EXECUTION COPY
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.,
OCWEN FEDERAL BANK
FSB,
Servicers,
WILSHIRE CREDIT
CORPORATION
Special Servicer,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
DATED AS OF MARCH 1,
2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-3
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-3
TABLE OF CONTENTS
Page
|
ARTICLE
I
|
DEFINITIONS
|
11
|
|
ARTICLE II
|
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
|
81
|
|
SECTION 2.01.
|
Conveyance of Trust Fund.
|
81
|
|
SECTION 2.01.
|
Conveyance of Trust Fund.
|
81
|
|
SECTION 2.02.
|
Acceptance by the Trustee.
|
87
|
|
SECTION 2.03.
|
Representations and Warranties of the Seller,
Master Servicer and Servicers.
|
89
|
|
SECTION 2.04.
|
Representations and Warranties of the Depositor
as to the Mortgage Loans.
|
91
|
|
SECTION 2.05.
|
Delivery of Opinion of Counsel in Connection
with Substitutions.
|
91
|
|
SECTION 2.06.
|
Issuance of Certificates.
|
92
|
|
SECTION 2.07.
|
REMIC Provisions.
|
92
|
|
SECTION 2.08.
|
Covenants of the Master Servicer and each
Servicer.
|
97
|
|
ARTICLE III
|
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
|
98
|
|
SECTION 3.01.
|
Servicers to Service Mortgage Loans.
|
98
|
|
SECTION 3.02.
|
Subservicing; Enforcement of the Obligations of
Subservicers.
|
100
|
|
SECTION 3.03.
|
Master Servicing by Master Servicer.
|
102
|
|
SECTION 3.04.
|
Trustee to Act as Master Servicer or
Servicer.
|
102
|
|
SECTION 3.05.
|
Collection of Mortgage Loans; Collection
Accounts; Certificate Account.
|
103
|
|
SECTION 3.06.
|
Establishment of and Deposits to Escrow
Accounts; Permitted Withdrawals from Escrow Accounts; Payments of
Taxes, Insurance and Other Charges.
|
106
|
|
SECTION 3.07.
|
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections.
|
108
|
|
SECTION 3.08.
|
Permitted Withdrawals from the Collection
Accounts and Certificate Account.
|
109
|
|
SECTION 3.09.
|
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty Insurance Policy;
Claims; Restoration of Mortgaged Property.
|
110
|
|
|
|
SECTION 3.10.
|
Enforcement of Due on Sale Clauses; Assumption
Agreements.
|
114
|
|
|
|
SECTION 3.11.
|
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
|
115
|
|
|
|
SECTION 3.12.
|
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files.
|
118
|
|
|
|
SECTION 3.13.
|
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust.
|
119
|
|
|
|
SECTION 3.14.
|
Servicing Fee; Indemnification of Master
Servicer.
|
120
|
|
|
|
SECTION 3.15.
|
Access to Certain Documentation.
|
120
|
|
|
|
SECTION 3.16.
|
Annual Statement as to Compliance.
|
121
|
|
|
|
SECTION 3.17.
|
Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
|
121
|
|
|
|
SECTION 3.18.
|
Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
|
123
|
|
|
|
SECTION 3.19.
|
Special Serviced Mortgage Loans.
|
123
|
|
|
|
SECTION 3.20.
|
Indemnification of Servicers and Master
Servicer.
|
124
|
|
|
|
SECTION 3.21.
|
Notification of Adjustments.
|
124
|
|
|
|
SECTION 3.22.
|
Designated Mortgage Loans.
|
124
|
|
|
|
SECTION 3.23.
|
Assigned Prepayment Premiums.
|
126
|
|
|
|
ARTICLE IV
|
PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
|
127
|
|
|
|
SECTION 4.01.
|
Priorities of Distribution.
|
127
|
|
|
|
SECTION 4.02.
|
Allocation of Losses.
|
140
|
|
|
|
SECTION 4.03.
|
Recoveries.
|
142
|
|
|
|
SECTION 4.04.
|
Reserved.
|
142
|
|
|
|
SECTION 4.05.
|
Monthly Statements to
Certificateholders.
|
142
|
|
|
|
SECTION 4.06.
|
Servicer to Cooperate.
|
143
|
|
|
|
SECTION 4.07.
|
Cross-Collateralization; Adjustments to
Available Funds.
|
143
|
|
|
|
SECTION 4.08.
|
Reserved.
|
144
|
|
|
|
SECTION 4.09.
|
Reserved.
|
144
|
|
|
|
SECTION 4.10.
|
Group 8 Interest Rate Cap
Account.
|
144
|
|
|
|
ARTICLE V
|
ADVANCES BY THE MASTER SERVICER AND
SERVICERS
|
147
|
|
|
|
SECTION 5.01.
|
Advances by the Master Servicer and
Servicers.
|
147
|
|
|
|
ARTICLE
VI
|
THE CERTIFICATES
|
148
|
|
SECTION 6.01.
|
The Certificates.
|
148
|
|
SECTION 6.02.
|
Registration of Transfer and Exchange of
Certificates.
|
149
|
|
SECTION 6.03.
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
153
|
|
SECTION 6.04.
|
Persons Deemed Owners.
|
154
|
|
SECTION 6.05.
|
Access to List of Certificateholders’
Names and Addresses.
|
154
|
|
SECTION 6.06.
|
Maintenance of Office or Agency.
|
154
|
|
SECTION 6.07.
|
Book Entry Certificates.
|
154
|
|
SECTION 6.08.
|
Notices to Clearing Agency.
|
155
|
|
SECTION 6.09.
|
Definitive Certificates.
|
155
|
|
ARTICLE VII
|
THE DEPOSITOR, THE SELLER, THE MASTER SERVICER,
THE SERVICERS AND THE SPECIAL SERVICER
|
157
|
|
SECTION 7.01.
|
Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the Servicers and the
Special Servicer.
|
157
|
|
SECTION 7.02.
|
Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master Servicer, the Servicers
or the Special Servicer.
|
157
|
|
SECTION 7.03.
|
Limitation on Liability of the Seller, the
Depositor, the Master Servicer, the Back-Up Servicer, the
Servicers, the Special Servicer and Others.
