Execution Copy
==============================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Servicer, Back-Up Servicer and Trust
Administrator,
WASHINGTON MUTUAL BANK,
Seller and Servicer,
SELECT PORTFOLIO SERVICING, INC.,
Servicer and Special Servicer,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF SEPTEMBER 1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2005-10
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2005-10
==============================================================================
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS........................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES......2
SECTION 2.01.
Conveyance of Trust Fund...................................2
SECTION 2.02.
Acceptance by the Trustee..................................2
SECTION 2.03.
Representations and Warranties of the Sellers,
Master Servicer and Servicers..............................2
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage Loans......................................2
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions..............................................2
SECTION 2.06.
Issuance of Certificates...................................2
SECTION 2.07.
REMIC Provisions...........................................2
SECTION 2.08.
Covenants of the Master Servicer and each Servicer.........2
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS...................2
SECTION 3.01.
Servicers to Service Mortgage Loans........................2
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers...............................................2
SECTION 3.03.
Master Servicing by Master Servicer........................2
SECTION 3.04.
Trustee to Act as Master Servicer or Servicer..............2
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts;
Certificate Account........................................2
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges.............2
SECTION 3.07.
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections................................................2
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts
and Certificate Account....................................2
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property...................................................2
SECTION 3.10.
Enforcement of Due on Sale Clauses; Assumption
Agreements.................................................2
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.......................2
SECTION 3.12.
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files..................................2
SECTION 3.13.
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust..........................2
SECTION 3.14.
Servicing Fee; Indemnification of Master Servicer..........2
SECTION 3.15.
Access to Certain Documentation............................2
SECTION 3.16.
Annual Statement as to Compliance..........................2
SECTION 3.17.
Annual Independent Public Accountants' Servicing
Statement; Financial Statements............................2
SECTION 3.18.
Maintenance of Fidelity Bond and Errors and
Omissions Insurance........................................2
SECTION 3.19.
Special Serviced Mortgage Loans............................2
SECTION 3.20.
Indemnification of Servicers and Master Servicer...........2
SECTION 3.21.
Notification of Adjustments................................2
SECTION 3.22.
Designated Mortgage Loans..................................2
SECTION 3.23.
Assigned Prepayment Premiums...............................2
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS.....................2
SECTION 4.01.
Priorities of Distribution.................................2
SECTION 4.02.
Allocation of Losses.......................................2
SECTION 4.03.
Recoveries.................................................2
SECTION 4.04.
Reserved...................................................2
SECTION 4.05.
Monthly Statements to Certificateholders...................2
SECTION 4.06.
Servicer to Cooperate......................................2
SECTION 4.07.
Cross-Collateralization; Adjustments to Available
Funds......................................................2
SECTION 4.08.
Reserved...................................................2
SECTION 4.09.
Group 6 Basis Risk Reserve Fund............................2
SECTION 4.10.
Group 5 Interest Rate Cap Account..........................2
ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS......................2
SECTION 5.01.
Advances by the Master Servicer and Servicers..............2
ARTICLE VI THE
CERTIFICATES..................................................2
SECTION 6.01.
The Certificates...........................................2
SECTION 6.02.
Registration of Transfer and Exchange of
Certificates...............................................2
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen Certificates..........2
SECTION 6.04.
Persons Deemed Owners......................................2
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses..................................................2
SECTION 6.06.
Maintenance of Office or Agency............................2
SECTION 6.07.
Book Entry Certificates....................................2
SECTION 6.08.
Notices to Clearing Agency.................................2
SECTION 6.09.
Definitive Certificates....................................2
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE
SERVICERS AND THE SPECIAL SERVICER..............................2
SECTION 7.01.
Liabilities of the Sellers, the Depositor, the
Master Servicer, the Back-Up Servicer, the
Servicers and the Special Servicer.........................2
SECTION 7.02.
Merger or Consolidation of the Sellers, the
Depositor, the Back-Up Servicer, the Master
Servicer, the Servicers or the Special Servicer............2
SECTION 7.03.
Limitation on Liability of the Sellers, the
Depositor, the Master Servicer, the Back-Up
Servicer, the Servicers, the Special Servicer and
Others.....................................................2
SECTION 7.04.
Master Servicer and Servicer Not to Resign;
Transfer of Servicing......................................2
SECTION 7.05.
Master Servicer, Sellers and Servicers May Own
Certificates...............................................2
SECTION 7.06.
Termination of Duties of the Back-Up Servicer..............2
ARTICLE VIII
DEFAULT.........................................................2
SECTION 8.01.
Events of Default..........................................2
SECTION 8.02.
Master Servicer or Trust Administrator to Act;
Appointment of Successor...................................2
SECTION 8.03.
Notification to Certificateholders.........................2
SECTION 8.04.
Waiver of Events of Default................................2
ARTICLE IX CONCERNING THE
TRUSTEE............................................2
SECTION 9.01.
Duties of Trustee..........................................2
SECTION 9.02.
Certain Matters Affecting the Trustee......................2
SECTION 9.03.
Trustee Not Liable for Certificates or Mortgage
Loans......................................................2
SECTION 9.04.
Trustee May Own Certificates...............................2
SECTION 9.05.
Trustee's Fees and Expenses................................2
SECTION 9.06.
Eligibility Requirements for Trustee.......................2
SECTION 9.07.
Resignation and Removal of Trustee.........................2
SECTION 9.08.
Successor Trustee..........................................2
SECTION 9.09.
Merger or Consolidation of Trustee.........................2
SECTION 9.10.
Appointment of Co-Trustee or Separate Trustee..............2
SECTION 9.11.
Office of the Trustee......................................2
ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR.................................2
SECTION 10.01. Duties of Trust
Administrator..............................2
SECTION 10.02. Certain Matters Affecting the Trust
Administrator..........2
SECTION 10.03. Trust Administrator Not Liable for Certificates or
Mortgage Loans.............................................2
SECTION 10.04. Trust Administrator May Own
Certificates...................2
SECTION 10.05. Trust Administrator's Fees and
Expenses....................2
SECTION 10.06. Eligibility Requirements for Trust
Administrator...........2
SECTION 10.07. Resignation and Removal of Trust
Administrator.............2
SECTION 10.08. Successor Trust
Administrator..............................2
SECTION 10.09. Merger or Consolidation of Trust
Administrator.............2
SECTION 10.10. Appointment of Co-Trust Administrator or Separate
Trust Administrator........................................2
SECTION 10.11. Office of the Trust
Administrator..........................2
SECTION 10.12. Tax
Return.................................................2
SECTION 10.13. Commission
Reporting.......................................2
SECTION 10.14. Determination of Certificate
Index.........................2
ARTICLE XI
TERMINATION.......................................................2
SECTION 11.01. Termination upon Liquidation or Purchase of all
Mortgage Loans.............................................2
SECTION 11.02. Determination of the Terminating
Entity....................2
SECTION 11.03. Procedure Upon Optional Termination or Terminating
Auction Sale...............................................2
SECTION 11.04. Additional Termination
Requirements........................2
ARTICLE XII MISCELLANEOUS
PROVISIONS.........................................2
SECTION 12.01.
Amendment..................................................2
SECTION 12.02. Recordation of Agreement;
Counterparts.....................2
SECTION 12.03. Governing
Law..............................................2
SECTION 12.04. Intention of
Parties.......................................2
SECTION 12.05.
Notices....................................................2
SECTION 12.06. Severability of
Provisions.................................2
SECTION 12.07. Limitation on Rights of
Certificateholders.................2
SECTION 12.08. Certificates Nonassessable and Fully
Paid..................2
SECTION 12.09. Protection of
Assets.......................................2
SECTION 12.10.
Non-Solicitation...........................................2
ARTICLE XIII SPS AND THE MASTER
SERVICER.....................................2
SECTION 13.01. Reports and
Notices........................................2
SECTION 13.02. Master Servicer's Oversight With Respect to the SPS
Mortgage Loans.............................................2
SECTION 13.03.
Termination................................................2
SECTION 13.04. Liability and
Indemnification..............................2
SECTION 13.05.
Confidentiality............................................2
EXHIBITS
Exhibit A:
Form of Class A Certificate..............................A-1
Exhibit B:
Form of Class M Certificate..............................B-1
Exhibit C:
Form of Class B Certificate..............................C-1
Exhibit D-1:
Form of Class AR Certificate...........................D-1-1
Exhibit D-2:
Form of Class AR-L Certificate.........................D-2-1
Exhibit E:
Form of Class P Certificate..............................E-1
Exhibit F:
Form of Class X Certificate..............................F-1
Exhibit G:
Reserved.................................................G-1
Exhibit H:
Form of Servicer Information.............................H-1
Exhibit I-1:
Form of Trust Receipt and Initial Certification..........I-1
Exhibit I-2:
Form of Trust Receipt and Subsequent Certification.......I-1
Exhibit J:
Form of Trust Receipt and Final Certification............J-1
Exhibit K:
Form of Request for Release..............................K-1
Exhibit L:
Form of Transferor Certificate...........................L-1
Exhibit M-1:
Form of Investment Letter..............................M-1-1
Exhibit M-2:
Form of Rule 144A Letter...............................M-2-1
Exhibit N:
Form of Investor Transfer Affidavit and Agreement........N-1
Exhibit O:
Form of Transfer Certificate.............................O-1
Exhibit P:
Form of SPS Mortgage Loans Report......................P-1-1
Exhibit Q:
Form of Foreclosure Settlement Statement.................Q-1
Exhibit R:
Form of Subsequent Transfer Agreement....................R-1
Exhibit S:
Form of Monthly Statement to Certificateholders..........S-1
Exhibit T:
Form of Depositor Certification .........................T-1
Exhibit U:
Form of Trust Administrator Certification ...............U-1
Exhibit V-1:
Form of Master Servicer Certification .................V-1-1
Exhibit V-2:
Form of Servicer Certification ........................V-2-1
Exhibit W:
Form of Certification Regarding Substitution of
Defective Mortgage Loans ...............................W-1
SCHEDULES
Schedule I:
Mortgage Loan Schedule...................................I-1
Schedule IIA:
Representations and Warranties of Seller - DLJMC.......IIA-1
Schedule IIB:
Representations and Warranties of Seller and
Servicer - WMB.........................................IIB-1
Schedule IIC:
Representations and Warranties of Master Servicer -
Wells Fargo............................................IIC-1
Schedule IID:
Representations and Warranties of Servicer and
Special Servicer - SPS.................................IID-1
Schedule IIE:
Representations and Warranties of Servicer - Wells
Fargo..................................................IIE-1
Schedule IIIA: Representations and Warranties of DLJMC - DLJMC
Mortgage Loans........................................IIIA-1
Schedule IIIB: Representations and Warranties of WMB - WMB
Mortgage Loans........................................IIIB-1
APPENDICES
Appendix A:
Calculation of Class Y Principal Reduction Amounts Appendix A-1
THIS POOLING AND
SERVICING
AGREEMENT,
dated as of
September 1,
2005,
is hereby
executed by and among CREDIT
SUISSE
FIRST BOSTON
MORTGAGE
SECURITIES CORP., as depositor (the "Depositor"),
DLJ MORTGAGE CAPITAL,
INC.
("DLJMC"), as a seller (in such capacity, a "Seller"),
WASHINGTON MUTUAL BANK
("WMB"),
as a seller (in such
capacity,
a "Seller")
and as a servicer
(in
such capacity,
a "Servicer"),
WELLS FARGO BANK, N.A., as master servicer (in
such capacity,
the "Master
Servicer"),
as a servicer (in such
capacity,
a
"Servicer"),
as back-up servicer (in such capacity,
the "Back-Up
Servicer")
and as trust
administrator
(in such
capacity,
the "Trust
Administrator"),
SELECT PORTFOLIO
SERVICING,
INC. ("SPS"), as a servicer (in such capacity, a
"Servicer"),
WILSHIRE
CREDIT
CORPORATION,
as
special
servicer
(in
such
capacity,
the "Special
Servicer"),
and U.S. BANK NATIONAL
ASSOCIATION,
as
trustee (in such
capacity,
the
"Trustee").
Capitalized
terms used in this
Agreement
and not otherwise
defined will have the meanings
assigned to them
in Article I below.
PRELIMINARY STATEMENT
The
Depositor
is the owner of the
Trust
Fund
(other
than the
Trust's rights under the
Group 5 Interest
Rate Cap Agreement) that is hereby
conveyed
to the
Trustee
in return
for the
Certificates.
The
Trust
Fund
(exclusive of any
entitlement to Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap
Agreement and the assets held in the Group 5
Interest Rate
Cap Account,
the Group 6 Basis Risk Reserve Fund, the Prefunding
Account and
the
Capitalized
Interest
Account)
for federal
income tax
purposes
shall
consist of five REMICs (referred to as "REMIC I," "REMIC II,"
"REMIC III" and
"REMIC IV").
REMIC I
As provided
herein,
the Trust
Administrator
will make an election to
treat
the
segregated
pool of assets
consisting
of the
Group 1,
Group 2,
Group 3
and
Group 4
Mortgage
Loans
and
certain
other
related
assets
(exclusive of any
entitlement to Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap
Agreement and the assets held in the Group 5
Interest Rate
Cap Account,
the Group 6 Basis Risk Reserve Fund, the Prefunding
Account and
the Capitalized
Interest
Account) subject to this Agreement as a real estate
mortgage
investment conduit (a "REMIC") for federal income tax purposes,
and
such
segregated
pool of assets will be designated as "REMIC I."
Component I
of the
Class AR-L
Certificates
will
represent the sole Class of
"residual
interests"
in
REMIC I
for
purposes
of the REMIC
Provisions
(as
defined
herein) under federal
income tax law. The following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated
REMIC I
Pass-Through Rate") and initial
Uncertificated
Principal Balance for each of
the "regular
interests" in REMIC I (the "REMIC I Regular
Interests") and the
Class
Principal
Balance of Component I of the Class AR-L
Certificates.
The
"latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each
REMIC I
Regular
Interest shall be the Maturity
Date.
None of the REMIC I
Regular
Interests
will be certificated.
Class Designation
Initial
for each
Uncertificated
REMIC I Regular
Principal
Interest and
Uncertificated
Balance or
Component I of
REMIC I
Class
the Class AR-L
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
---------------
-------- ------------- ---------------
--------------------
Class Y-1
Regular
Variable(1)
$
48,803.72
January 2036
Class Y-2
Regular
Variable(2)
$
114,680.86
January 2036
Class Y-3
Regular
Variable(3)
$
137,605.00
January 2036
Class Y-4
Regular
Variable(4)
$
53,219.01
January 2036
Class Z-1
Regular
Variable(1)
$ 97,558,632.75
January 2036
Class Z-2
Regular
Variable(2)
$229,247,038.01
January 2036
Class Z-3
Regular
Variable(3)
$275,071,456.53
January 2036
Class Z-4
Regular
Variable(4)
$106,384,430.45
January 2036
Component I of
the Class AR-L
Residual
Variable(1) $
50.00
January 2036
-----------------
*
The Distribution Date in the specified month,
which is the month following
the
month
the
latest
maturing
Mortgage
Loan
in
the
related
Loan
Group matures.
