SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

ABFC Asset-Backed Certificates, Series 2005-WMC1 – ‘8-K’ for 9/23/05 – EX-4

On:  Monday, 10/17/05, at 3:52pm ET   ·   For:  9/23/05   ·   Accession #:  882377-5-2991   ·   File #:  333-127970-01

Previous ‘8-K’:  None   ·   Next:  ‘8-K’ on 11/3/05 for 10/25/05   ·   Latest:  ‘8-K/A’ on 11/13/06 for 10/25/05

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/17/05  ABFC Asset-Backed Cert… 2005-WMC1 8-K:2,9     9/23/05    2:5.5M                                   Thacher Proffitt… LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Asset Backed Funding Corporation                    HTML     35K 
 2: EX-4        Pooling and Servicing Agreement                     HTML   9.10M 


EX-4   —   Pooling and Servicing Agreement

This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

EX-41st “Page” of 221TOCTopPreviousNextBottomJust 1st
 

 

 

ASSET BACKED FUNDING CORPORATION

Depositor

HOMEQ SERVICING CORPORATION

Servicer

and

WELLS FARGO BANK, N.A.,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

ABFC Asset-Backed Certificates, Series 2005-WMC1

 

 

 



EX-42nd “Page” of 221TOC1stPreviousNextBottomJust 2nd

 

TABLE OF CONTENTS

Section 1.01  

Defined Terms.

Section 1.02  

Accounting.

Section 1.03  

Rights of the NIMS Insurer.

 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  

Conveyance of Mortgage Loans.

Section 2.02  

Acceptance by Trustee.

Section 2.03  

Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.

Section 2.04  

Conveyance of the Subsequent Mortgage Loans.

Section 2.05  

Representations, Warranties and Covenants of the Servicer.

Section 2.06  

Representations and Warranties of the Depositor.

Section 2.07  

Issuance of Certificates and the Uncertificated Regular Interests.

 

ARTICLE III

 

ADMINISTRATION AND SERVICING

OF THE TRUST FUND

Section 3.01  

Servicer to Act as Servicer.

Section 3.02  

Collection of Mortgage Loan Payments.

Section 3.03  

Realization Upon Defaulted Mortgage Loans.

Section 3.04  

Collection Account, Distribution Account and Cap Carryover Reserve Account.

Section 3.05  

Permitted Withdrawals From the Collection Account.

Section 3.06  

Establishment of Escrow Accounts; Deposits in Escrow Accounts.

Section 3.07  

Permitted Withdrawals From Escrow Account.

Section 3.08  

Payment of Taxes, Insurance and Other Charges; Collections Thereunder.

Section 3.09  

Transfer of Accounts.

Section 3.10  

Maintenance of Hazard Insurance.

Section 3.11  

Maintenance of Mortgage Impairment Insurance Policy.

Section 3.12  

Fidelity Bond, Errors and Omissions Insurance.

Section 3.13  

Title, Management and Disposition of REO Property.

Section 3.14  

Due-on-Sale Clauses; Assumption and Substitution Agreements.

 

 



EX-43rd “Page” of 221TOC1stPreviousNextBottomJust 3rd

 

 

Section 3.15  

Notification of Adjustments.

Section 3.16  

Optional Purchases of Mortgage Loans by Servicer.

Section 3.17  

Trustee to Cooperate; Release of Files.

Section 3.18  

Servicing Compensation.

Section 3.19  

Annual Statement as to Compliance.

Section 3.20  

Annual Independent Certified Public Accountants’ Reports.

Section 3.21  

Access to Certain Documentation and Information Regarding the Mortgage Loans.

Section 3.22  

Duties of Credit Risk Manager.

Section 3.23  

Obligations of the Servicer in Respect of Compensating Interest.

Section 3.24  

Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments.

Section 3.25  

Investment of Funds in the Collection Account and the Distribution Account.

Section 3.26  

Liability of Servicer; Indemnification.

Section 3.27  

Reports of Foreclosure and Abandonment of Mortgaged Properties.

Section 3.28  

Protection of Assets.

Section 3.29  

Limitation of Liability of the Credit Risk Manager.

Section 3.30  

No Personal Solicitation.

Section 3.31  

Periodic Filings.

 

ARTICLE IV

 

FLOW OF FUNDS

Section 4.01  

Interest Distributions.

Section 4.02  

Distributions of Principal and Monthly Excess Cashflow Amounts.

Section 4.03  

Allocation of Losses.

Section 4.04  

Method of Distribution.

Section 4.05  

Distributions on Book-Entry Certificates.

Section 4.06  

Statements.

Section 4.07  

Remittance Reports; Advances.

Section 4.08  

REMIC Distributions.

Section 4.09  

Swap Account.

Section 4.10  

Tax Treatment of Swap Payments and Swap Termination Payments.

 

 



EX-44th “Page” of 221TOC1stPreviousNextBottomJust 4th

 

ARTICLE V

 

THE CERTIFICATES

Section 5.01  

The Certificates.

Section 5.02  

Registration of Transfer and Exchange of Certificates.

Section 5.03  

Mutilated, Destroyed, Lost or Stolen Certificates.

Section 5.04  

Persons Deemed Owners.

Section 5.05  

Appointment of Paying Agent.

 

ARTICLE VI

 

THE SERVICER AND THE DEPOSITOR

Section 6.01  

Liability of the Servicer and the Depositor.

Section 6.02  

Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor.

Section 6.03  

Limitation on Liability of the Servicer and Others.

Section 6.04  

Servicer Not to Resign.

Section 6.05  

Delegation of Duties.

 

ARTICLE VII

 

DEFAULT

Section 7.01  

Servicer Events of Termination.

Section 7.02  

Trustee to Act; Appointment of Successor.

Section 7.03  

Waiver of Defaults.

Section 7.04  

Notification to Certificateholders.

Section 7.05  

Survivability of Servicer Liabilities.

 

ARTICLE VIII

 

THE TRUSTEE

Section 8.01  

Duties of Trustee.

Section 8.02  

Certain Matters Affecting the Trustee.

Section 8.03  

Trustee Not Liable for Certificates or Mortgage Loans.

Section 8.04  

Trustee May Own Certificates.

Section 8.05  

Trustee Expenses.

Section 8.06  

Eligibility Requirements for Trustee.

Section 8.07  

Resignation or Removal of Trustee.

Section 8.08  

Successor Trustee.

Section 8.09  

Merger or Consolidation of Trustee.

 

 



EX-45th “Page” of 221TOC1stPreviousNextBottomJust 5th

 

 

Section 8.10  

Appointment of Co-Trustee or Separate Trustee.

Section 8.11  

Limitation of Liability.

Section 8.12  

Trustee May Enforce Claims Without Possession of Certificates.

Section 8.13  

Suits for Enforcement.

Section 8.14  

Waiver of Bond Requirement.

Section 8.15  

Waiver of Inventory, Accounting and Appraisal Requirement.

 

ARTICLE IX

 

REMIC ADMINISTRATION

Section 9.01  

REMIC Administration.

Section 9.02  

Prohibited Transactions and Activities.

Section 9.03  

Indemnification with Respect to Certain Taxes and Loss of REMIC Status.

Section 9.04  

REO Property.

 

ARTICLE X

 

TERMINATION

Section 10.01  

Termination.

Section 10.02  

Additional Termination Requirements.

 

ARTICLE XI

 

MISCELLANEOUS PROVISIONS

Section 11.01  

Amendment.

Section 11.02  

Recordation of Agreement; Counterparts.

Section 11.03  

Limitation on Rights of Certificateholders.

Section 11.04  

Governing Law; Jurisdiction.

Section 11.05  

Notices.

Section 11.06  

Severability of Provisions.

Section 11.07  

Article and Section References.

Section 11.08  

Notice to the Rating Agencies and the NIMS Insurer.

Section 11.09  

Further Assurances.

Section 11.10  

Third Party Beneficiary.

Section 11.11  

Acts of Certificateholders.

 



EX-46th “Page” of 221TOC1stPreviousNextBottomJust 6th

 

EXHIBITS

Exhibit A-1

Form of Class A-1 Certificates

Exhibit A-2

Form of Class A-2A Certificates

Exhibit A-3

Form of Class A-2B Certificates

Exhibit A-4

Form of Class A-2C Certificates

Exhibit A-5

Form of Class A-2D Certificates

Exhibit A-6

Form of Class A-2MZ Certificates

Exhibit B-1

Form of Class M-1 Certificates

Exhibit B-2

Form of Class M-2 Certificates

Exhibit B-3

Form of Class M-3 Certificates

Exhibit B-4

Form of Class M-4 Certificates

Exhibit B-5

Form of Class M-5 Certificates

Exhibit B-6

Form of Class M-6 Certificates

Exhibit B-7

Form of Class M-7 Certificates

Exhibit B-8

Form of Class M-8 Certificates

Exhibit B-9

Form of Class M-9 Certificates

Exhibit B-10

Form of Class M-10 Certificates

Exhibit B-11

Form of Class M-11 Certificates

Exhibit B-12

Form of Class M-12 Certificates

Exhibit B-13

Form of Class B-1 Certificates

Exhibit B-14

Form of Class B-2 Certificates

Exhibit C-1

Form of Class CE Certificates

Exhibit C-2

Form of Class P Certificates

Exhibit C-3

Form of Class R Certificates

Exhibit C-4

Form of Class R-X Certificates

Exhibit D

Mortgage Loan Schedule

Exhibit E

Form of Request for Release

Exhibit F-1

Form of Trustee’s Initial Certification

Exhibit F-2

Form of Trustee’s Final Certification

Exhibit F-3

Form of Receipt of Mortgage Note

Exhibit G

Mortgage Loan Purchase Agreement

Exhibit H

Form of Lost Note Affidavit

Exhibit I

Form of ERISA Representation

Exhibit J-1

Form of Investment Letter (Non-Rule 144A)

Exhibit J-2

Form of Rule 144A Investment Letter

Exhibit K

Form of Residual Certificate Transfer Affidavit

Exhibit L

Form of Transferor Certificate

Exhibit M

Monthly Information Provided by Servicer

Exhibit N

Form of Interest Rate Swap Agreement

Exhibit O

Form of Certification

Exhibit P-1

Form of Certification of the Trustee to be Provided to Depositor

Exhibit P-2

Form of Certification of the Servicer to be Provided to Depositor

Exhibit Q

Representations and Warranties Regarding Prepayment Charges

Exhibit R

Form of Subsequent Transfer Instrument

Exhibit S

Form of Addition Notice

 



EX-47th “Page” of 221TOC1stPreviousNextBottomJust 7th

 

ASSET BACKED FUNDING CORPORATION, as depositor (the “Depositor”), HOMEQ SERVICING CORPORATION, as servicer (the “Servicer”), and WELLS FARGO BANK, N.A., as trustee (the “Trustee”) are entering into this Pooling and Servicing Agreement, dated as of September 1, 2005 (the “Agreement”).

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-one Classes of Certificates, designated as (i) the Class A-1, Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, Class A-2MZ Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates, (iii) the Class B-1 and Class B-2 Certificates, (iv) the Class CE Certificates, (v) the Class P Certificates and (vi) the Class R and Class R-X Certificate.

REMIC 1

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (but exclusive of the Cap Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account, the Pre-Funding Accounts and the Servicer Prepayment Charge Payment Amounts) as a real estate investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1.” The Class R-1 Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will be certificated.

 




Designation

 

Uncertificated REMIC 1 Pass-Through Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date(1)

 

I

 

Variable(2)

 

$

296,938,015.40

 

August 25, 2035

 

I-PF

 

Variable(2)

 

$

2,114,696.99

 

August 25, 2035

 

II

 

Variable(2)

 

$

696,288,812.30

 

August 25, 2035

 

II-PF

 

Variable(2)

 

$

11,623,798.71

 

August 25, 2035

 

P

 

Variable(2)

 

$

100.00

 

August 25, 2035

 

___________________________________________

(1)

For purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), 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 1 Regular Interest and each Class of Regular Certificates.

(2)

Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” herein

 

 



EX-48th “Page” of 221TOC1stPreviousNextBottomJust 8th

 

REMIC 2

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2.” The Class R-2 Interest will represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Balance, and for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests will be certificated.

 

Designation

 

Uncertificated REMIC 2
Pass-Through Rate

 

Initial Certificate
Principal Balance

 

Assumed Final
Maturity Date(1)

 

I

 

(2)

 

$

14,952,540.69

 

August 25, 2035

 

I-1-A

 

(2)

 

$

1,646,224.80

 

August 25, 2035

 

I-1-B

 

(2)

 

$

1,646,224.80

 

August 25, 2035

 

I-2-A

 

(2)

 

$

1,934,389.01

 

August 25, 2035

 

I-2-B

 

(2)

 

$

1,934,389.01

 

August 25, 2035

 

I-3-A

 

(2)

 

$

2,296,751.45

 

August 25, 2035

 

I-3-B

 

(2)

 

$

2,296,751.45

 

August 25, 2035

 

I-4-A

 

(2)

 

$

2,495,456.15

 

August 25, 2035

 

I-4-B

 

(2)

 

$

2,495,456.15

 

August 25, 2035

 

I-5-A

 

(2)

 

$

2,765,819.57

 

August 25, 2035

 

I-5-B

 

(2)

 

$

2,765,819.57

 

August 25, 2035

 

I-6-A

 

(2)

 

$

3,026,387.86

 

August 25, 2035

 

I-6-B

 

(2)

 

$

3,026,387.86

 

August 25, 2035

 

I-7-A

 

(2)

 

$

3,260,031.41

 

August 25, 2035

 

I-7-B

 

(2)

 

$

3,260,031.41

 

August 25, 2035

 

I-8-A

 

(2)

 

$

3,399,669.07

 

August 25, 2035

 

I-8-B

 

(2)

 

$

3,399,669.07

 

August 25, 2035

 

I-9-A

 

(2)

 

$

3,530,462.54

 

August 25, 2035

 

I-9-B

 

(2)

 

$

3,530,462.54

 

August 25, 2035

 

I-10-A

 

(2)

 

$

3,651,391.53

 

August 25, 2035

 

I-10-B

 

(2)

 

$

3,651,391.53

 

August 25, 2035

 

I-11-A

 

(2)

 

$

3,761,494.56

 

August 25, 2035

 

I-11-B

 

(2)

 

$

3,761,494.56

 

August 25, 2035

 

I-12-A

 

(2)

 

$

3,859,879.78

 

August 25, 2035

 

I-12-B

 

(2)

 

$

3,859,879.78

 

August 25, 2035

 

I-13-A

 

(2)

 

$

3,945,733.75

 

August 25, 2035

 

I-13-B

 

(2)

 

$

3,945,733.75

 

August 25, 2035

 

I-14-A

 

(2)

 

$

4,018,331.39

 

August 25, 2035

 

I-14-B

 

(2)

 

$

4,018,331.39

 

August 25, 2035

 

I-15-A

 

(2)

 

$

4,077,044.13

 

August 25, 2035

 

I-15-B

 

(2)

 

$

4,077,044.13

 

August 25, 2035

 

I-16-A

 

(2)

 

$

4,121,349.27

 

August 25, 2035

 

I-16-B

 

(2)

 

$

4,121,349.27

 

August 25, 2035

 

 

 



EX-49th “Page” of 221TOC1stPreviousNextBottomJust 9th

 

 

I-17-A

 

(2)

 

$

4,150,835.34

 

August 25, 2035

 

I-17-B

 

(2)

 

$

4,150,835.34

 

August 25, 2035

 

I-18-A

 

(2)

 

$

4,165,210.12

 

August 25, 2035

 

I-18-B

 

(2)

 

$

4,165,210.12

 

August 25, 2035

 

I-19-A

 

(2)

 

$

4,164,305.06

 

August 25, 2035

 

I-19-B

 

(2)

 

$

4,164,305.06

 

August 25, 2035

 

I-20-A

 

(2)

 

$

4,152,171.03

 

August 25, 2035

 

I-20-B

 

(2)

 

$

4,152,171.03

 

August 25, 2035

 

I-21-A

 

(2)

 

$

55,144,696.50

 

August 25, 2035

 

I-21-B

 

(2)

 

$

55,144,696.50

 

August 25, 2035

 

I-22-A

 

(2)

 

$

781,723.27

 

August 25, 2035

 

I-22-B

 

(2)

 

$

781,723.27

 

August 25, 2035

 

I-23-A

 

(2)

 

$

746,423.14

 

August 25, 2035

 

I-23-B

 

(2)

 

$

746,423.14

 

August 25, 2035

 

I-24-A

 

(2)

 

$

712,833.78

 

August 25, 2035

 

I-24-B

 

(2)

 

$

712,833.78

 

August 25, 2035

 

I-25-A

 

(2)

 

$

680,865.66

 

August 25, 2035

 

I-25-B

 

(2)

 

$

680,865.66

 

August 25, 2035

 

I-26-A

 

(2)

 

$

650,436.36

 

August 25, 2035

 

I-26-B

 

(2)

 

$

650,436.36

 

August 25, 2035

 

I-27-A

 

(2)

 

$

621,466.30

 

August 25, 2035

 

I-27-B

 

(2)

 

$

621,466.30

 

August 25, 2035

 

I-28-A

 

(2)

 

$

593,880.62

 

August 25, 2035

 

I-28-B

 

(2)

 

$

593,880.62

 

August 25, 2035

 

I-29-A

 

(2)

 

$

567,608.51

 

August 25, 2035

 

I-29-B

 

(2)

 

$

567,608.51

 

August 25, 2035

 

I-30-A

 

(2)

 

$

542,583.44

 

August 25, 2035

 

I-30-B

 

(2)

 

$

542,583.44

 

August 25, 2035

 

I-31-A

 

(2)

 

$

518,741.55

 

August 25, 2035

 

I-31-B

 

(2)

 

$

518,741.55

 

August 25, 2035

 

I-32-A

 

(2)

 

$

672,619.45

 

August 25, 2035

 

I-32-B

 

(2)

 

$

672,619.45

 

August 25, 2035

 

I-33-A

 

(2)

 

$

1,083,023.83

 

August 25, 2035

 

I-33-B

 

(2)

 

$

1,083,023.83

 

August 25, 2035

 

I-34-A

 

(2)

 

$

405,950.36

 

August 25, 2035

 

I-34-B

 

(2)

 

$

405,950.36

 

August 25, 2035

 

I-35-A

 

(2)

 

$

389,178.92

 

August 25, 2035

 

I-35-B

 

(2)

 

$

389,178.92

 

August 25, 2035

 

I-36-A

 

(2)

 

$

373,145.49

 

August 25, 2035

 

I-36-B

 

(2)

 

$

373,145.49

 

August 25, 2035

 

I-37-A

 

(2)

 

$

357,815.02

 

August 25, 2035

 

I-37-B

 

(2)

 

$

357,815.02

 

August 25, 2035

 

I-38-A

 

(2)

 

$

360,684.63

 

August 25, 2035

 

I-38-B

 

(2)

 

$

360,684.63

 

August 25, 2035

 

I-39-A

 

(2)

 

$

328,078.14

 

August 25, 2035

 

 

 



EX-410th “Page” of 221TOC1stPreviousNextBottomJust 10th

 

 

I-39-B

 

(2)

 

$

328,078.14

 

August 25, 2035

 

I-40-A

 

(2)

 

$

314,728.40

 

August 25, 2035

 

I-40-B

 

(2)

 

$

314,728.40

 

August 25, 2035

 

I-41-A

 

(2)

 

$

301,955.26

 

August 25, 2035

 

I-41-B

 

(2)

 

$

301,955.26

 

August 25, 2035

 

I-42-A

 

(2)

 

$

289,731.69

 

August 25, 2035

 

I-42-B

 

(2)

 

$

289,731.69

 

August 25, 2035

 

I-43-A

 

(2)

 

$

278,032.89

 

August 25, 2035

 

I-43-B

 

(2)

 

$

278,032.89

 

August 25, 2035

 

I-44-A

 

(2)

 

$

266,834.36

 

August 25, 2035

 

I-44-B

 

(2)

 

$

266,834.36

 

August 25, 2035

 

I-45-A

 

(2)

 

$

256,113.08

 

August 25, 2035

 

I-45-B

 

(2)

 

$

256,113.08

 

August 25, 2035

 

I-46-A

 

(2)

 

$

245,847.82

 

August 25, 2035

 

I-46-B

 

(2)

 

$

245,847.82

 

August 25, 2035

 

I-47-A

 

(2)

 

$

236,017.05

 

August 25, 2035

 

I-47-B

 

(2)

 

$

236,017.05

 

August 25, 2035

 

I-48-A

 

(2)

 

$

226,601.61

 

August 25, 2035

 

I-48-B

 

(2)

 

$

226,601.61

 

August 25, 2035

 

I-49-A

 

(2)

 

$

217,582.65

 

August 25, 2035

 

I-49-B

 

(2)

 

 

4217,582.65

 

August 25, 2035

 

I-50-A

 

(2)

 

$

5,461,948.23

 

August 25, 2035

 

I-50-B

 

(2)

 

$

5,461,948.23

 

August 25, 2035

 

II

 

(2)

 

$

35,395,630.71

 

August 25, 2035

 

II-1-A

 

(2)

 

$

3,896,914.70

 

August 25, 2035

 

II-1-B

 

(2)

 

$

3,896,914.70

 

August 25, 2035

 

II-2-A

 

(2)

 

$

4,579,051.99

 

August 25, 2035

 

II-2-B

 

(2)

 

$

4,579,051.99

 

August 25, 2035

 

II-3-A

 

(2)

 

$

5,436,830.05

 

August 25, 2035

 

II-3-B

 

(2)

 

$

5,436,830.05

 

August 25, 2035

 

II-4-A

 

(2)

 

$

5,907,200.35

 

August 25, 2035

 

II-4-B

 

(2)

 

$

5,907,200.35

 

August 25, 2035

 

II-5-A

 

(2)

 

$

6,547,199.93

 

August 25, 2035

 

II-5-B

 

(2)

 

$

6,547,199.93

 

August 25, 2035

 

II-6-A

 

(2)

 

$

7,164,012.64

 

August 25, 2035

 

II-6-B

 

(2)

 

$

7,164,012.64

 

August 25, 2035

 

II-7-A

 

(2)

 

$

7,717,089.59

 

August 25, 2035

 

II-7-B

 

(2)

 

$

7,717,089.59

 

August 25, 2035

 

II-8-A

 

(2)

 

$

8,047,637.43

 

August 25, 2035

 

II-8-B

 

(2)

 

$

8,047,637.43

 

August 25, 2035

 

II-9-A

 

(2)

 

$

8,357,249.46

 

August 25, 2035

 

II-9-B

 

(2)

 

$

8,357,249.46

 

August 25, 2035

 

II-10-A

 

(2)

 

$

8,643,510.47

 

August 25, 2035

 

II-10-B

 

(2)

 

$

8,643,510.47

 

August 25, 2035

 

II-11-A

 

(2)

 

$

8,904,144.44

 

August 25, 2035

 

 

 



EX-411th “Page” of 221TOC1stPreviousNextBottomJust 11th

 

 

II-11-B

 

(2)

 

$

8,904,144.44

 

August 25, 2035

 

II-12-A

 

(2)

 

$

9,137,040.22

 

August 25, 2035

 

II-12-B

 

(2)

 

$

9,137,040.22

 

August 25, 2035

 

II-13-A

 

(2)

 

$

9,340,272.25

 

August 25, 2035

 

II-13-B

 

(2)

 

$

9,340,272.25

 

August 25, 2035

 

II-14-A

 

(2)

 

$

9,512,124.11

 

August 25, 2035

 

II-14-B

 

(2)

 

$

9,512,124.11

 

August 25, 2035

 

II-15-A

 

(2)

 

$

9,651,107.87

 

August 25, 2035

 

II-15-B

 

(2)

 

$

9,651,107.87

 

August 25, 2035

 

II-16-A

 

(2)

 

$

9,755,986.23

 

August 25, 2035

 

II-16-B

 

(2)

 

$

9,755,986.23

 

August 25, 2035

 

II-17-A

 

(2)

 

$

9,825,785.16

 

August 25, 2035

 

II-17-B

 

(2)

 

$

9,825,785.16

 

August 25, 2035

 

II-18-A

 

(2)

 

$

9,859,812.88

 

August 25, 2035

 

II-18-B

 

(2)

 

$

9,859,812.88

 

August 25, 2035

 

II-19-A

 

(2)

 

$

9,857,670.44

 

August 25, 2035

 

II-19-B

 

(2)

 

$

9,857,670.44

 

August 25, 2035

 

II-20-A

 

(2)

 

$

9,828,946.97

 

August 25, 2035

 

II-20-B

 

(2)

 

$

9,828,946.97

 

August 25, 2035

 

II-21-A

 

(2)

 

$

130,537,565.50

 

August 25, 2035

 

II-21-B

 

(2)

 

$

130,537,565.50

 

August 25, 2035

 

II-22-A

 

(2)

 

$

1,850,481.73

 

August 25, 2035

 

II-22-B

 

(2)

 

$

1,850,481.73

 

August 25, 2035

 

II-23-A

 

(2)

 

$

1,766,919.86

 

August 25, 2035

 

II-23-B

 

(2)

 

$

1,766,919.86

 

August 25, 2035

 

II-24-A

 

(2)

 

$

1,687,407.72

 

August 25, 2035

 

II-24-B

 

(2)

 

$

1,687,407.72

 

August 25, 2035

 

II-25-A

 

(2)

 

$

1,611,733.34

 

August 25, 2035

 

II-25-B

 

(2)

 

$

1,611,733.34

 

August 25, 2035

 

II-26-A

 

(2)

 

$

1,539,701.64

 

August 25, 2035

 

II-26-B

 

(2)

 

$

1,539,701.64

 

August 25, 2035

 

II-27-A

 

(2)

 

$

1,471,124.20

 

August 25, 2035

 

II-27-B

 

(2)

 

$

1,471,124.20

 

August 25, 2035

 

II-28-A

 

(2)

 

$

1,405,823.88

 

August 25, 2035

 

II-28-B

 

(2)

 

$

1,405,823.88

 

August 25, 2035

 

II-29-A

 

(2)

 

$

1,343,632.99

 

August 25, 2035

 

II-29-B

 

(2)

 

$

1,343,632.99

 

August 25, 2035

 

II-30-A

 

(2)

 

$

1,284,394.06

 

August 25, 2035

 

II-30-B

 

(2)

 

$

1,284,394.06

 

August 25, 2035

 

II-31-A

 

(2)

 

$

1,227,955.95

 

August 25, 2035

 

II-31-B

 

(2)

 

$

1,227,955.95

 

August 25, 2035

 

II-32-A

 

(2)

 

$

1,592,213.05

 

August 25, 2035

 

II-32-B

 

(2)

 

$

1,592,213.05

 

August 25, 2035

 

II-33-A

 

(2)

 

$

2,563,715.17

 

August 25, 2035

 

II-33-B

 

(2)

 

$

2,563,715.17

 

August 25, 2035

 

 

 



EX-412th “Page” of 221TOC1stPreviousNextBottomJust 12th

 

 

II-34-A

 

(2)

 

$

960,958.64

 

August 25, 2035

 

II-34-B

 

(2)

 

$

960,958.64

 

August 25, 2035

 

II-35-A

 

(2)

 

$

921,257.58

 

August 25, 2035

 

II-35-B

 

(2)

 

$

921,257.58

 

August 25, 2035

 

II-36-A

 

(2)

 

$

883,303.51

 

August 25, 2035

 

II-36-B

 

(2)

 

$

883,303.51

 

August 25, 2035

 

II-37-A

 

(2)

 

$

847,013.48

 

August 25, 2035

 

II-37-B

 

(2)

 

$

847,013.48

 

August 25, 2035

 

II-38-A

 

(2)

 

$

853,806.37

 

August 25, 2035

 

II-38-B

 

(2)

 

$

853,806.37

 

August 25, 2035

 

II-39-A

 

(2)

 

$

776,620.86

 

August 25, 2035

 

II-39-B

 

(2)

 

$

776,620.86

 

August 25, 2035

 

II-40-A

 

(2)

 

$

745,019.60

 

August 25, 2035

 

II-40-B

 

(2)

 

$

745,019.60

 

August 25, 2035

 

II-41-A

 

(2)

 

$

714,783.24

 

August 25, 2035

 

II-41-B

 

(2)

 

$

714,783.24

 

August 25, 2035

 

II-42-A

 

(2)

 

$

685,847.81

 

August 25, 2035

 

II-42-B

 

(2)

 

$

685,847.81

 

August 25, 2035

 

II-43-A

 

(2)

 

$

658,154.61

 

August 25, 2035

 

II-43-B

 

(2)

 

$

658,154.61

 

August 25, 2035

 

II-44-A

 

(2)

 

$

631,645.64

 

August 25, 2035

 

II-44-B

 

(2)

 

$

631,645.64

 

August 25, 2035

 

II-45-A

 

(2)

 

$

606,266.42

 

August 25, 2035

 

II-45-B

 

(2)

 

$

606,266.42

 

August 25, 2035

 

II-46-A

 

(2)

 

$

581,966.68

 

August 25, 2035

 

II-46-B

 

(2)

 

$

581,966.68

 

August 25, 2035

 

II-47-A

 

(2)

 

$

558,695.45

 

August 25, 2035

 

II-47-B

 

(2)

 

$

558,695.45

 

August 25, 2035

 

II-48-A

 

(2)

 

$

536,407.39

 

August 25, 2035

 

II-48-B

 

(2)

 

$

536,407.39

 

August 25, 2035

 

II-49-A

 

(2)

 

$

515,057.85

 

August 25, 2035

 

II-49-B

 

(2)

 

$

515,057.85

 

August 25, 2035

 

II-50-A

 

(2)

 

$

12,929,428.77

 

August 25, 2035

 

II-50-B

 

(2)

 

$

12,929,428.77

 

August 25, 2035

 

P

 

(2)

 

$

100.00

 

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 possible maturity date has been designated as the “latest possible maturity date” for each REMIC 2 Regular Interest.

