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 JUNE
1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-7
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-7
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.....................................................11
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES....74
SECTION 2.01.
Conveyance of Trust Fund..................................74
SECTION 2.02.
Acceptance by the Trustee.................................78
SECTION 2.03.
Representations and Warranties of the Seller,
Master Servicer and Servicers.............................79
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage Loans.....................................82
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.............................................82
SECTION 2.06.
Issuance of Certificates..................................83
SECTION 2.07.
REMIC Provisions..........................................83
SECTION 2.08.
Covenants of the Master Servicer and each Servicer........88
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
89
SECTION 3.01.
Servicers to Service Mortgage Loans.......................89
SECTION 3.02. Subservicing; Enforcement of the Obligations of
Subservicers..............................................91
SECTION 3.03.
Master Servicing by Master Servicer.......................93
SECTION 3.04.
Trustee to Act as Master Servicer or Servicer.............93
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts;
Certificate Account.......................................94
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges............97
SECTION 3.07.
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections...............................................98
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts
and Certificate Account...................................99
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.................................................101
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption
Agreements...............................................104
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.....................106
SECTION 3.12.
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files................................109
SECTION 3.13.
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust........................110
SECTION 3.14.
Servicing Fee; Indemnification of Master Servicer........111
SECTION 3.15.
Access to Certain Documentation..........................111
SECTION 3.16.
Annual Statement as to Compliance........................112
SECTION 3.17.
Annual Independent Public Accountants' Servicing
Statement; Financial Statements..........................112
SECTION 3.18. Maintenance of Fidelity Bond and Errors and
Omissions Insurance......................................114
SECTION 3.19.
Special Serviced Mortgage Loans..........................114
SECTION 3.20.
Indemnification of Servicers and Master Servicer.........115
SECTION 3.21.
Notification of Adjustments..............................115
SECTION 3.22.
Designated Mortgage Loans................................115
-i-
SECTION 3.23.
Assigned Prepayment Premiums.............................117
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS..................118
SECTION 4.01.
Priorities of Distribution...............................118
SECTION 4.02.
Allocation of Losses.....................................129
SECTION 4.03.
Recoveries...............................................131
SECTION 4.04.
Reserved.................................................131
SECTION 4.05.
Monthly Statements to Certificateholders.................131
SECTION 4.06.
Servicer to Cooperate....................................132
SECTION 4.07. Cross-Collateralization; Adjustments to Available
Funds....................................................132
SECTION 4.08.
Reserved.................................................133
SECTION 4.09.
Reserved.................................................133
SECTION 4.10.
Interest Rate Cap Account................................133
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS..................136
SECTION 5.01.
Advances by the Master Servicer and Servicers............136
ARTICLE VI
THE CERTIFICATES...............................................137
SECTION 6.01.
The Certificates.........................................137
SECTION 6.02. Registration of Transfer and Exchange of
Certificates.............................................138
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen Certificates........142
SECTION 6.04.
Persons Deemed Owners....................................143
SECTION 6.05. Access to List of Certificateholders' Names and
Addresses................................................143
SECTION 6.06.
Maintenance of Office or Agency..........................143
SECTION 6.07.
Book Entry Certificates..................................143
SECTION 6.08.
Notices to Clearing Agency...............................144
SECTION 6.09.
Definitive Certificates..................................144
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER,
THE SERVICERS AND THE SPECIAL SERVICER
146
SECTION 7.01.
Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the
Servicers and the Special Servicer.......................146
SECTION 7.02.
Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master
Servicer, the Servicers or the Special Servicer..........146
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...................................................147
SECTION 7.04. Master Servicer and Servicer Not to Resign;
Transfer of Servicing....................................147
SECTION 7.05. Master Servicer, Seller and Servicers May Own
Certificates.............................................149
SECTION 7.06.
Termination of Duties of the Back-Up Servicer............149
ARTICLE VIII
DEFAULT
150
SECTION 8.01.
Events of Default........................................150
SECTION 8.02.
Master Servicer or Trust Administrator to Act;
Appointment of Successor.................................153
SECTION 8.03.
Notification to Certificateholders.......................155
SECTION 8.04.
Waiver of Events of Default..............................155
ARTICLE IX
CONCERNING THE TRUSTEE.........................................155
SECTION 9.01.
Duties of Trustee........................................155
SECTION 9.02.
Certain Matters Affecting the Trustee....................157
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage
Loans....................................................158
SECTION 9.04.
Trustee May Own Certificates.............................158
SECTION 9.05.
Trustee's Fees and Expenses..............................159
SECTION 9.06.
Eligibility Requirements for Trustee.....................159
SECTION 9.07.
Resignation and Removal of Trustee.......................159
SECTION 9.08.
Successor Trustee........................................160
-ii-
SECTION 9.09.
Merger or Consolidation of Trustee.......................160
SECTION 9.10.
Appointment of Co-Trustee or Separate Trustee............161
SECTION 9.11.
Office of the Trustee....................................162
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR.............................163
SECTION 10.01. Duties of Trust
Administrator............................163
SECTION 10.02. Certain Matters Affecting the Trust
Administrator........164
SECTION 10.03. Trust Administrator Not Liable for Certificates or
Mortgage Loans...........................................166
SECTION 10.04. Trust Administrator May Own
Certificates.................166
SECTION 10.05. Trust Administrator' Fees and
Expenses..................166
SECTION 10.06. Eligibility Requirements for Trust
Administrator.........167
SECTION 10.07. Resignation and Removal of Trust
Administrator...........167
SECTION 10.08. Successor Trust
Administrator............................168
SECTION 10.09. Merger or Consolidation of Trust
Administrator...........169
SECTION 10.10. Appointment of Co-Trust Administrator or Separate
Trust Administrator......................................169
SECTION 10.11. Office of the Trust
Administrator........................170
SECTION 10.12. Tax
Return...............................................170
SECTION 10.13. Commission
Reporting.....................................170
SECTION 10.14. Determination of Certificate
Index.......................173
ARTICLE XI
TERMINATION....................................................174
SECTION 11.01. Termination upon Liquidation or Purchase of all
Mortgage Loans...........................................174
SECTION 11.02. Procedure Upon Optional
Termination......................175
SECTION 11.03. Additional Termination
Requirements......................176
ARTICLE XII
MISCELLANEOUS PROVISIONS
178
SECTION 12.01.
Amendment................................................178
SECTION 12.02. Recordation of Agreement;
Counterparts...................180
SECTION 12.03. Governing
Law............................................180
SECTION 12.04. Intention of
Parties.....................................180
SECTION 12.05.
Notices..................................................181
SECTION 12.06. Severability of
Provisions...............................182
SECTION 12.07. Limitation on Rights of
Certificateholders...............182
SECTION 12.08. Certificates Nonassessable and Fully
Paid................183
SECTION 12.09. Protection of
Assets.....................................183
SECTION 12.10.
Non-Solicitation.........................................184
ARTICLE XIII
SPS AND THE MASTER SERVICER
185
SECTION 13.01. Reports and
Notices......................................185
SECTION 13.02. Master Servicer' Oversight With Respect to the
SPS Mortgage Loans.......................................186
SECTION 13.03.
Termination..............................................186
SECTION 13.04. Liability and
Indemnification............................186
SECTION 13.05.
Confidentiality..........................................186
-iii-
EXHIBITS
|
Exhibit A:
|
Form of Class A
Certificate
|
A-1
|
|
Exhibit B:
|
Form of Class 7-M
Certificate
|
B-1
|
|
Exhibit C:
|
Form of Class C-B
Certificate
|
C-1
|
|
Exhibit D-1:
|
Form of Class AR
Certificate
|
D-1-1
|
|
Exhibit D-2:
|
Form of Class AR-L
Certificate
|
D-2-1
|
|
Exhibit E:
|
Form of Class P
Certificate
|
E-1
|
|
Exhibit F:
|
Form of Class 7-X
Certificate
|
F-1
|
|
Exhibit G:
|
Reserved
|
G-1
|
|
Exhibit H:
|
Form of Servicer
Information
|
H-1
|
|
Exhibit I:
|
Form of Trust Receipt and Initial
Certification
|
I-1
|
|
Exhibit J:
|
Form of Trust Receipt and Final
Certification
|
J-1
|
|
Exhibit K:
|
Form of Request for
Release
|
K-1
|
|
Exhibit L:
|
Form of Transferor
Certificate
|
L-1
|
|
Exhibit M-1:
|
Form of Investment
Letter
|
M-1-1
|
|
Exhibit M-2:
|
Form of Rule 144A
Letter
|
M-2-1
|
|
Exhibit N:
|
Form of Investor Transfer
Affidavit and Agreement
|
N-1
|
|
Exhibit O:
|
Form of Transfer
Certificate
|
O-1
|
|
Exhibit P:
|
Form of SPS Mortgage Loans
Report
|
P-1-1
|
|
Exhibit Q:
|
Form of Foreclosure Settlement
Statement
|
Q-1
|
|
Exhibit R:
|
[Reserved]
|
R-1
|
|
Exhibit S:
|
Form of Monthly Statement to
Certificateholders
|
S-1
|
|
Exhibit T:
|
Form of Depositor
Certification
|
T-1
|
|
Exhibit U:
|
Form of Trust Administrator
Certification
|
U-1
|
|
Exhibit V-1:
|
Form of Master Servicer
Certification
|
V-1-1
|
|
Exhibit V-2:
|
Form of Servicer
Certification
|
V-2-1
|
|
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 June 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 Agreement) that is hereby conveyed to the Trustee in
return for the Certificates. The Trust Fund (exclusive of any
entitlement to Assigned Prepayment Premiums, the Interest Rate Cap
Agreement and the assets held in the Interest Rate Cap Account) for
federal income tax purposes shall consist of four REMICs (referred
to as “REMIC I,” “REMIC II,”
“REMIC III” and
“REMIC IV”).
REMIC
I
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 1, Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans and
certain other related assets (exclusive of any entitlement to
Assigned Prepayment Premiums, the Interest Rate Cap Agreement and
the assets held in the Interest Rate Cap 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)
|
$ 19,107.02
|
October 2035
|
|
Class Y-2
|
Regular
|
Variable(2)
|
$ 79,793.27
|
October 2035
|
|
Class Y-3
|
Regular
|
Variable(3)
|
$ 24,687.48
|
October 2035
|
|
Class Y-4
|
Regular
|
Variable(4)
|
$ 80,127.02
|
October 2035
|
|
Class Y-5
|
Regular
|
Variable(5)
|
$ 28,620.88
|
October 2035
|
|
Class Y-6
|
Regular
|
Variable(6)
|
$ 124,445.02
|
October 2035
|
|
Class Z-1
|
Regular
|
Variable(1)
|
$ 38,195,924.35
|
October 2035
|
|
Class Z-2
|
Regular
|
Variable(2)
|
$ 159,510,886.33
|
October 2035
|
|
Class Z-3
|
Regular
|
Variable(3)
|
$ 49,350,263.46
|
October 2035
|
|
Class Z-4
|
Regular
|
Variable(4)
|
$ 160,263,859.16
|
October 2035
|
|
Class Z-5
|
Regular
|
Variable(5)
|
$ 57,214,625.49
|
October 2035
|
|
Class Z-6
|
Regular
|
Variable(6)
|
$ 248,772,056.16
|
October 2035
|
|
Component I of the
Class AR-L
|
Residual
|
Variable(1)
|
$ 50.00
|
October 2035
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC I Regular and Residual Interests,
the “latest possible maturity date” shall be the Final
Maturity Date.
|
|
|
(1) Interest
distributed to the REMIC I Regular Interests Y-1 and Z-1 and
Component I of the Class AR-L Certificates on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 1 Loans on the applicable
Uncertificated Principal Balance or Class Principal Balance
outstanding immediately before such Distribution Date.
