BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor,
EMC MORTGAGE CORPORATION,
Seller and Company,
LASALLE BANK NATIONAL
ASSOCIATION,
Master Servicer and Securities
Administrator,
and
CITIBANK, N.A.
Trustee
____________________
POOLING AND SERVICING
AGREEMENT
Dated as of July 1, 2005
________________________________________
SACO I TRUST 2005-5
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2005-5
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls.
|
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|
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ARTICLE II
CONVEYANCE OF TRUST FUND
REPRESENTATIONS AND WARRANTIES
|
Section 2.01
|
Conveyance of Trust Fund.
|
|
|
Section 2.02
|
Acceptance of the Group I Loans and
Group II HELOCs.
|
|
Section 2.03
|
Representations, Warranties and
Covenants of the Company, the Master Servicer, the Securities
Administrator and the Seller.
|
|
Section 2.04
|
Representations and Warranties of
the Depositor.
|
|
|
Section 2.05
|
Delivery of Opinion of Counsel in
Connection with Substitutions and Repurchases.
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Section 2.06
|
Countersignature and Delivery of
Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF EMC
MORTGAGE LOANS BY THE COMPANY
|
Section 3.01
|
The Company.
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Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
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Section 3.03
|
Subservicers.
|
|
|
Section 3.04
|
Optional Purchase of Certain
Mortgage Loans.
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Section 3.05
|
Documents, Records and Funds in
Possession of the Company to Be Held for Trustee.
|
|
Section 3.06
|
Maintenance of Hazard
Insurance.
|
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Section 3.07
|
Presentment of Claims and Collection
of Proceeds.
|
|
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Section 3.08
|
Maintenance of the Primary Mortgage
Insurance Policies.
|
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Section 3.09
|
Fidelity Bond, Errors and Omissions
Insurance.
|
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Section 3.10
|
Realization Upon Defaulted Mortgage
Loans; Determination of Excess Liquidation Proceeds and Realized
Losses; Repurchases of Certain Mortgage Loans.
|
|
Section 3.11
|
Servicing Compensation.
|
|
|
Section 3.12
|
REO Property.
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Section 3.13
|
Liquidation Reports.
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|
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Section 3.14
|
Annual Statement as to Compliance;
Annual Certification.
|
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|
Section 3.15
|
Annual Independent Certified Public
Accountants’ Servicing Report.
|
|
Section 3.16
|
Books and Records.
|
|
|
Section
3.17
|
Group II HELOC Additional
Deposit.
|
|
|
|
|
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ARTICLE IV
MASTER SERVICING OF MORTGAGE LOANS
BY MASTER SERVICER
|
Section 4.01
|
Master Servicer.
|
|
|
Section 4.02
|
Monitoring of Company and
Servicers
|
|
|
Section 4.03
|
Fidelity Bond.
|
|
|
Section 4.04
|
Power to Act; Procedures.
|
|
|
Section 4.05
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 4.06
|
Release of Mortgage Files
|
|
|
|
|
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|
Section 4.07
|
Documents, Records and Funds in
Possession of Master Servicer, Company and related Servicer To Be
Held for Trustee.
|
|
Section 4.08
|
Presentment of Claims and Collection
of Proceeds.
|
|
|
Section 4.09
|
Custodians to Retain Possession of
Certain Insurance Policies and Documents.
|
|
Section 4.10
|
Realization Upon Defaulted Mortgage
Loans.
|
|
|
Section 4.11
|
Compensation of the Master
Servicer.
|
|
|
Section 4.12
|
REO Property.
|
|
|
Section 4.13
|
Annual Officer’s Certificate
as to Compliance.
|
|
|
Section 4.14
|
Annual Independent
Accountant’s Servicing Report
|
|
|
Section 4.15
|
UCC.
|
|
|
Section 4.16
|
Group I Reserve Fund; Payments to
and from Swap Administrator.
|
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|
Section 4.17
|
Tax Treatment of Class IO
Distribution Amounts in the Event of Resecuritization of Class I-A,
Class I-M or Class I-B Certificates.
|
|
Section 4.18
|
Group II Reserve Fund.
|
|
|
Section 4.19
|
Reports Filed with Securities and
Exchange Commission
|
ARTICLE V
ACCOUNTS
|
Section 5.01
|
Collection of Mortgage Loan
Payments; Protected Account.
|
|
|
Section 5.02
|
Permitted Withdrawals From the
Protected Account.
|
|
|
Section 5.03
|
Reports to Master
Servicer.
|
|
|
Section 5.04
|
Collection of Taxes; Assessments and
Similar Items; Escrow Accounts.
|
|
|
Section 5.05
|
Protected Accounts
|
|
|
Section 5.06
|
Master Servicer Collection
Accounts
|
|
|
Section 5.07
|
Permitted Withdrawals and Transfers
from the Master Servicer Collection Account
|
|
Section 5.08
|
Distribution Accounts.
|
|
|
Section 5.09
|
Permitted Withdrawals and Transfers
from the Distribution Account.
|
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ARTICLE VI
DISTRIBUTIONS
|
Section 6.01
|
Advances.
|
|
|
Section 6.02
|
Compensating Interest
Payments.
|
|
Section 6.03
|
REMIC Distributions.
|
|
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|
|
|
|
|
Section 6.04
|
Distributions.
|
|
|
Section 6.05
|
Allocation of Realized
Losses.
|
|
|
Section 6.06
|
Monthly Statements to
Certificateholders.
|
|
|
Section 6.07
|
REMIC Designations and REMIC
Distributions.
|
|
|
|
|
|
|
ARTICLE VII
THE CERTIFICATES
|
Section 7.01
|
The Certificates.
|
|
|
Section 7.02
|
Certificate Register; Registration
of Transfer and Exchange of Certificates.
|
|
Section 7.03
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
|
|
Section 7.04
|
Persons Deemed Owners.
|
|
|
Section 7.05
|
Access to List of
Certificateholders’ Names and Addresses.
|
|
|
Section 7.06
|
Book-Entry Certificates.
|
|
|
Section 7.07
|
Notices to Depository.
|
|
|
Section 7.08
|
Definitive Certificates.
|
|
|
Section 7.09
|
Maintenance of Office or
Agency.
|
|
|
|
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|
ARTICLE VIII
THE DEPOSITOR, COMPANY AND THE
MASTER SERVICER
|
Section 8.01
|
Liabilities of the Depositor, the
Company and the Master Servicer.
|
|
|
Section 8.02
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
|
Section 8.03
|
Indemnification of the Trustee, the
Master Servicer and the Securities Administrator.
|
|
|
Section 8.04
|
Limitations on Liability of the
Depositor, the Company, the Master Servicer and Others
|
|
Section 8.05
|
Master Servicer and Company Not to
Resign.
|
|
|
Section 8.06
|
Successor Master Servicer
|
|
|
Section 8.07
|
Sale and Assignment of Master
Servicing
|
|
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|
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|
ARTICLE IX
DEFAULT; TERMINATION OF MASTER
SERVICER; TERMINATION OF COMPANY
|
Section 9.01
|
Events of Default.
|
|
|
Section 9.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 9.03
|
Notification to
Certificateholders.
|
|
|
Section 9.04
|
Waiver of Defaults.
|
|
|
Section 9.05
|
Company Default.
|
|
|
Section 9.06
|
Waiver of Company
Defaults.
|
|
|
|
|
|
|
|
|
|
ARTICLE X
CONCERNING THE TRUSTEE AND THE
SECURITIES ADMINISTRATOR
|
Section 10.01
|
Duties of Trustee and the Securities
Administrator.
|
|
|
Section 10.02
|
Certain Matters Affecting the
Trustee and the Securities Administrator.
|
|
Section 10.03
|
Trustee and Securities Administrator
Not Liable for Certificates or Mortgage Loans.
|
|
Section 10.04
|
Trustee and Securities Administrator
May Own Certificates.
|
|
|
Section 10.05
|
Trustee’s and Securities
Administrator’s Fees and Expenses.
|
|
|
Section 10.06
|
Eligibility Requirements for Trustee
and Securities Administrator.
|
|
|
Section 10.07
|
Insurance.
|
|
|
Section 10.08
|
Resignation and Removal of Trustee
and Securities Administrator.
|
|
|
Section 10.09
|
Successor Trustee or Securities
Administrator.
|
|
|
Section 10.10
|
Merger or Consolidation of Trustee
or Securities Administrator.
|
|
|
Section 10.11
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
|
Section 10.12
|
Tax Matters.
|
|
|
Section 10.13
|
REMIC-Related Covenants.
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
ARTICLE XI
TERMINATION
|
Section 11.01
|
Termination upon Liquidation or
Repurchase of all Mortgage Loans.
|
|
Section 11.02
|
Final Distribution on the
Certificates.
|
|
|
Section 11.03
|
Additional Termination
Requirements.
|
|
|
|
|
|
|
ARTICLE XII
MISCELLANEOUS PROVISIONS
|
Section 12.01
|
Amendment.
|
|
|
Section 12.02
|
Recordation of Agreement;
Counterparts.
|
|
|
Section 12.03
|
Governing Law.
|
|
|
Section 12.04
|
Intention of Parties.
|
|
|
Section 12.05
|
Notices.
|
|
|
Section 12.06
|
Severability of
Provisions.
|
|
|
Section 12.07
|
Assignment.
|
|
|
Section 12.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 12.09
|
Inspection and Audit
Rights
|
|
|
Section 12.10
|
Certificates Nonassessable and Fully
Paid.
