BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor,
EMC MORTGAGE CORPORATION,
Seller and Master
Servicer,
and
LASALLE BANK NATIONAL
ASSOCIATION,
Trustee
____________________
POOLING AND SERVICING
AGREEMENT
Dated as of May 1, 2005
________________________________________
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-TC1
ASSET-BACKED CERTIFICATES, SERIES
2005-TC1
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 Master Servicer and EMC as a Seller.
|
|
Section 2.04
|
Representations and Warranties of
the Depositor.
|
|
|
Section 2.05
|
Delivery of Opinion of Counsel in
Connection with Substitutions and Repurchases.
|
|
|
Section 2.06
|
Countersignature and Delivery of
Certificates.
|
|
|
|
|
|
|
|
|
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
|
Section 3.01
|
The Master Servicer to act as Master
Servicer.
|
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
|
Section 3.03
|
Subservicers.
|
|
|
Section 3.04
|
Documents, Records and Funds in
Possession of the Master Servicer To Be Held for
Trustee.
|
|
Section 3.05
|
Maintenance of Hazard
Insurance.
|
|
|
Section 3.06
|
Presentment of Claims and Collection
of Proceeds.
|
|
|
Section 3.07
|
Maintenance of the Primary Mortgage
Insurance Policies.
|
|
|
Section 3.08
|
Fidelity Bond, Errors and Omissions
Insurance.
|
|
|
|
|
|
|
|
|
|
|
|
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 Certificate as to
Compliance.
|
|
|
Section 3.14
|
Annual Independent Certified Public
Accountants’ Servicing Report.
|
|
|
Section 3.15
|
Books and Records.
|
|
|
Section 3.16
|
Reports Filed with Securities and
Exchange Commission.
|
|
|
Section 3.17
|
UCC.
|
|
|
Section 3.18
|
Optional Purchase of Certain
Mortgage Loans.
|
|
|
Section 3.19
|
Obligations of the Master Servicer
in Respect of Mortgage Rates and Scheduled Payments.
|
|
Section 3.20
|
Reserve Fund; Payments to and from
Swap Administrator.
|
|
|
Section 3.21
|
Tax Treatment of Swap Payments and
Swap Termination Payments.
|
|
|
Section 3.22
|
Advancing Facility.
|
|
|
Section 3.23
|
Special Servicer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IV
ACCOUNTS
|
Section 4.01
|
Collection of Mortgage Loan
Payments; Protected Account.
|
|
|
Section 4.02
|
Permitted Withdrawals From the
Protected Account.
|
|
|
Section 4.03
|
Collection of Taxes; Assessments and
Similar Items; Escrow Accounts.
|
|
Section 4.04
|
Distribution Account.
|
|
|
Section 4.05
|
Permitted Withdrawals and Transfers
from the Distribution Account.
|
|
|
Section 4.06
|
Class P Certificate
Account.
|
|
|
|
|
|
|
|
|
|
ARTICLE V
DISTRIBUTIONS AND ADVANCES
|
Section 5.01
|
Advances.
|
|
|
Section 5.02
|
Compensating Interest
Payments.
|
|
|
Section 5.03
|
REMIC Distributions.
|
|
|
Section 5.04
|
Distributions.
|
|
|
Section 5.05
|
Allocation of Realized
Losses.
|
|
|
Section 5.06
|
Monthly Statements to
Certificateholders.
|
|
|
Section 5.07
|
REMIC Designations and REMIC
Distributions.
|
|
|
|
|
|
|
|
|
|
ARTICLE VI
THE CERTIFICATES
|
Section 6.01
|
The Certificates.
|
|
|
Section 6.02
|
Certificate Register; Registration
of Transfer and Exchange of Certificates.
|
|
Section 6.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
|
Section 6.04
|
Persons Deemed Owners.
|
|
|
Section 6.05
|
Access to List of
Certificateholders’ Names and Addresses.
|
|
|
Section 6.06
|
Book-Entry Certificates.
|
|
|
Section 6.07
|
Notices to Depository.
|
|
|
Section 6.08
|
Definitive Certificates.
|
|
|
Section 6.09
|
Maintenance of Office or
Agency.
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
|
Section 7.01
|
Liabilities of the Depositor and the
Master Servicer.
|
|
|
Section 7.02
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
|
Section 7.03
|
Indemnification of the Trustee and
the Master Servicer.
|
|
|
Section 7.04
|
Limitations on Liability of the
Depositor, the Master Servicer and Others
|
|
Section 7.05
|
Master Servicer Not to
Resign
|
|
|
Section 7.06
|
Successor Master Servicer
|
|
|
Section 7.07
|
Sale and Assignment of Master
Servicing
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VIII
DEFAULT; TERMINATION OF MASTER
SERVICER
|
Section 8.01
|
Events of Default.
|
|
|
Section 8.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 8.03
|
Notification to
Certificateholders.
|
|
|
|
|
|
|
|
Section 8.04
|
Waiver of Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE
|
Section 9.01
|
Duties of Trustee.
|
|
|
Section 9.02
|
Certain Matters Affecting the
Trustee.
|
|
|
Section 9.03
|
Trustee Not Liable for Certificates
or Mortgage Loans.
|
|
Section 9.04
|
Trustee May Own
Certificates.
|
|
|
Section 9.05
|
Trustee’s Fees and
Expenses.
|
|
|
Section 9.06
|
Eligibility Requirements for
Trustee.
|
|
|
Section 9.07
|
Insurance.
|
|
|
Section 9.08
|
Resignation and Removal of
Trustee.
|
|
|
Section 9.09
|
Successor Trustee.
|
|
|
Section 9.10
|
Merger or Consolidation of
Trustee.
|
|
|
Section 9.11
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
|
Section 9.12
|
Tax Matters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or
Repurchase of all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
|
Section 10.03
|
Additional Termination
Requirements.
|
|
|
|
|
|
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
|
Section 11.03
|
Governing Law.
|
|
|
Section 11.04
|
Intention of Parties.
|
|
|
Section 11.05
|
Notices.
|
|
|
Section 11.06
|
Severability of
Provisions.
|
|
|
Section 11.07
|
Assignment.
|
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Inspection and Audit
Rights.
|
|
|
Section 11.10
|
Certificates Nonassessable and Fully
Paid.
|
|
|
Section 11.11
|
Third Party Rights.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibits
|
Exhibit A-1
|
Form of Class A
Certificates
|
|
|
Exhibit A-2
|
Form of Class M
Certificates
|
|
|
Exhibit A-3
|
Form of Class P
Certificates
|
|
|
Exhibit A-4
|
Form of Class CE
Certificates
|
|
|
Exhibit A-5
|
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 and Related
Matters Certificate
|
|
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 Back-Up
Certification
|
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
|
Exhibit M
|
Swap Agreement
|
|
|
Exhibit N
|
Special Servicer Delinquency
Triggers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, a “Seller”)
and as master servicer (in such capacity, the “Master
Servicer”) and LASALLE 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
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Reserve Fund and, for the avoidance of
doubt, the Swap Agreement, the Swap Account and any rights or
obligations in respect of the Swap Administration Agreement) 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 R-1 Certificates will be the sole class of
Residual Interests (as defined herein) in REMIC I for purposes of
the REMIC Provisions (as defined herein). 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.
