CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
WELLS FARGO BANK,
N.A.,
Master Servicer, Servicer,
Back-Up Servicer and Trust Administrator,
SELECT PORTFOLIO SERVICING,
INC.,
Servicers,
WILSHIRE CREDIT
CORPORATION
Special Servicer,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
DATED AS OF FEBRUARY 1,
2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-2
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-2
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS
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11
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ARTICLE II CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
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74
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SECTION 2.01.
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Conveyance of Trust Fund.
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74
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SECTION 2.02.
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Acceptance by the Trustee.
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80
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SECTION 2.03.
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Representations and Warranties of the Seller,
Master Servicer and Servicers.
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82
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SECTION 2.04.
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Representations and Warranties of the Depositor
as to the Mortgage Loans.
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84
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SECTION 2.05.
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Delivery of Opinion of Counsel in Connection
with Substitutions.
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84
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SECTION 2.06.
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Issuance of Certificates.
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85
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SECTION 2.07.
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REMIC Provisions.
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85
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SECTION 2.08.
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Covenants of the Master Servicer and each
Servicer.
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90
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ARTICLE III ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
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91
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SECTION 3.01.
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Servicers to Service Mortgage Loans.
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91
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SECTION 3.02.
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Subservicing; Enforcement of the Obligations of
Subservicers.
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92
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SECTION 3.03.
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Master Servicing by Master Servicer.
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95
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SECTION 3.04.
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Trustee to Act as Master Servicer or
Servicer.
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95
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SECTION 3.05.
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Collection of Mortgage Loans; Collection
Accounts; Certificate Account.
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96
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SECTION 3.06.
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Establishment of and Deposits to Escrow
Accounts; Permitted Withdrawals from Escrow Accounts; Payments of
Taxes, Insurance and Other Charges.
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98
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SECTION 3.07.
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Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections.
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101
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SECTION 3.08.
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Permitted Withdrawals from the Collection
Accounts and Certificate Account.
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101
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SECTION 3.09.
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Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty Insurance Policy;
Claims; Restoration of Mortgaged Property.
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103
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SECTION 3.10.
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Enforcement of Due on Sale Clauses; Assumption
Agreements.
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106
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SECTION 3.11.
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Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
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108
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SECTION 3.12.
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Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files.
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111
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SECTION 3.13.
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Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust.
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112
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SECTION 3.14.
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Servicing Fee; Indemnification of Master
Servicer.
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112
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SECTION 3.15.
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Access to Certain Documentation.
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113
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SECTION 3.16.
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Annual Statement as to Compliance.
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114
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SECTION 3.17.
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Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
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114
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SECTION 3.18.
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Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
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116
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SECTION 3.19.
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Special Serviced Mortgage Loans.
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116
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SECTION 3.20.
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Indemnification of Servicers and Master
Servicer.
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117
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SECTION 3.21.
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Notification of Adjustments.
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117
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SECTION 3.22.
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Designated Mortgage Loans.
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117
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SECTION 3.23.
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Assigned Prepayment Premiums.
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119
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ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
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120
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SECTION 4.01.
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Priorities of Distribution.
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120
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SECTION 4.02.
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Allocation of Losses.
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131
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SECTION 4.03.
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Recoveries.
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132
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SECTION 4.04.
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Reserved.
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133
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SECTION 4.05.
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Monthly Statements to
Certificateholders.
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133
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SECTION 4.06.
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Servicer to Cooperate.
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134
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SECTION 4.07.
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Cross-Collateralization; Adjustments to
Available Funds.
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134
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SECTION 4.08.
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Reserved.
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135
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SECTION 4.09.
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Reserved.
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135
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SECTION 4.10.
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Group 6 Interest Rate Cap Account.
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135
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ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS
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138
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SECTION 5.01.
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Advances by the Master Servicer and
Servicers.
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138
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ARTICLE VI THE CERTIFICATES
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139
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SECTION 6.01.
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The Certificates.
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139
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SECTION 6.02.
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Registration of Transfer and Exchange of
Certificates.
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140
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SECTION 6.03.
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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144
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SECTION 6.04.
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Persons Deemed Owners.
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145
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SECTION 6.05.
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Access to List of Certificateholders’
Names and Addresses.
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145
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SECTION 6.06.
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Maintenance of Office or Agency.
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145
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SECTION 6.07.
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Book Entry Certificates.
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145
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SECTION 6.08.
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Notices to Clearing Agency.
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146
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SECTION 6.09.
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Definitive Certificates.
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146
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ARTICLE VII THE DEPOSITOR, THE SELLER, THE
MASTER SERVICER, THE SERVICERS AND THE SPECIAL SERVICER
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148
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SECTION 7.01.
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Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the Servicers and the
Special Servicer.
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148
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SECTION 7.02.
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Merger or Consolidation of the Seller, the
Depositor, the Back Up Servicer, the Master Servicer, the Servicers
or the Special Servicer.
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148
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SECTION 7.03.
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Limitation on Liability of the Seller, the
Depositor, the Master Servicer, the Back-Up Servicer, the
Servicers, the Special Servicer and Others.
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149
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SECTION 7.04.
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Master Servicer and Servicer Not to Resign;
Transfer of Servicing.
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149
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SECTION 7.05.
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Master Servicer, Seller and Servicers May Own
Certificates.
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150
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SECTION 7.06.
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Termination of Duties of the Back-Up
Servicer.
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150
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ARTICLE VIII DEFAULT
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151
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SECTION 8.01.
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Events of Default.
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151
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SECTION 8.02.
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Master Servicer or Trust Administrator to Act;
Appointment of Successor.
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154
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SECTION 8.03.
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Notification to Certificateholders.
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156
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SECTION 8.04.
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Waiver of Events of Default.
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156
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ARTICLE IX CONCERNING THE TRUSTEE
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156
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SECTION 9.01.
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Duties of Trustee.
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156
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SECTION 9.02.
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Certain Matters Affecting the
Trustee.
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158
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SECTION 9.03.
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Trustee Not Liable for Certificates or Mortgage
Loans.
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159
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SECTION 9.04.
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Trustee May Own Certificates.
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159
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SECTION 9.05.
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Trustee’s Fees and Expenses.
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159
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SECTION 9.06.
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Eligibility Requirements for Trustee.
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160
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SECTION 9.07.
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Resignation and Removal of Trustee.
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160
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SECTION 9.08.
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Successor Trustee.
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161
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SECTION 9.09.
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Merger or Consolidation of Trustee.
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161
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SECTION 9.10.
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Appointment of Co Trustee or Separate
Trustee.
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162
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SECTION 9.11.
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Office of the Trustee.
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163
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ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR
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164
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SECTION 10.01.
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Duties of Trust Administrator.
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164
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SECTION 10.02.
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Certain Matters Affecting the Trust
Administrator.
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165
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SECTION 10.03.
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Trust Administrator Not Liable for Certificates
or Mortgage Loans.
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167
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SECTION 10.04.
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Trust Administrator May Own
Certificates.
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167
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SECTION 10.05.
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Trust Administrator’s Fees and
Expenses.
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167
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SECTION 10.06.
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Eligibility Requirements for Trust
Administrator.
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168
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SECTION 10.07.
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Resignation and Removal of Trust
Administrator.
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168
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SECTION 10.08.
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Successor Trust Administrator.
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169
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SECTION 10.09.
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Merger or Consolidation of Trust
Administrator.
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170
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SECTION 10.10.
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Appointment of Co-Trust Administrator or
Separate Trust Administrator.
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170
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SECTION 10.11.
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Office of the Trust Administrator.
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171
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SECTION 10.12.
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Tax Return.
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171
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SECTION 10.13.
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Commission Reporting.
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171
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SECTION 10.14.
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Determination of Certificate Index.
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174
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ARTICLE XI TERMINATION
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175
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SECTION 11.01.
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Termination upon Liquidation or Purchase of all
Mortgage Loans.
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175
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SECTION 11.02.
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Procedure Upon Optional Termination.
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176
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SECTION 11.03.
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Additional Termination Requirements.
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177
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ARTICLE XII MISCELLANEOUS PROVISIONS
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179
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SECTION 12.01.
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Amendment.
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179
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SECTION 12.02.
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Recordation of Agreement;
Counterparts.
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181
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SECTION 12.03.
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Governing Law.
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181
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SECTION 12.04.
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Intention of Parties.
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181
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SECTION 12.05.
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Notices.
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182
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SECTION 12.06.
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Severability of Provisions.
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183
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SECTION 12.07.
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Limitation on Rights of
Certificateholders.
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183
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SECTION 12.08.
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Certificates Nonassessable and Fully
Paid.
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184
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SECTION 12.09.
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Protection of Assets.
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184
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SECTION 12.10.
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Non-Solicitation.
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185
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ARTICLE XIII SPS AND THE MASTER
SERVICER
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186
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SECTION 13.01.
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Reports and Notices.
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186
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SECTION 13.02.
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Master Servicer’s Oversight With Respect
to the SPS Mortgage Loans.
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187
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SECTION 13.03.
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Termination.
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187
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SECTION 13.04.
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Liability and Indemnification.
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187
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SECTION 13.05.
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Confidentiality.
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187
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EXHIBITS
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Exhibit A:
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Form of Class A
Certificate
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A-1
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Exhibit B:
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Form of Class 6-M
Certificate
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B-1
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Exhibit C:
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Form of Class C-B
Certificate
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C-1
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Exhibit D-1:
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Form of Class AR
Certificate
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D-1-1
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Exhibit D-2:
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Form of Class AR-L
Certificate
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D-2-1
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Exhibit E:
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Form of Class P
Certificate
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E-1
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Exhibit F:
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Form of Class 6-X
Certificate
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F-1
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Exhibit G:
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Reserved
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G-1
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Exhibit H:
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Form of Servicer
Information
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H-1
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Exhibit I-1:
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Form of Trust Receipt and Initial
Certification
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I-1
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Exhibit I-2:
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Form of Trust Receipt and
Subsequent Certification
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I-1
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Exhibit J:
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Form of Trust Receipt and Final
Certification
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J-1
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Exhibit K:
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Form of Request for
Release
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K-1
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Exhibit L:
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Form of Transferor
Certificate
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L-1
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Exhibit M-1:
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Form of Investment
Letter
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M-1-1
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Exhibit M-2:
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Form of Rule 144A
Letter
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M-2-1
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Exhibit N:
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Form of Investor Transfer
Affidavit and Agreement
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N-1
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Exhibit O:
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Form of Transfer
Certificate
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O-1
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Exhibit P:
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Form of SPS Mortgage Loans
Report
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P-1-1
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Exhibit Q:
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Form of Foreclosure Settlement
Statement
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Q-1
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Exhibit R:
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Form of Subsequent Transfer
Agreement
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R-1
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Exhibit S:
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Form of Monthly Statement to
Certificateholders
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S-1
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Exhibit T:
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Form of Depositor
Certification
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T-1
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Exhibit U:
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Form of Trust Administrator
Certification
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U-1
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Exhibit V-1:
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Form of Master Servicer
Certification
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V-1-1
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Exhibit V-2:
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Form of Servicer
Certification
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V-2-1
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Exhibit X:
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Form of Certification Regarding
Substitution of Defective Mortgage Loans
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W-1
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SCHEDULES
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Schedule I:
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Mortgage Loan Schedule
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I-1
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Schedule IIA:
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Representations and Warranties of
Seller - DLJMC
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IIA-1
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Schedule IIB:
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Representations and Warranties of
Master Servicer - Wells Fargo
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IIB-1
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Schedule IIC:
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[Reserved]
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IIC-1
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Schedule IID:
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Representations and Warranties of
Servicer - SPS
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IID-1
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Schedule IIE:
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[Reserved]
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IIE-1
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Schedule IIF:
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Representations and Warranties of
Servicer - Wells Fargo
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IIF-1
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Schedule IIG:
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Representations and Warranties of
Special Servicer - Wilshire
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IIG-1
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Schedule III:
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Representations and Warranties of
DLJMC - Mortgage Loans
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III-1
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Schedule IV:
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[Reserved]
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IV-1
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APPENDICES
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Appendix A:
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Calculation of Class Y
Principal Reduction Amounts
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Appendix A-1
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THIS POOLING AND SERVICING
AGREEMENT, dated as of February 1, 2005, is hereby executed by and
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a
Delaware corporation, as depositor (the “Depositor”),
DLJ MORTGAGE CAPITAL, INC. (“DLJMC”), a Delaware
corporation, as seller (in such capacity, the
“Seller”), WELLS FARGO BANK, N.A., a national banking
association, as master servicer (in such capacity, the
“Master Servicer”), as a servicer (in such capacity, a
“Servicer”), as back-up servicer (in such capacity, the
“Back-Up Servicer”) and as trust administrator (in such
capacity, the “Trust Administrator”), SELECT PORTFOLIO
SERVICING, INC. (“SPS”), a Utah corporation, as a
servicer (in such capacity, a “Servicer”), WILSHIRE
CREDIT CORPORATION, a Nevada corporation, as special servicer (in
such capacity, the “Special Servicer”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as trustee
(in such capacity, the “Trustee”). Capitalized terms
used in this Agreement and not otherwise defined will have the
meanings assigned to them in Article I below.
PRELIMINARY
STATEMENT
The Depositor is the owner of the
Trust Fund (other than the Trust’s rights under the
Group 6 Interest Rate Cap Agreement) that is hereby
conveyed to the Trustee in return for the Certificates. The Trust
Fund (exclusive of any entitlement to Assigned Prepayment Premiums,
the Group 6 Interest Rate Cap Agreement and assets held in the
Group 6 Interest Rate Cap Account) for federal income tax
purposes shall consist of four REMICs (referred to as
“REMIC I,” “REMIC II,”
“REMIC III” and
“REMIC IV”).
REMIC
I
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 1, Group 2, Group 3,
Group 4 and Group 5 Mortgage Loans and certain other
related assets (exclusive of any entitlement to Assigned Prepayment
Premiums, the Group 4 Excess Interest, the Group 5 Excess
Interest, the Group 6 Interest Rate Cap Agreement and the
assets held in the Group 6 Interest Rate Cap Account, the
Prefunding Account and the Capitalized Interest Account) subject to
this Agreement as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes, and such
segregated pool of assets will be designated as
“REMIC I.” Component I of the Class AR-L
Certificates will represent the sole Class of “residual
interests” in REMIC I for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance
rate (the “Uncertificated REMIC I Pass-Through
Rate”) and initial Uncertificated Principal Balance for each
of the “regular interests” in REMIC I (the
“REMIC I Regular Interests”) and the Class
Principal Balance of Component I of the Class AR-L
Certificates. The “latest possible maturity date”
(determined solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular
Interest shall be the Maturity Date. None of the REMIC I
Regular Interests will be certificated.
