EXECUTION COPY
CREDIT SUISSE FIRST BOSTON
MORTGAGE ACCEPTANCE 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,
and
U.S. BANK NATIONAL
ASSOCIATION,
Trustee
POOLING AND SERVICING
AGREEMENT
DATED AS OF NOVEMBER
1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST
2005-12
ADJUSTABLE RATE MORTGAGE-BACKED
PASS-THROUGH CERTIFICATES,
SERIES 2005-12
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TABLE OF CONTENTS
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Page
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ARTICLE I
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DEFINITIONS
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7
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ARTICLE II
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CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS
AND WARRANTIES
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58
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SECTION 2.01.
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Conveyance of Trust Fund.
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58
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SECTION 2.02.
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Acceptance by the
Trustee.
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64
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SECTION 2.03.
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Representations and Warranties of
the Seller, Master
Servicer and Servicers.
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67
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SECTION 2.04.
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Representations and Warranties of
the Depositor as to the
Mortgage Loans.
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69
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SECTION 2.05.
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Delivery of Opinion of Counsel in
Connection with
Substitutions.
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69
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SECTION 2.06.
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Issuance of Certificates.
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69
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SECTION 2.07.
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REMIC Provisions.
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70
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SECTION 2.08.
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Covenants of the Master Servicer and
each Servicer.
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75
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ARTICLE III
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ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS
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76
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SECTION 3.01.
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Servicers to Service Mortgage
Loans.
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76
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SECTION 3.02.
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Subservicing; Enforcement of the
Obligations of Subservicers.
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78
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SECTION 3.03.
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Master Servicing by Master
Servicer.
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80
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SECTION 3.04.
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Trustee to Act as Master Servicer or
Servicer.
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80
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SECTION 3.05.
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Collection of Mortgage Loans;
Collection Accounts;
Certificate Account.
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81
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SECTION 3.06.
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Establishment of and Deposits to
Escrow Accounts;
Permitted Withdrawals from Escrow
Accounts; Payments of
Taxes, Insurance and Other Charges.
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84
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SECTION 3.07.
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Access to Certain Documentation and
Information Regarding the
Non Designated Mortgage Loans;
Inspections.
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87
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SECTION 3.08.
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Permitted Withdrawals from the
Collection Accounts and
Certificate Account.
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87
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SECTION 3.09.
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Maintenance of Hazard Insurance;
Mortgage Impairment
Insurance and Mortgage Guaranty
Insurance Policy; Claims;
Restoration of Mortgaged Property.
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89
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SECTION 3.10.
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Enforcement of Due on Sale Clauses;
Assumption
Agreements.
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92
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SECTION 3.11.
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Realization Upon Defaulted Mortgage
Loans; Repurchase of Certain Mortgage
Loans.
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94
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SECTION 3.12.
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Trustee and Trust Administrator to
Cooperate; Release of
Mortgage Files.
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97
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SECTION 3.13.
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Documents, Records and Funds in
Possession of a Servicer
to be Held for the Trust.
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98
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SECTION 3.14.
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Servicing Fee; Indemnification of
Master Servicer.
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99
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SECTION 3.15.
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Access to Certain
Documentation.
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99
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SECTION 3.16.
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Annual Statement as to
Compliance.
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100
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SECTION 3.17.
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Annual Independent Public
Accountants’ Servicing
Statement; Financial Statements.
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100
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SECTION 3.18.
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Maintenance of Fidelity Bond and
Errors and Omissions Insurance.
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102
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SECTION 3.19.
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Special Serviced Mortgage
Loans.
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102
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SECTION 3.20.
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Indemnification of Servicers and
Master Servicer.
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103
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SECTION 3.21.
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Notification of
Adjustments.
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103
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SECTION 3.22.
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Designated Mortgage
Loans.
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103
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SECTION 3.23.
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Assigned Prepayment
Premiums.
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105
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ARTICLE IV
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PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS
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106
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SECTION 4.01.
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Priorities of
Distribution.
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106
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SECTION 4.02.
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Allocation of Losses.
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113
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SECTION 4.03.
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Recoveries.
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115
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SECTION 4.04.
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Reserved.
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115
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SECTION 4.05.
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Monthly Statements to
Certificateholders.
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115
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SECTION 4.06.
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Servicer to Cooperate.
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116
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SECTION 4.07.
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Cross Collateralization; Adjustments
to Available Funds.
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117
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SECTION 4.08.
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Reserved.
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118
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SECTION 4.09.
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Reserved.
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118
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SECTION 4.10.
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Group 5 Interest Rate Cap
Account.
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118
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ARTICLE V
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ADVANCES BY THE MASTER SERVICER AND
SERVICERS
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120
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SECTION 5.01.
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Advances by the Master Servicer and
Servicers.
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120
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ARTICLE VI
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THE CERTIFICATES
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121
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SECTION 6.01.
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The Certificates.
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121
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SECTION 6.02.
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Registration of Transfer and
Exchange of Certificates.
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122
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SECTION 6.03.
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Mutilated, Destroyed, Lost or Stolen
Certificates.
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127
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SECTION 6.04.
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Persons Deemed Owners.
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127
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SECTION 6.05.
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Access to List of
Certificateholders’ Names and
Addresses.
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127
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SECTION 6.06.
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Maintenance of Office or
Agency.
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127
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SECTION 6.07.
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Book Entry Certificates.
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128
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SECTION 6.08.
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Notices to Clearing
Agency.
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128
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SECTION 6.09.
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Definitive Certificates.
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129
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ARTICLE VII
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THE DEPOSITOR, THE SELLER, THE MASTER SERVICER,
THE SERVICERS AND THE SPECIAL SERVICER
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130
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SECTION 7.01.
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Liabilities of the Seller, the
Depositor, the Master Servicer, the Back Up
Servicer, the Servicers and the
Special Servicer.
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130
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SECTION 7.02.
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Merger or Consolidation of the
Seller, the Depositor, the
Back Up Servicer, the Master
Servicer, the Servicers or
the Special Servicer.
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130
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SECTION 7.03.
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Limitation on Liability of the
Seller, the Depositor, the
Master Servicer, the Back Up Servicer, the
Servicers, the Special Servicer and
Others.
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131
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SECTION 7.04.
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Master Servicer and Servicer Not to
Resign; Transfer of
Servicing.
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131
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SECTION 7.05.
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Master Servicer, Seller and
Servicers May Own Certificates.
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132
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SECTION 7.06.
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Termination of Duties of the Back Up
Servicer.
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132
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ARTICLE VIII
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DEFAULT
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133
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SECTION 8.01.
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Events of Default.
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133
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SECTION 8.02.
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Master Servicer or Trust
Administrator to Act; Appointment of
Successor.
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136
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SECTION 8.03.
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Notification to
Certificateholders.
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138
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SECTION 8.04.
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Waiver of Events of
Default.
