EXECUTION COPY
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
DLJ MORTGAGE CAPITAL, INC.,
Seller
WILSHIRE CREDIT CORPORATION,
Servicer
OCWEN LOAN SERVICING, LLC,
Servicer
INDYMAC BANK, F.S.B.,
Servicer
SELECT PORTFOLIO SERVICING, INC.,
Special Servicer
and
JPMORGAN CHASE BANK, N.A.,
Trustee
--------------------------------------------------------------------------------
POOLING AND SERVICING AGREEMENT
Dated as
of September 1, 2005
--------------------------------------------------------------------------------
HOME EQUITY MORTGAGE TRUST SERIES 2005-4
HOME EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-4
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
<S>
<C>
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions
SECTION 1.02 Interest
Calculations
SECTION 1.03 Allocation of
Certain Interest Shortfalls
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
SECTION 2.01 Conveyance of
Mortgage Loans
SECTION 2.02 Acceptance by
the Trustee
SECTION 2.03 Representations
and Warranties of the Seller, the Servicers and the Special
Servicer
SECTION 2.04 Representations
and Warranties of the Depositor as to the Mortgage Loans
SECTION 2.05 Delivery of
Opinion of Counsel in Connection with Substitutions
SECTION 2.06 Execution and
Delivery of Certificates
SECTION 2.07 REMIC
Matters
SECTION 2.08 Covenants of
each Servicer
SECTION 2.09 Conveyance of
REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2 and
REMIC 3 by the
Trustee;
Issuance of Certificates
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
SECTION 3.01 Servicers to
Service Mortgage Loans
SECTION 3.02 Subservicing;
Enforcement of the Obligations of Subservicers
SECTION 3.03 [Reserved]
SECTION 3.04 Trustee to Act
as Servicer
SECTION 3.05 Collection of
Mortgage Loans; Collection Accounts; Certificate Account;
Pre-Funding Account; Capitalized
Interest Account
SECTION 3.06 Establishment of
and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
Accounts; Payments of
Taxes, Insurance and Other Charges
SECTION 3.07 Access to
Certain Documentation and Information Regarding the Mortgage Loans;
Inspections
SECTION 3.08 Permitted
Withdrawals from the Collection Accounts and Certificate
Account
SECTION 3.09 Maintenance of
Hazard Insurance and Mortgage Impairment Insurance; Claims;
Restoration of Mortgaged Property
SECTION 3.10 Enforcement of
Due-on-Sale Clauses; Assumption Agreements
SECTION 3.11 Realization Upon
Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans
SECTION 3.12 Trustee to
Cooperate; Release of Mortgage Files
SECTION 3.13 Documents,
Records and Funds in Possession of a Servicer to be Held for the
Trustee
SECTION 3.14 Servicing
Fee
SECTION 3.15 Access to
Certain Documentation
SECTION 3.16 Annual Statement
as to Compliance
SECTION 3.17 Annual
Independent Public Accountants' Servicing Statement; Financial
Statements
SECTION 3.18 Maintenance of
Fidelity Bond and Errors and Omissions Insurance
SECTION 3.19 Duties of the
Credit Risk Manager
SECTION 3.20 Limitation Upon
Liability of the Credit Risk Manager
SECTION 3.21 Advance
Facility
SECTION 3.22 Special Serviced
Mortgage Loans
SECTION 3.23 Maintenance of
Credit Insurance Policy
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE SERVICER
SECTION 4.01 Advances by the
Servicer
SECTION 4.02 Priorities of
Distribution
SECTION 4.03 [Reserved]
SECTION 4.04 [Reserved]
SECTION 4.05 Allocation of
Realized Losses
SECTION 4.06 Monthly
Statements to Certificateholders
SECTION 4.07 Distributions on
the REMIC 1 Regular Interests and REMIC 2 Regular Interests
SECTION 4.08 [Reserved]
SECTION 4.09 Prepayment
Charges
SECTION 4.10 Servicers to
Cooperate
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The
Certificates
SECTION 5.02 Certificate
Register; Registration of Transfer and Exchange of Certificates
SECTION 5.03 Mutilated,
Destroyed, Lost or Stolen Certificates
SECTION 5.04 Persons Deemed Owners
SECTION 5.05 Access to List
of Certificateholders' Names and Addresses
SECTION 5.06 Maintenance of
Office or Agency
ARTICLE VI
THE DEPOSITOR, THE SELLER, THE SERVICERS AND THE SPECIAL
SERVICER
SECTION 6.01 Respective
Liabilities of the Depositor, the Sellers, the Servicers and the
Special Servicer
SECTION 6.02 Merger or
Consolidation of the Depositor, the Seller, a Servicer or the
Special Servicer
SECTION 6.03 Limitation on
Liability of the Depositor, the Seller, the Servicers, the Special
Servicer and Others
SECTION 6.04 Limitation on
Resignation of a Servicer
ARTICLE VII
DEFAULT
SECTION 7.01 Events of
Default
SECTION 7.02 Trustee to Act;
Appointment of Successor
SECTION 7.03 Notification to
Certificateholders
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01 Duties of the
Trustee
SECTION 8.02 Certain Matters
Affecting the Trustee
SECTION 8.03 Trustee Not
Liable for Certificates or Mortgage Loans
SECTION 8.04 Trustee May Own
Certificates
SECTION 8.05 Trustee's Fees
and Expenses
SECTION 8.06 Eligibility
Requirements for the Trustee and Custodian
SECTION 8.07 Resignation and
Removal of the Trustee
SECTION 8.08 Successor
Trustee
SECTION 8.09 Merger or
Consolidation of the Trustee
SECTION 8.10 Appointment of
Co-Trustee or Separate Trustee
SECTION 8.11 Tax Matters
SECTION 8.12 Commission
Reporting
ARTICLE IX
TERMINATION
SECTION 9.01 Termination upon
Liquidation or Purchase of the Mortgage Loans
SECTION 9.02 Final
Distribution on the Certificates
SECTION 9.03 Additional
Termination Requirements
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01 Amendment
SECTION 10.02 Recordation of
Agreement; Counterparts
SECTION 10.03 Governing Law
SECTION 10.04 [Reserved]
SECTION 10.05 Notices
SECTION 10.06 Severability of
Provisions
SECTION 10.07 Assignment
SECTION 10.08 Limitation on Rights
of Certificateholders
SECTION 10.09 Certificates
Nonassessable and Fully Paid
SECTION 10.10 Non-Solicitation
</TABLE>
<PAGE>
EXHIBITS
EXHIBIT A. Form
of Class A Certificates
EXHIBIT B. Form
of Subordinate Certificate
EXHIBIT C. Form
of Residual Certificate
EXHIBIT D. Form
of Notional Amount Certificate
EXHIBIT E. Form
of Class P Certificate
EXHIBIT F. Form
of Reverse Certificates
EXHIBIT G. Form
of Initial Certification of Custodian
EXHIBIT H. Form
of Final Certification of Custodian
EXHIBIT I.
Transfer Affidavit
EXHIBIT J. Form
of Transferor Certificate
EXHIBIT K. Form
of Investment Letter (Non-Rule 144A)
EXHIBIT L. Form
of Rule 144A Letter
EXHIBIT M.
Request for Release
EXHIBIT N. Form
of Subsequent Transfer Agreement
EXHIBIT O-1. Form of
Collection Account Certification
EXHIBIT O-2. Form of
Collection Account Letter Agreement
EXHIBIT P-1. Form of Escrow
Account Certification
EXHIBIT P-2. Form of Escrow
Account Letter Agreement
EXHIBIT Q.
[Reserved]
EXHIBIT R-1. Form of
Custodial Agreement for LaSalle Bank National
Association
EXHIBIT R-2. Form of
Custodial Agreement for Wells Fargo Bank, N.A
EXHIBIT S.
[Reserved]
EXHIBIT T. Data
Fields for IndyMac Serviced Loans Transferred to Wilshire
EXHIBIT U.
Charged Off Loan Data Report
EXHIBIT V. Form
of Monthly Statement to Certificateholders
EXHIBIT W. Form
of Depositor Certification
EXHIBIT X. Form
of Trustee Certification
EXHIBIT Y. Form
of Servicer Certification
EXHIBIT Z.
Information to be Provided by Servicer to Trustee
EXHIBIT AA Form
of Limited Power of Attorney
EXHIBIT BB. Credit
Insurance Policy
SCHEDULE I
Mortgage Loan Schedule
SCHEDULE II Seller's
Representations and Warranties
SCHEDULE IIIA Wilshire
Representations and Warranties
SCHEDULE IIIB Ocwen Representations
and Warranties
SCHEDULE IIIC IndyMac
Representations and Warranties
SCHEDULE IIID SPS Representations
and Warranties
SCHEDULE IV
Representations and Warranties for the Mortgage Loans
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of September 1,
2005, among CREDIT SUISSE FIRST BOSTON
MORTGAGE SECURITIES CORP., a Delaware
corporation, as depositor (the
"Depositor"), DLJ MORTGAGE CAPITAL, INC., a
Delaware corporation, as Seller (the
"Seller"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as servicer (a
"Servicer" or "Wilshire"), OCWEN LOAN
SERVICING, LLC, a Delaware limited
liability company, as servicer (a "Servicer"
or "Ocwen"), INDYMAC BANK, F.S.B., a
federal savings bank, as servicer (a
"Servicer" or "IndyMac", and together with
Wilshire and Ocwen, the "Servicers"),
SELECT PORTFOLIO SERVICING, INC., a Utah
corporation, as special servicer (the
"Special Servicer" or "SPS") and JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, a
national banking association organized
under the laws of the United States, as
trustee (the "Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained,
the parties hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be
issued hereunder in multiple classes,
which in the aggregate will evidence the
entire beneficial ownership interest in
the Trust Fund created hereunder. The
Certificates will consist of twenty-three
classes of certificates, designated as (i)
the Class A-1 Certificates, (ii) the
Class A-2A Certificates, (iii) the Class
A-2B Certificates, (iv) the Class A-3
Certificates, (v) the Class A-4
Certificates, (vi) the Class M-1 Certificates,
(vii) the Class M-2 Certificates, (viii)
the Class M-3 Certificates, (ix) the
Class M-4 Certificates, (x) the Class M-5
Certificates, (xi) the Class M-6
Certificates, (xii) the Class M-7
Certificates, (xiii) the Class M-8
Certificates, (xiv) the Class M-9A
Certificates, (xv) the Class M-9F
Certificates, (xvi) the Class B-1
Certificates, (xvii) the Class B-2
Certificates, (xviii) the Class P
Certificates, (xix) the Class X-1
Certificates, (xx) the Class X-2
Certificates, (xxi) the Class X-S Certificates,
(xxii) the Class A-R Certificates and
(xxiii) the Class A-RL Certificates.
REMIC 1
-------
As provided herein, the Trustee will make an election to treat
the segregated pool of assets consisting of
the Mortgage Loans and certain other
related assets subject to this Agreement
(exclusive of the Pre-Funding Account,
the Capitalized Interest Account and the
Subsequent Mortgage Loan Interest) 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 1."
The Class A-RL Certificates will represent
the sole class of "residual
interests" in REMIC 1 for purposes of the
REMIC Provisions (as defined herein)
under federal income tax law. The following
table irrevocably sets forth the
designation, the Uncertificated REMIC 1
Pass-Through Rate and the initial
Uncertificated Principal Balance for each
of the "regular interests" in REMIC 1
(the "REMIC 1 Regular Interests"). None of
the REMIC 1 Regular Interests will be
certificated. The latest possible maturity
date (determined for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the REMIC
1 Regular Interests will be the Latest
Possible Maturity Date as defined herein.
Uncertificated REMIC 1
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
-----------
-----------------
-----------------
LTI-1
Variable(1)
$ 619,379,380.54
LTI-PF
Variable(1)
$ 29,400,300.00
LTI-S1
Variable(1)
(2)
LTI-S2
Variable(1)
(2)
LTI-P
Variable(1)
$
100.00
LTI-R
Variable(1)
$
100.00
-------------------
(1) Calculated
as provided in the definition of Uncertificated REMIC 1
Pass-Through Rate.
(2) ______
REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular Interest
LTI-S2 will not have an Uncertificated Principal Balance but
will
accrue interest on an uncertificated notional amount calculated
in
accordance with the definition of "Uncertificated Notional
Amount"
herein.
