EXECUTION COPY
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP.,
Depositor
DLJ MORTGAGE CAPITAL,
INC.,
Seller
WILSHIRE CREDIT
CORPORATION,
Servicer
OCWEN LOAN SERVICING,
LLC,
Servicer
SELECT PORTFOLIO SERVICING,
INC.,
Special Servicer
and
JPMORGAN CHASE BANK,
N.A.,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 2005
HOME EQUITY MORTGAGE TRUST SERIES
2005-3
HOME EQUITY MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2005-3
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
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SECTION 1.01
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Definitions.
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SECTION 1.02
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Interest Calculations.
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SECTION 1.03
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Allocation of Certain Interest
Shortfalls.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
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SECTION 2.01
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Conveyance of Mortgage
Loans.
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SECTION 2.02
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Acceptance by the
Trustee.
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SECTION 2.03
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Representations and Warranties of
the Seller, the Servicers and the Special Servicer.
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SECTION 2.04
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Representations and Warranties of
the Depositor as to the Mortgage Loans.
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SECTION 2.05
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Delivery of Opinion of Counsel in
Connection with Substitutions.
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SECTION 2.06
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Execution and Delivery of
Certificates.
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SECTION 2.07
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REMIC Matters.
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SECTION 2.08
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Covenants of each
Servicer.
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SECTION 2.09
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Conveyance of REMIC Regular
Interests and Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4
by the Trustee; Issuance of Certificates.
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ARTICLE III
ADMINISTRATION AND SERVICING OF
MORTGAGE LOANS
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SECTION 3.01
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Servicers to Service Mortgage
Loans.
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SECTION 3.02
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Subservicing; Enforcement of the
Obligations of Subservicers.
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SECTION 3.03
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[Reserved].
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SECTION 3.04
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Trustee to Act as
Servicer.
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SECTION 3.05
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Collection of Mortgage Loans;
Collection Accounts; Certificate Account; Pre-Funding Account;
Capitalized Interest Account.
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SECTION 3.06
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Establishment of and Deposits to
Escrow Accounts; Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges.
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SECTION 3.07
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Access to Certain Documentation and
Information Regarding the Mortgage Loans; Inspections.
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SECTION 3.08
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Permitted Withdrawals from the
Collection Accounts and Certificate Account.
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SECTION 3.09
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Maintenance of Hazard Insurance and
Mortgage Impairment Insurance; Claims; Restoration of Mortgaged
Property.
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SECTION 3.10
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Enforcement of Due-on-Sale Clauses;
Assumption Agreements.
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SECTION 3.11
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Realization Upon Defaulted Mortgage
Loans; Repurchase of Certain Mortgage Loans.
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SECTION 3.12
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Trustee to Cooperate; Release of
Mortgage Files.
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SECTION 3.13
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Documents, Records and Funds in
Possession of a Servicer to be Held for the Trustee.
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SECTION 3.14
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Servicing Fee.
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SECTION 3.15
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Access to Certain
Documentation.
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SECTION 3.16
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Annual Statement as to
Compliance.
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SECTION 3.17
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Annual Independent Public
Accountants’ Servicing Statement; Financial
Statements.
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SECTION 3.18
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Maintenance of Fidelity Bond and
Errors and Omissions Insurance.
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SECTION 3.19
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Duties of the Credit Risk
Manager.
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SECTION 3.20
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Limitation Upon Liability of the
Credit Risk Manager.
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SECTION 3.21
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Advance Facility.
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SECTION 3.22
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Special Serviced Mortgage
Loans
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ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE
SERVICER
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SECTION 4.01
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Advances by the Servicer.
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SECTION 4.02
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Priorities of
Distribution.
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SECTION 4.03
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[Reserved].
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SECTION 4.04
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[Reserved].
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SECTION 4.05
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Allocation of Realized
Losses.
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SECTION 4.06
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Monthly Statements to
Certificateholders.
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SECTION 4.07
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Distributions on the REMIC 1 Regular
Interests and REMIC 2 Regular Interests.
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SECTION 4.08
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[Reserved].
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SECTION 4.09
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Prepayment Charges.
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SECTION 4.10
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Servicers to Cooperate.
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SECTION 4.11
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The Interest Rate Cap Agreement and
the Swap Agreement
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ARTICLE V
THE CERTIFICATES
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SECTION 5.01
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The Certificates.
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SECTION 5.02
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Certificate Register; Registration
of Transfer and Exchange of Certificates.
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SECTION 5.03
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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SECTION 5.04
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Persons Deemed Owners.
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SECTION 5.05
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Access to List of
Certificateholders’ Names and Addresses.
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SECTION 5.06
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Maintenance of Office or
Agency.
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ARTICLE VI
THE DEPOSITOR, THE SELLER, THE
SERVICERS AND THE SPECIAL SERVICER
|
SECTION 6.01
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Respective Liabilities of the Depositor, the
Sellers, the Servicers and the Special Servicer.
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SECTION 6.02
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Merger or Consolidation of the
Depositor, the Seller, a Servicer or the Special
Servicer.
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SECTION 6.03
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Limitation on Liability of the
Depositor, the Seller, the Servicers, the Special Servicer and
Others.
