Execution Copy
---------------------------------------------------------------------------------------------------------------
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Servicer, Back-Up Servicer and Trust
Administrator,
SELECT PORTFOLIO SERVICING, INC.,
Servicer and Special Servicer,
JPMORGAN CHASE BANK, N.A.,
OCWEN LOAN SERVICING, LLC
Servicers,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2005-11
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2005-11
---------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS..................................................................8
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES................60
SECTION 2.01.
Conveyance of Trust
Fund..............................................60
SECTION 2.02.
Acceptance by the
Trustee.............................................64
SECTION 2.03.
Representations and Warranties of the Seller,
Master Servicer and
Servicers........................................66
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage
Loans................................................68
SECTION 2.05.
Delivery of Opinion of Counsel in Connection with
Substitutions.......68
SECTION 2.06.
Issuance of
Certificates..............................................68
SECTION 2.07.
REMIC
Provisions......................................................69
SECTION 2.08.
Covenants of the Master Servicer and each
Servicer....................74
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..............................75
SECTION 3.01.
Servicers to Service Mortgage
Loans...................................75
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers..........77
SECTION 3.03.
Master Servicing by Master
Servicer...................................79
SECTION 3.04.
Trustee to Act as Master Servicer or
Servicer.........................79
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts;
Certificate
Account..................................................80
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from
Escrow Accounts; Payments of Taxes, Insurance and Other
Charges......83
SECTION 3.07.
Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans;
Inspections...........................85
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts and
Certificate
Account..................................................85
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage Impairment Insurance
and Mortgage Guaranty Insurance Policy; Claims; Restoration of
Mortgaged
Property...................................................87
SECTION 3.10.
Enforcement of Due on Sale Clauses; Assumption
Agreements.............90
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
Mortgage
Loans.......................................................92
SECTION 3.12.
Trustee and Trust Administrator to Cooperate;
Release of Mortgage
Files............................................95
SECTION 3.13.
Documents, Records and Funds in Possession of a Servicer to be
Held for the
Trust...................................................96
SECTION 3.14.
Servicing Fee; Indemnification of Master
Servicer.....................97
SECTION 3.15.
Access to Certain
Documentation.......................................97
SECTION 3.16.
Annual Statement as to
Compliance.....................................98
SECTION 3.17.
Annual Independent Public Accountants' Servicing Statement;
Financial
Statements.................................................98
SECTION 3.18.
Maintenance of Fidelity Bond and Errors and Omissions
Insurance......100
SECTION 3.19.
Special Serviced Mortgage
Loans......................................100
SECTION 3.20.
Indemnification of Servicers and Master
Servicer.....................101
SECTION 3.21.
Notification of
Adjustments..........................................101
SECTION 3.22.
Designated Mortgage
Loans............................................101
SECTION 3.23.
Assigned Prepayment
Premiums.........................................103
ARTICLE IV
PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS................................104
SECTION 4.01.
Priorities of
Distribution...........................................104
SECTION 4.02.
Allocation of
Losses.................................................112
SECTION 4.03.
Recoveries...........................................................113
SECTION 4.04.
Reserved.............................................................114
SECTION 4.05.
Monthly Statements to
Certificateholders.............................114
SECTION 4.06.
Servicer to
Cooperate................................................114
SECTION 4.07.
Cross-Collateralization; Adjustments to Available
Funds..............115
SECTION 4.08.
Reserved.............................................................116
SECTION 4.09.
Reserved.............................................................116
SECTION 4.10.
Group 5 Interest Rate Cap
Account....................................116
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND
SERVICERS..............................118
SECTION 5.01.
Advances by the Master Servicer and
Servicers........................118
ARTICLE VI
THE
CERTIFICATES...........................................................119
SECTION 6.01.
The
Certificates.....................................................119
SECTION 6.02.
Registration of Transfer and Exchange of
Certificates................120
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen
Certificates....................125
SECTION 6.04.
Persons Deemed
Owners................................................125
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses............125
SECTION 6.06.
Maintenance of Office or
Agency......................................125
SECTION 6.07.
Book Entry
Certificates..............................................126
SECTION 6.08.
Notices to Clearing
Agency...........................................126
SECTION 6.09.
Definitive
Certificates..............................................127
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS AND
THE SPECIAL
SERVICER.................................................128
SECTION 7.01.
Liabilities of the Seller, the Depositor, the Master Servicer,
the Back-Up Servicer, the Servicers and the Special
Servicer........128
SECTION 7.02.
Merger or Consolidation of the Seller, the Depositor, the
Back-Up Servicer, the Master Servicer, the Servicers
or the Special
Servicer.............................................128
SECTION 7.03.
Limitation on Liability of the Seller, the Depositor, the Master
Servicer, the Back-Up Servicer, the Servicers, the Special
Servicer and
Others.................................................129
SECTION 7.04.
Master Servicer and Servicer Not to Resign; Transfer of
Servicing....129
SECTION 7.05.
Master Servicer, Seller and Servicers May Own
Certificates...........130
SECTION 7.06.
Termination of Duties of the Back-Up
Servicer........................130
ARTICLE VIII
DEFAULT....................................................................131
SECTION 8.01.
Events of
Default....................................................131
SECTION 8.02.
Master Servicer or Trust Administrator to Act; Appointment of
Successor...........................................................134
SECTION 8.03.
Notification to
Certificateholders...................................136
SECTION 8.04.
Waiver of Events of
Default..........................................136
ARTICLE IX
CONCERNING THE
TRUSTEE.....................................................137
SECTION 9.01.
Duties of
Trustee....................................................137
SECTION 9.02.
Certain Matters Affecting the
Trustee................................138
SECTION 9.03.
Trustee Not Liable for Certificates or Mortgage
Loans................139
SECTION 9.04.
Trustee May Own
Certificates.........................................140
SECTION 9.05.
Trustee's Fees and
Expenses..........................................140
SECTION 9.06.
Eligibility Requirements for
Trustee.................................140
SECTION 9.07.
Resignation and Removal of
Trustee...................................141
SECTION 9.08.
Successor
Trustee....................................................141
SECTION 9.09.
Merger or Consolidation of
Trustee...................................142
SECTION 9.10.
Appointment of Co-Trustee or Separate
Trustee........................142
SECTION 9.11.
Office of the
Trustee................................................143
ARTICLE X
CONCERNING THE TRUST
ADMINISTRATOR.........................................144
SECTION 10.01.
Duties of Trust
Administrator........................................144
SECTION 10.02.
Certain Matters Affecting the Trust
Administrator....................145
SECTION 10.03.
Trust Administrator Not Liable for Certificates or Mortgage
Loans....147
SECTION 10.04.
Trust Administrator May Own
Certificates.............................147
SECTION 10.05.
Trust Administrator's Fees and
Expenses..............................147
SECTION 10.06.
Eligibility Requirements for Trust
Administrator.....................148
SECTION 10.07.
Resignation and Removal of Trust
Administrator.......................148
SECTION 10.08.
Successor Trust
Administrator........................................149
SECTION 10.09.
Merger or Consolidation of Trust
Administrator.......................150
SECTION 10.10.
Appointment of Co-Trust Administrator or Separate Trust
Administrator.......................................................150
SECTION 10.11.
Office of the Trust
Administrator....................................151
SECTION 10.12.
Tax
Return...........................................................151
SECTION 10.13.
Commission
Reporting.................................................151
SECTION 10.14.
Determination of Certificate
Index...................................154
ARTICLE XI
TERMINATION................................................................155
SECTION 11.01.
Termination upon Liquidation or Purchase of all Mortgage
Loans.......155
SECTION 11.02.
Determination of the Terminating
Entity..............................157
SECTION 11.03.
Procedure Upon Optional Termination or Terminating Auction
Sale......158
SECTION 11.04.
Additional Termination
Requirements..................................159
ARTICLE XII
MISCELLANEOUS
PROVISIONS...................................................161
SECTION 12.01.
Amendment............................................................161
SECTION 12.02.
Recordation of Agreement;
Counterparts...............................163
SECTION 12.03.
Governing
Law........................................................163
SECTION 12.04.
Intention of
Parties.................................................163
SECTION 12.05.
Notices..............................................................164
SECTION 12.06.
Severability of
Provisions...........................................165
SECTION 12.07.
Limitation on Rights of
Certificateholders...........................165
SECTION 12.08.
Certificates Nonassessable and Fully
Paid............................166
SECTION 12.09.
Protection of
Assets.................................................166
SECTION 12.10.
Non-Solicitation.....................................................167
ARTICLE XIII
SPS AND THE MASTER
SERVICER................................................168
SECTION 13.01.
Reports and
Notices..................................................168
SECTION 13.02.
Master Servicer's Oversight With Respect to the SPS Mortgage
Loans...169
SECTION 13.03.
Termination..........................................................169
SECTION 13.04.
Liability and
Indemnification........................................169
SECTION 13.05.
Confidentiality......................................................170
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:
Form of Reverse of
Certificates......................................G-1
Exhibit H:
Form of Servicer
Information.........................................H-1
Exhibit I:
Form of Trust Receipt and Initial
Certification......................I-1
Exhibit J:
Form of Trust Receipt and Final
Certification........................J-1
Exhibit K:
Form of Request for
Release..........................................K-1
Exhibit L:
Form of Transferor
Certificate.......................................L-1
Exhibit M-1:
Form of Investment
Letter..........................................M-1-1
Exhibit M-2:
Form of Rule 144A
Letter...........................................M-2-1
Exhibit N:
Form of Investor Transfer Affidavit and
Agreement....................N-1
Exhibit O:
Form of Transfer
Certificate.........................................O-1
Exhibit P:
Form of SPS Mortgage Loans
Report..................................P-1-1
Exhibit Q:
Form of Foreclosure Settlement
Statement.............................Q-1
Exhibit R:
[Reserved]...........................................................R-1
Exhibit S:
Form of Monthly Statement to
Certificateholders......................S-1
Exhibit T:
Form of Depositor Certification
.....................................T-1
Exhibit U:
Form of Trust Administrator Certification
...........................U-1
Exhibit V-1:
Form of Master Servicer Certification
.............................V-1-1
Exhibit V-2:
Form of Servicer Certification
....................................V-2-1
Exhibit W:
Form of Certification Regarding Substitution of Defective Mortgage
Loans
W-1
SCHEDULES
Schedule I:
Mortgage Loan
Schedule...............................................I-1
Schedule IIA:
Representations and Warranties of Seller -
DLJMC...................IIA-1
Schedule IIB:
Representations and Warranties of Master Servicer - Wells
Fargo....IIB-1
Schedule IIC:
Representations and Warranties of Servicer and Special Servicer -
SPSIIC-1
Schedule IID:
Representations and Warranties of Servicer - Wells
Fargo...........IID-1
Schedule IIE:
Representations and Warranties of Servicer -
JPMorgan..............IIE-1
Schedule IIF:
Representations and Warranties of Servicer -
Ocwen.................IIF-1
Schedule III:
Representations and Warranties of DLJMC - Mortgage
Loans...........III-1
APPENDICES
Appendix A:
Calculation of Class Y Principal Reduction Amounts
.........Appendix A-1
-80-
-1-
THIS POOLING AND SERVICING
AGREEMENT,
dated as of October 1,
2005, is hereby
executed by and
among CREDIT SUISSE FIRST BOSTON
MORTGAGE
SECURITIES
CORP.,
as depositor
(the
"Depositor"),
DLJ MORTGAGE
CAPITAL,
INC.
("DLJMC"),
as seller (in such
capacity,
the
"Seller"),
WELLS FARGO BANK,
N.A.,
as master
servicer
(in such
capacity,
the "Master
Servicer"),
as a servicer (in such
capacity,
a
"Servicer"),
as
back-up servicer (in such capacity,
the "Back-Up Servicer") and as trust administrator (in such
capacity,
the
"Trust
Administrator"),
SELECT
PORTFOLIO
SERVICING,
INC.
("SPS"),
as a
servicer
(in such
capacity,
a
"Servicer"), and as special servicer (in such capacity, the
"Special Servicer"),
JPMORGAN CHASE BANK, N.A., as
a servicer (in such capacity,
a "Servicer"),
OCWEN LOAN
SERVICING,
LLC, as a servicer (in such capacity,
a
"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) for federal
income tax purposes shall
consist of three REMICs (referred to as "REMIC I," "REMIC II" and
"REMIC III").
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)
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 REMIC I
Regular Interest
Uncertificated
Uncertificated
and Component I of
REMIC I
Principal
the Class AR-L
Type of
Pass-Through
Balance or Class
Certificates
Interest
Rate
Principal Balance
Final Maturity Date*
Class Y-1
Regular
Variable(1)
$
February 2036
18,521.77
Class Y-2
Regular
Variable(2)
$
February 2036
88,435.05
Class Y-3
Regular
Variable(3)
$
February 2036
48,372.37
Class Y-4
Regular
Variable(4)
$
February 2036
179,757.45
Class Z-1
Regular
Variable(1)
$
37,025,013.74
February 2036
Class Z-2
Regular
Variable(2)
$ 176,781,667.04
February 2036
Class Z-3
Regular
Variable(3)
$
96,702,030.63
February 2036
Class Z-4
Regular
Variable(4)
$ 359,356,168.50
February 2036
Component I of the
Residual
Variable(1)
$
February 2036
Class AR-L
50.00
--------------------
*
The Distribution
Date in the specified month,
which is the month following the month the
latest maturing
Mortgage Loan in the related Loan
Group matures.
For federal income tax
purposes,
for each Class of REMIC 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) 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.