|
|
|
(2) Interest distributed to the REMIC I Regular
Interests Y-2 and Z-2 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 2 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(3) Interest distributed to the REMIC I Regular
Interests Y-3 and Z-3 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 3 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(4) Interest distributed to the REMIC I Regular
Interests Y-4 and Z-4 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 4 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(5) Interest distributed to the REMIC I Regular
Interests Y-5 and Z-5 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 5 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(6) Interest distributed to the REMIC I Regular
Interests Y-6 and Z-6 on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
|
|
|
|
|
|
REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 7 Mortgage Loans and certain
other related assets (exclusive of any entitlement to Assigned
Prepayment Premiums, the Interest Rate Cap Agreement and the assets
held in the Interest Rate Cap 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-7A
|
Regular
|
Variable(1)
|
$ 52,031.67
|
October 2035
|
|
Class Y-7B
|
Regular
|
Variable(2)
|
$ 156,041.12
|
October 2035
|
|
Class Z-7A
|
Regular
|
Variable(1)
|
$ 104,011,315.51
|
October 2035
|
|
Class Z-7B
|
Regular
|
Variable(2)
|
$ 313,585,232.71
|
October 2035
|
|
Component II of the
Class AR-L
|
Regular
|
N/A
|
$ 0.00
|
October 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-7A and Z-7A on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 7A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(2) Interest distributed to the REMIC II
Regular Interests Y-7B and Z-7B on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 7B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
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 Agreement and the assets held in the Interest
Rate Cap 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)
|
$ 32,330,000.00
|
October 2035
|
|
Class 1-A-2L
|
Regular
|
Variable(1)
|
$ 3,592,000.00
|
October 2035
|
|
Class 2-A-1L
|
Regular
|
Variable(2)
|
$ 115,500,000.00
|
October 2035
|
|
Class 2-A-2-1L
|
Regular
|
Variable(2)
|
$ 32,440,000.00
|
October 2035
|
|
Class 2-A-2-2L
|
Regular
|
Variable(2)
|
$ 2,075,000.00
|
October 2035
|
|
Class 3-A-1L
|
Regular
|
Variable(3)
|
$ 43,625,000.00
|
October 2035
|
|
Class 3-A-2L
|
Regular
|
Variable(3)
|
$ 2,785,000.00
|
October 2035
|
|
Class 4-A-1L
|
Regular
|
Variable(4)
|
$ 141,680,000.00
|
October 2035
|
|
Class 4-A-2L
|
Regular
|
Variable(4)
|
$ 9,045,000.00
|
October 2035
|
|
Class 5-A-1L
|
Regular
|
Variable(5)
|
$ 53,810,000.00
|
October 2035
|
|
Class 6-A-1L
|
Regular
|
Variable(6)
|
$ 233,965,000.00
|
October 2035
|
|
Class C-B-1L
|
Regular
|
Variable(7)
|
$ 18,910,000.00
|
October 2035
|
|
Class C-B-2L
|
Regular
|
Variable(7)
|
$ 8,920,000.00
|
October 2035
|
|
Class C-B-3L
|
Regular
|
Variable(7)
|
$ 3,570,000.00
|
October 2035
|
|
Class C-B-4L
|
Regular
|
Variable(7)
|
$ 1,425,000.00
|
October 2035
|
|
Class C-B-5L
|
Regular
|
Variable(7)
|
$ 1,425,000.00
|
October 2035
|
|
Class C-B-6L
|
Regular
|
Variable(7)
|
$ 2,850,000.00
|
October 2035
|
|
Class C-B-7L
|
Regular
|
Variable(7)
|
$ 3,565,000.00
|
October 2035
|
|
Class C-B-8L
|
Regular
|
Variable(7)
|
$ 2,152,391.00
|
October 2035
|
|
Class LT-1
|
Regular
|
Variable(8)
|
$ 103,993,740.50
|
October 2035
|
|
Class LT-2
|
Regular
|
Variable(8)
|
$ 3,237.66
|
October 2035
|
|
Class LT-3
|
Regular
|
0.00%
|
$ 7,168.67
|
October 2035
|
|
Class LT-4
|
Regular
|
Variable(9)
|
$ 7,168.67
|
October 2035
|
|
Class LT-5
|
Regular
|
Variable(10)
|
$ 313,532,222.44
|
October 2035
|
|
Class LT-6
|
Regular
|
Variable(10)
|
$ 9,737.99
|
October 2035
|
|
Class LT-7
|
Regular
|
0.00%
|
$ 21,636.14
|
October 2035
|
|
Class LT-8
|
Regular
|
Variable(11)
|
$ 21,636.14
|
October 2035
|
|
Class LT-Y7A
|
Regular
|
Variable(12)
|
$ 52,031.67
|
October 2035
|
|
Class LT-Y7B
|
Regular
|
Variable(13)
|
$ 156,041.12
|
October 2035
|
|
Component I of the Class AR
|
Residual
|
Variable(1)
|
$ 50.00
|
October 2035
|
|
|
|
|
|
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC III Regular and Residual
Interests, the “latest possible maturity date” shall be
the Final Maturity Date.
|
|
(1) Interest
distributed to the REMIC III Regular Interest 1-A-1L and
Component I of the Class AR Certificates on each Distribution
Date will have accrued at the weighted average of the Net Mortgage
Rates for the Group 1 Loans on the applicable Uncertificated
Principal Balance or Class Principal Balance outstanding
immediately before such Distribution Date.
|
|
(2) Interest distributed to the REMIC III
Regular Interest 2-A-1L, 2-A-2-1L and 2-A-2-2L 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 and 3-A-2L 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 and 4-A-2L on each Distribution Date will
have accrued at the weighted average of the Net Mortgage Rates for
the Group 4 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(5) Interest distributed to the REMIC III
Regular Interest 5-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 5 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(6) Interest distributed to the REMIC III
Regular Interest 6-A-1L on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 6 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(7) Interest distributed to the REMIC III
Regular Interests C-B-1L, C-B-2L, C-B-3L, C-B-4L, C-B-5L, C-B-6L,
C-B-7L and C-B-8L on each Distribution Date will have accrued at
the weighted average of (a) the weighted average of the Net
Mortgage Rates for the Group 1 Loans, (b) the weighted average
of the Net Mortgage Rates for the Group 2 Loans, (c) the
weighted average of the Net Mortgage Rates for the Group 3
Loans, (d) the weighted average of the Net Mortgage Rates for the
Group 4 Loans, (e) the weighted average of the Net Mortgage
Rates for the Group 5 Loans, and (f) the weighted average of
the Net Mortgage Rates for the Group 6 Loans, weighted on the
basis of the Subordinate Component Balances of the respective Loan
Groups, on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date, which is
equal to the weighted average of the interest rates on the
Class Y-1, Class Y-2, Class Y-3, Class Y-4,
Class Y-5 and Class Y-6 REMIC I Regular Interests
weighted on the basis of their respective principal
balances
|
|
(8) Interest distributed to the REMIC III
Regular Interests LT-1 and LT-2 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 7A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date
|
|
(9) Interest distributed to the REMIC III
Regular Interest LT-4 on each Distribution Date will have accrued
at twice the weighted average of the Net Mortgage Rates for the
Group 7A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(10) Interest distributed to the REMIC III
Regular Interests LT-5 and LT-6 on each Distribution Date will have
accrued at the weighted average of the Net Mortgage Rates for the
Group 7B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(11) 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 7B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(12) Interest distributed to the REMIC III
Regular Interest LT-Y7A on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 7A Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
(13) Interest distributed to the REMIC III
Regular Interest LT-Y7B on each Distribution Date will have accrued
at the weighted average of the Net Mortgage Rates for the
Group 7B Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
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
|
$ 32,330,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 3,592,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$ 115,500,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 2-A-2-1
|
$ 32,440,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 2-A-2-2
|
$ 2,075,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 2-A-X
|
Notional(3)
|
Variable(4)
|
$100,000
|
$1
|
|
Class 3-A-1
|
$ 43,625,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 3-A-2
|
$ 2,785,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 4-A-1
|
$ 141,680,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 4-A-2
|
$ 9,045,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$ 53,810,000.00
|
Variable(7)
|
$25,000
|
$1
|
|
Class 6-A-1
|
$ 233,965,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 7-A-1-1
|
$ 86,040,000.00
|
Variable(9)
|
$25,000
|
$1
|
|
Class 7-A-1-2
|
$ 9,560,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 7-A-2-1
|
$ 259,500,000.00
|
Variable(11)
|
$25,000
|
$1
|
|
Class 7-A-2-2
|
$ 28,860,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class 7-M-1
|
$ 15,670,000.00
|
Variable(13)
|
$25,000
|
$1
|
|
Class 7-M-2
|
$ 9,610,000.00
|
Variable(14)
|
$25,000
|
$1
|
|
Class 7-M-3
|
$ 5,010,000.00
|
Variable(15)
|
$25,000
|
$1
|
|
Class 7-M-4
|
$ 3,554,000.00
|
Variable(16)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 18,910,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 8,920,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 3,570,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 1,425,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 1,425,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 2,850,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-7
|
$ 3,565,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class C-B-8
|
$ 2,152,391.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class 7-X
|
$ 621.01(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, Class 2-A-2-1 and
Class 2-A-2-2 Certificates shall be a per annum rate equal to
the Net WAC Rate for Loan Group 2 for that Distribution Date,
less the Class 2-A-X Pass-Through Rate for such Distribution
Date.
|
|
(3)
|
These certificates will not receive any
distributions of principal, but will accrue interest on the
Class 2-A-X Notional Amount. The initial Class 2-A-X
Notional Amount will be $150,015,000.
|
|
(4)
|
The Pass-Through Rate on the Class 2-A-X
Certificates for each Distribution Date to and including the April
2010 Distribution Date will equal 0.2724% per annum. After the
April 2010 Distribution Date, the Pass Through Rate for the
Class 2-A-X Certificates will equal 0.0000% per
annum.
|
|
(5)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 3-A-1 and Class 3-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 3 for that Distribution Date.
|
|
(6)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 4-A-1 and Class 4-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 4 for that Distribution Date.
|
|
(7)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 5-A-1 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 5 for
that Distribution Date.
|
|
(8)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 6-A-1 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 6 for
that Distribution Date.
|
|
(9)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-A-1-1 Certificates is 3.580%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-A-1-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7A Net Funds Cap and
(c) 11.00%.
|
|
(10)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-A-1-2 Certificates is 3.650%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-A-1-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7A Net Funds Cap and
(c) 11.00%.
|
|
(11)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-A-2-1 Certificates is 3.580%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-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 7B Net Funds Cap and
(c) 11.00%.
|
|
(12)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-A-2-2 Certificates is 3.650%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-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 7B Net Funds Cap and
(c) 11.00%.
|
|
(13)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-M-1 Certificates is 3.830%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-M-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(14)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-M-2 Certificates is 4.100%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-M-2 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(15)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-M-3 Certificates is 4.580%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-M-3 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(16)
|
The Pass-Through Rate for the July 2005
Distribution Date for the Class 7-M-4 Certificates is 5.530%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 7-M-4 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate Index and
the applicable Certificate Margin for such Distribution Date,
(b) the applicable Group 7 Subordinate Net Funds Cap and
(c) 11.00%.
|
|
(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, Class C-B-7 and Class C-B-8
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,
(v) the product of (x) the Net WAC Rate of Loan Group 5
for that Distribution Date and (y) the Subordinate
Component Balance for Loan Group 5 immediately prior to
such Distribution Date, and (vi) the product of (x) the Net
WAC Rate of Loan Group 6 for that Distribution Date and (y)
the Subordinate Component Balance for Loan Group 6
immediately prior to such Distribution Date, divided by
(b) the aggregate of the Subordinate Component Balances
for Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 and Loan Group 6 immediately
prior to such Distribution Date.
|
|
(18)
|
The Class 7-X Certificates will not accrue
interest on their Class Principal Balance. With the exception
of the first Distribution Date (as provided in footnote 19 below),
the Class 7-X Certificates accrue interest on the
Class 7-X Notional Amount.
|
|
(19)
|
The Class 7-X Certificates will be
comprised of two REMIC IV regular interests, a principal only
regular interest designated 7-X-PO and an interest only regular
interest designated 7-X-IO, which will be entitled to distributions
as set forth herein. On each Distribution Date, the Class 7-X
Certificates shall be entitled to the Class 7-X Distributable
Amount. With respect to any Distribution Date after the first
distribution date, interest accrued on the Class 7-X
Certificates during the related Accrual Period shall equal interest
at the related Pass-Through Rate on the Class 7-X Notional
Amount immediately prior to such Distribution Date, in each case
reduced by any interest shortfalls with respect to the Mortgage
Loans in the related Loan Group including Prepayment Interest
Shortfalls to the extent not covered by Compensating Interest
Payments. The Pass-Through Rate for the Class 7-X Certificates
or the REMIC IV Regular Interest 7-X-IO for any Distribution
Date shall equal a per annum rate equal to the percentage
equivalent of a fraction, the numerator of which is the product of
(a) 30 and (b) the sum of the amounts calculated pursuant to
clauses (i) through (iv) below, and the denominator of
which is the product of (a) the actual number of days in the
related Accrual Period and (b) the aggregate principal balance of
the REMIC III Regular Interests LT1, LT2, LT3, LT4, LT5, LT6,
LT7, LT8, LT-Y7A and LT-Y7B. For purposes of calculating the
Pass-Through Rate for the Class 7-X Certificates, the
numerator is equal to the sum of the following
components:
|
|
|
(i)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT1 and LT-Y7A minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT1 and LT-Y7A;
|
|
|
(ii)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT2 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT2;
|
|
|
(iii)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT4 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT4;
|
|
|
(iv)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interests LT5 and LT-Y7B minus the Marker
Rate, applied to a notional amount equal to the aggregate
Uncertificated Principal Balance of REMIC III Regular
Interests LT5 and LT-Y7B;
|
|
|
(v)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT6 minus the Marker Rate, applied
to a notional amount equal to the Uncertificated Principal Balance
of REMIC III Regular Interest LT6; and
|
|
|
(vi)
|
the Uncertificated Pass-Through Rate for
REMIC III Regular Interest LT8 minus twice the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal
Balance of REMIC III Regular Interest LT8.
|
|
|
|
|
|
Accrued interest on the
Class 7-X Certificates shall accrue on the basis of a 360-day
year and the actual number of days in the related Accrual Period.