REMIC 2
-------
As provided herein, an election will be made to treat the
segregated pool of assets consisting of the
REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as REMIC 2. The Class R-2
Interest will represent the sole class of
"residual interests" in REMIC 2 for
purposes of the REMIC Provisions under
federal income tax law (the "Class R-2
Interest"). The following table
irrevocably sets forth the designation,
Uncertificated REMIC 2 Pass-Through Rate
and initial Uncertificated Principal
Balance for each of the "regular interests"
in REMIC 2 (the "REMIC 2 Regular
Interests"). None of the REMIC 2 Regular
Interests will be certificated. The latest
possible maturity date (determined
for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii)) of
each of the REMIC 2 Regular Interests will
be the Latest Possible Maturity Date
as defined herein.
Uncertificated REMIC 2
Initial Uncertificated
Designation
Pass-Through Rate
Principal Balance
-----------
-----------------
-----------------
MTI-AA
Variable(1)
$
635,804,086.93
MTI-A-1
Variable(1)
$ 1,000,000.00
MTI-A-2A
Variable(1)
$
1,948,000.00
MTI-A-2B
Variable(1)
$
649,400.00
MTI-A-3
Variable(1)
$
1,000,000.00
MTI-A-4
Variable(1)
$
199,400.00
MTI-M-1
Variable(1)
$
329,600.00
MTI-M-2
Variable(1)
$
336,000.00
MTI-M-3
Variable(1)
$
128,000.00
MTI-M-4
Variable(1)
$
150,400.00
MTI-M-5
Variable(1)
$
131,200.00
MTI-M-6
Variable(1)
$
105,600.00
MTI-M-7
Variable(1)
$
115,200.00
MTI-M-8
Variable(1)
$
86,400.00
MTI-M-9F
Variable(1)
$
58,000.00
MTI-M-9A
Variable(1)
$
47,600.00
MTI-B-1
Variable(1)
$
51,200.00
MTI-B-2
Variable(1)
$
64,000.00
MTI-ZZ
Variable(1)
$
6,575,593.61
MTI-P
Variable(1)
$
100.00
MTI-R
Variable(1)
$
100.00
MTI-S
(2)
(3)
-------------------
(1) Calculated
as provided in the definition of Uncertificated REMIC 2
Pass-Through Rate.
(2) REMIC 2
Regular Interest MTI-S will not have an Uncertificated REMIC 2
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed on REMIC 1 Regular Interest LTI-S1 and REMIC 1
Regular
Interest LTI-S2.
(3) ______
REMIC 2 Regular Interest MTI-S will not have an Uncertificated
Principal Balance, but will have an Uncertificated Notional
Amount
equal to the Uncertificated Notional Amount of REMIC 1 Regular
Interest
LTI-S1 and REMIC 1 Regular Interest LTI-S2.
REMIC 3
As provided herein, an
election will be made to treat the
segregated pool of assets consisting of the
REMIC 2 Regular Interests as a REMIC
for federal income tax purposes, and such
segregated pool of assets will be
designated as REMIC 3. The Class R-3
Interest will represent the sole class of
"residual interests" in REMIC 3 for
purposes of the REMIC Provisions under
federal income tax law (the "Class R-3
Interest"). The following table
irrevocably sets forth the designation,
Pass-Through Rate, aggregate Initial
Certificate Principal Balance and minimum
denominations for each Class of
Certificates comprising the interests
representing "regular interests" in REMIC
3, and the Class A-R Certificates, Class
A-RL Certificates and Class X-2
Certificates which are not "regular
interests" in REMIC 3. The latest possible
maturity date (determined for purposes of
satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the Regular
Certificates will be the Latest
Possible Maturity Date as defined
herein.
<TABLE>
<CAPTION>
===================================================================================================================
Integral Multiples in
Class Certificate Balance Pass-Through
Rate
Minimum Denomination
Excess of Minimum
-------------------------------------------------------------------------------------------------------------------
<S>
<C>
<C>
<C>
<C>
Class A-1
$
100,000,000.00
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-2A $
194,800,000.00
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-2B $
64,940,000.00
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-3
$
100,000,000.00
4.7420%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class A-4
$
19,940,000.00
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class P
$
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class A-R
$
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class A-RL $
100.00
Variable(2) $
100
N/A
-------------------------------------------------------------------------------------------------------------------
Class M-1
$
32,960,000.00
5.4841%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-2
$
33,600,000.00
5.5906%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-3 $
12,800,000.00
5.5392%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-4
$
15,040,000.00
5.7010%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-5
$
13,120,000.00
5.6182%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-6
$
10,560,000.00
5.7216%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-7
$
11,520,000.00
5.7657%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-8
$
8,640,000.00
5.9694%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-9A $
4,760,000.00
Adjustable(1) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class M-9F $
5,800,000.00
6.4413%%(3) $
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class B-1
$
5,120,000.00
7.0000%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class B-2
$
6,400,000.00
7.0000%(3)
$
25,000
$1
-------------------------------------------------------------------------------------------------------------------
Class X-1
$
0.00
Variable(4)(5)
100%
$1
-------------------------------------------------------------------------------------------------------------------
Class X-2
$
0.00
0.00%
N/A
N/A
-------------------------------------------------------------------------------------------------------------------
Class X-S
$
0.00(6)
Variable(7)
100%
$1
===================================================================================================================
</TABLE>
-------------------
(1) ______ The
Class A-1, Class A-2A, Class A-2B, Class A-4 and Class M-9A
Certificates have an adjustable rate and will receive interest
pursuant
to formulas based on LIBOR, subject to the Net Funds Cap.
(2) ______ The
initial pass-through rates on the Class P, Class A-R and
Class A-RL Certificates will be approximately 8.844% per annum
which is
equal to the weighted average of the Net Mortgage Rates on the
Initial
Mortgage Loans and will vary after the first Distribution Date.
(3) The Class
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9F, Class B-1 and Class
B-2
Certificates have a fixed rate subject to the Net Funds Cap. The
fixed
rate will increase by 0.50% per annum after the Optional
Termination
Date.
(4) ______ The
Class X-1 Certificates will have an initial principal
balance of $8,779,680.54 and will accrue interest on its
notional
amount. For any Distribution Date, the notional amount of the Class
X-1
Certificates will be equal to the Aggregate Collateral Balance
minus
the aggregate Class Certificate Balance of the Class A-R, Class
A-RL
and Class P Certificates immediately prior to such Distribution
Date.
The initial notional amount of the Class X-1 Certificates is
$648,779,680.54.
(5) The Class
X-1 Certificates are variable rate and will accrue interest
on a notional amount.
(6) ______ For
federal income tax purposes, the Class X-S Certificates will
not have a Class Principal Balance, but will have a notional
amount
equal to the Uncertificated Notional Amount of REMIC 2 Regular
Interest
MTI-S.
(7) ______ The
Class X-S Certificates are an interest only Class and for
each Distribution Date the Class X-S Certificates shall receive
the
aggregate Excess Servicing Fee. For federal income tax purposes,
the
Class X-S Certificates will not have a Pass-Through Rate, but will
be
entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest
MTI-S.
Set forth below are
designations of Classes of Certificates to
the categories used herein:
<TABLE>
<CAPTION>
<S>
<C>
Book-Entry Certificates.............
All Classes of
Certificates other than the Physical Certificates.
ERISA-Restricted Certificates.......
Class A-R, Class A-RL,
Class P and Class X Certificates.
LIBOR Certificates..................
Class A-1, Class A-2A,
Class A-2B, Class A-4 and Class M-9A Certificates.
Notional Amount Certificates........
Class X-1 Certificates
and Class X-S Certificates.
Class A Certificates................
Class A-1,
Class A-2A,
Class A-2B,
Class A-3, Class A-4,
Class A-R and Class A-RL
Certificates.
Class B Certificates................
Class B-1 Certificates
and Class B-2 Certificates
Class M Certificates................
Class M-1,
Class M-2,
Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9A and Class M-9F Certificates.
Offered Certificates................
All Classes of
Certificates (other
than the Class B, Class P Certificates and Class
X Certificates).
Physical Certificates...............
Class A-R, Class A-RL,
Class P, Class B and Class X Certificates.
Private Certificates................
Class B, Class P and
Class X Certificates.
Rating Agencies.....................
S&P, Fitch and
Moody's.
Regular Certificates................
All Classes of Certificates other than the Class A-R, Class A-RL and Class X-2
Certificates.
Residual Certificates...............
Class A-R Certificates
and Class A-RL Certificates.
Senior Certificates.................
Class A-1,
Class A-2A,
Class A-2B,
Class A-3,
Class A-4,
Class P, Class A-R
and
Class A-RL Certificates.
Subordinate Certificates............
Class M-1,
Class M-2,
Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9A, Class M-9F, Class B-1, Class B-2 and Class X-1
Certificates.
Minimum Denominations...............
Class A-1,
Class A-2A,
Class A-2B,
Class A-3,
Class A-4,
Class M-1,
Class M-2,
Class M-3, Class M-4,
Class M-5,
Class M-6,
Class M-7,
Class M-8,
Class M-9A,
Class M-9F, Class B-1
and Class B-2
Certificates: $25,000
and multiples of $1 in
excess thereof.
Class A-R, Class A-RL and Class P Certificates: $100. The Class X-1
Certificates will
be issued as a single Certificate with a Certificate Principal
Balance of $0.00.
The Class X-2 Certificates will be issued as a single Certificate
and will
not have a principal balance. The Class X-S Certificates will be
issued as a single
Certificate with an initial Notional Amount of $504,626,161.34.
</TABLE>
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions.
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise
requires, shall have the following
meanings:
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.
Advance: The payment required to be made by a Servicer with
respect to any Distribution Date pursuant
to Section 4.01.
Aggregate Collateral
Balance: As of any date of determination
will be equal to the Aggregate Loan Balance plus the amount,
if any, then on
deposit in the Pre-Funding Account.
Aggregate Loan Balance: As of any Distribution Date will be
equal to the aggregate of the Stated
Principal Balances of the Mortgage
Loans
determined as of the last day of the
related Collection Period.
Aggregate
Subsequent
Transfer Amount: With respect to any
Subsequent Transfer Date, the aggregate Stated Principal Balance 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(b);
provided, however, that such amount shall
not exceed the amount on deposit in the
Pre-Funding Account.
Agreement: This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income: All
income derived from the Mortgage Loans,
other than Servicing Fees and Prepayment
Charges, 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.
Applied Loss Amount:
As to any Distribution
Date, an amount
equal to the excess, if any of (i) the aggregate Class
Principal Balance of the
Certificates after giving effect to all
Realized Losses incurred with respect to
the Mortgage Loans during the Due Period
for such Distribution Date and payments
of principal on such Distribution Date and
any amounts on deposit in the Reserve
Account over (ii) the Aggregate Collateral
Balance for such Distribution Date.
Appraised Value: The amount set forth in an appraisal made in
connection with the origination of the
related Mortgage Loan as the value of the
Mortgaged Property.
Assignment Agreement: An assignment agreement between DLJ
Mortgage Capital, Inc. as Seller and the
Depositor, whereby the Mortgage Loans
are transferred and limited representations
and warranties relating to the
Mortgage Loans are made.
Assignment of Mortgage: An assignment of the Mortgage, notice
of transfer or equivalent instrument in
recordable form (except for the omission
of the name of the assignee if such
Mortgage is endorsed
in blank),
sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the transfer of the Mortgage to the Trustee for the
benefit
of the Certificateholders.
Auction Purchaser: As defined in Section 9.01.
Auction Date: As defined in Section 9.01.
Available Funds: With respect to any Distribution Date (A) the
sum of (i) all Scheduled Payments (net of the related
Expense Fees (other
than
the Excess Servicing Fee)) due on the Due Date in the
month in which such
Distribution Date occurs and received prior
to the related
Determination
Date,
together with any Advances in respect
thereof required pursuant to Section 4.01;
(ii) all Insurance Proceeds, Liquidation Proceeds and Net Recoveries
received
during the month preceding the month of such Distribution Date; (iii) all
Curtailments and Payoffs received during the Prepayment
Period applicable to
such Distribution Date (excluding Prepayment Charges); (iv) amounts received
with respect to such Distribution Date as
the Substitution
Adjustment Amount or
Repurchase Price; (v) Compensating Interest
Payments for such Distribution Date;
(vi) with respect to the Distribution Date in December 2005, the amount
remaining in the Pre-Funding Account at the end of the
Pre-Funding Period;
and
(vii) amounts withdrawn from the Reserve Account and added to the
Principal
Remittance Amount for such Distribution Date minus (B) as to clauses
(A)(i)
through (iv) above, reduced by amounts in
reimbursement for Advances previously
made and other amounts as to which the
Servicers are entitled
to be reimbursed
pursuant to Section 3.08.
