount Mortgage
Loan.
Class II-R
Certificates : The Class
II-R-1, Class II-R-2 and Class II-R-3 Certificates.
Class II-R Deposit
: An amount equal to $150, which
shall be included as part of the Group II Available Funds and
distributed as principal to the Class II-R Certificates on the
first Distribution Date.
Class II-R-1
Certificate : Any
Certificate designated a “Class II-R-1 Certificate” on
the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Residual Interest in REMIC III and
representing the right to the Percentage Interest of distributions
provided for the Class II-R-1 Certificates as set forth
herein.
Class II-R-2
Certificate : Any
Certificate designated a “Class II-R-2 Certificate” on
the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Residual Interest in REMIC IV and
representing the right to the Percentage Interest of distributions
provided for the Class II-R-2 Certificates as set forth
herein.
Class II-R-3
Certificate : Any
Certificate designated a “Class II-R-3 Certificate” on
the face thereof, in substantially the form set forth in Exhibit
A-6 hereto, evidencing the Residual Interest in REMIC V and
representing the right to the Percentage Interest of distributions
provided for the Class II-R-3 Certificates as set forth
herein.
Class II-X Certificate
: Any Certificate designated as a
“Class II-X Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to its
Percentage Interest of distributions provided for the Class II-X
Certificates as set forth herein and evidencing a Regular Interest
in REMIC V.
Class II-X Pass-Through
Rate : With respect to
the Class II-X Certificates, the weighted average of the excess of
(a) the Net Mortgage Rate on each Mortgage Loan in Subgroup II-2
with a Net Mortgage Rate greater than 7.500% per annum, over (b)
7.500% per annum. For federal income tax purposes, the Class II-X
Certificates will not have a Pass-Through Rate, but will be
entitled to receive 100% of the interest payable with respect to
REMIC IV Regular Interest II-X.
Closing Date
: May 31, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Company : EMC.
Compensating Interest
: An amount, not to exceed the
Servicing Fee, to be deposited in the Master Servicer Collection
Account by the Company or the related Servicer to the payment of a
Prepayment Interest Shortfall on a Mortgage Loan subject to this
Agreement; provided that in the event the Company or the related
Servicer fails to make such payment, the Master Servicer shall be
obligated to do so to the extent provided in Section 6.02(c)
hereof.
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, which office
at the date of the execution of this Agreement is located at US
Bank Corporate Trust Services, One Federal Street, 3rd Floor,
Boston, Massachusetts 02110, Attention: Corporate Trust
Services/BSABS I 2005-AC3, or at such other address as the Trustee
may designate from time to time.
Corresponding
Certificate : With
respect to each REMIC II Regular Interest or each REMIC IV Regular
Interest (other than REMIC IV Regular Interest II-R-3), as
applicable, the Certificate with the corresponding
designation.
Corresponding Interest
: With respect to each REMIC I
Regular Interest, the REMIC II Regular Interest with the
corresponding designation.
Cross-Over Date
: The first Distribution Date on
which the aggregate Certificate Principal Balance of the related
Subordinate Certificates has been reduced to zero (giving effect to
all related distributions on such Distribution Date).
Custodial Agreement
: An agreement, dated as of May 31,
2005, among the Depositor, the Seller, the Trustee and the
Custodian in substantially the form of Exhibit J hereto.
Custodian : Wells Fargo Bank, National Association, or any
successor custodian appointed pursuant to the provisions hereof and
the Custodial Agreement.
Cut-off Date
: The close of business on May 1,
2005.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the unpaid principal balance thereof as of the close
of business on the Cut-off Date after application of all Principal
Prepayments received prior to the Cut-off Date and scheduled
payments of principal due on or before the Cut-off Date, whether or
not received, but without giving effect to any installments of
principal received in respect of Due Dates after the Cut-off
Date.
Debt Service Reduction
: With respect to any Mortgage Loan,
a reduction by a court of competent jurisdiction in a proceeding
under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a
reduction resulting from a Deficient Valuation or any other
reduction that results in a permanent forgiveness of
principal.
Deficient Valuation
: With respect to any Mortgage Loan,
a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness
under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that
results in a permanent forgiveness of principal,
which valuation or reduction results
from an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates : As defined
in Section 7.06.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
Delinquent
: A Mortgage Loan is
“delinquent” if any payment due thereon is not made
pursuant to the terms of such Mortgage Loan by the close of
business on the day such payment is scheduled to be due. A Mortgage
Loan is “30 days delinquent” if such payment has not
been received by the close of business on the corresponding day of
the month immediately succeeding the month in which such payment
was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on
the 31st day of such month), then on the last day of such
immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so
on.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Principal Balance or initial notional amount of this
Certificate”.
Depositor : Bear Stearns Asset Backed Securities I LLC, a
Delaware limited liability company, or its successor in
interest.
Depository
: The initial Depository shall be
The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended. The Depository shall
initially be the registered Holder of the Book-Entry Certificates.
The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform
Commercial Code of the State of New York.
Depository Agreement
: With respect to the Class of
Book-Entry Certificates, the agreement among the Depositor, the
Trustee and the initial Depository, dated as of the Closing Date,
substantially in the form of Exhibit H.
Depository Participant
: A broker, dealer, bank or other
financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities
deposited with the Depository.
Determination Date
: With respect to any Distribution
Date, the 15th day of the month of such Distribution Date or, if
such 15th day is not a Business Day, the immediately preceding
Business Day.
Discount Mortgage Loan
: With respect to Subgroup II-1, any
Mortgage Loan with a Net Mortgage Rate less than 5.250% per
annum.
Distribution Account
: The separate Eligible Account
created and maintained by the Securities Administrator pursuant to
Section 5.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “U.S. Bank National
Association, in trust for registered Holders of Bear Stearns Asset
Backed Securities I LLC, Asset-Backed Certificates, Series
2005-
AC3” shall be held in trust
for the Certificateholders for the uses and purposes set forth in
this Agreement.
Distribution Account Deposit
Date : As to any
Distribution Date, on or before 3:00 p.m. Eastern time on the
Business Day immediately preceding such Distribution
Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in June 2005.
Due Date : As to any Mortgage Loan, the date in each
month on which the related Scheduled Payment is due, as set forth
in the related Mortgage Note.
Due Period
: With respect to any Distribution
Date, the period from the second day of the calendar month
preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in
which such Distribution Date occurs.
Eligible Account
: Any of (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company, the long-term unsecured debt obligations and
short-term unsecured debt obligations of which (or, in the case of
a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such
holding company, so long as Moody’s is not a Rating Agency)
are rated by each Rating Agency in one of its two highest long-term
and its highest short-term rating categories respectively, at the
time any amounts are held on deposit therein, or (ii) an account or
accounts in a depository institution or trust company in which such
accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise
secured such that, as evidenced by an Opinion of Counsel delivered
to the Trustee and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a
perfected first priority security interest against any collateral
(which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or
creditors of the depository institution or trust company in which
such account is maintained, or (iii) a trust account or accounts
maintained with the corporate trust department of a federal or
state chartered depository institution or trust company having
capital and surplus of not less than $50,000,000, acting in its
fiduciary capacity or (iv) any other account acceptable to the
Rating Agencies. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
EMC : EMC Mortgage Corporation, a Delaware
corporation.
EMC Mortgage Loans
: Those Mortgage Loans serviced by
the Company pursuant to the terms of this Agreement.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA Restricted
Certificates : Any of the
Class II-B-4, Class II-B-5, Class II-B-6, Class I-C, Class P and
Residual Certificates.
Event of Default
: As defined in Section 9.01
hereof.
