BEAR STEARNS ASSET BACKED SECURITIES
I LLC,
Depositor,
EMC MORTGAGE CORPORATION,
Seller and Master
Servicer,
and
LASALLE BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of August 1,
2005
BEAR STEARNS ASSET BACKED SECURITIES
I TRUST 2005-HE8
ASSET-BACKED CERTIFICATES, SERIES
2005-HE8
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms.
|
|
Section 1.02
|
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II
CONVEYANCE OF TRUST FUND REPRESENTATIONS AND
WARRANTIES
|
Section 2.01
|
Conveyance of Trust
Fund.
|
|
Section 2.02
|
Acceptance of the Mortgage
Loans.
|
|
Section 2.03
|
Representations, Warranties and
Covenants of the Master Servicer and EMC as a Seller.
|
|
Section 2.04
|
Representations and Warranties of
the Depositor.
|
|
Section 2.05
|
Delivery of Opinion of Counsel in
Connection with Substitutions and Repurchases.
|
|
Section 2.06
|
Countersignature and Delivery of
Certificates.
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE
LOANS
|
Section 3.01
|
The Master Servicer to act as
Master Servicer.
|
|
Section 3.02
|
Due-on-Sale Clauses; Assumption
Agreements.
|
|
Section 3.03
|
Subservicers.
|
|
Section 3.04
|
Documents, Records and Funds in
Possession of the Master Servicer To Be Held for
Trustee.
|
|
Section 3.05
|
Maintenance of Hazard
Insurance.
|
|
Section 3.06
|
Presentment of Claims and
Collection of Proceeds.
|
|
Section 3.07
|
Maintenance of the Primary
Mortgage Insurance Policies.
|
|
Section 3.08
|
Fidelity Bond, Errors and
Omissions Insurance.
|
|
Section 3.09
|
Realization Upon Defaulted
Mortgage Loans; Determination of Excess Liquidation Proceeds and
Realized Losses; Repurchases of Certain Mortgage Loans.
|
|
Section 3.10
|
Servicing
Compensation.
|
|
Section 3.11
|
REO Property.
|
|
Section 3.12
|
Liquidation Reports.
|
|
Section 3.13
|
Annual Certificate as to
Compliance.
|
|
Section 3.14
|
Annual Independent Certified
Public Accountants’ Servicing Report.
|
|
Section 3.15
|
Books and Records.
|
|
Section 3.16
|
Reports Filed with Securities and
Exchange Commission.
|
|
Section 3.17
|
UCC.
|
|
Section 3.18
|
Optional Purchase of Certain
Mortgage Loans.
|
|
Section 3.19
|
Obligations of the Master
Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
|
Section 3.20
|
Reserve Fund; Payments to and
from Swap Administrator.
|
|
Section 3.21
|
Tax Treatment of Class IO
Distribution Amounts in the Event of Resecuritization of Class A
Certificates or Class M Certificates.
|
|
Section 3.22
|
Advancing Facility.
|
|
Section 3.23
|
Special Servicer.
|
ARTICLE IV
ACCOUNTS
|
Section 4.01
|
Collection of Mortgage Loan
Payments; Protected Account.
|
|
Section 4.02
|
Permitted Withdrawals From the
Protected Account.
|
|
Section 4.03
|
Collection of Taxes; Assessments
and Similar Items; Escrow Accounts.
|
|
Section 4.04
|
Distribution Account.
|
|
Section 4.05
|
Permitted Withdrawals and
Transfers from the Distribution Account.
|
|
Section 4.06
|
Class P Certificate
Account.
|
ARTICLE V
DISTRIBUTIONS AND ADVANCES
|
Section 5.01
|
Advances.
|
|
Section 5.02
|
Compensating Interest
Payments.
|
|
Section 5.03
|
REMIC Distributions.
|
|
Section 5.04
|
Distributions.
|
|
Section 5.05
|
Allocation of Realized
Losses.
|
|
Section 5.06
|
Monthly Statements to
Certificateholders.
|
|
Section 5.07
|
REMIC Designations and REMIC
Distributions.
|
ARTICLE VI
THE CERTIFICATES
|
Section 6.01
|
The Certificates.
|
|
Section 6.02
|
Certificate Register;
Registration of Transfer and Exchange of Certificates.
|
|
Section 6.03
|
Mutilated, Destroyed, Lost or
Stolen Certificates.
|
|
Section 6.04
|
Persons Deemed Owners.
|
|
Section 6.05
|
Access to List of
Certificateholders’ Names and Addresses.
|
|
Section 6.06
|
Book-Entry
Certificates.
|
|
Section 6.07
|
Notices to Depository.
|
|
Section 6.08
|
Definitive
Certificates.
|
|
Section 6.09
|
Maintenance of Office or
Agency.
|
ARTICLE VII
THE DEPOSITOR AND THE MASTER SERVICER
|
Section 7.01
|
Liabilities of the Depositor and
the Master Servicer.
|
|
Section 7.02
|
Merger or Consolidation of the
Depositor or the Master Servicer.
|
|
Section 7.03
|
Indemnification of the Trustee
and the Master Servicer.
|
|
Section 7.04
|
Limitations on Liability of the
Depositor, the Master Servicer and Others
|
|
Section 7.05
|
Master Servicer Not to
Resign
|
|
Section 7.06
|
Successor Master
Servicer
|
|
Section 7.07
|
Sale and Assignment of Master
Servicing
|
ARTICLE VIII
DEFAULT; TERMINATION OF MASTER
SERVICER
|
Section 8.01
|
Events of Default.
|
|
Section 8.02
|
Trustee to Act; Appointment of
Successor.
|
|
Section 8.03
|
Notification to
Certificateholders.
|
|
Section 8.04
|
Waiver of Defaults.
|
ARTICLE IX
CONCERNING THE TRUSTEE
|
Section 9.01
|
Duties of Trustee.
|
|
Section 9.02
|
Certain Matters Affecting the
Trustee.
|
|
Section 9.03
|
Trustee Not Liable for
Certificates or Mortgage Loans.
|
|
Section 9.04
|
Trustee May Own
Certificates.
|
|
Section 9.05
|
Trustee’s Fees and
Expenses.
|
|
Section 9.06
|
Eligibility Requirements for
Trustee.
|
|
Section 9.07
|
Insurance.