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SECTION 6.04
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Limitation on Resignation of a
Servicer.
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ARTICLE VII
DEFAULT
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SECTION 7.01
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Events of Default.
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SECTION 7.02
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Trustee to Act; Appointment of
Successor.
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SECTION 7.03
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Notification to
Certificateholders.
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ARTICLE VIII
CONCERNING THE TRUSTEE
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SECTION 8.01
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Duties of the Trustee.
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SECTION 8.02
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Certain Matters Affecting the
Trustee.
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SECTION 8.03
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Trustee Not Liable for Certificates
or Mortgage Loans.
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SECTION 8.04
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Trustee May Own
Certificates.
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SECTION 8.05
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Trustee’s Fees and
Expenses.
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SECTION 8.06
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Eligibility Requirements for the
Trustee and Custodian.
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SECTION 8.07
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Resignation and Removal of the
Trustee.
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SECTION 8.08
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Successor Trustee.
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SECTION 8.09
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Merger or Consolidation of the
Trustee.
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SECTION 8.10
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Appointment of Co-Trustee or
Separate Trustee.
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SECTION 8.11
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Tax Matters.
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SECTION 8.12
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Commission Reporting.
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ARTICLE IX
TERMINATION
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SECTION 9.01
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Termination upon Liquidation or
Purchase of the Mortgage Loans.
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SECTION 9.02
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Final Distribution on the
Certificates.
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SECTION 9.03
|
Additional Termination
Requirements.
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ARTICLE X
MISCELLANEOUS PROVISIONS
|
SECTION 10.01
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Amendment.
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SECTION 10.02
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Recordation of Agreement;
Counterparts.
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SECTION 10.03
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Governing Law.
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SECTION 10.04
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[Reserved].
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SECTION 10.05
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Notices.
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SECTION 10.06
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Severability of
Provisions.
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SECTION 10.07
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Assignment.
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SECTION 10.08
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Limitation on Rights of
Certificateholders.
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SECTION 10.09
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Certificates Nonassessable and Fully
Paid.
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SECTION 10.10
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Non-Solicitation
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SECTION 10.11
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Third Party Beneficiary
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EXHIBITS
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EXHIBIT A.
|
Form of Class A
Certificates
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A-1
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EXHIBIT B.
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Form of Subordinate
Certificate
|
B-1
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EXHIBIT C.
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Form of Residual
Certificate
|
C-1
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EXHIBIT D.
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Form of Notional Amount
Certificate
|
D-1
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EXHIBIT E.
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Form of Class P
Certificate
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E-1
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EXHIBIT F.
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Form of Reverse
Certificates
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F-1
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EXHIBIT G.
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Form of Initial Certification of
Custodian
|
G-1
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EXHIBIT H.
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Form of Final Certification of
Custodian
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H-1
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EXHIBIT I.
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Transfer Affidavit
|
I-1
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EXHIBIT J.
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Form of Transferor
Certificate
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J-1
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EXHIBIT K.
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Form of Investment Letter (Non-Rule
144A)
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K-1
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EXHIBIT L.
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Form of Rule 144A Letter
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L-1
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EXHIBIT M.
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Request for Release
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M-1
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EXHIBIT N.
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Form of Subsequent Transfer
Agreement
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N-1
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EXHIBIT O-1.
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Form of Collection Account
Certification
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O-1-1
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EXHIBIT O-2.
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Form of Collection Account Letter
Agreement
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O-2-1
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EXHIBIT P-1.
|
Form of Escrow Account
Certification
|
P-1-1
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EXHIBIT P-2.
|
Form of Escrow Account Letter
Agreement
|
P-2-1
|
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EXHIBIT Q.
|
[Reserved]
|
Q-1
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EXHIBIT R.
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Form of Custodial
Agreement
|
R-1
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EXHIBIT S.
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[Reserved]
|
S-1
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EXHIBIT T.
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[Reserved]
|
T-1
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EXHIBIT U.
|
Charged Off Loan Data
Report
|
U-1
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EXHIBIT V.
|
Form of Monthly Statement to
Certificateholders
|
V-1
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EXHIBIT W.
|
Form of Depositor
Certification
|
W-1
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EXHIBIT X.
|
Form of Trustee
Certification
|
X-1
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EXHIBIT Y.
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Form of Servicer
Certification
|
Y-1
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EXHIBIT Z.
