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,
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.,
SELECT PORTFOLIO SERVICING, INC.,
U.S. BANK national association,
Servicers,
WILSHIRE CREDIT CORPORATION
Special Servicer,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF DECEMBER 1, 2004
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2004-5
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2004-5
==============================================================================
Table of Contents
Page
ARTICLE I
DEFINITIONS.......................................................11
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES.....74
SECTION 2.01.
Conveyance of Trust Fund..................................74
SECTION 2.02.
Acceptance by the Trustee.................................77
SECTION 2.03.
Representations and Warranties of the Seller,
Master Servicer and Servicers.............................79
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage Loans.....................................82
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions.............................................82
SECTION 2.06.
Issuance of Certificates..................................82
SECTION 2.07.
REMIC Provisions..........................................82
SECTION 2.08.
Covenants of the Master Servicer and each Servicer........87
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................89
SECTION 3.01.
Servicers to Service Mortgage Loans.......................89
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers..............................................91
SECTION 3.03.
Master Servicing by Master Servicer.......................93
SECTION 3.04.
Trustee to Act as Master Servicer or Servicer.............94
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts;
Certificate Account.......................................94
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges............97
SECTION 3.07.
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections...............................................99
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts
and Certificate Account...................................99
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.................................................101
SECTION 3.10.
Enforcement of Due on Sale Clauses; Assumption
Agreements...............................................104
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.....................106
SECTION 3.12.
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files................................109
SECTION 3.13.
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust........................110
SECTION 3.14.
Servicing Fee............................................110
SECTION 3.15.
Access to Certain Documentation..........................111
SECTION 3.16.
Annual Statement as to Compliance........................111
SECTION 3.17.
Annual Independent Public Accountants' Servicing
Statement; Financial Statements..........................112
SECTION 3.18.
Maintenance of Fidelity Bond and Errors and
Omissions Insurance......................................114
SECTION 3.19.
Special Serviced Mortgage Loans..........................114
SECTION 3.20.
Indemnification of Servicers and Master Servicer.........115
SECTION 3.21.
Notification of Adjustments..............................115
SECTION 3.22.
Designated Mortgage Loans................................115
SECTION 3.23.
Assigned Prepayment Premiums.............................117
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS...................117
SECTION 4.01.
Priorities of Distribution...............................117
SECTION 4.02.
Allocation of Losses.....................................128
SECTION 4.03.
Recoveries...............................................129
SECTION 4.04.
Reserved.................................................130
SECTION 4.05.
Monthly Statements to Certificateholders.................130
SECTION 4.06.
Servicer to Cooperate....................................131
SECTION 4.07.
Cross-Collateralization; Adjustments to Available
Funds....................................................131
ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS....................133
SECTION 5.01.
Advances by the Master Servicer and Servicers............133
ARTICLE VI THE
CERTIFICATES................................................134
SECTION 6.01.
The Certificates.........................................134
SECTION 6.02.
Registration of Transfer and Exchange of
Certificates.............................................135
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen Certificates........139
SECTION 6.04.
Persons Deemed Owners....................................140
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses................................................140
SECTION 6.06.
Maintenance of Office or Agency..........................140
SECTION 6.07.
Book Entry Certificates..................................140
SECTION 6.08.
Notices to Clearing Agency...............................141
SECTION 6.09.
Definitive Certificates..................................141
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE
SERVICERS AND THE SPECIAL SERVICER............................143
SECTION 7.01.
Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the
Servicers and the Special Servicer.......................143
SECTION 7.02.
Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master
Servicer, the Servicers or the Special Servicer..........143
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...................................................144
SECTION 7.04.
Master Servicer and Servicer Not to Resign;
Transfer of Servicing....................................145
SECTION 7.05.
Master Servicer, Seller and Servicers May Own
Certificates.............................................146
SECTION 7.06.
Termination of Duties of the Back-Up Servicer............146
ARTICLE VIII
DEFAULT.......................................................147
SECTION 8.01.
Events of Default........................................147
SECTION 8.02.
Master Servicer or Trust Administrator to Act;
Appointment of Successor.................................150
SECTION 8.03.
Notification to Certificateholders.......................152
SECTION 8.04.
Waiver of Events of Default..............................152
ARTICLE IX CONCERNING THE
TRUSTEE..........................................152
SECTION 9.01.
Duties of Trustee........................................152
SECTION 9.02.
Certain Matters Affecting the Trustee....................154
SECTION 9.03.
Trustee Not Liable for Certificates or Mortgage
Loans....................................................155
SECTION 9.04.
Trustee May Own Certificates.............................155
SECTION 9.05.
Trustee's Fees and Expenses..............................156
SECTION 9.06.
Eligibility Requirements for Trustee.....................156
SECTION 9.07.
Resignation and Removal of Trustee.......................157
SECTION 9.08.
Successor Trustee........................................157
SECTION 9.09.
Merger or Consolidation of Trustee.......................158
SECTION 9.10.
Appointment of Co-Trustee or Separate Trustee............158
SECTION 9.11.
Office of the Trustee....................................159
ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR...............................160
SECTION 10.01. Duties of Trust
Administrator............................160
SECTION 10.02. Certain Matters Affecting the Trust
Administrator........161
SECTION 10.03. Trust Administrator Not Liable for Certificates or
Mortgage Loans...........................................163
SECTION 10.04. Trust Administrator May Own
Certificates.................163
SECTION 10.05. Trust Administrator's Fees and
Expenses..................163
SECTION 10.06. Eligibility Requirements for Trust
Administrator.........164
SECTION 10.07. Resignation and Removal of Trust
Administrator...........164
SECTION 10.08. Successor Trust
Administrator............................165
SECTION 10.09. Merger or Consolidation of Trust
Administrator...........166
SECTION 10.10. Appointment of Co-Trust Administrator or Separate
Trust Administrator......................................166
SECTION 10.11. Office of the Trust
Administrator........................167
SECTION 10.12. Tax
Return...............................................167
SECTION 10.13. Commission
Reporting.....................................167
SECTION 10.14. Determination of Certificate
Index.......................170
ARTICLE XI
TERMINATION.....................................................171
SECTION 11.01. Termination upon Liquidation or Purchase of all
Mortgage Loans...........................................171
SECTION 11.02. Procedure Upon Optional
Termination......................172
SECTION 11.03. Additional Termination
Requirements......................173
ARTICLE XII MISCELLANEOUS
PROVISIONS.......................................175
SECTION 12.01.
Amendment................................................175
SECTION 12.02. Recordation of Agreement;
Counterparts...................177
SECTION 12.03. Governing
Law............................................177
SECTION 12.04. Intention of
Parties.....................................177
SECTION 12.05.
Notices..................................................178
SECTION 12.06. Severability of
Provisions...............................179
SECTION 12.07. Limitation on Rights of
Certificateholders...............179
SECTION 12.08. Certificates Nonassessable and Fully
Paid................180
SECTION 12.09. Protection of
Assets.....................................180
SECTION 12.10.
Non-Solicitation.........................................180
ARTICLE XIII SPS AND THE MASTER
SERVICER...................................182
SECTION 13.01. Reports and
Notices......................................182
SECTION 13.02. Master Servicer's Oversight With Respect to the
SPS Mortgage Loans.......................................183
SECTION 13.03.
Termination..............................................183
SECTION 13.04. Liability and
Indemnification............................183
SECTION 13.05.
Confidentiality..........................................183
EXHIBITS
Exhibit A:
Form of Class A Certificate..............................A-1
Exhibit B:
Form of Class 7-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 7-X Certificate............................F-1
Exhibit G:
Form of Reverse of Certificates..........................G-1
Exhibit H:
Form of Servicer Information.............................H-1
Exhibit I:
Form of Trust Receipt and Initial 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:
Reserved.................................................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
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 - WMMSC.....IIC-1
Schedule IID:
Representations and Warranties of Servicer - SPS.......IID-1
Schedule IIE:
Representations and Warranties of Servicer - U.S.
Bank...................................................IIE-1
Schedule IIF:
Representations and Warranties of Servicer - Wells
Fargo..................................................IIF-1
Schedule IIG:
Representations and Warranties of Special Servicer
- Wilshire.............................................IIG-1
Schedule III:
Representations and Warranties of DLJMC - Mortgage
Loans..................................................III-1
Schedule IV:
Eligible Servicing Transfer Loans.......................IV-1
APPENDICES
Appendix A:
Calculation of Class Y Principal Reduction Amounts Appendix A-1
THIS
POOLING AND
SERVICING
AGREEMENT,
dated as of
December 1,
2004,
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,
in its capacity, as
a seller (a "Seller"),
WASHINGTON MUTUAL MORTGAGE SECURITIES CORP. ("WMMSC"),
a Delaware
corporation,
in its capacity as a servicer (in such
capacity,
a
"Servicer"),
WELLS FARGO BANK, N.A., a national banking
association,
in its
capacity as master servicer (in such capacity, the "Master
Servicer"),
in its
capacity as a servicer (in such capacity,
a
"Servicer"),
in its capacity as
back-up
servicer
(in
such
capacity,
the
"Back-Up
Servicer")
and in its
capacity
as
trust
administrator
(in
such
capacity,
the
"Trust
Administrator"),
SELECT
PORTFOLIO
SERVICING,
INC.