|
|
Uncertificated
REMIC I
Pass-Through Rate
|
Initial Uncertificated
Principal Balance
|
Latest Possible
Maturity Date (1)
|
|
I-1-A
|
Variable(2)
|
$
|
3,480,646.47
|
May 25, 2035
|
|
I-1-B
|
Variable(2)
|
$
|
3,480,646.47
|
May 25, 2035
|
|
I-2-A
|
Variable(2)
|
$
|
4,246,168.43
|
May 25, 2035
|
|
I-2-B
|
Variable(2)
|
$
|
4,246,168.43
|
May 25, 2035
|
|
I-3-A
|
Variable(2)
|
$
|
5,003,921.79
|
May 25, 2035
|
|
I-3-B
|
Variable(2)
|
$
|
5,003,921.79
|
May 25, 2035
|
|
I-4-A
|
Variable(2)
|
$
|
5,747,414.97
|
May 25, 2035
|
|
I-4-B
|
Variable(2)
|
$
|
5,747,414.97
|
May 25, 2035
|
|
I-5-A
|
Variable(2)
|
$
|
6,469,978.75
|
May 25, 2035
|
|
I-5-B
|
Variable(2)
|
$
|
6,469,978.75
|
May 25, 2035
|
|
I-6-A
|
Variable(2)
|
$
|
7,164,844.43
|
May 25, 2035
|
|
I-6-B
|
Variable(2)
|
$
|
7,164,844.43
|
May 25, 2035
|
|
I-7-A
|
Variable(2)
|
$
|
7,825,230.15
|
May 25, 2035
|
|
I-7-B
|
Variable(2)
|
$
|
7,825,230.15
|
May 25, 2035
|
|
I-8-A
|
Variable(2)
|
$
|
8,444,435.57
|
May 25, 2035
|
|
I-8-B
|
Variable(2)
|
$
|
8,444,435.57
|
May 25, 2035
|
|
I-9-A
|
Variable(2)
|
$
|
9,015,564.45
|
May 25, 2035
|
|
I-9-B
|
Variable(2)
|
$
|
9,015,564.45
|
May 25, 2035
|
|
I-10-A
|
Variable(2)
|
$
|
8,883,343.37
|
May 25, 2035
|
|
I-10-B
|
Variable(2)
|
$
|
8,883,343.37
|
May 25, 2035
|
|
I-11-A
|
Variable(2)
|
$
|
8,507,718.21
|
May 25, 2035
|
|
I-11-B
|
Variable(2)
|
$
|
8,507,718.21
|
May 25, 2035
|
|
I-12-A
|
Variable(2)
|
$
|
8,142,768.04
|
May 25, 2035
|
|
I-12-B
|
Variable(2)
|
$
|
8,142,768.04
|
May 25, 2035
|
|
I-13-A
|
Variable(2)
|
$
|
7,793,868.60
|
May 25, 2035
|
|
I-13-B
|
Variable(2)
|
$
|
7,793,868.60
|
May 25, 2035
|
|
I-14-A
|
Variable(2)
|
$
|
7,460,299.79
|
May 25, 2035
|
|
I-14-B
|
Variable(2)
|
$
|
7,460,299.79
|
May 25, 2035
|
|
I-15-A
|
Variable(2)
|
$
|
7,141,374.42
|
May 25, 2035
|
|
I-15-B
|
Variable(2)
|
$
|
7,141,374.42
|
May 25, 2035
|
|
I-16-A
|
Variable(2)
|
$
|
6,836,436.55
|
May 25, 2035
|
|
I-16-B
|
Variable(2)
|
$
|
6,836,436.55
|
May 25, 2035
|
|
I-17-A
|
Variable(2)
|
$
|
6,544,859.96
|
May 25, 2035
|
|
I-17-B
|
Variable(2)
|
$
|
6,544,859.96
|
May 25, 2035
|
|
I-18-A
|
Variable(2)
|
$
|
6,266,047.13
|
May 25, 2035
|
|
I-18-B
|
Variable(2)
|
$
|
6,266,047.13
|
May 25, 2035
|
|
I-19-A
|
Variable(2)
|
$
|
5,999,427.40
|
May 25, 2035
|
|
I-19-B
|
Variable(2)
|
$
|
5,999,427.40
|
May 25, 2035
|
|
I-20-A
|
Variable(2)
|
$
|
5,744,456.22
|
May 25, 2035
|
|
I-20-B
|
Variable(2)
|
$
|
5,744,456.22
|
May 25, 2035
|
|
I-21-A
|
Variable(2)
|
$
|
5,500,624.18
|
May 25, 2035
|
|
I-21-B
|
Variable(2)
|
$
|
5,500,624.18
|
May 25, 2035
|
|
I-22-A
|
Variable(2)
|
$
|
5,267,401.82
|
May 25, 2035
|
|
I-22-B
|
Variable(2)
|
$
|
5,267,401.82
|
May 25, 2035
|
|
I-23-A
|
Variable(2)
|
$
|
5,029,395.17
|
May 25, 2035
|
|
I-23-B
|
Variable(2)
|
$
|
5,029,395.17
|
May 25, 2035
|
|
I-24-A
|
Variable(2)
|
$
|
66,020,852.86
|
May 25, 2035
|
|
I-24-B
|
Variable(2)
|
$
|
66,020,852.86
|
May 25, 2035
|
|
I-25-A
|
Variable(2)
|
$
|
1,709,977.63
|
May 25, 2035
|
|
I-25-B
|
Variable(2)
|
$
|
1,709,977.63
|
May 25, 2035
|
|
I-26-A
|
Variable(2)
|
$
|
1,653,495.91
|
May 25, 2035
|
|
I-26-B
|
Variable(2)
|
$
|
1,653,495.91
|
May 25, 2035
|
|
I-27-A
|
Variable(2)
|
$
|
1,598,899.27
|
May 25, 2035
|
|
I-27-B
|
Variable(2)
|
$
|
1,598,899.27
|
May 25, 2035
|
|
I-28-A
|
Variable(2)
|
$
|
1,546,123.61
|
May 25, 2035
|
|
I-28-B
|
Variable(2)
|
$
|
1,546,123.61
|
May 25, 2035
|
|
I-29-A
|
Variable(2)
|
$
|
1,495,107.13
|
May 25, 2035
|
|
I-29-B
|
Variable(2)
|
$
|
1,495,107.13
|
May 25, 2035
|
|
I-30-A
|
Variable(2)
|
$
|
1,445,790.17
|
May 25, 2035
|
|
I-30-B
|
Variable(2)
|
$
|
1,445,790.17
|
May 25, 2035
|
|
I-31-A
|
Variable(2)
|
$
|
1,398,115.14
|
May 25, 2035
|
|
I-31-B
|
Variable(2)
|
$
|
1,398,115.14
|
May 25, 2035
|
|
I-32-A
|
Variable(2)
|
$
|
1,352,026.45
|
May 25, 2035
|
|
I-32-B
|
Variable(2)
|
$
|
1,352,026.45
|
May 25, 2035
|
|
I-33-A
|
Variable(2)
|
$
|
1,307,470.45
|
May 25, 2035
|
|
I-33-B
|
Variable(2)
|
$
|
1,307,470.45
|
May 25, 2035
|
|
I-34-A
|
Variable(2)
|
$
|
1,264,395.33
|
May 25, 2035
|
|
I-34-B
|
Variable(2)
|
$
|
1,264,395.33
|
May 25, 2035
|
|
I-35-A
|
Variable(2)
|
$
|
1,222,751.11
|
May 25, 2035
|
|
I-35-B
|
Variable(2)
|
$
|
1,222,751.11
|
May 25, 2035
|
|
I-36-A
|
Variable(2)
|
$
|
2,714,745.63
|
May 25, 2035
|
|
I-36-B
|
Variable(2)
|
$
|
2,714,745.63
|
May 25, 2035
|
|
I-37-A
|
Variable(2)
|
$
|
1,070,202.35
|
May 25, 2035
|
|
I-37-B
|
Variable(2)
|
$
|
1,070,202.35
|
May 25, 2035
|
|
I-38-A
|
Variable(2)
|
$
|
1,036,069.82
|
May 25, 2035
|
|
I-38-B
|
Variable(2)
|
$
|
1,036,069.82
|
May 25, 2035
|
|
I-39-A
|
Variable(2)
|
$
|
1,003,018.09
|
May 25, 2035
|
|
I-39-B
|
Variable(2)
|
$
|
1,003,018.09
|
May 25, 2035
|
|
I-40-A
|
Variable(2)
|
$
|
971,013.11
|
May 25, 2035
|
|
I-40-B
|
Variable(2)
|
$
|
971,013.11
|
May 25, 2035
|
|
I-41-A
|
Variable(2)
|
$
|
940,021.92
|
May 25, 2035
|
|
I-41-B
|
Variable(2)
|
$
|
940,021.92
|
May 25, 2035
|
|
I-42-A
|
Variable(2)
|
$
|
910,012.60
|
May 25, 2035
|
|
I-42-B
|
Variable(2)
|
$
|
910,012.60
|
May 25, 2035
|
|
I-43-A
|
Variable(2)
|
$
|
880,954.21
|
May 25, 2035
|
|
I-43-B
|
Variable(2)
|
$
|
880,954.21
|
May 25, 2035
|
|
I-44-A
|
Variable(2)
|
$
|
852,816.80
|
May 25, 2035
|
|
I-44-B
|
Variable(2)
|
$
|
852,816.80
|
May 25, 2035
|
|
I-45-A
|
Variable(2)
|
$
|
825,571.34
|
May 25, 2035
|
|
I-45-B
|
Variable(2)
|
$
|
825,571.34
|
May 25, 2035
|
|
I-46-A
|
Variable(2)
|
$
|
799,189.74
|
May 25, 2035
|
|
I-46-B
|
Variable(2)
|
$
|
799,189.74
|
May 25, 2035
|
|
I-47-A
|
Variable(2)
|
$
|
773,644.75
|
May 25, 2035
|
|
I-47-B
|
Variable(2)
|
$
|
773,644.75
|
May 25, 2035
|
|
I-48-A
|
Variable(2)
|
$
|
748,910.01
|
May 25, 2035
|
|
I-48-B
|
Variable(2)
|
$
|
748,910.01
|
May 25, 2035
|
|
I-49-A
|
Variable(2)
|
$
|
724,959.96
|
May 25, 2035
|
|
I-49-B
|
Variable(2)
|
$
|
724,959.96
|
May 25, 2035
|
|
I-50-A
|
Variable(2)
|
$
|
701,769.88
|
May 25, 2035
|
|
I-50-B
|
Variable(2)
|
$
|
701,769.88
|
May 25, 2035
|
|
I-51-A
|
Variable(2)
|
$
|
679,315.78
|
May 25, 2035
|
|
I-51-B
|
Variable(2)
|
$
|
679,315.78
|
May 25, 2035
|
|
I-52-A
|
Variable(2)
|
$
|
657,574.46
|
May 25, 2035
|
|
I-52-B
|
Variable(2)
|
$
|
657,574.46
|
May 25, 2035
|
|
I-53-A
|
Variable(2)
|
$
|
636,523.42
|
May 25, 2035
|
|
I-53-B
|
Variable(2)
|
$
|
636,523.42
|
May 25, 2035
|
|
I-54-A
|
Variable(2)
|
$
|
616,140.89
|
May 25, 2035
|
|
I-54-B
|
Variable(2)
|
$
|
616,140.89
|
May 25, 2035
|
|
I-55-A
|
Variable(2)
|
$
|
596,405.77
|
May 25, 2035
|
|
I-55-B
|
Variable(2)
|
$
|
596,405.77
|
May 25, 2035
|
|
I-56-A
|
Variable(2)
|
$
|
577,297.61
|
May 25, 2035
|
|
I-56-B
|
Variable(2)
|
$
|
577,297.61
|
May 25, 2035
|
|
I-57-A
|
Variable(2)
|
$
|
558,796.65
|
May 25, 2035
|
|
I-57-B
|
Variable(2)
|
$
|
558,796.65
|
May 25, 2035
|
|
I-58-A
|
Variable(2)
|
$
|
540,883.69
|
May 25, 2035
|
|
I-58-B
|
Variable(2)
|
$
|
540,883.69
|
May 25, 2035
|
|
I-59-A
|
Variable(2)
|
$
|
523,540.18
|
May 25, 2035
|
|
I-59-B
|
Variable(2)
|
$
|
523,540.18
|
May 25, 2035
|
|
I-60-A
|
Variable(2)
|
$
|
15,618,503.99
|
May 25, 2035
|
|
I-60-B
|
Variable(2)
|
$
|
15,618,503.99
|
May 25, 2035
|
|
P
|
0.00%
|
$
|
100.00
|
May 25, 2035
|
___________________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II”. The Class R-2 Certificates will be the sole
class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance and, 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.