For federal income tax purposes,
for each Class of REMIC I
Regular and Residual
Interests,
the "latest possible maturity date" shall
be the Final Maturity Date.
(1)
Interest
distributed to the REMIC I Regular Interests Y-1 and Z-1
and Component I of the Class AR-L
Certificates on each
Distribution
Date
will have
accrued at the weighted
average of the Net
Mortgage
Rates for
the Group 1 Loans on the
applicable
Uncertificated
Principal
Balance or
Class Principal Balance
outstanding
immediately
before such Distribution
Date.
(2)
Interest
distributed to the REMIC I Regular Interests Y-2 and Z-2
on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 2 Loans on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(3)
Interest
distributed to the REMIC I Regular Interests Y-3 and Z-3
on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 3 Loans on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(4)
Interest
distributed to the REMIC I Regular Interests Y-4 and Z-4
on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 4 Loans on the
applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
REMIC II
As provided
herein,
the Trust
Administrator
will make an election to
treat the segregated pool of assets
consisting of the Group 5
Mortgage Loans
and certain other related
assets
(exclusive of any
entitlement
to Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap Agreement and the assets
held in the Group 5 Interest Rate Cap Account,
the Group 6 Basis Risk Reserve
Fund, the Prefunding Account and the Capitalized
Interest Account) subject to
this Agreement as a real estate
mortgage
investment
conduit (a "REMIC") for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated as "REMIC II."
Component II
of the Class AR-L
Certificates
will
represent the sole Class of
"residual
interests" in REMIC II for purposes of
the REMIC
Provisions
(as defined
herein) under federal
income tax law. The
following table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC II
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for
each of the
"regular
interests"
in
REMIC II
(the
"REMIC II
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC II
Regular Interest shall be the
Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Class Designation
Initial
for each
Uncertificated
REMIC II Regular
Principal
Interest and
Uncertificated
Balance or
Component II of
REMIC II
Class
the Class AR-L
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
---------------
-------- ------------- ---------------
--------------------
Class LT-1
Regular
Variable(1)
$385,783,388.78
January 2036
Class LT-2
Regular
Variable(1)
$
10,410.75
January 2036
Class LT-3
Regular
0.00%
$
28,174.26
January 2036
Class LT-4
Regular
Variable(2)
$
28,174.26
January 2036
Component II of
the Class AR-L
Residual
N/A
$
0.00
January 2036
-----------------
*
The
Distribution
Date
in
the
specified
month,
which
is
the
month
following the month the latest maturing
Mortgage Loan in the related Loan
Group matures.
For
federal
income
tax
purposes,
for
each
Class of
REMIC III
Regular and Residual
Interests,
the "latest possible maturity
date" shall be the Final Maturity Date.
(1)
Interest
distributed to the REMIC III
Regular
Interests LT-1 and LT-2
on each
Distribution
Date will have accrued at the
weighted
average of
the
Net
Mortgage
Rates
for
the
Group 5
Loans
on
the
applicable
Uncertificated
Principal
Balance
outstanding
immediately
before
such
Distribution Date
(2)
Interest
distributed
to the
REMIC III
Regular
Interest LT-4 on each
Distribution
Date will have accrued at twice the weighted
average of the
Net Mortgage Rates for the Group 5 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
REMIC III
As provided
herein,
the Trust
Administrator
will make an election to
treat the segregated pool of assets
consisting of the Group 6
Mortgage Loans
and certain other related
assets
(exclusive of any
entitlement
to Assigned
Prepayment
Premiums,
the Group 5
Interest Rate Cap Agreement and the assets
held in the Group 5 Interest Rate Cap Account,
the Group 6 Basis Risk Reserve
Fund, the Prefunding Account and the Capitalized
Interest Account) subject to
this Agreement as a real estate
mortgage
investment
conduit (a "REMIC") for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated as "REMIC III."
Component III of the Class AR-L
Certificates will
represent the sole Class of "residual
interests" in REMIC III for purposes of
the REMIC
Provisions
(as defined
herein) under federal
income tax law. The
following table
irrevocably sets forth the designation,
remittance rate (the
"Uncertificated
REMIC III
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance
for each of the
"regular
interests"
in
REMIC III
(the
"REMIC III
Regular
Interests").
The
"latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
regulation
Section 1.860G-1(a)(4)(iii))
for each REMIC III Regular Interest shall be the
Maturity Date.
None of the REMIC III Regular Interests will be certificated.
Class Designation
Initial
for each
Uncertificated
REMIC III Regular
Principal
Interest and
Uncertificated
Balance or
Component III of
REMIC III
Class
the Class AR-L
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
---------------
-------- ------------- ---------------
--------------------
Class 6-A-1L
Regular
Variable(1)
$ 75,000,000.00
January 2036
Class 6-A-2-1L
Regular
Variable(1)
$136,140,000.00
January 2036
Class 6-A-2-2L
Regular
Variable(1)
$ 16,960,000.00
January 2036
Class 6-B-1L
Regular
Variable(1)
$
6,020,000.00
January 2036
Class 6-B-2L
Regular
Variable(1)
$
2,285,000.00
January 2036
Class 6-B-3L
Regular
Variable(1)
$
1,325,000.00
January 2036
Class 6-B-4L
Regular
Variable(1)
$
1,685,000.00
January 2036
Class 6-B-5L
Regular
Variable(1)
$
720,000.00
January 2036
Class 6-B-6L
Regular
Variable(1)
$
604,561.39
January 2036
Component III
of the
Class AR-L
Residual
N/A
$
0.00
January 2036
-----------------
*
The
Distribution
Date
in
the
specified
month,
which
is
the
month
following the month the latest maturing
Mortgage Loan in the related Loan
Group matures.
For
federal
income
tax
purposes,
for
each
Class of
REMIC III
Regular and Residual
Interests,
the "latest possible maturity
date" shall be the Final Maturity Date.
(1)
Interest
distributed
to
the
REMIC III
Regular
Interests
6-A-1L,
6-A-2-1L,
6-A-2-2L,
6-B-1L, 6-B-2L, 6-B-3L, 6-B-4L, 6-B-5L and 6-B-6L on
each
Distribution
Date will have accrued at the weighted
average of the
Net Mortgage Rates for the Group 6 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
REMIC IV
As provided herein,
the Trust
Administrator
will elect to treat
the segregated
pool of assets
consisting of the REMIC I
Regular
Interests,
REMIC II
Regular
Interests
and REMIC III
Regular
Interests as a REMIC for
federal
income
tax
purposes,
and such
segregated
pool of assets
will be
designated
as REMIC IV.
The Class AR
Certificates
will
represent the sole
Class of
"residual
interests"
in
REMIC IV
for
purposes
of
the
REMIC
Provisions
under
federal
income
tax
law.
The
following
table
and
the
footnotes that follow
irrevocably
sets forth the
designation,
Pass-Through
Rate,
aggregate
Initial Class
Principal
Balance and certain other features
for each Class of Certificates
comprising the interests representing "regular
interests"
in REMIC IV and the Class AR
Certificates.
The "latest
possible
maturity
date"
(determined
solely
for
purposes
of
satisfying
Treasury
Regulation
Section 1.860G-1(a)(4)(iii))
for each Class of
REMIC IV
Regular
Certificates shall be the Maturity Date.
Integral
Class
Multiples
Principal
Pass-Through
Minimum
in Excess
Class
Balance
Rate (per annum)
Denomination
of Minimum*
-----------
-------------
---------------
------------
-----------
Class 1-A-1
$40,000,000.00
Variable(1)
$25,000
$1
Class 1-A-2-1
$49,872,000.00
Variable(1)
$25,000
$1
Class 1-A-2-2
$ 2,708,000.00
Variable(1)
$25,000
$1
Class 2-A-1
$217,550,000.00
Variable(2)
$25,000
$1
Class 3-A-1-1
$102,000,000.00
Variable(3)
$25,000
$1
Class 3-A-1-2
$ 5,540,000.00
Variable(3)
$25,000
$1
Class 3-A-2
$98,220,000.00
Variable(3)
$25,000
$1
Class 3-A-3-1
$52,428,000.00
Variable(3)
$25,000
$1
Class 3-A-3-2
$ 2,847,000.00
Variable(3)
$25,000
$1
Class 4-A-1
$90,470,000.00
Variable(4)
$25,000
$1
Class 4-A-2
$10,485,000.00
Variable(4)
$25,000
$1
Class 5-A-1
$320,000,000.00
Variable(5)
$25,000
$1
Class 5-A-2
$35,560,000.00
Variable(6)
$25,000
$1
Class 6-A-1
$75,000,000.00
Variable(7)
$25,000
$1
Class 6-A-2-1
$136,140,000.00
Variable(8)
$25,000
$1
Class 6-A-2-2
$16,960,000.00
Variable(9)
$25,000
$1
Class 6-X
Notional(10)
Variable(11)
$25,000
$1
Class 5-M-1
$12,150,000.00
Variable(12)
$25,000
$1
Class 5-M-2
$ 8,490,000.00
Variable(13)
$25,000
$1
Class 5-M-3
$ 5,790,000.00
Variable(14)
$25,000
$1
Class 5-M-4
$ 1,930,000.00
Variable(15)
$25,000
$1
Class 5-M-5
$ 1,930,000.00
Variable(16)
$25,000
$1
Class C-B-1
$19,490,000.00
Variable(17)
$25,000
$1
Class C-B-2
$ 5,670,000.00
Variable(17)
$25,000
$1
Class C-B-3
$ 3,540,000.00
Variable(17)
$25,000
$1
Class C-B-4
$ 3,545,000.00
Variable(17)
$25,000
$1
Class C-B-5
$ 2,480,000.00
Variable(17)
$25,000
$1
Class C-B-6
$ 1,770,816.33
Variable(17)
$25,000
$1
Class 6-B-1
$ 6,020,000.00
Variable(18)
$25,000
$1
Class 6-B-2
$ 2,285,000.00
Variable(19)
$25,000
$1
Class 6-B-3
$ 1,325,000.00
Variable(20)
$25,000
$1
Class 6-B-4
$ 1,685,000.00
Variable(21)
$25,000
$1
Class 6-B-5
$
720,000.00
Variable(21)
$25,000
$1
Class 6-B-6
$
604,561.39
Variable(21)
$25,000
$1
Class 5-X
$
148.06(22)
Variable(23)
(24)
N/A
Class P
(25)
N/A
(26)
N/A
Class AR
$
0.00
N/A
(27)
N/A
-------------------
* Except
for one
certificate
for each of the Class
C-B-6
and Class
6-B-6
Certificates which shall contain any stub piece of less than $1.
------------------------------------------------------------------------------
(1)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class 1-A-1,
Class 1-A-2-1 and Class 1-A-2-2
Certificates
shall be a per
annum
rate
equal
to
the
Net
WAC
Rate
for
Loan
Group 1
for
that
Distribution Date.
(2)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class 2-A-1
Certificates
shall be a per annum
rate
equal to the Net WAC
Rate for Loan Group 2 for that Distribution Date.
(3)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class 3-A-1-1,
Class 3-A-1-2, Class 3-A-2, Class 3-A-3-1 and Class 3-A-3-2
Certificates
shall be a per annum
rate equal to the Net WAC Rate for Loan
Group 3 for that Distribution Date.
(4)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class 4-A-1
and Class 4-A-2
Certificates
shall be a per annum rate equal
to the Net WAC Rate for Loan Group 4 for that Distribution Date.
(5)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-A-1
Certificates
is 4.1010%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-A-1
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(6)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-A-2
Certificates
is 4.1610%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-A-2
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(7)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-A-1
Certificates
is 4.1110%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 6-A-1
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(8)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-A-2-1
Certificates is 4.0910% per annum.
After such
Distribution
Date, the Pass-Through Rate for the Class 6-A-2-1
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(9)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-A-2-2
Certificates is 4.1610% per annum.
After such
Distribution
Date, the Pass-Through Rate for the Class 6-A-2-2
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(10)
These certificates will not receive any distributions of principal,
but
will accrue interest on the Class 6-X
Notional Amount,
which with respect
to any date of
determination
will
equal the
aggregate
Class
Principal
Balance of the Group 6 LIBOR Certificates.
(11)
The
initial
Pass-Through
Rate
on
the
Class 6-X
Certificates
is
approximately
0.0133% per annum.
After the first
Distribution
Date, the
Pass-Through
Rate on these
certificates
will be
equal to the
Class 6-X
Pass-Through
Rate.
For federal
income tax purposes the foregoing rate is
expressed
as a rate per
annum
equal to the
percentage
equivalent
of a
fraction,
the
numerator
of
which
is the sum of (i) the
Uncertificated
Pass-Through
Rate for
REMIC III
Regular
Interest
LT1 minus the related
Marker
Rate,
applied to a
notional
amount
equal to the
Uncertificated
Principal
Balance
of
REMIC III
Regular
Interest
LT1,
(ii)
the
Uncertificated
Pass-Through
Rate for REMIC III Regular Interest LT2 minus
the
related
Marker
Rate,
applied
to a
notional
amount
equal
to the
Uncertificated
Principal
Balance of
REMIC III
Regular
Interest LT2 and
(iii) the
Uncertificated
Pass-Through Rate for REMIC III Regular Interest
LT4 minus
twice the
related
Marker
Rate,
applied to a notional
amount
equal
to
the
Uncertificated
Principal
Balance
of
REMIC III
Regular
Interest LT4, and the denominator of which is the aggregate
Uncertificated
Principal Balance of the REMIC III Regular Interests.
(12)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-M-1
Certificates
is 4.3210%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-M-1
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(13)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-M-2
Certificates
is 4.5110%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-M-2
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(14)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-M-3
Certificates
is 5.1410%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-M-3
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(15)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-M-4
Certificates
is 5.7410%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-M-4
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(16)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 5-M-5
Certificates
is 6.0410%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 5-M-5
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(17)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class C-B-1,
Class C-B-2,
Class C-B-3,
Class C-B-4,
Class C-B-5
and
Class C-B-6
Certificates
shall be a per annum rate equal to the quotient,
expressed as a percentage of (a) the sum of (i) the
product of (x) the Net
WAC
Rate
of
Loan
Group 1
for
that
Distribution
Date
and
(y) the
Subordinate
Component Balance
for Loan Group 1
immediately prior to such
Distribution
Date,
(ii) the
product
of
(x) the
Net
WAC
Rate of Loan
Group 2
for
that
Distribution
Date
and
(y) the
Subordinate
Component Balance
for Loan Group 2
immediately prior to such Distribution
Date,
(iii) the
product of (x) the Net WAC Rate of Loan
Group 3 for that
Distribution
Date
and
(y) the
Subordinate
Component Balance
for
Loan
Group 3
immediately
prior to such
Distribution Date and (iv) the product
of (x) the
Net WAC Rate of Loan
Group 4
for that
Distribution
Date and
(y) the
Subordinate
Component Balance
for Loan Group 4 immediately prior
to such Distribution Date.
(18)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-B-1
Certificates
is 4.3410%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 6-B-1
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(19)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-B-2
Certificates
is 4.4910%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 6-B-2
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(20)
The
Pass-Through
Rate for the October 2005
Distribution
Date for the
Class 6-B-3
Certificates
is 5.0910%
per annum.