|
Information to be Provided by
Servicer to Trustee
|
Z-1
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EXHIBIT AA
|
Form of Limited Power of
Attorney
|
AA-1
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EXHIBIT BB
|
Interest Rate Cap Agreement Notional
Amounts and Ceiling Rates
|
BB-1
|
|
|
EXHIBIT CC
|
Swap Agreement Notional
Amounts
|
CC-1
|
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EXHIBIT DD
|
Form of ISDA Master
Agreement
|
DD-1
|
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|
EXHIBIT EE
|
Form of Confirmation to the Interest
Rate Cap Agreement
|
EE-1
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EXHIBIT FF
|
Form of Confirmation to the Swap
Agreement
|
FF-1
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SCHEDULE I
|
Mortgage Loan Schedule
|
I-1
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SCHEDULE II
|
Seller’s Representations and
Warranties
|
II-1
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SCHEDULE IIIA
|
Wilshire Representations and
Warranties
|
III-A-1
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SCHEDULE IIIB
|
Ocwen Representations and
Warranties
|
III-B-1
|
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SCHEDULE IIIC
|
SPS Representations and
Warranties
|
III-C-1
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SCHEDULE IV
|
Representations and Warranties for
the Mortgage Loans
|
IV-1
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THIS POOLING AND SERVICING
AGREEMENT, dated as of July 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”, and together with
Wilshire, 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 seventeen classes of certificates,
designated as (i) the Class A-1 Certificates, (ii) the Class M-1
Certificates, (iii) the Class M-2 Certificates, (iv) the Class M-3
Certificates, (v) the Class M-4 Certificates, (vi) the Class M-5
Certificates, (vii) the Class M-6 Certificates, (viii) the Class
M-7 Certificates, (ix) the Class M-8 Certificates, (x) the Class
B-1 Certificates, (xi) the Class B-2 Certificates, (xii) the Class
P Certificates, (xiii) the Class X-1 Certificates, (xiv) the Class
X-2 Certificates, (xv) the Class X-S Certificates, (xvi) the Class
A-R Certificates and (xvii) 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 Interest Rate Cap Agreement, the
Swap Agreement, the Reserve Account, 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
Pass-Through Rate
|
Initial
Uncertificated
Principal Balance
|
|
|
|
LTI-1
|
Variable(1)
|
$
|
383,440,279.28
|
|
|
|
LTI-PF
|
Variable(1)
|
$
|
26,559,720.72
|
|
|
|
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
Pass-Through Rate
|
Initial Uncertificated Principal
Balance
|
|
|
|
MTI-A-I
|
Variable(1)
|
$
|
205,000,000.00
|
|
|
|
MTI-1-A
|
Variable(1)
|
$
|
1,686,407.00
|
|
|
|
MTI-1-B
|
Variable(1)
|
$
|
1,686,407.00
|
|
|
|
MTI-2-A
|
Variable(1)
|
$
|
1,918,932.50
|
|
|
|
MTI-2-B
|
Variable(1)
|
$
|
1,918,932.50
|
|
|
|
MTI-3-A
|
Variable(1)
|
$
|
2,029,158.00
|
|
|
|
MTI-3-B
|
Variable(1)
|
$
|
2,029,158.00
|
|
|
|
MTI-4-A
|
Variable(1)
|
$
|
1,929,258.00
|
|
|
|
MTI-4-B
|
Variable(1)
|
$
|
1,929,258.00
|
|
|
|
MTI-5-A
|
Variable(1)
|
$
|
3,032,069.00
|
|
|
|
MTI-5-B
|
Variable(1)
|
$
|
3,032,069.00
|
|
|
|
MTI-6-A
|
Variable(1)
|
$
|
3,093,626.00
|
|
|
|
MTI-6-B
|
Variable(1)
|
$
|
3,093,626.00
|
|
|
|
MTI-7-A
|
Variable(1)
|
$
|
3,828,943.00
|
|
|
|
MTI-7-B
|
Variable(1)
|
$
|
3,828,943.00
|
|
|
|
MTI-8-A
|
Variable(1)