|
|
Section 9.08
|
Resignation and Removal of
Trustee.
|
|
Section 9.09
|
Successor Trustee.
|
|
Section 9.10
|
Merger or Consolidation of
Trustee.
|
|
Section 9.11
|
Appointment of Co-Trustee or
Separate Trustee.
|
|
Section 9.12
|
Tax Matters.
|
ARTICLE X
TERMINATION
|
Section 10.01
|
Termination upon Liquidation or
Repurchase of all Mortgage Loans.
|
|
Section 10.02
|
Final Distribution on the
Certificates.
|
|
Section 10.03
|
Additional Termination
Requirements.
|
ARTICLE XI
MISCELLANEOUS PROVISIONS
|
Section 11.01
|
Amendment.
|
|
Section 11.02
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03
|
Governing Law.
|
|
Section 11.04
|
Intention of Parties.
|
|
Section 11.05
|
Notices.
|
|
Section 11.06
|
Severability of
Provisions.
|
|
Section 11.07
|
Assignment.
|
|
Section 11.08
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.09
|
Inspection and Audit
Rights.
|
|
Section 11.10
|
Certificates Nonassessable and
Fully Paid.
|
|
Section 11.11
|
Third Party Rights.
|
Exhibits
|
Exhibit A-1
|
Form of Class A Certificates
|
|
Exhibit A-2
|
Form of Class M Certificates
|
|
Exhibit A-3
|
Form of Class P Certificates
|
|
Exhibit A-4
|
Form of Class CE Certificates
|
|
Exhibit A-5
|
Form of Class R Certificates
|
|
Exhibit B
|
Mortgage Loan Schedule
|
|
Exhibit C
|
Form of Transfer Affidavit
|
|
Exhibit D
|
Form of Transferor Certificate
|
|
Exhibit E
|
Form of Investment Letter (Non-Rule
144A)
|
|
Exhibit F
|
Form of Rule 144A and Related Matters
Certificate
|
|
Exhibit G
|
Form of Request for Release
|
|
Exhibit H
|
DTC Letter of Representations
|
|
Exhibit I
|
Schedule of Mortgage Loans with Lost
Notes
|
|
Exhibit J
|
Form of Custodial Agreement
|
|
Exhibit K
|
Form of Back-Up Certification
|
|
Exhibit L
|
Form of Mortgage Loan Purchase
Agreement
|
|
Exhibit M
|
Swap Agreement
|
|
Exhibit N
|
Special Servicer Delinquency Triggers
|
POOLING AND SERVICING AGREEMENT,
dated as of August 1, 2005, among BEAR STEARNS ASSET BACKED
SECURITIES I LLC, a Delaware limited liability company, as
depositor (the “Depositor”), EMC MORTGAGE CORPORATION,
a Delaware corporation, as seller (in such capacity, a
“Seller”) and as master servicer (in such capacity, the
“Master Servicer”) and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association, not in its individual
capacity, but solely as trustee (the
“Trustee”).
PRELIMINARY STATEMENT
The Depositor is the owner of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates.
REMIC I
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets subject to this
Agreement (other than the Reserve Fund and, for the avoidance of
doubt, the Swap Agreement, the Swap Account and any rights or
obligations in respect of the Swap Administration Agreement) as a
REMIC (as defined herein) for federal income tax purposes, and such
segregated pool of assets will be designated as “REMIC
I”. The Class R-1 Certificates will be the sole class of
Residual Interests (as defined herein) in REMIC I for purposes of
the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC I
Pass-Through Rate, the initial Uncertificated Principal Balance
and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC I Regular Interests (as defined
herein). None of the REMIC I Regular Interests will be
certificated.
|
Designation
|
|
Uncertificated REMIC
I
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
|
I-1-A
|
|
Variable(2)
|
|
$
|
6,082,585.79
|
|
August 25, 2035
|
|
|
I-1-B
|
|
Variable(2)
|
|
$
|
6,082,585.79
|
|
August 25, 2035
|
|
|
I-2-A
|
|
Variable(2)
|
|
$
|
7,230,833.87
|
|
August 25, 2035
|
|
|
I-2-B
|
|
Variable(2)
|
|
$
|
7,230,833.87
|
|
August 25, 2035
|
|
|
I-3-A
|
|
Variable(2)
|
|
$
|
8,359,503.15
|
|
August 25, 2035
|
|
|
I-3-B
|
|
Variable(2)
|
|
$
|
8,359,503.15
|
|
August 25, 2035
|
|
|
I-4-A
|
|
Variable(2)
|
|
$
|
9,458,144.07
|
|
August 25, 2035
|
|
|
I-4-B
|
|
Variable(2)
|
|
$
|
9,458,144.07
|
|
August 25, 2035
|
|
|
I-5-A
|
|
Variable(2)
|
|
$
|
10,516,110.60
|
|
August 25, 2035
|
|
|
I-5-B
|
|
Variable(2)
|
|
$
|
10,516,110.60
|
|
August 25, 2035
|
|
|
I-6-A
|
|
Variable(2)
|
|
$
|
11,521,316.76
|
|
August 25, 2035