Excess Liquidation
Proceeds : To the extent
not required by law to be paid to the related Mortgagor, the
excess, if any, of any Liquidation Proceeds with respect to a
Mortgage Loan over the Stated Principal Balance of such Mortgage
Loan and accrued and unpaid interest at the related Mortgage Rate
through the last day of the month in which the Mortgage Loan has
been liquidated.
Excess Spread
: With respect to any Distribution
Date and Loan Group I, the excess, if any, of (i) the Interest
Funds for such Loan Group for such Distribution Date over (ii) the
related Monthly Interest Distributable Amounts payable to the Group
I Offered Certificates on such Distribution Date.
Exemption : Prohibited Transaction Exemption 90-30, as
amended from time to time.
Fannie Mae
: Fannie Mae (formerly, Federal
National Mortgage Association), or any successor
thereto.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
Final Recovery
Determination : With
respect to any defaulted Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property purchased by the Seller or the
Class I-C Certificateholder pursuant to or as contemplated by
Section 2.03(c) or Section 11.01), a determination made by the
Company pursuant to this Agreement or the applicable Servicer
pursuant to the related Servicing Agreement that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries
which the Company or such Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master Servicer shall maintain records,
based solely on information provided by each Servicer, of each
Final Recovery Determination made thereby.
Fiscal Quarter
: December 1 to February 29 (or the
last day in such month), March 1 to May 31, June 1 to August 31, or
September to November 30, as applicable.
Freddie Mac
: Freddie Mac (formerly The Federal
Home Loan Mortgage Corporation), or any successor
thereto.
GMACM : GMAC Mortgage Corporation, and any successor
thereto.
GMACM Assignment
Agreement : The
Assignment, Assumption and Recognition Agreement, dated as of May
31, 2005, by and among the Seller, GMACM and the Trustee evidencing
the assignment of the GMACM Servicing Agreement to the
Trust.
GMACM Loans
: Those Mortgage Loans subject to
this Agreement which were purchased by the Seller from GMACM
pursuant to the GMACM Servicing Agreement.
GMACM Servicing
Agreement : Shall mean
the Servicing Agreement, dated as of May 1, 2001, as amended by
Amendment No. 1, dated as of October 1, 2001 and Amendment No. 2,
dated as of July 31, 2002, by and among the Seller and GMACM, as
modified by the GMACM Assignment Agreement.
GreenPoint
: GreenPoint Mortgage Funding, Inc.,
and any successor thereto.
GreenPoint Assignment
Agreement : The
Assignment, Assumption and Recognition Agreement, dated as of May
31, 2005, by and among the Seller, GreenPoint and the Trustee
evidencing the assignment of the GreenPoint Servicing Agreement to
the Trust.
GreenPoint Loans
: Those Mortgage Loans subject to
this Agreement which were purchased by the Seller from GreenPoint
pursuant to the GreenPoint Servicing Agreement.
GreenPoint Servicing
Agreement : The Purchase,
Warranties and Servicing Agreement, dated as of September 1, 2003,
by and between the Seller and GreenPoint, as modified by the
GreenPoint Assignment Agreement.
Group I 20% Clean-up Call
Date : With respect to
Loan Group I, the first Distribution Date upon which the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I as
of the end of the related Due Period is less than or equal to 20%
of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans in Loan Group I.
Group I Available
Funds : The sum of
Interest Funds and Principal Funds with respect to the Mortgage
Loans in Loan Group I.
Group I Basic Principal
Distribution Amount :
Shall mean, with respect to any Distribution Date and Group I
Certificates, the lesser of (a) the excess of (i) the Group I
Available Funds for such Distribution Date over (ii) the aggregate
Monthly Interest Distributable Amount for the Group I Certificates
(other than the Class I-P, Class I-C, Class I-R-1 and Class I-R-2
Certificates) for such Distribution Date and (b) the excess of (i)
the related Principal Remittance Amount for such Distribution Date
over (ii) the Group I Overcollateralization Release Amount, if any,
for such Distribution Date.
Group I Certificates
: Any of the Class I-A, Class I-M,
Class I-B, Class I-C, Class I-P and Class I-R
Certificates.
Group I Extra Principal
Distribution Amount :
With respect to any Distribution Date and Loan Group I (a) on or
prior to the earlier of (1) the Group I 20% Clean-Up Call Date and
(2) the Distribution Date in May 2015, the lesser of (x) the Excess
Spread for Loan Group I for such Distribution Date and (y) the
Group I Overcollateralization Increase Amount for such Distribution
Date; and (b) thereafter, the Excess Spread for Loan Group I for
such Distribution Date.
Group I Non-Offered
Certificate : Any of the
Class I-R-1, Class I-R-2, Class I-P and Class I-C
Certificates.
Group I Offered
Certificate : Any of the
Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-M-3,
Class I-B-1, Class I-B-2, Class I-B-3 and Class I-B-4
Certificates.
Group I Optional
Termination : The
termination of the Group I Sub-Trust created hereunder as a result
of the purchase of all of the assets related to Loan Group I and
any related REO Property pursuant to the last sentence of Section
11.01 hereof.
Group I Optional Termination
Date : The first
Distribution Date on which the Group I Sub-Trust may be terminated
at the option of the Majority Class I-C Certificateholder as
described under Section 11.01.
Group I Overcollateralization
Increase Amount : As of
any Distribution Date, the lesser of (a) the excess, if any, of (i)
the Group I Overcollateralization Target Amount over (ii) the Group
I Overcollateralized Amount on such Distribution Date (after taking
into account payments to the Group I Offered Certificates of the
Group I Basic Principal Distribution Amount on such Distribution
Date) and (b) the related Excess Spread for such Distribution
Date.
Group I Overcollateralization
Release Amount : With
respect to any Distribution Date, the lesser of (x) the related
Principal Remittance Amount for such Distribution Date and (y) the
excess, if any, of (i) the Group I Overcollateralized Amount for
such Distribution Date (assuming that 100% of the related Principal
Remittance Amount is applied as a principal payment on such
Distribution Date) over (ii) the Group I Overcollateralization
Target Amount for such Distribution Date (with the amount pursuant
to clause (y) deemed to be $0 if the Group I Overcollateralized
Amount is less than or equal to the Group I Overcollateralization
Target Amount on that Distribution Date).
Group I Overcollateralization
Target Amount : With
respect to any Distribution Date, approximately
$2,017,245.
Group I Overcollateralized
Amount : With respect to
any Distribution Date, is the excess, if any, of (a) the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group I as
of the last day of the related Due Period over (b) the aggregate
Certificate Principal Balance of the Group I Offered Certificates
on such Distribution Date (after taking into account the payment of
principal other than any Group I Extra Principal Distribution
Amount on such Certificates).
Group I Senior
Certificates : The Class
I-A-1 Certificates and the Class I-A-2 Certificates.
Group I Subordinate
Certificates : Any of the
Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class I-B-2,
Class I-B-3 and Class I-B-4 Certificates.
Group I Sub-Trust
: The portion of the Trust Fund
allocated to Loan Group I.
Group II Available
Funds : The sum of
Interest Funds and Principal Funds with respect to the Mortgage
Loans in Loan Group II, and with respect to the first Distribution
Date, the Class II-R Deposit which shall be allocable to Subgroup
II-1.
Group II Certificates
: Any of the Class II-A, Class II-X,
Class II-PO, Class II-B, Class II-P or Class II-R
Certificates.
Group II Non-Offered
Certificate : Any of the
Class II-B-4, Class II-B-5, Class II-B-6 and Class II-P
Certificates.