Bankruptcy Code: The United States Bankruptcy Reform Act of
1978, as amended.
Book-Entry Certificates: As specified in the Preliminary
Statement.
Business Day:
Any day other than (i)
a Saturday or a Sunday,
or (ii) a day on which banking institutions in the City of New York, New
York,
or the city in which the Corporate Trust
Office of the Trustee, or the states in
which any Servicer's servicing operations are located, or savings and loan
institutions in the States of Illinois,
Texas, Oregon,
California or Florida is
located are authorized or obligated by law
or executive order to be closed.
Capitalized Interest
Account: The separate Eligible Account
designated as such and created and
maintained by the Trustee pursuant to Section
3.05(g) 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(g) 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: $429,823.81.
Capitalized Interest Requirement: With respect to the October
2005 Distribution Date, an amount equal to interest
accruing during the related
Interest Accrual Period for the LIBOR
Certificates at a per
annum rate equal to
(x) the weighted average Pass-Through Rate of the Offered
Certificates and
the
Class B Certificates multiplied by (y) the Pre-Funded
Amount outstanding at the
end of the related Due Period. With respect to the November
2005 Distribution
Date, an amount equal to interest
accruing during the
related Interest
Accrual
Period for the LIBOR Certificates at a per annum rate
equal to (x) the weighted
average Pass-Through Rate of the Offered Certificates and the Class B
Certificates for such Distribution Date multiplied by (y) the sum of (c)
the
Pre-Funded Amount at the end of the
related Due Period and (d) the
aggregate
Stated Principal Balance of the Subsequent Mortgage Loans that do not have
a
first Due Date prior to November 1, 2005,
transferred
to the Trust
during the
related Due Period. With respect to the December
2005 Distribution Date, an
amount equal to interest accruing during
the related Interest Accrual Period for
the LIBOR Certificates at a per annum rate equal to (x)
the weighted
average
Pass-Through Rate of the Offered Certificates and the Class B
Certificates for
such Distribution Date multiplied by (y)
the sum of (c) the Pre-Funded Amount at
the end of the related Due Period and (d)
the aggregate Stated Principal Balance
of the related Subsequent Mortgage Loans
that do not have a first Due Date prior
to December 1, 2005, transferred to the
Trust during the related Due Period.
Carryforward Interest:
For any Class of
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 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 Interest Accrual Period at the
applicable Pass-Through Rate.
Certificate: Any one of the Certificates executed by the
Trustee in substantially the forms attached
hereto as exhibits.
Certificates: As specified in the Preliminary Statement.
Certificate Account: The separate Eligible Account created and
maintained with the Trustee, 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 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
Trustee in Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trustee. Funds deposited in the
Certificate Account (exclusive of the
Trustee Fee and other amounts permitted to
be withdrawn pursuant to Section 3.08) 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
minus
the sum of (i) all distributions of principal previously made with respect
thereto and (ii) all Realized Losses
allocated thereto and, in the case of
any
Subordinate Certificates, all other
reductions in Certificate Balance previously
allocated thereto pursuant to Section
4.05.
Certificate Margin: As to each Class of LIBOR Certificates,
the applicable amount set forth below:
Class
Certificate Margin
-----
------------------
(1)
(2)
A-1
0.15%
0.30%
A-2A
0.11%
0.22%
A-2B
0.22%
0.44%
A-4
0.34%
0.68%
M-9A
1.80%
2.30%
-----------------
(1) On or
prior to the Optional Termination Date.
(2) After the
Optional Termination Date.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of
such Book-Entry Certificate.
Certificate Register: The register maintained pursuant to
Section 5.02.
Certificateholder or
Holder: The person in whose name a
Certificate is registered in the
Certificate Register,
except that, solely
for
the purpose of giving any consent
pursuant to this
Agreement,
any Certificate
registered in the name of the Depositor or
any affiliate of the Depositor shall
be deemed not to be Outstanding and the
Percentage Interest
evidenced thereby
shall not be taken into account in
determining whether
the requisite amount
of
Percentage Interests necessary to effect such consent has been obtained;
provided, however, that if any such Person (including
the Depositor) owns 100%
of the Percentage Interests evidenced by a Class of Certificates, such
Certificates shall be deemed to be Outstanding for purposes of any provision
hereof that requires the consent of the
Holders of
Certificates of a particular
Class as a condition to the taking of any action hereunder. The Trustee is
entitled to rely conclusively on a certification of the Depositor or any
affiliate of the Depositor in determining
which Certificates are registered in
the name of an affiliate of the
Depositor.
Charged Off Loan: With
respect to any
Distribution
Date, a
defaulted Mortgage Loan that is (x) not an
Old Republic Covered Loan or (y) for
which coverage under the Credit
Insurance Policy is no
longer available,
that
has not yet been liquidated, giving rise to a Realized Loss, on the date on
which the related Servicer determines, pursuant to the procedures set
forth in
Section 3.11, that there will be (i) no
Significant Net Recoveries with respect
to such Mortgage Loan or (ii) the potential
Net Recoveries are anticipated to be
an amount, determined by the related Servicer
in its good faith judgment and in
light of other mitigating circumstances, that is insufficient to warrant
proceeding through foreclosure or other liquidation of the related
Mortgaged
Property.
Class: All Certificates bearing the same class designation as
set forth in the Preliminary Statement.
Class A-R Certificates: The Class A-R Certificates
represents
beneficial ownership of the Class R-2
Interest and Class R-3 Interest.
Class A-RL Certificates: The sole class of residual interests
in REMIC 1.
Class A-1 Pass-Through
Rate: With respect to the initial
Interest Accrual Period, based on a LIBOR determination date of September 28,
2005, 3.99063% per annum. With respect to any Interest Accrual Period
thereafter, will be a per annum rate equal
to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and
(ii) the Net Funds Cap.
Class A-2A
Pass-Through Rate:
With respect to the initial
Interest Accrual Period, based on a LIBOR determination date of September 28,
2005, 3.95063% per annum. With respect to any Interest Accrual Period
thereafter, will be a per annum rate equal
to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and
(ii) the Net Funds Cap.
Class A-2B
Pass-Through Rate:
With respect to the initial
Interest Accrual Period, based on a LIBOR determination date of September 28,
2005, 4.05063% per annum. With respect to any Interest Accrual Period
thereafter, will be a per annum rate equal
to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and
(ii) the Net Funds Cap.
Class A-3 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 4.7420% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 5.2420% per annum and (ii) the Net
Funds Cap.
Class A-4 Pass-Through
Rate: With respect to the initial
Interest Accrual Period, based on a LIBOR determination date of September 28,
2005, 4.18063% per annum. With respect to any Interest Accrual Period
thereafter, will be a per annum rate equal
to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and
(ii) the Net Funds Cap.
Class A-R Pass-Through
Rate: With respect to the Distribution
Date in October 2005, November 2005 or December 2005, a
per annum rate equal to
the Initial Mortgage Loan Net WAC Rate, and with respect to any
Distribution
Date thereafter, a per annum rate equal to
the Net Funds Cap.
Class A-RL Pass-Through Rate: With respect to the Distribution
Date in October 2005, November 2005 or December 2005, a
per annum rate equal to
the Initial Mortgage Loan Net WAC Rate, and with respect to any
Distribution
Date thereafter, a per annum rate equal to
the Net Funds Cap.
Class B-1 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 7.000% per annum and (ii) the Net Funds
Cap, and (b) after the
Optional Termination Date, the lesser of (i) 7.500% per
annum and (ii) the Net
Funds Cap.
Class B-1 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class
M-8, Class M-9A and Class M-9F Certificates, in each case, after giving
effect
to payments on such Distribution Date and (ii) the Class Principal
Balance of
the Class B-1 Certificates immediately prior to such Distribution Date
exceeds
(y) the lesser of (A) the product of (i) 90.43% and (ii) the Aggregate
Collateral Balance for such Distribution Date and (B) the amount,
if any, by
which (i) the Aggregate Collateral Balance for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Collateral
Balance as of the Cut-off Date.
Class B-2 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 7.000% per annum and (ii) the Net Funds
Cap, and (b) after the
Optional Termination Date, the lesser of (i) 7.500% per
annum and (ii) the Net
Funds Cap.
Class B-2 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class
M-8, Class M-9A, Class M-9F and Class B-1
Certificates,
in each case,
after
giving effect to payments on such
Distribution Date and (ii) the Class Principal
Balance of the Class B-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 92.40% and (ii) the
Aggregate Collateral Balance for such Distribution Date
and (B) the amount, if
any, by which (i) the Aggregate
Collateral
Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate
Collateral Balance as of the Cut-off Date.
Class M-1 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.4841% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 5.9841% per annum and (ii) the Net
Funds Cap.
Class M-1 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P, Class A-R and Class
A-RL
Certificates after giving effect to payments on
such Distribution Date and (ii)
the Class Principal Balance of the Class M-1
Certificates
immediately prior to
such Distribution Date exceeds (y) the lesser of (A)
the product of (i) 53.14%
and (ii) the Aggregate Collateral Balance
for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral
Balance as of
the Cut-off Date.
Class M-2 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.5906% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.0906% per annum and (ii) the Net
Funds Cap.
Class M-2 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class A-1,
Class A-2A, Class A-2B, Class A-3, Class
A-4, Class P, Class A-R, Class A-RL and Class M-1
Certificates
after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 63.50% and (ii) the
Aggregate Collateral Balance for such Distribution Date
and (B) the amount, if
any, by which (i) the Aggregate
Collateral
Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate
Collateral Balance as of the Cut-off Date.
Class M-3 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.5392% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.0392% per annum and (ii) the Net
Funds Cap.
Class M-3 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1 and Class M-2 Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-3
Certificates immediately prior to such
Distribution Date exceeds (y) the lesser
of (A) the product of (i) 67.44% and (ii)
the Aggregate
Collateral Balance
for
such Distribution Date and (B) the amount,
if any, by which (i)
the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the
Cut-off Date.
Class M-4 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.7010% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.2010% per annum and (ii) the Net
Funds Cap.
Class M-4 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2 and Class M-3
Certificates
after giving
effect to payments
on
such Distribution Date and (ii) the Class
Principal Balance of the Class M-4
Certificates immediately prior to such
Distribution Date exceeds (y) the lesser
of (A) the product of (i) 72.08% and (ii)
the Aggregate
Collateral Balance
for
such Distribution Date and (B) the amount,
if any, by which (i)
the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the
Cut-off Date.
Class M-5 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.6182% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.1182% per annum and (ii) the Net
Funds Cap.
Class M-5 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3 and Class M-4
Certificates
after giving
effect to
payments on such Distribution Date and (ii) the Class Principal
Balance of the
Class M-5 Certificates immediately prior to such Distribution Date
exceeds (y)
the lesser of (A) the product of (i) 76.12% and (ii) the
Aggregate Collateral
Balance for such Distribution Date and (B) the
amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii)
0.50% of
the Aggregate Collateral Balance as of the
Cut-off Date.
Class M-6 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.7216% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.2216% per annum and (ii) the Net
Funds Cap.
Class M-6 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates
after giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 79.38% and (ii) the
Aggregate Collateral Balance for such Distribution Date
and (B) the amount, if
any, by which (i) the Aggregate
Collateral
Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate
Collateral Balance as of the Cut-off Date.
Class M-7 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.7657% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.2657% per annum and (ii) the Net
Funds Cap.
Class M-7 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates after
giving effect to payments on such
Distribution Date and (ii) the Class Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 82.93% and (ii) the
Aggregate Collateral Balance for such Distribution Date
and (B) the amount, if
any, by which (i) the Aggregate
Collateral
Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate
Collateral Balance as of the Cut-off Date.
Class M-8 Pass-Through
Rate: With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 5.9694% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.4694% per annum and (ii) the Net
Funds Cap.
Class M-8 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Certificates after giving effect to payments on
such Distribution Date and (ii)
the Class Principal Balance of the Class M-8
Certificates
immediately prior to
such Distribution Date exceeds (y) the lesser of (A)
the product of (i) 85.59%
and (ii) the Aggregate Collateral Balance
for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral
Balance as of
the Cut-off Date.
Class M-9A
Pass-Through Rate:
With respect to the initial
Interest Accrual Period, based on a LIBOR determination date of September 28,
2005, 5.64063% per annum. With respect to any Interest Accrual Period
thereafter, will be a per annum rate equal
to the lesser of (i) the sum of LIBOR
plus the related Certificate Margin and
(ii) the Net Funds Cap.