|
$
|
3,422,829.00
|
|
|
|
MTI-8-B
|
Variable(1)
|
$
|
3,422,829.00
|
|
|
|
MTI-9-A
|
Variable(1)
|
$
|
3,186,384.50
|
|
|
|
MTI-9-B
|
Variable(1)
|
$
|
3,186,384.50
|
|
|
|
MTI-10-A
|
Variable(1)
|
$
|
3,204,391.00
|
|
|
|
MTI-10-B
|
Variable(1)
|
$
|
3,204,391.00
|
|
|
|
MTI-11-A
|
Variable(1)
|
$
|
3,026,693.50
|
|
|
|
MTI-11-B
|
Variable(1)
|
$
|
3,026,693.50
|
|
|
|
MTI-12-A
|
Variable(1)
|
$
|
3,538,280.00
|
|
|
|
MTI-12-B
|
Variable(1)
|
$
|
3,538,280.00
|
|
|
|
MTI-13-A
|
Variable(1)
|
$
|
3,226,475.50
|
|
|
|
MTI-13-B
|
Variable(1)
|
$
|
3,226,475.50
|
|
|
|
MTI-14-A
|
Variable(1)
|
$
|
3,288,472.50
|
|
|
|
MTI-14-B
|
Variable(1)
|
$
|
3,288,472.50
|
|
|
|
MTI-15-A
|
Variable(1)
|
$
|
2,902,687.50
|
|
|
|
MTI-15-B
|
Variable(1)
|
$
|
2,902,687.50
|
|
|
|
MTI-16-A
|
Variable(1)
|
$
|
2,299,702.50
|
|
|
|
MTI-16-B
|
Variable(1)
|
$
|
2,299,702.50
|
|
|
|
MTI-17-A
|
Variable(1)
|
$
|
3,284,322.50
|
|
|
|
MTI-17-B
|
Variable(1)
|
$
|
3,284,322.50
|
|
|
|
MTI-18-A
|
Variable(1)
|
$
|
4,110,726.50
|
|
|
|
MTI-18-B
|
Variable(1)
|
$
|
4,110,726.50
|
|
|
|
MTI-19-A
|
Variable(1)
|
$
|
4,229,613.00
|
|
|
|
MTI-19-B
|
Variable(1)
|
$
|
4,229,613.00
|
|
|
|
MTI-20-A
|
Variable(1)
|
$
|
4,020,596.00
|
|
|
|
MTI-20-B
|
Variable(1)
|
$
|
4,020,596.00
|
|
|
|
MTI-21-A
|
Variable(1)
|
$
|
3,677,603.00
|
|
|
|
MTI-21-B
|
Variable(1)
|
$
|
3,677,603.00
|
|
|
|
MTI-22-A
|
Variable(1)
|
$
|
2,779,154.00
|
|
|
|
MTI-22-B
|
Variable(1)
|
$
|
2,779,154.00
|
|
|
|
MTI-23-A
|
Variable(1)
|
$
|
2,519,042.50
|
|
|
|
MTI-23-B
|
Variable(1)
|
$
|
2,519,042.50
|
|
|
|
MTI-24-A
|
Variable(1)
|
$
|
2,428,678.00
|
|
|
|
MTI-24-B
|
Variable(1)
|
$
|
2,428,678.00
|
|
|
|
MTI-25-A
|
Variable(1)
|
$
|
1,908,157.00
|
|
|
|
MTI-25-B
|
Variable(1)
|
$
|
1,908,157.00
|
|
|
|
MTI-26-A
|
Variable(1)
|
$
|
1,967,164.00
|
|
|
|
MTI-26-B
|
Variable(1)
|
$
|
1,967,164.00
|
|
|
|
MTI-27-A
|
Variable(1)
|
$
|
1,577,908.00
|
|
|
|
MTI-27-B
|
Variable(1)
|
$
|
1,577,908.00
|
|
|
|
MTI-28-A
|
Variable(1)
|
$
|
1,379,357.00
|
|
|
|
MTI-28-B
|
Variable(1)
|
$
|
1,379,357.00
|
|
|
|
MTI-29-A
|
Variable(1)
|
$
|
1,689,749.50
|
|
|
|
MTI-29-B
|
Variable(1)
|
$
|
1,689,749.50
|
|
|
|
MTI-30-A
|
Variable(1)
|
$
|
1,600,076.00
|
|
|
|
MTI-30-B
|
Variable(1)
|
$
|
1,600,076.00
|
|
|
|
MTI-31-A
|
Variable(1)
|
$
|
1,496,068.00
|
|
|
|
MTI-31-B
|
Variable(1)
|
$
|
1,496,068.00
|
|
|
|
MTI-32-A
|
Variable(1)
|
$
|
1,398,401.50
|
|
|
|
MTI-32-B
|
Variable(1)
|
$
|
1,398,401.50
|
|
|
|
MTI-33-A
|
Variable(1)
|
$
|
1,300,330.50
|
|
|
|
MTI-33-B
|
Variable(1)
|
$
|
1,300,330.50
|
|
|
|
MTI-34-A
|
Variable(1)
|
$
|
1,208,486.00
|
|
|
|
MTI-34-B
|
Variable(1)
|
$
|
1,208,486.00
|
|
|
|
MTI-35-A
|
Variable(1)
|
$
|
1,121,039.00
|
|
|
|
MTI-35-B
|
Variable(1)
|
$
|
1,121,039.00
|
|
|
|
MTI-36-A
|
Variable(1)
|
$
|
13,189,218.50
|
|
|
|
MTI-36-B
|
Variable(1)
|
$
|
13,189,218.50
|
|
|
|
MTI-R
|
Variable(1)
|
$
|
100.00
|
|
|
|
MTI-S
|
(2)
|
|
(3)
|
|
___________________________
|
(1)
|
Calculated in accordance with the definition of
“Uncertificated REMIC 2 Pass-Through Rate”
herein.
|
|
(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, Uncertificated REMIC 3 Pass-Through Rate and
initial
Uncertificated Principal Balance for
each of the “regular interests” in REMIC 3 (the
“REMIC 3 Regular Interests”). None of the REMIC 3
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 3
Regular Interests will be the Latest Possible Maturity Date as
defined herein.