(2)

Calculated in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate” herein.

 



EX-413th “Page” of 221TOC1stPreviousNextBottomJust 13th

 

REMIC 3

As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 3.” The Class R-3 Interest will represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Balance, and for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3 Regular Interests. None of the REMIC 3 Regular Interests will be certificated.

 

Designation

 

Uncertificated REMIC 3 Pass-Through Rate

 

Initial Uncertificated Balance

 

Latest Possible Maturity Date(1)

 

LTAA

 

Variable(2)

 

$

493,413,008.47

 

August 25, 2035

 

LTA1

 

Variable(2)

 

$

1,179,500.00

 

August 25, 2035

 

LTA2A

 

Variable(2)

 

$

1,081,155.00

 

August 25, 2035

 

LTA2B

 

Variable(2)

 

$

431,825.00

 

August 25, 2035

 

LTA2C

 

Variable(2)

 

$

707,880.00

 

August 25, 2035

 

LTA2D

 

Variable(2)

 

$

229,380.00

 

August 25, 2035

 

LT2MZ

 

Variable(2)

 

$

272,250.00

 

August 25, 2035

 

LTM1

 

Variable(2)

 

$

186,285.00

 

August 25, 2035

 

LTM2

 

Variable(2)

 

$

168,670.00

 

August 25, 2035

 

LTM3

 

Variable(2)

 

$

115,800.00

 

August 25, 2035

 

LTM4

 

Variable(2)

 

$

80,555.00

 

August 25, 2035

 

LTM5

 

Variable(2)

 

$

83,075.00

 

August 25, 2035

 

LTM6

 

Variable(2)

 

$

70,490.00

 

August 25, 2035

 

LTM7

 

Variable(2)

 

$

75,520.00

 

August 25, 2035

 

LTM8

 

Variable(2)

 

$

57,900.00

 

August 25, 2035

 

LTM9

 

Variable(2)

 

$

50,350.00

 

August 25, 2035

 

LTM10

 

Variable(2)

 

$

75,520.00

 

August 25, 2035

 

LTM11

 

Variable(2)

 

$

30,210.00

 

August 25, 2035

 

LTM12

 

Variable(2)

 

$

45,315.00

 

August 25, 2035

 

LTB1

 

Variable(2)

 

$

52,865.00

 

August 25, 2035

 

LTB2

 

Variable(2)

 

$

15,105.00

 

August 25, 2035

 

LTZZ

 

Variable(2)

 

$

5,060,003.23

 

August 25, 2035

 

LTP

 

Variable(2)

 

$

100.00

 

August 25, 2035

 

LT1SUB

 

Variable(2)

 

$

6,315.27

 

August 25, 2035

 

LT1GRP

 

Variable(2)

 

$

29,693.81

 

August 25, 2035

 

LT2SUB

 

Variable(2)

 

$

16,341.46

 

August 25, 2035

 

LT2GRP

 

Variable(2)

 

$

69,628.88

 

August 25, 2035

 

LTXX

 

Variable(2)

 

$

503,360,682.27

 

August 25, 2035

 

LTIO

 

Variable(2)

 

$

478,308,576.00

 

August 25, 2035

 

______________________________________

(1)

For purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), 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 3 Regular Interest and each Class of Regular Certificates.

(2)

Calculated in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate” herein.

(3)

REMIC 3 Regular Interest LTIO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

 



EX-414th “Page” of 221TOC1stPreviousNextBottomJust 14th

 

REMIC 4

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 4.” The Class R-4 Interest represents the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Certificate Interest Rate and Original Class Certificate Principal Balance for each Class of Certificates or REMIC 4 Regular Interests comprising the interests in the Trust Fund created hereunder:

 

Class

 

Original Class Certificate Principal Balance

 

Certificate Interest Rate

 

Assumed Final
Maturity Dates(1)

 

A-1

 

$

235,900,000.00

 

Variable (2)

 

August 25, 2035

 

A-2A

 

$

216,231,000.00

 

Variable (2)

 

August 25, 2035

 

A-2B

 

$

86,365,000.00

 

Variable (2)

 

August 25, 2035

 

A-2C

 

$

141,576,000.00

 

Variable (2)

 

August 25, 2035

 

A-2D

 

$

45,876,000.00

 

Variable (2)

 

August 25, 2035

 

A-2MZ

 

$

54,450,000.00

 

Variable (2)

 

August 25, 2035

 

M-1

 

$

37,257,000.00

 

Variable (2)

 

August 25, 2035

 

M-2

 

$

33,734,000.00

 

Variable (2)

 

August 25, 2035

 

M-3

 

$

23,160,000.00

 

Variable (2)

 

August 25, 2035

 

M-4

 

$

16,111,000.00

 

Variable (2)

 

August 25, 2035

 

M-5

 

$

16,615,000.00

 

Variable (2)

 

August 25, 2035

 

M-6

 

$

14,098,000.00

 

Variable (2)

 

August 25, 2035

 

M-7

 

$

15,104,000.00

 

Variable (2)

 

August 25, 2035

 

M-8

 

$

11,580,000.00

 

Variable (2)

 

August 25, 2035

 

M-9

 

$

10,070,000.00

 

Variable (2)

 

August 25, 2035

 

M-10

 

$

15,104,000.00

 

Variable (2)

 

August 25, 2035

 

M-11

 

$

6,042,000.00

 

Variable (2)

 

August 25, 2035

 

M-12

 

$

9,063,000.00

 

Variable (2)

 

August 25, 2035

 

B-1

 

$

10,573,000.00

 

Variable (2)

 

August 25, 2035

 

B-2

 

$

3,021,000.00

 

Variable (2)

 

August 25, 2035

 

CE Interest

 

$

5,035,323.40

 

(3)

 

August 25, 2035

 

P Interest

 

$

100.00

 

N/A

 

August 25, 2035

 

Swap IO Interest

 

 

(4

)

(5)

 

August 25, 2035

 

R

 

 

 

 

N/A

 

August 25, 2035

 

R-X

 

 

 

 

N/A

 

August 25, 2035

 

Total

 

 

 

 

 

 

August 25, 2035

 

_________________________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 4.

(2)

Calculated in accordance with the definition of “Certificate Interest Rate” herein.

(3)

Solely for REMIC purposes, the Class CE Interest will (i) have an Original Class Certificate Principal Balance equal to the Initial Overcollateralization Amount and (ii) will accrue interest on its Notional Amount.

 

 



EX-415th “Page” of 221TOC1stPreviousNextBottomJust 15th

 

 

(4)

For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC 3 Regular Interest IO.

(5)

For federal income tax purposes, the Class Swap-IO Interest will not have a Certificate Interest Rate, but will be entitled to 100% of the amounts distributed on REMIC 3 Regular Interest LT-IO.

 



EX-416th “Page” of 221TOC1stPreviousNextBottomJust 16th

 

REMIC 5

As provided herein, the Trustee shall make an election 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 5.” The Class R-5 Interest represents the sole class of “residual interests” in REMIC 5 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Certificate Interest Rate and Original Class Certificate Principal Balance for the Class of Certificates comprising the interests in the Trust Fund created hereunder:

 



Class

Original Class Certificate Principal Balance

Certificate Interest Rate

Assumed Final
Maturity Dates(1)

CE

$                    5,035,323.40

Variable (2)

August 25, 2035

_________________________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 5.

(2)

The Class CE Certificates will be entitled to 100% of amounts distributed on the Class CE Interest.

 

 

 



EX-417th “Page” of 221TOC1stPreviousNextBottomJust 17th

 

REMIC 6

As provided herein, the Trustee shall make an election 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 6.” The Class R-6 Interest represents the sole class of “residual interests” in REMIC 6 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Certificate Interest Rate and Original Class Certificate Principal Balance for the Class of Certificates comprising the interests in the Trust Fund created hereunder:



Class

Original Class Certificate Principal Balance

Certificate Interest Rate

Assumed Final
Maturity Dates(1)

P

$                             100.00

Variable (2)

August 25, 2035

_________________________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 6.

(2)

The Class P Certificates will be entitled to 100% of amounts distributed on the Class P Interest.

 

 



EX-418th “Page” of 221TOC1stPreviousNextBottomJust 18th

 

REMIC 7

As provided herein, the Trustee shall make an election 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 7.” The Class R-7 Interest represents the sole class of “residual interests” in REMIC 7 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation, Certificate Interest Rate and Original Class Certificate Principal Balance for the Class of Certificates comprising the interests in the Trust Fund created hereunder:



Class

Original Class Certificate Principal Balance

Certificate Interest Rate

Assumed Final
Maturity Dates(1)

REMIC 7 Regular Interest SWAP-IO

$                             100.00

Variable (2)

August 25, 2035

_________________________________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 7.

(2)

REMIC 7 Regular Interest SWAP-IO will be entitled to 100% of amounts distributed on the Class IO Interest.

 



EX-419th “Page” of 221TOC1stPreviousNextBottomJust 19th

 

DEFINITIONS

Section 1.01  

Defined Terms.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Interest on all Classes of REMIC 1 Regular Interests will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on all Regular Certificates will be calculated on the basis of the actual number of days in the related Interest Accrual Period and a 360-day year.

“1933 Act”: The Securities Act of 1933, as amended.

“60+ Day Delinquent Loan”: Each Mortgage Loan (including each Mortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the Closing Date) with respect to which any portion of a Monthly Payment is, as of the last day of the prior Collection Period, two months or more past due and each Mortgage Loan relating to an REO Property.

“Account”: Any of the Collection Account, the Distribution Account, the Cap Carryover Reserve Account, the Swap Account or the Escrow Account.

“Accrued Certificate Interest”: With respect to each Distribution Date and Class of Certificates, an amount equal to the interest accrued at the Certificate Interest Rate during the related Interest Accrual Period on the Certificate Principal Balance of such Class of Certificates, reduced by such Class’ Interest Percentage of Relief Act Interest Shortfalls for such Distribution Date.

“Addition Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.04, a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit S.

“Adjustable-Rate Mortgage Loan”: A Mortgage Loan which has a rate at which interest accrues that adjusts based on the Index plus a related Gross Margin, as set forth and subject to the limitations in the related Mortgage Note.

“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date on which the Mortgage Interest 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.

“Advance”: As to any Mortgage Loan, any advance made by the Servicer in respect of any Distribution Date pursuant to Section 4.07.

 



EX-420th “Page” of 221TOC1stPreviousNextBottomJust 20th

 

“Adverse REMIC Event”: As defined in Section 9.01(f) hereof.

“Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.

“Aggregate Overcollateralization Release Amount”: With respect to any Distribution Date, the lesser of (i) the Principal Remittance Amount and (ii) the Overcollateralization Release Amount.

“Agreement”: This Pooling and Servicing Agreement and all amendments and supplements hereto.

“Applicable Regulations”: As to any Mortgage Loan, all federal, state and local laws, statutes, rules and regulations applicable thereto.

“Applied Realized Loss Amount”: With respect to each Distribution Date, the excess, if any, of the aggregate of (a) the Certificate Principal Balances of the Certificates (after taking into account the distribution of the Principal Distribution Amount on such Distribution Date and any increase in any Certificate Principal Balance as a result of Subsequent Recoveries) over (b) the Pool Balance as of the end of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.

“Assumed Final Maturity Date”: As to each Class of Certificates, the date set forth as such in the Preliminary Statement.

“Available Funds”: As to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments due during the related Collection Period and received on or prior to the related Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution Adjustment Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination Price with respect to the termination of the Trust pursuant to Section 10.01 hereof and other unscheduled recoveries of principal and interest (excluding Prepayment Charges, Originator Prepayment Charge Payment Amounts, Servicer Prepayment Charge Payment Amounts and Prepayment Interest Excess) in respect of the Mortgage Loans during the related Prepayment Period, (c) the aggregate of any amounts received in respect of an REO Property deposited in the Collection Account for such Distribution Date, (d) any Compensating Interest for such Distribution Date, (e) the aggregate of any Advances made by the Servicer for such Distribution Date, (f) any Reimbursement Amount or Subsequent Recovery deposited into the Collection Account during the related Prepayment Period and (g) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts in the Pre-Funding Accounts

 



EX-421st “Page” of 221TOC1stPreviousNextBottomJust 21st

(exclusive of investment income) after giving effect to any purchase of Subsequent Mortgage Loans over (ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to Sections 3.05 or 6.03, (b) amounts reimbursable or payable to the Trustee pursuant to Section 8.05 or Section 9.01(c), (c) Stayed Funds, (d) the Servicing Fee, (e) amounts deposited in the Collection Account or the Distribution Account, as the case may be, in error and (f) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event).

“Balloon Payment”: A payment of the unamortized principal balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding Monthly Payment.

“Bankruptcy Code”: Title 11 of the United States Code, as amended.

“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 5.02 hereof). On the Closing Date, the Floating Rate Certificates shall be Book-Entry Certificates.

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Delaware, the State of New York, the State of New Jersey, the city in which the offices of the Servicer are located or any city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

“Cap”: Any of the Group 1 Cap, the Group 2 Cap or the Pool Cap.

“Cap Carryover Amount”: If on any Distribution Date, the Accrued Certificate Interest for any Floating Rate Certificates is based upon the related Cap, the excess of (i) the amount of interest such Certificate would have been entitled to receive on such Distribution Date based on the related Pass-Through Rate, over (ii) the amount of interest such Certificate received on such Distribution Date based on such related Cap, together with the unpaid portion of any such excess from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on such Certificate).

“Cap Carryover Reserve Account”: The reserve account established and maintained pursuant to Section 3.04(g).

“Certificate”: Any Regular Certificate, Class P Certificate or Residual Certificate.

“Certificate Interest Rate”: With respect to any Class of the Floating Rate Certificates and any Distribution Date, the lesser of (x) the related Pass-Through Rate for such Distribution Date and (y) the applicable Cap for such Distribution Date.

 



EX-422nd “Page” of 221TOC1stPreviousNextBottomJust 22nd

 

With respect to the Class CE Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (W) below, and the denominator of which is the aggregate Uncertificated Balance of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2 and REMIC 3 Regular Interest LTZZ. For purposes of calculating the Certificate Interest Rate for the Class CE Certificates, the numerator is equal to the sum of the following components:

(A) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTAA;

(B) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA1;

(C) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA2A minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA2A;

(D) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA2B minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA2B;

(E) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA2C minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA2C;

(F) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA2D minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA2D;

(G) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTA2MZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTA2MZ;

(H) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM1;

 



EX-423rd “Page” of 221TOC1stPreviousNextBottomJust 23rd

 

(I) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM2;

(J) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM3;

(K) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM4;

(L) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM5 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM5;

(M) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM6;

(N) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM7 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM7;

(O) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM8 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM8;

(P) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM9 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM9;

(Q) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM10 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM10;

(R) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM11 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM11;

(S) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM12 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTM12;

(T) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTB1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTB1;

 



EX-424th “Page” of 221TOC1stPreviousNextBottomJust 24th

 

(U) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTB2;

(V) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC 3 Regular Interest LTZZ; and

(W) 100% of the interest distributed on REMIC 3 Regular Interest LTP.

With respect to the Class Class CE Certificates, 100% of the interest distributed on the Class CE Interest.

With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC 3 Regular Interest LTIO for such Distribution Date.

“Certificate Owner”: With respect to each Book-Entry Certificate, any beneficial owner thereof.

“Certificate Principal Balance”: With respect to any Class of Certificates (other than the Residual Certificates) and any Distribution Date, the Original Class Certificate Principal Balance (a) reduced by the sum of (i) all amounts actually distributed in respect of principal of such Class on all prior Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto for previous Distribution Dates and (b) increased by any Subsequent Recoveries allocated to such Class for previous Distribution Dates. The Residual Certificates do not have a Certificate Principal Balance. With respect to the Class CE Certificates, the excess of the aggregate Uncertificated Balance of the REMIC 3 Regular Interests over the aggregate Certificate Principal Balance of the Certificates (other than the Class CE Certificates).

“Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.02 hereof.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of any Residual Certificate for any purpose hereof.

“Certification”: As defined in Section 3.31(b) hereof.

“Class”: Collectively, Certificates or REMIC Regular Interests which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.

“Certificate Margin”: With respect to each Class of Floating Rate Certificates and for purposes of the Marker Rate and the Maximum LTZZ Uncertificated Accrued Interest Deferral Amount, the specified REMIC 3 Regular Interest, as follows:

 



EX-425th “Page” of 221TOC1stPreviousNextBottomJust 25th

 

 


Class

REMIC 3 Regular Interest

Certificate Margin

(1) (%)

(2) (%)

A-1

LTA1

0.260%

0.520%

A-2A

LTA2A

0.110%

0.220%

A-2B

LTA2B

0.180%

0.360%

A-2C

LTA2C

0.280%

0.560%

A-2D

LTA2D

0.360%

0.720%

A-2MZ

LT2MZ

0.320%

0.640%

M-1

LTM1

0.440%

0.660%

M-2

LTM2

0.450%

0.675%

M-3

LTM3

0.490%

0.735%

M-4

LTM4

0.590%

0.885%

M-5

LTM5

0.630%

0.945%

M-6

LTM6

0.680%

1.020%

M-7

LTM7

1.120%

1.680%

M-8

LTM8

1.300%

1.950%

M-9

LTM9

1.750%

2.625%

M-10

LTM10

2.000%

3.000%

M-11

LTM11

3.000%

4.500%

M-12

LTM12

2.500%

3.750%

B-1

LTB1

2.500%

3.750%

B-2

LTB2

2.500%

3.750%

__________

(1)

For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date.

(2)

For each other Accrual Period.

“Class A Certificate”: Any one of the Certificates with an “A” designated on the face thereof substantially in the form annexed hereto as Exhibits A-1, A-2, A-3, A-4, A-5 and A-6, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing (i) a REMIC Regular Interest in REMIC 4, (ii) the right to receive the related Cap Carryover Amount and (iii) the obligation to pay any Class IO Distribution Amount.

“Class A Certificateholders”: Collectively, the Holders of the Class A Certificates.

“Class B Certificate”: Any one of the Certificates with an “B” designated on the face thereof substantially in the form annexed hereto as Exhibits B-13 and B-14, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing (i) a REMIC Regular Interest in REMIC 4, (ii) the right to receive the related Cap Carryover Amount and (iii) the obligation to pay any Class IO Distribution Amount..

“Class B Certificateholders”: Collectively, the Holders of the Class B Certificates.

“Class B-1 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum

 



EX-426th “Page” of 221TOC1stPreviousNextBottomJust 26th

of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date) and (xiii) the Certificate Principal Balance of the Class B-1 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i)  98.40% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class B-2 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account thedistribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) 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), (iv) 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), (v) 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), (vi) the

 



EX-427th “Page” of 221TOC1stPreviousNextBottomJust 27th

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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date), (xiii) the Certificate Principal Balance of the Class M-12 Certificates (after taking into account the distribution of the Class M-12 Principal Distribution Amount on such Distribution Date) (xiv) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (xv) the Certificate Principal Balance of the Class B-2 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 99.00% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class CE Certificates”: Any one of the Class CE Certificates as designated on the face thereof substantially in the form annexed hereto as Exhibit C-1, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing (i) a REMIC Regular Interest in REMIC 5, (ii) the obligation to pay Cap Carryover Amounts and Swap Termination Payments and (iii) the obligation to pay any Class IO Distribution Amount.

“Class CE Distributable Amount”: With respect to any Distribution Date, the sum of (i) the interest accrued on such Class CE Certificate at its Certificate Interest Rate calculated on its Notional Amount less the amount (without duplication) of Cap Carryover Amounts paid pursuant to Section 4.02(b)(xvii), (ii) any remaining Aggregate Overcollateralization Release Amounts, (iii) the aggregate of amounts remaining in the Cap Carryover Reserve Account after the distributions in Section 3.04(g).

“Class CE Interest”: An uncertificated interest in the Trust Fund held by the Trustee, evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.

“Class IO Distribution Amount”: As defined in Section 4.09 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount

 



EX-428th “Page” of 221TOC1stPreviousNextBottomJust 28th

payable to the Swap Account on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.09 hereof.

“Class Swap-IO Interest”: An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC 4 for purposes of the REMIC Provisions.

“Class M Certificate”: Any one of the Certificates with an “M” designated on the face thereof substantially in the form annexed hereto as Exhibits B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8, B-9, B-10, B-11 and B-12, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing (i) a REMIC Regular Interest in REMIC 4, (ii) the right to receive the related Cap Carryover Amount and (iii) the obligation to pay any Class IO Distribution Amount.

“Class M Certificateholders”: Collectively, the Holders of the Class M Certificates.

“Class M-1 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 62.40% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-2 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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 (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 69.10% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-3 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum

 



EX-429th “Page” of 221TOC1stPreviousNextBottomJust 29th

of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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 (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 73.70% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-4 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i)  the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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 (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 76.90% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-5 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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 (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 80.20% and (ii) the Pool Balance as

 



EX-430th “Page” of 221TOC1stPreviousNextBottomJust 30th

of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-6 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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 (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 83.00% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-7 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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 (viii) the Certificate Principal Balance of the Class M-7 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 86.00% and (ii) the Pool Balance as

 



EX-431st “Page” of 221TOC1stPreviousNextBottomJust 31st

of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-8 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 88.30% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-9 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) the

 



EX-432nd “Page” of 221TOC1stPreviousNextBottomJust 32nd

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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.30% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-10 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.30% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-11 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum

 



EX-433rd “Page” of 221TOC1stPreviousNextBottomJust 33rd

of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.50% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class M-12 Principal Distribution Amount”: As of any Distribution Date on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) the

 



EX-434th “Page” of 221TOC1stPreviousNextBottomJust 34th

Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) (xi) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the distribution of the Class M-11 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class M-12 Certificates the immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.30% and (ii) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period minus the the product of (i) 0.50% and (ii) the sum of (a) the Cut-off Date Aggregate Principal Balance and (b) the Original Pre-Funded Amounts.

“Class P Certificate”: Any one of the Certificates with a “P” designated on the face thereof substantially in the form annexed hereto as Exhibit C-2, executed by the Trustee on behalf of the Trust and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a REMIC Regular Interest in REMIC 6.

“Class P Interest”: An uncertificated interest in the Trust Fund held by the Trustee, evidencing a Regular Interest in REMIC 4 for purposes of the REMIC Provisions.

“Class R Certificate”: The Class R Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-3 and evidencing the ownership of the Residual Interest in each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4. The Class R Certificate represents the ownership of the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class R-4 Interest.

“Class R-X Certificate”: The Class R-X Certificate executed by the Trustee on behalf of the Trust, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit C-4 and evidencing the ownership of the Residual Interest in each of REMIC 5, REMIC 6 and REMIC 7. The Class R-X Certificate represents the ownership of the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest.

“Class R-1 Interest”: The uncertificated residual interest in REMIC 1.

“Class R-2 Interest”: The uncertificated residual interest in REMIC 2.

“Class R-3 Interest”: The uncertificated residual interest in REMIC 3.

“Class R-4 Interest”: The uncertificated residual interest in REMIC 4.

 



EX-435th “Page” of 221TOC1stPreviousNextBottomJust 35th

 

“Class R-5 Interest”: The uncertificated residual interest in REMIC 5.

“Class R-6 Interest”: The uncertificated residual interest in REMIC 6.

“Class R-7 Interest”: The uncertificated residual interest in REMIC 7.

“Closing Date”: September 30, 2005.

“Code”: The Internal Revenue Code of 1986, as it may be amended from time to time.

“Collection Account”: The account or accounts created and maintained by the Servicer pursuant to Section 3.04(a), which shall be entitled “Collection Account, HomEq Servicing Corporation, as Servicer for the Trust under the Pooling and Servicing Agreement dated as of September 1, 2005 among Asset Backed Funding Corporation, as Depositor, HomEq Servicing Corporation, as Servicer, and Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders of ABFC 2005-WMC1 Trust, ABFC Asset-Backed Certificates, Series 2005-WMC1,” and which must be an Eligible Account.

“Collection Period”: With respect to any Distribution Date, the period from the second day of the calendar month preceding the month in which such Distribution Date occurs through the first day of the month in which such Distribution Date occurs.

“Combined Loan-to-Value Ratio”: For any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the Principal Balance of the Mortgage Loan at origination and (ii) the principal balance of the senior mortgage loan, if any, on the date of origination of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property.

“Commission”: The United States Securities and Exchange Commission.

“Compensating Interest”: As defined in Section 3.23 hereof.

“Condemnation Proceeds”: All awards or settlements in respect of a taking of a Mortgaged Property by exercise of the power of eminent domain or condemnation.

“Consulting Agreement”: The Consulting Agreement, dated as of September 30, 2005, between The Murrayhill Company, as Credit Risk Manager, and the Depositor.

“Corporate Trust Office”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at (i) for certificate transfer purposes, Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis, Minnesota, 55479-0113, Attention: Client Manager-ABFC, Series 2005-WMC1 and (ii) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-ABFC, Series 2005-WMC1 or at such other address as the Trustee

 



EX-436th “Page” of 221TOC1stPreviousNextBottomJust 36th

may designate from time to time by notice to the Certificateholders, the Depositor and the Servicer.

“Corresponding Classes”: With respect to the following REMIC 3 Regular Interests, the following Classes:

REMIC 3 Regular Interest

Certificate

LTA1

Class A-1 Certificates

LTA2A

Class A-2A Certificates

LTA2B

Class A-2B Certificates

LTA2C

Class A-2C Certificates

LTA2D

Class A-2D Certificates

LT-2MZ

Class A-2MZ Certificates

LTM1

Class M-1 Certificates

LTM2

Class M-2 Certificates

LTM3

Class M-3 Certificates

LTM4

Class M-4 Certificates

LTM5

Class M-5 Certificates

LTM6

Class M-6 Certificates

LTM7

Class M-7 Certificates

LTM8

Class M-8 Certificates

LTM9

Class M-9 Certificates

LTM10

Class M-10 Certificates

LTM11

Class M-11 Certificates

LTM12

Class M-12 Certificates

LTB1

Class B-1 Certificates

LTB2

Class B-2 Certificates

LTP

Class P Certificates

 

“Credit Risk Manager”: The Murrayhill Company, a Colorado corporation.

“Credit Risk Manager Fee”: The fee payable to the Credit Risk Manager on each Distribution Date for its services as Credit Risk Manager, in an amount equal to the product of (i) one-twelfth of the Credit Risk Manager Fee Rate and (ii) the Pool Balance as of the opening of business on the first day of the related Collection Period.

“Credit Risk Manager Fee Rate”: With respect to any Distribution Date, 0.0150% per annum.

“Credit Risk Management Agreement”: The Credit Risk Management Agreement between the Servicer and the Credit Risk Manager dated as of September 30, 2005.

“Cut-off Date”: September 1, 2005.

“Cut-off Date Aggregate Principal Balance”: The aggregate Cut-off Date Principal Balance of the Mortgage Loans.

 



EX-437th “Page” of 221TOC1stPreviousNextBottomJust 37th

 

“Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Principal Balance thereof as of the Cut-off Date or Subsequent Cut-off Date, as applicable, after application of funds received or advanced on or before such date (or as of the applicable date of substitution with respect to an Eligible Substitute Mortgage Loan).

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Defective Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more Eligible Substitute Mortgage Loans.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

“Definitive Certificates”: As defined in Section 5.02(c) hereof.

“Delinquent”: Any Mortgage Loan with respect to which the Monthly Payment due on a Due Date is not made by the close of business on the next scheduled Due Date for such Mortgage Loan.

“Depositor”: Asset Backed Funding Corporation, a Delaware corporation, or any successor in interest.

“Depository”: The initial depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.

“Depository Participant”: A broker, dealer, bank or other financial institution or other person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by the Trust other than through an Independent Contractor; provided, however, that the Trustee (or

 



EX-438th “Page” of 221TOC1stPreviousNextBottomJust 38th

the Servicer under this Agreement) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Servicer under this Agreement) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

“Disqualified Organization”: A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any possession of the United States, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual Certificate to such Person. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and a majority of its board of directors is not selected by a governmental unit. The term “United States,” “state” and “international organization” shall have the meanings set forth in Section 7701 of the Code.

“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.04(b), which shall be entitled “Distribution Account, Wells Fargo Bank, N.A., as Trustee, in trust for the registered Holders of ABFC 2005-WMC1 Trust, ABFC Asset-Backed Certificates, Series 2005-WMC1” and which must be an Eligible Account.