Class M-9 Principal Payment Amount: For any Distribution Date
on or after the Stepdown Date and as long as a Trigger
Event is not in
effect
with respect to such Distribution Date,
will be the amount, if any, by which (x)
the sum of (i) the aggregate Class Principal Balance of the Class A-1,
Class
A-2A, Class A-2B, Class A-3, Class A-4, Class P,
Class A-R, Class A-RL,
Class
M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7 and Class
M-8 Certificates after giving effect to payments on
such Distribution Date
and
(ii) the aggregate Class Principal
Balance of the Class
M-9A Certificates
and
Class M-9F Certificates immediately prior to such
Distribution Date exceeds (y)
the lesser of (A) the product of (i) 88.85% and (ii) the
Aggregate Collateral
Balance for such Distribution Date and (B) the
amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii)
0.50% of
the Aggregate Collateral Balance as of the
Cut-off Date.
Class M-9F
Pass-Through Rate:
With respect to the initial
Interest Accrual Period (a) on or prior to
the Optional
Termination Date,
the
lesser of (i) 6.4413% per annum and (ii) the Net Funds
Cap, and (b) after
the
Optional Termination Date, the lesser of
(i) 6.9413% per annum and (ii) the Net
Funds Cap.
Class X-1 Distributable Amount: With respect to any
Distribution Date, the amount of interest
accrued during the
related Interest
Accrual Period at the related Pass-Through
Rate on the Class X-1 Notional Amount
for such Distribution Date.
Class X-1 Notional Amount: Immediately prior to any
Distribution Date, with respect to the Class
X-1 Certificates, an
amount equal
to the aggregate of the Uncertificated
Principal Balances of the REMIC 2 Regular
Interests (other than REMIC 2 Regular
Interests MTI-P and MTI-R).
Class X-S Notional Amount: Immediately prior to any
Distribution Date, with respect to the Class
X-S Certificates, an
amount equal
to the Stated Principal Balance of the Ocwen Serviced Loans and Wilshire
Serviced Loans as of the Due Date in the
month of such
Distribution Date (prior
to giving effect to any Scheduled
Payments due on such
Mortgage Loans on
such
Due Date). For federal income tax purposes, however, the Class X-S Notional
Amount will equal the Uncertificated
Notional Amount of REMIC 2 Regular Interest
MTI-S.
Class P Pass-Through Rate: With respect to the Class P
Certificates and the Distribution Dates for October 2005, November 2005 and
December 2005 a per annum rate equal to the
Initial Mortgage Loan
Net WAC Rate,
and with respect to any Distribution Date
thereafter, a per
annum rate equal to
the Net Funds Cap. For federal income tax
purposes, however, with respect to any
Distribution Date, the Class P Certificates will be entitled to 100% of the
interest accrued on REMIC 2 Regular
Interest MTI-P.
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
plus, in the case of any Subordinate
Certificates, any increase in the Class
Principal Balance of such Class pursuant
to Section 4.02(vii) due to the receipt of
Net Recoveries.
Class R-2 Interest: The sole class of residual interests in
REMIC 2.
Class R-3 Interest: The sole class of residual interests in
REMIC 3.
Closing Date: September 30, 2005.
Code: The Internal Revenue Code of 1986, as the same may be
amended from time to time (or any successor
statute thereto).
Collection Accounts: The accounts established and maintained
by a Servicer in accordance with Section
3.05.
Collection Period:
With respect to any Distribution Date, the
period from the second day of the month
immediately preceding
such Distribution
Date to and including the first day of the
month of such Distribution Date.
Combined Loan-to-Value
Ratio: With respect to any Mortgage
Loan and as of any date of determination, the fraction (expressed as a
percentage) the numerator of which is the
sum of (i) original
principal balance
of the related Mortgage Loan at such date
of determination
and (ii) the
unpaid
principal balance of the related First Mortgage Loan as of the date of
origination of that Mortgage Loan and the denominator of which is (a) with
respect to a refinanced Mortgage Loan, the Appraised Value of the related
Mortgaged Property at origination and (b) with respect to all other
Mortgage
Loans, the lesser of (i) the Appraised
Value of the related Mortgage Property at
origination and (ii) the purchase price of
the related Mortgaged Property.
Compensating Interest
Payment: For any
Distribution Date, an
amount to be paid by the applicable
Servicer for such
Distribution Date,
equal
to the lesser of (i) the sum of (x) an
amount equal to 0.25% per annum on
the
aggregate Stated Principal Balance of the related
Mortgage Loans otherwise
payable to the related Servicer on such Distribution Date (prior to giving
effect to any Scheduled Payments due on the
Mortgage Loans on such Due Date) and
(y) any Prepayment Interest Excess payable to such Servicer for such
Distribution Date and (ii) the aggregate
Prepayment
Interest Shortfall for
the
Mortgage Loans being serviced by the related
Servicer relating to Principal
Prepayments received during the related
Prepayment Period.
Corporate Trust Office: The designated office of the Trustee
in the State of New York 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 4 New York Plaza, 6th
Floor, New York, New York 10004-2477,
Attention: Worldwide Securities
Services/Global Debt: Home Equity Mortgage
Trust-2005-4.
Corresponding Certificate: With respect to (i) REMIC 2 Regular
Interest MTI-P, (ii) REMIC 2 Regular Interest MTI-R, (iii) REMIC 2 Regular
Interest MTI-A-1, (iv) REMIC 2 Regular Interest
MTI-A-2A, (v) REMIC 2 Regular
Interest MTI-A-2B, (vi) REMIC 2 Regular Interest
MTI-A-3, (vii) REMIC 2 Regular
Interest MTI-A-4, (viii) REMIC 2 Regular Interest
MTI-M-1, (ix) REMIC 2 Regular
Interest MTI-M-2, (x) REMIC 2 Regular Interest
MTI-M-3, (xi) REMIC 2 Regular
Interest MTI-M-4, (xii) REMIC 2 Regular
Interest MTI-M-5, (xiii) REMIC 2 Regular
Interest MTI-M-6, (xiv) REMIC 2 Regular Interest
MTI-M-7, (xv) REMIC 2
Regular
Interest MTI-M-8, (xvi) REMIC 2 Regular Interest MTI-M-9F, (xvii) REMIC 2
Regular Interest MTI-M-9A, (xviii) REMIC 2
Regular Interest MTI-B-1, (xix) REMIC
2 Regular Interest MTI-B-2 and (xx) REMIC 2 Regular
Interest MTI-S, the (i)
Class P Certificates, (ii) Class A-R
Certificates, (iii) Class A-1 Certificates,
(iv) Class A-2A Certificates, (v) Class A-2B Certificates, (vi) Class A-3
Certificates, (vii) Class A-4 Certificates,
(viii) Class M-1
Certificates, (ix)
Class M-2 Certificates, (x) Class M-3
Certificates, (xi) Class M-4 Certificates,
(xii) Class M-5 Certificates, (xiii) Class M-6 Certificates, (xiv) Class M-7
Certificates, (xv) Class M-8 Certificates,
(xvi) Class M-9F Certificates, (xvii)
Class M-9A Certificates, (xviii) Class B-1 Certificates, (xix) Class B-2
Certificates and (xx) Class X-S
Certificates, respectively.
Corresponding
Uncertificated Interest: With respect to (a)(i)
REMIC 1 Regular Interest LTI-P and (ii)
REMIC 1 Regular
Interest LTI-R,
(b)(i)
REMIC 2 Regular Interest MTI-P and (ii) REMIC 2 Regular Interest MTI-R,
respectively.
Credit Insurance Policy: The credit insurance policy
provided
by the Credit Insurance Provider with respect to the Old
Republic Covered Loans
having an initial amount of coverage equal
to $11,447,395, and including any and
all related endorsements, copies of which are attached
hereto as Exhibit BB-1,
or any replacement obtained by IndyMac
pursuant to Section 3.23 hereof.
Credit Insurance Provider: Old Republic Insurance Company,
or
any successor thereto or the named insurer
in any replacement policy obtained by
the Servicer pursuant to Section 3.23
hereof.
Credit Insurance
Provider Fee: The amount payable to the
Credit Insurance Provider in order to obtain
coverage provided under the Credit
Insurance Policy, such amount being, as to each Old
Republic Covered Loan
and
any Distribution Date, an amount equal to
one-twelfth
of the related
Credit
Insurance Provider Fee Rate on the Net Proceeds (as defined in the Credit
Insurance Policy) of the Old Republic
Covered Loan.
Credit Insurance Provider Fee Rate: 1.68% per annum.
Credit Risk Manager: The Murrayhill Company, a Colorado
corporation.
Credit Risk Management Agreement: Any of the agreements
between Wilshire Ocwen, IndyMac and the
Credit Risk Manager dated as of
September 30, 2005.
Credit Risk
Manager Fee: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month's
interest at the Credit
Risk
Manager Fee Rate on the Stated Principal
Balance of such Mortgage Loan as of the
Due Date in the month of such Distribution Date (prior to giving effect to
any
Scheduled Payments due on such Mortgage
Loan on such Due Date).
Credit Risk Manager Fee Rate: 0.0175% per annum.
CSFB: Credit Suisse First Boston LLC, a Delaware limited
liability company, and its successors and
assigns.
Cumulative Loss Event: For any Distribution Date, a Cumulative
Loss Event is occurring if Cumulative Net
Realized Losses on the Mortgage Loans,
plus the amount by which the total
available coverage under the Credit Insurance
Policy has been reduced as of such date,
equal or exceed the
percentage of the
Aggregate Collateral Balance as of the Cut-off Date for
that Distribution Date
as specified below:
<table>
<caption>
Distribution Date
Percentage of Aggregate Collateral Balance
-----------------
------------------------------------------
<S>
<C>
Ocotber 2005 - September 2008..........
N.A.
Ocotber 2008 - September 2009..........
3.85% for the first month, plus an additional 1/12th of 2.10% for
each
month thereafter
Ocotber 2009 - September 2010..........
5.95% for the first month, plus an additional 1/12th of 1.70% for
each
month thereafter
Ocotber 2010 - September 2011..........
7.65% for the first month, plus an additional 1/12th of 0.80% for
each
month thereafter
October 2011 and thereafter............
8.45%
</table>
Cumulative Net
Realized
Losses:
As to any date of
determination the aggregate amount of Realized Losses as reduced by any Net
Recoveries received on Charged Off
Loans.
Current
Interest: For
any Class of Certificates and
Distribution Date, the amount of interest accruing at the applicable
Pass-Through Rate on the related Class
Principal Balance, or Notional Amount, as
applicable, of such Class during the related
Interest Accrual Period; provided,
that if and to the extent that on any
Distribution Date the Interest Remittance
Amount is less than the aggregate distributions required pursuant to Section
4.02(b)(i)A-M without regard to this proviso,
then the Current Interest on each
such Class will be reduced, on a pro rata basis in
proportion to the
amount of
Current Interest for each Class without
regard to this proviso, by the lesser of
(i) the amount of the deficiency described above in this proviso and (ii)
the
related Interest Shortfall for such
Distribution Date.
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:
The agreement,
among the Trustee,
the
related Custodian and the Depositor providing for the safekeeping of any
documents or instruments referred to in Section 2.01 on behalf of the
Certificateholders, attached hereto as Exhibit R-1 or Exhibit R-2, as
applicable.
Custodian: Either of
(i) Wells Fargo Bank,
N.A., a national
banking association or (ii) LaSalle Bank National Association, a national
banking association, or any successor custodian
appointed pursuant to the terms
of the related Custodial Agreement. Each Custodian so appointed
shall act as
agent on behalf of the Trustee,
and shall be
compensated by the Depositor. The
Trustee shall remain at all times
responsible under the terms of this Agreement,
notwithstanding the fact that certain
duties have been assigned to a Custodian.
Cut-off Date: For any Mortgage Loan, other than a Subsequent
Mortgage Loan, September 1, 2005. For any
Subsequent Mortgage Loan, the
applicable Subsequent Transfer Date.
Cut-off Date Principal Balance: As to any Mortgage Loan, the
Stated Principal Balance thereof as of the
close of business on the Cut-off
Date.
Defective Mortgage Loan: Any Mortgage Loan which is required
to be repurchased pursuant to Section 2.02
or 2.03.
Deferred Amount:
For any Class of Class M Certificates or
Class B Certificates and any 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) the amount of the
increase in the related Class Principal Balance due to the receipt of Net
Recoveries as provided in Section
4.02(vii).
Definitive Certificates: Any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section
5.02(e).