|
|
Uncertificated
REMIC II
Pass-Through Rate
|
Initial Uncertificated
Principal Balance
|
Latest Possible
Maturity Date (1)
|
|
AA
|
Variable(2)
|
$
|
530,158,662.63
|
May 25, 2035
|
|
A-1
|
Variable(2)
|
$
|
2,594,210.00
|
May 25, 2035
|
|
A-2
|
Variable(2)
|
$
|
1,298,370.00
|
May 25, 2035
|
|
A-3
|
Variable(2)
|
$
|
521,800.00
|
May 25, 2035
|
|
M-1
|
Variable(2)
|
$
|
408,440.00
|
May 25, 2035
|
|
M-2
|
Variable(2)
|
$
|
221,800.00
|
May 25, 2035
|
|
M-3
|
Variable(2)
|
$
|
54,100.00
|
May 25, 2035
|
|
M-4
|
Variable(2)
|
$
|
48,690.00
|
May 25, 2035
|
|
M-5
|
Variable(2)
|
$
|
40,570.00
|
May 25, 2035
|
|
M-6
|
Variable(2)
|
$
|
37,870.00
|
May 25, 2035
|
|
M-7
|
Variable(2)
|
$
|
27,050.00
|
May 25, 2035
|
|
M-8
|
Variable(2)
|
$
|
45,980.00
|
May 25, 2035
|
|
ZZ
|
Variable(2)
|
$
|
5,520,684.54
|
May 25, 2035
|
|
IO
|
(2)
|
|
(3)
|
May 25, 2035
|
|
P
|
0.00%
|
$
|
100.00
|
May 25, 2035
|
___________________________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC II
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC II Regular Interest IO 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 III
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The Class R-3 Certificates will represent
the sole class of Residual Interests in REMIC III for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the designation, Pass-Through Rate, Initial Certificate
Principal Balance (or initial Uncertificated Principal Balance, in
the case of the Class CE, P and IO Interests) and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more
of the Regular Interests in REMIC III created hereunder.
Each Certificate, other than the
Class P Certificate, the Class CE Certificate and the Class R
Certificates, represents ownership of a Regular Interest in REMIC
III and also represents (i) the right to receive payments with
respect to the Basis Risk Shortfall Carry Forward Amount (as
defined herein) and (ii) the obligation to pay Class IO
Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement
to principal of such Certificate.
|
|
|
Initial Certificate or
Uncertificated
Principal Balance
|
Latest Possible Maturity Date(1)
|
|
A-1(2)
|
Variable(3)
|
$
|
259,421,000.00
|
May 25, 2035
|
|
A-2(2)
|
Variable(3)
|
$
|
129,837,000.00
|
May 25, 2035
|
|
A-3(2)
|
Variable(3)
|
$
|
52,180,000.00
|
May 25, 2035
|
|
M-1(2)
|
Variable(3)
|
$
|
40,844,000.00
|
May 25, 2035
|
|
M-2(2)
|
Variable(3)
|
$
|
22,180,000.00
|
May 25, 2035
|
|
M-3(2)
|
Variable(3)
|
$
|
5,410,000.00
|
May 25, 2035
|
|
M-4(2)
|
Variable(3)
|
$
|
4,869,000.00
|
May 25, 2035
|
|
M-5(2)
|
Variable(3)
|
$
|
4,057,000.00
|
May 25, 2035
|
|
M-6(2)
|
Variable(3)
|
$
|
3,787,000.00
|
May 25, 2035
|
|
M-7(2)
|
Variable(3)
|
$
|
2,705,000.00
|
May 25, 2035
|
|
M-8(2)
|
Variable(3)
|
$
|
4,598,000.00
|
May 25, 2035
|
|
Class CE Interest
|
Variable(3)(4)
|
$
|
11,090,227.17
|
May 25, 2035
|
|
Class P Interest
|
0.00%(5)
|
$
|
100.00
|
May 25, 2035
|
|
Class IO Interest
|
(6)
|
|
(7)
|
May 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
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC III
Regular Interest.
|
|
(2)
|
This Class of Certificates
represents ownership of a Regular Interest in REMIC III. Any amount
distributed on this Class of Certificates on any Distribution Date
in excess of the amount distributable on the related Regular
Interest in REMIC III on such Distribution Date shall be treated
for federal income tax purposes as having been paid from the
Reserve Fund or the Swap Account, as applicable, and any amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date in excess of the amount distributable on such
Class of Certificates on such Distribution Date shall be treated as
having been paid to the Swap Account, all pursuant to and as
further provided in Section 3.20 hereof.
|
|
(3)
|
Calculated in accordance with the
definition of “Pass-Through Rate” herein. Each Regular
Interest in REMIC III (other than the Class CE, P and IO Interests)
which corresponds to a Certificate will have the same Pass-Through
Rate as such Certificate, except with respect to the Net Rate Cap.
The Net Rate Cap for each such Regular Interest in REMIC III and
Certificate is specified in the definition of “Net Rate
Cap”.
|
|
(4)
|
The Class CE Interest will accrue
interest at its variable Pass-Through Rate on the Uncertificated
Notional Amount of the Class CE Interest outstanding from time to
time which shall equal the aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests (other than REMIC II
Regular Interest P). The Class CE Interest will not accrue interest
on its Uncertificated Principal Balance.
|
|
(5)
|
The Class P Interest is not entitled
to distributions in respect of interest.
|
|
(6)
|
For federal income tax purposes, the
Class IO Interest will not have a Pass-Through Rate, but will be
entitled to 100% of the amounts distributed on REMIC II Regular
Interest IO.
|
|
(7)
|
For federal income tax purposes, the
Class IO Interest will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the
Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC IV
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The following table 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 the indicated Class of Certificates that represents
a Regular Interest in REMIC IV created hereunder:
|
|
|
Initial Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
CE
|
Variable(2)
|
$ 11,090,227.17
|
May 25, 2035
|
_______________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The Class CE Certificates will
receive 100% of amounts received in respect of the Class CE
Interest.
|
REMIC V
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The following table 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 the indicated Class of Certificates that represents
a Regular Interest in REMIC V created hereunder:
|
|
|
Initial
Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
May 25, 2035
|
_______________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC VI
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC VI”. The Class R-6 Interest represents the sole
class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.
The following table sets forth the
designation, Pass-Through Rate, initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated class of interests that represents a
Regular Interest in REMIC VI created hereunder:
|
|
|
Initial Uncertificated Principal
Balance
|
Latest Possible
Maturity Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
May 25, 2035
|
_______________
|
(1)
|
For purposes of Section
1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution
Date immediately following the maturity date for the Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for REMIC VI Regular
Interest IO.
|
|
(2)
|
REMIC VI Regular Interest IO will be
held as an asset of the Swap Account established by the Swap
Administrator.
|
|
(3)
|
REMIC VI Regular Interest IO will
not have a Pass-Through Rate, but will receive 100% of amounts
received in respect of the Class IO Interest.
|
|
(4)
|
REMIC VI Regular Interest IO will
not have an Uncertificated Principal Balance, but will have a
notional amount equal to the Uncertificated Notional Amount of the
Class IO Interest.
|
The Trust Fund shall be named, and
may be referred to as, the “Bear Stearns Asset Backed
Securities I Trust 2005-TC1.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates,
Series 2005-TC1” (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 Seller 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 Servicing
Practices : With respect
to each 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 Reserve Fund,
the Class P Certificate Account and the Protected
Account.