Payments to any Class of Group 7 Certificates in respect
of Basis Risk Shortfalls from the Group 7 shall be deemed to
have first been distributed from REMIC IV to the holders of
the Class 7-X Certificates in respect of the Class 7-X-IO
REMIC IV Regular Interest and then paid by such holders to
such Class of Group 7 Certificates.
|
(20)
|
The Class 7-X Certificates will be issued
in certificated, fully-registered form in minimum denominations of
20% of the Percentage Interest therein and increments of 10% in
excess thereof.
|
|
(21)
|
The Class P Certificates will not have a
Class Principal Balance. The Class P Certificates shall have
an initial notional balance of $1,131,469,111.65 and will be
entitled to distributions of Assigned Prepayment Premiums only.
Such entitlement shall not be an interest in any REMIC created
hereunder.
|
|
(22)
|
The Class P Certificates will be issued in
certificated, fully-registered form in minimum denominations of 20%
of the Percentage Interest therein and increments of 10% in excess
thereof.
|
|
(23)
|
The Class AR Certificates are not
themselves issued by REMIC IV, instead, the Class AR
Certificates will represent ownership of two REMIC residual
interests – Component I of the Class AR (which is
the residual interest in REMIC III) and Component II of
the Class AR (which is the residual interest in
REMIC IV).
|
|
(24)
|
The Class AR Certificates are issued in
minimum Percentage Interests of 20%.
|
|
For the avoidance of doubt, the
Trust Administrator shall account for any interest amount due to a
Certificateholder in excess of the interest rate on the REMIC
regular interest issued by REMIC IV corresponding to such
Certificate as part of the payment made to the Class 7-X
Certificates, to the extent it is entitled to funds from the REMIC,
and then paid outside of the REMIC pursuant to a separate
contractual right to such Certificateholder.
The foregoing REMIC structure is
intended to cause all of the cash from the Mortgage Loans to flow
through to REMIC IV as cash flow on a REMIC regular interest,
without creating any shortfall—actual or potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the structure is believed to diverge from such
intention the Trust Administrator shall resolve ambiguities to
accomplish such result and shall to the extent necessary rectify
any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to
accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
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Book-Entry
Certificates
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All
Classes of Certificates other than the Physical
Certificates.
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Class A Certificates
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The
Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6, Group 7A and Group 7B
Certificates.
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Class C-B Certificates
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The
Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5, Class C-B-6,
Class C-B-7 and Class C-B-8 Certificates.
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Class M Certificates
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The
Class 7-M-1, Class 7-M-2, Class 7-M-3 and
Class 7-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, Class 2-A-2-1, Class 2-A-2-2 and
Class 2-A-X Certificates.
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Group 3 Certificates
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The
Class 3-A-1 and Class 3-A-2 Certificates.
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Group 4 Certificates
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The
Class 4-A-1 and Class 4-A-2 Certificates.
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Group 5 Certificates
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The
Class 5-A-1 Certificates.
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Group 6 Certificates
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The
Class 6-A-1 Certificates.
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Group 7 Certificates
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The
Group 7A, Group 7B, Class 7-X and Class M
Certificates.
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Group 7A Certificates
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The
Class 7-A-1-1 and Class 7-A-1-2 Certificates.
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Group 7B Certificates
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The
Class 7-A-2-1 and Class 7-A-2-2 Certificates.
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LIBOR
Certificates
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The
Group 7A, Group 7B and Class M
Certificates.
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Notional
Amount Certificates
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The
Class 2-A-X Certificates and Class 7-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-6, Class C-B-7, Class C-B-8,
Class 7-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, Class C-B and
Class 7-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 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 HSBC Serviced
Mortgage Loan, the payment required to be made by (i) HSBC with
respect to any Distribution Date pursuant to Subsection 11.21
of Exhibit 9 of the HSBC 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.
With respect to any National City
Serviced Mortgage Loan, the payment required to be made by (i)
National City on the Remittance Date (as defined in the National
City Reconstituted Servicing Agreement) relating to any
Distribution Date pursuant to Section 5.03 of the National
City Underlying Servicing Agreement or (ii) the Master Servicer
with respect to any Distribution Date pursuant to
Section 3.22(b) of this Agreement.
With respect to any IndyMac Serviced
Mortgage Loan, the payment required to be made by (i) IndyMac on
the Remittance Date (as defined in the IndyMac Reconstituted
Servicing Agreement) relating to any Distribution Date pursuant to
Section 5.03 of the IndyMac Underlying Servicing Agreement or (ii)
the Master Servicer with respect to any Distribution Date pursuant
to Section 3.22(b) of this Agreement.
Adverse REMIC Event
: As defined in
Section 2.07(f).
Adjustment Date
: With respect to each Mortgage
Loan, each adjustment date on which the Mortgage Rate thereon
changes pursuant to the related Mortgage Note. The first Adjustment
Date following the Cut-off Date as to each such Mortgage Loan is
set forth in the Mortgage Loan Schedule.
Aggregate Groups 1-6
Collateral Balance : With
respect to any date of determination, will be equal to the sum of
the Aggregate Loan Group Balances for Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5 and Loan Group 6 as of such date of
determination.
Aggregate Group 7 Collateral
Balance : With respect to
any date of determination, will be equal to the sum of the
Aggregate Loan Group Balances for Loan Group 7A and Loan
Group 7B 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.
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 7 Certificates, the excess, if
any, of (i) the aggregate Class Principal Balances of the
Group 7 Certificates (other than the related Notional Amount
Certificates), after giving effect to all Realized Losses with
respect to the Mortgage Loans in Loan Group 7 during the
Collection Period for such Distribution Date and payments of
principal on such Distribution Date over (ii) the Aggregate
Group 7 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 June 1, 2005,
by and between DLJ Mortgage Capital, Inc., as assignor, and the
Depositor, as assignee, relating to the Mortgage Loans.
Assignment of Proprietary
Lease : With respect to a
Cooperative Loan, the assignment or mortgage of the related
Proprietary Lease from the Mortgagor to the originator of the
Cooperative Loan.
Available Distribution
Amount : With respect to
any Distribution Date and each of Group 1, Group 2,
Group 3, Group 4, Group 5 and Group 6 the sum
of:
(i)
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;
(vi)
all Recoveries, if any;
and
(vii)
the portion of the Mortgage Loan
Purchase Price related to such Loan Group paid in connection
with an Optional Termination up to the amount of the Par Value for
such Loan Group;
in the case of
clauses (i) through (iv) above reduced by amounts in
reimbursement for Advances previously made and other amounts as to
which the Trustee, the Trust Administrator, a Servicer or the
Master Servicer is entitled to be reimbursed pursuant to
Section 3.08 in respect of the related Mortgage Loans or
otherwise.
Back-Up Servicer
: Wells Fargo Bank, National
Association, acting in its capacity as back-up servicer for the SPS
Serviced Loans hereunder, or its successors in interest, as
applicable.
Bankruptcy Code
: The United States Bankruptcy Code,
as amended from time to time (11 U.S.C. §§ 101 et
seq .).
Bankruptcy Coverage Termination
Date : The point in time
at which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that Loan
Group incurred as a result of a Deficient Valuation or Debt
Service Reduction.
Bankruptcy Loss Coverage
Amount : As of any
Determination Date, the Bankruptcy Loss Coverage Amount shall equal
the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the
aggregate amount of Bankruptcy Losses allocated to the
Class C-B Certificates since the Cut-off Date and (ii) any
permissible reductions in the Bankruptcy Loss Coverage Amount as
evidenced by a letter of each Rating Agency to the Trust
Administrator to the effect that any such reduction will not result
in a downgrading, or otherwise adversely affect, of the then
current ratings assigned to such Classes of Certificates rated by
it.
Basis Risk Shortfall
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (i) the excess,
if any, of (a) the related Current Interest calculated on the basis
of the least of (x) the applicable Certificate Index plus the
applicable Certificate Margin, (y) the Maximum Interest Rate and
(z) 11.00% over (b) the related Current Interest for the
applicable Distribution Date, (ii) any amount described in clause
(i) remaining unpaid from prior Distribution Dates, and (iii)
interest on the amount in clause (ii) for the related Accrual
Period calculated at a per annum rate equal to the least of
(x) the applicable Certificate Index plus the applicable
Certificate Margin, (y) the applicable Maximum Interest Rate and
(z) 11.00%.
Beneficial Holder
: A Person holding a beneficial
interest in any Certificate through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any
Definitive Certificate.
Book-Entry
Certificates : As
specified in the Preliminary Statement.
Book-Entry Form
: Any Certificate held through the
facilities of the Depository.
Business Day
: Any day other than (i) a Saturday
or a Sunday, or (ii) a day on which banking institutions in New
York or the state in which the office of the Master Servicer or any
Servicer or the Corporate Trust Office of the Trustee or Trust
Administrator are located are authorized or obligated by law or
executive order to be closed.
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 7-A-1-1 Certificates, Class 7-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 7-X
Certificate, on any date of determination, an amount equal to the
Percentage Interest evidenced by such Certificate multiplied by an
amount equal to (i) the excess, if any, of (A) the Aggregate
Group 7 Collateral Balance as of such date of determination,
over (B) the then aggregate Class Principal Balance of the
Group 7A, Group 7B and Class M Certificates then
outstanding, which represents the sum of (i) the initial principal
balance of the REMIC IV Regular Interest 7-X-PO, as reduced by
Realized Losses allocated thereto and payments deemed made thereon,
and (ii) accrued and unpaid interest on the REMIC IV Regular
Interest 7-X-IO, as reduced by Realized Losses allocated
thereto.
Certificate Group
: Any of Certificate Group 1,
Certificate Group 2, Certificate Group 3, Certificate
Group 4, Certificate Group 5, Certificate Group 6 or
Certificate Group 7, as applicable.
Certificate
Group 1 : Any of the
Certificates with a Class designation beginning with
“1” and relating to Loan Group 1.
Certificate
Group 2 : Any of the
Certificates with a Class designation beginning with
“2” and relating to Loan Group 2.
Certificate
Group 3 : Any of the
Certificates with a Class designation beginning with
“3” and relating to Loan Group 3.
Certificate
Group 4 : Any of the
Certificates with a Class designation beginning with
“4” and relating to Loan Group 4.
Certificate
Group 5 : Any of the
Certificates with a Class designation beginning with
“5” and relating to Loan Group 5.
Certificate
Group 6 : Any of the
Certificates with a Class designation beginning with
“6” and relating to Loan Group 6.
Certificate
Group 7 : Any of the
Certificates with a Class designation beginning with
“7” and relating to Loan Group 7.
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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7-A-1-1
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0.250%
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0.500%
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7-A-1-2
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0.320%
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0.640%
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7-A-2-1
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0.250%
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0.500%
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7-A-2-2
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0.320%
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0.640%
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7-M-1
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0.500%
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1.000%
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7-M-2
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0.770%
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1.270%
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7-M-3
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1.250%
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1.750%
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7-M-4
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2.200%
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2.700%
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___________
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(1)
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On and prior to the first Distribution Date on
which the Optional Termination for Loan Group 7 may
occur.
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(2)
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After the first Distribution Date on which the
Optional Termination for Loan Group 7 may occur.
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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 2-A-X Notional
Amount : For any
Distribution Date, the Class Principal Balance of the
Class 2-A-1, Class 2-A-2-1 and Class 2-A-2-2
Certificates immediately prior to that Distribution
Date.
Class 7-M-1 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 7A Senior
Certificates and the Group 7B Senior Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 7-M-1
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 90.00% and
(ii) the Aggregate Group 7
Collateral Balance for such Distribution Date and (B) the amount,
if any, by which (i) the Aggregate Group 7 Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 7 Collateral Balance as of the Cut-off Date.