|
|
|
|
|
|
|
|
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|
Exhibits
|
Exhibit A-1
|
Form of Class A
Certificates
|
|
|
Exhibit A-2
|
Form of Class M
Certificates
|
|
|
Exhibit A-3
|
Form of Class B
Certificates
|
|
|
Exhibit A-4
|
Form of Class C
Certificates
|
|
|
Exhibit A-5
|
Form of Class 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 LaSalle Custodial
Agreement
|
|
|
Exhibit K
|
Form of Wells Fargo Custodial
Agreement
|
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
|
Exhibit M
|
Form of Company
Certification
|
|
|
Exhibit
N
|
Swap
Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POOLING AND SERVICING AGREEMENT,
dated as of July 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 company (in such capacity, the
“Company”), LASALLE BANK NATIONAL ASSOCIATION, a
national banking association, as master servicer (in such capacity,
the “Master Servicer”) and as securities administrator
(in such capacity, the “Securities Administrator”) and
CITIBANK, N.A., 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
Group I Loans and certain other related assets subject to this
Agreement (other than the Group I 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 I-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)
|
$
|
11,928,023.14
|
August 25, 2035
|
|
I-1-B
|
Variable(2)
|
$
|
11,928,023.14
|
August 25, 2035
|
|
I-2-A
|
Variable(2)
|
$
|
11,426,241.48
|
August 25, 2035
|
|
I-2-B
|
Variable(2)
|
$
|
11,426,241.48
|
August 25, 2035
|
|
I-3-A
|
Variable(2)
|
$
|
10,945,527.40
|
August 25, 2035
|
|
I-3-B
|
Variable(2)
|
$
|
10,945,527.40
|
August 25, 2035
|
|
I-4-A
|
Variable(2)
|
$
|
10,484,997.74
|
August 25, 2035
|
|
I-4-B
|
Variable(2)
|
$
|
10,484,997.74
|
August 25, 2035
|
|
I-5-A
|
Variable(2)
|
$
|
10,043,806.27
|
August 25, 2035
|
|
I-5-B
|
Variable(2)
|
$
|
10,043,806.27
|
August 25, 2035
|
|
I-6-A
|
Variable(2)
|
$
|
9,621,142.25
|
August 25, 2035
|
|
I-6-B
|
Variable(2)
|
$
|
9,621,142.25
|
August 25, 2035
|
|
I-7-A
|
Variable(2)
|
$
|
9,216,228.85
|
August 25, 2035
|
|
I-7-B
|
Variable(2)
|
$
|
9,216,228.85
|
August 25, 2035
|
|
I-8-A
|
Variable(2)
|
$
|
8,828,321.77
|
August 25, 2035
|
|
I-8-B
|
Variable(2)
|
$
|
8,828,321.77
|
August 25, 2035
|
|
I-9-A
|
Variable(2)
|
$
|
8,456,707.91
|
August 25, 2035
|
|
I-9-B
|
Variable(2)
|
$
|
8,456,707.91
|
August 25, 2035
|
|
I-10-A
|
Variable(2)
|
$
|
8,100,704.01
|
August 25, 2035
|
|
I-10-B
|
Variable(2)
|
$
|
8,100,704.01
|
August 25, 2035
|
|
I-11-A
|
Variable(2)
|
$
|
7,759,655.43
|
August 25, 2035
|
|
I-11-B
|
Variable(2)
|
$
|
7,759,655.43
|
August 25, 2035
|
|
I-12-A
|
Variable(2)
|
$
|
7,432,934.94
|
August 25, 2035
|
|
I-12-B
|
Variable(2)
|
$
|
7,432,934.94
|
August 25, 2035
|
|
I-13-A
|
Variable(2)
|
$
|
7,119,941.61
|
August 25, 2035
|
|
I-13-B
|
Variable(2)
|
$
|
7,119,941.61
|
August 25, 2035
|
|
I-14-A
|
Variable(2)
|
$
|
6,820,099.65
|
August 25, 2035
|
|
I-14-B
|
Variable(2)
|
$
|
6,820,099.65
|
August 25, 2035
|
|
I-15-A
|
Variable(2)
|
$
|
6,532,857.40
|
August 25, 2035
|
|
I-15-B
|
Variable(2)
|
$
|
6,532,857.40
|
August 25, 2035
|
|
I-16-A
|
Variable(2)
|
$
|
6,257,686.32
|
August 25, 2035
|
|
I-16-B
|
Variable(2)
|
$
|
6,257,686.32
|
August 25, 2035
|
|
I-17-A
|
Variable(2)
|
$
|
5,994,080.01
|
August 25, 2035
|
|
I-17-B
|
Variable(2)
|
$
|
5,994,080.01
|
August 25, 2035
|
|
I-18-A
|
Variable(2)
|
$
|
5,741,553.26
|
August 25, 2035
|
|
I-18-B
|
Variable(2)
|
$
|
5,741,553.26
|
August 25, 2035
|
|
I-19-A
|
Variable(2)
|
$
|
5,499,641.22
|
August 25, 2035
|
|
I-19-B
|
Variable(2)
|
$
|
5,499,641.22
|
August 25, 2035
|
|
I-20-A
|
Variable(2)
|
$
|
5,267,898.49
|
August 25, 2035
|
|
I-20-B
|
Variable(2)
|
$
|
5,267,898.49
|
August 25, 2035
|
|
I-21-A
|
Variable(2)
|
$
|
5,045,898.37
|
August 25, 2035
|
|
I-21-B
|
Variable(2)
|
$
|
5,045,898.37
|
August 25, 2035
|
|
I-22-A
|
Variable(2)
|
$
|
4,833,231.99
|
August 25, 2035
|
|
I-22-B
|
Variable(2)
|
$
|
4,833,231.99
|
August 25, 2035
|
|
I-23-A
|
Variable(2)
|
$
|
4,629,507.66
|
August 25, 2035
|
|
I-23-B
|
Variable(2)
|
$
|
4,629,507.66
|
August 25, 2035
|
|
I-24-A
|
Variable(2)
|
$
|
4,434,350.08
|
August 25, 2035
|
|
I-24-B
|
Variable(2)
|
$
|
4,434,350.08
|
August 25, 2035
|
|
I-25-A
|
Variable(2)
|
$
|
4,247,399.68
|
August 25, 2035
|
|
I-25-B
|
Variable(2)
|
$
|
4,247,399.68
|
August 25, 2035
|
|
I-26-A
|
Variable(2)
|
$
|
4,068,311.96
|
August 25, 2035
|
|
I-26-B
|
Variable(2)
|
$
|
4,068,311.96
|
August 25, 2035
|
|
I-27-A
|
Variable(2)
|
$
|
3,896,756.86
|
August 25, 2035
|
|
I-27-B
|
Variable(2)
|
$
|
3,896,756.86
|
August 25, 2035
|
|
I-28-A
|
Variable(2)
|
$
|
3,732,418.17
|
August 25, 2035
|
|
I-28-B
|
Variable(2)
|
$
|
3,732,418.17
|
August 25, 2035
|
|
I-29-A
|
Variable(2)
|
$
|
3,574,992.91
|
August 25, 2035
|
|
I-29-B
|
Variable(2)
|
$
|
3,574,992.91
|
August 25, 2035
|
|
I-30-A
|
Variable(2)
|
$
|
3,424,190.81
|
August 25, 2035
|
|
I-30-B
|
Variable(2)
|
$
|
3,424,190.81
|
August 25, 2035
|
|
I-31-A
|
Variable(2)
|
$
|
3,279,475.81
|
August 25, 2035
|
|
I-31-B
|
Variable(2)
|
$
|
3,279,475.81
|
August 25, 2035
|
|
I-32-A
|
Variable(2)
|
$
|
3,141,116.66
|
August 25, 2035
|
|
I-32-B
|
Variable(2)
|
$
|
3,141,116.66
|
August 25, 2035
|
|
I-33-A
|
Variable(2)
|
$
|
3,008,579.79
|
August 25, 2035
|
|
I-33-B
|
Variable(2)
|
$
|
3,008,579.79
|
August 25, 2035
|
|
I-34-A
|
Variable(2)
|
$
|
2,881,620.66
|
August 25, 2035
|
|
I-34-B
|
Variable(2)
|
$
|
2,881,620.66
|
August 25, 2035
|
|
I-35-A
|
Variable(2)
|
$
|
2,760,005.04
|
August 25, 2035
|
|
I-35-B
|
Variable(2)
|
$
|
2,760,005.04
|
August 25, 2035
|
|
I-36-A
|
Variable(2)
|
$
|
2,643,508.48
|
August 25, 2035
|
|
I-36-B
|
Variable(2)
|
$
|
2,643,508.48
|
August 25, 2035
|
|
I-37-A
|
Variable(2)
|
$
|
2,531,915.95
|
August 25, 2035
|
|
I-37-B
|
Variable(2)
|
$
|
2,531,915.95
|
August 25, 2035
|
|
I-38-A
|
Variable(2)
|
$
|
2,425,021.45
|
August 25, 2035
|
|
I-38-B
|
Variable(2)
|
$
|
2,425,021.45
|
August 25, 2035
|
|
I-39-A
|
Variable(2)
|
$
|
2,322,627.60
|
August 25, 2035
|
|
I-39-B
|
Variable(2)
|
$
|
2,322,627.60
|
August 25, 2035
|
|
I-40-A
|
Variable(2)
|
$
|
2,481,502.87
|
August 25, 2035
|
|
I-40-B
|
Variable(2)
|
$
|
52,481,502.87
|
August 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 Group I 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 I-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. 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)
|
$
|
554,367,344.51
|
August 25, 2035
|
|
I-A
|
Variable(2)
|
$
|
3,914,500.00
|
August 25, 2035
|
|
I-M-1
|
Variable(2)
|
$
|
565,680.00
|
August 25, 2035
|
|
I-M-2
|
Variable(2)
|
$
|
124,450.00
|
August 25, 2035
|
|
I-M-3
|
Variable(2)
|
$
|
130,110.00
|
August 25, 2035
|
|
I-M-4
|
Variable(2)
|
$
|
107,480.00
|
August 25, 2035
|
|
I-M-5
|
Variable(2)
|
$
|
90,510.00
|
August 25, 2035
|
|
I-B-1
|
Variable(2)
|
$
|
101,820.00
|
August 25, 2035
|
|
I-B-2
|
Variable(2)
|
$
|
84,850.00
|
August 25, 2035
|
|
I-B-3
|
Variable(2)
|
$
|
70,710.00
|
August 25, 2035
|
|
I-B-4
|
Variable(2)
|
$
|
132,940.00
|
August 25, 2035
|
|
ZZ
|
Variable(2)
|
$
|
5,990,569.28
|
August 25, 2035
|
|
IO
|
(2)
|
(3)
|
August 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 Group I 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 IV
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Group II HELOCs and certain other related assets subject to this
Agreement (other than the Group II 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 for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
IV”. The Class II-S Certificates will be the sole class of
Residual Interests in REMIC IV for purposes of the REMIC
Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC IV Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC
IV Regular Interests (as defined herein). None of the REMIC IV
Regular Interests will be certificated.
|
|
Uncertificated
REMIC IV
Pass-Through Rate
|
Initial
Uncertificated
Principal Balance
|
Latest Possible
Maturity Date (1)
|
|
AA
|
Variable(2)
|
$
|
160,144,843.42
|
May 25, 2035
|
|
II-A
|
Variable(2)
|
$
|
1,291,940.00
|
May 25, 2035
|
|
II-M-1
|
Variable(2)
|
$
|
56,380.00
|
May 25, 2035
|
|
II-M-2
|
Variable(2)
|
$
|
49,840.00
|
May 25, 2035
|
|
II-M-3
|
Variable(2)
|
$
|
31,860.00
|
May 25, 2035
|
|
II-M-4
|
Variable(2)
|
$
|
28,600.00
|
May 25, 2035
|
|
II-M-5
|
Variable(2)
|
$
|
26,140.00
|
May 25, 2035
|
|
II-M-6
|
Variable(2)
|
$
|
25,330.00
|
May 25, 2035
|
|
II-M-7
|
Variable(2)
|
$
|
20,430.00
|
May 25, 2035
|
|
II-M-8
|
Variable(2)
|
$
|
19,610.00
|
May 25, 2035
|
|
II-M-9
|
Variable(2)
|
$
|
16,340.00
|
May 25, 2035
|
|
II-B-1
|
Variable(2)
|
$
|
15,520.00
|
May 25, 2035
|
|
II-B-2
|
Variable(2)
|
$
|
15,530.00
|
May 25, 2035
|
|
ZZ
|
Variable(2)
|
$
|
1,670,742.11
|
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 Group II HELOC with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC IV Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC IV Pass-Through
Rate” herein.
|
REMIC III
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC II Regular Interests and the REMIC IV Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC III”. The Class
I-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 I-C 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 I-C Certificate and the Residual Certificates, represents
ownership of a Regular Interest in REMIC III and also represents
(i) the right to receive payments with respect to the related Net
WAC Cap Rate Carryover Amount (as defined herein) and (ii) the
obligation to pay Class IO Distribution Amounts (as defined
herein). In the case of the Group I Certificates, the entitlement
to principal of the Regular Interest which corresponds to each such
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)
|
|
I-A(2)
|
Variable(3)
|
$
|
391,450,000.00
|
August 2035
|
|
I-M-1(2)
|
Variable(3)
|
$
|
56,568,000.00
|
August 2035
|
|
I-M-2(2)
|
Variable(3)
|
$
|
12,445,000.00
|
August 2035
|
|
I-M-3(2)
|
Variable(3)
|
$
|
13,011,000.00
|
August 2035
|
|
I-M-4(2)
|
Variable(3)
|
$
|
10,748,000.00
|
August 2035
|
|
I-M-5(2)
|
Variable(3)
|
$
|
9,051,000.00
|
August 2035
|
|
I-B-1(2)
|
Variable(3)
|
$
|
10,182,000.00
|
August 2035
|
|
I-B-2(2)
|
Variable(3)
|
$
|
8,485,000.00
|
August 2035
|
|
I-B-3(2)
|
Variable(3)
|
$
|
7,071,000.00
|
August 2035
|
|
I-B-4(2)
|
Variable(3)
|
$
|
13,294,000.00
|
August 2035
|
|
Class I-C Interest
|
Variable(4)
|
$
|
33,375,963.79
|
August 2035
|
|
Class IO Interest
|
(5)
|
(6)
|
|
|
II-A
|
Variable(3)
|
$
|
129,194,000.00
|
May 2035
|
|
II-M-1
|
Variable(3)
|
$
|
5,638,000.00
|
May 2035
|
|
II-M-2
|
Variable(3)
|
$
|
4,984,000.00
|
May 2035
|
|
II-M-3
|
Variable(3)
|
$
|
3,186,000.00
|
May 2035
|
|
II-M-4
|
Variable(3)
|
$
|
2,860,000.00
|
May 2035
|
|
II-M-5
|
Variable(3)
|
$
|
2,614,000.00
|
May 2035
|
|
II-M-6
|
Variable(3)
|
$
|
2,533,000.00
|
May 2035
|
|
II-M-7
|
Variable(3)
|
$
|
2,043,000.00
|
May 2035
|
|
II-M-8
|
Variable(3)
|
$
|
1,961,000.00
|
May 2035
|
|
II-M-9
|
Variable(3)
|
$
|
1,634,000.00
|
May 2035
|
|
II-B-1
|
Variable(3)
|
$
|
1,552,000.00
|
May 2035
|
|
II-B-2
|
Variable(3)
|
$
|
1,553,000.00
|
May 2035
|
|
II-E
|
Variable(3)(7)
|
$
|
3,661,105.53
|
May 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 Group I Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC III Group I Regular Interest,
and the Distribution Date in the month following the maturity date
for the Group II HELOC with the latest maturity date has been
designated as the “latest possible maturity date” for
each REMIC III Group II 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 Group I 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
4.16 hereof.
|
|
(3)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein. Each Regular Interest in
REMIC III (other than the Class I-C and IO Interests) which
corresponds to a Group I Certificate will have the same
Pass-Through Rate as such Certificate, except with respect to the
Group I Net WAC Cap Rate. The Group I Net WAC Cap Rate for each
such Regular Interest in REMIC III and Group I Certificate is
specified in the definition of “Group I Net WAC Cap
Rate”.
|
|
(4)
|
The Class I-C Interest will accrue interest at
its variable Pass-Through Rate on the Uncertificated Notional
Amount of the Class I-C Interest outstanding from time to time,
which shall equal the aggregate Uncertificated Principal Balance of
the REMIC II Regular Interests. The Class I-C Interest will not
accrue interest on its Uncertificated Principal Balance.
|
|
(5)
|
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.
|
|
(6)
|
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.
|
|
(7)
|
The Class II-E Certificate will accrue interest
at its variable Pass-Through Rate on the Notional Amount of the
Class II-E Certificate outstanding from time to time, which shall
equal the aggregate Stated Principal Balance of the Group II HELOCs
at the beginning of the related Collection Period. The Class II-E
Certificate will not accrue interest on its Certificate Principal
Balance.
|
REMIC V
As provided herein, the Securities
Administrator on behalf of the Trustee shall elect to treat the
segregated pool of assets consisting of the Class I-C Interest as a
REMIC for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC V”. The
Class I-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)
|
|
I-C
|
Variable(2)
|
$
|
33,375,963.79
|
August 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 Group I Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for the Class I-C Certificates.
|
|
(2)
|
The Class I-C Certificates will
receive 100% of amounts received in respect of the Class I-C
Interest.
|
REMIC VI
As provided herein, the Securities
Administrator on behalf of 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
I-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)
|
August 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 Group I 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 “SACO I Trust 2005-5.” The
Certificates issued hereunder may be referred to as “Mortgage
Pass-Through Certificates, Series 2005-5” (including for
purposes of any endorsement or assignment of a Mortgage Note or
Mortgage).