Class Designation for each
REMIC I Regular
Interest and Component I of the Class
AR-L Certificates
|
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Uncertificated REMIC
I Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or Class
Principal Balance
|
|
|
Class Y-1
|
Regular
|
Variable(1)
|
$ 36,046.25
|
June 2035
|
|
Class Y-2
|
Regular
|
Variable(2)
|
$ 53,304.24
|
June 2035
|
|
Class Y-3
|
Regular
|
Variable(3)
|
$ 72,312.90
|
June 2035
|
|
Class Y-4
|
Regular
|
Variable(4)
|
$ 36,189.59
|
June 2035
|
|
Class Y-5
|
Regular
|
Variable(5)
|
$ 98,532.59
|
June 2035
|
|
Class Z-1
|
Regular
|
Variable(1)
|
$ 76,055,047.37
|
June 2035
|
|
Class Z-2
|
Regular
|
Variable(2)
|
$106,555,998.32
|
June 2035
|
|
Class Z-3
|
Regular
|
Variable(3)
|
$144,553,495.26
|
June 2035
|
|
Class Z-4
|
Regular
|
Variable(4)
|
$ 72,342,994.83
|
June 2035
|
|
Class Z-5
|
Regular
|
Variable(5)
|
$196,966,646.11
|
June 2035
|
|
Component I of the
Class AR-L
|
Residual
|
Variable(1)
|
$50.00
|
June 2035
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC I Regular and Residual Interests, the
“latest possible maturity date” shall be the Final
Maturity Date.
|
|
|
(1) Interest
distributed to the REMIC I Regular Interests Y-1 and Z-1 and
Component I of the Class AR-L Certificates on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 1 Loans on the applicable
Uncertificated Principal Balance or Class Principal Balance
outstanding immediately before such Distribution Date.
|
|
|
(2) Interest distributed to the REMIC I Regular
Interests Y-2 and Z-2 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 2 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(3) Interest distributed to the REMIC I Regular
Interests Y-3 and Z-3 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 3 Loans less 0.020% on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
|
|
|
(4) Interest distributed to the REMIC I Regular
Interests Y-4 and Z-4 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans less 0.020% on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
|
|
|
(5) Interest distributed to the REMIC I Regular
Interests Y-5 and Z-5 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans less 0.020% on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
|
|
|
|
|
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|
|
REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 6 Mortgage Loans, the
Group 4 Excess Interest Amount, the Group 5 Excess
Interest Amount and certain other related assets (exclusive of any
entitlement to Assigned Prepayment Premiums, the Group 6
Interest Rate Cap Agreement and assets held in Group 6
Interest Rate Cap Account, the Prefunding Account and the
Capitalized Interest Account) subject to this Agreement as a real
estate mortgage investment conduit (a “REMIC”) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC II.”
Component II of the Class AR-L Certificates will
represent the sole Class of “residual interests”
in REMIC II for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the
“Uncertificated REMIC II Pass-Through Rate”) and
initial Uncertificated Principal Balance for each of the
“regular interests” in REMIC II (the
“REMIC II Regular Interests”). The “latest
possible maturity date” (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii))
for each REMIC II Regular Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be
certificated.
Class Designation for each
REMIC II
Regular Interest and Component II of the Class
AR-L Certificates
|
|
Uncertificated REMIC
II Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
|
|
Class Y-6A
|
Regular
|
Variable(1)
|
$ 250,011.52
|
June 2035
|
|
Class Y-6B
|
Regular
|
Variable(2)
|
$ 54,946.81
|
June 2035
|
|
Class Z-6A
|
Regular
|
Variable(1)
|
$ 499,773,030.04
|
June 2035
|
|
Class Z-6B
|
Regular
|
Variable(2)
|
$ 109,840,086.55
|
June 2035
|
|
Class LT-IO
|
Regular
|
Variable(3)
|
$ 0.00
|
June 2035
|
|
Component II of the
Class AR-L
|
Regular
|
N/A
|
$ 0.00
|
June 2035
|
|
(1) Interest distributed to the REMIC II
Regular Interests Y-6A and Z-6A on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(2) Interest distributed to the REMIC II
Regular Interests Y-6B and Z-6B on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(3) Interest distributed to the REMIC II
Regular Interest LT-IO on each Distribution Date will be equal to
the sum of the Group 4 Excess Interest Amount and the
Group 5 Excess Interest Amount for such Distribution
Date.
|
REMIC
III
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the REMIC I Regular Interests and the
REMIC II Regular Interests and certain other related assets
(exclusive of any entitlement to Assigned Prepayment Premiums, the
Group 6 Interest Rate Cap Agreement and assets held in the
Group 6 Interest Rate Cap Account, the Prefunding Account and
the Capitalized Interest Account) subject to this Agreement as a
real estate mortgage investment conduit (a “REMIC”) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC III.”
Component I of the Class AR Certificates will represent
the sole Class of “residual interests” in
REMIC III for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the
“Uncertificated REMIC III Pass-Through Rate”) and
initial Uncertificated Principal Balance for each of the
“regular interests” in REMIC III (the
“REMIC III Regular Interests”) and the Class
Principal Balance of Component I of the Class AR
Certificates. The “latest possible maturity date”
(determined solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular
Interest shall be the Maturity Date. None of the REMIC III
Regular Interests will be certificated.
Class Designation for each
REMIC III
Regular Interest and Component I of the Class
AR Certificates
|
|
Uncertificated REMIC
III Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or Class
Principal Balance
|
|
|
Class 1-A-1L
|
Regular
|
Variable(1)
|
$ 21,603,000.00
|
June 2035
|
|
Class 2-A-1L
|
Regular
|
Variable(2)
|
$ 136,093,000.00
|
June 2035
|
|
Class 3-A-1L
|
Regular
|
Variable(3)
|
$ 68,109,000.00
|
June 2035
|
|
Class 4-A-1L
|
Regular
|
Variable(4)
|
$ 100,320,000.00
|
June 2035
|
|
Class 5-A-1L
|
Regular
|
Variable(5)
|
$ 132,300,000.00
|
June 2035
|
|
Class C-B-1L
|
Regular
|
Variable(6)
|
$ 15,510,000.00
|
June 2035
|
|
Class C-B-2L
|
Regular
|
Variable(6)
|
$ 7,160,000.00
|
June 2035
|
|
Class C-B-3L
|
Regular
|
Variable(6)
|
$ 4,180,000.00
|
June 2035
|
|
Class C-B-4L
|
Regular
|
Variable(6)
|
$ 3,580,000.00
|
June 2035
|
|
Class C-B-5L
|
Regular
|
Variable(6)
|
$ 2,985,000.00
|
June 2035
|
|
Class C-B-6L
|
Regular
|
Variable(6)
|
$ 3,050,000.00
|
June 2035
|
|
Class LT-1
|
Regular
|
Variable(7)
|
$ 109,820,425.82
|
June 2035
|
|
Class LT-2
|
Regular
|
Variable(7)
|
$ 2,318.27
|
June 2035
|
|
Class LT-3
|
Regular
|
0.00%
|
$ 8,671.23
|
June 2035
|
|
Class LT-4
|
Regular
|
Variable(8)
|
$ 8,671.23
|
June 2035
|
|
Class LT-5
|
Regular
|
Variable(9)
|
$ 499,685,320.03
|
June 2035
|
|
Class LT-6
|
Regular
|
Variable(9)
|
$ 12,294.60
|
June 2035
|
|
Class LT-7
|
Regular
|
0.00%
|
$ 37,707.70
|
June 2035
|
|
Class LT-8
|
Regular
|
Variable(10)
|
$ 37,707.70
|
June 2035
|
|
Class LT-Y6A
|
Regular
|
Variable(11)
|
$ 54,946.81
|
June 2035
|
|
Class LT-Y6B
|
Regular
|
Variable(12)
|
$ 250,011.52
|
June 2035
|
|
Class IOL
|
Regular
|
Variable(13)
|
$
0.00
|
June 2035
|
|
Component I of the Class AR
|
Residual
|
Variable(1)
|
$ 50.00
|
June 2035
|
|
|
|
|
|
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC III Regular and Residual Interests,
the “latest possible maturity date” shall be the Final
Maturity Date.
|
|
|
|
|
|
|
|
|
|
(1) Interest
distributed to the REMIC III Regular Interest 1-A-1L and
Component I of the Class AR Certificates on each Distribution Date
will have accrued at the weighted average of the Net Mortgage Rates
for the Group 1 Loans on the applicable Uncertificated
Principal Balance or Class Principal Balance outstanding
immediately before such Distribution Date.
|
|
(2) Interest distributed to the REMIC III
Regular Interest 2-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 2 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(3) Interest distributed to the REMIC III
Regular Interest 3-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 3 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(4) Interest distributed to the REMIC III
Regular Interest 4-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(5) Interest distributed to the REMIC III
Regular Interest 5-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 5 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(6) Interest distributed to the REMIC III
Regular Interests C-B-1L, C-B-2L, C-B-3L, C-B-4L, C-B-5L and C-B-6L
on each Distribution Date will have accrued at the weighted average
of (a) the weighted average of the Net Mortgage Rates for the
Group 1 Loans, (b) the weighted average of the Net Mortgage
Rates for the Group 2 Loans, (c) the weighted average of the
Net Mortgage Rates for the Group 3 Loans, (d) the weighted
average of the Net Mortgage Rates for the Group 4 Loans,
weighted on the basis of the Subordinate Component Balances of the
respective Loan Groups, and (e) the weighted average of the Net
Mortgage Rates for the Group 5 Loans, weighted on the basis of
the Subordinate Component Balances of the respective Loan Groupson
the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date, which is equal to the
weighted average of the interest rates on the Class Y-1, Class Y-2,
Class Y-3, Class Y-4 and Class Y-5 REMIC I Regular Interests
weighted on the basis of their respective principal
balances
|
|
(7) Interest distributed to the REMIC III
Regular Interests LT-1 and LT-2 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date
|
|
(8) Interest distributed to the REMIC III
Regular Interest LT-4 on each Distribution Date will have accrued
at twice the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(9) Interest distributed to the REMIC III
Regular Interests LT-5 and LT-6 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(10) Interest distributed to the REMIC III
Regular Interest LT-8 on each Distribution Date will have accrued
at twice the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(11) Interest distributed to the REMIC III
Regular Interest LT-Y6A on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the Group 6A
Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(12) Interest distributed to the REMIC III
Regular Interest LT-Y6B on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the Group 6B
Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
|
(13) Interest distributed to the REMIC III
Regular Interest IOL on each Distribution Date will be equal to the
sum of the Group 4 Excess Interest Amount and the Group 5
Excess Interest Amount for such Distribution Date.
|
REMIC
IV
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as REMIC IV. Component II of the
Class AR Certificates will represent the sole Class of
“residual interests” in REMIC IV for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing
“regular interests” in REMIC IV and
Component II of the Class AR Certificates. The
“latest possible maturity date” (determined solely for
purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii)) for each Class of REMIC IV
Regular Certificates shall be the Maturity Date.
|
|
|
Pass-Through
Rate (per annum)
|
|
Integral Multiples
in Excess
of Minimum
|
|
Class 1-A-1
|
$ 50,000,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-X
|
(2)
|
Variable(3)
|
$100,000
|
$1
|
|
Class 1-A-2
|
$ 21,603,000.00
|
Variable(4)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$ 136,093,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$ 68,109,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 4-A-1
|
$ 100,320,000.00
|
Variable (7)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$ 132,300,000.00
|
Variable (8)
|
$25,000
|
$1
|
|
Class 5-A-2
|
$ 50,000.00
|
Variable (8)
|
$25,000
|
$1
|
|
Class 5-A-3
|
$ 3,138.00
|
Variable (8)
|
$25,000
|
$1
|
|
Class 6-A-1-1
|
$ 90,000,000.00
|
Variable (9)
|
$25,000
|
$1
|
|
Class 6-A-1-2
|
$ 10,000,000.00
|
Variable (10)
|
$25,000
|
$1
|
|
Class 6-A-2
|
$ 455,000,000.00
|
Variable (11)
|
$25,000
|
$1
|
|
Class 6-M-1
|
$ 16,188,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class 6-M-2
|
$ 18,905,000.00
|
Variable(13)
|
$25,000
|
$1
|
|
Class 6-M-3
|
$ 10,980,000.00
|
Variable(14)
|
$25,000
|
$1
|
|
Class 6-M-4
|
$ 5,795,000.00
|
Variable(15)
|
$25,000
|
$1
|
|
Class 6-M-5
|
$ 3,050,000.00
|
Variable(16)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 15,510,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 7,160,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 4,180,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 3,580,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 2,985,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 3,050,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class 6-X
|
(18)
|
Variable (19)
|
(20)
|
N/A
|
|
Class P
|
(21)
|
N/A
|
(22)
|
N/A
|
|
Component II of
Class AR(23)
|
$ 0.00
|
N/A
|
(24)
|
N/A
|
_______________
|
(1)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 1-A-1 Certificates is 3.9733% per
annum. After such Distribution Date, the Pass-Through Rate for
these Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 1 for that Distribution Date, less the
Pass-Through Rate for the Class 1-A-X Certificates for that
Distribution Date.
|
|
(2)
|
These certificates will not receive any
distributions of principal, but will accrue interest on the Class
1-A-X Notional Amount. The initial Class 1-A-X Notional Amount will
be approximately $50,000,000.
|
|
(3)
|
The Pass-Through Rate on the Class 1-A-X
Certificates for each Distribution Date to and including the
December 2007 Distribution Date will equal approximately 0.5767%
per annum. After the December 2007 Distribution Date, the Pass
Through Rate for the Class 1-A-X Certificates will equal
approximately 0.3034% per annum. The Class 1-A-X Certificate will
represent ownership of two REMIC IV Regular Interests each having a
notional balance equal to the Class Principal
|
Balance of the Class 1-A-1
Certificates one of which has an interest rate of 0.2733% for each
Distribution Date on or before the Distribution Date in December of
2007 and of 0.00% thereafter and the other of which has an interest
rate of 0.3034%.
|
(4)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 1-A-2 Certificates is 4.5500% per
annum. After such Distribution Date, the Pass-Through Rate for
these Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 1 for that Distribution Date.
|
|
(5)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 2-A-1 Certificates is 4.9677% per
annum. After such Distribution Date, the Pass-Through Rate for
these Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 2 for that Distribution Date.
|
|
(6)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 3-A-1 Certificates is 4.9799% per
annum. After such Distribution Date, the Pass-Through Rate for
these Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 3 for that Distribution Date.
|
|
(7)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 4-A-1 Certificates is 4.6230% per
annum. After such Distribution Date, the Pass-Through Rate for
these Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 4 for that Distribution Date.
|
|
(8)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 5-A-1, Class 5-A-2 and
Class 5-A-3 Certificates is 5.0861% per annum. After such
Distribution Date, the Pass-Through Rate for these Certificates
shall be a per annum rate equal to the Net WAC Rate for Loan
Group 4 for that Distribution Date.