Group II Offered
Certificates : Any of the
Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class
II-PO, Class II-X, Class II-R-1, Class II-R-2, Class II-R-3, Class
II-B-1, Class II-B-2 and Class II-B-3 Certificates.
Group II Optional
Termination : The
termination of the Group II Sub-Trust created hereunder as a result
of the purchase of all Loan Group II and any related REO Property
pursuant to the last sentence of Section 11.01 hereof.
Group II Optional Termination
Date : With respect to
Loan Group II, the first Distribution Date upon which the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group II as
of the end of the related Due Period is less than or equal to 10%
of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans in Loan Group II.
Group II Senior
Certificates : The Class
II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-PO and
Class II-R Certificates.
Group II Subordinate
Certificates : Any of the
Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class
II-B-5 and Class II-B-6 Certificates.
Group II Sub-Trust
: The portion of the Trust Fund
allocated to Loan Group II.
Indemnified Persons
: The Trustee, the Master Servicer,
the Company, the Trust Fund and the Securities Administrator and
their officers, directors, agents and employees and, with respect
to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
Initial Certificate Principal
Balance : With respect to
any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing
Date.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any insurance policy or LPMI Policy,
including all riders and endorsements thereto in effect with
respect to such Mortgage Loan, including any replacement policy or
policies for any Insurance Policies.
Insurance Proceeds
: Proceeds paid in respect of the
Mortgage Loans pursuant to any Insurance Policy or any other
insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the
Company, the related Servicer or the trustee under the deed of
trust and are not applied to the restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with
the procedures that the Company or the related Servicer would
follow in servicing mortgage loans held for its own account, in
each case other than any amount included in such Insurance Proceeds
in respect of Insured Expenses.
Insured Expenses
: Expenses covered by an Insurance
Policy or any other insurance policy with respect to the Mortgage
Loans.
Interest Accrual
Period : For any
Distribution Date and the Class II-A-1, Class II-A-2, Class II-B
and Class I-C Certificates, the calendar month immediately
preceding the calendar month in which such Distribution Date
occurs. For any Distribution Date and the Class I-A, Class II-A-3,
Class II-A-4, Class II-X, Class I-M and Class I-B Certificates, the
period from and including the 25 th day of the calendar
month preceding the month in which such Distribution Date occurs
(or, with respect to the first Interest Accrual Period for the
Class II-X, Class I-M and Class I-B Certificates, the Closing Date)
to and including the 24 th day of the calendar month
in
which such Distribution Date occurs.
The Class R, Class P and Class II-PO Certificates are not entitled
to distributions of interest and do not have an Interest Accrual
Period.
Interest Determination
Date : Shall mean the
second LIBOR Business Day preceding the commencement of each
Interest Accrual Period.
Interest Funds
: For any Distribution Date and each
Loan Group, (i) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the related
Mortgage Loans less the Servicing Fee and the LPMI Fee, if any, (b)
all Advances relating to interest with respect to the related
Mortgage Loans made on or prior to the related Distribution Account
Deposit Date, (c) all Compensating Interest with respect to the
related Mortgage Loans required to be remitted by the Company or
the Master Servicer pursuant to this Agreement or the related
Servicer pursuant to the related Servicing Agreement with respect
to such Distribution Date, (d) Liquidation Proceeds and Subsequent
Recoveries with respect to the related Mortgage Loans collected
during the related Prepayment Period (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to interest),
(e) all amounts relating to interest with respect to each Mortgage
Loan in the related Loan Group repurchased by the Seller pursuant
to Sections 2.02 and 2.03 and by EMC pursuant to Section 4.20 and
(f) all amounts in respect of interest in respect of the related
Loan Group paid by the Master Servicer pursuant to Section 11.01,
in each case to the extent remitted by the Company or the related
Servicer, as applicable, to the Distribution Account pursuant to
this Agreement or the related Servicing Agreement minus (ii) all
amounts relating to interest in respect of the related Loan Group
required to be reimbursed pursuant to Sections 5.02, 5.05, 5.07 and
5.09 or as otherwise set forth in this Agreement.
Interest Only
Certificates : The Class
I-A-2, Class II-A-4 and Class II-X Certificates
Interest Rate Cap
: With respect to the Class I-A-1
Certificates, the weighted average of the Net Mortgage Rates of all
of the Mortgage Loans in Loan Group I. With respect to the Class
I-A-2 Certificates, shall mean the excess of (a) the lesser of (i)
the weighted average of the Net Mortgage Rates of all of the
Mortgage Loans in Loan Group I and (ii) 5.50% per annum, or 6.00%
per annum after the Group I Optional Termination Date, over (b)
One-Month LIBOR plus 0.50% per annum.With respect to the Class I-M
Certificates and Class I-B Certificates, the weighted average of
the Net Mortgage Rates of all of the Mortgage Loans in Loan Group
I, adjusted for the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the
Interest Rate Cap shall equal (i) with respect to each of the Class
I-A-1, Class I-M and Class I-B Certificates, a rate equivalent to
the foregoing for each such Certificate, expressed as the weighted
average of the Uncertificated REMIC II Pass-Through Rates on the
REMIC II Regular Interests (other than REMIC II Regular Interest
I-P), and (ii) with respect to the Class I-A-2 Certificates, a rate
equivalent to the foregoing for such Certificates, calculated using
the weighted average of the Uncertificated REMIC II Pass-Through
Rates on the REMIC II Regular Interests (other than REMIC II
Regular Interest I-P) in place of the weighted average of the Net
Mortgage Rates of the Mortgage Loans in Loan Group I.
Interest Shortfall
: With respect to any Distribution
Date, the aggregate shortfall, if any, in collections of interest
(adjusted to the related Net Mortgage Rates) on the related
Mortgage Loans resulting from (a) Principal Prepayments with
respect to the related Loan Group in full received during the
related Prepayment Period, (b) the partial Principal Prepayments
with respect to the related Loan Group received during the related
Prepayment Period to the extent applied
prior to the Due Date in the month
of the Distribution Date and (c) interest payments on the related
Loan Group being limited pursuant to the provisions of the Relief
Act or similar state laws.
Last Scheduled Distribution
Date : With respect to
the Group I Offered Certificates, July 25, 2035, and with respect
to the Group II Offered Certificates, June 25, 2020.
Latest Possible Maturity
Date : With respect to
the Group I Offered Certificates, the Distribution Date following
the final scheduled maturity date of the Mortgage Loan in the
portion of the Trust Fund consisting of Loan Group I having the
latest scheduled maturity date as of the Cut-off Date, and with
respect to the Group II Certificates, the Distribution Date
following the final scheduled maturity date of the Mortgage Loan in
the portion of the Trust Fund consisting of Loan Group II having
the latest scheduled maturity date as of the Cut-off Date. For
purposes of the Treasury regulations under Sections 860A through
860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC
V shall be the Latest Possible Maturity Date applicable to the
Certificates for the related portion of the Trust Fund.
Lender-Paid PMI Rate
: With respect to any Mortgage Loan
covered by an LPMI Policy, the premium to be paid by the applicable
Servicer out of interest collections on the related Mortgage
Loan.
LIBOR Business Day
: Shall mean a day on which banks
are open for dealing in foreign currency and exchange in London and
New York City.
LIBOR Certificates
: Any of the Class I-A, Class
II-A-3, Class II-A-4, Class I-M and Class I-B
Certificates.
Liquidated Loan
: With respect to any Distribution
Date, a defaulted Mortgage Loan that has been liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the
real property subject to the related Mortgage and any security
agreements and as to which the Company or the related Servicer has
made a Final Recovery Determination with respect
thereto.