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Securities Administrator, the Seller, the Company and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms
.
|
In addition to those terms defined
in Section 1.02, whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
Accepted Master Servicing
Practices : With respect
to any Group I Loan or Group II HELOC, as applicable, those
customary mortgage master servicing practices of prudent mortgage
master servicing institutions that master service mortgage loans or
revolving home equity line of credit mortgage loans, to the extent
applicable to the Master Servicer (except in its capacity as
successor to the Company or the Servicers).
Accepted Servicing
Practices : With respect
to each EMC Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all
applicable statutes, regulations and prudent mortgage banking
practices for similar mortgage loans or revolving home equity line
of credit mortgage loans of the same type and quality as such Group
I Loan or Group II HELOC, as applicable, in the jurisdiction where
the related Mortgaged Property is located.
Account : The Distribution Account, the Master Servicer
Collection Account, the Reserve Funds and the Protected
Account.
Accrual Period
: With respect to the Certificates
(other than the Class I-C, Class II-S and Class II-E Certificates
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 I-C and Class II-E Certificates and any
Distribution Date, the calendar month immediately preceding such
Distribution Date. All calculations of interest on the Certificates
(other than the Class I-C and Class II-E Certificates 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 I-C, Class II-S and Class
II-E Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.
Additional Balance
: As to any Group II HELOC and day,
the aggregate amount of all Draws conveyed to the Trust Fund
pursuant to the Mortgage Loan Purchase Agreement.
Additional Deposit:
As to the Group I Mortgage Loans
serviced by EMC, an amount to be deposited by EMC as Seller in
respect of the difference between the Cut-Off Date Principal
Balance as modified by the supplement dated August 1, 2005 to the
Prospectus Supplement dated July 28, 2005 to Prospectus dated June
24, 2005. As to the Group II HELOCs serviced by EMC, an amount to
be deposited by EMC as Seller in respect of the difference between
the Cut-Off Date Balance of such Group II HELOCs as of June 30,
2005 and the modified Cut-Off Date Principal Balance as of July 18,
2005.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Applied Realized Loss
Amount : With respect to
any Distribution Date and a Class of Class I-A, Class I-M and Class
I-B Certificates, the sum of (x) the Realized Losses with respect
to the Group I Loans, which have been applied in reduction of the
Certificate Principal Balance of such Class, which shall on any
such Distribution Date equal the amount, if any, by which, (i) the
aggregate Certificate Principal Balance of all of the Class I-A,
Class I-M and Class I-B Certificates (after all distributions of
principal on such Distribution Date) exceeds (ii) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period, minus any Subsequent Recoveries
applied to such Applied Realized Loss Amount.
Appraised Value
: With respect to any Group I Loan
and Group II HELOC, as applicable, 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 Group I Loan or Group II HELOC, 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 Group I Loan or Group II HELOC, and (y) the sales price
of the Mortgaged Property at the time of such
origination.
Assignment Agreement
: Shall mean the Union Federal
Assignment Agreement or the GreenPoint Assignment Agreement, as
applicable.
Available Distribution
Amount : With respect to
Group I Certificates and any Distribution Date, an amount equal to
(1) the sum, without duplication, of (a) the aggregate of the
amounts on deposit in the Master Servicer Collection Account and
related Distribution Account in respect of the Group I Loans as of
the close of business on the Business Day preceding the
Distribution Date, (b) the aggregate of any amounts received in
respect of any REO Property related to Loan Group I for such
Distribution Date and (c) the aggregate of any Advances made by the
Master Servicer or the Company for such Distribution Date, reduced
(to not less than zero) by (2) the sum of the portions of the
amounts described in clause (1)(a) above that represents (i)
Principal Prepayments on the Group I Loans (including but not
limited to monthly payments received in respect of the Group I
Loans for any future Collection Period) received after the related
Prepayment Collection Period (together with any interest payments
on such Principal Prepayments to the extent they represent the
payment of interest accrued on the Group I Loans during a period
subsequent to the related Prepayment Collection Period), (ii)
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds
received in respect of the Group I Loans after the related
Prepayment Collection Period, (iii) amounts reimbursable or payable
to the Depositor, the Sellers, the Master Servicer the Securities
Administrator or the Trustee pursuant to this Agreement, or the
Custodians pursuant to the Custodial Agreements, in each case,
arising in connection with the Group I Loans, including without
limitation any share of Extraordinary Trust Fund Expenses (subject
to the Extraordinary Trust Fund Expenses Cap), (iv) Master
Servicing Fees and payable to the Master Servicer arising in
connection with the Group I Loans, (v) amounts deposited in the
Master Servicer Collection Account or the Distribution Account in
error, (vi) Prepayment Charges received in respect of the Group I
Loans and (vii) 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.
Available Principal Payment
Amount : With respect to
the Class II-A, Class II-M and Class II-B Certificates and any
Distribution Date, the sum of:
(i) the greater of (A) zero and
(B)
(1) with respect to any Distribution
Date during the Managed Amortization Period and if the Seller's Pro
Rata Test is not met, the Principal Collection Amount less (a) the
aggregate Draws for such Distribution Date and (b) the aggregate
Certificate Principal Balance of the Class II-S Certificates
immediately prior to that Distribution Date;
(2) with respect to any Distribution
Date during the Managed Amortization Period and if the Seller's
Certificate Pro Rata Test is met, the Floating Allocation
Percentage of the Principal Collection Amount less the aggregate
Draws for the related Distribution Date; and
(3) with respect to any Distribution
Date during the Rapid Amortization Period, the Floating Allocation
Percentage of the Principal Collection Amount; and
(ii) the related
Overcollateralization Increase Amount for that Distribution
Date,
minus
(iii) the Group II
Overcollateralization Reduction Amount for that 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 7.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class I-B-4, Class I-C and Class II-E
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 Securities Administrator or the principal office of
the Company or the Master Servicer is located are authorized or
obligated by law or executive order to be closed.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Securities Administrator in
substantially the forms attached hereto as Exhibits A-1 through
A-5.
Certificate Margin
: With respect to any Distribution
Date on or prior to the first possible Optional Termination Date
and (i) with respect to the Class I-A Certificates, 0.240% per
annum, (ii) with respect to the Class I-M-1 Certificates, 0.500%
per annum, (iii) with respect to the Class I-M-2 Certificates,
0.550% per annum, (iv) with respect to the Class I-M-3
Certificates, 0.650% per annum, (v) with respect to the Class I-M-4
Certificates, 0.700% per annum, (vi) with respect to the Class
I-M-5 Certificates, 0.740% per annum, (vii) with respect to the
Class I-B-1
Certificates, 1.250% per annum,
(viii) with respect to the Class I-B-2 Certificates, 1.350% per
annum, (ix) with respect to the Class I-B-3 Certificates, 1.800%
per annum, (x) with respect to the Class I-B-4 Certificates, 4.000%
per annum, (xi) with respect to the Class II-A Certificates, 0.250%
per annum, (xii) with respect to the Class II-M-1 Certificates,
0.550% per annum, (xiii) with respect to the Class II-M-2
Certificates, 0.600% per annum, (xiv) with respect to the Class
II-M-3 Certificates, 0.650% per annum, (xv) with respect to the
Class II-M-4 Certificates, 0.750% per annum, (xvi) with respect to
the Class II-M-5 Certificates, 0.850% per annum, (xvii) with
respect to the Class II-M-6 Certificates, 0.900% per annum, (xviii)
with respect to the Class II-M-7 Certificates, 1.400% per annum,
(xix) with respect to the Class II-M-8 Certificates, 1.700% per
annum, (xx) with respect to the Class II-M-9 Certificates, 2.400%
per annum, (xxi) with respect to the Class II-B-1 Certificates,
3.000% per annum, and (xxii) with respect to the Class II-B-2
Certificates, 3.000% per annum; and with respect to any
Distribution Date after the first possible related Optional
Termination Date, the Margin will increase to (i) with respect to
the Class I-A Certificates, 0.480% per annum, (ii) with respect to
the Class I-M-1 Certificates, 0.750% per annum, (iii) with respect
to the Class I-M-2 Certificates, 0.825% per annum, (iv) with
respect to the Class I-M-3 Certificates, 0.975% per annum, (v) with
respect to the Class I-M-4 Certificates, 1.050% per annum, (vi)
with respect to the Class I-M-5 Certificates, 1.110% per annum,
(vii) with respect to the Class I-B-1 Certificates, 1.875% per
annum, (viii) with respect to the Class I-B-2 Certificates, 2.025%
per annum, (ix) with respect to the Class I-B-3 Certificates,
2.700% per annum, (x) with respect to the Class I-B-4 Certificates,
6.000% per annum, (xi) with respect to the Class II-A Certificates,
0.500% per annum, (xii) with respect to the Class II-M-1
Certificates, 0.825% per annum, (xiii) with respect to the Class
II-M-2 Certificates, 0.900% per annum, (xiv) with respect to the
Class II-M-3 Certificates, 0.975% per annum, (xv) with respect to
the Class II-M-4 Certificates, 1.125% per annum, (xvi) with respect
to the Class II-M-5 Certificates, 1.275% per annum, (xvii) with
respect to the Class II-M-6 Certificates, 1.350% per annum, (xviii)
with respect to the Class II-M-7 Certificates, 2.100% per annum,
(xix) with respect to the Class II-M-8 Certificates, 2.550% per
annum, (xx) with respect to the Class II-M-9 Certificates, 3.600%
per annum, (xxi) with respect to the Class II-B-1 Certificates,
4.500% per annum, and (xxii) with respect to the Class II-B-2
Certificates, 4.500% per annum.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : With respect to
any Class of Class I-A, Class I-M, Class I-B, Class II-A, Class
II-M and Class II-B Certificates and any Distribution Date, the
Initial Certificate Principal Balance of such Certificate, less the
sum of (i) all amounts in respect of principal distributed to such
Class on previous Distribution Dates and (ii) any Applied Realized
Loss Amounts or Charge-Off Amounts, as applicable, allocated to
such Class on previous Distribution Dates; provided that, the
Certificate Principal Balance of any Class of Class I-A, Class I-M,
Class I-B, Class II-A, Class II-M or Class II-B Certificates with
the highest payment priority to which Realized Losses or Charge-Off
Amounts have been allocated shall be increased by the amount of any
Subsequent Recoveries on the Group I Loans or Group II HELOCs, as
applicable, not previously allocated, but not by more than the
amount of Realized Losses or Charge-Off Amounts, as applicable,
previously allocated to reduce the Certificate Principal Balance of
that Certificate.
Certificate Register
: The register maintained pursuant
to Section 7.02 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).
Charge-Off Amount
: For any Charged-Off Group II
HELOC, the amount of the Stated Principal Balance that has been
written down.
Charged-Off Group II
HELOC : A Group II HELOC
with a Stated Principal Balance that has been written down on the
related Group II Servicer’s servicing system in accordance
with its policies and procedures and any Group II HELOC serviced by
EMC that is more than 180 days past due.
Class : All Certificates bearing the same Class
designation as set forth in Section 7.01 hereof.
Class I-A Principal Distribution
Amount : With respect to
any Distribution Date is the lesser of (I) the Principal
Distribution Amount for such Distribution Date and (II) an amount
equal to the excess (if any) of (A) the Certificate Principal
Balance of the Class I-A Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
aggregate Stated Principal Balance of the Group I Loans as of the
last day of the related Collection Period (after giving effect to
scheduled payments of principal due during the related Collection
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Collection Period, and after reduction for Realized Losses incurred
during the related Collection Period) multiplied by (2)
approximately 38.40% and (y) (1) the aggregate Stated Principal
Balance of the Group I Loans as of the last day of the related
Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal
received during the related Prepayment Collection Period, and after
reduction for Realized Losses incurred during the related
Collection Period), less (2) the related Overcollateralization
Floor.