Class 7-M-2 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 7A Senior
Certificates, Group 7B Senior Certificates and
Class 7-M-1 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 7-M-2 Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 94.60% and (ii) the Aggregate
Group 7 Collateral Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Group 7
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Group 7 Collateral Balance as of the Cut-off
Date.
Class 7-M-3 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 7A Senior
Certificates, Group 7B Senior Certificates, Class 7-M-1
and Class 7-M-2 Certificates, in each case, after giving
effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class 7-M-3 Certificates
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 97.00% and (ii) the Aggregate
Group 7 Collateral Balance for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Group 7
Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 7 Collateral Balance as
of the Cut-off Date.
Class 7-M-4 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of (i) the
aggregate Class Principal Balance of the Group 7A Senior
Certificates, Group 7B Senior Certificates, Class 7-M-1,
Class 7-M-2 and Class 7-M-3 Certificates, in each case,
after giving effect to payments on such Distribution Date and (ii)
the Class Principal Balance of the Class 7-M-4
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 98.70% and (ii)
the Aggregate Group 7 Collateral Balance for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Group 7 Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Group 7 Collateral Balance as of
the Cut-off Date.
Class 7-X Distributable
Amount : On the first
Distribution Date, the Class 7-X Distributable Amount shall be
equal to the excess of (a) the interest accruing on the
Group 7 Mortgage Loans (disregarding for purposes of
determining this rate any prepayments during the first Accrual
Period and continuing to treat such Mortgage Loans as outstanding)
over (b) the Current Interest due on the Group 7A Senior
Certificates, Group 7B Senior Certificates and Class M
Certificates on such Distribution Date. With respect to any
Distribution Date after the first Distribution Date and the
Class 7-X Certificates, to the extent of any Monthly Excess
Cashflow remaining on such Distribution Date after the distribution
of amounts pursuant to Section 4.01(II)(d)(i)-(xi), the sum of
(a) the amount of interest accrued during the related Accrual
Period on the Class 7-X Certificates (as described in the
Preliminary Statement) and (b) the Overcollateralization
Release Amount, if any, for such Distribution Date.
Class 7-X Notional
Amount : With respect to
the Class 7-X Certificates or REMIC IV Regular Interest
7-X-IO and any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Regular
Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT-Y7A and LT-Y7B
immediately prior to such Distribution Date, (which for
clarification is equal to the Aggregate Group 7 Collateral
Balance as of the first day of the related Collection Period
(excluding any such Mortgage Loans
that were subject to a Payoff, the
principal of which was distributed on the Distribution Date
preceding the current Distribution Date)).
Class A
Certificates : As
specified in the Preliminary Statement.
Class C-B
Certificates : As
specified 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 C-B
Percentage : With respect
to any Distribution Date, the aggregate Class Principal
Balance of the Class C-B Certificates immediately prior to
such Distribution Date divided by the Aggregate Groups 1-6
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 Interest
Shortfall : With respect
to any Distribution Date and Class of Group 1,
Group 2, Group 3, Group 4, Group 5,
Group 6 and Class C-B Certificates, the amount by which
the amount described in clause (i) of the definition of Interest
Distribution Amount for such Class, exceeds the amount of interest
actually distributed on such Class on such Distribution
Date.
Class M
Certificates : The
Class 7-M-1, Class 7-M-2, Class 7-M-3 and
Class 7-M-4 Certificates.
Class Notional
Amount : The
Class 2-A-X Notional Amount or Class 7-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, Group 6 and Class C-B Certificates, the
amount by which the aggregate Class Interest Shortfalls for
such Class on prior Distribution Dates exceeds the amount
distributed on such Class on prior Distribution Dates pursuant
to clause (ii) of the definition of Interest Distribution
Amount.
Class Y Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Y Regular Interests will be
reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, determined as described
in Appendix A.
Class Y Regular
Interests : The
Class Y-1, Class Y-2, Class Y-3, Class Y-4,
Class Y-5, Class Y-6, Class Y-7A and Class Y-7B
Regular Interests.
Class Y-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-1 Regular Interest on such Distribution
Date.
Class Y-1 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-2 Regular Interest on such Distribution
Date.
Class Y-2 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-3 Regular Interest on such Distribution
Date.
Class Y-3 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-4 Regular Interest on such Distribution
Date.
Class Y-4 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-5 Regular Interest on such Distribution
Date.
Class Y-5 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-6 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-6
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-6 Regular Interest on such Distribution
Date.
Class Y-6 Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-6
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-6 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-7A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-7A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-7A Regular Interest on such Distribution
Date.
Class Y-7A Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-7A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-7A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Y-7B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Y-7B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Y-7B Regular Interest on such Distribution
Date.
Class Y-7B Principal
Reduction Amount : The
Class Y Principal Reduction Amount for the Class Y-7B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-7B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z Principal Reduction
Amounts : For any
Distribution Date, the amounts by which the Uncertificated
Principal Balances of the Class Z Regular Interests will be
reduced on such Distribution Date by the allocation of Realized
Losses and the distribution of principal, which shall be in each
case the excess of (A) the sum of (x) the excess of the REMIC I or
REMIC II for the related Group (i.e. the “related
Group” for the Class Z-1 Regular Interest is the
Group 1 Loans, the “related Group” for the
Class Z-2 Regular Interest is the Group 2 Loans, the
“related Group” for the Class Z-3 Regular Interest
is the Group 3 Loans, the “related Group” for the
Class Z-4 Regular Interest is the Group 4 Loans, the
“related Group” for the Class Z-5 Regular Interest
is the Group 5 Loans, the “related Group” for the
Class Z-6 Regular Interest is the Group 6 Loans, the
“related Group” for the Class Z-7A Regular
Interest is the Group 7A Loans and the “related
Group” for the Class Z-7B Regular Interest is the
Group 7B Loans) exclusive of any Recoveries included therein
over the amounts thereof distributable (i) in respect of
interest on such Class Z Regular Interest and the related
Class Y Regular Interest and (ii) in the case of the
Group 1 Loans, to the Class AR-L Certificates and (y) the
amount of Realized Losses allocable to principal for the related
Group over (B) the Class Y Principal Reduction
Amount for the related Group.
Class Z Regular
Interests : The
Class Z-1, Class Z-2, Class Z-3, Class Z-4,
Class Z-5, Class Z-6, Class Z-7A and Class Z-7B
Regular Interests
Class Z-1 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-1
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-1 Regular Interest on such Distribution
Date.
Class Z-1 Principal Reduction
Amount : The Class Z
Principal Reduction Amount for the Class Z-1 Regular Interest
as determined pursuant to the provisions of the
Appendix A.
Class Z-1 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-2 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-2
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-2 Regular Interest on such Distribution
Date.
Class Z-2 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-2 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-3 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-3
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-3 Regular Interest on such Distribution Date
.
Class Z-3 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-3 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-4 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-4
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-4 Regular Interest on such Distribution
Date.
Class Z-4 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-4 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-5 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-5
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-5 Regular Interest on such Distribution
Date.
Class Z-5 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-5
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-5 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-6 Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-6
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-6 Regular Interest on such Distribution
Date.
Class Z-6 Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-6
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-6 Regular
Interest : The
uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-7A Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-7A
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-7A Regular Interest on such Distribution
Date.
Class Z-7A Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-7A
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-7A Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Class Z-7B Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class Z-7B
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the
Class Z-7B Regular Interest on such Distribution
Date.
Class Z-7B Principal
Reduction Amount : The
Class Z Principal Reduction Amount for the Class Z-7B
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-7B Regular
Interest : The
uncertificated undivided beneficial interest in REMIC II which
constitutes a REMIC II Regular Interest and is entitled to
distributions as set forth herein.
Clearing Agency
: An organization registered as a
“clearing agency” pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended, which initially shall
be DTC, the nominee of which is Cede & Co., as the registered
Holder of the Book Entry Certificates. The Clearing Agency shall at
all times be a “clearing corporation” as defined in
Section 8 102(a)(5) of the Uniform Commercial Code of the
State of New York.
Closing Date
: June 30, 2005.
Code : The Internal Revenue Code of 1986, as
amended.
Collection Account
: The accounts established and
maintained by a Servicer in accordance with
Section 3.05.
Collection Period
: With respect to each Distribution
Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commencement of
Foreclosure : The first
official action required under local law to commence foreclosure
proceedings or to schedule a trustee’s sale under a deed of
trust, including: (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose; or
(ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale.
Compensating Interest
Payment : For any
Distribution Date and the SPS Serviced Mortgage Loans, the lesser
of (i) the aggregate Servicing Fee payable to SPS in respect of the
SPS Serviced Mortgage Loans for such Distribution Date and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage
Loans.
For any Distribution Date and the
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) the
aggregate Servicing Fee payable to Wells Fargo in respect of the
Wells Fargo Serviced Mortgage Loans for 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
Reconstituted Servicing Agreement) required to be remitted by
Countrywide on the Monthly Remittance Date (as defined in the
Countrywide Reconstituted Servicing Agreement) relating to such
Distribution Date over (ii) the amount of Compensating Interest (as
defined in the Countrywide Reconstituted Servicing Agreement)
actually remitted by Countrywide on the Monthly Remittance Date (as
defined in the Countrywide Reconstituted Servicing Agreement)
relating to such Distribution Date;
(f) with respect to the HSBC Serviced Mortgage
Loans, the excess of (i) the Compensating Interest (as defined in
the HSBC Reconstituted Servicing Agreement) required to be remitted
by HSBC on the Remittance Date (as defined in the HSBC
Reconstituted Servicing Agreement) relating to such Distribution
Date over (ii) the Compensating Interest (as defined in the HSBC
Reconstituted Servicing Agreement) actually remitted by HSBC on the
Remittance Date (as defined in the HSBC Reconstituted Servicing
Agreement) relating to such Distribution Date;
(g) with
respect to the National City Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the National City
Reconstituted Servicing Agreement) required to be remitted by
National City on the Remittance Date (as defined in the National
City Reconstituted Servicing Agreement) relating to such
Distribution Date over (ii) the Compensating Interest (as defined
in the National City Reconstituted Servicing Agreement) actually
remitted by National City on the Remittance Date (as defined in the
National City Reconstituted Servicing Agreement) relating to such
Distribution Date; and
(h) with
respect to the IndyMac Serviced Mortgage Loans, the excess of (i)
the Compensating Interest (as defined in the IndyMac Reconstituted
Servicing Agreement) required to be remitted by IndyMac on the
Remittance Date (as defined in the IndyMac Reconstituted Servicing
Agreement) relating to such Distribution Date over (ii) the
Compensating Interest (as defined in the IndyMac Reconstituted
Servicing Agreement) actually remitted by IndyMac on the Remittance
Date (as defined in the IndyMac Reconstituted Servicing Agreement)
relating to such Distribution Date.
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 2005-7, 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
2005-7.
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 Reconstituted
Servicing Agreement :
That certain Reconstituted Servicing Agreement dated as of
June 1, 2005 among DLJMC, Countrywide and the Master Servicer,
and acknowledged by the Trustee and the Trust
Administrator.
Countrywide Underlying Servicing
Agreement : The
“Servicing Agreement” referred to in the Countrywide
Reconstituted Servicing Agreement.
Current Interest
: For any Class of LIBOR
Certificates and Distribution Date, the amount of interest accruing
at the applicable Pass-Through Rate on the related
Class Principal Balance of such Class during the related
Accrual Period; provided , that as to each Class of
LIBOR Certificates the Current Interest shall be reduced by a pro
rata portion of any Interest Shortfalls to the extent not covered
by Monthly Excess Interest.
Curtailment
: Any payment of principal on a
Mortgage Loan, made by or on behalf of the related Mortgagor, other
than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff,
which is applied to reduce the outstanding Stated Principal Balance
of the Mortgage Loan.
Custodial Agreement
: An agreement, dated as of the date
hereof, among a custodian, the Trustee and the Trust Administrator,
pursuant to which such custodian agrees to hold any of the
documents or instruments referred to in Section 2.01 of this
Agreement as agent for the Trustee. As of the date hereof, the
Custodian shall act pursuant to the LaSalle Custodial
Agreement.
Custodian : A custodian which is appointed pursuant to a
Custodial Agreement. Any Custodian so appointed shall act as agent
on behalf of the Trustee, and shall be compensated by the Trust
Administrator or as otherwise specified therein. Initially, LaSalle
shall serve as Custodian for all of the Mortgage Loans.
Cut-off Date
: June 1, 2005.
Cut-off Date Principal
Balance : With respect to
any Mortgage Loan, the Stated Principal Balance thereof as of the
close of business on the Cut-off Date.