|
|
|
I-6-B
|
|
Variable(2)
|
|
$
|
11,521,316.76
|
|
August 25, 2035
|
|
|
I-7-A
|
|
Variable(2)
|
|
$
|
12,464,128.18
|
|
August 25, 2035
|
|
|
I-7-B
|
|
Variable(2)
|
|
$
|
12,464,128.18
|
|
August 25, 2035
|
|
|
I-8-A
|
|
Variable(2)
|
|
$
|
13,310,554.20
|
|
August 25, 2035
|
|
|
I-8-B
|
|
Variable(2)
|
|
$
|
13,310,554.20
|
|
August 25, 2035
|
|
|
I-9-A
|
|
Variable(2)
|
|
$
|
13,108,730.72
|
|
August 25, 2035
|
|
|
I-9-B
|
|
Variable(2)
|
|
$
|
13,108,730.72
|
|
August 25, 2035
|
|
|
I-10-A
|
|
Variable(2)
|
|
$
|
12,656,797.38
|
|
August 25, 2035
|
|
|
I-10-B
|
|
Variable(2)
|
|
$
|
12,656,797.38
|
|
August 25, 2035
|
|
|
I-11-A
|
|
Variable(2)
|
|
$
|
12,093,986.83
|
|
August 25, 2035
|
|
|
I-11-B
|
|
Variable(2)
|
|
$
|
12,093,986.83
|
|
August 25, 2035
|
|
|
I-12-A
|
|
Variable(2)
|
|
$
|
11,556,618.18
|
|
August 25, 2035
|
|
|
I-12-B
|
|
Variable(2)
|
|
$
|
11,556,618.18
|
|
August 25, 2035
|
|
|
I-13-A
|
|
Variable(2)
|
|
$
|
11,043,527.32
|
|
August 25, 2035
|
|
|
I-13-B
|
|
Variable(2)
|
|
$
|
11,043,527.32
|
|
August 25, 2035
|
|
|
I-14-A
|
|
Variable(2)
|
|
$
|
10,553,603.94
|
|
August 25, 2035
|
|
|
I-14-B
|
|
Variable(2)
|
|
$
|
10,553,603.94
|
|
August 25, 2035
|
|
|
I-15-A
|
|
Variable(2)
|
|
$
|
10,085,788.75
|
|
August 25, 2035
|
|
|
I-15-B
|
|
Variable(2)
|
|
$
|
10,085,788.75
|
|
August 25, 2035
|
|
|
I-16-A
|
|
Variable(2)
|
|
$
|
9,639,071.61
|
|
August 25, 2035
|
|
|
I-16-B
|
|
Variable(2)
|
|
$
|
9,639,071.61
|
|
August 25, 2035
|
|
|
I-17-A
|
|
Variable(2)
|
|
$
|
9,212,488.70
|
|
August 25, 2035
|
|
|
I-17-B
|
|
Variable(2)
|
|
$
|
9,212,488.70
|
|
August 25, 2035
|
|
|
I-18-A
|
|
Variable(2)
|
|
$
|
8,805,120.77
|
|
August 25, 2035
|
|
|
I-18-B
|
|
Variable(2)
|
|
$
|
8,805,120.77
|
|
August 25, 2035
|
|
|
I-19-A
|
|
Variable(2)
|
|
$
|
8,416,090.91
|
|
August 25, 2035
|
|
|
I-19-B
|
|
Variable(2)
|
|
$
|
8,416,090.91
|
|
August 25, 2035
|
|
|
I-20-A
|
|
Variable(2)
|
|
$
|
8,044,562.52
|
|
August 25, 2035
|
|
|
I-20-B
|
|
Variable(2)
|
|
$
|
8,044,562.52
|
|
August 25, 2035
|
|
|
I-21-A
|
|
Variable(2)
|
|
$
|
7,694,295.19
|
|
August 25, 2035
|
|
|
I-21-B
|
|
Variable(2)
|
|
$
|
7,694,295.19
|
|
August 25, 2035
|
|
|
I-22-A
|
|
Variable(2)
|
|
$
|
7,372,573.86
|
|
August 25, 2035
|
|
|
I-22-B
|
|
Variable(2)
|
|
$
|
7,372,573.86
|
|
August 25, 2035
|
|
|
I-23-A
|
|
Variable(2)
|
|
$
|
7,028,298.39
|
|
August 25, 2035
|
|
|
I-23-B
|
|
Variable(2)
|
|
$
|
7,028,298.39
|
|
August 25, 2035
|
|
|
I-24-A
|
|
Variable(2)
|
|
$
|
89,748,976.69
|
|
August 25, 2035
|
|
|
I-24-B
|
|
Variable(2)
|
|
$
|
89,748,976.69
|
|
August 25, 2035
|
|
|
I-25-A
|
|
Variable(2)
|
|
$
|
2,489,071.18
|
|
August 25, 2035
|
|
|
I-25-B
|
|
Variable(2)
|
|
$
|
2,489,071.18
|
|
August 25, 2035
|
|
|
I-26-A
|
|
Variable(2)
|
|
$
|
2,393,030.05
|
|
August 25, 2035
|
|
|
I-26-B
|
|
Variable(2)
|
|
$
|
2,393,030.05
|
|
August 25, 2035
|
|
|
I-27-A
|
|
Variable(2)
|
|
$
|
2,300,835.08
|
|
August 25, 2035
|
|
|
I-27-B
|
|
Variable(2)
|
|
$
|
2,300,835.08
|
|
August 25, 2035
|
|
|
I-28-A
|
|
Variable(2)
|
|
$
|
2,212,326.75
|
|
August 25, 2035
|
|
|
I-28-B
|
|
Variable(2)
|
|
$
|
2,212,326.75
|
|
August 25, 2035
|
|
|
I-29-A
|
|
Variable(2)
|
|
$
|
2,127,352.13
|
|
August 25, 2035
|
|
|
I-29-B
|
|
Variable(2)
|
|
$
|
2,127,352.13
|
|
August 25, 2035
|
|
|
I-30-A
|
|
Variable(2)
|
|
$
|
2,045,765.07
|
|
August 25, 2035
|
|
|
I-30-B
|
|
Variable(2)
|
|
$
|
2,045,765.07
|
|
August 25, 2035
|
|
|
I-31-A
|
|
Variable(2)
|
|
$
|
1,967,425.39
|
|
August 25, 2035
|
|
|
I-31-B
|
|
Variable(2)
|
|
$
|
1,967,425.39
|
|
August 25, 2035
|
|
|
I-32-A
|
|
Variable(2)
|
|
$
|
1,892,837.43
|
|
August 25, 2035
|
|
|
I-32-B
|
|
Variable(2)
|
|
$
|
1,892,837.43
|
|
August 25, 2035
|
|
|
I-33-A
|
|
Variable(2)
|
|
$
|
1,822,994.01
|
|
August 25, 2035
|
|
|
I-33-B
|
|
Variable(2)
|
|
$
|
1,822,994.01
|
|
August 25, 2035
|
|
|
I-34-A
|
|
Variable(2)
|
|
$
|
1,753,026.08
|
|
August 25, 2035
|
|
|
I-34-B
|
|
Variable(2)
|
|
$
|
1,753,026.08
|
|
August 25, 2035
|
|
|
I-35-A
|
|
Variable(2)
|
|
$
|
1,683,067.54
|
|
August 25, 2035
|
|
|
I-35-B
|
|
Variable(2)
|
|