Liquidation Proceeds
: Amounts, other than Insurance
Proceeds, received in connection with the partial or complete
liquidation of a Mortgage Loan, whether through trustee’s
sale, foreclosure sale or otherwise, or in connection with any
condemnation or partial release of a Mortgaged Property and any
other proceeds received with respect to an REO Property, less the
sum of related unreimbursed Advances, Servicing Fees and Servicing
Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court
and reasonable attorneys fees.
Loan Group
: Any of Loan Group I or Loan Group
II.
Loan Group I
: The Mortgage Loans included as
part of Loan Group I on the Mortgage Loan Schedule.
Loan Group II
: The Mortgage Loans included as
part of Loan Group II on the Mortgage Loan Schedule.
Loan-to-Value Ratio
: The fraction, expressed as a
percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and the denominator of which
is the Appraised Value of the related Mortgaged
Property.
Loss Allocation
Limitation : The meaning
specified in Section 6.05(c) hereof.
LPMI Fee : Shall mean the fee payable to the insurer for
each Mortgage Loan subject to an LPMI Policy as set forth in such
LPMI Policy.
LPMI Policy
: A policy of mortgage guaranty
insurance issued by an insurer meeting the requirements of Fannie
Mae and Freddie Mac in which the Company or the related Servicer of
the related Mortgage Loan is responsible for the payment of the
LPMI Fee thereunder from collections on the related Mortgage
Loan.
Majority Class I-C
Certificateholder : Shall
mean the Holder of a 50.01% or greater Percentage Interest in the
Class I-C Certificates.
Master Servicer
: Wells Fargo Bank, National
Association, in its capacity as master servicer, and its successors
and assigns.
Master Servicer
Certification : A written
certification covering servicing of the Mortgage Loans by the
Company and all Servicers and signed by an officer of the Master
Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as
amended from time to time, and (ii) the February 21, 2003 Statement
by the Staff of the Division of Corporation Finance of the
Securities and Exchange Commission Regarding Compliance by
Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as
in effect from time to time; provided that if, after the Closing
Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the
Statement referred to in clause (ii) is modified or superceded by
any subsequent statement, rule or regulation of the Securities and
Exchange Commission or any statement of a division thereof, or (c)
any future releases, rules and regulations are published by the
Securities and Exchange Commission from time to time pursuant to
the Sarbanes-Oxley Act of 2002, which in any such case affects the
form or substance of the required certification and results in the
required certification being, in the reasonable judgment of the
Master Servicer, materially more onerous than the form of the
required certification as of the Closing Date, the Master Servicer
Certification shall be as agreed to by the Master Servicer, the
Depositor and the Seller following a negotiation in good faith to
determine how to comply with any such new requirements.
Master Servicer Collection
Account : The trust
accounts or accounts created and maintained pursuant to Section
5.06 hereof, which shall be entitled “U.S. Bank National
Association, as Trustee f/b/o Holders of Bear Stearns Asset Backed
Securities I LLC, Asset Backed Certificates, Series 2005-AC3 -
Master Servicer Collection Account”.
Master Servicing
Compensation : The
meaning specified in Section 4.14.
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 Mortgages electronically maintained by MERS.
MIN : The Mortgage Identification Number for
Mortgage Loans registered with MERS on the MERS®
System.
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 Interest Distributable
Amount : With respect to
the Group I Certificates (other than the Class I-P Certificates and
Class I-R Certificates) for any Distribution Date, means an amount
equal to the interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the Certificate
Principal Balance (or Notional Amount) of such Certificate
immediately prior to such Distribution Date less such
Certificate’s share of any Unpaid Interest Shortfall and the
interest portion of any Realized Losses on the related Mortgage
Loans allocated to such Certificate pursuant to Section 1.02. The
Monthly Interest Distributable Amount with respect to the Class I-A
Certificates and Class I-C Certificates is calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Monthly
Interest Distributable Amount with respect to the Class I-M
Certificates and Class I-B Certificates is calculated on the basis
of a 360-day year and the actual number of days elapsed during the
related Interest Accrual Period. No Monthly Interest Distributable
Amount will be payable with respect to any Class of Certificates
after the Distribution Date on which the outstanding Certificate
Principal Balance (or Notional Amount) of such Certificate has been
reduced to zero.
Monthly Statement
: The statement delivered to the
Certificateholders pursuant to Section 6.06.
Moody’s
: Moody’s Investors Service,
Inc.
Mortgage : The mortgage, deed of trust or other
instrument creating a first lien on or first priority ownership
interest in an estate in fee simple in real property securing a
Mortgage Note.
Mortgage File
: The mortgage documents listed in
Section 2.01 hereof pertaining to a particular Mortgage Loan and
any additional documents delivered to the Trustee to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loans
: Such of the Mortgage Loans
transferred and assigned to the Trustee pursuant to the provisions
hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property. Any mortgage loan that was intended by the parties hereto
to be transferred to the Trust Fund as indicated by such Mortgage
Loan Schedule which is in fact not so transferred for any reason
including, without limitation, a breach of the representation
contained in Section
2.03(b)(v) hereof, shall continue to
be a Mortgage Loan hereunder until the Purchase Price with respect
thereto has been paid to the Trust Fund.
Mortgage Loan Purchase
Agreement : Shall mean
the Mortgage Loan Purchase Agreement, dated as of May 31, 2005,
between the Seller, as seller and the Depositor, as
purchaser.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 11.01, to be paid in connection
with the repurchase of the Mortgage Loans pursuant to Section
11.01.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Company or the Master Servicer to
reflect the deletion of Deleted Mortgage Loans and the addition of
Replacement Mortgage Loans pursuant to the provisions of this
Agreement) transferred to the Trustee as part of the Trust Fund and
from time to time subject to this Agreement, the initial Mortgage
Loan Schedule being attached hereto as Exhibit B, setting forth the
following information with respect to each Mortgage
Loan:
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(i)
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the loan number;
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(ii)
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the Loan Group;
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(iii)
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the Mortgage Rate in effect as of
the Cut-off Date;
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(iv)
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the Servicer (or the Company, if it
services the Mortgage Loan), the Servicing Fee Rate;
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(v)
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the LPMI Fee, if
applicable;
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(vi)
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the Net Mortgage Rate in effect as
of the Cut-off Date;
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(vii)
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the maturity date;
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(viii)
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the original principal
balance;
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(ix)
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the Cut-off Date Principal
Balance;
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(x)
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the original term;
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(xi)
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the remaining term;
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(xii)
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the property type; and
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(xiii)
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the MIN with respect to each
Mortgage Loan.
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Such schedule shall also set forth
the aggregate Cut-off Date Principal Balance for all of the
Mortgage Loans in each Loan Group.
Mortgage Note
: The original executed note or
other evidence of indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate
: The annual rate of interest borne
by a Mortgage Note.
Mortgaged Property
: The underlying property securing a
Mortgage Loan.
Mortgagor : The obligors on a Mortgage Note.
Net Monthly Excess
Cashflow : With respect
to any Distribution Date and Loan Group I, the sum of (a) any Group
I Overcollateralization Release Amount for such Distribution Date
and (b) the Remaining Excess Spread for Loan Group I for such
Distribution Date.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the related Mortgage Rate
less the sum of (i) the Servicing Fee Rate and (ii) the rate at
which the LPMI Fee is calculated, if any.