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138
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ARTICLE IX
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CONCERNING THE TRUSTEE
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139
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SECTION 9.01.
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Duties of Trustee.
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139
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SECTION 9.02.
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Certain Matters Affecting the
Trustee.
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140
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SECTION 9.03.
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Trustee Not Liable for Certificates
or Mortgage Loans.
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141
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SECTION 9.04.
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Trustee May Own
Certificates.
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142
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SECTION 9.05.
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Trustee’s Fees and
Expenses.
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142
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SECTION 9.06.
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Eligibility Requirements for
Trustee.
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142
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SECTION 9.07.
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Resignation and Removal of
Trustee.
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143
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SECTION 9.08.
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Successor Trustee.
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143
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SECTION 9.09.
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Merger or Consolidation of
Trustee.
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144
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SECTION 9.10.
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Appointment of Co Trustee or
Separate Trustee.
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144
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SECTION 9.11.
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Office of the Trustee.
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145
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ARTICLE X
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CONCERNING THE TRUST ADMINISTRATOR
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146
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SECTION 10.01.
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Duties of Trust
Administrator.
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146
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SECTION 10.02.
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Certain Matters Affecting the Trust
Administrator.
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147
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SECTION 10.03.
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Trust Administrator Not Liable for
Certificates or Mortgage Loans.
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149
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SECTION 10.04.
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Trust Administrator May Own
Certificates.
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149
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SECTION 10.05.
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Trust Administrator’s Fees and
Expenses.
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149
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SECTION 10.06.
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Eligibility Requirements for Trust
Administrator.
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150
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SECTION 10.07.
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Resignation and Removal of Trust
Administrator.
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150
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SECTION 10.08.
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Successor Trust
Administrator.
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151
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SECTION 10.09.
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Merger or Consolidation of Trust
Administrator.
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152
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SECTION 10.10.
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Appointment of Co Trust
Administrator or Separate Trust
Administrator.
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152
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SECTION 10.11.
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Office of the Trust
Administrator.
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153
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SECTION 10.12.
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Tax Return.
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153
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SECTION 10.13.
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Commission Reporting.
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153
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SECTION 10.14.
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Determination of Certificate
Index.
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156
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ARTICLE XI
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TERMINATION
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157
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SECTION 11.01.
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Termination upon Liquidation or
Purchase of all Mortgage Loans.
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157
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SECTION 11.02.
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Determination of the Terminating
Entity.
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159
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SECTION 11.03.
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Procedure Upon Optional Termination
or Terminating Auction
Sale.
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160
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SECTION 11.04.
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Additional Termination
Requirements.
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161
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ARTICLE XII
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MISCELLANEOUS PROVISIONS
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163
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SECTION 12.01.
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Amendment.
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163
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SECTION 12.02.
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Recordation of Agreement;
Counterparts.
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165
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SECTION 12.03.
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Governing Law.
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165
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SECTION 12.04.
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Intention of Parties.
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165
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SECTION 12.05.
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Notices.
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166
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SECTION 12.06.
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Severability of
Provisions.
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167
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SECTION 12.07.
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Limitation on Rights of
Certificateholders.
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167
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SECTION 12.08.
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Certificates Nonassessable and Fully
Paid.
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168
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SECTION 12.09.
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Protection of Assets.
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168
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SECTION 12.10.
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Non Solicitation.
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169
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ARTICLE XIII
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SPS AND THE MASTER SERVICER
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170
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SECTION 13.01.
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Reports and Notices.
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170
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SECTION 13.02.
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Master Servicer’s Oversight
With Respect to the SPS
Mortgage Loans.
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171
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SECTION 13.03.
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Termination.
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171
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SECTION 13.04.
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Liability and
Indemnification.
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171
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SECTION 13.05.
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Confidentiality.
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172
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EXHIBITS
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Exhibit A:
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Form of Class A Certificate
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A 1
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Exhibit B:
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Form of Class M Certificate
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B 1
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Exhibit C:
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Form of Class B Certificate
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C 1
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Exhibit D 1:
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Form of Class AR Certificate
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D 1 1
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Exhibit D 2:
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Form of Class AR L Certificate
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D 2 1
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Exhibit E:
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Form of Class P Certificate
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E 1
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Exhibit F:
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Form of Class X Certificate
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F 1
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Exhibit G:
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Form of Reverse of Certificates
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G 1
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Exhibit H:
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Form of Servicer Information
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H 1
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Exhibit I 1:
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Form of Trust Receipt and Initial
Certification
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I 1 1
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Exhibit I 2:
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Form of Trust Receipt and Subsequent
Certification
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I 2 1
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Exhibit J:
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Form of Trust Receipt and Final
Certification
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J 1
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Exhibit K:
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Form of Request for Release
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K 1
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Exhibit L:
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Form of Transferor Certificate
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L 1
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Exhibit M 1:
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Form of Investment Letter
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M 1 1
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Exhibit M 2:
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Form of Rule 144A Letter
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M 2 1
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Exhibit N:
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Form of Investor Transfer Affidavit and
Agreement
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N 1
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Exhibit O:
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Form of Transfer Certificate
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O 1
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Exhibit P:
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Form of SPS Mortgage Loans Report
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P 1 1
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Exhibit Q:
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Form of Foreclosure Settlement
Statement
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Q 1
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Exhibit R:
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Form of Subsequent Transfer Agreement
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R 1
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Exhibit S:
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Form of Monthly Statement to
Certificateholders
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S 1
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Exhibit T:
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Form of Depositor Certification
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T 1
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Exhibit U:
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Form of Trust Administrator
Certification
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U 1
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Exhibit V 1:
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Form of Master Servicer Certification
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V 1 1
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Exhibit V 2:
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Form of Servicer Certification
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V 2 1
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Exhibit W:
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Form of Certification Regarding Substitution of
Defective Mortgage Loans
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W 1
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SCHEDULES
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Schedule I:
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Mortgage Loan Schedule
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I 1
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Schedule IIA:
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Representations and Warranties of Seller
DLJMC
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IIA 1
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Schedule IIB:
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Representations and Warranties of Master
Servicer Wells Fargo
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IIB 1
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Schedule IIC:
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Representations and Warranties of Servicer and
Special Servicer SPS
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IIC 1
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Schedule IID:
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Representations and Warranties of Servicer Wells
Fargo
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IID 1
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Schedule III:
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Representations and Warranties of DLJMC Mortgage
Loans
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III 1
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APPENDICES
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Appendix A:
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Calculation of Class Y Principal Reduction
Amounts
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APPENDIX A 1
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THIS POOLING AND SERVICING
AGREEMENT, dated as of November 1, 2005, is hereby executed by
and among CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE 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”), and U.S. BANK NATIONAL
ASSOCIATION, as trustee (in such capacity, the
“Trustee”). Capitalized terms used in this Agreement
and not otherwise defined will have the meanings assigned to them
in Article I below.