After such
Distribution
Date, the
Pass-Through
Rate for the Class 6-B-3
Certificates
shall be a
per
annum
rate
equal
to the
least
of
(a) the
sum of the
applicable
Certificate
Index
and
the
applicable
Certificate
Margin
for
such
Distribution Date, (b) the Net WAC Rate for Loan Group 6 and (c)
10.50%.
(21)
With respect to each
Distribution
Date, the Pass-Through
Rate for the
Class 6-B-4,
Class 6-B-5 and Class 6-B-6 Certificates shall be a per annum
rate equal to the Net WAC Rate for Loan Group 6 for that
Distribution Date.
(22)
The
Class 5-X
Certificates
will not accrue
interest
on their
Class
Principal
Balance.
The
Class 5-X
Certificates
accrue
interest
on the
Class 5-X Notional Amount.
(23)
The
Class 5-X
Certificates
will be comprised of two REMIC IV
regular
interests,
a principal
only
regular
interest
designated
5-X-PO and an
interest only regular interest
designated
5-X-IO,
which will be entitled
to
distributions
as set forth
herein.
On each
Distribution
Date,
the
Class 5-X
Certificates
shall be entitled to the
Class 5-X
Distributable
Amount.
With respect to any
Distribution
Date,
interest
accrued on the
Class 5-X
Certificates
during the
related
Accrual
Period
shall
equal
interest at the related
Pass-Through Rate on the Class 5-X Notional Amount
immediately
prior to such
Distribution
Date, in each case reduced by any
interest
shortfalls with respect to the Mortgage Loans in the related Loan
Group including
Prepayment
Interest
Shortfalls to the extent not covered
by
Compensating
Interest
Payments.
The
Pass-Through
Rate
for
the
Class 5-X
Certificates
or the REMIC IV
Regular
Interest
5-X-IO for any
Distribution
Date shall
equal a per annum
rate
equal to the
percentage
equivalent
of a fraction,
the numerator of which is the product of (a) 30
and (b) the sum of the amounts calculated
pursuant to
clauses (i) through
(iv) below,
and the
denominator of which is the product of (a) the actual
number
of
days
in the
related
Accrual
Period
and
(b) the
aggregate
principal
balance of the
REMIC II
Regular
Interests
LT1,
LT2, LT3 and
LT4. For purposes of calculating
the
Pass-Through
Rate for the Class 5-X
Certificates,
the
numerator
is
equal
to
the
sum
of
the
following
components:
(i)
the
Uncertificated
Pass-Through
Rate
for
REMIC II
Regular
Interests
LT1 minus the Marker
Rate,
applied to a notional
amount
equal to the aggregate
Uncertificated
Principal Balance of REMIC II
Regular Interests LT1;
(ii)
the
Uncertificated
Pass-Through
Rate
for
REMIC II
Regular
Interest
LT2 minus the Marker
Rate,
applied
to a notional
amount
equal to the
Uncertificated
Principal
Balance of REMIC II
Regular
Interest LT2; and
(iii) the
Uncertificated
Pass-Through
Rate
for
REMIC II
Regular
Interest
LT4 minus
twice the
Marker
Rate,
applied
to a notional
amount
equal to the
Uncertificated
Principal
Balance of
REMIC II
Regular Interest LT4.
Accrued
interest on the Class 5-X
Certificates
shall accrue on the basis
of a 360-day
year and the
actual
number of days in the
related
Accrual
Period.
Payments to any Class of Group 5
Certificates in respect of Basis
Risk Shortfalls
from the Group 5
Available
Distribution
Amount shall be
deemed to have first been
distributed
from REMIC IV to the holders of the
Class 5-X
Certificates
in respect of the
Class 5-X-IO
REMIC IV
Regular
Interest
and
then
paid
by
such
holders
to
such
Class of
Group 5
Certificates.
(24)
The
Class 5-X
Certificates
will
be
issued
in
certificated,
fully-registered
form in minimum
denominations
of 20% of the
Percentage
Interest therein and increments of 10% in excess thereof.
(25)
The Class P
Certificates will not have a Class Principal
Balance.
The
Class
P
Certificates
shall
have
an
initial
notional
balance
of
$1,315,515,625.78
and
will
be
entitled
to
distributions
of
Assigned
Prepayment
Premiums
only.
Such
entitlement
shall not be an interest in
any REMIC created hereunder.
(26)
The
Class P
Certificates
will
be
issued
in
certificated,
fully-registered
form in minimum
denominations
of 20% of the
Percentage
Interest therein and increments of 10% in excess thereof.
(27)
The Class AR
Certificates are issued in minimum Percentage Interests of
20%.
For the avoidance of doubt, the Trust
Administrator shall account
for any interest amount due to a
Certificateholder
in excess of the interest
rate on the REMIC regular
interest issued by REMIC IV
corresponding
to such
Certificate as part of the payment made to the Class 5-X
Certificates,
to the
extent it is
entitled to funds from the REMIC,
and then paid
outside of the
REMIC pursuant to a separate contractual right to such
Certificateholder.
The
foregoing
REMIC
structure
is
intended to cause all of the
cash from the
Mortgage
Loans to flow
through to
REMIC IV as cash flow on a
REMIC regular
interest,
without creating any
shortfall-actual
or potential
(other than for credit
losses) to any REMIC regular
interest.
To the extent
that the
structure
is
believed
to diverge
from such
intention
the Trust
Administrator
shall resolve
ambiguities to accomplish
such result and shall
to the extent necessary
rectify any drafting errors or seek
clarification to
the
structure
without
Certificateholder
approval
(but
with
guidance
of
counsel) to accomplish such intention.
Set forth below are
designations
of Classes of
Certificates
to
the categories used herein:
Book-Entry Certificates....
All Classes of Certificates other than the
Physical Certificates.
Class A Certificates.......
The Group 1, Group 2, Group 3, Group 4, Group 5
Senior Certificates and Group 6 Senior
Certificates.
Class B Certificates.......
The Class C-B Certificates and Class 6-B
Certificates.
Class C-B Certificates.....
The Class C-B-1, Class C-B-2, Class C-B-3,
Class C-B-4, Class C-B-5 and Class C-B-6
Certificates.
Class 6-B Certificates.....
The Class 6-B-1, Class 6-B-2, Class 6-B-3,
Class 6-B-4, Class 6-B-5 and Class 6-B-6
Certificates.
Class M Certificates.......
The Class 5-M-1, Class 5-M-2, Class 5-M-3,
Class 5-M-4 and Class 5-M-5 Certificates.
ERISA-Restricted
Residual Certificates and Private Certificates;
Certificates...............
and any Certificates that do not satisfy the
applicable ratings requirement under the
Underwriter's Exemption.
Group 1 Certificates.......
The Class 1-A-1, Class 1-A-2-1, Class 1-A-2-2 and
Residual Certificates.
Group 2 Certificates.......
The Class 2-A-1 Certificates.
Group 3 Certificates.......
The Class 3-A-1-1, Class 3-A-1-2, Class 3-A-2,
Class 3-A-3-1 and Class 3-A-3-2 Certificates.
Group 4 Certificates.......
The Class 4-A-1 and Class 4-A-2 Certificates.
Group 5 Certificates.......
The Group 5 Senior Certificates, Class 5-X
Certificates and Class M Certificates.
Group 5 LIBOR Certificates.
The Group 5 Senior Certificates and Class M
Certificates.
Group 5 Senior Certificates
The Class 5-A-1 and Class 5-A-2 Certificates.
Group 6 Certificates.......
The Group 6 Senior Certificates, the Class 6-X
Certificates and the Group 6 Subordinate
Certificates.
Group 6 LIBOR Certificates.
The Group 6 Senior Certificates, Class 6-B-1
Certificates, Class 6-B-2 Certificates and
Class 6-B-3 Certificates.
Group 6 Senior Certificates
The Class 6-A-1, Class 6-A-2-1 and Class 6-A-2-2
Certificates.
Group 6 Subordinate
The Class 6-B-1, Class 6-B-2, Class 6-B-3,
Certificates...............
Class 6-B-4, Class 6-B-5 and Class 6-B-6
Certificates.
LIBOR Certificates.........
The Group 5 LIBOR Certificates and the Group 6
LIBOR Certificates.
Notional Amount Certificates The Class 5-X Certificates and Class
6-X
Certificates.
Offered Certificates.......
All Classes of Certificates other than the
Private Certificates.
Private Certificates.......
The Class C-B-4, Class C-B-5, Class C-B-6,
Class 6-B-4, Class 6-B-5, Class 6-B-6, Class 5-X
and Class P Certificates.
Physical Certificates......
The Residual Certificates and the Private
Certificates.
Rating Agencies............
Moody's, S&P and DBRS.
Regular Certificates.......
All Classes of Certificates other than the
Residual Certificates.
Residual Certificates......
The Class AR and Class AR-L Certificates.
Senior Certificates........
The Class A Certificates.
Subordinate Certificates...
The Class M, Class C-B, Class 6-B and Class 5-X
Certificates.
All covenants and agreements made by the Depositor
herein are for
the
benefit
and
security
of
the
Certificateholders.
The
Depositor
is
entering into this Agreement,
and the Trustee is accepting the trusts created
hereby and
thereby,
for good and
valuable
consideration,
the
receipt and
sufficiency of which are hereby acknowledged.
The
parties
hereto
intend
to
effect
an
absolute
sale
and
assignment
of
the
Mortgage
Loans
to
the
Trustee
for
the
benefit
of
Certificateholders
under
this
Agreement.
However,
the
Depositor
and the
Sellers will hereunder
absolutely assign and, as a precautionary matter grant
a security
interest,
in and to its rights,
if any, in the related
Mortgage
Loans to the
Trustee
on behalf
of
Certificateholders
to
ensure
that the
interest of the
Certificateholders
hereunder in the Mortgage
Loans is fully
protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements
herein
contained,
the
Depositor,
the
Sellers,
the Master
Servicer,
the
Servicers,
the Special
Servicer, the Trustee and the Trust Administrator agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise requires, shall have the following
meanings:
1933 Act:
The Securities Act of 1933, as amended.
Accepted Servicing
Practices:
With respect to any Mortgage Loan,
those mortgage
servicing
practices of prudent mortgage lending
institutions
which
service
mortgage
loans of the same type as such
Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
Accrual Period:
For any interest bearing
Class of
Certificates,
other than the LIBOR
Certificates,
and any
Distribution
Date, the calendar
month
immediately
preceding such
Distribution
Date and with respect to the
LIBOR
Certificates,
the
period
beginning
on
the
immediately
preceding
Distribution
Date (or the
Closing
Date,
in the case of the
first
Accrual
Period) and ending on the day immediately preceding such
Distribution Date.
Advance:
With
respect to any
Non-Designated
Mortgage
Loan and
any
Distribution
Date, any payment
required to be made by a Servicer or the
Master
Servicer,
as
applicable,
with
respect
to such
Distribution
Date
pursuant to Section 5.01.
With respect to any PHH Mortgage
Serviced
Mortgage
Loan and any
Distribution
Date, the payment required to be made by (i) PHH Mortgage on the
Remittance
Date
(as
defined
in
the
PHH
Mortgage
Underlying
Servicing
Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of
the PHH Mortgage
Underlying
Servicing
Agreement or (ii) the Master Servicer
with respect to such
Distribution
Date pursuant to
Section 3.22(b) of
this
Agreement.
With respect to any National City
Serviced
Mortgage Loan and any
Distribution
Date, the payment
required to be made by
(i) National
City on
the
Remittance
Date (as defined in the National
City
Underlying
Servicing
Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of
the National City Underlying
Servicing
Agreement or (ii) the Master Servicer
with respect to such
Distribution
Date pursuant to
Section 3.22(b) of
this
Agreement.
With
respect
to any
IndyMac
Serviced
Mortgage
Loan
and
any
Distribution
Date,
the
payment
required
to be
made by
(i) IndyMac
with
respect
to
the
Remittance
Date
(as
defined
in
the
IndyMac
Underlying
Servicing
Agreement)
in the
month of such
Distribution
Date
pursuant
to
Section 5.03 of the IndyMac Underlying
Servicing Agreement or (ii) the Master
Servicer
with
respect
to
such
Distribution
Date
pursuant
to
Section 3.22(b) of this Agreement.
With respect to any GMAC Mortgage
Serviced
Mortgage Loan and any
Distribution
Date, the payment required to be made by (i) GMAC
Mortgage with
respect to the
Remittance
Date (as defined in the GMAC
Mortgage
Underlying
Servicing
Agreement)
in the
month of such
Distribution
Date
pursuant
to
Section 5.03 of the GMAC Mortgage
Underlying
Servicing Agreement or (ii) the
Master
Servicer
with
respect
to
such
Distribution
Date
pursuant
to
Section 3.22(b) of this Agreement.
With respect to any
Countrywide
Serviced
Mortgage
Loan and any
Distribution
Date, the payment
required to be made by (i)
Countrywide
with
respect
to the
Remittance
Date (as
defined in the
Countrywide
Underlying
Servicing
Agreement)
in the
month of such
Distribution
Date
pursuant
to
Subsection
11.19
of
Exhibit
9
of
the
Countrywide
Underlying
Servicing
Agreement or (ii) the Master Servicer with respect to such
Distribution
Date
pursuant to Section 3.22(b) of this Agreement.
With
respect
to any
EverBank
Serviced
Mortgage
Loan
and any
Distribution
Date,
the
payment
required
to be made by (i)
EverBank
with
respect
to
the
Remittance
Date
(as
defined
in the
EverBank
Underlying
Servicing
Agreement)
in the
month of such
Distribution
Date
pursuant
to
Section 5.03
of the
EverBank
Underlying
Servicing
Agreement
or (ii)
the
Master
Servicer
with
respect
to
such
Distribution
Date
pursuant
to
Section 3.22(b) of this Agreement.
Adverse REMIC Event:
As defined in Section 2.07(f).
Adjustment
Date:
With
respect
to
each
Mortgage
Loan,
each
adjustment
date on which the Mortgage
Rate thereon
changes
pursuant to the
related
Mortgage Note. The first
Adjustment
Date following the Cut-off Date
as to each such Mortgage Loan is set forth in the Mortgage Loan
Schedule.
Aggregate
Groups 1-4
Collateral
Balance:
With
respect
to any
date of
determination,
will be equal to the sum of the Aggregate
Loan Group
Balances for Loan Group 1,
Loan Group 2,
Loan Group 3 and Loan Group 4 as of
such date of determination.
Aggregate Loan
Group Balance:
With respect to any Loan Group and
as of any
date
of
determination,
will be
equal
to the
aggregate
Stated
Principal
Balance of the
Mortgage
Loans in such Loan
Group as of the first
day of the month of such date of
determination,
plus,
with
respect to Loan
Group 5,
the amount on deposit in the Prefunding
Account as of the first day
of such month.
Aggregate
Subsequent
Transfer
Amount:
With
respect
to
any
Subsequent
Transfer Date, the aggregate Stated
Principal
Balances as of the
applicable
Cut-off Date of the
Subsequent
Mortgage
Loans
conveyed on such
Subsequent
Transfer
Date,
as listed on the revised
Mortgage
Loan Schedule
delivered pursuant to
Section 2.01(e);
provided,
however,
that such amount
shall not exceed the amount on deposit in the Prefunding Account.