|
158
|
|
SECTION 7.04.
|
Master Servicer and Servicer Not to Resign;
Transfer of Servicing.
|
158
|
|
SECTION 7.05.
|
Master Servicer, Seller and Servicers May Own
Certificates.
|
159
|
|
SECTION 7.06.
|
Termination of Duties of the Back-Up
Servicer.
|
159
|
|
ARTICLE VIII
|
DEFAULT
|
160
|
|
SECTION 8.01.
|
Events of Default.
|
160
|
|
SECTION 8.02.
|
Master Servicer or Trust Administrator to Act;
Appointment of Successor.
|
163
|
|
SECTION 8.03.
|
Notification to Certificateholders.
|
165
|
|
|
|
SECTION 8.04.
|
Waiver of Events of Default.
|
165
|
|
|
|
ARTICLE IX
|
CONCERNING THE TRUSTEE
|
165
|
|
|
|
SECTION 9.01.
|
Duties of Trustee.
|
165
|
|
|
|
SECTION 9.02.
|
Certain Matters Affecting the
Trustee.
|
167
|
|
|
|
SECTION 9.03.
|
Servicing Fee; Indemnification of Master
Servicer.
|
168
|
|
|
|
SECTION 9.04.
|
Trustee May Own Certificates.
|
168
|
|
|
|
SECTION 9.05.
|
Trustee’s Fees and Expenses.
|
168
|
|
|
|
SECTION 9.06.
|
Eligibility Requirements for Trustee.
|
169
|
|
|
|
SECTION 9.07.
|
Resignation and Removal of Trustee.
|
169
|
|
|
|
SECTION 9.08.
|
Successor Trustee.
|
170
|
|
|
|
SECTION 9.09.
|
Merger or Consolidation of Trustee.
|
124
|
|
|
|
SECTION 9.10.
|
Appointment of Co-Trustee or Separate
Trustee.
|
171
|
|
|
|
SECTION 9.11.
|
Office of the Trustee.
|
172
|
|
|
|
ARTICLE X
|
CONCERNING THE TRUST ADMINISTRATOR
|
173
|
|
|
|
SECTION
10.01.
|
Duties of Trust Administrator.
|
173
|
|
|
|
SECTION
10.02.
|
Certain Matters Affecting the Trust
Administrator.
|
174
|
|
|
|
SECTION
10.03.
|
Trust Administrator Not Liable for Certificates
or Mortgage Loans.
|
176
|
|
|
|
SECTION
10.04.
|
Trust Administrator May Own
Certificates.
|
176
|
|
|
|
SECTION
10.05.
|
Trust Administrator’s Fees and
Expenses.
|
176
|
|
|
|
SECTION
10.06.
|
Eligibility Requirements for Trust
Administrator.
|
177
|
|
|
|
SECTION
10.07.
|
Resignation and Removal of Trust
Administrator.
|
177
|
|
|
|
SECTION
10.08.
|
Successor Trust Administrator.
|
178
|
|
|
|
SECTION
10.09.
|
Merger or Consolidation of Trust
Administrator.
|
179
|
|
|
|
SECTION
10.10.
|
Appointment of Co-Trust Administrator or
Separate Trust Administrator.
|
179
|
|
|
|
SECTION
10.11.
|
Office of the Trust Administrator.
|
180
|
|
|
|
SECTION 10.12
|
Tax Return.
|
180
|
|
|
|
SECTION
10.13.
|
Commission Reporting.
|
180
|
|
|
|
SECTION
10.14.
|
Determination of Certificate Index.
|
183
|
|
ARTICLE XI
|
TERMINATION
|
184
|
|
SECTION
11.01.
|
Termination upon Liquidation or Purchase of all
Mortgage Loans.
|
184
|
|
SECTION
11.02.
|
Procedure Upon Optional Termination.
|
185
|
|
SECTION
11.03.
|
Additional Termination Requirements.
|
186
|
|
ARTICLE XII
|
MISCELLANEOUS PROVISIONS
|
188
|
|
SECTION
12.01.
|
Amendment.
|
188
|
|
SECTION
12.02.
|
Recordation of Agreement;
Counterparts.
|
154
|
|
SECTION
12.03.
|
Governing Law.
|
190
|
|
SECTION
12.04.
|
Intention of Parties.
|
190
|
|
SECTION
12.05.
|
Notices.
|
191
|
|
SECTION
12.06.
|
Severability of Provisions.
|
192
|
|
SECTION
12.07.
|
Limitation on Rights of
Certificateholders.
|
192
|
|
SECTION
12.08.
|
Certificates Nonassessable and Fully
Paid.
|
193
|
|
SECTION
12.09.
|
Protection of Assets.
|
193
|
|
SECTION
12.10.
|
Non-Solicitation.
|
194
|
|
ARTICLE XIII
|
SPS AND THE MASTER SERVICER
|
195
|
|
SECTION
13.01.
|
Reports and Notices.
|
195
|
|
SECTION
13.02.
|
Master Servicer’s Oversight With Respect
to the SPS Mortgage Loans.
|
196
|
|
SECTION
13.03.
|
Termination.
|
196
|
|
SECTION
13.04.
|
Liability and Indemnification.
|
196
|
|
|
|
SECTION
13.05.
|
Confidentiality.