PRELIMINARY
STATEMENT
The Depositor is the owner of the
Trust Fund (other than the Trust’s rights under the
Group 5 Interest Rate Cap Agreement) that is hereby
conveyed to the Trustee in return for the Certificates. The Trust
Fund (exclusive of any entitlement to Assigned Prepayment Premiums,
the Group 5 Interest Rate Cap Agreement and the assets held in
the Group 5 Interest Rate Cap Account, the Prefunding Account
and the Capitalized Interest Account) for federal income tax
purposes shall consist of 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 for each REMIC
I Regular Interest and Component I of the
Class AR-L Certificates
|
|
Uncertificated REMIC
I Pass-Through
Rate
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Initial
Uncertificated
Principal Balance or Class
Principal Balance
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Class Y-1
|
Regular
|
Variable(1)
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$15,886.19
|
March 2036
|
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Class Y-2
|
Regular
|
Variable(2)
|
$173,975.33
|
March 2036
|
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Class Y-3
|
Regular
|
Variable(3)
|
$58,552.65
|
March 2036
|
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Class Y-4
|
Regular
|
Variable(4)
|
$67,317.93
|
March 2036
|
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Class Z-1
|
Regular
|
Variable(1)
|
$31,756,488.80
|
March 2036
|
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Class Z-2
|
Regular
|
Variable(2)
|
$347,776,693.73
|
March 2036
|
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Class Z-3
|
Regular
|
Variable(3)
|
$117,058,446.85
|
March 2036
|
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Class Z-4
|
Regular
|
Variable(4)
|
$134,581,984.17
|
March 2036
|
|
Component I of the
Class AR-L
|
Residual
|
Variable(1)
|
$50.00
|
March 2036
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC I Regular and Residual Interests,
the “latest possible maturity date” shall be the Final
Maturity Date.
|
|
(1) Interest
distributed to the REMIC I Regular Interests Y-1 and Z-1 and
Component I of the Class AR-L Certificates on each
Distribution Date will have accrued at the weighted average of the
Net Mortgage Rates for the Group 1 Loans on the applicable
Uncertificated Principal Balance or Class Principal Balance
outstanding immediately before such Distribution Date.
|
|
(2) Interest distributed to
the REMIC I Regular Interests Y-2 and Z-2 on each Distribution
Date will have accrued at the weighted average of the Net Mortgage
Rates for the Group 2 Loans on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
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(3) Interest distributed to
the REMIC I Regular Interests Y-3 and Z-3 on each Distribution
Date will have accrued at the weighted average of the Net Mortgage
Rates for the Group 3 Loans on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
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(4) Interest distributed to
the REMIC I Regular Interests Y-4 and Z-4 on each Distribution
Date will have accrued at the weighted average of the Net Mortgage
Rates for the Group 4 Loans on the applicable Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
|
REMIC
II
As provided herein, the Trust
Administrator will make an election to treat the segregated pool of
assets consisting of the Group 5 Mortgage Loans and certain
other related assets (exclusive of any entitlement to Assigned
Prepayment Premiums, the Group 5 Interest Rate Cap Agreement
and the assets held in the Group 5 Interest Rate Cap Account,
the Prefunding Account and the Capitalized Interest Account)
subject to this Agreement as a real estate mortgage investment
conduit (a “REMIC”) for federal income tax purposes,
and such segregated pool of assets will be designated as
“REMIC II.” Component II of the
Class AR-L Certificates will represent the sole Class of
“residual interests” in REMIC II for purposes of
the REMIC Provisions (as defined herein) under federal income tax
law. The following table irrevocably sets forth the designation,
remittance rate (the “Uncertificated REMIC II
Pass-Through Rate”) and initial Uncertificated Principal
Balance for each of the “regular interests” in
REMIC II (the “REMIC II Regular Interests”).
The “latest possible maturity date” (determined solely
for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular
Interest shall be the Maturity Date. None of the REMIC II
Regular Interests will be certificated.
Class Designation for each REMIC
II Regular Interest and Component II of the
Class AR-L Certificates
|
|
Uncertificated REMIC
II Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance or
Class Principal
Balance
|
|
|
Class LT-1
|
Regular
|
Variable(1)
|
$305,221,246.75
|
March 2036
|
|
Class LT-2
|
Regular
|
Variable(1)
|
$9,564.86
|
March 2036
|
|
Class LT-3
|
Regular
|
0.00%
|
$20,962.41
|
March 2036
|
|
Class LT-4
|
Regular
|
Variable(2)
|
$20,962.41
|
March 2036
|
|
Component II of the
Class AR-L
|
Residual
|
N/A
|
$0.00
|
March 2036
|
|
* The
Distribution Date in the specified month, which is the month
following the month the latest maturing Mortgage Loan in the
related Loan Group matures. For federal income tax purposes,
for each Class of REMIC 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.
|
|
|
Pass-Through
Rate (per annum)
|
|
Integral Multiples
in Excess
of Minimum
|
|
Class 1-A-1
|
$ 26,465,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 1-A-2
|
$ 2,940,000.00
|
Variable(1)
|
$25,000
|
$1
|
|
Class 2-A-1
|
$289,820,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 2-A-2
|
$ 32,205,000.00
|
Variable(2)
|
$25,000
|
$1
|
|
Class 3-A-1
|
$ 97,550,000.00
|
Variable(3)
|
$25,000
|
$1
|
|
Class 3-A-2
|
$ 10,840,000.00
|
Variable(3)
|
$25,000
|
$1
|
|
Class 4-A-1
|
$112,160,000.00
|
Variable(4)
|
$25,000
|
$1
|
|
Class 4-A-2
|
$ 12,460,000.00
|
Variable(4)
|
$25,000
|
$1
|
|
Class 5-A-1
|
$251,525,000.00
|
Variable(5)
|
$25,000
|
$1
|
|
Class 5-A-2
|
$ 27,945,000.00
|
Variable(6)
|
$25,000
|
$1
|
|
Class 5-M-1
|
$ 11,450,000.00
|
Variable(7)
|
$25,000
|
$1
|
|
Class 5-M-2
|
$ 6,720,000.00
|
Variable(8)
|
$25,000
|
$1
|
|
Class 5-M-3
|
$ 4,570,000.00
|
Variable(9)
|
$25,000
|
$1
|
|
Class 5-M-4
|
$ 1,530,000.00
|
Variable(10)
|
$25,000
|
$1
|
|
Class 5-M-5
|
$ 1,532,000.00
|
Variable(11)
|
$25,000
|
$1
|
|
Class C-B-1
|
$ 20,210,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class C-B-2
|
$ 9,155,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class C-B-3
|
$ 6,315,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class C-B-4
|
$ 5,050,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class C-B-5
|
$ 3,790,000.00
|
Variable(12)
|
$25,000
|
$1
|
|
Class C-B-6
|
$ 2,529,295.65
|
Variable(12)
|
$25,000
|
$1*
|
|
Class 5-X
|
$ 736.43(13)
|
Variable(14)
|
(15)
|
N/A
|
|
Class P
|
(16)
|
N/A
|
(17)
|
N/A
|
|
Class AR
|
$ 0.00
|
N/A
|
(18)
|
N/A
|
_______________
|
*
|
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 2-A-1 and
Class 2-A-2 Certificates shall be a per annum rate equal to
the Net WAC Rate for Loan Group 2 for that Distribution
Date.
