EXECUTION COPY
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
WELLS FARGO BANK,
N.A.,
Master Servicer, Servicer,
Back-Up Servicer and Trust Administrator,
SELECT PORTFOLIO SERVICING,
INC.,
GREENPOINT MORTGAGE FUNDING,
INC.,
Servicers,
WILSHIRE CREDIT
CORPORATION
Special Servicer,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
DATED AS OF MAY
1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-5
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-5
TABLE OF CONTENTS
Page
|
ARTICLE I
|
DEFINITIONS
|
11
|
|
ARTICLE II
|
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
|
77
|
|
SECTION 2.01.
|
Conveyance of Trust Fund.
|
77
|
|
SECTION 2.02.
|
Acceptance by the Trustee.
|
82
|
|
SECTION 2.03.
|
Representations and Warranties of the Seller,
Master Servicer and Servicers.
|
84
|
|
SECTION 2.04.
|
Representations and Warranties of the Depositor
as to the Mortgage Loans.
|
87
|
|
SECTION 2.05.
|
Delivery of Opinion of Counsel in Connection
with Substitutions.
|
88
|
|
SECTION 2.06.
|
Issuance of Certificates.
|
88
|
|
SECTION 2.07.
|
REMIC Provisions.
|
88
|
|
SECTION 2.08.
|
Covenants of the Master Servicer and each
Servicer.
|
93
|
|
ARTICLE III
|
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
|
94
|
|
SECTION 3.01.
|
Servicers to Service Mortgage Loans.
|
94
|
|
SECTION 3.02.
|
Subservicing; Enforcement of the Obligations of
Subservicers.
|
96
|
|
SECTION 3.03.
|
Master Servicing by Master Servicer.
|
98
|
|
SECTION 3.04.
|
Trustee to Act as Master Servicer or
Servicer.
|
98
|
|
SECTION 3.05.
|
Collection of Mortgage Loans; Collection
Accounts; Certificate Account.
|
99
|
|
SECTION 3.06.
|
Establishment of and Deposits to Escrow
Accounts; Permitted Withdrawals from Escrow Accounts; Payments of
Taxes, Insurance and Other Charges.
|
103
|
|
SECTION 3.07.
|
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections.
|
104
|
|
SECTION 3.08.
|
Permitted Withdrawals from the Collection
Accounts and Certificate Account.
|
105
|
|
SECTION 3.09.
|
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty Insurance Policy;
Claims; Restoration of Mortgaged Property.
|
106
|
|
SECTION 3.10.
|
Enforcement of Due on Sale Clauses; Assumption
Agreements.
|
110
|
|
SECTION 3.11.
|
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
|
111
|
|
SECTION 3.12.
|
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files.
|
115
|
|
SECTION 3.13.
|
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust.
|
115
|
|
SECTION 3.14.
|
Servicing Fee; Indemnification of Master
Servicer; Payment of Interim Servicer Advance Amount.
|
116
|
|
SECTION 3.15.
|
Access to Certain Documentation.
|
117
|
|
SECTION 3.16.
|
Annual Statement as to Compliance.
|
117
|
|
SECTION 3.17.
|
Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
|
118
|
|
SECTION 3.18.
|
Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
|
119
|
|
SECTION 3.19.
|
Special Serviced Mortgage Loans.
|
120
|
|
SECTION 3.20.
|
Indemnification of Servicers and Master
Servicer.
|
120
|
|
SECTION 3.21.
|
Notification of Adjustments.
|
121
|
|
SECTION 3.22.
|
Designated Mortgage Loans.
|
121
|
|
SECTION 3.23.
|
Assigned Prepayment Premiums.
|
123
|
|
ARTICLE IV
|
PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
|
124
|
|
SECTION 4.01.
|
Priorities of Distribution.
|
124
|
|
SECTION 4.02.
|
Allocation of Losses.
|
135
|
|
SECTION 4.03.
|
Recoveries.
|
137
|
|
SECTION 4.04.
|
Reserved.
|
137
|
|
SECTION 4.05.
|
Monthly Statements to
Certificateholders.
|
137
|
|
SECTION 4.06.
|
Servicer to Cooperate.
|
138
|
|
SECTION 4.07.
|
Cross-Collateralization; Adjustments to
Available Funds.
|
138
|
|
SECTION 4.08.
|
Reserved.
|
139
|
|
SECTION 4.09.
|
Class 3-A-1 Basis Risk Reserve Fund.
|
139
|
|
SECTION 4.10.
|
Group 6 Interest Rate Cap
Account.
|
140
|
|
ARTICLE V
|
ADVANCES BY THE MASTER SERVICER AND
SERVICERS
|
143
|
|
SECTION 5.01.
|
Advances by the Master Servicer and
Servicers.
|
143
|
|
ARTICLE VI
|
THE CERTIFICATES
|
144
|
|
SECTION 6.01.
|
The Certificates.
|
144
|
|
SECTION 6.02.
|
Registration of Transfer and Exchange of
Certificates.
|
145
|
|
SECTION 6.03.
|
Mutilated, Destroyed, Lost or Stolen
Certificates.
|
149
|
|
SECTION 6.04.
|
Persons Deemed Owners.
|
150
|
|
SECTION 6.05.
|
Access to List of Certificateholders’
Names and Addresses.
|
150
|
|
SECTION 6.06.
|
Maintenance of Office or Agency.
|
150
|
|
SECTION 6.07.
|
Book Entry Certificates.
|
150
|
|
SECTION 6.08.
|
Notices to Clearing Agency.
|
151
|
|
SECTION 6.09.
|
Definitive Certificates.
|
151
|
|
ARTICLE VII
|
THE DEPOSITOR, THE SELLER, THE MASTER SERVICER,
THE SERVICERS AND THE SPECIAL SERVICER
|
153
|
|
SECTION 7.01.
|
Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the Servicers and the
Special Servicer.
|
153
|
|
SECTION 7.02.
|
Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master Servicer, the Servicers
or the Special Servicer.
|
153
|
|
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.
|
154
|
|
SECTION 7.04.
|
Master Servicer and Servicer Not to Resign;
Transfer of Servicing.
|
154
|
|
SECTION 7.05.
|
Master Servicer, Seller and Servicers May Own
Certificates.
|
156
|
|
SECTION 7.06.
|
Termination of Duties of the Back-Up
Servicer.
|
156
|
|
ARTICLE VIII
|
DEFAULT
|
157
|
|
SECTION 8.01.
|
Events of Default.
|
157
|
|
SECTION 8.02.
|
Master Servicer or Trust Administrator to Act;
Appointment of Successor.
|
160
|
|
SECTION 8.03.
|
Notification to Certificateholders.
|
162
|
|
SECTION 8.04.
|
Waiver of Events of Default.
|
162
|
|
ARTICLE IX
|
CONCERNING THE TRUSTEE
|
162
|
|
SECTION 9.01.
|
Duties of Trustee.
|
162
|
|
SECTION 9.02.
|
Certain Matters Affecting the
Trustee.
|
164
|
|
SECTION 9.03.
|
Trustee Not Liable for Certificates or Mortgage
Loans.
|
165
|
|
SECTION 9.04.
|
Trustee May Own Certificates.
|
165
|
|
SECTION 9.05.
|
Trustee’s Fees and Expenses.
|
166
|
|
SECTION 9.06.
|
Eligibility Requirements for Trustee.
|
166
|
|
SECTION 9.07.
|
Resignation and Removal of Trustee.
|
166
|
|
SECTION 9.08.
|
Successor Trustee.
|
167
|
|
SECTION 9.09.
|
Merger or Consolidation of Trustee.
|
167
|
|
SECTION 9.10.
|
Appointment of Co-Trustee or Separate
Trustee.
|
168
|
|
SECTION 9.11.
|
Office of the Trustee.
|
169
|
|
ARTICLE X
|
CONCERNING THE TRUST ADMINISTRATOR
|
170
|
|
SECTION 10.01.
|
Duties of Trust Administrator.
|
170
|
|
SECTION 10.02.
|
Certain Matters Affecting the Trust
Administrator.
|
171
|
|
SECTION 10.03.
|
Trust Administrator Not Liable for Certificates
or Mortgage Loans.
|
173
|
|
SECTION 10.04.
|
Trust Administrator May Own
Certificates.
|
173
|
|
SECTION 10.05.
|
Trust Administrator’s Fees and
Expenses.
|
173
|
|
SECTION 10.06.
|
Eligibility Requirements for Trust
Administrator.
|
174
|
|
SECTION 10.07.
|
Resignation and Removal of Trust
Administrator.
|
174
|
|
SECTION 10.08.
|
Successor Trust Administrator.
|
175
|
|
SECTION 10.09.
|
Merger or Consolidation of Trust
Administrator.
|
176
|
|
SECTION 10.10.
|
Appointment of Co-Trust Administrator or
Separate Trust Administrator.
|
176
|
|
SECTION 10.11.
|
Office of the Trust Administrator.
|
177
|
|
SECTION 10.12.
|
Tax Return.
|
177
|
|
SECTION 10.13.
|
Commission Reporting.
|
177
|
|
SECTION 10.14.
|
Determination of Certificate Index.
|
180
|
|
ARTICLE XI
|
TERMINATION
|
181
|
|
SECTION 11.01.
|
Termination upon Liquidation or Purchase of all
Mortgage Loans.
|
181
|
|
SECTION 11.02.
|
Procedure Upon Optional Termination.
|
182
|
|
SECTION 11.03.
|
Additional Termination Requirements.
|
183
|
|
ARTICLE XII
|
MISCELLANEOUS PROVISIONS
|
185
|
|
SECTION 12.01.
|
Amendment.
|
185
|
|
SECTION 12.02.
|
Recordation of Agreement;
Counterparts.
|
187
|
|
SECTION 12.03.