|
|
(9)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-A-1-1 Certificates is 2.910%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-A-1-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6A Net Funds Cap and
(c) 11.00%.
|
|
(10)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-A-1-2 Certificates is 3.010%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-A-1-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6A Net Funds Cap and
(c) 11.00%.
|
|
(11)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-A-2 Certificates is 2.930%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-A-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6B Net Funds Cap and
(c) 11.00%.
|
|
(12)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-M-1 Certificates is 3.040%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(13)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-M-2 Certificates is 3.130%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(14)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-M-3 Certificates is 3.500%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-3 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(15)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-M-4 Certificates is 3.970%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-4 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(16)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class 6-M-5 Certificates is 4.850%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-5 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(17)
|
The Pass-Through Rate for the March 2005
Distribution Date for the Class C-B-1, Class C-B-2,
Class C-B-3, Class C-B-4, Class C-B-5 and Class
C-B-6 Certificates is 4.8934% per annum. After such Distribution
Date, the Pass-Through Rate for each of the Class C-B-1,
Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates shall be a per annum
rate equal to the quotient, expressed as a percentage of
(a) the sum of (i) the product of (x) the Net WAC Rate of Loan
Group 1 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 1
immediately prior to such Distribution Date, (ii) the product
of (x) the Net WAC Rate of Loan Group 2 for that Distribution
Date and (y) the Subordinate Component Balance for Loan
Group 2 immediately prior to such Distribution Date, (iii) the
product of (x) the Net WAC Rate of Loan Group 3 for that
Distribution Date and (y) the Subordinate Component Balance
for Loan Group 3 immediately prior to such Distribution Date,
(iv) the product of (x) the Net WAC Rate for Loan Group 4
for that Distribution Date and (y) the Subordinate
Component Balance for Loan Group 4 immediately prior to
such Distribution Date and (v) the product of (x) the Net WAC
Rate pf Loan Group 5 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 5
immediately prior to such Distribution Date, divided by
(b) the aggregate of the
|
Subordinate Component Balances
for Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4 and Loan Group 5 immediately prior to such
Distribution Date.
|
(18)
|
The Class 6-X Certificates will not accrue
interest on their Class Principal Balance. With the exception of
the first Distribution Date (as provided in footnote 21 below), the
Class 6-X Certificates accrue interest on the Class 6-X
Notional Amount.
|
|
(19)
|
The Class 6-X Certificates will be
comprised of two REMIC IV regular interests, a principal only
regular interest designated 6-X-PO and an interest only regular
interest designated 6-X-IO, which will be entitled to distributions
as set forth herein. On each Distribution Date, the Class 6-X
Certificates shall be entitled to the Class 6-X Distributable
Amount. With respect to any Distribution Date after the first
distribution date, interest accrued on the Class 6-X
Certificates during the related Accrual Period shall equal interest
at the related Pass-Through Rate on the Class 6-X Notional
Amount immediately prior to such Distribution Date, in each case
reduced by any interest shortfalls with respect to the Mortgage
Loans in the related Loan Group including Prepayment Interest
Shortfalls to the extent not covered by Compensating Interest. The
Pass-Through Rate for the Class 6-X Certificates or the
REMIC IV Regular Interest 6-X-IO for any Distribution Date
shall equal a per annum rate equal to the percentage equivalent of
a fraction, the numerator of which is the product of (a) 30 and (b)
the sum of the amounts calculated pursuant to
clauses (i) through (iv) below, and the denominator of
which is the product of (a) the actual number of days in the
related Accrual Period and (b) the aggregate principal balance of
the REMIC III Regular Interests LT1, LT2, LT3, LT4, LT5, LT6,
LT7, LT8, LT-Y6A and LT-Y6B. For purposes of calculating the
Pass-Through Rate for the Class 6-X Certificates, the
numerator is equal to the sum of the following
components:
|
|
|
(i)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT1 and LT-Y6A minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT1 and LT-Y6A;
|
|
|
(ii)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT2 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT2;
|
|
|
(iii)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT4 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT4;
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|
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(iv)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT5 and LT-Y6B minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT5 and LT-Y6B;
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|
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(v)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT6 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT6; and
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|
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(vi)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT8 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT8.
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|
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Accrued interest on the
Class 6-X Certificates shall accrue on the basis of a 360-day
year and the actual number of days in the related Accrual Period.
Payments to any Class of Group 6 Certificates in respect of
Basis Risk Shortfalls from the Group 6 Available Distribution
Amount shall be deemed to have first been distributed from
REMIC IV to the holders of the Class 6-X Certificates in
respect of the Class 6-X-IO REMIC IV Regular Interest and
then paid by such holders to such Class of Group 6
Certificates.
|
(20)
|
The Class 6-X Certificates will be issued
in certificated, fully-registered form in minimum denominations of
20% of the Percentage Interest therein and increments of 10% in
excess thereof.
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(21)
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The Class P Certificates will not have a
Class Principal Balance, will be entitled to distributions of
Assigned Prepayment Premiums only and such entitlement shall not be
an interest in any REMIC created hereunder.
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|
(22)
|
The Class P Certificates will be issued in
certificated, fully-registered form in minimum denominations of 20%
of the Percentage Interest therein and increments of 10% in excess
thereof.
|
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(23)
|
The Class AR Certificates are not themselves
issued by REMIC IV, instead, the Class AR Certificates will
represent ownership of two REMIC residual interests –
Component I of the Class AR (which is the residual interest in
REMIC III) and Component II of the Class AR (which is the
residual interest in REMIC IV).
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(24)
|
The Class AR Certificates are issued in minimum
Percentage Interests of 20%.
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|
For the avoidance of doubt, the
Trust Administrator shall account for any interest amount due to a
Certificateholder in excess of the interest rate on the REMIC
regular interest issued by REMIC IV corresponding to such
Certificate as part of the payment made to the Class 6-X
Certificates, to the extent it is entitled to funds from the REMIC,
and then paid outside of the REMIC pursuant to a separate
contractual right to such Certificateholder.
The foregoing REMIC structure is
intended to cause all of the cash from the Mortgage Loans to flow
through to REMIC IV as cash flow on a REMIC regular interest,
without creating any shortfall—actual or potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the structure is believed to diverge from such
intention the Trust Administrator shall resolve ambiguities to
accomplish such result and shall to the extent necessary rectify
any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to
accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
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Book-Entry
Certificates
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All
Classes of Certificates other than the Physical
Certificates.
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|
Class A Certificates
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The
Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6A and Group 6B Certificates.
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Class C-B Certificates
|
The
Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5 and Class C-B-6
Certificates.
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|
Class M
Certificates
|
The
Class 6-M-1, Class 6-M-2, Class 6-M-3,
Class 6-M-4 and Class 6-M-5 Certificates.
|
|
ERISA-Restricted Certificates
|
Residual
Certificates and Private Certificates; and any Certificates that do
not satisfy the applicable ratings requirement under the
Underwriter’s Exemption.
|
|
Group 1 Certificates
|
The Class
1-A-1, Class 1-A-X, Class 1-A-2 and Residual
Certificates.
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|
Group 2 Certificates
|
The Class
2-A-1 Certificates.
|
|
Group 3 Certificates
|
The Class
3-A-1 Certificates.
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|
Group 4 Certificates
|
The
Class 4-A-1 Certificates.
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|
Group 5 Certificates
|
The
Class 5-A-1, Class 5-A-2 and Class 5-A-3
Certificates.
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|
Group 6 Certificates
|
The
Group 6A, Group 6B, Class 6-X and Class M
Certificates.
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|
Group 6A Certificates
|
The
Class 6-A-1-1 and Class 6-A-1-2 Certificates.
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Group 6B Certificates
|
The
Class 6-A-2 Certificates.
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|
LIBOR
Certificates
|
The
Group 6A, Group 6B and Class M Certificates.
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Notional
Amount Certificates
|
The Class
1-A-X and Class 6-X Certificates.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
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|
Private
Certificates
|
The
Class C-B-4, Class C-B-5, Class C-B-6,
Class 6-X and Class P Certificates.
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|
Physical
Certificates
|
The
Residual Certificates and the Private Certificates.
|
|
Rating
Agencies
|
Moody’s and S&P.
|
|
Regular
Certificates
|
All
Classes of Certificates other than the Residual
Certificates.
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|
Residual
Certificates
|
The
Class AR and Class AR-L Certificates.
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|
Senior
Certificates
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The
Class A Certificates.
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Subordinate Certificates
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The Class M, Group C-B and
Class 6-X Certificates.
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All covenants and agreements made by
the Depositor herein are for the benefit and security of the
Certificateholders. The Depositor is entering into this Agreement,
and the Trustee is accepting the trusts created hereby and thereby,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
The parties hereto intend to effect
an absolute sale and assignment of the Mortgage Loans to the
Trustee for the benefit of Certificateholders under this Agreement.
However, the Depositor and the Seller will hereunder absolutely
assign and, as a precautionary matter grant a security interest, in
and to its rights, if any, in the related Mortgage Loans to the
Trustee on behalf of Certificateholders to ensure that the interest
of the Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A
T:
In consideration of the mutual
agreements herein contained, the Depositor, the Seller, the Master
Servicer, the Servicers, the Special Servicer, the Trustee and the
Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
1933 Act : The Securities Act of 1933, as
amended.
Accepted Servicing
Practices : With respect
to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accrual Period
: For any interest bearing Class of
Certificates, other than the LIBOR Certificates, and any
Distribution Date, the calendar month immediately preceding the
related Distribution Date and with respect to the LIBOR
Certificates, the period beginning on the immediately preceding
Distribution Date (or the Closing Date, in the case of the first
Accrual Period) and ending on the day immediately preceding such
Distribution Date.
Advance : With respect to any Non-Designated Mortgage
Loan, any payment required to be made by a Servicer or the Master
Servicer, as applicable, with respect to any Distribution Date
pursuant to Section 5.01.
With respect to any WMBFA Serviced
Mortgage Loan, the payment required to be made by (i) WMBFA with
respect to any Distribution Date pursuant to Section 2.16 of
the WMBFA Underlying Servicing Agreement or (ii) the Master
Servicer with respect to any Distribution Date pursuant to
Section 3.22(b) of this Agreement.
With respect to any SFCU Serviced
Mortgage Loan, the payment required to be made by (i) SFCU with
respect to any Distribution Date pursuant to Section 5.03 of
the SFCU Underlying Servicing Agreement or (ii) the Master Servicer
with respect to any Distribution Date pursuant to
Section 3.22(b) of this Agreement.
With respect to any IndyMac Serviced
Mortgage Loan, the payment required to be made by (i) IndyMac on
the Remittance Date (as defined in the IndyMac Reconstituted
Servicing Agreement) relating to any Distribution Date pursuant to
Section 5.03 of the IndyMac Underlying Servicing Agreement or (ii)
the Master Servicer with respect to any Distribution Date pursuant
to Section 3.22(b) of this Agreement.
Adverse REMIC Event
: As defined in
Section 2.07(f).
Adjustment Date
: With respect to each Mortgage
Loan, each adjustment date on which the Mortgage Rate thereon
changes pursuant to the related Mortgage Note. The first Adjustment
Date following the Cut-off Date as to each such Mortgage Loan is
set forth in the Mortgage Loan Schedule.
Aggregate Group 6 Collateral
Balance : As to any date
of determination will be equal to the sum of the Aggregate
Group 6 Loan Balance and the amount, if any, then on deposit
in the Prefunding Account.
Aggregate Group 6 Loan
Balance : As to any date
of determination will be equal to the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 6A and Loan
Group 6B, unless otherwise specified, as of the first day of such
month.
Aggregate Loan
Group Balance : As
to any Loan Group, and as of any date of determination, will be
equal to the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group as of the first day of such
month.
Aggregate Subsequent Transfer
Amount : With respect to
any Subsequent Transfer Date, the aggregate Stated Principal
Balances as of the applicable Cut-off Date of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the revised Mortgage Loan Schedule delivered pursuant to
Section 2.01(e); provided , however , that such
amount shall not exceed the amount on deposit in the Prefunding
Account.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income
: All income derived from the
Non-Designated Mortgage Loans, other than Servicing Fees and Master
Servicing Fees, including but not limited to, late charges,
Prepayment Premiums (other than Assigned Prepayment Premiums), fees
received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and
charges. Ancillary Income does not include any Assigned Prepayment
Premiums.
Applied Loss Amount
: As to any Distribution Date, with
respect to the Group 6 Certificates, the excess, if any, of
(i) the aggregate Class Principal Balances of the Group 6
Certificates (other than the related Notional Amount Certificates),
after giving effect to all Realized Losses with respect to the
Mortgage Loans in Loan Group 6 during the Collection Period
for such Distribution Date and payments of principal on such
Distribution Date over (ii) the Aggregate Group 6 Collateral
Balance for such Distribution Date.
Appraised Value
: The appraised value of the
Mortgaged Property based upon the appraisal made for the originator
at the time of the origination of the related Mortgage Loan or the
sales price of the Mortgaged Property at the time of such
origination, whichever is less, or (i) with respect to any Mortgage
Loan that represents a refinancing other than a Streamlined
Mortgage Loan, the lower of the appraised value at origination or
the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing and (ii) with
respect to any Streamlined Mortgage Loan, the appraised value of
the Mortgaged Property based upon the appraisal made in connection
with the origination of the mortgage loan being
refinanced.
Assigned Prepayment
Premium : Any Prepayment
Premium on a Mortgage Loan that is not a WMBFA Serviced Mortgage
Loan.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of February 1, 2005,
by and between DLJ Mortgage Capital, Inc., as assignor, and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary
Lease : With respect to a
Cooperative Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Available Distribution
Amount : With respect to
any Distribution Date and each of Group 1, Group 2,
Group 3, Group 4 and Group 5 the sum of:
(i) all amounts in respect of Scheduled Payments
(net of the related Expense Fees) due on the related Due Date and
received prior to the related Determination Date on the related
Mortgage Loans, together with any Advances in respect
thereof;
(ii)
all Insurance Proceeds (to the
extent not applied to the restoration of the Mortgaged Property or
released to the Mortgagor in accordance with the applicable
Servicer’s Accepted Servicing Standards), all Liquidation
Proceeds received during the calendar month preceding the month of
that Distribution Date on the related Mortgage Loans, in each case
net of unreimbursed Liquidation Expenses incurred with respect to
such Mortgage Loans;
(iii)
all Principal Prepayments received
during the related Prepayment Period on the related Mortgage Loans,
excluding Prepayment Premiums (other than Assigned Prepayment
Premiums);
(iv)
amounts received with respect to
such Distribution Date as the Substitution Adjustment Amount or
Purchase Price in respect of a Mortgage Loan in the related Loan
Group repurchased by the Seller, purchased by a Holder of a
Subordinate Certificate pursuant to Section 3.11(f) or
purchased by the Special Servicer pursuant to Section 3.11(g)
as of such Distribution Date;
(v) any
amounts payable as Compensating Interest Payments by a Servicer
with respect to the related Mortgage Loans on such Distribution
Date;
|
(vi)
|
all Recoveries, if any; and
|
(vii)
the portion of the Mortgage Loan
Purchase Price related to such Loan Group paid in connection
with an Optional Termination up to the amount of the Par Value for
such Loan Group;
in the case of
clauses (i) through (iv) above reduced by amounts in
reimbursement for Advances previously made and other amounts as to
which the Trustee, the Trust Administrator, a Servicer or the
Master Servicer is entitled to be reimbursed pursuant to
Section 3.08 in respect of the related Mortgage Loans or
otherwise.