|
196
|
|
|
EXHIBITS
|
Exhibit A:
|
Form of Class A Certificate
|
A-1
|
|
Exhibit B:
|
Form of Class 6-M Certificate
|
B-1
|
|
Exhibit C:
|
Form of Class C-B Certificate
|
C-1
|
|
Exhibit D-1:
|
Form of Class AR Certificate
|
D-1-1
|
|
Exhibit D-2:
|
Form of Class AR-L Certificate
|
D-2-1
|
|
Exhibit E:
|
Form of Class P Certificate
|
E-1
|
|
Exhibit F:
|
Form of Class 8-X Certificate
|
F-1
|
|
Exhibit G:
|
Reserved
|
G-1
|
|
Exhibit H:
|
Form of Servicer Information
|
H-1
|
|
Exhibit I-1:
|
Form of Trust Receipt and Initial
Certification
|
I-1
|
|
Exhibit I-2:
|
Form of Trust Receipt and Subsequent
Certification
|
I-1
|
|
Exhibit J:
|
Form of Trust Receipt and Final
Certification
|
J-1
|
|
Exhibit K:
|
Form of Request for Release
|
K-1
|
|
Exhibit L:
|
Form of Transferor Certificate
|
L-1
|
|
Exhibit M-1:
|
Form of Investment Letter
|
M-1-1
|
|
Exhibit M-2:
|
Form of Rule 144A Letter
|
M-2-1
|
|
Exhibit N:
|
Form of Investor Transfer Affidavit and
Agreement
|
N-1
|
|
Exhibit O:
|
Form of Transfer Certificate
|
O-1
|
|
Exhibit P:
|
Form of SPS Mortgage Loans Report
|
P-1-1
|
|
Exhibit Q:
|
Form of Foreclosure Settlement
Statement
|
Q-1
|
|
Exhibit R:
|
Form of Subsequent Transfer Agreement
|
R-1
|
|
Exhibit S:
|
Form of Monthly Statement to
Certificateholders
|
S-1
|
|
Exhibit T:
|
Form of Depositor Certification
|
T-1
|
|
Exhibit U:
|
Form of Trust Administrator
Certification
|
U-1
|
|
Exhibit V-1:
|
Form of Master Servicer Certification
|
V-1-1
|
|
Exhibit V-2:
|
Form of Servicer Certification
|
V-2-1
|
|
Exhibit X:
|
Form of Certification Regarding Substitution of
Defective Mortgage Loans
|
W-1
|
SCHEDULES
|
Schedule I:
|
Mortgage Loan Schedule
|
I-1
|
|
Schedule IIA:
|
Representations and Warranties of Seller -
DLJMC
|
IIA-1
|
|
Schedule IIB:
|
Representations and Warranties of Master
Servicer - Wells Fargo
|
IIB-1
|
|
Schedule IIC:
|
Representations and Warranties of Servicer -
Ocwen
|
IIC-1
|
|
Schedule IID:
|
Representations and Warranties of Servicer -
SPS
|
IID-1
|
|
Schedule IIE:
|
Representations and Warranties of Servicer -
Wells Fargo
|
IIE-1
|
|
Schedule IIF:
|
Representations and Warranties of Special
Servicer - Wilshire
|
IIF-1
|
|
Schedule III:
|
Representations and Warranties of DLJMC -
Mortgage Loans
|
III-1
|
APPENDICES
|
Appendix A:
|
Calculation of Class Y Principal Reduction
Amounts
|
APPENDIX A-1
|
THIS POOLING AND SERVICING
AGREEMENT, dated as of March 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”), as a servicer (in such
capacity, a “Servicer”), OCWEN FEDERAL BANK FSB
(“OCWEN”), a federal savings bank, 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 8 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 8 Interest Rate Cap Agreement and the assets held in
the Group 8 Interest Rate Cap Account, the Prefunding Accounts
and the Capitalized Interest Accounts) 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, Group 5, Group 6 and Group 7 Mortgage
Loans and certain other related assets (exclusive of any
entitlement to Assigned Prepayment Premiums, the Group 8
Interest Rate Cap Agreement and the assets held in the Group 8
Interest Rate Cap Account, the Prefunding Accounts and the
Capitalized Interest Accounts) 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
|
|
Uncertificated REMIC
I Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or
Class Principal
Balance
|
|
|
Class Y-1
|
Regular
|
Variable(1)
|
$ 55,745.94
|
July 2035
|
|
Class Y-2
|
Regular
|
Variable(2)
|
$ 102,167.18
|
July 2035
|
|
Class Y-3
|
Regular
|
Variable(3)
|
$ 22,202.23
|
July 2035
|
|
Class Y-4
|
Regular
|
Variable(4)
|
$ 25,055.98
|
July 2035
|
|
Class Y-5
|
Regular
|
Variable(5)
|
$ 62,893.90
|
July 2035
|
|
Class Y-6
|
Regular
|
Variable(6)
|
$ 74,334.84
|
July 2035
|
|
Class Y-7
|
Regular
|
Variable(7)
|
$ 27,206.52
|
July 2035
|
|
Class Z-1
|
Regular
|
Variable(1)
|
$ 111,431,838.93
|
July 2035
|
|
Class Z-2
|
Regular
|
Variable(2)
|
$ 204,229,813.15
|
July 2035
|
|
Class Z-3
|
Regular
|
Variable(3)
|
$ 44,384,503.18
|
July 2035
|
|
Class Z-4
|
Regular
|
Variable(4)
|
$ 50,080,276.08
|
July 2035
|
|
Class Z-5
|
Regular
|
Variable(5)
|
$ 125,726,380.08
|
July 2035
|
|
Class Z-6
|
Regular
|
Variable(6)
|
$ 148,595,354.00
|
July 2035
|
|
Class Z-7
|
Regular
|
Variable(7)
|
$ 54,393,991.77
|
July 2035
|
|
Component I of the
Class AR-L
|
Residual
|
Variable(1)
|
$ 50.00
|
July 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 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 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 5 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(6) Interest distributed to the REMIC I Regular
Interests Y-6 and Z-6 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(7) Interest distributed to the REMIC I Regular
Interests Y-7 and Z-7 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 7 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 8 Mortgage Loans and certain
other related assets (exclusive of any entitlement to Assigned
Prepayment Premiums, the Group 8 Interest Rate Cap Agreement
and assets held in Group 8 Interest Rate Cap Account, the
Prefunding Accounts and the Capitalized Interest Accounts) 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-8A
|
Regular
|
Variable(1)
|
$ 54,466.53
|
July 2035
|
|
Class Y-8B
|
Regular
|
Variable(2)
|
$ 117,987.64
|
July 2035
|
|
Class Z-8A
|
Regular
|
Variable(1)
|
$ 108,878,594.76
|
July 2035
|
|
Class Z-8B
|
Regular
|
Variable(2)
|
$ 235,906,463.67
|
July 2035
|
|
Component II of the
Class AR-L
|
Regular
|
N/A
|
$ 0.00
|
July 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 II
Regular Interests Y-8A and Z-8A on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 8A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(2) Interest distributed to the REMIC II
Regular Interests Y-8B and Z-8B on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 8B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before 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 8 Interest Rate Cap Agreement and assets held in the