("SPS"),
a
Utah
corporation,
in its capacity as a servicer (in such capacity,
a "Servicer"),
U.S.
BANK
NATIONAL
ASSOCIATION,
a
national
banking
association,
in its
capacity as a servicer
(in such
capacity,
a
"Servicer"),
WILSHIRE
CREDIT
CORPORATION,
a
Nevada
corporation,
as
special
servicer
(the
"Special
Servicer"),
and HSBC BANK
USA,
NATIONAL
ASSOCIATION,
a
national
banking
association,
as
trustee
(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
that is
hereby
conveyed
to the
Trustee
in return
for the
Certificates.
The
Trust
Fund
(exclusive
of
any
entitlement
to
Assigned
Prepayment
Premiums
and
the
Capitalized
Interest
Account) for federal
income tax purposes shall consist
of
four
REMICs
(referred
to
as
"REMIC I,"
"REMIC II,"
"REMIC III"
and
"REMIC IV").
REMIC I
As provided
herein,
the Trust
Administrator
will make an election to
treat
the
segregated
pool of assets
consisting
of the
Group 1,
Group 2,
Group 3,
Group 4,
Group 5
and
Group 6
Mortgage
Loans and
certain
other
related assets (exclusive of any entitlement to Assigned Prepayment
Premiums,
Group 5 Excess Interest,
Group 6 Excess Interest and the Capitalized Interest
Account)
subject
to this
Agreement
as a real
estate
mortgage
investment
conduit (a "REMIC") for federal income tax purposes,
and such segregated pool
of assets will be
designated
as
"REMIC I."
Component I
of the
Class AR-L
Certificates will represent the sole Class of "residual
interests" in REMIC I
for purposes of the REMIC
Provisions (as defined herein) under federal income
tax
law.
The
following
table
irrevocably
sets
forth
the
designation,
remittance rate (the
"Uncertificated
REMIC I Pass-Through Rate") and initial
Uncertificated
Principal
Balance
for
each of the
"regular
interests"
in
REMIC I (the "REMIC I Regular
Interests") and the Class Principal
Balance of
Component I
of the Class AR-L
Certificates.
The "latest
possible
maturity
date"
(determined
solely for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC I
Regular
Interest shall be the
Maturity Date.
None of the REMIC I Regular Interests will be certificated.
Class
Designation for
Initial
each REMIC I
Uncertificated
Regular
Principal
Interest and
Uncertificated
Balance or
Component I of
REMIC I
Class
the Class AR-L
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
Class Y-1
Regular
Variable(1)
$
42,028.75
April 2035
Class Y-2
Regular
Variable(2)
$
81,998.66
April 2035
Class Y-3
Regular
Variable(3)
$
61,978.67
April 2035
Class Y-4
Regular
Variable(4)
$
52,216.91
April 2035
Class Y-5
Regular
Variable(5)
$
40,134.09
April 2035
Class Y-6
Regular
Variable(6)
$
50,325.58
April 2035
Class Z-1
Regular
Variable(1)
$
84,039,961.82
April 2035
Class Z-2
Regular
Variable(2)
$ 163,915,318.22
April 2035
Class Z-3
Regular
Variable(3)
$ 123,931,479.60
April 2035
Class Z-4
Regular
Variable(4)
$ 104,381,609.86
April 2035
Class Z-5
Regular
Variable(5)
$
80,251,424.34
April 2035
Class Z-6
Regular
Variable(6)
$ 100,600,828.59
April 2035
Component I of
the Class AR-L
Residual
Variable(1)
$
50.00
April 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 less
0.020% 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 less
0.020% 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 7 Mortgage Loans,
the Group 5 Excess
Interest
Amount,
the Group 6 Excess
Interest Amount and
certain
other
related
assets
(exclusive
of any
entitlement
to
Assigned
Prepayment
Premiums and the
Capitalized
Interest
Account)
subject to this
Agreement
as a real
estate
mortgage
investment
conduit
(a
"REMIC")
for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated as "REMIC II."
Component II
of the Class AR-L
Certificates
will
represent the sole Class of
"residual
interests" in REMIC II for purposes of
the REMIC
Provisions
(as defined
herein) under federal
income tax law. The
following table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC II
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for
each of the
"regular
interests"
in
REMIC II
(the
"REMIC II
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular Interest shall be the
Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Class Designation
for each REMIC II
Regular Interest
Uncertificated
Initial
and Component II
REMIC II
Uncertificated
of the Class AR-L
Type of
Pass-Through
Principal
Final Maturity
Certificates
Interest
Rate
Balance
Date*
Class Y-7A
Regular
Variable(1)
$
54,839.02
April 2035
Class Y-7B
Regular
Variable(2)
$
121,591.35
April 2035
Class Z-7A
Regular
Variable(1)
$
109,623,204.21
April 2035
Class Z-7B
Regular
Variable(2)
$
243,409,381.33
April 2035
Class LT-IO
Regular
Variable(3)
$
0.00
April 2035
Component II of
April 2035
the Class AR-L
Regular
N/A
$
0.00
-------------------
(1)
Interest
distributed to the REMIC II
Regular
Interests Y-7A and
Z-7A on each
Distribution
Date will have accrued at the weighted
average
of the
Net
Mortgage
Rates
for
the
Group 7A
Loans
on the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date.
(2)
Interest
distributed to the REMIC II
Regular
Interests Y-7B and
Z-7B on each
Distribution
Date will have accrued at the weighted
average
of the
Net
Mortgage
Rates
for
the
Group 7B
Loans
on the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date.
(3)
Interest
distributed
to the REMIC II
Regular
Interest LT-IO on
each
Distribution
Date
will be
equal to the sum of the
Group 5
Excess
Interest
Amount
and
the
Group 6
Excess
Interest
Amount
for
such
Distribution Date.
REMIC III
As provided
herein,
the Trust
Administrator
will make an election to
treat
the
segregated
pool
of
assets
consisting
of the
REMIC I
Regular
Interests and the REMIC II Regular
Interests and certain other related assets
(exclusive
of
any
entitlement
to
Assigned
Prepayment
Premiums
and
the
Capitalized
Interest
Account)
subject to this
Agreement
as a real
estate
mortgage
investment conduit (a "REMIC") for federal income tax purposes,
and
such
segregated
pool
of
assets
will
be
designated
as
"REMIC III."
Component I
of the Class AR
Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC III for purposes of the REMIC
Provisions
(as
defined
herein)
under
federal
income
tax
law.
The
following
table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC III
Pass-Through
Rate") and initial
Uncertificated
Principal Balance
for each of the "regular
interests"
in
REMIC III
(the
"REMIC III
Regular
Interests")
and the Class
Principal
Balance of
Component I of the Class AR
Certificates.
The "latest
possible
maturity
date"
(determined
solely for
purposes of satisfying
Treasury regulation
Section 1.860G-1(a)(4)(iii))
for
each
REMIC III
Regular
Interest
shall be the
Maturity
Date.
None of the
REMIC III Regular Interests will be certificated.