Initial
Class Designation
Uncertificated
for each REMIC II
-----------------
Regular Interest
Uncertificated
Principal
and Component II
REMIC II
Balance or
of the Class AR-L
Type of
Pass-Through
Class Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
Class LT-1
Regular
Variable(1)
$ 357,555,926.25
February 2036
Class LT-2
Regular
Variable(1)
$
February 2036
10,185.72
Class LT-3
Regular
0.00%
$
February 2036
25,576.01
Class LT-4
Regular
Variable(2)
$
February 2036
25,576.01
Component II of
Residual
N/A
$
February 2036
the Class AR-L
0.00
--------------------
*
The Distribution Date in the specified month,
which is the month following the month the
latest maturing Mortgage Loan in the related Loan
Group matures.
For federal income tax
purposes,
for each
Class of
REMIC II
Regular
and
Residual
Interests,
the
"latest
possible maturity date" shall be the Final Maturity Date.
(1)
Interest
distributed
to
the
REMIC II
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 II
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 elect to treat the segregated pool of assets
consisting of the REMIC I Regular
Interests and REMIC II
Regular
Interests as a REMIC for federal income tax
purposes,
and such segregated pool of assets will be designated as REMIC III.
The Class AR
Certificates will
represent
the sole Class of
"residual
interests"
in REMIC III
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 III 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 III 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
$
31,090,000.00
Variable(1)
$25,000
$1
Class 1-A-2
$
3,453,000.00
Variable(1)
$25,000
$1
Class 2-A-1-1
$
27,550,000.00
Variable(2)
$25,000
$1
Class 2-A-1-2
$
19,420,000.00
Variable(2)
$25,000
$1
Class 2-A-2
$
17,580,000.00
Variable(2)
$25,000
$1
Class 2-A-3
$
20,380,000.00
Variable(2)
$25,000
$1
Class 2-A-4-1
$
56,000,000.00
Variable(2)
$25,000
$1
Class 2-A-4-2
$
24,000,000.00
Variable(2)
$25,000
$1
Class 3-A-1
$
90,220,000.00
Variable(3)
$25,000
$1
Class 4-A-1
$312,635,000.00
Variable(4)
$25,000
$1
Class 4-A-2
$
22,632,000.00
Variable(4)
$25,000
$1
Class 5-A-1
$295,775,000.00
Variable(5)
$25,000
$1
Class 5-A-2
$
32,875,000.00
Variable(6)
$25,000
$1
Class 5-M-1
$
12,155,000.00
Variable(7)
$25,000
$1
Class 5-M-2
$
7,870,000.00
Variable(8)
$25,000
$1
Class 5-M-3
$
5,360,000.00
Variable(9)
$25,000
$1
Class 5-M-4
$
1,790,000.00
Variable(10)
$25,000
$1
Class 5-M-5
$
1,792,000.00
Variable(11)
$25,000
$1
Class C-B-1
$
20,105,000.00
Variable(12)
$25,000
$1
Class C-B-2
$
8,380,000.00
Variable(12)
$25,000
$1
Class C-B-3
$
6,700,000.00
Variable(12)
$25,000
$1
Class C-B-4
$
3,350,000.00
Variable(12)
$25,000
$1
Class C-B-5
$
4,020,000.00
Variable(12)
$25,000
$1
Class C-B-6
$
2,684,916.55
Variable(12)
$25,000
$1*
Class 5-X
$
Variable(14)
(15)
N/A
263.98(13)
Class P
(16)
N/A
(17)
N/A
Class AR
$
N/A
(18)
N/A
0.00
_______________
---------------------------------------------------------------------------------------------------------------
*
Except for one
certificate
of the Class C-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
and Class 1-A-2
Certificates
shall be a per annum rate equal to the Net WAC Rate for Loan
Group 1
for that
Distribution
Date.
(2)
With
respect
to
each
Distribution
Date,
the
Pass-Through
Rate
for
the
Class Class 2-A-1-1,
Class 2-A-1-2,
Class 2-A-2, Class 2-A-3, Class 2-A-4-1 and Class 2-A-4-2
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
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
November 2005
Distribution
Date for the Class 5-A-1
Certificates is
4.3510% 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
November 2005
Distribution
Date for the Class 5-A-2
Certificates is
4.4110%
per
annum.
After
such
Distribution
Date,
the
Pass-Through
Rate
for
the
Class 5-A-2-1
Certificates
shall be a per annum
rate equal to the least of (a) the
sum of the
applicable
Certificate
Index
and the
applicable
Certificate
Margin
for such
Distribution
Date,
(b) the
Net
Funds Cap and
(c) 11.00%.
(7)
The
Pass-Through
Rate for the
November 2005
Distribution
Date for the Class 5-M-1
Certificates is
4.5510% 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%.
(8)
The
Pass-Through
Rate for the
November 2005
Distribution
Date for the Class 5-M-2
Certificates is
4.7310% 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%.
(9)
The
Pass-Through
Rate for the
November 2005
Distribution
Date for the Class 5-M-3
Certificates is
5.3810% 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%.
(10)
The
Pass-Through
Rate for the
November 2005
Distribution
Date for the Class 5-M-4
Certificates is
5.9810% 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%.
(11)
The
Pass-Through
Rate for the
November 2005
Distribution
Date for the Class 5-M-5
Certificates is
6.2810% 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%.
(12)
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,
divided by
(b) the aggregate of the
Subordinate
Component
Balances for Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4 immediately prior to such Distribution Date.
(13)
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.
(14)
The Class 5-X
Certificates
will be comprised of two REMIC III
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 III
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 III
to
the
holders
of
the
Class 5-X
Certificates
in
respect
of the
Class 5-X-IO
REMIC III
Regular
Interest
and
then
paid
by
such
holders
to
such
Class of
Group 5
Certificates.
(15)
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.
(16)
The Class P
Certificates will not have a Class Principal Balance.
The Class P Certificates shall have
an initial
notional
balance of
$1,027,817,280.53
and will be
entitled
to
distributions
of
Assigned
Prepayment Premiums only.
Such entitlement shall not be an interest in any REMIC created
hereunder.
(17)
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.
(18)
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 III
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 III as cash flow on a REMIC Regular Interest,
without creating any
shortfall-actual
or
potential
(other than for credit
losses) to any REMIC Regular
Interest.
To the extent that the structure is
believed to diverge from such intention the Trust
Administrator
shall resolve
ambiguities to accomplish such
result and shall to the extent
necessary
rectify any drafting errors or seek
clarification
to the structure
without Certificateholder approval (but with guidance of counsel)
to accomplish such intention.
Set forth below are designations of Classes of Certificates to the
categories used herein:
Book-Entry Certificates......
All Classes of Certificates other than the Physical
Certificates.
Class A Certificates.........
The Group 1, Group 2, Group 3, Group 4 and Group 5 Senior
Certificates.
Class C-B Certificates.......
The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-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 Certificates
Residual Certificates and Private Certificates; and any
Certificates that do not satisfy the applicable ratings
requirement under the Underwriter's Exemption.
Group 1 Certificates.........
The Class 1-A-1, Class 1-A-2 and Residual Certificates.
Group 2 Certificates.........
The Class 2-A-1-1, Class 2-A-1-2, Class 2-A-2, Class 2-A-3,
Class 2-A-4-1 and Class 2-A-4-2 Certificates.
Group 3 Certificates.........
The Class 3-A-1 Certificates.
Group 4 Certificates.........
The Class 4-A-1 and Class 4-A-2 Certificates.
Group 5 Certificates.........
The Group 5 Senior Certificates, Class 5-X Certificates and
Class M Certificates.
Group 5 Senior Certificates..
The Class 5-A-1 and Class 5-A-2 Certificates.
LIBOR Certificates...........
The Group 5 Senior Certificates and Class M Certificates.
Notional Amount Certificates.
The Class 5-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 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 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
Seller will hereunder
absolutely assign and, as a precautionary
matter grant a security
interest,
in and to
its rights,
if any, in the related
Mortgage
Loans to the Trustee on behalf of
Certificateholders
to ensure
that the interest of the Certificateholders hereunder in the
Mortgage Loans is fully protected.
W I T N E S S E T H T H A T:
In consideration of the mutual
agreements
herein
contained,
the Depositor,
the Seller,
the
Master
Servicer,
the
Servicers,
the Special
Servicer,
the Trustee
and the Trust
Administrator
agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement,
the following words and phrases,
unless the context otherwise
requires, shall have the following meanings:
1933 Act:
The Securities Act of 1933, as amended.
Accepted
Servicing
Practices:
With respect to any Mortgage
Loan,
those
mortgage
servicing
practices of prudent
mortgage
lending
institutions
which
service
mortgage
loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located.
Accrual
Period:
For
any
interest
bearing
Class of
Certificates,
other
than
the
LIBOR
Certificates,
and any Distribution
Date, the calendar month immediately
preceding such Distribution Date and
with respect to the LIBOR
Certificates,
the period beginning on the immediately
preceding
Distribution Date
(or the Closing
Date,
in the case of the first Accrual
Period) and ending on the day
immediately
preceding
such Distribution Date.
Advance:
With
respect to any
Non-Designated
Mortgage
Loan and any
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 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.
With respect to any First Horizon Serviced Mortgage Loan and any
Distribution
Date, the payment
required to be made by (i) First Horizon with respect to the
Remittance
Date (as defined in the First Horizon
Underlying
Servicing
Agreement) in the month of such
Distribution Date pursuant to Section 5.03 of the First
Horizon
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.
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 October 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 and Group 4 the sum of:
(i).....all amounts in respect of Scheduled
Payments (net of the related
Expense Fees) due on the related Due
Date and received prior to the related
Determination Date on the related Mortgage Loans, together with
any Advances in respect thereof;
(ii)
all
Insurance
Proceeds (to the extent not applied to the
restoration
of the
Mortgaged
Property or
released to the Mortgagor in accordance with the applicable
Servicer's Accepted Servicing
Standards),
all Liquidation
Proceeds
received during the calendar month preceding the month of that
Distribution
Date on the related
Mortgage
Loans, in each case net of unreimbursed
Liquidation
Expenses
incurred
with respect to such Mortgage Loans;
(iii)
all Principal
Prepayments received during the related Prepayment Period on the
related Mortgage Loans,
excluding Prepayment Premiums;
(iv)
amounts
received
with respect to such
Distribution
Date as the
Substitution
Adjustment
Amount or
Purchase
Price in respect of a Mortgage
Loan in the
related
Loan
Group repurchased
by the Seller,
purchased by a Holder of a
Subordinate
Certificate
pursuant to
Section 3.11(f) or
purchased by the
Special Servicer pursuant to Section 3.11(g) as of such
Distribution Date;
(v)
any
amounts
payable as
Compensating
Interest
Payments
by a Servicer
with
respect to the related
Mortgage Loans on such Distribution Date;
(vi)
all Recoveries, if any; and
(vii)
the portion of the Mortgage Loan Purchase Price related to such
Loan
Group paid in connection
with an
Optional Termination up to the amount of the Par Value for such
Loan Group;
in the case of
clauses (i) through
(iv) above
reduced by amounts in
reimbursement
for Advances
previously
made and other amounts as to which the Trustee, the Trust
Administrator,
a Servicer or the Master Servicer is
entitled to be reimbursed pursuant to Section 3.08 in respect of
the related Mortgage Loans or otherwise.
Back-Up
Servicer:
Wells Fargo Bank,
National
Association,
acting in its capacity as back-up
servicer for the SPS Serviced Loans hereunder, or its successors in
interest, as applicable.
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 has been reduced to zero.
Bankruptcy
Loss: With respect to any Loan Group,
Realized Losses on the Mortgage Loans in that
Loan Group incurred as a result of a Deficient Valuation or Debt
Service Reduction.
Bankruptcy
Loss Coverage
Amount:
As of any
Determination
Date, the Bankruptcy Loss Coverage
Amount
shall equal the Initial
Bankruptcy
Loss
Coverage
Amount as reduced by (i) the
aggregate
amount of
Bankruptcy
Losses
allocated to the
Class C-B
Certificates
since the Cut-off Date and (ii) any
permissible
reductions in the Bankruptcy
Loss Coverage
Amount as evidenced by a letter of each Rating Agency to the Trust
Administrator
to the effect that any such reduction will not result in a
downgrading,
or otherwise
adversely
affect, of the then current ratings assigned to such Classes of
Certificates rated by it.
Basis Risk Shortfall:
For any Class of LIBOR
Certificates and any
Distribution
Date, the sum
of (i) the
excess,
if any,
of
(a) the
related
Current
Interest
calculated
on the basis of the least of
(x) the applicable
Certificate Index plus the applicable Certificate Margin, (y) the
Maximum Interest Rate and
(z) 11.00% over (b) the
related
Current
Interest
for the
applicable
Distribution
Date,
(ii) any
amount
described in clause
(i) remaining
unpaid from prior
Distribution
Dates, and (iii) interest on the amount in
clause
(ii) for
the
related
Accrual
Period
calculated
at a per annum
rate equal to the least of (x) the
applicable
Certificate Index plus the applicable
Certificate Margin, (y) the applicable Maximum Interest Rate
and (z) 11.00%.
Beneficial
Holder:
A Person
holding
a
beneficial
interest
in any
Certificate
through
a
Participant
or
an
Indirect
Participant
or a
Person
holding
a
beneficial
interest
in
any
Definitive
Certificate.
Book-Entry Certificates: As set forth in the Preliminary Statement.
Book-Entry Form: Any Certificate held through the facilities of the
Depository.