Class I-B Certificates
: Any of the Class I-B-1, Class
I-B-2, Class I-B-3 and Class I-B-4 Certificates.
Class I-B-1 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and
Class I-M-5 Principal Distribution Amount on such Distribution Date
and (II) an amount equal to the excess (if any) of (A) the sum of
(1) the Certificate Principal Balances of the Class I-A, Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and Class I-M-5
Certificates (after taking into account the payment of the Class
I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and Class
I-M-5 Principal Distribution Amount for that Distribution Date) and
(2) the Certificate Principal Balance of the Class I-B-1
Certificates immediately prior to such Distribution Date over (B)
the lesser of (x) the product of (1) the aggregate Stated Principal
Balance of the Group I Loans as of the last day of the related
Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal
received during the related Prepayment Collection Period, and after
reduction for Realized Losses incurred during the related
Collection Period) multiplied by (2) approximately 78.00% and (y)
(1) the aggregate
Stated Principal Balance of the
Group I Loans as of the last day of the related Collection Period
(after giving effect to scheduled payments of principal due during
the related Collection Period, to the extent received or advanced,
and unscheduled collections of principal received during the
related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Collection Period),
less (2) the related Overcollateralization Floor.
Class I-B-2 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
Class I-M-5 and Class I-B-1 Principal Distribution Amount on such
Distribution Date and (II) an amount equal to the excess (if any)
of (A) the sum of (1) the Certificate Principal Balances of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
Class I-M-5 and Class I-B-1 Certificates (after taking into account
the payment of the Class I-A, Class I-M-1, Class I-M-2, Class
I-M-3, Class I-M-4, Class I-M-5 and Class I-B-1 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class I-B-2 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group I Loans as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or
advanced, and unscheduled collections of principal received during
the related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Prepayment Collection
Period) multiplied by (2) approximately 81.00% and (y) (1) the
aggregate Stated Principal Balance of the Group I Loans as of the
last day of the related Collection Period (after giving effect to
scheduled payments of principal due during the related Collection
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Collection Period, and after reduction for Realized Losses incurred
during the related Collection Period), less (2) the related
Overcollateralization Floor.
Class I-B-3 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
Class I-M-5, Class I-B-1 and Class I-B-2 Principal Distribution
Amount on such Distribution Date and (II) an amount equal to the
excess (if any) of (A) the sum of (1) the Certificate Principal
Balances of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3,
Class I-M-4, Class I-M-5, Class I-B-1 and Class I-B-2 Certificates
(after taking into account the payment of the Class I-A, Class
I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-M-5, Class
I-B-1 and Class I-B-2 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the
Class I-B-3 Certificates immediately prior to such Distribution
Date over (B) the lesser of (x) the product of (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period) multiplied by (2) approximately 83.50% and (y)
(1) the aggregate Stated Principal Balance of the Group I Loans as
of the last day of the related Collection Period (after giving
effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Collection Period, and after reduction for Realized
Losses incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class I-B-4 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
Class I-M-5, Class I-B-1, Class I-B-2 and Class I-B-3 Principal
Distribution Amount on such Distribution Date and (II) an amount
equal to the excess (if any) of (A) the sum of (1) the Certificate
Principal Balances of the Class I-A, Class I-M-1, Class I-M-2,
Class I-M-3, Class I-M-4, Class I-M-5, Class I-B-1, Class I-B-2 and
Class I-B-3 Certificates (after taking into account the payment of
the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4,
Class I-M-5, Class I-B-1, Class I-B-2 and Class I-B-3 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class I-B-4 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group I Loans as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or
advanced, and unscheduled collections of principal received during
the related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Collection Period)
multiplied by (2) approximately 88.20% and (y) (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period), less (2) the related Overcollateralization
Floor.
Class I-M Certificates
: Any of the Class I-M-1, Class
I-M-2, Class I-M-3, Class I-M-4 and Class I-M-5
Certificates.
Class I-M-1 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I)
the
Principal Distribution Amount
remaining after distribution of the Class I-A Principal
Distribution Amount on such Distribution Date and (II) an amount
equal to the excess (if any) of (A) the sum of (1) the Certificate
Principal Balance of the Class I-A Certificates (after taking into
account the payment of the Class I-A Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal
Balance of the Class I-M-1 Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
aggregate Stated Principal Balance of the Group I Loans as of the
last day of the related Collection Period (after giving effect to
scheduled payments of principal due during the related Collection
Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Collection Period, and after reduction for Realized Losses incurred
during the related Collection Period) multiplied by (2)
approximately 58.40% and (y) (1) the aggregate Stated Principal
Balance of the Group I Loans as of the last day of the related
Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal
received during the related Prepayment Collection Period, and after
reduction for Realized Losses incurred during the related
Collection Period), less (2) the related Overcollateralization
Floor.
Class I-M-2 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A Principal Distribution Amount and the Class I-M-1
Principal Distribution Amount on such Distribution Date and (II) an
amount equal to the excess (if any) of (A) the sum of (1) the
Certificate Principal Balances of the Class I-A Certificates and
Class I-M-1 Certificates (after
taking into account the payment of
the Class I-A Principal Distribution Amount and the Class I-M-1
Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class I-M-2 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group I Loans as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or
advanced, and unscheduled collections of principal received during
the related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Collection Period)
multiplied by (2) approximately 62.80% and (y) (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period), less (2) the related Overcollateralization
Floor.
Class I-M-3 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1 and Class I-M-2 Principal Distribution
Amount on such Distribution Date and (II) an amount equal to the
excess (if any) of (A) the sum of (1) the Certificate Principal
Balances of the Class I-A, Class I-M-1 and Class I-M-2 Certificates
(after taking into account the payment of the Class I-A, Class
I-M-1 and Class I-M-2 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the
Class I-M-3 Certificates immediately prior to such Distribution
Date over (B) the lesser of (x) the product of (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period) multiplied by (2) approximately 67.40% and (y)
(1) the aggregate Stated Principal Balance of the Group I Loans as
of the last day of the related Collection Period (after giving
effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Collection Period, and after reduction for Realized
Losses incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class I-M-4 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2 and Class I-M-3 Principal
Distribution Amount on such Distribution Date and (II) an amount
equal to the excess (if any) of (A) the sum of (1) the Certificate
Principal Balances of the Class I-A, Class I-M-1, Class I-M-2 and
Class I-M-3 Certificates (after taking into account the payment of
the Class I-A, Class I-M-1, Class I-M-2 and Class I-M-3 Principal
Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class I-M-4 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group I Loans as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or
advanced, and unscheduled collections of principal received during
the related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Collection Period)
multiplied by (2) approximately 71.20% and (y) (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period
(after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period), less (2) the related Overcollateralization
Floor.
Class I-M-5 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Principal Distribution Amount remaining after distribution of the
Class I-A, Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4
Principal Distribution Amount on such Distribution Date and (II) an
amount equal to the excess (if any) of (A) the sum of (1) the
Certificate Principal Balances of the Class I-A, Class I-M-1, Class
I-M-2, Class I-M-3 and Class I-M-4 Certificates (after taking into
account the payment of the Class I-A, Class I-M-1, Class I-M-2,
Class I-M-3 and Class I-M-4 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the
Class I-M-5 Certificates immediately prior to such Distribution
Date over (B) the lesser of (x) the product of (1) the aggregate
Stated Principal Balance of the Group I Loans as of the last day of
the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to
the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Collection Period,
and after reduction for Realized Losses incurred during the related
Collection Period) multiplied by (2) approximately 74.40% and (y)
(1) the aggregate Stated Principal Balance of the Group I Loans as
of the last day of the related Collection Period (after giving
effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Collection Period, and after reduction for Realized
Losses incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class I-R Certificates
: Any of the Class I-R-1, Class
I-R-2, Class I-R-3 and Class I-RX Certificates.
Class I-RX Certificate
: Any Certificate designated a
“Class I-RX Certificate” on the face thereof,
evidencing the ownership of the Class I-R-5 Interest and Class
I-R-6 Interest and representing the right to the Percentage
Interest of distributions provided for the Class I-RX Certificates
as set forth herein.
Class II-A Principal Distribution
Amount : With respect to
any Distribution Date is the lesser of (I) the Available Principal
Payment Amount for such Distribution Date and (II) an amount equal
to the excess (if any) of (A) the Certificate Principal Balance of
the Class II-A Certificates immediately prior to such Distribution
Date over (B) the lesser of (x) the product of (1) the aggregate
Stated Principal Balance of the Group II HELOCs as of the last day
of the related Collection Period (after giving effect to payments
of principal received during the related Collection Period and
unscheduled collections of principal received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period) multiplied by (2)
approximately 58.12% and (y) (1) the aggregate Stated Principal
Balance of the Group II HELOCs as of the last day of the related
Collection Period (after giving effect to payments of principal
received during the related Collection Period and unscheduled
collections of principal received during the related Collection
Period, and after reduction for Charge-Off Amounts incurred during
the related Collection Period), less (2) the related
Overcollateralization Floor.
Class II-B
Certificates : Any of the
Class II-B-1 Certificates and Class II-B-2 Certificates.
Class II-B-1 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and
Class II-M-9 Principal Distribution Amount on such Distribution
Date and (II) an amount equal to the excess (if any) of (A) the sum
of (1) the Certificate Principal Balances of the Class II-A, Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9
Certificates (after taking into account the payment of the Class
II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9
Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class II-B-1 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group II HELOCs as of the last day of the related Collection
Period (after giving effect to payments of principal received
during the related Collection Period and unscheduled collections of
principal received during the related Collection Period, and after
reduction for Charge-Off Amounts incurred during the related
Collection Period) multiplied by (2) approximately 93.62% and (y)
(1) the aggregate Stated Principal Balance of the Group II HELOCs
as of the last day of the related Collection Period (after giving
effect to payments of principal received during the related
Collection Period and unscheduled collections of principal received
during the related Collection Period, and after reduction for
Charge-Off Amounts incurred during the related Collection Period),
less (2) the related Overcollateralization Floor.
Class II-B-2 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4, Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8,
Class II-M-9 and Class II-B-1 Principal Distribution Amount on such
Distribution Date and (II) an amount equal to the excess (if any)
of (A) the sum of (1) the Certificate Principal Balances of the
Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
Class II-M-5, Class II-M-6, Class II-M-7, Class II-M-8, Class
II-M-9 and Class II-B-1 Certificates (after taking into account the
payment of the Class II-A, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4, Class II-M-5, Class II-M-6, Class II-M-7,
Class II-M-8, Class II-M-9 and Class II-B-1 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class II-B-2 Certificates immediately
prior to such Distribution Date over (B) the lesser of (x) the
product of (1) the aggregate Stated Principal Balance of the Group
II HELOCs as of the last day of the related Collection Period
(after giving effect to payments of principal received during the
related Collection Period and unscheduled collections of principal
received during the related Collection Period, and after reduction
for Charge-Off Amounts incurred during the related Collection
Period) multiplied by (2) approximately 95.52% and (y) (1) the
aggregate Stated Principal Balance of the Group II HELOCs as of the
last day of the related Collection Period (after giving effect to
payments of principal received during the related Collection Period
and unscheduled collections of principal received during the
related Collection Period, and after reduction for Charge-Off
Amounts incurred during the related Collection Period), less (2)
the related Overcollateralization Floor.
Class II-M
Certificates : Any of the
Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6, Class II-M-7, Class II-M-8 and Class II-M-9
Certificates.
Class II-M-1 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A Principal Distribution Amount on such Distribution
Date and (II) an amount equal to the excess (if any) of (A) the sum
of (1) the Certificate Principal Balances of the Class II-A
Certificates (after taking into account the payment of the Class
II-A Principal Distribution Amount for that Distribution Date) and
(2) the Certificate Principal Balance of the Class II-M-1
Certificates immediately prior to such Distribution Date over (B)
the lesser of (x) the product of (1) the aggregate Stated Principal
Balance of the Group II HELOCs as of the last day of the related
Collection Period (after giving effect to payments of principal
received during the related Collection Period and unscheduled
collections of principal received during the related Collection
Period, and after reduction for Charge-Off Amounts incurred during
the related Collection Period) multiplied by (2) approximately
65.02% and (y) (1) the aggregate Stated Principal Balance of the
Group II HELOCs as of the last day of the related Collection Period
(after giving effect to payments of principal received during the
related Collection Period and unscheduled collections of principal
received during the related Collection Period, and after reduction
for Charge-Off Amounts incurred during the related Collection
Period), less (2) the related Overcollateralization
Floor.