Class
Designation for
Initial
each REMIC III
Uncertificated
Regular
Principal
Interest and
Uncertificated
Balance or
Component I of
REMIC III
Class
the Class AR
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
Class 1-A-1L
Regular
Variable(1)
$
78,200,000.00
April 2035
Class 2-A-1L
Regular
Variable(2)
$
152,520,000.00
April 2035
Class 3-A-1L
Regular
Variable(3)
$
115,310,000.00
April 2035
Class 4-A-1L
Regular
Variable(4)
$
97,120,000.00
April 2035
Class 5-A-1L
Regular
Variable(5)
$
74,670,000.00
April 2035
Class 6-A-1L
Regular
Variable(6)
$
93,610,000.00
April 2035
Class C-B-1L
Regular
Variable(7)
$
18,080,000.00
April 2035
Class C-B-2L
Regular
Variable(7)
$
10,187,000.00
April 2035
Class C-B-3L
Regular
Variable(7)
$
6,247,000.00
April 2035
Class C-B-4L
Regular
Variable(7)
$
2,302,000.00
April 2035
Class C-B-5L
Regular
Variable(7)
$
4,930,000.00
April 2035
Class C-B-6L
Regular
Variable(7)
$
2,633,000.00
April 2035
Class LT-1
Regular
Variable(8)
$
109,603,904.28
April 2035
Class LT-2
Regular
Variable(8)
$
2,635.68
April 2035
Class LT-3
Regular
0.00%
$
8,332.13
April 2035
Class LT-4
Regular
Variable(9)
$
8,332.13
April 2035
Class LT-Y7A
Regular
Variable(10)
$
54,839.02
April 2035
Class LT-Y7B
Regular
Variable(11)
$
121,591.35
April 2035
Class LT-5
Regular
Variable(12)
$
243,366,354.63
April 2035
Class LT-6
Regular
Variable(12)
$
5,679.50
April 2035
Class LT-7
Regular
0.00%
$
18,673.60
April 2035
Class LT-8
Regular
Variable(13)
$
18,673.60
April 2035
Class IOL
Regular
Variable(14)
$
0.00
April 2035
Component I of
the Class AR
Residual
Variable(1)
$
50.0
April 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 1-A-2L 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 1-A-3L 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 1-A-4L 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 1-A-5L 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 1-A-6L 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
Interests C-B-1L,
C-B-2L,
C-B-3L,
C-B-4L,
C-B-5L and C-B-6L on each Distribution Date will
have
accrued at the weighted
average of (a) the
weighted
average of the
Net Mortgage Rates for the Group 1 Loans,
(b) the weighted
average of the
Net Mortgage Rates for the Group 2 Loans,
(c) the weighted
average of the
Net Mortgage Rates for the Group 3 Loans,
(d) the weighted
average of the
Net Mortgage Rates for the Group 4 Loans,
(e) the weighted
average of the
Net Mortgage Rates for the Group 5 Loans,
and (f) the weighted
average of
the Net Mortgage Rates for the Group 6 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 and Class Y-6 REMIC I Regular Interests
weighted on the basis of their
respective principal balances
(8). 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 7A Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date
(9)
Interest
distributed to the REMIC III
Regular
Interests LT-4 on
each
Distribution
Date will have accrued at twice the weighted average of
the
Net
Mortgage
Rates
for
the
Group 7A
Loans
on
the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date.
(10)
Interest
distributed
to the
REMIC III
Regular
Interests
LT-Y7A on each
Distribution Date will have accrued at the weighted average
of the
Net
Mortgage
Rates
for
the
Group 7A
Loans
on the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date.
(11)
Interest
distributed
to the
REMIC III
Regular
Interests
LT-Y7B on each
Distribution Date will have accrued at the weighted average
of the
Net
Mortgage
Rates
for
the
Group 7B
Loans
on the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date.
(12) 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 7B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(13)
Interest
distributed
to the REMIC III
Regular
Interests LT-8 on each
Distribution
Date will have accrued at twice the
weighted
average of the
Net Mortgage Rates for the Group 7B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(14)
Interest
distributed
to the
REMIC III
Regular
Interest
IOL on each
Distribution
Date will be equal to the sum of the Group 5 Excess
Interest
Amount and the Group 6 Excess Interest Amount for such Distribution
Date.
REMIC IV
As provided herein,
the Trust
Administrator
will elect to treat
the segregated pool of assets
consisting of the REMIC III
Regular
Interests
as a REMIC for
federal
income
tax
purposes,
and such
segregated
pool of
assets
will
be
designated
as
REMIC IV.
Component II
of
the
Class AR
Certificates
will
represent
the
sole
Class
of
"residual
interests"
in
REMIC IV for purposes of the REMIC
Provisions
under federal
income tax law.
The
following
table
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial
Certificate
Principal
Balance,
certain features,
Final
Scheduled
Distribution
Date and
initial
ratings
for each
Class of
Certificates
comprising
the interests
representing
"regular
interests" in
REMIC IV and Component II of the Class AR
Certificates.
The "latest possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of
REMIC IV
Regular
Certificates shall be the Maturity Date.
Integral
Class
Multiples
Principal
Pass-Through
Minimum
in Excess
Class
Balance
Rate (per annum)
Denomination
of Minimum
Class 1-A-1
$
78,200,000.00
Variable(1)
$25,000
$1
Class 2-A-1
$ 152,520,000.00
Variable(2)
$25,000
$1
Class 3-A-1
$ 115,310,000.00
Variable(3)
$25,000
$1
Class 4-A-1
$
97,120,000.00
Variable(4)
$25,000
$1
Class 5-A-1
$
74,670,000.00
Variable(5)
$25,000
$1
Class 6-A-1
$
93,610,000.00
Variable(6)
$25,000
$1
Class 7-A-1-1
$
88,900,000.00
Variable(7)
$25,000
$1
Class 7-A-1-2
$
9,800,000.00
Variable(8)
$25,000
$1
Class 7-A-2
$ 219,190,000.00
Variable(9)
$25,000
$1
Class 7-M-1
$
22,075,000.00
Variable(10)
$25,000
$1
Class 7-M-2
$
7,420,000.00
Variable(11)
$25,000
$1
Class 7-M-3
$
4,060,000.00
Variable(12)
$25,000
$1
Class 7-M-4
$
1,764,000.00
Variable(13)
$25,000
$1
Class C-B-1
$
18,080,000.00
Variable(14)
$25,000
$1
Class C-B-2
$
10,187,000.00
Variable(14)
$25,000
$1
Class C-B-3
$
6,247,000.00
Variable(14)
$25,000
$1
Class C-B-4
$
2,302,000.00
Variable(14)
$25,000
$1
Class C-B-5
$
4,930,000.00
Variable(14)
$25,000
$1
Class C-B-6
$
2,633,000.00
Variable(14)
$25,000
$1
Class C-B-7
$
1,640,000.00
Variable(14)
$25,000
$1
Class 7-X
$
15.91(15) Variable(16)
(17)
N/A
Class P
$
0.00(18)
N/A
(19)
N/A
Component II of
Class AR(20)
$
0.00
N/A
(21)
N/A
_______________
------------------------------------------------------------------------------
(1)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 1-A-1
Certificates is 4.6902% 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 January 2005
Distribution
Date for the
Class 2-A-1
Certificates is 5.0771% 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 January 2005
Distribution
Date for the
Class 3-A-1
Certificates is 5.0286% 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 January 2005
Distribution
Date for the
Class 4-A-1
Certificates is 5.3844% 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 January 2005
Distribution
Date for the
Class 5-A-1
Certificates is 4.8106% 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 January 2005
Distribution
Date for the
Class 6-A-1
Certificates is 5.2715% 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 January 2005
Distribution
Date for the
Class 7-A-1-1
Certificates
is
2.7800%
per
annum.
After
such
Distribution
Date,
the
Pass-Through
Rate
for
the
Class 7-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 7A
Net
Funds Cap and (c) 11.00%.
(8)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-A-1-2
Certificates
is
2.8700%
per
annum.
After
such
Distribution
Date,
the
Pass-Through
Rate
for
the
Class 7-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 7A
Net
Funds Cap and (c) 11.00%.
(9)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-A-2
Certificates is 2.8000% per annum.
After such Distribution
Date, the Pass-Through Rate for the Class 7-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 7B
Net
Funds
Cap and
(c) 11.00%.
(10)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-M-1
Certificates is 3.0500% per annum.
After such Distribution
Date, the Pass-Through Rate for the Class 7-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 7
Subordinate Net Funds Cap
and (c) 11.00%.
(11)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-M-2
Certificates is 3.6100% per annum.
After such Distribution
Date, the Pass-Through Rate for the Class 7-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 7
Subordinate Net Funds Cap
and (c) 11.00%.
(12)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-M-3
Certificates is 4.1200% per annum.
After such Distribution
Date, the Pass-Through Rate for the Class 7-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 7
Subordinate Net Funds Cap
and (c) 11.00%.
(13)
The
Pass-Through
Rate for the January 2005
Distribution
Date for the
Class 7-M-4
Certificates is 4.6200% per annum.
After such Distribution
Date, the Pass-Through Rate for the Class 7-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 7
Subordinate Net Funds Cap
and (c) 11.00%.
(14)
The
Pass-Through
Rate for the January 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
and Class C-B-7
Certificates
is 5.0645% 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
and
Class C-B-7
Certificates
shall be a per annum
rate
equal to the
quotient,
expressed as a
percentage
of (a) the sum of (i) the product
of (x) the Net WAC Rate of Loan Group 1 for that
Distribution
Date and
(y) the
Subordinate
Component Balance
for
Loan
Group 1
immediately
prior to such
Distribution
Date,
(ii) the
product of (x) the Net WAC
Rate of Loan Group 2 for that
Distribution Date and (y) the Subordinate
Component Balance
for
Loan
Group 2
immediately
prior
to
such
Distribution
Date,
(iii) the
product of (x) the
Net WAC Rate of Loan
Group 3
for
that
Distribution
Date
and
(y)
the
Subordinate
Component Balance
for
Loan
Group 3
immediately
prior
to
such
Distribution
Date,
(iv) the
product of
(x) the
Net WAC Rate pf 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, and (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,
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
and
Loan
Group 6
immediately
prior
to such
Distribution Date.
(15)
The
Class 7-X
Certificates
will not accrue
interest
on their
Class
Principal
Balance.
With the exception of the first
Distribution
Date
(as provided in footnote 23 below),
the Class 7-X
Certificates
accrue
interest on the Class 7-X Notional Amount.