|
Governing Law.
|
187
|
|
SECTION 12.04.
|
Intention of Parties.
|
187
|
|
SECTION 12.05.
|
Notices.
|
188
|
|
SECTION 12.06.
|
Severability of Provisions.
|
189
|
|
SECTION 12.07.
|
Limitation on Rights of
Certificateholders.
|
189
|
|
SECTION 12.08.
|
Certificates Nonassessable and Fully
Paid.
|
190
|
|
SECTION 12.09.
|
Protection of Assets.
|
190
|
|
SECTION 12.10.
|
Non-Solicitation.
|
191
|
|
ARTICLE XIII
|
SPS AND THE MASTER SERVICER
|
192
|
|
SECTION 13.01.
|
Reports and Notices.
|
192
|
|
SECTION 13.02.
|
Master Servicer’s Oversight With Respect
to the SPS Mortgage Loans.
|
193
|
|
SECTION 13.03.
|
Termination.
|
193
|
|
SECTION 13.04.
|
Liability and Indemnification.
|
193
|
|
SECTION 13.05.
|
Confidentiality.
|
193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBITS
|
|
|
Exhibit A:
|
Form of Class A Certificate
|
A-1
|
|
Exhibit B:
|
Form of Class 6-M Certificate
|
B-1
|
|
Exhibit C:
|
Form of Class C-B Certificate
|
C-1
|
|
Exhibit D-1:
|
Form of Class AR Certificate
|
D-1-1
|
|
Exhibit D-2:
|
Form of Class AR-L Certificate
|
D-2-1
|
|
Exhibit E:
|
Form of Class P Certificate
|
E-1
|
|
Exhibit F:
|
Form of Class 6-X Certificate
|
F-1
|
|
Exhibit G:
|
Reserved
|
G-1
|
|
Exhibit H:
|
Form of Servicer Information
|
H-1
|
|
Exhibit I-1:
|
Form of Trust Receipt and Initial
Certification
|
I-1
|
|
Exhibit I-2:
|
Form of Trust Receipt and Subsequent
Certification
|
I-1
|
|
Exhibit J:
|
Form of Trust Receipt and Final
Certification
|
J-1
|
|
Exhibit K:
|
Form of Request for Release
|
K-1
|
|
Exhibit L:
|
Form of Transferor Certificate
|
L-1
|
|
Exhibit M-1:
|
Form of Investment Letter
|
M-1-1
|
|
Exhibit M-2:
|
Form of Rule 144A Letter
|
M-2-1
|
|
Exhibit N:
|
Form of Investor Transfer Affidavit and
Agreement
|
N-1
|
|
Exhibit O:
|
Form of Transfer Certificate
|
O-1
|
|
Exhibit P:
|
Form of SPS Mortgage Loans Report
|
P-1-1
|
|
Exhibit Q:
|
Form of Foreclosure Settlement
Statement
|
Q-1
|
|
Exhibit R:
|
Form of Subsequent Transfer Agreement
|
R-1
|
|
Exhibit S:
|
Form of Monthly Statement to
Certificateholders
|
S-1
|
|
Exhibit T:
|
Form of Depositor Certification
|
T-1
|
|
Exhibit U:
|
Form of Trust Administrator
Certification
|
U-1
|
|
Exhibit V-1:
|
Form of Master Servicer Certification
|
V-1-1
|
|
Exhibit V-2:
|
Form of Servicer Certification
|
V-2-1
|
|
Exhibit W:
|
Form of Certification Regarding Substitution of
Defective Mortgage Loans
|
W-1
|
|
|
|
|
|
|
SCHEDULES
|
|
|
Schedule I:
|
Mortgage Loan Schedule
|
I-1
|
|
Schedule IIA:
|
Representations and Warranties of Seller -
DLJMC
|
IIA-1
|
|
Schedule IIB:
|
Representations and Warranties of Master
Servicer - Wells Fargo
|
IIB-1
|
|
Schedule IIC:
|
Representations and Warranties of Servicer -
GreenPoint
|
IIC-1
|
|
Schedule IID:
|
Representations and Warranties of Servicer -
SPS
|
IID-1
|
|
Schedule IIE:
|
Representations and Warranties of Servicer -
Wells Fargo
|
IIE-1
|
|
Schedule IIF:
|
Representations and Warranties of Special
Servicer - Wilshire
|
IIF-1
|
|
Schedule III:
|
Representations and Warranties of DLJMC -
Mortgage Loans
|
III-1
|
|
|
|
|
|
|
APPENDICES
|
|
|
Appendix A:
|
Calculation of Class Y Principal Reduction
Amounts
|
APPENDIX A-1
|
|
|
|
|
THIS POOLING AND SERVICING
AGREEMENT, dated as of May 1, 2005, is hereby executed by and
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as
depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC.
(“DLJMC”), as seller (in such capacity, the
“Seller”), WELLS FARGO BANK, N.A., as master servicer
(in such capacity, the “Master Servicer”), as a
servicer (in such capacity, a “Servicer”), as back-up
servicer (in such capacity, the “Back-Up Servicer”) and
as trust administrator (in such capacity, the “Trust
Administrator”), SELECT PORTFOLIO SERVICING, INC.
(“SPS”), as a servicer (in such capacity, a
“Servicer”), GREENPOINT MORTGAGE FUNDING, INC.
(“GREENPOINT”), as a servicer (in such capacity, a
“Servicer”), WILSHIRE CREDIT CORPORATION, as special
servicer (in such capacity, the “Special Servicer”),
and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity,
the “Trustee”). Capitalized terms used in this
Agreement and not otherwise defined will have the meanings assigned
to them in Article I below.
PRELIMINARY
STATEMENT
The Depositor is the owner of the
Trust Fund (other than the Trust’s rights under the Interest
Rate Cap Agreements) that is hereby conveyed to the Trustee in
return for the Certificates. The Trust Fund (exclusive of any
entitlement to Assigned Prepayment Premiums, the Interest Rate Cap
Agreements and the assets held in the Group 6 Interest Rate
Cap Account, the Class 3-A-1 Basis Risk Reserve Fund, the
Prefunding Account 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 and Group 5 Mortgage Loans and certain other
related assets (exclusive of any entitlement to Assigned Prepayment
Premiums, the Interest Rate Cap Agreements and the assets held in
the Group 6 Interest Rate Cap Account, the Class 3-A-1 Basis
Risk Reserve Fund, the Prefunding Account and the Capitalized
Interest Account) subject to this Agreement as a real estate
mortgage investment conduit (a “REMIC”) for federal
income tax purposes, and such segregated pool of assets will be
designated as “REMIC I.” Component I of the
Class AR-L Certificates will represent the sole Class of
“residual interests” in REMIC I for purposes of
the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated REMIC I
Pass-Through Rate”) and initial Uncertificated Principal
Balance for each of the “regular interests” in
REMIC I (the “REMIC I Regular Interests”) and
the Class Principal Balance of Component I of the
Class AR-L Certificates. The “latest possible maturity
date” (determined solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the
REMIC I Regular Interests will be certificated.
Class Designation for each REMIC
I Regular Interest and Component I of the
Class AR-L Certificates
|
|
Uncertificated REMIC
I Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or
Class Principal
Balance
|
|
|
Class Y-1
|
Regular
|
Variable(1)
|
$ 58,225.32
|
September 2035
|
|
Class Y-2
|
Regular
|
Variable(2)
|
$ 60,691.50
|
September 2035
|
|
Class Y-3
|
Regular
|
Variable(3)
|
$ 50,990.04
|
September 2035
|
|
Class Y-4
|
Regular
|
Variable(4)
|
$ 62,991.51
|
September 2035
|
|
Class Y-5
|
Regular
|
Variable(5)
|
$ 61,544.17
|
September 2035
|
|
Class Z-1
|
Regular
|
Variable(1)
|
$116,401,339.29
|
September 2035
|
|
Class Z-2
|
Regular
|
Variable(2)
|
$121,331,608.73
|
September 2035
|
|
Class Z-3
|
Regular
|
Variable(3)
|
$101,929,092.79
|
September 2035
|
|
Class Z-4
|
Regular
|
Variable(4)
|
$125,929,693.20
|
September 2035
|
|
Class Z-5
|
Regular
|
Variable(5)
|
$123,026,801.28
|
September 2035
|
|
Component I of the
Class AR-L
|
Residual
|
Variable(1)
|
$ 50.00
|
September 2035
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC I Regular and Residual Interests,
the “latest possible maturity date” shall be the Final
Maturity Date.
|
|
|
(1) Interest
distributed to the REMIC I Regular Interests Y-1 and Z-1 and
Component I of the Class AR-L Certificates on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 1 Loans on the applicable
Uncertificated Principal Balance or Class Principal Balance
outstanding immediately before such Distribution Date.
|
|
|
(2) Interest distributed to the REMIC I Regular
Interests Y-2 and Z-2 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 2 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(3) Interest distributed to the REMIC I Regular
Interests Y-3 and Z-3 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 3 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(4) Interest distributed to the REMIC I Regular
Interests Y-4 and Z-4 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(5) Interest distributed to the REMIC I Regular
Interests Y-5 and Z-5 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 5 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
|
|
|
|
|
|
REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 6 Mortgage Loans and certain
other related assets (exclusive of any entitlement to Assigned
Prepayment Premiums, the Interest Rate Cap Agreements and the
assets held in the Group 6 Interest Rate Cap Account, the
Class 3-A-1 Basis Risk Reserve Fund, the Prefunding Account and the
Capitalized Interest Account) subject to this Agreement as a real
estate mortgage investment conduit (a “REMIC”) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC II.”