Accrual Period
: With respect to the Certificates
(other than the Class CE, Class P and the Residual Certificates)
and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the
first Accrual Period, the Closing Date) to and including the day
prior to such Distribution Date. With respect to the Class CE
Certificates and any Distribution Date, the calendar month
immediately preceding such Distribution Date. All calculations of
interest on the Certificates (other than the Class CE, Class P and
the Residual Certificates) will be made on the basis of the actual
number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Certificates will be made
on the basis of a 360-day year consisting of twelve 30-day
months.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Master Servicer as provided in Section 5.01 hereof.
Affected Party
: As defined in the Swap
Agreement.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Adjustable Rate Mortgage
Loan : Each of the
Mortgage Loans identified in the Mortgage Loan Schedule as having a
Mortgage Rate that is subject to adjustment.
Adjustment Date
: With respect to each Adjustable
Rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date following
the Cut-off Date as to each Adjustable Rate Mortgage Loan is set
forth in the Mortgage Loan Schedule.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the 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, Subsequent
Recoveries 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 Distribution Date and a Class of Class A Certificates and Class
M Certificates, the sum of the Realized Losses with respect to the
Mortgage Loans which have been applied in reduction of the
Certificate Principal Balance of a Class of Certificates pursuant
to Section 5.05 of this Agreement which have not previously been
reimbursed or reduced by any Subsequent Recoveries applied to such
Applied Realized Loss Amount.
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.
Basis Risk Shortfall Carry
Forward Amount : With
respect to any Distribution Date and any Class of Class A
Certificates and Class M Certificates, an amount equal to the sum
of (A) the excess, if any, of (a) the amount of Current Interest
that such Class would have been entitled to receive on such
Distribution Date had the Pass-Though Rate applicable to such Class
been calculated at a per annum rate equal to One-Month LIBOR plus
the related Certificate Margin, over (b) the amount of Current
Interest that such Class received on such Distribution Date if the
Pass-Through Rate is limited to the Net Rate Cap and (B) the amount
in clause (A) for all previous Distribution Dates not previously
paid, together with interest thereon at a rate equal to the related
Pass-Through Rate for such Distribution Date.
Bankruptcy Code
: Title 11 of the United States
Code.
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 6.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class M-8, Class CE and Class P
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, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the
Trustee or the principal office of 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 Trustee in substantially
the forms attached hereto as Exhibits A-1 through A-5.
Certificate Margin
: With respect to the Class A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-1, 0.110% per annum.
With respect to the Class A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-2, 0.230% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.460% per annum in the case of each Distribution Date
thereafter.
With respect to the Class A-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-3, 0.340% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.680% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-1, 0.440% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.660% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-2, 0.650% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.975% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-3, 0.700% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.050% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-4, 1.200% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.800% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-5, 1.300% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.950% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-6, 1.700% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 2.550% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-7, 3.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 4.500% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-8
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-8, 3.000% per annum in the
case of each Distribution Date
through and including the first possible Optional Termination Date
and 4.500% per annum in the case of each Distribution Date
thereafter.
Certificate Notional
Amount : With respect to
the Class CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Mortgage Loans as of
the beginning of the related Due Period. The initial Certificate
Notional Amount of the Class CE Certificates shall be
$540,978,227.17. For federal income tax purposes, the Certificate
Notional Amount for any Distribution Date shall be an amount equal
to the aggregate Uncertificated Principal Balance of the REMIC II
Regular Interests (other than REMIC II Regular Interest P) for such
Distribution Date.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Certificate (other than any Class CE Certificate or Class R
Certificate) and as of any Distribution Date, the Initial
Certificate Principal Balance of such Certificate plus, in the case
of a Class A Certificate and Class M Certificate, any Subsequent
Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 5.04(b), less the sum of (i) all
amounts distributed with respect to such Certificate in reduction
of the Certificate Principal Balance thereof on previous
Distribution Dates pursuant to Section 5.04, and (ii) any Applied
Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates.
Certificate Register
: The register maintained pursuant
to Section 6.02 hereof.
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).
Class : All Certificates bearing the same Class
designation as set forth in Section 6.01 hereof.
Class A Certificates
: Any of the Class A-1, Class A-2
and Class A-3 Certificates.
Class A Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
Principal Distribution Amount for such Distribution Date and (y)
the excess, if any, of (i) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1)
63.20% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and
(b) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus
$2,704,891.
Class A-1 Certificate
: Any Certificate designated as a
“Class 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 A-1
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-2 Certificate
: Any Certificate designated as a
“Class 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 A-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-3 Certificate
: Any Certificate designated as a
“Class 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 A-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class CE Certificate
: Any Certificate designated as a
“Class CE 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 CE Certificates
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the
obligation to pay Basis Risk Shortfall Amounts and Swap Termination
Payments and (iii) the right to receive the Class IO Distribution
Amount.
Class CE Distribution
Amount : With respect to
any Distribution Date, the sum of (i) the Current Interest for the
Class CE Interest for such Distribution Date, (ii) any
Overcollateralization Release Amount for such Distribution Date and
(iii) without duplication, any Subsequent Recoveries not
distributed to the Class A Certificates and Class M Certificates on
such Distribution Date; provided, however that on any Distribution
Date after the Distribution Date on which the Certificate Principal
Balances of the Class A Certificates and Class M Certificates have
been reduced to zero, the Class CE Distribution Amount shall
include the Overcollateralization Amount.
Class CE Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class CE Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class IO Distribution
Amount : As defined in
Section 3.20 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the
amount payable to the Swap Administrator on such Distribution Date
in excess of the amount payable on REMIC VI Regular Interest IO on
such Distribution Date, all as further provided in Section 3.20
hereof.
Class IO Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of REMIC VI
Regular Interest IO, evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
Class M Certificates
: Any of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-1
Certificates as set forth herein and evidencing (i) a
Regular Interest in REMIC III, (ii)
the right to receive the Basis Risk Shortfall Carry Forward Amount
and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-1 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
(y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 78.30% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period, and (2) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period
minus $2,704,891.
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-2 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
the Class M-1 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (3) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 86.50% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period minus $2,704,891.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-3 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount and the Class M-2
Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into
account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4)
the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 88.50% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period, and (2) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period
minus $2,704,891.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-4
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-4 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
90.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus
$2,704,891.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-5
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-5 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution
Amount on such Distribution
Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account
the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the distribution
of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the
Class M-4 Principal Distribution Amount on such Distribution Date)
and (6) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 91.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period minus $2,704,891.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-6
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-6 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class
M-5 Principal Distribution Amount and (y) the excess, if any, of
(a) the sum of (1) the aggregate Certificate Principal Balance of
the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution
Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
93.20% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus
$2,704,891.
Class M-7 Certificate
: Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-7
Certificates as set forth herein and evidencing (i) a
Regular Interest in REMIC III, (ii)
the right to receive the Basis Risk Shortfall Carry Forward Amount
and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-7 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount and the Class M-6 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account
the distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of
the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the distribution
of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 94.20% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period, and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due
Period minus $2,704,891.
Class M-8 Certificate
: Any Certificate designated as a
“Class M-8 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-8
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-8 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount, the Class M-6 Principal Distribution
Amount and the Class M-7 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account
the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the
distribution of the Class M-2
Principal Distribution Amount on
such Distribution Date), (4) the Certificate Principal Balance of
the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (5) the Certificate Principal Balance of the
Class M-4 Certificates (after taking into account the distribution
of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account the distribution of the
Class M-5 Principal Distribution Amount on such Distribution Date)
(7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (8) the
Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution
Amount on such Distribution Date), and (9) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior
to such Distribution Date, over (b) the lesser of (1) the product
of (x) 95.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period, and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period minus
$2,704,891.
Class P Certificate
: Any Certificate designated as a
“Class P Certificate” on the face thereof, in the form
of Exhibit A-3 hereto, representing the right to its Percentage
Interest of distributions provided for the Class P Certificates as
set forth herein and evidencing a Regular Interest in REMIC
V.
Class P Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class P Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class P Certificate
Account : The separate
Eligible Account created and maintained by the Trustee pursuant to
Section 4.05 in the name of the Trustee for the benefit of the
Class P Certificateholders.
Class R-1 Certificate
: Any Certificate designated a
“Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC I and representing the right to the Percentage
Interest of distributions provided for the Class R-1 Certificates
as set forth herein.
Class R-2 Certificate
: Any Certificate designated a
“Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC II and representing the right to the Percentage
Interest of distributions provided for the Class R-2 Certificates
as set forth herein.
Class R-3 Certificate
: Any Certificate designated a
“Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC III and representing the right to the Percentage
Interest of distributions provided for the Class R-3 Certificates
as set forth herein.
Class RX Certificate
: Any Certificate designated a
“Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the
Class R-4
Interest, Class R-5 Interest and
Class R-6 Interest and representing the right to the Percentage
Interest of distributions provided for the Class RX Certificates as
set forth herein.
Class R-4 Interest
: The uncertificated Residual
Interest in REMIC IV.
Class R-5 Interest
: The uncertificated Residual
Interest in REMIC V.
Class R-6 Interest
: The uncertificated Residual
Interest in REMIC VI.
Closing Date
: May 31, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Compensating Interest
: An amount, not to exceed the
Servicing Fee, to be deposited in the Protected Account by the
Master Servicer to the payment of a Prepayment Interest Shortfall
on a Mortgage Loan subject to this Agreement.
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 135
South LaSalle Street, Suite 1625, Chicago, Illinois, 60603
Attention: Global Securities and Trust Services Group - Bear
Stearns Asset Backed Securities I LLC, Series 2005-TC1, or at such
other address as the Trustee may designate from time to
time.