“Distribution Date”: The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in October 2005.

“Distribution Date Statement”: As defined in Section 4.06(a) hereof.

“Due Date”: With respect to each Mortgage Loan and any Distribution Date, the day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace period.

“Eligible Account”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated “A–1+” by S&P, “P-1” by Moody’s and “F-1+” by Fitch (or comparable ratings if S&P, Moody’s and Fitch are not the Rating Agencies) by each of the Rating Agencies at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC, (iii) a trust account or accounts maintained

 



EX-439th “Page” of 221TOC1stPreviousNextBottomJust 39th

with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee and the NIMS Insurer. Eligible Accounts may bear interest.

“Eligible Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:

(i)   direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii)          (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agents acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company or its ultimate parent has a short-term uninsured debt rating in one of the two highest available rating categories of S&P and Moody’s and the highest available rating category of Fitch and provided that each such investment has an original maturity of no more than 365 days and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;

(iii)         repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated A or higher by S&P, A+ or higher by Fitch and A2 or higher by Moody’s, provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest or (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(iv)         securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and that are rated by each Rating Agency in its highest long-term unsecured rating categories at the time of such investment or contractual commitment providing for such investment;

(v)          commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not

 



EX-440th “Page” of 221TOC1stPreviousNextBottomJust 40th

more than 30 days after the date of acquisition thereof) that is rated by each Rating Agency in its highest short-term unsecured debt rating available at the time of such investment;

(vi)         units of money market funds registered under the Investment Company Act of 1940 (including funds managed or advised by the Trustee or affiliates thereof) that, if rated by each Rating Agency, are rated in its highest rating category (if so rated by such Rating Agency); and

(vii)        if previously confirmed in writing to the Trustee and consented to by the NIMS Insurer, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies in writing as an eligible investment of funds backing securities having ratings equivalent to its highest initial rating of the Senior Certificates;

provided, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

“Eligible Substitute Mortgage Loan”: A mortgage loan substituted for a Defective Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance (or in the case of a substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an aggregate principal balance) not in excess of the then outstanding principal balance of the Defective Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) be of the same type (fixed-rate or adjustable-rate) and have a Mortgage Interest Rate not less than the Mortgage Interest Rate of the Defective Mortgage Loan and not more than 2% in excess of the Mortgage Interest Rate of such Defective Mortgage Loan and, with respect to an Adjustable-Rate Mortgage Loan, have the same Index as the Defective Mortgage Loan and have a Gross Margin equal to or greater than the Defective Mortgage Loan, (iii) have a Credit Score not less than the Defective Mortgage Loan, (iv) have a remaining term to maturity not more than one year earlier and not later than the remaining term to maturity of the Defective Mortgage Loan, (v) have a Combined Loan-to-Value Ratio as of the date of substitution not greater than the Combined Loan-to-Value Ratio of the Defective Mortgage Loan as of such date, (vi) have a Prepayment Charge at least equal in amount of that of the Defective Mortgage Loan and (vii) comply with each representation and warranty as to the Mortgage Loans set forth in the WMC Sale Agreement and Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the Defective Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Defective Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balance, the Mortgage Interest Rates described in clause (ii) hereof shall be determined on the basis of weighted average Mortgage Interest Rates, the terms described in clause (iv) hereof shall be determined on the basis of weighted average remaining term to maturity, the Combined Loan-to-Value Ratios described in clause (v) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (vii) hereof must be satisfied as to each

 



EX-441st “Page” of 221TOC1stPreviousNextBottomJust 41st

Eligible Substitute Mortgage Loan or in the aggregate, as the case may be. Any Defective Mortgage Loan that is a Group 1 Mortgage Loan or Group 2 Mortgage Loan must be replaced by an Eligible Substitute Mortgage Loan that will be a Group 1 Mortgage Loan or Group 2 Mortgage Loan, as applicable.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“ERISA-Restricted Certificates”: Any of the Class B-1, Class B-2, Class CE, Class P and Residual Certificates.

“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.06.

“Escrow Payments”: The amounts constituting ground rents, taxes, assessments, water rates, mortgage insurance premiums, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.

“Estate in Real Property”: A fee simple estate in a parcel of real property.

“Exchange Act”: The Securities Exchange Act of 1934, as amended.

“Expense Fee Rate”: The sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.

“Extended Period”: As defined in Section 9.04(b).

“Extra Principal Distribution Amount”: As of any Distribution Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and (y) the Overcollateralization Deficiency for such Distribution Date.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“Fidelity Bond”: Shall have the meaning assigned thereto in Section 3.12.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property (i) purchased by the Originator or the Seller pursuant to or as contemplated by Section 2.03, (ii) purchased by the Servicer pursuant to Section 3.16 or (iii) purchased by the Majority Class CE Certificateholders or the Servicer pursuant to Section  10.01), a determination made by the Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

“Fitch”: Fitch Ratings and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to

 



EX-442nd “Page” of 221TOC1stPreviousNextBottomJust 42nd

refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Commission.

“Fixed-Rate Mortgage Loan”: A Mortgage Loan which has a constant annual rate at which interest accrues in accordance with the provisions of the related Mortgage Note.

“Fixed Swap Payment”: With respect to any Distribution Date, a fixed amount equal to the related amount set forth in the Interest Rate Swap Agreement.

“Floating Rate Certificates”: Any Class A Certificates, Class M Certificates or Class B Certificates.

“Floating Swap Payment”: With respect to any Distribution Date, a floating amount equal to the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap Agreement for such Distribution Date), (ii) the related Base Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Distribution Date to but excluding the current Distribution Date (or, for the first Distribution Date, the actual number of days elapsed from the Closing Date to but excluding the first Distribution Date), and the denominator of which is 360.

“Foreclosure Price”: The amount reasonably expected to be received from the sale of the related Mortgaged Property net of any expenses associated with foreclosure proceedings.

“Form 10-K”: As defined in Section 3.31(a) hereof.

“Funding Period”: The period beginning on the Closing Date and ending on the earlier to occur of (a) the date upon which the amount on deposit in the Pre-Funding Accounts (exclusive of investment income) has been reduced to zero or (b) December 30, 2005.

“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Interest Rate for such Mortgage Loan.

“Group 1 Allocation Percentage”: With respect to each Distribution Date, the aggregate Principal Balance of the Group 1 Mortgage Loans plus any amounts on deposit in the Group 1 Pre-Funding Account divided by the sum of the aggregate Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans plus any amounts on deposit in the Pre-Funding Accounts.

“Group 1 Cap”: With respect to each Distribution Date and the Group 1 Certificates, a per annum rate, equal to the product of (x) a fraction, expressed as a percentage, the numerator of which is (1) the amount of interest accrued on the Group 1 Mortgage Loans on the Due Date occurring in the prior calendar month, minus (2) the sum of (x) the Servicing Fee and the Credit Risk Manager Fee with respect to the Group 1 Mortgage Loans, (y) the Group 1 Allocation Percentage of any Net Swap Payment owed to the Swap Provider and (z) the Group 1

 



EX-443rd “Page” of 221TOC1stPreviousNextBottomJust 43rd

Allocation Percentage of any Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) payable by the Trust, and the denominator of which is equal to the sum of (i) the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day of the immediately preceding Collection Period, after giving effect to Principal Prepayments received during the related Prepayment Period and (ii) the amount on deposit in the Group 1 Pre-Funding Account and (b) 12 and (y) a fraction whose numerator is 360 and whose denominator is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes and the REMIC 4 Regular Interests the ownership of which is represented by the Class A-1 Certificates, the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC 3 Regular Interest immediately prior to such Distribution Date.

 

“Group 1 Certificates”: Any Class A-1 Certificates.

 

“Group 1 Interest Remittance Amount”: As of any Distribution Date, the sum, without duplication, of (i) all interest due and collected or advanced with respect to the related Collection Period on the Group 1 Mortgage Loans received by the Servicer on or prior to the Determination Date for such Distribution Date (less the Servicing Fee, amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section 6.03 and Section 8.05), (ii) all Compensating Interest paid by the Servicer on the related Distribution Date with respect to such Mortgage Loans, (iii) the portion of any payment in connection with any Principal Prepayment (other than any Prepayment Interest Excess), substitution, Purchase Price, Termination Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with respect to such Mortgage Loans received during the related Prepayment Period and (iv) any Reimbursement Amount relating to the interes with respect to the Group 1 Mortgage Loans received during the related Prepayment Period.

“Group 1 Maximum Rate Cap”: As of any Distribution Date and the Group 1 Certificates, a per annum rate equal to the product of (1) the weighted average of the Net Maximum Mortgage Interest Rates of the Group 1 Mortgage Loans minus an amount, expressed as a per annum rate, equal to the sum of (x) the product of (i) any Net Swap Payment owed to the Swap Provider divided by the aggregate principal balances of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap Termination Payment (other than any Swap Termination Payemnt resulting from a Swap Provider Trigger Event), payable by the Trust, divided by the aggregate principal balances of the Mortgage Loans and (ii) 12, plus an amount, expressed as a per annum rate, equal to the product of (x) a fraction, the numerator of which is equal to any Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate principal balances of the Mortgage Loans and (y) 12 and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.

“Group 1 Principal Percentage”: With respect to any Distribution Date and the Group 1 Certificates, the percentage equivalent to a fraction, the numerator of which is the Principal Remittance Amount allocable to the Group 1 Mortgage Loans for such Distribution

 



EX-444th “Page” of 221TOC1stPreviousNextBottomJust 44th

Date and the denominator of which is the Principal Remittance Amount allocable to the Mortgage Loans for such Distribution Date.

“Group 1 Pre-Funding Account”: The account established and maintained pursuant to Section 4.05, as defined herein.

“Group 1 Senior Principal Distribution Amount”: With respect to any Distribution Date, (i) before the Stepdown Date or as to which a Trigger Event is in effect, the Group 1 Principal Percentage of the Principal Distribution Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the Certificate Principal Balance of the Group 1 Certificates immediately prior to such Distribution Date over (b) the lesser of (x) the product of (1) 55.00% and (2) the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (y) the amount by which the aggregate Principal Balance of the Group 1 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (1) 0.50% and (2) the sum of (a) the aggregate Principal Balance of the Group 1 Mortgage Loans on the Cut-off Date and (b) the Original Group 1 Pre-Funded Amount.

“Group 2 Allocation Percentage”: With respect to each Distribution Date, the aggregate Principal Balance of the Group 2 Mortgage Loans plus any amounts on deposit in the Group 2 Pre-Funding Account divided by the sum of the aggregate Principal Balance of the Group 1 Mortgage Loans and the Group 2 Mortgage Loans plus any amounts on deposit in the Pre-Funding Accounts.

“Group 2 Cap”: With respect to each Distribution Date and the Group 2 Certificates, a per annum rate, equal to the product of (x) a fraction, expressed as a percentage, the numerator of which is (1) the amount of interest accrued on the Group 2 Mortgage Loans on the Due Date occurring in the prior calendar month, minus (2) the sum of (x) the Servicing Fee and the Credit Risk Manager Fee with respect to the Group 2 Mortgage Loans, (y) the Group 2 Allocation Percentage of any Net Swap Payment owed to the Swap Provider and (z) the Group 2 Allocation Percentage of any Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) payable by the Trust, and the denominator of which is equal to the sum of (i) the aggregate Principal Balance of the Group 2 Mortgage Loans as of the last day of the immediately preceding Collection Period, after giving effect to Principal Prepayments received during the related Prepayment Period and (ii) the amount on deposit in the Group 2 Pre-Funding Account and (b) 12 and (y) a fraction whose numerator is 360 and whose denominator is the actual number of days elapsed in the related Interest Accrual Period. For federal income tax purposes and the REMIC 4 Regular Interests the ownership of which is represented by the Class A-2 Certificates, the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest LT2GRP, weighted on the basis of the Uncertificated Balance of such REMIC 3 Regular Interest immediately prior to such Distribution Date.

 

 



EX-445th “Page” of 221TOC1stPreviousNextBottomJust 45th

 

“Group 2 Certificates”: Any Class A-2A Certificates, Class A-2B Certificates, Class A-2C Certificates, Class A-2D Certificates or Class A-2MZ Certificates.

 

“Group 2 Interest Remittance Amount”: As of any Distribution Date, the sum, without duplication, of (i) all interest due and collected or advanced with respect to the related Collection Period on the Group 2 Mortgage Loans received by the Servicer on or prior to the Determination Date for such Distribution Date (less the Servicing Fee, amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section 6.03 and Section 8.05), (ii) all Compensating Interest paid by the Servicer on the related Distribution Date with respect to such Mortgage Loans, (iii) the portion of any payment in connection with any Principal Prepayment (other than any Prepayment Interest Excess), substitution, Purchase Price, Termination Price, Insurance Proceeds or Net Liquidation Proceeds relating to interest with respect to such Mortgage Loans received during the related Prepayment Period and (iv) any Reimbursement Amount relating to the interest with respect to the Group 2 Mortgage Loans received during the related Prepayment Period.

“Group 2 Maximum Rate Cap”: As of any Distribution Date and the Group 2 Certificates, a per annum rate equal to the product of (1) the weighted average of the Net Maximum Mortgage Interest Rates of the Group 2 Mortgage Loans minus an amount, expressed as a per annum rate, equal to the sum of (x) the product of (i) any Net Swap Payment owed to the Swap Provider divided by the aggregate principal balances of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap Termination Payment (other than any Swap Termination Payemnt resulting from a Swap Provider Trigger Event), payable by the Trust, divided by the aggregate principal balances of the Mortgage Loans and (ii) 12, plus an amount, expressed as a per annum rate, equal to the product of (x) a fraction, the numerator of whichi is equal to any Net Swap Payment made by the Swap Provider and the denominator of which is equal to the aggregate principal balances of the Mortgage Loans and (y) 12 and (2) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period.

“Group 2 Mortgage Loan”: Each Mortgage Loan listed on Exhibit D hereto.

“Group 2 Pre-Funding Account”: The account established and maintained pursuant to Section 4.05, as defined herein.

“Group 2 Principal Percentage”: With respect to any Distribution Date and the Group 2 Certificates, the percentage equivalent to a fraction, the numerator of which is the Principal Remittance Amount allocable to the Group 2 Mortgage Loans for such Distribution Date and the denominator of which is the Principal Remittance Amount allocable to the Mortgage Loans for such Distribution Date.

“Group 2 Senior Principal Distribution Amount”: With respect to any Distribution Date (i) before the Stepdown Date or as to which a Trigger Event is in effect, the Group 2 Principal Percentage of the Principal Distribution Amount and (ii) on or after the Stepdown Date and as long as a Trigger Event is not in effect, the excess of (a) the aggregate Certificate Principal Balance of the Group 2 Certificates immediately prior to such Distribution Date over

 



EX-446th “Page” of 221TOC1stPreviousNextBottomJust 46th

(b) the lesser of (x) the product of (1) 55.00% and (2) the aggregate Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (y) the amount by which the aggregate Principal Balance of the Group 2 Mortgage Loans as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period exceeds the product of (1) 0.50% and (2) the sum of (a) the aggregate Principal Balance of the Group 2 Mortgage Loans on the Cut-off Date and (b) the Original Group 2 Pre-Funded Amount.

“Group Subordinate Amount” for any Distribution Date and (i) the Group 1 Mortgage Loans, will be equal to the greater of zero and the excess of the aggregate Principal Balance of the Group 1 Mortgage Loans as of the first day of the related Collection Period over the Certificate Principal Balance of the Group 1 Certificates immediately prior to such Distribution Date and (ii) the Group 2 Mortgage Loans, will be equal to the greater of zero and the excess of the aggregate Principal Balance of the Group 2 Mortgage Loans as of the first day of the related Collection Period over the aggregate Certificate Principal Balance of the Group 2 Certificates immediately prior to such Distribution Date.

Indenture: An indenture relating to the issuance of net interest margin notes secured by the Class CE Certificates and the Class P Certificates, which may or may not be guaranteed by the NIMS Insurer.

“Independent”: When used with respect to any specified Person, any such Person who (i) is in fact independent of the Depositor, the Servicer and their respective Affiliates, (ii) does not have any direct financial interest in or any material indirect financial interest in the Depositor or the Servicer or any Affiliate thereof, and (iii) is not connected with the Depositor or the Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor or the Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Servicer or any Affiliate thereof, as the case may be.

“Independent Contractor”: Either (i) any Person (other than the Servicer) that would be an “independent contractor” with respect to the Trust Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35 percent or more of any Class of Certificates), so long as the Trust Fund does not receive or derive any income from such Person and provided that the relationship between such Person and the Trust Fund is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee has received an Opinion of Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

 



EX-447th “Page” of 221TOC1stPreviousNextBottomJust 47th

 

“Index”: With respect to each Adjustable-Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.

“Initial Group 1 Mortgage Loan”: Each Mortgage Loan included in the Trust Fund on the Closing Date and listed on Exhibit D hereto. The aggregate Principal Balance of the Initial Group 1 Mortgage Loans as of the Cut-off Date is equal to $296,938,115.40.

“Initial Group 2 Mortgage Loan”: Each Mortgage Loan included in the Trust Fund on the Closing Date and listed on Exhibit D hereto. The aggregate Principal Balance of the Initial Group 2 Mortgage Loans as of the Cut-off Date is equal to $696,288,812.30.

“Initial Mortgage Loan”: Any of the Initial Group 1 Mortgage Loans or Initial Group 2 Mortgage Loans.

“Interest Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of September 30, 2005 (together with the schedule thereto, the Master Agreement) between Barclays Bank PLC and the Trustee, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date, which supplements, forms part of, and is subject to the Master Agreement, and a confirmation of the same date, which supplements and forms part of the Master Agreement.

“Initial Certificate Principal Balance”: With respect to any Certificate of a Class other than a Residual Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof.

“Initial Overcollateralization Amount”: $ 5,035,323.40.

“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.

“Interest Accrual Period”: With respect to any Distribution Date and the Floating Rate Certificates, the period from the preceding Distribution Date to the day prior to the current Distribution Date or, in the case of the first Distribution Date, from the Closing Date through and including the day prior to the current Distribution Date.

“Interest Carry Forward Amount”: For any Class of Floating Rate Certificates and any Distribution Date, the sum of (a) the excess, if any, of the Accrued Certificate Interest and any Interest Carry Forward Amount for the prior Distribution Date, over the amount in respect of interest actually distributed on such Class on such prior Distribution Date and (b) interest on such excess at the applicable Certificate Interest Rate for the actual number of days elapsed on the basis of a 360-day year since the prior Distribution Date.

“Interest Percentage”: With respect to any Class of Certificates and any Distribution Date, the ratio (expressed as a decimal carried to six places) of the Accrued

 



EX-448th “Page” of 221TOC1stPreviousNextBottomJust 48th

Certificate Interest for such Class to the sum of the Accrued Certificate Interest for all Classes, in each case with respect to such Distribution Date, without regard to shortfalls caused by the Relief Act or similar state laws.

“Interest Remittance Amount”: As of any Determination Date, the sum of the Group 1 Interest Remittance Amount and the Group 2 Interest Remittance Amount.

“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any related Collection Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent on a contractual basis for such Collection Period and not previously recovered.

“LIBOR Business Day”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.

“LIBOR Determination Date”: With respect to the Floating Certificates, (i) for the first Distribution Date, the second LIBOR Business Day preceding the Closing Date and (ii) for each subsequent Distribution Date, the second LIBOR Business Day prior to the immediately preceding Distribution Date.

“Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been recovered.

“Liquidation Proceeds”: The amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation or (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or otherwise.

“Liquidation Report”: The report with respect to a Liquidated Mortgage Loan in such form as is agreed to by the Servicer and the Trustee listing (i) the sale price of the related Mortgaged Property or amount of the REO Disposition, (ii) the amount of any Realized Loss (or gain) with respect to such Liquidated Mortgage Loan, (iii) the expenses relating to the liquidation of such Liquidated Mortgage Loan and (iv) such other information as is agreed to by the Servicer and the Trustee.

“Loan Group”: Any of Loan Group 1 or Loan Group 2.

“Loan Group 1”: The Group 1 Mortgage Loans.

 



EX-449th “Page” of 221TOC1stPreviousNextBottomJust 49th

 

“Loan Group 2”: The Group 2 Mortgage Loans.

“Losses”: As defined in Section 9.03.

“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, an affidavit from the Seller certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note) in the form of Exhibit H hereto.

“Majority Certificateholders”: The Holders of Certificates evidencing at least 51% of the Voting Rights.

“Majority Class CE Certificateholders”: The Holders of Class CE Certificates evidencing at least a 51% Percentage Interest in the Class CE Certificates.

“Marker Rate”: With respect to the Class CE Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC Pass-Through Rates for REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2 and REMIC 3 Regular Interest LTZZ, (i) with the rate on each such REMIC Regular Interest (other than REMIC 3 Regular Interest LTZZ) subject to a cap equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate and (ii) the related Cap for the purposes of this calculation and (ii) with the rate on REMIC 3 Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 3 Pass-Through Rate and the related caps with respect to each such REMIC Regular Interest (other than REMIC 3 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

“Maximum LTZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC 3 Regular Interest LTZZ minus the REMIC 3 Overcollateralized Amount, in each case for such Distribution Date, over (b) Uncertificated Accrued Interest on REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3

 



EX-450th “Page” of 221TOC1stPreviousNextBottomJust 50th

Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTB2 with each such REMIC 3 Regular Interest subject to a cap equal to the lesser of (i) the Pass-Through Rate for the Corresponding and (ii) the related Cap for the purposes of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 3 Pass-Through Rate and the related caps with respect to Uncertificated Accrued Interest on REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTB2 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

“Maximum Mortgage Interest Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Interest Rate thereunder.

“Maximum Rate Cap”: Any of the Group 1 Maximum Rate Cap, the Group 2 Maximum Rate Cap or the Pool Maximum Rate Cap.

 

“Minimum Mortgage Interest Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Interest Rate thereunder.

“Monthly Excess Cashflow Amount”: The sum of the Monthly Excess Interest Amount, the Overcollateralization Release Amount and (without duplication) any portion of the Principal Distribution Amount remaining after principal distributions on the Floating Rate Certificates.

“Monthly Excess Interest Amount”: With respect to each Distribution Date, the sum of (a) the amount, if any, by which the related Interest Remittance Amount for such Distribution Date exceeds the aggregate amount distributed on such Distribution Date pursuant to paragraphs (i) through (vi) under Section 4.01 and (b) any amounts received under the Interest Rate Swap Agreement for this purpose.

“Monthly Form 8-K”: As defined in Section 3.31(a) hereof.

“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage

 



EX-451st “Page” of 221TOC1stPreviousNextBottomJust 51st

Loan and (ii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act or similar state laws; (b) without giving effect to any extension granted or agreed to by the Servicer pursuant to Section 3.01; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Moody’s”: Moody’s Investors Service, Inc., and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Securities and Exchange Commission.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage Interest Rate”: With respect to each Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (i) in the case of each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately following the Cut-off Date and (ii) in the case of each Adjustable-Rate Mortgage Loan (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded as provided in the Mortgage Note, of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedules.

“Mortgage Loan Purchase Agreement”: The agreement between the Seller and the Depositor, dated as of September 28, 2005, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor.

“Mortgage Loan Schedule”: As of any date with respect to the Mortgage Loans, the lists of such Mortgage Loans included in the Trust Fund on such date, separately identifying the Fixed-Rate Mortgage Loans and the Adjustable-Rate Mortgage Loans, attached hereto as Exhibits D-1 and D-2, as supplemented by each schedule of Subsequent Mortgage Loans

 



EX-452nd “Page” of 221TOC1stPreviousNextBottomJust 52nd

attached to a Subsequent Transfer Instrument. The Mortgage Loan Schedules shall set forth the following information with respect to each Mortgage Loan:

(1)  

the Mortgage Loan identifying number;

 

(2)  

the state and zip code of the Mortgaged Property;

 

(3)  

the type of Residential Dwelling constituting the Mortgaged Property;

(4)  

the occupancy status of the Mortgaged Property at origination;

 

(5)  

the original months to maturity;

 

(6)  

the date of origination;

 

(7)  

the first payment date;

 

(8)  

the stated maturity date;

 

(9)        the stated remaining months to maturity from the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) based on the original amortization schedule;

(10)  

the original principal amount of the Mortgage Loan;

(11)      the Principal Balance of each Mortgage Loan as of the Cut-off Date (or Subsequent Cut-off Date, with repsect to a Subsequent Mortgage Loan);

(12)      the Mortgage Interest Rate of the Mortgage Loan as of the Cut-off Date (or Subsequent Cut-off Date, with repsect to a Subsequent Mortgage Loan);

(13)      the current principal and interest payment of the Mortgage Loan as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan);

(14)  

the contractual interest paid to date of the Mortgage Loan;

 

(15)  

the Combined Loan-to-Value Ratio at origination and as of the Cut-off Date;

(16)      a code indicating the loan performance status of the Mortgage Loan as of the Cut-off Date;

(17)  

a code indicating the Index that is associated with such Mortgage Loan;

(18)  

the Gross Margin;

 

(19)  

the Periodic Rate Cap;

 

(20)  

the Minimum Mortgage Interest Rate;

 

 

 



EX-453rd “Page” of 221TOC1stPreviousNextBottomJust 53rd

 

(21)  

the Maximum Mortgage Interest Rate;

(22)      a code indicating whether the Mortgage Loan has a Prepayment Charge and the type of Prepayment Charge and the term;

(23)  

the first Adjustment Date immediately following the Cut-off Date;

(24)  

the rate adjustment frequency;

 

(25)  

the payment adjustment frequency;

 

(26)  

the purpose of the Mortgage Loan; and

 

(27)  

a code indicating whether the Mortgage Loan is a second lien.

 

The Mortgage Loan Schedules shall set forth the following information, as of the Cut-off Date (or Subsequent Cut-off Date, with repsect to a Subsequent Mortgage Loan), with respect to the Mortgage Loans in the aggregate, for the Fixed-Rate Mortgage Loans and for the Adjustable-Rate Mortgage Loans: (1) the number of Mortgage Loans; (2) the current Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedules shall be amended from time to time in accordance with the provisions of this Agreement and a copy of such amended Mortgage Loan Schedules shall be furnished by the Servicer to the NIMS Insurer. With respect to any Eligible Substitute Mortgage Loan, Cut-off Date shall refer to the applicable date of substitution.

“Mortgage Note”: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

“Mortgage Pool”: The pool of Mortgage Loans, identified on Exhibits D-1 and D-2 from time to time, and any REO Properties acquired in respect thereof and as supplemented by any Subsequent Mortgage Loans identified on each schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument.

“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling.

“Mortgagor”: The obligor on a Mortgage Note.

“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds net of unreimbursed Advances, unreimbursed Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.

 



EX-454th “Page” of 221TOC1stPreviousNextBottomJust 54th

 

“Net Maximum Mortgage Interest Rate”: With respect to any (a) Adjustable-Rate Mortgage Loan, the applicable Maximum Mortgage Interest Rate less the Expense Fee Rate and (b) Fixed-Rate Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less the Expense Fee Rate.

“Net Mortgage Interest Rate”: With respect to any Mortgage Loan, the Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.

“Net Swap Payment”: In the case of payments made by the Trust, the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of payments made by the Swap Provider, the excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less than zero.

“New Lease”: Any lease of REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.

“NIMS Insurer”: Any insurer that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class CE, Class P and Class R Certificates.

“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan that, in the good faith business judgment of the Servicer, will not or, in the case of a proposed Advance or Servicing Advance, would not be ultimately recoverable from Late Collections on such Mortgage Loan as provided herein.

“Notional Amount”: With respect to the Class CE Interest, an amount equal to the aggregate Uncertificated Balance of the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest LTIO).

“Offered Certificates”: The Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class A-2MZ, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates.

“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a vice president (however denominated) or a principal, and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Servicer, the Seller or the Depositor, as applicable.

“One-Month LIBOR”: With respect to each Interest Accrual Period, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month United States dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date. If no such quotations are available on an LIBOR Determination Date, One-Month LIBOR for the related Interest Accrual Period will be established by the Trustee as follows:

 



EX-455th “Page” of 221TOC1stPreviousNextBottomJust 55th

 

(i)         If on such LIBOR Determination Date two or more Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 0.001%);

(ii)         If on such LIBOR Determination Date fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Depositor and the NIMS Insurer, as of 11:00 A.M., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the Floating Rate Certificates; and

(iii)        If no such quotations can be obtained, One-Month LIBOR for the related Interest Accrual Period shall be One-Month LIBOR for the prior Distribution Date.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or the Servicer except that any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.

“Optional Termination Date”: The first Distribution Date on which the Majority Class CE Certificateholders or, if such holder is the Seller or is an affiliate of the Seller, the Servicer, may opt to terminate the Mortgage Pool pursuant to Section 10.01.

“Original Class Certificate Principal Balance”: With respect to each Class of Certificates, the Certificate Principal Balance thereof on the Closing Date, as set forth opposite such Class in the Preliminary Statement, except with respect to the Residual Certificates, which have an Original Class Certificate Principal Balance of zero.