|
|
|
Uncertificated REMIC 2
Pass-Through Rate
|
Initial Uncertificated Principal
Balance
|
|
|
|
MTII-AA
|
Variable(1)
|
$
|
401,800,000.00
|
|
|
|
MTII-A-1
|
Variable(1)
|
$
|
3,001,200.00
|
|
|
|
MTII-M-1
|
Variable(1)
|
$
|
217,300.00
|
|
|
|
MTII-M-2
|
Variable(1)
|
$
|
108,700.00
|
|
|
|
MTII-M-3
|
Variable(1)
|
$
|
188,600.00
|
|
|
|
MTII-M-4
|
Variable(1)
|
$
|
98,400.00
|
|
|
|
MTII-M-5
|
Variable(1)
|
$
|
100,500.00
|
|
|
|
MTII-M-6
|
Variable(1)
|
$
|
88,200.00
|
|
|
|
MTII-M-7
|
Variable(1)
|
$
|
90,200.00
|
|
|
|
MTII-M-8
|
Variable(1)
|
$
|
67,600.00
|
|
|
|
MTII-B-1
|
Variable(1)
|
$
|
71,700.00
|
|
|
|
MTII-B-2
|
Variable(1)
|
$
|
67,600.00
|
|
|
|
MTII-ZZ
|
Variable(1)
|
$
|
4,100,000.00
|
|
|
|
MTII-P
|
Variable(1)
|
$
|
100.00
|
|
|
|
MTII-R
|
Variable(1)
|
$
|
100.00
|
|
|
|
MTII-S
|
(2)
|
|
(3)
|
|
|
|
MTII-IO
|
(4)
|
|
(5)
|
|
___________________
|
(1)
|
Calculated as provided in the definition of
Uncertificated REMIC 3 Pass-Through Rate.
|
|
(2)
|
REMIC 3 Regular Interest MTII-S will not have an
Uncertificated REMIC 3 Pass-Through Rate, but will be entitled to
100% of the amounts distributed on REMIC 2 Regular Interest
MTI-S.
|
|
(3)
|
REMIC 3 Regular Interest MTII-S will not have an
Uncertificated Principal Balance, but will have an Uncertificated
Notional Amount equal to the Uncertificated Notional Amount of
REMIC 2 Regular Interest MTI-S.
|
|
(4)
|
Calculated in accordance with the definition of
Uncertificated REMIC 3 Pass-Through Rate herein.
|
|
(5)
|
REMIC 3 Regular Interest MTII-IO will not have
an Uncertificated Principal Balance but will accrue interest on its
uncertificated notional amount calculated in accordance with the
definition of Uncertificated Notional Amount herein.
|
REMIC 4
As provided herein, an election will
be made to treat the segregated pool of assets consisting of the
REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as
REMIC 4. The Class R-4 Interest will represent the sole class of
“residual interests” in REMIC 4 for purposes of the
REMIC Provisions under federal income tax law (the “Class R-4
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 4, and the Class A-R Certificates, Class
A-RL Certificates and Class X-2 Certificates which are not
“regular interests” in REMIC 4. The latest possible
maturity date (determined solely 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.
|
|
|
Class Certificate
Balance
|
Pass-Through Rate
|
Minimum
Denomination
|
Integral Multiples in Excess of
Minimum
|
|
Class A-1
|
$
|
300,120,000.00
|
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
|
$
|
21,730,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-2
|
$
|
10,870,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-3
|
$
|
18,860,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-4
|
$
|
9,840,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-5
|
$
|
10,050,000.00
|
5.3949%(3)
|
$
|
25,000
|
$1
|
|
Class M-6
|
$
|
8,820,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-7
|
$
|
9,020,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class M-8
|
$
|
6,760,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
|
Class B-1
|
$
|
7,170,000.00
|
7.0000%(3)
|
$
|
25,000
|
$1
|
|
Class B-2
|
$
|
6,760,000.00
|
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
|
|
REMIC IV Regular Interest IO
(8)
|
|
(9)
|
(10)
|
|
N/A
|
N/A
|
|
(1)
|
The Class A-1, Class M-1, Class M-2, Class M-3,
Class M-4, Class M-6, Class M-7 and Class M-8 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 9.38%
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 M-5, 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 $0.00 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 $410,000,300.
|
|
(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 3 Regular Interest MTII-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 3 Regular Interest MTII-S.
|
|
(8)
|
REMIC 4 Regular Interest IO will be
held as an asset of the Reserve Account established by the
Trustee.
|
|
|
(9)
|
REMIC 4 Regular Interest IO will not have an
Uncertificated Principal Balance, but will have a notional amount
equal to the Uncertificated Notional Amount of the REMIC 3 Regular
Interest MTII-IO.
|
|
(10)
|
REMIC 4 Regular Interest IO will not have a
Pass-Through Rate, but will receive 100% of amounts received in
respect of the REMIC 3 Regular Interest MTII-IO.
|
|
|
|
|
Set forth below are designations of
Classes of Certificates to the categories used herein:
|
Book-Entry Certificates
|
All Classes of Certificates other
than the Physical Certificates.
|
|
ERISA-Restricted
Certificates
|
Class A-R, Class A-RL, Class P and
Class X Certificates.
|
|
LIBOR Certificates
|
Class A-1, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-6, Class M-7 and Class M-8
Certificates.
|
|
Notional Amount
Certificates
|
Class X-1 Certificates and Class X-S
Certificates.
|
|
Class A Certificates
|
Class A-1, 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 and Class M-8
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
|
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 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 B-1,
Class B-2 and Class X-1 Certificates.
|
|
Minimum Denominations
|
Class A-1, 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 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 $383,440,579.28.
|
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.
Affected Party: As defined in the
Swap Agreement.
