================================================================================
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
WELLS FARGO BANK, N.A.,
Master Servicer, Servicer, Back-Up Servicer and Trust
Administrator,
SELECT PORTFOLIO SERVICING, INC.,
u.s. bank national association,
GREENPOINT MORTGAGE FUNDING, INC.
Servicers,
WILSHIRE CREDIT CORPORATION
Special Servicer,
and
hsbc usa bank, national association,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF JANUARY 1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2005-1
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2005-1
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS.......................................................10
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES.....75
SECTION 2.01.
Conveyance of Trust Fund..................................75
SECTION 2.02.
Acceptance by the Trustee.................................81
SECTION 2.03.
Representations and Warranties of the Seller,
Master Servicer and Servicers.............................83
SECTION 2.04.
Representations and Warranties of the Depositor as
to the Mortgage Loans.....................................85
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.............................................86
SECTION 2.06.
Issuance of Certificates..................................86
SECTION 2.07.
REMIC Provisions..........................................86
SECTION 2.08.
Covenants of the Master Servicer and each Servicer........91
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS..................92
SECTION 3.01.
Servicers to Service Mortgage Loans.......................92
SECTION 3.02.
Subservicing; Enforcement of the Obligations of
Subservicers..............................................94
SECTION 3.03.
Master Servicing by Master Servicer.......................96
SECTION 3.04.
Trustee to Act as Master Servicer or Servicer.............96
SECTION 3.05.
Collection of Mortgage Loans; Collection Accounts;
Certificate Account.......................................97
SECTION 3.06.
Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges............99
SECTION 3.07.
Access to Certain Documentation and Information
Regarding the Non-Designated Mortgage Loans;
Inspections..............................................102
SECTION 3.08.
Permitted Withdrawals from the Collection Accounts
and Certificate Account..................................103
SECTION 3.09.
Maintenance of Hazard Insurance; Mortgage
Impairment Insurance and Mortgage Guaranty
Insurance Policy; Claims; Restoration of Mortgaged
Property.................................................104
SECTION 3.10.
Enforcement of Due on Sale Clauses; Assumption
Agreements...............................................108
SECTION 3.11.
Realization Upon Defaulted Mortgage Loans;
Repurchase of Certain Mortgage Loans.....................109
SECTION 3.12.
Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files................................112
SECTION 3.13.
Documents, Records and Funds in Possession of a
Servicer to be Held for the Trust........................113
SECTION 3.14.
Servicing Fee; Indemnification of Master Servicer;
Payment of Interim Servicer Advance Amount
.............113
SECTION 3.15.
Access to Certain Documentation..........................114
SECTION 3.16.
Annual Statement as to Compliance........................115
SECTION 3.17.
Annual Independent Public Accountants' Servicing
Statement; Financial Statements..........................115
SECTION 3.18.
Maintenance of Fidelity Bond and Errors and
Omissions Insurance......................................117
SECTION 3.19.
Special Serviced Mortgage Loans..........................117
SECTION 3.20.
Indemnification of Servicers and Master Servicer.........118
SECTION 3.21.
Notification of Adjustments..............................118
i
SECTION 3.22.
Designated Mortgage Loans................................118
SECTION 3.23.
Assigned Prepayment Premiums.............................120
ARTICLE IV PAYMENTS AND STATEMENTS TO
CERTIFICATEHOLDERS...................121
SECTION 4.01.
Priorities of Distribution...............................121
SECTION 4.02.
Allocation of Losses.....................................131
SECTION 4.03.
Recoveries...............................................133
SECTION 4.04.
Reserved.................................................133
SECTION 4.05.
Monthly Statements to Certificateholders.................133
SECTION 4.06.
Servicer to Cooperate....................................134
SECTION 4.07.
Cross-Collateralization; Adjustments to Available
Funds....................................................134
SECTION 4.08.
Reserved.................................................135
SECTION 4.09.
Counterparty Rating Agency Downgrade.....................136
SECTION 4.10.
Group 5 Interest Rate Cap Account........................136
ARTICLE V ADVANCES BY THE MASTER SERVICER AND
SERVICERS....................138
SECTION 5.01.
Advances by the Master Servicer and Servicers............138
ARTICLE VI THE
CERTIFICATES................................................139
SECTION 6.01.
The Certificates.........................................139
SECTION 6.02.
Registration of Transfer and Exchange of
Certificates.............................................140
SECTION 6.03.
Mutilated, Destroyed, Lost or Stolen Certificates........144
SECTION 6.04.
Persons Deemed Owners....................................145
SECTION 6.05.
Access to List of Certificateholders' Names and
Addresses................................................145
SECTION 6.06.
Maintenance of Office or Agency..........................145
SECTION 6.07.
Book Entry Certificates..................................145
SECTION 6.08.
Notices to Clearing Agency...............................146
SECTION 6.09.
Definitive Certificates..................................146
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE
SERVICERS AND THE SPECIAL SERVICER............................148
SECTION 7.01.
Liabilities of the Seller, the Depositor, the
Master Servicer, the Back-Up Servicer, the
Servicers and the Special Servicer.......................148
SECTION 7.02.
Merger or Consolidation of the Seller, the
Depositor, the Back-Up Servicer, the Master
Servicer, the Servicers or the Special Servicer..........148
SECTION 7.03.
Limitation on Liability of the Seller, the
Depositor, the Master Servicer, the Back-Up
Servicer, the Servicers, the Special Servicer and
Others...................................................149
SECTION 7.04.
Master Servicer and Servicer Not to Resign;
Transfer of Servicing....................................149
SECTION 7.05.
Master Servicer, Seller and Servicers May Own
Certificates.............................................150
SECTION 7.06.
Termination of Duties of the Back-Up Servicer............150
ARTICLE VIII
DEFAULT.......................................................151
SECTION 8.01.
Events of Default........................................151
SECTION 8.02.
Master Servicer or Trust Administrator to Act;
Appointment of Successor.................................154
SECTION 8.03.
Notification to Certificateholders.......................156
SECTION 8.04.
Waiver of Events of Default..............................156
ARTICLE IX CONCERNING THE
TRUSTEE..........................................156
SECTION 9.01.
Duties of Trustee........................................156
SECTION 9.02.
Certain Matters Affecting the Trustee....................158
SECTION 9.03.
Trustee Not Liable for Certificates or Mortgage
Loans....................................................159
SECTION 9.04.
Trustee May Own Certificates.............................159
SECTION 9.05.
Trustee's Fees and Expenses..............................159
SECTION 9.06.
Eligibility Requirements for Trustee.....................160
SECTION 9.07.
Resignation and Removal of Trustee.......................160
ii
SECTION 9.08.
Successor Trustee........................................161
SECTION 9.09.
Merger or Consolidation of Trustee.......................161
SECTION 9.10.
Appointment of Co-Trustee or Separate Trustee............162
SECTION 9.11.
Office of the Trustee....................................163
ARTICLE X CONCERNING THE TRUST
ADMINISTRATOR...............................164
SECTION 10.01. Duties of Trust
Administrator............................164
SECTION 10.02. Certain Matters Affecting the Trust
Administrator........165
SECTION 10.03. Trust Administrator Not Liable for Certificates or
Mortgage Loans...........................................167
SECTION 10.04. Trust Administrator May Own
Certificates.................167
SECTION 10.05. Trust Administrator's Fees and
Expenses..................167
SECTION 10.06. Eligibility Requirements for Trust
Administrator.........168
SECTION 10.07. Resignation and Removal of Trust
Administrator...........168
SECTION 10.08. Successor Trust
Administrator............................169
SECTION 10.09. Merger or Consolidation of Trust
Administrator...........170
SECTION 10.10. Appointment of Co-Trust Administrator or Separate
Trust Administrator......................................170
SECTION 10.11. Office of the Trust
Administrator........................171
SECTION 10.12. Tax
Return...............................................171
SECTION 10.13. Commission
Reporting.....................................171
SECTION 10.14. Determination of Certificate
Index.......................174
ARTICLE XI
TERMINATION.....................................................175
SECTION 11.01. Termination upon Liquidation or Purchase of all
Mortgage Loans...........................................175
SECTION 11.02. Procedure Upon Optional
Termination......................176
SECTION 11.03. Additional Termination
Requirements......................177
ARTICLE XII MISCELLANEOUS
PROVISIONS.......................................179
SECTION 12.01.