(16)
The
Class 7-X
Certificates
will be comprised of two REMIC IV
regular
interests,
a principal only regular interest
designated
7-X-PO and an
interest
only
regular
interest
designated
7-X-IO,
which
will
be
entitled to
distributions
as set forth
herein.
On each
Distribution
Date,
the
Class 7-X
Certificates
shall be entitled to the
Class 7-X
Distributable
Amount.
With respect to any Distribution
Date after the
first distribution date, interest accrued on the Class 7-X
Certificates
during the related
Accrual
Period shall equal
interest at the related
Pass-Through Rate on the Class 7-X
Notional Amount immediately prior to
such Distribution Date, in each case reduced by any interest
shortfalls
with respect to the Mortgage
Loans in the related Loan Group
including
Prepayment
Interest
Shortfalls
to
the
extent
not
covered
by
Compensating
Interest.
The
Pass-Through
Rate
for
the
Class 7-X
Certificates
or
the
REMIC IV
Regular
Interest
7-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 (vi) 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-Y7A and LT-Y7B.
For purposes of
calculating the Pass-Through
Rate for the Class 7-X
Certificates,
the
numerator is equal to the sum of the following components:
(i)
the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interests
LT1 and LT-Y7A minus the Marker Rate,
applied to
a
notional
amount
equal to the
aggregate
Uncertificated
Principal
Balance of REMIC III
Regular
Interests
LT1 and
LT-Y7A;
(ii)
the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest
LT2 minus the Marker
Rate,
applied to a notional
amount
equal to the
Uncertificated
Principal
Balance
of
REMIC III Regular Interest LT2;
(iii) the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest
LT4 minus
twice the
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance of REMIC III Regular Interest LT4;
(iv)
the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interests
LT5 and LT-Y7B minus the Marker Rate,
applied to
a
notional
amount
equal to the
aggregate
Uncertificated
Principal
Balance of REMIC III
Regular
Interests
LT1 and
LT-Y7B;
(v)
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 LT2; and
(vi)
the
Uncertificated
Pass-Through Rate for REMIC III Regular
Interest
LT8 minus
twice the
Marker
Rate,
applied
to a
notional
amount
equal
to
the
Uncertificated
Principal
Balance of REMIC III Regular Interest LT4.
Accrued
interest
on the
Class 7-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 7
Certificates
in
respect
of
Basis
Risk
Shortfalls
from
the
Group 7
Available
Distribution
Amount shall be deemed to have first been distributed from
REMIC IV to the holders of the Class 7-X
Certificates in respect of the
Class 7-X-IO
REMIC IV Regular Interest and then paid by such holders to
such Class of Group 7 Certificates.
(17)
The
Class 7-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.
(18)
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.
(19)
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.
(20)
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).
(21)
The Class AR Certificates are issued in minimum Percentage
Interests of
20%.
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 7-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:
Book-Entry Certificates.
All Classes of Certificates other than the Physical
Certificates.
Class A Certificates....
The Group 1, Group 2, Group 3, Group 4, Group 5,
Group 6, Group 7A and Group 7B Certificates.
Class C-B Certificates..
The Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5, Class C-B-6 and
Class C-B-7 Certificates.
Class M Certificates....
The Class 7-M-1, Class 7-M-2, Class 7-M-3 and
Class 7-M-4 Certificates.
ERISA-Restricted
Residual Certificates and Private Certificates; and
Certificates............
any Certificates that do not satisfy the applicable
ratings requirement under the Underwriter's
Exemption.
Group 1 Certificates....
The Class 1-A-1 and Residual Certificates.
Group 2 Certificates....
The Class 2-A-1 Certificates.
Group 3 Certificates....
The Class 3-A-1 Certificates.
Group 4 Certificates....
The Class 4-A-1 Certificates.
Group 5 Certificates....
The Class 5-A-1 Certificates.
Group 6 Certificates....
The Class 6-A-1 Certificates.
Group 7 Certificates....
The Group 7A, Group 7B, Class 7-X and Class M
Certificates.
Group 7A Certificates...
The Class 7-A-1-1 and Class 7-A-1-2 Certificates.
Group 7B Certificates...
The Class 7-A-2 Certificates.
LIBOR Certificates......
The Group 7A, Group 7B, Class M and Class C-B-1
Certificates.
Notional Amount
The Class 7-X Certificates.
Certificates............
Offered Certificates....
All Classes of Certificates other than the Private
Certificates.
Private Certificates....
The Class C-B-4, Class C-B-5, Class C-B-6,
Class C-B-7 and Class 7-X Certificates.
Physical Certificates...
The Residual Certificates and the Private
Certificates.
Rating Agencies.........
Moody's and S&P.
Regular Certificates....
All Classes of Certificates other than the Residual
Certificates.
Residual Certificates...
The Class AR and Class AR-L Certificates.
Senior Certificates.....
The Class A Certificates.
Subordinate
The Class M, Group C-B and Class 7-X Certificates.
Certificates............
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 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, the
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 National
City
Serviced
Mortgage
Loan,
the
payment
required to be made by (i) National City pursuant to
Section 5.03 of
the
National
City
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
Countrywide
Serviced
Mortgage
Loan,
the
payment
required to be made by (i) Countrywide
pursuant to Subsection
11.19
of
Exhibit
9 of the
Countrywide
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 GMAC
Mortgage
Serviced
Mortgage
Loan,
the
payment
required
to be
made
by
(i)
GMAC
Mortgage
with
respect
to any
Distribution
Date pursuant to
Section 5.03
of the GMAC
Mortgage
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 E*TRADE
Serviced
Mortgage
Loan, the payment
required
to be made by (i)
E*TRADE
with
respect to any
Distribution
Date
pursuant to Section 5.3 of the E*TRADE Servicing
Agreement or (ii) the Master
Servicer with respect to any Distribution Date pursuant to
Section 3.22(b) of
this Agreement.
Adverse REMIC Event:
As defined in Section 2.07(f).
Adjustment
Date:
With
respect
to
each
Mortgage
Loan,
each
adjustment
date on which the Mortgage
Rate thereon
changes
pursuant to the
related
Mortgage Note. The first
Adjustment
Date following the Cut off Date
as to each such Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Aggregate
Group 7 Loan Balance:
As to any date of
determination
will be
equal
to the
aggregate
of the
Stated
Principal
Balances
of the
Mortgage
Loans
in
Loan
Group 7A
and
Loan
Group 7B,
unless
otherwise
specified, as of the first day of such month.
Aggregate
Loan Group
Balance:
As to any Loan
Group,
and as of
any date of
determination,
will be equal to the aggregate
Stated
Principal
Balance of the
Mortgage
Loans in the related
Loan Group as of the first day
of such month.
Agreement:
This
Pooling
and
Servicing
Agreement
and
all
amendments or supplements hereto.
Ancillary
Income:
All
income
derived
from the
Non-Designated
Mortgage
Loans,
other
than
Servicing
Fees
and
Master
Servicing
Fees,
including but not limited to, late charges,
Prepayment
Premiums
(other than
Assigned
Prepayment
Premiums),
fees received with respect to checks or bank
drafts
returned
by the related
bank for non
sufficient
funds,
assumption
fees,
optional
insurance
administrative
fees and all other incidental fees
and
charges.
Ancillary
Income
does not
include
any
Assigned
Prepayment
Premiums.
Applied Loss Amount:
As to any
Distribution
Date,
with respect
to the Group 7
Certificates,
the excess,
if any, of (i) the aggregate Class
Principal
Balances
of the
Group 7
Certificates
(other
than
the
related
Notional
Amount
Certificates),
after giving
effect to all Realized
Losses
with
respect to the
Mortgage
Loans in Loan
Group 7
during the
Collection
Period
for
such
Distribution
Date
and
payments
of
principal
on
such
Distribution
Date over
(ii) the
Aggregate
Group 7
Loan
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 Wells
Fargo
Serviced
Mortgage
Loan,
SPS Serviced
Mortgage
Loan,
National City
Serviced
Mortgage
Loan,
GMAC
Mortgage
Serviced
Mortgage
Loan,
Nexstar
Serviced Mortgage Loan,
E*TRADE Serviced Mortgage Loan or U.S. Bank
Serviced
Mortgage Loan.