Back-Up Servicer
: Wells Fargo Bank, National
Association, acting in its capacity as back-up servicer for the SPS
Serviced Loans hereunder, or its successors in interest, as
applicable.
Bankruptcy Code
: The United States Bankruptcy Code,
as amended from time to time (11 U.S.C. §§ 101 et
seq .).
Bankruptcy Coverage Termination
Date : The point in time
at which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that Loan
Group incurred as a result of a Deficient Valuation or Debt
Service Reduction.
Bankruptcy Loss Coverage
Amount : As of any
Determination Date, the Bankruptcy Loss Coverage Amount shall equal
the Initial Bankruptcy Loss Coverage Amount as reduced by (i)
the
aggregate amount of Bankruptcy
Losses allocated to the Class C-B Certificates since the
Cut-off Date and (ii) any permissible reductions in the Bankruptcy
Loss Coverage Amount as evidenced by a letter of each Rating Agency
to the Trust Administrator to the effect that any such reduction
will not result in a downgrading, or otherwise adversely affect, of
the then current ratings assigned to such Classes of Certificates
rated by it.
Basis Risk Shortfall
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (i) the excess,
if any, of (a) the related Current Interest calculated on the basis
of the least of (x) the applicable Certificate Index plus the
applicable Certificate Margin, (y) the Maximum Interest Rate and
(z) 11.00% over (b) the related Current Interest for the
applicable Distribution Date, (ii) any amount described in clause
(i) remaining unpaid from prior Distribution Dates, and (iii)
interest on the amount in clause (ii) for the related Accrual
Period calculated at a per annum rate equal to the least of
(x) the applicable Certificate Index plus the applicable
Certificate Margin, (y) the applicable Maximum Interest Rate and
(z) 11.00%.
Beneficial Holder
: A Person holding a beneficial
interest in any Certificate through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any
Definitive Certificate.
Book-Entry
Certificates : As
specified in the Preliminary Statement.
Book-Entry Form
: Any Certificate held through the
facilities of the Depository.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in New
York or the state in which the office of the Master Servicer or any
Servicer or the Corporate Trust Office of the Trustee or Trust
Administrator are located are authorized or obligated by law or
executive order to be closed.
Capitalized Interest
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 3.05(h) hereof. The
Capitalized Interest Account shall be treated as an “outside
reserve fund” under applicable Treasury regulations and shall
not be part of any REMIC. Except as provided in Section 3.05(h)
hereof, any investment earnings on the Capitalized Interest Account
shall be treated as owned by the Depositor and will be taxable to
the Depositor.
Capitalized Interest
Deposit :
$584,898.71.
Capitalized Interest
Requirement : With
respect to the March 2005, April 2005 and May 2005
Distribution Dates, an amount equal to 30 days of interest (based
on a 360-day year) accruing at the applicable Capitalized Interest
Requirement Rate on the amount on deposit in the Prefunding Account
at the end of the related Collection Period. If REMIC II is
unable to pay the REMIC II Interests in respect of Group 6B
their stated pass-through rates due to an insufficiency in the
Capitalized Interest Requirement, the Depositor will contribute any
amounts to REMIC II necessary to pay the REMIC II
Interests their stated pass-through rates.
Capitalized Interest Requirement
Rate : With respect to
the March 2005, April 2005 and May 2005 Distribution
Dates, a per annum rate equal to the excess of (a) the sum of
(i) the Certificate Index for such Distribution Date, (ii) the
weighted average of the Certificate Margins of the Group 6
Certificates for such Distribution Date, (iii) the weighted average
of the Expense Fee Rates of the Group 6 Mortgage Loans for
such Distribution Date and (iv) with respect to the March 2005
Distribution Date, 0.35%, with respect to the April 2005
Distribution Date, 0.70% and with respect to the May 2005
Distribution Date, 1.00%, over (b) .75%.
Carryforward Interest
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (1) the amount,
if any, by which (x) the sum of (A) Current Interest for such
Class for the immediately preceding Distribution Date and (B) any
unpaid Carryforward Interest for such Class from previous
Distribution Dates exceeds (y) the amount paid in respect of
interest on such Class on such immediately preceding Distribution
Date, and (2) interest on such amount for the related Accrual
Period at the applicable Pass-Through Rate.
Cash Remittance Date
: With respect to any Distribution
Date and (A) SPS, the 7th calendar day preceding such
Distribution Date, or if such 7th calendar day is not a Business
Day, the Business Day immediately preceding such 7th calendar day,
(B) Wells Fargo, the 18th calendar day of the month in which
the Distribution Date occurs, or if such 18th calendar day is not a
Business Day, the Business Day immediately following such 18th
calendar day and (C) the Designated Servicers and the Special
Servicer, the 18th calendar day of the month in which the
Distribution Date occurs, or if such 18th calendar day is not a
Business Day, the Business Day immediately following such 18th
calendar day.
Certificate
: Any Certificates executed and
authenticated by the Trust Administrator on behalf of the Trustee
for the benefit of the Certificateholders in substantially the form
or forms attached as Exhibits A through G hereto.
Certificate Account
: The separate Eligible Account
created and maintained with the Trust Administrator, or any other
bank or trust company acceptable to the Rating Agencies which is
incorporated under the laws of the United States or any state
thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Trust Administrator, as agent
for the Trustee, on behalf of the Certificateholders or any other
account serving a similar function acceptable to the Rating
Agencies. Funds in the Certificate Account may (i) be held
uninvested without liability for interest or compensation thereon
or (ii) be invested at the direction of the Trust Administrator in
Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trust Administrator. Funds
deposited in the Certificate Account (exclusive of the amounts
permitted to be withdrawn pursuant to Section 3.08(b)) shall
be held in trust for the Certificateholders.
Certificate Balance
: With respect to any Certificate at
any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal
to the Denomination thereof (i) minus all distributions of
principal and allocations of Realized Losses, including Excess
Losses or Applied Loss Amounts, as applicable, previously made or
allocated with respect thereto and, in the case of any Subordinate
Certificates, reduced by any such amounts allocated to such Class
on prior Distribution Dates pursuant to Section 4.02 and (ii)
plus the amount of any increase to the Certificate Balance of such
Certificate pursuant to Section 4.03.
With respect to each Class 6-X
Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an
amount equal to (i) the excess, if any, of (A) the then aggregate
Stated Principal Balance of the Group 6 Loans over (B) the
then aggregate Class Principal Balance of the Group 6A, Group 6B
and Class M Certificates then outstanding, which represents the sum
of (i) the initial principal balance of the REMIC IV Regular
Interest 6-X-PO, as reduced by Realized Losses allocated thereto
and payments deemed made thereon, and (ii) accrued and unpaid
interest on the REMIC IV Regular Interest 6-X-IO, as reduced
by Realized Losses allocated thereto.
Certificate Group : Any of Certificate Group 1, Certificate
Group 2, Certificate Group 3, Certificate Group 4 ,
Certificate Group 5 or Certificate Group 6, as
applicable.
Certificate
Group 1 : Any of the
Certificates with a Class designation beginning with
“1” and relating to Loan Group 1.
Certificate
Group 2 : Any of the
Certificates with a Class designation beginning with
“2” and relating to Loan Group 2.
Certificate
Group 3 : Any of the
Certificates with a Class designation beginning with
“3” and relating to Loan Group 3.
Certificate
Group 4 : Any of the
Certificates with a Class designation beginning with
“4” and relating to Loan Group 4.
Certificate
Group 5 : Any of the
Certificates with a Class designation beginning with
“5” and relating to Loan Group 5.
Certificate
Group 6 : Any of the
Certificates with a Class designation beginning with
“6” and relating to Loan Group 6.
Certificate Index
: With respect to each Distribution
Date and the LIBOR Certificates, the rate for one month United
States dollar deposits quoted on Telerate Page 3750 as of 11:00
A.M., London time, on the related Interest Determination Date
relating to each Class of LIBOR Certificates. If such rate does not
appear on such page (or such other page as may replace that page on
that service, or if such service is no longer offered, such other
service for displaying one month LIBOR or comparable rates as may
be reasonably selected by the Trust Administrator after
consultation with DLJMC), the rate will be the related Reference
Bank Rate. If no such quotations can be obtained and no related
Reference Bank Rate is available, the Certificate Index with
respect to the LIBOR Certificates will be the Certificate Index
applicable to such Certificates on the preceding Distribution
Date.
On the Interest Determination Date
immediately preceding each Distribution Date, the Trust
Administrator shall determine each Certificate Index for the
Accrual Period commencing on such Distribution Date and inform the
Master Servicer and each Servicer of such rate.
Certificate Margin
: As to each Class of LIBOR
Certificates, the applicable amount set forth below:
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|
|
|
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6-A-1-1
|
0.260%
|
0.520%
|
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6-A-1-2
|
0.360%
|
0.720%
|
|
6-A-2
|
0.280%
|
0.560%
|
|
6-M-1
|
0.390%
|
0.780%
|
|
6-M-2
|
0.480%
|
0.980%
|
|
6-M-3
|
0.850%
|
1.350%
|
|
6-M-4
|
1.320%
|
1.820%
|
|
6-M-5
|
2.200%
|
2.700%
|
___________
|
(1)
|
On and prior to the first Distribution Date on
which the Optional Termination for Loan Group 6 may
occur.
|
|
(2)
|
After the first Distribution Date on which the
Optional Termination for Loan Group 6 may occur.
|
Certificate Register
: The register maintained pursuant
to Section 6.02(a) hereof.
Certificateholder
or Holder : The Person
in whose name a Certificate is registered in the Certificate
Register.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class C-B Credit Support
Depletion Date : The
first Distribution Date on which the aggregate Class Principal
Balance of the Class C-B Certificates has been or will be reduced
to zero.
Class 1-A-X Notional
Amount : For any
Distribution Date, the Class Principal Balance of the Class 1-A-1
Certificates immediately prior to that Distribution
Date.
Class 6-M-1 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Class 6-A-1-1,
Class 6-A-1-2 and Class 6-A-2 Certificates, in each case,
after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 6-M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 86.30% and (ii) the
Aggregate Group 6 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 6 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 6 Collateral Balance as of
the Initial Cut-off Date.
Class 6-M-2 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Class 6-A-1-1,
Class 6-A-1-2, Class 6-A-2 and Class 6-M-1
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the
Class 6-M-2 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
92.50% and (ii) the Aggregate Group 6 Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Group 6 Collateral Balance for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Group 6 Collateral
Balance as of the Initial Cut-off Date.
Class 6-M-3 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Class 6-A-1-1,
Class 6-A-1-2 and Class 6-A-2, Class 6-M-1 and
Class 6-M-2 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal
Balance of the Class 6-M-3 Certificates immediately prior to
such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 96.10% and (ii) the Aggregate Group 6
Collateral Balance for such Distribution Date and (B) the amount,
if any, by which (i) the Aggregate Group 6 Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 6 Collateral Balance as of the Initial Cut-off
Date.
Class 6-M-4 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Class 6-A-1-1,
Class 6-A-1-2, Class 6-A-2, Class 6-M-1,
Class 6-M-2 and Class 6-M-3 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class 6-M-4 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 98.00% and (ii) the Aggregate
Group 6 Collateral Balance for such Distribution
Date and (B) the amount, if any, by
which (i) the Aggregate Group 6 Collateral Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 6 Collateral Balance as of the Initial Cut-off
Date.
Class 6-M-5 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Class 6-A-1-1,
Class 6-A-1-2, Class 6-A-2, Class 6-M-1,
Class 6-M-2, Class 6-M-3 and Class 6-M-4
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the
Class 6-M-5 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of
(i) 99.00% and (ii) the Aggregate Group 6 Collateral
Balance for such Distribution Date and (B) the amount, if any, by
which (i) the Aggregate Group 6 Collateral Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 6 Collateral Balance as of the Initial Cut-off
Date.
Class 6-X Distributable
Amount : On the first
Distribution Date, the Class 6-X Distributable Amount shall be
equal to the excess of (a) the interest accruing on the
Group 6 Mortgage Loans (disregarding for purposes of
determining this rate any prepayments during the first Accrual
Period and continuing to treat such Mortgage Loans as outstanding)
over (b) the Current Interest due on the Class 6-A-1-1,
Class 6-A-1-2, Class 6-A-2, Class 6-M-1,
Class 6-M-2, Class 6-M-3, Class 6-M-4 and
Class 6-M-5 Certificates on such Distribution Date. With
respect to any Distribution Date after the first Distribution Date
and the Class 6-X Certificates, to the extent of any Monthly
Excess Cashflow remaining on such Distribution Date after the
distribution of amounts pursuant to
Section 4.01(II)(d)(i)-(xi), the sum of (a) the amount of
interest accrued during the related Accrual Period on the
Class 6-X Certificates (as described in the Preliminary
Statement) and (b) the Overcollateralization Release Amount,
if any, for such Distribution Date.
Class 6-X Notional
Amount : With respect to
the Class 6-X Certificates or REMIC IV Regular Interest
6-X-IO and any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Regular
Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT-Y6A and LT-Y6B
immediately prior to such Distribution Date, (which for
clarification is equal to the sum of (i) the aggregate Stated
Principal Balances of the Mortgage Loans in Loan Group 6 and
(ii) the amounts on deposit in the Prefunding Account, each as of
the first day of the related Collection Period (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date)).
Class A
Certificates : As
specified in the Preliminary Statement.
Class C-B
Certificates : As
specified in the Preliminary Statement.
Class Interest
Shortfall : As to any
Distribution Date and Class of Group 1, Group 2,
Group 3, Group 4, Group 5 and Class C-B
Certificates, the amount by which the amount described in clause
(i) of the definition of Interest Distribution Amount for such
Class, exceeds the amount of interest actually distributed on such
Class on such Distribution Date.
Class LT-IO Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class M Certificates
: As specified in the Preliminary
Statement.
Class Notional Amount
: The Class 1-A-X Notional
Amount or Class 6-X Notional Amount, as applicable.
Class Principal
Balance : With respect to
any Class and as to any date of determination, the aggregate of the
Certificate Balances of all Certificates of such Class as of such
date.