Amendment................................................179
SECTION 12.02. Recordation of Agreement;
Counterparts...................181
SECTION 12.03. Governing
Law............................................181
SECTION 12.04. Intention of
Parties.....................................181
SECTION 12.05.
Notices..................................................182
SECTION 12.06. Severability of
Provisions...............................183
SECTION 12.07. Limitation on Rights of
Certificateholders...............183
SECTION 12.08. Certificates Nonassessable and Fully
Paid................184
SECTION 12.09. Protection of
Assets.....................................184
SECTION 12.10.
Non-Solicitation.........................................184
ARTICLE XIII SPS AND THE MASTER
SERVICER...................................186
SECTION 13.01. Reports and
Notices......................................186
SECTION 13.02. Master Servicer's Oversight With Respect to the
SPS Mortgage Loans.......................................187
SECTION 13.03.
Termination..............................................187
SECTION 13.04. Liability and
Indemnification............................187
SECTION 13.05.
Confidentiality..........................................187
iii
EXHIBITS
Exhibit A:
Form of Class A Certificate..............................A-1
Exhibit B:
Form of Class 5-M Certificate............................B-1
Exhibit C:
Form of Class C-B Certificate............................C-1
Exhibit D-1:
Form of Class AR Certificate...........................D-1-1
Exhibit D-2:
Form of Class AR-L Certificate.........................D-2-1
Exhibit E:
Form of Class P Certificate..............................E-1
Exhibit F:
Form of Class 5-X Certificate............................F-1
Exhibit G:
Reserved.................................................G-1
Exhibit H:
Form of Servicer Information.............................H-1
Exhibit I-1:
Form of Trust Receipt and Initial Certification..........I-1
Exhibit I-2:
Form of Trust Receipt and Subsequent Certification.......I-1
Exhibit J:
Form of Trust Receipt and Final Certification............J-1
Exhibit K:
Form of Request for Release..............................K-1
Exhibit L:
Form of Transferor Certificate...........................L-1
Exhibit M-1:
Form of Investment Letter..............................M-1-1
Exhibit M-2:
Form of Rule 144A Letter...............................M-2-1
Exhibit N:
Form of Investor Transfer Affidavit and Agreement........N-1
Exhibit O:
Form of Transfer Certificate.............................O-1
Exhibit P:
Form of SPS Mortgage Loans Report......................P-1-1
Exhibit Q:
Form of Foreclosure Settlement Statement.................Q-1
Exhibit R:
Form of Subsequent Transfer Agreement....................R-1
Exhibit S:
Form of Monthly Statement to Certificateholders..........S-1
Exhibit T:
Form of Depositor Certification .........................T-1
Exhibit U:
Form of Trust Administrator Certification ...............U-1
Exhibit V-1:
Form of Master Servicer Certification .................V-1-1
Exhibit V-2:
Form of Servicer Certification ........................V-2-1
SCHEDULES
Schedule I:
Mortgage Loan Schedule...................................I-1
Schedule IIA:
Representations and Warranties of Seller - DLJMC.......IIA-1
Schedule IIB:
Representations and Warranties of Master Servicer
- Wells Fargo..........................................IIB-1
Schedule IIC:
Representations and Warranties of Servicer -
GreenPoint.............................................IIC-1
Schedule IID:
Representations and Warranties of Servicer - SPS.......IID-1
Schedule IIE:
Representations and Warranties of Servicer - U.S.
Bank...................................................IIE-1
Schedule IIF:
Representations and Warranties of Servicer - Wells
Fargo..................................................IIF-1
Schedule IIG:
Representations and Warranties of Special Servicer
- Wilshire.............................................IIG-1
Schedule III:
Representations and Warranties of DLJMC - Mortgage
Loans..................................................III-1
Schedule IV:
[Reserved]..............................................IV-1
APPENDICES
Appendix A:
Calculation of Class Y Principal Reduction
Amounts.........................................APPENDIX A-1
iv
-72-
-1-
THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2005,
is hereby executed by and among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES
CORP., a Delaware corporation, as depositor (the "Depositor"), DLJ
MORTGAGE
CAPITAL, INC. ("DLJMC"), a Delaware corporation, in its capacity,
as seller (a
"Seller"), WELLS FARGO BANK, N.A., a national banking association,
in its
capacity as master servicer (in such capacity, the "Master
Servicer"), in its
capacity as a servicer (in such capacity, a "Servicer"), in its
capacity as
back-up servicer (in such capacity, the "Back-Up Servicer") and in
its capacity
as trust administrator (in such capacity, the "Trust
Administrator"), SELECT
PORTFOLIO SERVICING, INC. ("SPS"), a Utah corporation, in its
capacity as a
servicer (in such capacity, a "Servicer"), U.S. BANK NATIONAL
ASSOCIATION, a
national banking association, as a servicer (a "Servicer"),
GREENPOINT MORTGAGE
FUNDING, INC., as a servicer (a "Servicer"), WILSHIRE CREDIT
CORPORATION, a
Nevada corporation, as special servicer (the "Special Servicer"),
and HSBC BANK
USA, NATIONAL ASSOCIATION, a national banking association, as
trustee (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 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 assets held in the Group 5 Interest Rate Cap Account)
for federal
income tax purposes shall consist of four REMICs (referred to as
"REMIC I,"
"REMIC II," "REMIC III" and "REMIC IV").
1
REMIC I
As provided herein, the Trust Administrator will make an election
to treat
the segregated pool of assets consisting of the Group 1, Group 2,
Group 3 and
Group 4 Mortgage Loans and certain other related assets (exclusive
of any
entitlement to Assigned Prepayment Premiums, the Group 3 Excess
Interest, the
Group 4 Excess Interest, the Group 5 Interest Rate Cap Agreement
and the assets
held in the Group 5 Interest Rate Cap Account, the Prefunding
Accounts and the
Capitalized Interest Accounts) 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
Initial
each REMIC I
Uncertificated
Regular
Principal
Interest and
Uncertificated
Balance or
Component I of
REMIC I
Class
the Class AR-L
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
---------------
-------
------------
--------------
--------------------
Class Y-1
Regular
Variable(1)
$
61,050.51
May 2035
Class Y-2
Regular
Variable(2)
$
102,899.16
May 2035
Class Y-3
Regular
Variable(3)
$
54,453.57
May 2035
Class Y-4
Regular
Variable(4)
$
64,316.64
May 2035
Class Z-1
Regular
Variable(1)
$122,039,978.24
May 2035
Class Z-2
Regular
Variable(2)
$205,457,270.60
May 2035
Class Z-3
Regular
Variable(3)
$108,852,695.30
May 2035
Class Z-4
Regular
Variable(4)
$128,420,113.31
May 2035
Component I of
the Class AR-L
Residual
Variable(1)
$50.00
May 2035
-----------------
*
The Distribution Date in the specified month, which is the month
following
the month the latest maturing Mortgage Loan in the related Loan
Group
matures. For federal income tax purposes, for each Class of REMIC I
Regular
and Residual Interests, the "latest possible maturity date" shall
be the
Final Maturity Date.
(1)
Interest distributed to the REMIC I Regular Interests Y-1 and Z-1
and
Component I of the Class AR-L Certificates on each Distribution
Date will
have accrued at the weighted average of the Net Mortgage Rates for
the
Group 1 Loans on the applicable Uncertificated Principal Balance or
Class
Principal Balance outstanding immediately before such Distribution
Date.
(2)
Interest distributed to the REMIC I Regular Interests Y-2 and Z-2
on each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 2 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(3)
Interest distributed to the REMIC I Regular Interests Y-3 and Z-3
on each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 3 Loans less 0.020% on the applicable
Uncertificated Principal Balance outstanding immediately before
such
Distribution Date.