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: For
any month, a fraction,
expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 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
Collateral Balance as
of the close of business on the last day of
such month.
Denomination: With respect to each Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or the "Initial Notional
Amount of this Certificate" or, if neither
of the foregoing, the Percentage Interest
appearing on the face thereof.
Depositor: Credit Suisse First Boston Mortgage Securities
Corp., a Delaware corporation, or its
successor in interest.
Depository: The
initial Depository
shall be The
Depository
Trust Company, the nominee of which is CEDE &
Co., as the registered
Holder of
the Book-Entry Certificates. The Depository shall at all times be a
"clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of
the State of New York.
Depository
Participant: A
broker, dealer, bank or other
financial institution or other Person for whom from time to time
a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.
Determination Date: As to any Distribution Date, the second
Business Day immediately following the 15th
day of the month of such
Distribution Date.
Distribution Date: The 25th day of each month or if such day
is not a Business Day, the first Business
Day thereafter, commencing in October
2005.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and
its successors and assigns.
Due Date: With respect to any Distribution Date and any
Mortgage Loan, the day during the related
Due Period on which the Scheduled
Payment is due.
Due 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.
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 Moody's and Fitch in its
highest short-term
rating category
and by S&P at least "A-1+", or (iii) a segregated trust account or accounts
(which shall be a "special deposit
account") maintained
with the Trustee or any
other federal or state chartered depository
institution or trust company, acting
in its fiduciary capacity, in a manner acceptable to the
Trustee and the Rating
Agencies. Eligible Accounts may bear
interest.
Eligible Investments:
Any one or more of the
obligations and
securities listed below which investment provides for a date of maturity
not
later than the Determination Date in each
month:
(i) 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; Freddie Mac, Fannie Mae, the Federal Home Loan Banks or
any
agency or instrumentality of the United States of America rated AA
or
higher by the Rating Agencies;
(ii)
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;
(iii)
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) rated "A" or higher by Moody's, "A-1" or higher by
S&P and
"F-1" or higher by Fitch; 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
in
exchange for such collateral, and (C) be delivered to the Trustee
or,
if the Trustee is supplying the collateral, an agent for the
Trustee,
in such a manner as to accomplish perfection of a security interest
in
the collateral by possession of certificated securities;
(iv)
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;
(v) 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
Rating Agency that rates such securities at the time of such
investment;
(vi)
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;
(vii)
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 Fitch and or "AAAm" or "AAAm-G" by
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 a Servicer or the Trustee and any
such
funds that are managed by a Servicer or the Trustee or their
respective
Affiliates or for a Servicer or the Trustee or any Affiliate of
either
acts as advisor, as long as such money market funds satisfy the
criteria of this subparagraph (vii); and
(viii) 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-Restricted Certificates: As specified in the Preliminary
Statement.
Escrow Account: The separate account or accounts created and
maintained by each Servicer pursuant to
Section 3.06.
Escrow Mortgage Loan: Any Mortgage Loan for which the related
Servicer has established an Escrow Account
for items constituting Escrow
Payments.
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 7.01.
Excess Cashflow Loss Payment: As defined in Section
4.02(b)(iv)(A).
Excess Servicing
Fee: With respect to
each Mortgage Loan and
any Distribution Date, an amount equal to one month's
interest at the
Excess
Servicing Fee Rate on the Class X-S
Notional Amount for such Distribution Date.
Excess Servicing
Fee Rate: With respect to the Wilshire
Serviced Loans, the excess, if any, of 0.50% over the
"Wilshire Servicing
Fee
Rate" as defined in the Wilshire Letter Agreement. With respect to the Ocwen
Serviced Loans, the excess, if any, of
0.50% over the "Ocwen Servicing Fee Rate"
as defined in the Ocwen Letter
Agreement.
Expense Fees: As to each Mortgage Loan, the sum of the related
Servicing Fee, the Excess Servicing Fee,
the Credit Risk Manager Fee, the Credit
Insurance Provider Fee (if applicable) and
the Trustee Fee.
Expense Fee Rate: As
to each Mortgage
Loan, the sum of the
related Servicing Fee Rate, the Excess
Servicing Fee Rate, if
applicable, the
Credit Risk Manager Fee Rate , the Credit
Insurance Provider Fee (if applicable)
and the Trustee Fee Rate.
Fair Market
Value: The fair market value of all of the
property of the Trust, as agreed upon between the Terminating Entity and a
majority of the Holders of the Class A-RL
Certificates;
provided, however, that
if the Terminating Entity and a majority of the Holders of the Class A-RL
Certificates do not agree upon the fair market
value of all the property of the
Trust, the Terminating Entity shall
solicit, or cause the
solicitation of, good
faith bids for all of the property of the
Trust until it has received three bids
from institutions that are regular purchasers and/or sellers in the
secondary
market of residential whole mortgage loans similar to
the Mortgage Loans,
and
the Fair Market Value shall be equal to the
highest of such three bids.
Fannie Mae: Fannie
Mae, a federally
chartered and
privately
owned corporation organized and existing under the
Federal National
Mortgage
Association Charter Act, or any successor
thereto.
Fannie Mae Guides: The Fannie Mae Sellers' Guide and the
Fannie Mae Servicers' Guide and all
amendments or additions thereto.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989.
First Mortgage Loan: A Mortgage Loan that is secured by a
first lien on the Mortgaged Property
securing the related Mortgage Note.
Fitch: Fitch, Inc., or any successor thereto.
Foreclosure Restricted
Loan: Any Mortgage
Loan that is 60 or
more days delinquent as of the Closing Date, unless such Mortgage Loan has
become current for three consecutive
Scheduled Payments after the Closing Date.
Freddie Mac: Freddie Mac, 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.
Highest Priority: As
of any date of determination, the Class
of Subordinate Certificates then outstanding with a Class Principal
Balance
greater than zero, with the highest priority for payments pursuant to Section
4.02, in the following order of decreasing
priority: Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9A and Class
M-9F, Class B-1 and Class B-2
Certificates.
IndyMac: Indymac Bank, F.S.B., a federal savings bank.
IndyMac Serviced Loans: The Mortgage Loans identified as such
on the Mortgage Loan Schedule.
Initial Mortgage
Loan: A Mortgage Loan
conveyed to the Trust
on the Closing Date pursuant to this Agreement as identified on the Mortgage
Loan Schedule delivered to the Trustee on
the Closing Date.
Initial Mortgage Loan
Net WAC Rate: A per annum rate equal to
the weighted average of the Net Mortgage
Rates of the Initial Mortgage Loans.
Indirect Participant:
A broker, dealer, bank or other
financial institution or other Person that clears through or maintains a
custodial relationship with a Depository
Participant.
Insurance Proceeds:
Proceeds due under the
Credit Insurance
Policy, and proceeds paid under any other
Insurance Policy
covering a Mortgage
Loan to the extent the proceeds are not (i) applied to
the restoration
of the
related Mortgaged Property, (ii) applied to the satisfaction of any related
First Mortgage Loan or (iii)
released to the
Mortgagor in accordance with the
procedures that the Servicer would follow in
servicing mortgage
loans held for
its own account.
Interest Accrual
Period: With respect to each Distribution
Date, (i) with respect to the Class A-1,
Class A-2A, Class
A-2B, Class A-4
and
Class M-9A Certificates, the period commencing on the immediately preceding
Distribution Date (or the Closing Date,
in the case of the
first Distribution
Date) and ending on the day immediately
preceding the related Distribution Date,
and (ii) with respect to the Class A-3,
Class M-1,
Class M-2, Class M-3,
Class
M-4, Class M-6, Class M-7, Class M-8, Class M-9F,
Class B-1, Class B-2,
Class
A-R, Class A-RL, Class P, Class X-1 and Class X-S
Certificates,
the calendar
month prior to the month of such
Distribution Date.
Interest Remittance
Amount: For any Distribution Date, an
amount equal to (1) all interest collected
(other than Payaheads, if applicable)
or advanced in respect of Scheduled
Payments on the
Mortgage Loans during the
related Due Period, the interest portion of Payaheads
previously
received and
intended for application in the related Due
Period and the interest portion of
all Payoffs and Curtailments received on the Mortgage Loans
during the related
Prepayment Period, less (x) the Expense Fee (other than the Excess
Servicing
Fee) with respect to such Mortgage Loans
and (y) unreimbursed Advances and other
amounts due to a Servicer or the Trustee
with respect to such Mortgage Loans, to
the extent allocable to interest, (2) all
Compensating Interest Payments paid by
each Servicer with respect to the Mortgage Loans it is servicing and such
Distribution Date, (3) the portion of any
Substitution
Adjustment
Amount or
Repurchase Price paid with respect to such
Mortgage Loans during the calendar
month immediately preceding the
Distribution Date allocable to interest, (4) all
Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and other
recoveries (net of unreimbursed
Advances, Servicing Advances and expenses,
to
the extent allocable to interest,
and unpaid
Servicing Fees) collected with
respect to the Mortgage Loans during the prior
calendar month, to the extent
allocable to interest and (5) any amounts withdrawn from the Capitalized
Interest Account to pay interest on the Certificates with respect to such
Distribution Date.
Interest
Shortfall:
For any Distribution
Date, the aggregate
shortfall, if any, in collections of interest
for the previous month
(adjusted
to the related Net Mortgage Rate) on
Mortgage Loans resulting from (a) Principal
Prepayments received during the related Prepayment Period to the extent not
covered by Compensating Interest, (b) payments received under the Credit
Insurance Policy during the related Prepayment Period and (c) Relief Act
Reductions.
Last Scheduled Distribution Date: With respect to each Class
of Certificates, the Distribution Date in
January 2036.
Latest Possible
Maturity Date: For purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" of all interests created in REMIC 1, REMIC 2 and
REMIC 3 shall be January
25, 2036.
LIBOR: For any
Interest Accrual
Period other than the
first
Interest Accrual Period, the rate for United States
dollar deposits for one
month which appears on the Dow Jones
Telerate Screen Page 3750 as of 11:00 A.M.,
London, England time, on the second LIBOR
Business Day prior to the first day of
such Interest Accrual Period. With respect
to the first Interest Accrual Period,
the rate for United States dollar deposits for one month which
appears on the
Dow Jones Telerate Screen Page 3750 as of
11:00 A.M., London,
England time, two
LIBOR Business Days prior to the Closing Date. 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
LIBOR or
comparable rates as may be reasonably
selected by the Trustee), the rate will be
the Reference Bank Rate. If no such
quotations can be
obtained and no Reference
Bank Rate is available, LIBOR will be the LIBOR applicable to the Interest
Accrual Period preceding the next
applicable Distribution Date.
LIBOR Business
Day: Any day other than (i) a Saturday
or a
Sunday or (ii) a day on which banking
institutions
in the State of New
York or
in the city of London, England are required
or authorized by law to be closed.
LIBOR Certificates:
The Class A-1,
Class A-2A,
Class A-2B,
Class A-4 and Class M-9A Certificates.
Liquidated Mortgage
Loan: With respect to any Distribution
Date, a defaulted Mortgage Loan (including any REO Property) which was
liquidated or for which payments under the
related private
mortgage insurance
policy, hazard insurance policy or any
condemnation proceeds
were received, in
the calendar month preceding the month of
such Distribution Date and as to which
the related Servicer has determined (in
accordance with this Agreement) that it
has received all amounts it expects to receive in connection with the
liquidation of such Mortgage Loan, including the final disposition of the
related REO Property.
Liquidation Proceeds:
Amounts, including
Insurance Proceeds,
received in connection with the partial or complete
liquidation
of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or similar
disposition or amounts received in connection with any
condemnation or
partial
release of a Mortgaged Property and any other
proceeds received in connection
with an REO Property, in each case, which, for the avoidance of doubt, is
remaining after, or not otherwise required
to be applied to, the satisfaction of
any related First Mortgage Loan,
less the sum of
related unreimbursed
Expense
Fees, Servicing Advances, Advances and
reasonable out-of-pocket expenses.
Majority in Interest:
As to any Class of Regular Certificates
or the Class X-2 Certificates, the Holders of Certificates of such Class
evidencing, in the aggregate, at least 51%
of the Percentage Interests evidenced
by all Certificates of such Class.
Majority
Servicer: The
Servicer servicing the largest
percentage by Stated Principal Balance of outstanding Mortgage Loans on the
Optional Termination Date; provided, however, that if such Servicer does not
exercise its right to purchase the Mortgage
Loans under Section 9.01, each other
Servicer, in sequential order from the Servicer
servicing the second
largest
percentage, the third largest percentage, and so forth, to the Servicer
servicing the smallest percentage, in each case by Stated Principal
Balance of
outstanding Mortgage Loans on the Optional Termination Date, shall be the
Majority Servicer.