Component II of the Class AR-L Certificates will
represent the sole Class of “residual interests”
in REMIC II for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the
“Uncertificated REMIC II Pass-Through Rate”) and
initial Uncertificated Principal Balance for each of the
“regular interests” in REMIC II (the
“REMIC II Regular Interests”). The “latest
possible maturity date” (determined solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii))
for each REMIC II Regular Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be
certificated.
Class Designation for each REMIC
II Regular Interest and Component II of the
Class AR-L Certificates
|
|
Uncertificated REMIC
II Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
|
|
Class Y-6A
|
Regular
|
Variable(1)
|
$ 54,645.28
|
September 2035
|
|
Class Y-6B
|
Regular
|
Variable(2)
|
$ 185,864.63
|
September 2035
|
|
Class Z-6A
|
Regular
|
Variable(1)
|
$109,235,916.66
|
September 2035
|
|
Class Z-6B
|
Regular
|
Variable(2)
|
$374,724,708.94
|
September 2035
|
|
Component II of the
Class AR-L
|
Regular
|
N/A
|
$ 0.00
|
September 2035
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC III Regular and Residual
Interests, the “latest possible maturity date” shall be
the Final Maturity Date.
|
|
(1) Interest distributed to the REMIC II Regular
Interests Y-6A and Z-6A on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(2) Interest distributed to the REMIC II Regular
Interests Y-6B and Z-6B on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
REMIC
III
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the REMIC I Regular Interests and the
REMIC II Regular Interests and certain other related assets
(exclusive of any entitlement to Assigned Prepayment Premiums, the
Interest Rate Cap Agreements and the assets held in the
Group 6 Interest Rate Cap Account, the Class 3-A-1 Basis Risk
Reserve Fund, the Prefunding Account and the Capitalized Interest
Account) subject to this Agreement as a real estate mortgage
investment conduit (a “REMIC”) for federal income tax
purposes, and such segregated pool of assets will be designated as
“REMIC III.” Component I of the Class AR
Certificates will represent the sole Class of “residual
interests” in REMIC III for purposes of the REMIC
Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance
rate (the “Uncertificated REMIC III Pass-Through
Rate”) and initial Uncertificated Principal Balance for each
of the “regular interests” in REMIC III (the
“REMIC III Regular Interests”) and the
Class Principal Balance of Component I of the
Class AR Certificates. The “latest possible maturity
date” (determined solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each
REMIC III Regular Interest shall be the Maturity Date. None of
the REMIC III Regular Interests will be
certificated.
Class Designation for each REMIC
III Regular Interest and Component I of the
Class AR Certificates
|
|
Uncertificated REMIC
III Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or
Class Principal
Balance
|
|
|
Class 1-A-1L
|
Regular
|
Variable(1)
|
$101,590,000.00
|
September 2035
|
|
Class 1-A-2L
|
Regular
|
Variable(1)
|
$ 7,180,000.00
|
September 2035
|
|
Class 2-A-1L
|
Regular
|
Variable(2)
|
$109,979,000.00
|
September 2035
|
|
Class 2-A-2L
|
Regular
|
Variable(2)
|
$ 3,401,000.00
|
September 2035
|
|
Class 3-A-1L
|
Regular
|
Variable(3)
|
$ 42,860,000.00
|
September 2035
|
|
Class 3-A-2-1L
|
Regular
|
Variable(3)
|
$ 19,430,000.00
|
September 2035
|
|
Class 3-A-2-2L
|
Regular
|
Variable(3)
|
$ 12,960,000.00
|
September 2035
|
|
Class 3-A-3L
|
Regular
|
Variable(3)
|
$ 20,000,000.00
|
September 2035
|
|
Class 4-A-1L
|
Regular
|
Variable(4)
|
$117,677,000.00
|
September 2035
|
|
Class 5-A-1L
|
Regular
|
Variable(5)
|
$ 57,480,000.00
|
September 2035
|
|
Class 5-A-2-1L
|
Regular
|
Variable(5)
|
$ 53,686,000.00
|
September 2035
|
|
Class 5-A-2-2L
|
Regular
|
Variable(5)
|
$ 3,794,000.00
|
September 2035
|
|
Class C-B-1L
|
Regular
|
Variable(6)
|
$ 79,600,000.00
|
September 2035
|
|
Class C-B-2L
|
Regular
|
Variable(7)
|
$ 19,900,000.00
|
September 2035
|
|
Class C-B-3L
|
Regular
|
Variable(7)
|
$307,450,000.00
|
September 2035
|
|
Class C-B-4L
|
Regular
|
Variable(7)
|
$ 34,160,000.00
|
September 2035
|
|
Class C-B-5L
|
Regular
|
Variable(7)
|
$ 19,370,000.00
|
September 2035
|
|
Class C-B-6L
|
Regular
|
Variable(7)
|
$ 13,315,000.00
|
September 2035
|
|
Class C-B-7L
|
Regular
|
Variable(7)
|
$ 5,810,000.00
|
September 2035
|
|
Class LT-1
|
Regular
|
Variable(8)
|
$109,217,262.42
|
September 2035
|
|
Class LT-2
|
Regular
|
Variable(8)
|
$ 3,203.88
|
September 2035
|
|
Class LT-3
|
Regular
|
0.00%
|
$ 7,725.18
|
September 2035
|
|
Class LT-4
|
Regular
|
Variable(9)
|
$ 7,725.18
|
September 2035
|
|
Class LT-5
|
Regular
|
Variable(10)
|
$374,660,698.63
|
September 2035
|
|
Class LT-6
|
Regular
|
Variable(10)
|
$ 10,971.81
|
September 2035
|
|
Class LT-7
|
Regular
|
0.00%
|
$ 26,519.24
|
September 2035
|
|
Class LT-8
|
Regular
|
Variable(11)
|
$ 26,519.24
|
September 2035
|
|
Class LT-Y6A
|
Regular
|
Variable(12)
|
$ 54,645.28
|
September 2035
|
|
Class LT-Y6B
|
Regular
|
Variable(13)
|
$ 185,864.63
|
September 2035
|
|
Component I of the Class AR
|
Residual
|
Variable(1)
|
$ 50.00
|
September 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, 1-A-2L
and Component I of the Class AR Certificates on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 1 Loans on the applicable
Uncertificated Principal Balance or Class Principal Balance
outstanding immediately before such Distribution Date.
|
|
(2) Interest distributed to the REMIC III
Regular Interest 2-A-1L and 2-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 3-A-1L, 3-A-2-1L, 3-A-2-2L and 3-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 4-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(5) Interest distributed to the REMIC III
Regular Interest 5-A-1L, 5-A-2-1L and 5-A-2-2L 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.
|
|
(8) Interest distributed to the REMIC III
Regular Interests C-B-1L, C-B-2L, C-B-3L, C-B-4L, C-B-5L, C-B-6L
and C-B-7L 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, and (e) the weighted average of the Net Mortgage Rates for
the Group 5 Loans, weighted on the basis of the Subordinate
Component Balances of the respective Loan 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 and Class Y-5 REMIC I
Regular Interests weighted on the basis of their respective
principal balances
|
|
(9) Interest distributed to the REMIC III
Regular Interests LT-1 and LT-2 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date
|
|
(10) Interest distributed to the REMIC III
Regular Interest LT-4 on each Distribution Date will have accrued
at twice the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(11) Interest distributed to the REMIC III
Regular Interests LT-5 and LT-6 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(12) Interest distributed to the REMIC III
Regular Interest LT-8 on each Distribution Date will have accrued
at twice the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(13) Interest distributed to the REMIC III
Regular Interest LT-Y6A on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(14) Interest distributed to the REMIC III
Regular Interest LT-Y6B on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
REMIC
IV
As provided herein, the Trust
Administrator will elect to treat the segregated pool of assets
consisting of the REMIC III Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets
will be designated as REMIC IV. Component II of the
Class AR Certificates will represent the sole Class of
“residual interests” in REMIC IV for purposes of
the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, certain features,
Final Scheduled Distribution Date and initial ratings for each
Class of Certificates comprising the interests representing
“regular interests” in REMIC IV and
Component II of the Class AR Certificates. The
“latest possible maturity date” (determined solely for
purposes of satisfying Treasury Regulation
Section 1.860G-1(a)(4)(iii)) for each Class of
REMIC IV Regular Certificates shall be the Maturity
Date.
|
|
|
Pass-Through
Rate (per annum)
|
|
Integral Multiples
in Excess
of Minimum
|
|
Class 1-A-1
|
$101,590,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 7,180,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$109,979,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 2-A-2
|
$ 3,401,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$ 42,860,000.00
|
Variable(3)
|
$25,000
|
$1
|
|
Class 3-A-X
|
Notional(4)
|
Variable(5)
|
$100,000
|
$1
|
|
Class 3-A-2-1
|
$ 19,430,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 3-A-2-2
|
$ 12,960,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 3-A-3
|
$ 20,000,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 4-A-1
|
$117,677,000.00
|
Variable(7)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$ 57,480,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 5-A-2-1
|
$ 53,686,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 5-A-2-2
|
$ 3,794,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 6-A-1-1
|
$ 79,600,000.00
|
Variable(9)
|
$25,000
|
$1
|
|
Class 6-A-1-2
|
$ 19,900,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 6-A-2-1
|
$307,450,000.00
|
Variable(11)
|
$25,000
|
$1
|
|
Class 6-A-2-2
|
$ 34,160,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class 6-M-1
|
$ 19,370,000.00
|
Variable(13)
|
$25,000
|
$1
|
|
Class 6-M-2
|
$ 13,315,000.00
|
Variable(14)
|
$25,000
|
$1
|
|
Class 6-M-3
|
$ 5,810,000.00
|
Variable(15)
|
$25,000
|
$1
|
|
Class 6-M-4
|
$ 4,596,000.00
|
Variable(16)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 17,380,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 8,245,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 2,945,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 1,765,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 3,240,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 3,240,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-7
|
$ 2,060,927.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class 6-X
|
$ 135.51(18)
|
Variable(19)
|
(20)
|
N/A
|
|
Class P
|
(21)
|
N/A
|
(22)
|
N/A
|
|
Component II of
Class AR(23)
|
$ 0.00
|
N/A
|
(24)
|
N/A
|
_______________
|
(1)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 1-A-1 and Class 1-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 1 for that Distribution Date.