(4) Interest distributed to the REMIC I Regular Interests Y-4 and
Z-4 on each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 4 Loans less 0.020% on the applicable
Uncertificated Principal Balance outstanding immediately before
such
Distribution Date.
2
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, the
Group 3 Excess Interest Amount, the Group 4 Excess Interest Amount
and certain
other related assets (exclusive of any entitlement to Assigned
Prepayment
Premiums, the Group 5 Interest Rate Cap Agreement and assets held
in Group 5
Interest Rate Cap Account, the Prefunding Accounts and the
Capitalized Interest
Accounts) 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
Uncertificated
Initial
and Component II
REMIC II
Uncertificated
of the Class AR-L
Type of
Pass-Through
Principal
Final Maturity
Certificates
Interest
Rate
Balance
Date*
-----------------
--------
------------
--------------
--------------
Class Y-5A
Regular
Variable(1)
$
54,406.19
May 2035
Class Y-5B
Regular
Variable(2)
$
153,872.78
May 2035
Class Z-5A
Regular
Variable(1)
$108,757,977.23
May 2035
Class Z-5B
Regular
Variable(2)
$307,623,922.32
May 2035
Class LT-IO
Regular
Variable(3)
$
May 2035
Component II of
the Class AR-L
Regular
N/A
$
0.00
May 2035
-------------------
(1)
Interest distributed to the REMIC II Regular Interests Y-5A and
Z-5A on
each Distribution Date will have accrued at the weighted average of
the Net
Mortgage Rates for the Group 5A Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(2)
Interest distributed to the REMIC II Regular Interests Y-5B and
Z-5B on
each Distribution Date will have accrued at the weighted average of
the Net
Mortgage Rates for the Group 5B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(3)
Interest distributed to the REMIC II Regular Interest LT-IO on each
Distribution Date will be equal to the sum of the Group 3 Excess
Interest
Amount and the Group 4 Excess Interest Amount for such Distribution
Date.
3
REMIC III
As provided herein, the Trust Administrator will make an election
to treat
the segregated pool of assets consisting of the REMIC I Regular
Interests and
the REMIC II Regular Interests and certain other related assets
(exclusive of
any entitlement to Assigned Prepayment Premiums, the Group 5
Interest Rate Cap
Agreement and assets held in the Group 5 Interest Rate Cap Account,
the
Prefunding Accounts and the Capitalized Interest Accounts) subject
to this
Agreement as a real estate mortgage investment conduit (a "REMIC")
for federal
income tax purposes, and such segregated pool of assets will be
designated as
"REMIC III." Component I of the Class AR Certificates will
represent the sole
Class of "residual interests" in REMIC III for purposes of the
REMIC Provisions
(as defined herein) under federal income tax law. The following
table
irrevocably sets forth the designation, remittance rate (the
"Uncertificated
REMIC III Pass-Through Rate") and initial Uncertificated Principal
Balance for
each of the "regular interests" in REMIC III (the "REMIC III
Regular Interests")
and the Class Principal Balance of Component I of 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 REMIC III
Regular
Interest shall be the Maturity Date. None of the REMIC III Regular
Interests
will be certificated.
Class
Designation for
Initial
each REMIC III
Uncertificated
Regular
Principal
Interest and
Uncertificated
Balance or
Component I of
REMIC III
Class
the Class AR
Type of
Pass-Through
Principal
Certificates
Interest
Rate
Balance
Final Maturity Date*
---------------
-------- ------------- ---------------
--------------------
Class 1-A-1L
Regular
Variable(1)
$114,475,000.00
May 2035
Class 2-A-1L
Regular
Variable(2)
$192,710,000.00
May 2035
Class 3-A-1L
Regular
Variable(3)
$102,100,000.00
May 2035
Class 4-A-1L
Regular
Variable(4)
$120,450,000.00
May 2035
Class C-B-1L
Regular
Variable(5)
$ 14,410,000.00
May 2035
Class C-B-2L
Regular
Variable(5)
$
6,780,000.00
May 2035
Class C-B-3L
Regular
Variable(5)
$
2,260,000.00
May 2035
Class C-B-4L
Regular
Variable(5)
$
2,825,000.00
May 2035
Class C-B-5L
Regular
Variable(5)
$
1,130,000.00
May 2035
Class C-B-6L
Regular
Variable(5)
$
2,260,000.00
May 2035
Class C-B-7L
Regular
Variable(5)
$
1,695,000.00
May 2035
Class C-B-8L
Regular
Variable(5)
$
2,545,000.00
May 2035
Class C-B-9L
Regular
Variable(5)
$
1,412,727.33
May 2035
Class LT-1
Regular
Variable(6)
$108,738,892.57
May 2035
Class LT-2
Regular
Variable(6)
$
2,677.82
May 2035
Class LT-3
Regular
0.00%
$
8,203.42
May 2035
Class LT-4
Regular
Variable(7)
$
8,203.42
May 2035
Class LT-5
Regular
Variable(8)
$307,569,701.21
May 2035
Class LT-6
Regular
Variable(8)
$
7,334.45
May 2035
Class LT-7
Regular
0.00%
$
23,443.33
May 2035
Class LT-8
Regular
Variable(9)
$
23,443.33
May 2035
Class LT-Y5A
Regular
Variable(10)
$
54,406.19
May 2035
Class LT-Y5B
Regular
Variable(11)
$108,738,892.57
May 2035
Class IOL
May 2035
Regular
Variable(12)
$
0.00
Component I of
the Class AR
Residual
Variable(1)
$
50.00
May 2035
-----------------
*
The Distribution Date in the specified month, which is the month
following
the month the latest maturing Mortgage Loan in the related Loan
Group
matures. For federal income tax purposes, for each Class of REMIC
III
Regular and Residual Interests, the "latest possible maturity date"
shall
be the Final Maturity Date.
(1)
Interest distributed to the REMIC III Regular Interest 1-A-1L and
Component
I of the Class AR 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.
4
(2)
Interest distributed to the REMIC III Regular Interest 2-A-1L on
each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 2 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(3)
Interest distributed to the REMIC III Regular Interest 3-A-1L on
each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 3 Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(4)
Interest distributed to the REMIC III Regular Interest 4-A-1L 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.
(5)
Interest distributed to the REMIC III Regular Interests C-B-1L,
C-B-2L,
C-B-3L, C-B-4L, C-B-5L, C-B-6L, C-B-7L, C-B-8L and C-B-9L on each
Distribution Date will have accrued at the weighted average of (a)
the
weighted average of the Net Mortgage Rates for the Group 1 Loans,
(b) the
weighted average of the Net Mortgage Rates for the Group 2 Loans,
(c) the
weighted average of the Net Mortgage Rates for the Group 3 Loans,
and (d)
the weighted average of the Net Mortgage Rates for the Group 4
Loans,
weighted on the basis of the Subordinate Component Balances of the
respective Loan Groups, on the applicable Uncertificated Principal
Balance
outstanding immediately before such Distribution Date, which is
equal to
the weighted average of the interest rates on the Class Y-1, Class
Y-2,
Class Y-3 and Class Y-4 REMIC I Regular Interests weighted on the
basis of
their respective principal balances
(6)
Interest distributed to the REMIC III Regular Interests LT-1 and
LT-2 on
each Distribution Date will have accrued at the weighted average of
the Net
Mortgage Rates for the Group 5A Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date
(7)
Interest distributed to the REMIC III Regular Interest LT-4 on each
Distribution Date will have accrued at twice the weighted average
of the
Net Mortgage Rates for the Group 5A Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(8)
Interest distributed to the REMIC III Regular Interests LT-5 and
LT-6 on
each Distribution Date will have accrued at the weighted average of
the Net
Mortgage Rates for the Group 5B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(9)
Interest distributed to the REMIC III Regular Interest LT-8 on each
Distribution Date will have accrued at twice the weighted average
of the
Net Mortgage Rates for the Group 5B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(10) Interest distributed to the REMIC III Regular Interest LT-Y5A
on each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 5A Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(11) Interest distributed to the REMIC III Regular Interest LT-Y5B
on each
Distribution Date will have accrued at the weighted average of the
Net
Mortgage Rates for the Group 5B Loans on the applicable
Uncertificated
Principal Balance outstanding immediately before such Distribution
Date.
