EXECUTION COPY
CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL,
INC.,
Seller,
WELLS FARGO BANK,
N.A.,
Master Servicer, Servicer,
Back-Up Servicer and Trust Administrator,
SELECT PORTFOLIO SERVICING,
INC.,
Servicer,
WILSHIRE CREDIT
CORPORATION
Special Servicer,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
DATED AS OF AUGUST 1,
2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-9
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-9
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Table of Contents
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Page
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ARTICLE I
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DEFINITIONS
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11
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ARTICLE II
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CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
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68
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SECTION 2.01.
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Conveyance of Trust Fund.
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68
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SECTION 2.02.
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Acceptance by the Trustee.
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74
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SECTION 2.03.
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Representations and Warranties of the Seller,
Master Servicer and Servicers.
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76
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SECTION 2.04.
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Representations and Warranties of the Depositor
as to the Mortgage Loans.
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78
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SECTION 2.05.
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Delivery of Opinion of Counsel in Connection
with Substitutions.
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78
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SECTION 2.06.
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Issuance of Certificates.
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79
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SECTION 2.07.
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REMIC Provisions.
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79
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SECTION 2.08.
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Covenants of the Master Servicer and each
Servicer.
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84
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ARTICLE III
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ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
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85
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SECTION 3.01.
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Servicers to Service Mortgage Loans.
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85
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SECTION 3.02.
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Subservicing; Enforcement of the Obligations of
Subservicers.
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87
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SECTION 3.03.
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Master Servicing by Master Servicer.
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89
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SECTION 3.04.
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Trustee to Act as Master Servicer or
Servicer.
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89
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SECTION 3.05.
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Collection of Mortgage Loans; Collection
Accounts; Certificate Account.
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90
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SECTION 3.06.
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Establishment of and Deposits to Escrow
Accounts; Permitted Withdrawals from Escrow Accounts; Payments of
Taxes, Insurance and Other Charges.
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93
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SECTION 3.07.
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Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections.
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95
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SECTION 3.08.
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Permitted Withdrawals from the Collection
Accounts and Certificate Account.
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95
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SECTION 3.09.
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Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty Insurance Policy;
Claims; Restoration of Mortgaged Property.
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97
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SECTION 3.10.
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Enforcement of Due on Sale Clauses; Assumption
Agreements.
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100
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SECTION 3.11.
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Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.
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102
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SECTION 3.12.
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Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files.
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105
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SECTION 3.13.
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Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust.
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106
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SECTION 3.14.
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Servicing Fee; Indemnification of Master
Servicer.
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107
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SECTION 3.15.
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Access to Certain Documentation.
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107
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SECTION 3.16.
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Annual Statement as to Compliance.
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108
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SECTION 3.17.
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Annual Independent Public Accountants’
Servicing Statement; Financial Statements.
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108
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SECTION 3.18.
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Maintenance of Fidelity Bond and Errors and
Omissions Insurance.
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110
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SECTION 3.19.
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Special Serviced Mortgage Loans.
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110
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SECTION 3.20.
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Indemnification of Servicers and Master
Servicer.
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111
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SECTION 3.21.
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Notification of Adjustments.
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111
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SECTION 3.22.
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Designated Mortgage Loans.
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111
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SECTION 3.23.
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Assigned Prepayment Premiums.
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113
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ARTICLE IV
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PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
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115
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SECTION 4.01.
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Priorities of Distribution.
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115
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SECTION 4.02.
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Allocation of Losses.
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125
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SECTION 4.03.
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Recoveries.
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126
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SECTION 4.04.
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Reserved.
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127
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SECTION 4.05.
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Monthly Statements to
Certificateholders.
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127
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SECTION 4.06.
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Servicer to Cooperate.
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128
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SECTION 4.07.
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Cross-Collateralization; Adjustments to
Available Funds.
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128
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SECTION 4.08.
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Reserved.
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129
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SECTION 4.09.
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Reserved.
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129
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SECTION 4.10.
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Group 5 Interest Rate Cap Account.
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129
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ARTICLE V
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ADVANCES BY THE MASTER SERVICER AND
SERVICERS
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132
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SECTION 5.01.
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Advances by the Master Servicer and
Servicers.
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132
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ARTICLE VI
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THE CERTIFICATES
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133
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SECTION 6.01.
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The Certificates.
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133
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SECTION 6.02.
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Registration of Transfer and Exchange of
Certificates.
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134
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SECTION 6.03.
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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139
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SECTION 6.04.
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Persons Deemed Owners.
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140
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SECTION 6.05.
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Access to List of Certificateholders’
Names and Addresses.
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140
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SECTION 6.06.
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Maintenance of Office or Agency.
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140
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SECTION 6.07.
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Book Entry Certificates.
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141
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SECTION 6.08.
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Notices to Clearing Agency.
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141
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SECTION 6.09.
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Definitive Certificates.
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142
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ARTICLE
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VII THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS AND THE SPECIAL SERVICER
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143
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SECTION 7.01.
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Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the Servicers and the
Special Servicer.
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143
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SECTION 7.02.
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Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master Servicer, the Servicers
or the Special Servicer.
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143
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SECTION 7.03.
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Limitation on Liability of the Seller, the
Depositor, the Master Servicer, the Back-Up Servicer, the
Servicers, the Special Servicer and Others.
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144
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SECTION 7.04.
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Master Servicer and Servicer Not to Resign;
Transfer of Servicing.
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144
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SECTION 7.05.
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Master Servicer, Seller and Servicers May Own
Certificates.
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146
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SECTION 7.06.
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Termination of Duties of the Back-Up
Servicer.
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146
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ARTICLE VIII
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DEFAULT
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147
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SECTION 8.01.
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Events of Default.
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147
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SECTION 8.02.
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Master Servicer or Trust Administrator to Act;
Appointment of Successor.
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150
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SECTION 8.03.
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Notification to Certificateholders.
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152
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SECTION 8.04.
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Waiver of Events of Default.
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152
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ARTICLE IX
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CONCERNING THE TRUSTEE
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152
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SECTION 9.01.
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Duties of Trustee.
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152
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SECTION 9.02.
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Certain Matters Affecting the
Trustee.
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154
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SECTION 9.03.
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Trustee Not Liable for Certificates or Mortgage
Loans.
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155
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SECTION 9.04.
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Trustee May Own Certificates.
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155
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SECTION 9.05.
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Trustee’s Fees and Expenses.
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156
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SECTION 9.06.
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Eligibility Requirements for Trustee.
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156
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SECTION 9.07.
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Resignation and Removal of Trustee.
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156
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SECTION 9.08.
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Successor Trustee.
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157
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SECTION 9.09.
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Merger or Consolidation of Trustee.
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157
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SECTION 9.10.
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Appointment of Co-Trustee or Separate
Trustee.
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158
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SECTION 9.11.
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Office of the Trustee.
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159
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ARTICLE X
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CONCERNING THE TRUST ADMINISTRATOR
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160
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SECTION 10.01.
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Duties of Trust Administrator.
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160
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SECTION 10.02.
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Certain Matters Affecting the Trust
Administrator.
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161
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SECTION 10.03.
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Trust Administrator Not Liable for Certificates
or Mortgage Loans.
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163
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SECTION 10.04.
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Trust Administrator May Own
Certificates.
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163
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SECTION 10.05.
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Trust Administrator’s Fees and
Expenses.
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163
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SECTION 10.06.
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Eligibility Requirements for Trust
Administrator.
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164
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SECTION 10.07.
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Resignation and Removal of Trust
Administrator.
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164
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SECTION 10.08.
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Successor Trust Administrator.
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165
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SECTION 10.09.
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Merger or Consolidation of Trust
Administrator.
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166
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SECTION 10.10.
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Appointment of Co-Trust Administrator or
Separate Trust Administrator.
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166
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SECTION 10.11.
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Office of the Trust Administrator.
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167
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SECTION 10.12.
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Tax Return.
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167
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SECTION 10.13.
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Commission Reporting.
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167
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SECTION 10.14.