Business
Day:
Any day other than
(i) a
Saturday
or a Sunday or (ii) a day on which
banking
institutions
in New York or the state in which the
office
of the
Master
Servicer
or any
Servicer
or the
Corporate
Trust Office of the Trustee or Trust
Administrator
are located are
authorized or obligated by law
or executive order to be closed.
Carryforward
Interest:
For any Class of LIBOR
Certificates and any Distribution Date, the sum
of (1) the amount,
if any, by which (x) the sum of
(A) Current
Interest for such
Class for the
immediately
preceding
Distribution
Date
and
(B)
any
unpaid
Carryforward
Interest
for
such
Class from
previous
Distribution
Dates
exceeds
(y) the
amount
paid in respect of interest on such
Class on
such
immediately
preceding
Distribution
Date, and (2) interest on such amount for the related Accrual
Period at the applicable
Pass-Through Rate.
Cash Remittance
Date: With respect to any
Distribution
Date and (A) SPS, 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,
Ocwen,
JPMorgan
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 G hereto.
Certificate
Account:
The
separate
Eligible
Account
created and
maintained
with the Trust
Administrator,
or any other bank or trust company
acceptable
to the Rating
Agencies
which is
incorporated
under the laws of the United States or any state thereof pursuant
to
Section 3.05,
which account shall bear a
designation
clearly
indicating
that the funds
deposited
therein
are held in trust for the
benefit of the
Trust
Administrator,
as agent
for the
Trustee,
on behalf of the
Certificateholders
or any other
account
serving a similar
function
acceptable to the Rating
Agencies.
Funds in the
Certificate
Account may (i) be
held uninvested
without
liability for interest or compensation
thereon or (ii) be
invested at the direction
of the Trust
Administrator
in Eligible
Investments
and
reinvestment
earnings
thereon (net of
investment
losses) shall be paid to the Trust
Administrator.
Funds
deposited in the Certificate
Account
(exclusive of
the
amounts
permitted
to be
withdrawn
pursuant
to
Section 3.08(b))
shall
be
held
in
trust
for
the
Certificateholders.
Certificate
Balance:
With respect to any Certificate at any date, the maximum dollar
amount of
principal to which the Holder thereof is then entitled
hereunder,
such amount being equal to the Denomination
thereof
(i) minus all
distributions of principal and allocations of Realized Losses,
including Excess Losses
or Applied Loss Amounts,
as applicable,
previously made or allocated with respect thereto and, in the case
of
the Class 5-A-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 III 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 III Regular Interest 5-X-IO, as
reduced by Realized Losses allocated thereto.
Certificate
Group:
Any of
Certificate
Group 1,
Certificate
Group 2,
Certificate
Group 3,
Certificate Group 4 or Certificate Group 5, as applicable.
Certificate
Group 1:
Any of the Certificates with a
Class designation
beginning with "1" and
relating to Loan Group 1.
Certificate
Group 2:
Any of the Certificates with a
Class designation
beginning with "2" and
relating to Loan Group 2.
Certificate
Group 3:
Any of the Certificates with a
Class designation
beginning with "3" and
relating to Loan Group 3.
Certificate
Group 4:
Any of the Certificates with a
Class designation
beginning with "4" and
relating to Loan Group 4.
Certificate
Group 5:
Any of the Certificates with a
Class designation
beginning with "5" and
relating to Loan Group 5.
Certificateholder
or Holder:
The
Person in whose
name a
Certificate
is
registered
in the
Certificate Register.
Certificate Index: With respect to each Distribution Date and the
LIBOR
Certificates,
the rate
for one month United States
dollar
deposits
quoted on Telerate
Page 3750 as of 11:00 A.M.,
London time, on
the related Interest
Determination
Date relating to each Class of LIBOR
Certificates.
If such rate does not
appear on such page (or such other page as may
replace
that page on that
service,
or if such
service is no
longer
offered,
such other service for
displaying
one month LIBOR or comparable
rates as may be reasonably
selected by the Trust
Administrator
after
consultation
with DLJMC),
the rate will be the related Reference
Bank
Rate.
If no such
quotations
can be
obtained
and no related
Reference
Bank Rate is
available,
the
Certificate
Index with respect to the LIBOR
Certificates
will be the
Certificate
Index
applicable to such
Certificates on the preceding Distribution Date.
On the Interest
Determination
Date
immediately
preceding each
Distribution
Date, the Trust
Administrator
shall determine each Certificate
Index for the Accrual Period
commencing on such
Distribution
Date and inform the Master Servicer and each Servicer of such rate.
Certificate
Margin:
As to each Class of LIBOR
Certificates,
the applicable
amount set forth
below:
Certificate Margin
Class
(1)
(2)
5-A-1
0.270%
0.540%
5-A-2
0.330%
0.660%
5-M-1
0.470%
0.970%
5-M-2
0.650%
1.150%
5-M-3
1.300%
1.800%
5-M-4
1.900%
2.400%
5-M-5
2.200%
2.700%
___________
---------------------------------------------------------------------------------------------------------------
(1) On and prior to the first
Distribution
Date on which the Optional
Termination
for
Loan Group 5 may occur.
(2) After the first Distribution Date on which the Optional
Termination for Loan Group 5
may occur.
Certificate Register:
The register maintained pursuant to Section 6.02(a) hereof.
Class:
All
Certificates
bearing the same class
designation
as set forth in the
Preliminary
Statement.
Class 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 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 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 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 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
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 III
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 A Certificates:
As set forth in the Preliminary Statement.
Class C-B Certificates:
As set forth in the Preliminary Statement.
Class C-B
Credit Support
Depletion
Date: The first
Distribution
Date on which the aggregate
Class Principal Balance of the Class C-B Certificates has been or
will be reduced to zero.
Class C-B
Percentage:
With respect to any
Distribution
Date, the aggregate
Class
Principal
Balance of the Class C-B
Certificates
immediately
prior to such
Distribution
Date divided by the Aggregate
Groups 1-4
Collateral
Balance
as of the first
day of the
related
Collection
Period
(excluding
any such
Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution
Date
preceding the current Distribution Date).
Class Interest
Shortfall:
With respect to any Distribution Date and Class of Group 1, Group
2,
Group 3,
Group 4 and
Class C-B
Certificates,
the amount by which the amount
described in clause (i) of the
definition
of
Interest
Distribution
Amount
for
such
Class,
exceeds
the
amount
of
interest
actually
distributed on such Class on such Distribution Date.
Class M Certificates:
The Class 5-M-1,
Class 5-M-2,
Class 5-M-3,
Class 5-M-4 and Class 5-M-5
Certificates.
Class Notional Amount:
The Class 5-X Notional Amount.
Class
Principal
Balance:
With respect to any Class and as to any date of
determination,
the
aggregate of the Certificate Balances of all Certificates of such
Class as of such date.
Class Unpaid
Interest
Amounts:
With respect to any
Distribution
Date and Class of
interest
bearing
Group 1,
Group 2,
Group 3,
Group 4 and
Class C-B
Certificates,
the amount by which the aggregate
Class Interest
Shortfalls for such Class on prior
Distribution
Dates exceeds the amount
distributed on such
Class on prior Distribution Dates pursuant to clause (ii) of the
definition of Interest Distribution Amount.
Class Y
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
Uncertificated
Principal
Balances of the Class Y Regular
Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of
principal, determined as described in Appendix A.
Class Y Regular Interests:
The Class Y-1, Class Y-2, Class Y-3 and Class Y-4 Regular
Interests.
Class Y-1 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Y-1
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Y-1 Regular Interest on such Distribution
Date.
Class Y-1
Principal
Reduction Amount: The Class Y Principal Reduction Amount for the
Class Y-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-1 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-2 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Y-2
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Y-2 Regular Interest on such Distribution
Date.
Class Y-2
Principal
Reduction Amount: The Class Y Principal Reduction Amount for the
Class Y-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-2 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-3 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Y-3
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Y-3 Regular Interest on such Distribution
Date.
Class Y-3
Principal
Reduction Amount: The Class Y Principal Reduction Amount for the
Class Y-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-3 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Y-4 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Y-4
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Y-4 Regular Interest on such Distribution
Date.
Class Y-4
Principal
Reduction Amount: The Class Y Principal Reduction Amount for the
Class Y-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Y-4 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z
Principal
Reduction
Amounts:
For any
Distribution
Date,
the
amounts by which the
Uncertificated
Principal
Balances of the Class Z Regular
Interests will be reduced on such Distribution Date
by the
allocation
of
Realized
Losses and the
distribution
of
principal,
which shall be in each case the
excess
of (A) the
sum of
(x) the
excess
of the
REMIC I
Available
Distribution
Amount
for the
related
Group (i.e.
the "related Group" for the Class Z-1
Regular
Interest is the Group 1 Loans, the "related Group"
for the
Class Z-2
Regular
Interest is the Group 2
Loans,
the
"related
Group" for the
Class Z-3
Regular
Interest
is the
Group 3
Loans and the
"related
Group" for the
Class Z-4
Regular
Interest is the Group 4
Loans) exclusive of any Recoveries
included therein over the amounts thereof
distributable
(i) in respect of
interest on such Class Z
Regular
Interest and the related
Class Y
Regular
Interest and (ii) in the case of
the
Group 1
Loans,
to the
Class AR-L
Certificates
and
(y) the
amount of Realized
Losses
allocable
to
principal for the related Group over (B) the Class Y Principal
Reduction Amount for the related Group.
Class Z Regular Interests: The Class Z-1, Class Z-2, Class Z-3 and
Class Z-4 Regular Interests.
Class Z-1 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Z-1
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Z-1 Regular Interest on such Distribution
Date.
Class Z-1
Principal
Reduction Amount: The Class Z Principal Reduction Amount for the
Class Z-1
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-1 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-2 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Z-2
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Z-2 Regular Interest on such Distribution
Date.
Class Z-2
Principal
Reduction Amount: The Class Z Principal Reduction Amount for the
Class Z-2
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-2 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-3 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Z-3
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Z-3 Regular Interest on such Distribution
Date .
Class Z-3
Principal
Reduction Amount: The Class Z Principal Reduction Amount for the
Class Z-3
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-3 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Class Z-4 Principal
Distribution
Amount: For any Distribution Date, the excess, if any, of the
Class Z-4
Principal
Reduction Amount for such Distribution Date over the principal
portion of Realized Losses
allocated to the Class Z-4 Regular Interest on such Distribution
Date.
Class Z-4
Principal
Reduction Amount: The Class Z Principal Reduction Amount for the
Class Z-4
Regular Interest as determined pursuant to the provisions of the
Appendix A.
Class Z-4 Regular Interest:
The uncertificated
undivided
beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to
distributions as set forth herein.
Clearing Agency:
An organization
registered as a "clearing
agency" pursuant to Section 17A of
the Securities
Exchange Act of 1934, as amended,
which initially shall be DTC, the nominee of which is Cede &
Co., as the
registered
Holder of the Book Entry
Certificates.
The
Clearing
Agency shall at all times be a
"clearing
corporation"
as defined in Section 8
102(a)(5) of the Uniform
Commercial Code of the State of New
York.
Closing Date:
October 31, 2005.
Code:
The Internal Revenue Code of 1986, as amended.
Collection
Account:
The accounts
established
and maintained by a Servicer in accordance with
Section 3.05.
Collection
Period:
With respect to each Distribution Date, the period commencing on
the second
day of the month preceding the month of the
Distribution
Date and ending on the first day of the month of the
Distribution Date.
Commencement
of
Foreclosure:
The first official
action
required under local law to commence
foreclosure
proceedings or to schedule a trustee's sale under a deed of trust,
including:
(i) in the case of
a mortgage,
any filing or service of process
necessary
to commence
an action to
foreclose;
or (ii) in the
case of a deed of trust, the posting, publishing, filing or
delivery of a notice of sale.
Compensating
Interest
Payment:
For any Distribution Date and the SPS Serviced Mortgage Loans,
the lesser of (i) the
aggregate
Servicing
Fee payable to SPS in respect of the SPS Serviced
Mortgage
Loans
for such
Distribution
Date and (ii) the
aggregate
Prepayment
Interest
Shortfall
allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage Loans.
For any
Distribution
Date and the
Ocwen
Serviced
Mortgage
Loans,
the
lesser
of
(i) the
aggregate
Servicing
Fee
payable
to
Ocwen
in
respect
of the
Ocwen
Serviced
Mortgage
Loans
for
such
Distribution Date and (ii) the aggregate
Prepayment
Interest Shortfall
allocable to Payoffs and Curtailments
with respect to the Ocwen Serviced Mortgage Loans.
For any
Distribution
Date and the
JPMorgan
Serviced
Mortgage
Loans,
the lesser of (i) the
aggregate
Servicing
Fee payable to
JPMorgan
in respect of the
JPMorgan
Serviced
Mortgage
Loans for such
Distribution Date and (ii) the aggregate
Prepayment
Interest Shortfall
allocable to Payoffs and Curtailments
with respect to the JPMorgan Serviced Mortgage Loans.
For any
Distribution
Date and the Wells Fargo Serviced
Mortgage Loans,
the lesser of (i) the
aggregate
Servicing Fee payable to Wells Fargo in respect of the Wells Fargo
Serviced
Mortgage Loans for such
Distribution Date and (ii) the aggregate
Prepayment
Interest Shortfall
allocable to Payoffs and Curtailments
with respect to the Wells Fargo Serviced Mortgage Loans.
