TRUST AGREEMENT
THIS TRUST AGREEMENT dated as of March 1, 2001 (this "Agreement"), among
SAXON ASSET SECURITIES COMPANY, a Virginia corporation (the "Depositor"), SAXON
MORTGAGE, INC., a Virginia corporation, as Master Servicer (the "Master
Servicer"), and BANKERS TRUST COMPANY, a New York corporation, as Trustee, under
this Agreement and the Standard Terms to Trust Agreement (February 2000 Edition)
(the "Standard Terms"), all the provisions of which, unless otherwise specified
herein, are incorporated herein and shall be a part of this Agreement as if set
forth herein in full (this Agreement with the Standard Terms so incorporated,
the "Trust Agreement").
PRELIMINARY STATEMENT PRELIMINARY STATEMENT
The Board of Directors of the Depositor has duly authorized the formation
of a trust (the "Trust") to issue a series of asset backed certificates with an
aggregate initial Certificate Principal Balance of $490,000,000 to be known as
the Saxon Asset Securities Trust 2001-1, Mortgage Loan Asset Backed
Certificates, Series 2001-1 (the "Certificates"). The Certificates in the
aggregate evidence the entire beneficial ownership in the Trust. The
Certificates consist of the following: the Class AF-1, Class AF-2, Class AF-3,
Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class
AV-1, Class MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1,
Class C and Class R Certificates.
In accordance with Section 10.01 of the Standard Terms, the Trustee will
make elections to treat each of the segregated pools of assets described below
as a real estate mortgage investment conduit (each a "REMIC" or, in the
alternative, the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING REMIC).
The Certificates, other than the Class R Certificates, represent ownership of
the regular interests in the ISSUING REMIC for purposes of the REMIC Provisions.
The Class R Certificates represents ownership of the sole class of residual
interest in each of the POOLING REMIC, the SECOND-TIER REMIC, and the ISSUING
REMIC for purposes of the REMIC Provisions. The ISSUING REMIC shall hold as its
assets the several classes of uncertificated Lower Tier Interests in the
SECOND-TIER REMIC, other than the Class LT2-R Interest, and each such Lower Tier
Interest is hereby designated as a regular interest in the SECOND-TIER REMIC for
purposes of the REMIC Provisions. The SECOND-TIER REMIC shall hold as its assets
the several classes of uncertificated Lower Tier Interests in the POOLING REMIC,
other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby
designated as a regular interest in the POOLING REMIC. The POOLING REMIC shall
hold as its assets the property of the Trust Estate other than the Lower Tier
Interests in the POOLING REMIC and the SECOND-TIER REMIC, the Prefunding Account
and the Capitalized Interest Account. The startup day for each REMIC created
hereby for purposes of the REMIC Provisions is the Closing Date. In addition,
for purposes of the REMIC Provisions, the latest possible maturity date for each
regular interest in each REMIC created hereby is the Distribution Date in March
2033.
POOLING REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the POOLING REMIC Lower
Tier Interests.
POOLING REMIC POOLING REMIC
Lower Tier Class Lower Tier Initial Class
Designation Interest Rate Principal Amount
----------- ------------- ----------------
Class LT1F-1 (1) $ 203,630,050
Class LT1F-2 (1) 8,410,000
Class LT1F-3 (1) 5,230,000
Class LT1F-4 (1) 22,330,000
Class LT1F-5 (1) 4,180,000
Class LT1F-6 (1) 36,220,000
Class LT1V-1 (2) 174,690,050
Class LT1V-2 (2) 4,150,000
Class LT1V-3 (2) 5,200,000
Class LT1V-4 (2) 6,230,000
Class LT1V-5 (2) 4,150,000
Class LT1V-6 (2) 15,580,000
Class LT1-R (3) (3)
(1) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for these Interests is a per annum rate equal to the
weighted average of the Net Rates of the Mortgage Loans in Group I as of
the first day of the calendar month immediately preceding the Distribution
Date.
(2) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for these Interests is a per annum rate equal to the
weighted average of the Net Rates of the Mortgage Loans in Group II as of
the first day of the calendar month immediately preceding the Distribution
Date.
(3) The Class LT1-R Interest is the sole class of residual interest in the
POOLING REMIC. It does not have an interest rate or a principal balance.
On each Distribution Date, interest is payable on each POOLING REMIC Lower
Tier Regular Interest at the rate shown above.
On each Distribution Date, all collections and other recoveries
attributable to principal of the Mortgage Loans in Group I, and all Realized
Losses attributable to the Mortgage Loans in Group I, shall be allocated first
to the Class LT1F-1 Interest until its principal balance is reduced to zero, and
then to each of the remaining Lower Tier Interests in the POOLING REMIC having a
Class LT1F designation sequentially, in ascending numerical order, until the
principal balance of each such Lower Tier Interest is reduced to zero.
On each Distribution Date, all collections and other recoveries
attributable to principal of the Mortgage Loans in Group II, and all Realized
Losses attributable to the Mortgage Loans in Group II, shall be allocated first
to the Class LT1V-1 Interest until its principal balance is reduced to zero, and
then to each of the remaining Lower Tier Interests in the POOLING REMIC having a
Class LT1V designation sequentially, in ascending numerical order, until the
principal balance of each such Lower Tier Interest is reduced to zero.
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For any Distribution Date, prepayment penalties received with respect to
the Mortgage Loans in Group I and Group II shall be allocated proportionally
among the Lower Tier Interests in the POOLING REMIC in accordance with their
relative principal balances immediately before such Distribution Date.
SECOND-TIER REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the SECOND-TIER REMIC
Lower Tier Interests.
SECOND-TIER SECOND-TIER Corresponding Class
REMIC Lower Tier REMIC Lower Initial Class of Certificates
Class Designation Tier Interest Rate Principal Amount (or Components)
----------------- ------------------ ---------------- ---------------
Class LT2-D (1) $ 140,000,025 N/A
Class LT2-AF-1 (1) 39,500,000 Class AF-1
Class LT2-AF-2 (1) 20,750,000 Class AF-2
Class LT2-AF-3 (1) 19,500,000 Class AF-3
Class LT2-AF-4 (1) 17,300,000 Class AF-4
Class LT2-AF-5 (1) 11,450,000 Class AF-5
Class LT2-AF-6 (1) 14,000,000 Class AF-6
Class LT2-MF-1 (1) 8,400,000 Class MF-1
Class LT2-MF-2 (1) 5,950,000 Class MF-2
Class LT2-BF-1 (1) 3,150,025 Class BF-1
Class LT2-IO-F1 (2) (2) A-IO-I
Class LT2-IO-F2 (3) (3) A-IO-I
Class LT2-IO-F3 (4) (4) A-IO-I
Class LT2-IO-F4 (5) (5) A-IO-I
Class LT2-IO-F5 (6) (6) A-IO-I
Class LT2-Q (7) 105,000,025 N/A
Class LT2-AV-1 (7) 88,200,000 Class AV-1
Class LT2-MV-1 (7) 8,137,500 Class MV-1
Class LT2-MV-2 (7) 5,775,000 Class MV-2
Class LT2-BV-1 (7) 2,887,525 Class BV-1
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SECOND-TIER SECOND-TIER Corresponding Class
REMIC Lower Tier REMIC Lower Initial Class of Certificates
Class Designation Tier Interest Rate Principal Amount (or Components)
----------------- ------------------ ---------------- ---------------
Class LT2-IO-V1 (8) (8) A-IO-II
Class LT2-IO-V2 (9) (9) A-IO-II
Class LT2-IO-V3 (10) (10) A-IO-II
Class LT2-IO-V4 (11) (11) A-IO-II
Class LT2-IO-V5 (12) (12) A-IO-II
Class LT2-R (13) (13)
(1) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for these Interests is a per annum rate equal to the Group
I Net Rate.
(2) The Class LT2-IO F1 Interest has a notional principal balance of $8,410,000
and, for each Distribution Date up to and including the Distribution Date
in September 2002, shall bear interest at a rate of 6.00% and shall not
bear interest thereafter.
(3) The Class LT2-IO F2 Interest has a notional principal balance of $5,230,000
and, for each Distribution Date up to and including the Distribution Date
in December 2002, shall bear interest at a rate of 6.00% and shall not bear
interest thereafter.
(4) The Class LT2-IO F3 Interest has a notional principal balance of
$22,330,000 and, for each Distribution Date up to and including the
Distribution Date in March 2003, shall bear interest at a rate of 6.00% and
shall not bear interest thereafter.
(5) The Class LT2-IO F4 Interest has a notional principal balance of $4,180,000
and, for each Distribution Date up to and including the Distribution Date
in June 2003, shall bear interest at a rate of 6.00% and shall not bear
interest thereafter.
(6) The Class LT2-IO F5 Interest has a notional principal balance of
$36,220,000 and, for each Distribution Date up to and including the
Distribution Date in October 2003, shall bear interest at a rate of 6.00%
and shall not bear interest thereafter.
(7) The interest rate with respect to any Distribution Date (and the related
Accrual Period) for these Interests is a per annum rate equal to the Group
II Net Rate.
(8) The Class LT2-IO V1 Interest has a notional principal balance of $4,150,000
and, for each Distribution Date up to and including the Distribution Date
in September 2001, shall bear interest at a rate of 6.00% and shall not
bear interest thereafter.
(9) The Class LT2-IO V2 Interest has a notional principal balance of $5,200,000
and, for each Distribution Date up to and including the Distribution Date
in March 2002, shall bear interest at a rate of 6.00% and shall not bear
interest thereafter.
(10) The Class LT2-IO V3 Interest has a notional principal balance of $6,230,000
and, for each Distribution Date up to and including the Distribution Date
in December 2002, shall bear interest at a rate of 6.00% and shall not bear
interest thereafter.
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(11) The Class LT2-IO V4 Interest has a notional principal balance of $4,150,000
and, for each Distribution Date up to and including the Distribution Date
in June 2003, shall bear interest at a rate of 6.00% and shall not bear
interest thereafter.
(12) The Class LT2-IO V5 Interest has a notional principal balance of
$15,580,000 and, for each Distribution Date up to and including the
Distribution Date in October 2003, shall bear interest at a rate of 6.00%
and shall not bear interest thereafter.
(13) The Class LT2-R Interest is the sole class of residual interest in the
SECOND-TIER REMIC. It does not have an interest rate or a principal
balance.
On each Distribution Date (and the related Accrual Period), a portion of
the interest that accrues at the rate shown above on the Class LT2-D Interest
shall be deferred and added to the principal balance of the Class LT2-D
Interest. For any Distribution Date, the portion so deferred shall equal 50% of
the increase occurring on such Distribution Date in the Group I
Overcollateralization Amount. Interest so deferred shall be applied to make
principal payments on the other Lower Tier Interests in the SECOND-TIER REMIC.
On each Distribution Date (and the related Accrual Period), a portion of
the interest that accrues at the rate shown above on the Class LT2-Q Interest
shall be deferred and added to the principal balance of the Class LT2-Q
Interest. For any Distribution Date, the portion so deferred shall equal 50% of
the increase occurring on such Distribution Date in the Group II
Overcollateralization Amount. Interest so deferred shall be applied to make
principal payments on the other Lower Tier Interests in the SECOND-TIER REMIC.
On each Distribution Date the Group I Principal Funds, the Group II
Principal Funds, and any interest deferred on the Class LT2-D and Class LT2-Q
Interests, and any Realized Losses, shall be allocated among the Lower Tier
Interests in the SECOND-TIER REMIC in a manner such that immediately following
such Distribution Date:
(a) the principal balance of the Class LT2-AF-1 Interest equals 50% of the
Class AF-1 Certificate Principal Balance;
(b) the principal balance of the Class LT2-AF-2 Interest equals 50% of the
Class AF-2 Certificate Principal Balance;
(c) the principal balance of the Class LT2-AF-3 Interest equals 50% of the
Class AF-3 Certificate Principal Balance;
(d) the principal balance of the Class LT2-AF-4 Interest equals 50% of the
Class AF-4 Certificate Principal Balance;
(e) the principal balance of the Class LT2-AF-5 Interest equals 50% of the
Class AF-5 Certificate Principal Balance;
(f) the principal balance of the Class LT2-AF-6 Interest equals 50% of the
Class AF-6 Certificate Principal Balance;
(g) the principal balance of the Class LT2-MF-1 Interest equals 50% of the
Class MF-1 Certificate Principal Balance;
(h) the principal balance of the Class LT2-MF-2 Interest equals 50% of the
Class MF-2 Certificate Principal Balance;
(i) the principal balance of the Class LT2-BF-1 Interest equals 50% of the
sum of the Class BF-1 Certificate Principal Balance and the Class PF-1
Certificate Principal Balance;
(j) the principal balance of the Class LT2-AV-1 Interest equals 50% of the
Class AV-1 Certificate Principal Balance;
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(k) the principal balance of the Class LT2-MV-1 Interest equals 50% of the
Class MV-1 Certificate Principal Balance;
(l) the principal balance of the Class LT2-MV-2 Interest equals 50% of the
Class MV-2 Certificate Principal Balance;
(m) the principal balance of the Class LT2-BV-1 Interest equals 50% of the
sum of the Class BV-1 Certificate Principal Balance and the Class PV-1
Certificate Principal Balance;
(n) the principal balance of the Class LT2-D Interest equals the excess of
the Assumed Principal Balance for Group I over the sum of the balances
of the Class LT2-AF-1, Class LT2-AF-2, Class LT2-AF-3, Class LT2-AF-4,
Class LT-2-AF-5, Class LT2-AF-6, Class LT2-MF-1, Class LT2-MF-2 and
Class LT2-BF-1 Interests; and
(o) the principal balance of the Class LT2-Q Interest equals the excess of
the Assumed Principal Balance for Group II over the sum of the
balances of the Class LT2-AV-1, Class LT2-MV-1, Class LT2-MV-2 and
Class LT2-BV-1 Interests.
For any Distribution Date, prepayment penalties received with respect to
the Mortgage Loans in Group I in excess of the Group I Pledged Prepayment
Penalties shall be allocated to the Class LT2-BF-1 Interest and prepayment
penalties received with respect to the Mortgage Loans in Group II in excess of
the Group II Pledged Prepayment Penalties shall be allocated to the Class
LT2-BV-1 Interest.
ISSUING REMIC
The following table sets forth (or describes) the class designation,
interest rate, and principal amount for each class of the ISSUING REMIC Lower
Tier Interests.
ISSUING ISSUING Initial Class
REMIC REMIC Principal Amount
Certificate (or Certificate ----------------
Component) Interest
Class --------
Designation Rate
----------- ----
Class AF-1 (1) $79,000,000
Class AF-2 (2) 41,500,000
Class AF-3 (3) 39,000,000
Class AF-4 (4) 34,600,000
Class AF-5 (5) 22,900,000
Class AF-6 (6) 28,000,000
Class A-IO-I (7) (7)
Class MF-1 (8) 16,800,000
Class MF-2 (9) 11,900,000
Class BF-1 (10) 6,300,000
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ISSUING ISSUING Initial Class
REMIC REMIC Principal Amount
Certificate (or Certificate ----------------
Component) Interest
Class --------
Designation Rate
----------- ----
Class PF-1 0% 50
Class AV-1 (11) 176,400,000
Class A-IO-II (12) (12)
Class MV-1 (13) 16,275,000
Class MV-2 (14) 11,550,000
Class BV-1 (15) 5,775,000
Class PV-1 0% 50
Class C (16) (16)
Class R (17) (17)
(1) The Class AF-1 Pass-Through Rate.