(12) Interest distributed to the REMIC III Regular Interest IOL on
each
Distribution Date will be equal to the sum of the Group 3 Excess
Interest
Amount and the Group 4 Excess Interest Amount for such Distribution
Date.
5
REMIC IV
As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC III Regular
Interests as a
REMIC for federal income tax purposes, and such segregated pool of
assets will
be designated as REMIC IV. Component II of the Class AR
Certificates will
represent the sole Class of "residual interests" in REMIC IV for
purposes of the
REMIC Provisions under federal income tax law. The following table
irrevocably
sets forth the designation, Pass-Through Rate, aggregate Initial
Certificate
Principal Balance, certain features, Final Scheduled Distribution
Date and
initial ratings for each Class of Certificates comprising the
interests
representing "regular interests" in REMIC IV and Component II of
the Class AR
Certificates. The "latest possible maturity date" (determined
solely for
purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii)) for each
Class of REMIC IV Regular Certificates shall be the Maturity Date.
Integral
Class
Multiples
Principal
Pass-Through
Minimum
in Excess
Class
Balance
Rate (per annum) Denomination
of Minimum
------------------
--------------
---------------- ------------
----------
Class 1-A-1
$114,475,000.00
Variable(1)
$ 25,000
$1
Class 2-A-1
$105,000,000.00
Variable(2)
$ 25,000
$1
Class 2-A-2-1
$ 67,540,000.00
Variable(2)
$ 25,000
$1
Class 2-A-2-2
$ 20,170,000.00
Variable(2)
$ 25,000
$1
Class 3-A-1
$102,100,000.00
Variable(3)
$ 25,000
$1
Class 4-A-1
$120,450,000.00
Variable (4)
$ 25,000
$1
Class 5-A-1-1
$ 88,130,000.00
Variable (5)
$ 25,000
$1
Class 5-A-1-2
$
9,800,000.00
Variable (6)
$ 25,000
$1
Class 5-A-2
$277,000,000.00
Variable (7)
$ 25,000
$1
Class 5-M-1
$ 22,910,000.00
Variable(8)
$ 25,000
$1
Class 5-M-2
$ 10,210,000.00
Variable(9)
$ 25,000
$1
Class 5-M-3
$
5,415,000.00
Variable(10)
$ 25,000
$1
Class 5-M-4
$
3,125,000.00
Variable(11)
$ 25,000
$1
Class C-B-1
$ 14,410,000.00
Variable(12)
$ 25,000
$1
Class C-B-2
$
6,780,000.00
Variable(12)
$ 25,000
$1
Class C-B-3
$
2,260,000.00
Variable(12)
$ 25,000
$1
Class C-B-4
$
2,825,000.00
Variable(12)
$ 25,000
$1
Class C-B-5
$
1,130,000.00
Variable(12)
$ 25,000
$1
Class C-B-6
$
2,260,000.00
Variable(12)
$ 25,000
$1
Class C-B-7
$
1,695,000.00
Variable(12)
$ 25,000
$1
Class C-B-8
$
2,545,000.00
Variable(12)
$ 25,000
$1
Class C-B-9
$
1,412,727.33
Variable(12)
$ 25,000
$1
Class 5-X
(13)
Variable (14)
(15)
N/A
Class P
(16)
N/A
(17)
N/A
Component II of
Class AR(18)
$
0.00
N/A
(19)
N/A
------------------
(1)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
1-A-1 Certificates is 4.3861% per annum. After such Distribution
Date, the
Pass-Through Rate for these Certificates shall be a per annum rate
equal to
the Net WAC Rate for Loan Group 1 for that Distribution Date.
(2)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
2-A-1, Class 2-A-2-1 and Class 2-A-2-2 Certificates is 4.6738% per
annum.
After such Distribution Date, the Pass-Through Rate for these
Certificates
shall be a per annum rate equal to the Net WAC Rate for Loan Group
2 for
that Distribution Date.
(3)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
3-A-1 Certificates is 4.6506% per annum. After such Distribution
Date, the
Pass-Through Rate for these Certificates shall be a per annum rate
equal to
the Net WAC Rate for Loan Group 3 for that Distribution Date.
(4)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
4-A-1 Certificates is 5.1606% per annum. After such Distribution
Date, the
Pass-Through Rate for these Certificates shall be a per annum rate
equal to
the Net WAC Rate for Loan Group 4 for that Distribution Date.
6
(5)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
5-A-1-1 Certificates is 2.860% per annum. After such Distribution
Date, the
Pass-Through Rate for the Class 5-A-1-1 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
applicable Group 5A Net Funds Cap and (c) 11.00%.
(6)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
5-A-1-2 Certificates is 2.950% per annum. After such Distribution
Date, the
Pass-Through Rate for the Class 5-A-1-2 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
applicable Group 5A Net Funds Cap and (c) 11.00%.
(7)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
5-A-2 Certificates is 2.880% per annum. After such Distribution
Date, the
Pass-Through Rate for the Class 5-A-2 Certificates shall be a per
annum
rate equal to the least of (a) the sum of the applicable
Certificate Index
and the applicable Certificate Margin for such Distribution Date,
(b) the
applicable Group 5B Net Funds Cap and (c) 11.00%.
(8)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
5-M-1 Certificates is 3.100% 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
applicable Group 5 Subordinate Net Funds Cap and (c) 11.00%.
(9)
The Pass-Through Rate for the February 2005 Distribution Date for
the Class
5-M-2 Certificates is 3.550% 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
applicable Group 5 Subordinate Net Funds Cap and (c) 11.00%.
(10) The Pass-Through Rate for the February 2005 Distribution Date
for the Class
5-M-3 Certificates is 4.150% 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
applicable Group 5 Subordinate Net Funds Cap and (c) 11.00%.
(11) The Pass-Through Rate for the February 2005 Distribution Date
for the Class
5-M-4 Certificates is 4.750% 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
applicable Group 5 Subordinate Net Funds Cap and (c) 11.00%.
(12) The Pass-Through Rate for the February 2005 Distribution Date
for the Class
C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class
C-B-6,
Class C-B-7, Class C-B-8 and Class C-B-9 Certificates is 4.7179%
per annum.
After such Distribution Date, the Pass-Through Rate for each of the
Class
C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5, Class
C-B-6,
Class C-B-7, Class C-B-8 and Class C-B-9 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 pf 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. With the exception of the first Distribution
Date (as
provided in footnote 21 below), 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 IV
regular
interests, a principal only regular interest designated 5-X-PO and
an
interest only regular interest designated 5-X-IO, which will be
entitled to
distributions as set forth herein. On each Distribution Date, the
Class 5-X
Certificates shall be entitled to the Class 5-X Distributable
Amount. With
respect to any Distribution Date after the first 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. The Pass-Through Rate
for the
Class 5-X Certificates or the REMIC IV Regular Interest 5-X-IO for
any
Distribution Date shall equal a per annum rate equal to the
percentage
equivalent of a fraction, the numerator of which is the product of
(a) 30
and (b) the sum of the amounts calculated pursuant to clauses (i)
through
(iv) below, and the denominator of which is the product of (a) the
actual
number of days in the related Accrual Period and (b) the aggregate
principal balance of the REMIC III Regular Interests LT1, LT2, LT3,
LT4,
LT5, LT6, LT7, LT8, LT9, LT10, LT11, LT12, LT-Y5A and LT-Y5B. 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 III Regular
Interests
LT1 and LT-Y5A minus the Marker Rate, applied to a notional amount
equal to the aggregate Uncertificated Principal Balance of REMIC
III
Regular Interests LT1 and LT-Y5A;
7
(ii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest
LT2 minus the Marker Rate, applied to a notional amount equal to
the
Uncertificated Principal Balance of REMIC III Regular Interest LT2;
(iii) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest
LT4 minus twice the Marker Rate, applied to a notional amount equal
to
the Uncertificated Principal Balance of REMIC III Regular Interest
LT4;
(iv) the Uncertificated Pass-Through Rate for REMIC III Regular
Interests
LT5 and LT-Y5B minus the Marker Rate, applied to a notional amount
equal to the aggregate Uncertificated Principal Balance of REMIC
III
Regular Interests LT5 and LT-Y5B;
(v)
the Uncertificated Pass-Through Rate for REMIC III Regular Interest
LT6 minus the Marker Rate, applied to a notional amount equal to
the
Uncertificated Principal Balance of REMIC III Regular Interest LT6;
and
(vi) the Uncertificated Pass-Through Rate for REMIC III Regular
Interest
LT8 minus twice the Marker Rate, applied to a notional amount equal
to
the Uncertificated Principal Balance of REMIC III Regular Interest
LT8.