|
|
(3)
|
With respect to each Distribution
Date, the Pass-Through Rate for the Class 3-A-1 and Class
3-A-2 Certificates shall be a per annum rate equal to the Net WAC
Rate for Loan Group 3 for that Distribution Date.
|
|
(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
December 2005 Distribution Date for the Class 5-A-1
Certificates is 4.4700% 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
December 2005 Distribution Date for the Class 5-A-2
Certificates is 4.5500% 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
December 2005 Distribution Date for the Class 5-M-1
Certificates is 4.7200% 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
December 2005 Distribution Date for the Class 5-M-2
Certificates is 4.9200% 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
December 2005 Distribution Date for the Class 5-M-3
Certificates is 5.7200% 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
December 2005 Distribution Date for the Class 5-M-4
Certificates is 6.2200% 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
December 2005 Distribution Date for the Class 5-M-5
Certificates is 6.4700% 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 and Class 2-A-2 Certificates.
|
|
Group 3 Certificates
|
The
Class 3-A-1 and Class 3-A-2 Certificates.
|
|
Group 4 Certificates
|
The
Class 4-A-1 and Class 4-A-2 Certificates.
|
|
Group 5 Certificates
|
The
Group 5 Senior Certificates, Class 5-X Certificates and
Class M Certificates.
|
|
Group 5 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 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.
Adverse REMIC Event
: As defined in
Section 2.07(f).
Adjustment Date
: With respect to each Mortgage
Loan, each adjustment date on which the Mortgage Rate thereon
changes pursuant to the related Mortgage Note. The first Adjustment
Date following the Cut-off Date as to each such Mortgage Loan is
set forth in the Mortgage Loan Schedule.
Aggregate Groups 1-4
Collateral Balance : With
respect to any date of determination, will be equal to the sum of
the Aggregate Loan Group Balances for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4 as of such
date of determination.
Aggregate Loan
Group Balance : With
respect to any Loan Group and as of any date of determination, will
be equal to the aggregate Stated Principal Balance of the Mortgage
Loans in such Loan Group as of the first day of the month of
such date of determination, plus, with respect to Loan
Group 5, the amount on deposit in the Prefunding Account as of
the first day of such month.
Aggregate Subsequent Transfer
Amount : With respect to
any Subsequent Transfer Date, the aggregate Stated Principal
Balances as of the applicable Cut-off Date of the Subsequent
Mortgage Loans conveyed on such Subsequent Transfer Date, as listed
on the revised Mortgage Loan Schedule delivered pursuant to Section
2.01(e); provided , however , that such amount shall
not exceed the amount on deposit in the Prefunding
Account.
Agreement : This Pooling and Servicing Agreement and all
amendments or supplements hereto.
Ancillary Income
: All income derived from the
Non-Designated Mortgage Loans, other than Servicing Fees and Master
Servicing Fees, including but not limited to, late charges, fees
received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional
insurance administrative fees and all other incidental fees and
charges. Ancillary Income does not include any Assigned Prepayment
Premiums.
Applied Loss Amount
: With respect to any Distribution
Date, with respect to the Group 5 Certificates, the excess, if
any, of (i) the aggregate Class Principal Balances of the
Group 5 Certificates (other than the related Notional Amount
Certificates), after giving effect to all Realized Losses with
respect to the Mortgage Loans in Loan Group 5 during the
Collection Period for such Distribution Date and payments of
principal on such Distribution Date over (ii) the Aggregate
Loan Group Balance for Loan Group 5 for such Distribution
Date.
Appraised Value
: The appraised value of the
Mortgaged Property based upon the appraisal made for the originator
at the time of the origination of the related Mortgage Loan or the
sales price of the Mortgaged Property at the time of such
origination, whichever is less, or (i) with respect to any
Mortgage Loan that represents a refinancing other than a
Streamlined Mortgage Loan, the lower of the appraised value at
origination or the appraised value of the Mortgaged Property based
upon the appraisal made at the time of such refinancing and
(ii) with respect to any Streamlined Mortgage Loan, the
appraised value of the Mortgaged Property based upon the appraisal
made in connection with the origination of the mortgage loan being
refinanced.
Assigned Prepayment
Premium : Any Prepayment
Premium on a Wells Fargo Serviced Mortgage Loan, any Prepayment
Premium on a SPS Serviced Mortgage Loan and any other Prepayment
Premium on deposit in the Certificate Account.
Assignment and Assumption
Agreement : That certain
assignment and assumption agreement dated as of November 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.
Capitalized Interest
Account : The separate
Eligible Account designated as such and created and maintained by
the Trust Administrator pursuant to Section 3.05(h) hereof.
The Capitalized Interest Account shall be treated as an
“outside reserve fund” under applicable Treasury
regulations and shall not be part of any REMIC. Except as provided
in Section 3.05(h) hereof, any investment earnings on the
Capitalized Interest Account shall be treated as owned by the
Depositor and will be taxable to the Depositor.
Capitalized Interest
Deposit :
$291,162.04.
Capitalized Interest
Distribution : With
respect to the December 2005, January 2006 and
February 2006 Distribution Dates, an amount equal to 30 days
of interest (based on a 360-day year) on the aggregate amount on
deposit in the Prefunding Account at the end of the related
Collection Period accruing at a per annum rate equal to the
weighted average of the Net Mortgage Rates of the Mortgage Loans in
Loan Group 5 as of the first day of the related Collection
Period. If REMIC II is unable to pay the REMIC II
Interests in respect of Group 5 their stated pass-through
rates due to an insufficiency in the Capitalized Interest
Distribution, the Depositor will contribute any amounts to
REMIC II necessary to pay the REMIC II Interests their
stated pass-through rates.
Capitalized Interest Release
Amount : With respect to
each of the December 2005, January 2006 and
February 2006 Distribution Dates, an amount equal to the
excess of (a) the amount remaining on deposit in the Capitalized
Interest Account on such Distribution after distribution of the
Capitalized Interest Distribution for such Distribution Date, over
(b) the Capitalized Interest Requirement for such Distribution
Date.