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
October 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) the sum of (i) amounts payable
by the Trust to the Counterparty in respect of Net Swap Payments
and Swap Termination Payments (other than Swap Termination Payments
resulting from a Counterparty Trigger Event) for such Distribution
Date (or, if such Distribution Date is not also a Swap Payment
Date, for the related Swap Payment Date) and (ii) 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:
$291,309.36.
Capitalized Interest Requirement:
With respect to the August 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 September 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 September
1, 2005, transferred to the Trust during the related Due Period.
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 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 October 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:
|
|
|
|
|
|
|
(1)
|
(2)
|
|
|
A-1
|
0.240%
|
0.480%
|
|
|
M-1
|
0.540%
|
0.810%
|
|
|
M-2
|
0.570%
|
0.855%
|
|
|
M-3
|
0.720%
|
1.080%
|
|
|
M-4
|
0.790%
|
1.185%
|
|
|
M-6
|
1.300%
|
1.800%
|
|
|
M-7
|
1.600%
|
2.100%
|
|
|
M-8
|
2.300%
|
2.800%
|
_________________
|
(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 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, Class R-3 Interest and Class R-4 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 July 26, 2005, 3.72125% 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 August 2005, September 2005 or
October 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 August 2005, September 2005 or
October 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) 7.0000% per annum
and (ii) the Net Funds Cap, and (b) after the Optional Termination
Date, the lesser of (i) 7.5000% 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 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, 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) 86.90% 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) 7.0000% per annum
and (ii) the Net Funds Cap, and (b) after the Optional Termination
Date, the lesser of (i) 7.5000% 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 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 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) 90.20% 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 IO Distribution Amount: As
defined in Section 4.11 hereof. For purposes of clarity, the Class
IO Distribution Amount for any Distribution Date shall equal the
amount payable to the Reserve Account on such Distribution Date in
excess of the amount payable on REMIC 4 Regular Interest IO on such
Distribution Date, all as further provided in Section 4.11
hereof.
Class M-1 Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR
determination date of July 26, 2005, 4.02125% 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-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 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)
47.20% 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, based on a LIBOR
determination date of July 26, 2005, 4.05125% 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-2 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
Class P, Class A-R, Class A-RL and Class M-1 Certificates, in each
case, 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) 52.50% 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, based on a LIBOR
determination date of July 26, 2005, 4.20125% 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-3 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
Class P, Class A-R, Class A-RL, Class M-1 and Class M-2
Certificates, in each case, 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) 61.70% 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, based on a LIBOR
determination date of July 26, 2005, 4.27125% 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-4 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
Class P, Class A-R, Class A-RL, Class M-1, Class M-2 and Class M-3
Certificates, in each case, 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) 66.50% 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-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) 5.3959% per annum
and (ii) the Net Funds Cap, and (b) after the Optional Termination
Date, the lesser of (i) 5.8959% 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 has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3 and
Class M-4 Certificates, in each case, 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)
71.40% 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-6 Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR
determination date of July 26, 2005, 4.78125% 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-6 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
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, in each case, 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) 75.71% 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, based on a LIBOR
determination date of July 26, 2005, 5.08125% 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-7 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
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, in each case,
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) 80.11% 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, based on a LIBOR
determination date of July 26, 2005, 5.78125% 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-8 Principal Payment Amount:
For any Distribution Date on or after the Stepdown Date and as long
as a Trigger Event has not occurred with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum
of (i) the aggregate Class Principal Balance of the Class A-1,
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, in each
case, 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) 83.40% 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 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 3 Regular Interests
(other than REMIC 3 Regular Interests MTII-P and
MTII-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 Mortgage 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 3 Regular
Interest MTII-S.
Class P Pass-Through Rate: With
respect to the Class P Certificates and the Distribution Dates for
August 2005, September 2005 and October 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 3 Regular Interest
MTII-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.
Class R-4 Interest: The sole class
of residual interests in REMIC 4.
Closing Date: July 28,
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.
Confirmation: With respect to each
of the Interest Rate Cap Agreement and the Swap Agreement, the
separate Confirmation, each dated July 28, 2005, and each
evidencing a transaction between the Counterparty and the
Trustee.
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-2005-3.
Corresponding Certificate: With
respect to (i) REMIC 3 Regular Interest MTII-P, (ii) REMIC 3
Regular Interest MTII-R, (iii) REMIC 3 Regular Interest MTII-A-1,
(iv) REMIC 3 Regular Interest MTII-M-1, (v) REMIC 3 Regular
Interest MTII-M-2, (vi) REMIC 3 Regular Interest MTII-M-3, (vii)
REMIC 3 Regular Interest MTII-M-4, (viii) REMIC 3 Regular Interest
MTII-M-5, (ix) REMIC 3 Regular Interest MTII-M-6, (x) REMIC 3
Regular Interest MTII-M-7, (xi) REMIC 3 Regular Interest MTII-M-8,
(xii) REMIC 3 Regular Interest MTII-B-1, (xiii) REMIC 3 Regular
Interest MTII-B-2 and (xiv) REMIC 3 Regular Interest MTII-S, the
(i) Class P Certificates, (ii) Class A-R Certificates, (iii) Class
A-1 Certificates, (iv) Class M-1 Certificates, (v) Class M-2
Certificates, (vi) Class M-3 Certificates, (vii) Class M-4
Certificates, (viii) Class M-5 Certificates, (ix) Class M-6
Certificates, (x) Class M-7 Certificates, (xi) Class M-8
Certificates, (xii) Class B-1 Certificates, (xiii) Class B-2
Certificates and (xiv) 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. With respect to (a)(i) REMIC 2 Regular Interest MTI-P
and (ii) REMIC 2 Regular Interest MTI-R, (b)(i) REMIC 3 Regular
Interest MTII-P and (ii) REMIC 3 Regular Interest MTII-R,
respectively.