Class Unpaid Interest
Amounts : As to any
Distribution Date and Class of interest bearing Group 1,
Group 2, Group 3, Group 4, Group 5 and
Class C-B Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution
Dates exceeds the amount distributed on such Class on prior
Distribution Dates pursuant to clause (ii) of the definition of
Interest Distribution Amount.
Class Y Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Y Regular Interests will be
reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, determined as described
in Appendix A.
Class Y Regular
Interests : The Class
Y-1, Class Y-2, Class Y-3, Class Y-4, Class Y-5, Class Y 6A and
Class Y-6B Regular Interests.
Class Y-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-1 Regular Interest on such Distribution
Date.
Class Y-1 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-2 Regular Interest on such Distribution
Date.
Class Y-2 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-3 Regular Interest on such Distribution
Date.
Class Y-3 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-4 Regular Interest on such Distribution
Date.
Class Y-4 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-5 Regular Interest on such Distribution
Date.
Class Y-5 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-6A Principal Distribution
Amount : For any
Distribution Date, the excess, if any, of the Class Y-6A Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses allocated to the Class Y-6A Regular
Interest on such Distribution Date.
Class Y-6A Principal Reduction
Amount : The Class Y
Principal Reduction Amount for the Class Y-6A Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-6A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Y-6B Principal Distribution
Amount : For any
Distribution Date, the excess, if any, of the Class Y-6B Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses allocated to the Class Y-6B Regular
Interest on such Distribution Date.
Class Y-6B Principal Reduction
Amount : The Class Y
Principal Reduction Amount for the Class Y-6B Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Y-6B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Z Regular Interests will be reduced
on such Distribution Date by the allocation of Realized Losses and
the distribution of principal, which shall be in each case the
excess of (A) the sum of (x) the excess of the REMIC I or REMIC II
Available Distribution Amount for the related Group (i.e. the
“related Group” for the Class Z-1 Regular Interest is
the Group 1 Loans, the “related Group” for the
Class Z-2 Regular Interest is the Group 2 Loans, the
“related Group” for the Class Z-3 Regular Interest is
the Group 3 Loans, the “related Group” for the
Class Z-4 Regular Interest is the Group 4 Loans, the
“related Group” for the Class Z-5 Regular Interest is
the Group 5 Loans, the “related Group” for the
Class Z-6A Regular Interest is the Group 6A Loans and the
“related
Group” for the Class Z-6B
Regular Interest is the Group 6B Loans) exclusive of any Recoveries
included therein over the amounts thereof distributable (i) in
respect of interest on such Class Z Regular Interest and the
related Class Y Regular Interest and (ii) in the case of the
Group 1 Loans, to the Class AR-L Certificates and (y) the
amount of Realized Losses allocable to principal for the related
Group over (B) the Class Y Principal Reduction Amount for
the related Group.
Class Z Regular
Interests : The Class
Z-1, Class Z-2, Class Z-3, Class Z-4, Class Z-5, Class Z-6A and
Class Z-6B Regular Interests
Class Z-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-1 Regular Interest on such Distribution
Date.
Class Z-1 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-2 Regular Interest on such Distribution
Date.
Class Z-2 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-3 Regular Interest on such Distribution Date
.
Class Z-3 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-4 Regular Interest on such Distribution
Date.
Class Z-4 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-5 Regular Interest on such Distribution
Date.
Class Z-5 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-6A Principal Distribution
Amount : For any
Distribution Date, the excess, if any, of the Class Z-6A Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses allocated to the Class Z-6A Regular
Interest on such Distribution Date.
Class Z-6A Principal Reduction
Amount : The Class Z
Principal Reduction Amount for the Class Z-6A Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-6A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z-6B Principal Distribution
Amount : For any
Distribution Date, the excess, if any, of the Class Z-6B Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses allocated to the Class Z-6B Regular
Interest on such Distribution Date.
Class Z-6B Principal Reduction
Amount : The Class Z
Principal Reduction Amount for the Class Z-6B Regular Interest as
determined pursuant to the provisions of the Appendix A.
Class Z-6B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Clearing Agency
: An organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended, which initially shall
be DTC, the nominee of which is Cede & Co., as the registered
Holder of the Book Entry Certificates. The Clearing Agency shall at
all times be a “clearing corporation” as defined in
Section 8 102(a)(5) of the Uniform Commercial Code of the
State of New York.
Closing Date
: February 28, 2005.
Code : The Internal Revenue Code of 1986, as
amended.
Collection Account
: The accounts established and
maintained by a Servicer in accordance with
Section 3.05.
Collection Period
: With respect to each Distribution
Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commencement of
Foreclosure : The first
official action required under local law to commence foreclosure
proceedings or to schedule a trustee’s sale under a deed of
trust, including: (i) in
the case of a mortgage, any filing
or service of process necessary to commence an action to foreclose;
or (ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale.
Compensating Interest
Payment : For any
Distribution Date and the SPS Serviced Mortgage Loans, the lesser
of (i) the aggregate Servicing Fee payable to SPS in respect of the
SPS Serviced Mortgage Loans for such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage
Loans.
For any Distribution Date and the
Wells Fargo Serviced Mortgage Loans, the lesser of (i) one
twelfth (1/12) of a percentage (which ranges from 0.25% to 0.375%)
of the aggregate Stated Principal Balance of the Wells Fargo
Serviced Mortgage Loans, as of the Due Date in the month of such
Distribution Date, and (ii) the aggregate Prepayment Interest
Shortfall allocable to Payoffs and Curtailments with respect to the
Wells Fargo Serviced Mortgage Loans.
For any Distribution Date and the
IndyMac Serviced Mortgage Loans, the excess of (i) the Compensating
Interest (as defined in the IndyMac Reconstituted Servicing
Agreement) required to be remitted by IndyMac on the Remittance
Date (as defined in the IndyMac Reconstituted Servicing Agreement)
relating to such Distribution Date over (ii) the Compensating
Interest (as defined in the IndyMac Reconstituted Servicing
Agreement) actually remitted by IndyMac on the Remittance Date (as
defined in the IndyMac Reconstituted Servicing Agreement) relating
to such Distribution Date.
For any Distribution Date and the
SFCU Serviced Mortgage Loans, the excess of (i) the Compensating
Interest (as defined in the SFCU Reconstituted Servicing Agreement)
required to be remitted by SFCU on the Remittance Date (as defined
in the SFCU Reconstituted Servicing Agreement) relating to such
Distribution Date over (ii) the Compensating Interest (as defined
in the SFCU Reconstituted Servicing Agreement) actually remitted by
SFCU on the Remittance Date (as defined in the SFCU Reconstituted
Servicing Agreement) relating to such Distribution Date.
For any Distribution Date and the
WMBFA Serviced Mortgage Loans, the excess of (i) WMBFA Compensating
Interest Amount required to be remitted by WMBFA on the Remittance
Date (as defined in the WMBFA Servicing Agreement) relating to such
Distribution Date over (ii) the WMBFA Compensating Interest Amount
actually remitted by WMBFA on the Remittance Date (as defined in
the WMBFA Servicing Agreement) relating to such Distribution
Date.
For any Distribution Date and the
Master Servicer, the Compensating Interest Payment shall be equal
to:
(a) with
respect to the SPS Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by SPS for
such Distribution Date over (ii) the Compensating Interest Payment
actually remitted by SPS for such Distribution Date;
(b) with
respect to the Wells Fargo Serviced Mortgage Loans, the excess of
(i) the Compensating Interest required to be remitted by Wells
Fargo for such Distribution Date over (ii) the Compensating
Interest actually remitted by Wells Fargo for such Distribution
Date;
(c) with
respect to the SFCU Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by SFCU for
such Distribution Date over (ii) the Compensating Interest Payment
actually remitted by SFCU for such Distribution Date
(d) with
respect to the WMBFA Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by WMBFA for
such Distribution Date
over (ii) the Compensating Interest
Payment actually remitted by WMBFA for such Distribution Date;
and
(e) with
respect to the IndyMac Serviced Mortgage Loans, the excess of (i)
the Compensating Interest Payment required to be remitted by
IndyMac for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by IndyMac for such Distribution
Date.
Cooperative
Corporation : With
respect to any Cooperative Loan, the cooperative apartment
corporation that holds legal title to the related Cooperative
Property and grants occupancy rights to units therein to
stockholders through Proprietary Leases or similar
arrangements.
Cooperative Lien
Search : A search for (a)
federal tax liens, mechanics’ liens, lis pendens, judgments
of record or otherwise against (i) the Cooperative Corporation and
(ii) the seller of the Cooperative Unit, (b) filings of Financing
Statements and (c) the deed of the Cooperative Property into the
Cooperative Corporation.
Cooperative Loan
: A Mortgage Loan that is secured by
a first lien on and a perfected security interest in Cooperative
Shares and the related Proprietary Lease granting exclusive rights
to occupy the related Cooperative Unit in the building owned by the
related Cooperative Corporation.
Cooperative Property
: With respect to any Cooperative
Loan, all real property and improvements thereto and rights therein
and thereto owned by a Cooperative Corporation including without
limitation the land, separate dwelling units and all common
elements.
Cooperative Shares
: With respect to any Cooperative
Loan, the shares of stock issued by a Cooperative Corporation and
allocated to a Cooperative Unit and represented by stock
certificates.
Cooperative Unit
: With respect to any Cooperative
Loan, a specific unit in a Cooperative Property.
Corporate Trust Office
: With respect to the Trustee, the
designated office of the Trustee at which at any particular time
its corporate trust business with respect to this Agreement shall
be administered, which office at the date of the execution of this
Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota
55107, Attention: Corporate Trust—Structured Finance. With
respect to the Trust Administrator, the designated office of the
Trust Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 9062 Old Annapolis Road, Columbia, MD
21045, Attention: CSFB ARMT 2005-2, except for purposes of
Section 6.06 and certificate transfer purposes, such term
shall mean the office or agency of the Trust Administrator located
at Wells Fargo Bank, N.A., 6th Avenue and Marquette, Minneapolis,
Minnesota 55479, Attention: CSFB ARMT 2005-2.
Current Interest
: For any Class of Group 6
Certificates, other than the Class 6-X Certificates, and
Distribution Date, the amount of interest accruing at the
applicable Pass-Through Rate on the related Class Principal Balance
of such Class during the related Accrual Period; provided, that as
to each Class of Group 6 Certificates the Current Interest
shall be reduced by a pro rata portion of any Interest Shortfalls
to the extent not covered by Monthly Excess Interest.
Curtailment
: Any payment of principal on a
Mortgage Loan, made by or on behalf of the related Mortgagor, other
than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff,
which is applied to reduce the outstanding Stated Principal Balance
of the Mortgage Loan.
Custodial Agreement
: An agreement, dated as of the date
hereof, among a custodian, the Trustee and the Trust Administrator,
pursuant to which such custodian agrees to hold any of the
documents or instruments referred to in Section 2.01 of this
Agreement as agent for the Trustee. As of the date hereof, the
Custodian shall act pursuant to the LaSalle Custodial
Agreement.
Custodian : A custodian which is appointed pursuant to a
Custodial Agreement. Any Custodian so appointed shall act as agent
on behalf of the Trustee, and shall be compensated by the Trust
Administrator or as otherwise specified therein. Initially, LaSalle
shall serve as Custodian for all of the Mortgage Loans.
Cut-off Date
: For any Initial Mortgage Loan, the
Initial Cut-off Date. For any Subsequent Mortgage Loan, the
applicable Subsequent Cut-off Date.
Cut-off Date Principal
Balance : As to any
Mortgage Loan, the Stated Principal Balance thereof as of the close
of business on the Cut-off Date.
Data Remittance Date
: With respect to any Distribution
Date and Wells Fargo or SPS, the 10th calendar day of the month in
which such Distribution Date occurs, or if such 10th day is not a
Business Day, the Business Day immediately following such 10th day
.
Debt Service Reduction
: With respect to a Mortgage Loan in
Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4 or Loan Group 5, a reduction by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code in
the Scheduled Payment for such Mortgage Loan which became final and
non appealable, except such a reduction resulting from a Deficient
Valuation or any reduction that results in a permanent forgiveness
of principal.
Debt Service Reduction Mortgage
Loan : Any Mortgage Loan
that became the subject of a Debt Service Reduction.
Deficient Valuation
: With respect to any Mortgage Loan
in Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4 or Loan Group 5, a valuation by a court of
competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under the Mortgage Loan, or
that results in a permanent forgiveness of principal, which
valuation in either case results from a proceeding under the
Bankruptcy Code.
Deferred Amount
: For any Class of Group 6
Subordinate Certificates (other than the Class 6-X
Certificates) and Distribution Date, will equal the amount by which
(x) the aggregate of the Applied Loss Amounts previously applied in
reduction of the Class Principal Balance thereof exceeds
(y) the sum of (i) the aggregate of amounts previously paid in
reimbursement thereof and (ii) amounts added to the Class Principal
Balances thereof pursuant to Section 4.03(a)(ii) on all prior
Distribution Dates, including such Distribution Date.
Definitive Certificate
: As defined in
Section 6.07.
Deleted Mortgage Loan
: As defined in
Section 2.03.
Delinquency Rate
: With respect to any Distribution
Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate outstanding principal balance of all
Mortgage Loans in Loan Group 6 60 or more days delinquent
(including all foreclosures and REO Properties) as of the close of
business on the last day of such month, and the denominator of
which is the Aggregate Group 6 Collateral Balance as of the
close of business on the last day of such month.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if
neither of the foregoing, the Percentage Interest appearing on the
face thereof.
Deposit Amount
: As defined in Section 4.10(e)
or Section 4.11(e) herein, as applicable.
Depositor : Credit Suisse First Boston Mortgage Securities
Corp., a Delaware corporation, or its successor in
interest.
Depository Agreement
: The Letter of Representation dated
as of the Closing Date by and among DTC, the Depositor and the
Trust Administrator for the benefit of the Trustee.
Designated Mortgage
Loans : The IndyMac
Mortgage Loans, unless any such Mortgage Loan is no longer serviced
by IndyMac under the IndyMac Reconstituted Servicing Agreement,
SFCU Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by SFCU under the SFCU Reconstituted Servicing Agreement
and the WMBFA Serviced Mortgage Loans, unless any such Mortgage
Loan is no longer serviced by WMBFA Mortgage under the WMBFA
Mortgage Servicing Agreement.
Designated Servicer
: Each of IndyMac, SFCU and WMBFA,
as applicable.
Designated Servicing
Agreements : Each of the
IndyMac Reconstituted Servicing Agreement, SFCU Reconstituted
Servicing Agreement and the WMBFA Servicing Agreement, as
applicable.
Determination Date
: With respect to each Distribution
Date and (i) each Servicer (other than Wells Fargo), the 10th day
of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately
succeeding such Business Day and (ii) Wells Fargo, the
Business Day immediately preceding the related Cash Remittance
Date.