$
|
1,683,067.54
|
|
August 25, 2035
|
|
|
I-36-A
|
|
Variable(2)
|
|
$
|
14,911,709.38
|
|
August 25, 2035
|
|
|
I-36-B
|
|
Variable(2)
|
|
$
|
14,911,709.38
|
|
August 25, 2035
|
|
|
I-37-A
|
|
Variable(2)
|
|
$
|
930,096.43
|
|
August 25, 2035
|
|
|
I-37-B
|
|
Variable(2)
|
|
$
|
930,096.43
|
|
August 25, 2035
|
|
|
I-38-A
|
|
Variable(2)
|
|
$
|
900,695.51
|
|
August 25, 2035
|
|
|
I-38-B
|
|
Variable(2)
|
|
$
|
900,695.51
|
|
August 25, 2035
|
|
|
I-39-A
|
|
Variable(2)
|
|
$
|
872,218.32
|
|
August 25, 2035
|
|
|
I-39-B
|
|
Variable(2)
|
|
$
|
872,218.32
|
|
August 25, 2035
|
|
|
I-40-A
|
|
Variable(2)
|
|
$
|
844,635.98
|
|
August 25, 2035
|
|
|
I-40-B
|
|
Variable(2)
|
|
$
|
844,635.98
|
|
August 25, 2035
|
|
|
I-41-A
|
|
Variable(2)
|
|
$
|
817,920.50
|
|
August 25, 2035
|
|
|
I-41-B
|
|
Variable(2)
|
|
$
|
817,920.50
|
|
August 25, 2035
|
|
|
I-42-A
|
|
Variable(2)
|
|
$
|
792,044.76
|
|
August 25, 2035
|
|
|
I-42-B
|
|
Variable(2)
|
|
$
|
792,044.76
|
|
August 25, 2035
|
|
|
I-43-A
|
|
Variable(2)
|
|
$
|
766,982.49
|
|
August 25, 2035
|
|
|
I-43-B
|
|
Variable(2)
|
|
$
|
766,982.49
|
|
August 25, 2035
|
|
|
I-44-A
|
|
Variable(2)
|
|
$
|
742,708.24
|
|
August 25, 2035
|
|
|
I-44-B
|
|
Variable(2)
|
|
$
|
742,708.24
|
|
August 25, 2035
|
|
|
I-45-A
|
|
Variable(2)
|
|
$
|
719,197.35
|
|
August 25, 2035
|
|
|
I-45-B
|
|
Variable(2)
|
|
$
|
719,197.35
|
|
August 25, 2035
|
|
|
I-46-A
|
|
Variable(2)
|
|
$
|
696,425.94
|
|
August 25, 2035
|
|
|
I-46-B
|
|
Variable(2)
|
|
$
|
696,425.94
|
|
August 25, 2035
|
|
|
I-47-A
|
|
Variable(2)
|
|
$
|
674,370.86
|
|
August 25, 2035
|
|
|
I-47-B
|
|
Variable(2)
|
|
$
|
674,370.86
|
|
August 25, 2035
|
|
|
I-48-A
|
|
Variable(2)
|
|
$
|
653,009.68
|
|
August 25, 2035
|
|
|
I-48-B
|
|
Variable(2)
|
|
$
|
653,009.68
|
|
August 25, 2035
|
|
|
I-49-A
|
|
Variable(2)
|
|
$
|
632,320.69
|
|
August 25, 2035
|
|
|
I-49-B
|
|
Variable(2)
|
|
$
|
632,320.69
|
|
August 25, 2035
|
|
|
I-50-A
|
|
Variable(2)
|
|
$
|
612,282.83
|
|
August 25, 2035
|
|
|
I-50-B
|
|
Variable(2)
|
|
$
|
612,282.83
|
|
August 25, 2035
|
|
|
I-51-A
|
|
Variable(2)
|
|
$
|
592,875.72
|
|
August 25, 2035
|
|
|
I-51-B
|
|
Variable(2)
|
|
$
|
592,875.72
|
|
August 25, 2035
|
|
|
I-52-A
|
|
Variable(2)
|
|
$
|
574,079.60
|
|
August 25, 2035
|
|
|
I-52-B
|
|
Variable(2)
|
|
$
|
574,079.60
|
|
August 25, 2035
|
|
|
I-53-A
|
|
Variable(2)
|
|
$
|
555,875.34
|
|
August 25, 2035
|
|
|
I-53-B
|
|
Variable(2)
|
|
$
|
555,875.34
|
|
August 25, 2035
|
|
|
I-54-A
|
|
Variable(2)
|
|
$
|
538,244.40
|
|
August 25, 2035
|
|
|
I-54-B
|
|
Variable(2)
|
|
$
|
538,244.40
|
|
August 25, 2035
|
|
|
I-55-A
|
|
Variable(2)
|
|
$
|
521,168.80
|
|
August 25, 2035
|
|
|
I-55-B
|
|
Variable(2)
|
|
$
|
521,168.80
|
|
August 25, 2035
|
|
|
I-56-A
|
|
Variable(2)
|
|
$
|
504,631.15
|
|
August 25, 2035
|
|
|
I-56-B
|
|
Variable(2)
|
|
$
|
504,631.15
|
|
August 25, 2035
|
|
|
I-57-A
|
|
Variable(2)
|
|
$
|
488,614.61
|
|
August 25, 2035
|
|
|
I-57-B
|
|
Variable(2)
|
|
$
|
488,614.61
|
|
August 25, 2035
|
|
|
I-58-A
|
|
Variable(2)
|
|
$
|
473,176.90
|
|
August 25, 2035
|
|
|
I-58-B
|
|
Variable(2)
|
|
$
|
473,176.90
|
|
August 25, 2035
|
|
|
I-59-A
|
|
Variable(2)
|
|
$
|
458,149.92
|
|
August 25, 2035
|
|
|
I-59-B
|
|
Variable(2)
|
|
$
|
458,149.92
|
|
August 25, 2035
|
|
|
I-60-A
|
|
Variable(2)
|
|
$
|
13,824,380.88
|
|
August 25, 2035
|
|
|
I-60-B
|
|
Variable(2)
|
|
$
|
13,824,380.88
|
|
August 25, 2035
|
|
|
P
|
|
0.00%
|
|
$
|
100.00
|
|
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 Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC I
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC II
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC II”. The Class R-2 Certificates will be the sole
class of Residual Interests in REMIC II for purposes of the REMIC
Provisions. The following table irrevocably sets forth the
designation, the Uncertificated REMIC II Pass-Through Rate, the
initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC
II Regular Interests (as defined herein). None of the REMIC II
Regular Interests will be certificated.