Class II-M-2 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A Principal Distribution Amount and Class II-M-1
Principal Distribution Amount on such Distribution Date and (II) an
amount equal to the excess (if any) of (A) the sum of (1) the
Certificate Principal Balances of the Class II-A Certificates and
Class II-M-1 Certificates (after taking into account the payment of
the Class II-A Principal Distribution Amount and Class II-M-1
Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class II-M-2 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group II HELOCs as of the last day of the related Collection
Period (after giving effect to payments of principal received
during the related Collection Period and unscheduled collections of
principal received during the related Collection Period, and after
reduction for Charge-Off Amounts incurred during the related
Collection Period) multiplied by (2) approximately 71.12% and (y)
(1) the aggregate Stated Principal Balance of the Group II HELOCs
as of the last day of the related Collection Period (after giving
effect to payments of principal received during the related
Collection Period and unscheduled collections of principal received
during the related Collection Period, and after reduction for
Charge-Off Amounts incurred during the related Collection Period),
less (2) the related Overcollateralization Floor.
Class II-M-3 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1 and Class II-M-2 Principal
Distribution Amount on such Distribution Date and (II) an amount
equal to the excess (if any) of (A) the sum of (1) the Certificate
Principal Balances of the Class II-A, Class II-M-1 and Class II-M-2
Certificates (after taking into account the payment of the Class
II-A, Class II-M-1 and Class II-M-2 Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal
Balance of the Class II-M-3 Certificates
immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
aggregate Stated Principal Balance of the Group II HELOCs as of the
last day of the related Collection Period (after giving effect to
payments of principal received during the related Collection Period
and unscheduled collections of principal received during the
related Collection Period, and after reduction for Charge-Off
Amounts incurred during the related Collection Period) multiplied
by (2) approximately 75.02% and (y) (1) the aggregate Stated
Principal Balance of the Group II HELOCs as of the last day of the
related Collection Period (after giving effect to payments of
principal received during the related Collection Period and
unscheduled collections of principal received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class II-M-4 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2 and Class II-M-3
Principal Distribution Amount on such Distribution Date and (II) an
amount equal to the excess (if any) of (A) the sum of (1) the
Certificate Principal Balances of the Class II-A, Class II-M-1,
Class II-M-2 and Class II-M-3 Certificates (after taking into
account the payment of the Class II-A, Class II-M-1, Class II-M-2
and Class II-M-3 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the
Class II-M-4 Certificates immediately prior to such Distribution
Date over (B) the lesser of (x) the product of (1) the aggregate
Stated Principal Balance of the Group II HELOCs as of the last day
of the related Collection Period (after giving effect to payments
of principal received during the related Collection Period and
unscheduled collections of principal received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period) multiplied by (2)
approximately 78.52% and (y) (1) the aggregate Stated Principal
Balance of the Group II HELOCs as of the last day of the related
Collection Period (after giving effect to payments of principal
received during the related Collection Period and unscheduled
collections of principal received during the related Collection
Period, and after reduction for Charge-Off Amounts incurred during
the related Collection Period), less (2) the related
Overcollateralization Floor.
Class II-M-5 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3 and Class
II-M-4 Principal Distribution Amount on such Distribution Date and
(II) an amount equal to the excess (if any) of (A) the sum of (1)
the Certificate Principal Balances of the Class II-A, Class II-M-1,
Class II-M-2, Class II-M-3 and Class II-M-4 Certificates (after
taking into account the payment of the Class II-A, Class II-M-1,
Class II-M-2, Class II-M-3 and Class II-M-4 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate
Principal Balance of the Class II-M-5 Certificates immediately
prior to such Distribution Date over (B) the lesser of (x) the
product of (1) the aggregate Stated Principal Balance of the Group
II HELOCs as of the last day of the related Collection Period
(after giving effect to payments of principal received during the
related Collection Period and unscheduled collections of principal
received during the related Collection Period, and after reduction
for Charge-Off Amounts incurred during the related Collection
Period) multiplied by (2) approximately 81.72% and (y) (1) the
aggregate Stated Principal Balance of the Group II HELOCs as of the
last day of the related Collection Period (after giving effect to
payments of principal received during the related Collection Period
and unscheduled collections of principal
received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class II-M-6 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4 and Class II-M-5 Principal Distribution Amount on such
Distribution Date and (II) an amount equal to the excess (if any)
of (A) the sum of (1) the Certificate Principal Balances of the
Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4
and Class II-M-5 Certificates (after taking into account the
payment of the Class II-A, Class II-M-1, Class II-M-2, Class
II-M-3, Class II-M-4 and Class II-M-5 Principal Distribution Amount
for that Distribution Date) and (2) the Certificate Principal
Balance of the Class II-M-6 Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
aggregate Stated Principal Balance of the Group II HELOCs as of the
last day of the related Collection Period (after giving effect to
payments of principal received during the related Collection Period
and unscheduled collections of principal received during the
related Collection Period, and after reduction for Charge-Off
Amounts incurred during the related Collection Period) multiplied
by (2) approximately 84.82% and (y) (1) the aggregate Stated
Principal Balance of the Group II HELOCs as of the last day of the
related Collection Period (after giving effect to payments of
principal received during the related Collection Period and
unscheduled collections of principal received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class II-M-7 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4, Class II-M-5 and Class II-M-6 Principal Distribution Amount
on such Distribution Date and (II) an amount equal to the excess
(if any) of (A) the sum of (1) the Certificate Principal Balances
of the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4, Class II-M-5 and Class II-M-6 Certificates (after taking
into account the payment of the Class II-A, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-M-6
Principal Distribution Amount for that Distribution Date) and (2)
the Certificate Principal Balance of the Class II-M-7 Certificates
immediately prior to such Distribution Date over (B) the lesser of
(x) the product of (1) the aggregate Stated Principal Balance of
the Group II HELOCs as of the last day of the related Collection
Period (after giving effect to payments of principal received
during the related Collection Period and unscheduled collections of
principal received during the related Collection Period, and after
reduction for Charge-Off Amounts incurred during the related
Collection Period) multiplied by (2) approximately 87.32% and (y)
(1) the aggregate Stated Principal Balance of the Group II HELOCs
as of the last day of the related Collection Period (after giving
effect to payments of principal received during the related
Collection Period and unscheduled collections of principal received
during the related Collection Period, and after reduction for
Charge-Off Amounts incurred during the related Collection Period),
less (2) the related Overcollateralization Floor.
Class II-M-8 Principal
Distribution Amount With
respect to any Distribution Date is the lesser of (I) the Available
Principal Payment Amount remaining after distribution of the Class
II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6 and Class II-M-7 Principal Distribution Amount
on such Distribution Date and (II) an amount equal to
the
excess (if any) of (A) the sum of
(1) the Certificate Principal Balances of the Class II-A, Class
II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5,
Class II-M-6 and Class II-M-7 Certificates (after taking into
account the payment of the Class II-A, Class II-M-1, Class II-M-2,
Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class
II-M-7 Principal Distribution Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class II-M-8
Certificates immediately prior to such Distribution Date over (B)
the lesser of (x) the product of (1) the aggregate Stated Principal
Balance of the Group II HELOCs as of the last day of the related
Collection Period (after giving effect to payments of principal
received during the related Collection Period and unscheduled
collections of principal received during the related Collection
Period, and after reduction for Charge-Off Amounts incurred during
the related Collection Period) multiplied by (2) approximately
89.72% and (y) (1) the aggregate Stated Principal Balance of the
Group II HELOCs as of the last day of the related Collection Period
(after giving effect to payments of principal received during the
related Collection Period and unscheduled collections of principal
received during the related Collection Period, and after reduction
for Charge-Off Amounts incurred during the related Collection
Period), less (2) the related Overcollateralization
Floor.
Class II-M-9 Principal
Distribution Amount :
With respect to any Distribution Date is the lesser of (I) the
Available Principal Payment Amount remaining after distribution of
the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3, Class
II-M-4, Class II-M-5, Class II-M-6, Class II-M-7 and Class II-M-8
Principal Distribution Amount on such Distribution Date and (II) an
amount equal to the excess (if any) of (A) the sum of (1) the
Certificate Principal Balances of the Class II-A, Class II-M-1,
Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class
II-M-6, Class II-M-7 and Class II-M-8 Certificates (after taking
into account the payment of the Class II-A, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
Class II-M-7 and Class II-M-8 Principal Distribution Amount for
that Distribution Date) and (2) the Certificate Principal Balance
of the Class II-M-9 Certificates immediately prior to such
Distribution Date over (B) the lesser of (x) the product of (1) the
aggregate Stated Principal Balance of the Group II HELOCs as of the
last day of the related Collection Period (after giving effect to
payments of principal received during the related Collection Period
and unscheduled collections of principal received during the
related Collection Period, and after reduction for Charge-Off
Amounts incurred during the related Collection Period) multiplied
by (2) approximately 91.72% and (y) (1) the aggregate Stated
Principal Balance of the Group II HELOCs as of the last day of the
related Collection Period (after giving effect to payments of
principal received during the related Collection Period and
unscheduled collections of principal received during the related
Collection Period, and after reduction for Charge-Off Amounts
incurred during the related Collection Period), less (2) the
related Overcollateralization Floor.
Class II-S Floating Allocation
Percentage : With respect
to any Distribution Date, 100% minus the Floating Allocation
Percentage.
Class II-S Principal Payment
Amount : With respect to
the Class II-S Certificates, the sum of : (i) with respect to any
Distribution Date during the Managed Amortization Period and if the
Seller’s Certificate Pro Rata Tests are not met, the lesser
of (a) the Certificate Principal Balance of the Class II-S
Certificates immediately prior to such Distribution Date and (b)
the Principal Collection Amount less the aggregate Draws for the
related Distribution Date, (ii) with respect to any Distribution
Date during the Managed Amortization Period and if the
Seller’s
Certificate Pro Rata Tests are met,
the Class II-S Floating Allocation Percentage of the Principal
Collection Amount less the aggregate Draws for the related
Distribution Date, and (iii) with respect to any Distribution Date
during the Rapid Amortization Period, the Class II-S Floating
Allocation Percentage of the Principal Collection
Amount.
Class IO Distribution
Amount : As defined in
Section 4.16 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 4.16
hereof.
Closing Date
: July 29, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
Collection Period
: With respect to any Distribution
Date and the Group I Mortgage Loans, the period commencing on the
second day of the month preceding the month of the Distribution
Date and ending on the first day of the month of the Distribution
Date; and with respect to any Distribution Date and the Group II
HELOCs, the calendar month preceding the month in which such
Distribution Date occurs.
Combined Loan-to-Value
Ratio : With respect to
any Group I Loan as of any date of determination, the fraction
(expressed as a percentage) the numerator of which is the sum of
(i) original principal balance of the related Group I Loan at such
date of determination and (ii) the unpaid principal balance of the
related first lien Group I Loan as of the date of origination of
that Group I Loan and the denominator of which is the applicable
Appraised Value of the related Mortgaged Property at origination.
With respect to any Group II HELOC, the sum of the Credit Limit of
such Group II HELOC at the time such Group II HELOC was originated
or at the time such Group II HELOC is modified pursuant to Section
3.01 of this Agreement and the outstanding principal balance of the
Senior Lien(s), if any, as of the date of origination of the Group
II HELOC, divided by the Appraised Value.
Company : EMC.
Compensating Interest
: With respect to any Distribution
Date, (i) in the case of EMC, an amount, not to exceed the
Servicing Fee, to be deposited in the Protected Account by the
Company with respect to the payment of a Prepayment Interest
Shortfall on an EMC Group I Loan subject to this Agreement and (ii)
in the case of the Master Servicer, an amount not to exceed that
portion of the Master Servicing Fee payable to the Master Servicer.
If the Company fails to make such payment, the Master Servicer
shall be obligated to do so to the extent provided in Section
6.02(c) hereof.
Corporate Trust Office
: (i) With respect to the Trustee,
the designated corporate trust office of the Trustee, currently
located at Citibank, N.A., 388 Greenwich Street, 14th Floor, New
York, New York 10013, Attn: Corporate Trust Group, SACO 2005-5, and
(ii) with respect to the Securities Administrator, the designated
office of the Securities Administrator currently located at 135
South LaSalle Street, Suite 1625, Chicago, Illinois 60603
Attention: Global Securities and
Trust Services Group — SACO
2005-5 or at such other address as the Trustee or Securities
Administrator, as applicable, may designate from time to time by
notice to the Certificateholders, the Depositor, the Trustee, the
Master Servicer, the Securities Administrator and EMC or at the
principal corporate trust office of any successor
Trustee.
Corresponding
Certificate : With
respect to each REMIC II Regular Interest (other than REMIC II
Regular Interests AA, IO and ZZ) and each REMIC IV Regular Interest
(other than REMIC IV Regular Interests AA and ZZ), the Certificate
with the corresponding designation. With respect to each REMIC III
Group I Regular Interest (other than the Class I-C Interest and the
Class IO Interest), the related Certificate representing an
ownership therein.