Corresponding
Certificate : With
respect to each REMIC II Regular Interest (other than REMIC II
Regular Interests AA, ZZ, IO and P), the Certificate with the
corresponding designation. With respect to each REMIC III Regular
Interest (other than the Class CE Interest, the Class P Interest
and the Class IO Interest), the related Certificate respresenting
an ownership therein.
Current Interest
: As of any Distribution Date, with
respect to the Certificates and interests of each class (other than
the Class P Certificates, Class P Interest, the Residual Interests
and the Residual Certificates), (i) the interest accrued on the
Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related
Accrual Period at the applicable Pass-Through Rate plus any amount
previously distributed with respect to interest for such
Certificate or interest that has been recovered as a voidable
preference by a trustee in bankruptcy minus (ii) the sum of (a) any
Prepayment Interest Shortfall for such Distribution Date, to the
extent not covered by Compensating Interest and (b) any Relief Act
Interest Shortfalls during the related Due Period, provided,
however, that for purposes of calculating Current Interest for any
such class, amounts specified in clause (ii) hereof for any such
Distribution Date shall be allocated first to the Class CE
Certificates and Residual Certificates in reduction of amounts
otherwise distributable to such Certificates on such Distribution
Date and then any excess shall be allocated to each Class of Class
A Certificates and Class M Certificates pro rata based on
the respective amounts of interest accrued pursuant to clause (i)
hereof for each such Class on such Distribution Date.
Current Specified Enhancement
Percentage : With respect
to any Distribution Date, the percentage obtained by dividing (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class M Certificates and (ii) the Overcollateralization Amount, in
each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the end of the
related Due Period.
Custodial Agreement
: An agreement, dated as of May 31,
2005, among the Depositor, EMC, as a seller, Master Funding as a
seller, the Master Servicer, the Trustee and the Custodian in
substantially the form of Exhibit J hereto.
Custodian : LaSalle 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.
The aggregate Cut-off Date Principal Balance of the Mortgage Loans
is $540,978,227.17.
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.
Defaulting Party
: As defined in the Swap
Agreement.
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 6.06.
Deleted Mortgage Loan
: A Mortgage Loan replaced or to be
replaced by a Replacement Mortgage Loan.
Delinquency Event
: A Delinquency Event shall have
occurred and be continuing if at any time, (x) the percent
equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Mortgage Loans that are 60 days or
more Delinquent (including for this purpose any such Mortgage Loans
in bankruptcy or foreclosure and Mortgage Loans with respect to
which the related Mortgaged Property is REO Property), and the
denominator of
which is the aggregate Stated
Principal Balance of all of the Mortgage Loans as of the last day
of the related Due Period exceeds (y) 43% of the Current Specified
Enhancement Percentage.
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.
Distribution Account
: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 4.04 in
the name of the Trustee for the benefit of the Certificateholders
designated “LaSalle Bank National Association, in trust for
registered holders of Bear Stearns Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2005-TC1”. Funds in the
Distribution Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit
Date : The Business Day
prior to each 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, as evidenced in writing. 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, and its successors and assigns, in its capacity as a
seller of the Mortgage Loans to the Depositor.
EMC Mortgage Loans
: The Mortgage Loans identified as
such on the Mortgage Loan Schedule for which EMC is the applicable
Seller.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA Restricted
Certificates : Prior to
the termination of the Swap Agreement, all of the Certificates.
Subsequent to the termination of the Swap Agreement, any of the
Class M-8, Class CE, Class P, and Residual Certificates.
Event of Default
: As defined in Section 8.01
hereof.
Excess Cashflow
: With respect to any Distribution
Date, an amount, if any, equal to the sum of (a) the Remaining
Excess Spread for such Distribution Date and (b) the
Overcollateralization Release Amount for such Distribution
Date.
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, the excess, if any, of (i) the Interest Funds for such
Distribution Date over (ii) the sum of the Current Interest on the
Class A Certificates and Class M Certificates and Interest Carry
Forward Amounts on the Class A Certificates (other than Interest
Carry Forward Amounts paid pursuant to Section 5.04(a)(4)(A)), in
each case for such Distribution Date.
Exemption : Prohibited Transaction Exemption 90-30, as
amended from time to time.
Extra Principal Distribution
Amount : With respect to
any Distribution Date, the lesser of (i) the excess, if any, of the
Overcollateralization Target Amount for such Distribution Date over
the Overcollateralization Amount for such Distribution Date (after
giving effect to distributions of principal on the Certificates
other than any Extra Principal Distribution Amount) and (ii) the
Excess Spread for such Distribution Date.
Fannie Mae
: Fannie Mae (formerly, Federal
National Mortgage Association), or any successor
thereto.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
Final Certification
: The certification substantially in
the form of Exhibit Three to the Custodial Agreement.
Final Recovery
Determination : With
respect to any defaulted Mortgage Loan or any REO Property (other
than a Mortgage Loan or REO Property purchased by EMC (on its own
behalf as a seller and on behalf of Master Funding) pursuant to or
as contemplated by Section 2.03(c) or Section 10.01), a
determination made by the Master Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries
which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so
recovered. The Trustee shall maintain records, based solely on
information provided by the Master Servicer, of each Final Recovery
Determination made thereby.
FIRREA : The Financial Institutions Reform, Recovery,
and Enforcement Act of 1989.
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 1 to November 30, as applicable.
Fitch : Fitch, Inc. and any successor
thereto.
Freddie Mac
: Federal Home Loan Mortgage
Corporation, or any successor thereto.
Global Certificate
: Any Private Certificate registered
in the name of the Depository or its nominee, beneficial interests
in which are reflected on the books of the Depository or on
the
books of a Person maintaining an
account with such Depository (directly or as an indirect
participant in accordance with the rules of such
depository).
Gross Margin
: With respect to each Adjustable
Rate Mortgage Loan, the fixed percentage set forth in the related
Mortgage Note that is added to the Index on each Adjustment Date in
accordance with the terms of the related Mortgage Note used to
determine the Mortgage Rate for such Mortgage Loan.
Indemnified Persons
: The Trustee, the Master Servicer,
the Trust Fund and their officers, directors, agents and employees
and, with respect to the Trustee, any separate co-trustee and its
officers, directors, agents and employees.
Index : With respect to each Adjustable Rate Mortgage
Loan and with respect to each related Adjustment Date, the index as
specified in the related Mortgage Note.
Individual Certificate
: Any Private Certificate registered
in the name of the Holder other than the Depository or its
nominee.
Initial Certification
: The certification substantially in
the form of Exhibit One to the Custodial Agreement.
Initial Certificate Principal
Balance : With respect to
any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate on the Closing
Date.
Institutional Accredited
Investor : Any Person
meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act or any entity all of the
equity Holders in which come within such paragraphs.
Insurance Proceeds
: Proceeds paid in respect of the
Mortgage Loans pursuant to any Insurance Policy and any other
insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the
Master 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 Master 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 any insurance
policy with respect to the Mortgage Loans.
Interest Carry Forward
Amount : As of any
Distribution Date and with respect to each Class of Certificates
(other than the Class CE, Class P and the Residual Certificates),
the sum of (i) the excess of (a) the Current Interest for such
Class with respect to such Distribution Date and any prior
Distribution Dates over (b) the amount actually distributed to such
Class of Certificates with respect to interest on such Distribution
Dates and (ii) interest thereon (to the extent permitted by
applicable law) at the applicable Pass-Through Rate for such Class
for the related Accrual Period including the Accrual Period
relating to such Distribution Date.
Interest Determination
Date : Shall mean the
second LIBOR Business Day preceding the commencement of each
Accrual Period.
Interest Funds
: With respect any Distribution Date
(i) the sum, without duplication, of (a) all scheduled interest
during the related Due Period with respect to the Mortgage Loans
less the Servicing Fee, the Trustee Fee and the LPMI Fee, if any,
(b) all Advances relating to interest with respect to the Mortgage
Loans made on or prior to the related Distribution Account Deposit
Date, (c) all Compensating Interest with respect to the Mortgage
Loans and required to be remitted by the Master Servicer pursuant
to this Agreement with respect to such Distribution Date, (d)
Liquidation Proceeds and Subsequent Recoveries with respect to the
Mortgage Loans collected during the related Prepayment Period (to
the extent such Liquidation Proceeds and Subsequent Recoveries
relate to interest), and (e) all amounts relating to interest with
respect to each Mortgage Loan repurchased by EMC (on its own behalf
as a Seller and on behalf of Master Funding) pursuant to Sections
2.02 and 2.03 and by the Master Servicer pursuant to Section 3.18,
in each case to the extent remitted by the Master Servicer to the
Distribution Account pursuant to this Agreement, minus (ii) all
amounts relating to interest required to be reimbursed pursuant to
Sections 4.02 and 4.05 or as otherwise set forth in this Agreement,
and (iii) any Net Swap Payments or Swap Termination Payments (not
due to a Swap Provider Trigger Event) owed to the Swap
Administrator for payment to the Swap Provider.
Interim Certification
: The certification substantially in
the form of Exhibit Two to the Custodial Agreement.
LaSalle : LaSalle Bank National Association, and any
successor thereto.