Capitalized Interest
Requirement : With
respect to the December 2005 Distribution Date, an amount
equal to 60 days of interest (based on a 360-day year) accruing at
the Capitalized Interest Requirement Rate for such Distribution
Date on the aggregate amount on deposit in the Prefunding Account
at the end of the related Collection Period and with respect to the
January 2006 Distribution Date, an amount equal to 30 days of
interest (based on a 360-day year) accruing at the Capitalized
Interest Requirement Rate for such Distribution Date on the
aggregate amount on deposit in the Prefunding Account at the end of
the related Collection Period. With respect to the
February 2006 Distribution Date and any Distribution Date
thereafter, zero.
Capitalized Interest Requirement
Rate : With respect to
the December 2005 and January 2006 Distribution Dates, a
per annum rate equal to the sum of (i) the Certificate Index
for such Distribution Date, (ii) the weighted average of the
Certificate Margins of the LIBOR Certificates for such Distribution
Date, (iii) the weighted average of the Expense Fee Rates of the
Mortgage Loans in Loan Group 5 for such Distribution Date and
(iv) with respect to the December 2005 Distribution Date,
0.35% and with respect to the January 2006 Distribution Date,
0.70%.
Carryforward Interest
: For any Class of LIBOR
Certificates and any Distribution Date, the sum of (1) the amount,
if any, by which (x) the sum of (A) Current Interest for
such Class for the
immediately preceding Distribution
Date and (B) any unpaid Carryforward Interest for such
Class from previous Distribution Dates exceeds (y) the
amount paid in respect of interest on such Class on such
immediately preceding Distribution Date, and (2) interest on such
amount for the related Accrual Period at the applicable
Pass-Through Rate.
Cash Remittance Date
: With respect to any Distribution
Date and (A) SPS, the 7th calendar day preceding such
Distribution Date, or if such 7th calendar day is not a Business
Day, the Business Day immediately preceding such 7th calendar day
and (B) Wells Fargo 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:
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5-A-1
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5-A-2
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5-M-1
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5-M-2
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5-M-3
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5-M-4
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5-M-5
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___________
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(1)
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On and prior to the first
Distribution Date on which the Optional Termination for Loan
Group 5 may occur.
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(2)
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After the first Distribution Date on
which the Optional Termination for Loan Group 5 may
occur.
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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) 89.20% and (ii) the Aggregate Loan Group Balance for
Loan Group 5 for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Loan Group Balance for Loan
Group 5 for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Loan Group Balance for Loan Group 5 as of the
Initial Cut-off Date.
Class 5-M-2 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Balance of the Group 5
Senior Certificates and Class 5-M-1 Certificates, in each
case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 5-M-2
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 93.60% and
(ii) the Aggregate Loan Group Balance for Loan Group 5
for such Distribution Date and (B) the amount, if any, by which
(i) the Aggregate Loan Group Balance for Loan Group 5 for
such Distribution Date exceeds (ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 5 as of the Initial Cut-off
Date.
Class 5-M-3 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Balance of the Group 5
Senior Certificates, Class 5-M-1 and Class 5-M-2
Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the
Class 5-M-3 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the
product of (i) 96.59% and (ii) the Aggregate Loan Group
Balance for Loan Group 5 for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group
Balance for Loan Group 5 for such Distribution Date exceeds
(ii) 0.50% of the Aggregate Loan Group Balance for Loan
Group 5 as of the Initial Cut-off Date.
Class 5-M-4 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Balance of the Group 5
Senior Certificates, Class 5-M-1, Class 5-M-2 and
Class 5-M-3 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class
Principal Balance of the Class 5-M-4 Certificates immediately
prior to such Distribution Date exceeds (y) the lesser of
(A) the product of (i) 97.60% and (ii) the Aggregate
Loan Group Balance for Loan Group 5 for such Distribution Date
and (B) the amount, if any, by which (i) the Aggregate Loan
Group Balance for Loan Group 5 for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Group Balance for
Loan Group 5 as of the Initial Cut-off Date.
Class 5-M-5 Principal
Payment Amount : For any
Distribution Date on or after the Stepdown Date and as long as a
Trigger Event has not occurred with respect to such Distribution
Date, will be the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Balance of the Group 5
Senior Certificates, Class 5-M-1, Class 5-M-2,
Class 5-M-3 and Class 5-M-4 Certificates, in each case,
after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 5-M-5
Certificates immediately prior to such Distribution Date exceeds
(y) the lesser of (A) the product of (i) 98.60% and
(ii) the Aggregate Loan Group Balance for Loan Group 5
for such Distribution Date and (B) the amount, if any, by which
(i) the Aggregate Loan Group Balance for Loan Group 5 for
such Distribution Date exceeds (ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 5 as of the Initial Cut-off
Date.
Class 5-X Distributable
Amount : With respect to
any Distribution Date and the Class 5-X Certificates, to the
extent of any Monthly Excess Cashflow remaining on such
Distribution Date after the distribution of amounts pursuant to
Section 4.01(II)(d)(i)-(xi), the sum of (a) the amount of
interest accrued during the related Accrual Period on the
Class 5-X Certificates (as described in the Preliminary
Statement) and (b) the Overcollateralization Release Amount,
if any, for such Distribution Date.
Class 5-X Notional
Amount : With respect to
the Class 5-X Certificates or REMIC 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
: November 30, 2005.
Code : The Internal Revenue Code of 1986, as
amended.
Collection Account
: The accounts established and
maintained by a Servicer in accordance with
Section 3.05.
Collection Period
: With respect to each Distribution
Date, the period commencing on the second day of the month
preceding the month of the Distribution Date and ending on the
first day of the month of the Distribution Date.
Commencement of
Foreclosure : The first
official action required under local law to commence foreclosure
proceedings or to schedule a trustee’s sale under a deed of
trust, including: (i) in the case of a mortgage, any filing or
service of process necessary to commence an action to foreclose; or
(ii) in the case of a deed of trust, the posting, publishing,
filing or delivery of a notice of sale.
Compensating Interest
Payment : For any
Distribution Date and the SPS Serviced Mortgage Loans, the lesser
of (i) the aggregate Servicing Fee payable to SPS in respect
of the SPS Serviced Mortgage Loans for such Distribution Date and
(ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs and Curtailments with respect to the SPS Serviced Mortgage
Loans.
For any Distribution Date and the
Wells Fargo Serviced Mortgage Loans, the lesser of (i) 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; and
(c) 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.
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 2005-12, 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
2005-12.
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
November 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
: For any Initial Mortgage Loan, the
Initial Cut-off Date. For any Subsequent Mortgage Loan, the
applicable Subsequent Cut-off Date.
Cut-off Date Principal
Balance : With respect to
any Mortgage Loan, the Stated Principal Balance thereof as of the
close of business on the Cut-off Date.
Data Remittance Date
: With respect to any Distribution
Date and 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 Acceptance
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 Countrywide
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer
serviced by Countrywide under the Countrywide Servicing
Agreement.
Designated Servicer
: Countrywide.
Designated Servicing
Agreement : The
Countrywide Reconstituted Servicing Agreement.