|
|
(2)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 2-A-1 and Class 2-A-2
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 June 2005
Distribution Date for the Class 3-A-1 Certificates is 3.1906%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 3-A-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 Class 3-A-1 Cap Rate and (c)
11.00%.
|
|
(4)
|
The Class 3-A-X Certificates accrue interest
on the Class 3-A-X Notional Amount.
|
|
|
(5)
|
With respect to each Distribution Date, the
Pass-Through Rate on these Certificates shall equal the product of
(a) the excess, if any, of (x) the Class 3-A-1 Cap Rate
over (y) the Pass-Through Rate on the Class 3-A-1 Certificates
for that Distribution Date and (b) a fraction, the numerator of
which is the actual number of days in the related accrual period
and the denominator of which is 30. Payments to the
Class 3-A-1 Certificates in respect of Basis Risk Shortfalls
shall be deemed to have first been distributed from REMIC IV
to the holders of the Class 3-A-X Certificates in respect of the
Class 3-A-X REMIC IV Regular Interest and then paid by
such holders to the holders of the Class 3-A-1
Certificates.
|
|
(6)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 3-A-2-1, Class 3-A-2-2 and
Class 3-A-3 Certificates shall be a per annum rate equal to the Net
WAC Rate for Loan Group 3 for that Distribution
Date.
|
|
(7)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 4-A-1 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 4 for
that Distribution Date.
|
|
(8)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 5-A-1, Class 5-A-2-1 and Class
5-A-2-2 Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 5 for that Distribution Date.
|
|
(9)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-A-1-1 Certificates is
3.3106% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 6-A-1-1 Certificates shall be a per annum
rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such
Distribution Date, (b) the applicable Group 6A Net Funds
Cap and (c) 11.00%.
|
|
(10)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-A-1-2 Certificates is
3.3806% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 6-A-1-2 Certificates shall be a per annum
rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such
Distribution Date, (b) the applicable Group 6A Net Funds
Cap and (c) 11.00%.
|
|
(11)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-A-2-1 Certificates is
3.3206% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 6-A-2-1 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 6B Net Funds
Cap and (c) 11.00%.
|
|
(12)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-A-2-2 Certificates is
3.3706% per annum. After such Distribution Date, the Pass-Through
Rate for the Class 6-A-2-2 Certificates shall be a per annum
rate equal to the least of (a) the sum of the applicable
Certificate Index and the applicable Certificate Margin for such
Distribution Date, (b) the applicable Group 6B Net Funds
Cap and (c) 11.00%.
|
|
(13)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-M-1 Certificates is 3.5406%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(14)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-M-2 Certificates is 3.8406%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(15)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-M-3 Certificates is 4.3406%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-3 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(16)
|
The Pass-Through Rate for the June 2005
Distribution Date for the Class 6-M-4 Certificates is 5.1906%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 6-M-4 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 6 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(17)
|
With respect to each Distribution Date, the
Pass-Through Rate 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 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 of Loan Group 4 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 4
immediately prior to such Distribution Date, and (v) the product of
(x) the Net WAC Rate of Loan Group 5 for that
Distribution Date and (y) the Subordinate Component Balance
for Loan Group 5 immediately prior to such Distribution Date,
divided by (b) the aggregate of the Subordinate
Component Balances for Loan Group 1, Loan Group 2,
Loan Group 3, Loan Group 4 and Loan Group 5
immediately prior to such Distribution Date.
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(18)
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The Class 6-X Certificates will not accrue
interest on their Class Principal Balance. With the exception
of the first Distribution Date (as provided in footnote 21 below),
the Class 6-X Certificates accrue interest on the
Class 6-X Notional Amount.
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(19)
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The Class 6-X Certificates will be comprised
of two REMIC IV regular interests, a principal only regular
interest designated 6-X-PO and an interest only regular interest
designated 6-X-IO, which will be entitled to distributions as set
forth herein. On each Distribution Date, the Class 6-X
Certificates shall be entitled to the Class 6-X Distributable
Amount. With respect to any Distribution Date after the first
distribution date, interest accrued on the Class 6-X
Certificates during the related Accrual Period shall equal interest
at the related Pass-Through Rate on the Class 6-X Notional
Amount immediately prior to such Distribution Date, in each case
reduced by any interest shortfalls with respect to the Mortgage
Loans in the related Loan Group including Prepayment Interest
Shortfalls to the extent not covered by Compensating Interest
Payments. The Pass-Through Rate for the Class 6-X Certificates
or the REMIC IV Regular Interest 6-X-IO for any Distribution
Date shall equal a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the product of
(a) 30 and (b) the sum of the amounts calculated pursuant to
clauses (i) through (iv) below, and the denominator of
which is the product of
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(a) the actual number of days in the
related Accrual Period and (b) the aggregate principal balance of
the REMIC III Regular Interests LT1, LT2, LT3, LT4, LT5, LT6,
LT7, LT8, LT-Y6A and LT-Y6B. For purposes of calculating the
Pass-Through Rate for the Class 6-X Certificates, the
numerator is equal to the sum of the following
components:
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(i)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT1 and LT-Y6A minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT1 and LT-Y6A;
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(ii)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT2 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT2;
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(iii)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT4 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT4;
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(iv)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT5 and LT-Y6B minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT5 and LT-Y6B;
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(v)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT6 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT6; and
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(vi)
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the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT8 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT8.
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Accrued interest on the
Class 6-X Certificates shall accrue on the basis of a 360-day
year and the actual number of days in the related Accrual Period.
Payments to any Class of Group 6 Certificates in respect
of Basis Risk Shortfalls from the Group 6 Available
Distribution Amount shall be deemed to have first been distributed
from REMIC IV to the holders of the Class 6-X
Certificates in respect of the Class 6-X-IO REMIC IV
Regular Interest and then paid by such holders to such
Class of Group 6 Certificates.
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(20)
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The Class 6-X Certificates will be issued in
certificated, fully-registered form in minimum denominations of 20%
of the Percentage Interest therein and increments of 10% in excess
thereof.
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(21)
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The Class P Certificates will not have a
Class Principal Balance, will be entitled to distributions of
Assigned Prepayment Premiums only and such entitlement shall not be
an interest in any REMIC created hereunder.
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(22)
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The Class P Certificates will be issued in
certificated, fully-registered form in minimum denominations of 20%
of the Percentage Interest therein and increments of 10% in excess
thereof.
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(23)
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The Class AR Certificates are not themselves
issued by REMIC IV, instead, the Class AR Certificates
will represent ownership of two REMIC residual interests –
Component I of the Class AR (which is the residual
interest in REMIC III) and Component II of the
Class AR (which is the residual interest in
REMIC IV).
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(24)
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The Class AR Certificates are issued in
minimum Percentage Interests of 20%.
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For the avoidance of doubt, the
Trust Administrator shall account for any interest amount due to a
Certificateholder in excess of the interest rate on the REMIC
regular interest issued by REMIC IV corresponding to such
Certificate as part of the payment made to the Class 6-X
Certificates, to the extent it is entitled to funds from the REMIC,
and then paid outside of the REMIC pursuant to a separate
contractual right to such Certificateholder.
The foregoing REMIC structure is
intended to cause all of the cash from the Mortgage Loans to flow
through to REMIC IV as cash flow on a REMIC regular interest,
without creating any shortfall—actual or potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the structure is believed to diverge from such
intention the Trust Administrator shall resolve ambiguities to
accomplish such result and shall to the extent necessary rectify
any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to
accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
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Book-Entry
Certificates
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All
Classes of Certificates other than the Physical
Certificates.
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Class A Certificates
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The
Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6A and Group 6B
Certificates.
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Class C-B Certificates
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The
Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5, Class C-B-6 and
Class C-B-7 Certificates.
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Class M Certificates
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The
Class 6-M-1, Class 6-M-2, Class 6-M-3 and
Class 6-M-4 Certificates.
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ERISA-Restricted Certificates
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Residual
Certificates and Private Certificates; and any Certificates that do
not satisfy the applicable ratings requirement under the
Underwriter’s Exemption.
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Group 1 Certificates
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The
Class 1-A-1, Class 1-A-2 and Residual Certificates.
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Group 2 Certificates
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The
Class 2-A-1 and Class 2-A-2 Certificates.
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Group 3 Certificates
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The
Class 3-A-1, Class 3-A-X, Class 3-A-2-1, Class 3-A-2-2 and
Class 3-A-3 Certificates.
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Group 4 Certificates
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The
Class 4-A-1 Certificates.
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Group 5 Certificates
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The
Class 5-A-1, Class 5-A-2-1 and Class 5-A-2-2
Certificates.
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Group 6 Certificates
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The
Group 6A, Group 6B, Class 6-X and Class M
Certificates.
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Group 6A Certificates
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The
Class 6-A-1-1 and Class 6-A-1-2 Certificates.
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Group 6B Certificates
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The
Class 6-A-2-1 and Class 6-A-2-2 Certificates.
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LIBOR
Certificates
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The Class
3-A-1, Group 6A, Group 6B and Class M
Certificates.
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Notional
Amount Certificates
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The Class
3-A-X Certificates and Class 6-X Certificates.
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Offered
Certificates
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All
Classes of Certificates other than the Private
Certificates.
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Private
Certificates
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The
Class C-B-5, Class C-B-6, Class C-B-7,
Class 6-X and Class P Certificates.