Net WAC Rate Carryover
Amount : With respect to
each Class of Group I Offered Certificates and any Distribution
Date, an amount equal to the sum of (i) the excess, if any, of (x)
the amount of interest such Class would have been entitled to
receive on such Distribution Date if the Pass-Through Rate
applicable to such Class would not have been reduced by the related
Interest Rate Cap on such Distribution Date (not to exceed 5.50%
per annum, in the case of the Class I-A-1 Certificates, not to
exceed 5.00% per annum, in the case of the Class I-A-2 Certificates
and not to exceed 9.00% per annum, in the case of the Class I-M
Certificates and Class I-B Certificates) over (y) the amount of
interest paid on such Distribution Date if the Pass-Through Rate is
limited by the related Interest Rate Cap plus (ii) the related Net
WAC Rate Carryover Amount for the previous Distribution Date not
previously distributed together with interest thereon at a rate
equal to the Pass-Through Rate for such Class for the most recently
ended Interest Accrual Period.
Net WAC Reserve Fund
: Shall mean the separate trust
account created and maintained by the Securities Administrator
pursuant to Section 6.08 hereof.
Non-Book-Entry
Certificate : Any
Certificate other than a Book-Entry Certificate.
Non-Discount Mortgage
Loan : With respect to
Loan Group II, any Mortgage Loan with a Net Mortgage Rate greater
than or equal to 5.250% per annum.
Non-PO Percentage
: With respect to any Mortgage Loan
in Loan Group II with a Net Mortgage Rate less than 5.250% per
annum, a fraction, expressed as a percentage, (x) the numerator of
which is equal to the related Net Mortgage Rate, and (y) the
denominator of which is equal to 5.250% per annum. With respect to
any other Mortgage Loan in Loan Group II, 100%.
Nonrecoverable Advance
: Any portion of an Advance
previously made or proposed to be made by the Company or the Master
Servicer pursuant to this Agreement or the related Servicer
pursuant to the related Servicing Agreement, that, in the good
faith judgment of the Company, the Master Servicer or the related
Servicer, will not or, in the case of a proposed advance, would
not, be ultimately recoverable by it from the related Mortgagor,
related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Notional Amount
: (i) With respect to the Class
I-A-2 Certificates, the Certificate Principal Balance of the Class
I-A-1 Certificates, (ii) with respect to the Class II-A-4
Certificates, the Certificate Principal Balance of the Class II-A-3
Certificates and (iii) with respect to the Class II-X Certificates,
the aggregate Stated Principal Balance of the Mortgage Loans in
Subgroup II-2 that have Net Mortgage Rates greater than 7.500% per
annum. For federal income tax purposes, however, the Notional
Amount of the Class I-A-2 Certificates is the Uncertificated
Principal Balance of REMIC II Regular Interest I-A-1, the Notional
Amount of the Class II-A-4 Certificates is the Uncertificated
Principal Balance of REMIC IV Regular Interest II-A-3, and the
Notional Amount of the Class II-X Certificates is an amount equal
to the Uncertificated Notional Amount of REMIC IV Regular Interest
II-X.
With respect to the Class I-C
Certificates and any Distribution Date, an amount equal to the
aggregate Stated Principal Balance of the Mortgage Loans in Loan
Group I. The initial Notional Amount of the Class I-C Certificates
shall be $201,646,245.09. For federal income tax purposes, however,
the Class I-C Certificates will have a Notional Amount equal to the
Uncertificated Notional Amount for REMIC II Regular Interest
I-C.
Offered Certificates
: Any of the Class I-A-1, Class
I-A-2, Class I-M-1, Class I-M-2, Class I-M-3, Class I-B-1, Class
I-B-2, Class I-B-3, Class I-B-4, Class II-A-1, Class II-A-2, Class
II-A-3, Class II-A-4, Class II-X, Class II-PO, Class II-B-1, Class
II-B-2, Class II-B-3, Class II-R-1, Class II-R-2 and Class II-R-3
Certificates.
Officer’s
Certificate : A
certificate (i) signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed
by any of the above designated officers and also to whom, with
respect to a particular matter, such matter is referred because of
such officer’s knowledge of and familiarity with a particular
subject) or (ii), if provided for in this Agreement, signed by a
Servicing Officer, as the case may be, and delivered to the
Depositor, the Seller, the Securities Administrator, the Master
Servicer and/or the Trustee, as the case may be, as required by
this Agreement.
One-Month LIBOR
: With respect to any Interest
Accrual Period and the LIBOR Certificates, the rate determined by
the Securities Administrator on the related Interest 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 Interest Determination Date; provided that
the parties hereto acknowledge that One-Month LIBOR for the first
Interest Accrual Period shall equal 3.10063% per annum. If such
rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer
offered, such other service for displaying One-Month LIBOR or
comparable rates as may be reasonably selected by the Securities
Administrator), One-Month LIBOR for the applicable Interest Accrual
Period will be the Reference Bank Rate. If no such quotations can
be obtained by the Securities Administrator and no Reference Bank
Rate is available, One-Month LIBOR will be One-Month LIBOR
applicable to the preceding Interest Accrual Period. The
establishment of One-Month LIBOR on each Interest Determination
Date by the Securities Administrator and the Securities
Administrator’s calculation of
the rate of interest applicable to the LIBOR 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
may be counsel for the Seller, the Depositor, the Company or the
Master Servicer, reasonably acceptable to each addressee of such
opinion; provided that with respect to Section 2.05, 8.05, 8.07 or
12.01, or the interpretation or application of the REMIC
Provisions, such counsel must (i) in fact be independent of the
Seller, Depositor, the Company and the Master Servicer, (ii) not
have any direct financial interest in the Seller, Depositor, the
Company or the Master Servicer or in any affiliate of either, and
(iii) not be connected with the Seller, Depositor, the Company or
the Master Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar
functions.
Original Value
: The value of the property
underlying a Mortgage Loan based, in the case of the purchase of
the underlying Mortgaged Property, on the lower of an appraisal or
the sales price of such property or, in the case of a refinancing,
on an appraisal.
Originator
: With respect to each Mortgage
Loan, shall mean the originator set forth in the Mortgage Loan
Schedule for such Mortgage Loan.
OTS : The Office of Thrift Supervision.
Outstanding
: With respect to the Certificates
as of any date of determination, all Certificates theretofore
executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered
to the Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have
been executed and delivered by the Securities Administrator
pursuant to this Agreement.
Outstanding Mortgage
Loan : As of any date of
determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal
Prepayment in full, and that did not become a Liquidated Loan,
prior to the end of the related Prepayment Period.
Ownership Interest
: As to any Certificate, any
ownership interest in such Certificate including any interest in
such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or
beneficial.
Pass-Through Rate
: With respect to each Class of
Certificates (other than the Class II-PO, Class I-C, Class P and
Class R Certificates), the Class I-A-1 Pass-Through Rate, Class
I-A-2 Pass-Through Rate, Class I-M-1 Pass-Through Rate, Class I-M-2
Pass-Through Rate, Class I-M-3 Pass-Through Rate, Class I-B-1
Pass-Through Rate, Class I-B-2 Pass-Through Rate, Class I-B-3,
Class I-B-4 Pass-Through Rate, Class II-A-1 Pass-Through Rate,
Class II-A-2 Pass-Through Rate, Class II-A-3 Pass-Through Rate,
Class II-A-4 Pass-Through Rate, Class II-X Pass-Through Rate or
Class II-B Pass-Through Rate, as applicable.
Paying Agent:
Wells Fargo Bank, National
Association, in its capacity as paying agent, and its successors
and assigns.
Percentage Interest
: With respect to any Certificate of
a specified Class, the Percentage Interest set forth on the face
thereof or the percentage obtained by dividing the Denomination of
such Certificate by the aggregate of the Denominations of all
Certificates of the such Class.