Disqualified
Organization : Any
organization defined as a “disqualified organization”
under Section 860E(e)(5) of the Code, which includes any of
the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are
subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in
Section 521 of the Code) which is exempt from the tax imposed
by Chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable income),
(iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an “electing
large partnership” within the meaning of Section 775 of
the Code, and (vi) any other Person so designated by the Trust
Administrator based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class AR or Class AR-L
Certificate by such Person may cause the REMIC or any Person having
an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the
Code that would not otherwise be imposed but for the Transfer of an
Ownership Interest in a Class AR or Class AR-L
Certificate to such Person. The terms “United States,”
“State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date
: The 25th day of any month, or if
such 25th day is not a Business Day, the Business Day immediately
following such 25th day, commencing in March 2005.
DLJMC : DLJ Mortgage Capital, Inc., a Delaware
corporation, and its successors and assigns.
DTC : The Depository Trust Company.
Due Date : With respect to each Mortgage Loan and any
Distribution Date, the date on which Scheduled Payments on such
Mortgage Loan are due which is either the first day of the month of
such Distribution Date, or if Scheduled Payments on such Mortgage
Loan are due on a day other than the first day of the month, the
date in the calendar month immediately preceding the Distribution
Date on which such Scheduled Payments are due, exclusive of any
days of grace.
Eligible Account
: Either (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company acceptable to the Rating Agencies or (ii) an
account or accounts the deposits in which are insured by the FDIC
to the limits established by such corporation, provided that any
such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or
other short term debt obligations (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short term debt
obligations of such holding company) have been rated by each Rating
Agency in its highest short term rating category, or (iii) a
segregated trust account or accounts (which shall be a
“special deposit account”) maintained with the Trustee,
the Trust Administrator or any other federal or state chartered
depository institution or trust company, acting in its fiduciary
capacity, in a manner acceptable to the Trustee, the Trust
Administrator and the Rating Agencies. Eligible Accounts may bear
interest.
Eligible Institution
: An institution having the highest
short term debt rating, and one of the two highest long term debt
ratings of the Rating Agencies or the approval of the Rating
Agencies.
Eligible Investments
: Any one or more of the obligations
and securities listed below:
1. direct obligations of, and obligations fully
guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States
of America; or obligations fully guaranteed by, the United States
of America; the FHLMC, FNMA, the Federal Home Loan Banks or any
agency or instrumentality of the United States of America rated AA
(or the equivalent) or higher by the Rating Agencies;
2. federal funds, demand and time deposits in,
certificates of deposits of, or bankers’ acceptances issued
by, any depository institution or trust company incorporated or
organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state banking authorities, so long as at the time of such
investment or contractual commitment providing for such investment
the commercial paper or other short term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short term debt obligations of such holding company) are rated in
one of two of the highest ratings by each of the Rating Agencies,
and the long term debt obligations of such depository institution
or trust company (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding
company, the long term debt obligations of such holding company)
are rated in one of two of the highest ratings, by each of the
Rating Agencies;
3. repurchase obligations with a term not to exceed
30 days with respect to any security described in clause (i) above
and entered into with a depository institution or trust company
(acting as a principal) in the highest rated category by the Rating
Agencies; provided , however , that collateral
transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at
current market price plus accrued interest, (B) pursuant to
such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee or the Trust Administrator in exchange
for such collateral, and (C) be delivered to the Trustee or the
Trust Administrator or, if the Trustee or the Trust Administrator,
as applicable, is supplying the collateral, an agent for the
Trustee or the Trust Administrator, in such a manner as to
accomplish perfection of a security interest in the collateral by
possession of certificated securities;
4. securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof which has a long
term unsecured debt rating in the highest available rating category
of each of the Rating Agencies at the time of such
investment;
5. commercial paper having an original maturity of
less than 365 days and issued by an institution having a short term
unsecured debt rating in the highest available rating category of
each of the Rating Agencies at the time of such
investment;
6. a guaranteed investment contract approved by
each of the Rating Agencies and issued by an insurance company or
other corporation having a long term unsecured debt rating in the
highest available rating category of each of the Rating Agencies at
the time of such investment;
7. money market funds (which may be 12b 1 funds as
contemplated under the rules promulgated by the Securities and
Exchange Commission under the Investment Company Act of 1940)
having ratings in the highest available rating category of
Moody’s and one of the two highest available rating
categories of S&P at the time of such investment (any such
money market funds which provide for demand withdrawals being
conclusively deemed to satisfy any maturity requirements for
Eligible Investments set forth herein) including money market funds
of the Master Servicer, a Servicer, the Trustee or the Trust
Administrator and any such funds that are managed by the Master
Servicer, a Servicer, the Trustee or the Trust Administrator or
their respective Affiliates or for the Master Servicer, a Servicer,
the Trustee or the Trust Administrator or any Affiliate of such
Person acts as advisor, as long as such money market funds satisfy
the criteria of this subparagraph 7; and
8. such other investments the investment in which
will not, as evidenced by a letter from each of the Rating
Agencies, result in the downgrading or withdrawal of the Ratings of
the Certificates;
provided , however , that no such instrument shall
be an Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to
such instrument provide a yield to maturity of greater than 120% of
the yield to maturity at par of such underlying
obligations.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements (without regard to the ratings requirements)
of an Underwriter’s Exemption.
ERISA Restricted
Certificate : As
specified in the Preliminary Statement.
Escrow Account
: The separate account or accounts
created and maintained by a Servicer pursuant to
Section 3.06.
Escrow Payments
: With respect to any Mortgage Loan,
the amounts constituting ground rents, taxes, mortgage insurance
premiums, fire and hazard insurance premiums, and any other
payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other
related document.
Event of Default
: As defined in Section 8.01
hereof.
Excess Interest Amount
: The Group 4 Excess Interest
Amount and Group 5 Excess Interest Amount, as
applicable.
Excess Interest Rate
: The Group 4 Excess Interest
Rate and Group 5 Excess Interest Rate, as
applicable.
Excess Loss
: The amount of any (i) Fraud Loss
in excess of the Fraud Loss Coverage Amount on a Mortgage Loan in
Loan Group 1, Loan Group 2, Loan Group 3, Loan Group
4 or Loan Group 5 realized after the Fraud Loss Coverage
Termination Date, (ii) Special Hazard Loss in excess of the Special
Hazard Loss Coverage Amount on a Mortgage Loan in Loan
Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or
Loan Group 5 realized after the Special Hazard Coverage
Termination Date or (iii) Bankruptcy Loss in excess of the
Bankruptcy Loss Coverage Amount on a Mortgage Loan in Loan
Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or
Loan Group 5 realized after the Bankruptcy Coverage
Termination Date.
Expense Fee Rate
: As to each Mortgage Loan, the sum
of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, if applicable, and the rate at which the premium on a Lender
Paid Mortgage Guaranty Insurance Policy is calculated, if
applicable.
Expense Fees
: As to each Mortgage Loan and
Distribution Date, the sum of the related Servicing Fee, the Trust
Administrator Fee, if applicable, and any premium on any Lender
Paid Mortgage Guaranty Insurance Policy, if applicable.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Financing Statement
: A financing statement, as
applicable, filed pursuant to the Uniform Commercial Code to
perfect a security interest in the Cooperative Shares and Pledge
Instruments.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Fraud Loan
: A Liquidated Mortgage Loan in Loan
Group 1, Loan Group 2, Loan Group 3, Loan
Group 4 or Loan Group 5 as to which a Fraud Loss has
occurred.
Fraud Loss Coverage
Amount : The aggregate
amount of Fraud Losses that are allocated solely to the
Class C-B Certificates, as of the Closing Date, $11,935,453,
subject to reduction from time to time by the amount of Fraud
Losses allocated to the Class C-B Certificates. In addition,
(a) on each anniversary prior to the fifth anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount will be reduced to an
amount equal to the lesser of (A) 1.00% of the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 1,
Loan Group 2, Loan Group 3, Loan Group 4 and Loan
Group 5, and (B) the excess of the Fraud Loss Coverage Amount
as of the preceding anniversary of the Cut-off Date over the
cumulative amount of Fraud Losses on the Mortgage Loans in Loan
Group 1, Loan Group 2, Loan Group 3, Loan Group 4 and Loan
Group 5 Allocated to the Class C-B Certificates since such
preceding anniversary or the Cut-off Date, and (b) on the fifth
anniversary of the Cut-off Date, zero. The Fraud Loss Coverage
Amount may be reduced below the amount set forth above for any
Distribution Date with the consent of the Rating Agencies as
evidenced by a letter of each Rating Agency to the Trust
Administrator to the effect that any such reduction will not result
in a downgrading of the current ratings assigned to such Classes of
Certificates rated by it.
Fraud Loss Coverage Termination
Date : The point in time
at which the applicable Fraud Loss Coverage Amount is reduced to
zero.
Fraud Losses
: Realized Losses on the Liquidated
Mortgage Loans in Loan Group 1, Loan Group 2, Loan Group 3,
Loan Group 4 and Loan Group 5 as to which a loss is sustained
by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan,
including a loss by reason of the denial of coverage under any
related Mortgage Guaranty Insurance Policy because of such fraud,
dishonesty or misrepresentation.
Gross Margin
: With respect to any Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note
and the Mortgage Loan Schedule that is added to the Index on each
Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the new Mortgage Rate for such Mortgage
Loan.
Group : When used with respect to the Mortgage Loans,
any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6A or Loan Group 6B, or
with respect to the Certificates, the Class or Classes of
Certificates that relate to the corresponding Group or
Groups.
Group C-B
Percentage : With respect
to any Distribution Date, the aggregate Class Principal Balance of
the Class C-B Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance
of the Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4
and Loan Group 5 Mortgage Loans, as of the first day of the
related Collection Period (excluding any such Mortgage Loans that
were subject to a Payoff, the principal of which was distributed on
the Distribution Date preceding the current Distribution
Date).
Group 1
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 1 or with respect to the Certificates, the Class 1-A-1,
Class 1-A-X, Class 1-A-2, Class AR and Class AR-L
Certificates.
Group 1 Senior Liquidation
Amount : As to any
Distribution Date, the aggregate, for each Mortgage Loan in Loan
Group 1 which became a Liquidated Mortgage Loan during the
prior calendar month, of the lesser of (i) the Group 1 Senior
Percentage of the Stated Principal Balance of such
Mortgage Loan and (ii) the
applicable Senior Prepayment Percentage of the Liquidation
Principal with respect to such Mortgage Loan.
Group 1 Senior
Percentage : As to any
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the aggregate of the Class Principal Balances
of the Class 1-A-1, Class AR and Class AR-L Certificates
immediately prior to such Distribution Date and the denominator of
which is the aggregate of the Stated Principal Balances of the
Mortgage Loans in Loan Group 1 as of the first day of the related
Collection Period (excluding any Group 1 Mortgage Loans that were
subject to a Payoff, the principal of which was distributed on the
Distribution Date preceding the current Distribution Date);
provided , however , in no event will the
Group 1 Senior Percentage exceed 100%.
Group 1 Senior Principal
Distribution Amount : As
to any Distribution Date, the sum of (i) the Group 1 Senior
Percentage of the Principal Payment Amount for Loan Group 1,
(ii) the applicable Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 1, and (iii) the Group 1
Senior Liquidation Amount.
Group 1 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 1 Senior
Percentage.
Group 2
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 2 or with respect to the Certificates, the Class 2-A-1
Certificates.
Group 2 Senior Liquidation
Amount : As to any
Distribution Date, the aggregate, for each Mortgage Loan in Loan
Group 2 which became a Liquidated Mortgage Loan during the
prior calendar month, of the lesser of (i) the Group 2 Senior
Percentage of the Stated Principal Balance of such Mortgage Loan
and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 2 Senior
Percentage : As to any
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the Class Principal Balance of the Class
2-A-1 Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate of the Stated Principal
Balances of the Mortgage Loans in Loan Group 2 as of the first day
of the related Collection Period (excluding any Group 2 Mortgage
Loans that were subject to a Payoff, the principal of which was
distributed on the Distribution Date preceding the current
Distribution Date); provided , however , in no event
will the Group 2 Senior Percentage exceed 100%.
Group 2 Senior Principal
Distribution Amount : As
to any Distribution Date, the sum of (i) the Group 2 Senior
Percentage of the Principal Payment Amount for Loan Group 2,
(ii) the applicable Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 2, and (iii) the Group 2
Senior Liquidation Amount.
Group 2 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 2 Senior
Percentage.
Group 3
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 3 or with respect to the Certificates, the Class 3-A-1
Certificates.
Group 3 Senior Liquidation
Amount : As to any
Distribution Date, the aggregate, for each Mortgage Loan in Loan
Group 3 which became a Liquidated Mortgage Loan during the
prior
calendar month, of the lesser of (i)
the Group 3 Senior Percentage of the Stated Principal Balance
of such Mortgage Loan and (ii) the applicable Senior Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 3 Senior
Percentage : As to any
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the Class Principal Balance of the Class
3-A-1 Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate of the Stated Principal
Balances of the Mortgage Loans in Loan Group 3, as of the
first day of the related Collection Period (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date); provided , however , in
no event will the Group 3 Senior Percentage exceed
100%.
Group 3 Senior Principal
Distribution Amount : As
to any Distribution Date, the sum of (i) the Group 3 Senior
Percentage of the Principal Payment Amount for Loan Group 3,
(ii) the applicable Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 3, and (iii) the Group 3
Senior Liquidation Amount.
Group 3 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 3 Senior
Percentage.
Group 4
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 4 or with respect to the Certificates, the Class 4-A-1
Certificates.
Group 4 Excess Interest
Amount : For any
Distribution Date, the amount equal to (i) the product of the
Group 4 Excess Interest Rate and the Stated Principal Balance
of the Mortgage Loans in Loan Group 4 as of the second
preceding Due Date (excluding any such Mortgage Loans that were
subject to a Payoff, the principal of which was distributed on the
Distribution Date preceding the current Distribution Date) after
giving effect to Scheduled Payments for such Due Date, whether or
not received, or for the initial Distribution Date, the Cut-off
Date, divided by (ii) 12, subject to reduction pursuant to
Section 4.01(I)(B).
Group 4 Excess Interest
Rate : For any
Distribution Date, a per annum rate equal to 0.020%.
Group 4 Senior Liquidation
Amount : As to any
Distribution Date, the aggregate, for each Mortgage Loan in Loan
Group 4 which became a Liquidated Mortgage Loan during the
prior calendar month, of the lesser of (i) the Group 4 Senior
Percentage of the Stated Principal Balance of such Mortgage Loan
and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 4 Senior
Percentage : As to any
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the Class Principal Balance of the Class
4-A-1 Certificates immediately prior to such Distribution Date and
the denominator of which is the aggregate of the Stated Principal
Balances of the Mortgage Loans in Loan Group 4, as of the
first day of the related Collection Period (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date); provided , however , in
no event will the Group 4 Senior Percentage exceed
100%.