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Physical
Certificates
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The
Residual Certificates and the Private Certificates.
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Rating
Agencies
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Moody’s, S&P and DBRS.
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Regular
Certificates
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All
Classes of Certificates other than the Residual
Certificates.
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Residual
Certificates
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The
Class AR and Class AR-L Certificates.
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Senior
Certificates
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The
Class A Certificates.
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Subordinate Certificates
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The Class M, Group C-B and
Class 6-X Certificates.
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All covenants and agreements made by
the Depositor herein are for the benefit and security of the
Certificateholders. The Depositor is entering into this Agreement,
and the Trustee is accepting the trusts created hereby and thereby,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
The parties hereto intend to effect
an absolute sale and assignment of the Mortgage Loans to the
Trustee for the benefit of Certificateholders under this Agreement.
However, the Depositor and the Seller will hereunder absolutely
assign and, as a precautionary matter grant a security interest, in
and to its rights, if any, in the related Mortgage Loans to the
Trustee on behalf of Certificateholders to ensure that the interest
of the Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A
T:
In consideration of the mutual
agreements herein contained, the Depositor, the Seller, the Master
Servicer, the Servicers, the Special Servicer, the Trustee and the
Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
1933 Act : The Securities Act of 1933, as
amended.
Accepted Servicing
Practices : With respect
to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accrual Period
: For any interest bearing
Class of Certificates, other than the LIBOR Certificates, and
any Distribution Date, the calendar month immediately preceding
such Distribution Date and with respect to the LIBOR Certificates,
the period beginning on the immediately preceding Distribution Date
(or the Closing Date, in the case of the first Accrual Period) and
ending on the day immediately preceding such Distribution
Date.
Advance : With respect to any Non-Designated Mortgage
Loan, any Interim Servicer Advance made with respect to the June
2005 Distribution Date and any payment required to be made by a
Servicer or the Master Servicer, as applicable, with respect to any
Distribution Date pursuant to Section 5.01.
With respect to any Countrywide
Serviced Mortgage Loan, the payment required to be made by (i)
Countrywide pursuant to Subsection 11.19 of Exhibit 9 of the
Countrywide Underlying Servicing Agreement or (ii) the Master
Servicer with respect to any Distribution Date pursuant to Section
3.22(b) of this Agreement.
With respect to any Wachovia
Serviced Mortgage Loan, the payment required to be made by (i)
Wachovia with respect to any Distribution Date pursuant to
Section 5.03 of the Wachovia Underlying Servicing Agreement or
(ii) the Master Servicer with respect to any Distribution Date
pursuant to Section 3.22(b) of this Agreement.
With respect to any SunTrust
Serviced Mortgage Loan, the payment required to be made by (i)
SunTrust on the Remittance Date (as defined in the SunTrust
Reconstituted Servicing Agreement) relating to any Distribution
Date pursuant to Section 5.03 of the SunTrust Underlying
Servicing Agreement or (ii) the Master Servicer with respect to any
Distribution Date pursuant to Section 3.22(b) of this
Agreement.
Adverse REMIC Event
: As defined in
Section 2.07(f).
Adjustment Date
: With respect to each Mortgage
Loan, each adjustment date on which the Mortgage Rate thereon
changes pursuant to the related Mortgage Note. The first Adjustment
Date following the Cut-off Date as to each such Mortgage Loan is
set forth in the Mortgage Loan Schedule.
Aggregate Groups 1-5
Collateral Balance : With
respect to any date of determination, will be equal to the sum of
the Aggregate Loan Group Balances for Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4 and Loan
Group 5 as of such date of determination.
Aggregate Group 6 Collateral
Balance : With respect to
any date of determination, will be equal to the sum of the
Aggregate Loan Group Balances for Loan Group 6A and Loan
Group 6B as of such date of determination.
Aggregate Loan
Group Balance : With
respect 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 such Loan Group as of the first day of the month of
such date of determination, plus, with respect to Loan
Group 6B, the amount on deposit in the Prefunding Account as
of the first day of such month.
Aggregate Subsequent Transfer
Amount : With respect to
any Subsequent Transfer Date, the aggregate Stated Principal
Balances as of the applicable Cut-off Date of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the revised Mortgage Loan Schedule delivered pursuant to
Section 2.01(e); provided , however , that such
amount shall not exceed the amount on deposit in the Prefunding
Account.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income
: All income derived from the
Non-Designated Mortgage Loans, other than Servicing Fees and Master
Servicing Fees, including but not limited to, late charges, fees
received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and
charges. Ancillary Income does not include any Assigned Prepayment
Premiums.
Applied Loss Amount
: With respect to any Distribution
Date, with respect to the Group 6 Certificates, the excess, if
any, of (i) the aggregate Class Principal Balances of the
Group 6 Certificates (other than the related Notional Amount
Certificates), after giving effect to all Realized Losses with
respect to the Mortgage Loans in Loan Group 6 during the
Collection Period for such Distribution Date and payments of
principal on such Distribution Date over (ii) the Aggregate
Group 6 Collateral Balance for such Distribution
Date.
Appraised Value
: The appraised value of the
Mortgaged Property based upon the appraisal made for the originator
at the time of the origination of the related Mortgage Loan or the
sales price of the Mortgaged Property at the time of such
origination, whichever is less, or (i) with respect to any Mortgage
Loan that represents a refinancing other than a Streamlined
Mortgage Loan, the lower of the appraised value at origination or
the appraised value of the Mortgaged Property based upon the
appraisal made at the time of such refinancing and (ii) with
respect to any Streamlined Mortgage Loan, the appraised value of
the Mortgaged Property based upon the appraisal made in connection
with the origination of the mortgage loan being
refinanced.
Assigned Prepayment
Premium : Any Prepayment
Premium on a Wells Fargo Serviced Mortgage Loan or a GreenPoint
Serviced Mortgage Loan and any other Prepayment Premium on deposit
in the Certificate Account.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of May 1, 2005,
by and between DLJ Mortgage Capital, Inc., as assignor, and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary
Lease : With respect to a
Cooperative Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Available Distribution
Amount : With respect to
any Distribution Date and each of Group 1, Group 2,
Group 3, Group 4 and Group 5 the sum of:
(i) all amounts in respect of Scheduled Payments
(net of the related Expense Fees) due on the related Due Date and
received prior to the related Determination Date on the related
Mortgage Loans, together with any Advances in respect
thereof;
(ii)
all Insurance Proceeds (to the
extent not applied to the restoration of the Mortgaged Property or
released to the Mortgagor in accordance with the applicable
Servicer’s Accepted Servicing Standards), all Liquidation
Proceeds received during the calendar month preceding the month of
that Distribution Date on the related Mortgage Loans, in each case
net of unreimbursed Liquidation Expenses incurred with respect to
such Mortgage Loans;
(iii)
all Principal Prepayments received
during the related Prepayment Period on the related Mortgage Loans,
excluding Prepayment Premiums;
(iv)
amounts received with respect to
such Distribution Date as the Substitution Adjustment Amount or
Purchase Price in respect of a Mortgage Loan in the related Loan
Group repurchased by the Seller, purchased by a Holder of a
Subordinate Certificate pursuant to Section 3.11(f) or
purchased by the Special Servicer pursuant to Section 3.11(g)
as of such Distribution Date;
(v) any
amounts payable as Compensating Interest Payments by a Servicer
with respect to the related Mortgage Loans on such Distribution
Date;
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(vi)
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all Recoveries, if any; and
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(vii)
the portion of the Mortgage Loan
Purchase Price related to such Loan Group paid in connection
with an Optional Termination up to the amount of the Par Value for
such Loan Group;
in the case of
clauses (i) through (iv) above reduced by amounts in
reimbursement for Advances previously made and other amounts as to
which the Trustee, the Trust Administrator, a Servicer or the
Master Servicer is entitled to be reimbursed pursuant to
Section 3.08 in respect of the related Mortgage Loans or
otherwise.
Back-Up Servicer
: Wells Fargo Bank, National
Association, acting in its capacity as back-up servicer for the SPS
Serviced Loans hereunder, or its successors in interest, as
applicable.
Bankruptcy Code
: The United States Bankruptcy Code,
as amended from time to time (11 U.S.C. §§ 101 et
seq .).
Bankruptcy Coverage Termination
Date : The point in time
at which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that Loan
Group incurred as a result of a Deficient Valuation or Debt
Service Reduction.
Bankruptcy Loss Coverage
Amount : As of any
Determination Date, the Bankruptcy Loss Coverage Amount shall equal
the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses allocated to the
Class C-B Certificates since the Cut-off Date and
(ii) any permissible reductions in
the Bankruptcy Loss Coverage Amount as evidenced by a letter of
each Rating Agency to the Trust Administrator to the effect that
any such reduction will not result in a downgrading, or otherwise
adversely affect, of the then current ratings assigned to such
Classes of Certificates rated by it.
Basis Risk Shortfall
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (i) the excess,
if any, of (a) the related Current Interest calculated on the basis
of the least of (x) the applicable Certificate Index plus the
applicable Certificate Margin, (y) the Maximum Interest Rate and
(z) 11.00% over (b) the related Current Interest for the
applicable Distribution Date, (ii) any amount described in clause
(i) remaining unpaid from prior Distribution Dates, and (iii)
interest on the amount in clause (ii) for the related Accrual
Period calculated at a per annum rate equal to the least of
(x) the applicable Certificate Index plus the applicable
Certificate Margin, (y) the applicable Maximum Interest Rate and
(z) 11.00%.
Beneficial Holder
: A Person holding a beneficial
interest in any Certificate through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any
Definitive Certificate.
Book-Entry
Certificates : As
specified in the Preliminary Statement.
Book-Entry Form
: Any Certificate held through the
facilities of the Depository.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in New
York or the state in which the office of the Master Servicer or any
Servicer or the Corporate Trust Office of the Trustee or Trust
Administrator are located are authorized or obligated by law or
executive order to be closed.