Permitted Investments
: At any time, any one or more of
the following obligations and securities:
(i) obligations
of the United States or any agency thereof, provided such
obligations are backed by the full faith and credit of the United
States;
(ii) general
obligations of or obligations guaranteed by any state of the United
States or the District of Columbia receiving the highest long-term
debt rating of each Rating Agency, or such lower rating as will not
result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by each Rating Agency;
(iii) commercial
or finance company paper which is then receiving the highest
commercial or finance company paper rating of 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;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances
issued by any depository institution or trust company incorporated
under the laws of the United States or of any state thereof and
subject to supervision and examination by federal and/or state
banking authorities (including the Trustee in its commercial
banking capacity), provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution or
trust company are then rated one of the two highest long-term and
the highest short-term ratings of each such Rating Agency for such
securities, or such lower ratings as will not result in the
downgrading or withdrawal of the rating then assigned to the
Certificates by any Rating Agency;
(v) demand
or time deposits or certificates of deposit issued by any bank or
trust company or savings institution to the extent that such
deposits are fully insured by the FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or
other corporation containing, at the time of the issuance of such
agreements, such terms and conditions as will not result in the
downgrading or withdrawal of the rating then assigned to the
Certificates by any such Rating Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i)
and (ii) above, in either case entered into with a depository
institution or trust company (acting as principal) described in
clause (iv) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at
a purchase price in excess of 115% of the face amount thereof)
bearing interest or sold
at a discount issued by any
corporation incorporated under the laws of the United States or any
state thereof which, at the time of such investment, have one of
the two highest long term ratings of each Rating Agency (except if
the Rating Agency is Moody’s, such rating shall be the
highest commercial paper rating of Moody’s for any such
securities), or such lower rating as will not result in the
downgrading or withdrawal of the rating then assigned to the
Certificates by any Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
(ix) interests
in any money market fund (including any such fund managed or
advised by the Trustee or Master Servicer or any affiliate thereof)
which at the date of acquisition of the interests in such fund and
throughout the time such interests are held in such fund has the
highest applicable 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;
(x) short
term investment funds sponsored by any trust company or banking
association incorporated under the laws of the United States or any
state thereof (including any such fund managed or advised by the
Trustee or any affiliate thereof) which on the date of acquisition
has been rated by each Rating Agency in their respective highest
applicable rating category 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; and
(xi) such
other investments having a specified stated maturity and bearing
interest or sold at a discount acceptable to each Rating Agency as
will not result in the downgrading or withdrawal of the rating then
assigned to the Certificates by any Rating Agency, as evidenced by
a signed writing delivered by each Rating Agency;
provided, that no such instrument
shall be a Permitted Investment if such instrument (i) evidences
the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a
premium or (iii) is purchased at a deep discount; provided further
that no such instrument shall be a Permitted Investment (A) if such
instrument evidences principal and interest payments derived from
obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity of
greater than 120% of the yield to maturity at par of such
underlying obligations, or (B) if it may be redeemed at a price
below the purchase price (the foregoing clause (B) not to apply to
investments in units of money market funds pursuant to clause (vi)
above); provided further that no amount beneficially owned by any
REMIC may be invested in investments (other than money market
funds) treated as equity interests for federal income tax purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at
the expense of the Master Servicer, to the effect that such
investment will not adversely affect the status of any such REMIC
as a REMIC under the Code or result in imposition of a tax on any
such REMIC. Permitted Investments that are subject to prepayment or
call may not be purchased at a price in excess of par.
Permitted Transferee
: Any Person (x) other than (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, (ii) a foreign government, International
Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except certain
farmers’ cooperatives
described in section 521 of the Code) that is exempt from tax
imposed by Chapter 1 of the Code (including the tax imposed by
section 511 of the Code on unrelated business taxable income) on
any excess inclusions (as defined in section 860E(c)(1) of the
Code) with respect to any Residual Certificate, (iv) rural electric
and telephone cooperatives described in section 1381(a)(2)(C) of
the Code or (v) an electing large partnership within the meaning of
Section 775(a) of the Code, (y) that is a citizen or resident of
the United States, a corporation, partnership (other than a
partnership that has any direct or indirect foreign partners) or
other entity (treated as a corporation or a partnership for federal
income tax purposes), created or organized in or under the laws of
the United States, any State thereof or the District of Columbia,
an estate whose income from sources without the United States is
includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade
or business within the United States, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons
have authority to control all substantial decisions of the trust or
if it has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person and (z) other
than any other Person so designated by the Trustee based upon an
Opinion of Counsel addressed to the Trustee (which shall not be an
expense of the Trustee) that states that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may
cause REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V to fail to
qualify as a REMIC at any time that any Certificates are
Outstanding. The terms “United States,”
“State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or
successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political
subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of Freddie Mac, a majority
of its board of directors is not selected by such government
unit.
Person : Any individual, corporation, partnership,
joint venture, association, joint- stock company, limited liability
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.
PHH : PHH Mortgage Corporation, and any successor
thereto.
PHH Assignment
Agreement : The
Assignment, Assumption and Recognition Agreement, dated as of May
31, 2005, by and among the Seller, PHH, Bishop’s Gate and the
Trustee evidencing the assignment of the PHH Servicing Agreement to
the Trust.
PHH Loans : Those Mortgage Loans subject to this Agreement
which were purchased by the Seller from PHH and Bishop’s Gate
pursuant to the PHH Servicing Agreement.
PHH Servicing
Agreement : The Purchase,
Warranties and Servicing Agreement, dated as of October 23, 2001,
by and among the Seller, PHH, as successor to Cendant Mortgage
Corporation, and Bishop’s Gate, as modified by the PHH
Assignment Agreement.
PO Percentage
: With respect to Loan Group II and
any related Discount Mortgage Loan a fraction, expressed as a
percentage, equal to 5.250% per annum minus the Net Mortgage Rate
thereof divided by 5.250% per annum.
Prepayment Assumption
: The applicable rate of prepayment,
as described in the Prospectus Supplement relating to each Class of
Offered Certificates.
Prepayment Charge
: Any prepayment premium, penalty or
charge payable by a Mortgagor in connection with any Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note.
Prepayment Interest
Excess : With respect to
any Distribution Date, for each EMC Mortgage Loan that was the
subject of a Principal Prepayment in full or in part during the
portion of the related Prepayment Period occurring between the
first day of the calendar month in which such Distribution Date
occurs and the Determination Date of the calendar month in which
such Distribution Date occurs, an amount equal to interest (to the
extent received) at the applicable Net Mortgage Rate on the amount
of such Principal Prepayment for the number of days commencing on
the first day of the calendar month in which such Distribution Date
occurs and ending on the last date through which interest is
collected from the related Mortgagor.
Prepayment Interest
Shortfall : With respect
to any Distribution Date, for each Mortgage Loan that was the
subject of a partial Principal Prepayment, a Principal Prepayment
in full, or that became a Liquidated Loan during the related
Prepayment Period, (other than a Principal Prepayment in full
resulting from the purchase of a Mortgage Loan pursuant to Section
2.02, 2.03, 4.20 or 11.01 hereof), the amount, if any, by which (i)
one month’s interest at the applicable Net Mortgage Rate on
the Stated Principal Balance of such Mortgage Loan immediately
prior to such prepayment (or liquidation) or in the case of a
partial Principal Prepayment on the amount of such prepayment (or
liquidation proceeds) exceeds (ii) the amount of interest paid or
collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the related Servicing Fee
and (b) the LPMI Fee, if any.