Data Remittance Date
: With respect to any Distribution
Date and Wells Fargo, GreenPoint or SPS, the 10th calendar day of
the month in which such Distribution Date occurs, or if such 10th
day is not a Business Day, the Business Day immediately following
such 10th day.
DBRS : Dominion Bond Rating Service, Inc., or any
successor thereto.
Debt Service Reduction
: With respect to a Mortgage Loan in
Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 or Loan Group 6, a reduction
by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan
which became final and non appealable, except such a reduction
resulting from a Deficient Valuation or any reduction that results
in a permanent forgiveness of principal.
Debt Service Reduction Mortgage
Loan : Any Mortgage Loan
that became the subject of a Debt Service Reduction.
Deficient Valuation
: With respect to any Mortgage Loan
in Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 or Loan Group 6, a valuation
by a court of competent jurisdiction of the Mortgaged Property in
an amount less than the then outstanding indebtedness under the
Mortgage Loan, or that results in a permanent forgiveness of
principal, which valuation in either case results from a proceeding
under the Bankruptcy Code.
Deferred Amount
: For any Class of Group 7
Subordinate Certificates (other than the Class 7-X
Certificates), Class 7-A-1-2 Certificates and
Class 7-A-2-2 Certificates and Distribution Date, will equal
the amount by which (x) the aggregate of the Applied Loss Amounts
previously applied in reduction of the Class Principal Balance
thereof exceeds (y) the sum of (i) the aggregate of amounts
previously paid in reimbursement thereof and (ii) amounts added to
the Class Principal Balances thereof pursuant to
Section 4.03(a)(ii) on all prior Distribution Dates, including
such Distribution Date.
Definitive Certificate
: As defined in
Section 6.07.
Deleted Mortgage Loan
: As defined in
Section 2.03.
Delinquency Rate
: With respect to any Distribution
Date, the fraction, expressed as a percentage, the numerator of
which is the aggregate outstanding principal balance of all
Mortgage Loans in Loan Group 7 60 or more days delinquent
(including all foreclosures and REO Properties) as of the close of
business on the last day of such month, and the denominator of
which is the Aggregate Group 7 Collateral Balance as of the
close of business on the last day of such month.
Denomination
: With respect to each Certificate,
the amount set forth on the face thereof as the “Initial
Certificate Balance of this Certificate” or the
“Initial Notional Amount of this Certificate” or, if
neither of the foregoing, the percentage interest appearing on the
face thereof.
Deposit Amount
: As defined in Section 4.10(e)
or Section 4.11(e) herein, as applicable.
Depositor : Credit Suisse First Boston Mortgage Securities
Corp., a Delaware corporation, or its successor in
interest.
Depository Agreement
: The Letter of Representation dated
as of the Closing Date by and among DTC, the Depositor and the
Trust Administrator for the benefit of the Trustee.
Designated Mortgage
Loans : The SunTrust
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by SunTrust under the SunTrust Reconstituted Servicing
Agreement, the Countrywide Serviced Mortgage Loans, unless any such
Mortgage Loan is no longer serviced by Countrywide under the
Countrywide Reconstituted Servicing Agreement, the National City
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by National City under the National City Reconstituted
Servicing Agreement, the IndyMac Serviced Mortgage Loans, unless
any such Mortgage Loan is no longer serviced by IndyMac under the
IndyMac Reconstituted Servicing Agreement and the HSBC Serviced
Mortgage Loans, unless any such Mortgage Loan is no longer serviced
by HSBC under the HSBC Reconstituted Servicing
Agreement.
Designated Servicer
: Each of SunTrust, Countrywide,
National City, IndyMac and HSBC.
Designated Servicing
Agreements : Each of the
SunTrust Reconstituted Servicing Agreement, the Countrywide
Reconstituted Servicing Agreement, the National City
Reconstituted
Servicing Agreement, the IndyMac
Reconstituted Servicing Agreement and the HSBC Reconstituted
Servicing Agreement.
Determination Date
: With respect to each Distribution
Date and (i) each Servicer (other than Wells Fargo), the 10th day
of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately
succeeding such Business Day and (ii) Wells Fargo, the
Business Day immediately preceding the related Cash Remittance
Date.
Disqualified
Organization : Any
organization defined as a “disqualified organization”
under Section 860E(e)(5) of the Code, which includes any of
the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are
subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency
or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in
Section 521 of the Code) which is exempt from the tax imposed
by Chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable income),
(iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an “electing
large partnership” within the meaning of Section 775 of
the Code, and (vi) any other Person so designated by the Trust
Administrator based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Class AR or Class AR-L
Certificate by such Person may cause the REMIC or any Person having
an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under
the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class AR or Class AR-L
Certificate to such Person. The terms “United States,”
“State” and “international organization”
shall have the meanings set forth in Section 7701 of the Code
or successor provisions.
Distribution Date
: The 25th day of any month, or if
such 25th day is not a Business Day, the Business Day immediately
following such 25th day, commencing in July 2005.
DLJMC : DLJ Mortgage Capital, Inc., a Delaware
corporation, and its successors and assigns.
DTC : The Depository Trust Company.
Due Date : With respect to each Mortgage Loan and any
Distribution Date, the date on which Scheduled Payments on such
Mortgage Loan are due which is either the first day of the month of
such Distribution Date, or if Scheduled Payments on such Mortgage
Loan are due on a day other than the first day of the month, the
date in the calendar month immediately preceding the Distribution
Date on which such Scheduled Payments are due, exclusive of any
days of grace.
Eligible Account
: Either (i) an account or accounts
maintained with a federal or state chartered depository institution
or trust company acceptable to the Rating Agencies or (ii) an
account or accounts the deposits in which are insured by the FDIC
to the limits established by such corporation, provided that any
such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or
other short term debt obligations (or, in the case of a depository
institution or trust company which is the principal subsidiary of a
holding company, the commercial paper or other short term debt
obligations of such holding company) have been rated by each Rating
Agency in its highest short term rating category, or (iii) a
segregated trust account or accounts (which shall be a
“special deposit account”) maintained with the Trustee,
the Trust Administrator or any other federal or state chartered
depository institution or trust company, acting in its fiduciary
capacity, in
a manner acceptable to the Trustee,
the Trust Administrator and the Rating Agencies. Eligible Accounts
may bear interest.
Eligible Institution
: An institution having the highest
short term debt rating, and one of the two highest long term debt
ratings of the Rating Agencies or the approval of the Rating
Agencies.
Eligible Investments
: Any one or more of the obligations
and securities listed below:
1. direct obligations of, and obligations fully
guaranteed by, the United States of America, or any agency or
instrumentality of the United States of America the obligations of
which are backed by the full faith and credit of the United States
of America; or obligations fully guaranteed by, the United States
of America; the FHLMC, FNMA, the Federal Home Loan Banks or any
agency or instrumentality of the United States of America rated AA
(or the equivalent) or higher by the Rating Agencies;
2. federal funds, demand and time deposits in,
certificates of deposits of, or bankers’ acceptances issued
by, any depository institution or trust company incorporated or
organized under the laws of the United States of America or any
state thereof and subject to supervision and examination by federal
and/or state banking authorities, so long as at the time of such
investment or contractual commitment providing for such investment
the commercial paper or other short term debt obligations of such
depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary of a holding company, the commercial paper or other
short term debt obligations of such holding company) are rated in
one of two of the highest ratings by each of the Rating Agencies,
and the long term debt obligations of such depository institution
or trust company (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding
company, the long term debt obligations of such holding company)
are rated in one of two of the highest ratings, by each of the
Rating Agencies;
3. repurchase obligations with a term not to exceed
30 days with respect to any security described in clause (i) above
and entered into with a depository institution or trust company
(acting as a principal) in the highest rated category by the Rating
Agencies; provided , however , that collateral
transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at
current market price plus accrued interest, (B) pursuant to
such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee or the Trust Administrator in exchange
for such collateral, and (C) be delivered to the Trustee or the
Trust Administrator or, if the Trustee or the Trust Administrator,
as applicable, is supplying the collateral, an agent for the
Trustee or the Trust Administrator, in such a manner as to
accomplish perfection of a security interest in the collateral by
possession of certificated securities;
4. securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws of
the United States of America or any state thereof which has a long
term unsecured debt rating in the highest available rating category
of each of the Rating Agencies at the time of such
investment;
5. commercial paper having an original maturity of
less than 365 days and issued by an institution having a short term
unsecured debt rating in the highest available rating category of
each of the Rating Agencies at the time of such
investment;
6. a guaranteed investment contract approved by
each of the Rating Agencies and issued by an insurance company or
other corporation having a long term unsecured debt rating in the
highest available rating category of each of the Rating Agencies at
the time of such investment;
7. money market funds (which may be 12b 1 funds as
contemplated under the rules promulgated by the Securities and
Exchange Commission under the Investment Company Act of 1940)
having ratings in the highest available rating category of
Moody’s and one of the two highest available rating
categories of S&P at the time of such investment (any such
money market funds which provide for demand withdrawals being
conclusively deemed to satisfy any maturity requirements for
Eligible Investments set forth herein) including money market funds
of the Master Servicer, a Servicer, the Trustee or the Trust
Administrator and any such funds that are managed by the Master
Servicer, a Servicer, the Trustee or the Trust Administrator or
their respective Affiliates or for the Master Servicer, a Servicer,
the Trustee or the Trust Administrator or any Affiliate of such
Person acts as advisor, as long as such money market funds satisfy
the criteria of this subparagraph 7; and
8. such other investments the investment in which
will not, as evidenced by a letter from each of the Rating
Agencies, result in the downgrading or withdrawal of the Ratings of
the Certificates;
provided , however , that no such instrument shall
be an Eligible Investment if such instrument evidences either (i) a
right to receive only interest payments with respect to the
obligations underlying such instrument, or (ii) both principal and
interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to
such instrument provide a yield to maturity of greater than 120% of
the yield to maturity at par of such underlying
obligations.
ERISA : The Employee Retirement Income Security Act of
1974, as amended.
ERISA-Qualifying
Underwriting : A best
efforts or firm commitment underwriting or private placement that
meets the requirements (without regard to the ratings requirements)
of an Underwriter’s Exemption.
ERISA Restricted
Certificate : As
specified in the Preliminary Statement.
Escrow Account
: The separate account or accounts
created and maintained by a Servicer pursuant to
Section 3.06.
Escrow Payments
: With respect to any Mortgage Loan,
the amounts constituting ground rents, taxes, mortgage insurance
premiums, fire and hazard insurance premiums, and any other
payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other
related document.
Event of Default
: As defined in Section 8.01
hereof.
Excess Loss
: The amount of any (i) Fraud Loss
in excess of the Fraud Loss Coverage Amount on a Mortgage Loan in
Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 or Loan Group 6 realized after
the Fraud Loss Coverage Termination Date, (ii) Special Hazard
Loss in excess of the Special Hazard Loss Coverage Amount on a
Mortgage Loan in Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5 or Loan
Group 6 realized after the Special Hazard
Coverage Termination Date or (iii)
Bankruptcy Loss in excess of the Bankruptcy Loss Coverage Amount on
a Mortgage Loan in Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5 or Loan
Group 6 realized after the Bankruptcy Coverage Termination
Date.
Expense Fee Rate
: As to each Mortgage Loan, the sum
of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, if applicable, and the rate at which the premium on a Lender
Paid Mortgage Guaranty Insurance Policy is calculated, if
applicable.
Expense Fees
: As to each Mortgage Loan and
Distribution Date, the sum of the related Servicing Fee, the Trust
Administrator Fee, if applicable, and any premium on any Lender
Paid Mortgage Guaranty Insurance Policy, if applicable.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Financing Statement
: A financing statement, as
applicable, filed pursuant to the Uniform Commercial Code to
perfect a security interest in the Cooperative Shares and Pledge
Instruments.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Fraud Loan
: A Liquidated Mortgage Loan in Loan
Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5 or Loan Group 6 as to which a
Fraud Loss has occurred.
Fraud Loss Coverage
Amount : The aggregate
amount of Fraud Losses that are allocated solely to the
Class C-B Certificates, as of the Closing Date, $14,273,290,
subject to reduction from time to time by the amount of Fraud
Losses allocated to the Class C-B Certificates. In addition,
(a) on each anniversary prior to the fifth anniversary of the
Cut-off Date, the Fraud Loss Coverage Amount will be reduced to an
amount equal to the lesser of (A) 1.00% of the Aggregate
Groups 1-6 Collateral Balance as of such date, and (B) the
excess of the Fraud Loss Coverage Amount as of the preceding
anniversary of the Cut-off Date over the cumulative amount of Fraud
Losses on the Mortgage Loans in Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5 and Loan Group 6 allocated to the Class C-B
Certificates since such preceding anniversary or the Cut-off Date,
and (b) on the fifth anniversary of the Cut-off Date, zero. The
Fraud Loss Coverage Amount may be reduced below the amount set
forth above for any Distribution Date with the consent of the
Rating Agencies as evidenced by a letter of each Rating Agency to
the Trust Administrator to the effect that any such reduction will
not result in a downgrading of the current ratings assigned to such
Classes of Certificates rated by it.