(2) The Class AF-2 Pass Through Rate.
(3) The Class AF-3 Pass Through Rate.
(4) The Class AF-4 Pass Through Rate.
(5) The Class AF-5 Pass Through Rate.
(6) The Class AF-6 Pass Through Rate.
(7) The Class A-IO-I Component does not have a principal balance. For any
Distribution Date, the Class A-IO-I Component shall be entitled to all
interest payable for such date with respect to the Class LT2-IO-F1, Class
LT2-IO-F2, Class LT2-IO-F3, Class LT2-IO-F4 and Class LT2-IO-F5 Interests.
(8) The Class MF-1 Pass Through Rate.
(9) The Class MF-2 Pass Through Rate.
(10) The Class BF-1 Pass Through Rate.
(11) The Class AV-1 Pass-Through Rate.
(12) The Class A-IO-II Component does not have a principal balance. For any
Distribution Date, the Class A-IO-II Component shall be entitled to all
interest payable for such date with respect to the Class LT2-IO-V1, Class
LT2-IO-V2, Class LT2-IO-V3, Class LT2-IO-V4 and Class LT2-IO-V5 Interests.
(13) The Class MV-1 Pass-Through Rate.
(14) The Class MV-2 Pass-Through Rate.
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(15) The Class BV-1 Pass-Through Rate.
(16) The Class C Certificate does not have a principal balance. For any
Distribution Date (and the related Accrual Period) the Class C Certificate
shall have a notional principal balance equal to the Assumed Principal
Balance of Group I, and shall accrue interest on such notional principal
balance at a rate equal to the excess of the Group I Net Rate over the
product of (a) 2, and (b) the Adjusted Group I Net Rate. Interest that
accrues on the Class C Certificate will be deferred to the extent such
interest is applied to increase the Group I Overcollateralization Amount.
Any interest so deferred shall not itself bear interest.
(17) The Class R Certificate evidences ownership of the Class LT1-R and Class
LT2-R Interests and also represents the sole class of residual interest in
the ISSUING REMIC. It does not have an interest rate or a principal
balance.
For any Distribution Date, interest, principal, prepayment premiums, and
realized losses shall be allocated among the Certificates ( and Components) in
the manner set out in Section 3.03.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, the Depositor, the Master
Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. STANDARD TERMS; SECTION REFERENCES
(a) (i) The Standard Terms prescribe the duties, responsibilities
and obligations of the Depositor, the Master Servicer and the Trustee with
respect to the Certificates. The Depositor, the Master Servicer and the Trustee
agree to observe and perform such duties, responsibilities and obligations to
the extent they are not inconsistent with the provisions of this Agreement and
acknowledge that, except to the extent inconsistent with the provisions of this
Agreement, the Standard Terms as of the Closing Date, as modified by Sections
1.01 and 1.02 hereof, are and shall be a part of this Agreement to the same
extent as if set forth herein in full.
(ii) With respect to any inconsistency between the provisions of
Section 2.02(b)(A) through 2.02(b)(G) of the Standard Terms and the provisions
of Section 2.3 of the Standard Terms to Custody Agreement relating to this
Agreement, the provisions of the latter shall control.
(b) Unless otherwise specified herein, all references in this Agreement
to sections shall mean sections contained in this Agreement.
(c) Section 2.02(b)(v)(D) of the Standard Terms is amended to add the
following immediately after the words "that such copies bear a reproduction of
such signature or signatures":
", provided, however, that no original assignment shall be required
to be delivered hereunder with respect to any Mortgage Loan that
names the related Custodian as nominee for Sellers or its affiliate
as the originating lender named therein, as mortgagee (or as
beneficiary if the related Security Instrument is a deed of trust
or similar instrument);"
(d) Section 2.02(e) of the Standard Terms is amended to add the
following immediately after the words "possession of such assignment":
", provided, however, that no original assignment shall be required
to be delivered hereunder with respect to any Mortgage Loan that
names the related Servicer, Trustee or Custodian as nominee for
Seller or its affiliate as the originating lender named therein, as
mortgagee (or as beneficiary if the related Security Instrument is
a deed of trust or similar instrument);"
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(e) The definition of "Trustee Mortgage Loan File" in the Standard
Terms is amended to add immediately after the words "assignment submitted for
recordation" in subparagraph (c):
", provided, however, that no original assignment shall be required
to be delivered hereunder with respect to any Mortgage Loan that
names the related Servicer, Trustee or Custodian as nominee for
Seller or its affiliate as the originating lender named therein, as
mortgagee (or as beneficiary if the related Security Instrument is
a deed of trust or similar instrument);"
SECTION 1.02. DEFINED TERMS.
Capitalized terms used but not defined in this Agreement shall have the
respective meanings assigned to them in Section 1.01 of the Standard Terms. In
addition, the following provisions shall govern the defined terms set forth
below for the Trust Agreement. If a term defined in the Standard Terms is also
defined herein, the definition herein shall control.
"ACCRUAL PERIOD": With respect to the Group I Certificates and the Class
A-IO Certificates and each Lower Tier Interest and any Distribution Date, the
calendar month immediately preceding such Distribution Date; a "calendar month"
shall be deemed to be 30 days. With respect to the Group II Certificates and any
Distribution Date, the period commencing on the immediately preceding
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) and ending on the day immediately preceding the current Distribution Date.
All calculations of interest on the Group I Certificates and the Class A-IO
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months and all calculations of interest on the Group II
Certificates will be made on the basis of the actual number of days elapsed in
the related Accrual Period and a year of 360 days.
"ADJUSTED GROUP I NET RATE": For any Distribution Date (and the related
Accrual Period), the weighted average of the interest rates on the Class LT2-D,
Class LT2-AF-1, Class LT2-AF-2, Class LT2-AF-3, Class LT2-AF-4, Class LT2-AF-5,
Class LT2-AF-6, Class LT2-MF-1, Class LT2-MF-2 and Class LT2-BF-1 Interests
computed for this purpose by limiting the interest rate payable on the Class
LT2-D Interest at zero and the rate payable on each of the other above-listed
Lower Tier Interests in the SECOND-TIER REMIC to a rate that corresponds to the
rate payable for such Distribution Date on the Corresponding Class of
Certificates.
"A-IO-I ADJUSTED RATE": As of any Distribution Date, the per annum rate
equal to the product of the Class A-IO Pass Through Rate and a fraction, the
numerator of which is the Class A-IO-I Component Notional Principal Balance for
such Distribution Date, and the denominator of which is the Assumed Principal
Balance of the Mortgage Loans in Group I (before giving effect to any
distributions on such Distribution Date).
"A-IO-II ADJUSTED RATE": As of any Distribution Date, the per annum rate
equal to the product of the Class A-IO Pass Through Rate and a fraction, the
numerator of which is the Class A-IO-II Component Notional Principal Balance for
such Distribution Date, and the denominator of which is the Assumed Principal
Balance of the Mortgage Loans in Group II (before giving effect to any
distributions on such Distribution Date).
"ASSUMED INVESTMENT RATE": 4.00% per annum.
"ASSUMED PRINCIPAL BALANCE": As of any Distribution Date and for each group
of Mortgage Loans, the sum of:
(i) the aggregate Scheduled Principal Balances of the related Mortgage
Loans as of such Distribution Date, plus
(ii) the aggregate amount on deposit in the Pre-Funding Account (less
all amounts representing investment earnings thereon).
"BOOK-ENTRY CERTIFICATES": The Class AF-1, Class AF-2, Class AF-3, Class
AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1,
Class MV-1, Class MV-2, Class BV-1 and Class A-IO Certificates except to the
extent provided in Section 5.03 of the Standard Terms.
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"CALCULATION AGENT": Bankers Trust Company, a New York corporation, and its
successors and assigns in such capacity.
"CAPITALIZED INTEREST ACCOUNT": The account created and maintained with the
Paying Agent by the Trust pursuant to Section 2.03.
"CAPITALIZED INTEREST REQUIREMENT": As to any Distribution Date to and
including the Distribution Date immediately following the end of the Funding
Period, the sum of:
(i) the product of (x) the excess of the Group I Pre-Funded Amount on
the Closing Date over the Principal Balance of any Group I
Subsequent Mortgage Loan transferred to the Trust prior to such
Distribution Date if such loan has a monthly payment that will be
included in the amounts distributed for such Distribution Date, and
(y) the weighted average of the Net Rates for the Mortgage Loans in
Group I, and
(ii) the product of (x) the excess of the Group II Pre-Funded Amount on
the Closing Date over the Principal Balance of any Group II
Subsequent Mortgage Loan transferred to the Trust prior to such
Distribution Date if such loan has a monthly payment that will be
included in the amounts distributed for such Distribution Date, and
(y) the weighted average of the Net Rates for the Mortgage Loans in
Group II.
"CERTIFICATE": Any of the Class AF-1, Class AF-2, Class AF-3, Class AF-4,
Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class
MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C and
Class R Certificates.
"CERTIFICATE REGISTRAR": Bankers Trust Company, a New York corporation, and
its successors and assigns in such capacity.
"CERTIFICATE DEFINITIONS":
"GROUP I CERTIFICATES"
"CLASS AF-1 CERTIFICATE": Any Certificate designated as a "Class
AF-1 Certificate" on the face thereof, in the form of Exhibit AF-1 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-1 Certificates.
"CLASS AF-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-1 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-1 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-1 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class AF-1 Pass-Through Rate for the
related Accrual Period.
"CLASS AF-1 PASS-THROUGH RATE": With respect to any Distribution
Date, the lesser of :
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(x) 5.448% per annum, and
(y) Group I Net Rate for such Distribution Date.
"CLASS AF-2 CERTIFICATE": Any Certificate designated as a "Class
AF-2 Certificate" on the face thereof, in the form of Exhibit AF-2 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-2 Certificates.
"CLASS AF-2 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-2 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-2 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-2 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-2 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of :
(A) Class AF-2 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-2 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class AF-2 Pass-Through Rate for the
related Accrual Period.
"CLASS AF-2 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 5.417% per annum, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS AF-3 CERTIFICATE": Any Certificate designated as a "Class
AF-3 Certificate" on the face thereof, in the form of Exhibit AF-3 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-3 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-3 Certificates.
"CLASS AF-3 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-3 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-3 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-3 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-3 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-3 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-3 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class AF-3 Pass-Through Rate for the
related Accrual Period.
11
"CLASS AF-3 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 5.752% per annum, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS AF-4 CERTIFICATE": Any Certificate designated as a "Class
AF-4 Certificate" on the face thereof, in the form of Exhibit AF-4 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-4 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-4 Certificates.
"CLASS AF-4 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-4 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-4 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-4 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-4 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-4 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-4 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class AF-4 Pass-Through Rate for the
related Accrual Period.
"CLASS AF-4 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 6.310% per annum, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS AF-5 CERTIFICATE": Any Certificate designated as a "Class
AF-5 Certificate" on the face thereof, in the form of Exhibit AF-5 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-5 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-5 Certificates.
"CLASS AF-5 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-5 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-5 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-5 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-5 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-5 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-5 with
respect to interest on such prior Distribution
Dates, and
12
(ii) interest thereon at the Class AF-5 Pass-Through Rate for the
related Accrual Period.
"CLASS AF-5 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 6.853% per annum plus, after the Initial Optional
Termination Date, 0.50%, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS AF-6 CERTIFICATE": Any Certificate designated as a "Class
AF-6 Certificate" on the face thereof, in the form of Exhibit AF-6 hereto,
representing the right to distributions as set forth herein.
"CLASS AF-6 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AF-6 Certificates.
"CLASS AF-6 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AF-6 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AF-6 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class AF-6 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS AF-6 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class AF-6 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AF-6 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class AF-6 Pass-Through Rate for the
related Accrual Period.
"CLASS AF-6 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 6.270% per annum, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS AF-6 PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the lesser of:
(x) the product of :
(i) a fraction the numerator of which is the Class AF-6
Certificate Principal Balance and the denominator of which
is the Group I Class A Certificate Principal Balance, in
each case immediately prior to such Distribution Date,
(ii) the Group I Class A Principal Distribution Amount for such
Distribution Date, and
(iii) the applicable percentage for such Distribution Date set
forth below:
13
Distribution Date Percentage
----------------- ----------
April 2001 - March 2004 0%
April 2004 - March 2006 45%
April 2006 - March 2007 80%
April 2007 - March 2008 100%
April 2008 and thereafter 300%
and (y) the Group I Class A Principal Distribution Amount.
"CLASS MF-1 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group I which have been
applied in reduction of the Certificate Principal Balance of the Class MF-1
Certificates pursuant to Section 3.03(j)(iii) hereof.
"CLASS MF-1 CERTIFICATE": Any Certificate designated as a "Class
MF-1 Certificate" on the face thereof, in the form of Exhibit MF-1 hereto,
representing the right to distributions as set forth herein.
"CLASS MF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MF-1 Certificates less any Class MF-1 Applied
Realized Loss Amount.
"CLASS MF-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class MF-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class MF-1 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class MF-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS MF-1 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of
(A) Class MF-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class MF-1 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class MF-1 Pass-Through Rate for the
related Accrual Period.
"CLASS MF-1 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of:
(x) 6.926% per annum plus, after the Initial Optional
Termination Date, 0.50%, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS MF-1 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class MF-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class MF-1
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(e)(iii) hereof.
"CLASS MF-2 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group I which have been
applied in reduction of the Certificate Principal Balance of the Class MF-2
Certificates pursuant to Section 3.03(j)(ii) hereof.
14
"CLASS MF-2 CERTIFICATE": Any Certificate designated as a "Class
MF-2 Certificate" on the face thereof, in the form of Exhibit MF-2 hereto,
representing the right to distributions as set forth herein.
"CLASS MF-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MF-2 Certificates less any Class MF-2 Applied
Realized Loss Amount.
"CLASS MF-2 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class MF-2 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class MF-2 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class MF-2 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS MF-2 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class MF-2 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class MF-2 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class MF-2 Pass-Through Rate for
the related Accrual Period.
"CLASS MF-2 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 7.371% per annum plus, after the Initial Optional
Termination Date, 0.50%, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS MF-2 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class MF-2 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class MF-2
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(e)(v) hereof.
"CLASS BF-1 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group I which have been
applied in reduction of the Certificate Principal Balance of the Class BF-1
Certificates pursuant to Section 3.03(j)(i) hereof.
"CLASS BF-1 CERTIFICATE": Any Certificate designated as a "Class
BF-1 Certificate" on the face thereof, in the form of Exhibit BF-1 hereto,
representing the right to distributions as set forth herein.
"CLASS BF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class BF-1 Certificates less any Class BF-1 Applied
Realized Loss Amount.
"CLASS BF-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class BF-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class BF-1 Pass-Through Rate plus any amount previously distributed with
respect to interest for Class BF-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final
non-appealable order.
"CLASS BF-1 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
15
(A) Class BF-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class BF-1 with
respect to interest on such prior Distribution
Dates, and
(ii) interest thereon at the Class BF-1 Pass-Through Rate for the
related Accrual Period.