|
Designation
|
|
Uncertificated REMIC
II
Pass-Through Rate
|
|
Initial Uncertificated Principal
Balance
|
|
Latest Possible Maturity Date
(1)
|
|
|
AA
|
|
Variable(2)
|
|
$
|
750,266,940.52
|
|
August 25, 2035
|
|
|
A-1
|
|
Variable(2)
|
|
$
|
3,917,030.00
|
|
August 25, 2035
|
|
|
A-2
|
|
Variable(2)
|
|
$
|
1,417,400.00
|
|
August 25, 2035
|
|
|
A-3
|
|
Variable(2)
|
|
$
|
407,410.00
|
|
August 25, 2035
|
|
|
M-1
|
|
Variable(2)
|
|
$
|
348,340.00
|
|
August 25, 2035
|
|
|
M-2
|
|
Variable(2)
|
|
$
|
727,300.00
|
|
August 25, 2035
|
|
|
M-3
|
|
Variable(2)
|
|
$
|
348,340.00
|
|
August 25, 2035
|
|
|
M-4
|
|
Variable(2)
|
|
$
|
57,420.00
|
|
August 25, 2035
|
|
|
M-5
|
|
Variable(2)
|
|
$
|
103,350.00
|
|
August 25, 2035
|
|
|
M-6
|
|
Variable(2)
|
|
$
|
57,420.00
|
|
August 25, 2035
|
|
|
M-7
|
|
Variable(2)
|
|
$
|
72,730.00
|
|
August 25, 2035
|
|
|
ZZ
|
|
Variable(2)
|
|
$
|
7,854,830.21
|
|
August 25, 2035
|
|
|
IO
|
|
(2)
|
|
|
(3
|
)
|
August 25, 2035
|
|
|
P
|
|
0.00%
|
|
$
|
100.00
|
|
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 Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for each REMIC II
Regular Interest.
|
|
(2)
|
Calculated in accordance with the
definition of “Uncertificated REMIC II Pass-Through
Rate” herein.
|
|
(3)
|
REMIC II Regular Interest IO will
not have an Uncertificated Principal Balance but will accrue
interest on its uncertificated notional amount calculated in
accordance with the definition of “Uncertificated Notional
Amount” herein.
|
___________________________
REMIC III
As provided herein, the Trustee will
elect to treat the segregated pool of assets consisting of the
REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III”. The Class R-3 Certificates will represent
the sole class of Residual Interests in REMIC III for purposes of
the REMIC Provisions.
The following table irrevocably sets
forth the designation, Pass-Through Rate, Initial Certificate
Principal Balance (or initial Uncertificated Principal Balance, in
the case of the Class CE, P and IO Interests) and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more
of the Regular Interests in REMIC III created hereunder.
Each Certificate, other than the
Class P Certificate, the Class CE Certificate and the Class R
Certificates, represents ownership of a Regular Interest in REMIC
III and also represents (i) the right to receive payments with
respect to the Basis Risk Shortfall Carry Forward Amount (as
defined herein) and (ii) the obligation to pay Class IO
Distribution Amounts (as defined herein). The entitlement to
principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement
to principal of such Certificate.
|
Designation
|
|
Pass-Through Rate
|
|
Initial Certificate or
Uncertificated
Principal Balance
|
|
Latest Possible Maturity
Date(1)
|
|
|
A-1(2)
|
|
Variable(3)
|
|
$
|
391,703,000.00
|
|
August 25, 2035
|
|
|
A-2(2)
|
|
Variable(3)
|
|
$
|
141,740,000.00
|
|
August 25, 2035
|
|
|
A-3(2)
|
|
Variable(3)
|
|
$
|
40,741,000.00
|
|
August 25, 2035
|
|
|
M-1(2)
|
|
Variable(3)
|
|
$
|
34,834,000.00
|
|
August 25, 2035
|
|
|
M-2(2)
|
|
Variable(3)
|
|
$
|
72,730,000.00
|
|
August 25, 2035
|
|
|
M-3(2)
|
|
Variable(3)
|
|
$
|
34,834,000.00
|
|
August 25, 2035
|
|
|
M-4(2)
|
|
Variable(3)
|
|
$
|
5,742,000.00
|
|
August 25, 2035
|
|
|
M-5(2)
|
|
Variable(3)
|
|
$
|
10,335,000.00
|
|
August 25, 2035
|
|
|
M-6(2)
|
|
Variable(3)
|
|
$
|
5,742,000.00
|
|
August 25, 2035
|
|
|
M-7(2)
|
|
Variable(3)
|
|
$
|
7,273,000.00
|
|
August 25, 2035
|
|
|
Class CE Interest
|
|
Variable(3)(4)
|
|
$
|
19,904,510.73
|
|
August 25, 2035
|
|
|
Class P Interest
|
|
0.00%(5)
|
|
$
|
100.00
|
|
August 25, 2035
|
|
|
Class IO Interest
|
|
(6
|
)
|
|
(7
|
)
|
August 25, 2035
|
|
___________________
|
(1)
|
For purposes of Section 1.860G-1(a)(4)(iii) of
the Treasury regulations, the Distribution Date in the month
following the maturity date for the Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular
Interest.
|
|
(2)
|
This Class of Certificates represents ownership
of a Regular Interest in REMIC III. Any amount distributed on this
Class of Certificates on any Distribution Date in excess of the
amount distributable on the related Regular Interest in REMIC III
on such Distribution Date shall be treated for federal income tax
purposes as having been paid from the Reserve Fund or the Swap
Account, as applicable, and any amount distributable on the related
Regular Interest in REMIC III on such Distribution Date in excess
of the amount distributable on such Class of Certificates on such
Distribution Date shall be treated for such purposes as having been
distributed to the Holders of such Certificates and then paid by
such Holders to the Swap Account, all pursuant to and as further
provided in Section 3.20 hereof.
|
|
(3)
|
Calculated in accordance with the definition of
“Pass-Through Rate” herein. Each Regular Interest in
REMIC III (other than the Class CE, P and IO Interests) which
corresponds to a Certificate will have the same Pass-Through Rate
as such Certificate, except with respect to the Net Rate Cap. The
Net Rate Cap for each such Regular Interest in REMIC III and
Certificate is specified in the definition of “Net Rate
Cap”.