Accrued interest on the Class 5-X Certificates shall accrue on the
basis of
a 360-day year and the actual number of days in the related Accrual
Period.
Payments to any Class of Group 5 Certificates in respect of Basis
Risk
Shortfalls from the Group 5 Available Distribution Amount shall be
deemed
to have first been distributed from REMIC IV to the holders of the
Class
5-X Certificates in respect of the Class 5-X-IO REMIC IV Regular
Interest
and then paid by such holders to such Class of Group 5
Certificates.
(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, will be
entitled to distributions of Assigned Prepayment Premiums only and
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 not themselves issued by REMIC
IV, instead,
the Class AR Certificates will represent ownership of two REMIC
residual
interests - Component I of the Class AR (which is the residual
interest in
REMIC III) and Component II of the Class AR (which is the residual
interest
in REMIC IV).
(19) The Class AR Certificates are issued in minimum Percentage
Interests of
20%.
For the avoidance of doubt, the Trust Administrator shall account
for any interest amount due to a Certificateholder in excess of the
interest
rate on the REMIC regular interest issued by REMIC IV corresponding
to such
Certificate as part of the payment made to the Class 5-X
Certificates, to the
extent it is entitled to funds from the REMIC, and then paid
outside of the
REMIC pursuant to a separate contractual right to such
Certificateholder.
The foregoing REMIC structure is intended to cause all of the cash
from the Mortgage Loans to flow through to REMIC IV as cash flow on
a REMIC
regular interest, without creating any shortfall--actual or
potential (other
than for credit losses) to any REMIC regular interest. To the
extent that the
structure is believed to diverge from such intention the Trust
Administrator
shall resolve ambiguities to accomplish such result and shall to
the extent
necessary rectify any drafting errors or seek clarification to the
structure
without Certificateholder approval (but with guidance of counsel)
to accomplish
such intention.
Set forth below are designations of Classes of Certificates to the
categories used herein:
Book-Entry Certificates.
All Classes of Certificates
other than the Physical
Certificates.
Class A Certificates....
The Group 1,
Group 2,
Group 3,
Group 4,
Group 5A
and Group 5B 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, Class C-B-6, Class C-B-7,
Class C-B-8 and Class C-B-9 Certificates.
Class M Certificates....
The Class 5-M-1, Class 5-M-2, Class 5-M-3
and
Class 5-M-4 Certificates.
ERISA-Restricted Residual
Certificates and Private Certificates; and
Certificates..........
any Certificates that do not satisfy the applicable
ratings requirement under the Underwriter's
Exemption.
Group 1 Certificates....
The Class 1-A-1 and Residual Certificates.
Group 2 Certificates....
The Class
2-A-1, Class 2-A-2-1 and Class
2-A-2-2
Certificates.
8
Group 3 Certificates....
The Class 3-A-1 Certificates.
Group 4 Certificates....
The Class 4-A-1 Certificates.
Group 5 Certificates....
The
Group 5A, Group 5B, Class 5-X and Class M
Certificates.
Group 5A Certificates...
The Class 5-A-1-1 and Class 5-A-1-2 Certificates.
Group 5B Certificates...
The Class 5-A-2 Certificates.
LIBOR Certificates......
The
Group 5A, Group 5B, Class M and
Class C-B-1
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-7, Class C-B-8, Class C-B-9, Class 5-X
and Class P Certificates.
Physical Certificates...
The Residual Certificates and the Private
Certificates.
Rating Agencies.........
Moody's and S&P.
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, Group 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:
9
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 the related 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
Interim Servicer Advance made with respect to the February 2005
Distribution
Date and any payment required to be made by a Servicer or the
Master Servicer,
as applicable, with respect to any Distribution Date pursuant to
Section 5.01.
With respect to any GMAC Mortgage Serviced Mortgage Loan, the
payment required to be made by (i) GMAC Mortgage with respect to
any
Distribution Date pursuant to Section 5.03 of the Servicing
Agreement referred
to in the GMAC Mortgage Servicing Agreement or (ii) the Master
Servicer with
respect to any Distribution Date pursuant to Section 3.22(b) of
this Agreement.
With respect to any IndyMac Serviced Mortgage Loan, the payment
required to be made by (i) IndyMac on the Remittance Date (as
defined in the
IndyMac Servicing Agreement) relating to any Distribution Date
pursuant to
Section 5.03 of the Servicing Agreement referred to in the IndyMac
Servicing
Agreement or (ii) the Master Servicer with respect to any
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 Group 1 Collateral Balance: As to any date of
determination will be equal to the sum of the Aggregate Group 1
Loan Balance and
the amount, if any, then on deposit in the Group 1 Prefunding
Account.
Aggregate Group 2 Collateral Balance: As to any date of
determination will be equal to the sum of the Aggregate Group 2
Loan Balance and
the amount, if any, then on deposit in the Group 2 Prefunding
Account.
Aggregate Group 5 Collateral Balance: As to any date of
determination will be equal to the sum of the Aggregate Group 5
Loan Balance and
the amount, if any, then on deposit in the Group 5B Prefunding
Account.
10
Aggregate Group 1 Loan Balance: As to any date of determination
will
be equal to the aggregate of the Stated Principal Balances of the
Mortgage Loans
in Loan Group 1, unless otherwise specified, as of the first day of
such month.
Aggregate Group 2 Loan Balance: As to any date of determination
will
be equal to the aggregate of the Stated Principal Balances of the
Mortgage Loans
in Loan Group 2, unless otherwise specified, as of the first day of
such month.
Aggregate Group 5 Loan Balance: As to any date of determination
will
be equal to the aggregate of the Stated Principal Balances of the
Mortgage Loans
in Loan Group 5A and Loan Group 5B, unless otherwise specified, as
of the first
day of such month.
Aggregate Loan Group Balance: As 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 the related Loan Group 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 related 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, Prepayment Premiums (other than
Assigned
Prepayment Premiums), 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: As 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 Group 5 Collateral Balance 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
Mortgage Loan.
Assignment and Assumption
Agreement:
That certain assignment and
assumption agreement dated as of January 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
(other
than Assigned 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) with respect to Loan Group 1 and Loan Group 2, and only with
respect to any Distribution Date on or prior to the Distribution
Date in
April 2005, any amounts withdrawn from the Group 1 Capitalized
Interest
Account or Group 2 Capitalized Interest Account, as applicable, for
that
Distribution Date;
(vi) with respect to Loan Group 1 and Loan Group 2, and only with
respect to the Distribution Date in April 2005, the amount
remaining in the
Group 1 Prefunding Account or Group 2 Prefunding Account, as
applicable;
(vii) any amounts payable as Compensating Interest Payments by a
Servicer with respect to the related Mortgage Loans on such
Distribution
Date;
(viii) all Recoveries, if any; and
(ix) 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 (vi) 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.
12
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. ss.ss. 101 et seq.).
Bankruptcy
Coverage
Termination Date: The point in time at which
the Bankruptcy Loss Coverage Amount is reduced to zero.