Original Group 1 Pre-Funded Amount”: The amount deposited by the Depositor in the Group 1 Pre-Funding Account on the Closing Date, which amount is $2,114,696.99.

“Original Group 2 Pre-Funded Amount”: The amount deposited by the Depositor in the Group 2 Pre-Funding Account on the Closing Date, which amount is $11,623,798.71.

“Original Pre-Funded Amounts”: The Original Group 1 Pre-Funded Amount and the Original Group 2 Pre-Funded Amount.

“Originator”: WMC Mortgage Corp., or its successors in interest.

“Originator Prepayment Charge Payment Amount”: The amount payable by the Originator pursuant to Section 4.21(b) of the WMC Sale Agreement in respect of certain Prepayment Charges that are not collected from the Mortgagor.

“Overcollateralization Amount”: As of any Distribution Date, the excess, if any, of (x) the sum of (i) the Pool Balance as of the last day of the related Collection Period after

 



EX-456th “Page” of 221TOC1stPreviousNextBottomJust 56th

giving effect to principal prepayments in the related Prepayment Period and (ii) any funds on deposit in the Pre-Funding Accounts on the related Determination Date over (y) the aggregate Certificate Principal Balance of all Classes of Floating Rate Certificates and the Class P Certificates (after taking into account all distributions of principal on such Distribution Date and the increase of any Certificate Principal Balance as a result of Subsequent Recoveries).

“Overcollateralization Deficiency”: As of any Distribution Date, the excess, if any, of (x) the Targeted Overcollateralization Amount for such Distribution Date over (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after taking into account the reduction on such Distribution Date of the Certificate Principal Balances of all Classes of Floating Rate Certificates resulting from the distribution of the Principal Distribution Amount (but not the Extra Principal Distribution Amount) on such Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on such Distribution Date.

“Overcollateralization Release Amount”: With respect to any Distribution Date after the Stepdown Date on which a Trigger Event is not in effect, the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal distribution on the Floating Rate Certificates on such Distribution Date, over (ii) the Targeted Overcollateralization Amount for such Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero.

“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“Pass-Through Rate”: For any Distribution Date and any Class of Floating Rate Certificates, the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the applicable Maximum Rate Cap.

“Paying Agent”: Any paying agent appointed pursuant to Section 5.05.

“Percentage Interest”: With respect to any Certificate (other than a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance, as the case may be, represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to each Residual Certificate, 100%.

“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Interest Rate or the Minimum Mortgage Interest Rate) on such Adjustment Date from the Mortgage Interest Rate in effect immediately prior to such Adjustment Date.

“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization, a non-U.S. Person or a U.S. Person with respect to whom income on

 



EX-457th “Page” of 221TOC1stPreviousNextBottomJust 57th

the Residual Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person.

“Person”: Any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof.

“Pool Balance”: As of any date of determination, the aggregate Principal Balance of the Mortgage Loans.

“Pool Cap”: As of any Distribution Date, a per annum rate, adjusted by multiplying such rate by a fraction equal to 30 over the actual number of days in the related Interest Accrual Period, equal to the weighted average of the Group 1 Cap and the Group 2 Cap, weighted on the basis of the related Group Subordinate Amount. For federal income tax purposes and the REMIC 4 Regular Interests the ownership of which is represented by the Class M Certificates and the Class B Certificates, a per annum rate equal to the weighted average (adjusted by multiplying such rate by a fraction equal to 30 over the actual number of days in the related Interest Accrual Period) of the Uncertificated REMIC 3 Pass-Through Rates on (a) REMIC 3 Regular Interest LT1SUB, subject to a cap and a floor equal to the Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest LT1GRP and (b) REMIC 3 Regular Interest LT2SUB, subject to a cap and a floor equal to the Uncertificated REMIC 3 Pass-Through Rate on REMIC 3 Regular Interest LT2GRP, in each case as determined for such Distribution Date, weighted on the basis of the Uncertificated Balance of each such REMIC 3 Regular Interest immediately prior to such Distribution Date.

“Pool Maximum Rate Cap”: As of any Distribution Date and the Class M and Class B Certificates, a per annum rate equal to the weighted average of (i) the Group 1 Maximum Rate Cap and (ii) the Group 2 Maximum Rate Cap, weighted on the basis of the related Group Subordinate Amount.

“Pre-Funding Accounts”: The Group 1 Pre-Funding Account and the Group 2 Pre-Funding Account.

“Prepayment Charge”: With respect to any Prepayment Period, any prepayment premium, penalty or charge collected by the Servicer from a Mortgagor in connection with any voluntary Principal Prepayment pursuant to the terms of the related Mortgage Note as from time to time held as a part of the Trust Fund, the Prepayment Charges so held being identified in the Mortgage Loan Schedules (other than any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount).

“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period beginning on the first day of the calendar month in which such Distribution Date occurs through the Determination Date of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Mortgage Interest Rate (net of the Servicing Fee Rate) on the amount of such Principal

 



EX-458th “Page” of 221TOC1stPreviousNextBottomJust 58th

Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such prepayment is so applied.

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring in the prior calendar month that was applied by the Servicer to reduce the outstanding Principal Balance of such Mortgage Loan on a date preceding the related Due Date, an amount equal to interest at the applicable Mortgage Interest Rate (net of the Servicing Fee Rate) on the amount of such Principal Prepayment for the number of days commencing on the date on which the Principal Prepayment is applied and ending on the last day of the calendar month in which applied.

“Prepayment Period”: With respect to any Distribution Date and other than with respect to voluntary Principal Prepayments in part, the period commencing on the day after the Determination Date in the calendar month preceding the calendar month in which such Distribution Date occurs (or, in the case of the first Distribution Date, on September 1, 2005) and ending on the Determination Date in the calendar month in which such Distribution Date occurs and with respect to voluntary Principal Prepayments in part, the calendar month preceding such Distribution Date.

“Principal Balance”: As to any Mortgage Loan and any day, other than a Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus the sum of (i) all collections and other amounts credited against the principal balance of any such Mortgage Loan, (ii) the principal portion of Advances, (iii) any Deficient Valuation and (iv) any principal reduction resulting from a Servicer Modification. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with respect thereto on or prior to such day.

“Principal Distribution Amount”: As to any Distribution Date, the sum of (i) the Principal Remittance Amount minus the Overcollateralization Release Amount, if any, and (ii) the Extra Principal Distribution Amount, if any.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

“Principal Remittance Amount”: With respect to any Distribution Date, to the extent of funds available therefor, the sum (less amounts available for reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section 6.03 and Section 8.05) of: (i) each payment of principal on a Mortgage Loan due during the related Collection Period and received by the Servicer on or prior to the related Determination Date, and any Advances with respect thereto, (ii) all full and partial Principal

 



EX-459th “Page” of 221TOC1stPreviousNextBottomJust 59th

Prepayments received by the Servicer during the related Prepayment Period, (iii) Insurance Proceeds, Net Liquidation Proceeds and Subsequent Recoveries allocable to principal actually collected by the Servicer during the related Prepayment Period, (iv) with respect to Defective Mortgage Loans repurchased with respect to such Prepayment Period, the portion of the Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts received during the related Prepayment Period, (vi) on the Distribution Date on which the Trust is to be terminated in accordance with Section 10.01 hereof, that portion of the Termination Price in respect of principal and (vii) on the Distribution Date immediately following the end of the Funding Period, any remaining amounts in the Pre-Funding Account (exclusive of investment income therein) after giving effect to any purchase of Subsequent Mortgage Loans.

“Private Certificates”: Any of the Class B-1, Class B-2, Class CE, Class P and Residual Certificates.

“Prospectus Supplement”: That certain Prospectus Supplement dated September 28, 2005 relating to the public offering of the Offered Certificates.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, an amount equal to the sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), (ii) in the case of a Mortgage Loan, accrued interest on such Principal Balance at the applicable Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.13 and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Servicer or the Trustee in respect of the breach or defect giving rise to the purchase obligation.

“Rating Agency or Rating Agencies”: Moody’s, Fitch and S&P, or their respective successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating organizations as set forth on the most current list of such organizations released by the Commission and designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer.

“Realized Loss”: With respect to a Liquidated Mortgage Loan, the amount by which the remaining unpaid principal balance of the Mortgage Loan exceeds the amount of Net Liquidation Proceeds applied to the principal balance of the related Mortgage Loan. With respect to any Mortgage Loan, a Deficient Valuation or a reduction in the Principal Balance thereof resulting from a Servicer Modification.

“Realized Loss Amortization Amount”: As to the Class A-2MZ Certificates or any Class of Class M or Class B Certificates and as of any Distribution Date, the lesser of (x) the

 



EX-460th “Page” of 221TOC1stPreviousNextBottomJust 60th

Unpaid Realized Loss Amount for such Class of Certificates as of such Distribution Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum of (a) any remaining Accrued Certificate Interest, Interest Carry Forward Amount and remaining Realized Loss Amortization Amounts distributed to a Class of Certificates with a higher distribution priority as described in Section 4.02(b) hereof and (b) any remaining Accrued Certificate Interest and Interest Carry Forward Amounts for such Class of Certificates as described in Section 4.02(b) hereof, in each case for such Distribution Date.

“Record Date”: With respect to all of the Certificates (other than the Class CE, Class P or Residual Certificates), the Business Day immediately preceding such Distribution Date; provided, however, that if any such Certificate becomes a Definitive Certificate, the Record Date for such Certificate shall be the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs. With respect to the the Class CE, Class P or Residual Certificates, the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs.

“Reference Banks”: Those banks (i) with an established place of business in London, England, (ii) not controlling, under the control of or under common control with the Depositor or the Trustee, (iii) whose quotations appear on the Telerate Page 3750 on the relevant LIBOR Determination Date and (iv) which have been designated as such by the Trustee; provided, however, that if fewer than two of such banks provide a One-Month LIBOR rate, then any leading banks selected by the Trustee which are engaged in transactions in United States dollar deposits in the international Eurocurrency market.

“Regular Certificate”: Any of the Offered Certificates, the Class B Certificates, the Class CE Certificates and the Class P Certificates.

“Reimbursement Amount”: With respect to any Mortgage Loan, any costs or damages incurred by the Trust in connection with a breach of the Originator’s representation and warranties regarding predatory and abusive lending laws set forth in clauses (i), (ddd) or (ooo) of Section 3.02 of the WMC Sale Agreement.

“Related Documents”: With respect to any Mortgage Loan, the related Mortgage Notes, Mortgages and other related documents.

“Relief Act”: The Servicemembers Civil Relief Act, as it may be amended from time to time.

“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Collection Period as a result of the application of the Relief Act or similar state laws, the amount by which (i) interest collectible on such Mortgage Loan during such Collection Period is less than (ii) one month’s interest on the Principal Balance of such Mortgage Loan at the Mortgage Interest Rate for such Mortgage Loan before giving effect to the application of the Relief Act or similar state laws.

 



EX-461st “Page” of 221TOC1stPreviousNextBottomJust 61st

 

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC 1 Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a “regular interest” in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC 1 Regular Interests are set forth in the Preliminary Statement hereto. The REMIC 1 Regular Interests consist of REMIC 1 Regular Interest I, REMIC 1 Regular Interest I-PF, REMIC 1 Regular Interest II, REMIC 1 Regular Interest II-PF and REMIC 1 Regular Interest P.

“REMIC 2 Group 1 Regular Interests”: REMIC 2 Regular Interest I and REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest I-50-B as designated in the Preliminary Statement hereto.

“REMIC 2 Group 2 Regular Interests”: REMIC 2 Regular Interest II and REMIC 2 Regular Interest II-1-A through REMIC 2 Regular Interest II-50-B as designated in the Preliminary Statement hereto.

“REMIC 2 Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC 2 Regular Interests are set forth in the Preliminary Statement hereto. The REMIC 2 Regular Interests consist of the REMIC 2 Group 1 Regular Interests, REMIC 2 Group 2 Regular Interests and REMIC 2 Regular Interest P.

“REMIC 3 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Principal Balance of the mortgage loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

“REMIC 3 Marker Allocation Percentage”: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10,

 



EX-462nd “Page” of 221TOC1stPreviousNextBottomJust 62nd

REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP.

“REMIC 3 Overcollateralized Amount”: With respect to any date of determination, (i) 1% of the aggregate Uncertificated Balances REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP, minus (ii) the aggregate of the Uncertificated Balances of REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2 and REMIC 3 Regular Interest LTP, in each case as of such date of determination.

“REMIC 3 Principal Loss Allocation Amount”: With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) 50% of the aggregate Principal Balance of the mortgage loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Balances of REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTB2 and the denominator of which is the aggregate of the Uncertificated Balances of REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2 and REMIC 3 Regular Interest LTZZ.

 



EX-463rd “Page” of 221TOC1stPreviousNextBottomJust 63rd

 

“REMIC 3 Overcollateralization Target Amount”: 0.50% of the Targeted Overcollateralization Amount.

“REMIC 3 Regular Interests”: Any one of the separate non-certificated beneficial ownership interests in REMIC 3 issued hereunder and designated as a “regular interest” in REMIC 3 and identified in the Preliminary Statement. Each REMIC 3 Regular Interest shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC 3 Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. REMIC 3 Regular Interest LTP shall also be entitled to any Prepayment Charges received by the Trust Fund.

“REMIC 3 Sub WAC Allocation Percentage”: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 3 Regular Interest LT1SUB, REMIC 3 Regular Interest LT1GRP, REMIC 3 Regular Interest LT2SUB, REMIC 3 Regular Interest LT2GRP and REMIC 3 Regular Interest LTXX.

“REMIC 3 Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC 3 Regular Interest ending with the designation “SUB,” equal to the ratio among, with respect to each such REMIC 3 Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group 1 or the Mortgage Loans in Loan Group 2, as applicable over (y) the current Certificate Principal Balance of the related Class A Certificates.

“REMIC 4”: The segregated pool of assets consisting of all of the REMIC 3 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates (other than the Class CE and Class P Certificates), the Class CE Interest, the Class P Interest and Class IO Interest and the Holders of the Class R Certificates (as holders of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC 4 Regular Interest”: Any of the Class CE Interest, Class P Interest, Class IO Interest, and any “regular interest” in REMIC 4 the ownership of which is represented by a Class A Certificate, Class M Certificate or Class B Certificate.

“REMIC 5”: The segregated pool of assets consisting of the Class CE Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class CE Certificates and the Holders of the Class R-X Certificates (as holders of the Class R-5 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC 5 Regular Interest”: The Class CE Certificates.

“REMIC 6”: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Holders of the Class R-X Certificates (as holders of the Class R-6 Interest), pursuant to Article II

 



EX-464th “Page” of 221TOC1stPreviousNextBottomJust 64th

hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC 6 Regular Interest”: The Class P Certificates.

“REMIC 7”: The segregated pool of assets consisting of the Class IO Interest conveyed in trust to the Trustee, for the benefit of the Holders of REMIC VII Regular Interest SWAP-IO and the Holders of the Class R-X Certificates (as holders of the Class R-7 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC 7 Regular Interest”: REMIC VII Regular Interest SWAP-IO.

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

“REMIC Regular Interest”: Any REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3 Regular Interest or any of the Certificates (other than the Residual Certificates).

“Remittance Report”: A report prepared by the Servicer and delivered to the Trustee and the NIMS Insurer pursuant to Section 4.07, containing the information attached hereto as Exhibit M.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of the Trust.

“REO Imputed Interest”: As to any REO Property, for any Collection Period, an amount equivalent to interest (at the Net Mortgage Interest Rate that would have been applicable to the related Mortgage Loan had it been outstanding) for such Collection Period on the unpaid Principal Balance of the Mortgage Loan as of the date of acquisition.

“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.13 in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to Section 3.13 for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan.

 



EX-465th “Page” of 221TOC1stPreviousNextBottomJust 65th

 

“REO Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.13.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.

“Residential Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium project, (iv) a manufactured home, or (v) a detached one-family dwelling in a planned unit development, none of which is a co-operative or mobile home.

“Residual Certificate”: Any Class R Certificates or Class R-X Certificates.

“Residual Interest”: The sole Class of “residual interests” in each REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trustee, any officer assigned to the Corporate Trust Division (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and in each case having direct responsibility for the administration of this Agreement.

“S&P”: Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its successors, and if such company shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other “nationally recognized statistical rating organization” as set forth on the most current list of such organizations released by the Commission.

“Seller”: Bank of America, N.A., or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

“Senior Certificates”: The Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D and Class A-2 MZ Certificates.

“Senior 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 and Class B Certificates before taking into account the distribution of the Principal Distribution Amount on such Distribution Date and (ii) the Overcollateralization Amount as of the prior Distribution Date by (y) the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and any amounts remaining in the Pre-Funding Accounts.

“Senior Principal Distribution Amount”: For any Distribution Date, the sum of the Group 1 Senior Principal Distribution Amount and the Group 2 Senior Principal Distribution Amount.

 



EX-466th “Page” of 221TOC1stPreviousNextBottomJust 66th

 

“Senior Specified Enhancement Percentage”: On any date of determination thereof, 45.00%.

“Servicer”: HomEq Servicing Corporation, or any successor servicer appointed as herein provided, in its capacity as Servicer hereunder.

“Servicer Event of Termination”: One or more of the events described in Section 7.01.

“Servicer Modification”: A modification to the terms of a Mortgage Loan, in accordance with the terms of Section 3.01, as to which the Mortgagor is in default or as to which, in the judgment of the Servicer, default is reasonably foreseeable.

“Servicer Prepayment Charge Payment Amount”: The amount payable by the Servicer in respect of any waived Prepayment Charges pursuant to Section 3.01, which amount shall be equal to the difference between the amount of Prepayment Charge due by a Mortgagor before any waiver and the actual amount of the Prepayment Charge that was paid by the Mortgagor.

“Servicer Remittance Date”: With respect to any Distribution Date, the 21st day of the calendar month in which such Distribution Date occurs or if such day is a Saturday, the immediately preceding Business Day, or if such day is a Sunday or otherwise not a Business Day, the immediately following Business Day.

“Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Servicer (including reasonable attorneys’ fees and disbursements) in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Section 3.08.

“Servicing Fee”: With respect to each Mortgage Loan (including each REO Property) and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment in full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month.

“Servicing Fee Rate”: With respect to each Mortgage Loan, 0.50% per annum.

“Servicing Officer”: Any representative or officer of the Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by the Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.

“Servicing Standard”: The standards set forth in Section 3.01.

 



EX-467th “Page” of 221TOC1stPreviousNextBottomJust 67th

 

“Similar Law”: As defined in Section 5.02(d) hereof.

“Startup Day”: As defined in Section 9.01(b) hereof.

“Stayed Funds”: Any payment required to be made under the terms of the Certificates and this Agreement but which is not remitted by the Servicer because the Servicer is the subject of a proceeding under the Bankruptcy Code and the making of such remittance is prohibited by Section 362 of the Bankruptcy Code.

“Stepdown Date”: The earlier to occur of (i) the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates is reduced to zero and (ii) the later to occur of (x) the Distribution Date in October 2008 and (y) the Distribution Date on which the Senior Enhancement Percentage is greater than or equal to the Senior Specified Enhancement Percentage.

“Subordinate Certificates”: The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1, Class B-2, Class CE and Residual Certificates.

“Subordination Depletion Date”: The Distribution Date on which the aggregate Certificate Principal Balance of the Class M and Class B Certificates has been reduced to zero.

“Subsequent Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the later of (i) first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Mortgage Loan.

“Subsequent Group 1 Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group 1.

“Subsequent Group 2 Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group 2.

“Subsequent Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant to Section 2.08, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

“Subsequent Mortgage Loan Purchase Agreements”: The agreements among the Depositor, the Originator and the Seller, regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.

“Subsequent Recovery”: Any amount (net of reimbursable expenses) received on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior month.

“Subsequent Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.

 



EX-468th “Page” of 221TOC1stPreviousNextBottomJust 68th

 

“Subsequent Transfer Instrument”: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit R by which Subsequent Mortgage Loans are transferred to the Trust Fund.

“Substitution Adjustment Amount”: As defined in Section 2.03(d) hereof.

“Swap Account”: The account or accounts created and maintained pursuant to Section 4.09. The Swap Account must be an Eligible Account.

“Swap Interest Shortfall Amount”: Any shortfall of interest with respect to any Class of Certificates resulting from the application of the related Cap Rate due to a discrepancy between the Uncertificated Notional Amount of the Class SWAP-IO Interest and the scheduled notional amount pursuant to the Interest Rate Swap Agreement.

“Swap LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider under the Interest Rate Swap Agreement.

“Swap Provider”:

Barclays Bank PLC.

“Swap Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

“Swap Termination Payment”: The payment due under the Interest Rate Swap Agreement upon the early termination of the Interest Rate Swap Agreement.

“Targeted Overcollateralization Amount”: As of any Distribution Date, (x) prior to the Stepdown Date, 0.50% of the Cut-off Date Aggregate Principal Balance and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred, the greater of (A) 1.00% of the Pool Balance as of the last day of the related Collection Period after giving effect to Principal Prepayments in the related Prepayment Period and (B) 0.50% of the Cut-off Date Aggregate Principal Balance and (ii) if a Trigger Event has occurred, the Targeted Overcollateralization Amount for the immediately preceding Distribution Date.

“Tax Matters Person”: The tax matters person appointed pursuant to Section 9.01(e) hereof.

“Tax Returns”: The federal income tax returns on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of the Trust for each of the two REMICs created pursuant to this Agreement under the REMIC Provisions,

 



EX-469th “Page” of 221TOC1stPreviousNextBottomJust 69th

together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Telerate Page 3750”: The display page currently so designated on the Reuters Telerate Service (or such other page as may replace the Telerate Page 3750 page on that service for the purpose of displaying London interbank offered rates of major banks).

“Termination Price”: As defined in Section 10.01(a) hereof.

“Trigger Event”: With respect to any Distribution Date on or after the Stepdown Date, if (i) the three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 35.00% of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Collection Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Collection Period) divided by the Cut-off Date Aggregate Principal Balance plus the Original Pre-Funded Amounts exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In

Percentage

October 2007 through September 2008

1.55% for the first month, plus an additional 1/12th of 1.90% for each month thereafter

October 2008 through September 2009

3.45% for the first month, plus an additional 1/12th of 1.55% for each month thereafter

October 2009 through September 2010

5.00% for the first month, plus an additional 1/12th of 1.25% for each month thereafter

October 2010 through September 2011

6.25% for the first month, plus an additional 1/12th of 0.75% for each month thereafter

October 2011 and thereafter

7.00%

 

“Trust”: ABFC 2005-WMC1 Trust, the trust created hereunder.

“Trust Fund”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to a portion of which four REMIC elections are to be made, such entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the WMC Sale

 



EX-470th “Page” of 221TOC1stPreviousNextBottomJust 70th

Agreement and the Mortgage Loan Purchase Agreement (including any security interest created thereby), (v) the Trustee’s rights under the Interest Swap Agreement and (vi) the Collection Account, the Distribution Account, Swap Account and the Cap Carryover Reserve Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto.

“Trustee”: Wells Fargo Bank, N.A., a national banking association, or any successor Trustee appointed as herein provided.

“Uncertificated Accrued Interest”: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC 1 Pass-Through Rate on the Uncertificated Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based on their respective entitlements to interest irrespective of any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).

“Uncertificated Balance”: The amount of any REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08(b). The Uncertificated Balance of REMIC Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08(a)(i). The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero.

“Uncertificated Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated Balance of the REMIC 2 Regular Interests ending with the designation “A” listed below:

Distribution Date

REMIC 1 Regular Interests

1

I-1-A through I-50-A and II-1-A through II-50-A

2

I-2-A through I-50-A and II-2-A through II-50-A

3

I-3-A through I-50-A and II-3-A through II-50-A

4

I-4-A through I-50-A and II-4-A through II-50-A

5

I-5-A through I-50-A and II-5-A through II-50-A

6

I-6-A through I-50-A and II-6-A through II-50-A

7

I-7-A through I-50-A and II-7-A through II-50-A

 

 



EX-471st “Page” of 221TOC1stPreviousNextBottomJust 71st

 

 

8

I-8-A through I-50-A and II-8-A through II-50-A

9

I-9-A through I-50-A and II-9-A through II-50-A

10

I-10-A through I-50-A and II-10-A through II-50-A

11

I-11-A through I-50-A and II-11-A through II-50-A

12

I-12-A through I-50-A and II-12-A through II-50-A

13

I-13-A through I-50-A and II-13-A through II-50-A

14

I-14-A through I-50-A and II-14-A through II-50-A

15

I-15-A through I-50-A and II-15-A through II-50-A

16

I-16-A through I-50-A and II-16-A through II-50-A

17

I-17-A through I-50-A and II-17-A through II-50-A

18

I-18-A through I-50-A and II-18-A through II-50-A

19

I-19-A through I-50-A and II-19-A through II-50-A

20

I-20-A through I-50-A and II-20-A through II-50-A

21

I-21-A through I-50-A and II-21-A through II-50-A

22

I-22-A through I-50-A and II-22-A through II-50-A

23

I-23-A through I-50-A and II-23-A through II-50-A

24

I-24-A through I-50-A and II-24-A through II-50-A

25

I-25-A through I-50-A and II-25-A through II-50-A

26

I-26-A through I-50-A and II-26-A through II-50-A

27

I-27-A through I-50-A and II-27-A through II-50-A

28

I-28-A through I-50-A and II-28-A through II-50-A

29

I-29-A through I-50-A and II-29-A through II-50-A

30

I-30-A through I-50-A and II-30-A through II-50-A

31

I-31-A through I-50-A and II-31-A through II-50-A

32

I-32-A through I-50-A and II-32-A through II-50-A

33

I-33-A through I-50-A and II-33-A through II-50-A

 

 



EX-472nd “Page” of 221TOC1stPreviousNextBottomJust 72nd

 

 

34

I-34-A through I-50-A and II-34-A through II-50-A

35

I-35-A through I-50-A and II-35-A through II-50-A

36

I-36-A through I-50-A and II-36-A through II-50-A

37

I-37-A through I-50-A and II-37-A through II-50-A

38

I-38-A through I-50-A and II-38-A through II-50-A

39

I-39-A through I-50-A and II-39-A through II-50-A

40

I-40-A through I-50-A and II-40-A through II-50-A

41

I-41-A through I-50-A and II-41-A through II-50-A

42

I-42-A through I-50-A and II-42-A through II-50-A

43

I-43-A through I-50-A and II-43-A through II-50-A

44

I-44-A through I-50-A and II-44-A through II-50-A

45

I-45-A through I-50-A and II-45-A through II-50-A

46

I-46-A through I-50-A and II-46-A through II-50-A

47

I-47-A through I-50-A and II-47-A through II-50-A

48

I-48-A through I-50-A and II-48-A through II-50-A

49

I-49-A and I-50-A and II-49-A and II-50-A

50

I-50-A and II-50-A

thereafter

$0.00

 

With respect to the Class IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC 3 Regular Interest LTIO.

“Uncertificated REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, and (i) the first three Distribution Dates, the weighted average Net Mortgage Rates on the Group 1 Initial Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date and (ii) thereafter, the weighted average Net Mortgage Rates on the Group 1 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date. With respect to REMIC 1 Regular Interest I-PF and (i) the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average Net Mortgage Rates on the Group 1 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date. With respect to REMIC 1 Regular Interest II and (i) the

 



EX-473rd “Page” of 221TOC1stPreviousNextBottomJust 73rd

first three Distribution Dates, the weighted average Net Mortgage Rates on the Group 2 Initial Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date and (ii) thereafter, the weighted average Net Mortgage Rates on the Group 2 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date. With respect to REMIC 1 Regular Interest II-PF and (i) the first three Distribution Dates, 0.00% and (ii) thereafter, the weighted average Net Mortgage Rates on the Group 2 Mortgage Loans as of the first day of the month preceding the month in which the Distribution Date.

“Uncertificated REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest I and REMIC 2 Regular Interest P, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group 1. With respect to each REMIC 2 Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group 1 multiplied by 2, subject to a maximum rate of 8.5%. With respect to each REMIC 2 Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group 1 over (ii) 8.5% and (y) 0.00%. With respect to REMIC 2 Regular Interest II, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group 2. With respect to each REMIC 2 Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Net Mortgage Rate of Loan Group 2 multiplied by 2, subject to a maximum rate of 8.500%. With respect to each REMIC 2 Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Net Mortgage Rate of Loan Group 2 over (ii) 8.500% and (y) 0.00%.