Agreement:
This
Pooling
and
Servicing
Agreement
and
all
amendments or supplements hereto.
Ancillary
Income:
All
income
derived
from the
Non-Designated
Mortgage
Loans,
other
than
Servicing
Fees
and
Master
Servicing
Fees,
including
but not limited to, late
charges,
fees
received
with respect to
checks or bank drafts returned by the related bank for
non-sufficient
funds,
assumption
fees,
optional
insurance
administrative
fees
and
all
other
incidental
fees and charges.
Ancillary
Income does not include any Assigned
Prepayment Premiums.
Applied Loss Amount:
With respect to any Distribution
Date, with
respect to the Group 5 Certificates,
the excess, if any, of (i) the aggregate
Class Principal Balances of the Group 5
Certificates
(other than the related
Notional
Amount
Certificates),
after giving
effect to all Realized
Losses
with
respect to the
Mortgage
Loans in Loan
Group 5
during the
Collection
Period
for
such
Distribution
Date
and
payments
of
principal
on
such
Distribution Date over (ii) the
Aggregate Loan Group Balance for Loan Group 5
for such Distribution Date.
Appraised
Value:
The appraised
value of the Mortgaged
Property
based
upon
the
appraisal
made
for
the
originator
at
the
time
of the
origination
of the related
Mortgage Loan or the sales price of the Mortgaged
Property
at the time of such
origination,
whichever
is less,
or
(i) with
respect
to any
Mortgage
Loan that
represents
a
refinancing
other than a
Streamlined
Mortgage Loan, the lower of the appraised value at origination or
the appraised
value of the Mortgaged
Property
based upon the appraisal made
at the time of such
refinancing
and
(ii) with
respect
to any
Streamlined
Mortgage
Loan, the appraised
value of the Mortgaged
Property based upon the
appraisal made in connection
with the
origination of the mortgage loan being
refinanced.
Assigned
Prepayment
Premium:
Any Prepayment
Premium on a Wells
Fargo
Serviced
Mortgage
Loan,
any
Prepayment
Premium
on a SPS
Serviced
Mortgage Loan and any other
Prepayment
Premium on deposit in the Certificate
Account.
Assignment and Assumption
Agreement:
That certain assignment and
assumption
agreement
dated
as of
September 1,
2005,
by and
between
DLJ
Mortgage Capital, Inc., as assignor, and the Depositor, as
assignee,
relating
to the Mortgage Loans.
Assignment
of
Proprietary
Lease:
With respect to a Cooperative
Loan,
the
assignment or mortgage of the related
Proprietary
Lease from the
Mortgagor to the originator of the Cooperative Loan.
Available
Distribution
Amount:
With respect to any Distribution
Date and each of Group 1, Group 2, Group 3, Group 4 and Group 6 the
sum of:
(i)...all
amounts
in
respect
of
Scheduled
Payments
(net of the
related
Expense
Fees) due on the
related
Due Date and
received
prior to the
related
Determination Date on the related Mortgage Loans, together with
any Advances in respect thereof;
(ii)
all Insurance
Proceeds (to the extent not applied to the restoration of
the Mortgaged
Property or released to the Mortgagor in accordance
with
the
applicable
Servicer's
Accepted
Servicing
Standards),
all
Liquidation
Proceeds
received
during the calendar month preceding the
month of that
Distribution
Date on the related Mortgage Loans, in each
case net of unreimbursed
Liquidation
Expenses incurred with respect to
such Mortgage Loans;
(iii) all Principal
Prepayments received during the related Prepayment Period
on the related Mortgage Loans, excluding Prepayment Premiums;
(iv)
amounts
received
with
respect
to
such
Distribution
Date
as
the
Substitution
Adjustment
Amount
or
Purchase
Price
in
respect
of a
Mortgage
Loan in the
related
Loan
Group repurchased
by the
related
Seller,
purchased by a Holder of a Subordinate
Certificate pursuant to
Section 3.11(f) or
purchased
by
the
Special
Servicer
pursuant
to
Section 3.11(g) as of such Distribution Date;
(v)
any
amounts
payable as
Compensating
Interest
Payments by a Servicer
with respect to the related Mortgage Loans on such Distribution
Date;
(vi)
all Recoveries, if any; and
(vii) the portion of the Mortgage
Loan
Purchase
Price
related to such Loan
Group paid in connection
with an Optional
Termination up to the amount
of the Par Value for such Loan Group;
in
the
case
of
clauses (i) through
(iv) above
reduced
by
amounts
in
reimbursement
for Advances
previously made and other amounts as to which the
Trustee,
the Trust
Administrator,
a
Servicer
or the
Master
Servicer
is
entitled to be reimbursed
pursuant to
Section 3.08 in respect of the related
Mortgage Loans or otherwise.
Back-Up Servicer:
Wells Fargo Bank, National Association,
acting
in its capacity as back-up servicer for the SPS Serviced Loans
hereunder,
or
its successors in interest, as applicable.
Bankruptcy
Code:
The United States
Bankruptcy
Code, as amended
from time to time (11 U.S.C. §§ 101 et seq.).
Bankruptcy
Coverage
Termination Date: The point in time at which
the Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy
Loss: With respect to any Loan Group,
Realized Losses
on the Mortgage Loans in that Loan
Group incurred
as a result of a Deficient
Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage
Amount:
As of any
Determination
Date,
the Bankruptcy
Loss Coverage
Amount shall equal the Initial
Bankruptcy Loss
Coverage Amount as reduced by (i) the
aggregate
amount of Bankruptcy
Losses
allocated to the
Class C-B
Certificates
since the Cut-off Date and (ii) any
permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by
a letter of each Rating Agency to the Trust
Administrator
to the effect that
any such reduction will not result in a
downgrading,
or otherwise
adversely
affect,
of the then current ratings
assigned to such Classes of Certificates
rated by it.
Basis Risk
Shortfall:
For any Class of
LIBOR
Certificates
and
any Distribution
Date, the sum of (i) the excess,
if any, of (a) the related
Current
Interest
calculated on the basis of the least of (x) the
applicable
Certificate
Index plus the applicable
Certificate
Margin,
(y) the
Maximum
Interest Rate and (z) with respect to the Group 5 LIBOR
Certificates,
11.00%,
or with
respect to the
Group 6
LIBOR
Certificates,
10.50%,
over
(b) the
related
Current
Interest
for the
applicable
Distribution
Date,
(ii) any
amount
described
in clause
(i) remaining
unpaid
from
prior
Distribution
Dates,
and
(iii) interest
on the
amount in
clause
(ii) for
the
related
Accrual
Period
calculated
at a per annum rate equal to the least of (x) the
applicable
Certificate Index plus the applicable
Certificate Margin, (y) the
applicable
Maximum
Interest
Rate and (z) with respect to the Group 5
LIBOR
Certificates,
11.00%,
or with
respect to the
Group 6
LIBOR
Certificates,
10.50%.
Beneficial
Holder: A Person holding a beneficial
interest in any
Certificate
through a
Participant
or an
Indirect
Participant
or a Person
holding a beneficial interest in any Definitive Certificate.
Book-Entry
Certificates:
As
specified
in
the
Preliminary
Statement.
Book-Entry
Form: Any
Certificate
held through the facilities of
the Depository.
Business
Day:
Any day other than (i) a
Saturday
or a Sunday or
(ii) a
day on which
banking
institutions
in New York or the state in which
the office of the Master
Servicer
or any
Servicer
or the
Corporate
Trust
Office of the Trustee or Trust
Administrator
are located are
authorized
or
obligated by law or executive order to be closed.
Capitalized
Interest
Account:
The
separate
Eligible
Account
designated
as such and
created
and
maintained
by the Trust
Administrator
pursuant to
Section 3.05(h) hereof.
The Capitalized
Interest
Account shall
be treated as an "outside reserve fund" under applicable Treasury
regulations
and
shall
not
be
part
of
any
REMIC.
Except
as
provided
in
Section 3.05(h) hereof,
any investment
earnings on the Capitalized
Interest
Account
shall be treated as owned by the Depositor and will be taxable to
the
Depositor.
Capitalized Interest Deposit:
$251,391.42.
Capitalized
Interest
Distribution:
With
respect
to
the
October 2005,
November 2005 and December 2005
Distribution
Dates, an amount
equal to 30 days of
interest
(based
on a
360-day
year)
on the
aggregate
amount
on
deposit
in
the
Prefunding
Account
at the
end of the
related
Collection
Period accruing at a per annum rate equal to the weighted
average
of the Net
Mortgage
Rates of the
Mortgage
Loans in Loan
Group 5 as of the
first day of the related
Collection
Period. If REMIC II is unable to pay the
REMIC II Interests in respect of Loan Group 5 their stated
pass-through rates
due
to
an
insufficiency
in
the
Capitalized
Interest
Distribution,
the
Depositor
will
contribute
any
amounts
to
REMIC II
necessary
to pay the
REMIC II Interests their stated pass-through rates.
Capitalized
Interest Release Amount:
With respect to each of the
October 2005,
November 2005 and December 2005
Distribution
Dates, an amount
equal to the excess of (a) the amount
remaining on deposit in the Capitalized
Interest Account on such
Distribution
after
distribution of the Capitalized
Interest
Distribution for such
Distribution
Date, over (b) the
Capitalized
Interest Requirement for such Distribution Date.
Capitalized
Interest
Requirement:
With
respect
to
the
October 2005
Distribution Date, an amount equal to 60 days of interest (based
on a 360-day year) accruing at the Capitalized
Interest
Requirement Rate for
such
Distribution
Date on the aggregate
amount on deposit in the Prefunding
Account at the end of the related
Collection
Period and with
respect to the
November 2005
Distribution
Date,
an
amount
equal
to 30 days of
interest
(based on a 360-day year)
accruing at the
Capitalized
Interest
Requirement
Rate for such
Distribution
Date on the
aggregate
amount on
deposit in the
Prefunding Account at the end of the related
Collection Period.
With respect
to the
December 2005
Distribution Date and any Distribution Date thereafter,
zero.
Capitalized
Interest
Requirement
Rate:
With
respect
to
the
October 2005 and November 2005
Distribution
Dates, a per annum rate equal to
the sum of (i) the
Certificate
Index for such
Distribution
Date,
(ii) the
weighted
average of the Certificate
Margins of the Group 5
Certificates for
such
Distribution
Date
(weighted
with
respect to the Group 5
Subordinate
Certificates
based
on
the
related
portion
of
the
Group 5
Subordinate
Balance),
(iii) the weighted average of the Expense Fee Rates of the Mortgage
Loans in Loan Group 5 for such
Distribution Date and (iv) with respect to the
October 2005
Distribution
Date, 0.35% and with respect to the
November 2005
Distribution Date, 0.70%.
Carryforward
Interest:
For any Class of LIBOR
Certificates
and
any
Distribution
Date,
the sum of (1) the amount,
if any, by which (x) the
sum of
(A) Current
Interest for such
Class for
the
immediately
preceding
Distribution
Date
and
(B)
any
unpaid
Carryforward
Interest
for
such
Class from previous
Distribution Dates exceeds (y) the amount paid in respect
of interest on such Class on such
immediately
preceding
Distribution
Date,
and (2)
interest
on
such
amount
for the
related
Accrual
Period
at the
applicable Pass-Through Rate.
Cash Remittance
Date: With respect to any
Distribution
Date and
(A) SPS, the
7th calendar
day preceding such
Distribution
Date, or if such
7th
calendar
day
is
not a
Business
Day,
the
Business
Day
immediately
preceding
such 7th calendar day and (B) Wells Fargo,
WMB and the
Designated
Servicers,
the
18th calendar day of the month in which the Distribution Date
occurs,
or if such 18th
calendar day is not a Business Day, the Business Day
immediately following such 18th calendar day.
Certificate:
Any Certificates
executed and
authenticated by the
Trust
Administrator
on
behalf
of
the
Trustee
for
the
benefit
of
the
Certificateholders
in substantially
the form or forms attached as Exhibits A
through F hereto.
Certificate
Account:
The separate
Eligible
Account created and
maintained
with the Trust
Administrator,
or any other bank or trust company
acceptable to the Rating Agencies which is incorporated
under the laws of the
United States or any state
thereof
pursuant to
Section 3.05,
which account
shall bear a designation
clearly
indicating that the funds deposited therein
are held in trust for the
benefit
of the Trust
Administrator,
as agent for
the Trustee, on behalf of the
Certificateholders or any other account serving
a
similar
function
acceptable
to
the
Rating
Agencies.
Funds
in
the
Certificate
Account may (i) be held uninvested without liability for interest
or
compensation
thereon or (ii) be
invested at the
direction
of the Trust
Administrator in Eligible
Investments and reinvestment
earnings thereon (net
of
investment
losses)
shall
be
paid
to the
Trust
Administrator.
Funds
deposited in the Certificate
Account
(exclusive of the amounts
permitted to
be
withdrawn
pursuant
to
Section 3.08(b))
shall be held in trust
for the
Certificateholders.
Certificate
Balance:
With
respect
to
any
Certificate
at any
date,
the maximum
dollar amount of principal to which the Holder
thereof is
then entitled hereunder,
such amount being equal to the Denomination
thereof
(i) minus all
distributions
of principal and allocations of Realized Losses,
including
Excess Losses or Applied Loss Amounts,
as
applicable,
previously
made or
allocated
with respect
thereto and, in the case of the
Class 5-A-2
Certificates
and any
Subordinate
Certificates,
reduced by any such amounts
allocated to such Class on prior
Distribution
Dates pursuant to Section 4.02
and
(ii) plus the amount of any increase to the
Certificate
Balance of such
Certificate pursuant to Section 4.03.
With
respect
to
each
Class 5-X
Certificate,
on any
date
of
determination,
an amount equal to the Percentage
Interest
evidenced by such
Certificate
multiplied by an amount equal to (i) the
excess,
if any, of (A)
the
Aggregate
Loan
Group
Balance
for
Loan
Group 5
as of
such
date of
determination,
over (B) the then
aggregate
Class
Principal
Balance of the
Group 5 Senior Certificates and Class M
Certificates then outstanding,
which
represents
the sum of
(i) the
initial
principal
balance
of the
REMIC IV
Regular Interest 5-X-PO,
as reduced by Realized Losses allocated
thereto and
payments
deemed made thereon,
and
(ii) accrued
and unpaid
interest on the
REMIC IV
Regular
Interest
5-X-IO,
as reduced by Realized Losses
allocated
thereto.
Certificate
Group:
Any
of
Certificate
Group 1,
Certificate
Group 2,
Certificate
Group 3,
Certificate
Group 4,
Certificate Group 5 or
Certificate Group 6, as applicable.
Certificate
Group 1:
Any
of
the
Certificates
with
a
Class designation beginning with "1" and relating to Loan Group 1.
Certificate
Group 2:
Any
of
the
Certificates
with
a
Class designation beginning with "2" and relating to Loan Group 2.
Certificate
Group 3:
Any
of
the
Certificates
with
a
Class designation beginning with "3" and relating to Loan Group 3.