Marker Rate: With
respect to the Class X-1 Certificates and
any Distribution Date, a per annum rate equal to two (2) times the
weighted
average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular
Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2,
MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9F, MTI-M-9A,
MTI-B-1, MTI-B-2 and MTI-ZZ, with the rates on the REMIC 2
Regular Interests
MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-4 and MTI-M-9A, subject to a cap, for the
purpose of this calculation, equal to the lesser of (A) LIBOR plus the
Certificate Margin for the Corresponding
Certificate and (B) the REMIC 2 Net WAC
Rate, with the rate on the REMIC 2
Regular Interest
MTI-A-3 subject to a
cap,
for purposes of this calculation, equal to the lesser of (A) 4.7420%
per annum
on or prior to the Optional Termination Date and 5.2420% per annum after the
Optional Termination Date and (B) the REMIC
2 Net WAC Rate, with the rate on the
REMIC 2 Regular Interest MTI-M-1 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) 5.4841% per annum on or prior to the
Optional Termination Date and 5.9841% per
annum after the Optional Termination
Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular
Interest MTI-M-2 subject to a cap, for
purposes of this
calculation, equal
to
the lesser of (A) 5.5906% per annum on or
prior to the Optional Termination Date
and 6.0906% per annum after the
Optional Termination Date and (B) the REMIC 2
Net WAC Rate, with the rate on the REMIC 2
Regular Interest MTI-M-3 subject to a
cap, for purposes of this calculation, equal to the lesser of (A) 5.5392%
per
annum on or prior to the Optional
Termination
Date and 6.0392% per
annum after
the Optional Termination Date and (B) the
REMIC 2 Net WAC Rate, with the rate on
the REMIC 2 Regular Interest MTI-M-4 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) 5.7010% per annum on or prior to the
Optional Termination Date and 6.2010% per
annum after the Optional Termination
Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular
Interest MTI-M-5 subject to a cap, for
purposes of this
calculation, equal
to
the lesser of (A) 5.6182% per annum on or
prior to the Optional Termination Date
and 6.11820% per annum after the Optional
Termination
Date and (B) the REMIC
2
Net WAC Rate, with the rate on the REMIC 2
Regular Interest MTI-M-6 subject to a
cap, for purposes of this calculation, equal to the lesser of (A) 5.7216%
per
annum on or prior to the Optional
Termination Date and
6.22160% per annum after
the Optional Termination Date and (B) the
REMIC 2 Net WAC Rate, with the rate on
the REMIC 2 Regular Interest MTI-M-7 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) 5.7657% per annum on or prior to the
Optional Termination Date and 6.2657% per
annum after the Optional Termination
Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular
Interest MTI-M-8 subject to a cap, for
purposes of this
calculation, equal
to
the lesser of (A) 5.9694% per annum on or
prior to the Optional Termination Date
and 6.4694% per annum after the
Optional Termination Date and (B) the REMIC 2
Net WAC Rate, with the rate on the REMIC 2
Regular Interest
MTI-M-9F subject to
a cap, for purposes of this calculation,
equal to the lesser of
(A) 6.4413% per
annum on or prior to the Optional
Termination
Date and 6.9413% per
annum after
the Optional Termination Date and (B) the
REMIC 2 Net WAC Rate, with the rate on
the REMIC 2 Regular Interest MTI-B-1 subject to a cap, for purposes of this
calculation, equal to the lesser of (A) 7.0000% per annum on or prior to the
Optional Termination Date and 7.5000% per
annum after the Optional Termination
Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular
Interest MTI-B-2 subject to a cap, for
purposes of this
calculation, equal
to
the lesser of (A) 7.0000% per annum on or
prior to the Optional Termination Date
and 7.5000% per annum after the
Optional Termination Date and (B) the REMIC 2
Net WAC Rate and with the rate on the REMIC
2 Regular Interest MTI-ZZ subject to
a cap, for the purpose of this calculation,
equal to zero.
MERS: Mortgage Electronic Registration Systems, Inc., a
corporation organized and existing under
the laws of the State of Delaware, or
any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on
the MERS System.
MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS(R)
System.
MOM Loan: With respect
to any Mortgage Loan,
MERS acting as
the mortgagee of such Mortgage Loan, solely as nominee for the
originator of
such Mortgage Loan and its successors and
assigns, at the origination thereof.
Monthly Excess Cashflow: For any Distribution Date, an
amount
equal to the sum of (1) the Monthly Excess Interest and (2) the
Overcollateralization Release Amount, if
any, for such date.
Monthly Excess Interest: As to any Distribution Date, the sum
of (A) the Interest Remittance Amount
remaining after the application of
payments pursuant to clauses A. through M.
of Section 4.02(b)(i) plus (B) the
Principal Payment Amount remaining after
the application of payments pursuant to
clauses A. through N. of Section
4.02(b)(ii) or (iii).
Monthly
Statement: The statement delivered to the
Certificateholders pursuant to Section
4.06.
Moody's: Moody's Investors Service, Inc., or any successor
thereto. For purposes of Section 10.05(b)
the address for notices to Moody's
shall be Moody's Investors Service, Inc.,
99 Church Street, New York, New York
10007, Attention: Residential Pass-Through
Monitoring, or such other address as
Moody's may hereafter furnish to the
Depositor, the Servicers and the Trustee.
Mortgage: The
mortgage, deed of trust or other instrument
creating a first or second lien on an
estate in fee simple or leasehold interest
in real property securing a Mortgage
Note.
Mortgage File:
The Mortgage documents listed in Section
2.01(b) hereof pertaining to a particular
Initial Mortgage Loan or Subsequent
Mortgage Loan and any additional
documents delivered to
the Trustee to be added
to the Mortgage File pursuant to this
Agreement.
Mortgage Loans:
Such of the mortgage
loans transferred
and
assigned to the Trustee pursuant to the provisions
hereof as from time to
time
are held as a part of the Trust Fund
(including any REO Property), the mortgage
loans so held being identified in the Mortgage Loan
Schedule, notwithstanding
foreclosure or other acquisition of title
of the related Mortgaged Property.
Mortgage Loan Purchase
Price: The price, calculated as set
forth in Section 9.01, to be paid in connection
with the purchase of
the Trust
Collateral by the Auction Purchaser.
Mortgage Loan Schedule: The Mortgage Loan Schedule which
will
list the Mortgage Loans (as from time to time
amended by the Seller to reflect
the addition of Qualified Substitute
Mortgage Loans and the purchase of Mortgage
Loans pursuant to Section 2.01(f),
2.02 or 2.03)
transferred to the
Trustee as
part of the Trust Fund and from time to
time subject to this Agreement, attached
hereto as Schedule I, setting forth the following information with respect to
each Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii)
[reserved];
(iii) the
zip code of the Mortgaged Property;
(iv)
a code indicating the type of Mortgaged Property and
the occupancy status.
(v) the
original months to maturity or the
remaining months to maturity from the Cut-off Date, in any case
based
on the original amortization schedule and, if different, the
maturity
expressed in the same manner but based on the actual
amortization
schedule;
(vi)
the Combined Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate as of the Cut-off Date;
(viii) the
stated maturity date;
(ix)
the amount of the Scheduled Payment as of the Cut-off
Date;
(x) the
original principal amount of the Mortgage Loan;
(xi)
the principal balance of the Mortgage Loan as of the
close of business on the Cut-off Date, after deduction of payments
of
principal due on or before the Cut-off Date whether or not
collected;
(xii) a
code indicating the purpose of the Mortgage Loan
(i.e., purchase, rate and term refinance, equity take-out
refinance);
(xiii) the Net
Mortgage Rate as of the Cut-off Date;
(xiv) the
Originator of the related Mortgage Loan;
(xv)
the Servicing Fee Rate;
(xvi) the
related sub-servicer;
(xvii) a code
indicating whether a Mortgage Loan is subject
to a Prepayment Charge;
(xviii) the amount of
the Prepayment Charge with respect to
each Mortgage Loan and a code identifying whether such
Prepayment
Charge is related to a Curtailment or Payoff;
(xix)
whether such Mortgage Loan is a Balloon Loan;
(xx)
whether such Mortgage Loan is a Wilshire Serviced
Loan, an Ocwen Serviced Loan or an IndyMac Serviced Loan;
(xxi) a
code indicating whether the Mortgage Loan is a MERS
Mortgage Loan and, if so, its corresponding MIN; and
(xxii) whether
such Mortgage Loan is an Old Republic Covered
Loan.
With respect to the Mortgage Loans in the aggregate, each, the
Mortgage Loan Schedule shall set forth the following information, as of the
Cut-off Date:
(i) the number
of Mortgage Loans; and
(ii)
the current aggregate principal balance of the
Mortgage Loans as of the close of business on the Cut-off Date,
after
deduction of payments of principal due on or before the Cut-off
Date
whether or not collected.
Mortgage Note: The original executed note or other evidence of
indebtedness evidencing the indebtedness of
a Mortgagor under a Mortgage Loan.
Mortgage Rate: The annual fixed rate of interest borne by a
Mortgage Note.
Mortgaged Property: The underlying real property securing a
Mortgage Loan.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Excess Spread:
With respect to any Distribution Date and
Loan, a fraction, expressed as a percentage, the
numerator of which is equal to
the excess of (x) the aggregate Stated
Principal Balance for
such Distribution
Date of the Mortgage Loans, multiplied by
the weighted average Net Mortgage Rate
of such Mortgage Loans over (y) the Interest Remittance Amount for such
Distribution Date, and the denominator of which is an amount equal to the
aggregate Stated Principal Balance for such Distribution Date of the Mortgage
Loans, multiplied by the actual number of
days elapsed in the related Interest
Accrual Period divided by 360.
Net Funds Cap:
As to any Distribution Date, will be a per
annum rate equal to (a) a fraction,
expressed as a percentage, (a) the numerator
of which is (1) the amount of interest
accrued on the
Mortgage Loans for such
date, minus (2) the Expense Fee, and (b)
the denominator of which is the product
of (i) the Aggregate Collateral Balance
immediately preceding
such Distribution
Date (or as of the Cut-off Date in the case of the first
Distribution
Date),
multiplied by (ii)(x) in the case of the
Class A-3, Class M-1,
Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9F, Class
B-1, Class B-2, Class A-R, Class A-RL and
Class P Certificates,
1/12 and (y) in
the case of the Class A-1, Class A-2A,
Class A-2B and Class
M-9A Certificates,
the actual number of days in the related
Interest Accrual Period divided by 360.
For federal income tax purposes,
however, as to any Distribution
Date will be
the equivalent of the foregoing, expressed as a per annum rate equal to
the
weighted average of the Uncertificated
Pass-Through Rates on the REMIC 2 Regular
Interests (other than the REMIC 2 Regular
Interest MTI-P and the REMIC 2 Regular
Interest MTI-R) multiplied by (in the case of the
Class A-1, Class A-2A,
Class
A-2B, Class A-4 and Class M-9A Certificates) 30 divided by the
actual number of
days in the related Interest Accrual
Period.
Net Mortgage Rate: As
to each Mortgage Loan, and at any time,
the per annum rate equal to the Mortgage
Rate less the related Expense Fee Rate.
Net Prepayment
Interest Shortfalls:
As to any Distribution
Date, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls during the Prepayment Period exceeds the Compensating Interest
Payment for such Distribution Date.
Net Recovery:
Any proceeds received by a Servicer on a
delinquent or Charged Off Loan (including
any Liquidation Proceeds received on a
Charged Off Loan), net of any Servicing Fee, Ancillary Income and any other
related expenses.
Nonrecoverable Advance: Any portion of an Advance or Servicing
Advance previously made or proposed to be
made by the applicable
Servicer that,
in the good faith judgment of the applicable
Servicer, will not be ultimately
recoverable by the applicable Servicer from the related Mortgagor, related
Liquidation Proceeds or otherwise.
Notional Amount: The Class X-1 Notional Amount or the Class
X-S Notional Amount, as applicable.
Notional Amount Certificates: As specified in the Preliminary
Statement.
Ocwen: Ocwen Loan Servicing, LLC, a Delaware limited liability
company.
Ocwen Letter
Agreement: The
securitization
servicing side
letter agreement, dated as of September 1, 2005,
between the Seller and
Ocwen,
as amended, supplemented or superseded from
time to time.
Ocwen Serviced Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule.