Group 4 Senior Principal
Distribution Amount : As
to any Distribution Date, the sum of (i) the Group 4 Senior
Percentage of the Principal Payment Amount for Loan Group 4,
(ii) the applicable
Senior Prepayment Percentage of the
Principal Prepayment Amount for Loan Group 4, and (iii) the
Group 4 Senior Liquidation Amount.
Group 4 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 4 Senior
Percentage.
Group 5
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 5 or with respect to the Certificates, the Class 5-A-1,
Class 5-A-2 and Class 5-A-3 Certificates.
Group 5 Excess Interest
Amount : For any
Distribution Date, the amount equal to (i) the product of the
Group 5 Excess Interest Rate and the Stated Principal Balance
of the Mortgage Loans in Loan Group 5 as of the second
preceding Due Date (excluding any such Mortgage Loans that were
subject to a Payoff, the principal of which was distributed on the
Distribution Date preceding the current Distribution Date) after
giving effect to Scheduled Payments for such Due Date, whether or
not received, or for the initial Distribution Date, the Cut-off
Date, divided by (ii) 12, subject to reduction pursuant to
Section 4.01(I)(B).
Group 5 Excess Interest
Rate : For any
Distribution Date, a per annum rate equal to 0.020%.
Group 5 Senior Liquidation
Amount : As to any
Distribution Date, the aggregate, for each Mortgage Loan in Loan
Group 5 which became a Liquidated Mortgage Loan during the
prior calendar month, of the lesser of (i) the Group 5 Senior
Percentage of the Stated Principal Balance of such Mortgage Loan
and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 5 Senior
Percentage : As to any
Distribution Date, the percentage equivalent of a fraction the
numerator of which is the aggregate Class Principal Balance of the
Group 5 Certificates immediately prior to such Distribution
Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 5, as
of the first day of the related Collection Period (excluding any
such Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date); provided , however , in
no event will the Group 5 Senior Percentage exceed
100%.
Group 5 Senior Principal
Distribution Amount : As
to any Distribution Date, the sum of (i) the Group 5 Senior
Percentage of the Principal Payment Amount for Loan Group 5
(ii) the applicable Senior Prepayment Percentage of the Principal
Prepayment Amount for Loan Group 5, and (iii) the Group 5
Senior Liquidation Amount.
Group 5 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 5 Senior
Percentage.
Group 6
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
related Mortgage Loan Schedule as having been assigned to
Group 6A and Group 6B or with respect to the
Certificates, the Group 6 Certificates.
Group 6
Certificates : The
Class 6-A-1-1, Class 6-A-1-2, Class 6-A-2,
Class 6-M-1, Class 6-M-2, Class 6-M-3,
Class 6-M-4, Class 6-M-5 and Class 6-X
Certificates.
Group 6 Credit Support
Depletion Date : The
first Distribution Date on which the aggregate Class Principal
Balance of the Group 6 Subordinate Certificates has been or
will be reduced to zero.
Group 6 Interest Rate Cap
Account : The separate
Eligible Account created and initially maintained by the Trust
Administrator pursuant to Section 4.10 in the name of the
Trust Administrator for the benefit of the Certificateholders and
designated “Wells Fargo Bank, N.A. in trust for registered
holders of Adjustable Rate Mortgage Trust 2005-2, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-2,
Group 6 Certificates” Funds in the Group 6 Interest
Rate Cap Account shall be held in trust for the Certificateholders
for the uses and purposes set forth in this Agreement. The
Group 6 Interest Rate Cap Account will not be an asset of any
REMIC. Ownership of the Group 6 Interest Rate Cap Account is
evidenced by the Class 6-X Certificates.
Group 6 Interest Rate Cap
Agreement : The interest
rate cap agreement relating to the Group 6 Certificates
consisting of the ISDA Master Agreement, the Schedule and the
Credit Support Annex (Bilateral Form – New York Law), each
dated as of the Closing Date and the Confirmations related thereto,
between the Trustee on behalf of the Trust and the Group
6 Interest Rate Cap Counterparty, as such agreement may be
amended and supplemented in accordance with its terms and any
replacement Group 6 Interest Rate Cap Agreement acceptable to
the Depositor and the Trustee.
Group 6 Interest Rate Cap
Agreement Notional Amount : The relevant notional amount for a
Group 6 Interest Rate Cap Agreement Payment Date pursuant to
the terms of the Group 6 Interest Rate Cap
Agreement.
Group 6 Interest Rate Cap
Agreement Payment Date :
With respect to the Group 6 Interest Rate Cap Agreement, the
25th day of each month, beginning in March 2005, to and
including November 2009, subject to the modified following business
day convention (within the meaning of the 2000 ISDA Definitions).
After November 2009, no payments shall be made under the
Group 6 Interest Rate Cap Agreement.
Group 6 Interest Rate Cap
Counterparty : Credit
Suisse First Boston International, or any successor in interest
thereto under the Group 6 Interest Rate Cap
Agreement.
Group 6 Optimal Interest
Remittance Amount : With
respect to any Distribution Date and Loan Group 6A, the excess
of (i) the product of (1) (x) the weighted average of the Net
Mortgage Rates of the Mortgage Loans in Loan Group 6A as of
the first day of the related Collection Period divided by (y) 12
and (2) the Aggregate Loan Group Balance for Loan
Group 6A for the immediately preceding Distribution Date
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date), over (ii) any expenses
that reduce the Interest Remittance Amount that did not arise as a
result of a default or delinquency of the Mortgage Loans in Loan
Group 6A or were not taken into account in computing the Expense
Fee Rate.
With respect to the Distribution
Dates occurring in March 2005, April 2005 and May 2005 and
Loan Group 6B, the excess of (i) the product of (1) (x) the
weighted average of (A) the weighted average of the Net Mortgage
Rates of the Mortgage Loans in Loan Group 6B as of the first
day of the related Collection Period and (B) the applicable
Capitalized Interest Requirement Rate divided by (y) 12 and (2) the
sum of (x) the Aggregate Loan Group Balance for Loan
Group 6B for the immediately preceding Distribution Date
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date) and (y) the amount, if
any, on deposit in the Prefunding Account immediately following the
preceding
Distribution Date, over (ii) any
expenses that reduce the Interest Remittance Amount that did not
arise as a result of a default or delinquency of the Mortgage Loans
in Loan Group 6B or were not taken into account in computing
the Expense Fee Rate. With respect to any Distribution Date after
the Distribution Date in May 2005 and Loan Group 6B, the
excess of (i) the product of (1) (x) the weighted average of the
Net Mortgage Rates of the Mortgage Loans in Loan Group 6B as
of the first day of the related Collection Period divided by (y) 12
and (2) the Aggregate Loan Group Balance for Loan
Group 6B for the immediately preceding Distribution Date
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date), over (ii) any expenses
that reduce the Interest Remittance Amount that did not arise as a
result of a default or delinquency of the Mortgage Loans in Loan
Group 6B or were not taken into account in computing the
Expense Fee Rate.
Group 6 Senior
Certificates : The
Group 6A Senior Certificates and Group 6B Senior
Certificates.
Group 6 Senior Enhancement
Percentage : For any
Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of the aggregate Class Principal
Balance of the Class 6-M-1, Class 6-M-2,
Class 6-M-3, Class 6-M-4 and Class 6-M-5
Certificates and the Overcollateralization Amount (which, for
purposes of this definition only, shall not be less than zero), in
each case after giving effect to payments on such Distribution Date
(assuming no Trigger Event has occurred), and the denominator of
which is the Aggregate Group 6 Collateral Balance for such
Distribution Date.
Group 6 Senior Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the aggregate Class
Principal Balance of the Class 6-A-1-1, Class 6-A-1-2 and
Class 6-A-2 Certificates, immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i)
80.99% and (ii) the Aggregate Group 6 Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Group 6 Collateral Balance for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Group 6 Collateral
Balance as of the Cut-off Date.
Group 6 Subordinate
Certificates : The
Class 6-M-1, Class 6-M-2, Class 6-M-3,
Class 6-M-4, Class 6-M-5 and Class 6-X
Certificates.
Group 6 Subordinate Net
Funds Cap : For any
Distribution Date and the Class 6-M-1, Class 6-M-2,
Class 6-M-3, Class 6-M-4 and Class 6-M-5
Certificates, will be a per annum rate equal to a weighted average
of (i) the Group 6A Net Funds Cap and (ii) the Group 6B
Net Funds Cap, in each case, for such Distribution Date, weighted
on the basis of the Subordinate Group 6A Balance, and
Subordinate Group 6B Balance, respectively.
Group 6A Allocation
Amount : For any
Distribution Date, the product of the Group 6 Senior Principal
Payment Amount for that Distribution Date and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 6A and the denominator of which is the Principal
Remittance Amount for Loan Group 6A and Loan Group 6B, in
each case for that Distribution Date. For purposes of this
definition, the Principal Remittance Amount will be calculated net
of subclause (6) of the definition thereof.
Group 6A Excess Interest
Amount : For any
Distribution Date, the product of the amount of Monthly Excess
Interest required to be distributed on that Distribution Date
pursuant to Section 4.01(II)(d)(i)(A)(1)(a) and a fraction the
numerator of which is the Principal Remittance Amount
for Loan Group 6A and the
denominator of which is the Principal Remittance Amount for Loan
Group 6A and Loan Group 6B, in each case for that
Distribution Date.
Group 6A Net Funds
Cap : For any
Distribution Date and the Class 6-A-1-1 and Class 6-A-1-2
Certificates, will be a per annum rate equal to (a) a fraction,
expressed as a percentage, the numerator of which is the product of
(1) the Group 6 Optimal Interest Remittance Amount for Loan
Group 6A for such date and (2) 12, and the denominator of
which is the Aggregate Loan Group Balance of Loan Group 6A
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date) for the immediately
preceding Distribution Date (or, in the case of the first
Distribution Date, the Aggregate Loan Group Balance of Loan
Group 6A as of the Cut-off Date, multiplied by (b) a fraction,
the numerator of which is 30 and the denominator of which is the
actual number of days in the related Accrual Period.
Group 6A Senior
Certificates : The
Class 6-A-1-1 and Class 6-A-1-2 Certificates.
Group 6B Allocation
Amount : For any
Distribution Date, the product of the Group 6 Senior Principal
Payment Amount for that Distribution Date and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 6B and the denominator of which is the Principal
Remittance Amount for Loan Group 6A and Loan Group 6B, in
each case for that Distribution Date. For purposes of this
definition, the Principal Remittance Amount will be calculated net
of subclause (6) of the definition thereof.
Group 6B Excess Interest
Amount : For any
Distribution Date, the product of the amount of Monthly Excess
Interest required to be distributed on that Distribution Date
pursuant to Section 4.01(II)(d)(i)(A)(1)(a) and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 6B and the denominator of which is the Principal
Remittance Amount for Loan Group 6A and Loan Group 6B, in
each case for that Distribution Date.
Group 6B Net Funds
Cap : For any
Distribution Date and the Class 6-A-2 Certificates, will be a
per annum rate equal to (a) a fraction, expressed as a
percentage, the numerator of which is the product of (1) the
Group 6 Optimal Interest Remittance Amount for Loan
Group 6B for such date and (2) 12, and the denominator of
which is the Aggregate Loan Group Balance of Loan
Group 6B (excluding any such Mortgage Loans that were subject
to a Payoff, the principal of which was distributed on the
Distribution Date preceding the current Distribution Date) for the
immediately preceding Distribution Date (or, in the case of the
first Distribution Date, the Aggregate Loan Group Balance of
Loan Group 6B as of the Cut-off Date), multiplied by (b) a
fraction, the numerator of which is 30 and the denominator of which
is the actual number of days in the related Accrual
Period.
Group 6B Senior
Certificates : The
Class 6-A-2 Certificates.
Index : With respect to any Mortgage Loan and each
related Adjustment Date, the index as specified in the related
Mortgage Note.
Indirect Participants
: Entities, such as banks, brokers,
dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or
indirectly.
IndyMac : IndyMac Bank, F.S.B., and its successors and
assigns.
IndyMac Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing
Agreement : That certain
Reconstituted Servicing Agreement dated as of February 1, 2005
among DLJMC, IndyMac, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
IndyMac Underlying Servicing
Agreement : The
“Servicing Agreement” referred to in the IndyMac
Reconstituted Servicing Agreement.
Initial Bankruptcy Loss Coverage
Amount : $215,077
.
Initial Class Principal
Balance : As set forth in
the Preliminary Statement.
Initial Cut-off Date
: February 1, 2005.
Initial Mortgage Loan
: The initial Mortgage Loans
conveyed by the Depositor to the Trust Fund pursuant to
Section 2.01 hereof on the Closing Date, which are listed on
the Mortgage Loan Schedule on such date.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any Mortgage Guaranty Insurance Policy,
any standard hazard insurance policy, flood insurance policy or
title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds
: Proceeds of any primary mortgage
guaranty insurance policies, including, without limitation, any
other Insurance Policies with respect to the Mortgage Loans, to the
extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in
accordance with the related Servicer’s or Designated
Servicer’s normal servicing procedures.
Interest Determination
Date : With respect to
the LIBOR Certificates and for each Accrual Period, other than the
first Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period. With respect to the LIBOR
Certificates and the first Accrual Period, the third LIBOR Business
Day preceding the commencement of such Accrual Period.
Interest Distribution
Amount : With respect to
any Distribution Date and interest bearing Class of Group 1,
Group 2, Group 3, Group 4, Group 5 and
Class C-B Certificates, the sum of (i) one month’s
interest accrued during the related Accrual Period at the
applicable Pass-Through Rate for such Class on the related Class
Principal Balance or Class Notional Amount, as applicable, subject
to reduction pursuant to Section 4.01(I)(B), and (ii) any
Class Unpaid Interest Amounts for such Class and Distribution
Date.