Fraud Loss Coverage Termination
Date : The point in time
at which the applicable Fraud Loss Coverage Amount is reduced to
zero.
Fraud Losses
: Realized Losses on the Liquidated
Mortgage Loans in Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4, Loan Group 5 and Loan
Group 6 as to which a loss is sustained by reason of a default
arising from fraud, dishonesty or misrepresentation in connection
with the related Mortgage Loan, including a loss by reason of the
denial of coverage under any related Mortgage Guaranty Insurance
Policy because of such fraud, dishonesty or
misrepresentation.
GreenPoint
: GreenPoint Mortgage Funding, Inc.,
a New York corporation, and its successors and assigns.
GreenPoint Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
GreenPoint is the applicable Servicer.
Gross Margin
: With respect to any Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note
and the Mortgage Loan Schedule that is added to the Index on each
Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the new Mortgage Rate for such Mortgage
Loan.
Group : When used with respect to the Mortgage Loans,
any of Loan Group 1, Loan Group 2, Loan Group 3,
Loan Group 4, Loan Group 5, Loan Group 6, Loan
Group 7A or Loan Group 7B, or with respect to the
Certificates, the Class or Classes of Certificates that relate
to the corresponding Group or Groups.
Group 1
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 1 or
with respect to the Certificates, the Group 1 Certificates (as
specified in the Preliminary Statement).
Group 1 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 1 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 1
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 1 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the aggregate Class Principal
Balance of the Group 1 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 1 as of the first day of the related Collection Period
(excluding any Group 1 Mortgage Loans that were subject to a
Payoff, the principal of which was distributed on the Distribution
Date preceding the current Distribution Date); provided ,
however , in no event will the Group 1 Senior
Percentage exceed 100%.
Group 1 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 1 Senior Percentage of the Principal Payment Amount for
Loan Group 1, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 1, and (iii)
the Group 1 Senior Liquidation Amount.
Group 1 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 1 Senior
Percentage.
Group 2
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 2 or
with respect to the Certificates, the Group 2 Certificates (as
specified in the Preliminary Statement).
Group 2 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 2 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 2
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 2 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the aggregate Class Principal
Balance of the Group 2 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 2 as of the first day of the related Collection Period
(excluding any Group 2 Mortgage Loans that were subject to a
Payoff, the principal of which was distributed on the Distribution
Date preceding the current Distribution Date); provided ,
however , in no event will the Group 2 Senior
Percentage exceed 100%.
Group 2 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 2 Senior Percentage of the Principal Payment Amount for
Loan Group 2, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 2, and (iii)
the Group 2 Senior Liquidation Amount.
Group 2 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 2 Senior
Percentage.
Group 3
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 3 or
with respect to the Certificates, the Group 3 Certificates (as
specified in the Preliminary Statement).
Group 3 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 3 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 3
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 3 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the aggregate Class Principal
Balance of the Group 3 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 3, as of the first day of the related Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date); provided ,
however , in no event will the Group 3 Senior
Percentage exceed 100%.
Group 3 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 3 Senior Percentage of the Principal Payment Amount for
Loan Group 3, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 3, and (iii)
the Group 3 Senior Liquidation Amount.
Group 3 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 3 Senior
Percentage.
Group 4
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 4 or
with respect to the Certificates, the Group 4 Certificates (as
specified in the Preliminary Statement).
Group 4 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 4 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 4
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 4 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the Class Principal Balance of the
Class 4-A-1 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 4, as of the first day of the related Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date); provided ,
however , in no event will the Group 4 Senior
Percentage exceed 100%.
Group 4 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 4 Senior Percentage of the Principal Payment Amount for
Loan Group 4, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 4, and (iii)
the Group 4 Senior Liquidation Amount.
Group 4 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 4 Senior
Percentage.
Group 5
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 5 or
with respect to the Certificates, the Group 5 Certificates (as
specified in the Preliminary Statement).
Group 5 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 5 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 5
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 5 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the aggregate Class Principal
Balance of the Group 5 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 5, as of the first day of the related Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date); provided ,
however , in no event will the Group 5 Senior
Percentage exceed 100%.
Group 5 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 5 Senior Percentage of the Principal Payment Amount for
Loan Group 5, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 5, and (iii)
the Group 5 Senior Liquidation Amount.
Group 5 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 5 Senior
Percentage.
Group 6
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 6 or
with respect to the Certificates, the Group 6 Certificates (as
specified in the Preliminary Statement).
Group 6 Senior Liquidation
Amount : With respect to
any Distribution Date, the aggregate, for each Mortgage Loan in
Loan Group 6 which became a Liquidated Mortgage Loan during
the prior calendar month, of the lesser of (i) the Group 6
Senior Percentage of the Stated Principal Balance of such Mortgage
Loan and (ii) the applicable Senior Prepayment Percentage of the
Liquidation Principal with respect to such Mortgage
Loan.
Group 6 Senior
Percentage : With respect
to any Distribution Date, the percentage equivalent of a fraction
the numerator of which is the aggregate Class Principal
Balance of the Group 6 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate of
the Stated Principal Balances of the Mortgage Loans in Loan
Group 6, as of the first day of the related Collection Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date); provided ,
however , in no event will the Group 6 Senior
Percentage exceed 100%.
Group 6 Senior Principal
Distribution Amount :
With respect to any Distribution Date, the sum of (i) the
Group 6 Senior Percentage of the Principal Payment Amount for
Loan Group 6, (ii) the applicable Senior Prepayment Percentage
of the Principal Prepayment Amount for Loan Group 6, and (iii)
the Group 6 Senior Liquidation Amount.
Group 6 Subordinate
Percentage : For any
Distribution Date, the excess of 100% over the Group 6 Senior
Percentage.
Group 7
: With respect to the Mortgage
Loans, the pool of adjustable rate Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Group 7A and
Group 7B or with respect to the Certificates, the Group 7
Certificates.
Group 7
Certificates : The
Group 7 Senior Certificates and the Group 7 Subordinate
Certificates.
Group 7 Credit Support
Depletion Date : The
first Distribution Date on which the aggregate Class Principal
Balance of the Group 7 Subordinate Certificates has been or
will be reduced to zero.
Group 7 Senior
Certificates : The
Group 7A Senior Certificates and Group 7B Senior
Certificates.
Group 7 Senior Enhancement
Percentage : For any
Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the sum of the aggregate Class Principal
Balance of the Class M Certificates and the
Overcollateralization Amount (which, for purposes of this
definition only, shall not be less than zero), in each case after
giving effect to payments on such Distribution Date (assuming no
Trigger Event has occurred), and the denominator of which is the
Aggregate Group 7 Collateral Balance for such Distribution
Date.
Group 7 Senior Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the aggregate
Class Principal Balance of the Group 7A Senior
Certificates and the Group 7B Senior Certificates, immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of (i) 82.50% and (ii) the Aggregate Group 7
Collateral Balance for such Distribution Date and (B) the amount,
if any, by which (i) the Aggregate Group 7 Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 7 Collateral Balance as of the Cut-off Date.
Group 7 Subordinate
Certificates : The
Class M Certificates and the Class 7-X
Certificates.
Group 7 Subordinate Net
Funds Cap : For any
Distribution Date and the Class M Certificates, will be a per
annum rate equal to a weighted average of (i) the Group 7A Net
Funds Cap and
(ii) the Group 7B Net Funds
Cap, in each case, for such Distribution Date, weighted on the
basis of the Subordinate Group 7A Balance, and Subordinate
Group 7B Balance, respectively.
Group 7A Allocation
Amount : For any
Distribution Date, the product of the Group 7 Senior Principal
Payment Amount for that Distribution Date and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 7A and the denominator of which is the Principal
Remittance Amount for Loan Group 7A and Loan Group 7B, in
each case for that Distribution Date. For purposes of this
definition, the Principal Remittance Amount will be calculated net
of subclause (6) of the definition thereof.
Group 7A Excess Interest
Amount : For any
Distribution Date, the product of the amount of Monthly Excess
Interest required to be distributed on that Distribution Date
pursuant to Section 4.01(II)(d)(i)(A)(1) and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 7A and the denominator of which is the Principal
Remittance Amount for Loan Group 7A and Loan Group 7B, in
each case for that Distribution Date.
Group 7A Net Funds
Cap : For any
Distribution Date and the Group 7A Senior Certificates, will
be a per annum rate equal to (a) a fraction, expressed as a
percentage, the numerator of which is the product of (1) the
Group 7A Optimal Interest Remittance Amount for such date and
(2) 12, and the denominator of which is the Aggregate Loan
Group Balance of Loan Group 7A (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date) for the immediately preceding
Distribution Date (or, in the case of the first Distribution Date,
the Aggregate Loan Group Balance of Loan Group 7A as of
the Cut-off Date, multiplied by (b) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of
days in the related Accrual Period.
Group 7A Optimal Interest
Remittance Amount : With
respect to any Distribution Date and Loan Group 7A, the excess
of (i) the product of (1) (x) the weighted average of the Net
Mortgage Rates of the Mortgage Loans in Loan Group 7A as of
the first day of the related Collection Period divided by (y) 12
and (2) the Aggregate Loan Group Balance for Loan
Group 7A for the immediately preceding Distribution Date
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date), over (ii) any expenses
that reduce the Interest Remittance Amount with respect to Loan
Group 7A that did not arise as a result of a default or
delinquency of the Mortgage Loans in Loan Group 7A or were not
taken into account in computing the Expense Fee Rate.
Group 7A Senior
Certificates : The
Class 7-A-1-1 and Class 7-A-1-2 Certificates.
Group 7B Allocation
Amount : For any
Distribution Date, the product of the Group 7 Senior Principal
Payment Amount for that Distribution Date and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 7B and the denominator of which is the Principal
Remittance Amount for Loan Group 7A and Loan Group 7B, in
each case for that Distribution Date. For purposes of this
definition, the Principal Remittance Amount will be calculated net
of subclause (6) of the definition thereof.
Group 7B Excess Interest
Amount : For any
Distribution Date, the product of the amount of Monthly Excess
Interest required to be distributed on that Distribution Date
pursuant to Section 4.01(II)(d)(i)(A)(1) and a fraction the
numerator of which is the Principal Remittance Amount for Loan
Group 7B and the denominator of which is the Principal
Remittance Amount for Loan Group 7A and Loan Group 7B, in
each case for that Distribution Date.
Group 7B Net Funds
Cap : For any
Distribution Date and the Group 7B Senior Certificates, will
be a per annum rate equal to (a) a fraction, expressed as a
percentage, the numerator of which is the product of (1) the
Group 7B Optimal Interest Remittance Amount for such date and
(2) 12, and the denominator of which is the Aggregate Loan
Group Balance of Loan Group 7B (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the
current Distribution Date) for the immediately preceding
Distribution Date (or, in the case of the first Distribution Date,
the Aggregate Loan Group Balance of Loan Group 7B as of
the Cut-off Date), multiplied by (b) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of
days in the related Accrual Period.
Group 7B Optimal Interest
Remittance Amount : With
respect to any Distribution Date and Loan Group 7B, the excess
of (i) the product of (1) (x) the weighted average of the Net
Mortgage Rates of the Mortgage Loans in Loan Group 7B as of
the first day of the related Collection Period divided by (y) 12
and (2) the Aggregate Loan Group Balance for Loan
Group 7B for the immediately preceding Distribution Date
(excluding any such Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution Date
preceding the current Distribution Date), over (ii) any expenses
that reduce the Interest Remittance Amount with respect to Loan
Group 7B that did not arise as a result of a default or
delinquency of the Mortgage Loans in Loan Group 7B or were not
taken into account in computing the Expense Fee Rate.
Group 7B Senior
Certificates : The
Class 7-A-2-1 and Class 7-A-2-2 Certificates.
HSBC : HSBC Mortgage Corporation (USA), and its
successors and assigns.
HSBC Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
HSBC is the applicable Servicer.
HSBC Reconstituted Servicing
Agreement : That certain
Reconstituted Servicing Agreement dated as of June 1, 2005
among DLJMC, HSBC and the Master Servicer, and acknowledged by the
Trustee and the Trust Administrator.