Prepayment Period
: As to any Distribution Date and
(i) each EMC Mortgage Loan, the period commencing on the 16
th day of the month prior to the month in which the
related Distribution Date occurs and ending on the 15 th
day of the month in which such Distribution Date occurs and (ii)
any other Mortgage Loan, the period set forth in the related
Servicing Agreement.
Primary Mortgage Insurance
Policy : Any primary
mortgage guaranty insurance policy issued in connection with a
Mortgage Loan which provides compensation to a Mortgage Note holder
in the event of default by the obligor under such Mortgage Note or
the related security instrument, if any or any replacement policy
therefor through the related Interest Accrual Period for such Class
relating to a Distribution Date.
Principal Distribution
Amount : With respect to
Loan Group I and any Distribution Date, the sum of (a) the Group I
Basic Principal Distribution Amount for such Distribution Date and
(b) any Group I Extra Principal Distribution Amount for such
Distribution Date.
Principal Funds
: With respect to any Distribution
Date and each Loan Group, (i) the sum, without duplication, of (a)
all scheduled principal collected on the related Mortgage Loans
during the related Due Period, (b) all Advances relating to
principal made with respect to the Mortgage Loans in the related
Loan Group on or prior to the Distribution Account Deposit Date,
(c) Principal Prepayments with respect to the Mortgage Loans in the
related Loan Group
exclusive of Prepayment Charges or
penalties collected during the related Prepayment Period, (d) the
Stated Principal Balance of each Mortgage Loan in the related Loan
Group that was repurchased by the Seller pursuant to Sections 2.02
or 2.03 or by EMC pursuant to Section 4.20, (e) the aggregate of
all Substitution Adjustment Amounts with respect to the related
Mortgage Loans for the related Determination Date in connection
with the substitution of related Mortgage Loans pursuant to Section
2.03(c), (e) all Liquidation Proceeds and Subsequent Recoveries
with respect to the Mortgage Loans in the related Loan Group
collected during the related Prepayment Period (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to principal)
and remitted by the Company or the related Servicer to the
Distribution Account pursuant to this Agreement or the related
Servicing Agreement and (f) amounts in respect of principal paid by
the Majority Class I-C Certificateholder and EMC and its designee,
as applicable, pursuant to Section 11.01 minus (ii) all related
amounts required to be reimbursed pursuant to Sections 5.02, 5.05,
5.07 and 5.09 or as otherwise set forth in this
Agreement.
Principal Remittance
Amount : With respect to
each Distribution Date and Loan Group I, the sum of the amounts
listed in clauses (a) through (e) of the definition of Principal
Funds.
Principal Prepayment
: Any Mortgagor payment or other
recovery of (or proceeds with respect to) principal on a Mortgage
Loan (including loans purchased or repurchased under Sections 2.02,
2.03, 4.20 and 11.01 hereof) that is received in advance of its
scheduled Due Date and is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates
in any month or months subsequent to the month of prepayment.
Partial Principal Prepayments shall be applied by the Company or
the related Servicer, as appropriate, in accordance with the terms
of the related Mortgage Note.
Private Certificates
: Any of the Class II-B-4, Class
II-B-5, Class II-B-6, Class I-C, Class P and Class I-R
Certificates.
Prospectus Supplement
: The Prospectus Supplement dated
May 26, 2005 relating to the public offering of the Offered
Certificates.
Protected Account
: Each account established and
maintained by the Company with respect to receipts on the Mortgage
Loans and REO Property in accordance with Section 5.01 hereof or by
the related Servicer in accordance with the related Servicing
Agreement.
PUD : A Planned Unit Development.
Purchase Price
: With respect to any Mortgage Loan
required to be repurchased by the Seller pursuant to Section 2.02
or 2.03 hereof, an amount equal to the sum of (i) 100% of the
outstanding principal balance of the Mortgage Loan as of the date
of such purchase plus (ii) accrued interest thereon at the
applicable Mortgage Rate through the first day of the month in
which the Purchase Price is to be distributed to
Certificateholders, reduced by any portion of the Servicing Fee,
Servicing Advances and Advances payable to the purchaser of the
Mortgage Loan plus and (iii) any costs and damages (if any)
incurred by the Trust in connection with any violation of such
Mortgage Loan of any predatory lending laws.
Rating Agency
: Each of Moody’s and S&P.
If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally
recognized statistical rating
organization, or other comparable
Person, designated by the Depositor, notice of which designation
shall be given to the Trustee. References herein to a given rating
category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized Loss
: With respect to each Mortgage Loan
as to which a Final Recovery Determination has been made, an amount
(not less than zero) equal to (i) the unpaid principal balance of
such Mortgage Loan as of the commencement of the calendar month in
which the Final Recovery Determination was made, plus (ii) accrued
interest from the Due Date as to which interest was last paid by
the Mortgagor through the end of the calendar month in which such
Final Recovery Determination was made, calculated in the case of
each calendar month during such period (A) at an annual rate equal
to the annual rate at which interest was then accruing on such
Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business
on the Distribution Date during such calendar month, minus (v) the
proceeds, if any, received in respect of such Mortgage Loan during
the calendar month in which such Final Recovery Determination was
made, net of amounts that are payable therefrom to the Company
pursuant to this Agreement or the applicable Servicer pursuant to
the related Servicing Agreement. In addition, to the extent the
Master Servicer receives Subsequent Recoveries with respect to any
Mortgage Loan, the amount of the Realized Loss with respect to that
Mortgage Loan will be reduced to the extent such recoveries are
distributed to any Class of related Subordinate Certificates or
applied to increase Excess Spread on the related Loan Group on any
Distribution Date.
With respect to any REO Property as
to which a Final Recovery Determination has been made, an amount
(not less than zero) equal to (i) the unpaid principal balance of
the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of REMIC I or REMIC III, as applicable, plus
(ii) accrued interest from the Due Date as to which interest was
last paid by the Mortgagor in respect of the related Mortgage Loan
through the end of the calendar month immediately preceding the
calendar month in which such REO Property was acquired, calculated
in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then
accruing on the related Mortgage Loan and (B) on a principal amount
equal to the Stated Principal Balance of the related Mortgage Loan
as of the close of business on the Distribution Date during such
calendar month, plus (iii) REO Imputed Interest for such REO
Property for each calendar month commencing with the calendar month
in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made,
minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, the
difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With respect to each Mortgage Loan
which has become the subject of a Debt Service Reduction, the
portion, if any, of the reduction in each affected Monthly Payment
attributable to a reduction in the Mortgage Rate imposed by a court
of competent jurisdiction. Each such Realized Loss shall be deemed
to have been incurred on the Due Date for each affected Monthly
Payment.
Record Date
: With respect to the Class II-A-1,
Class II-A-2, Class II-B, Class II-PO, Class P and Class I-C
Certificates and any Distribution Date, the close of business on
the last Business Day of the month preceding the month in which
such Distribution Date occurs. With respect to any Distribution
Date and the Class I-A, Class II-A-3, Class II-A-4, Class II-X,
Class I-M, Class I-B, Class II-R Certificates, so long as such
Certificates are Book-Entry Certificates, the Business Day
preceding such Distribution Date, and otherwise, the close of
business on the last Business Day of the month preceding the month
in which such Distribution Date occurs.
Reference Banks
: Shall mean leading banks selected
by the Securities Administrator and engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, (ii) which have
been designated as such by the Securities Administrator and (iii)
which are not controlling, controlled by, or under common control
with, the Depositor, the Seller or the Master Servicer.
Reference Bank Rate
: With respect to any Interest
Accrual Period shall mean 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 an amount
approximately equal to the aggregate Certificate Principal Balance
of the LIBOR Certificates for such Interest Accrual Period,
provided that at least two such Reference Banks provide such rate.