Determination Date
: With respect to each Distribution
Date and (i) each Servicer (other than Wells Fargo), the 10th
day of the calendar month in which such Distribution Date occurs
or, if such 10th day is not a Business Day, the Business Day
immediately succeeding such Business Day and (ii) Wells Fargo,
the Business Day immediately preceding the related Cash Remittance
Date.
Disqualified
Organization : Any
organization defined as a “disqualified organization”
under Section 860E(e)(5) of the Code, which includes any of
the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are
subject to tax and, except for the FHLMC, a majority of its board
of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization, or
any agency or instrumentality of any of the foregoing,
(iii) any organization (other than certain farmers’
cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) an “electing large partnership”
within the meaning of Section 775 of the Code, and
(vi) any other Person so designated by the Trust Administrator
based upon an Opinion of Counsel that the holding of an Ownership
Interest in a 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
December 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.
Excess Loss
: The amount of any (i) Fraud
Loss in excess of the Fraud Loss Coverage Amount on a Mortgage Loan
in Loan Group 1, Loan Group 2, Loan Group 3 or Loan
Group 4 realized after the Fraud Loss Coverage Termination
Date, (ii) Special Hazard Loss in excess of the Special Hazard
Loss Coverage Amount on a Mortgage Loan in Loan Group 1, Loan
Group 2, Loan Group 3 or Loan Group 4 realized after
the Special Hazard Coverage Termination Date or
(iii) Bankruptcy Loss in excess of the Bankruptcy Loss
Coverage Amount on a Mortgage Loan in Loan Group 1, Loan
Group 2, Loan Group 3 or Loan Group 4 realized after
the Bankruptcy Coverage Termination Date.
Expense Fee Rate
: As to each Mortgage Loan, the sum
of the related Servicing Fee Rate, the Trust Administrator Fee
Rate, if applicable, and the rate at which the premium on a Lender
Paid Mortgage Guaranty Insurance Policy is calculated, if
applicable.
Expense Fees
: As to each Mortgage Loan and
Distribution Date, the sum of the related Servicing Fee, the Trust
Administrator Fee, if applicable, and any premium on any Lender
Paid Mortgage Guaranty Insurance Policy, if applicable.
FDIC : The Federal Deposit Insurance Corporation, or
any successor thereto.
FHLMC : The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing
under Title III of the Emergency Home Finance Act of 1970, as
amended, or any successor thereto.
Financing Statement
: A financing statement, as
applicable, filed pursuant to the Uniform Commercial Code to
perfect a security interest in the Cooperative Shares and Pledge
Instruments.
FNMA : The Federal National Mortgage Association, a
federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter
Act, or any successor thereto.
Fraud Loan
: A Liquidated Mortgage Loan in Loan
Group 1, Loan Group 2, Loan Group 3 or Loan
Group 4 as to which a Fraud Loss has occurred.
Fraud Loss Coverage
Amount : The aggregate
amount of Fraud Losses that are allocated solely to the
Class C-B Certificates, as of the Closing Date, $12,629,788,
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.
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 2005-12, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-12,
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) 81.70% and (ii) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
Group Balance for Loan Group 5 as of the Initial Cut-off
Date.
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.
Initial Bankruptcy Loss Coverage
Amount :
$239,529.
Initial Class Principal
Balance : As set forth in
the Preliminary Statement.
Initial Cut-off Date
: November 1, 2005.
Initial Mortgage Loans
: The initial Mortgage Loans
conveyed by the Depositor to the Trust Fund pursuant to
Section 2.01 hereof on the Closing Date, which are listed on
the Mortgage Loan Schedule on such date.
Insurance Policy
: With respect to any Mortgage Loan
included in the Trust Fund, any Mortgage Guaranty Insurance Policy,
any standard hazard insurance policy, flood insurance policy or
title insurance policy, including all riders and endorsements
thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds
: Proceeds of any primary mortgage
guaranty insurance policies, including, without limitation, any
other Insurance Policies with respect to the Mortgage Loans, to the
extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the
Mortgagor in accordance with the
related Servicer’s or Designated Servicer’s normal
servicing procedures.
Interest Determination
Date : With respect to
the LIBOR Certificates and for each Accrual Period, the second
LIBOR Business Day preceding the commencement of such Accrual
Period.
Interest Distribution
Amount : With respect to
any Distribution Date and interest bearing Class of
Group 1, Group 2, Group 3, Group 4 and
Class C-B Certificates, the sum of (i) one month’s
interest accrued during the related Accrual Period at the
applicable Pass-Through Rate for such Class on the related
Class Principal Balance or Class Notional Amount, as
applicable, subject to reduction pursuant to
Section 4.01(I)(B), and (ii) any Class Unpaid
Interest Amounts for such Class and Distribution
Date.
Interest Remittance
Amount : For any
Distribution Date and the Mortgage Loans in Loan Group 5, an
amount equal to the sum of (1) all interest collected (other than
Payaheads) or advanced in respect of Scheduled Payments on the
Mortgage Loans in such Loan Group during the related Collection
Period, the interest portion of Payaheads previously received on
the Mortgage Loans in such Loan Group and intended for application
in the related Collection Period and interest portion of all
Payoffs (net of Payoff Interest for such Distribution Date) and
Curtailments received on the Mortgage Loans in such 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, (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 and (5)
the Capitalized Interest Distribution for such Distribution
Date.
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.
LaSalle : LaSalle Bank, National Association.
LaSalle Bank Custodial
Agreement : That certain
Custodial Agreement dated as of November 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
March 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 or Countrywide 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.
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.
Prefunded Amount
: The amount deposited in the
Prefunding Account on the Closing Date, which shall equal
approximately $21,227,176.73.
Prefunding Account
: The separate Eligible Account
created and maintained by the Trust Administrator pursuant to
Section 3.05(g) 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 2005-12 Adjustable Rate Mortgage-Backed Pass-Through
Certificates, Series 2005-12.” Funds in the Prefunding
Account shall be held in trust for the Certificateholders for the
uses and purposes set forth in this Agreement and shall not be a
part of any REMIC created hereunder; provided ,
however , that any investment income earned from Permitted
Investments made with funds in the Prefunding Account shall be for
the account of the Depositor.
Prefunding Period
: The period from the Closing Date
until the earliest of (i) the date on which the aggregate
amounts on deposit in the Prefunding Account are reduced to zero,
or (ii) an Event of Default occurs or
(iii) February 24, 2006.
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 or SPS
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 or SPS 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, plus, with respect to the Distribution Date in
February 2006, the amount remaining, if any, in the Prefunding
Account at the end of the Prefunding Period, net of investment
income.