"CLASS BF-1 PASS-THROUGH RATE": With respect to each Distribution
Date, the lesser of :
(x) 7.815% per annum, plus after the Initial Optional
Termination Date, 0.50%, and
(y) the Group I Net Rate for such Distribution Date.
"CLASS BF-1 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class BF-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class BF-1
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(e)(vii) hereof.
"CLASS PF-1 CERTIFICATE": Any Certificate designated as a "Class
PF-1 Certificate" on the face thereof, in the form of Exhibit PF-1 hereto,
representing the right to distributions as set forth herein.
"CLASS PF-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class PF-1 Certificates, which is initially $50.
"CLASS PF-1 PREPAYMENT AMOUNT": As to each Distribution Date, the
excess, if any, of Prepayment Penalties collected with respect to the Mortgage
Loans in Group I during the related Due Period over the Group I Pledged
Prepayment Penalties for such Distribution Date.
"GROUP II CERTIFICATES"
"CLASS AV-1 CERTIFICATE": Any Certificate designated as a "Class
AV-1 Certificate" on the face thereof, in the form of Exhibit AV-1 hereto,
representing the right to distributions as set forth herein.
"CLASS AV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class AV-1 Certificates.
"CLASS AV-1 CERTIFICATES CARRYOVER": On any Distribution Date, the
sum of:
(i) if the Class AV-1 Pass-Through Rate for such Distribution
Date is based on the Group II Available Funds Cap, the
excess of (A) the amount of interest the Class AV-1
Certificates would have been entitled to receive on such
Distribution Date had the interest rate on the Class AV-1
Certificates for such date been calculated without regard to
the Group II Available Funds Cap, but in no event greater
than the Group II Maximum Cap, over (B) the amount of
interest payable on such Class AV-1 Certificates on such
date based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A) over the
amount described in clause (i)(B) above for all prior
Distribution Dates, together with interest thereon at the
Class AV-1 Pass Through Rate (determined without regard to
the Group II Available Funds Cap).
"CLASS AV-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class AV-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class AV-1 Pass Through Rate plus any amount previously distributed with
respect to interest for Class AV-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final,
nonappealable order.
16
"CLASS AV-1 INTEREST CARRY FORWARD AMOUNT": With respect to any
Distribution Date, the sum of:
(i) the excess of:
(A) Class AV-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class AV-1 with
respect to interest (other than in respect of Class
AV-1 Certificate Carryover) on such prior
Distribution Dates, and
(ii) interest on such excess at the Class AV-1 Pass-Through Rate
for the related Accrual Period.
"CLASS AV-1 PASS-THROUGH RATE": With respect to any Distribution
Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 0.230% per annum, or in
the case of any Distribution Date that occurs after
the Initial Optional Termination Date, plus 0.460%
per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-1 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group II which have been
applied in reduction of the Certificate Principal Balance of the Class MV-1
Certificates pursuant to Section 3.03(k)(iii) hereof.
"CLASS MV-1 CERTIFICATE": Any Certificate designated as a "Class
MV-1 Certificate" on the face thereof, in the form of Exhibit MV-1 hereto,
representing the right to distributions as set forth herein.
"CLASS MV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MV-1 Certificates less any Class MV-1 Applied
Realized Loss Amount.
"CLASS MV-1 CERTIFICATES CARRYOVER": On any Distribution Date, the
sum of:
(i) if the Class MV-1 Pass-Through Rate for such Distribution
Date is based on the Group II Available Funds Cap, the
excess of (A) the amount of interest the Class MV-1
Certificates would have been entitled to receive on such
Distribution Date had the interest rate on the Class MV-1
Certificates for such date been calculated without regard to
the Group II Available Funds Cap, but in no event greater
than the Group II Maximum Cap, over (B) the amount of
interest payable on such Class MV-1 Certificates on such
date based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A) over the
amount described in clause (i)(B) above for all prior
Distribution Dates, together with interest thereon at the
Class MV-1 Pass Through Rate (determined without regard to
the Group II Available Funds Cap).
"CLASS MV-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class MV-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class MV-1 Pass Through Rate plus any amount previously distributed with
respect to interest for Class MV-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final,
nonappealable order.
17
"CLASS MV-1 INTEREST CARRY FORWARD AMOUNT": With respect to any
Distribution Date, the sum of:
(i) the excess of:
(A) Class MV-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class MV-1 with
respect to interest (other than in respect of Class
MV-1 Certificate Carryover) on such prior
Distribution Dates, and
(ii) interest on such excess at the Class MV-1 Pass-Through Rate
for the related Accrual Period.
"CLASS MV-1 PASS-THROUGH RATE": With respect to any Distribution
Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 0.590% per annum, or in
the case of any Distribution Date that occurs after
the Initial Optional Termination Date, plus 0.885%
per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-1 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class MV-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class MV-1
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(f)(iii) hereof.
"CLASS MV-2 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group II which have been
applied in reduction of the Certificate Principal Balance of the Class MV-2
Certificates pursuant to Section 3.03(k)(ii) hereof.
"CLASS MV-2 CERTIFICATE": Any Certificate designated as a "Class
MV-2 Certificate" on the face thereof, in the form of Exhibit MV-2 hereto
representing the right to distributions as set forth herein.
"CLASS MV-2 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class MV-2 Certificates less any Class MV-2 Applied
Realized Loss Amount.
"CLASS MV-2 CERTIFICATES CARRYOVER": On any Distribution Date, the
sum of:
(i) if the Class MV-2 Pass-Through Rate for such Distribution
Date is based on the Group II Available Funds Cap, the
excess of (A) the amount of interest the Class MV-2
Certificates would have been entitled to receive on such
Distribution Date had the interest rate on the Class MV-2
Certificates for such date been calculated without regard to
the Group II Available Funds Cap, but in no event greater
than the Group II Maximum Cap, over (B) the amount of
interest payable on such Class MV-2 Certificates on such
date based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A) over the
amount described in clause (i)(B) above for all prior
Distribution Dates, together with interest thereon at the
Class MV-2 Pass Through Rate (determined without regard to
the Group II Available Funds Cap).
"CLASS MV-2 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class MV-2 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
18
the Class MV-2 Pass Through Rate plus any amount previously distributed with
respect to interest for Class MV-2 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final,
nonappealable order.
"CLASS MV-2 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class MV-2 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class MV-2 with
respect to interest (other than in respect of Class
MV-2 Certificate Carryover) on such prior
Distribution Dates, and
(ii) interest on such excess at the Class MV-2 Pass-Through Rate
for the related Accrual Period.
"CLASS MV-2 PASS-THROUGH RATE": With respect to any Distribution
Date, the lesser of :
(x) One Month LIBOR plus, in the case of any
Distribution Date on or prior to the Initial
Optional Termination Date, 1.000% per annum, or in
the case of any Distribution Date that occurs after
the Initial Optional Termination Date, plus 1.500%
per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS MV-2 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class MV-2 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class MV-2
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(f)(v) hereof.
"CLASS BV-1 APPLIED REALIZED LOSS AMOUNT": As to any Distribution
Date, the sum of the Realized Losses with respect to Group II which have been
applied in reduction of the Certificate Principal Balance of the Class BV-1
Certificates pursuant to Section 3.03(k)(i) hereof.
"CLASS BV-1 CERTIFICATE": Any Certificate designated as a "Class
BV-1 Certificate" on the face thereof, in the form of Exhibit BV-1 hereto
representing the right to distributions as set forth herein.
"CLASS BV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class BV-1 Certificates less any Class BV-1 Applied
Realized Loss Amount.
"CLASS BV-1 CERTIFICATES CARRYOVER": On any Distribution Date, the
sum of:
(i) if the Class BV-1 Pass-Through Rate for such Distribution
Date is based on the Group II Available Funds Cap, the
excess of (A) the amount of interest the Class BV-1
Certificates would have been entitled to receive on such
Distribution Date had the interest rate on the Class BV-1
Certificates for such date been calculated without regard to
the Group II Available Funds Cap, but in no event greater
than the Group II Maximum Cap, over (B) the amount of
interest payable on such Class BV-1 Certificates on such
date based on the Group II Available Funds Cap, and
(ii) the excess of the amount described in clause (i)(A) over the
amount described in clause (i)(B) above for all prior
Distribution Dates, together with interest thereon at the
Class BV-1 Pass Through Rate (determined without regard to
the Group II Available Funds Cap).
19
"CLASS BV-1 CURRENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class BV-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class BV-1 Pass Through Rate plus any amount previously distributed with
respect to interest for Class BV-1 that is recovered during the related Accrual
Period as a voidable preference by a trustee in bankruptcy pursuant to a final,
nonappealable order.
"CLASS BV-1 INTEREST CARRY FORWARD AMOUNT": With respect to each
Distribution Date, the sum of:
(i) the excess of:
(A) Class BV-1 Current Interest with respect to prior
Distribution Dates over
(B) the amount actually distributed to Class BV-1 with
respect to interest on such prior Distribution
Dates, and
(ii) interest on such excess at the Class BV-1 Pass-Through Rate
for the related Accrual Period.
"CLASS BV-1 PASS-THROUGH RATE": With respect to any Distribution
Date, the lesser of :
(x) One Month LIBOR plus 1.950% per annum, and
(y) the Group II Available Funds Cap for such
Distribution Date.
"CLASS BV-1 UNPAID REALIZED LOSS AMOUNT": As to any Distribution
Date, the excess of:
(i) the Class BV-1 Applied Realized Loss Amount over
(ii) the sum of all distributions in reduction of the Class BV-1
Applied Realized Loss Amount on all previous Distribution
Dates pursuant to Section 3.03(f)(vii) hereof.
"CLASS PV-1 CERTIFICATE": Any Certificate designated as a "Class
PV-1 Certificate" on the face thereof, in the form of Exhibit PV-1 hereto,
representing the right to distributions as set forth herein.
"CLASS PV-1 CERTIFICATE PRINCIPAL BALANCE": The Certificate
Principal Balance of the Class PV-1 Certificates, which is initially $50.
"CLASS PV-1 PREPAYMENT AMOUNT": As to each Distribution Date, the
excess, if any, of Prepayment Penalties collected with respect to the Mortgage
Loans in Group II during the related Due Period over the Group II Pledged
Prepayment Penalties for such Distribution Date.
"CLASS A-IO CERTIFICATES": Any Certificate designated as a "Class
A-IO Certificate" on the face thereof, in the form of Exhibit A-IO hereto,
representing the right to distributions as set forth herein.
"CLASS A-IO PASS-THROUGH RATE": With respect to each Distribution
Date, 6.000%.
"CLASS A-IO-I COMPONENT INTEREST": With respect to any Distribution
Date, the interest accrued on the Class A-IO-I Component Notional Principal
Balance immediately prior to such Distribution Date during the related Accrual
Period at the Class A-IO Pass-Through Rate plus any amount previously
distributed with respect to interest for the Class A-IO-I Component that is
recovered during the related Accrual Period as a voidable preference by a
trustee in bankruptcy pursuant to a final non-appealable order.
20
"CLASS A-IO-I COMPONENT INTEREST CARRY FORWARD AMOUNT": With
respect to each Distribution Date, the sum of:
(i) the excess of:
(A) Class A-IO-I Component Current Interest with
respect to prior Distribution Dates over
(B) the amount actually distributed to Class A-IO-I
Component with respect to interest on such prior
Distribution Dates, and
(ii) interest thereon at the Class A-IO Pass-Through Rate for the
related Accrual Period.
"CLASS A-IO-I COMPONENT NOTIONAL PRINCIPAL BALANCE": With respect
to each Distribution Date, the lesser of:
(i) the Group I Assumed Principal Balance as of the beginning of
the related Due Period, and
(ii) an amount determined with reference to the following
schedule:
Class A-IO-I
Distribution Date Component
----------------- ---------
April 2001 - June 2001 76,370,000
July 2001 - September 2001 76,370,000
October 2001 - December 2001 76,370,000
January 2002 - March 2002 76,370,000
April 2002 - June 2002 76,370,000
July 2002 - September 2002 76,370,000
October 2002 - December 2002 67,960,000
January 2003 - March 2003 62,730,000
April 2003 - June 2003 40,400,000
July 2003 - October 2003 36,220,000
November 2003 and thereafter 0
"CLASS A-IO-II COMPONENT CURRENT INTEREST": With respect to any
Distribution Date, the interest accrued on the Class A-IO-II Component Notional
Principal Balance immediately prior to such Distribution Date during the related
Accrual Period at the Class A-IO Pass-Through Rate plus any amount previously
distributed with respect to interest for the Class A-IO-II Component that is
recovered during the related Accrual Period as a voidable preference by a
trustee in bankruptcy pursuant to a final non-appealable order.
"CLASS A-IO-II COMPONENT INTEREST CARRY FORWARD AMOUNT": With
respect to each Distribution Date, the sum of:
(i) the excess of:
(A) Class A-IO-II Component Current Interest with
respect to prior Distribution Dates over
(B) the amount actually distributed to Class A-IO-II
Component with respect to interest on such prior
Distribution Dates, and
(ii) interest thereon at the Class A-IO Pass-Through Rate for the
related Accrual Period.
21
"CLASS A-IO-II COMPONENT NOTIONAL PRINCIPAL BALANCE": With respect
to each Distribution Date, the lesser of
(i) the Group II Assumed Principal Balance as of the beginning
of the related Due Period, and
(ii) an amount determined with reference to the following
schedule:
CLASS A-IO-II
Distribution Date Component
----------------- ---------
April 2001 - June 2001 35,310,000
July 2001 - September 2001 35,310,000
October 2001 - December 2001 31,160,000
January 2002 - March 2002 31,160,000
April 2002 - June 2002 25,960,000
July 2002 - September 2002 25,960,000
October 2002 - December 2002 25,960,000
January 2003 - March 2003 19,730,000
April 2003 - June 2003 19,730,000
July 2003 - October 2003 15,580,000
November 2003 and thereafter 0
"CLASS": Any of Class AF-1, Class AF-2, Class AF-3, Class AF-4,
Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1, Class AV-1, Class
MV-1, Class MV-2, Class BV-1, Class A-IO, Class PF-1, Class PV-1, Class C and
Class R.
"CLASS C CERTIFICATE": Any of the Certificates designated as a
"Class C Certificate" on the face thereof, in the form of Exhibit C hereto
representing the right to distributions as set forth herein.
"CLASS C DISTRIBUTION AMOUNT": With respect to any Distribution
Date, the sum of the Group I Interest Funds available for distribution pursuant
to Section 3.03(e)(ix) hereof and the Group I Released Principal Amount for such
date.
"CLASS R CERTIFICATE": Any of the Certificates designated as a
"Class R Certificate" on the face thereof, in the form of Exhibit R hereto and
evidencing an interest designated as the "residual interest" in the Pooling,
Second-Tier and Issuing REMICs for purposes of the REMIC Provisions.
"CLOSING DATE": March 29, 2001.
"CORRESPONDING CLASS": With respect to any Lower Tier Interest in
the Second Tier REMIC, the Class of Certificates (or components) that correspond
to such interest in the manner described in the Preliminary Statement.
"CURRENT INTEREST": As to any Class, the definition therefor having
the corresponding designation as such Class.