Calendar Quarter
: January 1 through March 31, April
1 through June 30, July 1 through September 30, or October 1
through December 31, as applicable.
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 :
$860,147.72.
Capitalized Interest
Distribution : With
respect to the June 2005, July 2005 and August 2005
Distribution Dates, an amount equal to 30 days of interest (based
on a 360-day year) on the aggregate amount on deposit in the
Prefunding Account at the end of the related Collection Period
accruing at a per annum rate equal to the weighted average of the
Net Mortgage Rates of the Mortgage Loans in Loan Group 6B as
of the first day of the related Collection Period. If REMIC II
is unable to pay the REMIC II Interests in respect of
Group 6B their stated pass-through rates due to an
insufficiency in the Capitalized Interest Distribution, the
Depositor will contribute any amounts to REMIC II necessary to
pay the REMIC II Interests their stated pass-through
rates.
Capitalized Interest Release
Amount : With respect to
each of the June 2005, July 2005 and August 2005
Distribution Dates, an amount equal to the excess of (a) the amount
remaining on deposit in the Capitalized Interest Account on such
Distribution after distribution of the Capitalized
Interest Distribution for such
Distribution Date, over (b) the Capitalized Interest Requirement
for such Distribution Date.
Capitalized Interest
Requirement : With
respect to the June 2005 Distribution Date, an amount equal to
60 days of interest (based on a 360-day year) accruing at the
Capitalized Interest Requirement Rate for such Distribution Date on
the aggregate amount on deposit in the Prefunding Account at the
end of the related Collection Period and with respect to the
July 2005 Distribution Date, an amount equal to 30 days of
interest (based on a 360-day year) accruing at the Capitalized
Interest Requirement Rate for such Distribution Date on the
aggregate amount on deposit in the Prefunding Account at the end of
the related Collection Period. With respect to the August 2005
Distribution Date and any Distribution Date thereafter,
zero.
Capitalized Interest Requirement
Rate : With respect to
the June 2005 and July 2005 Distribution Dates, a per
annum rate equal to the sum of (i) the Certificate Index for
such Distribution Date, (ii) the weighted average of the
Certificate Margins of the Group 6B Certificates for such
Distribution Date (weighted with respect to the Group 6
Subordinate Certificates based on the related portion of the
Group 6B Subordinate Balance), (iii) the weighted average of
the Expense Fee Rates of the Mortgage Loans in Loan Group 6B
for such Distribution Date and (iv) with respect to the
June 2005 Distribution Date, 0.35% and with respect to the
July 2005 Distribution Date, 0.70%.
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 and GreenPoint, the 7th calendar day
preceding such Distribution Date, or if such 7th calendar day is
not a Business Day, the Business Day immediately preceding such 7th
calendar day and (B) Wells Fargo, the Designated Servicers and the
Special Servicer, the 18th calendar day of the month in which
the Distribution Date occurs, or if such 18th calendar day is not a
Business Day, the Business Day immediately following such 18th
calendar day.
Certificate
: Any Certificates executed and
authenticated by the Trust Administrator on behalf of the Trustee
for the benefit of the Certificateholders in substantially the form
or forms attached as Exhibits A through G hereto.
Certificate Account
: The separate Eligible Account
created and maintained with the Trust Administrator, or any other
bank or trust company acceptable to the Rating Agencies which is
incorporated under the laws of the United States or any state
thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Trust Administrator, as agent
for the Trustee, on behalf of the Certificateholders or any other
account serving a similar function acceptable to the Rating
Agencies. Funds in the Certificate Account may (i) be held
uninvested without liability for interest or compensation thereon
or (ii) be invested at the direction of the Trust Administrator in
Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trust Administrator. Funds
deposited in the Certificate Account (exclusive of the amounts
permitted to be withdrawn pursuant to Section 3.08(b)) shall
be held in trust for the Certificateholders.
Certificate Balance
: With respect to any Certificate at
any date, the maximum dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal
to the Denomination thereof (i) minus all distributions of
principal and allocations of Realized Losses, including Excess
Losses or Applied Loss Amounts, as applicable, previously made or
allocated with respect thereto and, in the case of the
Class 6-A-2-2 Certificates and any Subordinate Certificates,
reduced by any such amounts allocated to such Class on prior
Distribution Dates pursuant to Section 4.02 and (ii) plus the
amount of any increase to the Certificate Balance of such
Certificate pursuant to Section 4.03.
With respect to each Class 6-X
Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an
amount equal to (i) the excess, if any, of (A) the Aggregate
Group 6 Collateral Balance as of such date of determination,
over (B) the then aggregate Class Principal Balance of the
Group 6A, Group 6B and Class M Certificates then
outstanding, which represents the sum of (i) the initial principal
balance of the REMIC IV Regular Interest 6-X-PO, as reduced by
Realized Losses allocated thereto and payments deemed made thereon,
and (ii) accrued and unpaid interest on the REMIC IV Regular
Interest 6-X-IO, as reduced by Realized Losses allocated
thereto.
Certificate Group
: Any of Certificate Group 1,
Certificate Group 2, Certificate Group 3, Certificate
Group 4, Certificate Group 5 or Certificate Group 6,
as applicable.
Certificate
Group 1 : Any of the
Certificates with a Class designation beginning with
“1” and relating to Loan Group 1.
Certificate
Group 2 : Any of the
Certificates with a Class designation beginning with
“2” and relating to Loan Group 2.
Certificate
Group 3 : Any of the
Certificates with a Class designation beginning with
“3” and relating to Loan Group 3.
Certificate
Group 4 : Any of the
Certificates with a Class designation beginning with
“4” and relating to Loan Group 4.
Certificate
Group 5 : Any of the
Certificates with a Class designation beginning with
“5” and relating to Loan Group 5.
Certificate
Group 6 : Any of the
Certificates with a Class designation beginning with
“6” and relating to Loan Group 6.
Certificateholder
or Holder : The Person
in whose name a Certificate is registered in the Certificate
Register.
Certificate Index
: With respect to each Distribution
Date and the LIBOR Certificates, the rate for one month United
States dollar deposits quoted on Telerate Page 3750 as of 11:00
A.M., London time, on the related Interest Determination Date
relating to each Class of LIBOR Certificates. If such rate
does not appear on such page (or such other page as may replace
that page on that service, or if such service is no longer offered,
such other service for displaying one month LIBOR or comparable
rates as may be reasonably selected by the Trust Administrator
after consultation with DLJMC), the rate will be the related
Reference Bank Rate. If no such quotations can be obtained and no
related Reference Bank Rate is available, the Certificate Index
with respect to the LIBOR Certificates will be the Certificate
Index applicable to such Certificates on the preceding Distribution
Date.
On the Interest Determination Date
immediately preceding each Distribution Date, the Trust
Administrator shall determine each Certificate Index for the
Accrual Period commencing on such Distribution Date and inform the
Master Servicer and each Servicer of such rate.
Certificate Margin
: As to each Class of LIBOR
Certificates, the applicable amount set forth below:
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3-A-1
|
0.100%
|
0.200%
|
|
6-A-1-1
|
0.220%
|
0.440%
|
|
6-A-1-2
|
0.290%
|
0.580%
|
|
6-A-2-1
|
0.230%
|
0.460%
|
|
6-A-2-2
|
0.280%
|
0.560%
|
|
6-M-1
|
0.450%
|
0.950%
|
|
6-M-2
|
0.750%
|
1.250%
|
|
6-M-3
|
1.250%
|
1.750%
|
|
6-M-4
|
2.100%
|
2.600%
|
___________
|
(1)
|
On and prior to the first Distribution Date on
which the Optional Termination for Loan Groups 1-5 or Loan
Group 6, as applicable, may occur.
|
|
(2)
|
After the first Distribution Date on which the
Optional Termination for Loan Groups 1-5 or Loan Group 6, as
applicable, may occur.
|
Certificate Register
: The register maintained pursuant
to Section 6.02(a) hereof.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class C-B Credit Support
Depletion Date : The
first Distribution Date on which the aggregate Class Principal
Balance of the Class C-B Certificates has been or will be
reduced to zero.
Class 3-A-1 Basis Risk Reserve
Fund : The separate
Eligible Account created and initially maintained by the Trust
Administrator pursuant to Section 4.09 in the name of the
Trust Administrator for the benefit of the Certificateholders and
designated “Wells Fargo Bank, N.A. in trust for registered
holders of Adjustable Rate Mortgage Trust 2005-5, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-5, Class
3-A-1 Certificates.” Funds in the Class 3-A-1 Basis Risk
Reserve Fund shall be held in trust for the Certificateholders for
the uses and purposes set forth in this Agreement. The Class 3-A-1
Basis Risk Reserve Fund will not be an asset of any REMIC.
Ownership of the Class 3-A-1 Basis Risk Reserve Fund is evidenced
by the Class 3-A-X Certificates.
Class 3-A-1 Cap
Rate : For any
Distribution Date and the Class 3-A-1 Certificates, will be
equal to the product of (a) the Net WAC Rate for Loan Group 3 for
that Distribution Date and (b) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in
the related Accrual Period.
Class 3-A-1 Interest Rate Cap
Agreement : The interest
rate cap agreement relating to the Class 3-A-1 Certificates
consisting of the ISDA Master Agreement and the Schedule dated as
of the Closing Date and the Confirmation thereto, between the
Trustee on behalf of the Trust and the Class 3-A-1 Interest
Rate Cap Counterparty, as such agreement may be amended and
supplemented in
accordance with its terms and any
replacement Class 3-A-1 Interest Rate Cap Agreement acceptable to
the Depositor and the Trustee.