Certificate
Group 4:
Any
of
the
Certificates
with
a
Class designation beginning with "4" and relating to Loan Group 4.
Certificate
Group 5:
Any
of
the
Certificates
with
a
Class designation beginning with "5" and relating to Loan Group 5.
Certificate
Group 6:
Any
of
the
Certificates
with
a
Class designation beginning with "6" and relating to Loan Group 6.
Certificateholder
or
Holder:
The
Person
in
whose
name
a
Certificate is registered in the Certificate Register.
Certificate
Index: With respect to each Distribution Date and the
LIBOR
Certificates,
the rate for one month
United
States
dollar
deposits
quoted on Telerate
Page 3750 as of 11:00 A.M.,
London
time,
on the related
Interest
Determination Date relating to each Class of LIBOR Certificates.
If
such rate does not
appear on such
page (or such
other
page as may
replace
that page on that
service,
or if such
service
is no longer
offered,
such
other service for
displaying
one month LIBOR or
comparable
rates as may be
reasonably
selected
by
the
Trust
Administrator
after
consultation
with
DLJMC),
the
rate
will
be the
related
Reference
Bank
Rate.
If no
such
quotations
can be obtained and no related
Reference
Bank Rate is available,
the
Certificate
Index
with
respect to the LIBOR
Certificates
will be the
Certificate
Index
applicable
to
such
Certificates
on
the
preceding
Distribution Date.
On the Interest
Determination
Date
immediately
preceding
each
Distribution
Date, the Trust
Administrator
shall determine each Certificate
Index for the Accrual Period
commencing on such
Distribution Date and inform
the Master Servicer and each Servicer of such rate.
Certificate
Margin: As to each Class of LIBOR
Certificates,
the
applicable amount set forth below:
Certificate Margin
Class
(1)
(2)
5-A-1
0.260%
0.520%
5-A-2
0.320%
0.640%
6-A-1
0.270%
0.540%
6-A-2-1
0.250%
0.500%
6-A-2-2
0.320%
0.640%
5-M-1
0.480%
0.980%
5-M-2
0.670%
1.170%
5-M-3
1.300%
1.800%
5-M-4
1.900%
2.400%
5-M-5
2.200%
2.700%
6-B-1
0.500%
1.000%
6-B-2
0.650%
1.150%
6-B-3
1.250%
1.750%
___________
------------------------------------------------------------------------------
(1) On and
prior to the
first
Distribution
Date on which
the related Optional Termination may occur.
(2) After the first
Distribution
Date on which the related
Optional Termination may occur.
Certificate
Register:
The
register
maintained
pursuant
to
Section 6.02(a) hereof.
Class:
All
Certificates
bearing the same class
designation
as
set forth in the Preliminary Statement.
Class 5-M-1
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x) the
sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior
Certificates,
after
giving
effect to payments on such
Distribution
Date and (ii) the
Class
Principal
Balance of the
Class 5-M-1
Certificates
immediately
prior to such Distribution Date exceeds (y) the lesser of (A) the
product of
(i) 88.90%
and
(ii) the
Aggregate
Loan Group
Balance for Loan
Group 5
for such
Distribution
Date
and (B) the
amount,
if any,
by which
(i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 5
as of the Initial Cut-off Date.
Class 5-M-2
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x) the
sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior Certificates and Class 5-M-1
Certificates,
in each case, after giving
effect to payments on such
Distribution
Date and
(ii) the
Class
Principal
Balance
of
the
Class 5-M-2
Certificates
immediately
prior
to
such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) 93.30% and
(ii) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution
Date
and (B) the
amount,
if any,
by which
(i) the
Aggregate
Loan
Group
Balance for Loan Group 5 for such Distribution Date exceeds
(ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 5 as of the Initial
Cut-off Date.
Class 5-M-3
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x) the
sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior Certificates,
Class 5-M-1 and Class 5-M-2 Certificates,
in each case,
after giving effect to payments on such
Distribution
Date and (ii) the Class
Principal
Balance of the Class 5-M-3
Certificates
immediately prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of (i) 96.30% and
(ii) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution
Date
and (B) the
amount,
if any,
by which
(i) the
Aggregate
Loan
Group
Balance for Loan Group 5 for such Distribution Date exceeds
(ii) 0.50% of the
Aggregate Loan Group Balance for Loan Group 5 as of the Initial
Cut-off Date.
Class 5-M-4
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x) the
sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior Certificates,
Class 5-M-1,
Class 5-M-2 and Class 5-M-3
Certificates,
in each case,
after giving effect to payments on such
Distribution
Date and
(ii) the Class Principal Balance of the Class 5-M-4
Certificates
immediately
prior to such
Distribution
Date exceeds (y) the lesser of (A) the product of
(i) 97.30%
and
(ii) the
Aggregate
Loan Group
Balance for Loan Group 5 for
such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate
Loan
Group
Balance
for Loan
Group 5
for such
Distribution
Date
exceeds
(ii) 0.50%
of the
Aggregate
Loan Group
Balance for Loan
Group 5 as of the
Initial Cut-off Date.
Class 5-M-5
Principal
Payment Amount:
For any Distribution Date
on or after the Stepdown
Date and as long as a Trigger Event has not occurred
with respect to such
Distribution
Date, will be the amount, if any, by which
(x) the
sum of (i) the
aggregate
Class
Principal
Balance
of the
Group 5
Senior
Certificates,
Class 5-M-1,
Class 5-M-2,
Class 5-M-3 and Class 5-M-4
Certificates,
in
each
case,
after
giving
effect
to
payments
on
such
Distribution
Date and (ii) the
Class
Principal
Balance of the
Class 5-M-5
Certificates
immediately
prior to such
Distribution
Date
exceeds
(y) the
lesser of (A) the
product of
(i) 98.30%
and (ii) the
Aggregate
Loan Group
Balance for Loan
Group 5 for such
Distribution
Date and (B) the amount,
if
any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Initial Cut-off Date.
Class 5-X
Distributable
Amount: With respect to any Distribution
Date and the
Class 5-X
Certificates,
to the
extent of any
Monthly
Excess
Cashflow
remaining
on such
Distribution
Date
after
the
distribution
of
amounts pursuant to Section 4.01(II)(d)(i)-(xi),
the sum of (a) the amount of
interest
accrued
during
the
related
Accrual
Period
on
the
Class 5-X
Certificates
(as
described
in
the
Preliminary
Statement)
and
(b) the
Overcollateralization Release Amount, if any, for such Distribution
Date.
Class 5-X
Notional
Amount:
With
respect
to
the
Class 5-X
Certificates or REMIC IV Regular
Interest 5-X-IO and any
Distribution
Date,
the
aggregate
of the
Uncertificated
Principal
Balances
of
the
REMIC II
Regular
Interests
LT1,
LT2,
LT3
and
LT4
immediately
prior
to
such
Distribution
Date,
(which for
clarification
is equal to the Aggregate Loan
Group
Balance for Loan Group 5 as of the first day of the related
Collection
Period
(excluding any such Mortgage Loans that were subject to a Payoff,
the
principal of which was
distributed
on the
Distribution
Date
preceding the
current Distribution Date)).
Class 6-B
Certificates:
As
specified
in
the
Preliminary
Statement.
Class 6-B
Credit Support
Depletion Date: The first
Distribution
Date
on
which
the
aggregate
Class
Principal
Balance
of
the
Class 6-B
Certificates has been or will be reduced to zero.
Class 6-B
Percentage:
With respect to any Distribution Date, the
aggregate Class Principal
Balance of the Class 6-B
Certificates
immediately
prior to such
Distribution
Date divided by the Aggregate
Loan Group Balance
for
Loan
Group 6
as of
the
first
day of the
related
Collection
Period
(excluding
any such
Mortgage
Loans
that
were
subject
to a
Payoff,
the
principal of which was
distributed
on the
Distribution
Date
preceding the
current Distribution Date).
Class 6-X
Distribution
Amount:
For any
Distribution
Date,
an
amount equal to the sum of the Component
6-X-A
Distribution
Amount for such
Distribution
Date
and the
Component
6-X-B
Distribution
Amount
for
such
Distribution Date.
Class 6-X
Notional
Amount:
For
any
Distribution
Date,
the
aggregate
Class
Principal
Balance
of
the
Group 6
LIBOR
Certificates
immediately
prior to that
Distribution
Date. The Class 6-X
Notional Amount
as of the Closing Date is $237,730,000.
Class 6-X
Pass-Through
Rate: For any
Distribution
Date and the
Class 6-X
Certificates,
will
be a
per
annum
rate
equal
to a
fraction,
expressed as a
percentage,
the
numerator of which is the product of (1) the
Class 6-X
Distribution
Amount for such Distribution Date and (2) 12, and the
denominator of which is the Class 6-X
Notional
Amount for such
Distribution
Date.
Class A Certificates:
As specified in the Preliminary Statement.
Class B Certificates:
As specified in the Preliminary Statement.
Class C-B
Certificates:
As
specified
in
the
Preliminary
Statement.
Class C-B
Credit Support
Depletion Date: The first
Distribution
Date
on
which
the
aggregate
Class
Principal
Balance
of
the
Class C-B
Certificates has been or will be reduced to zero.
Class C-B
Percentage:
With respect to any Distribution Date, the
aggregate Class Principal
Balance of the Class C-B
Certificates
immediately
prior
to
such
Distribution
Date
divided
by
the
Aggregate
Groups 1-4
Collateral
Balance
as of the
first
day of the
related
Collection
Period
(excluding
any such
Mortgage
Loans
that
were
subject
to a
Payoff,
the
principal of which was
distributed
on the
Distribution
Date
preceding the
current Distribution Date).
Class Interest
Shortfall:
With respect to any Distribution
Date
and
Class of
Group 1,
Group 2,
Group 3,
Group 4,
Group
6 and
Class C-B
Certificates,
the amount by which the amount
described in clause
(i) of the
definition of Interest
Distribution Amount for such Class, exceeds the amount
of interest actually distributed on such Class on such Distribution
Date.
Class M Certificates: The Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4 and Class 5-M-5 Certificates.
Class Notional
Amount:
The
Class 5-X
Notional
Amount
or
the
Class 6-X Notional Amount, as applicable.
Class Principal
Balance:
With respect to any Class and as to any
date of
determination,
the
aggregate
of the
Certificate
Balances
of all
Certificates of such Class as of such date.
Class Unpaid
Interest
Amounts:
With respect to any Distribution
Date
and
Class of
interest
bearing
Group 1,
Group 2,
Group 3,
Group 4,
Group 6
and
Class C-B
Certificates,
the
amount
by
which
the
aggregate
Class Interest
Shortfalls for such Class on prior
Distribution Dates exceeds
the amount
distributed on such Class on prior
Distribution Dates pursuant to
clause (ii) of the definition of Interest Distribution Amount.
Class Y Principal
Reduction
Amounts:
For any Distribution Date,
the
amounts by which the
Uncertificated
Principal
Balances
of the Class Y
Regular
Interests will be reduced on such Distribution Date by the
allocation
of Realized Losses and the distribution of principal,
determined as described
in Appendix A.
Class Y Regular
Interests:
The Class Y-1,
Class Y-2,
Class Y-3
and Class Y-4 Regular Interests.
Class Y-1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-1
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-1 Regular Interest on such Distribution
Date.
Class Y-1
Principal
Reduction
Amount:
The
Class Y
Principal
Reduction Amount for the Class Y-1 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-1
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Y-2
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-2
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-2 Regular Interest on such Distribution
Date.
Class Y-2
Principal
Reduction
Amount:
The
Class Y
Principal
Reduction Amount for the Class Y-2 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-2
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Y-3
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-3
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-3 Regular Interest on such Distribution
Date.
Class Y-3
Principal
Reduction
Amount:
The
Class Y
Principal
Reduction Amount for the Class Y-3 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-3
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Y-4
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Y-4
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Y-4 Regular Interest on such Distribution
Date.
Class Y-4
Principal
Reduction
Amount:
The
Class Y
Principal
Reduction Amount for the Class Y-4 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-4
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Z Principal
Reduction
Amounts:
For any Distribution Date,
the
amounts by which the
Uncertificated
Principal
Balances
of the Class Z
Regular
Interests will be reduced on such Distribution Date by the
allocation
of Realized Losses and the
distribution of principal,
which shall be in each
case the
excess of (A) the sum of
(x) the
excess of the
REMIC I
Available
Distribution
Amount for the related
Group (i.e.
the "related Group" for the
Class Z-1
Regular
Interest is the Group 1 Loans, the "related Group" for the
Class Z-2
Regular
Interest is the Group 2 Loans, the "related Group" for the
Class Z-3
Regular
Interest is the Group 3 Loans and the "related
Group" for
the
Class Z-4
Regular
Interest
is
the
Group 4
Loans)
exclusive
of any
Recoveries
included
therein over the amounts
thereof
distributable
(i) in
respect of interest on such Class Z
Regular
Interest and the related Class Y
Regular
Interest and (ii) in the case of the Group 1 Loans, to the Class
AR-L
Certificates
and (y) the amount of Realized Losses allocable to principal for
the related
Group over
(B) the Class Y
Principal
Reduction
Amount for the
related Group.
Class Z Regular
Interests:
The Class Z-1,
Class Z-2,
Class Z-3
and Class Z-4 Regular Interests.
Class Z-1
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-1
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-1 Regular Interest on such Distribution
Date.
Class Z-1
Principal
Reduction
Amount:
The
Class Z
Principal
Reduction Amount for the Class Z-1 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-1
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Z-2
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-2
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-2 Regular Interest on such Distribution
Date.
Class Z-2
Principal
Reduction
Amount:
The
Class Z
Principal
Reduction Amount for the Class Z-2 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-2
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Z-3
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-3
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-3 Regular Interest on such Distribution
Date .
Class Z-3
Principal
Reduction
Amount:
The
Class Z
Principal
Reduction Amount for the Class Z-3 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-3
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Class Z-4
Principal
Distribution
Amount:
For any
Distribution
Date,
the excess,
if any, of the Class Z-4
Principal
Reduction
Amount for
such
Distribution
Date
over
the
principal
portion
of
Realized
Losses
allocated to the Class Z-4 Regular Interest on such Distribution
Date.
Class Z-4
Principal
Reduction
Amount:
The
Class Z
Principal
Reduction Amount for the Class Z-4 Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-4
Regular
Interest:
The
uncertificated
undivided
beneficial
interest in REMIC I which
constitutes a REMIC I Regular
Interest
and is entitled to distributions as set forth herein.
Clearing
Agency:
An
organization
registered
as
a
"clearing
agency"
pursuant to Section 17A
of the
Securities
Exchange Act of 1934, as
amended,
which initially shall be DTC, the nominee of which is Cede &
Co., as
the
registered
Holder of the Book Entry
Certificates.
The Clearing
Agency
shall
at all
times be a
"clearing
corporation"
as
defined
in
Section 8
102(a)(5) of the Uniform Commercial Code of the State of New York.
Closing Date:
September 30, 2005.
Code:
The Internal Revenue Code of 1986, as amended.
Collection Account:
The accounts
established and maintained by a
Servicer in accordance with Section 3.05.