Bankruptcy
Loss: With respect to any Loan Group,
Realized Losses
on the Mortgage Loans in that Loan
Group incurred
as a result of a Deficient
Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount: As of any Determination Date, the
Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy
Loss Coverage
Amount as reduced by (i) the aggregate amount of Bankruptcy Losses
allocated to
the Class C-B Certificates since the Cut-off Date and (ii) any
permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a
letter of
each Rating Agency to the Trust Administrator to the effect that
any such
reduction will not result in a downgrading, or otherwise adversely
affect, of
the then current ratings assigned to such Classes of Certificates
rated by it.
Basis Risk Shortfall: For any Class of LIBOR Certificates and any
Distribution Date, the sum of (i) the excess, if any, of (a) the
related Current
Interest calculated on the basis of the least of (x) the applicable
Certificate
Index plus the applicable Certificate Margin, (y) the Maximum
Interest Rate and
(z) 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
specified
in
the
Preliminary
Statement.
Book-Entry Form: Any Certificate held through the facilities of the
Depository.
Business Day: Any day other than (i) a Saturday or a Sunday, or
(ii)
a day on which banking institutions in New York or the state in
which the office
of the Master Servicer or any Servicer or the Corporate Trust
Office of the
Trustee or Trust Administrator are located are authorized or
obligated by law or
executive order to be closed.
Capitalized
Interest
Account:
The Group 1 Capitalized
Interest
Account, Group 2 Capitalized Interest Account or Group 5B
Capitalized Interest
Account, as applicable.
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.
14
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, (B) GreenPoint, the 7th calendar day preceding
such
Distribution Date, or if such 7th calendar day is not a Business
Day, the
Business Day immediately following such 7th calendar day, (C) U.S.
Bank, the 7th
calendar day preceding such Distribution Date, or if such 7th
calendar day is
not a Business Day, the Business Day immediately following such 7th
calendar
day, (D) Wells Fargo, 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 and
(E) the
Designated Servicers and the Special Servicer, 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 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
then aggregate Stated Principal Balance of the Group 5 Loans over
(B) the then
aggregate Class Principal Balance of the Group 5A, Group 5B and
Class M
Certificates then outstanding, which represents the sum of (i) the
initial
principal balance of the REMIC IV Regular Interest 5-X-PO, as
reduced by
Realized Losses allocated thereto and payments deemed made thereon,
and (ii)
accrued and unpaid interest on the REMIC IV Regular Interest
5-X-IO, as reduced
by Realized Losses allocated thereto.
Certificate
Group:
Any
of
Certificate
Group 1,
Certificate
Group 2,
Certificate Group 3,
Certificate Group 4 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.
14
Certificate Index: With respect to each Distribution Date and the
LIBOR Certificates, the rate for one month United States dollar
deposits quoted
on Telerate Page 3750 as of 11:00 A.M., London time, on the related
Interest
Determination Date relating to each Class of LIBOR Certificates. If
such rate
does not appear on such page (or such other page as may replace
that page on
that service, or if such service is no longer offered, such other
service for
displaying one month LIBOR or comparable rates as may be reasonably
selected by
the Trust Administrator after consultation with DLJMC), the rate
will be the
related Reference Bank Rate. If no such quotations can be obtained
and no
related Reference Bank Rate is available, the Certificate Index
with respect to
the LIBOR Certificates will be the Certificate Index applicable to
such
Certificates on the preceding Distribution Date.
On the Interest Determination Date immediately preceding each
Distribution Date, the Trust Administrator shall determine each
Certificate
Index for the Accrual Period commencing on such Distribution Date
and inform the
Master Servicer and each Servicer of such rate.
Certificate Margin: As to each Class of LIBOR Certificates, the
applicable amount set forth below:
Certificate Margin
Class
(1)
(2)
5-A-1-1
0.310%
0.620%
5-A-1-2
0.400%
0.800%
5-A-2
0.330%
0.660%
5-M-1
0.550%
1.050%
5-M-2
1.000%
1.500%
5-M-3
1.600%
2.100%
5-M-4
2.200%
2.700%
-----------
(1) On and prior to the first Distribution Date on which the
Optional
Termination for Loan Group 5 may occur.
(2) After the first Distribution Date on which the Optional
Termination
for Loan Group 5 may occur.
Certificate
Register:
The
register
maintained
pursuant
to
Section 6.02(a) hereof.
Certificateholder
or
Holder:
The
Person
in
whose
name
a
Certificate is registered in the Certificate Register.
15
Class:
All
Certificates
bearing the same class
designation
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 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 Class
5-A-1-1, Class
5-A-1-2 and Class 5-A-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-1 Certificates immediately prior to such Distribution
Date exceeds (y)
the lesser of (A) the product of (i) 90.00% and (ii) the Aggregate
Group 5
Collateral Balance for such Distribution Date and (B) the amount,
if any, by
which (i) the Aggregate Group 5 Collateral Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate Group 5 Collateral Balance 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 Class
5-A-1-1, Class
5-A-1-2, Class 5-A-2 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) 94.90% and
(ii) the
Aggregate Group 5 Collateral Balance for such Distribution Date and
(B) the
amount, if any, by which (i) the Aggregate Group 5 Collateral
Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Group 5
Collateral Balance
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 Class
5-A-1-1, Class
5-A-1-2 and Class 5-A-2, 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)
97.50% and
(ii) the Aggregate Group 5 Collateral Balance for such Distribution
Date and (B)
the amount, if any, by which (i) the Aggregate Group 5 Collateral
Balance for
such Distribution Date exceeds (ii) 0.50% of the Aggregate Group 5
Collateral
Balance 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 Class
5-A-1-1, Class
5-A-1-2, Class 5-A-2, 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) 99.00%
and (ii) the Aggregate Group 5 Collateral Balance for such
Distribution Date and
(B) the amount, if any, by which (i) the Aggregate Group 5
Collateral Balance
for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Group 5
Collateral Balance as of the Initial Cut-off Date.
16
Class 5-X Distributable Amount: On the first Distribution Date, the
Class 5-X Distributable Amount shall be equal to the excess of (a)
the interest
accruing on the Group 5 Mortgage Loans (disregarding for purposes
of determining
this rate any prepayments during the first Accrual Period and
continuing to
treat such Mortgage Loans as outstanding) over (b) the Current
Interest due on
the Class 5-A-1-1, Class 5-A-1-2, Class 5-A-2, Class 5-M-1, Class
5-M-2, Class
5-M-3 and Class 5-M-4 Certificates on such Distribution Date. With
respect to
any Distribution Date after the first Distribution Date and the
Class 5-X
Certificates, to the extent of any Monthly Excess Cashflow
remaining on such
Distribution Date after the distribution of amounts pursuant to
Section
4.01(II)(d)(i)-(xi), the sum of (a) the amount of interest accrued
during the
related Accrual Period on the Class 5-X Certificates (as described
in the
Preliminary Statement) and (b) the Overcollateralization Release
Amount, if any,
for such Distribution Date.
Class 5-X Notional Amount: With respect to the Class 5-X
Certificates or REMIC IV Regular Interest 5-X-IO and any
Distribution Date, the
aggregate of the Uncertificated Principal Balances of the REMIC III
Regular
Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10, LT11,
LT12 LT-Y5A
and LT-Y5B immediately prior to such Distribution Date, (which for
clarification
is equal to the aggregate Stated Principal Balances of the Mortgage
Loans in
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 specified in the Preliminary Statement.
Class C-B Certificates: As specified in the Preliminary Statement.
Class Interest Shortfall: As 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 LT-IO Regular Interest: The uncertificated undivided
beneficial interest in REMIC II which constitutes a REMIC II
Regular Interest
and is entitled to distributions as set forth herein.
Class M Certificates: As specified in the Preliminary Statement.
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: As 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,
Class Y-4, Class Y 5A and Class Y-5B Regular Interests.
17
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-1 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 Y-5A Principal Distribution Amount: For any Distribution
Date,
the excess, if any, of the Class Y-5A Principal Reduction Amount
for such
Distribution Date over the principal portion of Realized Losses
allocated to the
Class Y-5A Regular Interest on such Distribution Date.