For any Distribution
Date and the Master Servicer,
the Compensating
Interest Payment shall be
equal to:
(a)
with respect to the SPS Serviced
Mortgage Loans, the excess of (i) the
Compensating
Interest Payment
required to be remitted by SPS for such Distribution Date over (ii)
the
Compensating
Interest Payment
actually remitted by SPS for such Distribution Date;
(b)
with respect to the Wells Fargo Serviced
Mortgage Loans, the excess of (i) the
Compensating
Interest
Payment required to be remitted by Wells Fargo for such
Distribution
Date over (ii) the
Compensating
Interest Payment actually remitted by Wells Fargo for such
Distribution Date;
(c)
with respect to the Ocwen Serviced Mortgage Loans, the excess of
(i) the Compensating
Interest Payment
required
to be
remitted
by Ocwen for such
Distribution
Date over
(ii) the
Compensating
Interest
Payment actually remitted by Ocwen for such Distribution Date;
(d)
with respect to the JPMorgan
Serviced
Mortgage
Loans,
the excess of (i) the
Compensating
Interest
Payment
required to be remitted by JPMorgan
for such
Distribution
Date over
(ii) the
Compensating
Interest Payment actually remitted by JPMorgan for such
Distribution Date;
(e)
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;
(f)
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;
(g)
with respect to the
Countrywide
Serviced
Mortgage Loans,
the excess of (i) the Prepayment
Interest
Shortfall
Amount (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 Prepayment
Interest Shortfall Amount (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
(h)
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.
(i)
with respect to the First Horizon Serviced Mortgage Loans, the
excess of (i) the Compensating
Interest
(as defined in the First Horizon Servicing
Agreement)
required to be remitted by First Horizon on the
Remittance
Date
(as
defined
in the
First
Horizon
Servicing
Agreement)
in
the
month
of
such
Distribution
Date over (ii) the amount of
Compensating
Interest
(as
defined
in the First
Horizon
Servicing
Agreement)
actually
remitted by First
Horizon on the
Remittance
Date (as defined in the
First Horizon Servicing Agreement) in the month of such
Distribution Date.
Cooperative
Corporation:
With
respect to any
Cooperative
Loan,
the
cooperative
apartment
corporation
that holds legal title to the related
Cooperative
Property and grants
occupancy rights to units
therein to stockholders through Proprietary Leases or similar
arrangements.
Cooperative
Lien Search:
A search for (a) federal tax liens,
mechanics'
liens,
lis pendens,
judgments
of
record
or
otherwise
against
(i) the
Cooperative
Corporation
and
(ii) the
seller
of the
Cooperative
Unit,
(b) filings of Financing
Statements and (c) the deed of the Cooperative
Property into the
Cooperative Corporation.
Cooperative
Loan: A Mortgage
Loan that is secured by a first lien on and a perfected
security
interest in
Cooperative
Shares and the related
Proprietary
Lease
granting
exclusive
rights to occupy the
related Cooperative Unit in the building owned by the related
Cooperative Corporation.
Cooperative
Property:
With respect to any Cooperative Loan, all real property and
improvements
thereto and rights
therein and thereto owned by a Cooperative
Corporation
including
without
limitation the
land, separate dwelling units and all common elements.
Cooperative
Shares:
With
respect to any
Cooperative
Loan,
the shares of stock
issued by a
Cooperative Corporation and allocated to a Cooperative Unit and
represented by stock certificates.
Cooperative
Unit:
With
respect to any
Cooperative
Loan,
a specific
unit in a
Cooperative
Property.
Corporate
Trust Office:
With respect to the Trustee,
the designated
office of the Trustee at
which
at any
particular
time
its
corporate
trust
business
with
respect
to
this
Agreement
shall
be
administered,
which office at the date of the execution of this Agreement is
located at 60 Livingston
Avenue,
St.
Paul,
Minnesota
55107,
Attention:
Corporate
Trust-Structured
Finance.
With
respect
to
the
Trust
Administrator,
the designated office of the Trust
Administrator at which at any particular time its corporate
trust
business
with
respect
to this
Agreement
shall
be
administered,
which
office
at the date of the
execution of this Agreement is located at 9062 Old Annapolis Road,
Columbia,
MD 21045,
Attention: CSFB
ARMT
2005-11,
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 2005-11.
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 October 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 Custodian shall act pursuant to the LaSalle Custodial
Agreement.
Custodian:
A custodian which is appointed pursuant to a Custodial
Agreement.
Any Custodian so
appointed shall act as agent on behalf of the Trustee,
and shall be compensated by the Trust
Administrator or
as otherwise specified therein.
Initially, LaSalle shall serve as Custodian for all of the Mortgage
Loans.
Cut-off Date:
October 1, 2005.
Cut-off
Date
Principal
Balance:
With
respect to any
Mortgage
Loan,
the Stated
Principal
Balance thereof as of the close of business on the Cut-off Date.
Data
Remittance
Date:
With
respect
to any
Distribution
Date and each
Servicer,
the 10th
calendar day of the month in which such
Distribution
Date occurs,
or if such 10th day is not a Business Day,
the Business Day immediately following such 10th day .
DBRS:
Dominion Bond Rating Service, Inc. or any successor thereto.
Debt Service
Reduction:
With respect to a Mortgage
Loan in Loan Group 1,
Loan Group 2,
Loan
Group 3
or Loan
Group 4,
a
reduction
by a court
of
competent
jurisdiction
in a
proceeding
under
the
Bankruptcy Code in the Scheduled
Payment for such Mortgage Loan which became final and non
appealable,
except
such a
reduction
resulting
from
a
Deficient
Valuation
or
any
reduction
that
results
in a
permanent
forgiveness of principal.
Debt
Service
Reduction
Mortgage
Loan:
Any
Mortgage
Loan that became the subject of a Debt
Service Reduction.
Deficient
Valuation:
With respect to any Mortgage
Loan in Loan Group 1,
Loan
Group 2,
Loan
Group 3 or Loan
Group 4,
a valuation by a court of competent
jurisdiction
of the
Mortgaged
Property in an
amount less than the then
outstanding
indebtedness
under the Mortgage
Loan,
or that results in a permanent
forgiveness of principal, which valuation in either case results
from a proceeding under the Bankruptcy Code.
Deferred Amount:
For any Class of Group 5
Subordinate
Certificates
(other than the Class 5-X
Certificates)
and
Class 5-A-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 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,
the EverBank
Serviced
Mortgage Loans,
unless any such Mortgage Loan is no longer
serviced by EverBank under the EverBank
Servicing
Agreement and the First Horizon
Serviced
Mortgage Loans,
unless any such Mortgage Loan is no longer serviced
by First Horizon under the First Horizon Servicing Agreement.
Designated Servicer:
Each of IndyMac, GMAC Mortgage,
Countrywide,
EverBank and First Horizon,
as applicable.
Designated
Servicing Agreement:
Each of the IndyMac
Reconstituted
Servicing Agreement,
GMAC
Mortgage
Reconstituted
Servicing
Agreement,
Countrywide
Reconstituted
Servicing
Agreement,
EverBank
Reconstituted Servicing Agreement and First Horizon Reconstituted
Servicing Agreement, as applicable.
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 Residual
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 Residual
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
November 2005.
DLJMC:
DLJ Mortgage Capital, Inc., a Delaware corporation, and its
successors and assigns.
DTC:
The Depository Trust Company.
Due Date:
With
respect to each
Mortgage
Loan and any
Distribution
Date,
the date on which
Scheduled
Payments
on such
Mortgage
Loan
are due
which
is
either
the
first
day of the
month of such
Distribution
Date,
or if Scheduled
Payments on such
Mortgage Loan are due on a day other than the first day
of the
month,
the date in the
calendar
month
immediately
preceding
the
Distribution
Date on which such
Scheduled Payments are due, exclusive of any days of grace.
Eligible
Account:
Either
(i) an
account
or
accounts
maintained
with a
federal
or state
chartered
depository
institution
or trust company
acceptable to the Rating
Agencies or (ii) an
account or
accounts
the
deposits
in which
are
insured
by the FDIC to the
limits
established
by such
corporation,
provided that any such
deposits not so insured
shall be maintained in an account at a depository
institution
or trust company whose
commercial
paper or other short term debt obligations (or, in the case of a
depository
institution or trust company which is the principal
subsidiary of a holding
company,
the commercial paper or
other
short term debt
obligations
of such
holding
company)
have been rated by each
Rating
Agency in its
highest
short term
rating
category,
or (iii) a
segregated
trust
account or
accounts
(which
shall be a
"special deposit account")
maintained with the Trustee,
the Trust Administrator or any other federal or state
chartered
depository
institution or trust company,
acting in its fiduciary capacity,
in a manner acceptable
to the Trustee, the Trust Administrator and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Institution:
An institution having the highest short term debt rating, and one
of the
two highest long term debt ratings of the Rating Agencies or the
approval of the Rating Agencies.
Eligible Investments:
Any one or more of the obligations and securities listed below:
1.
direct
obligations
of, and
obligations
fully
guaranteed
by, the United States of America,
or any
agency or
instrumentality
of the United States of America the
obligations of which are backed by the
full faith and credit of the United States of America;
or obligations
fully guaranteed by, the United
States of America;
the FHLMC,
FNMA, the Federal Home Loan Banks or any agency or
instrumentality
of
the United States of America rated AA (or the equivalent) or higher
by the Rating Agencies;
2.
federal
funds,
demand and time
deposits in,
certificates
of deposits
of, or bankers'
acceptances
issued by, any depository
institution or trust company incorporated or organized under the
laws of the
United States of America or any state thereof and subject to
supervision
and
examination
by federal
and/or state banking authorities,
so long as at the time of such investment or contractual
commitment
providing
for such
investment
the
commercial
paper or other
short term debt
obligations
of such
depository
institution or trust company (or, in the case of a depository
institution or trust company
which is the principal
subsidiary of a holding company,
the commercial paper or other short term debt
obligations
of such
holding
company)
are rated in one of two of the highest
ratings by each of the
Rating
Agencies,
and the long term debt
obligations of such depository
institution or trust company
(or, in the case of a depository
institution
or trust company which is the principal
subsidiary of a
holding
company,
the long term debt
obligations of such holding
company) are rated in one of two of
the highest ratings, by each of the Rating Agencies;
3.
repurchase
obligations
with a term not to exceed 30 days with
respect to any
security
described in
clause
(i) above
and
entered
into with a
depository
institution
or trust
company
(acting
as a
principal) in the highest rated category by the Rating
Agencies;
provided,
however,
that collateral
transferred
pursuant to such repurchase
obligation must be of the type described in clause
(i) above
and must (A) be valued
daily at current
market
price plus
accrued
interest,
(B) pursuant
to such
valuation,
be
equal,
at all
times,
to 105% of the cash
transferred
by the
Trustee
or the Trust
Administrator
in
exchange
for such
collateral,
and (C) be
delivered
to the
Trustee or the Trust
Administrator
or,
if the
Trustee
or the
Trust
Administrator,
as
applicable,
is
supplying
the
collateral,
an agent for the
Trustee or the Trust
Administrator,
in such a manner as to
accomplish
perfection of a security interest in the collateral by possession
of certificated securities;
4.
securities
bearing
interest or sold at a discount
issued by any corporation
incorporated
under the
laws of the United States of America or any state thereof which has
a long term
unsecured
debt rating
in the highest available rating category of each of the Rating
Agencies at the time of such investment;
5.
commercial paper having an original maturity of less than 365 days
and issued by an institution
having
a short term
unsecured
debt rating in the
highest
available
rating
category of each of the Rating
Agencies that rates such securities, 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 set forth 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 October 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 Fraud Loss Coverage
Amount on a
Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan
Group 3 or Loan Group 4
realized
after the Fraud Loss
Coverage
Termination Date,
(ii) Special Hazard Loss in excess of the Special Hazard Loss
Coverage Amount on a
Mortgage Loan in Loan Group 1,
Loan Group 2,
Loan Group 3 or Loan Group 4
realized
after the Special Hazard
Coverage
Termination
Date or
(iii) Bankruptcy
Loss in excess of the
Bankruptcy
Loss Coverage
Amount on a
Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan Group 3 or Loan Group 4
realized
after the
Bankruptcy
Coverage Termination Date.
Expense Fee Rate:
As to each Mortgage
Loan,
the sum of the related
Servicing
Fee Rate,
the
Trust
Administrator
Fee Rate,
if
applicable,
and the rate at which the premium on a Lender
Paid
Mortgage
Guaranty Insurance Policy is calculated, if applicable.
Expense Fees: As to each Mortgage Loan and Distribution
Date, the sum of the related
Servicing
Fee,
the Trust
Administrator
Fee,
if
applicable,
and any
premium on any Lender
Paid
Mortgage
Guaranty
Insurance Policy, if applicable.
FDIC:
The Federal Deposit Insurance Corporation, or any successor
thereto.
FHLMC: The Federal Home Loan Mortgage
Corporation,
a corporate
instrumentality
of the United
States
created and existing
under Title III of the
Emergency
Home Finance Act of 1970,
as amended,
or any
successor thereto.
Financing
Statement:
A
financing
statement,
as
applicable,
filed
pursuant to the Uniform
Commercial Code to perfect a security interest in the Cooperative
Shares and Pledge Instruments.
First Horizon:
First Horizon Home Loan Corporation, and its successors and
assigns.
First Horizon
Serviced
Mortgage Loans:
The Mortgage Loans
identified as such on the Mortgage
Loan Schedule, for which First Horizon is the applicable Designated
Servicer.
First
Horizon
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing
Agreement
dated as of
October 1,
2005
among
DLJMC,
First
Horizon,
the
Master
Servicer
and the
Trust
Administrator, and acknowledged by the Trustee.
First Horizon
Underlying
Servicing
Agreement:
The "Servicing
Agreement"
referred to in the
First Horizon Reconstituted Servicing Agreement.