Class 3-A-1 Interest Rate Cap
Agreement Notional Amount : The relevant notional amount for a Class 3-A-1
Interest Rate Cap Agreement Payment Date pursuant to the terms of
the Class 3-A-1 Interest Rate Cap Agreement.
Class 3-A-1 Interest Rate Cap
Agreement Payment Date :
With respect to the Class 3-A-1 Interest Rate Cap Agreement, the
25th day of each month, beginning in June 2005, to and including
the Distribution Date in February 2008, subject to the modified
following business day convention (within the meaning of the 2000
ISDA Definitions). After the related Termination Date, no payments
shall be made under the related Class 3-A-1 Interest Rate Cap
Agreement.
Class 3-A-1 Interest Rate
Cap Counterparty : Credit
Suisse First Boston International, or any successor in interest
thereto under the Class 3-A-1 Interest Rate Cap
Agreement.
Class 3-A-X Notional
Amount : For any
Distribution Date, the Class Principal Balance of the
Class 3-A-1 Certificates immediately prior to that
Distribution Date.
Class 3-A-2-1 TAC
Balance : For any
Distribution Date, the balance set forth next to such Distribution
Date in the schedule below:
|
|
|
|
|
|
June 2005
|
$19,430,000.00
|
November 2008
|
$12,106,214.40
|
|
July 2005
|
$19,430,000.00
|
December 2008
|
$11,657,929.49
|
|
August 2005
|
$19,430,000.00
|
January 2009
|
$11,217,961.78
|
|
September 2005
|
$19,430,000.00
|
February 2009
|
$10,786,157.23
|
|
October 2005
|
$19,430,000.00
|
March 2009
|
$10,362,364.64
|
|
November 2005
|
$19,430,000.00
|
April 2009
|
$ 9,946,435.64
|
|
December 2005
|
$19,430,000.00
|
May 2009
|
$ 9,538,224.56
|
|
January 2006
|
$19,430,000.00
|
June 2009
|
$ 9,137,588.47
|
|
February 2006
|
$19,430,000.00
|
July 2009
|
$ 8,744,387.04
|
|
March 2006
|
$19,430,000.00
|
August 2009
|
$ 8,358,482.57
|
|
April 2006
|
$19,430,000.00
|
September 2009
|
$ 7,979,739.89
|
|
May 2006
|
$19,430,000.00
|
October 2009
|
$ 7,608,026.34
|
|
June 2006
|
$19,430,000.00
|
November 2009
|
$ 7,243,211.70
|
|
July 2006
|
$19,430,000.00
|
December 2009
|
$ 6,885,168.17
|
|
August 2006
|
$19,430,000.00
|
January 2010
|
$ 6,533,770.32
|
|
September 2006
|
$19,430,000.00
|
February 2010
|
$ 6,188,895.02
|
|
October 2006
|
$19,430,000.00
|
March 2010
|
$ 5,850,421.43
|
|
November 2006
|
$19,430,000.00
|
April 2010
|
$ 5,518,230.96
|
|
December 2006
|
$19,430,000.00
|
May 2010
|
$ 5,192,207.19
|
|
January 2007
|
$19,430,000.00
|
June 2010
|
$ 4,872,235.86
|
|
February 2007
|
$19,430,000.00
|
July 2010
|
$ 4,558,204.83
|
|
March 2007
|
$19,430,000.00
|
August 2010
|
$ 4,250,004.04
|
|
April 2007
|
$19,430,000.00
|
September 2010
|
$ 3,947,525.45
|
|
May 2007
|
$19,430,000.00
|
October 2010
|
$ 3,650,663.03
|
|
June 2007
|
$19,430,000.00
|
November 2010
|
$ 3,359,312.71
|
|
July 2007
|
$19,430,000.00
|
December 2010
|
$ 3,073,372.34
|
|
August 2007
|
$19,430,000.00
|
January 2011
|
$ 2,792,741.67
|
|
September 2007
|
$19,430,000.00
|
February 2011
|
$ 2,517,322.31
|
|
October 2007
|
$19,430,000.00
|
March 2011
|
$ 2,247,017.66
|
|
November 2007
|
$18,839,514.55
|
April 2011
|
$ 1,981,732.95
|
|
December 2007
|
$18,192,286.76
|
May 2011
|
$ 1,721,375.12
|
|
January 2008
|
$17,557,078.19
|
June 2011
|
$ 1,465,852.88
|
|
February 2008
|
$16,933,666.38
|
July 2011
|
$ 1,215,076.58
|
|
March 2008
|
$16,358,824.15
|
August 2011
|
$ 968,958.27
|
|
April 2008
|
$15,794,992.66
|
September 2011
|
$ 727,411.60
|
|
May 2008
|
$15,205,664.47
|
October 2011
|
$ 490,351.83
|
|
June 2008
|
$14,627,283.51
|
November 2011
|
$ 257,695.80
|
|
July 2008
|
$14,059,647.16
|
December 2011
|
$ 29,361.86
|
|
August 2008
|
$13,502,556.53
|
January 2012
|
|
|
September 2008
|
$13,028,366.51
|
and thereafter
|
$ 0.00
|
|
October 2008
|
$12,562,973.44
|
|
|
Class 3-A-2-2 TAC
Balance : For any
Distribution Date, the balance set forth next to such Distribution
Date in the schedule below:
|
|
|
|
|
|
June 2005
|
$12,960,000.00
|
November 2008
|
$8,074,963.39
|
|
July 2005
|
$12,960,000.00
|
December 2008
|
$7,775,952.97
|
|
August 2005
|
$12,960,000.00
|
January 2009
|
$7,482,490.21
|
|
September 2005
|
$12,960,000.00
|
February 2009
|
$7,194,472.35
|
|
October 2005
|
$12,960,000.00
|
March 2009
|
$6,911,798.55
|
|
November 2005
|
$12,960,000.00
|
April 2009
|
$6,634,369.83
|
|
December 2005
|
$12,960,000.00
|
May 2009
|
$6,362,089.05
|
|
January 2006
|
$12,960,000.00
|
June 2009
|
$6,094,860.86
|
|
February 2006
|
$12,960,000.00
|
July 2009
|
$5,832,591.67
|
|
March 2006
|
$12,960,000.00
|
August 2009
|
$5,575,189.61
|
|
April 2006
|
$12,960,000.00
|
September 2009
|
$5,322,564.54
|
|
May 2006
|
$12,960,000.00
|
October 2009
|
$5,074,627.97
|
|
June 2006
|
$12,960,000.00
|
November 2009
|
$4,831,293.03
|
|
July 2006
|
$12,960,000.00
|
December 2009
|
$4,592,474.50
|
|
August 2006
|
$12,960,000.00
|
January 2010
|
$4,358,088.70
|
|
September 2006
|
$12,960,000.00
|
February 2010
|
$4,128,053.50
|
|
October 2006
|
$12,960,000.00
|
March 2010
|
$3,902,288.31
|
|
November 2006
|
$12,960,000.00
|
April 2010
|
$3,680,714.01
|
|
December 2006
|
$12,960,000.00
|
May 2010
|
$3,463,252.97
|
|
January 2007
|
$12,960,000.00
|
June 2010
|
$3,249,828.96
|
|
February 2007
|
$12,960,000.00
|
July 2010
|
$3,040,367.20
|
|
March 2007
|
$12,960,000.00
|
August 2010
|
$2,834,794.26
|
|
April 2007
|
$12,960,000.00
|
September 2010
|
$2,633,038.08
|
|
May 2007
|
$12,960,000.00
|
October 2010
|
$2,435,027.94
|
|
June 2007
|
$12,960,000.00
|
November 2010
|
$2,240,694.43
|
|
July 2007
|
$12,960,000.00
|
December 2010
|
$2,049,969.40
|
|
August 2007
|
$12,960,000.00
|
January 2011
|
$1,862,786.01
|
|
September 2007
|
$12,960,000.00
|
February 2011
|
$1,679,078.60
|
|
October 2007
|
$12,960,000.00
|
March 2011
|
$1,498,782.76
|
|
November 2007
|
$12,566,140.43
|
April 2011
|
$1,321,835.25
|
|
December 2007
|
$12,134,433.17
|
May 2011
|
$1,148,174.04
|
|
January 2008
|
$11,710,742.84
|
June 2011
|
$ 977,738.20
|
|
February 2008
|
$11,294,921.07
|
July 2011
|
$ 810,467.96
|
|
March 2008
|
$10,911,495.68
|
August 2011
|
$ 646,304.64
|
|
April 2008
|
$10,535,414.56
|
September 2011
|
$ 485,190.65
|
|
May 2008
|
$10,142,326.89
|
October 2011
|
$ 327,069.47
|
|
June 2008
|
$ 9,756,541.14
|
November 2011
|
$ 171,885.62
|
|
July 2008
|
$ 9,377,922.14
|
December 2011
|
$ 19,584.65
|
|
August 2008
|
$ 9,006,337.24
|
January 2012
|
|
|
September 2008
|
$ 8,690,047.87
|
and thereafter
|
$ 0.00
|
|
October 2008
|
$ 8,379,626.14
|
|
|
Class 6-M-1 Principal Payment
Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6A Senior
Certificates and the Group 6B Senior Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 6-M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 90.30% and (ii) the
Aggregate Group 6 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 6 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 6 Collateral Balance as of
the Initial Cut-off Date.
Class 6-M-2 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6A Senior
Certificates, Group 6B Senior Certificates and
Class 6-M-1 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 6-M-2 Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 94.90% and (ii) the Aggregate
Group 6 Collateral Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Group 6
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Group 6 Collateral Balance as of the Initial
Cut-off Date.
Class 6-M-3 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6A Senior
Certificates, Group 6B Senior Certificates, Class 6-M-1
and Class 6-M-2 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 6-M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 97.30% and (ii) the Aggregate
Group 6 Collateral Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Group 6
Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 6 Collateral Balance as
of the Initial Cut-off Date.