Group 8 Interest Rate Cap Account, the Prefunding Accounts and
the Capitalized Interest Accounts) 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)
|
$ 105,244,000.00
|
July 2035
|
|
Class 2-A-1L
|
Regular
|
Variable(2)
|
$ 192,889,000.00
|
July 2035
|
|
Class 3-A-1L
|
Regular
|
Variable(3)
|
$ 41,920,000.00
|
July 2035
|
|
Class 4-A-1L
|
Regular
|
Variable(4)
|
$ 47,299,000.00
|
July 2035
|
|
Class 5-A-1L
|
Regular
|
Variable(5)
|
$ 118,745,000.00
|
July 2035
|
|
Class 6-A-1L
|
Regular
|
Variable(6)
|
$ 140,344,000.00
|
July 2035
|
|
Class 7-A-1L
|
Regular
|
Variable(7)
|
$ 51,374,000.00
|
July 2035
|
|
Class C-B-1L
|
Regular
|
Variable(8)
|
$ 14,045,000.00
|
July 2035
|
|
Class C-B-2L
|
Regular
|
Variable(8)
|
$ 9,610,000.00
|
July 2035
|
|
Class C-B-3L
|
Regular
|
Variable(8)
|
$ 2,587,000.00
|
July 2035
|
|
Class C-B-4L
|
Regular
|
Variable(8)
|
$ 2,218,000.00
|
July 2035
|
|
Class C-B-5L
|
Regular
|
Variable(8)
|
$ 2,587,000.00
|
July 2035
|
|
Class C-B-6L
|
Regular
|
Variable(8)
|
$ 2,957,000.00
|
July 2035
|
|
Class C-B-7L
|
Regular
|
Variable(8)
|
$ 2,218,000.00
|
July 2035
|
|
Class C-B-8L
|
Regular
|
Variable(8)
|
$ 2,957,000.00
|
July 2035
|
|
Class C-B-9L
|
Regular
|
Variable(8)
|
$ 2,217,763.78
|
July 2035
|
|
Class LT-1
|
Regular
|
Variable(9)
|
$ 108,859,302.31
|
July 2035
|
|
Class LT-2
|
Regular
|
Variable(9)
|
$ 2,494.16
|
July 2035
|
|
Class LT-3
|
Regular
|
0.00%
|
$ 8,339.14
|
July 2035
|
|
Class LT-4
|
Regular
|
Variable(10)
|
$ 8,339.14
|
July 2035
|
|
Class LT-5
|
Regular
|
Variable(11)
|
$ 235,864,771.25
|
July 2035
|
|
Class LT-6
|
Regular
|
Variable(11)
|
$ 5,512.47
|
July 2035
|
|
Class LT-7
|
Regular
|
0.00%
|
$ 18,089.98
|
July 2035
|
|
Class LT-8
|
Regular
|
Variable(12)
|
$ 18,089.98
|
July 2035
|
|
Class LT-Y8A
|
Regular
|
Variable(13)
|
$ 54,466.53
|
July 2035
|
|
Class LT-Y8B
|
Regular
|
Variable(14)
|
$ 117,987.64
|
July 2035
|
|
Component I of the Class AR
|
Residual
|
Variable(1)
|
$ 50.00
|
July 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 Interest 6-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(7)
|
Interest distributed to the REMIC III
Regular Interest 7-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 7 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(8)
|
Interest distributed to the REMIC III
Regular Interests C-B-1L, C-B-2L, C-B-3L, C-B-4L, C-B-5L, C-B-6L,
C-B-7L, C-B-8L and C-B-9L 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, (e) the weighted average of the Net Mortgage
Rates for the Group 5 Loans, (f) the weighted average of the
Net Mortgage Rates for the Group 6 Loans and (g) the weighted
average of the Net Mortgage Rates for the Group 7 Loans,
weighted on the basis of the Subordinate Component Balances of the
respective Loan Groups, on 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,
Class Y-5, Class Y-6 and Class Y-7 REMIC I
Regular Interests weighted on the basis of their respective
principal balances
|
|
(9)
|
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 8A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date
|
|
(10)
|
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 8A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(11)
|
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 8B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(12)
|
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 8B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(13)
|
Interest distributed to the REMIC III
Regular Interest LT-Y8A on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 8A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(14)
|
Interest distributed to the REMIC III
Regular Interest LT-Y8B on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 8B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before 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
|
$ 94,715,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 10,529,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$ 192,889,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$ 41,920,000.00
|
Variable(3)
|
$25,000
|
$1
|
|
Class 4-A-1
|
$ 47,299,000.00
|
Variable(4)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$ 118,745,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 6-A-1
|
$ 140,344,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 7-A-1
|
$ 51,374,000.00
|
Variable(7)
|
$25,000
|
$1
|
|
Class 8-A-1-1
|
$ 79,910,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 8-A-1-2
|
$ 19,980,000.00
|
Variable(9)
|
$25,000
|
$1
|
|
Class 8-A-2
|
$ 119,790,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 8-A-3-1
|
$ 66,870,000.00
|
Variable(11)
|
$25,000
|
$1
|
|
Class 8-A-3-2
|
$ 8,130,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class 8-A-4
|
$ 21,645,000.00
|
Variable(13)
|
$25,000
|
$1
|
|
Class 8-M-1
|
$ 14,660,000.00
|
Variable(14)
|
$25,000
|
$1
|
|
Class 8-M-2
|
$ 8,105,000.00
|
Variable(15)
|
$25,000
|
$1
|
|
Class 8-M-3
|
$ 4,140,000.00
|
Variable(16)
|
$25,000
|
$1
|
|
Class 8-M-4
|
$ 1,727,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 14,045,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 9,610,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 2,587,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 2,218,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 2,587,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 2,957,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-7
|
$ 2,218,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-8
|
$ 2,957,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class C-B-9
|
$ 2,217,763.78
|
Variable(18)
|
$25,000
|
$1
|
|
Class 8-X
|
(19)
|
Variable(20)
|
(21)
|
N/A
|
|
Class P
|
(22)
|
N/A
|
(23)
|
N/A
|
|
Component II of
Class AR(24)
|
$ 0.00
|
N/A
|
(25)
|
N/A
|
_______________
|
(1)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 1-A-1 and Class 1-A-2
Certificates is 4.6462% 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.