“Uncertificated REMIC 3 Pass-Through Rate”: With respect to REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2, REMIC 3 Regular Interest LTZZ, REMIC 3 Regular Interest LTP, REMIC 3 Regular Interest LT1SUB, REMIC 3 Regular Interest LT2SUB, and REMIC 3 Regular Interest LTXX, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC 2 Regular Interest I, REMIC 2 Regular Interest II and REMIC 2 Regular Interest P, the Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution Date, (x) with respect to REMIC 2 Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC 2 Regular Interests for each such Distribution Date and (y) with respect to REMIC 2 Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC 2 Regular Interest listed below, weighted on the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for each such Distribution Date:

 



EX-474th “Page” of 221TOC1stPreviousNextBottomJust 74th

 


Distribution Date

REMIC 2 Regular Interest

Rate

1

I-1-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

2

I-2-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-2-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A

Uncertificated REMIC 2 Pass-Through Rate

3

I-3-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-3-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A and I-2-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A and II-2-A

Uncertificated REMIC 2 Pass-Through Rate

4

I-4-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-4-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-3-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-3-A

Uncertificated REMIC 2 Pass-Through Rate

5

I-5-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-5-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-4-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-4-A

Uncertificated REMIC 2 Pass-Through Rate

6

I-6-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-6-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-5-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-5-A

Uncertificated REMIC 2 Pass-Through Rate

7

I-7-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-7-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-6-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-6-A

Uncertificated REMIC 2 Pass-Through Rate

8

I-8-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-8-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-7-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-7-A

Uncertificated REMIC 2 Pass-Through Rate

9

I-9-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-9-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-8-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-8-A

Uncertificated REMIC 2 Pass-Through Rate

10

I-10-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-10-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-9-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-9-A

Uncertificated REMIC 2 Pass-Through Rate

11

I-11-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-475th “Page” of 221TOC1stPreviousNextBottomJust 75th

 

 

 

II-11-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-10-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-10-A

Uncertificated REMIC 2 Pass-Through Rate

12

I-12-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-12-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-11-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-11-A

Uncertificated REMIC 2 Pass-Through Rate

13

I-13-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-13-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-12-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-12-A

Uncertificated REMIC 2 Pass-Through Rate

14

I-14-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-14-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-13-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-13-A

Uncertificated REMIC 2 Pass-Through Rate

15

I-15-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-15-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-14-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-14-A

Uncertificated REMIC 2 Pass-Through Rate

16

I-16-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-16-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-15-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-15-A

Uncertificated REMIC 2 Pass-Through Rate

17

I-17-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-17-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-16-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-16-A

Uncertificated REMIC 2 Pass-Through Rate

18

I-18-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-18-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-17-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-17-A

Uncertificated REMIC 2 Pass-Through Rate

19

I-19-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-19-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-18-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-18-A

Uncertificated REMIC 2 Pass-Through Rate

20

I-20-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-20-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-19-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-19-A

Uncertificated REMIC 2 Pass-Through Rate

21

I-21-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-21-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-476th “Page” of 221TOC1stPreviousNextBottomJust 76th

 

 

 

I-1-A through I-20-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-20-A

Uncertificated REMIC 2 Pass-Through Rate

22

I-22-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-22-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-21-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-21-A

Uncertificated REMIC 2 Pass-Through Rate

23

I-23-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-23-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-22-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-22-A

Uncertificated REMIC 2 Pass-Through Rate

24

I-24-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-24-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-23-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-23-A

Uncertificated REMIC 2 Pass-Through Rate

25

I-25-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-25-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-24-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-24-A

Uncertificated REMIC 2 Pass-Through Rate

26

I-26-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-26-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-25-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-25-A

Uncertificated REMIC 2 Pass-Through Rate

27

I-27-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-27-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-26-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-26-A

Uncertificated REMIC 2 Pass-Through Rate

28

I-28-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-28-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-27-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-27-A

Uncertificated REMIC 2 Pass-Through Rate

29

I-29-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-29-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-28-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-28-A

Uncertificated REMIC 2 Pass-Through Rate

30

I-30-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-30-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-29-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-29-A

Uncertificated REMIC 2 Pass-Through Rate

31

I-31-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-31-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-30-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-30-A

Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-477th “Page” of 221TOC1stPreviousNextBottomJust 77th

 

 

32

I-32-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-32-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-31-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-31-A

Uncertificated REMIC 2 Pass-Through Rate

33

I-33-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-33-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-32-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-32-A

Uncertificated REMIC 2 Pass-Through Rate

34

I-34-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-34-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-33-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-33-A

Uncertificated REMIC 2 Pass-Through Rate

35

I-35-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-35-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-34-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-34-A

Uncertificated REMIC 2 Pass-Through Rate

36

I-36-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-36-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-35-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-35-A

Uncertificated REMIC 2 Pass-Through Rate

37

I-37-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-37-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-36-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-36-A

Uncertificated REMIC 2 Pass-Through Rate

38

I-38-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-38-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-37-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-37-A

Uncertificated REMIC 2 Pass-Through Rate

39

I-39-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-39-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-38-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-38-A

Uncertificated REMIC 2 Pass-Through Rate

40

I-40-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-40-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

III-40-A through III-60-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-39-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-39-A

Uncertificated REMIC 2 Pass-Through Rate

 

III-1-A through III-39-A

Uncertificated REMIC 2 Pass-Through Rate

41

I-41-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-41-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-40-A

Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-478th “Page” of 221TOC1stPreviousNextBottomJust 78th

 

 

 

II-1-A through II-40-A

Uncertificated REMIC 2 Pass-Through Rate

42

I-42-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-42-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-41-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-41-A

Uncertificated REMIC 2 Pass-Through Rate

43

I-43-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-43-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-42-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-42-A

Uncertificated REMIC 2 Pass-Through Rate

44

I-44-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-44-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-43-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-43-A

Uncertificated REMIC 2 Pass-Through Rate

45

I-45-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-45-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-44-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-44-A

Uncertificated REMIC 2 Pass-Through Rate

46

I-46-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-46-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-45-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-45-A

Uncertificated REMIC 2 Pass-Through Rate

47

I-47-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-47-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-46-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-46-A

Uncertificated REMIC 2 Pass-Through Rate

48

I-48-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-48-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-47-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-47-A

Uncertificated REMIC 2 Pass-Through Rate

49

I-49-A and I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-49-A and II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-48-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-48-A

Uncertificated REMIC 2 Pass-Through Rate

50

I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-49-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-49-A

Uncertificated REMIC 2 Pass-Through Rate

thereafter

I-1-A through I-50-A

Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-50-A

Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-479th “Page” of 221TOC1stPreviousNextBottomJust 79th

 

With respect to REMIC 3 Regular Interest LT1GRP, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC 2 Regular Interest I and REMIC 2 Regular Interest P, the Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution Date, (x) with respect to REMIC 2 Group I Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for each such Distribution Date and (y) with respect to REMIC 2 Group I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC 2 Regular Interests listed below, weighted on the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for each such Distribution Date:


Distribution Date

REMIC 2 Regular Interest

Rate

1

I-1-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 

 

2

I-2-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

3

I-3-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A and I-2-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

4

I-4-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-3-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

5

I-5-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-4-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

6

I-6-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-5-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

7

I-7-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-6-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

8

I-8-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-7-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

9

I-9-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-8-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

10

I-10-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-9-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

 

 



EX-480th “Page” of 221TOC1stPreviousNextBottomJust 80th

 

 

11

I-11-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-10-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

12

I-12-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-11-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

13

I-13-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-12-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

14

I-14-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-13-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

15

I-15-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-14-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

16

I-16-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-15-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

17

I-17-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-16-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

18

I-18-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-17-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

19

I-19-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-18-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

20

I-20-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-19-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

21

I-21-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-20-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

22

I-22-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-21-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

23

I-23-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-22-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

24

I-24-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-23-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

25

I-25-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-24-A

Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-481st “Page” of 221TOC1stPreviousNextBottomJust 81st

 

 

 

 

 

26

I-26-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-25-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

27

I-27-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-26-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

28

I-28-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-27-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

29

I-29-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-28-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

30

I-30-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-29-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

31

I-31-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-30-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

32

I-32-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-31-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

33

I-33-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-32-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

34

I-34-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-33-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

35

I-35-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-34-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

36

I-36-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-35-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

37

I-37-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-36-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

38

I-38-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-37-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

39

I-39-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-38-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

40

I-40-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-482nd “Page” of 221TOC1stPreviousNextBottomJust 82nd

 

 

 

I-1-A through I-39-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

41

I-41-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-40-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

42

I-42-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-41-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

43

I-43-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-42-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

44

I-44-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-43-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

45

I-45-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-44-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

46

I-46-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-45-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

47

I-47-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-46-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

48

I-48-A through I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-47-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

49

I-49-A and I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-48-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

50

I-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

I-1-A through I-49-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

thereafter

I-1-A through I-50-A

Uncertificated REMIC 2 Pass-Through Rate

 

With respect to REMIC 3 Regular Interest LT2GRP, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC 2 Regular Interest II, the Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution Date, (x) with respect to REMIC 2 Group II Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for each such Distribution Date and (y) with respect to REMIC 2 Group II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC 2 Regular Interests listed

 



EX-483rd “Page” of 221TOC1stPreviousNextBottomJust 83rd

below, weighted on the basis of the Uncertificated Balance of each such REMIC 2 Regular Interest for each such Distribution Date:

 


Distribution Date

REMIC 2 Regular Interest

Rate

1

II-1-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 

 

2

II-2-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

3

II-3-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A and II-2-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

4

II-4-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-3-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

5

II-5-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-4-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

6

II-6-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-5-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

7

II-7-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-6-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

8

II-8-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-7-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

9

II-9-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-8-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

10

II-10-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-9-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

11

II-11-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-10-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

12

II-12-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-11-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

13

II-13-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-12-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

 

 



EX-484th “Page” of 221TOC1stPreviousNextBottomJust 84th

 

 

14

II-14-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-13-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

15

II-15-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-14-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

16

II-16-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-15-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

17

II-17-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-16-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

18

II-18-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-17-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

19

II-19-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-18-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

20

II-20-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-19-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

21

II-21-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-20-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

22

II-22-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-21-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

23

II-23-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-22-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

24

II-24-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-23-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

25

II-25-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-24-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

26

II-26-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-25-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

27

II-27-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-26-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

28

II-28-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-27-A

Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-485th “Page” of 221TOC1stPreviousNextBottomJust 85th

 

 

 

 

 

29

II-29-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-28-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

30

II-30-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-29-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

31

II-31-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-30-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

32

II-32-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-31-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

33

II-33-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-32-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

34

II-34-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-33-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

35

II-35-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-34-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

36

II-36-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-35-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

37

II-37-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-36-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

38

II-38-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-37-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

39

II-39-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-38-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

40

II-40-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-39-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

41

II-41-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-40-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

42

II-42-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-41-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

43

II-43-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

 



EX-486th “Page” of 221TOC1stPreviousNextBottomJust 86th

 

 

 

II-1-A through II-42-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

44

II-44-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-43-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

45

II-45-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-44-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

46

II-46-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-45-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

47

II-47-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-46-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

48

II-48-A through II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-47-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

49

II-49-A and II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-48-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

50

II-50-A

2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate

 

II-1-A through II-49-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

thereafter

II-1-A through II-50-A

Uncertificated REMIC 2 Pass-Through Rate

 

 

 

“United States Person” or “U.S. Person”: (i) A citizen or resident of the United States, (ii) a corporation, partnership or other entity treated as a corporation or partnership for United States federal income tax purposes organized in or under the laws of the United States or any state thereof or the District of Columbia (unless, in the case of a partnership, Treasury Regulations provide otherwise), (iii) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury Regulations, certain Trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons will also be a U.S. Person; provided, that for purposes of the definition of a “Permitted Transferee,” a U.S. Person shall not include any person whose income is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any other U.S. Person.

“Unpaid Realized Loss Amount”: For any of the Class A-2MZ, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1, Class B-2 Certificates and as to any Distribution Date, the excess of (x) the aggregate Applied Realized Loss Amounts allocated to such Class for all

 



EX-487th “Page” of 221TOC1stPreviousNextBottomJust 87th

prior Distribution Dates over (y) the sum of (a) the cumulative amount of any Subsequent Recoveries allocated to such Class and (b) the aggregate Realized Loss Amortization Amounts with respect to such Class for all prior Distribution Dates.

“Value”: With respect to any Mortgaged Property, the lesser of: (i) an amount determined by an appraisal done at origination of the Mortgage Loan; provided, however, the amount may be reduced to reflect the results of a review of such appraisal in accordance with the Originator’s underwriting guidelines and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan; provided, however, that in the case of a refinanced Mortgage Loan, the value of the Mortgaged Property is based solely upon clause (i) above.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. The Voting Rights allocated among Holders of the Floating Rate Certificates shall be 98%, and shall be allocated among each such Class according to the fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Principal Balance of all the Certificates of such Class then outstanding and the denominator of which is the aggregate Certificate Principal Balance of all the Floating Rate Certificates then outstanding. The Voting Rights allocated to each such Class of Certificates shall be allocated among all holders of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates; provided, however, that any Certificate registered in the name of the Servicer, the Depositor or the Trustee or any of their respective affiliates shall not be included in the calculation of Voting Rights; provided that only such Certificates as are known by a Responsible Officer of the Trustee to be so registered will be so excluded. 1% of all the Voting Rights will be allocated to the Holders of each of the Class CE and Class P Certificates. The Residual Certificates shall have no Voting Rights.

“Weighted Average Net Mortgage Rate”: The weighted average (based on Principal Balance as of the first day of the related Collection Period or, in the case of the first Distribution Date, the Cut-Off Date) of the Net Mortgage Interest Rates of the Mortgage Loans, the Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as applicable, expressed for each such Mortgage Loan as an annual rate and calculated on the basis of twelve months consisting of 30 days each and a 360-day year.

“WMC Sale Agreement”: The Flow Sale and Interim Servicing Agreement, dated as of June 1, 2005, by and between Bank of America, N.A., as purchaser, and the Originator, as seller and the related Memoranda of Sale, dated as of June 27, 2005 and July 6, 2005, as amended by the Assignment, Assumption and Recognition Agreement, dated September 30, 2005, among the Depositor, Bank of America, N.A., the Trustee, the Servicer and the Originator.

“Written Order to Authenticate”: A written order by which the Depositor directs the Trustee to execute, authenticate and deliver the Certificates.

Section 1.02  

Accounting.

Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken

 



EX-488th “Page” of 221TOC1stPreviousNextBottomJust 88th

into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.

Section 1.03  

Rights of the NIMS Insurer.

Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to the Indenture and (ii) any series of notes issued pursuant to the Indenture remains outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 in the case of clause (ii) below) during the period of time, if any, that (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.

 



EX-489th “Page” of 221TOC1stPreviousNextBottomJust 89th

 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  

Conveyance of Mortgage Loans.

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf of the Trust, without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) all other assets included or to be included in the Trust Fund; (v) all proceeds of any of the foregoing; (vi) the rights of the Depositor under the Consulting Agreement; (vii) the rights of the Depositor under WMC Sale Agreement and the Mortgage Loan Purchase Agreement and (viii) payments made to the Trustee pursuant to the Interest Rate Swap Agreement. Such assignment includes all interest and principal due to the Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with the Trustee, or its designated agent, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned and the Depositor, shall, in accordance with Section 2.04, deliver or caused to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (a “Mortgage File”) so transferred and assigned:

(i)

the original Mortgage Note, endorsed in blank or with respect to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy of the related Mortgage Note;

(ii)

the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording;

 

 



EX-490th “Page” of 221TOC1stPreviousNextBottomJust 90th

 

 

(iii)

an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned in blank;

(iv)

an original copy of any intervening assignment of Mortgage showing a complete chain of assignments;

(v)

the original or a certified copy of lender’s title insurance policy; and

(vi)

the original or copies of each assumption, modification, written assurance or substitution agreement, if any.

 

The Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto.

If any of the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Tranfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee no later than the Closing Date (or Subsequent Tranfer Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. The Depositor shall deliver or cause to be delivered to the Trustee promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall have 120 days to cure such defect or deliver such missing document to the Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.

The Depositor herewith delivers to the Trustee executed copies of the WMC Sale Agreement and the Mortgage Loan Purchase Agreement.

The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee). The Seller, the Depositor, the Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording

 



EX-491st “Page” of 221TOC1stPreviousNextBottomJust 91st

protection to the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap Agreement and the performance of its duties and satisfaction of its obligations thereunder.

It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Cost Home Loan” as defined in any of (i) the New Jersey Home Ownership Act effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act, effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act, effective January 1, 2005.

Section 2.02  

Acceptance by Trustee.

The Trustee acknowledges the receipt of, subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.

The Trustee agrees, for the benefit of the Certificateholders, to review each Mortgage File within 60 days after the Closing Date, with respect to each Initial Mortgage Loan or the Subsequent Transfer Date, with respect to each Subsequent Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 60 days of receipt and with respect to any Qualified Substitute Mortgage, within 60 days after the assignment thereof) and to certify in substantially the form attached hereto as Exhibit F-1 that, as to each Initial Mortgage Loan listed in the Mortgage Loan Schedules (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it and have not been mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedules that corresponds to items (1), (2) and (10) of the Mortgage Loan Schedules accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.

Prior to the first anniversary date of this Agreement the Trustee shall deliver to the Depositor, the Servicer and the NIMS Insurer a final certification in the form annexed hereto as Exhibit F-2 evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon.

If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee finds any document or documents

 



EX-492nd “Page” of 221TOC1stPreviousNextBottomJust 92nd

constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Trustee shall so notify the Seller, the Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Originator, the Seller, the Depositor, the NIMS Insurer, the Trustee or the Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the WMC Sale Agreement or the Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties.

The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans and the Related Documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee, on behalf of the Trust, a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans and the Related Documents, and that this Agreement shall constitute a security agreement under applicable law.

Section 2.03           Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.

(a)        Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator or the Seller of any representation or warranty under the WMC Sale Agreement or the Mortgage Loan Purchase Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator or the Seller, as the case may be, the Servicer and the NIMS Insurer of such defect, missing document or breach and request that, in the case of a defective or missing document, the Seller cure such defect or deliver such missing document within 120 days from the date the Seller was notified of such missing document or defect or, in the case of a beach of a representation or warranty, request the Originator or the Seller, as applicable, cure such breach within 90 days from the date the Originator or the Seller, as the case may be, was notified of such breach. If the Seller does not deliver such missing document or cure such defect or if the Originator or the Seller, as applicable, does not cure such breach in all material respects during such period, the Trustee shall enforce the Originator’s or the Seller’s obligation, as the case may be, under the WMC Sale Agreement or the Mortgage Loan Purchase Agreement, as applicable, and cause the Originator or the Seller, as applicable, to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such period (subject to Section 2.03(d)). The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee, upon receipt of written notice from the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each

 



EX-493rd “Page” of 221TOC1stPreviousNextBottomJust 93rd

case without recourse, as the Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the Originator or the Seller, as the case may be, any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, the Originator or the Seller, as the case may be, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Defective Mortgage Loan) and substitute one or more Eligible Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c).

With respect to the representations and warranties set forth in the WMC Sale Agreement and the Mortgage Loan Purchase Agreement that are made to the best of the Originator’s or the Seller’s knowledge, as applicable, or as to which the Originator or the Seller, as the case may be, has no knowledge, if it is discovered by the Depositor, the Servicer, the NIMS Insurer or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, Prepayment Charge or the interest therein of the Certificateholders then, notwithstanding the Originator’s or the Seller’s lack of knowledge with respect to the substance of such representation and warranty being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

It is understood and agreed that the representations and warranties set forth in the WMC Sale Agreement and the Mortgage Loan Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee and the Closing Date and shall inure to the benefit of the Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. It is understood and agreed that the obligations of the Originator and the Seller set forth in this Section 2.03(a) to cure, substitute for or repurchase a Mortgage Loan pursuant to the WMC Sale Agreement or the Mortgage Loan Purchase Agreement, as applicable, and to pay the Reimbursement Amount constitute the sole remedies available to the Certificateholders and to the Trustee on their behalf respecting a breach of the representations and warranties contained in the WMC Sale Agreement and the Mortgage Loan Purchase Agreement.

The representations and warranties of the Originator with respect to the Mortgage Loans in the WMC Sale Agreement, which have been assigned to the Trustee hereunder, were made as of June 27, 2005 and July 6, 2005. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Originator under the WMC Sale Agreement and (ii) a representation or warranty of the Seller under the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans purchased from the Originator under the WMC Sale Agreement (other than Seller’s representations with respect to predatory and abusive lending laws in Section 3.01(k) and 3.01(s) of the Mortgage Loan Purchase Agreement), the only right or remedy of the Trustee or of any Certificateholder shall be the Trustee’s right to enforce the obligations of the Originator under any applicable representation or warranty made by it. The Trustee acknowledges that the Seller shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to such Mortgage Loans (except as otherwise set forth in this paragraph) if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Originator in the WMC Sale Agreement, without regard to whether the

 



EX-494th “Page” of 221TOC1stPreviousNextBottomJust 94th

Originator fulfills its contractual obligations in respect of such representation or warranty. In addition, to the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (x) the Originator’s representation with respect to predatory and abusive lending laws in clauses (i), (ddd) or (ooo) of Section 3.02 of the WMC Sale Agreement and (y) the Seller’s representation with respect to predatory and abusive lending laws in Section 3.01(k) or 3.01(s) of the Mortgage Loan Purchase Agreement, the Originator shall be obligated to pay the Reimbursement Amount relating to such Mortgage Loan, and, to the extent the Originator fails to do so, the Trustee shall be entitled to enforce the Seller’s obligation to pay such Reimbursement Amount.

In any event, the Reimbursement Amount shall be delivered to the Servicer for deposit into the Collection Account within 10 days from the date the Seller was notified by the Trustee of the Reimbursement Amount.

(b)        Within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of the Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects.

(c)        Any substitution of Eligible Substitute Mortgage Loans for Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Defective Mortgage Loan for which the Originator or the Seller substitutes an Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee for such Eligible Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Eligible Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment Amount (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Eligible Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, shall review such documents as specified in Section 2.02 and deliver to the Servicer and the NIMS Insurer, with respect to such Eligible Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Servicer and the NIMS Insurer a certification substantially in the form of Exhibit F-2 hereto with respect to such Eligible Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Defective Mortgage Loan in the Collection Period or Prepayment Period, as applicable, preceding the date of substitution and the Depositor, the Originator or the Seller, as the case may be, shall thereafter be entitled to retain all amounts subsequently received in respect of such Defective Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders and the NIMS Insurer that such substitution has taken place, shall amend

 



EX-495th “Page” of 221TOC1stPreviousNextBottomJust 95th

the Mortgage Loan Schedule to reflect the removal of such Defective Mortgage Loan from the terms of this Agreement and the substitution of the Eligible Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon such substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Originator or the Seller, the WMC Sale Agreement or the Mortgage Loan Purchase Agreement, as the case may be, including, in the case of a substitution effected by the Originator or the Seller, all applicable representations and warranties thereof included in the WMC Sale Agreement and, in the case of a substitution made by the Seller, the Mortgage Loan Purchase Agreement, as of the date of substitution.

For any month in which the Originator or the Seller substitutes one or more Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer will determine the amount (the “Substitution Adjustment Amount”), if any, by which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the Principal Balance thereof as of the date of substitution, together with one month’s interest on such Principal Balance at the applicable Net Mortgage Interest Rate. On the date of such substitution, the Originator or the Seller, as the case may be, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Adjustment Amount, if any, and the Trustee, upon receipt of the related Eligible Substitute Mortgage Loan or Loans and notice by the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as the case may be, shall deliver to it and as shall be necessary to vest therein any Defective Mortgage Loan released pursuant hereto.

In addition, the Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(l) of the Code or on “contributions after the startup date” under Section 860G(d)(l) of the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.

(d)        Upon discovery by the Originator, the Seller, the Servicer, the NIMS Insurer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties. In connection therewith, the Originator or the Seller, as applicable, shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Eligible Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. In addition, upon discovery that a Mortgage Loan is defective in a manner that would cause it to be a “defective obligation” within the meaning of Treasury Regulations relating to REMICs, the Originator or the Seller, as the case may be, shall cure the defect or make the required purchase or substitution no later than 90 days after the discovery of

 



EX-496th “Page” of 221TOC1stPreviousNextBottomJust 96th

the defect. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Originator or the Seller, as applicable, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.

Section 2.04  

Conveyance of the Subsequent Mortgage Loans.

(a)        Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent cut-off Date and all collections in respect of interest and principal due after the Subsequent cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Trustee at least three Business Days prior to the related Subsequent Transfer Date.

The purchase price paid by the Trustee from amounts released from the Group 1 Pre-Funding Account or the Group 2 Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

(b)        The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group 1 Pre-Funding Account or the Group 2 Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:

(i)   the Depositor shall have provided the Trustee, the NIMS Insurer and the Rating Agencies with a timely Addition notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;

(ii)          the Depositor shall have delivered to the Trustee and the NIMS Insurer a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan

 



EX-497th “Page” of 221TOC1stPreviousNextBottomJust 97th

Schedule listing the Subsequent Mortgage Loans, and the Depositor, shall have delivered a computer file containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;

(iii)         as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit R the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;

(iv)         such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;

(v)  

the Funding Period shall not have terminated;

(vi)         the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;

(vii)        the Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.04 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans;

(viii)        with respect to the last Subsequent Transfer Date, the Depositor shall have delivered to the Trustee and the NIMS Insurer a letter from an Independent accountant (with copies provided to each Rating Agency) stating that the characteristics of the Subsequent Mortgage Loans conform to the characteristics set forth in clauses (i) through (xii) of paragraph (c) below and to the characteristics set forth in paragraph (d) below;

(ix)         the Depositor shall have delivered to the Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans;

(x)          the Depositor shall have delivered to the Trustee, the Underwriters and the NIMS Insurer an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding each REMIC in the Trust Fund is and shall continue to qualify as a REMIC following the transfer of the Subsequent Mortgage Loans;

(xi)         the Depositor shall have received the consent of the NIMS Insurer, if any, to the transfer of such Subsequent Mortgage Loans.

 



EX-498th “Page” of 221TOC1stPreviousNextBottomJust 98th

 

(c)        The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately following paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent cut-off Date, a weighted average term since origination not in excess of 360 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 4.800% per annum or greater than 12.600% per annum; (vii) such Subsequent Mortgage Loan shall have been serviced by the Servicer since origination, the date of purchase or the date of acquisition of the servicing (viii) each of the Subsequent Mortgage Loans will have a first payment date occurring on or before August 1, 2005 and will include 30 days’ interest thereon; (ix) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 4.000% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.000% per annum; (xi) if the Subsequent Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 4.000% per annum, and (xii) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “The Originator—Underwriting Guidelines” in the Prospectus Supplement.

(d)        Following the purchase of any Subsequent Group 1 Mortgage Loan by the Trust, the Group 1 Mortgage Loans (including such Subsequent Group 1 Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a Mortgage Rate of not less than 6.000% per annum and not more than 12.500% per annum; (iii) have a Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with an original principal balance which does not conform to Fannie Mae and Freddie Mac principal balance guidelines; (v) will have a FICO score of not less than 500. In addition, the Adjustable Rate Group 1 Mortgage Loans will have a Gross Margin not less than 6.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group 1 Mortgage Loans will be based on the Stated Principal Balance of the Initial group 1 mortgage loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group 1 Mortgage Loans as of the related Subsequent cut-off Date.

Following the purchase of any Subsequent Group 2 Mortgage Loan by the Trust, the Group 2 Mortgage Loans (including such Subsequent Group 2 Mortgage Loans) will: (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a Mortgage Rate of not less than 5.000% per annum and not more than 13.000% per annum; (iii) have a Loan-to-Value Ratio of not more than 100.00%; (iv) have no Mortgage Loan with a principal balance in excess of $999,999; (v) will have a FICO score of not less than 500. In addition, the Adjustable Rate Group 2 Mortgage Loans will have a Gross Margin not less than 4.000% per annum. For purposes of the calculations described in this paragraph, percentages of

 



EX-499th “Page” of 221TOC1stPreviousNextBottomJust 99th

the Group 2 Mortgage Loans will be based on the Stated Principal Balance of the Initial Group 2 Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group 2 Mortgage Loans as of the related Subsequent cut-off Date.

(e)        Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by (i) the NIMS Insurer or (ii) any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Depositor shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.

Section 2.05  

Representations, Warranties and Covenants of the Servicer.

The Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders and to the Depositor and the NIMS Insurer that as of the Closing Date or as of such date specifically provided herein:

(i)   The Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey and has all licenses necessary to carry on its business as now being conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Servicer to conduct its business as it is presently conducted, and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer or to ensure the enforceability or validity of each Mortgage Loan; the Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized; and all requisite corporate action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer in accordance with its terms;

(ii)          The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer and will not result in the breach of any term or provision of the articles of incorporation or by-laws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject;

 



EX-4100th “Page” of 221TOC1stPreviousNextBottomJust 100th

 

(iii)         The Servicer is an approved seller/servicer of conventional residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities, procedures, and experienced personnel necessary for the sound servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act and is in good standing to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

(iv)         This Agreement, and all documents and instruments contemplated hereby which are executed and delivered by the Servicer, constitute and will constitute valid, legal and binding obligations of the Servicer, enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally (whether considered in a proceeding at law or in equity);

(v)          The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(vi)         There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against the Servicer that, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or that would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or that would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

(vii)        No consent, approval or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained; and

(viii)        No information in this Agreement provided by the Servicer nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(ix)         The Servicer has fully furnished, and shall continue to fully furnish for so long as it is servicing the Mortgage Loans hereunder, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on the

 



EX-4101st “Page” of 221TOC1stPreviousNextBottomJust 101st

Mortgagor credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor, the NIMS Insurer and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the NIMS Insurer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the other parties hereto.