Cumulative Charge-Off
Percentage : With respect
to the Group II Certificates and any Distribution Date is equal to
the percentage obtained by dividing (x) the aggregate Charge-Off
Amounts on the Group II HELOCs incurred since the Cut-off Date
through the end of the related Collection Period, minus the
principal portion of any amounts received in respect of the Group
II HELOCs following the charge-off, by (y) the aggregate Stated
Principal Balance of the Group II HELOCs as of the Cut-off
Date
Cumulative Realized Loss
Percentage : With respect
to any Distribution Date, the cumulative amount of Realized Losses
incurred by the Group I Loans from the Cut-off Date through the end
of the related Collection Period, expressed as a percentage of the
aggregate Stated Principal Balance of the Group I Loans as of the
Cut-off Date.
Current Interest
: With respect to each class of
Certificates and interests (other than the Residual Interests and
the Residual Certificates) and each Distribution Date is the
interest accrued at the applicable Pass-Through Rate for the
applicable Accrual Period on the Certificate Principal Balance or
Notional Amount or Uncertificated Notional Amount of such class
plus any amount previously distributed with respect to interest for
such Class that is 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 Collection Period.
Custodial Agreement
: Any of the LaSalle Custodial
Agreement or Wells Fargo Custodial Agreement, as
applicable.
Custodians
: (i) Wells Fargo Bank, National
Association, or any successor custodian appointed pursuant to the
provisions hereof and the Wells Fargo Custodial Agreement and (ii)
LaSalle Bank National Association, or any successor custodian
appointed pursuant to the provisions hereof and the LaSalle
Custodial Agreement.
Cut-off Date
: With respect to the Group I Loans,
the close of business on July 1, 2005; and with respect to Group II
HELOCs, the close of business on July 30, 2005.
Cut-off Date Principal
Balance : As to any Group
I Loan, the unpaid principal balance thereof as of the close of
business on the related Cut-off Date after application of all
Principal Prepayments received prior to the related Cut-off Date
and scheduled payments of principal due on or before the related
Cut-off Date, whether or not received, but without giving effect to
any installments of principal received in respect of Due Dates
after the related Cut-off Date. As to any Group II
HELOC,
the unpaid principal balance thereof
as of the close of business on the Cut-off Date. The aggregate
related Cut-off Date Principal Balance of the Group I Loans and
Group II HELOCs is $565,518,713.57 and $163,413,105.53,
respectively.
Debt Service Reduction
: With respect to any Group I Loan
or Group II HELOC, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Monthly Payment
for such Group I Loan or Group II HELOC that became final and
non-appealable, except such a reduction resulting from a Deficient
Valuation or any other reduction that results in a permanent
forgiveness of principal.
Deficient Valuation
: With respect to any Group I Loan
or Group II HELOC, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then
outstanding indebtedness under such Group I Loan or Group II HELOC,
or any reduction in the amount of principal to be paid in
connection with any Monthly Payment that results in a permanent
forgiveness of principal, which valuation or reduction results from
an order of such court that is final and non-appealable in a
proceeding under the Bankruptcy Code.
Definitive
Certificates : As defined
in Section 7.06.
Deleted Mortgage Loan
: A Group I Loan or Group II HELOC
replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquent
: A Group I Loan or Group II HELOC
is “delinquent” if any payment due thereon is not made
pursuant to the terms of such Group I Loan or Group II HELOC by the
close of business on the day such payment is scheduled to be due. A
Group I Loan or Group II HELOC 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 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
Securities Administrator 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.
Designated Depository
Institution : A
depository institution (commercial bank, federal savings bank,
mutual savings bank or savings and loan association) or trust
company (which may include the Trustee, the Securities
Administrator and the Master Servicer), the deposits of which are
fully insured by the FDIC to the extent provided by law.
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 segregated trust account or
accounts created and maintained by the Securities Administrator
pursuant to Section 5.08 in the name of the Trustee for the benefit
of the Certificateholders, which shall be entitled “LaSalle
Bank National Association, as Securities Administrator, on behalf
of Citibank, N.A., as Trustee, in trust for the registered holders
of Bear Stearns Asset Backed Securities I LLC, SACO I Trust 2005-5,
Mortgage Pass-Through Certificates, Series 2005-5.” The
Distribution Account must be an Eligible Account.
Distribution Account Deposit
Date : As to any
Distribution Date, on or before 3:00 p.m. New York City time on the
Business Day immediately preceding such Distribution
Date.
Distribution Date
: The 25th day of each calendar
month after the initial issuance of the Certificates, or if such
25th day is not a Business Day, the next succeeding Business Day,
commencing in August 2005.
Draw : With respect to any Group II HELOC, an
additional borrowing by the related Mortgagor subsequent to the
Cut-off Date in accordance with the related Mortgage
Note.
Draw Period
: With respect to any Group II
HELOC, the period during which the related Mortgagor is permitted
to make Draws.
Due Date : As to any Group I Loan or Group II HELOC, the
date in each month on which the related Monthly Payment is due, as
set forth in the related Mortgage Note.
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 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 the Securities Administrator 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 each
Rating Agency, as evidenced in writing. Eligible Accounts may bear
interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee and the Securities
Administrator.
EMC : EMC Mortgage Corporation, a Delaware
corporation, and its successors and assigns, in its capacity as a
seller of the EMC Mortgage Loans to the Depositor.
EMC Mortgage Loans
: The Group I Loans and Group II
HELOCs serviced by the Company pursuant to the terms of this
Agreement.
EMC Mortgage Corporation Mortgage
Loans : The Group I Loans
and Group II HELOCs identified as such on the Mortgage Loan
Schedule and for which EMC is the applicable Seller.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA Restricted
Certificates : Any of the
Class I-C, Class I-R and Group II Certificates.
Event of Default
: As defined in Section 9.01
hereof.
Excess Liquidation
Proceeds : To the extent
not required by law to be paid to the related Mortgagor, the
excess, if any, of any Liquidation Proceeds or Recoveries, as
applicable, with respect to a Group I Loan or Group II HELOC over
the Stated Principal Balance (without giving effect to any
reduction thereto in respect of any prior Charge-Off Amounts) of
such Group I Loan and accrued and unpaid interest at the related
Mortgage Rate through the last day of the month in which the Group
I Loan has been liquidated or has become a Charged-Off Group II
HELOC.
Excess Overcollateralization
Amount : With respect to
Group I Loans and any Distribution Date is the excess, if any, of
the Group I Overcollateralization Amount on that Distribution Date
over the Group I Overcollateralization Target Amount, and, with
respect to Group II HELOCs and any Distribution Date, the excess,
if any, of the Group II Overcollateralization Amount on that
Distribution Date over the Group II Overcollateralization Target
Amount.
Exemption : Prohibited Transaction Exemption 90-30, as
amended from time to time.
Extraordinary Trust Fund
Expenses : Any amounts
reimbursable to the Trustee, or any director, officer, employee or
agent of the Trustee, from the Trust Fund, and any amounts
reimbursable, (other than Advances and Servicing Advances), to the
Depositor, the Securities Administrator, the Master Servicer, any
Custodian, or any director, officer, employee or agent thereof, and
any other amounts payable or reimbursable from the Trust Fund as
Extraordinary Trust Fund Expenses pursuant to the terms of the
Pooling and Servicing Agreement and/or the Custodial Agreements,
including Extraordinary Trust Fund Expenses that are not reimbursed
in any calendar year as a result of the Extraordinary Trust Fund
Expenses Cap. Extraordinary Trust
Fund Expenses for any calendar year,
to the extent they may exceed the Extraordinary Trust Fund Expenses
Cap, shall be paid pro rata from the amounts available
therefore.
Extraordinary Trust Fund Expenses
Cap : $250,000 for each
calendar year; provided, however, that such cap will not apply to
any costs and expenses (i) of the Trustee incurred in connection
with the termination of the Securities Administrator or the Master
Servicer, the transfer of master servicing to a successor Master
Servicer and any costs incurred with the replacement of either
Custodian or (ii) of the Master Servicer incurred in connection
with the termination of the Company or any Servicer and the
transfer of servicing to a successor servicer.
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 by a Custodian
substantially in the form of Exhibit Three to the related Custodial
Agreement.
Final Recovery
Determination : With
respect to any defaulted Group I Loan or Group II HELOC or any REO
Property (other than a Group I Loan or Group II HELOC 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 11.01), a determination made
by the Company pursuant to this Agreement or the related Servicer
pursuant to the related Servicing Agreement that all Insurance
Proceeds, Liquidation Proceeds, Recoveries and other payments or
recoveries which the Company or such Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Master Servicer shall maintain
records, based solely on information provided by the Company and
the related Servicer, of each Final Recovery Determination made
thereby.
First Lien Group II
HELOC : Any Group II
HELOC secured by a Mortgage creating a first lien on the related
Mortgaged Property.
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.
Floating Allocation
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
with a numerator equal to the Invested Amount at the end of the
previous related Collection Period (in the case of the first
Distribution Date, the Invested Amount as of the Closing Date) and
a denominator equal to the aggregate Stated Principal Balance of
the Group II HELOCs at the end of the previous Collection Period
(in the case of the first Distribution Date, the Closing Date),
provided such percentage shall not be greater than 100%.
Formula Rate
: With respect to any Class of Class
I-A, Class I-M and Class I-B Certificates, a per annum rate equal
to the lesser of (x) One-Month LIBOR plus the applicable Margin and
(y) 11.000% per annum and, with respect to the Group II Offered
Certificates, a per annum rate equal to One-Month LIBOR plus the
applicable Margin.
Freddie Mac
: Federal Home Loan Mortgage
Corporation, or any successor thereto.
GreenPoint
: GreenPoint Mortgage Funding, Inc.
and any successor thereto.
GreenPoint Assignment
Agreement : The
Assignment, Assumption and Recognition Agreement, dated as of July
29, 2005, among EMC, Citibank, N.A., and GreenPoint evidencing the
assignment of the GreenPoint Servicing Agreement to the
Trust.
GreenPoint Loans
: Those Group II HELOCs subject to
this Agreement which were purchased by the Seller from GreenPoint
pursuant to the GreenPoint Servicing Agreement.
GreenPoint Servicing
Agreement : The
Seller’s Purchase, Warranties and Servicing Agreement, dated
as of October 18, 2004, between EMC and GreenPoint.
Group I
Certificateholders : The
holders of the Group I Certificates.
Group I Certificates
: The Class I-A, Class I-M, Class
I-B, Class I-C, Class I-R-1, Class I-R-2, Class I-R-3 and Class
I-RX Certificates.
Group I 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 I-M Certificates and Class I-B Certificates
and (ii) the Group I 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 Group I Loans as of the end of the related
Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal
received during the related Prepayment Collection Period, and after
reduction for Realized Losses incurred during the related
Collection Period).
Group I Loans
: The mortgage loans identified as
such on the Mortgage Loan Schedule for which the Company or Union
Federal is the servicer.
Group I Net Monthly Excess
Cashflow : With respect
to the Class I-A, Class I-M and Class I-B Certificates and any
Distribution Date is the excess, if any, of (x) the Available
Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the amount required to be distributed
as described in Section 6.04(a)(1) on such Distribution Date and
(B) the amount required to be distributed as described in Section
6.04(a)(2) on such Distribution Date (without giving effect to any
related Overcollateralization Increase Amount).
Group I Net WAC Cap
Rate : With respect to
any Distribution Date and any Class of the Class I-A, Class I-M and
Class I-B Certificates, a per annum rate equal to the excess, if
any, of (A) the weighted average of the Net Mortgage Rates of the
Group I Loans as of the first day of the calendar month preceding
the calendar month of such Distribution Date over (B) the sum of
(i) the Net Swap Payments payable to the Swap Provider on such
Distribution Date and (ii) any Swap Termination Payments not due to
a Swap Provider Trigger Event payable to the Swap Provider on such
Distribution Date, divided by the outstanding principal balance of
the Group I Loans as of the first day of the calendar month
preceding the calendar month of such Distribution Date, multiplied
by 12. The Net WAC Cap Rate for each Class of the Class I-A, Class
I-M and
Class I-B Certificates will be
calculated based on a 360-day year and the actual number of days
elapsed in the related Accrual Period. With respect to any
Distribution Date and the REMIC III Group I Regular Interests the
ownership of which are represented by the Class I-A, Class I-M and
Class I-B 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 Interest IO), weighted on the basis of the Uncertificated
Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.
Group I Offered
Certificates : The Class
I-A, Class I-M and Class I-B (other than the Class I-B-4)
Certificates.
Group I Optional Termination
Date : The first date on
which the majority holder of the Class I-C Certificates may
terminate the portion of the trust fund representing the Group I
Certificates pursuant to Section 11.01(a).
Group I Overcollateralization
Amount : With respect to
any Distribution Date is the amount, if any, by which the aggregate
Stated Principal Balance of the Group I Loans (after giving effect
to scheduled payments of principal due during the related
Collection Period, tot he extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Collection Period, and after reduction for Realized
Losses incurred during the related Collection Period) exceeds the
aggregate Certificate Principal Balance of the Class I-A, Class I-M
and Class I-B Certificates as of such Distribution Date after
giving effect to distributions of the Principal Distribution Amount
to be made on such Distribution Date.