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Determination of Certificate Index.
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170
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ARTICLE XI
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TERMINATION
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171
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SECTION 11.01.
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Termination upon Liquidation or Purchase of all
Mortgage Loans.
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171
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SECTION 11.02.
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Procedure Upon Optional Termination.
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173
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SECTION 11.03.
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Additional Termination Requirements.
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174
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ARTICLE XII
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MISCELLANEOUS PROVISIONS
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176
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SECTION 12.01.
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Amendment.
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176
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SECTION 12.02.
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Recordation of Agreement;
Counterparts.
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178
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SECTION 12.03.
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Governing Law.
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178
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SECTION 12.04.
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Intention of Parties.
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178
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SECTION 12.05.
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Notices.
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179
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SECTION 12.06.
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Severability of Provisions.
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180
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SECTION 12.07.
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Limitation on Rights of
Certificateholders.
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180
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SECTION 12.08.
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Certificates Nonassessable and Fully
Paid.
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181
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SECTION 12.09.
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Protection of Assets.
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181
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SECTION 12.10.
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Non-Solicitation.
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182
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ARTICLE XIII
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SPS AND THE MASTER SERVICER
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183
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SECTION 13.01.
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Reports and Notices.
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183
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SECTION 13.02.
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Master Servicer’s Oversight With Respect
to the SPS Mortgage Loans.
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184
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SECTION 13.03.
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Termination.
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184
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SECTION 13.04.
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Liability and Indemnification.
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184
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SECTION 13.05.
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Confidentiality.
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184
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EXHIBITS
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Exhibit A:
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Form of Class A
Certificate
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A-1
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Exhibit B:
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Form of Class 5-M
Certificate
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B-1
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Exhibit C:
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Form of Class C-B
Certificate
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C-1
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Exhibit D-1:
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Form of Class AR
Certificate
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D-1-1
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Exhibit D-2:
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Form of Class AR-L
Certificate
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D-2-1
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Exhibit E:
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Form of Class P
Certificate
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E-1
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Exhibit F:
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Form of Class 5-X
Certificate
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F-1
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Exhibit G:
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Reserved
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G-1
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Exhibit H:
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Form of Servicer
Information
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H-1
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Exhibit I-1:
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Form of Trust Receipt and Initial
Certification
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I-1
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Exhibit I-2:
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Form of Trust Receipt and
Subsequent Certification
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I-1
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Exhibit J:
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Form of Trust Receipt and Final
Certification
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J-1
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Exhibit K:
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Form of Request for
Release
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K-1
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Exhibit L:
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Form of Transferor
Certificate
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L-1
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Exhibit M-1:
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Form of Investment
Letter
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M-1-1
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Exhibit M-2:
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Form of Rule 144A
Letter
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M-2-1
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Exhibit N:
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Form of Investor Transfer
Affidavit and Agreement
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N-1
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Exhibit O:
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Form of Transfer
Certificate
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O-1
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Exhibit P:
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Form of SPS Mortgage Loans
Report
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P-1-1
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Exhibit Q:
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Form of Foreclosure Settlement
Statement
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Q-1
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Exhibit R:
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Form of Subsequent Transfer
Agreement
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R-1
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Exhibit S:
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Form of Monthly Statement to
Certificateholders
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S-1
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Exhibit T:
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Form of Depositor
Certification
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T-1
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Exhibit U:
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Form of Trust Administrator
Certification
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U-1
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Exhibit V-1:
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Form of Master Servicer
Certification
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V-1-1
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Exhibit V-2:
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Form of Servicer
Certification
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V-2-1
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Exhibit W:
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Form of Certification Regarding
Substitution of Defective Mortgage Loans
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W-1
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SCHEDULES
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Schedule I:
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Mortgage Loan Schedule
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I-1
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Schedule IIA:
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Representations and Warranties of
Seller - DLJMC
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IIA-1
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Schedule IIB:
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Representations and Warranties of
Master Servicer - Wells Fargo
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IIB-1
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Schedule IIC:
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Representations and Warranties of
Servicer - SPS
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IIC-1
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Schedule IID:
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Representations and Warranties of
Servicer - Wells Fargo
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IID-1
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Schedule IIE:
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Representations and Warranties of
Special Servicer - Wilshire
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IIE-1
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Schedule III:
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Representations and Warranties of
DLJMC - Mortgage Loans
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III-1
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APPENDICES
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Appendix A:
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Calculation of Class Y
Principal Reduction Amounts
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APPENDIX A-1
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THIS POOLING AND SERVICING
AGREEMENT, dated as of August 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”), 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 Group
5 Interest Rate Cap Agreement) that is hereby conveyed to the
Trustee in return for the Certificates. The Trust Fund (exclusive
of any entitlement to Assigned Prepayment Premiums, the Group 5
Interest Rate Cap Agreement and the assets held in the Group 5
Interest Rate Cap Account, the Prefunding Account and the
Capitalized Interest Account) for federal income tax purposes shall
consist of four REMICs (referred to as “REMIC I,”
“REMIC II,” “REMIC III” and
“REMIC IV”).
REMIC
I
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 1, Group 2, Group 3
and Group 4 Mortgage Loans and certain other related assets
(exclusive of any entitlement to Assigned Prepayment Premiums, the
Group 5 Interest Rate Cap Agreement and the assets held in the
Group 5 Interest Rate Cap Account, the Prefunding Account and the
Capitalized Interest Account) subject to this Agreement as a real
estate mortgage investment conduit (a “REMIC”) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC I.” Component I
of the Class AR-L Certificates will represent the sole
Class of “residual interests” in REMIC I for
purposes of the REMIC Provisions (as defined herein) under federal
income tax law. The following table irrevocably sets forth the
designation, remittance rate (the “Uncertificated
REMIC I Pass-Through Rate”) and initial Uncertificated
Principal Balance for each of the “regular interests”
in REMIC I (the “REMIC I Regular Interests”)
and the Class Principal Balance of Component I of the
Class AR-L Certificates. The “latest possible maturity
date” (determined solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
Regular Interest shall be the Maturity Date. None of the
REMIC I Regular Interests will be certificated.
Class Designation for each REMIC
I Regular Interest and Component I of the
Class AR-L Certificates
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Uncertificated REMIC
I Pass-Through
Rate
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Initial
Uncertificated
Principal Balance or Class
Principal Balance
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Class Y-1
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Regular
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Variable(1)
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$ 62,651.91
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November 2035
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Class Y-2
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Regular
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Variable(2)
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$ 28,689.88
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November 2035
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Class Y-3
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Regular
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Variable(3)
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$ 29,456.32
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November 2035
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Class Y-4
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Regular
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Variable(4)
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$ 114,461.65
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November 2035
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Class Z-1
|
Regular
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Variable(1)
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$ 125,241,160.50
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November 2035
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Class Z-2
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Regular
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Variable(2)
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$ 57,325,078.87
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November 2035
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Class Z-3
|
Regular
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Variable(3)
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$ 58,856,504.81
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November 2035
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Class Z-4
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Regular
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Variable(4)
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$ 228,808,837.22
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November 2035
|
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Component I of the
Class AR-L
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Residual
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Variable(1)
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$ 50.00
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November 2035
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* 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.
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(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.
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(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.
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(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.
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(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.
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REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 5 Mortgage Loans and certain other
related assets (exclusive of any entitlement to Assigned Prepayment
Premiums, the Group 5 Interest Rate Cap Agreement and the assets
held in the Group 5 Interest Rate Cap Account, the Prefunding
Account and the Capitalized Interest Account) subject to this
Agreement as a real estate mortgage investment conduit (a
“REMIC”) for federal income tax purposes, and such
segregated pool of assets will be designated as
“REMIC II.” Component II of the
Class AR-L Certificates will represent the sole Class of
“residual interests” in REMIC II for purposes of
the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated REMIC II
Pass-Through Rate”) and initial Uncertificated Principal
Balance for each of the “regular interests” in
REMIC II (the “REMIC II Regular Interests”).