FNMA: The Federal
National
Mortgage
Association,
a federally
chartered and privately
owned
corporation
organized
and
existing
under the Federal
National
Mortgage
Association
Charter
Act, or any
successor thereto.
Fraud Loan: A Liquidated
Mortgage
Loan in Loan
Group 1,
Loan
Group 2,
Loan Group 3 or Loan
Group 4 as to which a Fraud Loss has occurred.
Fraud Loss Coverage
Amount:
The aggregate
amount of Fraud Losses that are allocated solely to
the Class C-B
Certificates,
as of the Closing Date,
$13,404,001,
subject to reduction
from time to time by
the amount of Fraud Losses
allocated to the
Class C-B
Certificates.
In
addition,
(a) on each
anniversary
prior to the fifth
anniversary
of the
Cut-off
Date,
the Fraud Loss
Coverage
Amount will be reduced to an
amount equal to the lesser of (A) 1.00% of the Aggregate
Groups 1-4
Collateral
Balance as of such date,
and
(B) the excess of the Fraud Loss Coverage
Amount as of the preceding
anniversary of the Cut-off Date over the
cumulative
amount of Fraud Losses on the Mortgage Loans in Loan Group 1,
Loan Group 2,
Loan Group 3 and Loan
Group 4
allocated to the Class C-B
Certificates
since such
preceding
anniversary
or the Cut-off Date, and
(b) on the fifth
anniversary of the Cut-off Date,
zero.
The Fraud Loss Coverage
Amount may be reduced below
the amount set forth above for any
Distribution
Date with the consent of the Rating
Agencies as evidenced by
a letter of each
Rating
Agency to the Trust
Administrator
to the effect
that any such
reduction
will not
result in a downgrading of the current ratings assigned to such
Classes of Certificates rated by it.
Fraud Loss
Coverage
Termination
Date:
The point in time at which the
applicable
Fraud Loss
Coverage Amount has been reduced to zero.
Fraud Losses:
Realized Losses on the Liquidated
Mortgage Loans in Loan Group 1,
Loan Group 2,
Loan
Group 3
and Loan
Group 4 as to which a loss is
sustained
by reason of a default
arising
from fraud,
dishonesty or
misrepresentation
in connection with the related
Mortgage Loan,
including a loss by reason of
the denial of coverage under any related Mortgage Guaranty
Insurance Policy because of such fraud,
dishonesty
or misrepresentation.
GMAC Mortgage:
GMAC Mortgage Corporation, and its successors and assigns.
GMAC Mortgage
Serviced
Mortgage Loans:
The Mortgage Loans
identified as such on the Mortgage
Loan Schedule, for which GMAC Mortgage is the applicable Servicer.
GMAC
Mortgage
Reconstituted
Servicing
Agreement:
That
certain
Reconstituted
Servicing
Agreement
dated as of
October 1,
2005
among
DLJMC,
GMAC
Mortgage,
the
Master
Servicer
and the
Trust
Administrator, and acknowledged by the Trustee.
GMAC Mortgage
Underlying
Servicing
Agreement:
The "Servicing
Agreement"
referred to in the
GMAC Mortgage Reconstituted Servicing Agreement.
Gross Margin:
With respect to any Mortgage Loan, the fixed
percentage
amount set forth in the
related
Mortgage Note and the Mortgage Loan
Schedule
that is added to the Index on each
Adjustment
Date in
accordance
with the terms of the related
Mortgage
Note to determine
the new Mortgage Rate for such Mortgage
Loan.
Group:
When used with respect to the Mortgage Loans,
any of Loan Group 1,
Loan Group 2,
Loan
Group 3,
Loan
Group 4
or Loan
Group 5,
or with
respect
to the
Certificates,
the
Class or
Classes
of
Certificates that relate to the corresponding Group or Groups.
Group 1:
With
respect to the
Mortgage
Loans,
the pool of
adjustable
rate
Mortgage
Loans
identified
in the
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 1
or with
respect
to the
Certificates, the Group 1 Certificates (as specified in the
Preliminary Statement).
Group 1 Senior Liquidation
Amount:
With respect to any Distribution
Date, the aggregate,
for
each
Mortgage Loan in Loan Group 1 which became a Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of (i) the Group 1 Senior
Percentage of the Stated
Principal
Balance of such Mortgage Loan and
(ii) the
applicable
Senior Prepayment
Percentage of the Liquidation
Principal with respect to such Mortgage
Loan.
Group 1 Senior Percentage:
With respect to any Distribution Date, the percentage
equivalent of
a fraction
the
numerator
of which is the
aggregate
Class
Principal
Balance of the
Group 1
Certificates
immediately
prior to such
Distribution
Date and the
denominator
of which is the
aggregate
of the
Stated
Principal
Balances of the Mortgage Loans in Loan Group 1 as of the first day
of the related
Collection Period
(excluding
any Group 1
Mortgage Loans that were subject to a Payoff,
the principal of which was
distributed
on the Distribution Date preceding the current
Distribution
Date);
provided,
however,
in no event will the
Group 1 Senior Percentage exceed 100%.
Group 1 Senior Principal
Distribution
Amount:
With respect to any Distribution
Date, the sum
of (i) the
Group 1 Senior
Percentage of the Principal
Payment Amount for Loan Group 1,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan
Group 1,
and (iii) the
Group 1
Senior Liquidation Amount.
Group 1 Subordinate
Percentage:
For any Distribution Date, the excess of 100% over the Group 1
Senior Percentage.
Group 2:
With
respect to the
Mortgage
Loans,
the pool of
adjustable
rate
Mortgage
Loans
identified
in the
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 2
or with
respect
to the
Certificates, the Group 2 Certificates (as specified in the
Preliminary Statement).
Group 2 Senior Liquidation
Amount:
With respect to any Distribution
Date, the aggregate,
for
each
Mortgage Loan in Loan Group 2 which became a Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of (i) the Group 2 Senior
Percentage of the Stated
Principal
Balance of such Mortgage Loan and
(ii) the
applicable
Senior Prepayment
Percentage of the Liquidation
Principal with respect to such Mortgage
Loan.
Group 2 Senior Percentage:
With respect to any Distribution Date, the percentage
equivalent of
a fraction
the
numerator
of which is the
aggregate
Class
Principal
Balance of the
Group 2
Certificates
immediately
prior to such
Distribution
Date and the
denominator
of which is the
aggregate
of the
Stated
Principal
Balances of the Mortgage Loans in Loan Group 2 as of the first day
of the related
Collection Period
(excluding
any Group 2
Mortgage Loans that were subject to a Payoff,
the principal of which was
distributed
on the Distribution Date preceding the current
Distribution
Date);
provided,
however,
in no event will the
Group 2 Senior Percentage exceed 100%.
Group 2 Senior Principal
Distribution
Amount:
With respect to any Distribution
Date, the sum
of (i) the
Group 2 Senior
Percentage of the Principal
Payment Amount for Loan Group 2,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan
Group 2,
and (iii) the
Group 2
Senior Liquidation Amount.
Group 2 Subordinate
Percentage:
For any Distribution Date, the excess of 100% over the Group 2
Senior Percentage.
Group 3:
With
respect to the
Mortgage
Loans,
the pool of
adjustable
rate
Mortgage
Loans
identified
in the
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 3
or with
respect
to the
Certificates, the Group 3 Certificates (as specified in the
Preliminary Statement).
Group 3 Senior Liquidation
Amount:
With respect to any Distribution
Date, the aggregate,
for
each
Mortgage Loan in Loan Group 3 which became a Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of (i) the Group 3 Senior
Percentage of the Stated
Principal
Balance of such Mortgage Loan and
(ii) the
applicable
Senior Prepayment
Percentage of the Liquidation
Principal with respect to such Mortgage
Loan.
Group 3 Senior Percentage:
With respect to any Distribution Date, the percentage
equivalent of
a fraction
the
numerator
of which is the
aggregate
Class
Principal
Balance of the
Group 3
Certificates
immediately
prior to such
Distribution
Date and the
denominator
of which is the
aggregate
of the
Stated
Principal
Balances
of the
Mortgage
Loans in Loan
Group 3,
as of the first day of the
related
Collection
Period
(excluding
any such
Mortgage
Loans
that
were
subject
to a
Payoff,
the
principal
of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event
will the Group 3 Senior Percentage exceed 100%.
Group 3 Senior Principal
Distribution
Amount:
With respect to any Distribution
Date, the sum
of (i) the
Group 3 Senior
Percentage of the Principal
Payment Amount for Loan Group 3,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan
Group 3,
and (iii) the
Group 3
Senior Liquidation Amount.
Group 3 Subordinate
Percentage:
For any Distribution Date, the excess of 100% over the Group 3
Senior Percentage.
Group 4:
With
respect to the
Mortgage
Loans,
the pool of
adjustable
rate
Mortgage
Loans
identified
in the
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 4
or with
respect
to the
Certificates, the Group 4 Certificates (as specified in the
Preliminary Statement).
Group 4 Senior Liquidation
Amount:
With respect to any Distribution
Date, the aggregate,
for
each
Mortgage Loan in Loan Group 4 which became a Liquidated
Mortgage Loan during the prior
calendar
month,
of the lesser of (i) the Group 4 Senior
Percentage of the Stated
Principal
Balance of such Mortgage Loan and
(ii) the
applicable
Senior Prepayment
Percentage of the Liquidation
Principal with respect to such Mortgage
Loan.
Group 4 Senior Percentage:
With respect to any Distribution Date, the percentage
equivalent of
a fraction
the
numerator
of which is the
aggregate
Class
Principal
Balance of the
Group 4
Certificates
immediately
prior to such
Distribution
Date and the
denominator
of which is the
aggregate
of the
Stated
Principal
Balances
of the
Mortgage
Loans in Loan
Group 4,
as of the first day of the
related
Collection
Period
(excluding
any such
Mortgage
Loans
that
were
subject
to a
Payoff,
the
principal
of which was
distributed on the Distribution Date preceding the current
Distribution Date);
provided,
however, in no event
will the Group 4 Senior Percentage exceed 100%.
Group 4 Senior Principal
Distribution
Amount:
With respect to any Distribution
Date, the sum
of (i) the
Group 4 Senior
Percentage of the Principal
Payment Amount for Loan Group 4,
(ii) the
applicable
Senior
Prepayment
Percentage
of the Principal
Prepayment
Amount for Loan
Group 4,
and (iii) the
Group 4
Senior Liquidation Amount.
Group 4 Subordinate
Percentage:
For any Distribution Date, the excess of 100% over the Group 4
Senior Percentage.
Group 5:
With
respect to the
Mortgage
Loans,
the pool of
adjustable
rate
Mortgage
Loans
identified
in the
Mortgage
Loan
Schedule
as
having
been
assigned
to
Group 5
or with
respect
to the
Certificates, the Group 5 Certificates.
Group 5 Certificates:
As set forth 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 2005-11,
Adjustable Rate
Mortgage-Backed
Pass Through
Certificates,
Series
2005-11,
Group 5
Certificates"
Funds in the Group 5 Interest Rate Cap Account shall be held in
trust for the
Certificateholders
for the uses and
purposes
set forth in this
Agreement.
The
Group 5
Interest
Rate Cap
Account
will not be an asset of any REMIC.
Ownership
of the Group 5
Interest
Rate Cap Account is evidenced
by the Class 5-X Certificates.
Group 5
Interest Rate Cap
Agreement:
The interest rate cap agreement
relating to the Group 5
Certificates
consisting of the ISDA Master
Agreement,
the Schedule and the Credit Support Annex,
each dated
as of the Closing Date and the
Confirmations
related thereto,
between the Trustee on behalf of the Trust and
the
Group 5 Interest
Rate Cap
Counterparty,
as such agreement may be amended and supplemented in accordance
with its terms and any
replacement
Group 5
Interest Rate Cap
Agreement
acceptable to the Depositor and the
Trustee.
Group 5 Interest
Rate Cap
Counterparty:
Credit
Suisse
First
Boston
International,
or any
successor in interest thereto under the Group 5 Interest Rate Cap
Agreement.
Group 5 Senior Certificates:
As set forth 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) 82.10%
and
(ii) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date and (B) the amount, if any,
by which (i) the Aggregate Loan Group Balance for Loan Group 5 for
such
Distribution
Date exceeds
(ii) 0.50%
of the Aggregate Loan Group Balance for Loan Group 5 as of the
Cut-off Date.
Group 5 Subordinate Certificates:
As set forth in the Preliminary Statement.
Index:
With
respect
to any
Mortgage
Loan and each
related
Adjustment
Date,
the index as
specified in the related Mortgage Note.
Indirect
Participants:
Entities,
such as banks,
brokers,
dealers and trust companies,
that
clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.
IndyMac:
IndyMac Bank, F.S.B., and its successors and assigns.
IndyMac
Serviced
Mortgage
Loans:
The Mortgage Loans
identified as such on the Mortgage Loan
Schedule, for which IndyMac is the applicable Servicer.
IndyMac
Reconstituted
Servicing
Agreement:
That certain
Reconstituted
Servicing
Agreement
dated as of
October 1,
2005 among
DLJMC,
IndyMac,
the Master
Servicer
and the Trust
Administrator,
and
acknowledged by the Trustee.
IndyMac Underlying
Servicing
Agreement:
The "Servicing
Agreement" referred to in the IndyMac
Reconstituted Servicing Agreement.
Initial Bankruptcy Loss Coverage Amount:
$275,666.
Initial Class Principal Balance:
As set forth in the Preliminary Statement.