"CUSTODIAN": Bankers Trust Company, and its successors and assigns
in such capacity.
"CUT-OFF DATE": As of the close of business on March 1, 2001 or on
each Subsequent Cut-Off Date, as applicable.
"DELINQUENT": A Mortgage Loan is "Delinquent" if any payment due
thereon is not made by the close of business on the last day of the Prepayment
Period immediately following the day such payment is scheduled to be due. A
Mortgage Loan is "30 days Delinquent" if such payment has not been received by
the close of business on the last day of the Prepayment Period of the month
immediately succeeding the month in which such payment was due. Similarly for
"60 days Delinquent," "90 days Delinquent" and so on.
22
"DESIGNATED CLASS": There is no designated Class for purposes of
Section 9.02 of the Standard Terms.
"DISTRIBUTION AMOUNT": As to each Distribution Date and Class of
Certificates, the aggregate amount to be distributed to such Class on such date
pursuant to Section 3.03 hereof.
"DISTRIBUTION DATE": The 25th day of each month, or the next
Business Day if such 25th day is not a Business Day, commencing April 25, 2001.
"FITCH": Fitch, Inc., and its successors (One ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10004).
"FUNDING PERIOD": The period commencing on the Closing Date and
ending on the earliest to occur of :
(i) the date on which the amount on deposit in the Pre-Funding
Account (exclusive of any investment earnings) is less than
$100,000,
(ii) the date on which an Event of Default occurs, and
(iii) May 31, 2001.
GROUP DEFINITIONS:
"GROUP": Either Group I or Group II.
"GROUP I": The pool of Mortgage Loans identified in the related
Schedules of Mortgage Loans as having been assigned to Group I, including any
Group I Subsequent Mortgage Loans and any Group I Qualified Substitute Mortgage
Loans delivered in replacement thereof.
"GROUP I CERTIFICATE": Any of the Class AF-1, Class AF-2, Class
AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class MF-2, Class BF-1 and
Class PF-1 Certificates.
"GROUP I CERTIFICATE PRINCIPAL BALANCE": The sum of the Class AF-1,
Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class MF-1, Class
MF-2 and Class BF-1 Certificate Principal Balances.
"GROUP I CLASS A CERTIFICATE PRINCIPAL BALANCE": The sum of the
Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5 and Class AF-6
Certificate Principal Balances.
"GROUP I CLASS A PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date before the Group I Stepdown Date or as to which a Group I
Trigger Event has occurred, 100% of the Group I Principal Distribution Amount
for such Distribution Date and with respect to any Distribution Date on or after
the Stepdown Date and as to which a Group I Trigger Event has not occurred, the
excess of:
(i) the Group I Class A Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 71.00% of the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding
Due Date over
23
(II) $1,400,000; provided, that if such excess
is not a positive number, such amount shall
be deemed to equal zero.
"GROUP I CLASS MF-1 PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date on or after the Group I Stepdown Date and as long as a
Group I Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(c) hereof), the excess of:
(i) the sum of:
(A) the Group I Class A Certificate Principal Balance
(after giving effect to distributions on that
date), and
(B) the Class MF-1 Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 83.00% of the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding
Due Date over
(II) $1,400,000; provided, that if such excess
is not a positive number, such amount shall
be deemed to equal zero.
"GROUP I CLASS MF-2 PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date on or after the Group I Stepdown Date and as long as a
Group I Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(c) hereof), the excess of:
(i) the sum of:
(A) the Group I Class A Certificate Principal Balance
(after giving effect to distributions on that
date),
(B) the Class MF-1 Certificate Principal Balance (after
giving effect to distributions on that date), and
(C) the Class MF-2 Certificate Principal Amount
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 91.50% of the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding
Due Date over
(II) $1,400,000; provided, that if such excess
is not a positive number, such amount shall
be deemed to equal zero.
24
"GROUP I CLASS BF-1 PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution on and after the Group I Stepdown Date and as long as a Group I
Trigger Event is not in effect (subject to the proviso set forth in Section
3.03(c) hereof), the excess of:
(i) the sum of:
(A) the Group I Class A Certificate Principal Balance
(after giving effect to distributions on that
date),
(B) the Class MF-1 Certificate Principal Balance (after
giving effect to distributions on that date),
(C) the Class MF-2 Certificate Principal Balance
(after giving effect to distributions on that
date), and
(D) the Class BF-1 Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 96.00% of the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group I on the preceding
Due Date over
(II) $1,400,000; provided, that if such excess
is not a positive number, such amount shall
be deemed to equal zero.
"GROUP I EXTRA PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the lesser of:
(x) the Group I Interest Funds available pursuant to Section
3.03(a)(v), and:
(y) the excess of:
(i) the Group I Required Overcollateralization Amount
over
(ii) the Group I Overcollateralization Amount (assuming
that all Group I Principal Funds are distributed as
principal to the Group I Certificates on such
date).
"GROUP I INTEREST FUNDS": With respect to Group I and any Master
Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled interest collected during the related Due
Period with respect to Group I less the Group I Servicing
Fee and the Group I Master Servicing Fee ,
(ii) all Advances relating to interest with respect to Group I,
(iii) all Month End Interest with respect to Group I,
(iv) Liquidation Proceeds with respect to Group I (to the extent
such Liquidation Proceeds relate to interest) less all
Non-Recoverable Advances relating to interest and expenses
pursuant to Section 6.03 of the Standard Terms, and
25
(v) Group I Pledged Prepayment Penalties.
The Group I Interest Funds for any Distribution Date shall be increased by
the pro rata portion for such Group (based on the amount on deposit in the
Pre-Funding Account in respect of such Group) of the Capitalized Interest
Requirement withdrawn from the Capitalized Interest Account for such
Distribution Date.
"GROUP I MASTER SERVICING FEE": With respect to each Master
Servicer Remittance Date, an amount payable (or allocable) to the Master
Servicer equal to the product of one-twelfth of the Group I Master Servicing Fee
Rate and the aggregate Scheduled Principal Balance of Group I on the first day
of the Due Period preceding such Master Servicer Remittance Date.
"GROUP I MASTER SERVICING FEE RATE": 0.05% per annum.
"GROUP I NET RATE": The excess of
(x) the sum of
(i) the weighted average of the Net Rates for the Group
I Mortgage Loans, and
(ii) an annualized percentage equal to a fraction, the
numerator of which is the Group I Pledged
Prepayment Penalties and the denominator of which
is the Assumed Principal Balance of the Mortgage
Loans in Group I before giving effect to any
distributions on such Distribution Date over
(y) the A-IO-I Adjusted Rate.
"GROUP I OVERCOLLATERALIZATION AMOUNT": With respect to any
Distribution Date the excess of the Assumed Principal Balance of the Mortgage
Loans in Group I over the Group I Certificate Principal Balance after giving
effect to principal distributions on such Distribution Date.
"GROUP I PLEDGED PREPAYMENT PENALTIES": With respect to any
Distribution Date an amount equal to the sum of:
(x) the lesser of:
(i) Prepayment Penalties collected with respect to the
Mortgage Loans in Group I during the related Due
Period, and
(ii) 60% of the Prepayment Penalties with respect to the
Mortgage Loans in Group I owed and not waived by
the Servicer pursuant to the terms of the Servicing
Agreement for the related Due Period, and
(y) the aggregate amount, if any, by which (x)(ii) exceeds
(x)(i) for prior Distribution Dates (to the extent that
(x)(i) exceeds (x)(ii) for such Distribution Date).
"GROUP I PRE-FUNDED AMOUNT": With respect to any Master Servicer
Reporting Date, the amount remaining on deposit in the Pre-Funding Account with
respect to Group I (exclusive of any Group I Pre-Funding Account Earnings).
"GROUP I PRE-FUNDING ACCOUNT EARNINGS": With respect to each
Distribution Date to and including the date immediately preceding the
Distribution Date immediately following the end of the Funding Period,
Pre-Funding Account earnings with respect to the Group I Pre-Funded Amount.
"GROUP I PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the excess of:
(A) the sum of:
26
(i) the Group I Principal Funds, and
(ii) the Group I Extra Principal Distribution Amount
over
(B) the Group I Released Principal Amount.
"GROUP I PRINCIPAL FUNDS": With respect to Group I and any Master
Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled principal with respect to Group I collected by
the Servicer during the related Due Period or advanced on or
before such Master Servicer Remittance Date,
(ii) prepayments with respect to Group I collected by the
Servicer in the related Prepayment Period,
(iii) the Scheduled Principal Balance of each Mortgage Loan in
Group I repurchased by the Depositor,
(iv) any Substitution Shortfall with respect to Group I, and
(v) all Liquidation Proceeds with respect to Group I collected
by the Servicer during the related Due Period (to the extent
such Liquidation Proceeds related to principal) less all
non-recoverable Advances relating to principal with respect
to Group I reimbursed during the related Due Period, and
(vi) any remaining Group I Pre-Funded Amount immediately
following the end of the Funding Period.
"GROUP I RELEASED PRINCIPAL AMOUNT": With respect to any
Distribution Date, the amount by which the Group I Overcollateralization Amount
(assuming for such purpose that all Group I Principal Funds for such
Distribution Date are distributed as principal to the Group I Certificates)
exceeds the Group I Required Overcollateralization Amount.
"GROUP I REQUIRED OVERCOLLATERALIZATION AMOUNT": With respect to
any Distribution Date:
(i) prior to the Group I Stepdown Date, 2.00% of the Assumed
Principal Balance for the Mortgage Loans in Group I as of
the Cut-Off Date;
(ii) on and after the Group I Stepdown Date, if a Trigger Event
is not in effect, the greater of:
(x) the lesser of:
(I) 2.00% of the Assumed Principal Balance for
the Mortgage Loans in Group I as of the
Cut-Off Date, and
(II) 4.00% of the Assumed Principal Balance for
the Mortgage Loans in Group I on the
preceding Due Date, and
(y) 0.50% of the Assumed Principal Balance for the
Mortgage Loans in Group I as of the Cut-Off Date;
and
(iii) if a Group I Trigger Event is in effect, the Group I
Overcollateralization Amount as of the preceding
Distribution Date.
"GROUP I SERVICING FEE": With respect to each Mortgage Loan in
Group I and each Remittance Date, the product of :
27
(x) one-twelfth of the Servicing Fee Rate, and
(y) the aggregate Scheduled Principal Balance of such
Mortgage Loan as of the opening of business on the
first day of the Due Period preceding such
Remittance Date.
"GROUP I SERVICING FEE RATE": With respect to each Mortgage Loan in
Group I, the fixed per annum rate payable to the Servicer as set out on Schedule
IA to this Agreement.
"GROUP I STEPDOWN DATE": With respect to Group I, the earlier to
occur of:
(i) the later to occur of:
(A) the Distribution Date in April 2004, and
(B) the first Distribution Date on which the Group I
Class A Certificate Principal Balance immediately
prior to such Distribution Date (less the Group I
Principal Funds for such Distribution Date) is less
than or equal to 71.00% of the Assumed Principal
Balance for Group I on such date, and
(ii) the Distribution Date after which the Group I Class A
Certificate Principal Balance has been reduced to zero.
"GROUP I SUBORDINATED CERTIFICATES": The Class MF-1, Class MF-2,
and Class BF-1 Certificates.
"GROUP I SUBSEQUENT MORTGAGE LOANS": The Mortgage Loans in Group I
sold to the Trust pursuant to Section 2.02 hereof, which shall be listed on the
Schedule of Mortgage Loans attached to the related Subsequent Sales Agreement.
"GROUP I TRIGGER EVENT": With respect to Group I and any
Distribution Date after the Group I Stepdown Date, a Group I Trigger Event
exists if two times the quotient of:
(i) the Scheduled Principal Balances of all 60 or more days
Delinquent Mortgage Loans (including Mortgage Loans subject
to bankruptcy or foreclosure proceedings and REO Property)
in Group I, and
(ii) the Assumed Principal Balance for Group I as of the
preceding Master Servicer Remittance Date equals or exceeds
29.00%.
"GROUP II": The pool of Mortgage Loans identified in the related
Schedules of Mortgage Loans as having been assigned to Group II, including any
Group II Subsequent Mortgage Loans and any Group II Qualified Substitute
Mortgage Loans delivered in replacement thereof.
"GROUP II AVAILABLE FUNDS CAP": As of any Distribution Date, the
per annum rate equal to:
(w) the Group II Net Rate for such Distribution Date (plus an
annualized percentage equal to a fraction, the numerator of
which is the Group II Pledged Prepayment Penalties for the
related Due Period and the denominator of which is the
aggregate principal balance of the Group II Mortgage Loans
before giving effect to any distributions on such
Distribution Date) multiplied by
(x) a fraction the numerator of which is the Assumed Principal
Balance for Group II for such Distribution Date, and the
denominator of which is the Group II Certificate Principal
Balance for such Distribution Date (without regard to
distributions on such date), multiplied by
28
(y) a fraction the numerator of which is 30, and the denominator
of which is the actual number of days in the related Accrual
Period (and, solely for the first Distribution Date, such
actual number of days shall be deemed to be 30 solely for
purposes of this calculation).
"GROUP II CERTIFICATE": Any of the Class AV-1, Class MV-1, Class
MV-2, Class BV-1 and Class PV-1 Certificates.
"GROUP II CERTIFICATE PRINCIPAL BALANCE": The sum of the Class
AV-1, Class MV-1, Class MV-2 and Class BV-1 Certificate Principal Balances.
"GROUP II CLASS A CERTIFICATE PRINCIPAL BALANCE": The Class AV-1
Certificate Principal Balance.
"GROUP II CLASS A PRINCIPAL DISTRIBUTION AMOUNT": With respect to
any Distribution Date before the Group II Stepdown Date or as to which a Group
II Trigger Event has occurred, 100% of the Group II Principal Distribution
Amount for such Distribution Date and with respect to any Distribution Date on
or after the Stepdown Date and as to which a Group II Trigger Event has not
occurred, the excess of:
(i) the Group II Class A Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 62.50% of the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding
Due Date over
(II) $1,050,000; provided, that if such excess
if not a positive number, such amount shall
be deemed to equal zero.
"GROUP II CLASS MV-1 PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution on and, after the Group II Stepdown Date and as long as a
Group II Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal Balance
(after giving effect to distributions on that
date), and
(B) the Class MV-1 Certificate Principal Balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 78.00% of the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding Due
Date, and
29
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding
Due Date over
(II) $1,050,000; provided that if such excess if
not a positive number, such amount shall be
deemed to equal zero.
"GROUP II CLASS MV-2 PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution on and after the Group II Stepdown Date and as long as a
Group II Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal Balance
(after giving effect to distributions on that
date),
(B) the Class MV-1 Certificate Principal Balance (after
giving effect to distributions on that date), and
(C) the Class MV-2 Certificate Principal balance
immediately prior to such Distribution Date over
(ii) the lesser of:
(A) 89.00% of the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding
Due Date over
(II) $1,050,000; provided that if such excess if
not a positive number, such amount shall be
deemed to equal zero.