|
|
(4)
|
The Class CE Interest will accrue interest at
its variable Pass-Through Rate on the Uncertificated Notional
Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests (other than REMIC II Regular Interest
P). The Class CE Interest will not accrue interest on its
Uncertificated Principal Balance.
|
|
(5)
|
The Class P Interest is not entitled to
distributions in respect of interest.
|
|
(6)
|
For federal income tax purposes, the Class IO
Interest will not have a Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC II Regular Interest
IO.
|
|
(7)
|
For federal income tax purposes, the
Class IO Interest will not have an Uncertificated Principal
Balance, but will have a notional amount equal to the
Uncertificated Notional Amount of REMIC II Regular Interest
IO.
|
REMIC IV
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC IV”. The Class R-4 Interest represents the sole
class of Residual Interests in REMIC IV for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC IV created hereunder:
|
|
|
Initial Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
CE
|
Variable(2)
|
$19,904,510.73
|
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 Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class CE
Certificates.
|
|
(2)
|
The Class CE Certificates will
receive 100% of amounts received in respect of the Class CE
Interest.
|
REMIC V
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class P Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC V”. The Class R-5 Interest represents the sole
class of Residual Interests in REMIC V for purposes of the REMIC
Provisions.
The following table sets forth the
Class designation, Pass-Through Rate, Initial Certificate Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents
a Regular Interest in REMIC V created hereunder:
|
|
|
Initial
Certificate Principal Balance
|
Latest Possible
Maturity Date(1)
|
|
P
|
0.00%(2)
|
$ 100.00
|
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 Mortgage Loan
with the latest maturity date has been designated as the
“latest possible maturity date” for the Class P
Certificates.
|
|
(2)
|
The Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC VI
As provided herein, the Trustee
shall elect to treat the segregated pool of assets consisting of
the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC VI”. The Class R-6 Interest represents the sole
class of Residual Interests in REMIC VI for purposes of the REMIC
Provisions.
The following table sets forth the
designation, Pass-Through Rate, initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated class of interests that represents a
Regular Interest in REMIC VI created hereunder:
|
|
|
Initial Uncertificated Principal
Balance
|
Latest Possible
Maturity Date(1)
|
|
IO(2)
|
(3)
|
(4)
|
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 Mortgage Loan with the latest
maturity date has been designated as the “latest possible
maturity date” for REMIC VI Regular Interest IO.
|
|
(2)
|
REMIC VI Regular Interest IO will be held as an
asset of the Swap Account established by the Swap
Administrator.
|
|
(3)
|
REMIC VI Regular Interest IO will not have a
Pass-Through Rate, but will receive 100% of amounts received in
respect of the Class IO Interest.
|
|
(4)
|
REMIC VI Regular Interest IO will not have an
Uncertificated Principal Balance, but will have a notional amount
equal to the Uncertificated Notional Amount of the Class IO
Interest.
|
The Trust Fund shall be named, and
may be referred to as, the “Bear Stearns Asset Backed
Securities I Trust 2005-HE8.” The Certificates issued
hereunder may be referred to as “Asset-Backed Certificates,
Series 2005-HE8” (including for purposes of any endorsement
or assignment of a Mortgage Note or Mortgage).
In consideration of the mutual
agreements herein contained, the Depositor, the Master Servicer,
the Seller and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
|
Section 1.01
|
Defined Terms
.
|
In addition to those terms defined
in Section 1.02, whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall
have the following meanings:
Accepted Servicing
Practices : With respect
to each Mortgage Loan, those mortgage servicing practices
(including collection procedures) that are in accordance with all
applicable statutes, regulations and prudent mortgage banking
practices for similar mortgage loans.
Account : The Distribution Account, the Reserve Fund,
the Class P Certificate Account and the Protected
Account.
Accrual Period
: With respect to the Certificates
(other than the Class CE, Class P and the Residual Certificates)
and any Distribution Date, the period from and including the
immediately preceding Distribution Date (or with respect to the
first Accrual Period, the Closing Date) to and including the day
prior to such Distribution Date. With respect to the Class CE
Certificates and any Distribution Date, the calendar month
immediately preceding such Distribution Date. All calculations of
interest on the Certificates (other than the Class CE, Class P and
the Residual Certificates) will be made on the basis of the actual
number of days elapsed in the related Accrual Period. All
calculations of interest on the Class CE Certificates will be made
on the basis of a 360-day year consisting of twelve 30-day
months.
Advance : An advance of delinquent payments of principal
or interest in respect of a Mortgage Loan required to be made by
the Master Servicer as provided in Section 5.01 hereof.
Affected Party
: As defined in the Swap
Agreement.
Agreement : This Pooling and Servicing Agreement and any
and all amendments or supplements hereto made in accordance with
the terms herein.
Adjustable Rate Mortgage
Loan : Each of the
Mortgage Loans identified in the Mortgage Loan Schedule as having a
Mortgage Rate that is subject to adjustment.
Adjustment Date
: With respect to each Adjustable
Rate Mortgage Loan, the first day of the month in which the
Mortgage Rate of an Adjustable Rate Mortgage Loan changes pursuant
to the related Mortgage Note. The first Adjustment Date following
the Cut-off Date as to each Adjustable Rate Mortgage Loan is set
forth in the Mortgage Loan Schedule.
Amount Held for Future
Distribution : As to any
Distribution Date, the aggregate amount held in the Protected
Account at the close of business on the immediately preceding
Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due
after the related Due Period and (ii) Principal
Prepayments,
Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received in respect of such
Mortgage Loans after the last day of the related Prepayment
Period.
Applied Realized Loss
Amount : With respect to
any Distribution Date and a Class of Offered Certificates, the sum
of the Realized Losses with respect to the Mortgage Loans which
have been applied in reduction of the Certificate Principal Balance
of a Class of Certificates pursuant to Section 5.05 of this
Agreement which have not previously been reimbursed or reduced by
any Subsequent Recoveries applied to such Applied Realized Loss
Amount.