Section 2.06  

Representations and Warranties of the Depositor.

The Depositor represents and warrants to the Trust and the Trustee on behalf of the Certificateholders and to the Servicer and the NIMS Insurer as follows:

(i)   This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);

(ii)          Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;

(iii)         As of the Closing Date, the Depositor has transferred all right, title interest in the Mortgage Loans to the Trustee on behalf of the Trust;

(iv)         The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors;

(v)          The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;

(vi)         The Depositor is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;

 



EX-4102nd “Page” of 221TOC1stPreviousNextBottomJust 102nd

 

(vii)        The execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);

(viii)        To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and

(ix)         There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

Section 2.07           Issuance of Certificates and the Uncertificated Regular Interests.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, and the Trustee acknowledges the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the Written Order to Authenticate executed by an officer of the Depositor, has executed, and the Certificate Registrar has authenticated and delivered to or upon the order of the Depositor, the Certificates (other than the Class CE, Class P and Residual Certificates) in minimum dollar denominations or $25,000 and integral dollar

 



EX-4103rd “Page” of 221TOC1stPreviousNextBottomJust 103rd

multiples of $1 in excess; provided, however that the Offered Certificates must be purchased in minimum total investments of $100,000 per class. The Class CE and Class P Certificates are issuable only in minimum Percentage Interests of 10%. Each Residual Certificate is issuable only as a single certificate. The Trustee acknowledges the issuance of the uncertificated REMIC 1 Regular Interests and declares that it hold such regular interests as assets of REMIC 2. The Trustee acknowledges the issuance of the uncertificated REMIC 2 Regular Interests and declares that it hold such regular interests as assets of REMIC 3. The Trustee acknowledges the issuance of the uncertificated REMIC 3 Regular Interests and declares that it hold such regular interests as assets of REMIC 4. The Trustee acknowledges the issuance of the Class CE Certificates and declares that it hold such regular interests as assets of REMIC 5. The Trustee acknowledges the issuance of the Class P Interest and declares that it hold such regular interests as assets of REMIC 6. The Trustee acknowledges the issuance of the Class IO Interest and declares that it hold such regular interests as assets of REMIC 7. The Trustee acknowledges the obligation of the Class CE Certificates to pay Cap Carryover Amounts to the holders of the Floating Rate Certificates.

 



EX-4104th “Page” of 221TOC1stPreviousNextBottomJust 104th

 

ARTICLE III

 

ADMINISTRATION AND SERVICING

OF THE TRUST FUND

Section 3.01  

Servicer to Act as Servicer.

The Servicer, as independent contract servicer, shall service and administer the Mortgage Loans in accordance with this Agreement and the normal and usual standards of practice of prudent mortgage servicers servicing similar mortgage loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for its own portfolio, and shall have full power and authority, acting alone, to do or cause to be done any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable and consistent with the terms of this Agreement (the “Servicing Standard”).

Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer’s reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Certificateholders; provided, however, that the Servicer shall not make future advances and, except as set forth in the following sentence or Section 3.03, the Servicer shall not permit any modification with respect to any Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive the payment thereof of any principal or interest payments, reduce the outstanding principal amount (except for actual payments of principal) or extend the final maturity date with respect to such Mortgage Loan, (ii) affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC or (iii) cause any such REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions. In the event that the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable, the Servicer may permit a modification of such Mortgage Loan to reduce the Principal Balance thereof and/or extend the term, but not beyond the latest maturity date of any other Mortgage Loan. Notwithstanding the foregoing, the Servicer shall not permit any modification with respect to any Mortgage Loan that would both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (y) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions. The NIMS Insurer’s prior written consent shall be required for any modification, waiver or amendment if the aggregate number of outstanding Mortgage Loans which have been modified, waived or amended exceeds 5% of the number of Mortgage Loans as of the Cut-off Date. Without limiting the generality of the foregoing, the Servicer shall continue, and is hereby authorized and empowered to execute and deliver on behalf of itself, and the Trustee, all instruments of satisfaction or cancellation, or of partial or full release, discharge and all other comparable instruments, with respect to the Mortgage Loans and with respect to the

 



EX-4105th “Page” of 221TOC1stPreviousNextBottomJust 105th

Mortgaged Property. The Servicer shall make all required Servicing Advances and shall service and administer the Mortgage Loans in accordance with Applicable Regulations, and shall provide to the Mortgagor any reports required to be provided to them thereby. The Trustee shall execute and deliver to the Servicer within at least fifteen (15) Business Day of receipt, upon request, any powers of attorney furnished to it by the Servicer empowering the Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate any Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans or the Mortgaged Properties, in accordance with this Agreement, and the Trustee shall execute and deliver such other documents as the Servicer may request, necessary or appropriate to enable the Servicer to service and administer the Mortgage Loans and carry out its duties hereunder, in each case in accordance with Servicing Standard (and the Trustee shall have no liability for misuse of any such powers of attorney by the Servicer). Notwithstanding anything contained herein to the contrary, the Servicer shall not without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Servicer’s representative capacity or (ii) take any action with the intent to cause, and which results in, the Trustee being registered to do business in any state.

In servicing and administering the Mortgage Loans, the Servicer shall employ procedures including collection procedures and exercise the same care that it customarily employs and exercises in servicing and administering mortgage loans for its own account giving due consideration to accepted mortgage servicing practices of prudent lending institutions and the Certificateholders’ reliance on the Servicer.

The Servicer shall give prompt notice to the Trustee of any action, of which the Servicer has actual knowledge, to (i) assert a claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund.

Notwithstanding anything in this Agreement to the contrary, in the event of a voluntary Principal Prepayment in full of a Mortgage Loan, the Servicer may not waive any Prepayment Charge or portion thereof required by the terms of the related Mortgage Note unless (i)(a) the Servicer determines that such waiver is standard and customary in servicing similar mortgage loans, (b) such waiver relates to a default or a reasonably foreseeable default and (c) would, in the reasonable judgment of the Servicer, maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into account the value of such Prepayment Charge, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar law relating to creditors’ rights generally or (2) due to acceleration in connection with a foreclosure or other involuntary payment, (iii) the collection of such Prepayment Charge would be in violation of applicable law or the terms of the related Mortgage Note or (iv) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters.

If a Prepayment Charge is waived as permitted by meeting the standard described in clauses (iii) or (iv) above, then the Servicer shall use commercially reasonable efforts to determine whether the Originator is obligated to pay an Originator Prepayment Charge Payment

 



EX-4106th “Page” of 221TOC1stPreviousNextBottomJust 106th

Amount based on whether the representations and warranties of the Originator as set forth on Exhibit Q hereto are breached and such breach materially and adversely affects the interests of the Certificateholders and, if the Servicer determines that the Originator Prepayment Charge Payment Amount is due, the Servicer shall promptly notify the Originator, and the Servicer shall enforce the Originator’s obligations to pay in a timely manner any Originator Prepayment Charge Payment Amounts and, to the extent that such amounts are received by the Servicer, shall cause such amounts to be deposited into the Collection Account within one Business Day of receipt. To the extent the Originator fails to remit the Originator Prepayment Charge Amount, the Servicer shall notify the Depositor and the Trustee of such failure.

If the Servicer has waived or does not collect all or a portion of a Prepayment Charge relating to a voluntary Principal Prepayment due to any action or omission of the Servicer, other than as provided in the two paragraphs above, the Servicer shall, on the date on which the Principal Prepayment is remitted to the Trustee, deliver to the Trustee the Servicer Prepayment Charge Amount with respect to such Mortgage Loan for distribution in accordance with the terms of this Agreement.

Section 3.02  

Collection of Mortgage Loan Payments.

Continuously from the date hereof until the principal and interest on all Mortgage Loans are paid in full or as long as the Mortgage Loan remains subject to this Agreement, the Servicer will diligently collect all payments due under each Mortgage Loan when the same shall become due and payable and shall, to the extent such procedures shall be consistent with this Agreement and Applicable Regulations, follow such collection procedures as it follows with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Further, the Servicer will take special care in ascertaining and estimating on escrowed Mortgage Loans annual ground rents, taxes, assessments, water rates, fire and hazard insurance premiums, mortgage insurance premiums, and all other charges that, as provided in the Mortgage, will become due and payable to that end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.

Section 3.03  

Realization Upon Defaulted Mortgage Loans.

In the event that any payment due under any Mortgage Loan is not paid when the same becomes due and payable, or in the event the Mortgagor fails to perform any other covenant or obligation under the Mortgage Loan and such failure continues beyond any applicable grace period, the Servicer shall take such action as it shall deem to be in the best interest of the Certificateholders. With respect to any defaulted Mortgage Loan, the Servicer shall have the right to review the status of the related forbearance plan and, subject to the second paragraph of Section 3.01, may modify such forbearance plan; including extending the Mortgage Loan repayment date for a period of one year or reducing the Mortgage Interest Rate up to 50 basis points.

In connection with a foreclosure or other conversion, the Servicer shall exercise such rights and powers vested in it hereunder and use the same degree of care and skill in its exercise as prudent mortgage servicers would exercise or use under the circumstances in the

 



EX-4107th “Page” of 221TOC1stPreviousNextBottomJust 107th

conduct of their own affairs and consistent with Applicable Regulations and the Servicing Standard, including, without limitation, advancing funds for the payment of taxes and insurance premiums.

Notwithstanding the foregoing provisions of this Section 3.03, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall not either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property if, as a result of any such action, the Trust would be considered to hold title to, to be a mortgagee-in-possession of, or to be an owner or operator of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has received the prior written consent of the NIMS Insurer and has received a prudent report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

A.         such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Certificateholders to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and

B.         there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Certificateholders to take such actions with respect to the affected Mortgaged Property.

The cost of the environmental audit report contemplated by this Section 3.03 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.05(iv).

If the Servicer determines, as described above, that it is in the best economic interest of the Certificateholders to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Certificateholders. The cost of any such compliance, containment, clean-up or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.05.

 



EX-4108th “Page” of 221TOC1stPreviousNextBottomJust 108th

 

Section 3.04           Collection Account, Distribution Account and Cap Carryover Reserve Account.

(a)        The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts. Each Collection Account shall be an Eligible Account.

The Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Collection Account, in no event more than one Business Day after deposit of such funds in the clearing account, and retain therein, the following payments and collections received or made by it after the Cut-off Date with respect to the Initial Mortgage Loans or Subsequent Cut-off Date with respect to the Subsequent Mortgage Loans (other than in respect of principal and interest due on or before the Cut-off Date):

(i)   all payments on account of principal, including Principal Prepayments, on the Mortgage Loans;

(ii)          all payments on account of interest on the Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee Rate and any Prepayment Interest Excess;

(iii)  

all Liquidation Proceeds and any Subsequent Recoveries;

(iv)         all Insurance Proceeds including amounts required to be deposited pursuant to Section 3.10, other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures, the loan documents or applicable law;

(v)          all Condemnation Proceeds affecting any Mortgaged Property which are not released to the Mortgagor in accordance with the Servicer’s normal servicing procedures, the loan documents or applicable law;

(vi)         any amounts required to be deposited by the Servicer in connection with any REO Property pursuant to Section 3.13;

(vii)        all Prepayment Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any Mortgage Loan, all Originator Prepayment Charge Payment Amounts paid by the Originator and all Servicer Prepayment Charge Payment Amounts required to be paid by the Servicer pursuant to Section 3.01 in connection with any such Principal Prepayment; and

(viii)        all amounts required to be deposited by the Servicer pursuant to Section 2.03.

 



EX-4109th “Page” of 221TOC1stPreviousNextBottomJust 109th

 

Any interest paid on funds deposited in the Collection Account, subject to Section 3.25, shall accrue to the benefit of the Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Collection Account pursuant to Section 3.05(vi). The foregoing requirements for deposit into the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges, bad check fees, prepayment charges that are not Prepayment Charges, Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts, assumption fees and other similar fees need not be deposited by the Servicer in the Collection Account. Amounts deposited in the Collection Account in error may be withdrawn by the Servicer at any time.

(b)        On behalf of the Trust Fund, the Trustee shall establish and maintain one or more accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account by 1:00 p.m. New York time on the Servicer Remittance Date, (i) that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be deposited to the Distribution Account from a different source as provided herein) then on deposit in the Collection Account, (ii) the amount of all Prepayment Charges collected by the Servicer in connection with the voluntary Principal Prepayment in full of any of the Mortgage Loans then on deposit in the Collection Account (other than any such Prepayment Charges received after the related Prepayment Period) and (iii) any Originator Prepayment Charge Payment Amount or any Servicer Prepayment Charge Payment Amount (other than any such amounts paid after the related Prepayment Period). Amounts in the Distribution Account shall be deemed to be held on behalf of the related REMICs and the Grantor Trust in accordance with the REMIC distributions set forth in Section 4.08. The Trustee shall be entitled to withdraw from the Distribution Account any amounts owing to it pursuant to Section 8.05 and Section 9.01(c) prior to the distribution of any amounts on deposit to the Certificateholders; provided, however, the Trustee shall provide the Depositor, the NIMS Insurer and the Servicer with a written account of such amounts five Business Days prior to withdrawing such funds. In connection with any failure by the Servicer to make any remittance required to be made by the Servicer to the Trustee for deposit in the Distribution Account on the day and by the time such remittance is required to be made under the terms of this Section 3.04(b) (without giving effect to any grace or cure period), the Servicer shall pay to the Trustee for the account of the Trustee interest at the prime rate of United States money center commercial banks as published in The Wall Street Journal on any amount not timely remitted from and including the day such remittance was required to be made to, but not including, the day on which such remittance was actually made.

(c)        Funds in the Collection Account and the Distribution Account may be invested in Eligible Investments in accordance with the provisions set forth in Section 3.25. The Servicer shall give notice to the Trustee and the NIMS Insurer of the location of the Collection Account maintained by it when established and prior to any change thereof. The Trustee shall give notice to the Servicer, the NIMS Insurer and the Depositor of the location of the Distribution Account when established and prior to any change thereof.

 



EX-4110th “Page” of 221TOC1stPreviousNextBottomJust 110th

 

(d)        In the event the Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to the Servicer any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Trustee from time to time for deposit, and the Trustee shall so deposit, in the Distribution Account in respect of REMIC 1:

(i)  

any Advances, as required pursuant to Section 4.07;

(ii)          any Stayed Funds, as soon as permitted by the federal bankruptcy court having jurisdiction in such matters;

(iii)         any amounts required to be delivered by the Servicer to the Trustee for deposit in the Distribution Account pursuant to Sections 2.03, 3.04, 3.13, 3.15, 3.16, 3.23, 3.24, 4.07 or 10.01; and

(iv)         any amounts required to be deposited by the Servicer pursuant to Section 3.11 in connection with the deductible clause in any blanket hazard insurance policy, such deposit being made from the Servicer’s own funds, without reimbursement therefor.

(e)        Promptly upon receipt of any Stayed Funds, whether from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source, the Trustee shall notify the Servicer of such receipt and deposit such funds in the Distribution Account, subject to withdrawal thereof as permitted hereunder. In addition, the Trustee shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.25(b) in connection with losses realized on Eligible Investments with respect to funds held in the Distribution Account.

(f)         Any Prepayment Charges, Originator Prepayment Charge Payment Amounts and Servicer Prepayment Charge Payment Amounts deposited pursuant to Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but shall be considered assets of the Grantor Trust held by the Trustee for the benefit of the Class P Certificateholders.

(g)        No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Cap Carryover Reserve Account, Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders of ABFC 2005-WMC1 Trust, ABFC Asset-Backed Certificates, Series 2005-WMC1.”

 

On each Distribution Date as to which there is a Cap Carryover Amount payable to the Floating Rate Certificates, the Trustee has been directed by the Class CE Certificateholders to, and therefore will, deposit into the Cap Carryover Reserve Account the amounts described in Section 4.02(b)(xix), rather than distributing such amounts to the Class CE Certificateholders. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Sections 4.01 and 4.02.

 

 



EX-4111th “Page” of 221TOC1stPreviousNextBottomJust 111th

 

For federal and state income tax purposes, the Class CE Certificateholders will be deemed to be the owners of the Cap Carryover Reserve Account and all amounts deposited into the Cap Carryover Reserve Account shall be treated as amounts distributed by REMIC 4 to the Holder of the Class CE Interest and by REMIC 5 to the Holders of the Class CE Certificates. Upon the termination of the Trust Fund, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Cap Carryover Reserve Account will be released by the Trust Fund and distributed to the Class CE Certificateholders or their designees. The Cap Carryover Reserve Account will be part of the Trust Fund but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Cap Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).

 

By accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Cap Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Cap Carryover Amount rather than distributing such amounts to the Class CE Certificateholders. By accepting a Class CE Certificate, each Class CE Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance. Amounts held in the Cap Carryover Reserve Account shall be held uninvested.

 

For federal tax return and information reporting, the value of the right of the Holders of the Floating Rate Certificates to receive payments from the Cap Carryover Reserve Account in respect of any Cap Carryover Amount shall be de minimis.

Section 3.05  

Permitted Withdrawals From the Collection Account.

The Servicer may, from time to time, withdraw from the Collection Account for the following purposes:

(i)          to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.04(b) or permitted to be so remitted pursuant to the first sentence of Section 3.04(d);

(ii)          to reimburse itself for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments, Liquidation Proceeds and Insurance Proceeds on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 4.07; (b) any unreimbursed Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer for such unreimbursed Advances; or (c) subject to Section 4.07(b), any unreimbursed Advances to the extent of funds held in the Collection Account for future distribution that were not included in Available Funds for the preceding Distribution Date;

 



EX-4112th “Page” of 221TOC1stPreviousNextBottomJust 112th

 

(iii)         to reimburse itself for (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds received with respect to such Mortgage Loan, and (c) any Servicing Advances with respect to the final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer for Servicing Advances;

(iv)         to reimburse itself for any amounts paid or expenses incurred pursuant to Section 3.03 (and not otherwise previously reimbursed);

(v)  

to reimburse itself for any Nonrecoverable Advances;

(vi)         to pay to itself as servicing compensation (a) any interest earned on funds in the Collection Account (all such interest to be withdrawn monthly not later than each Servicer Remittance Date), (b) the Servicing Fee from that portion of any payment or recovery as to interest to a particular Mortgage Loan to the extent not retained pursuant to Section 3.04(a)(ii) and (c) any Prepayment Interest Excess to the extent not retained pursuant to Section 3.04(a)(ii);

(vii)        to pay or reimburse itself for any amounts payable or paid pursuant to Section 6.03 (and not otherwise previously reimbursed); and

(viii)        to clear and terminate the Collection Account upon the termination of this Agreement.

The foregoing requirements for withdrawal from the Collection Account shall be exclusive. In the event the Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

Section 3.06           Establishment of Escrow Accounts; Deposits in Escrow Accounts.

The Servicer shall segregate and hold all funds collected and received pursuant to each Mortgage Loan which constitute Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts. A copy of such letter agreement shall be furnished to the Trustee upon request. The Escrow Account shall be an Eligible Account.

The Servicer shall deposit or cause to be deposited on a daily basis and in no event more than one Business Day after receipt thereof in the clearing account (which must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, and shall thereafter deposit in the Escrow Account or Accounts, in no event more than one Business Day after deposit of such funds in the clearing account, and retain therein, (i) all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely payment of any such items as required

 



EX-4113th “Page” of 221TOC1stPreviousNextBottomJust 113th

under the terms of this Agreement, and (ii) all Insurance Proceeds which are to be applied to the restoration or repair of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect such payments as are required under this Agreement, and for such other purposes as shall be set forth in, or in accordance with, Section 3.07. The Servicer shall be entitled to retain any interest paid on funds deposited in the Escrow Account by the depository institution other than interest on escrowed funds required by law to be paid to the Mortgagor and, to the extent required by the related Mortgage Loan or Applicable Regulations, the Servicer shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is non-interest bearing or that interest paid thereon is insufficient for such purposes.

Section 3.07  

Permitted Withdrawals From Escrow Account.

Withdrawals from the Escrow Account may be made by the Servicer (i) to effect timely payments of ground rents, taxes, assessments, water rates, fire, flood and hazard insurance premiums and comparable items in a manner and at a time that assures that the lien priority of the Mortgage is not jeopardized (or, with respect to the payment of taxes, in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien), (ii) to reimburse the Servicer for any Servicing Advance made by the Servicer with respect to a related Mortgage Loan but only from amounts received on the related Mortgage Loan which represent late payments or Late Collections of Escrow Payments thereunder with respect to taxes and assessments and with respect to hazard insurance, (iii) to refund to the Mortgagor any funds as may be determined to be overages, (iv) for transfer to the Collection Account in accordance with the terms of this Agreement, (v) for application to restoration or repair of the Mortgaged Property, (vi) to pay to the Servicer, or to the Mortgagor to the extent required by the related Mortgage Loan or Applicable Regulations, any interest paid on the funds deposited in the Escrow Account, (vii) to clear and terminate the Escrow Account on the termination of this Agreement, or (viii) to transfer to the Collection Account any insurance proceeds. As part of its servicing duties, the Servicer shall pay to the Mortgagor interest on funds in the Escrow Account, to the extent required by the related Mortgage Loan or Applicable Regulations, and to the extent that interest earned on funds in the Escrow Account is insufficient, shall pay such interest from its own funds, without any reimbursement therefor.

In the event the Servicer shall deposit in the Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Escrow Account, any provision herein to the contrary notwithstanding.

Section 3.08           Payment of Taxes, Insurance and Other Charges; Collections Thereunder.

With respect to each Mortgage Loan that provides for Escrow Payments, the Servicer shall maintain accurate records reflecting the status of ground rents, taxes, assessments, water rates and other charges which are or may become a lien upon the Mortgaged Property and the status of fire, flood and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment of taxes, assessments, hazard insurance premiums, and comparable items in a manner and at a time that assures that the lien priority of the Mortgage is not jeopardized (or, with respect to the

 



EX-4114th “Page” of 221TOC1stPreviousNextBottomJust 114th

payment of taxes, in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien). To the extent that the Mortgage does not provide for Escrow Payments, the Servicer shall use its best efforts to determine that any such payments are made by the Mortgagor in a manner and at a time that is necessary to avoid the loss of the Mortgaged Property due to a tax sale or foreclosure as a result of a tax lien. If any such payment has not been made and the Servicer receives notice of a tax lien with respect to the Mortgae Loan being imposed, the Servicer will advance or cause to be advanced funds necessary to avoid the lapse of insurance coverage on the Mortgaged Property and to assure that no Mortgaged Property is lost to a tax sale or foreclosure as a result of a tax lien.

Section 3.09  

Transfer of Accounts.

The Servicer may transfer the Collection Account and the Escrow Account to a different depository institution from time to time. Upon such transfer, the Servicer shall deliver to the Trustee, the NIMS Insurer and the Depositor, a certification or letter agreement, as the case may be, as required pursuant to Sections 3.04 and 3.06.

Section 3.10  

Maintenance of Hazard Insurance.

The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended coverage as is customary in the area where the Mortgaged Property is located in an amount which is at least equal to the lesser of (i) the amount necessary to fully compensate for any damage or loss to the improvements which are a part of such property on a replacement cost basis or (ii) the Principal Balance of the Mortgage Loan, in each case in an amount not less than such amount as is necessary to prevent the Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area identified in the Federal Register by the Flood Emergency Management Agency as having special flood hazards and flood insurance has been made available, the Servicer will cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the Principal Balance of the Mortgage Loan, (ii) the maximum insurable value of the improvements securing such Mortgage Loan or (iii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. The Servicer shall also maintain on the REO Property for the benefit of the Certificateholders, (x) fire and hazard insurance with extended coverage in an amount which is at least equal to the lesser of (i) 100% of the maximum insurable value of the improvements securing the Mortgage Loan and (ii) the outstanding Principal Balance of the Mortgage Loan at the time it became an REO Property, (y) public liability insurance and, (z) to the extent required and available under the National Flood Insurance Act of 1968, as amended, flood insurance in an amount as provided above. Any amounts collected by the Servicer under any such policies other than amounts to be deposited in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or REO Property, or released to the Mortgagor in accordance with the Servicer’s normal servicing procedures, shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05. It is understood and agreed that no earthquake or other additional insurance is required to be maintained by the Servicer or the Mortgagor or maintained on property acquired in respect of the Mortgage Loan, other than pursuant to such Applicable

 



EX-4115th “Page” of 221TOC1stPreviousNextBottomJust 115th

Regulations as shall at any time be in force and as shall require such additional insurance. All such policies shall be endorsed with standard mortgagee clauses with loss payable to the Servicer and shall provide for at least thirty days prior written notice of any cancellation, reduction in the amount of or material change in coverage to the Servicer. The Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Servicer shall not accept any such insurance policies from insurance companies unless such companies currently reflect a general policy rating of B:III or better in Best’s Key Rating Guide and are licensed to do business in the state wherein the property subject to the policy is located.

Section 3.11  

Maintenance of Mortgage Impairment Insurance Policy.

In the event that the Servicer shall obtain and maintain a blanket policy issued by an insurer that has a general policy rating of B:III or better in Best’s Key Rating Guide insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 3.10 and otherwise complies with all other requirements of Section 3.10, it shall conclusively be deemed to have satisfied its obligations as set forth in Section 3.10, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with Section 3.10, and there shall have been a loss which would have been covered by such policy, deliver to the Trustee for deposit in the Distribution Account the amount not otherwise payable under the blanket policy because of such deductible clause, which amount shall not be reimbursable to the Servicer from the Trust Fund. In connection with its activities as servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of the Trustee, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Trustee, the Servicer shall cause to be delivered to the Trustee a certified true copy of such policy and a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty days prior written notice to the Trustee.

Section 3.12  

Fidelity Bond, Errors and Omissions Insurance.

The Servicer shall maintain, at its own expense, a blanket fidelity bond (the “Fidelity Bond”) and an errors and omissions insurance policy, with broad coverage with financially responsible companies on all officers, employees or other persons acting in any capacity with regard to the Mortgage Loans to handle funds, money, documents and papers relating to the Mortgage Loans. The Fidelity Bond shall be in the form of the Mortgage Banker’s Blanket Bond. The Fidelity Bond and errors and omissions policy shall protect and insure the Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such persons. Such Fidelity Bond shall also protect and insure the Servicer against losses in connection with the failure to maintain any insurance policies required pursuant to this Agreement and the release or satisfaction of a Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of this Section 3.12 requiring the Fidelity Bond and errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage under any such

 



EX-4116th “Page” of 221TOC1stPreviousNextBottomJust 116th

bond and insurance policy shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae MBS Selling and Servicing Guide or by Freddie Mac in the Freddie Mac Servicer’s Guide, unless the Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. Upon request of the Trustee or the NIMS Insurer, the Servicer shall cause to be delivered to the requesting party a certified true copy of the Fidelity Bond and errors and omissions insurance policy and a statement from the Servicer that such Fidelity Bond and errors and omissions insurance policy shall in no event be terminated or materially modified by the Servicer without thirty days’ prior written notice to the Trustee.

Section 3.13  

Title, Management and Disposition of REO Property.

(a)        In the event that title to a Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Trustee or its nominee, on behalf of the Certificateholders, or in the event the Trustee is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee.

(b)        In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or imminent default on a Mortgage Loan, the Servicer shall dispose of such REO Property before the end of the third taxable year beginning after the year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code unless the Servicer has received a grant of extension from the Internal Revenue Service of the above-mentioned grace period such that the holding by the Trust Fund of such REO Property subsequent to such period will not: (i) result in the imposition of any tax on “prohibited transactions” as defined in Section 860F of the Code; or (ii) cause any REMIC constituting any part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates (other than the Class P Certificates) are outstanding, in which case the Trust Fund may continue to hold such REO Property.

Subject to compliance with applicable laws and regulations as shall at any time be in force, and notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any REMIC constituting part of the Trust Fund to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

 



EX-4117th “Page” of 221TOC1stPreviousNextBottomJust 117th

 

The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders and the Trust Fund solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions. The Servicer shall cause each REO Property to be inspected promptly upon the acquisition of title thereto and shall cause each REO Property to be inspected at least annually thereafter. The Servicer shall make or cause to be made a written or electronic report of each such inspection. Such reports shall be retained in the Mortgage File and copies thereof shall be forwarded by the Servicer to the Trustee upon request. The Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders and the Trust Fund.

With respect to each REO Property, the Servicer shall account separately for each REO Property with respect to all funds collected and received in connection with the operation of such REO Property.

The Servicer shall deposit or cause to be deposited, on a daily basis, within one Business Day of receipt, in the Collection Account, all revenues received with respect to each REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the related REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the fees of any managing agent acting on behalf of the Servicer and for unreimbursed Servicing Fees, Advances and Servicing Advances related thereto.

The Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an operating statement for each REO Property covering the operation of each REO Property for the previous month. Such operating statement shall be accompanied by such other information as the Trustee shall reasonably request.

The Servicer shall use its best efforts to dispose of the REO Property as promptly as is practically consistent with protecting the Certificateholders’ interests.