Assignment and Assumption
Agreement:
That certain assignment and
assumption
agreement
dated
as of
December 1,
2004,
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 and Group 6 the
sum
of:
(i) all
amounts
in
respect
of
Scheduled
Payments
(net
of the
related
Expense
Fees) due on the related Due Date and received
prior to the
related
Determination
Date on the related Mortgage Loans,
together with any
Advances in respect
thereof;
(ii) all Insurance
Proceeds (to the extent not
applied to the
restoration
of the
Mortgaged
Property
or
released
to the
Mortgagor in accordance
with the
applicable
Servicer's
Accepted
Servicing
Standards),
all
Liquidation
Proceeds
received
during the
calendar
month
preceding the month of that
Distribution
Date on the related Mortgage Loans,
in each case net of unreimbursed
Liquidation
Expenses
incurred with respect
to such Mortgage Loans;
(iii) all Principal
Prepayments
received during the
related Prepayment Period on the related Mortgage Loans,
excluding Prepayment
Premiums
(other than Assigned
Prepayment
Premiums);
(iv) amounts
received
with respect to such Distribution
Date as the Substitution
Adjustment Amount
or
Purchase
Price in respect of a Mortgage
Loan in the
related
Loan Group
repurchased by the Seller,
purchased by a Holder of a Subordinate Certificate
pursuant to
Section 3.11(f)
or purchased by the Special Servicer pursuant to
Section 3.11(g)
as
of
such
Distribution
Date,
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;
(v) any amounts
payable as
Compensating
Interest
Payments by a
Servicer
with
respect to the
related
Mortgage
Loans on such
Distribution
Date; and (vi) all Recoveries,
if any; (vii) the portion of the Mortgage Loan
Purchase Price related to such Loan Group paid in connection
with an Optional
Termination up to the amount of the Par Value for such Loan Group.
Back-Up Servicer:
Wells Fargo Bank, National Association,
acting
in its capacity as back-up servicer for the SPS Serviced Loans
hereunder,
or
its successors in interest, as applicable.
Bankruptcy
Code:
The United States
Bankruptcy
Code, as amended
from time to time (11 U.S.C. §§ 101 et seq.).
Bankruptcy
Coverage
Termination Date: The point in time at which
the Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy
Loss: With respect to any Loan Group,
Realized Losses
on the Mortgage
Loans in that Loan Group
incurred as a result of a Deficient
Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage
Amount:
As of any
Determination
Date,
the Bankruptcy
Loss Coverage
Amount shall equal the Initial
Bankruptcy Loss
Coverage
Amount as reduced by (i) the aggregate
amount of Bankruptcy
Losses
allocated to the
Class C-B
Certificates
since the Cut off Date and (ii) any
permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by
a letter of each Rating Agency to the Trust
Administrator
to the effect that
any such reduction will not result in a
downgrading,
or otherwise
adversely
affect,
of the then-current
ratings assigned to such Classes of Certificates
rated by it.
Basis
Risk
Shortfall:
For any Class of LIBOR
Certificates
and
any Distribution
Date, the sum of (i) the excess,
if any, of (a) the related
Current
Interest
calculated on the basis of the least of (x) the
applicable
Certificate
Index plus the
applicable
Certificate
Margin,
(y) the Maximum
Interest
Rate and (z) 11.00% over (b) the
related
Current
Interest for the
applicable
Distribution
Date,
(ii)
any
amount
described
in
clause
(i)
remaining
unpaid from prior
Distribution
Dates,
and (iii)
interest on the
amount in clause
(ii) for the
related
Accrual
Period
calculated
at a per
annum
rate equal to the least of (x) the
applicable
Certificate
Index plus
the applicable
Certificate
Margin,
(y) the applicable Maximum Interest Rate
and (z) 11.00%.
Beneficial
Holder: A Person holding a beneficial
interest in any
Certificate
through a
Participant
or an
Indirect
Participant
or a Person
holding a beneficial interest in any Definitive Certificate.
Book-Entry
Certificates:
As
specified
in
the
Preliminary
Statement.
Book-Entry
Form: Any
Certificate
held through the facilities of
the Depository.
Business
Day:
Any day other than (i) a Saturday or a Sunday,
or
(ii) a day on which
banking
institutions
in New York or the
state in which
the office of the Master
Servicer
or any
Servicer
or the
Corporate
Trust
Office of the Trustee or Trust
Administrator
are located are
authorized
or
obligated by law or executive order to be closed.
Capitalized
Interest
Account:
The
separate
Eligible
Account
designated
as such and
created
and
maintained
by the Trust
Administrator
pursuant to
Section 3.05(h)
hereof.
The Capitalized
Interest Account shall
be treated as an "outside reserve fund" under applicable Treasury
regulations
and shall not be part of any
REMIC.
Except as
provided
in
Section 3.05(h)
hereof, any investment
earnings on the Capitalized
Interest Account shall be
treated as owned by the Depositor and will be taxable to the
Depositor.
Capitalized Interest Deposit:
$29,958.65.
Carryforward
Interest:
For any Class of LIBOR
Certificates
and
any
Distribution
Date,
the sum of (1) the amount,
if any, by which (x) the
sum of
(A) Current
Interest
for such
Class for the
immediately
preceding
Distribution
Date and (B) any
unpaid
Carryforward
Interest
for such Class
from
previous
Distribution
Dates
exceeds (y) the amount paid in respect of
interest on such Class on such immediately
preceding
Distribution
Date, and
(2) interest on such amount for the related
Accrual
Period at the applicable
Pass-Through Rate.
Cash Remittance
Date: With respect to any
Distribution
Date and
(A) SPS, the
7th calendar
day preceding such
Distribution
Date, or if such
7th
calendar
day
is
not a
Business
Day,
the
Business
Day
immediately
preceding
such 7th calendar day, (B) WMMSC,
by 12:00 noon New York City time
on the Business Day immediately
preceding such
Distribution
Date, (C) Wells
Fargo,
the 18th
calendar
day of the
month in which the
Distribution
Date
occurs,
or if such 18th
calendar day is not a Business Day, the Business Day
immediately
following
such
18th
calendar
day
and
(D)
the
Designated
Servicers,
the
18th calendar day of the month in which the Distribution Date
occurs,
or if such 18th
calendar day is not a Business Day, the Business Day
immediately following such 18th calendar day.
Certificate:
Any Certificates
executed and
authenticated by the
Trust
Administrator
on
behalf
of
the
Trustee
for
the
benefit
of
the
Certificateholders
in substantially
the form or forms attached as Exhibits A
through G hereto.
Certificate
Account:
The separate
Eligible
Account created and
maintained
with the Trust
Administrator,
or any other bank or trust company
acceptable to the Rating Agencies which is incorporated
under the laws of the
United States or any state
thereof
pursuant to
Section 3.05,
which account
shall bear a designation
clearly
indicating that the funds deposited therein
are held in trust for the
benefit
of the Trust
Administrator,
as agent for
the Trustee, on behalf of the
Certificateholders or any other account serving
a
similar
function
acceptable
to
the
Rating
Agencies.
Funds
in
the
Certificate
Account may (i) be held uninvested without liability for interest
or
compensation
thereon or (ii) be
invested at the
direction
of the Trust
Administrator in Eligible
Investments and reinvestment
earnings thereon (net
of
investment
losses)
shall
be
paid
to the
Trust
Administrator.
Funds
deposited in the Certificate
Account
(exclusive of the amounts
permitted to
be
withdrawn
pursuant
to
Section 3.08(b))
shall be held in trust
for the
Certificateholders.
Certificate
Balance:
With
respect
to
any
Certificate
at any
date,
the maximum
dollar amount of principal to which the Holder
thereof is
then entitled hereunder,
such amount being equal to the Denomination
thereof
(i) minus all
distributions
of principal and allocations of Realized Losses,
including
Excess Losses or Applied Loss Amounts,
as
applicable,
previously
made or
allocated
with respect
thereto and, in the case of any
Subordinate
Certificates,
reduced by any such
amounts
allocated
to such Class on prior
Distribution
Dates pursuant to
Section 4.02
and (ii) plus the amount of any
increase
to
the
Certificate
Balance
of
such
Certificate
pursuant
to
Section 4.03.
With
respect
to
each
Class 7-X
Certificate,
on any
date
of
determination,
an amount equal to the Percentage
Interest
evidenced by such
Certificate
multiplied
by an amount equal to (i) the excess,
if any, of (A)
the then aggregate Stated Principal
Balance of the Group 7 Loans over (B) the
then aggregate Class Principal
Balance of the Group 7A,
Group 7B and Class M
Certificates
then
outstanding,
which
represents the sum of (i) the initial
principal
balance of the
REMIC IV
Regular
Interest
7-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
7-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 or Certificate Group 7, 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
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:
Class
Certificate Margin
(1)
(2)
7-A-1-1
0.360%
0.720%
7-A-1-2
0.450%
0.900%
7-A-2
0.380%
0.760%
7-M-1
0.630%
1.130%
7-M-2
1.190%
1.690%
7-M-3
1.700%
2.200%
7-M-4
2.200%
2.700%
___________
------------------------------------------------------------------------------
(1) On and
prior to the
first
Distribution
Date on which
the Optional Termination for Loan Group 7 may occur.
(2) After the first
Distribution Date on which the Optional
Termination for Loan Group 7 may occur.
Certificate
Register:
The
register
maintained
pursuant
to
Section 6.02(a) hereof.
Certificateholder
or
Holder:
The
Person
in
whose
name
a
Certificate is registered in the Certificate Register.
Class:
All
Certificates
bearing the same class
designation
as
set forth in the Preliminary Statement.