Ocwen Special
Servicing:
With regard to any
Ocwen Serviced
Loans that become Charged Off Loans, the servicing of such Charged Off Loans
using specialized collection procedures
(including foreclosure, if appropriate)
to maximize recoveries.
Offered Certificates: As specified in the Preliminary
Statement.
Officer's Certificate: A certificate signed by the Chairman of
the Board or the Vice Chairman of the Board
or the President or a Vice President
or an Assistant Vice President or the Treasurer or the
Secretary or one of the
Assistant Treasurers or Assistant Secretaries of a Servicer, the Special
Servicer or the Depositor, and delivered to
the Depositor or the Trustee, as the
case may be, as required by this
Agreement.
Old Republic Covered
Loan: A Mortgage Loan for which coverage
is available under the Credit Insurance Policy, as indicated on the Mortgage
Loan Schedule.
Opinion of Counsel: A
written opinion of counsel, who may be
counsel for the Depositor or a Servicer,
including in-house
counsel, reasonably
acceptable to the Trustee; provided, however, that with respect to the
interpretation or application of the REMIC
Provisions, such
counsel must (i) in
fact be independent of the Depositor and any Servicer, (ii) not have any
material direct financial interest in the Depositor or any
Servicer or in any
affiliate of either, and (iii) not be connected with the Depositor or any
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar
functions.
Optional Termination: The termination of the trust created
hereunder in connection with the purchase
of the Mortgage Loans pursuant to
Section 9.01.
Optional Termination Date: The first date on which the
Optional Termination may be exercised.
Optional Termination Notice Date: As defined in Section 9.02.
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Outstanding: With
respect to the
Certificates as of any date
of determination, all Certificates theretofore
executed and authenticated under
this Agreement except: (i) Certificates
theretofore
canceled by the
Trustee or
delivered to the Trustee for cancellation;
and (ii) Certificates in exchange for
which or in lieu of which other
Certificates have been executed and delivered by
the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan
with a Stated Principal Balance greater
than zero which was not the subject of a
Payoff prior to such Due Date and which
did not become a
Liquidated
Mortgage
Loan or Charged Off Loan prior to such Due
Date.
Overcollateralization
Amount: For any
Distribution Date,
an
amount equal to the amount, if any, by which (x) the Aggregate Collateral
Balance for such Distribution Date exceeds (y) the aggregate
Class Principal
Balance of the Certificates after giving
effect to payments on such Distribution
Date.
Overcollateralization
Release Amount:
For any Distribution
Date, an amount equal to the lesser of (x) the Principal Remittance Amount
(without regard to clause (6) of such
definition) for such Distribution Date and
(y) the amount, if any, by which (1) the
Overcollateralization
Amount for such
date, calculated for this purpose on the
basis of the
assumption that 100%
of
the aggregate of the Principal Remittance Amount and Excess Cashflow Loss
Payment for such date is applied on such
date in reduction of
the aggregate of
the Class Principal Balances of the Certificates (to an amount not less than
zero), exceeds (2) the Targeted
Overcollateralization Amount for such date.
Overfunded Interest
Amount: With respect to any Subsequent
Transfer Date and the Subsequent Mortgage
Loans, the excess of (A) the amount on
deposit in the Capitalized Interest Account on such date over
(B) the excess of
(i) the amount of interest accruing at (x) the assumed weighted average
Pass-Through Rates of the Senior
Certificates
multiplied by (y) the Pre-Funding
Amount outstanding at the end of the
related Due Period for the total number of
days remaining through the end of the Interest Accrual Periods ending (a)
October 25, 2005, (b) November 25, 2005 and (c)
December 26, 2005 over (ii) one
month of investment earnings on the amount on deposit in the Capitalized
Interest Account on such date at an annual
rate of 2.840%. The
assumed weighted
average Pass-Through Rate of the Senior
Certificates will be calculated assuming
LIBOR is 3.840% for any Subsequent Transfer Date for the Subsequent Mortgage
Loans prior to the October 2005
Distribution
Date, 4.240% for any Subsequent
Transfer Date for the Subsequent Mortgage Loans prior to the November 2005
Distribution Date and 4.640% for any
Subsequent Transfer Date for the Subsequent
Mortgage Loans prior to the December 2005
Distribution Date.
Ownership Interest:
As to any Residual Certificate, any
ownership or security interest in such Certificate including any interest in
such Certificate as the Holder thereof and
any other interest
therein, whether
direct or indirect, legal or
beneficial.
Par Value: As defined
in Section 9.01 hereof; provided that
the "Par Value" for any Auction Date shall
also include the auction expenses of
the Trustee (which auction expenses shall
not exceed $25,000).
Pass-Through Rate:
With respect to the Class A-1, Class A-2A,
Class A-2B, Class A-3, Class A-4, Class A-R, Class A-RL, Class P, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8,
Class M-9A, Class M-9F, Class B-1 and Class B-2
Certificates,
the Class A-1
Pass-Through Rate, Class A-2A Pass-Through
Rate, Class A-2B
Pass-Through Rate,
Class A-3 Pass-Through Rate, Class A-4
Pass-Through Rate, Class A-R Pass-Through
Rate, Class A-RL Pass-Through Rate, Class P Pass-Through Rate, Class M-1
Pass-Through Rate, Class M-2 Pass-Through
Rate, Class M-3
Pass-Through Rate,
Class M-4 Pass-Through Rate, Class M-5
Pass-Through Rate, Class M-6 Pass-Through
Rate, Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate, Class M-9A
Pass-Through Rate, Class M-9F Pass-Through
Rate, Class B-1 Pass-Through Rate and
Class B-2 Pass-Through Rate.
With respect to the Class X-1
Certificates
and any Distribution Date, a per
annum rate equal to the percentage equivalent of a fraction,
the numerator of
which is the sum of the amounts
calculated
pursuant to clauses
(A) through (S)
below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular
Interest MTI-AA, REMIC
2 Regular Interest
MTI-A-1, REMIC 2 Regular Interest MTI-A-2A,
REMIC 2 Regular
Interest MTI-A-2B,
REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest
MTI-A-4, REMIC 2
Regular Interest MTI-M-1, REMIC 2 Regular Interest
MTI-M-2, REMIC 2 Regular
Interest MTI-M-3, REMIC 2 Regular Interest
MTI-M-4, REMIC 2 Regular Interest
MTI-M-5, REMIC 2 Regular Interest
MTI-M-6, REMIC 2 Regular Interest
MTI-M-7,
REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest
MTI-M-9A, REMIC 2
Regular Interest MTI-M-9F, REMIC 2 Regular Interest
MTI-B-1, REMIC 2 Regular
Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ. For purposes of
calculating the Pass-Through Rate for the
Class X-1 Certificates, the numerator
is equal to the sum of the following
components:
(A) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-AA minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-AA;
(B) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-A-1 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-A-1;
(C) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-A-2A minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-A-2A;
(D) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-A-2B minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-A-2B;
(E) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-A-3 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-A-3;
(F) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-A-4 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-A-4;
(G) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-1 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-1;
(H) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-2 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-2;
(I) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-3 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-3;
(J) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-4 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-4;
(K) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-5 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-5;
(L)
the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-6 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-6;
(M) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-7 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-7;
(N) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-8 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-8;
(O) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-9A minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-9A;
(P) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-M-9F minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-M-9F;
(Q) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-B-1 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-B-1;
(R) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-B-2 minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-B-2; and
(S) the
Uncertificated REMIC 2 Pass-Through Rate for
REMIC 2 Regular Interest MTI-ZZ minus the
Marker Rate, applied to an amount
equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest
MTI-ZZ.
Payahead: Any Scheduled Payment intended by the related
Mortgagor to be applied in a Due Period
subsequent to the Due Period in which
such payment was received.
Payoff: Any payment of
principal on a Mortgage Loan equal to
the entire outstanding Stated Principal Balance of such Mortgage Loan, if
received in advance of the last
scheduled Due Date for such Mortgage Loan and
accompanied by an amount of interest
equal to accrued
unpaid interest on the
Mortgage Loan to the date of such
payment-in-full.
Percentage Interest:
As to any Certificate, the percentage
interest evidenced thereby in distributions
required to be made on
the related
Class, such percentage interest being set forth on the
face thereof or equal to
the percentage obtained by dividing the
Denomination of such Certificate by the
aggregate of the Denominations of all
Certificates of the same Class.
Permitted Transferee:
Any person other than (i) the United
States, any State or political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
International Organization or any agency or instrumentality of either of the
foregoing, (iii) an organization (except
certain farmers' cooperatives described
in section 521 of the Code) which is exempt
from tax imposed by Chapter 1 of the
Code (including the tax imposed by section
511 of the Code on unrelated business
taxable income) on any excess inclusions (as defined in section
860E(c)(1) of
the Code) with respect to any Residual Certificate, (iv) rural electric and
telephone cooperatives described in section 1381(a)(2)(C) of the Code, (v) a
Person that is not a United States Person, and (vi) a Person designated as a
non-Permitted Transferee by the Depositor based
upon an Opinion of Counsel that
the Transfer of an Ownership Interest in a Residual
Certificate to such
Person
may cause any REMIC created hereunder to fail to qualify as a
REMIC at any time
that the Certificates are outstanding. The terms "United States," "State"
and
"International Organization" shall have the meanings set forth
in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or
political
subdivision
thereof for these purposes if all of its
activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.
Person: Any
individual,
corporation,
partnership,
joint
venture, association, limited liability company,
joint-stock company,
trust,
unincorporated organization or government, or any agency or political
subdivision thereof.
Physical Certificates: As specified in the Preliminary
Statement.
Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee with respect to
the Mortgage Loans pursuant to Section
3.05(f) in the name of the Trustee for the
benefit of the Certificateholders and
designated "JPMorgan Chase Bank, N.A., in
trust for registered
holders of Home
Equity Mortgage Pass-Through Certificates, Series 2005-4." Funds in the
Pre-Funding Account shall be held in trust for
the Certificateholders
for the
uses and purposes set forth in this Agreement and shall not be a part of any
REMIC created hereunder; provided, however, that any investment income
earned
from Eligible Investments made with funds in the Pre-Funding
Account shall be
for the account of the Depositor.
Pre-Funding Amount: The amount deposited in the Pre-Funding
Account on the Closing Date, which shall
equal $29,400,300.
Pre-Funding Period: the period from the Closing Date until the
earliest of (i) the date on which the
amount on deposit in the Pre-Funding
Account is reduced to zero, (ii) the date
on which an Event of Default occurs or
(iii) December 24, 2005.
Prepayment Charge:
With respect to any Mortgage
Loan, any
charge required to be paid if the Mortgagor prepays such Mortgage Loan as
provided in the related Mortgage Note or
Mortgage.
Prepayment
Interest Excess:
As to any Mortgage Loan,
Distribution Date and Principal Prepayment in full during the portion of
the
related Prepayment Period occurring from the first day
through the fourteenth
day of the calendar month in which such Distribution Date occurs, an amount
equal to interest (to the extent received) at the applicable Mortgage Rate
(giving effect to any applicable Relief Act Reduction), as reduced by the
related Expense Fee Rate on the amount of such
Principal Prepayment for the
number of days commencing on the first day of the
calendar month in
which such
Distribution Date occurs and ending on the date on which such Principal
Prepayment is so applied; provided that Prepayment Interest Excess shall only
exist with respect to any Mortgage Loan and
any Distribution Date if the related
Principal Prepayment in full is deposited by the applicable Servicer in the
related Collection Account pursuant to Section
3.05(b)(i)
hereof in the same
month as such Principal Prepayment in full is made, to be included with
distributions on such Distribution
Date.
Prepayment Interest
Shortfall:
As to any Mortgage Loan,
Distribution Date and Principal Prepayment,
other than Principal
Prepayments in
full that occur during the portion of the
Prepayment Period that
is in the same
calendar month as the Distribution Date, the difference between (i) one full
month's interest at the applicable Mortgage Rate (giving effect to any
applicable Relief Act Reduction), as reduced by the Expense Fee
Rate, on the
Stated Principal Balance of such Mortgage Loan immediately prior to such
Principal Prepayment and (ii) the amount of interest
actually received that
accrued during the month immediately preceding such Distribution Date
or, with
respect to any Mortgage Loan with a Due Date other than
the first of the month,
the amount of interest actually received that accrued during the one-month
period immediately preceding the Due Date following
the Principal
Prepayment,
with respect to such Mortgage Loan in
connection with such Principal Prepayment.