Each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer deems to be in the best interest of the Certificateholders. If as of the date title to any REO Property was acquired by the Servicer there were outstanding unreimbursed Servicing Advances, Servicing Fees and Advances with respect to the REO Property, the Servicer, upon an REO Disposition of such REO Property, shall be entitled to reimbursement for any related unreimbursed Servicing Advances, Servicing Fees and Advances from proceeds received in connection with such REO Disposition. The proceeds from the REO Disposition, net of any payment to the Servicer as provided above, shall be deposited in the Collection Account for transfer to the Distribution Account on the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi).

 



EX-4118th “Page” of 221TOC1stPreviousNextBottomJust 118th

 

Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration and an Opinion of Counsel is obtained by the Servicer to the effect that such sale shall not cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC).

Section 3.14           Due-on-Sale Clauses; Assumption and Substitution Agreements.

When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law. In such event, the Servicer shall make reasonable efforts to enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Note; provided that no such substitution will be permitted unless such person satisfies the underwriting criteria of the Servicer and has a credit score at least equal to that of the original Mortgagor. The Mortgage Loan, as assumed, shall conform in all respects to the requirements, representations and warranties of this Agreement. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable under the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. The Servicer shall notify the Trustee that any such assumption or substitution agreement has been completed by forwarding to the Trustee the original copy of such assumption or substitution agreement (indicating the Mortgage File to which it relates) which copy shall be added by the Trustee to the related Mortgage File and which shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the Monthly Payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding principal amount of such Mortgage Loan shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or

 



EX-4119th “Page” of 221TOC1stPreviousNextBottomJust 119th

any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

Section 3.15  

Notification of Adjustments.

On each Adjustment Date, the Servicer shall make Mortgage Interest Rate adjustments for each Adjustable-Rate Mortgage Loan in compliance with the requirements of the related Mortgage and Mortgage Note and Applicable Regulations. The Servicer shall execute and deliver the notices required by each Mortgage and Mortgage Note and Applicable Regulations regarding Mortgage Interest Rate adjustments. Upon the discovery by the Servicer or the Trustee that the Servicer has failed to adjust or has incorrectly adjusted a Mortgage Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and Mortgage, the Servicer shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any interest loss caused thereby without reimbursement therefor; provided, however, the Servicer shall be held harmless with respect to any Mortgage Interest Rate adjustments made by any servicer prior to the Servicer.

Section 3.16  

Optional Purchases of Mortgage Loans by Servicer.

The Servicer may, at its option, or at the direction of the NIMS Insurer (which shall be at the expense of the NIMS Insurer), purchase a Mortgage Loan or REO Property which becomes 90 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16, the Servicer shall be required to continue to make Advances pursuant to Section 4.07. The Servicer shall not use any procedure in selecting Mortgage Loans to be purchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such Delinquent Mortgage Loan or REO Property at a price equal to the Purchase Price. The Servicer will not be entitled to any Servicing Fee with respect to any such purchased Mortgage Loan. Any such purchase of a Mortgage Loan or REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the Purchase Price. The Trustee shall immediately effectuate the conveyance of such delinquent Mortgage Loan or REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer.

Section 3.17  

Trustee to Cooperate; Release of Files.

(a)        Upon the payment in full of any Mortgage Loan (including any liquidation of such Mortgage Loan through foreclosure or otherwise, or the receipt by the Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes), the Servicer shall deliver to the Trustee, in written form (with two executed copies) or electronic form, of a completed “Request for Release” in the form of Exhibit E. Upon receipt of such Request for Release of Documents, the Trustee shall promptly release the related Mortgage File within three (3) Business Days via overnight mail delivery (at the expense of the Servicer), in trust, to (i) the Servicer, or (ii) such other party identified in the related Request for Release. The Trustee agrees to indemnify the Servicer, out of its own funds, for any loss, liability or expense (other than special, indirect, punitive or consequential damages which will not be paid by the

 



EX-4120th “Page” of 221TOC1stPreviousNextBottomJust 120th

Trustee) incurred by the Servicer as a direct result of the negligence or willful misconduct by the Trustee in releasing the Mortgage File as provided above. Upon any such payment in full, or the receipt of such notification that such funds have been placed in escrow, the Trustee hereby authorizes and empowers the Servicer to execute an instrument of satisfaction (or assignment of Mortgage without recourse) regarding the Mortgaged Property relating to such Mortgage, which instrument of satisfaction or assignment shall be delivered to the Person or Persons entitled thereto against receipt therefor of payment in full, it being understood and agreed that no expense incurred in connection with such instrument of satisfaction or assignment, as the case may be, shall be chargeable to the Collection Account. In lieu of executing any such satisfaction or assignment, as the case may be, the Servicer may prepare and submit to the Trustee a satisfaction (or assignment without recourse, if requested by the Person or Persons entitlted thereto) in form for execution by the Trustee with all requiste information completed by the Servicer; in such event, the Trustee shall execute and acknowledge such satisfaction or assignment, as the case may be, and deliver the same with the related Mortgage File as aforesaid.

(b)        From time to time and as appropriate in the servicing of any Mortgage Loan, including, without limitation, foreclosure or other comparable conversion of a Mortgage Loan or collection under any insurance policy relating to a Mortgage Loan, the Trustee shall (except in the case of the payment or liquidation pursuant to which the related Mortgage File is released to an escrow agent or an employee, agent or attorney of the Trustee), upon written request of the Servicer and delivery to the Trustee, in written form (with two executed copies) or electronic form, of a “Request for Release” in the form of Exhibit E signed by a Servicing Officer, release the related Mortgage File to the Servicer within three (3) Business Days and shall execute such documents as shall be necessary to the prosecution of any such proceedings, including, without limitation, an assignment without recourse of the related Mortgage to the Servicer. Such receipt shall obligate the Servicer to return the Mortgage File to the Trustee when the need therefor by the Servicer no longer exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt of a Request for Release evidencing such liquidation, the receipt shall be released by the Trustee to the Servicer.

(c)        Subject to Section 3.01, the Servicer shall have the right to accept applications of Mortgagors for consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modifications, and (v) second mortgage subordination agreements. No application for approval shall be considered by the Servicer unless: (w) it has received an Opinion of Counsel, addressed to the Trustee (which opinion shall not be an expense of the Trustee or the Trust Fund) that such sale, disposition, substitution, acquisition or contribution will not affect adversely the status of any REMIC constituting part of the Trust Fund as a REMIC or cause any REMIC constituting part of the Trust Fund to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions; (x) the provisions of the related Note and Mortgage have been complied with; (y) the Combined Loan-to-Value Ratio and debt-to-income ratio after any release does not exceed the maximum Combined Loan-to-Value Ratio and debt-to-income ratio established in accordance with the underwriting standards of the Mortgage Loans; and (z) the lien priority of the related Mortgage is not affected. Upon receipt by the Trustee of a Servicing Officer’s certificate setting forth the action proposed to be taken in respect of a particular Mortgage Loan and certifying that the criteria set forth in the immediately preceding sentence have been

 



EX-4121st “Page” of 221TOC1stPreviousNextBottomJust 121st

satisfied, the Trustee shall execute and deliver to the Servicer the consent or partial release so requested by the Servicer. A proposed form of consent or partial release, as the case may be, shall accompany any Servicing Officer’s certificate delivered by the Servicer pursuant to this paragraph.

Section 3.18  

Servicing Compensation.

As compensation for its activities hereunder, the Servicer shall be entitled to retain the amount of the Servicing Fee with respect to each Mortgage Loan (including REO Properties) and any Prepayment Interest Excess. The Servicer shall be entitled to retain additional servicing compensation in the form of release fees, bad check charges, assumption fees, modification or extension fees, late payment charges, prepayment charges that are not Prepayment Charges, Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge Payment Amounts, or any other service-related fees and similar items, to the extent collected from Mortgagors.

Section 3.19  

Annual Statement as to Compliance.

(a)        Beginning in 2006, the Servicer, at its own expense, will deliver to the Trustee, the NIMS Insurer and the Depositor, not later than March 15th of each calendar year (or March 24th in a year in which no Form 10-K is required to be filed pursuant to Section 3.31(b) hereof), a Servicing Officer’s certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding calendar year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment in any material respect of all such obligations, specifying each such default known to such officers and the nature and status thereof including the steps being taken by the Servicer to remedy such default.

(b)        Delivery of such reports, information and documents to the Trustee is for informational purposes only and their receipt of such shall not constitute constructive notice of any information contained therein or determinable, from information contained therein, including the Servicer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.20  

Annual Independent Certified Public Accountants’ Reports.

(a)        Beginning in 2006, not later than March 15th of each calendar year (or March 24th in a year in which no Form 10-K is required to be filed pursuant to Section 3.31(b) hereof), the Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Trustee, the Depositor, the NIMS Insurer and each Rating Agency, a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer which includes an assertion that the Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in either the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America or the Audit Program for Mortgages serviced by

 



EX-4122nd “Page” of 221TOC1stPreviousNextBottomJust 122nd

Freddie Mac, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request, provided that such statement is delivered by the Servicer to the Trustee.

(b)        Delivery of such reports, information and documents to the Trustee is for informational purposes only and their receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Servicer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.21           Access to Certain Documentation and Information Regarding the Mortgage Loans.

(a)        The Servicer shall provide to the Trustee, Certificateholders that are federally insured savings and loan associations, the Office of Thrift Supervision, the FDIC and the supervisory agents and examiners of each of the foregoing (which, in the case of supervisory agents and examiners, may be required by applicable state and federal regulations) access to the available documentation regarding the Mortgage Loans, such access being afforded without charge but only upon reasonable advance request and during normal business hours at the offices of the Servicer designated by it.

(b)        The Servicer, in its capacity as Servicer, shall afford the NIMS Insurer, upon reasonable advance notice, during normal business hours, access to all records maintained by the Servicer in respect of its rights and obligations hereunder and access to officers of the Servicer responsible for such obligations. Upon request, the Servicer shall furnish to the NIMS Insurer its most recent publicly available financial statements and such other information relating to its capacity to perform its obligations under this Agreement.

Section 3.22  

Duties of Credit Risk Manager.

For and on behalf of the Depositor, the Credit Risk Manager shall provide reports and recommendations as to loss mitigation activities concerning Mortgage Loans that are past due, are in default, as to which there has been commencement of foreclosure, as to which there has been forbearance in exercise of remedies, as to which any obligor is the subject of bankruptcy, receivership, or an arrangement of creditors, or which have become REO Properties. Such reports and recommendations will be based upon information provided pursuant to the Credit Risk Management Agreement. The Credit Risk Manager shall look solely to the Servicer for all information and data (including loss and delinquency information and data) and loan-level information and data relating to the servicing of the Mortgage Loans. The Trustee, on behalf of the Trust, hereby authorizes the Servicer to provide such loan level information and data to the Credit Risk Manager.

 



EX-4123rd “Page” of 221TOC1stPreviousNextBottomJust 123rd

 

The Credit Risk Manager may be removed at any time by a vote of Certificateholders holding Certificates evidencing at least 66 2/3% of the aggregate Voting Rights of the Certificates. After any such termination, the Credit Risk Manager shall have no further obligations hereunder, and shall no longer be entitled to the Credit Risk Manager Fee.

Section 3.23           Obligations of the Servicer in Respect of Compensating Interest.

Not later than the close of business on each Servicer Remittance Date, the Servicer shall deliver to the Trustee for deposit in the Distribution Account an amount (“Compensating Interest”) equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans for the related Distribution Date resulting from Principal Prepayments in full on the Mortgage Loans during the portion of the related Prepayment Period occurring in the prior calendar month and (B) its aggregate Servicing Fee received in the related Collection Period; provided, however, the Servicer shall not offset any Prepayment Interest Shortfall resulting from a Principal Prepayment in full that occurs during the period from the Cut-off Date through September 15, 2005. The Servicer shall apply Compensating Interest to offset any Prepayment Interest Shortfalls resulting from Principal Prepayments in full on the Mortgage Loans. The Servicer shall not have the right to reimbursement for any amounts remitted to the Trustee in respect of Compensating Interest. Such amounts so remitted shall be included in the Available Funds and distributed therewith on the next Distribution Date. The Servicer shall not be obligated to pay Compensating Interest with respect to Prepayment Interest Shortfalls resulting from partial Principal Prepayments or Relief Act Interest Shortfalls.

Section 3.24           Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments.

In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage Interest Rates, Monthly Payments or Principal Balances that were made by the Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of notice thereof, immediately shall deliver to the Trustee for deposit in the Distribution Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.24 shall not limit the ability of the Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law.

Section 3.25           Investment of Funds in the Collection Account and the Distribution Account.

(a)        The Servicer may direct any depository institution maintaining the Collection Account and the Trustee may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.25, each an “Investment Account”), to invest the funds in such Investment Account in one or more Eligible Investments bearing interest

 



EX-4124th “Page” of 221TOC1stPreviousNextBottomJust 124th

or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon or if such investment is managed or advised by the Trustee or an Affiliate of the Trustee. All such Eligible Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee or the Servicer, as applicable (in its capacity as such) or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account) over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in an Eligible Investment payable on demand, the Trustee shall at the direction of the Servicer:

(x)

consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Eligible Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(y)

demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Eligible Investment would not constitute an Eligible Investment in respect of funds thereafter on deposit in the Investment Account.

(b)        All income and gain realized from the investment of funds in the Collection Account shall be for the benefit of the Servicer. The Servicer shall deposit in the Collection Account or (to the extent funds in the Escrow Account are invested if permitted by applicable law) the Escrow Account, as applicable, from its own funds the amount of any loss incurred in respect of any such Eligible Investment made with funds in such account immediately upon realization of such loss. All income and gain realized from the investment of funds in the Distribution Account shall be for the benefit of the Trustee. The Trustee shall deposit in the Distribution Account from its own funds the amount of any loss incurred on Eligible Investments in the Distribution Account.

(c)        Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Eligible Investment, or if a default occurs in any other performance required under any Eligible Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the NIMS Insurer or Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

 



EX-4125th “Page” of 221TOC1stPreviousNextBottomJust 125th

 

The Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Trustee resulting from any investment loss on any Eligible Investment included therein (except to the extent that the Trustee is the obligor and has defaulted thereon).

Section 3.26  

Liability of Servicer; Indemnification.

(a)        Subject to clause (b) below and Section 6.03, the Servicer (except the Trustee if it is required to succeed the Servicer hereunder) indemnifies and holds the Trustee, the Depositor, the NIMS Insurer and the Trust Fund harmless against any and all third party claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trustee, the Depositor, the NIMS Insurer and the Trust Fund may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in compliance with the Servicing Standard. The Servicer shall immediately notify the Trustee, the NIMS Insurer and the Depositor if a claim is made that may result in such claims, losses, penalties, fines, forfeitures, legal fees or related costs, judgments, or any other costs, fees and expenses, and the Servicer shall assume (with the consent of the Trustee) the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Trustee, the Depositor, the NIMS Insurer and/or the Trust Fund in respect of such claim. The provisions of this Section 3.26 shall survive the termination of this Agreement and the payment of the outstanding Certificates.

(b)        None of the Depositor, the NIMS Insurer, the Servicer, or any of the directors, officers, employees or agents of the Depositor or the Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositors, the NIMS Insurer or the Servicer or any such Person against any breach of warranties or representations made by such party herein, or against any specific liability imposed on the Servicer for a breach of the Servicing Standard and/or this Agreement, or against any liability which would otherwise be imposed by reason of its respective willful misfeasance, bad faith, fraud or negligence in the performance of its duties or by reasons of negligent disregard of its respective obligations or duties hereunder.

The Depositor, the NIMS Insurer, the Servicer and any director, officer, employee or agent of the Depositor, the NIMS Insurer or the Servicer, may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person with respect to any matters arising hereunder. The Depositor, the Servicer, the NIMS Insurer and any director, officer, employee or agent of the Depositor, the Servicer or the NIMS Insurer shall be indemnified and held harmless by the Trust against any loss, liability or expense incurred in connection with any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred in connection with any legal action incurred by reason of its respective misfeasance, bad faith, fraud or negligence, a breach of a representation or warranty made by such party hereunder or (in the case of the Servicer) a breach of the Servicing Standard in the performance of its respective duties or by reason of negligent disregard of its respective obligations or duties hereunder. Neither the Depositor, the NIMS Insurer, nor the

 



EX-4126th “Page” of 221TOC1stPreviousNextBottomJust 126th

Servicer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability; provided, however, that the Depositor, the NIMS Insurer or the Servicer may in their discretion undertake any action related to their obligations hereunder which they may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination).

Section 3.27           Reports of Foreclosure and Abandonment of Mortgaged Properties.

Beginning in 2006, the Servicer shall file the reports of foreclosure and abandonment of any Mortgaged Property required by Section 6050J of the Code with the Internal Revenue Service on or before the due date for any such report. Not later than 90 days following the end of each calendar year, beginning in 2006, the Servicer will deliver an Officer’s Certificate to the Trustee and the NIMS Insurer certifying its compliance with this Section 3.27. The reports from the Servicer shall be in form and substance sufficient to meet the reporting requirements imposed by such Section 6050J.

Section 3.28  

Protection of Assets.

(a) Except for transactions and activities entered into in connection with the securitization that is the subject of this Agreement, the Trust is not authorized and has no power to:

(1)

borrow money or issue debt;

 

(2)

merge with another entity, reorganize, liquidate or sell assets; or

(3)

engage in any business or activities.

 

(b) Each party to this Agreement agrees that it will not file an involuntary bankruptcy petition against the Trustee or the Trust Fund or initiate any other form of insolvency proceeding until after the Certificates have been paid.

Section 3.29  

Limitation of Liability of the Credit Risk Manager.

Neither the Credit Risk Manager, nor any of the directors, officers, employees or agents of the Credit Risk Manager, shall be under any liability to the Depositor, the Servicer, the Trustee or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, in reliance upon information provided by the Servicer under the Credit Risk Management Agreement or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance, bad faith or

 



EX-4127th “Page” of 221TOC1stPreviousNextBottomJust 127th

negligence in its performance of its duties or by reason of reckless disregard for its obligations and duties under this Agreement or the applicable Credit Risk Management Agreement. The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information furnished by the Servicer pursuant to the applicable Credit Risk Management Agreement in the performance of its duties thereunder and hereunder.

Section 3.30  

No Personal Solicitation.

From and after the Closing Date, the Servicer agrees that it will not take any action or permit or cause any action to be taken by any of its agents and Affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer’s behalf, to personally, by telephone, mail or electronic mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any Mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, or the mortgagor initiates a title search; provided further, it is understood and agreed that promotions undertaken by the Servicer or any of its Affiliates which (i) concern optional insurance products or other additional products or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section, nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be permitted to include in its monthly statements to borrowers or otherwise, statements regarding the availability of the Servicer’s counseling services with respect to refinancing mortgage loans.

Section 3.31  

Periodic Filings.

(a)        The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying its reporting requirements under the Exchange Act. Without limiting the generality of the foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current Reports on Form 8-K (each, a “Monthly Form 8-K”) and Annual Reports on Form 10-K (each, a “Form 10-K”) customary for similar securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and the Trustee shall sign (other than any Form 10-K) and file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Trust. The Depositor shall sign any Form 10-K.

(b)        Each Monthly Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, including a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s interpretations. Such Form 10-K shall include as exhibits the Servicer’s annual statement of

 



EX-4128th “Page” of 221TOC1stPreviousNextBottomJust 128th

compliance described under Section 3.19 and the accountant’s report described under Section 3.20, in each case, to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. The Form 10-K shall also include a certification in the form attached hereto as Exhibit O (the “Certification”), which shall be signed by a senior officer of the Depositor in charge of securitization. The Depositor shall deliver the Certification to the Trustee three (3) Business Days prior to the latest date on which the Form 10-K may be timely filed. The Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the Commission requirements with respect to the Trust to be met in the event that the Commission issues additional interpretive guidelines or promulgates rules or regulations, or in the event of any other change of law that would require reporting arrangements or the allocation of responsibilities with respect thereto, as described in this Section 3.31, to be conducted or allocated in a different manner.

(c)        Not later than five (5) Business Days prior to the latest date on which the Form 10-K may be timely filed each year, (i) the Trustee shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit P-1) for the benefit of the Depositor and its officers, directors and Affiliates (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K) and (ii) the Servicer shall sign and deliver to the Depositor a certification (in the form attached hereto as Exhibit P-2) for the benefit of the Depositor and its officers, directors and Affiliates. In addition, (i) the Trustee shall also indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Trustee pursuant to this Section 3.31(c), any breach of the Trustee’s obligations under this Section 3.31(c) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (ii) the Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon any inaccuracy in the certification provided by the Servicer pursuant to this Section 3.31(c), any breach of the Servicer’s obligations under this Section 3.31(c) or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor and its officers, directors and Affiliates, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor, its officers, directors or Affiliates as a result of the losses, claims, damages or liabilities of the Depositor, its officers, directors or Affiliates in such proportion as is appropriate to reflect the relative fault of the Depositor and its officers, directors and Affiliates on the one hand and the Trustee on the other in connection with a breach of the Trustee’s obligations under this Section 3.31(c) or the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, its officers, directors or Affiliates as a result of the losses, claims, damages or liabilities of the Depositor, its officers, directors or Affiliates in such proportion as is appropriate

 



EX-4129th “Page” of 221TOC1stPreviousNextBottomJust 129th

to reflect the relative fault of the Depositor and its officers, directors and Affiliates on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.31(c) or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Servicer hereby acknowledges and agrees that the Depositor and the Trustee are relying on the Servicer’s performance of its obligations under Sections 3.19 and 3.20 in order to perform their respective obligations under this Section 3.31.

(d)        Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

(e)        The obligations set forth in paragraphs (a) through (d) of this Section shall only apply with respect to periods for which the Trustee is obligated to file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section. Upon request of the Depositor, the Trustee shall prepare, execute and file with the Commission a Form 15 Suspension Notification with respect to the Trust, and thereafter there shall be no further obligations under paragraphs (a) through (d) of this Section commencing with the calendar year in which the Form 15 is filed (other than the obligations to be performed in such calendar year that relate back to the prior calendar year).

 



EX-4130th “Page” of 221TOC1stPreviousNextBottomJust 130th

 

ARTICLE IV

 

FLOW OF FUNDS

Section 4.01  

Interest Distributions.

On each Distribution Date, the Trustee shall withdraw from the Distribution Account the related Interest Remittance Amount and apply it in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report, upon which the Trustee may conclusively rely), and the calculations required to be made by the Trustee, to the extent available:

(i)   to the Credit Risk Manager, the Credit Risk Manager Fee for such Distribution Date;

(ii)  

concurrently, as follows:

(a) from the Group 1 Interest Remittance Amount to the Group 1 Certificates, the Accrued Certificate Interest thereon for such Distribution Date; and

(b) concurrently, from the Group 2 Interest Remittance Amount to the Group 2 Certificates, pro rata, the applicable Accrued Certificate Interest thereon for such Distribution Date;

(iii)  

concurrently, as follows:

(a) from the Group 1 Interest Remittance Amount to the Group 1 Certificates, the Interest Carry Forward Amount thereon for such Distribution Date; and

(b) concurrently, from the Group 2 Interest Remittance Amount to the Group 2 Certificates, pro rata, the applicable Interest Carry Forward Amount thereon for such Distribution Date;

(iv)  

concurrently, as follows:

(a) if the Group 1 Interest Remittance Amount is insufficient to pay the Group 1 Certificates’ Accrued Certificate Interest for such Distribution Date pursuant to Section 4.01(ii)(a) above, from the remaining Group 2 Interest Remittance Amount, to the Group 1 Certificates, to cover such shortfall for such Distribution Date; and

(b) if the Group 2 Interest Remittance Amount is insufficient to pay the Group 2 Certificates’ applicable Accrued Certificate Interest for such Distribution

 



EX-4131st “Page” of 221TOC1stPreviousNextBottomJust 131st

Date pursuant to Section 4.01(ii)(b) above, concurrently, from the remaining Group 1 Interest Remittance Amount, to the Group 2 Certificates, pro rata, to cover such shortfall for such Distribution Date;

(v)  

concurrently, as follows:

(a) if the Group 1 Interest Remittance Amount is insufficient to pay the Group 1 Certificates’ Interest Carry Forward Amount for such Distribution Date pursuant to Section 4.01(iii)(a) above, from the remaining Group 2 Interest Remittance Amount, to the Group 1 Certificates, to cover such shortfall for such Distribution Date; and

(b) if the Group 2 Interest Remittance Amount is insufficient to pay the Group 2 Certificates’ applicable Interest Carry Forward Amount for such Distribution Date pursuant to Section 4.01(iii)(b) above, concurrently, from the remaining Group 1 Interest Remittance Amount, to the Group 2 Certificates, pro rata, to cover such shortfall for such Distribution Date;

(vi)         sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, in that order, the related Accrued Certificate Interest thereon for such Distribution Date; and

(vii)        the amount, if any, of the related Interest Remittance Amount remaining after application with respect to the priorities set forth above will be applied as described under Section 4.02(b) hereof.

Section 4.02           Distributions of Principal and Monthly Excess Cashflow Amounts.

(a)        On each Distribution Date, the Trustee shall make the following distributions in the following order of priority (based upon the Mortgage Loan information provided to it in the Remittance Report and the calculations required to be made by the Trustee), to the extent of the Principal Distribution Amount:

(i)   before the Stepdown Date or with respect to which a Trigger Event is in effect, as follows:

first, concurrently, as follows:

(a) the Group 1 Senior Principal Distribution Amount to the Group 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(b) (i) the Group 2 Senior Principal Distribution Amount to the Group 2 Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero;

 



EX-4132nd “Page” of 221TOC1stPreviousNextBottomJust 132nd

 

second, concurrently, as follows:

(a) (i) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Group 2 Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero; and

(b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Group 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

third, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, in that order, in each case, until the Certificate Principal Balance thereof has been reduced to zero; and

fourth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

(ii)          on or after the Stepdown Date and as long as a Trigger Event is not in effect, as follows:

first, concurrently, as follows:

(a) the Group 1 Senior Principal Distribution Amount to the Group 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and

(b) (i) the Group 2 Senior Principal Distribution Amount to the Group 2 Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero;

second, concurrently, as follows:

(a) (i) the Group 1 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(i), to the Group 2 Certificates (allocated as described below), until the Certificate Principal Balances thereof have been reduced to zero; and

(b) the Group 2 Senior Principal Distribution Amount remaining after priority first of this Section 4.02(a)(ii), to the Group 1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

third, to the Class M-1 Certificates, up to the Class M-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

 



EX-4133rd “Page” of 221TOC1stPreviousNextBottomJust 133rd

 

fourth, to the Class M-2 Certificates, up to the Class M-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

fifth, to the Class M-3 Certificates, up to the Class M-3 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

sixth, to the Class M-4 Certificates, up to the Class M-4 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

seventh, to the Class M-5 Certificates, up to the Class M-5 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

eighth, to the Class M-6 Certificates, up to the Class M-6 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

ninth, to the Class M-7 Certificates, up to the Class M-7 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

tenth, to the Class M-8 Certificates, up to the Class M-8 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

eleventh, to the Class M-9 Certificates, up to the Class M-9 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

twelfth, to the Class M-10 Certificates, up to the Class M-10 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

thirteenth, to the Class M-11 Certificates, up to the Class M-11 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

fourteenth, to the Class M-12 Certificates, up to the Class M-12 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

fifteenth, to the Class B-1 Certificates, up to the Class B-1 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

 



EX-4134th “Page” of 221TOC1stPreviousNextBottomJust 134th

 

sixteenth, to the Class B-2 Certificates, up to the Class B-2 Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

seventeenth, any remaining Principal Distribution Amount will be distributed as part of the Monthly Excess Cashflow Amount as set forth in Section 4.02(b).

With respect to the Group 2 Certificates, all principal distributions will be distributed to the Group 2 Sequential Certificates and the Class A-2 MZ Certificates, on a pro rata basis, based on the Certificate Principal Balance of such Classes of Certificates. Prior to the Subordination Depletion Date, all principal distributions to the Group 2 Sequential Certificates will be distributed sequentially, first, to the Holders of the Class A-2A Certificates until the Certificate Principal Balance of the Class A-2A Certificates is reduced to zero, second, to the Holders of the Class A-2B Certificates until the Certificate Principal Balance of the Class A-2B Certificates is reduced to zero, third, to the Holders of the Class A-2C Certificates until the Certificate Principal Balance of the Class A-2C Certificates is reduced to zero and fourth, to the Holders of the Class A-2D Certificates until the Certificate Principal Balance of the Class A-2D Certificates is reduced to zero. On or after the Subordination Depletion Date, all principal distributions to the Group 2 Sequential Certificates will be distributed concurrently, to the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, on a pro rata basis, based on the Certificate Principal Balance of such Classes of Certificates until the Certificate Principal Balances of such Certificates is reduced to zero.