Class Y-5A Principal Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-5A Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-5A Regular Interest: The uncertificated undivided
beneficial
interest in REMIC II which constitutes a REMIC II Regular Interest
and is
entitled to distributions as set forth herein.
18
Class Y-5B Principal Distribution Amount: For any Distribution
Date,
the excess, if any, of the Class Y-5B Principal Reduction Amount
for such
Distribution Date over the principal portion of Realized Losses
allocated to the
Class Y-5B Regular Interest on such Distribution Date.
Class Y-5B Principal Reduction Amount: The Class Y Principal
Reduction Amount for the Class Y-5B Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Y-5B Regular Interest: The uncertificated undivided
beneficial
interest in REMIC II which constitutes a REMIC II 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 or REMIC
II 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, the "related
Group" for the
Class Z-4 Regular Interest is the Group 4 Loans, the "related
Group" for the
Class Z-5A Regular Interest is the Group 5A Loans and the "related
Group" for
the Class Z-5B Regular Interest is the Group 5B 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,
Class Z-4, Class Z-5A and Class Z-5B 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 .
19
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.
Class Z-5A Principal Distribution Amount: For any Distribution
Date,
the excess, if any, of the Class Z-5A Principal Reduction Amount
for such
Distribution Date over the principal portion of Realized Losses
allocated to the
Class Z-5A Regular Interest on such Distribution Date.
Class Z-5A Principal Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-5A Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-5A Regular Interest: The uncertificated undivided
beneficial
interest in REMIC II which constitutes a REMIC II Regular Interest
and is
entitled to distributions as set forth herein.
Class Z-5B Principal Distribution Amount: For any Distribution
Date,
the excess, if any, of the Class Z-5B Principal Reduction Amount
for such
Distribution Date over the principal portion of Realized Losses
allocated to the
Class Z-5B Regular Interest on such Distribution Date.
Class Z-5B Principal Reduction Amount: The Class Z Principal
Reduction Amount for the Class Z-5B Regular Interest as determined
pursuant to
the provisions of the Appendix A.
Class Z-5B Regular Interest: The uncertificated undivided
beneficial
interest in REMIC II which constitutes a REMIC II 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:
January 27, 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.
20
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) one twelfth (1/12) of a percentage (which
ranges from
0.25% to 0.375%) of the aggregate Stated Principal Balance of the
Wells Fargo
Serviced Mortgage Loans, as of the Due Date in the month of 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 U.S. Bank Serviced Mortgage
Loans,
the lesser of (i) the aggregate Servicing Fee payable to U.S. Bank
in respect of
the U.S. Bank Serviced Mortgage Loans for such Distribution Date,
and (ii) the
aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments
with respect to the U.S. Bank Serviced Mortgage Loans.
For any Distribution Date and the GreenPoint Serviced Mortgage
Loans, the lesser of (i) the aggregate Servicing Fee payable to
GreenPoint in
respect of the GreenPoint Serviced Mortgage Loans for such
Distribution Date,
and (ii) the aggregate Prepayment Interest Shortfall allocable to
Payoffs and
Curtailments with respect to the GreenPoint Serviced Mortgage
Loans.
For any Distribution Date and the IndyMac Serviced Mortgage Loans,
the excess of (i) the Compensating Interest (as defined in the
IndyMac Servicing
Agreement) required to be remitted by IndyMac on the Remittance
Date (as defined
in the IndyMac Servicing Agreement) relating to such Distribution
Date over (ii)
the amount of the Compensating Interest (as defined in the IndyMac
Servicing
Agreement) actually remitted by IndyMac on the Remittance Date (as
defined in
the IndyMac Servicing Agreement) relating to such Distribution
Date.
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 amount of the Compensating Interest
Payment
actually remitted by SPS for such Distribution Date;
(b) with respect to the GreenPoint Serviced Mortgage Loans, the
excess
of (i) the Compensating Interest Payment required to be remitted by
GreenPoint for such Distribution Date over (ii) the amount of the
Compensating Interest Payment actually remitted by GreenPoint for
such
Distribution Date;
21
(c) with respect to the U.S. Bank Serviced Mortgage Loans, the
excess
of (i) the Compensating Interest Payment required to be remitted by
U.S.
Bank for such Distribution Date over (ii) the amount of the
Compensating
Interest Payment actually remitted by U.S. Bank for such
Distribution Date;
(d) with respect to the Wells Fargo Serviced Mortgage Loans, the
excess of (i) the Compensating Interest required to be remitted by
Wells
Fargo for such Distribution Date over (ii) the amount of the
Compensating
Interest actually remitted by Wells Fargo for such Distribution
Date;
(e) with respect to the GMAC Mortgage Serviced Mortgage Loans, the
excess of (i) the Compensating Interest (as defined in the GMAC
Mortgage
Servicing Agreement) required to be remitted by GMAC Mortgage on
the
Monthly Remittance Date (as defined in the GMAC Mortgage Servicing
Agreement) relating to such Distribution Date over (ii) the amount
of
Compensating Interest (as defined in the GMAC Mortgage Servicing
Agreement)
actually remitted by GMAC Mortgage on the Monthly Remittance Date
(as
defined in the GMAC Mortgage Servicing Agreement) relating to such
Distribution Date; and
(f) with respect to the IndyMac Serviced Mortgage Loans, the excess
of
(i) the Compensating Interest Payment required to be remitted by
IndyMac
for such Distribution Date over (ii) the amount of the Compensating
Interest Payment actually remitted by IndyMac for 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 452 Fifth
Avenue, New
York, New York 10018, Attention: Corporate Trust:/CSFB ARMT 2005-1.
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 2005-1, 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 Avenue and
Marquette,
Minneapolis, Minnesota 55479, Attention: CSFB ARMT 2005-1.
22
Counterparty:
The Group 5 Interest Rate Cap Counterparty.
Counterparty
Rating
Agency
Downgrade:
As
defined
in
Section 4.09(f) herein.
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:
As 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
U.S.
Bank, GreenPoint, Wells Fargo or SPS, 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 .
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.
23
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 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 Group 5 Collateral Balance as of the close of business on
the last day
of such month.
Denomination: With respect to each Certificate, the amount set
forth
on the face thereof as the "Initial Certificate Balance of this
Certificate" or
the "Initial Notional Amount of this Certificate" or, if neither of
the
foregoing, the Percentage Interest appearing on the face thereof.
Deposit Amount: As defined in
Section 4.10(e)
or Section 4.11(e)
herein, as applicable.
Depositor:
Credit Suisse First Boston Mortgage
Securities Corp.,
a Delaware corporation, or its successor in interest.
Depository
Agreement:
The Letter of
Representation
dated as of
the Closing Date by and among DTC, the Depositor
and the Trust
Administrator
for the benefit of the Trustee.
Designated Mortgage Loans: The IndyMac Mortgage Loans, unless any
such Mortgage Loan is no longer serviced by IndyMac under the
IndyMac Servicing
Agreement, and the GMAC Mortgage Serviced Mortgage Loans, unless
any such
Mortgage Loan is no longer serviced by GMAC Mortgage under the GMAC
Mortgage
Servicing Agreement.
Designated
Servicer:
Each
of
IndyMac
and
GMAC
Mortgage,
as
applicable.
Designated
Servicing
Agreements:
Each of the IndyMac
Servicing
Agreement and the GMAC Mortgage Servicing Agreement, as applicable.
Determination Date: With respect to each Distribution Date and (i)
each Servicer (other than Wells Fargo), the 10th day of the
calendar month in
which such Distribution Date occurs or, if such 10th day is not a
Business Day,
the Business Day immediately succeeding such Business Day and (ii)
Wells Fargo,
the Business Day immediately preceding the related Cash Remittance
Date.