Collection
Period:
With respect to each
Distribution
Date, the
period
commencing
on the second day of the month
preceding the month of the
Distribution
Date
and
ending
on
the
first
day
of
the
month
of
the
Distribution Date.
Commencement
of
Foreclosure:
The first official action required
under
local
law
to
commence
foreclosure
proceedings
or
to
schedule
a
trustee's
sale
under
a deed
of
trust,
including:
(i) in
the
case of a
mortgage,
any filing or service of process necessary to commence an action to
foreclose;
or (ii) in the case of a deed of trust,
the posting,
publishing,
filing or delivery of a notice of sale.
Compensating
Interest Payment:
For any Distribution Date and the
WMB Serviced
Mortgage Loans,
the lesser of (i) the
aggregate
Servicing Fee
payable
to WMB in
respect
of the
WMB
Serviced
Mortgage
Loans
for
such
Distribution
Date
and
(ii) the
aggregate
Prepayment
Interest
Shortfall
allocable
to
Payoffs
and
Curtailments
with
respect
to the WMB
Serviced
Mortgage Loans.
For any
Distribution
Date and the SPS Serviced
Mortgage
Loans,
the lesser of (i) the
aggregate
Servicing
Fee
payable to SPS in respect of
the SPS
Serviced
Mortgage
Loans
for such
Distribution
Date and
(ii) the
aggregate
Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the SPS Serviced Mortgage Loans.
For any
Distribution
Date and the Wells Fargo Serviced
Mortgage
Loans,
the lesser of (i) the
aggregate
Servicing Fee payable to Wells Fargo
in respect of the Wells Fargo Serviced
Mortgage
Loans for such
Distribution
Date
and
(ii) the
aggregate
Prepayment
Interest
Shortfall
allocable
to
Payoffs and
Curtailments
with respect to the Wells Fargo
Serviced
Mortgage
Loans.
For
any
Distribution
Date
and
the
Master
Servicer,
the
Compensating Interest Payment shall be equal to:
(a)
with respect to the WMB Serviced
Mortgage Loans,
the excess of (i) the
Compensating
Interest
Payment
required to be remitted by WMB for such
Distribution Date over (ii) the
Compensating
Interest Payment actually
remitted by WMB for such Distribution Date;
(b)
with respect to the SPS Serviced
Mortgage Loans,
the excess of (i) the
Compensating
Interest
Payment
required to be remitted by SPS for such
Distribution Date over (ii) the
Compensating
Interest Payment actually
remitted by SPS for such Distribution Date;
(c)
with respect to the Wells Fargo Serviced
Mortgage Loans,
the excess of
(i) the
Compensating
Interest Payment required to be remitted by Wells
Fargo for such
Distribution
Date over (ii) the
Compensating
Interest
Payment actually remitted by Wells Fargo for such Distribution
Date;
(d)
with respect to the PHH Mortgage
Serviced Mortgage Loans, the excess of
(i) the
Compensating
Interest
(as
defined
in
the
PHH
Mortgage
Underlying
Servicing Agreement) required to be remitted by PHH Mortgage
on the
Remittance
Date
(as
defined
in the PHH
Mortgage
Underlying
Servicing
Agreement)
in the
month
of
such
Distribution
Date
over
(ii) the
Compensating
Interest
(as
defined
in
the
PHH
Mortgage
Underlying
Servicing
Agreement)
actually
remitted by PHH Mortgage on
the
Remittance
Date
(as
defined
in
the
PHH
Mortgage
Underlying
Servicing Agreement) in the month of such Distribution Date;
(e)
with respect to the National City Serviced
Mortgage
Loans,
the excess
of
(i) the
Compensating
Interest
(as
defined in the
National
City
Underlying
Servicing
Agreement)
required
to be
remitted by National
City on the Remittance
Date (as defined in the National City Underlying
Servicing
Agreement)
in the
month
of
such
Distribution
Date
over
(ii) the
Compensating
Interest
(as
defined
in
the
National
City
Underlying
Servicing
Agreement)
actually remitted by National City on
the
Remittance
Date
(as
defined
in
the
National
City
Underlying
Servicing Agreement) in the month of such Distribution Date;
(f)
with
respect to the
IndyMac
Serviced
Mortgage
Loans,
the excess of
(i) the
Compensating
Interest
(as defined in the
IndyMac
Underlying
Servicing
Agreement)
required
to
be
remitted
by
IndyMac
on
the
Remittance
Date
(as
defined
in
the
IndyMac
Underlying
Servicing
Agreement)
in
the
month
of
such
Distribution
Date
over
(ii) the
Compensating
Interest (as defined in the IndyMac
Underlying
Servicing
Agreement)
actually
remitted
by
IndyMac on the
Remittance
Date (as
defined in the IndyMac Underlying
Servicing
Agreement) in the month of
such Distribution Date;
(g)
with respect to the GMAC Mortgage
Serviced
Mortgage Loans,
the excess
of
(i) the
Compensating
Interest
(as
defined
in the GMAC
Mortgage
Underlying
Servicing
Agreement)
required
to
be
remitted
by
GMAC
Mortgage
on the
Remittance
Date
(as
defined
in the
GMAC
Mortgage
Underlying
Servicing
Agreement) in the month of such Distribution Date
over
(ii) the
Compensating
Interest (as defined in the GMAC
Mortgage
Underlying
Servicing
Agreement)
actually remitted by GMAC Mortgage on
the
Remittance
Date
(as
defined
in
the
GMAC
Mortgage
Underlying
Servicing Agreement) in the month of such Distribution Date;
(h)
with respect to the Countrywide
Serviced
Mortgage Loans, the excess of
(i) the Compensating
Interest (as defined in the Countrywide
Servicing
Agreement)
required
to be remitted by
Countrywide
on the
Remittance
Date (as defined in the
Countrywide
Servicing
Agreement) in the month
of such Distribution Date over (ii) the amount of Compensating
Interest
(as defined in the Countrywide
Servicing
Agreement)
actually remitted
by
Countrywide on the
Remittance
Date (as defined in the
Countrywide
Servicing Agreement) in the month of such Distribution Date; and
(i)
with respect to the EverBank
Serviced Mortgage Loans, the excess of (i)
the
Compensating
Interest
(as
defined
in
the
EverBank
Servicing
Agreement)
required to be remitted by EverBank on the
Remittance
Date
(as defined in the EverBank
Servicing
Agreement)
in the month of such
Distribution
Date over (ii) the
amount of
Compensating
Interest
(as
defined
in the
EverBank
Servicing
Agreement)
actually
remitted
by
EverBank on the
Remittance
Date (as defined in the EverBank
Servicing
Agreement) in the month of such Distribution Date.
Component 6-X-A
Distribution
Amount:
For any Distribution Date,
an
amount
equal
to
interest
that
would
accrue
at the
Component
6-X-A
Pass-Through
Rate on the Component
6-X-A Notional
Amount for a period equal
to the Accrual
Period for the Class 6-A
Certificates
for such
Distribution
Date.
Component 6-X-A Notional
Amount:
For any
Distribution
Date, an
amount
equal
to the
aggregate
Class
Principal
Balance
of the
Class 6-A
Certificates immediately prior to that Distribution Date.
Component 6-X-A
Pass-Through
Rate: For any Distribution
Date, a
per annum rate equal to the
excess,
if any,
of the Group 6 Net WAC Rate for
that
Distribution
Date, over the weighted average of the Pass-Through
Rates
of the Class 6-A Certificates for that Distribution Date.
Component 6-X-B
Distribution
Amount:
For any Distribution Date,
an
amount
equal
to
interest
that
would
accrue
at the
Component
6-X-B
Pass-Through
Rate on the Component
6-X-B Notional
Amount for a period equal
to the
Accrual
Period
for
the
Class 6-B-1,
Class 6-B-2
and
Class 6-B-3
Certificates for such Distribution Date.
Component 6-X-B Notional
Amount:
For any
Distribution
Date, an
amount equal to the
aggregate
Class
Principal
Balance of the
Class 6-B-1,
Class 6-B-2
and
Class 6-B-3
Certificates
immediately
prior
to
that
Distribution Date.
Component 6-X-B
Pass-Through
Rate: For any Distribution
Date, a
per annum rate equal to the
excess,
if any,
of the Group 6 Net WAC Rate for
that
Distribution
Date, over the weighted average of the Pass-Through
Rates
of
the
Class 6-B-1,
Class 6-B-2
and
Class 6-B-3
Certificates
for
that
Distribution Date.
Cooperative
Corporation:
With respect to any
Cooperative
Loan,
the cooperative
apartment
corporation
that holds legal title to the related
Cooperative
Property
and
grants
occupancy
rights
to
units
therein
to
stockholders through Proprietary Leases or similar arrangements.
Cooperative
Lien
Search:
A search
for
(a) federal
tax liens,
mechanics'
liens,
lis
pendens,
judgments
of record or
otherwise
against
(i) the
Cooperative
Corporation and (ii) the seller of the Cooperative Unit,
(b) filings
of
Financing
Statements
and
(c) the
deed of the
Cooperative
Property into the Cooperative Corporation.
Cooperative
Loan: A Mortgage Loan that is secured by a first lien
on and a perfected
security
interest in
Cooperative
Shares and the related
Proprietary Lease granting exclusive rights to occupy the related
Cooperative
Unit in the building owned by the related Cooperative Corporation.
Cooperative
Property:
With respect to any Cooperative
Loan, all
real property and
improvements
thereto and rights
therein and thereto owned
by a Cooperative
Corporation
including without limitation the land, separate
dwelling units and all common elements.
Cooperative
Shares:
With respect to any
Cooperative
Loan,
the
shares
of stock
issued
by a
Cooperative
Corporation
and
allocated
to a
Cooperative Unit and represented by stock certificates.
Cooperative
Unit:
With
respect
to
any
Cooperative
Loan,
a
specific unit in a Cooperative Property.
Corporate
Trust
Office:
With
respect
to
the
Trustee,
the
designated
office
of the
Trustee
at
which
at
any
particular
time
its
corporate
trust
business
with
respect
to
this
Agreement
shall
be
administered,
which office at the date of the execution of this
Agreement is
located
at 60
Livingston
Avenue,
St.
Paul,
Minnesota
55107,
Attention:
Corporate
Trust-Structured
Finance. With respect to the Trust Administrator,
the designated
office of the Trust
Administrator
at which at any particular
time its
corporate
trust
business with respect to this
Agreement
shall be
administered,
which office at the date of the execution of this
Agreement is
located at 9062 Old Annapolis Road, Columbia,
MD 21045,
Attention: CSFB ARMT
2005-10,
except
for
purposes
of
Section 6.06
and
certificate
transfer
purposes,
such
term
shall
mean
the
office
or
agency
of
the
Trust
Administrator
located at Wells Fargo
Bank,
N.A.,
6th Street and
Marquette
Avenue, Minneapolis, Minnesota
55479, Attention: CSFB ARMT 2005-10.
Countrywide:
Countrywide
Home
Loans
Servicing
LP,
and
its
successors and assigns.
Countrywide
Serviced
Mortgage
Loans:
The
Mortgage
Loans
identified as such on the Mortgage Loan
Schedule,
for which
Countrywide
is
the applicable Designated Servicer.
Countrywide
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing Agreement dated as of September 1,
2005 among DLJMC,
Countrywide and the Master
Servicer,
and acknowledged by the Trustee and the
Trust Administrator.
Countrywide
Underlying
Servicing
Agreement:
The
"Servicing
Agreement" referred to in the Countrywide Reconstituted Servicing
Agreement.
Current
Interest:
For any Class of Group 5
Certificates,
other
than
the
Class 5-X
Certificates,
and
Distribution
Date,
the
amount
of
interest
accruing at the
applicable
Pass-Through
Rate on the related Class
Principal Balance of such
Class during the related Accrual Period;
provided,
that as to each Class of
Group 5
Certificates
the Current Interest shall be
reduced by a pro rata
portion of any
Interest
Shortfalls
to the extent not
covered by Monthly Excess Interest.
Curtailment:
Any payment of
principal on a Mortgage
Loan,
made
by or on behalf of the related
Mortgagor,
other than a Scheduled
Payment, a
prepaid
Scheduled
Payment
or a
Payoff,
which is
applied
to
reduce
the
outstanding Stated Principal Balance of the Mortgage Loan.
Custodial
Agreement:
An agreement,
dated as of the date hereof,
among a custodian, the Trustee and the Trust Administrator,
pursuant to which
such custodian agrees to hold any of the documents or instruments
referred to
in
Section 2.01
of this
Agreement as agent for the Trustee.
As of the date
hereof,
the Custodians shall act pursuant to the LaSalle Custodial
Agreement
and the Wells Fargo Custodial Agreement, as applicable.
Custodian:
A
custodian
which
is
appointed
pursuant
to
a
Custodial
Agreement.
Any Custodian so appointed shall act as agent on behalf
of the Trustee,
and shall be
compensated
by the Trust
Administrator
or as
otherwise specified therein.
Initially,
LaSalle shall serve as Custodian for
the Mortgage
Loans
described in the LaSalle
Custodial
Agreement
and Wells
Fargo shall serve as Custodian for the Mortgage
Loans
described in the Wells
Fargo Custodial Agreement.
Cut-off Date: For any Initial
Mortgage Loan, the Initial
Cut-off
Date. For any Subsequent
Mortgage
Loan,
the applicable
Subsequent
Cut-off
Date.
Cut-off
Date
Principal
Balance:
With
respect to any
Mortgage
Loan, the Stated Principal
Balance thereof as of the close of business on the
Cut-off Date.
Data Remittance Date: With respect to any
Distribution
Date, the
10th calendar day of the month in which such
Distribution
Date occurs, or if
such 10th day is not a Business
Day, the Business Day
immediately
following
such 10th day .
DBRS:
Dominion
Bond
Rating
Service,
Inc.
or
any
successor
thereto.
Debt Service
Reduction:
With respect to a Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan
Group 3,
Loan
Group 4
or
Loan
Group 6,
a
reduction
by a court of
competent
jurisdiction
in a
proceeding
under the
Bankruptcy
Code in the Scheduled
Payment for such Mortgage Loan which became
final and non appealable,
except such a reduction
resulting from a Deficient
Valuation
or
any
reduction
that
results
in a
permanent
forgiveness
of
principal.
Debt Service
Reduction
Mortgage
Loan:
Any
Mortgage
Loan that
became the subject of a Debt Service Reduction.
Deficient
Valuation:
With respect to any
Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan
Group 3,
Loan
Group 4
or
Loan
Group 6,
a
valuation by a court of competent
jurisdiction
of the Mortgaged
Property in
an
amount
less than the then
outstanding
indebtedness
under the
Mortgage
Loan,
or
that
results
in
a
permanent
forgiveness
of
principal,
which
valuation in either case results from a proceeding under the
Bankruptcy Code.
Deferred
Amount:
For
any
Class of
Group 5
Subordinate
Certificates
(other
than
the
Class 5-X
Certificates)
and
Class 5-A-2
Certificates
and
Distribution
Date,
will equal the amount by which (x) the
aggregate of the Applied Loss Amounts
previously
applied in reduction of the
Class Principal
Balance
thereof exceeds (y) the sum of (i) the
aggregate of
amounts
previously paid in reimbursement
thereof and
(ii) amounts
added to
the Class Principal
Balances thereof pursuant to
Section 4.03(a)(ii) on
all
prior Distribution Dates, including such Distribution Date.