|
|
(2)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 2-A-1 Certificates is 4.7230%
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.
|
|
(3)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 3-A-1 Certificates is 5.0339%
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.
|
|
(4)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 4-A-1 Certificates is 5.2683%
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.
|
|
(5)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 5-A-1 Certificates is 4.6684%
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 5 for that Distribution Date.
|
|
(6)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 6-A-1 Certificates is 4.9568%
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 6 for that Distribution Date.
|
|
(7)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 7-A-1 Certificates is 5.0912%
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 7 for that Distribution Date.
|
|
(8)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-1-1 Certificates is
3.0750% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 8-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 8A Net Funds
Cap and (c) 11.00%.
|
|
(9)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-1-2 Certificates is
3.1400% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 8-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 8A Net Funds
Cap and (c) 11.00%.
|
|
(10)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-2 Certificates is 3.0900%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-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 8B Net Funds Cap and
(c) 11.00%.
|
|
(11)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-3-1 Certificates is
3.0600% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 8-A-3-1 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 8B Net Funds
Cap and (c) 11.00%.
|
|
(12)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-3-2 Certificates is
3.1700% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 8-A-3-2 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 8B Net Funds
Cap and (c) 11.00%.
|
|
(13)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-A-4 Certificates is 3.1300%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-A-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 8B Net Funds Cap and
(c) 11.00%.
|
|
(14)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-M-1 Certificates is 3.3000%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-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 8 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
15)
|
The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-M-2 Certificates is 3.6500%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-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 8 Subordinate Net Funds Cap and
(c) 11.00%.
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(16)
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The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-M-3 Certificates is 4.1000%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-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 8 Subordinate Net Funds Cap and
(c) 11.00%.
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(17)
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The Pass-Through Rate for the April 2005
Distribution Date for the Class 8-M-4 Certificates is 4.9500%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 8-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 8 Subordinate Net Funds Cap and
(c) 11.00%.
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(18)
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The Pass-Through Rate for the April 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,
Class C-B-6, Class C-B-7, Class C-B-8 and
Class C-B-9 Certificates is 4.8319% 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, Class C-B-6,
Class C-B-7, Class C-B-8 and Class C-B-9
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
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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 of Loan Group 4 for that
Distribution Date and (y) the Subordinate Component Balance
for Loan Group 4 immediately prior to such Distribution Date,
(v) the product of (x) the Net WAC Rate of Loan Group 5
for that Distribution Date and (y) the Subordinate
Component Balance for Loan Group 5 immediately prior to
such Distribution Date, (vi) the product of (x) the Net WAC
Rate of Loan Group 6 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 6
immediately prior to such Distribution Date, and (vii) the
product of (x) the Net WAC Rate of Loan Group 7 for that
Distribution Date and (y) the Subordinate Component Balance
for Loan Group 7 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, Loan Group 5, Loan
Group 6 and Loan Group 7 immediately prior to such
Distribution Date.
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(19)
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The Class 8-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 8-X Certificates accrue interest on the
Class 8-X Notional Amount.
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(20)
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The Class 8-X Certificates will be
comprised of two REMIC IV regular interests, a principal only
regular interest designated 8-X-PO and an interest only regular
interest designated 8-X-IO, which will be entitled to distributions
as set forth herein. On each Distribution Date, the Class 8-X
Certificates shall be entitled to the Class 8-X Distributable
Amount. With respect to any Distribution Date after the first
distribution date, interest accrued on the Class 8-X
Certificates during the related Accrual Period shall equal interest
at the related Pass-Through Rate on the Class 8-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
Payments. The Pass-Through Rate for the Class 8-X Certificates
or the REMIC IV Regular Interest 8-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-Y8A and LT-Y8B. For purposes of calculating the
Pass-Through Rate for the Class 8-X Certificates, the
numerator is equal to the sum of the following
components:
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(i)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT1 and LT-Y8A minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT1 and LT-Y8A;
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(ii)
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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;
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(iii)
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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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(iv)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT5 and LT-Y8B minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT5 and LT-Y8B;
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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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(vi)
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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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Accrued interest on the
Class 8-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 8 Certificates in respect
of Basis Risk Shortfalls from the Group 8 Available
Distribution Amount shall be deemed to have first been distributed
from REMIC IV to the holders of the Class 8-X
Certificates in respect of the Class 8-X-IO REMIC IV
Regular Interest and then paid by such holders to such
Class of Group 8 Certificates.
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(21)
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The Class 8-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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(22)
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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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(23)
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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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(24)
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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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(25)
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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 8-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 6, Group 7, Group 8A and
Group 8B Certificates.
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Class C-B Certificates
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The
Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5, Class C-B-6,
Class C-B-7, Class C-B-8 and Class C-B-9
Certificates.
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Class M Certificates
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The
Class 8-M-1, Class 8-M-2, Class 8-M-3 and
Class 8-M-4 Certificates.
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ERISA-Restricted Certificates
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Residual
Certificates and Private Certificates; and any Certificates that do
not satisfy the applicable ratings requirement under the
Underwriter’s Exemption.
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Group 1 Certificates
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The
Class 1-A-1, Class 1-A-2 and Residual
Certificates.
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Group 2 Certificates
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The
Class 2-A-1 Certificates.
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Group 3 Certificates
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The
Class 3-A-1 Certificates.
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Group 4 Certificates
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The
Class 4-A-1 Certificates.
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Group 5 Certificates
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The
Class 5-A-1 Certificates.
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Group 6 Certificates
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The
Class 6-A-1 Certificates.
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Group 7 Certificates
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The
Class 7-A-1 Certificates.
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Group 8 Certificates
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The
Group 8A, Group 8B, Class 8-X and Class M
Certificates.
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Group 8A Certificates
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The
Class 8-A-1-1 and Class 8-A-1-2 Certificates.