The “latest possible maturity date” (determined solely
for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular
Interest shall be the Maturity Date. None of the REMIC II
Regular Interests will be certificated.
Class Designation for each REMIC
II Regular Interest and Component II of the
Class AR-L Certificates
|
|
Uncertificated REMIC
II Pass-Through
Rate
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Initial
Uncertificated
Principal Balance
|
|
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Class AL
|
Regular
|
Variable(1)
|
$496,019,970.82
|
November 2035
|
|
Component II of the
Class AR-L
|
Regular
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N/A
|
$ 0.00
|
November 2035
|
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* 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.
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|
(1) Interest distributed to the REMIC II Regular
Interests Class AL on each Distribution Date will have accrued at
the weighted average of the Net Mortgage Rates for the Group 5
Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date.
|
REMIC
III
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the REMIC I Regular Interests and the
REMIC II Regular Interests and certain other related assets
(exclusive of any entitlement to Assigned Prepayment Premiums, the
Group 5 Interest Rate Cap Agreement and the assets held in the
Group 5 Interest Rate Cap Account, the Prefunding Account and the
Capitalized Interest Account) subject to this Agreement as a real
estate mortgage investment conduit (a “REMIC”) for
federal income tax purposes, and such segregated pool of assets
will be designated as “REMIC III.”
Component I of the Class AR Certificates will represent
the sole Class of “residual interests” in
REMIC III for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table
irrevocably sets forth the designation, remittance rate (the
“Uncertificated REMIC III Pass-Through Rate”) and
initial Uncertificated Principal Balance for each of the
“regular interests” in REMIC III (the
“REMIC III Regular Interests”) and the Class
Principal Balance of Component I of the Class AR
Certificates. The “latest possible maturity date”
(determined solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC III Regular
Interest shall be the Maturity Date. None of the REMIC III
Regular Interests will be certificated.
Class Designation for each REMIC
III Regular Interest and Component I of the
Class AR Certificates
|
|
Uncertificated REMIC
III Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or Class
Principal Balance
|
|
|
Class 1-A-1L
|
Regular
|
Variable(1)
|
$ 28,100,000.00
|
November 2035
|
|
Class 1-A-2L
|
Regular
|
Variable(1)
|
$ 31,100,000.00
|
November 2035
|
|
Class 1-A-3L
|
Regular
|
Variable(1)
|
$ 23,960,000.00
|
November 2035
|
|
Class 1-A-4L
|
Regular
|
Variable(1)
|
$ 23,130,000.00
|
November 2035
|
|
Class 1-A-5L
|
Regular
|
Variable(1)
|
$ 11,810,000.00
|
November 2035
|
|
Class 2-A-1L
|
Regular
|
Variable(2)
|
$ 47,839,000.00
|
November 2035
|
|
Class 2-A-2L
|
Regular
|
Variable(2)
|
$ 6,216,000.00
|
November 2035
|
|
Class 3-A-1L
|
Regular
|
Variable(3)
|
$ 35,530,000.00
|
November 2035
|
|
Class 3-A-2L
|
Regular
|
Variable(3)
|
$ 19,970,000.00
|
November 2035
|
|
Class 4-A-1L
|
Regular
|
Variable(4)
|
$ 206,050,000.00
|
November 2035
|
|
Class 4-A-2L
|
Regular
|
Variable(4)
|
$ 9,710,000.00
|
November 2035
|
|
Class C-B-1L
|
Regular
|
Variable(5)
|
$ 13,405,000.00
|
November 2035
|
|
Class C-B-2L
|
Regular
|
Variable(5)
|
$ 4,705,000.00
|
November 2035
|
|
Class C-B-3L
|
Regular
|
Variable(5)
|
$ 2,120,000.00
|
November 2035
|
|
Class C-B-4L
|
Regular
|
Variable(5)
|
$ 1,645,000.00
|
November 2035
|
|
Class C-B-5L
|
Regular
|
Variable(5)
|
$ 1,645,000.00
|
November 2035
|
|
Class C-B-6L
|
Regular
|
Variable(5)
|
$ 2,115,000.00
|
November 2035
|
|
Class C-B-7L
|
Regular
|
Variable(5)
|
$ 1,416,791.00
|
November 2035
|
|
Class LT-1
|
Regular
|
Variable(6)
|
$ 495,935,334.94
|
November 2035
|
|
Class LT-2
|
Regular
|
Variable(6)
|
$ 14,568.11
|
November 2035
|
|
Class LT-3
|
Regular
|
0.00%
|
$ 35,033.88
|
November 2035
|
|
Class LT-4
|
Regular
|
Variable(7)
|
$ 35,033.88
|
November 2035
|
|
|
|
|
|
|
|
Component I of the Class AR
|
Residual
|
Variable(1)
|
$ 50.00
|
|
|
|
|
|
|
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC III Regular and Residual
Interests, the “latest possible maturity date” shall be
the Final Maturity Date.
|
|
|
(1) Interest
distributed to the REMIC III Regular Interest 1-A-1L, 1-A-2L,
1-A-3L, 1-A-4L and 1-A-5L and Component I of the Class AR
Certificates on each Distribution Date will have accrued at the
weighted average of the Net Mortgage Rates for the Group 1
Loans on the applicable Uncertificated Principal Balance or Class
Principal Balance outstanding immediately before such Distribution
Date.
|
|
|
(2) Interest distributed to the REMIC III
Regular Interest 2-A-1L and 2-A-2L on each Distribution Date will
have accrued at the weighted average of the Net Mortgage Rates for
the Group 2 Loans on the applicable Uncertificated Principal
Balance outstanding immediately before such Distribution
Date.
|
|
|
(3) Interest distributed to the REMIC III
Regular Interest 3-A-1L 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, 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 Interests C-B-1L, C-B-2L, C-B-3L, C-B-4L, C-B-5L, C-B-6L
and C-B-7L on each Distribution Date will have accrued at the
weighted average of (a) the weighted average of the Net
Mortgage Rates for the Group 1 Loans, (b) the weighted
average of the Net Mortgage Rates for the Group 2 Loans,
(c) the weighted average of the Net Mortgage Rates for the
Group 3 Loans and (d) the weighted average of the Net
Mortgage Rates for the Group 4 Loans, weighted on the basis of
the Subordinate Component Balances of the respective Loan Groups,
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 and Class Y-4 REMIC I
Regular Interests weighted on the basis of their respective
principal balances
|
|
(6) 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 5 Loans on the applicable Uncertificated Principal Balance
outstanding immediately before such Distribution Date
|
|
(7) 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 5 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 and the footnotes that follow irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Class Principal
Balance, and certain other features, 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
|
$ 28,100,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 31,100,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-3
|
$ 23,960,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-4
|
$ 23,130,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 1-A-X
|
Notional(3)
|
Variable(4)
|
$100,000
|
$1
|
|
Class 1-A-5
|
$ 11,810,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$ 47,839,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 2-A-2
|
$ 6,216,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$ 35,530,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 3-A-2
|
$ 19,970,000.00
|
Variable(7)
|
$25,000
|
$1
|
|
Class 3-A-X
|
Notional(8)
|
Variable(9)
|
$100,000
|
$1
|
|
Class 4-A-1
|
$206,050,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 4-A-2
|
$ 9,710,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$315,500,000.00
|
Variable(11)
|
$25,000
|
$1
|
|
Class 5-A-2-1
|
$ 66,000,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class 5-A-2-2
|
$ 31,000,000.00
|
Variable(13)
|
$25,000
|
$1
|
|
Class 5-A-3
|
$ 45,820,000.00
|
Variable(14)
|
$25,000
|
$1
|
|
Class 5-M-1
|
$ 17,860,000.00
|
Variable(15)
|
$25,000
|
$1
|
|
Class 5-M-2
|
$ 10,910,000.00
|
Variable(16)
|
$25,000
|
$1
|
|
Class 5-M-3
|
$ 5,210,000.00
|
Variable(17)
|
$25,000
|
$1
|
|
Class 5-M-4
|
$ 2,480,000.00
|
Variable(18)
|
$25,000
|
$1
|
|
Class 5-M-5
|
$ 1,239,000.00
|
Variable(19)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 13,405,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 4,705,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 2,120,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 1,645,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 1,645,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 2,115,000.00
|
Variable(20)
|
$25,000
|
$1
|
|
Class C-B-7
|
$ 1,416,791.16
|
Variable(20)
|
$25,000
|
$1
|
|
Class 5-X
|
$ 970.82(21)
|
Variable(22)
|
(23)
|
N/A
|
|
Class P
|
(24)
|
N/A
|
(25)
|
N/A
|
|
Component II of
Class AR(26)
|
$ 0.00
|
N/A
|
(27)
|
N/A
|
_______________
|
(1)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 1-A-1, Class 1-A-2 ,
Class 1-A-3 and Class 1-A-5 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 1-A-4 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 1 for
that Distribution Date, less the Class 1-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 1-A-X Notional Amount. The initial Class 1-A-X
Notional Amount will be $23,130,000.