Definitive Certificate:
As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency
Rate:
With
respect to any
Distribution
Date,
the
fraction,
expressed as a percentage,
the numerator of which is the aggregate
outstanding
principal
balance of all
Mortgage
Loans in Loan
Group 5 60 or
more days
delinquent
(including all
foreclosures
and REO Properties) as of
the close of business on the last day of such month,
and the
denominator
of
which is the Aggregate
Loan Group Balance for Loan Group 5 as of the close of
business on the last day of such month.
Denomination:
With
respect to each
Certificate,
the amount set
forth
on the
face
thereof
as the
"Initial
Certificate
Balance
of
this
Certificate"
or the
"Initial
Notional
Amount of this
Certificate"
or, if
neither
of the
foregoing,
the
percentage
interest
appearing
on the face
thereof.
Deposit
Amount:
As
defined
in
Section 4.10(e) or
Section 4.11(e) herein, as applicable.
Depositor:
Credit Suisse First Boston Mortgage
Securities Corp.,
a Delaware corporation, or its successor in interest.
Depository
Agreement:
The Letter of
Representation
dated as of
the Closing Date by and among DTC, the Depositor
and the Trust
Administrator
for the benefit of the Trustee.
Designated
Mortgage
Loans:
The PHH Mortgage
Serviced
Mortgage
Loans,
unless any such
Mortgage
Loan is no longer
serviced by PHH Mortgage
under the PHH Mortgage
Reconstituted
Servicing Agreement,
the National City
Serviced
Mortgage Loans,
unless any such Mortgage Loan is no longer serviced
by National City under the National City
Reconstituted
Servicing
Agreement,
the IndyMac
Serviced
Mortgage
Loans,
unless any such
Mortgage
Loan is no
longer
serviced
by
IndyMac
under
the
IndyMac
Reconstituted
Servicing
Agreement,
the
GMAC
Mortgage
Serviced
Mortgage
Loans,
unless
any
such
Mortgage Loan is no longer
serviced by GMAC Mortgage
under the GMAC Mortgage
Reconstituted
Servicing
Agreement,
the Countrywide Serviced Mortgage Loans,
unless any such Mortgage Loan is no longer
serviced by Countrywide
under the
Countrywide
Servicing
Agreement and the EverBank
Serviced
Mortgage
Loans,
unless any such
Mortgage
Loan is no longer
serviced by
EverBank
under the
EverBank Servicing Agreement.
Designated
Servicer:
Each
of
PHH
Mortgage,
National
City,
IndyMac, GMAC Mortgage, Countrywide and EverBank.
Designated
Servicing
Agreements:
Each
of
the
PHH
Mortgage
Reconstituted
Servicing
Agreement,
National
City
Reconstituted
Servicing
Agreement,
IndyMac
Reconstituted
Servicing
Agreement,
GMAC
Mortgage
Reconstituted
Servicing
Agreement,
Countrywide
Reconstituted
Servicing
Agreement and EverBank Reconstituted Servicing Agreement.
Determination
Date:
With respect to each
Distribution
Date and
(i) each
Servicer
(other
than Wells
Fargo),
the 10th day of the
calendar
month in which
such
Distribution
Date
occurs or, if such 10th day is not a
Business Day, the Business Day
immediately
succeeding
such Business Day and
(ii) Wells
Fargo,
the Business Day
immediately
preceding
the related Cash
Remittance Date.
Disqualified
Organization:
Any
organization
defined
as
a
"disqualified
organization"
under
Section 860E(e)(5)
of
the
Code,
which
includes any of the following:
(i) the United States,
any State or political
subdivision
thereof,
any possession of the United
States,
or any agency or
instrumentality of any of the foregoing (other than an
instrumentality
which
is a corporation if all of its
activities are subject to tax and,
except for
the FHLMC,
a
majority
of its board of
directors
is not
selected
by such
governmental
unit),
(ii) a
foreign
government,
any
international
organization,
or any
agency
or
instrumentality
of
any of the
foregoing,
(iii) any
organization (other than certain farmers' cooperatives described in
Section 521
of the Code) which is exempt from the tax imposed by Chapter 1 of
the Code
(including
the tax imposed by
Section 511 of the Code on unrelated
business
taxable
income),
(iv) rural
electric and
telephone
cooperatives
described
in
Section 1381(a)(2)(C)
of
the
Code,
(v) an
"electing
large
partnership"
within the
meaning of
Section 775
of the Code,
and
(vi) any
other Person so
designated by the Trust
Administrator
based upon an Opinion
of
Counsel
that the
holding
of an
Ownership
Interest
in a
Class AR
or
Class AR-L
Certificate
by such
Person
may cause
the
REMIC or any
Person
having an
Ownership
Interest in any Class of
Certificates
(other than such
Person) to incur a liability
for any federal tax imposed
under the Code that
would not
otherwise be imposed but for the Transfer of an Ownership
Interest
in a Class AR or
Class AR-L
Certificate
to such Person.
The terms
"United
States," "State" and "international
organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions.
Distribution
Date:
The 25th day of any
month,
or if such
25th
day is not a Business Day, the Business Day
immediately
following
such 25th
day, commencing in October 2005.
DLJMC: DLJ Mortgage
Capital,
Inc., a Delaware
corporation,
and
its successors and assigns.
DLJMC Mortgage
Loans:
The Mortgage
Loans
identified as such on
the Mortgage Loan Schedule for which DLJMC is the applicable
Seller.
DTC:
The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any
Distribution
Date,
the date on which
Scheduled
Payments
on such
Mortgage
Loan are due
which is either the first day of the month of such
Distribution
Date,
or if
Scheduled
Payments
on such
Mortgage
Loan are due on a day
other
than the
first day of the month, the date in the calendar month
immediately
preceding
the Distribution Date on which such Scheduled
Payments are due,
exclusive of
any days of grace.
Eligible
Account:
Either (i) an
account or accounts
maintained
with a federal or state
chartered
depository
institution
or trust
company
acceptable to the Rating
Agencies or (ii) an account or accounts the deposits
in
which
are
insured
by
the
FDIC
to
the
limits
established
by
such
corporation,
provided
that
any
such
deposits
not
so
insured
shall
be
maintained
in an account at a depository
institution
or trust company whose
commercial
paper or other short term debt
obligations
(or, in the case of a
depository
institution or trust company which is the principal
subsidiary of
a holding
company,
the commercial paper or other short term debt obligations
of such holding
company) have been rated by each Rating Agency in its highest
short term rating
category,
or (iii) a
segregated trust account or accounts
(which shall be a "special deposit account")
maintained with the Trustee, the
Trust
Administrator
or any
other
federal
or
state
chartered
depository
institution or trust company,
acting in its fiduciary
capacity,
in a manner
acceptable to the Trustee,
the Trust
Administrator
and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Institution:
An
institution
having the highest
short
term debt
rating,
and one of the two highest
long term debt
ratings of the
Rating Agencies or the approval of the Rating Agencies.
Eligible
Investments:
Any
one or more
of the
obligations
and
securities listed below:
1.
direct
obligations of, and obligations
fully guaranteed by, the United
States of
America,
or any
agency
or
instrumentality
of the
United
States of America the
obligations of which are backed by the full faith
and
credit
of the
United
States of
America;
or
obligations
fully
guaranteed
by, the United
States of
America;
the
FHLMC,
FNMA,
the
Federal Home Loan Banks or any agency or
instrumentality
of the United
States of America rated AA (or the
equivalent)
or higher by the Rating
Agencies;
2.
federal
funds,
demand and time deposits in,
certificates
of deposits
of, or bankers'
acceptances
issued by, any
depository
institution or
trust
company
incorporated
or organized
under the laws of the United
States of America or any state
thereof and subject to
supervision
and
examination by federal and/or state banking
authorities,
so long as at
the time of such
investment
or
contractual
commitment
providing for
such
investment
the
commercial
paper
or
other
short
term
debt
obligations of such depository
institution or trust company (or, in the
case
of
a
depository
institution
or
trust
company
which
is
the
principal
subsidiary
of a holding
company,
the
commercial
paper or
other short term debt
obligations of such holding company) are rated in
one of two of the highest
ratings by each of the Rating
Agencies,
and
the long term debt
obligations of such depository
institution or trust
company (or, in the case of a depository
institution
or trust
company
which is the principal
subsidiary of a holding
company,
the long term
debt
obligations
of such
holding
company) are rated in one of two of
the highest ratings, by each of the Rating Agencies;
3.
repurchase
obligations
with a term not to exceed 30 days with
respect
to any security
described in clause
(i) above
and entered into with a
depository
institution or trust company
(acting as a principal) in the
highest rated category by the Rating Agencies;
provided,
however, that
collateral
transferred
pursuant to such repurchase
obligation must be
of the type
described in clause
(i) above and must (A) be valued daily
at current
market price plus
accrued
interest,
(B) pursuant
to such
valuation,
be equal, at all times,
to 105% of the cash
transferred by
the Trustee or the Trust
Administrator in exchange for such collateral,
and (C) be
delivered to the Trustee or the Trust
Administrator
or, if
the Trustee or the Trust Administrator,
as applicable, is supplying the
collateral,
an agent for the
Trustee
or the Trust
Administrator,
in
such a manner as to accomplish
perfection of a security interest in the
collateral by possession of certificated securities;
4.
securities
bearing
interest
or
sold
at a
discount
issued
by
any
corporation
incorporated under the laws of the United States of America
or any state thereof which has a long term
unsecured debt rating in the
highest
available rating category of each of the Rating Agencies at the
time of such investment;
5.
commercial
paper having an original
maturity of less than 365 days and
issued by an
institution
having a short term
unsecured debt rating in
the highest
available rating category of each of the Rating Agencies at
the time of such investment;
6.
a
guaranteed
investment
contract
approved
by
each
of
the
Rating
Agencies and issued by an insurance company or other corporation
having
a long term
unsecured
debt
rating
in the
highest
available
rating
category of each of the Rating Agencies at the time of such
investment;
7.
money market funds (which may be 12b-1 funds as
contemplated
under the
rules
promulgated by the Securities and Exchange
Commission
under the
Investment
Company Act of 1940) having ratings in the highest available
rating
category of Moody's
and rated
"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 the Master
Servicer,
a
Servicer,
the Trustee or the
Trust
Administrator
and any such funds that are
managed by the Master
Servicer,
a Servicer,
the Trustee or the Trust
Administrator or their
respective
Affiliates
or for the
Master
Servicer,
a
Servicer,
the
Trustee or the Trust
Administrator or any Affiliate of such Person acts
as advisor,
as long as such money market funds
satisfy the criteria of
this subparagraph 7; and
8.
such other
investments
the
investment in which will not, as evidenced
by a letter from each of the Rating Agencies,
result in the downgrading
or withdrawal of the Ratings of the Certificates;
provided,
however,
that
no
such
instrument
shall
be
an
Eligible
Investment if such
instrument
evidences
either (i) a right to receive
only interest
payments with respect to the obligations
underlying such
instrument,
or (ii) both
principal and interest
payments derived from
obligations
underlying
such
instrument and the principal and interest
payments with respect to such instrument
provide a yield to maturity of
greater
than 120% of the yield to
maturity
at par of such
underlying
obligations.
ERISA:
The Employee
Retirement
Income
Security Act of 1974, as
amended.
ERISA-Qualifying
Underwriting:
A best efforts or firm commitment
underwriting or private placement that meets the requirements
(without regard
to the ratings requirements) of an Underwriter's Exemption.
ERISA
Restricted
Certificate:
As specified
in the
Preliminary
Statement.
Escrow
Account:
The
separate
account or
accounts
created and
maintained by a Servicer pursuant to Section 3.06.
Escrow
Payments:
With respect to any Mortgage
Loan, the amounts
constituting
ground
rents,
taxes,
mortgage
insurance
premiums,
fire and
hazard insurance
premiums,
and any other payments required to be escrowed by
the Mortgagor with the mortgagee
pursuant to the Mortgage,
applicable law or
any other related document.
Event of Default:
As defined in Section 8.01 hereof.
EverBank:
EverBank and its successors and assigns.
EverBank
Serviced
Mortgage Loans:
The Mortgage Loans identified
as such on the Mortgage Loan
Schedule,
for which
EverBank is the applicable
Designated Servicer.
EverBank
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing Agreement dated as of September 1,
2005 among DLJMC,
EverBank
and the Master
Servicer,
and
acknowledged
by the Trustee and the
Trust Administrator.
EverBank
Underlying
Servicing
Agreement:
The
"Servicing
Agreement" referred to in the EverBank Reconstituted Servicing
Agreement.
Excess
Loss:
The amount of any
(i) Fraud
Loss in excess of the
related
Fraud Loss Coverage
Amount on a Mortgage Loan in Loan Group 1,
Loan
Group 2,
Loan
Group 3
or Loan
Group 4
or
Loan
Group
6, as
applicable,
realized after the related Fraud Loss Coverage Termination Date,
(ii) Special
Hazard Loss in excess of the related
Special Hazard Loss Coverage Amount on a
Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3 or Loan Group 4 or
Loan
Group 6,
as
applicable,
realized
after the
related
Special
Hazard
Coverage
Termination Date or
(iii) Bankruptcy
Loss in excess of the related
Bankruptcy
Loss
Coverage
Amount on a Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan
Group 3
or Loan
Group 4
or
Loan
Group
6, as
applicable,
realized after the Bankruptcy Coverage Termination Date.
Expense
Fee
Rate:
As to
each
Mortgage
Loan,
the
sum of the
related
Servicing Fee Rate, the Trust
Administrator Fee Rate, if applicable,
and
the
rate at
which
the
premium
on a
Lender
Paid
Mortgage
Guaranty
Insurance Policy is calculated, if applicable.
Expense
Fees: As to each
Mortgage
Loan and
Distribution
Date,
the
sum of the
related
Servicing
Fee,
the
Trust
Administrator
Fee,
if
applicable,
and any premium on any Lender Paid
Mortgage
Guaranty
Insurance
Policy, if applicable.
FDIC:
The
Federal
Deposit
Insurance
Corporation,
or
any
successor thereto.
FHLMC:
The Federal Home Loan
Mortgage
Corporation,
a corporate
instrumentality
of the United States
created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Financing Statement: A financing statement,
as applicable,
filed
pursuant to the Uniform
Commercial Code to perfect a security interest in the
Cooperative Shares and Pledge Instruments.
FNMA:
The
Federal
National
Mortgage
Association,
a federally
chartered and privately
owned
corporation
organized and existing
under the
Federal National Mortgage Association Charter Act, or any successor
thereto.
Fraud Loan:
A
Liquidated
Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan Group 3,
Loan Group 4 or Loan Group 6 as to which a Fraud Loss
has occurred.