Insurance
Policy:
With respect to any Mortgage Loan
included in the Trust Fund,
any Mortgage
Guaranty
Insurance
Policy,
any standard hazard insurance
policy,
flood insurance policy or title insurance
policy,
including all riders and endorsements thereto in effect,
including any replacement policy or policies
for any Insurance Policies.
Insurance
Proceeds:
Proceeds of any primary mortgage guaranty insurance
policies,
including,
without
limitation,
any other
Insurance
Policies
with
respect to the Mortgage
Loans,
to the extent such
proceeds are not applied to the restoration of the related
Mortgaged
Property or released to the Mortgagor in
accordance with the related Servicer's or Designated Servicer's
normal servicing procedures.
Interest
Determination
Date:
With
respect
to the LIBOR
Certificates
and for each
Accrual
Period, the second LIBOR Business Day preceding the commencement of
such Accrual Period.
Interest
Distribution
Amount:
With
respect to any
Distribution
Date and
interest
bearing
Class of Group 1,
Group 2,
Group 3,
Group 4 and Class C-B Certificates,
the sum of (i) one month's interest
accrued during the related
Accrual Period at the
applicable
Pass-Through
Rate for such Class on the related
Class
Principal
Balance
or
Class Notional
Amount,
as
applicable,
subject
to
reduction
pursuant
to
Section 4.01(I)(B), and (ii) any Class Unpaid Interest Amounts for
such Class and Distribution Date.
Interest
Remittance
Amount:
For any Distribution Date and the Mortgage Loans in Loan Group 5,
an amount
equal to the sum of (1) all
interest
collected
(other than
Payaheads)
or advanced in respect of
Scheduled
Payments
on the
Mortgage
Loans in such Loan
Group
during the
related
Collection
Period,
the
interest
portion of Payaheads
previously
received on the Mortgage
Loans in such Loan Group and intended for
application in the related
Collection
Period and interest
portion of all Payoffs (net of Payoff Interest and
Prepayment
Interest
Excess for such
Distribution
Date) and
Curtailments
received on the Mortgage Loans in
such Loan Group during the related
Prepayment
Period,
less (x) the
applicable
Expense Fees with respect to
such
Mortgage
Loans
and
(y) unreimbursed
Advances
and
other
amounts
due to the
Master
Servicer,
the
applicable
Servicer,
the Back-Up Servicer and the Trust Administrator with respect to
such Mortgage Loans, to
the extent allocable to interest,
(2) all
Compensating
Interest
Payments paid by a Servicer with respect to
the Mortgage Loans in such Loan Group with
respect to the related
Prepayment
Period,
(3) the portion of any
Substitution
Adjustment
Amount and
Purchase
Price
paid with
respect
to the
Mortgage
Loans in such Loan
Group during
the
related
Collection
Period,
in each case
allocable
to interest
and the
proceeds of any
purchase
of such
Mortgage
Loans by the
Terminating
Entity
pursuant
to
Section 11.01
in an
amount
not
exceeding
the
interest
portion of the Par Value
with
respect
to such
Mortgage
Loans,
and
(4) all
Net
Liquidation
Proceeds and recoveries (net of unreimbursed
Advances,
Servicing
Advances and expenses,
to the
extent
allocable to interest,
and unpaid Expense Fees), if any,
collected with respect to the Mortgage Loans
in such Loan Group during the prior calendar month, to the extent
allocable to interest.
Interest
Shortfall:
For any
Distribution
Date and the
Mortgage
Loans in Loan
Group 5,
an
amount
equal to the
aggregate
shortfall,
if any, in
collections
of interest
(adjusted to the related Net
Mortgage Rate) on Mortgage Loans in Loan Group 5 resulting from (a)
Principal
Prepayments
received during the
related
Prepayment Period after giving effect to the Compensating
Interest Payment for such Distribution Date
and
(b) interest
payments on certain of the Mortgage
Loans in Loan
Group 5
being
limited
pursuant to the
provisions of the Relief Act.
JPMorgan:
JPMorgan Chase Bank, N.A., and its successors and assigns.
JPMorgan
Serviced
Mortgage Loans:
The Mortgage Loans
identified as such on the Mortgage Loan
Schedule, for which JPMorgan is the applicable Servicer.
LaSalle:
LaSalle Bank, National Association.
LaSalle Bank Custodial Agreement:
That certain Custodial Agreement dated as of October 1,
2005
among LaSalle, the Trustee and the Trust Administrator.
Lender Paid Mortgage
Guaranty
Insurance Policy:
Any lender paid Mortgage
Guaranty
Insurance
Policy.
LIBOR
Business
Day:
Any day other
than
(i) a
Saturday
or a Sunday or (ii) a
day on which
banking
institutions in the State of New York or in the City of London,
England are required or authorized by
law to be closed.
LIBOR Certificates:
As set forth in the Preliminary Statement.
Liquidated
Mortgage
Loan:
With respect to any
Distribution
Date, a defaulted
Mortgage Loan
(including
any
REO Property)
which
was
liquidated
in the
calendar
month
preceding
the
month
of such
Distribution
Date and as to which a Servicer,
has
determined
(with respect to the
Non-Designated
Mortgage
Loans,
in accordance
with this
Agreement,
or with respect to the Designated
Mortgage
Loans, in accordance
with the related
Designated
Servicing
Agreement)
that it has
received all amounts it expects to receive in
connection
with the
liquidation
of such
Mortgage
Loan,
including
the final
disposition
of the
related
REO Property, whether from Insurance Proceeds, Liquidation Proceeds
or otherwise.
Liquidation
Expenses:
Customary and reasonable "out of pocket" expenses incurred by a
Servicer
(or the related
Subservicer)
in
connection
with the
liquidation
of any
defaulted
Mortgage
Loan and not
recovered by the related Servicer (or the related
Subservicer)
under a Mortgage Guaranty Insurance Policy for
reasons
other than such
Servicer's
failure to comply with
Section 3.09
hereof,
such
expenses
including,
without
limitation,
legal fees and
expenses,
any
unreimbursed
amount
expended by a Servicer
pursuant to
Section 3.11
hereof
respecting the related
Mortgage and any related and
unreimbursed
expenditures for real
estate
property taxes or for property
restoration
or
preservation
to the extent not previously
reimbursed
under any hazard
insurance policy for reasons other than such Servicer's
failure to comply with
Section 3.11
hereof.
Liquidation
Principal:
With respect to any
Distribution
Date and a Loan Group, the principal
portion of Net
Liquidation
Proceeds
received with respect to each Mortgage Loan in that Loan Group,
but not
in excess of the principal
balance of such Mortgage Loan, which became a Liquidated
Mortgage Loan (but not in
excess of the
principal
balance
thereof)
during the
preceding
calendar
month,
exclusive
of the portion
thereof, if any, attributable to Assigned Prepayment Premiums.
Liquidation
Proceeds:
Amounts,
including Insurance Proceeds,
received in connection with the
partial or complete liquidation of defaulted Mortgage Loans,
whether through trustee's sale,
foreclosure sale
or
otherwise
or amounts
received
in
connection
with any
condemnation
or partial
release of a Mortgaged
Property related to a Mortgage Loan and any other proceeds
received in connection with an REO Property,
other
than Recoveries.
Loan Group: Any of Loan Group 1,
Loan Group 2,
Loan Group 3,
Loan Group 4 or Loan Group 5, as
applicable.
Loan Group 1,
Loan Group 2,
Loan Group 3 and Loan Group 4 together will constitute one
sub-trust
and Loan Group 5 will constitute another sub-trust.
Loan
Group 1:
All Mortgage
Loans
identified as Loan Group 1
Mortgage
Loans on the Mortgage
Loan Schedule.
Loan
Group 2:
All Mortgage
Loans
identified as Loan Group 2
Mortgage
Loans on the Mortgage
Loan Schedule.
Loan
Group 3:
All Mortgage
Loans
identified as Loan Group 3
Mortgage
Loans on the Mortgage
Loan Schedule.
Loan
Group 4:
All Mortgage
Loans
identified as Loan Group 4
Mortgage
Loans on the Mortgage
Loan Schedule.
Loan
Group 5:
All Mortgage
Loans
identified as Loan Group 5
Mortgage
Loans on the Mortgage
Loan Schedule.
Loan-to-Value Ratio: As of any date, the fraction,
expressed as a percentage,
the numerator of
which is the Stated
Principal
Balance
of the
related
Mortgage
Loan at the date of
determination
and the
denominator of which is the Appraised Value of the Mortgaged
Property.
Loss and Delinquency
Test:
With respect to the SPS Mortgage Loans,
SPS will fail the Loss and
Delinquency Test on any date of determination as to which (i) the
aggregate
outstanding
principal balance of
the SPS Mortgage Loans
delinquent 60 days or more
(including all related REO Properties and related
Mortgage
Loans in
foreclosure)
(averaged
over the
preceding
six month
period),
as a percentage
of the
aggregate
principal
balance of the SPS Mortgage
Loans as of the first day of the month of such
determination
is equal
to or greater than 50% or
(ii) cumulative
Realized Losses for the SPS Mortgage Loans exceed (a) with
respect
to any month prior to the third
anniversary of the first
Distribution
Date,
20% of the aggregate
principal
balance
of the SPS
Mortgage
Loans
as of the
Closing
Date
(the
"Original
SPS
Mortgage
Loan
Principal
Balance"),
(b) with respect to any month on or after the third anniversary but
prior to the eighth anniversary
of the first Distribution
Date, 30% of the Original SPS Mortgage Loan Principal
Balance,
(c) with respect to
any month on or after the
eighth
anniversary
but prior to the ninth
anniversary
of the first
Distribution
Date, 35% of the Original SPS Mortgage Loan Principal
Balance,
(d) with
respect to any month on or after the
ninth
anniversary but prior to the tenth anniversary of the first
Distribution
Date, 40% of the Original SPS
Mortgage Loan Principal
Balance,
(e) with respect to any month on or after the tenth anniversary but
prior to
the
eleventh
anniversary
of the first
Distribution
Date,
45% of the Original
SPS
Principal
Balance and
(f) with respect to any month on or after the eleventh
anniversary of the first
Distribution Date, 50% of the
Original SPS Mortgage Loan Principal
Balance.
For purposes of this
definition,
the term
"Realized
Losses"
shall not include Debt Service Reductions or Deficient Valuations.
Lost Mortgage
Note: Any Mortgage Note the original of which was
permanently
lost or destroyed
and has not been replaced.
Majority
Servicer:
With
respect to any
Optional
Termination,
the
Servicer
servicing
the
largest
percentage of Mortgage
Loans in the Loan Group(s) to be purchased in such
Optional
Termination
(by
Stated Principal
Balance of outstanding
Mortgage Loans on the Optional
Termination
Date) which has notified
the Trust
Administrator
of its
intention
to be the
Terminating
Entity of such Loan
Group(s)
pursuant to
Section 11.02(a).
Marker Rate:
With respect to the
Class 5-X
Certificates
and the REMIC II
Regular
Interests
LT1, LT2, LT3 and LT4 and any
Distribution
Date, a per annum rate equal to two (2) times the weighted average
of the
Uncertificated
REMIC II
Pass-Through
Rates for REMIC II
Regular
Interest LT2 and REMIC II
Regular
Interest LT3.
Master Servicer:
Wells Fargo.
Maturity Date:
The Distribution Date occurring in February 2036.
Maximum Interest Rate: With respect to the Group 5
Certificates
and any Distribution
Date, an
annual rate equal to the weighted
average of the Maximum
Mortgage Rates of the Mortgage Loans in Loan Group 5
minus the weighted average Expense Fee Rate of the Mortgage Loans
in Loan Group 5.
Maximum
Mortgage
Rate:
With respect to each Mortgage
Loan,
the
percentage set forth in the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS:
Mortgage
Electronic
Registration
Systems,
Inc., a corporation
organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan:
Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System:
The system of recording transfers of mortgages electronically
maintained by MERS.
MIN:
The mortgage identification number for any MERS Mortgage Loan.
Minimum
Mortgage
Rate:
With respect to each Mortgage
Loan,
the
percentage set forth in the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee fro the
originator of such Mortgage Loan and its successors and assigns.
Monthly Excess Cashflow:
For any
Distribution
Date, an amount equal to the sum of the Monthly
Excess Interest,
Overcollateralization
Release Amount, if any for such date, and any Principal Payment
Amount
remaining
after
the
application
of
items
(i) through
(v) in
the
distribution
thereof
pursuant
to
Section 4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest:
For any Distribution
Date, any Interest
Remittance
Amount remaining
after the application of items (i) through (v) in the distribution
thereof, pursuant to Section 4.01(II)(a).
Moody's:
Moody's Investors Service, Inc. or any successor thereto.
Mortgage:
With respect to a Mortgage
Loan,
the
mortgage,
deed of trust or other
instrument
creating a first lien on a fee simple or leasehold estate securing
a Mortgage Note.
Mortgaged
Property:
The underlying real property
securing a Mortgage Loan or, with respect to
a Cooperative Loan, the related Cooperative Shares and Proprietary
Lease.
Mortgage
File:
For each Mortgage
Loan,
the Trustee
Mortgage File and the Servicer
Mortgage
File.
Mortgage Guaranty
Insurance Policy:
Each policy of primary mortgage guaranty
insurance or any
replacement policy therefor with respect to any Mortgage Loan.
Mortgage
Loans:
Such of the mortgage
loans and
cooperative
loans (if any)
transferred
and
assigned
to the
Trustee
pursuant
to the
provisions
hereof
as from time to time are held as a part of the
Trust Fund
(including
any
REO Property),
the mortgage
loans so held being
identified in the Mortgage Loan
Schedule,
notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property.