|
|
(4)
|
The Pass-Through Rate on the Class 1-A-X
Certificates for each Distribution Date to and including the May
2010 Distribution Date will equal 0.1351% per annum. After the May
2010 Distribution Date, the Pass-Through Rate for the
Class 1-A-X Certificates will equal 0.0000% per
annum.
|
|
(5)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 2-A-1 and Class 2-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate
for Loan Group 2 for that Distribution Date.
|
|
(6)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class 3-A-1 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 3 for
that Distribution Date.
|
|
(7)
|
With respect to each Distribution Date, the
Pass-Through-Rate for the Class 3-A-2 Certificates shall be a
per annum rate equal to the Net WAC Rate for Loan Group 3 for
that Distribution Date, less the Class 3-A-X Pass-Through Rate
for such Distribution Date.
|
|
(8)
|
These certificates will not receive any
distributions of principal, but will accrue interest on the
Class 3-A-X Notional Amount. The initial Class 3-A-X
Notional Amount will be $19,970,000.
|
|
(9)
|
The Pass Through Rate on the Class 3-A-X
Certificates for each Distribution Date to and including the July
2015 Distribution Date will equal 0.0923% per annum. After the July
2015 Distribution Date, the Pass-Through Rate for the
Class 3-A-X Certificates will equal 0.0000% per
annum.
|
|
(10)
|
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.
|
|
(11)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-A-1 Certificates is 3.940%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-A-1 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate
Index and the applicable Certificate Margin for such Distribution
Date, (b) the Net Funds Cap and (c) 11.00%.
|
|
(12)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-A-2-1 Certificates is 3.790%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(13)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-A-2-2 Certificates is 4.020%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(14)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-A-3 Certificates is 3.990%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-A-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 Net Funds Cap and (c) 11.00%.
|
|
(15)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-M-1 Certificates is 4.190%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(16)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-M-2 Certificates is 4.320%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(17)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-M-3 Certificates is 5.020%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(18)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-M-4 Certificates is 5.470%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-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 Net Funds Cap and (c) 11.00%.
|
|
(19)
|
The Pass-Through Rate for the September 2005
Distribution Date for the Class 5-M-5 Certificates is 5.870%
per annum. After such Distribution Date, the Pass-Through Rate for
the Class 5-M-5 Certificates shall be a per annum rate equal
to the least of (a) the sum of the applicable Certificate
Index and the applicable Certificate Margin for such Distribution
Date, (b) the Net Funds Cap and (c) 11.00%.
|
|
(20)
|
With respect to each Distribution Date, the
Pass-Through Rate for the Class C-B-1, Class C-B-2,
Class C-B-3, Class C-B-4, Class C-B-5,
Class C-B-6 and Class C-B-7 Certificates shall be a per
annum rate equal to the quotient, expressed as a percentage of
(a) the sum of (i) the product of (x) the Net WAC
Rate of Loan Group 1 for that Distribution Date and
(y) the Subordinate Component Balance for Loan
Group 1 immediately prior to such Distribution Date,
(ii) the product of (x) the Net WAC Rate of Loan
Group 2 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 2
immediately prior to such Distribution Date, (iii) the product
of (x) the Net WAC Rate of Loan Group 3 for that
Distribution Date and (y) the Subordinate
Component Balance for Loan Group 3 immediately prior to
such Distribution Date and (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.
|
|
(21)
|
The Class 5-X Certificates will not accrue
interest on their Class Principal Balance. The Class 5-X
Certificates accrue interest on the Class 5-X Notional
Amount.
|
|
(22)
|
The Class 5-X Certificates will be comprised
of two REMIC IV regular interests, a principal only regular
interest designated 5-X-PO and an interest only regular interest
designated 5-X-IO, which will be entitled to distributions as set
forth herein. On each Distribution Date, the Class 5-X
Certificates shall be entitled to the Class 5-X Distributable
Amount. With respect to any Distribution Date, interest accrued on
the Class 5-X Certificates during the related Accrual Period
shall equal interest at the related Pass-Through Rate on the
Class 5-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 5-X Certificates or the REMIC IV
Regular Interest 5-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 and
LT4. For purposes of calculating the Pass-Through Rate for the
Class 5-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 minus the Marker Rate, applied
to a notional amount equal to the aggregate Uncertificated
Principal Balance of REMIC III Regular Interests
LT1;
|
|
|
(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; and
|
|
|
|
|
|
|
(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.
|
Accrued interest on the
Class 5-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 5 Certificates in respect of
Basis Risk Shortfalls from the Group 5 Available Distribution
Amount shall be deemed to have first been distributed from
REMIC IV to the holders of the Class 5-X Certificates in
respect of the Class 5-X-IO REMIC IV Regular Interest and
then paid by such holders to such Class of Group 5
Certificates.
|
(23)
|
The Class 5-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.
|
|
|
(24)
|
The Class P Certificates will not have a
Class Principal Balance. The Class P Certificates shall have an
initial notional balance of $951,881,862 and will be entitled to
distributions of Assigned Prepayment Premiums only. Such
entitlement shall not be an interest in any REMIC created
hereunder.
|
|
|
(25)
|
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.
|
|
|
(26)
|
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).
|
|
|
(27)
|
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 5-X
Certificates, to the extent it is entitled to funds from the REMIC,
and then paid outside of the REMIC pursuant to a separate
contractual right to such Certificateholder.
The foregoing REMIC structure is
intended to cause all of the cash from the Mortgage Loans to flow
through to REMIC IV as cash flow on a REMIC regular interest,
without creating any shortfall—actual or potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the structure is believed to diverge from such
intention the Trust Administrator shall resolve ambiguities to
accomplish such result and shall to the extent necessary rectify
any drafting errors or seek clarification to the structure without
Certificateholder approval (but with guidance of counsel) to
accomplish such intention.
Set forth below are designations of
Classes of Certificates to the categories used herein:
|
Book-Entry
Certificates
|
All
Classes of Certificates other than the Physical
Certificates.
|
|
Class A Certificates
|
The
Group 1, Group 2, Group 3, Group 4 and Group 5
Senior Certificates.
|
|
Class C-B Certificates
|
The
Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5, Class C-B-6 and
Class C-B-7 Certificates.
|
|
Class M Certificates
|
The
Class 5-M-1, Class 5-M-2, Class 5-M-3,
Class 5-M-4 and Class 5-M-5 Certificates.
|
|
ERISA-Restricted Certificates
|
Residual
Certificates and Private Certificates; and any Certificates that do
not satisfy the applicable ratings requirement under the
Underwriter’s Exemption.
|
|
Group 1 Certificates
|
The
Class 1-A-1, Class 1-A-2, Class 1-A-3,
Class 1-A-4, Class 1-A-X, Class 1-A-5 and Residual
Certificates.
|
|
Group 2 Certificates
|
The
Class 2-A-1 and Class 2-A-2 Certificates.
|
|
Group 3 Certificates
|
The
Class 3-A-1, Class 3-A-2 and Class 3-A-X
Certificates.
|
|
Group 4 Certificates
|
The
Class 4-A-1 and Class 4-A-2 Certificates.
|
|
Group 5
Certificates
|
The Group
5 Senior Certificates, Class 5-X Certificates and Class M
Certificates.
|
|
Group 5
Senior Certificates
|
The Class
5-A-1, Class 5-A-2-1, Class 5-A-2-2 and Class 5-A-3
Certificates.
|
|
LIBOR
Certificates
|
The Group
5 Senior Certificates and Class M Certificates.
|
|
Notional
Amount Certificates
|
The Class
1-A-X, Class 3-A-X and Class 5-X Certificates.
|
|
Offered
Certificates
|
All
Classes of Certificates other than the Private
Certificates.
|
|
Private
Certificates
|
The
Class C-B-5, Class C-B-6, Class C-B-7,
Class 5-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 5-X Certificates.