Counterparty: Initially, Credit
Suisse First Boston International. Under the Swap Agreement the
Counterparty will be either (a) entitled to receive payments from
the Trustee from amounts payable by the Trust Fund under this
Agreement or (b) required to make payments to the Trustee for the
benefit of the Trust Fund, in either case pursuant to the terms of
the Swap Agreement.
Counterparty Trigger Event: With
respect to any Distribution Date, (i) an Event of Default under the
Swap Agreement with respect to which the Counterparty is a
Defaulting Party, (ii) a Termination Event under the Swap Agreement
with respect to which the Counterparty is the sole Affected Party,
or (iii) an Additional Termination Event under the Swap Agreement
with respect to which the Counterparty is the sole Affected
Party.
Credit Risk Manager: The Murrayhill
Company, a Colorado corporation.
Credit Risk Management Agreement:
Either of the agreements between Wilshire or Ocwen and the Credit
Risk Manager dated as of July 28, 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 equal or
exceed the percentage of the Aggregate Collateral Balance as of the
Cut-off Date for that Distribution Date as specified
below:
|
|
Percentage of Aggregate
Collateral Balance
|
|
August 2005 – July
2008
|
N.A.
|
|
August 2008 – July
2009
|
4.30% for the first month, plus an
additional 1/12th of 2.40% for each month thereafter
|
|
August 2009 – July
2010
|
6.70% for the first month, plus an
additional 1/12th of 1.90% for each month thereafter
|
|
August 2010 – July
2011
|
8.60% for the first month, plus an
additional 1/12th of 0.95% for each month thereafter
|
|
August 2011 and
thereafter
|
9.55%
|
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-L 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.
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, July 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.
Defaulting Party: As defined in the
Swap Agreement.
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 25
th day of each month or if such day is not a Business
Day, the first Business Day thereafter, commencing in August
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 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 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 Optional Termination Holder and a majority of the Holders of
the Class A-RL Certificates; provided, however, that if the
Optional Termination Holder 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 Trustee 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
B-1 and Class B-2 Certificates.
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 paid
under any 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 M-1, Class M-2, Class M-3, Class M-4, Class M-6, Class
M-7 and Class M-8 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 M-5, 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 Rate Cap Agreement:
Collectively, the ISDA Master Agreement (including the Schedule
thereto and the transaction evidenced by the related Confirmation
by and between the Trustee and the Counterparty), forms of which
are attached hereto as Exhibit DD and Exhibit EE.
Interest Remittance Amount: For any
Distribution Date, an amount equal to (A) the sum of (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
minus (B) amounts payable by the Trust to the Counterparty in
respect of Net Swap Payments and Swap Termination Payments (other
than Swap Termination Payments resulting from a Counterparty
Trigger Event) for such Distribution Date (or, if such Distribution
Date is not also a Swap Payment Date, for the related Swap Payment
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 and (b) Relief Act
Reductions.
ISDA: International Swaps and
Derivatives Association, Inc.
ISDA Master Agreement: With respect
to each of the Interest Rate Cap Agreement and the Swap Agreement,
the Master Agreement dated as of the Closing Date between the
Trustee and the Counterparty, including the Schedule
thereto.
Last Scheduled Distribution Date:
With respect to each Class of Certificates, the Distribution Date
in November 2035.
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, REMIC 3
and REMIC 4 shall be November 25, 2035.
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 M-1, Class M-2, Class M-3, Class M-4, Class M-6, Class M-7
and Class M-8 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.
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 3 Pass-Through Rates for REMIC 3 Regular Interests MTII-A-1,
MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6,
MTII-M-7, MTII-M-8, MTII-B-1, MTII-B-2 and MTII-ZZ, with the rates
on the REMIC 3 Regular Interests MTII-A-1, MTII-M-1, MTII-M-2,
MTII-M-3, MTII-M-4, MTII-M-6, MTII-M-7 and MTII-M-8, 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 3 Net WAC Rate, with the rate on the
REMIC 3 Regular Interest MTII-M-5 subject to a cap, for purposes of
this calculation, equal to the lesser of (A) 5.3959%
per annum on or prior to the
Optional Termination Date and 5.8959% per annum after the Optional
Termination Date and (B) the REMIC 3 Net WAC Rate, with the rate on
the REMIC 3 Regular Interest MTII-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 3
Net WAC Rate, with the rate on the REMIC 3 Regular Interest
MTII-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 3 Net WAC Rate and with the rate
on the REMIC 3 Regular Interest MTII-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® 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®
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 M. 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)
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the Mortgage Loan identifying
number;
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|
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(ii)
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[reserved];
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|
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(iii)
|
the zip code of the Mortgaged
Property;
|
|
|
|
|
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(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;
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(vi)
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the Combined Loan-to-Value Ratio at
origination;
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(vii)
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the Mortgage Rate as of the Cut-off
Date;
|
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(viii)
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the stated maturity date;
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|
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(ix)
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the amount of the Scheduled Payment
as of the Cut-off Date;
|
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(x)
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the original principal amount of the
Mortgage Loan;
|
|
|
|
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|
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|
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(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);
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(xiii)
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the Net Mortgage Rate as of the
Cut-off Date;
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(xiv)
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the Originator of the related
Mortgage Loan;
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(xv)
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the Servicing Fee Rate;
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(xvi)
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the related sub-servicer;
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(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;
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(xix)
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whether such Mortgage Loan is a
Balloon Loan;
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(xx)
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whether such Mortgage Loan is a
Wilshire Serviced Loan or an Ocwen Serviced Loan; and
|
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(xxi)
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a code indicating whether the
Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding
MIN.