With
respect to each Mortgage Loan that is a Cooperative
Loan, if any,
"Mortgage
Loan" shall include,
but not be
limited to, the related
Mortgage
Note,
Security
Agreement,
Assignment of
Proprietary
Lease,
Recognition
Agreement,
Cooperative
Shares and
Proprietary
Lease and,
with respect to each
Mortgage
Loan other than a
Cooperative
Loan,
"Mortgage Loan" shall include,
but not be limited to the related Mortgages and the related
Mortgage Notes.
Mortgage Loan Purchase Price: The price,
calculated as set forth in
Section 11.01,
to be paid
in connection with the purchase of the Mortgage Loans pursuant to
an Optional Termination of the Trust Fund.
Mortgage Loan
Schedule:
The list of Mortgage Loans (as from time to time amended by the
Seller
to reflect the addition of Qualified
Substitute
Mortgage Loans and the purchase of Mortgage Loans pursuant to
Sections
2.01, 2.02
or 2.03)
transferred
to the
Trustee
as part of the
Trust
Fund and from time to time
subject to this
Agreement,
attached
hereto as Schedule
I,
setting
forth the
following
information
with
respect to each Mortgage Loan and applicable Servicer by Loan
Group:
1.
the Mortgage Loan identifying number;
2.
the Mortgagor's name;
3.
the street address of the Mortgaged Property including the state
and zip code;
4.
a code indicating the type of Mortgaged
Property
(detached single family dwelling,
PUD,
condominium
unit, two- to four-unit residential property or Cooperative Unit)
and the occupancy status.
5.
the original months to maturity or the remaining
months to maturity from the Cut-off Date, in any case
based on the original
amortization
schedule
and, if
different,
the maturity
expressed in the same
manner but based on the actual amortization schedule;
6.
the Loan-to-Value Ratio at origination;
7.
the Mortgage Rate as of the Cut-off Date;
8.
the stated maturity date;
9.
the amount of the Scheduled Payment as of the Cut-off Date;
10.
the original principal amount of the Mortgage Loan;
11.
the
principal
balance of the
Mortgage
Loan as of the close of business on the Cut-off
Date,
after
deduction of payments of principal due on or before the Cut-off
Date whether or not collected;
12.
a code indicating the purpose of the Mortgage Loan (i.e.,
purchase,
rate and term
refinance,
equity
take out refinance);
13.
whether such Mortgage Loan has a Prepayment Premium;
14.
[reserved];
15.
the Expense Fee Rate as of the Cut-off Date;
16.
the related
Servicing
Fee Rate (which may be
disclosed on the
Mortgage
Loan
Schedule in two parts
identified as the master
servicing
fee and
servicing
fee or in two parts
identified as the "Lender
Fee" and the "Mgmt Fee");
17.
[reserved];
18.
whether such Mortgage Loan is a SPS Serviced
Mortgage Loan, Wells Fargo Serviced
Mortgage Loan, Ocwen
Serviced Mortgage Loan,
JPMorgan Serviced Mortgage Loan, IndyMac Serviced Mortgage Loan,
GMAC Mortgage
Serviced Mortgage Loan,
Countrywide
Serviced Mortgage Loan,
EverBank Serviced Mortgage Loan or First
Horizon Serviced Mortgage Loan;
19.
the Index that is associated with such Mortgage Loan, if
applicable;
20.
the Gross Margin, if applicable;
21.
the Periodic Rate Cap, if applicable;
22.
the Minimum Mortgage Rate, if applicable;
23.
the Maximum Mortgage Rate, if applicable;
24.
the first Adjustment Date after the Cut-off Date, if applicable;
25.
a code indicating whether the Mortgage Loan is a MERS Mortgage Loan
and, if so, its corresponding MIN;
26.
the Custodian for such Mortgage Loan; and
With respect to the Mortgage
Loans in the
aggregate,
each Mortgage
Loan
Schedule
shall set
forth the following information, as of the Cut-off Date:
1.
the number of Mortgage Loans;
2.
the
current
aggregate
principal
balance of the
Mortgage
Loans as of the close of
business on the
Cut-off
Date,
after
deduction of payments of principal
due on or before the Cut-off Date whether or
not collected; and
3.
the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage Note: The original
executed note or other evidence of the
indebtedness of a Mortgagor
under a Mortgage Loan.
Mortgage Rate:
The annual rate of interest borne by a Mortgage Note.
Mortgagor:
The obligor on a Mortgage Note.
Net
Excess
Spread:
With
respect
to any
Distribution
Date and Loan
Group 5,
a
fraction,
expressed
as a
percentage,
the
numerator
of which is equal to the excess of (x) the
Aggregate
Loan Group
Balance for Loan Group 5 for the
immediately
preceding
Distribution
Date,
multiplied by the product of (A)
the Net WAC Rate for Loan
Group 5
and (B) the actual
number of days
elapsed in the related
Accrual
Period
divided by 360 over (y) the
aggregate
Current Interest for Loan Group 5 for such
Distribution
Date, and the
denominator
of which
is an
amount
equal to the
Aggregate
Loan
Group
Balance
for Loan
Group 5
for the
immediately
preceding
Distribution
Date,
multiplied
by the actual
number of days
elapsed in the
related
Accrual Period divided by 360.
Net
Funds
Cap:
For any
Distribution
Date
and the
Group 5
Certificates
(other
than
the
Class 5-X
Certificates),
will be a per annum rate equal to (a) a
fraction,
expressed as a
percentage,
the
numerator of which is the product of (1) the Optimal Interest
Remittance Amount for such date and (2) 12,
and
the
denominator of which is the Aggregate
Loan
Group Balance
for Loan Group 5
(excluding any such Mortgage
Loans
that
were
subject
to a Payoff,
the
principal
of which was
distributed
on the
Distribution
Date
preceding the current
Distribution Date) for the immediately
preceding
Distribution Date (or, in the case of
the first
Distribution
Date,
the
Aggregate
Loan
Group Balance
for Loan
Group 5 as of the Cut-off
Date,
multiplied by (b) a
fraction,
the numerator of which is 30 and the
denominator of which is the actual number
of days in the related Accrual Period.
Net
Interest
Shortfalls:
For any
Distribution
Date and the
Group 1,
Group 2,
Group 3 and
Group 4
Mortgage
Loans,
the sum of (A) the amount of interest which would otherwise have
been received for a
Mortgage Loan in the related Loan
Group during
the prior
calendar month that was the subject of (x) a Relief
Act
Reduction or (y) a
Special
Hazard Loss,
Fraud Loss or
Bankruptcy
Loss,
after the
exhaustion
of the
respective
amounts of coverage provided by the Class C-B
Certificates for those types of losses;
and (B) any
related Net Prepayment Interest Shortfalls.
Net
Liquidation
Proceeds:
With respect to any
Liquidated
Mortgage
Loan,
the excess of the
related Liquidation Proceeds over the sum of Liquidation
Expenses,
Expense Fees and unreimbursed Advances and
Servicing Advances.
Net Mortgage
Rate: As to each Mortgage
Loan,
and at any time, the per annum rate equal to the
Mortgage Rate for such Mortgage Loan less the related Expense Fee
Rate.
Net Prepayment Interest
Shortfalls:
With respect to any Distribution Date, the amount by which
the aggregate of Prepayment
Interest
Shortfalls during the related Prepayment Period exceeds the
Compensating
Interest Payment for such Distribution Date.
Net Realized Losses: For any Class of
Certificates,
other than the Group 5
Certificates,
and
any Distribution
Date, the excess of (i) the amount of unreimbursed
Realized Losses
previously
allocated to
that
Class over
(ii) the
sum of
(a) the
amount of any
increases
to the Class
Principal
Balance of that
Class pursuant
to
Section 4.03
due to Recoveries
and
(b) amounts
previously
distributed to such Class in
respect of Realized Losses pursuant to Section 4.01.
Net
Recovery
Realized
Losses:
For
any
Class of
Certificates,
other
than
the
Group 5
Certificates,
and any
Distribution
Date, the excess of Net Realized Losses for such
Distribution
Date over
the amount distributed in respect of Realized Losses pursuant to
Section 4.01 on that Distribution Date.
Net WAC Rate:
With respect to Loan
Group 1,
Loan
Group 2,
Loan Group 3 and Loan Group 4 and
for any Distribution
Date, the Weighted Average
Pass-Through
Rate for such Loan Group for such
Distribution
Date.
In addition, for any purpose for which the Net WAC Rate is
calculated,
the interest rate on the
Mortgage Loans shall be appropriately
adjusted to account for the difference
between any counting
convention
used with
respect to the
Mortgage
Loans and any counting
convention
used with
respect to a REMIC
Regular
Interest.
Non-Designated Mortgage Loans:
The Mortgage Loans that are not Designated Mortgage Loans.
Nonrecoverable
Advance:
Any
portion of an Advance or
Servicing
Advance
previously
made or
proposed
to be made by the Master
Servicer
or a Servicer
that,
in the good
faith
judgment
of the Master
Servicer
or a Servicer
(as
applicable),
will not be
ultimately
recoverable
by the Master
Servicer
or a
Servicer (as applicable) from the related Mortgagor,
related
Liquidation
Proceeds or otherwise from proceeds
or collections on the related Mortgage Loan.
Notional Amount Certificates:
As set forth in the Preliminary Statement.
Ocwen:
Ocwen Loan Servicing, LLC, and its successors and assigns.
Ocwen
Serviced
Mortgage
Loans:
The Mortgage
Loans
identified
as such on the Mortgage Loan
Schedule, for which Ocwen is the applicable Servicer.
Offered Certificates:
As set forth in the Preliminary Statement.
Officer's
Certificate:
A certificate signed by the Chairman of the Board, any Vice
Chairman of
the Board,
the President,
an Executive Vice
President,
Senior Vice President,
a Vice
President,
or other
authorized officer, the Treasurer,
the Secretary,
or one of the Assistant Treasurers or Assistant Secretaries
of the Depositor,
the Seller, the Master Servicer,
the Servicers,
the Special Servicer,
a Subservicer,
the
Trustee or the Trust
Administrator,
as the case may be, and
delivered
to the
Depositor,
the
Seller,
the
Master Servicer,
the Special Servicer, the Servicers,
the Trustee or the Trust Administrator,
as required by
this Agreement.
Opinion of Counsel:
A written
opinion of counsel,
who may be counsel for the
Depositor,
the
Master Servicer or a Servicer,
including in-house counsel,
reasonably acceptable to the Trustee and the Trust
Administrator.
With respect to the
definition
of Eligible
Account in this
Article I and Sections
2.05 and
7.04 hereof and any opinion dealing with the
qualification of each REMIC created
hereunder or compliance with
the REMIC
Provisions,
such counsel must (i) in fact be independent of the Depositor,
the Master Servicer and
such
Servicer,
(ii) not have any direct
financial
interest in the
Depositor,
the Master
Servicer or such
Servicer or in any
affiliate
of either of them and
(iii) not
be connected
with the
Depositor,
the Master
Servicer
or such
Servicer as an officer,
employee,
promoter,
underwriter,
trustee,
partner,
director or
Person performing similar functions;
provided,
that with respect to Wells Fargo Bank, N.A. as Servicer,
such
counsel may be in-house counsel for Wells Fargo Bank, N.A. as
Servicer.
Optimal Interest
Remittance
Amount:
With respect to any
Distribution
Date and Loan Group 5,
the excess of (i) the product of (1) (x) 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
divided by (y) 12 and (2) the Aggregate
Loan
Group Balance
for Loan Group 5 for the
immediately
preceding
Distribution
Date
(excluding
any such
Mortgage Loans that were subject to a Payoff,
the principal of which was distributed on the Distribution
Date
preceding the current
Distribution
Date), over (ii) any
expenses that reduce the Interest
Remittance Amount
with respect to Loan Group 5 that did not arise as a result of a
default or
delinquency
of the Mortgage Loans
in Loan Group 5 or were not taken into account in computing the
Expense Fee Rate.
Optional Termination:
The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional
Termination
Date:
The date fixed by a
Terminating
Entity for the
purchase
of the
Mortgage Loans pursuant to Section 11.01.
Optional
Termination
Notice
Period:
The
period
during
which
notice is to be given to the
affected Certificateholders of an Optional Termination pursuant to
Section 11.03(d).
OTS:
The Office of Thrift Supervision.
Outsourcer:
As defined in Section 3.02.
Overcollateralization
Amount:
For any
Distribution
Date,
an amount equal to the amount,
if
any, by which
(x) the
Aggregate
Loan Group
Balance
for Loan
Group 5 for such
Distribution
Date
exceeds
(y) the aggregate Class Principal Balance of the Group 5
Certificates (other than the Class 5-X
Certificates)
after giving effect to payments on such Distribution Date.
Overcollateralization
Deficiency:
For any
Distribution
Date,
the
amount,
if any, by which
(x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds (y)
the Overcollateralization
Amount for such
Distribution
Date,
calculated
for this purpose after giving effect to the reduction on such
Distribution
Date of the
aggregate
Class
Principal
Balance of the
Group 5
Certificates
(other
than the
Class 5-X
Certificates)
resulting from the payment of the Principal
Payment Amount on such Distribution Date
but prior to allocation of any Applied Loss Amount on the Group 5
Certificates on such Distribution Date.
Overcollateralization
Release Amount:
For any Distribution Date, an amount equal to the lesser
of (x) the
Principal
Remittance
Amount for Loan Group 5 for such
Distribution
Date and (y) the amount,
if
any, by which (1) the
Overcollateralization
Amount for such date, calculated for this purpose on the basis of
the assumption that 100% of the Principal
Remittance
Amount for Loan Group 5 for such date is applied on such
date in reduction of the
aggregate of the Class
Principal
Balances of the Group 5
Certificates
(other than
the Class 5-X Certificates), exceeds (2) the Targeted
Overcollateralization Amount for such date.