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All covenants and agreements made by
the Depositor herein are for the benefit and security of the
Certificateholders. The Depositor is entering into this Agreement,
and the Trustee is accepting the trusts created hereby and thereby,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.
The parties hereto intend to effect
an absolute sale and assignment of the Mortgage Loans to the
Trustee for the benefit of Certificateholders under this Agreement.
However, the Depositor and the Seller will hereunder absolutely
assign and, as a precautionary matter grant a security interest, in
and to its rights, if any, in the related Mortgage Loans to the
Trustee on behalf of Certificateholders to ensure that the interest
of the Certificateholders hereunder in the Mortgage Loans is fully
protected.
W I T N E S S E T H T H A
T:
In consideration of the mutual
agreements herein contained, the Depositor, the Seller, the Master
Servicer, the Servicers, the Special Servicer, the Trustee and the
Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:
1933 Act : The Securities Act of 1933, as
amended.
Accepted Servicing
Practices : With respect
to any Mortgage Loan, those mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the
same type as such Mortgage Loan in the jurisdiction where the
related Mortgaged Property is located.
Accrual Period
: For any interest bearing
Class of Certificates, other than the LIBOR Certificates, and
any Distribution Date, the calendar month immediately preceding
such Distribution Date and with respect to the LIBOR Certificates,
the period beginning on the immediately preceding Distribution Date
(or the Closing Date, in the case of the first Accrual Period) and
ending on the day immediately preceding such Distribution
Date.
Advance : With respect to any Non-Designated Mortgage
Loan, any 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 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 PHH Mortgage
Serviced Mortgage Loan, the payment required to be made by
(i) PHH Mortgage on the Remittance Date (as defined in the PHH
Mortgage Underlying Servicing Agreement) relating to any
Distribution Date pursuant to Section 5.03 of the PHH Mortgage
Underlying Servicing Agreement or (ii) the Master Servicer
with respect to any Distribution Date pursuant to
Section 3.22(b) of this Agreement.
With respect to any Wachovia
Serviced Mortgage Loan, the payment required to be made by
(i) Wachovia with respect to any Distribution Date pursuant to
Section 5.03 of the Wachovia Underlying Servicing Agreement or
(ii) the Master Servicer with respect to any Distribution Date
pursuant to Section 3.22(b) of this Agreement.
With respect to any 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 Underlying 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
with respect 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.
With respect to any Bank of America
Serviced Mortgage Loan, the payment required to be made by
(i) Bank of America with respect to any Distribution Date
pursuant to Section 5.03 of the Bank of America Underlying
Servicing Agreement or (ii) the Master Servicer with respect
to any Distribution Date pursuant to Section 3.22(b) of
this Agreement.
With respect to any GMAC Mortgage
Serviced Mortgage Loan, the payment required to be made by
(i) GMAC Mortgage with respect to any Distribution Date
pursuant to Section 5.03 of the GMAC Mortgage 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 WMB Serviced
Mortgage Loan, the payment required to be made by (i) WMB with
respect to any Distribution Date pursuant to Section 2.16 of
the WMB 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 1-4
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 and Loan Group 4 as of such
date of determination.
Aggregate Loan
Group Balance : With
respect to any Loan Group and as of any date of determination, will
be equal to the aggregate Stated Principal Balance of the Mortgage
Loans in such Loan Group as of the first day of the month of
such date of determination, plus, with respect to Loan
Group 5, the amount on deposit in the Prefunding Account as of
the first day of such month.
Aggregate Subsequent Transfer
Amount : With respect to
any Subsequent Transfer Date, the aggregate Stated Principal
Balances as of the applicable Cut-off Date of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the revised Mortgage Loan Schedule delivered pursuant to
Section 2.01(e); provided , however , that such
amount shall not exceed the amount on deposit in the Prefunding
Account.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income
: All income derived from the
Non-Designated Mortgage Loans, other than Servicing Fees and Master
Servicing Fees, including but not limited to, late charges, fees
received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and
charges. Ancillary Income does not include any Assigned Prepayment
Premiums.
Applied Loss Amount
: With respect to any Distribution
Date, with respect to the Group 5 Certificates, the excess, if any,
of (i) the aggregate Class Principal Balances of the Group 5
Certificates (other than the related Notional Amount Certificates),
after giving effect to all Realized Losses with respect to the
Mortgage Loans in Loan Group 5 during the Collection Period
for such Distribution Date and payments of principal on such
Distribution Date over (ii) the Aggregate Loan Group Balance
for Loan Group 5 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, any Prepayment
Premium on a SPS 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 August 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.
Auction Administration
Agreement : The Auction
Administration Agreement, dated as of August 30, 2005, between the
Swap Counterparty and the Auction Administrator.
Auction Administrator
: As defined in
Section 3.24(a).
Auction Certificates
: The Class 1-A-2,
Class 1-A-3 and Class 1-A-4 Certificates.
Available Distribution
Amount : With respect to
any Distribution Date and each of Group 1, Group 2,
Group 3 and Group 4 the sum of:
(i) all
amounts in respect of Scheduled Payments (net of the related
Expense Fees) due on the related Due Date and received prior to the
related Determination Date on the related Mortgage Loans, together
with any Advances in respect thereof;
(ii) all
Insurance Proceeds (to the extent not applied to the restoration of
the Mortgaged Property or released to the Mortgagor in accordance
with the applicable Servicer’s Accepted Servicing Standards),
all Liquidation Proceeds received during the calendar month
preceding the month of that Distribution Date on the related
Mortgage Loans, in each case net of unreimbursed Liquidation
Expenses incurred with respect to such Mortgage Loans;
(iii) all
Principal Prepayments received during the related Prepayment Period
on the related Mortgage Loans, excluding Prepayment
Premiums;
(iv) amounts
received with respect to such Distribution Date as the Substitution
Adjustment Amount or Purchase Price in respect of a Mortgage Loan
in the related Loan Group repurchased by the Seller, purchased
by a Holder of a Subordinate Certificate pursuant to
Section 3.11(f) or purchased by the Special Servicer
pursuant to Section 3.11(g) as of such Distribution
Date;
(v) any
amounts payable as Compensating Interest Payments by a Servicer
with respect to the related Mortgage Loans on such Distribution
Date;
(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.
Bank of America
: Bank of America, National
Association, and its successors and assigns.
Bank of America Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
Bank of America is the applicable Servicer.
Bank of America Reconstituted
Servicing Agreement :
That certain Reconstituted Servicing Agreement dated as of August
1, 2005 among DLJMC, Bank of America, the Master Servicer and the
Trust Administrator, and acknowledged by the Trustee.
Bank of America Underlying
Servicing Agreement :
The “Servicing Agreement” referred to in the Bank of
America Reconstituted Servicing Agreement.
Bankruptcy Code
: The United States Bankruptcy Code,
as amended from time to time (11 U.S.C. §§ 101 et
seq .).
Bankruptcy Coverage Termination
Date : The point in time
at which the Bankruptcy Loss Coverage Amount is reduced to
zero.
Bankruptcy Loss
: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that Loan
Group incurred as a result of a Deficient Valuation or Debt
Service Reduction.