HSBC Underlying Servicing
Agreement : The
“Servicing Agreement” referred to in the HSBC
Reconstituted Servicing Agreement.
Index : With respect to any Mortgage Loan and each
related Adjustment Date, the index as specified in the related
Mortgage Note.
Indirect Participants
: Entities, such as banks, brokers,
dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or
indirectly.
IndyMac : IndyMac Bank, F.S.B., and its successors and
assigns.
IndyMac Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing
Agreement : That certain
Reconstituted Servicing Agreement dated as of June 1, 2005 among
DLJMC, IndyMac, the Master Servicer and the Trust Administrator,
and acknowledged by the Trustee.
IndyMac Underlying Servicing
Agreement : The
“Servicing Agreement” referred to in the IndyMac
Reconstituted Servicing Agreement.
Initial Bankruptcy Loss Coverage
Amount :
$275,971.
Initial Class Principal
Balance : As set forth in
the Preliminary Statement.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any Mortgage Guaranty Insurance Policy,
any standard hazard insurance policy, flood insurance policy or
title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds
: Proceeds of any primary mortgage
guaranty insurance policies, including, without limitation, any
other Insurance Policies with respect to the Mortgage Loans, to the
extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in
accordance with the related Servicer’s or Designated
Servicer’s normal servicing procedures.
Interest Determination
Date : With respect to
the LIBOR Certificates and for each Accrual Period, the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
Interest Distribution
Amount : With respect to
any Distribution Date and interest bearing Class of
Group 1, Group 2, Group 3, Group 4,
Group 5, Group 6 and Class C-B Certificates, the sum
of (i) one month’s interest accrued during the related
Accrual Period at the applicable Pass-Through Rate for such
Class on the related Class Principal Balance or
Class Notional Amount, as applicable, subject to reduction
pursuant to Section 4.01(I)(B), and (ii) any Class Unpaid
Interest Amounts for such Class and Distribution
Date.
Interest Rate Cap
Account : The separate
Eligible Account created and initially maintained by the Trust
Administrator pursuant to Section 4.10 in the name of the
Trust Administrator for the benefit of the Certificateholders and
designated “Wells Fargo Bank, N.A. in trust for registered
holders of Adjustable Rate Mortgage Trust 2005-7, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-7,
Group 7 Certificates” Funds in the Interest Rate Cap
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement. The Interest Rate
Cap Account will not be an asset of any REMIC. Ownership of the
Interest Rate Cap Account is evidenced by the Class 7-X
Certificates.
Interest Rate Cap
Agreement : The interest
rate cap agreement relating to the Group 7 Certificates
consisting of the ISDA Master Agreement, the Schedule and the
Credit Support Annex, each dated as of the Closing Date and the
Confirmations related thereto, between the Trustee on behalf of the
Trust and the Interest Rate Cap Counterparty, as such agreement may
be amended and supplemented in accordance with its terms and any
replacement Interest Rate Cap Agreement acceptable to the Depositor
and the Trustee.
Interest Rate Cap
Counterparty : Credit
Suisse First Boston International, or any successor in interest
thereto under the Interest Rate Cap Agreement.
Interest Remittance
Amount : For any
Distribution Date and the Mortgage Loans in either of Loan
Group 7A or Loan Group 7B, an amount equal to the sum of
(1) all interest collected (other than Payaheads) or advanced in
respect of Scheduled Payments on the Mortgage Loans in such Loan
Group during the related Collection Period, the interest
portion of Payaheads previously received on the Mortgage Loans in
the related Loan Group and intended for application in the
related Collection Period and interest portion of all Payoffs (net
of Payoff Interest for such Distribution Date) and Curtailments
received on the Mortgage Loans in such Loan Group during the
related Prepayment Period, less (x) the
applicable Expense Fees with respect
to such Mortgage Loans and (y) unreimbursed Advances and other
amounts due to the Master Servicer, the applicable Servicer, the
Back-Up Servicer and the Trust Administrator with respect to such
Mortgage Loans, to the extent allocable to interest, (2) all
Compensating Interest Payments paid by a Servicer with respect to
the Mortgage Loans in such Loan Group with respect to the
related Prepayment Period, (3) the portion of any Substitution
Adjustment Amount and Purchase Price paid with respect to the
Mortgage Loans in such Loan Group during the related
Collection Period, in each case allocable to interest and the
proceeds of any purchase of such Mortgage Loans by the Terminating
Entity pursuant to Section 11.01 in an amount not exceeding
the interest portion of the Par Value with respect to such Mortgage
Loans, and (4) all Net Liquidation Proceeds and recoveries (net of
unreimbursed Advances, Servicing Advances and expenses, to the
extent allocable to interest, and unpaid Expense Fees), if any,
collected with respect to the Mortgage Loans in such Loan
Group during the prior calendar month, to the extent allocable
to interest.
Interest Shortfall
: For any Distribution Date and the
Mortgage Loans in Loan Group 7, an amount equal to the
aggregate shortfall, if any, in collections of interest (adjusted
to the related Net Mortgage Rate) on Mortgage Loans in Loan
Group 7 resulting from (a) Principal Prepayments received
during the related Prepayment Period after giving effect to the
Compensating Interest Payment for such Distribution Date and (b)
interest payments on certain of the Mortgage Loans in Loan
Group 7 being limited pursuant to the provisions of the Relief
Act.
LaSalle : LaSalle Bank, National Association.
LaSalle Bank Custodial
Agreement : That certain
Custodial Agreement dated as of June 1, 2005 among LaSalle,
the Trustee and the Trust Administrator.
Lender Paid Mortgage Guaranty
Insurance Policy : Any
lender paid Mortgage Guaranty Insurance Policy.
LIBOR Business Day
: Any day other than (i) a Saturday
or a Sunday or (ii) a day on which banking institutions in the
State of New York or in the City of London, England are required or
authorized by law to be closed.
LIBOR Certificates
: As specified in the Preliminary
Statement.
Liquidated Mortgage
Loan : With respect to
any Distribution Date, a defaulted Mortgage Loan (including any REO
Property) which was liquidated in the calendar month preceding the
month of such Distribution Date and as to which a Servicer, has
determined (with respect to the Non-Designated Mortgage Loans, in
accordance with this Agreement, or with respect to the Designated
Mortgage Loans, in accordance with the related Designated Servicing
Agreement) that it has received all amounts it expects to receive
in connection with the liquidation of such Mortgage Loan, including
the final disposition of the related REO Property, whether from
Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation Expenses
: Customary and reasonable
“out of pocket” expenses incurred by a Servicer (or the
related Subservicer) in connection with the liquidation of any
defaulted Mortgage Loan and not recovered by the related Servicer
(or the related Subservicer) under a Mortgage Guaranty Insurance
Policy for reasons other than such Servicer’s failure to
comply with Section 3.09 hereof, such expenses including,
without limitation, legal fees and expenses, any unreimbursed
amount expended by a Servicer pursuant to Section 3.11 hereof
respecting the related Mortgage and any related and unreimbursed
expenditures for real estate property taxes or for property
restoration or preservation to the
extent not previously reimbursed
under any hazard insurance policy for reasons other than such
Servicer’s failure to comply with Section 3.11
hereof.
Liquidation Principal
: With respect to any Distribution
Date and a Loan Group, the principal portion of Liquidation
Proceeds received with respect to each Mortgage Loan in that Loan
Group, but not in excess of the principal balance of such Mortgage
Loan, which became a Liquidated Mortgage Loan (but not in excess of
the principal balance thereof) during the preceding calendar
month.
Liquidation Proceeds
: Amounts, including Insurance
Proceeds, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of
a Mortgaged Property related to a Mortgage Loan and any other
proceeds received in connection with an REO Property other than
Recoveries.
Loan Group
: Any of Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4, Loan
Group 5, Loan Group 6, Loan Group 7A or Loan
Group 7B, as applicable. Loan Group 1, Loan Group 2,
Loan Group 3, Loan Group 4, Loan Group 5 and Loan
Group 6 together will constitute one sub-trust and Loan
Group 7A and Loan Group 7B together will constitute
another sub-trust.
Loan Group 1
: All Mortgage Loans identified as
Loan Group 1 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 2
: All Mortgage Loans identified as
Loan Group 2 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 3
: All Mortgage Loans identified as
Loan Group 3 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 4
: All Mortgage Loans identified as
Loan Group 4 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 5
: All Mortgage Loans identified as
Loan Group 5 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 6
: All Mortgage Loans identified as
Loan Group 6 Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 7
: The Loan Group 7A Mortgage
Loans and the Loan Group 7B Mortgage Loans.
Loan Group 7A
: All Mortgage Loans identified as
Loan Group 7A Mortgage Loans on the Mortgage Loan
Schedule.
Loan Group 7B
: All Mortgage Loans identified as
Loan Group 7B Mortgage Loans on the Mortgage Loan
Schedule.
Loan-to-Value Ratio
: As of any date, the fraction,
expressed as a percentage, the numerator of which is the Stated
Principal Balance of the related Mortgage Loan at the date of
determination and the denominator of which is the Appraised Value
of the Mortgaged Property.
Loss and Delinquency
Test : With respect to
the SPS Mortgage Loans, SPS will fail the Loss and Delinquency Test
on any date of determination as to which (i) the aggregate
outstanding principal balance of the SPS Mortgage Loans delinquent
60 days or more (including all related REO Properties and related
Mortgage Loans in foreclosure) (averaged over the preceding six
month period), as a percentage of the aggregate principal balance
of the SPS Mortgage Loans as of the first day of the month of such
determination is equal to or greater than 50% or (ii) cumulative
Realized Losses for the SPS Mortgage Loans exceed (a) with respect
to any month prior to the third anniversary of the first
Distribution Date, 20% of the aggregate principal balance of the
SPS Mortgage Loans as of the Closing Date (the “Original SPS
Mortgage Loan Principal Balance”), (b) with respect to any
month on or after the third anniversary but prior to the eighth
anniversary of the first Distribution Date, 30% of the Original SPS
Mortgage Loan Principal Balance, (c) with respect to any month on
or after the eighth anniversary but prior to the ninth anniversary
of the first Distribution Date, 35% of the Original SPS Mortgage
Loan Principal Balance, (d) with respect to any month on or after
the ninth anniversary but prior to the tenth anniversary of the
first Distribution Date, 40% of the Original SPS Mortgage Loan
Principal Balance, (e) with respect to any month on or after
the tenth anniversary but prior to the eleventh anniversary of the
first Distribution Date, 45% of the Original SPS Principal Balance
and (f) with respect to any month on or after the eleventh
anniversary of the first Distribution Date, 50% of the Original SPS
Mortgage Loan Principal Balance. For purposes of this definition,
the term “Realized Losses” shall not include Debt
Service Reductions or Deficient Valuations.
Lost Mortgage Note
: Any Mortgage Note the original of
which was permanently lost or destroyed and has not been
replaced.
Marker Rate
: With respect to the Class 7-X
Certificates and the REMIC III Regular Interests LT1, LT2, LT3, LT4
and LT-Y7A and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular Interest LT2 and REMIC III
Regular Interest LT3, and with respect to the Class 7-X
Certificates and the REMIC III Regular Interests LT5, LT6, LT7, LT8
and LT-Y7B and any Distribution Date, a per annum rate equal to two
(2) times the weighted average of the Uncertificated REMIC III
Pass-Through Rates for REMIC III Regular Interest LT6 and REMIC III
Regular Interest LT7.
Master Servicer
: Wells Fargo.
Maximum Interest Rate
: With respect to the Group 7
Senior Certificates and any Distribution Date, an annual rate equal
to the weighted average of the Maximum Mortgage Rates of the
Mortgage Loans in the related Loan Group minus the weighted
average Expense Fee Rate of the Mortgage Loans in the related Loan
Group. With respect to the Class M Certificates and any
Distribution Date, an annual rate equal to the weighted average of
the Maximum Mortgage Rates of the Mortgage Loans in Loan
Group 7A and Loan Group 7B minus the weighted average
Expense Fee Rate of the Mortgage Loans in Loan Group 7A and
Loan Group 7B, in each case weighted by the Loan Group 7A
Subordinate Balance and the Loan Group 7B Subordinate Balance,
respectively.
Maximum Mortgage Rate
: With respect to each Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.
MERS : Mortgage Electronic Registration Systems,
Inc., a corporation organized and existing under the laws of the
State of Delaware, or any successor thereto.
MERS Mortgage Loan
: Any Mortgage Loan registered with
MERS on the MERS® System.
MERS® System
: The system of recording transfers
of mortgages electronically maintained by MERS.
MIN : The mortgage identification number for any
MERS Mortgage Loan.