Last Scheduled Distribution
Date : Solely for
purposes of the face of the Certificates as follows: with respect
to the Certificates, other than the Class A-1 Certificates and
Class A-2 Certificates, the Distribution Date in May 2035; with
respect to the Class A-1 Certificates and Class A-2 Certificates,
the Distribution Date in August 2026 and October 2032,
respectively.
Latest Possible Maturity
Date : The Distribution
Date in the month following the final scheduled maturity date of
the Mortgage Loan in the Trust Fund having the latest scheduled
maturity date as of the Cut-off Date. For purposes of the Treasury
regulations under Code Sections 860A through 860G, the latest
possible maturity date of each Regular Interest issued by REMIC I,
REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI shall be the
Latest Possible Maturity Date.
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.
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 Master 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-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 5.05(b) hereof.
LPMI Fee : 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 Master Servicer or the related
subservicer of the related Mortgage Loan is responsible for the
payment of the LPMI Fee thereunder from collections on the related
Mortgage Loan.
Majority Class CE
Certificateholder : The
Holder of a 50.01% or greater Percentage Interest in the Class CE
Certificates.
Marker Rate
: With respect to the Class CE
Interest and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC II
Pass-Through Rates for the REMIC II Regular Interests (other than
REMIC II Regular Interests AA, IO and P), with the rate on each
such REMIC II Regular Interest (other than REMIC II Regular
Interest ZZ) subject to a cap equal to the lesser of (i) the
One-Month LIBOR Pass-Through Rate for the Corresponding Certificate
and (ii) the Net Rate Cap for the REMIC III Regular Interest the
ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date, and
with the rate on REMIC II Regular Interest ZZ subject to a cap of
zero for the purpose of this calculation.
Master Funding
: Master Funding LLC, a Delaware
limited liability company, and its successors and assigns, in its
capacity as the seller of the Master Funding Mortgage Loans to the
Depositor.
Master Funding Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule for which
Master Funding is the applicable Seller.
Master Servicer
: EMC Mortgage Corporation, 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
Master Servicer 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 EMC following a negotiation in good faith to
determine how to comply with any such new requirements.
Maximum Mortgage Rate
: With respect to each Adjustable
Rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the maximum Mortgage Rate thereunder.
Maximum Uncertificated Accrued
Interest Deferral Amount : With respect to any Distribution Date, the
excess of (i) accrued interest at the Uncertificated REMIC II
Pass-Through Rate applicable to REMIC II Regular Interest ZZ for
such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC II Regular Interest ZZ minus the REMIC
II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) the aggregate amount of Uncertificated Accrued
Interest for such Distribution Date on the REMIC II Regular
Interests (other than REMIC II Regular Interests AA, ZZ, IO and P),
with the rate on each such REMIC II Regular Interest subject to a
cap equal to the lesser of (x) the One-Month LIBOR Pass Through
Rate for the Corresponding Certificate and (y) the Net Rate Cap for
the REMIC III Regular Interest the ownership of which is
represented by the Corresponding Certificate for the purpose of
this calculation for such Distribution Date.
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.
Minimum Mortgage Rate
: With respect to each Adjustable
Rate Mortgage Loan, the percentage set forth in the related
Mortgage Note as the minimum Mortgage Rate thereunder.
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 Statement
: The statement delivered to the
Certificateholders pursuant to Section 5.06.
Moody’s
: Moody’s Investors Service,
Inc., and any successor thereto.
Mortgage : The mortgage, deed of trust or other
instrument creating a first or second lien on or first or second
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 Custodian to be added to
the Mortgage File pursuant to this Agreement and the Custodial
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.
Mortgage Loan Purchase
Agreement : The Mortgage
Loan Purchase Agreement, dated as of May 31, 2005, among EMC, as a
seller, Master Funding, as a seller and the Depositor, as purchaser
in the form attached hereto as Exhibit L.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 10.01, to be paid in connection
with the repurchase of the Mortgage Loans pursuant to Section
10.01.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by EMC 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 Mortgage Loan identifying
number;
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(ii)
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the current gross mortgage
rate;
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(iii)
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the Servicing Fee Rate;
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(iv)
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the master servicing fee rate, if
applicable;
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(v)
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the LPMI Fee, if
applicable;
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(vi)
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the Trustee Fee Rate;
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(vii)
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the current net mortgage
rate;
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(viii)
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the maturity date;
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(ix)
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the original principal
balance;
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(x)
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the current principal
balance;
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(xi)
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the stated original term to
maturity;
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(xii)
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the stated remaining term to
maturity;
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(xiii)
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the property type;
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(xiv)
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the MIN with respect to each MOM
Loan;
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(xv) with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage
Rate;
(xvi) with
respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Rate;
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(xvii)
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with respect to each Adjustable Rate
Mortgage Loan, the Gross Margin;
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(xviii) with
respect to each Adjustable Rate Mortgage Loan, the next Adjustment
Date;
(xix) with
respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
Cap; and
(xx) a
code indicating whether the Mortgage Loan is an EMC Mortgage Loan
or a Master Funding Mortgage Loan.
Such schedule shall also set forth
the aggregate Cut-off Date Principal Balance for all of the
Mortgage Loans.
Mortgage Note
: The original executed note or
other evidence of indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate
: With respect to each fixed rate
Mortgage Loan, the rate set forth in the related Mortgage Note.
With respect to each Adjustable Rate Mortgage Loan, the annual rate
at which interest accrues on such Mortgage Loan from time to time
in accordance with the provisions of the related Mortgage Note,
which rate (A) as of any date of determination until the first
Adjustment Date following the Cut-off Date shall be the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next
highest or nearest 0.125% (as provided in the Mortgage Note), of
the Index, determined as set forth in the related Mortgage Note,
plus the related Gross Margin subject to the limitations set forth
in the related Mortgage Note. With respect to each Mortgage Loan
that becomes an REO Property, as of any date of determination, the
annual rate determined in accordance with the immediately preceding
sentence as of the date such Mortgage Loan became an REO
Property.
Mortgaged Property
: The underlying property securing a
Mortgage Loan.
Mortgagor : The obligors on a Mortgage Note.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate less the
sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and
(iii) the rate at which the LPMI Fee is calculated, if
any.
Net Rate Cap
: With respect to any Distribution
Date and the Class A-1, Class A-2, Class A-3 and Class M
Certificates , the excess of (A) a per annum rate equal to the
product of (x) the weighted average of the Net Mortgage Rates on
the then outstanding Mortgage Loans, weighted based on the Stated
Principal Balances of such Mortgage Loans as of the related Due
Date prior to giving effect to any reduction in the Stated
Principal Balances of such Mortgage Loans on such Due Date, and (y)
a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Accrual
Period, over (B) the sum of (1) an amount, expressed as a per annum
rate, equal to the Net Swap Payment payable to the Swap Provider on
such Distribution Date, divided by the aggregate outstanding Stated
Principal Balance of the Mortgage Loans as of the related Due Date
prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, multiplied by 12,
and (2) an amount equal to the Swap Termination Payment not due to
a Swap Provider Trigger Event payable to the Swap Provider, divided
by the aggregate outstanding Stated Principal Balance of the
Mortgage Loans as of the related Due Date prior to giving effect to
any reduction in the Stated Principal Balances of such Mortgage
Loans on such Due Date, multiplied by 12. With respect to any
Distribution Date and the REMIC III Regular Interests the ownership
of which is represented by the Class A-1, Class A-2, Class A-3 and
Class M Certificates, a per annum rate equal to the weighted
average (adjusted for the actual number of days elapsed in the
related Accrual Period) of the Uncertificated REMIC II Pass-Through
Rates on the REMIC II Regular Interests (other than REMIC II
Regular Interests IO and P), weighted on the basis of the
Uncertificated Principal Balances of each such REMIC II Regular
Interest immediately prior to such Distribution Date.
Net Swap Payment
: With respect to each Distribution
Date, the net payment required to be made pursuant to the terms of
the Swap Agreement by either the Swap Provider or the Swap
Administrator, which net payment shall not take into account any
Swap Termination Payment.
Non Book-Entry
Certificate : Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable Advance
: Any portion of an Advance
previously made or proposed to be made by the Master Servicer
pursuant to this Agreement, that, in the good faith judgment of the
Master 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
: With respect to each Distribution
Date and the Swap Agreement, the notional amount for the related
calculation period as set forth in the related schedule set forth
in Exhibit M.
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 and/or the Trustee, as the case may be, as
required by this Agreement.
One-Month LIBOR
: With respect to any Accrual
Period, the rate determined by the Trustee 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 Accrual Period shall equal 3.090% 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 Trustee),
One-Month LIBOR for the applicable Accrual Period will be the
Reference Bank Rate. If no such quotations can be obtained by the
Trustee and no Reference Bank Rate is available, One-Month LIBOR
will be One-Month LIBOR applicable to the preceding Accrual Period.
The establishment of One-Month LIBOR on each Interest Determination
Date by the Trustee and the Trustee’s calculation of the rate
of interest applicable to the Class A Certificates and Class M
Certificates for the related Accrual Period shall, in the absence
of manifest error, be final and binding.