Bankruptcy Loss Coverage
Amount : As of any
Determination Date, the Bankruptcy Loss Coverage Amount shall equal
the Initial Bankruptcy Loss Coverage Amount as reduced by
(i) the aggregate amount of Bankruptcy Losses allocated to the
Class C-B Certificates since the Cut-off Date and
(ii) any permissible reductions in the Bankruptcy Loss
Coverage Amount as evidenced by a letter of each Rating Agency to
the Trust Administrator to the effect that any such reduction will
not result in a downgrading, or otherwise adversely affect, of the
then current ratings assigned to such Classes of Certificates rated
by it.
Basis Risk Shortfall
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (i) the
excess, if any, of (a) the related Current Interest calculated
on the basis of the least of (x) the applicable Certificate
Index plus the applicable Certificate Margin, (y) the Maximum
Interest Rate and (z) 11.00% over (b) the related Current
Interest for the applicable Distribution Date, (ii) any amount
described in clause (i) remaining unpaid from prior
Distribution Dates, and (iii) interest on the amount in clause
(ii) for the related Accrual Period calculated at a per annum
rate equal to the least of (x) the
applicable Certificate Index plus
the applicable Certificate Margin, (y) the applicable Maximum
Interest Rate and (z) 11.00%.
Beneficial Holder
: A Person holding a beneficial
interest in any Certificate through a Participant or an Indirect
Participant or a Person holding a beneficial interest in any
Definitive Certificate.
Book-Entry Auction
Certificates : As defined
in Section 6.02(i)(B).
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, (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, or (iii) as used in the Swap
Agreement and the Auction Administration Agreement, also a day on
which banking institutions in London, England are authorized or
obligated by law or executive order to be closed.
Capitalized Interest
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to
Section 3.05(h) hereof. The Capitalized Interest Account
shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any REMIC.
Except as provided in Section 3.05(h) hereof, any
investment earnings on the Capitalized Interest Account shall be
treated as owned by the Depositor and will be taxable to the
Depositor.
Capitalized Interest
Deposit :
$179,208.65.
Capitalized Interest
Distribution : With
respect to the September 2005, October 2005 and
November 2005 Distribution Dates, an amount equal to 30 days
of interest (based on a 360-day year) on the aggregate amount on
deposit in the Prefunding Account at the end of the related
Collection Period accruing at a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Mortgage Loans in
Loan Group 5 as of the first day of the related Collection
Period. If REMIC II is unable to pay the REMIC II
Interests in respect of Loan Group 5 their stated pass-through
rates due to an insufficiency in the Capitalized Interest
Distribution, the Depositor will contribute any amounts to
REMIC II necessary to pay the REMIC II Interests their
stated pass-through rates.
Capitalized Interest Release
Amount : With respect to
each of the September 2005, October 2005 and
November 2005 Distribution Dates, an amount equal to the
excess of (a) the amount remaining on deposit in the
Capitalized Interest Account on such Distribution after
distribution of the Capitalized Interest Distribution for such
Distribution Date, over (b) the Capitalized Interest
Requirement for such Distribution Date.
Capitalized Interest
Requirement : With
respect to the September 2005 Distribution Date, an amount
equal to 60 days of interest (based on a 360-day year) accruing at
the Capitalized Interest Requirement Rate for such Distribution
Date on the aggregate amount on deposit in the Prefunding Account
at the end of the related Collection Period and with respect to the
October 2005 Distribution Date, an amount equal to 30 days of
interest (based on a 360-day year) accruing at the Capitalized
Interest Requirement Rate for such Distribution Date on the
aggregate amount on deposit in the Prefunding Account at the end of
the related Collection Period. With respect to the
November 2005 Distribution Date and any Distribution Date
thereafter, zero.
Capitalized Interest Requirement
Rate : With respect to
the September 2005 and October 2005 Distribution Dates, a
per annum rate equal to the sum of (i) the Certificate Index
for such Distribution Date, (ii) the weighted average of the
Certificate Margins of the Group 5 Certificates for such
Distribution Date (weighted with respect to the Group 5 Subordinate
Certificates based on the related portion of the Group 5
Subordinate Balance), (iii) the weighted average of the
Expense Fee Rates of the Mortgage Loans in Loan Group 5 for
such Distribution Date and (iv) with respect to the
September 2005 Distribution Date, 0.35% and with respect to
the October 2005 Distribution Date, 0.70%.
Carryforward Interest
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (1) the amount,
if any, by which (x) the sum of (A) Current Interest for
such Class for the immediately preceding Distribution Date and
(B) any unpaid Carryforward Interest for such Class from
previous Distribution Dates exceeds (y) the amount paid in
respect of interest on such Class on such immediately
preceding Distribution Date, and (2) interest on such amount for
the related Accrual Period at the applicable Pass-Through
Rate.
Cash Remittance Date
: With respect to any Distribution
Date and (A) SPS, 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 5-A-3 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 5-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
Loan Group Balance for Loan Group 5 as of such date of
determination, over (B) the then aggregate Class Principal Balance
of the Group 5 Senior Certificates and Class M Certificates
then outstanding, which represents the sum of (i) the initial
principal balance of the
REMIC IV Regular Interest
5-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 5-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 or Certificate Group 5, 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.
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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5-A-1
|
0.270%
|
0.540%
|
|
5-A-2-1
|
0.120%
|
0.240%
|
|
5-A-2-2
|
0.350%
|
0.700%
|
|
5-A-3
|
0.320%
|
0.640%
|
|
5-M-1
|
0.520%
|
1.020%
|
|
5-M-2
|
0.650%
|
1.150%
|
|
5-M-3
|
1.350%
|
1.850%
|
|
5-M-4
|
1.800%
|
2.300%
|
|
5-M-5
|
2.200%
|
2.700%
|
___________
|
(1)
|
On and prior to the first Distribution Date on
which the Optional Termination for Loan Group 5 may
occur.
|
|
(2)
|
After the first Distribution Date on which the
Optional Termination for Loan Group 5 may occur.
|
Certificate Register
: The register maintained pursuant
to Section 6.02(a) hereof.
Class : All Certificates bearing the same class
designation as set forth in the Preliminary Statement.
Class 1-A-X Notional
Amount : For any
Distribution Date, the Class Principal Balance of the
Class 1-A-4 Certificates immediately prior to that
Distribution Date.
Class 3-A-X Notional
Amount : For any
Distribution Date, the Class Principal Balance of the
Class 3-A-2 Certificates immediately prior to that
Distribution Date.
Class 5-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 5
Senior Certificates, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the
Class 5-M-1 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of
(i) 90.30% and (ii) the Aggregate Loan Group Balance for
Loan Group 5 for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Loan Group Balance for Loan
Group 5 for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 5 as of the Initial
Cut-off Date.
Class 5-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 5
Senior Certificates and Class 5-M-1 Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 5-M-2
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 94.70% and
(ii) the Aggregate Loan Group Balance for Loan Group 5 for
such Distribution Date and (B) the amount, if any, by which
(i) the Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance for Loan Group 5 as of the Initial Cut-off
Date.
Class 5-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 5
Senior Certificates, Class 5-M-1 and Class 5-M-2
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the
Class 5-M-3 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the
product of (i) 96.80% and (ii) the Aggregate Loan Group
Balance for Loan Group 5 for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Loan Group Balance
for Loan Group 5 for such Distribution Date exceeds (ii) 0.50%
of the Aggregate Loan Group Balance for Loan Group 5 as of the
Initial Cut-off Date.
Class 5-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 5
Senior Certificates, Class 5-M-1, Class 5-M-2 and
Class 5-M-3 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class
Principal Balance of the Class 5-M-4 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of
(A) the product of (i) 97.80% and (ii) the Aggregate
Loan Group Balance for Loan Group 5 for such Distribution Date and
(B) the amount, if any, by which (i) the Aggregate Loan Group
Balance for Loan Group 5 for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for Loan Group
5 as of the Initial Cut-off Date.
