EXHIBIT 4.1
DEUTSCHE ALT-A SECURITIES, INC.
Depositor
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION
Master Servicer and Securities
Administrator
and
HSBC BANK USA, NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 2005
Mortgage Pass-Through Certificates
Series 2005-4
TABLE OF CONTENTS
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Section 1.1
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Definitions.
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Section 1.2
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Allocation of Certain Interest
Shortfall.
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ARTICLE II
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CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF
CERTIFICATES
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Section 2.1
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Conveyance of Trust
Fund
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Section 2.2
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Acceptance by Trustee
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Section 2.3
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Repurchase or Substitution of
Loans.
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Section 2.4
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Authentication and Delivery of
Certificates; Designation of Certificates as REMIC Regular and
Residual Interests.
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Section 2.5
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Representations and Warranties of
the Master Servicer
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Section 2.6
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Conveyance of Subsequent
Loans.
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Section 2.7
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Establishment of the
Trust.
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ARTICLE III
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ADMINISTRATION AND SERVICING OF THE LOANS;
ACCOUNTS
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Section 3.1
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Master Servicer
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Section 3.2
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REMIC-Related
Covenants
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Section 3.3
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Monitoring of
Servicers
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Section 3.4
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Fidelity Bond
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Section 3.5
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Power to Act;
Procedures
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Section 3.6
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Due-on-Sale Clauses; Assumption
Agreements
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Section 3.7
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Release of Mortgage
Files.
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Section 3.8
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Documents, Records and Funds in
Possession of Master Servicer To Be Held for Trustee.
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Section 3.9
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Standard Hazard Insurance and
Flood Insurance Policies.
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Section 3.10
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Presentment of Claims and
Collection of Proceeds
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Section 3.11
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Maintenance of the Primary
Mortgage Insurance Policies.
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Section 3.12
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Trustee to Retain Possession of
Certain Insurance Policies and Documents.
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Section 3.13
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Realization Upon Defaulted
Loans
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Section 3.14
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Compensation for the Master
Servicer.
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Section 3.15
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REO Property.
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Section 3.16
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Annual Officer’s
Certificate as to Compliance.
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Section 3.17
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Annual Independent
Accountant’s Servicing Report
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Section 3.18
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Reports Filed with Securities and
Exchange Commission.
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Section 3.19
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UCC
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Section 3.20
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Obligation of the Master Servicer
in Respect of Compensating Interest
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Section 3.21
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Reserved.
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Section 3.22
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Protected Accounts.
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Section 3.23
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Distribution Account.
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Section 3.24
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Permitted Withdrawals and
Transfers from the Distribution Account.
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Section 3.25
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Reserve Fund.
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Section 3.26
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Pre-Funding Account.
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Section 3.27
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Capitalized Interest
Account.
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Section 3.28
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Prepayment Penalty
Verification.
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ARTICLE IV
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PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES;
STATEMENTS AND REPORTS
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Section 4.1
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Distributions to
Certificateholders.
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Section 4.2
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Allocation Realized
Losses.
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Section 4.3
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Reduction of Certificate
Principal Balances on the Certificates.
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Section 4.4
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Compliance with Withholding
Requirements.
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Section 4.5
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Distributions on the
Uncertificated REMIC Regular Interests.
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Section 4.6
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Statements to
Certificateholders.
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Section 4.7
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Advances.
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ARTICLE V
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THE CERTIFICATES
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Section 5.1
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The Certificates.
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Section 5.2
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Registration of Transfer and
Exchange of Certificates.
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Section 5.3
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Mutilated, Destroyed, Lost or
Stolen Certificates.
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Section 5.4
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Persons Deemed Owners.
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Section 5.5
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Certain Available
Information.
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ARTICLE VI
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THE DEPOSITOR AND THE MASTER SERVICER AND THE
CREDIT RISK MANAGER
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Section 6.1
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Liability of the Depositor and
the Master Servicer.
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Section 6.2
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Merger or Consolidation of the
Depositor or the Master Servicer.