Overcollateralized Group:
As defined in Section 4.07(b).
Participant:
A broker,
dealer, bank, other financial
institution or other Person for whom DTC
effects book entry transfers and pledges of securities deposited
with DTC.
Par-Value:
As defined in Section 11.01.
Pass-Through
Entity:
(a) a regulated
investment company described in Section 851 of the Code,
a real estate
investment
trust
described in Section 856 of the Code, a common trust fund or an
organization
described in
Section 1381(a) of
the Code,
(b) any
partnership,
trust or estate or (c) any person holding a
Class A Certificate as nominee for another person.
Pass-Through
Rate:
For any
interest
bearing
Class of
Certificates,
the per annum rate set
forth or
calculated
in the manner
described
in the
Preliminary
Statement.
Interest on the
Certificates,
other than the LIBOR
Certificates,
will be computed on the basis of a 360 day year comprised of twelve
30 day
months.
Interest on the LIBOR
Certificates
and the Class 5-X
Certificates
(to the extent it is entitled to
interest
from Loan
Group 5)
will be
computed on the basis of a 360-day
year and the actual
number of days
elapsed in the related Accrual Period.
Payahead:
Any
Scheduled
Payment
intended
by
the
related
Mortgagor
to
be
applied
in a
Collection Period subsequent to the Collection Period in which such
payment was received.
Payoff:
Any payment of
principal
on a Mortgage
Loan equal to the entire
outstanding
Stated
Principal
Balance of such
Mortgage
Loan,
if
received
in advance of the last
scheduled
Due Date for such
Mortgage Loan and
accompanied by an amount of interest
equal to accrued unpaid
interest on the Mortgage Loan
to the date of such payment in full.
Payoff Interest:
For any Distribution
Date with respect to each SPS Serviced Mortgage Loan for
which a Payoff was
received
on or after the first
calendar
day of the month of such
Distribution
Date and
before the 15th calendar day of such month,
an amount of interest
thereon at the applicable Net Mortgage Rate
from the first day of such month through the day of receipt
thereof.
Percentage
Interest:
With respect to any
Certificate,
either the percentage set forth on the
face
thereof or equal to the
percentage
obtained by dividing the
Denomination
of such
Certificate
by the
aggregate of the Denominations of all Certificates of the same
Class.
Person:
Any
individual,
corporation,
partnership,
joint venture,
association,
joint stock
company, trust, unincorporated organization or government, or any
agency or political subdivision thereof.
Physical Certificates:
As set forth in the Preliminary Statement.
Pledge
Instruments:
With respect to each Cooperative
Loan, the Stock Power, the Assignment of
Proprietary Lease and the Security Agreement.
Prepayment
Interest
Excess:
With respect to any Ocwen Serviced
Mortgage
Loan,
Distribution
Date and Payoff during the portion of the related
Prepayment
Period
occurring from the first day through the
fourteenth day of the calendar month in which such
Distribution
Date occurs,
an amount equal to interest (to
the extent
received) at the applicable
Mortgage Rate (giving effect to any applicable
Relief Act Reduction),
as reduced by the related
Expense Fee Rate on the amount of such Payoff for the number of
days
commencing
on
the first day of the
calendar
month in which such
Distribution
Date
occurs and ending on the date on which
such Payoff is so applied;
provided,
that
Prepayment
Interest
Excess
shall only exist with respect to any
Ocwen
Serviced
Mortgage
Loan and any
Distribution
Date if the related
Payoff is deposited by Ocwen in the
related
Collection
Account pursuant to Section 3.05(c)(i) hereof in the same month as
such Payoff is made, to
be included with distributions on such Distribution Date.
Prepayment
Interest
Shortfall:
With
respect
to any
Mortgage
Loan,
Distribution
Date and
Principal
Prepayment
(other than a Payoff on a Wells Fargo
Serviced
Mortgage
Loan,
SPS Serviced
Mortgage
Loan,
Ocwen
Serviced
Mortgage Loan or JPMorgan
Serviced
Mortgage Loan received
during the period from and
including the first day to and including the 14th day of the month
of such
Distribution
Date) received during
the related
Prepayment
Period,
the
difference
between
(i) one
full
month's
interest at the
applicable
Mortgage Rate (giving
effect to any
applicable
Relief Act
Reduction,
Debt Service
Reduction and Deficient
Valuation),
as reduced by the Servicing Fee Rate, if applicable,
on the outstanding principal balance of such
Mortgage Loan
immediately
prior to such
prepayment
or, if such Principal
Prepayment is a Curtailment,
the
principal
amount of such
Curtailment and (ii) the amount of interest
actually
received with respect to such
Mortgage Loan in connection with such Principal Prepayment, net of
the Servicing Fee, if applicable.
Prepayment
Period:
With
respect to each
Distribution
Date and each Payoff with respect to a
Wells Fargo Serviced
Mortgage
Loan, SPS Serviced
Mortgage
Loan,
JPMorgan
Serviced
Mortgage Loan or Ocwen
Serviced
Mortgage Loan, the related
"Prepayment
Period" will commence on the 15th day of the month preceding
the month in which the
related
Distribution
Date occurs
(or,
in the case of the first
Distribution
Date,
commencing
on the
Cut-off
Date) and will end on the 14th day of the month in which
such
Distribution
Date
occurs.
With respect to each
Distribution
Date and each Payoff with respect to any Mortgage Loan serviced by
a Designated
Servicer,
the related "Prepayment Period" will be the period set forth in the
related Designated
Servicing
Agreement.
With
respect
to each
Distribution
Date
and each
Curtailment
with
respect
to any
Mortgage Loan,
the related
"Prepayment
Period" will be the calendar month
preceding the month in which such
Distribution Date occurs.
Prepayment
Premium:
With respect to any Mortgage Loan, any fee or premium
required to be paid
if the Mortgagor prepays such Mortgage Loan as provided in the
related Mortgage Note or Mortgage.
Principal
Payment
Amount:
For any
Distribution
Date and Loan Group 1,
Loan
Group 2,
Loan
Group 3 or Loan Group 4,
the sum of (i) the principal portion of the Scheduled
Payments on the Mortgage Loans
in such Loan Group due on the related Due Date,
(ii) the
principal
portion of repurchase
proceeds
received
with respect to any Mortgage Loan in such Loan
Group which
was
repurchased
as permitted or required by this
Agreement
during
the period
beginning
on the 15th day of the month
preceding
such
Distribution
Date and
ending on the 14th day of the month of such
Distribution
Date,
with
notice and
receipt of funds
three (3)
Business
Days prior to the 14th day of the month of such
Distribution
Date and (iii) any
other
unscheduled
payments
of
principal
which were
received
on the
Mortgage
Loans in such Loan
Group during
the
related
calendar month preceding the month of such Distribution
Date, other than Principal
Prepayments or Liquidation
Principal.
For any Distribution Date and Loan Group 5,
an amount equal to the Principal
Remittance Amount
for such date minus the Overcollateralization Release Amount, if
any, for such date.
Principal
Prepayment:
Any payment of principal on a Mortgage
Loan which
constitutes a Payoff
or Curtailment.
Principal
Prepayment
Amount:
For any Distribution Date and Loan Group 1,
Loan Group 2,
Loan
Group 3 or Loan Group 4,
the sum of (i) all Principal
Prepayments relating to the Mortgage Loans in such Loan
Group which
were received during the related
Prepayment
Period and (ii) all
Recoveries
received during the
calendar month preceding the month of that Distribution Date.
Principal
Remittance Amount: For any Distribution Date and Loan Group 5, an
amount equal to the
sum of (1) all principal
collected (other than Payaheads) or advanced in respect of
Scheduled
Payments on the
Mortgage Loans in such Loan Group during the related Collection
Period (less unreimbursed
Advances,
Servicing
Advances and other amounts due to the Servicers,
the Trustee,
the Master Servicer and the Trust Administrator
with
respect
to the
Mortgage
Loans in such Loan
Group,
to the
extent
allocable
to
principal)
and the
principal portion of Payaheads
previously
received on the Mortgage Loans in such Loan Group and
intended for
application in the related Collection Period, (2) all Principal
Prepayments
received on the Mortgage Loans in
such Loan
Group during
the related
Prepayment
Period,
(3) the Purchase Price of each Mortgage Loan in such
Loan
Group that
was
repurchased
by
the
Seller
or
purchased
by
the
Special
Servicer
pursuant
to
Section 3.11(g) or the holder of the Subordinate
Certificates pursuant to Section 3.11(f),
during the related
Collection
Period and the
principal
proceeds of any
purchase of Mortgage
Loans in such Loan
Group by
the
Terminating
Entity
pursuant to
Section 11.01
in an amount not exceeding
the
principal
portion of the Par
Value with respect to such Mortgage
Loans,
(4) the portion of any
Substitution
Adjustment
Amount paid with
respect to any Deleted
Mortgage Loans in such Loan
Group during
the related
Collection
Period allocable to
principal,
(5) all Net
Liquidation
Proceeds
(net of
unreimbursed
Advances,
Servicing
Advances and other
expenses,
to the extent
allocable
to
principal)
and any other
Recoveries
collected
with
respect to the
Mortgage Loans in such Loan
Group during
the preceding
calendar month, to the extent allocable to principal,
and (6) amounts,
if any,
withdrawn from the Group 5 Interest Rate Cap Account to cover
Realized Losses on the
Group 5 Mortgage Loans incurred during the related Collection
Period.
Principal
Transfer Amount:
For any Distribution Date and each
Undercollateralized
Group, the
excess,
if any,
of the
aggregate
Class
Principal
Balance
of the
Class A
Certificates
related
to such
Undercollateralized Group over the Aggregate Loan Group Balance of
such Group.
Private Certificates:
As set forth in the Preliminary Statement.
Proprietary
Lease:
The lease on a Cooperative
Unit evidencing the possessory
interest of the
owner of the Cooperative Shares in such Cooperative Unit.
Pro Rata Share: With respect to any Distribution Date and any Class
of
Class C-B
Certificates,
the portion of the Subordinate
Principal
Distribution Amount allocable to such Class, equal to the product
of
the
Subordinate
Principal
Distribution
Amount on such
Distribution
Date and a fraction,
the numerator of
which is the related Class
Principal
Balance of such
Class and the
denominator of which is the aggregate of
the Class Principal Balances of the Class C-B Certificates.
Prospectus:
The Prospectus,
dated January 25, 2005,
relating to the offering by the Depositor
from time to time of its Mortgage-Backed
Pass Through
Certificates
(Issuable in Series) in the form in which
it was or will be filed with the
Securities and Exchange
Commission
pursuant to
Rule 424(b) under
the 1933
Act with respect to the offer and sale of the Offered Certificates.
Prospectus
Supplement:
The Prospectus
Supplement,
dated
October 27,
2005,
relating to the
offering
of the
Offered
Certificates
in the form in which it was or will be filed with the
Securities
and
Exchange
Commission
pursuant
to
Rule 424(b) under
the 1933 Act with
respect
to the offer and sale of the
Offered Certificates.
PUD:
Planned Unit Development.
Purchase
Price:
With respect to any Mortgage
Loan
required to be
repurchased
by the Seller
pursuant
to
Section 2.02
or
2.03,
purchased
by
a
holder
of
certain
Certificates
pursuant
to
Section 3.11(f) or
purchased at the option of the Special
Servicer
pursuant to
Section 3.11(g),
the sum of
(i) 100%
of the
Stated
Principal
Balance
of the
Mortgage
Loan as of the
first
day of the month of such
purchase,
(ii) accrued
and unpaid
interest on the Mortgage Loan at the applicable
Mortgage Rate (reduced by
the related
Servicing
Fee Rate,
if the
purchaser
is also the Servicer
thereof)
from the first day of the
month of such
purchase
to the first
day of the
month
immediately
following
the
month of such
purchase,
(iii) in the case of a Mortgage Loan purchased by the Seller or the
Depositor,
the amount of any
unreimbursed
Advances and Servicing Advances made by a Servicer,
if such Servicer is not the Seller or the Depositor,
with
respect to such
Mortgage
Loan or, in the case of a Mortgage
Loan
purchased
by the
Special
Servicer,
any
unreimbursed
Advances
and
Servicing
Advances
payable to any
Servicer
(other than the Servicer or Special
Servicer,
as the case may be, which is purchasing such Mortgage
Loans) and (iv) with
respect to any purchase
by the Seller pursuant to
Section 2.03,
any costs and damages
actually
incurred and paid by or on behalf of
the Trust in connection with any breach of the representation
and warranty set forth in Schedule
III(viii) as
a result of a violation of a predatory or abusive
lending law applicable to such Mortgage
Loan.
With respect
to any Mortgage Loan required or allowed to be purchased,
the Special
Servicer,
the
Certificateholder,
the
Seller or the Depositor,
as applicable,
shall deliver to the Trustee and the Trust Administrator an
Officer's
Certificate as to the calculation of the Purchase Price.
Qualified
Insurer:
A mortgage guaranty insurance company duly qualified as such under
the laws
of the state of its
principal
place of
business
and each state
having
jurisdiction
over such
insurer in
connection
with the insurance
policy issued by such insurer,
duly
authorized and licensed in such states to
transact a mortgage
guaranty
insurance
business
in such states and to write the
insurance
provided by the
insurance
policy
issued by it,
approved
as a FNMA or FHLMC
approved
mortgage
insurer
or having a claims
paying
ability
rating of at