Appraised Value
: With respect to any Mortgage Loan
originated in connection with a refinancing, the appraised value of
the Mortgaged Property based upon the appraisal made at the time of
such refinancing or, with respect to any other Mortgage Loan, the
lesser of (x) the appraised value of the Mortgaged Property based
upon the appraisal made by a fee appraiser at the time of the
origination of the related Mortgage Loan, and (y) the sales price
of the Mortgaged Property at the time of such
origination.
Basis Risk Shortfall Carry
Forward Amount : With
respect to any Distribution Date and any Class of Offered
Certificates, an amount equal to the sum of (A) the excess, if any,
of (a) the amount of Current Interest that such Class would have
been entitled to receive on such Distribution Date had the
Pass-Though Rate applicable to such Class been calculated at a per
annum rate equal to One-Month LIBOR plus the related Certificate
Margin, over (b) the amount of Current Interest that such Class
received on such Distribution Date if the Pass-Through Rate is
limited to the Net Rate Cap and (B) the amount in clause (A) for
all previous Distribution Dates not previously paid, together with
interest thereon at a rate equal to the related Pass-Through Rate
for such Distribution Date.
Bankruptcy Code
: Title 11 of the United States
Code.
Book-Entry
Certificates : Any of the
Certificates that shall be registered in the name of the Depository
or its nominee, the ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account
with the Depository (directly, as a “Depository
Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in
Section 6.06). As of the Closing Date, each Class of Regular
Certificates (other than the Class CE and Class P Certificates)
constitutes a Class of Book-Entry Certificates.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in The
City of New York, New York, Chicago, Illinois, Minneapolis,
Minnesota or the city in which the Corporate Trust Office of the
Trustee or the principal office of the Master Servicer is located
are authorized or obligated by law or executive order to be
closed.
Certificate
: Any one of the certificates of any
Class executed and authenticated by the Trustee in substantially
the forms attached hereto as Exhibits A-1 through A-5.
Certificate Margin
: With respect to the Class A-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-1, 0.120% per annum.
With respect to the Class A-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-2, 0.260% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.520% per annum in the case of each Distribution Date
thereafter.
With respect to the Class A-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest A-3, 0.380% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.760% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-1
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-1, 0.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.750% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-2
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-2, 0.650% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 0.975% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-3
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-3, 1.300% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 1.950% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-4
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-4, 1.500% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 2.250% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-5
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-5, 2.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 3.000% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-6
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-6, 3.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 4.500% per annum in the case of each Distribution Date
thereafter.
With respect to the Class M-7
Certificates and, for purposes of the definition of
“One-Month LIBOR Pass-Through Rate”, REMIC II Regular
Interest M-7, 3.000% per annum in the case of each Distribution
Date through and including the first possible Optional Termination
Date and 4.500% per annum in the case of each Distribution Date
thereafter.
Certificate Notional
Amount : With respect to
the Class CE Certificates and any Distribution Date, an amount
equal to the Stated Principal Balance of the Mortgage Loans as of
the beginning of the related Due Period. The initial Certificate
Notional Amount of the Class CE
Certificates shall be
$765,578,510.73. For federal income tax purposes, the Certificate
Notional Amount for any Distribution Date shall be an amount equal
to the Uncertificated Notional Amount for the Class CE Interest for
such Distribution Date.
Certificate Owner
: With respect to a Book-Entry
Certificate, the Person that is the beneficial owner of such
Book-Entry Certificate.
Certificate Principal
Balance : As to any
Certificate (other than any Class R Certificate) and as of any
Distribution Date, the Initial Certificate Principal Balance of
such Certificate plus, in the case of a Class A Certificate and
Class M Certificate, any Subsequent Recoveries added to the
Certificate Principal Balance of such Certificate pursuant to
Section 5.04(b), less the sum of (i) all amounts distributed with
respect to such Certificate in reduction of the Certificate
Principal Balance thereof on previous Distribution Dates pursuant
to Section 5.04, and (ii) any Applied Realized Loss Amounts
allocated to such Certificate on previous Distribution
Dates.
Certificate Register
: The register maintained pursuant
to Section 6.02 hereof.
Certificateholder or
Holder : The person in
whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the
case of any Book-Entry Certificates).
Class : All Certificates bearing the same Class
designation as set forth in Section 6.01 hereof.
Class A Certificates
: Any of the Class A-1, Class A-2
and Class A-3 Certificates.
Class A Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
Principal Distribution Amount for such Distribution Date and (y)
the excess, if any, of (i) the aggregate Certificate Principal
Balance of the Class A Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (a) the product of (1)
50.00% and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (b) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,827,893.
Class A Specified Enhancement
Percentage : With respect
to any Distribution Date, the percentage obtained by dividing (x)
the sum of (i) the aggregate Certificate Principal Balance of the
Class M Certificates and (ii) the Overcollateralization Amount, in
each case prior to the distribution of the Principal Distribution
Amount on such Distribution Date, by (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the end of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related
Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period).
Class A-1 Certificate
: Any Certificate designated as a
“Class A-1 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-1
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-2 Certificate
: Any Certificate designated as a
“Class A-2 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class A-3 Certificate
: Any Certificate designated as a
“Class A-3 Certificate” on the face thereof, in the
form of Exhibit A-1 hereto, representing the right to the
Percentage Interest of distributions provided for the Class A-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class CE Certificate
: Any Certificate designated as a
“Class CE Certificate” on the face thereof, in the form
of Exhibit A-4 hereto, representing the right to its Percentage
Interest of distributions provided for the Class CE Certificates
herein and evidencing (i) a Regular Interest in REMIC IV, (ii) the
obligation to pay Basis Risk Shortfall Amounts and Swap Termination
Payments and (iii) the right to receive the Class IO Distribution
Amount.
Class CE Distribution
Amount : With respect to
any Distribution Date, the sum of (i) the Current Interest for the
Class CE Interest for such Distribution Date, (ii) any
Overcollateralization Release Amount for such Distribution Date and
(iii) without duplication, any Subsequent Recoveries not
distributed to the Offered Certificates on such Distribution Date;
provided, however that on any Distribution Date after the
Distribution Date on which the Certificate Principal Balances of
the Offered Certificates have been reduced to zero, the Class CE
Distribution Amount shall include the Overcollateralization
Amount.
Class CE Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class CE Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class IO Distribution
Amount : As defined in
Section 3.20 hereof. For purposes of clarity, the Class IO
Distribution Amount for any Distribution Date shall equal the
amount payable to the Swap Administrator on such Distribution Date
in excess of the amount payable on REMIC VI Regular Interest IO on
such Distribution Date, all as further provided in Section 3.20
hereof.