Group I Overcollateralization
Increase Amount : With
respect to any Distribution Date and the Group I Certificates is an
amount equal to the lesser of (i) the related Net Monthly Excess
Cashflow available for payment of the related Overcollateralization
Increase Amount for that Distribution Date and (ii) the excess, if
any, of (x) the related Overcollateralization Target Amount for
that Distribution Date over (y) the related Overcollateralization
Amount for that Distribution Date.
Group I Overcollateralization
Reduction Amount : With
respect to Group I Certificates and any Distribution Date for which
the related Excess Overcollateralization Amount is, or would be,
after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the
lesser of (i) the related Excess Overcollateralization Amount for
that Distribution Date and (ii) the Principal Remittance Amount for
that Distribution Date
Group I Overcollateralization
Target Amount : With
respect to any Distribution Date (a) prior to the Group I Stepdown
Date, an amount equal to 5.90% of the aggregate Stated Principal
Balance of the Group I Loans as of the related Cut-off Date, (b) on
or after the Group I Stepdown Date and if a Group I Trigger Event
is not in effect, the lesser of (i) an amount equal to 5.90% of the
aggregate Stated Principal Balance of the Group I Loans as of the
related Cut-off Date and (ii) the greater of (x) approximately
11.80% of the then current aggregate Stated Principal Balance of
the Group I Loans as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent
received, and unscheduled
collections of principal received during the related Collection
Period and unscheduled collections of principal received during the
related Prepayment Collection Period, and after reduction for
Realized Losses incurred during the related Collection Period) and
(y) the related Overcollateralization Floor or (c) on or after the
Group I Stepdown Date and if a Group I Trigger Event is in effect,
the Group I Overcollateralization Target Amount for the immediately
preceding Distribution Date.
Group I Reserve Fund
: The fund created pursuant to
Section 4.16.
Group I Reserve Fund
Deposit : With respect to
the Group I Reserve Fund, an amount equal to $5,000, which the
Depositor shall deposit into the Group I Reserve Fund pursuant to
Section 4.16 hereof.
Group I Servicer
: EMC or Union Federal, as
applicable.
Group I Stepdown Date
: Later to occur of:
|
(x)
|
the Distribution Date occurring in
August 2008 and
|
|
(y)
|
the first Distribution Date for
which the Group I Current Specified Enhancement Percentage is
greater than or equal to approximately 61.60%.
|
Group I Trigger Event
: With respect to any Distribution
Date is if any of the following tests is not satisfied: (i) the 60
Day Plus Delinquency Percentage is less than 7.00%, or (ii)(A) for
any Distribution Date from and including the Distribution Date in
August 2008 to and including the Distribution Date in July 2009,
the Cumulative Realized Loss Percentage for such Distribution Date
is less than 5.40%, (B) for any Distribution Date from and
including the Distribution Date in August 2009 to and including the
Distribution Date in July 2010, the Cumulative Realized Loss
Percentage for such Distribution Date is less than 8.40%, (C) for
any Distribution Date from and including the Distribution Date in
August 2010 to and including the Distribution Date in July 2011,
the Cumulative Realized Loss Percentage for such Distribution Date
is less than 10.80%, and (D) for any Distribution Date thereafter,
the Cumulative Realized Loss Percentage for such Distribution Date
is less than 12.00%.
Group II
Certificateholders : The
holders of the Group II Certificates.
Group II Certificates
: The Class II-A, Class II-M, Class
II-B, Class II-E and Class II-S Certificates.
Group II 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 II-M Certificates and Class II-B Certificates
and (ii) the Group II Overcollateralization Amount, in each case
prior to the distribution of the Available Principal Payment Amount
on such Distribution Date, by (y) the aggregate Stated Principal
Balance of the Group II HELOCs as of the end of the related
Collection Period.
Group II HELOCs
: The revolving home equity line of
credit mortgage loans identified as such on the Mortgage Loan
Schedule for which the Company or GreenPoint is the
servicer.
Group II Net Monthly Excess
Cashflow : With respect
to Group II Certificates and any Distribution Date is the excess,
if any, of (x) the Available Principal Payment Amount for such
Distribution Date over (y) the sum for such Distribution Date of
(A) the amount required to be distributed pursuant to Section
6.04(b)(1) on such Distribution Date and (B) the amount required to
be distributed pursuant to Section 6.04(b)(2) on such Distribution
Date.
Group II Net WAC Cap
Rate : With respect to
any Distribution Date and any Class of the Class II-A, Class II-M
and Class II-B Certificates, a per annum rate equal to the weighted
average of the Net Mortgage Rates of the Group II HELOCs as of the
first day of the calendar month preceding the calendar month of
such Distribution Date. The Group II Net WAC Cap Rate for each
Class of the Class II-A, Class II-M and Class II-B Certificates
will be calculated based on a 360-day year and the actual number of
days elapsed in the related Accrual Period. For federal income tax
purposes, however, such rate shall be the equivalent of the
foregoing, expressed as the weighted average of (adjusted for the
actual number of days elapsed in the related Accrual Period) the
Uncertificated REMIC IV Pass-Through Rates on the REMIC IV Regular
Interests, weighted on the basis of the Uncertificated Principal
Balances of each such REMIC IV Regular Interest.
Group II Offered
Certificates : The Class
II-A, Class II-M and Class II-B Certificates.
Group II Optional Termination
Date : The first date on
which the majority holder of the Class II-E Certificates may
terminate the portion of the trust fund representing the Group II
Certificates pursuant to Section 11.01(b).
Group II Overcollateralization
Amount : With respect to
any Distribution Date is the amount, if any, by which the Invested
Amount exceeds the aggregate Certificate Principal Balance of the
Class II-A, Class II-M and Class II-B Certificates as of such
Distribution Date after giving effect to distributions to be made
on such Distribution Date.
Group II Overcollateralization
Increase Amount : With
respect to any Distribution Date and the Group II Certificates is
the amount payable to the Group II Offered Certificates as provided
in Section 6.04(b)(1).
Group II Overcollateralization
Reduction Amount : With
respect to Group II Certificates and any Distribution Date for
which the related Excess Overcollateralization Amount is, or would
be, after taking into account all other distributions to be made on
that Distribution Date, greater than zero, an amount equal to the
lesser of (i) the related Excess Overcollateralization Amount for
that Distribution Date and (ii) the Available Principal Payment
Amount for that Distribution Date (without giving effect to the
Group II Overcollateralization Reduction Amount).
Group II Overcollateralization
Target Amount : With
respect to any Distribution Date (a) prior to the Group II Stepdown
Date, an amount equal to 2.24% of the Invested Amount as of the
related Cut-off Date, (b) on or after the Group II Stepdown Date
and if a Group II Trigger Event is not in effect, the lesser of (i)
an amount equal to 2.24% of the Invested Amount as of the related
Cut-off Date and (ii) the greater of (x) approximately 4.48% of the
then current Invested Amount as of the last day of the related
Collection Period and (y) the related
Overcollateralization Floor or (c)
on or after the Group II Stepdown Date and if a Group II Trigger
Event is in effect, the Group II Overcollateralization Target
Amount for the immediately preceding Distribution Date.
Group II Reserve Fund
: The fund created pursuant to
Section 4.18.
Group II Reserve Fund
Deposit : With respect to
the Group II Reserve Fund, an amount equal to $5,000, which the
Depositor shall deposit into the Group II Reserve Fund pursuant to
Section 4.18 hereof.
Group II Servicer
: EMC or GreenPoint, as
applicable.
Group II Stepdown Date
: The later to occur of:
|
(x)
|
the Distribution Date occurring in
August 2008 and
|
|
(y)
|
the first Distribution Date for
which the Group II Current Specified Enhancement Percentage is
greater than or equal to approximately 41.88%.
|
Group II Trigger Event
: With respect to any Distribution
Date is if any of the following tests is not satisfied: (A) for any
Distribution Date from and including the Distribution Date in
August 2008 to and including the Distribution Date in July 2009,
the Cumulative Charge-off Percentage for such Distribution Date is
less than 3.24%, (B) for any Distribution Date from and including
the Distribution Date in August 2009 to and including the
Distribution Date in July 2010, the Cumulative Charge-off
Percentage for such Distribution Date is less than 4.34%, (C) for
any Distribution Date from and including the Distribution Date in
August 2010 to and including the Distribution Date in July 2011,
the Cumulative Charge-off Percentage for such Distribution Date is
less than 5.04%, (D) for any Distribution Date from and including
the Distribution Date in August 2011 to and including the
Distribution Date in July 2012, the Cumulative Charge-off
Percentage for such Distribution Date is less than 5.69%, and (E)
for any Distribution Date thereafter, the Cumulative Charge-off
Percentage for such Distribution Date is less than
6.19%.
HELOC Balance
: With respect to any Group II
HELOC, the portion, if any, of the Stated Principal Balance thereof
subject to a variable Mortgage Rate.
Indemnified Persons
: The Trustee, the Master Servicer,
the Company, the Trust Fund and the Securities Administrator and
their respective 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 any Group II HELOC, the
highest “prime” rate most recently published in the
Wall Street Journal. If the “prime rate” is no longer
published, then the Index will be a comparable independent index
selected by the Company.
Initial Certification
: The certification by a Custodian
substantially in the form of Exhibit One to the related 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
Group I Loans or Group II HELOCs pursuant to any insurance policy
and any other insurance policy covering a Group I Loan or Group II
HELOC, to the extent such proceeds are payable to the mortgagee
under the Mortgage, the Company, the related Servicer or the
trustee under the deed of trust and are not applied to the
restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Company or the
related Servicer would follow in servicing mortgage loans held for
its own account, in each case other than any amount included in
such Insurance Proceeds in respect of Insured Expenses.
Insured Expenses
: Expenses covered by any insurance
policy with respect to the Group I Loans or Group II
HELOCs.
Interest Collection
Amount : With respect to
each Distribution Date, an amount equal to the amount received by
the related Servicer and consisting of interest collected during
the related Collection Period on the Group II HELOCs and allocated
to interest in accordance with the terms of this Agreement and the
GreenPoint Servicing Agreement, as applicable, together with the
interest portion of any repurchase price relating to any
repurchased Group II HELOCs and substitution adjustment amount paid
during the related Collection Period and any Subsequent Recoveries
on Group II HELOCs that were previously Charged-Off
HELOCs.
Interest Determination
Date : Shall mean the
second LIBOR Business Day preceding the commencement of each
Accrual Period.
Interest Remittance
Amount : With respect to
any Distribution Date and Group I Certificates, that portion of the
net Available Distribution Amount for such Distribution Date
attributable to interest received on or in respect of the Group I
Loans.
Interim Certification
: The certification by a Custodian
substantially in the form of Exhibit Two to the related Custodial
Agreement.
Invested Amount
: With respect to any Distribution
Date, the aggregate Stated Principal Balance of the Group II HELOCs
reduced by the aggregate Certificate Principal Balance of the Class
II-S Certificates, if any.
Investor Charge-Off
Amount : With respect to
any Distribution Date, the Floating Allocation Percentage of
Charge-Off Amounts incurred during the related Collection
Period.
Investor Interest
Collections : With
respect to any Distribution Date, the Floating Allocation
Percentage of Interest Collection Amounts for the related
Collection Period
LaSalle : LaSalle Bank National Association, and any
successor thereto.
LaSalle Custodial
Agreement : The Custodial
Agreement, dated as of July 29, 2005, among the Depositor, EMC, as
a seller, Master Funding, as a seller, the Master Servicer, the
Trustee and LaSalle Bank National Association as Custodian relating
to the Group I Loans or Group II HELOCs identified in such
Custodial Agreement.
Last Scheduled Distribution
Date : Solely for
purposes of the face of the Certificates as follows: with respect
to the Group I Certificates, the Distribution Date in August 2035
and, with respect to the Group II Certificates, May
2035.
Latest Possible Maturity
Date : With respect to
the Group I Certificates (other than the Class I-R Certificates),
the Distribution Date following the final scheduled maturity date
of the Group I Loan in the Trust Fund having the latest scheduled
maturity date, and with respect to the Group II Certificates (other
than the Class II-S Certificates), the Distribution Date following
the final scheduled maturity date of the Group II HELOC in the
Trust Fund having the latest scheduled maturity date. For purposes
of the Treasury regulations under Sections 860A through 860G of the
Code, the latest possible maturity date of each Regular Interest
issued by REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC
VI shall be the Latest Possible Maturity Date applicable to the
Group I Certificates or Group II Certificates, as
applicable.
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 HELOC
: Any defaulted Group II HELOC as to
which the related Group II Servicer has determined that all amounts
which it expects to recover from or on account of such Group II
HELOC have been recovered.