Fraud Loss
Coverage
Amount:
With respect to each of Loan Groups
1-4 and Loan Group 6,
the aggregate amount of Fraud Losses that are allocated
solely
to
the
related
Class B
Certificates,
as
of
the
Closing
Date,
$7,086,160
with
respect
to Loan
Groups
1-4
and
$2,407,396,
subject
to
reduction
from time to time by the amount of Fraud
Losses
allocated
to the
related Class B
Certificates.
In addition,
(a) on each anniversary prior to
the fifth
anniversary
of the Cut-off Date,
each Fraud Loss Coverage
Amount
will be reduced to an amount
equal to the lesser of (A) with
respect to Loan
Groups 1-4,
1.00% of the Aggregate
Groups 1-4
Collateral Balance as of such
date,
and with respect to Loan
Group 6,
1.00% of the
Aggregate
Loan Group
Balance for Loan Group 6 as of such date,
and
(B) the
excess of the related
Fraud Loss
Coverage
Amount as of the
preceding
anniversary
of the Cut-off
Date over the
cumulative
amount of Fraud Losses on the Mortgage Loans in the
related Loan
Group(s)
allocated to the related
Class B
Certificates
since
such
preceding
anniversary
or
the
Cut-off
Date,
and
(b) on
the
fifth
anniversary
of the Cut-off Date,
zero.
Each Fraud Loss Coverage
Amount may
be reduced
below the amount set forth
above for any
Distribution
Date with
the
consent of the Rating
Agencies as
evidenced
by a letter of each Rating
Agency to the Trust
Administrator
to the effect that any such reduction will
not result in a
downgrading
of the current
ratings
assigned to the related
Classes of Certificates rated by it.
Fraud Loss
Coverage
Termination
Date:
With
respect to each of
Loan Groups 1-4 and Loan
Group 6,
the point in time at which the
applicable
Fraud Loss Coverage Amount is reduced to zero.
Fraud Losses:
Realized
Losses on the
Liquidated
Mortgage Loans
in Loan Group 1,
Loan Group 2, Loan Group 3, Loan Group 4 and Loan Group 6 as
to which a loss is
sustained
by
reason
of a default
arising
from
fraud,
dishonesty or
misrepresentation in connection with the related Mortgage Loan,
including
a loss by
reason
of the
denial of
coverage
under
any
related
Mortgage
Guaranty
Insurance
Policy
because of such
fraud,
dishonesty
or
misrepresentation.
GMAC Mortgage:
GMAC Mortgage Corporation,
and its successors and
assigns.
GMAC
Mortgage
Serviced
Mortgage
Loans:
The
Mortgage
Loans
identified as such on the Mortgage Loan
Schedule,
for which GMAC Mortgage is
the applicable Servicer.
GMAC
Mortgage
Reconstituted
Servicing
Agreement:
That certain
Reconstituted
Servicing Agreement dated as of September 1,
2005 among DLJMC,
GMAC
Mortgage,
the
Master
Servicer
and
the
Trust
Administrator,
and
acknowledged by the Trustee.
GMAC
Mortgage
Underlying
Servicing
Agreement:
The
"Servicing
Agreement" referred to in the GMAC Mortgage Reconstituted Servicing
Agreement.
Gross
Margin:
With
respect
to any
Mortgage
Loan,
the
fixed
percentage
amount set forth in the
related
Mortgage
Note and the
Mortgage
Loan
Schedule
that
is
added
to the
Index
on
each
Adjustment
Date
in
accordance
with the terms of the related
Mortgage
Note to determine the new
Mortgage Rate for such Mortgage Loan.
Group:
When used with respect to the Mortgage Loans,
any of Loan
Group 1,
Loan
Group 2,
Loan
Group 3,
Loan
Group 4,
Loan Group 5 or Loan
Group 6,
or
with
respect
to the
Certificates,
the
Class or
Classes
of
Certificates that relate to the corresponding Group or Groups.
Group 1:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 1 or with
respect to the
Certificates,
the
Group 1 Certificates (as specified in the Preliminary Statement).
Group 1
Senior
Liquidation
Amount:
With
respect
to
any
Distribution
Date,
the
aggregate,
for each
Mortgage
Loan in Loan Group 1
which became a Liquidated
Mortgage Loan during the prior calendar
month,
of
the lesser of
(i) the
Group 1
Senior
Percentage
of the
Stated
Principal
Balance
of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 1
Senior
Percentage:
With
respect
to
any
Distribution
Date,
the
percentage
equivalent of a fraction the numerator of which is the
aggregate
Class
Principal
Balance of the Group 1
Certificates
immediately
prior to such
Distribution Date and the denominator of which is the aggregate
of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 1 as of
the
first
day
of the
related
Collection
Period
(excluding
any
Group 1
Mortgage
Loans that were
subject
to a Payoff,
the
principal
of which was
distributed
on the
Distribution
Date
preceding
the
current
Distribution
Date);
provided,
however,
in no event will the
Group 1
Senior
Percentage
exceed 100%.
Group 1
Senior
Principal
Distribution
Amount:
With respect to
any
Distribution
Date, the sum of (i) the
Group 1 Senior
Percentage of the
Principal
Payment
Amount
for
Loan
Group 1,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 1,
and (iii) the Group 1 Senior Liquidation Amount.
Group 1
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 1 Senior Percentage.
Group 2:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 2 or with
respect to the
Certificates,
the
Group 2 Certificates (as specified in the Preliminary Statement).
Group 2
Senior
Liquidation
Amount:
With
respect
to
any
Distribution
Date,
the
aggregate,
for each
Mortgage
Loan in Loan Group 2
which became a Liquidated
Mortgage Loan during the prior calendar
month,
of
the lesser of
(i) the
Group 2
Senior
Percentage
of the
Stated
Principal
Balance
of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 2
Senior
Percentage:
With
respect
to
any
Distribution
Date,
the
percentage
equivalent of a fraction the numerator of which is the
aggregate
Class
Principal
Balance of the Group 2
Certificates
immediately
prior to such
Distribution Date and the denominator of which is the aggregate
of the Stated
Principal
Balances of the Mortgage Loans in Loan Group 2 as of
the
first
day
of the
related
Collection
Period
(excluding
any
Group 2
Mortgage
Loans that were
subject
to a Payoff,
the
principal
of which was
distributed
on the
Distribution
Date
preceding
the
current
Distribution
Date);
provided,
however,
in no event will the
Group 2
Senior
Percentage
exceed 100%.
Group 2
Senior
Principal
Distribution
Amount:
With respect to
any
Distribution
Date, the sum of (i) the
Group 2 Senior
Percentage of the
Principal
Payment
Amount
for
Loan
Group 2,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 2,
and (iii) the Group 2 Senior Liquidation Amount.
Group 2
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 2 Senior Percentage.
Group 3:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 3 or with
respect to the
Certificates,
the
Group 3 Certificates (as specified in the Preliminary Statement).
Group 3
Senior
Liquidation
Amount:
With
respect
to
any
Distribution
Date,
the
aggregate,
for each
Mortgage
Loan in Loan Group 3
which became a Liquidated
Mortgage Loan during the prior calendar
month,
of
the lesser of
(i) the
Group 3
Senior
Percentage
of the
Stated
Principal
Balance
of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 3
Senior
Percentage:
With
respect
to
any
Distribution
Date,
the
percentage
equivalent of a fraction the numerator of which is the
aggregate
Class
Principal
Balance of the Group 3
Certificates
immediately
prior to such
Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan
Group 3,
as of
the first day of the related
Collection
Period
(excluding any such Mortgage
Loans that were subject to a Payoff,
the
principal of which was
distributed
on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 3 Senior Percentage exceed
100%.
Group 3
Senior
Principal
Distribution
Amount:
With respect to
any
Distribution
Date, the sum of (i) the
Group 3 Senior
Percentage of the
Principal
Payment
Amount
for
Loan
Group 3,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 3,
and (iii) the Group 3 Senior Liquidation Amount.
Group 3
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 3 Senior Percentage.
Group 4:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 4 or with
respect to the
Certificates,
the
Group 4 Certificates (as specified in the Preliminary Statement).
Group 4
Senior
Liquidation
Amount:
With
respect
to
any
Distribution
Date,
the
aggregate,
for each
Mortgage
Loan in Loan Group 4
which became a Liquidated
Mortgage Loan during the prior calendar
month,
of
the lesser of
(i) the
Group 4
Senior
Percentage
of the
Stated
Principal
Balance
of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 4
Senior
Percentage:
With
respect
to
any
Distribution
Date,
the
percentage
equivalent of a fraction the numerator of which is the
aggregate
Class
Principal
Balance of the Group 4
Certificates
immediately
prior to such
Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan
Group 4,
as of
the first day of the related
Collection
Period
(excluding any such Mortgage
Loans that were subject to a Payoff,
the
principal of which was
distributed
on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 4 Senior Percentage exceed
100%.
Group 4
Senior
Principal
Distribution
Amount:
With respect to
any
Distribution
Date, the sum of (i) the
Group 4 Senior
Percentage of the
Principal
Payment
Amount
for
Loan
Group 4,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan Group 4,
and (iii) the Group 4 Senior Liquidation Amount.
Group 4
Subordinate
Percentage:
For any Distribution
Date, the
excess of 100% over the Group 4 Senior Percentage.
Group 5:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 5 or with
respect to the
Certificates,
the
Group 5 Certificates.
Group 5 Certificates:
As specified in the Preliminary Statement.
Group 5 Credit
Support
Depletion
Date:
The first
Distribution
Date
on
which
the
aggregate
Class
Principal
Balance
of
the
Group 5
Subordinate Certificates has been or will be reduced to zero.
Group 5 Interest Rate Cap Account:
The separate
Eligible Account
created
and
initially
maintained
by the Trust
Administrator
pursuant
to
Section 4.10
in the name of the Trust
Administrator
for the
benefit of the
Certificateholders
and
designated
"Wells
Fargo
Bank,
N.A.
in trust
for
registered holders of Adjustable Rate Mortgage Trust 2005-10,
Adjustable Rate
Mortgage-Backed
Pass-Through
Certificates,
Series
2005-10,
Group 5
Certificates"
Funds in the Group 5
Interest
Rate Cap Account
shall be held
in trust for the
Certificateholders
for the uses and
purposes
set forth in
this
Agreement.
The Group 5
Interest
Rate Cap Account will not be an asset
of
any
REMIC.
Ownership
of
the
Group 5
Interest
Rate
Cap
Account
is
evidenced by the Class 5-X Certificates.
Group 5
Interest
Rate
Cap
Agreement:
The
interest
rate
cap
agreement relating to the Group 5
Certificates
consisting of the ISDA Master
Agreement,
the Schedule and the Credit
Support
Annex,
each dated as of the
Closing Date and the
Confirmations
related
thereto,
between the Trustee on
behalf of the Trust and the
Group 5 Interest
Rate Cap Counterparty,
as such
agreement may be amended and
supplemented
in
accordance
with its terms and
any
replacement
Group 5
Interest
Rate
Cap
Agreement
acceptable
to
the
Depositor and the Trustee.
Group 5 Interest
Rate
Cap
Counterparty:
Credit
Suisse
First
Boston
International,
or any successor in interest thereto under the Group 5
Interest Rate Cap Agreement.
Group 5
LIBOR
Certificates:
As
specified
in
the
Preliminary
Statement.
Group 5
Senior
Certificates:
As
specified
in the
Preliminary
Statement.
Group 5
Senior
Enhancement
Percentage:
For
any
Distribution
Date, the fraction,
expressed as a percentage,
the numerator of which is the
sum of the aggregate Class Principal
Balance of the Class M
Certificates and
the
Overcollateralization
Amount
(which,
for
purposes of this
definition
only,
shall
not be less than
zero),
in each case
after
giving
effect to
payments on such
Distribution
Date (assuming no Trigger Event has occurred),
and the
denominator
of which is the
Aggregate
Loan Group
Balance for Loan
Group 5 for such Distribution Date.
Group 5 Senior
Principal
Payment
Amount:
For any
Distribution
Date on or after
the
Stepdown
Date and as long as a
Trigger
Event has not
occurred with respect to such
Distribution
Date, will be the amount, if any,
by which
(x) the
aggregate
Class
Principal
Balance of the Group 5
Senior
Certificates,
immediately
prior to such
Distribution
Date exceeds
(y) the
lesser of (A) the product of
(i) 82.60%
and
(ii) the
Aggregate
Loan Group
Balance for Loan
Group 5 for such
Distribution
Date and (B) the amount,
if
any, by which (i) the
Aggregate
Loan Group Balance for Loan Group 5 for such
Distribution
Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Cut-off Date.
Group 5
Subordinate
Certificates:
As
specified
in
the
Preliminary Statement.
Group 6:
With
respect
to
the
Mortgage
Loans,
the
pool
of
adjustable
rate
Mortgage
Loans
identified in the Mortgage Loan Schedule as
having
been
assigned
to Group 6 or with
respect to the
Certificates,
the
Group 6 Certificates (as specified in the Preliminary Statement).
Group 6 Basis Risk Reserve
Fund:
The separate
Eligible
Account
created
and
initially
maintained
by the Trust
Administrator
pursuant
to
Section 4.09
in the name of the Trust
Administrator
for the
benefit of the
Group 6
Certificateholders
and designated
"Wells Fargo Bank,
N.A. in trust
for registered
holders of Adjustable Rate Mortgage Trust 2005-10,
Adjustable
Rate Mortgage-Backed Pass-Through Certificates,
Series 2005-10, Group 6 LIBOR
Certificates."
Funds in the Group 6
Basis Risk Reserve Fund shall be held in
trust for the Group 6
Certificateholders
for the uses and purposes set forth
in this
Agreement.
The Group 6
Basis Risk Reserve Fund will not be an asset
of any REMIC.
Ownership
of the Group 6
Basis Risk Reserve Fund is evidenced
by the Class 6-X Certificates.
Group 6 Certificates:
As specified in the Preliminary Statement.
Group 6
LIBOR
Certificates:
As
specified
in
the
Preliminary
Statement.
Group 6
Senior
Certificates:
As
specified
in the
Preliminary
Statement.
Group 6
Senior
Liquidation
Amount:
With
respect
to
any
Distribution
Date,
the
aggregate,
for each
Mortgage
Loan in Loan Group 6
which became a Liquidated
Mortgage Loan during the prior calendar
month,
of
the lesser of
(i) the
Group 6
Senior
Percentage
of the
Stated
Principal
Balance
of such
Mortgage
Loan and
(ii) the
applicable
Senior
Prepayment
Percentage of the Liquidation Principal with respect to such
Mortgage Loan.
Group 6
Senior
Percentage:
With
respect
to
any
Distribution
Date,
the
percentage
equivalent of a fraction the numerator of which is the
aggregate
Class
Principal
Balance of the Group 6
Certificates
immediately
prior to such
Distribution Date and the denominator of which is the aggregate
of the Stated Principal Balances of the Mortgage Loans in Loan
Group 6,
as of
the first day of the related
Collection
Period
(excluding any such Mortgage
Loans that were subject to a Payoff,
the
principal of which was
distributed
on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event will the Group 6 Senior Percentage exceed
100%.
Group 6
Senior
Principal
Distribution
Amount:
With respect to
any
Distribution
Date, the sum of (i) the
Group 6 Senior
Percentage of the
Principal
Payment
Amount
for
Loan
Group 6,