"GROUP II CLASS BV-1 PRINCIPAL DISTRIBUTION AMOUNT": With respect
to any Distribution Date on and after the Group II Stepdown Date and as long as
a Group II Trigger Event is not in effect (subject to the proviso set forth in
Section 3.03(d) hereof), the excess of:
(i) the sum of:
(A) the Group II Class A Certificate Principal Balance
(after giving effect to distributions on that
date),
(B) the Class MV-1 Certificate Principal Balance(after
giving effect to distributions on that date),
(C) the Class MV-2 Certificate Principal Balance (after
giving effect to distributions on that date), and
(D) the Class BV-1 Certificate Principal Balance
immediately prior to such Distribution Date over
30
(ii) the lesser of:
(A) 94.50% of the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding Due
Date, and
(B) the excess, if any, of:
(I) the Assumed Principal Balance for the
Mortgage Loans in Group II on the preceding
Due Date over
(II) $1,050,000; provided that if such excess if
not a positive number, such amount shall be
deemed to equal zero.
"GROUP II EXTRA PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the lesser of (x) the Group II Interest Funds available
pursuant to Section 3.03(b)(v) hereof, and
(y) the excess of:
(i) the Group II Required Overcollateralization Amount
over
(ii) the Group II Overcollateralization Amount (assuming
that all Group II Principal Funds are distributed
as principal to the Group II Certificates on such
date).
"GROUP II INTEREST FUNDS": With respect to Group II and any Master
Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled interest collected during the related Due
Period with respect to Group II less the Group II Servicing
Fee and the Group II Master Servicing Fee,
(ii) all Advances relating to interest with respect to Group II,
(iii) all Month End Interest with respect to Group II,
(iv) Liquidation Proceeds with respect to Group II (to the extent
such Liquidation Proceeds relate to interest) less all
Non-Recoverable Advances relating to interest and expenses
pursuant to Section 6.03 of the Standard Terms, and
(v) Group II Pledged Prepayment Penalties.
The Group II Interest Funds for any Distribution Date shall be
increased by the pro rata portion for such Group (based on the amount
on deposit in the Pre-Funding Account in respect of such Group) of the
Capitalized Interest Requirement withdrawn from the Capitalized
Interest Account for such Distribution Date.
"GROUP II MASTER SERVICING FEE": With respect to each Master
Servicer Remittance Date, an amount payable (or allocable) to the Master
Servicer equal to the product of one-twelfth of the Group II Master Servicing
Fee Rate and the aggregate Scheduled Principal Balance of Group II on the first
day of the Due Period preceding such Master Servicer Remittance Date.
"GROUP II MASTER SERVICING FEE RATE": 0.05% per annum.
"GROUP II MAXIMUM CAP": With respect to any Distribution Date, the
product of
(i) the Group II Maximum Net Rate for such Distribution Date,
31
(ii) a fraction, the numerator of which is the Assumed Principal
Balance for Group II for such Distribution Date and the
denominator of which is the Group II Certificate Balance for
such Distribution Date (without regard to distributions on
such date), and
(iii) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days in the accrual period.
"GROUP II NET RATE": The excess of the weighted average of the Net
Rates for the Group II Mortgage Loans over the A-IO-II Adjusted Rate.
"GROUP II MAXIMUM NET RATE": With respect to any Distribution Date,
the excess, if any, of the weighted average of the Net Maximum Mortgage Rates
for the Group II Mortgage Loans over the A-IO-II Adjusted Rate.
"GROUP II OVERCOLLATERALIZATION AMOUNT": With respect to any
Distribution Date the excess of the aggregate Scheduled Principal Balance of the
Mortgage Loans in Group II over the Group II Certificate Principal Balance after
giving effect to principal distributions on such Distribution Date.
"GROUP II PLEDGED PREPAYMENT PENALTIES": With respect to any
Distribution Date an amount equal to the sum of
(x) the lesser of
(i) Prepayment Penalties collected with respect to the
Mortgage Loans in Group II during the related Due
Period, and
(ii) 60% of the Prepayment Penalties with respect to the
Mortgage Loans in Group II owed and not waived by
the Servicer pursuant to the terms of the Servicing
Agreement for the related Due Period and
(y) the aggregate amount, if any, by which (x)(ii) exceeds
(x)(i) for prior Distribution Dates (to the extent that
(x)(i) exceeds (x)(ii) for such Distribution Date).
"GROUP II PRE-FUNDED AMOUNT": With respect to any Master Servicer
Reporting Date, the amount remaining on deposit in the Pre-Funding Account with
respect to Group II (exclusive of any Group II Pre-Funding Account Earnings).
"GROUP II PRE-FUNDING ACCOUNT EARNINGS": With respect to each
Distribution Date to and including the date immediately preceding the
Distribution Date immediately following the end of the Funding Period,
Pre-Funding Account earnings with respect to the Group II Pre-Funded Amount.
"GROUP II PRINCIPAL DISTRIBUTION AMOUNT": With respect to any
Distribution Date, the excess of:
(A) the sum of:
(i) the Group II Principal Funds, and
(ii) the Group II Extra Principal Distribution Amount
over
(B) the Group II Released Principal Amount.
"GROUP II PRINCIPAL FUNDS": With respect to Group II and any Master
Servicer Remittance Date, to the extent actually deposited in the Master
Servicer Custodial Account, the sum, without duplication, of:
(i) all scheduled principal with respect to Group II collected
by the Servicers during the related Due Period or advanced
on or before such Master Servicer Remittance Date,
32
(ii) prepayments with respect to Group II collected by the
Servicers in the related Prepayment Period,
(iii) the Scheduled Principal Balance of each Mortgage Loan in
Group II repurchased by the Depositor,
(iv) any Substitution Shortfall with respect to Group II,
(v) all Liquidation Proceeds with respect to Group II collected
by the Servicer during the related Due Period (to the extent
such Liquidation Proceeds related to principal) less all
non-recoverable Advances relating to principal with respect
to Group II reimbursed during the related Due Period, and
(vi) any remaining Group II Pre-Funded Amount immediately
following the end of the Funding Period.
"GROUP II RELEASED PRINCIPAL AMOUNT": With respect to any
Distribution Date, the amount by which the Group II Overcollateralization Amount
(assuming for such purpose that all Group II Principal Funds for such
Distribution Date distributed as principal to the Group II Certificates) exceeds
the Group II Required Overcollateralization Amount.
"GROUP II REQUIRED OVERCOLLATERALIZATION AMOUNT": With respect to
any Distribution Date:
(i) prior to the Group II Stepdown Date, 2.75% of the Assumed
Principal Balance for the Mortgage Loans in Group II as of
the Cut-Off Date;
(ii) on and after the Group II Stepdown Date, if a Trigger Event
is not in effect, the greater of:
(x) the lesser of:
(I) 2.75% of the Assumed Principal Balance for
the Mortgage Loans in Group II as of the
Cut-Off Date, and
(II) 5.50% of the Assumed Principal Balance for
the Mortgage Loans in Group II on the
preceding Due Date, and
(y) 0.50% of the Assumed Principal Balance for the
Mortgage Loans in Group II as of the Cut-Off Date;
and
(iii) if a Group II Trigger Event is in effect, the Group II
Overcollateralization Amount as of the preceding
Distribution Date.
"GROUP II SERVICING FEE": With respect to each Mortgage Loan in
Group II and each Remittance Date, the product of:
(x) one-twelfth of the Servicing Fee Rate, and
(y) the aggregate Scheduled Principal Balance of such
Mortgage Loan as of the opening of business on the
first day of the Due Period preceding such
Remittance Date.
"GROUP II SERVICING FEE RATE": With respect to each Mortgage Loan
in Group II, the fixed per annum rate payable to the Servicer as set out on
Schedule IB to this Agreement.
"GROUP II STEPDOWN DATE": With respect to Group II, the earlier to
occur of:
33
(i) the later to occur of:
(A) the Distribution Date in April 2004, and
(B) the first Distribution Date on which the Group II
Class A Certificate Principal Balance immediately
prior to such Distribution Date (less the Group II
Principal Funds for such Distribution Date) is
less than or equal to 62.50% of the Assumed
Principal Balance for Mortgage Loans in Group II,
and
(ii) the Distribution Date after which the Group II Class A
Certificate Principal Balance has been reduced to zero.
"GROUP II SUBORDINATED CERTIFICATES": The Class MV-1, Class MV-2,
and Class BV-1 Certificates.
"GROUP II SUBSEQUENT MORTGAGE LOANS": The Mortgage Loans in Group
II sold to the Trust pursuant to Section 2.02 hereof, which shall be listed on
the Schedule of Mortgage Loans attached to the related Subsequent Sales
Agreement.
"GROUP II TRIGGER EVENT": With respect to Group II and any
Distribution Date after the Group II Stepdown Date, a Group II Trigger Event
exists if 2 times the quotient of:
(i) the Scheduled Principal Balances of all 60 or more days
Delinquent Mortgage Loans (including Mortgage Loans subject
to bankruptcy or foreclosure proceedings and REO Property)
in Group II, and
(ii) the Assumed Principal Balances of Group II as of the
preceding Master Servicer Remittance Date
equals or exceeds 37.50%.
"INITIAL CAPITALIZED INTEREST AMOUNT": $1,170,694.00.
"INITIAL OPTIONAL TERMINATION DATE": The Distribution Date immediately
following the Due Period with respect to which the aggregate Assumed Principal
Balance is less than 10% of the aggregate Assumed Principal Balance as of the
Cut-Off Date.
"INTEREST CARRY FORWARD AMOUNT": As to any Class, the definition therefor
having the corresponding designation as such Class.
"INTEREST DETERMINATION DATE": With respect to the first Accrual Period for
the Group II Certificates, March 27, 2001, and with respect to any subsequent
Accrual Period for the Group II Certificates, the second London Business Day
preceding such Accrual Period.
"ISSUING REMIC": As described in the Preliminary Statement.
"LONDON BUSINESS DAY": A day on which banks are open for dealing in foreign
currency and exchange in London and New York City.
"LOWER TIER INTEREST": As described in the Preliminary Statement.
"MASTER SERVICER": Saxon Mortgage, Inc., a Virginia corporation, and its
successors and assigns in such capacity.
"MASTER SERVICER REMITTANCE DATE": The Business Day preceding each
Distribution Date.
34
"MASTER SERVICER REPORTING DATE": The opening of business on the third
Business Day preceding each Distribution Date.
"MASTER SERVICING FEE": As applicable, the Group I Master Servicing Fee or
the Group II Master Servicing Fee.
"MERITECH": Meritech Mortgage Services, Inc., a Texas corporation.
"MOODY'S": ▇▇▇▇▇'▇ Investors Service, Inc., and its successors (99 ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇).
"MORTGAGE LOAN GROUP": Either Group I or Group II.
"MORTGAGE LOANS": The mortgage loans listed on Schedule I.
"NET RATE": As to each Mortgage Loan and Distribution Date, the related
Mortgage Interest Rate less the sum of the Group I or Group II Servicing Fee
Rate and the Group I or Group II Master Servicing Fee Rate, in each case, as
applicable, with respect to each Mortgage Loan.
"NET MAXIMUM MORTGAGE RATE": As to each Mortgage Loan in Group II, the
maximum lifetime mortgage interest rate payable on such Mortgage Loan, less the
Group II Servicing Fee Rate, the Group II Master Servicing Fee Rate, and the PMI
Premium Rate, if any, with respect to such Mortgage Loan.
"NOTICE ADDRESS": For purposes of Section 11.05 of the Standard Terms, the
addresses of the Depositor, the Master Servicer and the Trustee, are as follows:
(i) If to the Depositor:
Saxon Asset Securities Company
▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(ii) If to the Master Servicer:
Saxon Mortgage, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Master Servicing
(iii) If to the Trustee:
Bankers Trust Company
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Saxon 2001-1
"ONE MONTH LIBOR": As of any Interest Determination Date, the rate for
one-month U.S. dollar deposits which appears in the Telerate Page 3750, as of
11:00 a.m., London time, on such Interest Determination Date. If such rate does
not appear on Telerate Page 3750, the rate for that day will be determined on
the basis of the rates at which deposits in United States dollars are offered by
the Reference Banks at approximately 11:00 a.m., London time, on that day to
prime banks in the London interbank market for a period equal to the relevant
Accrual Period (commencing on the first day of such Accrual Period). The
Calculation Agent, as agent for the Master Servicer, will request the principal
London office of each of the Reference Banks to provide a quotation of its rate.
If at least two such quotations are provided, the rate for that day will be the
arithmetic-mean of the quotations. If fewer than two quotations are provided as
requested, the rate for that day will be the arithmetic-mean of the rates quoted
by major banks in New York City, selected by the Master Servicer, at
approximately 11:00 a.m., New York City time, on that day for loans in United
States dollars to leading European banks for a period equal to the relevant
Accrual Period (commencing on the first day of such Accrual Period). The
35
Calculation Agent, as agent for the Master Servicer, shall review Telerate Page
3750 as of the required time, make the required requests to the principal
offices of the Reference Banks and selections of major banks in New York City
and shall determine the rate which constitutes One Month LIBOR for each Interest
Determination Date.
"ORIGINAL PRE-FUNDED AMOUNT": $99,765,155.27.
"OVERFUNDED INTEREST AMOUNT": With respect to each Subsequent Sales Date,
the excess of:
(i) interest accruing from the related Subsequent Cut-Off Date to the
Distribution Date immediately following the last date on which the
Funding Period may then end on the aggregate Scheduled Principal
Balances of the Subsequent Mortgage Loans acquired by the Trust on
such Subsequent Transfer Date, calculated at a rate equal to the
weighted average of the Pass-Through Rates on the related Group of
Certificates over
(ii) interest accruing from such Subsequent Cut-Off Date to such
Distribution Date on the aggregate Scheduled Principal Balances of
the Subsequent Mortgage Loans acquired by the Trust on such
Subsequent Sales Date, calculated at the Assumed Investment Rate.
"PASS-THROUGH RATE": Each of the Class AF-1 Pass-Through Rate, the Class
AF-2 Pass-Through Rate, the Class AF-3 Pass-Through Rate, the Class AF-4
Pass-Through Rate, the Class AF-5 Pass-Through Rate, the Class AF-6 Pass-Through
Rate, the Class MF-1 Pass-Through Rate, the Class MF-2 Pass-Through Rate, the
Class BF-1 Pass-Through Rate, the Class AV-1 Pass-Through Rate, the Class MV-1
Pass-Through Rate, the Class MV-2 Pass-Through Rate, the Class BV-1 Pass-Through
Rate and the Class A-I0 Pass-Through Rate.
"PAYING AGENT": Bankers Trust Company, a New York corporation, and its
successors and assigns in such capacity.
"POOLING REMIC": As described in the Preliminary Statement.
"PRE-FUNDED AMOUNT": As of any Distribution Date, the sum of the Group I
Pre-Funded Amount and the Group II Pre-Funded Amount.
"PRE-FUNDING ACCOUNT": The account created and maintained with the Paying
Agent by the Trust pursuant to Section 2.03.
"PRE-FUNDING ACCOUNT EARNINGS": With respect to each Distribution Date to
and including the date immediately preceding the Distribution Date immediately
following the end of the Funding Period, the actual interest and investment
earnings during the related Prepayment Period on the Pre-Funded Amount as
calculated by the Master Servicer (based on information supplied by the Trustee)
pursuant to Section 2.03(c) hereof.