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Group 8B Certificates
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The
Class 8-A-2, Class 8-A-3-1, Class 8-A-3-2 and
Class 8-A-4 Certificates.
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LIBOR
Certificates
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The
Group 8A, Group 8B and Class M
Certificates.
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Notional
Amount Certificates
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The
Class 8-X Certificates.
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Offered
Certificates
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All
Classes of Certificates other than the Private
Certificates.
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Private
Certificates
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The
Class C-B-7, Class C-B-8, Class C-B-9,
Class 8-X and Class P Certificates.
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Physical
Certificates
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The
Residual Certificates and the Private Certificates.
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Rating
Agencies
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Moody’s and S&P.
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Regular
Certificates
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All
Classes of Certificates other than the Residual
Certificates.
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Residual
Certificates
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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 8-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 Bank of America
Serviced Mortgage Loan, the payment required to be made by (i) Bank
of America with respect to any Distribution Date pursuant to
Section 5.03 of the Bank of America 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 National City
Serviced Mortgage Loan, the payment required to be made by (i)
National City on the Remittance Date (as defined in the National
City Reconstituted Servicing Agreement) relating to any
Distribution Date pursuant to Section 5.03 of the National City
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 Groups 1-7
Collateral Balance : As
to any date of determination, will be equal to the sum of the
Aggregate Loan Group Balances for Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5, Loan Group 6 and Loan Group 7 as of such
date of determination.
Aggregate Group 8 Collateral
Balance : As to any date
of determination, will be equal to the sum of the Aggregate Loan
Group Balances for Loan Group 8A and Loan Group 8B as of such date
of determination.
Aggregate Loan
Group Balance : As
to any Loan Group and as of any date of determination, will be
equal to the sum of (a) the aggregate Stated Principal Balance of
the Mortgage
Loans in such Loan Group as of
the first day of such month and (b) with respect to Loan
Group 1, Loan Group 2, Loan Group 3, Loan
Group 5, Loan Group 6, Loan Group 7, Loan
Group 8A and Loan Group 8B, the amount on deposit in the
Group 1 Prefunding Account, Group 2 Prefunding Account, Group 3
Prefunding Account, Group 5 Prefunding Account, Group 6 Prefunding
Account, Group 7 Prefunding Account, Group 8A Prefunding Account
and Group 8B Prefunding Account, respectively, 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, 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 8 Certificates, the excess, if any, of
(i) the aggregate Class Principal Balances of the Group 8
Certificates (other than the related Notional Amount Certificates),
after giving effect to all Realized Losses with respect to the
Mortgage Loans in Loan Group 8 during the Collection Period
for such Distribution Date and payments of principal on such
Distribution Date over (ii) the Aggregate Group 8 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.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of March 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, Group 5, Group 6 and
Group 7 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;
(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) with respect to
Group 1, Group 2, Group 3, Group 5, Group 6 and Group 7 and any
Distribution Date on or prior to the Distribution Date in
June 2005, the related Capitalized Interest Distribution for
that Distribution Date;
(vi) with respect to
Group 1, Group 2, Group 3, Group 5, Group 6 and Group 7 and the
June 2005 Distribution Date, the amount remaining in the related
Prefunding Account;
(vii) any amounts
payable as Compensating Interest Payments by a Servicer with
respect to the related Mortgage Loans on such Distribution
Date;
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(viii)
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all Recoveries, if any; and
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(ix) 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.
Bank of America
: Bank of America, National
Association, and its successors and assigns.
Bank of America Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
Bank of America is the applicable Designated Servicer.
Bank of America Reconstituted
Servicing Agreement :
That certain Reconstituted Servicing Agreement dated as of
March 1, 2005 among DLJMC, Bank of America, the Master
Servicer and the Trust Administrator, and acknowledged by the
Trustee.
Bank of America Underlying
Servicing Agreement :
The “Servicing Agreement” referred to in the Bank of
America Reconstituted Servicing Agreement.
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
Accounts : Collectively,
the Group 1 Capitalized Interest Account, Group 2
Capitalized Interest Account, Group 3 Capitalized Interest
Account, Group 5 Capitalized Interest
Account, Group 6 Capitalized
Interest Account, Group 7 Capitalized Interest Account,
Group 8A Capitalized Interest Account and Group 8B
Capitalized Interest Account.
Capitalized Interest
Deposits : Collectively,
the Group 1 Capitalized Interest Deposit, Group 2
Capitalized Interest Deposit, Group 3 Capitalized Interest
Deposit, Group 5 Capitalized Interest Deposit, Group 6
Capitalized Interest Deposit, Group 7 Capitalized Interest
Deposit, Group 8A Capitalized Interest Deposit and
Group 8B Capitalized Interest Deposit.
Capitalized Interest
Distributions :
Collectively, the Group 1 Capitalized Interest Distribution, Group
2 Capitalized Interest Distribution, Group 3 Capitalized Interest
Distribution, Group 5 Capitalized Interest Distribution, Group 6
Capitalized Interest Distribution, Group 7 Capitalized Interest
Distribution, Group 8A Capitalized Interest Distribution and Group
8B Capitalized Interest Distribution.
Capitalized Interest Release
Amounts : With respect to
the April 2005 and May 2005 Distribution Dates, the sum of the
Group 8A Capitalized Interest Release Amount for such Distribution
Date and Group 8B Capitalized Interest Release Amount for such
Distribution Date and with respect to the June 2005 Distribution
Date, all amounts remaining on deposit in the Capitalized Interest
Accounts after application of the Capitalized Interest
Distributions for such Distribution Date.
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
and (B) Wells Fargo, Ocwen and 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 the Class 8-A-4 Certificates and 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 8-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 Aggregate Group
8 Collateral Balance as of such date of determination, over (B) the
then aggregate Class Principal Balance of the Group 8A,
Group 8B and Class M Certificates then outstanding, which
represents the sum of (i) the initial principal balance of the
REMIC IV Regular Interest 8-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
8-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, Certificate Group 6,
Certificate Group 7 or Certificate Group 8, 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
Group 7 : Any of the
Certificates with a Class designation beginning with
“7” and relating to Loan Group 7.