(b)        On each Distribution Date, any Monthly Excess Cashflow Amount shall be distributed, to the extent available, in the following order of priority on such Distribution Date:

(i)   to the Holders of the Class A Certificates, on a pro rata basis based on the entitlement of each such Class, first, any remaining Accrued Certificate Interest for such Classes and second, any Interest Carry Forward Amounts for such classes;

(ii)          to the Holders of the Class A-2MZ Certificates, an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(iii)         to the Holders of the Class M-1 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(iv)         to the Holders of the Class M-2 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(v)          to the Holders of the Class M-3 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry

 



EX-4135th “Page” of 221TOC1stPreviousNextBottomJust 135th

Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(vi)         to the Holders of the Class M-4 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(vii)        to the Holders of the Class M-5 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(viii)        to the Holders of the Class M-6 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(ix)         to the Holders of the Class M-7 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(x)          to the Holders of the Class M-8 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xi)         to the Holders of the Class M-9 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xii)        to the Holders of the Class M-10 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xiii)        to the Holders of the Class M-11 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xiv)       to the Holders of the Class M-12 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

 



EX-4136th “Page” of 221TOC1stPreviousNextBottomJust 136th

 

(xv)        to the Holders of the Class B-1 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xvi)       to the Holders of the Class B-2 Certificates, first, in an amount equal to any remaining Accured Certificate Interest, second, in an amount equal to any Interest Carry Forward amount and third, in an amount equal to any Realized Loss Amortization Amount for such class for such Distribution Date;

(xvii)       first, to the Class A Certificates, on a pro rata basis based on the Cap Carryover Amounts for each such Class, and then sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, in that order, any Cap Carryover Amount for such Class from the Cap Carryover Reserve Account;

(xviii)      to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event; and

(xix)       to pay to the Class CE Certificates, up to the Class CE Distributable Amount for such Distribution Date.

On each Distribution Date, there shall be distributed to the Holder of the Class R Certificate in respect of the Class R-1 Interest, any remaining amount in the Distribution Account on such date after the application pursuant to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xix).

(c)        On each Distribution Date, after making the distributions of the Available Funds, Monthly Excess Cashflow and amounts on deposit in the Cap Carryover Reserve Account as set forth above, the Trustee shall distribute the amount on deposit in the Swap Account as follows:

first, to the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement for such Distribution Date;

second, to the Swap Provider, any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement;

third, concurrently, to each Class of Class A Certificates, the related Accrued Certificate Interest and Interest Carry Forward Amount remaining undistributed after the distributions of the Group 1 Interest Remittance Amount and the Group 2 Interest Remittance Amount, on a pro rata basis based on such respective remaining Accrued Certificate Interest and Interest Carry Forward Amount,

fourth, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, in that order, the related Accrued Certificate Interest and Interest

 



EX-4137th “Page” of 221TOC1stPreviousNextBottomJust 137th

Carry Forward Amount, to the extent remaining undistributed after the distributions of the Group 1 Interest Remittance Amount, the Group 2 Interest Remittance Amount and the Monthly Excess Cashflow;

fifth, to the holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount necessary to maintain the applicable Targeted Overcollateralization Amount after taking into account distributions made pursuant to Section 4.02(b)(i);

sixth, concurrently, to each Class of Class A Certificates, the related Cap Carryover Amount, to the extent remaining undistributed after distributions are made from the Cap Carryover Reserve Account, on a pro rata basis based on such respective Cap Carryover Amounts remaining;

seventh, sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, in that order, the related Cap Carryover Amount, to the extent remaining undistributed after distributions are made from the Cap Carryover Reserve Account; and

eighth, sequentially, to the Class A-2MZ, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12, Class B-1 and Class B-2 Certificates, to the extent of any remaining related Realized Loss Amortization Amount for such Class.

(c)        On each Distribution Date, the Trustee shall withdraw any amounts then on deposit in the Distribution Account that represent Prepayment Charges collected by the Servicer in connection with the Principal Prepayment in full of any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge Payment Amount and shall distribute such amounts to the Holders of the Class P Certificates.

(d)        Any amounts distributed to the Floating Rate Certificates in respect of interest pursuant to Section 4.01(b)(xlii) which constitute Cap Carryover Amounts shall first be deemed distributed by REMIC 4 as a distribution to the Class CE Certificates, and then distributed to the Floating Rate Certificates.

(e)        On each Distribution Date, Unpaid Realized Loss Amounts on the Floating Rate Certificates will be reduced by the amount of any Subsequent Recoveries received during the related Prepayment Period in the same order as Realized Loss Amortization Amounts are paid to the Floating Rate Certificates pursuant to Section 4.02(b) above.

Section 4.03  

Allocation of Losses.

Any Applied Realized Loss Amount for a Distribution Date will be allocated against the Class B-2, Class B-1, Class M-12, Class M-11, Class M-10, Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates and with respect to any additional losses on the Group 2 Mortgage Loans, to the Class A-2MZ

 



EX-4138th “Page” of 221TOC1stPreviousNextBottomJust 138th

Certificates, in that order and until the respective Certificate Principal Balances thereof are reduced to zero.

Section 4.04  

Method of Distribution.

The Trustee shall make distributions in respect of a Distribution Date to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution), in the case of Certificateholders of the Certificates, by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of such Certificates, or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the Trustee may deduct a reasonable wire transfer fee from any payment made by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates held by such Certificateholders.

Section 4.05  

Distributions on Book-Entry Certificates.

Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Servicer shall have any responsibility therefor except as otherwise provided by applicable law.

Section 4.06  

Statements.

(a)        On each Distribution Date, based on the Mortgage Loan information contained in the Remittance Report, the Trustee shall prepare and post on its website at www.ctslink.com, a statement (the “Distribution Date Statement”) as to the distributions made on such Distribution Date:

(i)   the amount of the distribution made on such Distribution Date to the Holders of each Class of Certificates allocable to principal, separately identified and the amount of the distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges, Originator Prepayment Charge Payment Amounts and Servicer Prepayment Charge Payment Amounts;

(ii)          the amount of the distribution made on such Distribution Date to the Holders of each Class of Certificates allocable to interest or Class CE Distributable Amount, separately identified;

 



EX-4139th “Page” of 221TOC1stPreviousNextBottomJust 139th

 

(iii)         the Overcollateralization Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency and the Targeted Overcollateralization Amount as of such Distribution Date and the Monthly Excess Interest Amount and Monthly Excess Cashflow Amount for such Distribution Date;

(iv)         the aggregate amount of servicing compensation received by the Servicer during the related Collection Period;

(v)          the aggregate amount of Advances for the related Collection Period, cumulative unreimbursed Advances and Servicing Advances and cumulative Nonrecoverable Advances;

(vi)         the Pool Balance, at the close of business at the end of the related Collection Period;

(vii)        the number, weighted average remaining term to maturity, the weighted average Mortgage Interest Rate of the Mortgage Loans as of the related Due Date and number and aggregate Principal Balance of all Subsequent Mortgage Loans added during the preceding Prepayment Period;

(viii)        the number and aggregate unpaid principal balance of Mortgage Loans (a) 30 to 59 days past due on a contractual basis, (b) 60 to 89 days past due on a contractual basis, (c) 90 or more days past due on a contractual basis, (d) as to which foreclosure proceedings have been commenced and (e) in bankruptcy as of the close of business on the last day of the calendar month preceding such Distribution Date;

(ix)         with respect to any Mortgage Loan that became an REO Property during the preceding calendar month, the loan number of such Mortgage Loan, the unpaid Principal Balance of the REO Property as of the close of business on the last Business Day of such calendar month and the Principal Balance of such Mortgage Loan as of the date it became an REO Property;

(x)          the book value of any REO Property as of the close of business on the last Business Day of the calendar month preceding the Distribution Date, and, cumulatively, the total number and cumulative principal balance of all REO Properties as of the close of business of the last day of the preceding Collection Period;

(xi)         separately stated for each Loan Group, the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xii)        separately stated for each Loan Group, the aggregate amount of Realized Losses incurred during the related Collection Period and the cumulative amount of Realized Losses;

(xiii)        the Certificate Principal Balance of each Class of Certificates, after giving effect to the distributions, and allocations of Realized Losses or Applied Realized Loss

 



EX-4140th “Page” of 221TOC1stPreviousNextBottomJust 140th

Amounts, as applicable, made on such Distribution Date, separately identifying any reduction thereof due to allocations of Realized Losses or Applied Realized Loss Amounts;

(xiv)       the Accrued Certificate Interest in respect of each Class of Certificates for such Distribution Date and any related Cap Carryover Amounts, and the respective portions thereof, if any, remaining unpaid following the distributions made in respect of such Certificates on such Distribution Date;

(xv)        the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Servicer pursuant to Section 3.23;

(xvi)       the Cap Carryover Amounts distributed on such Distribution Date, the amounts remaining after giving effect to distributions thereof on such Distribution Date and the amount of all Cap Carryover Amounts covered by withdrawals from the Cap Carryover Reserve Account;

(xvii)       for the distribution occurring on the Distribution Date immediately following the end of the Funding Period, the balance on deposit in the Group 1 Pre-Funding Account and/or the Group 2 Pre-Funding Account that has not been used to purchase Subsequent Group 1 Mortgage Loans and/or Subsequent Group 2 Mortgage Loans, as applicable, and that is being distributed to the related Class A Certificates as a mandatory distribution of principal, if any, on such Distribution Date.

(xviii)      any Overcollateralization Deficiency after giving effect to the distribution of principal on such Distribution Date;

(xix)       whether a Trigger Event has occurred and is continuing, and the cumulative Realized Losses, as a percentage of the original Pool Balance;

(xx)  

the Available Funds;

(xxi)       the rate at which interest accrues for each Class of Certificates for such Distribution Date;

(xxii)       the information contained in the Liquidation Report for such Distribution Date;

(xxiii)      the aggregate Principal Balance of Mortgage Loans purchased by the Servicer, the Originator or the Seller during the related Prepayment Period and indicating the section of this Agreement requiring or allowing the purchase of each such Mortgage Loan;

(xxiv)  

the amount of the Credit Risk Manager Fee paid;

(xxv)      the Mortgage Loan identifying number of each Mortgage Loan with a Prepayment Charge that was the subject of a Principal Prepayment in full during the related Collection Period, the Prepayment Charge listed on each related Mortgage Note and the

 



EX-4141st “Page” of 221TOC1stPreviousNextBottomJust 141st

Prepayment Charge collected, the Servicer Prepayment Charge Payment Amount paid by the Servicer or the Originator Prepayment Charge Payment Amount paid by the Originator with respect to each such Mortgage Loan;

(xxvi)      the amount of Subsequent Recoveries received during the related Prepayment Period;

(xxvii)  

the amount of any Net Swap Payments or Swap Termination Payments.

The Trustee may fully rely upon and shall have no liability with respect to information with respect to the Mortgage Loans provided by the Servicer.

In the case of information furnished pursuant to subclauses (i), (ii) and (xiii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-off Date.

(b)        Within a reasonable period of time after the end of each calendar year, the Trustee shall furnish to the NIMS Insurer and each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i), (ii), (xiv) and (xvii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time.

(c)        On each Distribution Date, the Trustee shall forward to each Residual Certificateholder a copy of the reports forwarded to the Regular Certificateholders in respect of such Distribution Date with such other information as the Trustee deems necessary or appropriate. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to a Residual Certificateholder by the Trustee pursuant to any requirements of the Code as from time to time in force.

Section 4.07  

Remittance Reports; Advances.

(a)        On the third Business Day following each Determination Date but in no event later than the 20th day of each month (or if such 20th day is not a Business Day, the preceding Business Day), the Servicer shall deliver to the Trustee and the NIMS Insurer by telecopy (or by such other means as the Servicer, the NIMS Insurer and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. On the same date, the Servicer shall electronically forward to the Trustee in such medium as may be agreed between the Servicer and the Trustee the information set forth in such Remittance Report with respect to the related Distribution Date and such information reasonably available to the Servicer necessary in order for the Trustee to perform the calculations necessary to make the distributions and allocations contemplated by Section 4.01, 4.02 and 4.03 and to prepare the

 



EX-4142nd “Page” of 221TOC1stPreviousNextBottomJust 142nd

Distribution Date Statement. The Trustee shall not be responsible to recompute, recalculate or verify any information provided to it by the Servicer.

(b)        The amount of Advances to be made by the Servicer for any Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the aggregate amount of Monthly Payments (net of the related Servicing Fee), due during the related Collection Period in respect of the Mortgage Loans, other than Balloon Payments, which Monthly Payments were delinquent on a contractual basis as of the close of business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Collection Period and as to which REO Property an REO Disposition did not occur during the related Collection Period, an amount equal to the excess, if any, of the REO Imputed Interest on such REO Property for such Collection Period, over the net income from such REO Property transferred to the Distribution Account pursuant to Section 3.13 for distribution on such Distribution Date.

On or before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer shall remit in immediately available funds to the Trustee for deposit in the Distribution Account an amount equal to the aggregate amount of Advances, if any, to be made in respect of the Mortgage Loans for the related Distribution Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case it will cause to be made an appropriate entry in the records of the Collection Account that amounts held for future distribution have been, as permitted by this Section 4.07, used by the Servicer in discharge of any such Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of Advances to be made by the Servicer with respect to the Mortgage Loans. Any amounts held for future distribution and so used shall be appropriately reflected in the Servicer’s records and replaced by the Servicer by deposit in the Collection Account on or before any future Servicer Remittance Date to the extent that the Available Funds for the related Distribution Date (determined without regard to Advances to be made on the Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 and 4.02 on such Distribution Date if such amounts held for future distributions had not been so used to make Advances. The Trustee will provide notice to the Servicer and NIMS Insurer by telecopy by the close of business on any Servicer Remittance Date in the event that the amount remitted by the Servicer to the Trustee on such date is less than the Advances required to be made by the Servicer for the related Distribution Date, as set forth in the related Remittance Report.

(c)        The obligation of the Servicer to make such Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan, shall continue until the earlier of such time as the Trust acquires title to the related Mortgaged Property or such Mortgage Loan is paid in full by the Mortgagor or disposed of by the Trust, or until the recovery of all Liquidation Proceeds thereon.

(d)        Notwithstanding anything herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by the Servicer if such Advance would, if made, constitute a Nonrecoverable Advance. The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a

 



EX-4143rd “Page” of 221TOC1stPreviousNextBottomJust 143rd

Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the Servicer delivered to the Depositor, the NIMS Insurer and the Trustee. The Trustee shall be entitled to conclusively rely upon any such determination by the Servicer.

Section 4.08  

REMIC Distributions.

(a)        On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

With respect to the Group 1 Mortgage Loans:

(i)         to the Holders of REMIC Regular Interest I, REMIC 1 Regular Interest I-PF and REMIC 1 Regular Interest P in an amount equal to (A) the Uncertificated Interest for each REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(ii)         to the Holders of REMIC 1 Regular Interest P, on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; and

(iii)        to the Holders of REMIC 1 Regular Interest I and REMIC 1 Regular Interest I-PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a)         to the Holders of REMIC 1 Regular Interest I, until the Uncertificated Balance of REMIC 1 Regular Interest I is reduced to zero;

(b)         to the Holders of REMIC 1 Regular Interest I-PF, until the Uncertificated Balance of REMIC 1 Regular Interest I-PF is reduced to zero; and

(c)         any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-I Interest);

provided, however, that for the first three Distribution Dates, such amounts relating to the Initial Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I and such amounts relating to the Subsequent Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I-PF.

With respect to the Group 2 Mortgage Loans:

(i)         to the Holders of REMIC Regular Interest II, REMIC 1 Regular Interest II-PF and REMIC 1 Regular Interest P in an amount equal to (A) the Uncertificated

 



EX-4144th “Page” of 221TOC1stPreviousNextBottomJust 144th

Interest for each REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(ii)         to the Holders of REMIC 1 Regular Interest P, on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; and

(iii)        to the Holders of REMIC 1 Regular Interest II and REMIC 1 Regular Interest II-PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

(a)         to the Holders of REMIC 1 Regular Interest II, until the Uncertificated Balance of REMIC 1 Regular Interest II is reduced to zero;

(b)         to the Holders of REMIC 1 Regular Interest II-PF, until the Uncertificated Balance of REMIC 1 Regular Interest II-PF is reduced to zero; and

(c)         any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-1 Interest);

provided, however, that for the first three Distribution Dates, such amounts relating to the Initial Group 2 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II and such amounts relating to the Subsequent Group 2 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II-PF.

(b)        On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be:

(A)

to Holders of each of REMIC 2 Regular Interest I, REMIC I Regular Interest P and REMIC 2 Regular Interest I-1-A through I-50-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(B)

to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC 2 Regular Interest I until the Uncertificated Balance is reduced to zero and second, to REMIC 2 Regular interests I-1-A through I-50-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC 2 Regular Interest is reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 2 Regular Interests, and second, to the extent of the

 



EX-4145th “Page” of 221TOC1stPreviousNextBottomJust 145th

product of (a) any Overcollateralization Release Amounts multiplied by (b) a fraction, the numerator of which is the aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC 2 Regular Interest I until the Uncertificated Balance of such REMIC 2 Regular Interest is reduced to zero; and

(C)

to the Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause.

             (2) On each Distribution Date, the Trustee shall cause the Available Distribution Amount with respect to the Group 2 Loans, in the following order of priority, to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Group 2 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be:

(A)

to Holders of each of REMIC 2 Regular Interest II and REMIC 2 Regular Interest II-1-A through II-50-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(B)

to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC 2 Regular Interest II until the Uncertificated Balance is reduced to zero and second, to REMIC 2 Regular interests II-1-A through II-103-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC 2 Regular Interest is reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 2 Regular Interests, and second, to the extent of the product of (a) any Overcollateralization Release Amounts multiplied by (b) a fraction, the numerator of which is the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans and the denominator of which is the aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC 2 Regular Interest II until the Uncertificated Balance of such REMIC 2 Regular Interest is reduced to zero; and

(C)

to the Holders of REMIC 2 Regular Interest P, on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges.

 

 



EX-4146th “Page” of 221TOC1stPreviousNextBottomJust 146th

 

(c)        On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed by REMIC 3 to REMIC 4 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-3 Interest), as the case may be:

(i)         to the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Datesto Holders of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1, REMIC 3 Regular Interest LTB2, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 3 Regular Interest LTZZ shall be reduced and deferred when the REMIC 3 Overcollateralized Amount is less than the REMIC 3 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum LTZZ Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTB2 in the same proportion as the Overcollateralization Deficiency is allocated to the Corresponding Certificates and REMIC 3 Regular Interest LTZZ shall be increased by such amount;

(ii)        to Holders of REMIC 1 Regular Interest LTSUB, REMIC 1 Regular Interest LTGRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1 Regular Interest LTXX, pro rata, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(iii)        to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder of the REMIC 3 Marker Allocation Percentage of Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:

 



EX-4147th “Page” of 221TOC1stPreviousNextBottomJust 147th

 

(1)        to REMIC 3 Regular Interest LTAA, 98.00% of such remainder, until the Uncertificated Balance of such Uncertificated REMIC 3 Regular Interest is reduced to zero;

(2)        to REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2A, REMIC 3 Regular Interest LTA2B, REMIC 3 Regular Interest LTA2C, REMIC 3 Regular Interest LTA2D, REMIC 3 Regular Interest LTA2MZ, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTM11, REMIC 3 Regular Interest LTM12, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTB2, 1.00% of such remainder, in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC 3 Regular Interests are reduced to zero; then

(3)        to REMIC 3 Regular Interest LTZZ, 1.00% of such remainder, until the Uncertificated Balance of such REMIC 3 Regular Interest is reduced to zero;

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Aggregate Overcollateralization Release Amount shall be allocated to (i) REMIC 3 Regular Interest LTAA and (ii) REMIC 3 Regular Interest LTZZ, respectively; and

(iv)       to the Holders of REMIC 3 Regular Interests, in an amount equal to the REMIC 3 Sub WAC Allocation Percentage of Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, such that distributions of principal shall be deemed to be made to the REMIC 3 Regular Interests first, so as to keep the Uncertificated Balance of each REMIC 3 Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Principal Balance of the Mortgage Loans in the related group of Mortgage Loans; second, to each REMIC 3 Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC 3 Regular Interest is equal to 0.01% of the excess of (x) the aggregate Principal Balance of the Mortgage Loans in the related group of Mortgage Loans over (y) the aggregate current Certificate Principal Balance of the Class A Certificates in the related group of Mortgage Loans (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC 1 Regular Interests such that the REMIC 3 Subordinated Balance Ratio is maintained); and third, any remaining principal to REMIC 3 Regular Interest LTXX.

(d)  

The Trustee shall cause the following allocation of losses:

 

 



EX-4148th “Page” of 221TOC1stPreviousNextBottomJust 148th

 

(i)         The aggregate amount of any Prepayment Interest Shortfalls and the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, (a) with respect to the Group 1 Mortgage Loans, to REMIC 1 Regular Interest I and REMIC 1 Regular Interest I-PF, in each case to the extent of one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Balance of each such REMIC 1 Regular Interest; provided, however, with respect to the first three Distribution Dates, such amounts relating to the Initial Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I and such amounts relating to the Subsequent Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I-PF and (b) with respect to the Group 2 Mortgage Loans, to REMIC 1 Regular Interest II and REMIC 1 Regular Interest II-PF, in each case to the extent of one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Balance of each such REMIC 1 Regular Interest; provided, however, with respect to the first three Distribution Dates, such amounts relating to the Initial Group 2 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II and such amounts relating to the Subsequent Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II-PF.

(ii)        The aggregate amount of any Prepayment Interest Shortfalls and the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Loan Group 1 for any Distribution Date shall be allocated first, REMIC 2 Regular Interest I and to the REMIC 2 Group I Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Balances of each such REMIC 2 Regular Interest , and then, to REMIC 2 Group I Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Balances of each such REMIC 2 Regular Interest. The aggregate amount of any Prepayment Interest Shortfalls and the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Loan Group 2 for any Distribution Date shall be allocated first,, REMIC 2 Regular Interest II and to the REMIC 2 Group II Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Balances of each such REMIC 2 Regular Interest , and then, to REMIC 2 Group II Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Balances of each such REMIC 2 Regular Interest.

(iii)        The REMIC 3 Marker Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls and the REMIC 3 Marker Allocation Percentage of the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2A, REMIC 1 Regular Interest LTA2B, REMIC 1 Regular Interest LTA2C, REMIC 1 Regular Interest LTA2D, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular

 



EX-4149th “Page” of 221TOC1stPreviousNextBottomJust 149th

Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTM11, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Balance of each such REMIC 1 Regular Interest;

(iv)       The REMIC 3 Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls and the REMIC 3 Sub WAC Allocation Percentage of the aggregate amount of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to REMIC 3 Regular Interest LTSUB, REMIC 1 Regular Interest LTGRP, REMIC 1 Regular Interest LT2SUB, REMIC 3 Regular Interest LT2GRP and REMIC 1 Regular Interest LTXX, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated Balance of each such REMIC 3 Regular Interest;

(v)        With respect to the REMIC 1 Regular Interests, all Realized Losses on the Group 1 Loans shall be allocated shall be allocated by the Trustee on each Distribution Date first to REMIC 1 Regular Interest I and REMIC 1 Regular Interest I-PF, until the Uncertificated Balance of each such REMIC 1 Regular Interest has been reduced to zero; provided however, with respect to the first two Distribution Dates, all Realized Losses on the Initial Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I, until the Uncertificated Balance thereof has been reduced to zero, and all Realized Losses on the Subsequent Group 1 Mortgage Loans shall be allocated to REMIC 1 Regular Interest I-PF until the Uncertificated Balance thereof has been reduced to zero.

All Realized Losses on the Group 2 Mortgage Loans shall be allocated by the Trustee on each Distribution Date, first to REMIC 1 Regular Interest II and REMIC 1 Regular Interest II-PF, until the Uncertificated Balance of each such REMIC 1 Regular Interest has been reduced to zero; provided however, with respect to the first two Distribution Dates, all Realized Losses on the Initial Group 2 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II, until the Uncertificated Balance thereof has been reduced to zero, and all Realized Losses on the Subsequent Group 2 Mortgage Loans shall be allocated to REMIC 1 Regular Interest II-PF until the Uncertificated Balance thereof has been reduced to zero.

(vi)       With respect to the REMIC 2 Regular Interests, all Realized Losses on the Group 1 Loans shall be allocated shall be allocated by the Trustee on each Distribution Date first, to REMIC 2 Regular Interest I until the Uncertificated Balance has been reduced to zero, and second, to REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest I-50-B, starting with the lowest numerical denomination until such REMIC 2 Regular Interest has been reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC 2 Regular Interests. All Realized Losses on the Group 2 Loans shall be allocated on each Distribution Date first, to REMIC 2 Regular Interest II until the Uncertificated Balance

 



EX-4150th “Page” of 221TOC1stPreviousNextBottomJust 150th

has been reduced to zero, and second, to REMIC 2 Regular Interest II-1-A through REMIC 2 Regular Interest II-50-B, starting with the lowest numerical denomination until such REMIC 2 Regular Interest has been reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC 2 Regular Interests.

(vii)       The REMIC 1 Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC 3 Regular Interests in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 3 Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 3 Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTB2 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTB2 has been reduced to zero, fourth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTB1 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTB1 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM12 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTM12 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM11 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTM11 has been reduced to zero; seventh to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTM10 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC 3 Regular Interest LTM9 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM8 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM8 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM7 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM7 has been reduced to zero; eleventh, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM6 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM6 has been reduced to zero; twelfth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM5 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM5 has been reduced to zero; thirteenth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM4 and REMIC 3 Regular Interest

 



EX-4151st “Page” of 221TOC1stPreviousNextBottomJust 151st

LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM4 has been reduced to zero; fourteenth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM3 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM3 has been reduced to zero; fifteenth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM2 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM2 has been reduced to zero; sixteenth, to the Uncertificated Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM1 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balances of REMIC 3 Regular Interest LTM1 has been reduced to zero; and

(viii)      The REMIC 3 Sub WAC Allocation Percentage of all Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Balance of each REMIC 3 Regular Interest ending with the designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC 3 Regular Interest ending with the designation “SUB,” so that the Uncertificated Balance of each such REMIC 3 Regular Interest is equal to 0.01% of the excess of (x) the aggregate Principal Balance of the Mortgage Loans in the related Loan Group over (y) the aggregate current Certificate Principal Balances of the Class A Certificates in the related group of Mortgage Loans (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC 3 Regular Interests such that the REMIC 3 Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC 3 Regular Interest LTXX.

(e)        Notwithstanding anything to the contrary contained herein, the above distributions in this Section 4.08 (other than on the Certificates) are deemed distributions, and distributions of funds from the Distribution Account shall be made only in accordance with Sections 4.01 and 4.02 hereof.

Section 4.09  

Swap Account.

A separate trust is hereby established (the “Supplemental Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate Swap Agreement and (ii) $1,000. The Supplemental Interest Trust shall be maintained by the the Trustee. No later than the Closing Date, the Trustee shall establish and maintain a separate, segregated trust account to be held in the Supplemental Interest Trust, titled, “Wells Fargo Bank, N.A. as Trustee, in trust for the registered holders of ABFC Asset-Backed Certificates, Series 2005-WMC1—Swap Account.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested.

On each Distribution Date, prior to any distribution to any Certificate, the Trustee shall deposit into the Swap Account: (i) the amount of any Net Swap Payment or Swap Termination Payment

 



EX-4152nd “Page” of 221TOC1stPreviousNextBottomJust 152nd

(other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Trustee, for distribution in accordance with subsection (d) below. For federal income tax purposes, any amounts paid to the Swap Provider on each Distribution Date shall first be deemed paid to the Swap Provider in respect of REMIC 7 Regular Interest Swap-IO to the extent of the amount distributable on REMIC 7 Regular Interest Swap-IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Provider in respect of a Class IO Distribution Amount (as defined below). Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to the Interest Rate Swap Agreement will be subordinated to distributions to the Holders of the Class A Certificates, Class B Certificates, and Class M Certificates and shall be paid as set forth under Section 4.02(b)(xviii).

(a)        For federal income tax purposes, the Swap Account shall be owned by the majority Holder of the Class CE Certificates.

(b)        To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Trustee, any obligation of the Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust.

(c)        The Trustee shall treat the Holders of Certificates (other than the Class P, Class CE and Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class CE Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class CE and Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class CE Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such Certificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the applicable Cap, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class CE Certificates shall be treated as having agreed to pay Cap Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class CE, Class P and Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC 4 and as having been paid by such Holders to the Trustee pursuant to the notional principal contract. Thus, each Certificate (other

 



EX-4153rd “Page” of 221TOC1stPreviousNextBottomJust 153rd

than the Class P and Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC 4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

Section 4.10  

Tax Treatment of Swap Payments and Swap Termination Payments.

For federal income tax purposes, each holder of a Class A or Class M Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Cap Carryover Reserve Account or the Swap Account in respect of the Cap Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Class A and Class M Certificate as follows: each Class A and Class M Certificate will be treated as receiving their entire payment from REMIC 3 (regardless of any Swap Termination Paymen or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Class A or Class M Certificate. Resecuritization of any Class A or Class M Certificate in a REMIC will be permissible only if the Trustee hereunder is the trustee in such resecuritization.

(a)        The REMIC regular interest corresponding to a Class A or Class M Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the applicable Cap computed for this purpose by limiting the Base Calculation Amount of the Interest Rate Swap Agreement to the aggregate Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Class A or Class M Certificate may exceed the actual amount of distributions on the Class A or Clas M Certificate.

Section 4.11

Pre-Funding Accounts.

(b)        No later than the Closing Date,