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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 sum of (x) the Expense Fee and (y) amounts
payable by the Trust to the Counterparty in respect of Net Swap
Payments and Swap Termination Payments (other than Swap Termination
Payments resulting from a Counterparty Trigger Event) for such
Distribution Date, 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 M-5, 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 M-1,
Class M-2, Class M-3, Class M-4, Class M-6, Class M-7 and Class M-8
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 3
Regular Interests (other than the REMIC 3 Regular Interest MTII-P
and the REMIC 3 Regular Interest MTII-R) multiplied by (in the case
of the Class A-1, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-6, Class M-7 and Class M-8 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.
Net Swap Payment: With respect to
each Swap Payment Date, the net payment required to be made
pursuant to the terms of the Swap Agreement by either the
Counterparty or the Trustee, on behalf of the Trust, which net
payment shall not take into account any Swap Termination
Payment.
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 July 1,
2005, between the Seller and Ocwen, as amended, supplemented or
superceded 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.
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 Holder: SPS, as
Special Servicer, or any successor special servicer to SPS
appointed by the Seller, so long as the Seller is the owner of the
servicing rights.
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) August 25, 2005, (b) September
26, 2005 and (c) October 25, 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 3.000%. The assumed
weighted average Pass-Through Rate of the Senior Certificates will
be calculated assuming LIBOR is 3.48125% for any Subsequent
Transfer Date for the Subsequent Mortgage Loans prior to the August
2005 Distribution Date, 3.88125% for any Subsequent Transfer Date
for the Subsequent Mortgage Loans prior to the September 2005
Distribution Date and 4.28125% for any Subsequent Transfer Date for
the Subsequent Mortgage Loans prior to the October 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-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 B-1 and Class B-2 Certificates, the Class A-1
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 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
(M) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 3 Regular Interest
MTII-AA, REMIC 3 Regular Interest MTII-A-1, REMIC 3 Regular
Interest MTII-M-1, REMIC 3 Regular Interest MTII-M-2, REMIC 3
Regular Interest MTII-M-3, REMIC 3 Regular Interest MTII-M-4, REMIC
3 Regular Interest MTII-M-5, REMIC 3 Regular Interest MTII-M-6,
REMIC 3 Regular Interest MTII-M-7, REMIC 3 Regular Interest
MTII-M-8, REMIC 3 Regular Interest MTII-B-1, REMIC 3 Regular
Interest MTII-B-2 and REMIC 3 Regular Interest MTII-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 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-AA minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-AA;
(B) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-A-1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-A-1;
(C) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-1;
(D) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-2 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-2;
(E) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-3 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-3;
(F) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-4 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-4;
(G) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-5 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-5;
(H) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-6 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-6;
(I) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-7 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-7;
(J) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-M-8 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-8;
(K) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-B-1 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-B-1;
(L) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-B-2 minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-B-2; and
(M) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular
Interest MTII-ZZ minus the Marker Rate, applied to an amount equal
to the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-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 2005-3.” 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 $26,559,420.72.
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) October
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 August 2005 Distribution
Date), each Mortgage Loan and each Payoff, the related
“Prepayment Period” will be the 15 th of the
month preceding the month in which the related Distribution Date
occurs through the 14 th of the month in which the
related Distribution Date occurs. With respect to the August 2005
Distribution Date, each Mortgage Loan and each Payoff, the related
“Prepayment Period” will be July 1, 2005 through August
14, 2005. With respect to each Distribution Date and each
Curtailment, 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 (A) 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 Optional
Termination Holder 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 October 2005, the amount remaining in
the Pre-Funding Account at the end of the Pre-Funding Period minus
(B) amounts payable by the Trust to the Counterparty in respect of
Net Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Counterparty Trigger Event)
for such Distribution Date (or, if such Distribution Date is not
also a Swap Payment Date, for the related Swap Payment Date) to the
extent not paid from the Interest Remittance Amount for such
Distribution Date and the extent remaining unpaid from any previous
Distribution Date.
Prospectus Supplement: The
Prospectus Supplement dated July 27, 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.
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 and
Moody’s. 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 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 (iv)
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.