Class C-B Credit Support
Depletion
Date: The first
Distribution
Date
on
which
the
aggregate
Class
Principal
Balance
of the
Class
C-B
Certificates has been or will be reduced to zero.
Class 7 Certificates: As specified in the Preliminary Statement.
Class 7-M-1
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x)
the
sum
of
(i)
the
aggregate
Class
Principal
Balance
of
the
Class 7-A-1-1,
Class 7-A-1-2
and
Class 7-A-2
Certificates,
in each
case,
after giving effect to payments on such
Distribution
Date and (ii) the Class
Principal
Balance of the Class 7-M-1
Certificates
immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) 91.50% and
(ii) the
Aggregate
Group 7 Loan Balance for such
Distribution
Date and (B)
the amount,
if any, by which (i) the Aggregate
Group 7 Loan Balance for such
Distribution
Date exceeds (ii) 0.50% of the Aggregate Group 7 Loan Balance as
of the Cut-off Date.
Class 7-M-2
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x)
the
sum
of
(i)
the
aggregate
Class
Principal
Balance
of
the
Class 7-A-1-1,
Class 7-A-1-2,
Class 7-A-2 and Class 7-M-1
Certificates,
in
each case,
after
giving
effect to
payments on such
Distribution
Date and
(ii) the Class Principal Balance of the Class 7-M-2
Certificates
immediately
prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of
(i) 95.70% and (ii) the Aggregate
Group 7 Loan Balance for such
Distribution
Date and (B) the
amount,
if any,
by which (i) the
Aggregate
Group 7
Loan
Balance
for such
Distribution
Date
exceeds
(ii)
0.50%
of the
Aggregate
Group 7 Loan Balance as of the Cut-off Date.
Class 7-M-3
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x)
the
sum
of
(i)
the
aggregate
Class
Principal
Balance
of
the
Class 7-A-1-1,
Class 7-A-1-2,
Class 7-A-2,
Class 7-M-1
and
Class 7-M-2
Certificates,
in
each
case,
after
giving
effect
to
payments
on
such
Distribution
Date and (ii) the Class
Principal
Balance
of the
Class 7-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 7
Loan
Balance for such
Distribution
Date and (B) the amount,
if any, by which (i)
the
Aggregate
Group 7 Loan Balance for such
Distribution
Date exceeds (ii)
0.50% of the Aggregate Group 7 Loan Balance as of the Cut off Date.
Class 7-M-4
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x)
the
sum
of
(i)
the
aggregate
Class
Principal
Balance
of
the
Class 7-A-1-1,
Class 7-A-1-2,
Class 7-A-2,
Class 7-M-1,
Class 7-M-2
and
Class 7-M-3
Certificates,
in each case,
after giving
effect to payments on
such
Distribution
Date
and
(ii)
the
Class
Principal
Balance
of
the
Class 7-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 7 Loan Balance for such
Distribution
Date and (B) the amount,
if any,
by which (i) the
Aggregate
Group 7 Loan Balance for such
Distribution
Date
exceeds
(ii) 0.50% of the
Aggregate
Group 7
Loan Balance as of the Cut off
Date.
Class 7-X
Distributable
Amount: On the first
Distribution Date,
the
Class 7-X
Distributable
Amount
shall be equal to the excess of (a) the
interest accruing on the Group 7 Mortgage Loans
(disregarding for purposes of
determining
this rate any
prepayments
during the first
Accrual
Period and
continuing to treat such Mortgage Loans as
outstanding)
over (b) the Current
Interest due on the Class 7-A-1-1,
Class 7-A-1-2,
Class 7-A-2,
Class 7-M-1,
Class 7-M-2,
Class 7-M-3
and Class 7-M-4
Certificates on such
Distribution
Date.
With
respect to any
Distribution
Date
after the first
Distribution
Date and the
Class 7-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 7-X
Certificates
(as
described
in
the
Preliminary
Statement)
and
(b) the
Overcollateralization Release Amount, if any, for such Distribution
Date.
Class 7-X
Notional
Amount:
With
respect
to
the
Class 7-X
Certificates or REMIC IV Regular
Interest 7-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-Y7A and LT-Y7B
immediately
prior to such
Distribution
Date,
(which for
clarification
is
equal to the
aggregate
Stated
Principal
Balances of the Mortgage
Loans in
Loan Group 7 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
and
Class C-B
Certificates,
the amount by which the amount
described
in clause (i) of the
definition of Interest
Distribution Amount for such Class, exceeds the amount
of interest actually distributed on such Class on such Distribution
Date.
Class
LT-IO
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC II which constitutes a REMIC II Regular Interest
and is entitled to distributions as set forth herein.
Class M Certificates:
As specified in the Preliminary Statement.
Class Notional Amount:
The Class 7-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 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-7A and Class Y-7B 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-1 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-1 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-1 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-7A Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-7A Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-7A Regular Interest on such Distribution
Date.
Class
Y-7A
Principal
Reduction
Amount:
The Class Y
Principal
Reduction
Amount for the Class Y-7A Regular
Interest as determined
pursuant
to the provisions of the Appendix A.
Class
Y-7A
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-7B Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-7B Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-7B Regular Interest on such Distribution
Date.
Class
Y-7B
Principal
Reduction
Amount:
The Class Y
Principal
Reduction
Amount for the Class Y-7B Regular
Interest as determined
pursuant
to the provisions of the Appendix A.
Class
Y-7B
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-7A
Regular
Interest is the
Group 7A
Loans and the "related
Group" for the Class Z-7B Regular
Interest is the Group 7B
Loans)
exclusive
of any
Recoveries
included
therein
over
the
sum of the
amounts
thereof
distributable
(i) in respect of interest on such Class Z Regular Interest and
the related Class Y Regular
Interest,
(ii) to such Class Z Regular
Interest
and the related
Class Y
Regular
Interest
pursuant to clause
(g)(i) of the
definition
of
"REMIC I
Distribution
Amount"
or
clause
(d)(i)
of
the
definition of "REMIC II Distribution Amount," as applicable,
and (iii) 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-7A and Class Z-7B 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-7A Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-7A Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-7A Regular Interest on such Distribution
Date.
Class
Z-7A
Principal
Reduction
Amount:
The Class Z
Principal
Reduction
Amount for the Class Z-7A Regular
Interest as determined
pursuant
to the provisions of the Appendix A.
Class
Z-7A
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-7B Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-7B Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-7B Regular Interest on such Distribution
Date.
Class
Z-7B
Principal
Reduction
Amount:
The Class Z
Principal
Reduction
Amount for the Class Z-7B Regular
Interest as determined
pursuant
to the provisions of the Appendix A.
Class
Z-7B
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:
December 29, 2004.
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 WMMSC Serviced
Mortgage Loans,
the lesser of (i) the sum of (a) one twelfth
(1/12) of 0.04% of the aggregate
Stated Principal
Balance of the WMMSC Serviced
Mortgage Loans, as of the Due
Date in the month of such
Distribution
Date, (b) Payoff
Earnings in respect
of the
WMMSC
Serviced
Mortgage
Loans
for such
Distribution
Date and (c)
aggregate Payoff Interest in respect of the WMMSC Serviced
Mortgage Loans for
such
Distribution
Date,
(ii) the aggregate
Prepayment
Interest
Shortfall
allocable to Payoffs for the WMMSC Serviced
Mortgage
Loans and
(iii) 1/12th
of 0.125% of the
aggregate
Stated
Principal
Balance of the WMMSC
Serviced
Mortgage Loans, as of the Due Date in the month of such
Distribution Date.
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 U.S.
Bank
Serviced
Mortgage
Loans,
the lesser of (i) the aggregate
Servicing Fee payable to U.S. Bank in
respect of the U.S. Bank Serviced
Mortgage Loans for such
Distribution
Date
and (ii) the aggregate
Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the U.S. Bank Serviced Mortgage Loans.
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
amount
of the
Compensating
Interest
Payment actually remitted by SPS for such Distribution Date;
(b)
with respect to the U.S. Bank
Serviced
Mortgage
Loans,
the excess of
(i) the
Compensating
Interest
Payment required to be remitted by U.S.