"PREPAYMENT PENALTY": With respect to any Prepayment Period, any prepayment
premium, penalty or charge collected by the Master Servicer from a mortgagor in
connection with any voluntary principal prepayment pursuant to the terms of the
related mortgage note and held from time to time as a part of the Trust Fund.
"PREPAYMENT PERIOD": The period from but excluding the Cut-Off Date to and
including the 17th day of the month in which the 1st Servicer Remittance Date
occurs and each period thereafter from and including the 18th day of a month to
and including the 17th day of the following month.
"PRIVATE CERTIFICATE": Any of the Class PF-1, Class PV-1, Class C and Class
R Certificates.
"RATING AGENCY": Each of ▇▇▇▇▇'▇ and Fitch (or, if any such agency or a
successor is no longer in existence, such other nationally recognized
statistical rating agency, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Trustee).
36
"REFERENCE BANKS": Leading banks selected by the Master Servicer and
engaged in transactions in U.S. dollar deposits in the London interbank market.
"REGULAR CERTIFICATES": Any of the Group I Certificates, Group II
Certificates, Class A-IO Certificates, Class PF-1 Certificates, Class PV-1
Certificates and Class C Certificates which represent the "Regular Interests" in
the Issuing REMIC for purposes of the REMIC Provisions.
"REMITTANCE DATE": With respect to each Servicing Agreement, the date so
specified therein which date shall in no case be later than the 21st of each
month, or if the 21st of any month does not fall on a Business Day, then the
Business Day immediately preceding the 21st.
"RESIDUAL CERTIFICATES": The Class R Certificates, which represent the
"residual interest" in the Pooling, Second-Tier and Issuing REMICs for purposes
of the REMIC Provisions.
"SALES AGREEMENT": The Sales Agreement dated March 1, 2001, between the
Depositor and SMI regarding the sale of the Mortgage Loans.
"SECOND-TIER REMIC": As described in the Preliminary Statement.
"SERVICER": Meritech and its permitted successors and assigns.
"SERVICING AGREEMENT": The Servicing Agreement listed on Schedule III
hereto which shall be deemed to be a "Servicing Agreement" for purposes of the
Standard Terms.
"SERVICING FEE RATE": With respect to each Mortgage Loan, the Servicing
Rate specified on Schedule I.
"STATE": New York.
"SUBSEQUENT CUT-OFF DATE": The time and date specified in a Subsequent
Sales Agreement with respect to those Subsequent Mortgage Loans which are
transferred and assigned to the Trust pursuant to the related Subsequent Sales
Agreement.
"SUBSEQUENT MORTGAGE LOANS": The Group I Subsequent Mortgage Loans and the
Group II Subsequent Mortgage Loans.
"SUBSEQUENT SALES AGREEMENT": Each Subsequent Sales Agreement dated as of a
Subsequent Sales Date executed by the Master Servicer, the Seller and Saxon
Mortgage substantially in the form of Schedule IV hereto, by which Subsequent
Mortgage Loans are sold and assigned to the Trust.
"SUBSEQUENT SALES DATE": The date specified in each Subsequent Sales
Agreement which shall be a date no later than the end of the Prepayment Period
preceding the first Distribution Date after the end of the Funding Period.
"TAX MATTERS PERSON": Bankers Trust Company, a New York corporation, and
its successors and assigns in such capacity.
"TELERATE PAGE 3750" the display page currently so designated on the Bridge
Telerate Market Report (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).
"TRUST ESTATE": As defined in Section 2.01 hereof.
"TRUSTEE": Bankers Trust Company, a New York corporation, its successor in
interest or any successor trustee appointed in accordance with the Trust
Agreement.
"TRUSTEE FEE": The fee payable monthly to the Trustee by the Master
Servicer.
37
"UNDERWRITERS": Banc of America Securities LLC, Credit Suisse First Boston
Corporation, Greenwich Capital Markets, Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated.
"UNDERWRITING AGREEMENT": The Underwriting Agreement dated March 23, 2001,
between the Depositor and SMI and the Underwriters.
"VOTING RIGHTS": The voting rights of the trust will be allocated as
follows:
(i) 2% to the Class A-IO Certificates;
(ii) 96% to the Group I Certificates and Group II Certificates in
proportion to their respective outstanding certificate principal
balances; and
(iii) 1% to each of the Class C and Class R Certificates.
ARTICLE II
FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS. To provide for the
distribution of the principal of and interest on the Certificates in accordance
with their terms, the distribution of all other sums distributable under the
Trust Agreement with respect to the Certificates and the performance of the
covenants contained in the Trust Agreement, the Depositor hereby bargains,
sells, conveys, assigns and transfers to the Trustee, in trust, without recourse
and for the exclusive benefit of the Certificateholders as their interests may
appear, all the Depositor's right, title and interest in and to any and all
benefits accruing to the Depositor from: (i) the Mortgage Loans, which the
Depositor is causing to be delivered to the Trustee (or the Custodian) herewith
(and all Qualified Substitute Mortgage Loans substituted therefor as provided by
Section 2.03 of the Standard Terms and pursuant to the terms of the Sales
Agreement), together in each case with the related Trustee Mortgage Loan Files
and the Depositor's interest in any Collateral that secured a Mortgage Loan but
that is acquired by foreclosure or deed-in-lieu of foreclosure after the Closing
Date, and all Monthly Payments due after the Cut-Off Date and all curtailments
or other principal prepayments received with respect to the Mortgage Loans paid
by the Borrower after the Cut-Off Date and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (ii) the Subsequent Mortgage Loans (iii) the
Servicing Agreement; (iv) the Sales Agreement, except that the Depositor does
not assign to the Trustee any of its rights under Sections 9 and 12 of the Sales
Agreement; (v) the Asset Proceeds Account, the Pre-Funding Account and the
Capitalized Interest Account, whether in the form of cash, instruments,
securities or other properties; and (vi) all proceeds of any of the foregoing
(including, but not limited to, all proceeds of any mortgage insurance, hazard
insurance, or title insurance policy relating to the Mortgage Loans, cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, rights to payment of any and every kind, and
other forms of obligations and receivables, which at any time constitute all or
part or are included in the proceeds of any of the foregoing) to pay the
Certificates as specified herein (items (i) through (vi) above, collectively,
the "Trust Estate").
The Trustee acknowledges the sales, assignments and pledges created by the
foregoing paragraphs, accepts the trust hereunder in accordance with the
provisions hereof and agrees to perform the duties set forth herein or required
by the Standard Terms to the end that the interests of the Certificateholders
may be adequately and effectively protected in accordance with the terms and
conditions of this Agreement.
By its execution of this Agreement, the Trustee acknowledges and declares
that it holds and will hold or has agreed to hold all documents delivered to it
from time to time with respect to the Mortgage Loans and all assets included in
the Trust Estate in trust for the exclusive use and benefit of all present and
future Certificateholders.
SECTION 2.02. PURCHASE OF SUBSEQUENT MORTGAGE LOANS.
(a) Subject to the satisfaction of the conditions set forth in
paragraph (b) below (based on the Master Servicer's review of such conditions)
in consideration of the delivery on a Subsequent Sales Date to or upon the order
of the Depositor of all or a portion of the Pre-Funded Amount, as the case may
be, the Depositor shall on such Subsequent Sales Date sell, transfer, assign,
set over and otherwise convey without recourse, to the Trust, and the Trustee
shall purchase on behalf of the Trust, all the Depositor's right, title and
interest in and to the Subsequent Mortgage Loans, together with the related
Trustee Mortgage Loan Files, covered by the Subsequent Sales Agreement delivered
on such date.
38
(b) The obligation of the Trust to acquire Subsequent Mortgage Loans is
subject to the satisfaction of each of the following conditions on or prior to
the related Subsequent Sales Date:
(i) the Depositor shall have delivered to the Trustee with a
copy to the Master Servicer a duly executed written
Subsequent Sales Agreement in substantially the form of
Schedule IV hereto, which shall include a Schedule of
Subsequent Mortgage Loans, and specifying the amount to be
withdrawn from the Pre-Funding Account;
(ii) the remaining term to maturity of each Subsequent Mortgage
Loan may not exceed 30 years;
(iii) no Subsequent Mortgage Loan will have been selected in a
manner adverse to the interests of Certificateholders;
(iv) the addition of the Subsequent Mortgage Loans will not
result in the reduction, qualification or withdrawal of the
then current ratings of the Certificates;
(v) no Subsequent Mortgage Loan may have a Loan-to-Value Ratio
greater than 100.00%;
(vi) each Subsequent Mortgage Loan will be underwritten in
accordance with the Seller's underwriting guidelines;
(vii) after giving effect to the acquisition of all the Subsequent
Mortgage Loans, the Mortgage Loans in Group I (which shall
all be fixed interest rate Mortgage Loans):
(A) will have a weighted average Mortgage Interest Rate
of not less than 10.25% per annum;
(B) will have a weighted average Combined Loan to Value
Ratio not in excess of 77.50%;
(C) shall be Mortgage Loans no more than 73.00% of which
(by Scheduled Principal Balance) were made in
connection with a cash out refinancing;
(D) shall be Mortgage Loans at least 72.00% of which (by
Scheduled Principal Balance) shall be classified by
Saxon Mortgage, Inc. as "A-" or better;
(E) shall be Mortgage Loans at least 75.00% of which (by
Scheduled Principal Balance) will have been
originated pursuant to a full documentation program;
and
(F) will have a weighted average credit score of not
less than 593.
(viii) after giving effect to the acquisition of all the Subsequent
Mortgage Loans, the Mortgage Loans in Group II (which shall
all be first lien, ARM Loans):
(A) will have a weighted average Mortgage Interest Rate
of not less than 10.40% per annum;
(B) will have a weighted average Loan to Value Ratio not
in excess of 78.50%;
39
(C) shall be Mortgage Loans at least 55.50% of which (by
Scheduled Principal Balance) shall be classified by
Saxon Mortgage, Inc. as "A-" or better; and
(D) will have a weighted average credit score of not less
than 572.
For purposes of making all calculations required by clauses
(vii) and (viii), the Scheduled Principal Balances of the
Initial Mortgage Loans at the Cut-Off Date and of the
Subsequent Mortgage Loans as of their respective Subsequent
Cut-Off Dates shall be used.
(ix) the Depositor shall have provided the Master Servicer and
the Trustee any information reasonably requested by any of
them with respect to the Subsequent Mortgage Loans then to
be sold to the Trust;
(x) the Depositor shall have delivered to the Master Servicer
for deposit in the Master Servicer Custodial Account all
principal and interest due in respect of such Subsequent
Mortgage Loans after the related Subsequent Cut-Off Date;
(xi) the Depositor shall have delivered to the Trustee, the
Underwriter and the Rating Agencies a letter from an
independent accountant stating whether or not the
characteristics of the Subsequent Mortgage Loans conform to
the characteristics of the Mortgage Loans listed on Schedule
I;
(xii) as of each Subsequent Sales Date, neither the Depositor nor
Saxon Mortgage shall be insolvent, nor will either of them
be made insolvent by such transfer;
(xiii) the Funding Period shall not have ended; and
(xiv) the Depositor and Saxon Mortgage, Inc. each shall have
delivered to the Master Servicer and the Trustee an
Officer's certificate confirming the satisfaction of each
condition precedent specified in this paragraph (b) and in
the related Subsequent Sales Agreement and opinions of
counsel with respect to corporate, bankruptcy and tax
matters relating to the transfer of Subsequent Mortgage
Loans in the forms substantially similar to those delivered
on the Closing Date.
(c) Pursuant to Section 2.03(b) hereof, the Trustee shall remit on each
Subsequent Sales Date to or upon the order of the Depositor from the Pre-Funding
Account the amount specified by the Master Servicer only upon the Trustee's
receipt of:
(i) a fully executed Subsequent Sales Agreement;
(ii) the two Officer's certificates required by Section
2.02(b)(xiv) hereof;
(iii) an Opinion or Opinions of Counsel from each of the Depositor
and Saxon Mortgage, Inc. required by Section 2.02(b)(xiv);
(iv) a letter from each Rating Agency on the final Subsequent
Sale Date confirming the condition found at Section
2.02(b)(iv);
(v) a letter from an independent accountant as required by
Section 2.02(b)(xi); and
(vi) the written instruction from the Master Servicer setting
forth the amounts to be paid as required by Section 2.03(b)
hereof. The Trustee may rely and shall be protected in
relying on all such Officer's certificates as evidencing
full compliance with all conditions precedent specified in
Section 2.02(b), without any further duty of inquiry with
respect thereto.
(d) On each Subsequent Sales Date and on the Master Servicer Reporting
Date immediately following the end of the Funding Period, the Master Servicer
shall determine:
40
(i) the amount and correct disposition of the Pre-Funded Amount
and the amount remaining in the Capitalized Interest
Account, and
(ii) any other necessary matters in connection with the
administration of the Pre-Funding Account and the
Capitalized Interest Account. With respect to each
Subsequent Sales Date, the Master Servicer shall determine
the Overfunded Interest Amount. If any amounts are released
as a result of an error in calculation to the Holders or the
Depositor from the Pre-Funding Account or from the
Capitalized Interest Account, the Depositor shall
immediately repay such amounts to the Master Servicer.
SECTION 2.03. PRE-FUNDING ACCOUNT AND CAPITALIZED INTEREST ACCOUNT
(a) The Trustee shall establish and maintain the Pre-Funding Account
and the Capitalized Interest Account, each to be held in trust for the benefit
of the Certificateholders. Each of the Pre-Funding Account and the Capitalized
Interest Account shall be an Eligible Account. On the Closing Date, the
Depositor will cause to be deposited in the Pre-Funding Account the Original
Pre-Funded Amount and in the Capitalized Interest Account the Initial
Capitalized Interest Amount.
(b) On any Subsequent Sales Date, the Master Servicer shall instruct
the Trustee, with a copy to the Depositor,
(i) to withdraw from the Pre-Funded Amount in the Pre-Funding
Account an amount equal to 100% of the aggregate Scheduled
Principal Balances of the Subsequent Mortgage Loans as of
the applicable Subsequent Cut-Off Date sold to the Trust on
such Subsequent Sales Date, and
(ii) to pay such amounts to or upon the order of the Depositor
upon satisfaction of the conditions set forth in Section
2.02(c) hereof with respect thereto. In no event shall the
Trustee withdraw from the Pre-Funding Account an amount in
excess of the Original Pre-Funded Amount.
(c) On each Master Servicer Remittance Date to and including the Master
Servicer Remittance Date immediately following the end of the Funding Period,
the Master Servicer shall instruct the Paying Agent to transfer: (i) to the
Capitalized Interest Account from the Pre-Funding Account, the Pre-Funding
Account Earnings; and (ii) to the Asset Proceeds Account from the Capitalized
Interest Account, the Capitalized Interest Requirement.
(d) On each Subsequent Sales Date the Master Servicer shall instruct
the Trustee to distribute the Overfunded Interest Amount, if any, to the
Depositor. At the end of the Funding Period, all amounts, if any, remaining in
the Capitalized Interest Account shall be transferred to the Depositor and the
Capitalized Interest Account shall be closed.