Class 6-M-4 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 6A Senior
Certificates, Group 6B Senior Certificates, Class 6-M-1,
Class 6-M-2 and Class 6-M-3 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class 6-M-4
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 99.00% and (ii)
the Aggregate Group 6 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 6 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 6 Collateral Balance as of
the Initial Cut-off Date.
Class 6-X Distributable
Amount : On the first
Distribution Date, the Class 6-X Distributable Amount shall be
equal to the excess of (a) the interest accruing on the
Group 6 Mortgage Loans (disregarding for purposes of
determining this rate any prepayments during the first Accrual
Period and continuing to treat such Mortgage Loans as outstanding)
over (b) the Current Interest due on the Group 6A Senior
Certificates, Group 6B Senior Certificates and Class M
Certificates on such Distribution Date. With respect to any
Distribution Date after the first Distribution Date and the
Class 6-X Certificates, to the extent of any Monthly Excess
Cashflow remaining on such Distribution Date after the distribution
of amounts pursuant to Section 4.01(II)(d)(i)-(xi), the sum of
(a) the amount of interest accrued during the related Accrual
Period on the Class 6-X Certificates (as described in the
Preliminary Statement) and (b) the Overcollateralization
Release Amount, if any, for such Distribution Date.
Class 6-X Notional
Amount : With respect to
the Class 6-X Certificates or REMIC IV Regular Interest
6-X-IO and any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Regular
Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT-Y6A and LT-Y6B
immediately prior to such Distribution Date, (which for
clarification is equal to the Aggregate Group 6 Collateral
Balance as of the first day of the related Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date)).
Class A
Certificates : As
specified in the Preliminary Statement.
Class C-B
Certificates : As
specified in the Preliminary Statement.
Class Interest
Shortfall : With respect
to any Distribution Date and Class of Group 1,
Group 2, Group 3, Group 4, Group 5 and
Class C-B Certificates, the amount by which the amount
described in clause (i) of the definition of Interest Distribution
Amount for such Class, exceeds the amount of interest actually
distributed on such Class on such Distribution
Date.
Class M
Certificates : The
Class 6-M-1, Class 6-M-2, Class 6-M-3 and
Class 6-M-4 Certificates.
Class Notional
Amount : The Class 3-A-X
Notional Amount or Class 6-X Notional Amount, as
applicable.
Class Principal
Balance : With respect to
any Class and as to any date of determination, the aggregate
of the Certificate Balances of all Certificates of such
Class as of such date.
Class Unpaid Interest
Amounts : With respect to
any Distribution Date and Class of interest bearing
Group 1, Group 2, Group 3, Group 4,
Group 5 and Class C-B Certificates, the amount by which
the aggregate Class Interest Shortfalls for such Class on
prior Distribution Dates exceeds the amount distributed on such
Class on prior Distribution Dates pursuant to clause (ii) of
the definition of Interest Distribution Amount.
Class Y Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Y Regular Interests will be
reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, determined as described
in Appendix A.
Class Y Regular
Interests : The
Class Y-1, Class Y-2, Class Y-3, Class Y-4,
Class Y-5, Class Y-6A and Class Y-6B Regular
Interests.
Class Y-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-1 Regular Interest on such Distribution
Date.
Class Y-1 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-2 Regular Interest on such Distribution
Date.
Class Y-2 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-3 Regular Interest on such Distribution
Date.
Class Y-3 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-4 Regular Interest on such Distribution
Date.
Class Y-4 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-5 Regular Interest on such Distribution
Date.
Class Y-5 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-6A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-6A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-6A Regular Interest on such Distribution
Date.
Class Y-6A Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-6A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-6A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Y-6B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-6B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-6B Regular Interest on such Distribution
Date.
Class Y-6B Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-6B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-6B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Z Regular Interests will be
reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, which shall be in each
case the excess of (A) the sum of (x) the excess of the REMIC I or
REMIC II Available Distribution Amount for the related
Group (i.e. the “related Group” for the
Class Z-1 Regular Interest is the Group 1 Loans, the
“related Group” for the Class Z-2 Regular Interest
is the Group 2 Loans, the “related Group” for the
Class Z-3 Regular Interest is the Group 3 Loans, the
“related Group” for the Class Z-4 Regular Interest
is the Group 4 Loans, the “related Group” for the
Class Z-5 Regular Interest is the Group 5 Loans, the
“related Group” for the Class Z-6A Regular
Interest is the Group 6A Loans and the “related
Group” for the Class Z-6B Regular Interest is the
Group 6B Loans) exclusive of any Recoveries included therein
over the amounts thereof distributable (i) in respect of
interest on such Class Z Regular Interest and the related
Class Y Regular Interest and (ii) in the case of the
Group 1 Loans, to the Class AR-L Certificates and (y) the
amount of Realized Losses allocable to principal for the related
Group over (B) the Class Y Principal Reduction
Amount for the related Group.
Class Z Regular
Interests : The
Class Z-1, Class Z-2, Class Z-3, Class Z-4,
Class Z-5, Class Z-6A and Class Z-6B Regular
Interests
Class Z-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-1 Regular Interest on such Distribution
Date.
Class Z-1 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-2 Regular Interest on such Distribution
Date.
Class Z-2 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-3 Regular Interest on such Distribution Date
.
Class Z-3 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-4 Regular Interest on such Distribution
Date.
Class Z-4 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-5 Regular Interest on such Distribution
Date.
Class Z-5 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-6A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-6A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-6A Regular Interest on such Distribution
Date.
Class Z-6A Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-6A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-6A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z-6B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-6B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-6B Regular Interest on such Distribution
Date.
Class Z-6B Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-6B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-6B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Clearing Agency
: An organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended, which initially shall
be DTC, the nominee of which is Cede & Co., as the registered
Holder of the Book Entry Certificates. The Clearing Agency shall at
all times be a “clearing corporation” as defined in
Section 8 102(a)(5) of the Uniform Commercial Code of the
State of New York.
Closing Date
: May 27, 2005.
Code : The Internal Revenue Code of 1986, as
amended.
Collection Account
: The accounts established and
maintained by a Servicer in accordance with
Section 3.05.
Collection Period
: With respect to each Distribution
Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commencement of
Foreclosure : The first
official action required under local law to commence foreclosure
proceedings or to schedule a trustee’s sale under a deed of
trust, including: (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose; or
(ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale.
Compensating Interest
Payment : For any
Distribution Date and the SPS Serviced Mortgage Loans, the lesser
of (i) the aggregate Servicing Fee payable to SPS in respect of the
SPS Serviced Mortgage Loans for such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage
Loans.
For any Distribution Date and the
GreenPoint Serviced Mortgage Loans, the lesser of (i) the
aggregate Servicing Fee payable to GreenPoint in respect of the
GreenPoint Serviced Mortgage Loans for such Distribution Date, and
(ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs and Curtailments with respect to the GreenPoint Serviced
Mortgage Loans.
For any Distribution Date and the
Wells Fargo Serviced Mortgage Loans, the lesser of (i) one
twelfth (1/12) of a percentage (which ranges from 0.25% to 0.375%)
of the aggregate Stated Principal Balance of the Wells Fargo
Serviced Mortgage Loans, as of the Due Date in the month of such
Distribution Date, and (ii) the aggregate Prepayment Interest
Shortfall allocable to Payoffs and Curtailments with respect to the
Wells Fargo Serviced Mortgage Loans.
For any Distribution Date and the
Master Servicer, the Compensating Interest Payment shall be equal
to:
(a) with
respect to the SPS Serviced Mortgage Loans, the excess of (i) the
Compensating Interest Payment required to be remitted by SPS for
such Distribution Date over (ii) the Compensating Interest Payment
actually remitted by SPS for such Distribution Date;
(b) with
respect to the Wells Fargo Serviced Mortgage Loans, the excess of
(i) the Compensating Interest Payment required to be remitted by
Wells Fargo for such Distribution Date over (ii) the
Compensating Interest Payment actually remitted by Wells Fargo for
such Distribution Date;
(c) with
respect to the GreenPoint Serviced Mortgage Loans, the excess of
(i) the Compensating Interest Payment required to be remitted by
GreenPoint for such Distribution Date over (ii) the amount of the
Compensating Interest Payment actually remitted by GreenPoint for
such Distribution Date;
(d) with
respect to the SunTrust Serviced Mortgage Loans, the excess of (i)
the Compensating Interest (as defined in the SunTrust Reconstituted
Servicing Agreement) required to be remitted by SunTrust on the
Remittance Date (as defined in the SunTrust Reconstituted Servicing
Agreement) relating to such Distribution Date over (ii) the
Compensating Interest (as defined in the SunTrust Reconstituted
Servicing Agreement) actually remitted by SunTrust on the
Remittance Date (as defined in the SunTrust Reconstituted 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 Wachovia Serviced Mortgage
Loans, the excess of (i) the Compensating Interest (as defined in
the Wachovia Servicing Agreement) required to be remitted by
Wachovia on the Monthly Remittance Date (as defined in the Wachovia
Servicing Agreement) relating to such Distribution Date over (ii)
the amount of Compensating Interest (as defined in the Wachovia
Servicing Agreement) actually remitted by Wachovia on the Monthly
Remittance Date (as defined in the Wachovia 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 60 Livingston Avenue, St. Paul, Minnesota
55107, Attention: Corporate Trust—Structured Finance. With
respect to the Trust Administrator, the designated office of the
Trust Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 9062 Old Annapolis Road, Columbia, MD
21045, Attention: CSFB ARMT 2005-5, 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 Street and Marquette Avenue,
Minneapolis, Minnesota 55479, Attention: CSFB ARMT
2005-5.
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 May 1, 2005
among DLJMC, Countrywide and the Master Serv |