Bank
for
such
Distribution
Date
over
(ii)
the
amount
of
the
Compensating
Interest Payment
actually
remitted by U.S. Bank for such
Distribution Date;
(c)
with respect to the Wells Fargo Serviced
Mortgage Loans,
the excess of
(i) the
Compensating
Interest
required
to be remitted by Wells Fargo
for such
Distribution
Date over
(ii) the
amount of the
Compensating
Interest actually remitted by Wells Fargo for such Distribution
Date;
(d)
with respect to the National City Serviced
Mortgage
Loans,
the excess
of (i) the
Compensating
Interest
(as
defined
in the
National
City
Servicing
Agreement)
required to be
remitted by National
City on the
Monthly
Remittance
Date (as
defined in the
National
City
Servicing
Agreement)
relating to such
Distribution
Date over (ii) the amount of
Compensating
Interest
(as
defined
in
the
National
City
Servicing
Agreement)
actually remitted by National City on the Monthly Remittance
Date (as defined in the National City Servicing
Agreement)
relating to
such Distribution Date;
(e)
with respect to the Countrywide
Serviced
Mortgage Loans, the excess of
(i) the Compensating
Interest (as defined in the Countrywide
Servicing
Agreement)
required
to be
remitted
by
Countrywide
on
the
Monthly
Remittance
Date (as
defined in the
Countrywide
Servicing
Agreement)
relating to such
Distribution Date over (ii) the amount of Compensating
Interest (as defined in the Countrywide
Servicing
Agreement)
actually
remitted by
Countrywide on the Monthly
Remittance
Date (as defined in
the
Countrywide
Servicing
Agreement)
relating
to such
Distribution
Date;
(f)
with respect to the GMAC Mortgage
Serviced
Mortgage Loans,
the excess
of
(i) the
Compensating
Interest
(as
defined
in the GMAC
Mortgage
Servicing
Agreement)
required to be
remitted by GMAC
Mortgage on the
Monthly
Remittance
Date (as
defined
in the GMAC
Mortgage
Servicing
Agreement)
relating to such
Distribution
Date over (ii) the amount of
Compensating
Interest
(as
defined
in
the
GMAC
Mortgage
Servicing
Agreement)
actually remitted by GMAC Mortgage on the Monthly Remittance
Date (as defined in the GMAC Mortgage Servicing
Agreement)
relating to
such Distribution Date; and
(g)
with respect to the E*TRADE
Serviced
Mortgage Loans, the excess of (i)
the
Compensating
Interest
(as
defined
in
the
E*TRADE
Servicing
Agreement)
required to be remitted by E*TRADE on the Monthly Remittance
Date (as defined in the E*TRADE
Servicing
Agreement)
relating to such
Distribution
Date over (ii) the
amount of
Compensating
Interest
(as
defined
in
the
E*TRADE
Servicing
Agreement)
actually
remitted
by
E*TRADE
on the
Monthly
Remittance
Date (as
defined
in the
E*TRADE
Servicing Agreement) relating to 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 452 Fifth Avenue,
New York, New York 10018,
Attention:
Corporate
Trust/CSFB
ARMT
2004-5.
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
2004-5,
except
for
purposes
of
Section 6.06
and
certificate
transfer
purposes,
such
term
shall
mean
the
office
or
agency
of
the
Trust
Administrator
located at Wells Fargo Bank,
N.A.,
6th Avenue and
Marquette,
Minneapolis, Minnesota
55479, Attention: CSFB ARMT 2004-5.
Countrywide:
Countrywide
Home
Loans
Servicing
LP,
and
its
successors and assigns.
Countrywide
Serviced
Mortgage
Loans:
The
Mortgage
Loans
identified as such on the Mortgage Loan
Schedule,
for which
Countrywide
is
the applicable Designated Servicer.
Countrywide
Servicing
Agreement:
That
certain
Reconstituted
Servicing Agreement dated as of December 1,
2004 among DLJMC, Countrywide and
the
Master
Servicer,
and
acknowledged
by
the
Trustee
and
the
Trust
Administrator.
Current
Interest:
For any Class of Group 7
Certificates,
other
than
the
Class 7-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 7
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:
December 1, 2004.
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
(A) U.S.
Bank,
Wells
Fargo or SPS,
the 10th
calendar
day of the month in
which such
Distribution
Date
occurs,
or if such 10th day is not a Business
Day, the Business Day
immediately
following
such 10th day or (B) WMMSC,
no
later than twelve noon,
five
Business
Days before the related
Distribution
Date.
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 or Loan
Group 6,
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 or Loan
Group 6,
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 7
Subordinate
Certificates
(other than the Class 7-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 7 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 7
Loan
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
Servicing
Agreement,
the GMAC
Mortgage
Serviced
Mortgage
Loans,
unless any such Mortgage Loan is no longer
serviced by GMAC
Mortgage under the GMAC Mortgage
Servicing
Agreement,
the E*TRADE
Serviced
Mortgage
Loans,
unless
any such
Mortgage
Loan is no
longer
serviced
by
E*TRADE under the E*TRADE Servicing
Agreement,
and the Countrywide
Serviced
Mortgage
Loans,
unless
any such
Mortgage
Loan is no
longer
serviced
by
Countrywide under the Countrywide Servicing Agreement.
Designated
Servicer:
Each of National
City,
Countrywide,
GMAC
Mortgage and E*TRADE, as applicable.
Designated
Servicing
Agreements:
Each
of
the
National
City
Servicing Agreement,
the Countrywide
Servicing Agreement,
the GMAC Mortgage
Servicing Agreement and the E*TRADE Servicing Agreement, as
applicable.
Determination
Date:
With respect to each
Distribution
Date and
(i) each
Servicer
(other
than Wells
Fargo),
the 10th day of the
calendar
month in which
such
Distribution
Date
occurs or, if such 10th day is not a
Business Day, the Business Day
immediately
succeeding
such Business Day and
(ii) Wells
Fargo,
the Business Day
immediately
preceding
the related Cash
Remittance Date.
Disqualified
Organization:
Any
organization
defined
as
a
"disqualified
organization"
under
Section 860E(e)(5)
of
the
Code,
which
includes any of the following:
(i) the United States,
any State or political
subdivision
thereof,
any possession of the United
States,
or any agency or
instrumentality of any of the foregoing (other than an
instrumentality
which
is a corporation if all of its
activities are subject to tax and,
except for
the FHLMC,
a
majority
of its board of
directors
is not
selected
by such
governmental
unit),
(ii)
a
foreign
government,
any
international
organization,
or any agency or instrumentality of any of the foregoing, (iii)
any
organization
(other than
certain
farmers'
cooperatives
described
in
Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code
(including
the tax imposed by
Section 511 of the Code on unrelated
business
taxable
income),
(iv) rural
electric and
telephone
cooperatives
described
in
Section 1381(a)(2)(C)
of
the
Code,
(v) an
"electing
large
partnership"
within the
meaning
of
Section 775
of the Code,
and (vi) any
other Person so
designated by the Trust
Administrator
based upon an Opinion
of
Counsel
that the
holding
of an
Ownership
Interest
in a
Class AR
or
Class AR-L
Certificate
by such
Person
may cause
the
REMIC or any
Person
having an
Ownership
Interest in any Class of
Certificates
(other than such
Person) to incur a liability
for any federal tax imposed
under the Code that
would not
otherwise be imposed but for the Transfer of an Ownership
Interest
in a Class AR or
Class AR-L
Certificate
to such Person.
The terms
"United
States," "State" and "international
organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
Distribution
Date:
The 25th day of any
month,
or if such
25th
day is not a Business Day, the Business Day
immediately
following
such 25th
day, commencing in January 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.
Eligible
Servicing
Transfer
Loans:
Any Mortgage Loan set forth
on
Schedule
IV
hereto
for
which
servicing
may be
transferred
to WMMSC
pursuant to Section 7.04 hereof.
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.
E*TRADE:
E*TRADE Financial Mortgage Services,
and its successors
and assigns.
E*TRADE
Serviced
Mortgage Loans:
The Mortgage Loans
identified
as such on the Mortgage Loan
Schedule,
for which
E*TRADE is the
applicable
Designated Servicer.
E*TRADE
Servicing
Agreement:
That
certain
Reconstituted
Servicing Agreement dated as of December 1,
2004 among DLJMC, E*TRADE and the
Master Servicer, and acknowledged by the Trustee and the Trust
Administrator.
Event of Default:
As defined in Section 8.01 hereof.
Excess
Interest
Amount:
The Group 5 Excess
Interest Amount and
Group 6 Excess Interest Amount, as applicable.
Excess
Interest
Rate:
The
Group 5
Excess
Interest
Rate
and
Group 6 Excess Interest Rate, as applicable.
Excess
Loss:
The
amount of any (i) Fraud
Loss in excess of the
Fraud Loss Coverage
Amount on a Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4,
Loan Group 5 or Loan Group 6
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 or Loan
Group 6
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
or
Loan
Group 6
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
in the
form
of a
UCC-1 or UCC-3, 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 or Loan Group 6 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,
$13,148,988,
subject to
reduction
from time to time by the amount of
Fraud Losses
allocated to the
Class C-B
Certificates.
In addition,
(a) on
each
anniversary
prior to the fifth
anniversary
of the Cut-off
Date,
the
Fraud Loss
Coverage
Amount will be reduced to an amount
equal to the lesser
of (A) 1.00% of the aggregate Stated
Principal
Balance of the Mortgage Loans
in Loan Group 1,
Loan Group 2,
Loan Group 3, Loan Group 4, Loan Group 5, and
Loan
Group 6 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
and Loan
Group 6
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 and
Loan Group 6 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.
GMAC Mortgage:
GMAC Mortgage Corporation,
and its successors and
assigns.