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Section 6.3
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Limitation on Liability of the
Depositor, the Master Servicer, the Servicers, the Securities
Administrator and Others.
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Section 6.4
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Limitation on Resignation of the
Master Servicer.
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Section 6.5
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Assignment of Master
Servicing.
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Section 6.6
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Rights of the Depositor in
Respect of the Master Servicer.
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Section 6.7
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Duties of the Credit Risk
Manager.
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Section 6.8
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Limitation Upon Liability of the
Credit Risk Manager.
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Section 6.9
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Removal of the Credit Risk
Manager.
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Section 6.10
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Transfer of Servicing by Seller
of Certain Loans Serviced by GMAC.
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Section 7.1
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Master Servicer Events of
Default.
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Section 7.2
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Trustee to Act; Appointment of
Successor.
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Section 7.3
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Notification to
Certificateholders.
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Section 7.4
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Waiver of Master Servicer Events
of Default.
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ARTICLE VIII
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CONCERNING THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR
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Section 8.1
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Duties of Trustee and Securities
Administrator.
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Section 8.2
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Certain Matters Affecting Trustee
and Securities Administrator.
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Section 8.3
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Trustee and Securities
Administrator not Liable for Certificates or Loans.
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Section 8.4
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Trustee, Master Servicer and
Securities Administrator May Own Certificates.
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Section 8.5
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Fees and Expenses of Trustee and
Securities Administrator.
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Section 8.6
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Eligibility Requirements for
Trustee and Securities Administrator.
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Section 8.7
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Resignation and Removal of
Trustee and Securities Administrator.
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Section 8.8
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Successor Trustee or Securities
Administrator.
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Section 8.9
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Merger or Consolidation of
Trustee or Securities Administrator.
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Section 8.10
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Appointment of Co-Trustee or
Separate Trustee.
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Section 8.11
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Appointment of Office or
Agency.
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Section 8.12
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Representations and Warranties of
the Trustee.
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Section 9.1
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Termination Upon Purchase or
Liquidation of the Loans.
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Section 9.2
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Additional Termination
Requirements.
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ARTICLE X
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REMIC PROVISIONS
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Section 10.1
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REMIC Administration.
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Section 10.2
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Prohibited Transactions and
Activities.
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Section 10.3
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Indemnification.
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ARTICLE XI
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MISCELLANEOUS PROVISIONS
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Section 11.1
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Amendment
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Section 11.2
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Recordation of Agreement;
Counterparts
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Section 11.3
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Limitation on Rights of
Certificateholders
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Section 11.4
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Governing Law
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Section 11.5
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Notices
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Section 11.6
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Severability of
Provisions.
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Section 11.7
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Notice to Rating
Agencies.
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Section 11.8
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Article and
Section References.
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Section 11.9
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Grant of Security
Interest.
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EXHIBITS
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Exhibit A-1
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-
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Form of Class A-[1][2][3][4][5][6][7]
Certificates
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Exhibit A-2
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-
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Form of Class A-X[1A][1B][2]
Certificates
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Exhibit A-3
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-
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Form of Class M Certificates
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Exhibit A-4
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-
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Form of Class B-[1][2] Certificates
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Exhibit A-5
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-
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Form of Class B-[3][4][5]
Certificates
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Exhibit A-6
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-
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Form of Class R Certificates
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Exhibit A-7
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-
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Form of Class P Certificates
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Exhibit B-1
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-
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Form of Rule 144A Investment Letter
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Exhibit B-2
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-
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Form of Investment Letter (Non-Rule
144A)
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Exhibit B-3
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-
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Form of Regulation S Transfer
Certificate
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Exhibit B-4
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-
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Form of Clearing System Certificate
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Exhibit C
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-
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Form of Transfer Affidavit
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Exhibit D
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-
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Form of Addition Notice
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Exhibit E
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-
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Form of Subsequent Transfer
Instrument
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Schedule One
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-
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Loan Schedule
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Schedule Two
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-
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Prepayment Charge Schedule
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Schedule Three
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-
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Identified Subsequent Loans
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This Pooling and Servicing
Agreement, dated and effective as of August 1, 2005 (this
“Agreement”), is executed by and among Deutsche Alt-A
Securities, Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as master servicer (the
“Master Servicer”) and securities administrator (the
“Securities Administrator”), and HSBC Bank USA,
National Association, as trustee (the “Trustee”).