Liquidated Loan
: With respect to any Distribution
Date, a defaulted Group I Loan that has been liquidated through
deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the
real property subject to the related Mortgage and any security
agreements and as to which the Company or the related Servicer has
made a Final Recovery Determination with respect
thereto.
Liquidation Proceeds
: Amounts, other than Insurance
Proceeds, received in connection with the partial or complete
liquidation of a Group I Loan or Group II HELOC, as applicable,
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.
LPMI Fee : Shall mean the fee payable to the insurer for
each Group I Loan subject to an LPMI Policy as set forth in such
LPMI Policy.
LPMI Policy
: A policy of mortgage guaranty
insurance issued by an insurer meeting the requirements of Fannie
Mae and Freddie Mac in which the Company or the related Servicer of
the related Group I Loan is responsible for the payment of the LPMI
Fee thereunder from collections on the related Group I
Loan.
Majority Class I-C
Certificateholder : The
Holder of a 50.01% or greater Percentage Interest in the Class I-C
Certificates.
Managed Amortization
Period : With respect to
Group II Certificates, is the period beginning on the Cut-off Date
and ending on the occurrence of a Rapid Amortization
Event.
Margin : With respect to each Group II HELOC, the
spread over the applicable Index, as specified in the related
Mortgage Note.
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 Group I Loans
identified as such on the Mortgage Loan Schedule and for which
Master Funding is the applicable Seller.
Master Servicer
: LaSalle Bank National Association,
in its capacity as master servicer, and its successors and assigns
or any successor master servicer appointed as herein
provided.
Master Servicer
Certification : A written
certification signed by an officer of the Master Servicer that
complies with (i) the Sarbanes-Oxley Act of 2002, as amended from
time to time, and (ii) the February 21, 2003 Statement by the Staff
of the Division of Corporation Finance of the Securities and
Exchange Commission Regarding Compliance by Asset Backed Issuers
with Exchange Act Rules 13a 14 and 15d 14, as in effect from time
to time; provided that if, after the Closing Date (a) the Sarbanes
Oxley Act of 2002 is amended, (b) the Statement referred to in
clause (ii) is modified or superceded by any subsequent statement,
rule or regulation of the Securities and Exchange Commission or any
statement of a division thereof, or (c) any future releases, rules
and regulations are published by the Securities and Exchange
Commission from time to time pursuant to the Sarbanes Oxley Act of
2002, which in any such case affects the form or substance of the
required certification and results in the required certification
being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification
as of the Closing Date, the Master Servicer Certification shall be
as agreed to by the Master Servicer, the Depositor and the Sellers
following a negotiation in good faith to determine how to comply
with any such new requirements
Master Servicer Collection
Account : The trust
accounts or accounts created and maintained pursuant to Section
5.06 hereof, which shall be entitled “LaSalle Bank National
Association, as master servicer, on behalf of Citibank, N.A., as
Trustee f/b/o holders of Bear Stearns Asset Backed Securities I,
LLC, Mortgage Pass-Through Certificates, Series 2005-5 - Master
Servicer Collection Account”. The Master Servicer Collection
Account may be a sub-account of the Distribution
Account.
Master Servicing Fee
: As to each Group I Loan and Group
II HELOC and any Distribution Date, an amount equal to 1/12th of
the Master Servicing Fee Rate multiplied by the Stated Principal
Balance of such Group I Loan or Group II HELOC as of the first day
of the month of the related Distribution Date.
Master Servicing Fee
Rate : 0.017% per
annum.
Master Servicing
Officer : Any officer of
the Master Servicer involved in, or responsible for, the
administration and servicing of the Group I Loans and Group II
HELOCs.
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 Group I
Loans or Group II HELOCs registered with MERS on the MERS®
System.
MOM Loan : With respect to any Group I Loan or Group II
HELOC, MERS acting as the mortgagee of such Group I Loan or Group
II HELOC, solely as nominee for the originator of such Group I Loan
or Group II HELOC and its successors and assigns, at the
origination thereof.
Monthly Payment
: The scheduled monthly payment on a
Group I Loan due on any Due Date allocable to principal and/or
interest on such Group I Loan or, with respect to a Group II HELOC,
the minimum amount required to be paid by the related Mortgagor in
that month.
Monthly Statement
: The statement prepared and
delivered by the Securities Administrator pursuant to Section
6.06.
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 Group I Loan or
Group II HELOC and any additional documents delivered to the
related Custodian to be added to the Mortgage File pursuant to this
Agreement and the related Custodial Agreement.
Mortgage Loan Purchase
Agreement : The Mortgage
Loan Purchase Agreement, dated as of July 29, 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 Group I Loans or Group II
HELOCs pursuant to Section 10.01.
Mortgage Loans
: Group I Loans and/or Group II
HELOCs, as applicable.
Mortgage Loan Schedule
: The list of Group I Loans and
Group II HELOCs (as from time to time amended by the Company or the
Master Servicer to reflect the deletion of Deleted Mortgage Loans
and the addition of Replacement Mortgage Loans pursuant to the
provisions of this Agreement) transferred to the Trustee as part of
the Trust Fund and from time to time subject
to this Agreement, the initial
Mortgage Loan Schedule being attached hereto as Exhibit B, setting
forth the following information with respect to each Group I Loan
or Group II HELOC:
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(i)
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the Group I Loan or Group II HELOC
identifying number;
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(ii)
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the current mortgage
rate;
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(iii)
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the Master Servicing Fee and
Servicing Fee;
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(iv)
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the lender paid primary mortgage
insurance fee, if any;
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(v)
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the current net mortgage
rate;
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(vi)
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the stated maturity date;
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(vii)
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the original principal
balance;
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(viii) the
current principal balance, and with respect to each Group II HELOC,
separately identifying any HELOC Balance;
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(ix)
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the stated original term to
maturity;
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(x)
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the stated remaining term to
maturity;
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(xi)
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the property type;
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(xii)
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the MIN with respect to each MOM
Loan;
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(xiii)
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the Custodian;
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(xiv) a
code indicating whether the Mortgage Loan is an EMC Mortgage
Corporation Loan or a Master Funding Mortgage Loan;
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(xv)
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with respect to each Group II HELOC,
the account number;
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(xvi) with
respect to each Group II HELOC, the Combined Loan-to-Value Ratio as
of the date of origination of the related Group II
HELOC;
(xvii) with
respect to each Group II HELOC, the Mortgage Rate as of the Cut-off
Date, separately indicating the Mortgage Rates applicable to any
HELOC Balance;
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(xviii)
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with respect to each Group II HELOC,
the debt-to-income ratio;
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(xix)
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with respect to each Group II HELOC,
the FICO;
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(xx)
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with respect to each Group II HELOC,
the Index;
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(xxi)
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with respect to each Group II HELOC,
the Credit Limit;
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(xxii)
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with respect to each Group II HELOC,
the Draw Period;
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(xxiii) with
respect to each Group II HELOC, the next payment change
date;
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(xxiv)
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with respect to each Group II HELOC,
the next rate change date;
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(xxv)
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with respect to each Group II HELOC,
the next look back date;
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(xxvi) with
respect to each Group II HELOC, the applicable monthly lifetime
caps;
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(xxvii)
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with respect to each Group II HELOC,
the monthly margins;
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(xxviii)
with respect to each Group II HELOC
whether the related Mortgage Rate was supposed to reset in the
first Collection Period but did not; and
(xxix) such
other information as the Master Servicer reasonably deems necessary
to be included on the Mortgage Loan Schedule for the master
servicing of the Mortgage Loans.
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. With respect to any Group II HELOC, the related note executed
by the related Mortgagor and any amendment or modification
thereof.
Mortgage Rate
: With respect to each Group I Loan
and Group II HELOC, the annual rate at which interest accrues on
such Group I Loan or Group II HELOC from time to time in accordance
with the provisions of the related Mortgage Note. With respect to
each Group I Loan or Group II HELOC 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 Group I Loan or Group II HELOC became an REO
Property.
Mortgaged Property
: The underlying property securing a
Group I Loan or Group II HELOC.
Mortgagor : The obligors on a Mortgage Note.
Net Monthly Excess
Cashflow : Group I Net
Monthly Excess Cashflow or Group II Net Monthly Excess Cashflow, as
applicable.
Net Mortgage Rate
: With respect to any Group I Loan
or Group II HELOC (or the related REO Property) as of any date of
determination, a per annum rate of interest equal to the then
applicable Mortgage Rate for such Group I Loan or Group II HELOC
minus the Master Servicing Fee Rate and the Servicing Fee
Rate.
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.
Net WAC Cap Rate
: Group I Net WAC Cap Rate or Group
II Net WAC Cap Rate.
Net WAC Cap Rate Carryover
Amount : With respect to
any Class of the Class I-A, Class I-M, Class I-B, Class II-A, Class
II-M and Class II-B Certificates and any Distribution Date, the sum
of (A) the positive excess of (i) the amount of interest that would
have been payable to such Class of Certificates on such
Distribution Date if the Pass-Through Rate for such Class for such
Distribution Date were calculated at the related Formula Rate, over
(ii) the amount of interest payable on such Class of Certificates
at the related Net WAC Cap Rate for such Distribution Date (such
excess being the “Basis Risk Shortfall” for such
Distribution Date) and (B) the related Net WAC Cap Rate Carryover
Amount for any previous Distribution Dates not previously paid,
together with interest thereon at a rate equal to the related
Formula Rate for such Class of Certificates for such Distribution
Date.
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 Company or the Master
Servicer pursuant to this Agreement that, in the good faith
judgment of the Company or 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 the Class I-C
Certificates and any Distribution Date, an amount equal to the
aggregate Stated Principal Balance of the Group I Loans at the
beginning of the related Collection Period. The initial Notional
Amount of the Class I-C Certificates shall be $33,375,963.79. For
federal income tax purposes, the Notional Amount of the Class II-E
Certificates for any Distribution Date shall be an amount equal to
the aggregate Uncertificated Principal Balance of the REMIC IV
Regular Interest for such Distribution Date. With respect to the
Class II-E Certificates and any Distribution Date, an amount equal
to the aggregate Stated Principal Balance of the Group II HELOCs at
the beginning of the related Collection Period. The initial
Notional Amount of the Class II-E Certificates shall be
$3,661,105.53. For federal income tax purposes, the Notional Amount
of the Class I-E Certificates for any Distribution Date shall be an
amount equal to the Uncertificated Notional Amount of the Class I-E
Interest for such Distribution Date.
Offered Certificates
: Any of the Group I Offered
Certificates and Group II Offered Certificates.
Officer’s
Certificate : A
certificate (i) signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a Vice President (however
denominated), an Assistant Vice President, the Treasurer, the
Secretary, or one of the assistant treasurers or assistant
secretaries of the Depositor, the Seller 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 Sellers, the Securities Administrator, the
Master Servicer and/or the Trustee, as the case may be, as required
by this Agreement.
One-Month LIBOR
: With respect to any Accrual
Period, the rate determined by the Securities Administrator on the
related Interest Determination Date on the basis of the rate for
U.S. dollar deposits for one month that appears on Telerate Screen
Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on such page (or
such other page as may replace that page on that service, or if
such service is no longer offered, such other service for
displaying One-Month LIBOR or comparable rates as may be reasonably
selected by the Securities Administrator), One-Month LIBOR for the
applicable Accrual Period will be the Reference Bank Rate. If no
such quotations can be obtained by the Securities Administrator and
no Reference Bank Rate is available, One-Month LIBOR will be
One-Month LIBOR applicable to the preceding Accrual Period. The
establishment of One-Month LIBOR on each Interest Determination
Date by the Securities Administrator and the Securities
Administrator’s calculation of the rate of interest
applicable to the Class I-A, Class I-M, Class I-B, Class II-A,
Class II-M and Class II-B 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 I-A Certificates and, for purposes of the definition of
“REMIC II Marker Rate” and “REMIC II Maximum
Uncertificated Accrued Interest Deferral Amount”, REMIC II
Regular Interest I-A, a per annum rate equal to One-Month LIBOR
plus the related Certificate Margin.
With respect to the Class I-M-1
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-M-1, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-M-2
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-M-2, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-M-3
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-M-3, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-M-4
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-M-4, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-M-5
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral
Amount”, REMIC II Regular
Interest I-M-5, a per annum rate equal to One-Month LIBOR plus the
related Certificate Margin.
With respect to the Class I-B-1
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-B-1, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-B-2
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-B-2, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-B-3
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-B-3, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class I-B-4
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC II Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC II Regular Interest
I-B-4, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-A
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-A, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-1
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-1, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-2
Certificates and, for purposes of the definition of “REMIC II
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-2, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-3
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-3, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-4
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-4, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-5
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-5, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-6
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-6, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-7
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-7, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the Class II-M-8
Certificates and, for purposes of the definition of “REMIC IV
Marker Rate” and “REMIC IV Maximum Uncertificated
Accrued Interest Deferral Amount”, REMIC IV Regular Interest
II-M-8, a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin.
With respect to the