(e) On the Master Servicer Remittance Date immediately following the
end of the Funding Period, the Master Servicer shall instruct the Trustee to
transfer the Pre-Funded Amount to the Asset Proceeds Account for distribution to
the Holders of the Certificates in accordance with Section 3.03 (c) and (d)
hereof.
(f) The Pre-Funding Account and the Capitalized Interest Account shall
not be assets of any REMIC created pursuant to this Agreement.
ARTICLE III
REMITTING TO CERTIFICATEHOLDERS
SECTION 3.01. (RESERVED).
SECTION 3.02. (RESERVED).
SECTION 3.03. CERTIFICATE DISTRIBUTIONS.
41
(a) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of an amount equal to the Group I
Interest Funds in the following order of priority, and each such allocation
shall be made only after all preceding allocations shall have been made until
such amount shall have been fully allocated for such Distribution Date:
(i) to the Group I Class A Certificates and the Class A-IO-I
Component, the Current Interest and any Interest Carry
Forward Amount for the Group I Class A Certificates and the
Class A-IO-I Component; provided, however, if the Group I
Interest Funds and Group I Pledged Prepayment Penalties are
not sufficient to make a full distribution of the Current
Interest and any Interest Carry Forward Amount with respect
to all the Group I Class A Certificates and the Class A-IO-I
Component, such amount will be distributed pro rata among
each Class of the Group I Class A Certificates and the Class
A-IO-I Component based on the ratio of (x) the Current
Interest and Interest Carry Forward Amount for each Class of
the Group I Class A Certificates and the Class A-IO-I
Component to (y) the total amount of Current Interest and
any Interest Carry Forward Amount for the Group I Class A
Certificates and the Class A-IO-I Component;
(ii) to the Class MF-1 Certificates, the Class MF-1 Current
Interest;
(iii) to the Class MF-2 Certificates, the Class MF-2 Current
Interest;
(iv) to the Class BF-1 Certificates, the Class BF-1 Current
Interest; and
(v) any remainder pursuant to Section 3.03(e) hereof.
(b) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of an amount equal to the Group II
Interest Funds in the following order of priority, and each such allocation
shall be made only after all preceding allocations shall have been made until
such amount shall have been fully allocated for such Distribution Date:
(i) to the Group II Class A Certificates and the Class A-IO-II
Component, the Current Interest and any Interest Carry
Forward Amount for the Group II Class A Certificates and the
Class A-IO-II Component; provided, however, if the Group II
Interest Funds and Group II Pledged Prepayment Penalties are
not sufficient to make a full distribution of the Current
Interest and any Interest Carry Forward Amount with respect
to the Group II Class A Certificates and the Class A-IO-II
Component, such amount will be distributed pro rata among
the Group II Class A Certificates and the Class A-IO-II
Component based on the ratio of (x) the Current Interest and
Interest Carry Forward Amount for the Group II Class A
Certificates and the Class A-IO-II Component to (y) the
total amount of Current Interest and any Interest Carry
Forward Amount for the Group II Class A Certificates and the
Class A-IO-II Component;
(ii) to the Class MV-1 Certificates, the Class MV-1 Current
Interest;
(iii) to the Class MV-2 Certificates, the Class MV-2 Current
Interest;
(iv) to the Class BV-1 Certificates, the Class BV-1 Current
Interest; and
(v) any remainder pursuant to Section 3.03(f) hereof.
(c) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of an amount equal to the Group I
Principal Distribution Amount in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group I Class A Certificates, the Group I Class A
Principal Distribution Amount to be distributed as follows:
(x) the Class AF-6 Principal Distribution Amount to the
Class AF-6 Certificates; and (y) the balance of the Group I
Class A Principal Distribution Amount sequentially to the
42
Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5
and Class AF-6 Certificates, in that order, so that no such
distribution pursuant to this clause (i) will be made to any
such Class until the Certificate Principal Balances of all
Group I Class A Certificates with a lower numeral
designation shall have been reduced to zero; provided,
however, that, on any Distribution Date on which the Group I
Class A Certificate Principal Balance is equal to or greater
than the Scheduled Principal Balances of the Mortgage Loans
in Group I, the Group I Class A Principal Distribution
Amount will be distributed pro rata and not sequentially to
the Group I Class A Certificates;
(ii) to the Class MF-1 Certificates, the Group I Class MF-1
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) to the Class MF-2 Certificates, the Group I Class MF-2
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) to the Class BF-1 Certificates, the Group I Class BF-1
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
(v) to the Class PF-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(vi) any remainder pursuant to Section 3.03(e) hereof;
provided, however, that, before the Group I Stepdown Date or if a Group I
Trigger Event is in effect on any Distribution Date the Group I Principal
Distribution Amount shall be distributed in the following order of priority:
(a) to the Group I Class A Certificates in accordance with
clause (i) of this Section 3.03(c) until the Certificate
Principal Balance of the Group I Class A Certificates has
been reduced to zero;
(b) after the Certificate Principal Balance of the Group I Class
A Certificates has been reduced to zero, to the Class MF-1
Certificates until the Certificate Principal Balance of the
Class MF-1 Certificates has been reduced to zero;
(c) after the Certificate Principal Balance of the Class MF-1
Certificates has been reduced to zero, to the Class MF-2
Certificates until the Certificate Principal Balance of the
Class MF-2 Certificates has been reduced to zero, and
(d) after the Certificate Principal Balance of the Class MF-2
Certificates has been reduced to zero, to the Class BF-1
Certificates until the Certificate Principal Balance of the
Class BF-1 Certificates has been reduced to zero.
(d) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of an amount equal to the Group II
Principal Distribution Amount in the following order of priority, and each such
allocation shall be made only after all preceding allocations shall have been
made until such amount shall have been fully allocated for such Distribution
Date:
(i) to the Group II Class A Certificates, the Group II Class A
Principal Distribution Amount, until the Certificate
Principal Balance of such Class has been reduced to zero;
(ii) to the Class MV-1 Certificates, the Group II Class MV-1
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) to the Class MV-2 Certificates, the Group II Class MV-2
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
43
(iv) to the Class BV-1 Certificates, the Group II Class BV-1
Principal Distribution Amount, until the Certificate
Principal Balance thereof has been reduced to zero;
(v) to the Class PV-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and
(vi) any remainder pursuant to Section 3.03(f) hereof;
provided, however, that, before the Group II Stepdown Date or if a Group II
Trigger Event is in effect on any Distribution Date the Group II Principal
Distribution Amount shall be distributed in the following order of priority:
(a) to the Group II Class A Certificates until the Certificate
Principal Balance of the Group II Class A Certificates has
been reduced to zero;
(b) after the Certificate Principal Balance of the Group II
Class A Certificates has been reduced to zero, to the Class
MV-1 Certificates until the Certificate Principal Balance of
the Class MV-1 Certificates has been reduced to zero;
(c) after the Certificate Principal Balance of the Class MV-1
Certificates has been reduced to zero, to the Class MV-2
Certificates until the Certificate Principal Balance of the
Class MV-2 Certificates has been reduced to zero; and
(d) after the Certificate Principal Balance of the Class MV-2
Certificates has been reduced to zero, to the Class BV-1
Certificates until the Certificate Principal Balance of the
Class BV-1 Certificates has been reduced to zero.
(e) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of the remainders pursuant to
Sections 3.03(a)(v) and 3.03(c)(vi) and, to the extent required to make the
allocations set forth below in clauses (iii), (v) and (vii) of this Section
3.03(e), Section 3.03(f)(xii) hereof, in the following order of priority, and
each such allocation shall be made only after all preceding allocations shall
have been made until such remainders shall have been fully allocated:
(i) the Group I Extra Principal Distribution Amount in
accordance with Section 3.03(c);
(ii) to the Class MF-1 Certificates, the Class MF-1 Interest
Carry Forward Amount;
(iii) to the Class MF-1 Certificates, any Class MF-1 Unpaid
Realized Loss Amount;
(iv) to the Class MF-2 Certificates, the Class MF-2 Interest
Carry Forward Amount;
(v) to the Class MF-2 Certificates, any Class MF-2 Unpaid
Realized Loss Amount;
(vi) to the Class BF-1 Certificates, the Class BF-1 Interest
Carry Forward Amount;
(vii) to the Class BF-1 Certificates, any Class BF-1 Unpaid
Realized Loss Amount;
(viii) to the extent required to make the allocations set forth in
clauses (iii), (v) and (vii) of Section 3.03(f) hereof, in
that order, pursuant to Section 3.03(f) hereof; and
(ix) the remainder pursuant to Section 3.03(i) hereof.
(f) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of the remainders pursuant to
Sections 3.03(b)(v) and 3.03(d)(vi) and, to the extent required to make the
allocations set forth below in clauses (iii), (v) and (vii) of this Section
3.03(f), Section 3.03(e)(viii) hereof in the following order of priority, and
each such allocation shall be made only after all preceding allocations shall
have been made until such remainders have been fully allocated:
44
(i) the Group II Extra Principal Distribution Amount in
accordance with Section 3.03(d);
(ii) to the Class MV-1 Certificates, the Class MV-1 Interest
Carry Forward Amount;
(iii) to the Class MV-1 Certificates, any Class MV-1 Unpaid
Realized Loss Amounts;
(iv) to the Class MV-2 Certificates, the Class MV-2 Interest
Carry Forward Amount;
(v) to the Class MV-2 Certificates, any Class MV-2 Unpaid
Realized Loss Amounts;
(vi) to the Class BV-1 Certificates, the Class BV-1 Interest
Carry Forward Amount;
(vii) to the Class BV-1 Certificates, any Class BV-1 Unpaid
Realized Loss Amount;
(viii) on any Distribution Date on or before the Distribution Date
on which the Certificate Principal Balance of the Class AV-1
Certificates has been reduced to zero, to the Class AV-1
Certificates, the Class AV-1 Certificates Carryover;
(ix) on any Distribution Date on or before the Distribution Date
on which the Certificate Principal Balance of the Class MV-1
Certificates has been reduced to zero, to the Class MV-1
Certificates, the Class MV-1 Certificates Carryover;
(x) on any Distribution Date on or before the Distribution Date
on which the Certificate Principal Balance of the Class MV-2
Certificates has been reduced to zero, to the Class MV-2
Certificates, the Class MV-2 Certificates Carryover;
(xi) on any Distribution Date on or before the Distribution Date
on which the Certificate Principal Balance of the Class BV-1
Certificates has been reduced to zero, to the Class BV-1
Certificates, the Class BV-1 Certificates Carryover;
(xii) to the extent required to make the allocations set forth in
clauses (iii), (v) and (vii) of Section 3.03(e) hereof, in
that order, pursuant to Section 3.03(e) hereof; and
(xiii) the remainder pursuant to Section 3.03(i) hereof.
(g) On each distribution date, the Trustee shall distribute an amount
equal to the Class PF-1 Prepayment Amount for such Distribution Date to the
Class PF-1 Certificates.
(h) On each distribution date, the Trustee shall distribute an amount
equal to the Class PV-1 Prepayment Amount for such Distribution Date to the
Class PV-1 Certificates.
(i) On each Distribution Date, the Trustee shall make the following
allocations from the Asset Proceeds Account of the remainders pursuant to
Section 3.03(e)(ix) and (f)(xiii) hereof in the following order of priority, and
each such allocation shall be made only after the preceding allocations shall
have been made until such remainders have been fully allocated:
(i) to the Class C Certificates, the Class C Distribution
Amount; and
(ii) to the Class R Certificates, the remainder.
(j) On each Distribution Date, the Trustee shall allocate any excess of
the Group I Certificate Principal Balance over the Scheduled Principal Balances
of the Mortgage Loans in Group I to reduce the Certificate Principal Balances of
the Group I Subordinated Certificates in the following order of priority:
(i) to the Class BF-1 Certificates until the Class BF-1
Certificate Principal Balance is reduced to zero;
45
(ii) to the Class MF-2 Certificates until the Class MF-2
Certificate Principal Balance is reduced to zero; and
(iii) to the Class MF-1 Certificates until the Class MF-1
Certificate Principal Balance is reduced to zero.
(k) On each Distribution Date, the Trustee shall allocate any excess of
the Group II Certificate Principal Balance over the Scheduled Principal Balances
of the Mortgage Loans in Group II to reduce the Certificate Principal Balances
of the Group II Subordinated Certificates in the following order of priority:
(i) to the Class BV-1 Certificates until the Class BV-1
Certificate Principal Balance is reduced to zero;
(ii) to the Class MV-2 Certificates until the Class MV-2
Certificate Principal Balance is reduced to zero; and
(iii) to the Class MV-1 Certificates until the Class MV-1
Certificate Principal Balance is reduced to zero.
SECTION 3.04. REPORTS TO THE DEPOSITOR AND THE TRUSTEE:
On or before the Business Day preceding each Distribution Date, based on
information provided by the Servicer, the Master Servicer shall notify, or cause
to be notified, the Depositor and the Trustee of the following information with
respect to the next Distribution Date (which notification may be given by
facsimile, or by telephone promptly confirmed in writing):
(a) the aggregate amount then on deposit in the Asset Proceeds Account
and the source thereof (identified as interest, scheduled principal or
unscheduled principal);
(b) the amount of any Realized Losses, Applied Realized Loss Amounts
and Unpaid Realized Loss Amounts;
(c) the application of the amounts described in clauses (a) and (b) on
such Distribution Date in accordance with Section 3.03 hereof;
(d) whether a Group I or Group II Trigger Event has occurred; and
(e) For each Distribution Date during the Funding Period,
(i) the Group I Pre-Funded Amount and the Group II Pre-Funded
Amount previously used to acquire Subsequent Mortgage Loans;
(ii) the Group I Pre-Funding Account Earnings and the Group II
Pre-Funding Account Earnings transferred to the Asset
Proceeds Account;
(iii) the Group I Capitalized Interest Requirement and the Group
II Capitalized Interest Requirement transferred to the Asset
Proceeds Account; and
(iv) the Group I Pre-Funded Amount and the Group II Pre-Funded
Amount; and for the Distribution Dated following the end of
the Funding Period, the Group I Pre-Funded Amount
distributed as a part of a Group I Principal Distribution
and the Group II Pre-Funded Amount distributed as a part of
a Group II Principal Distribution Amount.
46
SECTION 3.05. REPORTS BY OR ON BEHALF OF THE MASTER SERVICER.