Class 5-M-5 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Balance of the Group 5
Senior Certificates, Class 5-M-1, Class 5-M-2,
Class 5-M-3 and Class 5-M-4 Certificates, in each case,
after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 5-M-5
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 98.30% and
(ii) the Aggregate Loan Group Balance for Loan Group 5 for
such Distribution Date and (B) the amount, if any, by which
(i) the Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance for Loan Group 5 as of the Initial Cut-off
Date.
Class 5-X Distributable
Amount : With respect to
any Distribution Date and the Class 5-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 5-X Certificates (as described in the Preliminary
Statement) and (b) the Overcollateralization Release Amount,
if any, for such Distribution Date.
Class 5-X Notional
Amount : With respect to
the Class 5-X Certificates or REMIC IV Regular Interest
5-X-IO and any Distribution Date, the aggregate of the
Uncertificated Principal Balances of the REMIC III Regular
Interests LT1, LT2, LT3 and LT4 immediately prior to such
Distribution Date, (which for clarification is equal to the
Aggregate Loan Group Balance for 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)).
Class A
Certificates : As
specified in the Preliminary Statement.
Class AL Principal
Distribution Amount : For
any Distribution Date, the excess, if any, of the Class AL
Principal Reduction Amount for such Distribution Date over the
principal portion of Realized Losses allocated to the Class AL
Regular Interest on such Distribution Date.
Class AL Principal Reduction
Amount : The
Class AL Principal Reduction Amount for the Class AL
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class AL 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 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 1-4
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 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 5-M-1, Class 5-M-2, Class 5-M-3,
Class 5-M-4 and Class 5-M-5 Certificates.
Class Notional
Amount : The
Class 1-A-X Notional Amount, the Class 3-A-X Notional
Amount or the Class 5-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 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 and Class Y-4
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 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 Available Distribution Amount for the related Group (i.e.
the “related Group” for the Class Z-1 Regular
Interest is the Group 1 Loans, the “related Group”
for the Class Z-2 Regular Interest is the Group 2 Loans,
the “related Group” for the Class Z-3 Regular
Interest is the Group 3 Loans and the “related
Group” for the Class Z-4 Regular Interest is the
Group 4 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 and Class Z-4
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.
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
: August 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
Wells Fargo Serviced Mortgage Loans, the lesser of (i) one
twelfth (1/12) of a percentage (which ranges from 0.25% to 0.375%)
of the aggregate Stated Principal Balance of the Wells Fargo
Serviced Mortgage Loans, as of the Due Date in the month of such
Distribution Date, and (ii) the aggregate Prepayment Interest
Shortfall allocable to Payoffs and Curtailments with respect to the
Wells Fargo Serviced Mortgage Loans.
For any Distribution Date and the
Master Servicer, the Compensating Interest Payment shall be equal
to:
(a) with
respect to the SPS Serviced Mortgage Loans, the excess of
(i) the Compensating Interest Payment required to be remitted
by SPS for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by SPS for such Distribution
Date;
(b) with
respect to the Wells Fargo Serviced Mortgage Loans, the excess of
(i) the Compensating Interest Payment required to be remitted
by Wells Fargo for such Distribution Date over (ii) the
Compensating Interest Payment actually remitted by Wells Fargo for
such Distribution Date;
(c) with
respect to the 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;
(d) with
respect to the PHH Mortgage Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the PHH Mortgage
Underlying Servicing Agreement) required to be remitted by PHH
Mortgage on the Remittance Date (as defined in the PHH Mortgage
Underlying Servicing Agreement) relating to such Distribution Date
over (ii) the Compensating Interest (as defined in the PHH
Mortgage Underlying Servicing Agreement) actually remitted by PHH
Mortgage on the Remittance Date (as defined in the PHH Mortgage
Underlying Servicing Agreement) relating to such Distribution
Date;
(e) with
respect to the National City Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the National City
Underlying Servicing Agreement) required to be remitted by National
City on the Remittance Date (as defined in the National City
Underlying Servicing Agreement) relating to such Distribution Date
over (ii) the Compensating Interest (as defined in the
National City Underlying Servicing Agreement) actually remitted by
National City on the Remittance Date (as defined in the National
City Underlying Servicing Agreement) relating to such Distribution
Date;
(f) with
respect to the IndyMac Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the IndyMac
Underlying Servicing Agreement) required to be remitted by IndyMac
on the Remittance Date (as defined in the IndyMac Underlying
Servicing Agreement) relating to such Distribution Date over
(ii) the Compensating Interest (as defined in the IndyMac
Underlying Servicing Agreement) actually remitted by IndyMac on the
Remittance Date (as defined in the IndyMac Underlying Servicing
Agreement) relating to such Distribution Date;
(g) with
respect to the Bank of America Serviced Mortgage Loans, the excess
of (i) the Compensating Interest (as defined in the Bank of
America Underlying Servicing Agreement) required to be remitted by
Bank of America on the Remittance Date (as defined in the Bank of
America Underlying Servicing Agreement) relating to such
Distribution Date over (ii) the Compensating Interest (as
defined in the Bank of America Underlying Servicing Agreement)
actually remitted by Bank of America on the Remittance Date (as
defined in the Bank of America Underlying Servicing Agreement)
relating to such Distribution Date;
(h) with
respect to the GMAC Mortgage Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the GMAC Mortgage
Underlying Servicing Agreement) required to be remitted by GMAC
Mortgage on the Remittance Date (as defined in the GMAC Mortgage
Underlying Servicing Agreement) relating to such Distribution Date
over (ii) the Compensating Interest (as defined in the GMAC
Mortgage Underlying Servicing Agreement) actually remitted by GMAC
Mortgage on the Remittance Date (as defined in the GMAC Mortgage
Underlying Servicing Agreement) relating to such Distribution
Date;
(i) with
respect to the WMB Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the WMB
Underlying Servicing Agreement) required to be remitted by WMB on
the Remittance Date (as defined in the WMB Underlying Servicing
Agreement) relating to such Distribution Date over (ii) the
Compensating Interest (as defined in the WMB Underlying Servicing
Agreement) actually remitted by WMB on the Remittance Date (as
defined in the WMB Underlying Servicing Agreement) relating to such
Distribution Date; and
(j) with
respect to the Wachovia Serviced Mortgage Loans, the excess of
(i) the Compensating Interest (as defined in the Wachovia
Servicing Agreement) required to be remitted by Wachovia on the
Monthly Remittance Date (as defined in the Wachovia Servicing
Agreement) relating to such Distribution Date over (ii) the
amount of Compensating Interest (as defined in the Wachovia
Servicing Agreement) actually remitted by Wachovia on the Monthly
Remittance Date (as defined in the Wachovia Servicing Agreement)
relating to such Distribution Date.
Cooperative
Corporation : With
respect to any Cooperative Loan, the cooperative apartment
corporation that holds legal title to the related Cooperative
Property and grants occupancy rights to units therein to
stockholders through Proprietary Leases or similar
arrangements.
Cooperative Lien
Search : A search for
(a) federal tax liens, mechanics’ liens, lis pendens,
judgments of record or otherwise against (i) the Cooperative
Corporation and (ii) the seller of the Cooperative Unit,
(b) filings of Financing Statements and (c) the deed of
the Cooperative Property into the Cooperative
Corporation.
Cooperative Loan
: A Mortgage Loan that is secured by
a first lien on and a perfected security interest in Cooperative
Shares and the related Proprietary Lease granting exclusive rights
to occupy the related Cooperative Unit in the building owned by the
related Cooperative Corporation.
Cooperative Property
: With respect to any Cooperative
Loan, all real property and improvements thereto and rights therein
and thereto owned by a Cooperative Corporation including without
limitation the land, separate dwelling units and all common
elements.
Cooperative Shares
: With respect to any Cooperative
Loan, the shares of stock issued by a Cooperative Corporation and
allocated to a Cooperative Unit and represented by stock
certificates.
Cooperative Unit
: With respect to any Cooperative
Loan, a specific unit in a Cooperative Property.