Class IO Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of REMIC VI
Regular Interest IO, evidencing a Regular Interest in REMIC III for
purposes of the REMIC Provisions.
Class M Certificates
: Any of the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Certificates.
Class M-1 Certificate
: Any Certificate designated as a
“Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-1
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-1 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
(y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 59.10% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period), and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,827,893.
Class M-1 Specified Enhancement
Percentage : For any
Distribution Date, the percentage obtained by dividing (x) the sum
of (i) the aggregate Certificate Principal Balance of the Class M
Certificates (other than the Class M-1 Certificates) and (ii) the
Overcollateralization Amount, in each case prior to the
distribution of the Principal Distribution Amount on such
Distribution Date, by (y) the aggregate State Principal Balance of
the Mortgage Loans as the end of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period).
Class M-2 Certificate
: Any Certificate designated as a
“Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-2
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-2 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount and
the Class M-1 Principal Distribution Amount and (y) the excess, if
any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the
distribution of the
Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account
the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date) and (3) the Certificate Principal Balance
of the Class M-2 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
78.10% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,827,893.
Class M-3 Certificate
: Any Certificate designated as a
“Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-3
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-3 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount and the Class M-2
Principal Distribution Amount and (y) the excess, if any, of (a)
the sum of (1) the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account the distribution of
the Class A Principal Distribution Amount on such Distribution
Date), (2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the
Class M-1 Principal Distribution Amount on such Distribution Date),
(3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (4)
the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of
(1) the product of (x) 87.20% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period), and (2)
the aggregate Stated Principal Balance of the Mortgage Loans as of
the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period,
to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,827,893.
Class M-4 Certificate
: Any Certificate designated as a
“Class M-4 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-4
Certificates as set forth herein and evidencing (i) a
Regular Interest in REMIC III, (ii)
the right to receive the Basis Risk Shortfall Carry Forward Amount
and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-4 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount and the Class M-3 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date) and (5) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
88.70% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,827,893.
Class M-5 Certificate
: Any Certificate designated as a
“Class M-5 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-5
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-5 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account
the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (3) the Certificate Principal Balance of
the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (4) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the distribution
of the Class M-3 Principal Distribution Amount on such
Distribution
Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account
the distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date) and (6) the Certificate Principal Balance
of the Class M-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
91.40% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for
Realized Losses incurred during the related Due Period) minus
$3,827,893.
Class M-6 Certificate
: Any Certificate designated as a
“Class M-6 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-6
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-6 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class
M-5 Principal Distribution Amount and (y) the excess, if any, of
(a) the sum of (1) the aggregate Certificate Principal Balance of
the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such
Distribution Date), (2) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the distribution
of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2
Certificates (after taking into account the distribution of the
Class M-2 Principal Distribution Amount on such Distribution Date),
(4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the
Certificate Principal Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into
account the distribution of the Class M-5 Principal Distribution
Amount on such Distribution Date) and (7) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x)
92.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received
during the related
Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period) minus $3,827,893.
Class M-7 Certificate
: Any Certificate designated as a
“Class M-7 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to its
Percentage Interest of distributions provided for the Class M-7
Certificates as set forth herein and evidencing (i) a Regular
Interest in REMIC III, (ii) the right to receive the Basis Risk
Shortfall Carry Forward Amount and (iii) the obligation to pay the
Class IO Distribution Amount.
Class M-7 Principal Distribution
Amount : For any
Distribution Date, an amount equal to the lesser of (x) the
remaining Principal Distribution Amount for such Distribution Date
after distribution of the Class A Principal Distribution Amount,
the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5
Principal Distribution Amount and the Class M-6 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of
(1) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the distribution of the
Class A Principal Distribution Amount on such Distribution Date),
(2) the Certificate Principal Balance of the Class M-1 Certificates
(after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after
taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into
account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account
the distribution of the Class M-4 Principal Distribution Amount on
such Distribution Date), (6) the Certificate Principal Balance of
the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date) (7) the Certificate Principal Balance of the
Class M-6 Certificates (after taking into account the distribution
of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (8) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date, over (b)
the lesser of (1) the product of (x) 94.80% and (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period, and after
reduction for Realized Losses incurred during the related Due
Period), and (2) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related
Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus $3,827,893.
Class P Certificate
: Any Certificate designated as a
“Class P Certificate” on the face thereof, in the form
of Exhibit A-3 hereto, representing the right to its Percentage
Interest of distributions provided for the Class P Certificates as
set forth herein and evidencing a Regular Interest in REMIC
V.
Class P Interest
: An uncertificated interest in the
Trust Fund held by the Trustee on behalf of the Holders of the
Class P Certificates, evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.
Class P Certificate
Account : The separate
Eligible Account created and maintained by the Trustee pursuant to
Section 4.05 in the name of the Trustee for the benefit of the
Class P Certificateholders.
Class R-1 Certificate
: Any Certificate designated a
“Class R-1 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC I and representing the right to the Percentage
Interest of distributions provided for the Class R-1 Certificates
as set forth herein.
Class R-2 Certificate
: Any Certificate designated a
“Class R-2 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC II and representing the right to the Percentage
Interest of distributions provided for the Class R-2 Certificates
as set forth herein.
Class R-3 Certificate
: Any Certificate designated a
“Class R-3 Certificate” on the face thereof, in the
form set forth in Exhibit A-5 hereto, evidencing the Residual
Interest in REMIC III and representing the right to the Percentage
Interest of distributions provided for the Class R-3 Certificates
as set forth herein.
Class RX Certificate
: Any Certificate designated a
“Class RX Certificate” on the face thereof, in the form
set forth in Exhibit A-5 hereto, evidencing the ownership of the
Class R-4 Interest, Class R-5 Interest and Class R-6 Interest and
representing the right to the Percentage Interest of distributions
provided for the Class RX Certificates as set forth
herein.
Class R-4 Interest
: The uncertificated Residual
Interest in REMIC IV.
Class R-5 Interest
: The uncertificated Residual
Interest in REMIC V.
Class R-6 Interest
: The uncertificated Residual
Interest in REMIC VI.
Closing Date
: August 31, 2005.
Code : The Internal Revenue Code of 1986, including
any successor or amendatory provisions.