(a) On or before the Business Day preceding each Distribution Date,
based on information provided by the Servicer, the Master Servicer shall report
or cause to be published on the Trustee's website located at
▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇-▇▇▇▇.▇▇▇/▇▇▇▇ the following information:
(i) with respect to each Class of Certificates (other than Class
C and Class R) (based on a Certificate in the original
principal amount of $1,000):
(a) the amount of the distributions on such
Distribution Date;
(b) the amount of such distribution allocable to
interest;
(c) the amount of such distributions allocable to
principal, separately identifying the aggregate amount of any
prepayments, Substitution Shortfalls, repurchase amounts pursuant
to Section 2.03 of the Standard Terms or other recoveries of
principal included therein, any Group I or Group II Extra Principal
Distribution Amount and any Class MF-1, Class MF-2, Class BF-1,
Class MV-1, Class MV-2 and Class BV-1 Applied Realized Loss Amount
with respect to, and any Class MF-1, Class MF-2, Class BF-1, Class
MV-1, Class MV-2 and Class BV-1 Unpaid Realized Loss Amount at,
such Distribution Date;
(d) the principal balance after giving effect to any
distribution allocable to principal; and
(e) any Class AF-1, Class AF-2, Class AF-3, Class AF-4,
Class AF-5, Class AF-6, Class MF-1, Class MF-2 and Class BF-1
Interest Carry Forward Amount, any Class AV-1, Class MV-1, Class
MV-2 and Class BV-1 Interest Carry Forward Amount or any Class
AV-1, Class MV-1, Class MV-2 and Class BV-1 Certificates Carryover;
(ii) the Group I Net Rate and the Group II Net Rate;
(iii) the Realized Losses for Group I and Group II for the period
and since the Cut-Off Date;
(iv) the largest Mortgage Loan balance outstanding in each Group;
(v) the Prepayment Penalties owed by borrowers and (if
different) collected by the Servicer or the Master Servicer;
(vi) the Servicing Fees and Master Servicing Fees allocable to
each Group;
(vii) One-Month LIBOR on the most recent Interest Determination
Date;
(viii) the Pass-Through Rates for the Group II Certificates for the
current Accrual Period and, if the Pass-Through Rates for
any Class of the Group I Certificates for the current
Accrual Period are based on the Group I Net Rate (or Group
II Net Rate, as applicable), the Pass-Through Rates for the
Group I Certificates with respect to which the Group I Net
Rate (or Group II Net Rate, as applicable) applies; and
(ix) for each Distribution Date during the Funding Period, the
Pre-Funded Amount allocable to each Group.
(b) On each Distribution Date, based on information provided by the
Servicer, the Master Servicer will distribute or cause to be distributed to the
Depositor, each Holder, the Underwriters, the Rating Agencies and the Trustee,
together with the information described in subsection (a) preceding, the
following information with respect to each Mortgage Loan Group in hard copy:
47
(i) the number and aggregate principal balances of Mortgage
Loans in each Group (a) 30-59 days Delinquent, (b) 60-89
days Delinquent and (c) 90 or more days Delinquent, as of
the close of business as of the end of the related
prepayment period;
(ii) the percentage that each of the Scheduled Principal Balances
set forth pursuant to clauses (a), (b) and (c) of paragraph
(i) above represent with respect to all Mortgage Loans in
each Group;
(iii) the number and Scheduled Principal Balance of all Mortgage
Loans in each Group in foreclosure proceedings as of the
close of business as of the end of the related Prepayment
Period and in the immediately preceding Prepayment Period;
(iv) the number of Mortgagors and the Scheduled Principal
Balances of Mortgage Loans in each Group involved in
bankruptcy proceedings as of the close of business as of the
end of the related Prepayment Period;
(v) the aggregate number and aggregate book value of any REO
Property in each Group as of the close of business as of the
end of the related Prepayment Period; and
(vi) the number and amount by principal balance of 60+ Day
Delinquent Loans in each Group, in each case by Servicer and
as of the end of the related Prepayment Period.
(c) All allocations made by the Trustee shall be based on information
the Trustee receives from the Master Servicer which the Trustee shall be
protected in relying on.
(d) At the request of any Holder of any Private Certificate and a
prospective purchaser of a Private Certificate designated by any such Holder,
the Master Servicer on behalf of the Depositor will furnish to such persons a
copy of the Confidential Private Placement Memorandum, prepared by the Depositor
with respect to the private offering of such Certificates and copies of the
reports required to be furnished to Certificateholders pursuant to Section 3.04
hereof for the preceding two years (or such shorter period commencing March 1,
2001) pursuant to Section 5.05 of the Standard Terms.
SECTION 3.06. ADVANCE FACILITY.
(a) The Servicer on behalf of the Trust Fund is hereby authorized to
enter into a facility with any Person which provides that such Person (an
"Advancing Servicer") may make all or a portion of the Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Servicer's obligations to fund such Advances. To the extent that an
Advancing Servicer makes all or a portion of any Advance and provides the
Trustee with notice acknowledged by the Servicer that such Advancing Servicer is
entitled to reimbursement, such Advancing Servicer shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent provided
in Section 3.06(b). Such notice from the Advancing Servicer must specify the
amount of the reimbursement and must specify which Section of this Agreement
permits the Advance to be reimbursed. The Trustee shall be entitled to rely
without independent investigation on the Advancing Servicer's statement with
respect to the amount of any reimbursement pursuant to this Section 3.06 and
with respect to the Advancing Servicer's statement with respect to the Section
of this Agreement permits the Advance to be reimbursed. An Advancing Servicer
whose obligations are limited to the making will not be deemed to be a
Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall
not be permitted to reimburse itself therefor under Section 3.01(c) of the
Standard Terms prior to the remittance to the Trust Fund, but instead the
Servicer shall include such amounts in the applicable remittance to the Trustee
made pursuant to Section 3.02(a) of the Standard Terms. The Trustee is hereby
authorized to pay to the Advancing Servicer, reimbursements for Advances from
the Asset Proceeds Account to the same extent (except as provided below) the
Servicer would have been permitted to reimburse itself for such Advances in
accordance with Section 3.01(c) of the Standard Terms had the Servicer itself
funded such Advance. An Advancing Servicer is NOT entitled to be reimbursed by
the Trustee from the Asset Proceeds Account for any reimbursed Advances from
funds held in the Asset Proceeds Account for future distribution pursuant to
48
Section 3.04 of the Standard Terms. The Trustee is hereby authorized to pay
directly to the Advancing Servicer such portion of the Servicing Fee as the
parties to any advancing facility agree.
(c) All Advances made pursuant to the terms of this Agreement shall be
deemed made and shall be reimbursed on a "first-in-first out" (FIFO) basis;
except to the extent that the Trustee is acting as Successor Servicer its
Advances shall be reimbursed first.
ARTICLE IV
THE CERTIFICATES
SECTION 4.01. THE CERTIFICATES.
The Certificates shall be designated generally as the Mortgage Loan Asset
Backed Certificates, Series 2001-1. The aggregate principal amount of
Certificates that may be executed and delivered under this Agreement is limited
to $490,000,000, except for Certificates executed and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Certificates pursuant to Sections 5.04 or 5.06 of the Standard Terms. The
following table sets forth the Classes of Certificates, the initial Certificate
Principal Balance for each such Class and the CUSIP number for each Class:
Initial Certificate
Principal Balance
Class CUSIP
Group I - Fixed Rate Mortgage Loans
AF-1 $79,000,000 ▇▇▇▇▇▇▇▇▇
AF-2 $41,500,000 ▇▇▇▇▇▇▇▇▇
AF-3 $39,000,000 ▇▇▇▇▇▇▇▇▇
AF-4 $34,600,000 ▇▇▇▇▇▇▇▇▇
AF-5 $22,900,000 ▇▇▇▇▇▇▇▇▇
AF-6 $28,000,000 ▇▇▇▇▇▇▇▇▇
MF-1 $16,800,000 ▇▇▇▇▇▇▇▇▇
MF-2 $11,900,000 ▇▇▇▇▇▇▇▇▇
BF-1 $ 6,300,000 ▇▇▇▇▇▇▇▇▇
PF-1 $ 50
GROUP II - ADJUSTABLE RATE MORTGAGE LOANS
AV-1 $176,400,000 ▇▇▇▇▇▇▇▇▇
MV-1 $ 16,275,000 ▇▇▇▇▇▇▇▇▇
MV-2 $ 11,550,000 ▇▇▇▇▇▇▇▇▇
BV-1 $ 5,775,000 ▇▇▇▇▇▇▇▇▇
PV-1 $ 50
A-IO (1) ▇▇▇▇▇▇▇▇▇
C (2)
R (3)
49
---------------------
(1) The Class A-IO-I Certificates have no stated principal balance and are not
entitled to any scheduled distributions of principal.
(2) The Class C Certificates have no stated principal balance or Pass-Through
Rate and are entitled to receive the Class C Distribution Amount.
(3) The Class R Certificates have no stated principal balance or Pass-Through
Rate and are not entitled to any scheduled distributions of principal or
interest.
SECTION 4.02. DENOMINATIONS.
The Book-Entry Certificates shall be registered as one or more certificates
in the name of the Clearing Agency or its nominee. Beneficial interests in the
Book-Entry Certificates shall be held by the Beneficial Owners thereof through
the book-entry facilities of the Clearing Agency as described herein, in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof in
the case of the Public Certificates. So long as the Private Certificates are
Book-Entry Certificates, each Person which becomes a Beneficial Owner of Private
Certificates will be deemed to make the representations and agreements set forth
in the form of Rule 144A Agreement-QIB Certification attached as Exhibit D to
the Standard Terms, and to indemnify the Depositor, the Trustee and the Master
Servicer against any liability that may result if any transfer of a Private
Certificate by such person is not exempt from registration under the Securities
Act and all applicable state securities laws or is not made in accordance with
such federal and state laws. The Class C and Class R Certificates shall be
issued in certificated, fully-registered form in minimum Percentage Interests of
25% and integral multiples of 1% in excess thereof, except that two Class R
Certificates may be issued in different denominations.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.01. REQUEST FOR OPINIONS.
(a) The Depositor and the Master Servicer hereby request and authorize
McGuireWoods LLP, as their counsel in this transaction, to issue on behalf of
the Depositor and the Master Servicer such legal opinions to the Trustee and
each Rating Agency as may be (i) required by any and all documents, certificates
or agreements executed in connection with the Trust or (ii) requested by the
Trustee, any Rating Agency or their respective counsels.
(b) The Trustee hereby requests and authorizes its counsel to issue on
behalf of the Trustee such legal opinions to the Depositor, the Master Servicer,
and each Rating Agency as may be required by any and all documents, certificates
or agreements executed in connection with the establishment of the Trust and the
issuance of the Certificates.
SECTION 5.02. FORM OF CERTIFICATES; SCHEDULES AND EXHIBITS; GOVERNING LAW.
(a) The Certificates shall be substantially in the respective forms set
forth in the Exhibits hereto. All Certificates shall be dated the date of their
execution.
(b) Each of the Schedules and Exhibits attached hereto or referenced
herein is incorporated herein by reference as contemplated by the Standard
Terms.
50
(c) In accordance with Section 11.04 of the Standard Terms, this
Agreement shall be construed in accordance with and governed by the laws of the
State, without regard to any conflicts of laws principles thereof.
(d) Notwithstanding Section 5.05(a) of the Standard Terms, Class C and
Class R Certificates shall only be transferable to an affiliate of the Depositor
or a Qualified Institutional Buyer.
SECTION 5.03. OPTIONAL TERMINATION.
(a) On any Master Servicer Remittance Date on or after the Initial
Optional Termination Date, the Master Servicer may determine to purchase and may
cause the purchase from the Trust of all (but not fewer than all) Mortgage Loans
and all property theretofore acquired in respect of any Mortgage Loan by
foreclosure, deed in lieu of foreclosure, or otherwise then remaining in the
Trust Estate at a price equal to 100% of the aggregate Scheduled Principal
Balances of the Mortgage Loans (including any REO Property) as of the day of
purchase minus amounts remitted from the Master Servicer Custodial Account to
the Asset Proceeds Account representing collections of principal on the Mortgage
Loans during the current Remittance Period, plus one month's interest on such
amount, plus in all cases all accrued and unpaid Servicing Fees and Master
Servicing Fees plus the aggregate amount of any unreimbursed Advances and any
Advances which the Servicer or the Master Servicer has theretofore failed to
remit; but in any event such purchase amount shall be sufficient to retire all
Group I and Group II Certificates in full. In connection with such purchase, the
Master Servicer shall remit to the Trustee all amounts then on deposit in the
Master Servicer Custodial Account for deposit to the Asset Proceeds Account,
which deposit shall be deemed to have occurred immediately preceding such
purchase.
(b) The Master Servicer shall direct the Trustee to adopt and the
Trustee shall adopt, as to each REMIC established hereunder, a plan of complete
liquidation as contemplated by Section 860F(a)(4) of the Code and as prepared by
the Master Servicer, and shall provide to the Trustee an Opinion of Counsel
experienced in federal income tax matters acceptable to the Trustee to the
effect that such purchase and liquidation constitutes, as to each REMIC, a
Qualified Liquidation. In addition, the Master Servicer shall provide to the
Trustee an Opinion of Counsel acceptable to the Trustee to the effect that such
purchase and liquidation does not constitute a preference payment pursuant to
the United States Bankruptcy Code.
(c) Promptly following any purchase described in this Section 5.04, the
Trustee will release the Trustee Mortgage Loan File to the Master Servicer or
otherwise upon its order.
SECTION 5.04. MASTER SERVICER; CERTIFICATE REGISTRAR, PAYING AGENT AND
CALCULATION AGENT
(a) Saxon Mortgage, Inc. is hereby appointed as Master Servicer
hereunder.
(b) Bankers Trust Company is hereby appointed as Certificate Registrar,
Paying Agent, and Calculation Agent. As Calculation Agent, Bankers Trust Company
will be responsible for calculating and distributing to holders of Certificates
on a timely basis all amounts of principal and interest on each Distribution
Date and for (i) preparing and distributing on a timely basis all related
payment distribution statements to Holders of Certificates, (ii) preparing and
filing on a timely basis with the Securities and Exchange Commission all
required reports under the Securities Exchange Act of 1934 relating to the Trust
and (iii) preparing and distributing on a timely basis all reports required by
Sections 3.04 and 3.05 of this Agreement. The Master Servicer can remove the
Calculation Agent upon 30 days written notice.
(c) In the event that the Person serving as Trustee hereunder is also
serving as the Certificate Registrar, Paying Agent and Calculation Agent, the
rights, powers, immunities and indemnities afforded to the Trustee hereunder
shall also be afforded to such Certificate Registrar, Paying Agent and
Calculation Agent.
51
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized and their respective signatures duly attested all as of March 1,
2001.
SAXON ASSET SECURITIES COMPANY
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Senior Vice President
SAXON MORTGAGE, INC.
AS MASTER SERVICER
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Senior Vice President
BANKERS TRUST COMPANY
AS TRUSTEE
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Assistant Secretary
52
COUNTY OF HENRICO )
) ss.:
COMMONWEALTH OF VIRGINIA )
The foregoing instrument was acknowledged before me March __, 2001, by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President of Saxon Asset Securities Company, a
Virginia corporation, on behalf of the corporation.
-----------------------------------------
Notary Public
My Commission expires:
53
COUNTY OF HENRICO )
) ss.:
COMMONWEALTH OF VIRGINIA )
The foregoing instrument was acknowledged before me on March __, 2001, by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President of Saxon Mortgage, Inc., a Virginia
corporation, on behalf of the corporation.
-----------------------------------------
Notary Public
My Commission expires:
54
)
) ss.:
STATE OF CALIFORNIA )
The foregoing instrument was acknowledged before me March __, 2001, by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Assistant Secretary of Bankers Trust Company, a New York
corporation, on behalf of the bank.
-----------------------------------------
Notary Public
My Commission expires:
55
Schedule I
MORTGAGE LOANS
A. Group I Mortgage Loans.
B. Group II Mortgage Loans.
56
Schedule II
SALES AGREEMENT
57
Schedule III
SERVICING AGREEMENT
58
Schedule IV
FORM OF SUBSEQUENT SALES AGREEMENT
59