Interest Remittance
Amount : For any
Distribution Date and the Mortgage Loans in any of Loan Group 6A or
Loan Group 6B, an amount equal to the sum of (1) all interest
collected (other than Payaheads) or advanced in respect of
Scheduled Payments on the Mortgage Loans in such Loan
Group during the related Collection Period, the interest
portion of Payaheads previously received on the Mortgage Loans in
the related Loan Group and intended for application in the
related Collection Period and interest portion of all Payoffs (net
of Payoff Interest for such Distribution Date) and Curtailments
received on the Mortgage Loans in such Loan Group during the
related Prepayment Period, less (x) the applicable Expense Fees
with respect to such Mortgage Loans and (y) unreimbursed Advances
and other amounts due to the Master Servicer, the applicable
Servicer, the Back-Up Servicer and the Trust Administrator with
respect to such Mortgage Loans, to the extent allocable to
interest, (2) all Compensating Interest Payments paid by a
Servicer with respect to the Mortgage Loans in such Loan
Group with respect to the
related Prepayment Period, (3) the portion of any Substitution
Adjustment Amount and Purchase Price paid with respect to the
Mortgage Loans in such Loan Group during the related
Collection Period, in each case allocable to interest and the
proceeds of any purchase of such Mortgage Loans by the Terminating
Entity pursuant to Section 11.01 in an amount not exceeding
the interest portion of the Par Value with respect to such Mortgage
Loans, (4) all Net Liquidation Proceeds and recoveries (net of
unreimbursed Advances, Servicing Advances and expenses, to the
extent allocable to interest, and unpaid Expense Fees), if any,
collected with respect to the Mortgage Loans in such Loan
Group during the related Collection Period, to the extent
allocable to interest, and (5) a pro rata portion of the sum of (a)
the Group 4 Excess Interest Amount and (b) the Group 5
Excess Interest Amount for such Distribution Date (the Group 4
Excess Interest Amount and Group 5 Excess Interest Amount will
be allocated among the Interest Remittance Amount for each of Loan
Group 6A and Loan Group 6B pro rata based upon each such Loan
Group’s Interest Remittance Amount without giving effect to
this clause (5)).
Interest Shortfall
: For any Distribution Date and the
Mortgage Loans in Loan Group 6, an amount equal to the
aggregate shortfall, if any, in collections of interest (adjusted
to the related Net Mortgage Rate) on Mortgage Loans in Loan
Group 6 resulting from (a) Principal Prepayments received
during the related Prepayment Period after giving effect to the
Compensating Interest Payment for such Distribution Date and (b)
interest payments on certain of the Mortgage Loans in Loan
Group 6 being limited pursuant to the provisions of the Relief
Act.
LaSalle : LaSalle Bank, National Association.
LaSalle Bank Custodial
Agreement : That certain
Custodial Agreement dated as of February 1, 2005 among LaSalle, the
Trustee and the Trust Administrator.
Lender Paid Mortgage Guaranty
Insurance Policy : Any
lender paid Mortgage Guaranty Insurance Policy.
LIBOR Business Day
: Any day other than (i) a Saturday
or a Sunday or (ii) a day on which banking institutions in the
State of New York or in the City of London, England are required or
authorized by law to be closed.
LIBOR Certificates
: As specified in the Preliminary
Statement.
Liquidated Mortgage
Loan : With respect to
any Distribution Date, a defaulted Mortgage Loan (including any REO
Property) which was liquidated in the calendar month preceding the
month of such Distribution Date and as to which a Servicer, has
determined (with respect to the Non-Designated Mortgage Loans, in
accordance with this Agreement, or with respect to the Designated
Mortgage Loans, in accordance with the related Designated Servicing
Agreement) that it has received all amounts it expects to receive
in connection with the liquidation of such Mortgage Loan, including
the final disposition of the related REO Property, whether from
Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation Expenses
: Customary and reasonable
“out of pocket” expenses incurred by a Servicer (or the
related Subservicer) in connection with the liquidation of any
defaulted Mortgage Loan and not recovered by the related Servicer
(or the related Subservicer) under a Mortgage Guaranty Insurance
Policy for reasons other than such Servicer’s failure to
comply with Section 3.09 hereof, such expenses including,
without limitation, legal fees and expenses, any unreimbursed
amount expended by a Servicer pursuant to Section 3.11 hereof
respecting the related Mortgage and any related and unreimbursed
expenditures for real estate property taxes or for property
restoration or preservation to the
extent not previously reimbursed
under any hazard insurance policy for reasons other than such
Servicer’s failure to comply with Section 3.11
hereof.
Liquidation Principal
: As to any Distribution Date and a
Loan Group, the principal portion of Liquidation Proceeds received
with respect to each Mortgage Loan in that Loan Group, but not in
excess of the principal balance of such Mortgage Loan, which became
a Liquidated Mortgage Loan (but not in excess of the principal
balance thereof) during the preceding calendar month.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other
proceeds received in connection with an REO Property other than
Recoveries.
Loan Group
: Any of Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4,
Loan Group 5, Loan Group 6A or Loan Group 6B,
as applicable. Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4 and Loan Group 5 together
will constitute one sub-trust and Loan Group 6A and Loan
Group 6B together will constitute another
sub-trust.
Loan Group 1
: All Mortgage Loans identified as
Loan Group 1 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 2
: All Mortgage Loans identified as
Loan Group 2 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 3
: All Mortgage Loans identified as
Loan Group 3 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 4
: All Mortgage Loans identified as
Loan Group 4 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 5
: All Mortgage Loans identified as
Loan Group 5 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 6
: The Loan Group 6A Mortgage
Loans and the Loan Group 6B Mortgage Loans.
Loan Group 6A
: All Mortgage Loans identified as
Loan Group 6A Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 6B
: All Mortgage Loans identified as
Loan Group 6B Mortgage Loans on the Mortgage Loan
Schedule.
Loan-to-Value Ratio
: As of any date, the fraction,
expressed as a percentage, the numerator of which is the Stated
Principal Balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the Mortgaged Property.
Loss and Delinquency
Test : With respect to
the SPS Mortgage Loans, SPS will fail the Loss and Delinquency Test
on any date of determination as to which (i) the aggregate
outstanding principal balance of the SPS Mortgage Loans delinquent
60 days or more (including all related REO Properties and related
Mortgage Loans in foreclosure) (averaged over the preceding six
month period), as
a percentage of the aggregate
principal balance of the SPS Mortgage Loans as of the first day of
the month of such determination is equal to or greater than 50% or
(ii) cumulative Realized Losses for the SPS Mortgage Loans exceed
(a) with respect to any month prior to the third anniversary of the
first Distribution Date, 20% of the aggregate principal balance of
the SPS Mortgage Loans as of the Closing Date (the “Original
SPS Mortgage Loan Principal Balance”), (b) with respect to
any month on or after the third anniversary but prior to the eighth
anniversary of the first Distribution Date, 30% of the Original SPS
Mortgage Loan Principal Balance, (c) with respect to any month on
or after the eighth anniversary but prior to the ninth anniversary
of the first Distribution Date, 35% of the Original SPS Mortgage
Loan Principal Balance, (d) with respect to any month on or after
the ninth anniversary but prior to the tenth anniversary of the
first Distribution Date, 40% of the Original SPS Mortgage Loan
Principal Balance, (e) with respect to any month on or after
the tenth anniversary but prior to the eleventh anniversary of the
first Distribution Date, 45% of the Original SPS Principal Balance
and (f) with respect to any month on or after the eleventh
anniversary of the first Distribution Date, 50% of the Original SPS
Mortgage Loan Principal Balance. For purposes of this definition,
the term “Realized Losses” shall not include Debt
Service Reductions or Deficient Valuations.
Lost Mortgage Note
: Any Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Marker Rate
: With respect to the Class 6-X
Certificates and the REMIC III Regular Interests LT1, LT2, LT3, LT4
and LT-Y6A and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular Interest LT2 and REMIC III
Regular Interest LT3, and with respect to the Class 6-X
Certificates and the REMIC III Regular Interests LT5, LT6, LT7, LT8
and LT-Y6B and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular Interest LT6 and REMIC III
Regular Interest LT7.
Master Servicer
: Wells Fargo.
Maximum Interest Rate
: With respect to the
Class 6-A-1-1, Class 6-A-1-2 and Class 6-A-2,
Certificates and any Distribution Date, an annual rate equal to the
weighted average of the Maximum Mortgage Rates of the Mortgage
Loans in the related Loan Group minus the weighted average
Expense Fee Rate of the Mortgage Loans in the related Loan Group.
With respect to the Class 6-M-1, Class 6-M-2,
Class 6-M-3, Class 6-M-4 and Class 6-M-5
Certificates and any Distribution Date, an annual rate equal to the
weighted average of the Maximum Mortgage Rates of the Mortgage
Loans in Loan Group 6A and Loan Group 6B minus the
weighted average Expense Fee Rate of the Mortgage Loans in Loan
Group 6A and Loan Group 6B, in each case weighted by the
Loan Group 6A Subordinate Balance and the Loan Group 6B Subordinate
Balance, respectively.
Maximum Mortgage Rate
: With respect to each Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS® System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
MIN : The mortgage identification number for any
MERS Mortgage Loan.
Minimum Mortgage Rate
: With respect to each Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.
MOM Loan : Any Mortgage Loan as to which MERS is acting
as mortgagee, solely as nominee fro the originator of such Mortgage
Loan and its successors and assigns.
Monthly Excess
Cashflow : For any
Distribution Date, an amount equal to the sum of the Monthly Excess
Interest, Overcollateralization Release Amount, if any, for such
date and any Principal Payment Amount remaining after the
application of items (i) through (v) in the distribution thereof
pursuant to Section 4.01(II)(a), (b) or (c), as
applicable.
Monthly Excess
Interest : For any
Distribution Date, any Interest Remittance Amount remaining after
the application of items (i) through (v) in the distribution
thereof, pursuant to Section 4.01(II)(a).
Moody’s
: Moody’s Investors Service,
Inc. or any successor thereto.
Mortgage : With respect to a Mortgage Loan, the mortgage,
deed of trust or other instrument creating a first lien on a fee
simple or leasehold estate securing a Mortgage Note.
Mortgage File
: For each Mortgage Loan, the
Trustee Mortgage File and the Servicer Mortgage File.
Mortgage Guaranty Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefore with respect to any Mortgage Loan.
Mortgage Loans
: Such of the mortgage loans and
cooperative loans (if any) transferred and assigned to the Trustee
pursuant to the provisions hereof as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage
loans so held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property. With respect to each Mortgage Loan that
is a Cooperative Loan, if any, “Mortgage Loan” shall
include, but not be limited to, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Recognition Agreement,
Cooperative Shares and Proprietary Lease and, with respect to each
Mortgage Loan other than a Cooperative Loan, “Mortgage
Loan” shall include, but not be limited to the related
Mortgages and the related Mortgage Notes.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 11.01, to be paid in
connection with the purchase of the Mortgage Loans pursuant to an
Optional Termination of the Trust Fund.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Seller to reflect the addition of
Qualified Substitute Mortgage Loans and the purchase of Mortgage
Loans pursuant to Section 2.02 or 2.03) transferred to the
Trustee as part of the Trust Fund and from time to time subject to
this Agreement, attached hereto as Schedule I, setting forth the
following information with respect to each Mortgage Loan and
applicable Servicer by Loan Group:
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1.
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the Mortgage Loan identifying number;
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2.
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the Mortgagor’s name;
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3.
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the street address of the Mortgaged Property
including the state and zip code;
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4. a code indicating the type of Mortgaged Property
(detached single family dwelling, PUD, condominium unit, two- to
four-unit residential property or Cooperative Unit) and the
occupancy status.
5. the original months to maturity or the remaining
months to maturity from the Cut-off Date, in any case based on the
original amortization schedule and, if different, the maturity
expressed in the same manner but based on the actual amortization
schedule;
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6.
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the Loan-to-Value Ratio at
origination;
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7.
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the Mortgage Rate as of the Cut-off
Date;
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8.
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the stated maturity date;
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9.
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the amount of the Scheduled Payment as of the
Cut-off Date;
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10.
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the original principal amount of the Mortgage
Loan;
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11.
the principal balance of the
Mortgage Loan as of the close of business on the Cut-off Date,
after deduction of payments of principal due on or before the
Cut-off Date whether or not collected;
12.
a code indicating the purpose of the
Mortgage Loan (i.e., purchase, rate and term refinance, equity take
out refinance);
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13.
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whether such Mortgage Loan has a Prepayment
Premium;
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14.
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[reserved];
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15.
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the Expense Fee Rate as of the Cut-off
Date;
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16.
the related Servicing Fee Rate
(which may be disclosed on the Mortgage Loan Schedule in two parts
identified as the master servicing fee and servicing fee or in two
parts identified as the “Lender Fee” and the
“Mgmt Fee”);
18.
whether such Mortgage Loan is a SPS
Serviced Mortgage Loan, a Wells Fargo Serviced Mortgage Loan, an
IndyMac Serviced Mortgage Loan, SFCU Serviced Mortgage Loan, or a
WMBFA Serviced Mortgage Loan;
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19.
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the Index that is associated with such Mortgage
Loan, if applicable;
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20.
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the Gross Margin, if applicable;
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21.
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the Periodic Rate Cap, if applicable;
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22.
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the Minimum Mortgage Rate, if
applicable;
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23.
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the Maximum Mortgage Rate, if
applicable;
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24.
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the first Adjustment Date after the Cut-off
Date, if applicable;
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25.
a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding
MIN;
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26.
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the Custodian for such Mortgage Loan;
and
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With respect to the Mortgage Loans
in the aggregate, each Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date:
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1.
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the number of Mortgage Loans;
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2. the current aggregate principal balance of the
Mortgage Loans as of the close of business on the Cut-off Date,
after deduction of payments of principal due on or before the
Cut-off Date whether or not collected; and
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3.
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the weighted average Mortgage Rate of the
Mortgage Loans.
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Mortgage Note
: The original executed note or
other evidence of the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate
: The annual rate of interest borne
by a Mortgage Note.
Mortgaged Property
: The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgagor : The obligor on a Mortgage Note.
Net Excess Spread
: With respect to any Distribution
Date and Loan Group 6, a fraction, expressed as a percentage,
the numerator of which is equal to the excess of (x) the Aggregate
Group 6 Collateral Balance for the immediately preceding
Distribution Date for that Loan Group, multiplied by the product of
(A) the Net WAC Rate for Loan Group 6A and Loan Group 6B
and (B) the actual number of days elapsed in the related Accrual
Period divided by 360 over (y) the aggregate Current Interest for
Loan Group 6 for such Distribution Date, and the denominator
of which is an amount equal to the Aggregate Group 6
Collateral Balance for the immediately preceding Distribution Date,
multiplied by the actual number of days elapsed in the related
Accrual Period divided by 360.
Net Funds Cap
: Any of the Group 6A Net Funds Cap,
the Group 6B Net Funds Cap or the Group 6 Subordinate Net
Funds Cap, as applicable.
Net Interest
Shortfalls : For any
Distribution Date and the Group 1, Group 2, Group 3,
Group 4 and Group 5 Mortgage Loans, the sum of (A) the amount
of interest which would otherwise have been received for a Mortgage
Loan in the related Loan Group during the prior calendar month
that was the subject of (x) a Relief Act Reduction or (y) a Special
Hazard Loss, Fraud Loss or Bankruptcy Loss, after the exhaustion of
the respective amounts of coverage provided by the Class C-B
Certificates for those types of losses; and (B) any related
Net Prepayment Interest Shortfalls.
Net Liquidation
Proceeds : With respect
to any Liquidated Mortgage Loan, the excess of the related
Liquidation Proceeds over the sum of Liquidation Expenses, Expense
Fees and unreimbursed Advances and Servicing Advances.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to