Certificate
Group 8 : Any of the
Certificates with a Class designation beginning with
“8” and relating to Loan Group 8.
Certificateholder
or Holder : The Person
in whose name a Certificate is registered in the Certificate
Register.
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:
|
|
|
|
|
|
|
|
8-A-1-1
|
0.225%
|
0.450%
|
|
8-A-1-2
|
0.290%
|
0.580%
|
|
8-A-2
|
0.240%
|
0.480%
|
|
8-A-3-1
|
0.210%
|
0.420%
|
|
8-A-3-2
|
0.320%
|
0.640%
|
|
8-A-4
|
0.280%
|
0.560%
|
|
8-M-1
|
0.450%
|
0.950%
|
|
8-M-2
|
0.800%
|
1.300%
|
|
8-M-3
|
1.250%
|
1.750%
|
|
8-M-4
|
2.100%
|
2.600%
|
___________
|
(1)
|
On and prior to the first Distribution Date on
which the Optional Termination for Loan Group 8 may
occur.
|
|
(2)
|
After the first Distribution Date on which the
Optional Termination for Loan Group 8 may occur.
|
Certificate Register
: The register maintained pursuant
to Section 6.02(a) hereof.
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 8-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 Group 8A Senior
Certificates and the Group 8B Senior Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 8-M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 90.90% and (ii) the
Aggregate Group 8 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 8 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 8 Collateral Balance as of
the Initial Cut-off Date.
Class 8-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
Group 8A Senior Certificates,
Group 8B Senior Certificates and Class 8-M-1 Certificates, in
each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the
Class 8-M-2 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of
(i) 95.60% and (ii) the Aggregate Group 8 Collateral Balance
for such Distribution Date and (B) the amount, if any, by which (i)
the Aggregate Group 8 Collateral Balance for such Distribution
Date exceeds (ii) 0.50% of the Aggregate Group 8 Collateral
Balance as of the Initial Cut-off Date.
Class 8-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 Group 8A Senior
Certificates, Group 8B Senior Certificates, Class 8-M-1
and Class 8-M-2 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 8-M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 98.00% and (ii) the Aggregate
Group 8 Collateral Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Group 8
Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 8 Collateral Balance as
of the Initial Cut-off Date.
Class 8-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 Group 8A Senior
Certificates, Group 8B Senior Certificates, Class 8-M-1,
Class 8-M-2 and Class 8-M-3 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class 8-M-4
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 99.00% and (ii)
the Aggregate Group 8 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 8 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 8 Collateral Balance as of
the Initial Cut-off Date.
Class 8-X Distributable
Amount : On the first
Distribution Date, the Class 8-X Distributable Amount shall be
equal to the excess of (a) the interest accruing on the
Group 8 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 Group 8A Senior
Certificates, Group 8B Senior Certificates and Class M
Certificates on such Distribution Date. With respect to any
Distribution Date after the first Distribution Date and the
Class 8-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 8-X Certificates (as described in the
Preliminary Statement) and (b) the Overcollateralization
Release Amount, if any, for such Distribution Date.
Class 8-X Notional
Amount : With respect to
the Class 8-X Certificates or REMIC IV Regular Interest
8-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-Y8A and LT-Y8B
immediately prior to such Distribution Date, (which for
clarification is equal to the Aggregate Group 8 Collateral
Balance 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, Group 6,
Group 7 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 M
Certificates : The
Class 8-M-1, Class 8-M-2, Class 8-M-3 and
Class 8-M-4 Certificates.
Class Notional
Amount : The
Class 8-X Notional Amount.
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,
Group 6, Group 7 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-6, Class Y-7, Class Y-8A and
Class Y-8B 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-6 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-6
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-6 Regular Interest on such Distribution
Date.
Class Y-6 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-6
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-6 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-7 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-7
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-7 Regular Interest on such Distribution
Date.
Class Y-7 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-7
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-7 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-8A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-8A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-8A Regular Interest on such Distribution
Date.
Class Y-8A Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-8A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-8A 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-8B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-8B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-8B Regular Interest on such Distribution
Date.
Class Y-8B Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-8B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-8B 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-6 Regular Interest
is the Group 6 Loans, the “related Group” for the
Class Z-7 Regular Interest is the Group 7 Loans, the
“related Group” for the Class Z-8A Regular
Interest is the Group 8A Loans and the “related
Group” for the Class Z-8B Regular Interest is the
Group 8B 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-6, Class Z-7, Class Z-8A and
Class Z-8B 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-6 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-6
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-6 Regular Interest on such Distribution
Date.
Class Z-6 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-6
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-6 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-7 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-7
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-7 Regular Interest on such Distribution
Date.
Class Z-7 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-7
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-7 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-8A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-8A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-8A Regular Interest on such Distribution
Date.
Class Z-8A Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-8A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-8A 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-8B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-8B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-8B Regular Interest on such Distribution
Date.
Class Z-8B Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-8B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-8B 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
: March 30, 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
Ocwen Serviced Mortgage Loans, the lesser of (i) the aggregate
Servicing Fee payable to Ocwen in respect of the Ocwen Serviced
Mortgage Loans for such Distribution Date and (ii) the aggregate
Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the Ocwen 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
National City Serviced Mortgage Loans, the excess of (i) the
Compensating Interest (as defined in the National City
Reconstituted Servicing Agreement) required to be remitted by
National City on the Remittance Date (as defined in the National
City Reconstituted Servicing Agreement) relating to such
Distribution Date over (ii) the Compensating Interest (as defined
in the National City Reconstituted Servicing Agreement) actually
remitted by National City on the Remittance Date (as defined in the
National City Reconstituted Servicing Agreement) relating to such
Distribution Date.