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
November 28, 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 least “AA” or
equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage
Loan must have at least as high a claims paying ability rating as
the insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage
Loan : One or more
Mortgage Loans substituted by the Seller for one or more Deleted
Mortgage Loans which must, on the date of such substitution, as
confirmed in a Request for Release, substantially in the form of
Exhibit K, individually or in the aggregate and on a weighted
average basis, as applicable (i) have a Stated Principal
Balance, after deduction of the principal portion of the Scheduled
Payment due in the month of substitution, not in excess of, and not
more than 10% less than the Stated Principal Balance of the Deleted
Mortgage Loan; (ii) be accruing interest at a rate no lower
than and not more than 1% per annum higher than, that of the
Deleted Mortgage Loan; (iii) have a Loan to Value Ratio no
higher than that of the Deleted Mortgage Loan; (iv) have a
remaining term to maturity not more than one year greater than or
less than that of the Deleted Mortgage Loan; provided that
the remaining term to maturity of any such Mortgage Loan shall be
no greater than the last maturing Mortgage Loan immediately prior
to any substitution; (v) have a Maximum Mortgage Rate and
Minimum Mortgage Rate not less than the respective such rates for
the Deleted Mortgage Loan, have a Gross Margin equal to or greater
than the Deleted Mortgage Loan and have the same Index as the
Deleted Mortgage Loan; (vi) not be a Cooperative Loan unless
the Deleted Mortgage Loan was a Cooperative Loan and (vii)
comply with each representation and warranty set forth in
Section 2.03(b).
Rating Agency
: Each of Moody’s, S&P and
DBRS, or any successor to any of them, so long as such entity is
rating any of the Certificates.
Ratings : As of any date of determination, the ratings,
if any, of the Certificates as assigned by the Rating
Agencies.
Realized Loss
: With respect to any Mortgage Loan,
(1) with respect to each Liquidated Mortgage Loan, an amount (not
less than zero or more than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to
(i) the Stated Principal Balance of the Liquidated Mortgage
Loan as of the date of such liquidation, plus (ii) interest at
the applicable Net Mortgage Rate from the related Due Date as to
which interest was last paid or advanced (and not reimbursed) to
Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to
time, minus (iii) the Net Liquidation Proceeds, if any,
received during the month in which such liquidation occurred, to
the extent applied as recoveries of interest at the Net Mortgage
Rate and to principal of the Liquidated Mortgage Loan; (2) for any
Mortgage Loan subject to a Deficient Valuation, the excess of the
Stated Principal Balance of that Mortgage Loan over the principal
amount as reduced in connection with the proceedings resulting in
the Deficient Valuation; or (3) for any Debt Service Reduction
Mortgage Loan, the present value of all monthly Debt Service
Reductions on the Mortgage Loan, assuming that the mortgagor pays
each Scheduled Payment on the applicable Due Date and that no
Principal Prepayments are received on the Mortgage Loan, discounted
at the applicable Mortgage Rate.
Realized Losses allocated to the
Class 5-X Certificates shall be allocated first to the
REMIC III Regular Interest 5-X-IO in reduction of the accrued
but unpaid interest thereon until such accrued and unpaid interest
shall have been reduced to zero and then to the REMIC III
Regular Interest 5-X-PO in reduction of the principal balance
thereof.
Recognition Agreement
: An Agreement among a Cooperative
Corporation, a lender and a Mortgagor with respect to a Cooperative
Loan whereby such parties (i) acknowledge that such lender may
make, or intends to make, such Cooperative Loan, (ii) make
certain agreements with respect to such Cooperative
Loan.
Record Date
: With respect to any Distribution
Date and the Certificates other than the LIBOR Certificates held in
Book-Entry Form on such Distribution Date, the close of business on
the last
Business Day of the month preceding
the month in which the applicable Distribution Date occurs. With
respect to any Distribution Date and the LIBOR Certificates held in
Book-Entry Form on such Distribution Date, the close of business on
the Business Day immediately preceding such Distribution
Date.
Recovery : With respect to any Distribution Date and
Mortgage Loan that became a Liquidated Mortgage Loan in a month
preceding the month prior to the Distribution Date, an amount
received in respect of principal on such Mortgage Loan which has
previously been allocated as a Realized Loss or Applied Loss Amount
to a Class or Classes of Certificates, net of reimbursable
expenses.
Reference Bank Rate
: With respect to any Accrual Period
relating to the LIBOR Certificates as follows: the arithmetic mean
(rounded upwards, if necessary, to the nearest one sixteenth of a
percent) of the offered rates for United States dollar deposits for
one month which are offered by the Reference Banks as of 11:00
A.M., London time, on the Interest Determination Date prior to the
first day of such Accrual Period to prime banks in the London
interbank market for a period of one month in amounts approximately
equal to the aggregate Class Principal Balance of the LIBOR
Certificates; provided that at least two such Reference
Banks provide such rate. If fewer than two offered rates appear,
the Reference Bank Rate will be the arithmetic mean of the rates
quoted by one or more major banks in New York City, selected by the
Trust Administrator after consultation with DLJMC, as of 11:00
A.M., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts
approximately equal to the aggregate Class Principal Balance of the
LIBOR Certificates. If no such quotations can be obtained, the
Reference Bank Rate shall be the Reference Bank Rate applicable to
the preceding Accrual Period.
Reference Banks
: Three major banks that are engaged
in the London interbank market, selected by the Trust Administrator
after consultation with DLJMC.
Registration Statement
: That certain registration
statement on Form S-3, as amended (Registration No. 333-120966),
relating to the offering by the Depositor from time to time of its
Mortgage-Backed Pass Through Certificates (Issuable in Series) as
heretofore declared effective by the Securities and Exchange
Commission.
Regular Certificates
: All of the Certificates other than
the Class AR and Class AR-L Certificates.
Relief Act
: The Servicemembers Civil Relief
Act, as amended, and any similar state or local law.
Relief Act Reductions
: With respect to any Distribution
Date and any Mortgage Loan as to which there has been a reduction
in the amount of interest collectible thereon for the most recently
ended calendar month as a result of the application of the Relief
Act, the amount, if any, by which (i) interest collectible on
such Mortgage Loan for the most recently ended calendar month is
less than (ii) interest accrued thereon for such month
pursuant to the Mortgage Note.
REMIC : A “real estate mortgage investment
conduit,” within the meaning of Section 860D of the
Code. Reference herein to REMIC refers to each REMIC created by the
Preliminary Statement.
REMIC Election
: An election, for federal income
tax purposes, to treat certain assets as a REMIC.
REMIC I Available
Distribution Amount : For
each of Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4, for any Distribution Date, the Available
Distribution Amount for such Loan Group.