If fewer than two offered rates appear, the Reference Bank Rate
will be the arithmetic mean, rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%, of the rates quoted by one or
more major banks in New York City, selected by the Securities
Administrator, as of 11:00 a.m., New York City time, on such date
for loans in United States dollars to leading European banks for a
period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the LIBOR Certificates for such
Interest Accrual Period.
Regular Certificate
: Any Certificate other than a
Residual Certificate.
Regular Interest
: A “regular interest”
in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Relief Act
: The Servicemembers Civil Relief
Act, as amended or any similar state law.
Remaining Excess
Spread : With respect to
Loan Group I and any Distribution Date, (i) the Excess Spread for
Loan Group I, less (ii) the Group I Extra Principal Distribution
Amount for such Distribution Date.
REMIC : A “real estate mortgage investment
conduit” within the meaning of section 860D of the
Code.
REMIC I : The segregated pool of assets described in
Section 6.07(a).
REMIC I Interests
: The REMIC I Regular Interests and
the Class I-R-1 Certificates.
REMIC I Interest Loss Allocation
Amount : With respect to
any Distribution Date, an amount equal to (a) the product of (i)
the aggregate Stated Principal Balance of Loan Group I
and related REO Properties then
outstanding and (ii) the Uncertificated REMIC I Pass-Through Rate
for REMIC I Regular Interest AA minus the REMIC I Marker Rate,
divided by (b) 12.
REMIC I Marker Rate
: With respect to REMIC II Regular
Interest I-C and any Distribution Date, a per annum rate equal to
two (2) times the weighted average of the Uncertificated REMIC I
Pass-Through Rates for REMIC I Regular Interest I-A-1, REMIC I
Regular Interest I-M-1, REMIC I Regular Interest I-M-2, REMIC I
Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I
Regular Interest I-B-2, REMIC I Regular Interest I-B-3, REMIC I
Regular Interest I-B-4 and REMIC I Regular Interest ZZ, with the
rate on each such REMIC I Regular Interest (other than REMIC I
Regular Interest ZZ) subject to a cap equal to the Uncertificated
REMIC II Pass-Through Rate for the Corresponding Interest and with
the rate on REMIC I Regular Interest ZZ subject to a cap of zero
for the purpose of this calculation; provided, however, that for
this purpose, the calculation of the Uncertificated REMIC I
Pass-Through Rate and the related cap with respect to REMIC I
Regular Interest I-M-1, REMIC I Regular Interest I-M-2, REMIC I
Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I
Regular Interest I-B-2, REMIC I Regular Interest I-B-3 and REMIC I
Regualar Interest I-B-4 shall be multiplied by a fraction, the
numerator of which is the actual number of days in the Interest
Accrual Period and the denominator of which is 30.
REMIC I Overcollateralization
Amount : With respect to
any date of determination, (i) 1% of the aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests (other than
REMIC I Regular Interest I-P) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC I Regular Interest I-A-1,
REMIC I Regular Interest I-M-1, REMIC I Regular Interest I-M-2,
REMIC I Regular Interest I-M-3, REMIC I Regular Interest I-B-1,
REMIC I Regular Interest I-B-2, REMIC I Regular Interest I-B-3 and
REMIC I Regular Interest I-B-4, in each case as of such date of
determination.
REMIC I Overcollateralization
Target Amount : 1% of the
Group I Overcollateralization Target Amount.
REMIC I Principal Loss Allocation
Amount : With respect to
any Distribution Date, an amount equal to (a) the product of (i)
the aggregate Stated Principal Balance of Loan Group I and related
REO Properties then outstanding and (ii) 1 minus a fraction, the
numerator of which is two (2) times the aggregate Uncertificated
Principal Balance of REMIC I Regular Interest I-A-1, REMIC I
Regular Interest I-M-1, REMIC I Regular Interest I-M-2, REMIC I
Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I
Regular Interest I-B-2, REMIC I Regular Interest I-B-3 and REMIC I
Regular Interest I-B-4, and the denominator of which is the
aggregate Uncertificated Principal Balance of REMIC I Regular
Interest I-A-1, REMIC I Regular Interest I-M-1, REMIC I Regular
Interest I-M-2, REMIC I Regular Interest I-M-3, REMIC I Regular
Interest I-B-1, REMIC I Regular Interest I-B-2, REMIC I Regular
Interest I-B-3, REMIC I Regular Interest I-B-4 and REMIC I Regular
Interest ZZ.
REMIC I Regular Interest ZZ
Maximum Interest Deferral Amount : With respect to any Distribution Date, the
excess of (i) accrued interest at the Uncertificated REMIC I
Pass-Through Rate applicable to REMIC I Regular Interest ZZ for
such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC I Regular Interest ZZ minus the REMIC I
Overcollateralization Amount, in each case for such Distribution
Date, over (ii) the Uncertificated Accrued Interest on REMIC I
Regular Interest I-A-1, REMIC I Regular Interest I-
M-1, REMIC I Regular Interest I-M-2,
REMIC I Regular Interest I-M-3, REMIC I Regular Interest I-B-1,
REMIC I Regular Interest I-B-2, REMIC I Regular Interest I-B-3 and
REMIC I Regular Interest I-B-4 for such Distribution Date, with the
rate on each such REMIC I Regular Interest subject to a cap equal
to the Uncertificated REMIC II Pass-Through Rate for the
Corresponding Interest.
REMIC I Regular
Interests : REMIC I
Regular Interest AA, REMIC I Regular Interest I-A-1, REMIC I
Regular Interest I-M-1, REMIC I Regular Interest I-M-2, REMIC I
Regular Interest I-M-3, REMIC I Regular Interest I-B-1, REMIC I
Regular Interest I-B-2, REMIC I Regular Interest I-B-3, REMIC I
Regular Interest I-B-4, REMIC I Regular Interest ZZ and REMIC I
Regular Interest I-P.
REMIC I Regular Interest
AA: One of the separate
non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I
Regular Interest AA shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto. /
REMIC I Regular Interest
I-A-1 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-A shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-B-1 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-B-1 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-B-2 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-B-2 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-B-3 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-B-3 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-B-4 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-B-4 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-M-1 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-M-1 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-M-2 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-M-2 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-M-3 : One of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
REMIC I Regular Interest I-M-3 shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC I Regular Interest
I-P : One of the separate
non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I
Regular Interest I-P will not accrue interest 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 the Preliminary Statement
hereto.
REMIC I Regular Interest
ZZ : One of the separate
non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I
Regular Interest ZZ shall accrue interest at the related
Uncertificated REMIC I Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject
to the terms and conditions hereof, in an aggregate amount equal to
its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC II : The segregated pool of assets described in the
Preliminary Statement consisting of the REMIC I Regular
Interests.
REMIC II Interests
: The REMIC II Regular Interests and
the Class I-R-2 Certificates.
REMIC II Regular
Interests : REMIC II
Regular Interest I-A-1, REMIC II Regular Interest I-M-1, REMIC II
Regular Interest I-M-2, REMIC II Regular Interest I-M-3, REMIC
II
Regular Interest I-B-1, REMIC II
Regular Interest I-B-2, REMIC II Regular Interest I-B-3, REMIC II
Regular Interest I-B-4, REMIC II Regular Interest I-C and REMIC II
Regular Interest I-P.
REMIC II Regular Interest
I-A-1 : One of the
separate non-certificated beneficial ownership interests in REMIC
II issued hereunder and designated as a Regular Interest in REMIC
II. REMIC II Regular Interest I-A-1 shall accrue