Minimum Mortgage Rate
: With respect to each Mortgage
Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.
MOM Loan : Any Mortgage Loan as to which MERS is acting
as mortgagee, solely as nominee fro the originator of such Mortgage
Loan and its successors and assigns.
Monthly Excess
Cashflow : For any
Distribution Date, an amount equal to the sum of the Monthly Excess
Interest, Overcollateralization Release Amount, if any for such
date, and any Principal Payment Amount remaining after the
application of items (i) through (v) in the distribution thereof
pursuant to Section 4.01(II)(a), (b) or (c), as
applicable.
Monthly Excess
Interest : For any
Distribution Date, any Interest Remittance Amount remaining after
the application of items (i) through (v) in the distribution
thereof, pursuant to Section 4.01(II)(a).
Moody’s
: Moody’s Investors Service,
Inc. or any successor thereto.
Mortgage : With respect to a Mortgage Loan, the mortgage,
deed of trust or other instrument creating a first lien on a fee
simple or leasehold estate securing a Mortgage Note.
Mortgage File
: For each Mortgage Loan, the
Trustee Mortgage File and the Servicer Mortgage File.
Mortgage Guaranty Insurance
Policy : Each policy of
primary mortgage guaranty insurance or any replacement policy
therefore with respect to any Mortgage Loan.
Mortgage Loans
: Such of the mortgage loans and
cooperative loans (if any) transferred and assigned to the Trustee
pursuant to the provisions hereof as from time to time are held as
a part of the Trust Fund (including any REO Property), the mortgage
loans so held being identified in the Mortgage Loan Schedule,
notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property. With respect to each Mortgage Loan that
is a Cooperative Loan, if any, “Mortgage Loan” shall
include, but not be limited to, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Recognition Agreement,
Cooperative Shares and Proprietary Lease and, with respect to each
Mortgage Loan other than a Cooperative Loan, “Mortgage
Loan” shall include, but not be limited to the related
Mortgages and the related Mortgage Notes.
Mortgage Loan Purchase
Price : The price,
calculated as set forth in Section 11.01, to be paid in
connection with the purchase of the Mortgage Loans pursuant to an
Optional Termination of the Trust Fund.
Mortgage Loan Schedule
: The list of Mortgage Loans (as
from time to time amended by the Seller to reflect the addition of
Qualified Substitute Mortgage Loans and the purchase of Mortgage
Loans pursuant to Sections 2.01, 2.02 or 2.03) transferred to
the Trustee as part of the Trust Fund and from time to time subject
to this Agreement, attached hereto as Schedule I, setting forth the
following information with respect to each Mortgage Loan and
applicable Servicer by Loan Group:
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1.
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the Mortgage Loan identifying number;
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2.
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the Mortgagor’s name;
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3.
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the street address of the Mortgaged Property
including the state and zip code;
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4.
a code indicating the type of
Mortgaged Property (detached single family dwelling, PUD,
condominium unit, two- to four-unit residential property or
Cooperative Unit) and the occupancy status.
5.
the original months to maturity or
the remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual
amortization schedule;
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6.
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the Loan-to-Value Ratio at
origination;
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7.
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the Mortgage Rate as of the Cut-off
Date;
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8.
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the stated maturity date;
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9.
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the amount of the Scheduled Payment as of the
Cut-off Date;
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10.
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the original principal amount of the Mortgage
Loan;
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11.
the principal balance of the
Mortgage Loan as of the close of business on the Cut-off Date,
after deduction of payments of principal due on or before the
Cut-off Date whether or not collected;
12.
a code indicating the purpose of the
Mortgage Loan (i.e., purchase, rate and term refinance, equity take
out refinance);
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13.
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whether such Mortgage Loan has a Prepayment
Premium;
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14.
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[reserved];
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15.
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the Expense Fee Rate as of the Cut-off
Date;
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16.
the related Servicing Fee Rate
(which may be disclosed on the Mortgage Loan Schedule in two parts
identified as the master servicing fee and servicing fee or in two
parts identified as the “Lender Fee” and the
“Mgmt Fee”);
17.
[reserved];
18.
whether such Mortgage Loan is a SPS
Serviced Mortgage Loan, Wells Fargo Serviced Mortgage Loan,
GreenPoint Serviced Mortgage Loan, SunTrust Serviced
Mortgage
Loan, Countrywide Serviced Mortgage
Loan, National City Serviced Mortgage Loan, IndyMac Serviced
Mortgage Loan or HSBC Serviced Mortgage Loan;
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19.
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the Index that is associated with such Mortgage
Loan, if applicable;
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20.
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the Gross Margin, if applicable;
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21.
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the Periodic Rate Cap, if applicable;
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22.
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the Minimum Mortgage Rate, if
applicable;
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23.
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the Maximum Mortgage Rate, if
applicable;
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24.
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the first Adjustment Date after the Cut-off
Date, if applicable;
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25.
a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding
MIN;
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26.
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the Custodian for such Mortgage Loan;
and
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With respect to the Mortgage Loans
in the aggregate, each Mortgage Loan Schedule shall set forth the
following information, as of the Cut-off Date:
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1.
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the number of Mortgage Loans;
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2. the current aggregate principal balance of the
Mortgage Loans as of the close of business on the Cut-off Date,
after deduction of payments of principal due on or before the
Cut-off Date whether or not collected; and
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3.
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the weighted average Mortgage Rate of the
Mortgage Loans.
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Mortgage Note
: The original executed note or
other evidence of the indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage Rate
: The annual rate of interest borne
by a Mortgage Note.
Mortgaged Property
: The underlying real property
securing a Mortgage Loan or, with respect to a Cooperative Loan,
the related Cooperative Shares and Proprietary Lease.
Mortgagor : The obligor on a Mortgage Note.
National City
: National City Mortgage Co., and
its successors and assigns.
National City Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
National City is the applicable Servicer.
National City Reconstituted
Servicing Agreement :
That certain Reconstituted Servicing Agreement dated as of
June 1, 2005 among DLJMC, National City, the Master Servicer
and the Trust Administrator, and acknowledged by the
Trustee.
National City Underlying
Servicing Agreement : The
“Servicing Agreement” referred to in the National City
Reconstituted Servicing Agreement.
Net Excess Spread
: With respect to any Distribution
Date and Loan Group 7, a fraction, expressed as a percentage,
the numerator of which is equal to the excess of (x) the Aggregate
Group 7 Collateral Balance for the immediately preceding
Distribution Date for that Loan Group, multiplied by the product of
(A) the Net WAC Rate for Loan Group 7A and Loan Group 7B
and (B) the actual number of days elapsed in the related Accrual
Period divided by 360 over (y) the aggregate Current Interest for
Loan Group 7 for such Distribution Date, and the denominator
of which is an amount equal to the Aggregate Group 7
Collateral Balance for the immediately preceding Distribution Date,
multiplied by the actual number of days elapsed in the related
Accrual Period divided by 360.
Net Funds Cap
: Any of the Group 7A Net Funds
Cap, the Group 7B Net Funds Cap or the Group 7
Subordinate Net Funds Cap, as applicable.
Net Interest
Shortfalls : For any
Distribution Date and the Group 1, Group 2, Group 3,
Group 4, Group 5 and Group 6 Mortgage Loans, the sum
of (A) the amount of interest which would otherwise have been
received for a Mortgage Loan in the related Loan Group during
the prior calendar month that was the subject of (x) a Relief Act
Reduction or (y) a Special Hazard Loss, Fraud Loss or Bankruptcy
Loss, after the exhaustion of the respective amounts of coverage
provided by the Class C-B Certificates for those types of
losses; and (B) any related Net Prepayment Interest
Shortfalls.
Net Liquidation
Proceeds : With respect
to any Liquidated Mortgage Loan, the excess of the related
Liquidation Proceeds over the sum of Liquidation Expenses, Expense
Fees and unreimbursed Advances and Servicing Advances.
Net Mortgage Rate
: As to each Mortgage Loan, and at
any time, the per annum rate equal to the Mortgage Rate for such
Mortgage Loan less the related Expense Fee Rate.
Net Prepayment Interest
Shortfalls : With respect
to any Distribution Date, the amount by which the aggregate of
Prepayment Interest Shortfalls during the related Prepayment Period
exceeds the Compensating Interest Payment for such Distribution
Date.
Net Realized Losses
: For any Class of
Certificates, other than the Group 7 Certificates, and any
Distribution Date, the excess of (i) the amount of unreimbursed
Realized Losses previously allocated to that Class over (ii)
the sum of (a) the amount of any increases to the
Class Principal Balance of that Class pursuant to
Section 4.03 due to Recoveries and (b) amounts previously
distributed to such Class pursuant to
Section 4.01(I)(A)(i)(xiv).
Net Recovery Realized
Losses : For any
Class of Certificates, other than the Group 7
Certificates, and any Distribution Date, the excess of Net Realized
Losses for such Distribution Date over the amount distributed
pursuant to Section 4.01(I)(A)(i)(xiv) on that Distribution
Date.
Net WAC Rate
: With respect to Loan Group 1, Loan
Group 2, Loan Group 3, Loan Group 4, Loan Group 5 and
Loan Group 6 and for any Distribution Date, the Weighted
Average Pass-Through Rate for such Loan Group for such Distribution
Date.
In addition, for any purpose for
which the Net WAC Rate is calculated, the interest rate on the
Mortgage Loans shall be appropriately adjusted to account for the
difference between any counting convention used with respect to the
Mortgage Loans and any counting convention used with respect to a
REMIC regular interest.
Non-Designated Mortgage
Loans : The Mortgage
Loans that are not Designated Mortgage Loans.
Nonrecoverable Advance
: Any portion of an Advance or
Servicing Advance previously made or proposed to be made by the
Master Servicer or a Servicer that, in the good faith judgment of
the Master Servicer or a Servicer (as applicable), will not be
ultimately recoverable by the Master Servicer or a Servicer (as
applicable) from the related Mortgagor, related Liquidation
Proceeds or otherwise from proceeds or collections on the related
Mortgage Loan.
Notional Amount
Certificates : As
specified in the Preliminary Statement.
Offered Certificates
: As specified in the Preliminary
Statement.
Officer’s
Certificate : A
certificate signed by the Chairman of the Board, any Vice Chairman
of the Board, the President, an Executive Vice President, Senior
Vice President, a Vice President, or other authorized officer, the
Treasurer, the Secretary, or one of the Assistant Treasurers or
Assistant Secretaries of the Depositor, the Seller, the Master
Servicer, the Servicers, the Special Servicer, a Subservicer, the
Trustee or the Trust Administrator, as the case may be, and
delivered to the Depositor, the Seller, the Master Servicer, the
Special Servicer, the Servicers, the Trustee or the Trust
Administrator, as required by this Agreement.
Opinion of Counsel
: A written opinion of counsel, who
may be counsel for the Depositor, the Master Servicer or a
Servicer, including in-house counsel, reasonably acceptable to the
Trustee and the Trust Administrator. With respect to the definition
of Eligible Account in this Article I and Sections 2.05 and 7.04
hereof and any opinion dealing with the qualification of each REMIC
created hereunder or compliance with the REMIC Provisions, such
counsel must (i) in fact be independent of the Depositor, the
Master Servicer and such Servicer, (ii) not have any direct
financial interest in the Depositor, the Master Servicer or such
Servicer or in any affiliate of either of them and (iii) not be
connected with the Depositor, the Master Servicer or such Servicer
as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided ,
that with respect to Wells Fargo Bank, N.A. as Servicer, such
counsel may be in-house counsel for Wells Fargo Bank, N.A. as
Servicer.
Optional Termination
: The purchase of the Mortgage Loans
pursuant to Section 11.01.
Optional Termination
Date : The date fixed by
a Terminating Entity for the purchase of the Mortgage Loans
pursuant to Section 11.01.
OTS : The Office of Thrift Supervision.
Outsourcer
: As defined in
Section 3.02.
Overcollateralization
Amount : For any
Distribution Date, an amount equal to the amount, if any, by which
(x) the Aggregate Group 7 Collateral Balance for such
Distribution Date exceeds (y) the aggregate
Class Principal Balance of the Group 7 Certificates after
giving effect to payments on such Distribution Date.
Overcollateralization Deficiency : For any Distribution
Date, the amount, if any, by which (x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds
(y) the Overcollateralization Amount for such Distribution
Date, calculated for this purpose after giving effect to the
reduction on such Distribution Date of the aggregate
Class Principal Balance of the Group 7 Certificates
resulting from the payment of the Principal Payment Amount on such
Distribution Date but prior to allocation of any Applied Loss
Amount on the Group 7 Certificates on such Distribution
Date.