REMIC I Distribution
Amount : For any
Distribution Date, the REMIC I Available Distribution Amounts
shall be deemed distributed to REMIC III, as the holder of the
REMIC I Regular Interests, and to Holders of the
Class AR-L Certificates in respect of Component I
thereof, pursuant to Section 4.01(IV)(a)(i), in the following
amounts and priority:
(a) To
the extent of the REMIC I Available Distribution Amount for
Loan Group 1:
(i) first,
to Class Y-1 and Class Z-1 Regular Interests and
Component I of the Class AR-L Certificates, concurrently,
the Uncertificated Accrued Interest for such Classes remaining
unpaid from previous Distribution Dates, pro rata according
to their respective shares of such unpaid amounts;
(ii) second,
to the Class Y-1 and Class Z-1 Regular Interests and
Component I of the Class AR-L Certificates, concurrently,
the Uncertificated Accrued Interest for such Classes for the
current Distribution Date, pro rata according to their
respective Uncertificated Accrued Interest;
(iii) third,
to Component I of the Class AR-L Certificates, until the
Uncertificated Principal Balance thereof has been reduced to zero;
and
(iv) fourth,
to the Class Y-1 and Class Z-1 Regular Interests, the
Class Y-1 Principal Distribution Amount and the Class Z-1
Principal Distribution Amount, respectively.
(b) To
the extent of the REMIC I Available Distribution Amount for
Loan Group 2:
(i) first,
to the Class Y-2 and Class Z-2 Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Classes
remaining unpaid from previous Distribution Dates, pro rata
according to their respective shares of such unpaid
amounts;
(ii) second,
to the Class Y-2 and Class Z-2 Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Classes
for the current Distribution Date, pro rata according to
their respective Uncertificated Accrued Interest; and
(iii) third,
to the Class Y-2 and Class Z-2 Regular Interests, the
Class Y-2 Principal Distribution Amount and the Class Z-2
Principal Distribution Amount, respectively.
(c) To
the extent of the REMIC I Available Distribution Amount for
Loan Group 3:
(i) first,
to the Class Y-3 and Class Z-3 Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Classes
remaining unpaid from previous Distribution Dates, pro rata
according to their respective shares of such unpaid
amounts;
(ii) second,
to the Class Y-3 and Class Z-3 Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Classes
for the current Distribution Date, pro rata according to
their respective Uncertificated Accrued Interest; and
(iii) third,
to the Class Y-3 and Class Z-3 Regular Interests, the
Class Y-3 Principal Distribution Amount and the Class Z-3
Principal Distribution Amount, respectively.
(d) To
the extent of the REMIC I Available Distribution Amount for
Loan Group 4:
(i)
first , to the Class Y-4 and Class Z-4 Regular
Interests, concurrently, the Uncertificated Accrued Interest for
such Classes remaining unpaid from previous Distribution Dates,
pro rata according to their respective shares of such unpaid
amounts;
(ii)
second , to the Class Y-4 and Class Z-4 Regular
Interests, concurrently, the Uncertificated Accrued Interest for
such Classes for the current Distribution Date, pro rata
according to their respective Uncertificated Accrued Interest;
and
(iii)
third , to the Class Y-4 and Class Z-4 Regular
Interests, the Class Y-4 Principal Distribution Amount and the
Class Z-4 Principal Distribution Amount,
respectively.
(e) To
the extent of the REMIC I Available Distribution Amounts for
such Distribution Date remaining after payment of the amounts
pursuant to paragraphs (a), (b), (c) and (d) of this
definition of “REMIC I Distribution
Amount”:
(i)
first , to each Class of REMIC I Class Y and
Class Z Regular Interests, pro rata according to the
amount of unreimbursed Realized Losses allocable to principal
previously allocated to each such Class; provided ,
however , that any amounts distributed pursuant to this
paragraph (e)(i) of this definition of “REMIC I
Distribution Amount” shall not cause a reduction in the
Uncertificated Principal Balances of any of the Class Y and
Class Z Regular Interests; and
(ii)
second , to the Class AR-L Certificates in respect of
Component I thereof, any remaining amount.
REMIC I Realized
Losses : Realized Losses
on the Group 1, Group 2, Group 3 and Group 4
Mortgage Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) the interest portion of Realized Losses
and Net Interest Shortfalls on the Group 1 Loans, if any,
shall be allocated between the Class Y-1 and Class Z-1
Regular Interests pro rata according to the amount of
interest accrued but unpaid thereon, in reduction thereof; (2) the
interest portion of Realized Losses and Net Interest Shortfalls on
the Group 2 Loans, if any, shall be allocated between the
Class Y-2 and Class Z-2 Regular Interests pro rata
according to the amount of interest accrued but unpaid thereon, in
reduction thereof; (3) the interest portion of Realized Losses and
Net Interest Shortfalls on the Group 3 Loans, if any, shall be
allocated between the Class Y-3 and Class Z-3 Regular
Interests pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof; and (4) the
interest portion of Realized Losses and Net Interest Shortfalls on
the Group 4 Loans, if any, shall be allocated between the
Class Y-4 and Class Z-4 Regular Interests pro rata
according to the amount of interest accrued but unpaid thereon, in
reduction thereof. Any interest portion of such Realized Losses in
excess of the amount allocated pursuant to the preceding sentence
shall be treated as a principal portion of Realized Losses not
attributable to any specific Mortgage Loan in such Group and
allocated pursuant to the succeeding sentences. The principal
portion of Realized Losses with respect to the Group 1,
Group 2, Group 3 and Group 4 Mortgage Loans shall be
allocated to the REMIC I Regular Interests as follows:
(1) the principal portion of Realized Losses on the
Group 1 Loans shall be allocated, first, to the Class Y-1
Regular Interest to the extent of the Class Y-1 Principal
Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if
any, of such principal portion of such Realized Losses shall be
allocated to the Class Z-1 Regular Interest in reduction of
the
Uncertificated Principal Balance
thereof; (2) the principal portion of Realized Losses on the
Group 2 Loans shall be allocated, first, to the Class Y-2
Regular Interest to the extent of the Class Y-2 Principal
Reduction Amount in reduction of the Uncertificated Principal
Balance of such Regular Interest and, second, the remainder, if
any, of such principal portion of such Realized Losses shall be
allocated to the Class Z-2 Regular Interest in reduction of
the Uncertificated Principal Balance thereof; (3) the principal
portion of Realized Losses on the Group 3 Loans shall be
allocated, first, to the Class Y-3 Regular Interest to the
extent of the Class Y-3 Principal Reduction Amount in
reduction of the Uncertificated Principal Balance of such Regular
Interest and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be allocated to the
Class Z-3 Regular Interest in reduction of the Uncertificated
Principal Balance thereof; and (4) the principal portion of
Realized Losses on the Group 4 Loans shall be allocated,
first, to the Class Y-4 Regular Interest to the extent of the
Class Y-4 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and,
second, the remainder, if any, of such principal portion of such
Realized Losses shall be allocated to the Class Z-4 Regular
Interest in reduction of the Uncertificated Principal Balance
thereof. For any Distribution Date, reductions in the
Uncertificated Principal Balances of the Class Y and
Class Z Regular Interests pursuant to this definition of
Realized Loss shall be determined, and shall be deemed to occur,
prior to any reductions of such Uncertificated Principal B