For any Distribution Date and the
Bank of America Serviced Mortgage Loans, the excess of (i) the
Compensating Interest (as defined in the Bank of America
Reconstituted Servicing Agreement) required to be remitted by Bank
of America on the Remittance Date (as defined in the Bank of
America Reconstituted Servicing Agreement) relating to such
Distribution Date over (ii) the Compensating Interest (as defined
in the Bank of America Reconstituted Servicing Agreement) actually
remitted by Bank of America on the Remittance Date (as defined in
the Bank of America Reconstituted 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 Payment required to be remitted by Wells
Fargo for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by Wells Fargo for such
Distribution Date;
(c) with respect to the
Bank of America Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by Bank of
America for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by Bank of America for such
Distribution Date
(d) with respect to the
Ocwen Serviced Mortgage Loans, the excess of (i) the Compensating
Interest Payment required to be remitted by Ocwen for such
Distribution Date over
(ii) the Compensating Interest
Payment actually remitted by Ocwen for such Distribution Date;
and
(e) with respect to the
National City Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by National
City for such Distribution Date over (ii) the Compensating Interest
Payment actually remitted by National City 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 2005-3, 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 Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: CSFB ARMT
2005-3.
Current Interest
: For any Class of Group 8
Certificates, other than the Class 8-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 8 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, Ocwen 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, Loan Group 5, Loan Group 6 or Loan
Group 7, 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, Loan Group 5, Loan Group 6 or Loan
Group 7, 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 8
Subordinate Certificates (other than the Class 8-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 8 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 8 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 National City
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by National City under the National City Reconstituted
Servicing Agreement, and the Bank of America Serviced Mortgage
Loans, unless any such Mortgage Loan is no longer serviced by Bank
of America under the Bank of America Reconstituted Servicing
Agreement.
Designated Servicer
: Each of National City and Bank of
America.
Designated Servicing
Agreements : Each of the
National City Reconstituted Servicing Agreement and the Bank of
America Reconstituted Servicing Agreement.
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 April 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 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, Loan Group 5, Loan Group 6 or Loan
Group 7 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, Loan
Group 5, Loan Group 6 or Loan Group 7 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, Loan Group 5, Loan Group 6 or Loan
Group 7 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, Loan Group 5, Loan Group 6 or Loan
Group 7 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, $14,784,238,
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
Groups 1-7 Collateral Balance as of such date, 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, Loan Group 5, Loan
Group 6 and Loan Group 7 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, Loan Group 5, Loan
Group 6 and Loan Group 7 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 6, Loan Group 7,
Loan Group 8A or Loan Group 8B, 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 Groups 1-7
Collateral Balance 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-2, Class AR and
Class AR-L Certificates.
Group 1 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 Group 1 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
Group 1 Capitalized Interest Account shall be treated as owned
by the Depositor and will be taxable to the Depositor.
Group 1 Capitalized Interest
Deposit :
$93,504.00.
Group 1 Capitalized Interest
Distribution : With
respect to the April 2005, May 2005 and June 2005
Distribution Dates, an amount equal to 30 days of interest (based
on a 360-day year) accruing at a per annum rate equal to 4.3675% on
the amount on deposit in the Group 1 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 1 their
stated pass-through rates due to an insufficiency in the
Group 1 Capitalized Interest Distribution, the Depositor will
contribute any amounts to REMIC II necessary to pay the
REMIC II Interests their stated pass-through rates.
Group 1 Prefunded
Amount : The amount
deposited in the Group 1 Prefunding Account on the Closing
Date, which shall equal approximately $7,886,472.17.
Group 1 Prefunding
Account : The separate
Eligible Account created and maintained by the Trust Administrator
pursuant to Section 3.05(g) 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 2005-3 Adjustable Rate
Mortgage-Backed Pass-Through Certificates,
Series 2005-3.” Funds in the Group 1 Prefunding
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any REMIC created hereunder; provided, however ,
that any investment income earned from Permitted Investments made
with funds in the Group 1 Prefunding Account shall be for the
account of the Depositor.
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 1-A-2, 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 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 Group 2 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
Group 2 Capitalized Interest Account shall be treated as owned
by the Depositor and will be taxable to the Depositor.
Group 2 Capitalized Interest
Deposit :
$120,741.00.
Group 2 Capitalized Interest
Distribution : With
respect to the April 2005, May 2005 and June 2005
Distribution Dates, an amount equal to 30 days of interest (based
on a 360-day year) accruing at a per annum rate equal to 4.8155% on
the amount on deposit in the Group 2 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 2 their
stated pass-through rates due to an insufficiency in the
Group 2 Capitalized Interest Distribution, the Depositor will
contribute any amounts to REMIC II necessary to pay the
REMIC II Interests their stated pass-through rates.
Group 2 Prefunded
Amount : The amount
deposited in the Group 2 Prefunding Account on the Closing
Date, which shall equal approximately $9,304,745.32.
Group 2 Prefunding
Account : The separate
Eligible Account created and maintained by the Trust Administrator
pursuant to Section 3.05(g) 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 2005-3 Adjustable Rate
Mortgage-Backed Pass-Through Certificates,
Series 2005-3.” Funds in the Group 2 Prefunding
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any REMIC created hereunder; provided, however ,
that any investment income earned from Permitted Investments made
with funds in the Group 2 Prefunding Account shall be for the
account of the Depositor.
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 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 Group 3 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
Group 3 Capitalized Interest Account shall be treated as owned
by the Depositor and will be taxable to the Depositor.
Group 3 Capitalized Interest
Deposit :
$140,012.00.
Group 3 Capitalized Interest
Distribution : With
respect to the April 2005, May 2005 and June 2005
Distribution Dates, an amount equal to 30 days of interest (based
on a 360-day year) accruing at a per annum rate equal to 5.0479% on
the amount on deposit in the Group 3 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 3 their
stated pass-through rates due to an insufficiency in the
Group 3 Capitalized Interest Distribution, the Depositor will
contribute any amounts to REMIC II necessary to pay the
REMIC II Interests their stated pass-through rates.
Group 3 Prefunded
Amount : The amount
deposited in the Group 3 Prefunding Account on the Closing
Date, which shall equal approximately $10,327,427.27.
Group 3 Prefunding
Account : The separate
Eligible Account created and maintained by the Trust Administrator
pursuant to Section 3.05(g) 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 2005-3 Adjustable Rate
Mortgage-Backed Pass-Through Certificates,
Series 2005-3.” Funds in the Group 3 Prefunding
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any REMIC created hereunder; provided, however ,
that any investment income earned from Permitted Investments made
with funds in the Group 3 Prefunding Account shall be for the
account of the Depositor.
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 res