One-Month LIBOR Pass-Through
Rate : With respect to
the Class A-1 Certificates and, for purposes of the definition of
“Marker Rate” and “Maximum Uncertificated Accrued
Interest Deferral Amount”, REMIC II Regular Interest A-1, a
per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class A-2
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest A-2, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class A-3
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest A-3, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-1
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-1, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-2
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-2, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-3
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-3, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-4
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-4, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-5
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-5, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-6
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-6, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-7
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-7, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
With respect to the Class M-8
Certificates and, for purposes of the definition of “Marker
Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, REMIC II Regular Interest M-8, a per annum
rate equal to One-Month LIBOR plus the related Certificate
Margin.
Opinion of Counsel
: A written opinion of counsel, who
may be counsel for EMC, the Depositor or the Master Servicer,
reasonably acceptable to each addressee of such opinion; provided
that with respect to Section 2.05, 7.05, 7.07 or 11.01, or the
interpretation or application of the REMIC Provisions, such counsel
must (i) in fact be independent of EMC, Depositor and the Master
Servicer, (ii) not have any direct financial interest in EMC, the
Depositor or the Master Servicer or in any affiliate of either, and
(iii) not be connected with EMC, the Depositor or the Master
Servicer as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar
functions.
Optional Termination
: The termination of the Trust Fund
created hereunder as a result of the purchase of all of the
Mortgage Loans and any REO Property pursuant to the last sentence
of Section 10.01 hereof.
Optional Termination
Date : The Distribution
Date on which the Stated Principal Balance of all of the Mortgage
Loans is equal to or less than 10% of the Stated Principal Balance
of all of the Mortgage Loans as of the Cut-off Date.
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.
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 Trustee or delivered to the Trustee for
cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have
been executed and delivered by the Trustee pursuant to this
Agreement.
Outstanding Mortgage
Loan : As of any 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.
Overcollateralization
Amount : With respect to
any Distribution Date, the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (including any reduction due to Realized Losses)
over the Certificate Principal Balances of the Certificates (other
than the Class CE and Class P Certificates) on such Distribution
Date (after taking into account the payment of principal other than
any Extra Principal Distribution Amount on such
Certificates).
Overcollateralization Release
Amount : With respect to
any Distribution Date, the lesser of (x) the Principal Remittance
Amount for such Distribution Date and (y) the excess, if any, of
(i) the Overcollateralization Amount for such Distribution Date
(assuming that 100% of the Principal Remittance Amount is applied
as a principal payment on such Distribution Date) over (ii) the
Overcollateralization Target Amount for such Distribution Date
(with the amount pursuant to clause (y) deemed to be $0 if the
Overcollateralization Amount is less than or equal to the
Overcollateralization Target Amount on that Distribution
Date).
Overcollateralization Target
Amount : With respect to
any Distribution Date (a) prior to the Stepdown Date, 2.05% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date, (b) on or after the Stepdown Date and if a Trigger
Event is not in effect, the greater of (i) the lesser of (1) 2.05%
of the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date and (2) 4.10% of the then current aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period and (ii) $2,704,891 or (c) on or after
the Stepdown Date and if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding
Distribution Date.
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 the Class A
Certificates and Class M Certificates and any Distribution Date, a
rate per annum equal to the lesser of (i) the related One-Month
LIBOR Pass Through Rate for such Distribution Date and (ii) the Net
Rate Cap for such Distribution Date.
With respect to the Class CE
Interest and any Distribution Date, a rate per annum equal to the
percentage equivalent of a fraction, the numerator of which is the
sum of the amount determined for each REMIC II Regular Interest
(other than REMIC II Regular Interests IO and P) equal to (x) the
excess of the Uncertificated REMIC II Pass-Through Rate for such
REMIC II Regular Interest over the Marker Rate, applied to (y) a
notional amount equal to the
Uncertificated Principal Balance of
such REMIC II Regular Interest, and the denominator of which is the
aggregate Uncertificated Principal Balance of such REMIC II Regular
Interests.
With respect to the Class CE
Certificate, the Class CE Certificate shall not have a Pass-Through
Rate, but Current Interest for such Certificate and each
Distribution Date shall be an amount equal to 100% of the amounts
distributable to the Class CE Interest for such Distribution
Date.
With respect to the Class P
Certificate and the Class P Interest, 0.00% per annum.
With respect to the Class IO
Interest, Class IO Interest shall not have a Pass-Through Rate, but
Current Interest for such interest and each Distribution Date shall
be an amount equal to 100% of the amounts distributable to REMIC II
Regular Interest IO for such Distribution Date.
With respect to REMIC VI Regular
Interest IO, REMIC VI Regular Interest IO shall not have a
Pass-Through Rate, but Current Interest for such Regular Interest
and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to the Class IO Interest for such
Distribution Date.
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 such Class.
Periodic Rate Cap
: With respect to each Adjustable
Rate Mortgage Loan and any Adjustment Date therefor, the fixed
percentage set forth in the related Mortgage Note, which is the
maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the
Mortgage Rate in effect immediately prior to such Adjustment
Date.
Permitted Investments
: At any time, any one or more of
the following obligations and securities:
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(i)
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obligations of the United States or
any agency thereof, provided such obligations are backed by the
full faith and credit of the United States;
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(ii)
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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, as evidenced in
writing;
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(iii)
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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, as evidenced in
writing;
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(iv)
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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, as evidenced in
writing;
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(v)
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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, as evidenced in writing;
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(vi)
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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 (v) above;
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(vii)
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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 short 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;
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(viii)
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interests in any money market fund
(including any such fund managed or advised by the Trustee or any
affiliate thereof) which at the date of acquisition of the
interests in such fund and throughout the time such interests are
held in such fund has the highest applicable short term rating by
each Rating Agency or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by each Rating Agency, as evidenced in
writing;
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(ix)
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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 the Master
Servicer 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, as evidenced in writing;
and
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(x)
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such other investments having a
specified stated maturity and bearing interest or sold at a
discount acceptable to each Rating Agency and 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;
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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
(viii) 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) on 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, REMIC V or REMIC VI 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.
Prepayment Assumption
: The applicable rate of prepayment
as described in the Prospectus Supplement.
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
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, 3.18 or 10.01 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 Trustee Fee, (b) the
Servicing Fee and (c) the LPMI Fee, if any.
Prepayment Period
: As to any Distribution Date, the
period commencing on the 16th day of the month prior to the month
in which the related Distribution Date occurs and ending on the
15th day of the month in which such Distribution Date
occurs.
Primary Mortgage Insurance
Policy : Any primary
mortgage guaranty insurance policy issued in connection with a
Mortgage Loan which provides compensation to a Mortgage Note Holder
in the event of default by the obligor under such Mortgage Note or
the related security instrument, if any or any replacement policy
therefor through the related Accrual Period for such Class relating
to a Distribution Date.
Principal Distribution
Amount : With respect to
each Distribution Date, an amount equal to (x) the Principal Funds
for such Distribution Date plus (y) any Extra Principal
Distribution Amount for such Distribution Date, less (z) any
Overcollateralization Release Amount.
Principal Funds
: With respect to any Distribution
Date, (i) the sum, without duplication, of (a) all scheduled
principal collected during the related Due Period, (b) all Advances
relating to principal made on or before the Distribution Account
Deposit Date, (c) Principal Prepayments exclusive of prepayment
charges or penalties collected during the related Prepayment
Period, (d) the Stated Principal Balance of each Mortgage Loan that
was repurchased by EMC on its own behalf as a Seller and on behalf
of Master Funding) pursuant to Sections 2.02 and 2.03 and by the
Master Servicer pursuant to Section 3.18, (e) the aggregate of all
Substitution Adjustment
Amounts for the related
Determination Date in connection with the substitution of Mortgage
Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds and
Subsequent Recoveries collected during the related Prepayment
Period (to the extent such Liquidation Proceeds and Subsequent
Recoveries relate to principal), in each case to the extent
remitted by the Master Servicer to the Distribution Account
pursuant to this Agreement and (g) amounts in respect of principal
paid by the Majority Class CE Certificateholder or the Master
Servicer, as applicable, pursuant to Section 10.01, minus (ii) all
amounts required to be reimbursed pursuant to Sections 4.02 and
4.05 or as otherwise set forth in this Agreement and (iii) any Net
Swap Payments or Swap Termination Payments (not due to a Swap
Provider Trigger Event) owed to the Swap Administrator for payment
to the Swap Provider to the extent not paid from Interest
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, 3.18 and 10.01 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 Master
Servicer, as appropriate, in accordance with the terms of the
related Mortgage Note.
Principal Remittance
Amount : With respect to
each Distribution Date, the sum of the amounts listed in clauses
(a) through (f) of the definition of Principal Funds.
Private Certificates
: Any of the Class M-8, Class P,
Class CE and Residual Certificates.
Prospectus Supplement
: The Prospectus Supplement dated
May 24, 2005 relating to the public offering of the Class A-1,
Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6 and Class M-7 Certificates.
Protected Account
: The separate Eligible Account
established and maintained by the Master Servicer with respect to
the Mortgage Loans and REO Property in accordance with Section 4.01
hereof.
PUD : A Planned Unit Development.