Capitalized terms used in this Agreement and not otherwise defined
have the meanings ascribed to such terms in Article I
hereof.
PRELIMINARY
STATEMENT
The Depositor at the Closing Date is
the owner of the Loans and the other property being conveyed by it
to the Trustee for inclusion in the Trust Fund. The Trust Fund will
consist of a segregated pool of assets comprised of the Loans, the
Subsequent Loans and certain other assets. On the Closing Date, the
Depositor will acquire the Certificates from the Trust Fund as
consideration for its transfer to the Trust Fund of the Loans and
certain other assets and will be the owner of the Certificates. The
Depositor has duly authorized the execution and delivery of this
Agreement to provide for the conveyance to the Trustee of the Loans
and the issuance to the Depositor of the Certificates representing
in the aggregate the entire beneficial ownership of the Trust Fund.
All covenants and agreements made by the Depositor, the Master
Servicer, the Securities Administrator and the Trustee herein with
respect to the Loans and the other property constituting the Trust
Fund are for the benefit of the Holders from time to time of the
Certificates. The Depositor, the Master Servicer, the Securities
Administrator and the Trustee are entering into this Agreement, and
the Trustee is accepting the trust created hereby, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
The Certificates issued hereunder,
other than the Junior Subordinate Certificates, have been offered
for sale pursuant to a Prospectus, dated August 26, 2005, and a
Prospectus Supplement, dated August 26, 2005 of the Depositor
(together, the “Prospectus”). The Junior Subordinate
Certificates have been offered for sale pursuant to a Private
Placement Memorandum, dated August 26, 2005. The Trust Fund created
hereunder is intended to be the “Trust” as described in
the Prospectus and the Certificates are intended to be the
“Certificates” described therein.
REMIC I
As provided herein, the Trustee will
make an election to treat the segregated pool of assets described
in the definition of REMIC I (as defined herein), and subject to
this Agreement, as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes and such
segregated pool of assets will be designated as “REMIC
I”. The REMIC I Regular Interests will be the “regular
interests” in REMIC I and Component R-1 of the Class R
Certificates will represent the sole Class of “residual
interests” in REMIC I for purposes of the REMIC Provisions
(as defined herein) under the federal income tax law. The following
table irrevocably sets forth the designation, the Uncertificated
REMIC I Pass-Through Rate, the initial Uncertificated Principal
Balance, and for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I Regular Interests. None of the
REMIC I Regular Interests will be certificated.
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REMIC I
Regular Interest
Designation
|
|
Uncertificated
REMIC I
Pass-Through Rate
|
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Initial
Uncertificated
Principal Balance
|
|
Latest Possible
Maturity Date(1)
|
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LT-PF
|
|
(2)
|
|
$
|
7,897,756.56
|
|
September 25, 2035
|
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LT-1
|
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(2)
|
|
$
|
292,356,536.91
|
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September 25, 2035
|
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LT-P
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(2)
|
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$
|
100.00
|
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September 25, 2035
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_________________
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(1)
|
For purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the latest possible
maturity date for the Loans has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
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(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
make an election to treat the segregated pool of assets consisting
of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II”. The REMIC II Regular Interests will be the
“regular interests” in REMIC II and Component R-2 of
the Class R Certificates will represent the sole Class of
“residual interests” in REMIC II for purposes of the
REMIC Provisions (as defined herein) under the federal income tax
law. The following table irrevocably sets forth the designation,
the Uncertificated REMIC II Pass-Through Rate, the initial
Uncertificated Principal Balance, and for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC
II Regular Interests. None of the REMIC II Regular Interests will
be certificated.
|
REMIC II
Regular Interest
Designation
|
|
|