Prepayment Period:
With respect to each Distribution Date
(other than the October 2005 Distribution
Date), each Mortgage
Loan (other than
the IndyMac Serviced Loans) and each Payoff,
the related
"Prepayment
Period"
will be the 15th of the month preceding the month in which the related
Distribution Date occurs through the 14th of the month in which the
related
Distribution Date occurs. With respect to the October 2005
Distribution
Date,
each Mortgage Loan (other than the IndyMac
Serviced Loans) and each Payoff, the
related "Prepayment Period" will be
September 1, 2005 through October 14, 2005.
With respect to each Distribution Date, each IndyMac Serviced Loan and each
Curtailment with respect to the Wilshire Serviced Loans and Ocwen Serviced
Loans, the related "Prepayment Period" will be the
calendar month preceding the
month in which the related Distribution
Date occurs.
Principal Payment Amount: For any Distribution Date, an amount
equal to the Principal Remittance Amount plus any Excess Cashflow
Loss Payment
for such date, minus the
Overcollateralization
Release Amount, if any, for such
date.
Principal Prepayment: Any payment of principal on a Mortgage
Loan which constitutes a Payoff or
Curtailment.
Principal Remittance
Amount: For any Distribution Date, an
amount equal to the sum of (1) all
principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period (less unreimbursed Advances, Servicing Advances and other
amounts due to each Servicer and the
Trustee with respect to the Mortgage Loans,
to the extent allocable to principal)
and the principal portion of Payaheads
previously received and intended for
application in the related Due Period, (2)
all Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage
Loan
that was repurchased by the Seller,
the Terminating Entity or the Majority in
Interest Class X-2 Certificateholder during the calendar month immediately
preceding such Distribution Date, (4) the
portion of any Substitution Adjustment
Amount paid with respect to any Deleted
Mortgage Loans during the calendar month
immediately preceding such Distribution Date allocable to principal,
(5) all
Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net
of
unreimbursed Advances, Servicing Advances and other expenses, to the extent
allocable to principal) and Net Recoveries collected with respect to the
Mortgage Loans during the prior calendar month, to the extent allocable to
principal, (6) amounts withdrawn from the Reserve Account to cover Realized
Losses on the Mortgage Loans incurred
during the related
Collection Period
and
(7) with respect to the Distribution Date
in December 2005, the amount remaining
in the Pre-Funding Account at the end of
the Pre-Funding Period.
Prospectus Supplement: The Prospectus Supplement dated
September 29, 2005 relating to the Offered
Certificates.
PUD: Planned Unit Development.
Qualified Insurer: A
mortgage guaranty insurance company duly
qualified as such under the laws of the
state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer,
duly authorized and licensed in
such
states to transact a mortgage guaranty
insurance business in
such states and to
write the insurance provided by the
insurance policy issued by it, approved as a
Fannie Mae- or Freddie Mac-approved mortgage insurer or having a
claims paying
ability rating of at least "AA" or
equivalent rating by
at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a
claims paying
ability
rating as the insurer it replaces had on the Closing Date. Any replacement
insurer with respect to the Credit
Insurance Policy must be acceptable to the
Rating Agencies as evidenced by written
acknowledgment
from each Rating
Agency
that such replacement will not cause a
reduction, withdrawal
or cancellation of
the ratings of the Certificates.
Qualified
Substitute
Mortgage Loan:
A Mortgage Loan
substituted by the Seller for a Deleted
Mortgage Loan which must, on the date of
such substitution, as confirmed in a Request for
Release, substantially
in the
form of Exhibit M (i) have a Stated
Principal Balance, after deduction of the
principal portion of the Scheduled Payment
due in the month of substitution (or,
in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal
balance), not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted
Mortgage Loan;
(ii) be accruing interest at a rate no
lower than and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a Combined
Loan-to-Value Ratio no higher than that of the
Deleted Mortgage Loan; (iv) have
a remaining term to maturity no greater than (and not more than one year
less
than that of) the Deleted Mortgage Loan;
and (v) comply with each representation
and warranty set forth in Section
2.03(f).
Rating Agency:
Fitch,
Moody's and S&P. If either such
organization or a successor is no longer in
existence, "Rating
Agency" shall be
such nationally recognized statistical
rating organization,
or other comparable
Person, as is designated by the Depositor,
notice of which
designation shall be
given to the Trustee and the Servicers.
References
herein to a given
rating or
rating category of a Rating Agency shall mean such rating
category without
giving effect to any modifiers.
Ratings: As of any date of determination, the ratings, if any,
of the Certificates as assigned by the
Rating Agencies.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an amount (not less than zero or greater
than the Stated
Principal Balance of
the Mortgage Loan) as of the date of such
liquidation,
equal to (i) the
Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage
Rate from the related
Due
Date as to which interest was last paid or
advanced (and not
reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time,
minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied
as recoveries of interest at the Net
Mortgage Rate and to principal of the
Liquidated Mortgage
Loan. Any Charged Off
Loan will give rise to a Realized
Loss (calculated as if clause (iii) of the
previous sentence is equal to zero) at the
time it is charged off, as described
in Section 3.11(a)(iii) hereof.
If a Servicer receives
Net Recoveries with respect to any
Charged Off Loan, the amount of the Realized
Loss with respect to
that Charged
Off Loan will be reduced to the extent such
recoveries are applied
to principal
distributions on any Distribution Date.
Record Date: With respect to the Certificates (other than the
LIBOR Certificates which are Book-Entry
Certificates) and any Distribution Date,
the close of business on the last Business
Day of the month
preceding the month
in which such applicable Distribution Date occurs. With respect to the LIBOR
Certificates which are Book-Entry Certificates and any Distribution
Date, the
close of business on the Business Day
preceding such Distribution Date.
Reference Bank Rate:
With respect to any Interest Accrual
Period, as follows: the arithmetic mean (rounded
upwards, if necessary,
to the
nearest one sixteenth of a percent) of the offered rates for United States
dollar deposits for one month which are offered by
the Reference
Banks as of
11:00 A.M., London, England time, on the second LIBOR
Business Day prior to the
first day of such Interest Accrual Period
to prime banks in the London interbank
market for a period of one month in amounts
approximately equal to the aggregate
Class Principal Balance of the LIBOR Certificates; provided that at least two
such Reference Banks provide such rate. If fewer
than two offered rates appear,
the Reference Bank Rate will be the
arithmetic
mean of the rates
quoted by one
or more major banks in New York City,
selected by the Trustee, as of 11:00 a.m.,
New York time, on such date for loans in
U.S. Dollars to
leading European Banks
for a period of one month in amounts
approximately equal to
the aggregate Class
Principal Balance of the LIBOR Certificates. If no such quotations can be
obtained, the Reference Bank Rate shall be LIBOR
applicable to the
preceding
Distribution Date; provided however, that if, under the priorities
indicated
above, LIBOR for a Distribution Date would be based on LIBOR for
the previous
Payment Date for the third consecutive Distribution Date, the Trustee shall
select an alternative comparable index over which the Trustee has
no control,
used for determining one-month Eurodollar lending rates that is
calculated and
published or otherwise made available by an
independent party.
Reference Banks: Barclays Bank PLC, National Westminster Bank
and Abbey National PLC.
Regular Certificates: As specified in the Preliminary
Statement.
Released Loan:
Any Charged Off Loan that is released by
Wilshire to the Class X-2 Certificateholders pursuant to Section 3.11(a),
generally on the date that is six months
after the date on which Wilshire begins
using Wilshire Special Servicing on such Charged Off
Loans. Any Released
Loan
will no longer be an asset of any REMIC or
the Trust Fund.
Relief Act: The Servicemembers Civil Relief Act or any similar
state law or regulation.
Relief Act Reductions:
With respect to any Distribution Date
and any Mortgage Loan as to which there has been a
reduction in the
amount of
interest or principal collectible thereon (attributable to any previous
month)
as a result of the application of the Relief Act or similar state law or
regulation, the amount, if any, by which (i) interest and/or principal
collectible on such Mortgage Loan for the most
recently ended calendar month is
less than (ii) interest and/or principal
accrued thereon for such month pursuant
to the Mortgage Note.
REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.
REMIC 1: The segregated pool of assets subject hereto,
constituting the primary trust created
hereby and to be administered hereunder,
with respect to which a REMIC
election is to be made
consisting
of: (i) such
Mortgage Loans as from time to time are
subject to this
Agreement (other
than
any Prepayment Charges), together with the Mortgage Files
relating thereto, and
together with all collections thereon and proceeds thereof, (ii) any REO
Property, together with all collections
thereon and proceeds thereof, (iii) the
Credit Insurance Policy, (iv) the Trustee's rights with
respect to the Mortgage
Loans under all insurance policies, including any Primary Insurance Policy,
required to be maintained pursuant to this Agreement and any proceeds
thereof
and (v) the Collection Account and the
Certificate Account
(subject to the last
sentence of this definition) and such assets that are
deposited therein from
time to time and any investments thereof. Notwithstanding the foregoing,
however, a REMIC election will not be made with respect to the Pre-Funding
Account, the Capitalized Interest Account
and the Reserve Account.
REMIC 1 Regular Interest LTI-1: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular
Interest LTI-1
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 1 Regular Interest LTI-PF: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1
Regular Interest
LTI-PF
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 1 Regular Interest LTI-P: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular
Interest LTI-P
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 1 Regular Interest LTI-R: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular
Interest LTI-R
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 1 Regular Interest LTI-S1: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1
Regular Interest
LTI-S1
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall not be entitled to distributions of
principal.
REMIC 1 Regular Interest LTI-S2: One of the separate
non-certificated beneficial ownership interests in
REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1
Regular Interest
LTI-S2
shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall not be entitled to distributions of
principal.
REMIC 1 Regular Interests: REMIC 1 Regular Interest LTI-1,
LTI-PF, LTI-P, LTI-S1, LTI-S2 and
LTI-R.
REMIC 2: The
segregated pool of
assets consisting of
all of
the REMIC 1 Regular Interests conveyed in the trust to the Trustee, for the
benefit of the Holders of the REMIC 2 Regular Interests and the Class A-R
Certificates (in respect of the Class R-2
Interest),
pursuant to Article II
hereunder, and all amounts deposited therein,
with respect to which
a separate
REMIC election is to be made.
REMIC 2 Net WAC Rate: With respect to any Distribution Date, a
per annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular
Interest LTI-1PF, weighted on the basis of such respective Uncertificated
Principal Balances thereof immediately
preceding such Distribution Date.
REMIC 2 Regular Interest: Any of the separate non-certificated
beneficial ownership interests in REMIC 2 issued
hereunder and designated as a
"regular interest" in REMIC 2. Each REMIC 2 Regular Interest shall accrue
interest at the related Uncertificated REMIC 2
Pass-Through Rate in effect from
time to time, and shall be entitled to
distributions
of principal,
subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto. The designations for the respective REMIC 2 Regular
Interests are set
forth in the Preliminary Statement
hereto.
REMIC 2 Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and
related REO Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest MTI-AA minus the Marker
Rate, divided by (b) 12.
REMIC 2 Overcollateralization Amount: With respect to any date
of determination, (i) 1% of the aggregate
Uncertificated
Principal Balances of
the REMIC 2 Regular Interests minus (ii)
the aggregate
Uncertificated Principal
Balances of REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3,
MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3,
MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2, MTI-R and MTI-P,
in each case as of such
date of determination.
REMIC 2 Principal Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to the
product of (i) the
aggregate Stated
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the
aggregate Uncertificated Principal Balance
of REMIC 2 Regular Interests MTI-A-1,
MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4,
MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F,
MTI-B-1 and MTI-B-2 and
the denominator of which is the aggregate
Uncertificated
Principal Balance of
REMIC 2 Regular Interests MTI-A-1, MTI-A-2A, MTI-A-2B, MTI-A-3, MTI-A-4,
MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,
MTI-M-9A, MTI-M-9F, MTI-B-1, MTI-B-2 and
MTI-ZZ.
REMIC 2 Regular Interest MTI-AA: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-AA
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-A-1: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-A-1
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-A-2A: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC
2. REMIC 2 Regular
Interest MTI-A-2A
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-A-2B: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC
2. REMIC 2 Regular
Interest MTI-A-2B
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-A-3: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-A-3
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-A-4: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-A-4
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-M-1: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-M-1
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.
REMIC 2 Regular Interest MTI-M-2: One of the separate
non-certificated beneficial ownership interests in
REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2
Regular Interest
MTI-M-2
shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in
effect from time to time, and shall be
entitled to
distributions of
principal,
subject to the terms and conditions
hereof, in an
aggregate amount equal to its
initial