GMAC
Mortgage
Serviced
Mortgage
Loans:
The
Mortgage
Loans
identified as such on the Mortgage Loan
Schedule,
for which GMAC Mortgage is
the applicable Designated Servicer.
GMAC
Mortgage
Servicing
Agreement:
That certain
Reconstituted
Servicing
Agreement dated as of December 1,
2004 among DLJMC,
GMAC Mortgage
and the
Master
Servicer,
and
acknowledged
by the
Trustee
and the
Trust
Administrator.
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 7A or Loan Group 7B, or with respect to the
Certificates,
the Class or Classes of Certificates
that relate to the
corresponding
Group
or Groups.
Group C-B
Percentage:
With respect to any Distribution Date, the
aggregate Class Principal
Balance of the Class C-B
Certificates
immediately
prior to such
Distribution
Date divided by the
aggregate
Stated
Principal
Balance of the Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4, Loan
Group 5 and Loan Group 6
Mortgage
Loans,
as of the first day of the related
Collection
Period
(excluding
any such Mortgage Loans that were subject to a
Payoff,
the
principal
of which was
distributed
on the
Distribution
Date
preceding the current Distribution Date).
Group 1:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 1
or
with
respect
to
the
Certificates, the Class 1-A-1, Class AR and Class AR-L
Certificates.
Group 1 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 1
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 1
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and (ii) the
applicable
Senior
Prepayment
Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 1
Senior
Percentage:
As to
any
Distribution
Date,
the
percentage
equivalent
of a fraction the
numerator of which is the aggregate
of the Class
Principal
Balances of the Class 1-A-1,
Class AR and Class AR-L
Certificates
immediately
prior to such Distribution Date and the denominator
of which is the
aggregate
of the Stated
Principal
Balances of the Mortgage
Loans in Loan Group 1,
as of the first day of the related
Collection
Period
(excluding
any 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 1
Senior Percentage exceed 100%.
Group 1
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 1
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 1,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 1,
and (iii) the Group 1 Senior Liquidation Amount.
Group 1
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 1 Senior Percentage.
Group 2:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 2
or
with
respect
to
the
Certificates, the Class 2-A-1 Certificates.
Group 2 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 2
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 2
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and (ii) the
applicable
Senior
Prepayment
Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 2
Senior
Percentage:
As to
any
Distribution
Date,
the
percentage
equivalent
of a
fraction
the
numerator
of which is the
Class
Principal
Balance of the Class 2-A-1
Certificates
immediately prior to such
Distribution
Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 2,
as of the first day
of the related
Collection Period (excluding any 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 2 Senior Percentage exceed
100%.
Group 2
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 2
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 2,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 2,
and (iii) the Group 2 Senior Liquidation Amount.
Group 2
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 2 Senior Percentage.
Group 3:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 3
or
with
respect
to
the
Certificates, the Class 3-A-1 Certificates.
Group 3 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 3
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 3
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and (ii) the
applicable
Senior
Prepayment
Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 3
Senior
Percentage:
As to
any
Distribution
Date,
the
percentage
equivalent
of a
fraction
the
numerator
of which is the
Class
Principal
Balance of the Class 3-A-1
Certificates
immediately prior to such
Distribution
Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 3,
as of the first day
of the related
Collection Period (excluding any such Mortgage Loans that were
subject
to
a
Payoff,
the
principal
of
which
was
distributed
on
the
Distribution
Date
preceding
the
current
Distribution
Date);
provided,
however, in no event will the Group 3 Senior Percentage exceed
100%.
Group 3
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 3
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 3,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 3,
and (iii) the Group 3 Senior Liquidation Amount.
Group 3
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 3 Senior Percentage.
Group 4:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 4
or
with
respect
to
the
Certificates, the Class 4-A-1 Certificates.
Group 4 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 4
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 4
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and (ii) the
applicable
Senior
Prepayment
Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 4
Senior
Percentage:
As to
any
Distribution
Date,
the
percentage
equivalent
of a
fraction
the
numerator
of which is the
Class
Principal
Balance of the Class 4-A-1
Certificates
immediately prior to such
Distribution
Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 4,
as of the first day
of the related
Collection Period (excluding any such Mortgage Loans that were
subject
to
a
Payoff,
the
principal
of
which
was
distributed
on
the
Distribution
Date
preceding
the
current
Distribution
Date);
provided,
however, in no event will the Group 4 Senior Percentage exceed
100%.
Group 4
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 4
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 4,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 4,
and (iii) the Group 4 Senior Liquidation Amount.
Group 4
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 4 Senior Percentage.
Group 5:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 5
or
with
respect
to
the
Certificates, the Class 5-A-1 Certificates.
Group 5 Excess Interest
Amount:
For any
Distribution
Date, the
amount equal to (i) the product of the Group 5
Excess
Interest
Rate and the
Stated
Principal
Balance
of the
Mortgage
Loans in Loan
Group 5 as of the
second
preceding
Due Date
(excluding
any such
Mortgage
Loans
that
were
subject
to
a
Payoff,
the
principal
of
which
was
distributed
on
the
Distribution
Date
preceding
the current
Distribution
Date)
after
giving
effect to Scheduled
Payments for such Due Date,
whether or not received,
or
for the
initial
Distribution
Date,
the Cut-off
Date,
divided by (ii) 12,
subject to reduction pursuant to Section 4.01(I)(B).
Group 5 Excess
Interest Rate:
For any
Distribution
Date, a per
annum rate equal to 0.020%.
Group 5 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 5
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 5
Senior
Percentage
of the Stated
Principal
Balance of such
Mortgage
Loan and (ii) the
applicable
Senior
Prepayment
Percentage of the
Liquidation Principal with respect to such Mortgage Loan.
Group 5
Senior
Percentage:
As to
any
Distribution
Date,
the
percentage
equivalent
of a
fraction
the
numerator
of which is the
Class
Principal
Balance of the Class 5-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 5,
as of the first day
of the related
Collection Period (excluding any such Mortgage Loans that were
subject
to
a
Payoff,
the
principal
of
which
was
distributed
on
the
Distribution
Date
preceding
the
current
Distribution
Date);
provided,
however, in no event will the Group 5 Senior Percentage exceed
100%.
Group 5
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 5
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 5,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 5,
and (iii) the Group 5 Senior Liquidation Amount.
Group 5
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 5 Senior Percentage.
Group 6:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified
in the
related
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 6
or
with
respect
to
the
Certificates, the Class 6-A-1 Certificates.
Group 6 Excess Interest
Amount:
For any
Distribution
Date, the
amount equal to (i) the product of the Group 6
Excess
Interest
Rate and the
Stated
Principal
Balance
of the
Mortgage
Loans in Loan
Group 6 as of the
second
preceding
Due Date
(excluding
any such
Mortgage
Loans
that
were
subject
to
a
Payoff,
the
principal
of
which
was
distributed
on
the
Distribution
Date
preceding
the current
Distribution
Date)
after
giving
effect to Scheduled
Payments for such Due Date,
whether or not received,
or
for the
initial
Distribution
Date,
the Cut-off
Date,
divided by (ii) 12,
subject to reduction pursuant to Section 4.01(I)(B).
Group 6 Excess
Interest Rate:
For any
Distribution
Date, a per
annum rate equal to 0.020%.
Group 6 Senior
Liquidation
Amount: As to any Distribution
Date,
the
aggregate,
for
each
Mortgage
Loan
in Loan
Group 6
which
became
a
Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of
(i) the Group 6
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 6
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 6-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 6,
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 6 Senior Percentage exceed
100%.
Group 6
Senior
Principal
Distribution
Amount:
As
to
any
Distribution
Date,
the
sum of (i)
the
Group 6
Senior
Percentage
of the
Principal
Payment
Amount
for
Loan
Group 6,
(ii)
the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 6,
and (iii) the Group 6 Senior Liquidation Amount.
Group 6
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 6 Senior Percentage.
Group 7:
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 7A
and Group 7B or with respect to
the Certificates, the Group 7 Certificates.
Group 7
Certificates:
The
Class 7-A-1-1,
Class 7-A-1-2,
Class 7-A-2,
Class 7-M-1, Class 7-M-2, Class 7-M-3, Class 7-M-4 and Class 7-X
Certificates.
Group 7 Credit
Support
Depletion
Date:
The first
Distribution
Date
on
which
the
aggregate
Class
Principal
Balance
of
the
Group
7
Subordinate Certificates has been or will be reduced to zero.
Group 7 Optimal Interest
Remittance
Amount: For any Distribution
Date and Loan
Group 7A
and Loan
Group 7B,
the excess of (i) the product of
(1) (x) the weighted
average of the Net Mortgage
Rates of the Mortgage Loans
in such
Loan
Group as of the
first
day of the
related
Collection
Period
divided by (y) 12 and (2) the
applicable
Aggregate
Loan Group
Balance
for
such Loan Group for the
immediately
preceding
Distribution
Date (excluding
any such Mortgage Loans that were subject to a Payoff,
the principal of which
was distributed on the
Distribution
Date preceding the current
Distribution