Corporate Trust Office
: With respect to the Trustee, the
designated office of the Trustee at which at any particular time
its corporate trust business with respect to this Agreement shall
be administered, which office at the date of the execution of this
Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota
55107, Attention: Corporate Trust—Structured Finance. With
respect to the Trust Administrator, the designated office of the
Trust Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this
Agreement is located at 9062 Old Annapolis Road, Columbia, MD
21045, Attention: CSFB ARMT 2005-9, 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
2005-9.
Current Interest
: For any Class of Group 5
Certificates, other than the Class 5-X Certificates, and
Distribution Date, the amount of interest accruing at the
applicable Pass-Through Rate on the related Class Principal Balance
of such Class during the related Accrual Period;
provided , that as to each Class of Group 5
Certificates the Current Interest shall be reduced by a pro
rata portion of any Interest Shortfalls to the extent not
covered by Monthly Excess Interest.
Curtailment
: Any payment of principal on a
Mortgage Loan, made by or on behalf of the related Mortgagor, other
than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff,
which is applied to reduce the outstanding Stated Principal Balance
of the Mortgage Loan.
Custodial Agreement
: An agreement, dated as of the date
hereof, among a custodian, the Trustee and the Trust Administrator,
pursuant to which such custodian agrees to hold any of the
documents or instruments referred to in Section 2.01 of this
Agreement as agent for the Trustee. As of the date hereof, the
Custodian shall act pursuant to the LaSalle Custodial
Agreement.
Custodian : A custodian which is appointed pursuant to a
Custodial Agreement. Any Custodian so appointed shall act as agent
on behalf of the Trustee, and shall be compensated by the Trust
Administrator or as otherwise specified therein. Initially, LaSalle
shall serve as Custodian for all of the Mortgage Loans.
Cut-off Date
: For any Initial Mortgage Loan, the
Initial Cut-off Date. For any Subsequent Mortgage Loan, the
applicable Subsequent Cut-off Date.
Cut-off Date Principal
Balance : 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 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 or Loan
Group 4, 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 or Loan
Group 4, 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 5
Subordinate Certificates (other than the Class 5-X
Certificates) and Class 5-A-3 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 5 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 Loan Group Balance for Loan Group 5 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 PHH Mortgage Serviced Mortgage Loans, unless any
such Mortgage Loan is no longer serviced by PHH Mortgage under the
PHH Mortgage 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, the Bank of America
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by Bank of America under the Bank of America Reconstituted
Servicing Agreement, the GMAC Mortgage Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer serviced by GMAC
Mortgage under the GMAC Mortgage Reconstituted Servicing Agreement,
the WMB Serviced Mortgage Loans, unless any such Mortgage Loan is
no longer serviced by WMB under the WMB Reconstituted Servicing
Agreement and the Wachovia Serviced Mortgage Loans, unless any such
Mortgage Loan is no longer serviced by Wachovia under the Wachovia
Servicing Agreement.
Designated Servicer
: Each of SunTrust, PHH Mortgage,
National City, IndyMac, Bank of America, WMB, GMAC Mortgage and
Wachovia.
Designated Servicing
Agreements : Each of the
SunTrust Reconstituted Servicing Agreement, the PHH Mortgage
Reconstituted Servicing Agreement, the National City Reconstituted
Servicing Agreement, IndyMac Reconstituted Servicing Agreement,
Bank of America Reconstituted Servicing Agreement, GMAC Mortgage
Reconstituted Servicing Agreement, WMB Reconstituted Servicing
Agreement and the Wachovia 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
September 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 or Loan
Group 4 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 or Loan Group 4 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 or Loan Group 4 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 or Loan
Group 4 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, $9,409,338,
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 1-4 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 and Loan Group 4 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 and Loan Group 4 as to which a loss is sustained
by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan,
including a loss by reason of the denial of coverage under any
related Mortgage Guaranty Insurance Policy because of such fraud,
dishonesty or misrepresentation.
GMAC Mortgage
: GMAC Mortgage Corporation, and its
successors and assigns.
GMAC Mortgage Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
GMAC Mortgage is the applicable Servicer.
GMAC Mortgage Reconstituted
Servicing Agreement :
That certain Reconstituted Servicing Agreement dated as of August
1, 2005 among DLJMC, GMAC Mortgage, the Master Servicer and the
Trust Administrator, and acknowledged by the Trustee.
GMAC Mortgage Underlying
Servicing Agreement : The
“Servicing Agreement” referred to in the GMAC Mortgage
Reconstituted Servicing Agreement.
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 or Loan Group 5, 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 aggregate Class Principal Balance of
the Group 4 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.
Group 5 Certificates
: The Group 5 Senior Certificates
and the Group 5 Subordinate Certificates.
Group 5 Credit Support Depletion
Date : The first
Distribution Date on which the aggregate Class Principal Balance of
the Group 5 Subordinate Certificates has been or will be reduced to
zero.
Group 5 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 2005-9, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-9, Group 5
Certificates” Funds in the Group 5 Interest Rate Cap Account
shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement. The Group 5 Interest Rate Cap
Account will not be an asset of any REMIC. Ownership of the Group 5
Interest Rate Cap Account is evidenced by the Class 5-X
Certificates.
Group 5 Interest Rate Cap
Agreement : The interest
rate cap agreement relating to the Group 5 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
Group 5 Interest Rate Cap Counterparty, as such agreement may
be amended and supplemented in accordance with its terms and any
replacement Group 5 Interest Rate Cap Agreement acceptable to the
Depositor and the Trustee.
Group 5 Interest Rate Cap
Counterparty : Credit
Suisse First Boston International, or any successor in interest
thereto under the Group 5 Interest Rate Cap Agreement.
Group 5 Senior
Certificates : The
Class 5-A-1, Class 5-A-2-1, Class 5-A-2-2 and
Class 5-A-3 Certificates.
Group 5 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 Loan Group Balance for Loan Group 5 for such Distribution
Date.
Group 5 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 5 Senior Certificates,
immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 83.10% and (ii) the
Aggregate Loan Group Balance for Loan Group 5 for such Distribution
Date and (B) the amount, if any, by which (i) the Aggregate
Loan Group Balance for Loan Group 5 for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Cut-off Date.
Group 5 Subordinate
Certificates : The Class
M Certificates and the Class 5-X Certificates.
Index : With respect to any Mortgage Loan and each
related Adjustment Date, the index as specified in the related
Mortgage Note.
Indirect Participants
: Entities, such as banks, brokers,
dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or
indirectly.
IndyMac : IndyMac Bank, F.S.B., and its successors and
assigns.
IndyMac Serviced Mortgage
Loans : The Mortgage
Loans identified as such on the Mortgage Loan Schedule, for which
IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing
Agreement : That certain
Reconstituted Servicing Agreement dated as of August 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 :
$157,334.
Initial Class Principal
Balance : As set forth in
the Preliminary Statement.
Initial Cut-off Date
: August 1, 2005.
Initial Mortgage Loan
: The initial Mortgage Loans
conveyed by the Depositor to the Trust Fund pursuant to
Section 2.01 hereof on the Closing Date, which are listed on
the Mortgage Loan Schedule on such date.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any Mortgage Guaranty Insurance Policy,
any standard hazard insurance policy, flood insurance policy or
title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds
: Proceeds of any primary mortgage
guaranty insurance policies, including, without limitation, any
other Insurance Policies with respect to the Mortgage Loans, to the
extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in
accordance with the related Servicer’s or Designated
Servicer’s normal servicing procedures.
Interest Determination
Date : With respect to
the LIBOR Certificates and for each Accrual Period, 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 and
Class C-B Certificates, the sum of (i) one month’s
interest accrued during the related Accrual Period at the
applicable Pass-Through Rate for such Class on the related
Class Principal Balance or Class Notional Amount, as
applicable, subject to reduction pursuant to
Section 4.01(I)(B), and (ii) any Class Unpaid
Interest Amounts for such Class and Distribution
Date.
Interest Remittance
Amount : For any
Distribution Date and the Mortgage Loans in Loan Group 5, 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 such 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