Purchase Price
: With respect to any Mortgage Loan
(x) required to be repurchased by EMC pursuant to Section 2.02 or
2.03 hereof or (y) that EMC has a right to purchase pursuant to
Section 3.18 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 (or if the related Mortgaged Property was acquired
with respect thereto, 100% of the Outstanding Principal Balance at
the date of the acquisition), 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 (iii) any costs and damages (if any) incurred by
the Trust in connection with any violation of such Mortgage Loan of
any anti-predatory lending laws.
QIB : A Qualified Institutional Buyer as defined in
Rule 144A promulgated under the Securities Act.
Rating Agency
: Each of Moody’s and Standard
and Poor’s. 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 (iii)
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 Master Servicer pursuant to this 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 Certificates or applied
to increase Excess Spread 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, 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 any Distribution
Date and the Certificates (other than the Class M-8, Class CE,
Class P and Residual Certificates), so long as such Classes of
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. With respect to the Class
M-8, Class CE, Class P and Residual Certificates, so long as such
Classes of Certificates remain non Book-Entry Certificates, 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 Trustee 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 Trustee 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 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 Class A Certificates and Class M Certificates for such
Accrual Period, provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean, rounded upwards,
if necessary, to the nearest whole multiple of 0.03125%, of the
rates quoted by one or more major banks in New York City, selected
by the Trustee, as of 11:00 a.m., New York City time, on such date
for loans in 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 Class A Certificates and Class
M Certificates for such 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 similar state law.
Relief Act Interest
Shortfall : With respect
to any Distribution Date and any Mortgage Loan, any reduction in
the amount of interest collectible on such Mortgage Loan for the
most recently ended Due Period as a result of the application of
the Relief Act.
Remaining Excess
Spread : With respect to
any Distribution Date, the Excess Spread less any Extra Principal
Distribution Amount, in each case 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 the
Preliminary Statement and Section 5.07(a).
REMIC Regular
Interests : The REMIC I
Regular Interests and REMIC II Regular Interests.
REMIC I Regular
Interest : Any of the
separate non-certificated beneficial ownership interests in REMIC I
issued hereunder and designated as a Regular Interest in REMIC I.
Each REMIC I Regular Interest shall accrue interest at the related
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. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary
Statement hereto. The REMIC I Regular Interests consist of REMIC I
Regular Interest I-1-A through REMIC I Regular Interest I-60-B and
REMIC I Regular Interest P, each as designated in the Preliminary
Statement hereto.
REMIC II : The segregated pool of assets described in the
Preliminary Statement and Section 5.07(a).
REMIC II Interest Loss Allocation
Amount : With respect to
any Distribution Date, an amount (subject to adjustment based on
the actual number of days elapsed in the respective Accrual Period)
equal to (a) the product of (i) the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties then outstanding
and (ii) the Uncertificated REMIC II Pass-Through Rate for REMIC II
Regular Interest AA minus the Marker Rate, divided by (b)
12.
REMIC II Overcollateralization
Amount : With respect to
any date of determination, (i) 1.00% of the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest P) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC
II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
Regular Interest M-7 and REMIC II Regular Interest M-8, in each
case as of such date of determination.
REMIC II Principal Loss
Allocation Amount : With
respect to any Distribution Date, an amount equal to (a) the
product of (i) the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
a fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2, REMIC II Regular Interest A-3, REMIC
II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
Regular Interest M-7 and REMIC II Regular Interest M-8, and the
denominator of which is the aggregate Uncertificated Principal
Balance of REMIC II Regular Interest A-1, REMIC II Regular Interest
A-2, REMIC II Regular Interest A-3, REMIC II Regular Interest M-1,
REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC
II Regular Interest M-4, REMIC II
Regular Interest M-5, REMIC II
Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
Regular Interest M-8 and REMIC II Regular Interest ZZ.
REMIC II Required
Overcollateralization Amount : 1.00% of the Overcollateralization Target
Amount.
REMIC II Regular
Interest : Any of the
separate non-certificated beneficial ownership interests in REMIC
II issued hereunder and designated as a Regular Interest in REMIC
II. Each REMIC II Regular Interest shall accrue interest at the
related Uncertificated REMIC II 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. The designations for the
respective REMIC II Regular Interests are set forth in the
Preliminary Statement hereto.
REMIC III : The segregated pool of assets described in the
Preliminary Statement and Section 5.07(a).
REMIC III Regular
Interest : The Class CE
Interest, Class P Interest, Class IO Interest or any Regular
Interest in REMIC III the ownership of which is represented by any
of the Class A Certificates or Class M Certificates.
REMIC IV : The segregated pool of assets consisting of
the Class CE Interest conveyed in trust to the Trustee, for the
benefit of the Holders of the Class CE Certificates and the Class
RX Certificate (in respect of the Class R-4 Interest), with respect
to which a separate REMIC election is to be made.
REMIC IV Certificate
: Any Class CE Certificate or Class
RX Certificate (in respect of the Class R-4 Interest).
REMIC V : The segregated pool of assets consisting of
the Class P Interest conveyed in trust to the Trustee, for the
benefit of the Holders of the Class P Certificates and the Class RX
Certificate (in respect of the Class R-5 Interest), with respect to
which a separate REMIC election is to be made.
REMIC V Certificate
: Any Class P Certificate or Class
RX Certificate (in respect of the Class R-5 Interest).
REMIC VI : The segregated pool of assets consisting of
the Class IO Interest conveyed in trust to the Trustee, for the
benefit of the Holders of REMIC VI Regular Interest IO and the
Class RX Certificate (in respect of the Class R-6 Interest), with
respect to which a separate REMIC election is to be
made.
REMIC VI Interests
: The REMIC VI Regular Interest IO
and any Class RX Certificate (in respect of the Class R-6
Interest).
REMIC Opinion
: Shall mean an Opinion of Counsel
to the effect that the proposed action will not cause any of REMIC
I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI to fail to
qualify as a REMIC at any time that any Certificates are
outstanding.
REMIC Provisions
: Provisions of the federal income
tax law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of the Code, and related
provisions, and proposed, temporary and final regulations and
published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time, as
well as provisions of applicable state laws.
Remittance Date
: Shall mean the Business Day
immediately preceding the Distribution Account Deposit
Date.
REO Imputed Interest
: As to any REO Property, for any
calendar month during which such REO Property was at any time part
of REMIC I, one month’s interest at the applicable Net
Mortgage Rate on the Stated Principal Balance of such REO Property
(or, in the case of the first such calendar month, of the related
Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.
REO Property
: A Mortgaged Property acquired by
the Master Servicer through foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage
Loan.
Replacement Mortgage
Loan : A Mortgage Loan or
Mortgage Loans in the aggregate substituted by EMC for a Deleted
Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal
Balance, after deduction of the principal portion of the Scheduled
Payment due in the month of substitution, not in excess of, and not
less than 90% of, the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) if the Replacement Mortgage Loan is a fixed
rate Mortgage Loan, have a fixed Mortgage Rate not less than or
more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan; (iii) have the same or higher credit quality
characteristics than that of the Deleted Mortgage Loan; (iv) have a
Loan-to-Value Ratio no higher than that of the Deleted Mortgage
Loan; (v) have a remaining term to maturity no greater than (and
not more than one year less than) that of the Deleted Mortgage
Loan; (vi) not permit conversion of the Mortgage Rate from a fixed
rate to a variable rate; (vii) have the same lien priority as the
Deleted Mortgage Loan; (viii) constitute the same occupancy type as
the Deleted Mortgage Loan or be owner occupied; (ix) if the
Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have
a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on
the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is
an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not
less than the Minimum Mortgage Rate of the Deleted Mortgage Loan,
(xi) if the Replacement Mortgage Loan is an Adjustable Rate
Mortgage Loan, have a Gross Margin equal to or greater than the
Gross Margin of the Deleted Mortgage Loan, (xii) if the Replacement
Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with
each representation and warranty set forth in Section 7 of the
Mortgage Loan Purchase Agreement and (xiv) the Custodian has
delivered a Final Certification noting no defects or
exceptions.
Request for Release
: The Request for Release to be
submitted by EMC or the Master Servicer to the Custodian
substantially in the form of Exhibit G. Each Request for Release
furnished to the Custodian by EMC or the Master Servicer shall be
in duplicate and shall be executed by an officer of such Person or
a Servicing Officer (or, if furnished electronically to the
Custodian, shall be deemed to have been sent and executed by an
officer of such Person or a Servicing Officer) of the Master
Servicer.
Required Insurance
Policy : With respect to
any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement.
Reserve Fund
: Shall mean the separate trust
account created and maintained by the Trustee pursuant to Section
3.20 hereof.
Residual Certificates
: The Class R-1, Class R-2, Class
R-3 and Class RX Certificates (representing ownership of the Class
R-4 Interest, Class R-5 Interest and Class R-6 Interest), each
evidencing the sole class of Residual Interests in the related
REMIC.
Residual Interest
: The sole class of “residual
interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible Officer
: With respect to the Trustee, any
Vice President, any Assistant Vice President, the Secretary, any
Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other
officer customarily performing functions similar to those performed
by any of the above designated officers or other officers of the
Trustee specified by the Trustee, as to whom, with respect to a
particular matter, such matter is referred because of such
officer’s knowledge of and familiarity with the particular
subject.
S&P : Standard & Poor’s, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.
Scheduled Payment
: The scheduled monthly payment on a
Mortgage Loan due on any Due Date allocable to principal and/or
interest on such Mortgage Loan.