24
Disqualified Organization: Any organization defined as a
"disqualified organization" under Section 860E(e)(5) of the Code,
which includes
any of the following: (i) the United States, any State or political
subdivision
thereof, any possession of the United States, or any agency or
instrumentality
of any of the foregoing (other than an instrumentality which is a
corporation if
all of its activities are subject to tax and, except for the FHLMC,
a majority
of its board of directors is not selected by such governmental
unit), (ii) a
foreign government, any international organization, or any agency
or
instrumentality of any of the foregoing, (iii) any organization
(other than
certain farmers' cooperatives described in Section 521 of the Code)
which is
exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed
by Section 511 of the Code on unrelated business taxable income),
(iv) rural
electric and telephone cooperatives described in Section
1381(a)(2)(C) of the
Code, (v) an "electing large partnership" within the meaning of
Section 775 of
the Code, and (vi) any other Person so designated by the Trust
Administrator
based upon an Opinion of Counsel that the holding of an Ownership
Interest in a
Class AR or Class AR-L Certificate by such Person may cause the
REMIC or any
Person having an Ownership Interest in any Class of Certificates
(other than
such Person) to incur a liability for any federal tax imposed under
the Code
that would not otherwise be imposed but for the Transfer of an
Ownership
Interest in a Class AR or Class AR-L Certificate to such Person.
The terms
"United States," "State" and "international organization" shall
have the
meanings set forth in Section 7701 of the Code or successor
provisions.
Distribution Date: The 25th day of any month, or if such 25th day
is
not a Business Day, the Business Day immediately following such
25th day,
commencing in February 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:
25
1. direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United
States of America the obligations of which are backed by the full
faith and
credit of the United States of America; or obligations fully
guaranteed by,
the United States of America; the FHLMC, FNMA, the Federal Home
Loan Banks
or any agency or instrumentality of the United States of America
rated AA
(or the equivalent) or higher by the Rating Agencies;
2. federal funds, demand and time deposits in, certificates of
deposits of, or bankers' acceptances issued by, any depository
institution
or trust company incorporated or organized under the laws of the
United
States of America or any state thereof and subject to supervision
and
examination by federal and/or state banking authorities, so long as
at the
time of such investment or contractual commitment providing for
such
investment the commercial paper or other short term debt
obligations of
such depository institution or trust company (or, in the case of a
depository institution or trust company which is the principal
subsidiary
of a holding company, the commercial paper or other short term debt
obligations of such holding company) are rated in one of two of the
highest
ratings by each of the Rating Agencies, and the long term debt
obligations
of such depository institution or trust company (or, in the case of
a
depository institution or trust company which is the principal
subsidiary
of a holding company, the long term debt obligations of such
holding
company) are rated in one of two of the highest ratings, by each of
the
Rating Agencies;
3. repurchase obligations with a term not to exceed 30 days with
respect to any security described in clause (i) above and entered
into with
a depository institution or trust company (acting as a principal)
in the
highest rated category by the Rating Agencies; provided, however,
that
collateral transferred pursuant to such repurchase obligation must
be of
the type described in clause (i) above and must (A) be valued daily
at
current market price plus accrued interest, (B) pursuant to such
valuation,
be equal, at all times, to 105% of the cash transferred by the
Trustee or
the Trust Administrator in exchange for such collateral, and (C) be
delivered to the Trustee or the Trust Administrator or, if the
Trustee or
the Trust Administrator, as applicable, is supplying the
collateral, an
agent for the Trustee or the Trust Administrator, in such a manner
as to
accomplish perfection of a security interest in the collateral by
possession of certificated securities;
4. securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of
America or
any state thereof which has a long term unsecured debt rating in
the
highest available rating category of each of the Rating Agencies at
the
time of such investment;
5. commercial paper having an original maturity of less than 365
days
and issued by an institution having a short term unsecured debt
rating in
the highest available rating category of each of the Rating
Agencies at the
time of such investment;
6. a guaranteed investment contract approved by each of the Rating
Agencies and issued by an insurance company or other corporation
having a
long term unsecured debt rating in the highest available rating
category of
each of the Rating Agencies at the time of such investment;
7. money market funds (which may be 12b 1 funds as contemplated
under
the rules promulgated by the Securities and Exchange Commission
under the
Investment Company Act of 1940) having ratings in the highest
available
rating category of Moody's and one of the two highest available
rating
categories of 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
26
8. such other investments the investment in which will not, as
evidenced by a letter from each of the Rating Agencies, result in
the
downgrading or withdrawal of the Ratings of the Certificates;
provided, however, that no such instrument shall be an Eligible
Investment
if such instrument evidences either (i) a right to receive only
interest
payments with respect to the obligations underlying such
instrument, or
(ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments
with
respect to such instrument provide a yield to maturity of greater
than 120%
of the yield to maturity at par of such underlying obligations.
ERISA:
The Employee
Retirement
Income
Security Act of 1974, as
amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements
(without regard to
the ratings requirements) of an Underwriter's Exemption.
ERISA Restricted Certificate: As specified in the Preliminary
Statement.
Escrow Account: The separate account or accounts created and
maintained by a Servicer pursuant to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, mortgage insurance premiums, fire
and hazard
insurance premiums, and any other payments required to be escrowed
by the
Mortgagor with the mortgagee pursuant to the Mortgage, applicable
law or any
other related document.
Event of Default:
As defined in Section 8.01 hereof.
Excess
Interest
Amount:
The Group 3 Excess
Interest Amount and
Group 4 Excess Interest Amount, as applicable.
Excess
Interest
Rate:
The
Group 3
Excess
Interest
Rate
and
Group 4 Excess Interest Rate, as applicable.
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.
27
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 in the form of a UCC-1
or
UCC-3, 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,
$10,839,937, 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 sum of (i) the aggregate Stated Principal Balance of the
Mortgage Loans in
Loan Group 3 and Loan Group 4, (ii) the Aggregate Group 1
Collateral Balance,
and (iii) the Aggregate Group 2 Collateral Balance, 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 is reduced to zero.
Fraud Losses: Realized Losses on the Liquidated Mortgage Loans in
Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 as to
which a loss is
sustained by reason of a default arising from fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan,
including a loss
by reason of the denial of coverage under any related Mortgage
Guaranty
Insurance Policy because of such fraud, dishonesty or
misrepresentation.
GMAC Mortgage: GMAC Mortgage Corporation, and its successors and
assigns.
28
GMAC Mortgage Serviced Mortgage Loans: The Mortgage Loans
identified
as such on the Mortgage Loan Schedule, for which GMAC Mortgage is
the applicable
Designated Servicer.
GMAC Mortgage Servicing Agreement: That certain Reconstituted
Servicing Agreement dated as of January 1, 2005 among DLJMC, GMAC
Mortgage, the
Master Servicer and the Trust Administrator, and acknowledged by
the Trustee.
GreenPoint:
GreenPoint
Mortgage
Funding,
Inc.,
a
New
York
corporation, and its successors and assigns.
GreenPoint Serviced Mortgage Loans: The Mortgage Loans identified
as
such on the Mortgage Loan Schedule, for which GreenPoint is the
applicable
Servicer.
Gross Margin: With respect to any Mortgage Loan, the fixed
percentage amount set forth in the related Mortgage Note and the
Mortgage Loan
Schedule that is added to the Index on each Adjustment Date in
accordance with
the terms of the related Mortgage Note to determine the new
Mortgage Rate for
such Mortgage Loan.
Group: When used with respect to the Mortgage Loans, any of Loan
Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5A or
Loan Group
5B, or with respect to the Certificates, the Class or Classes of
Certificates
that relate to the corresponding Group or Groups.
Group 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 sum of (i) the
aggregate Stated
Principal Balance of the Loan Group 3 and Loan Group 4 Mortgage
Loans, 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), (ii)
the Aggregate
Group 1 Collateral Balance (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) as of the first day
of the related
Collection Period and (iii) the Aggregate Group 2 Collateral
Balance (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) as of the first day of the related Collection Period.
Group 1: With respect to the Mortgage Loans, the pool of adjustable
rate Mortgage Loans identified in the related Mortgage Loan
Schedule as having
been assigned to Group 1 or with respect to the Certificates, the
Class 1-A-1,
Class AR and Class AR-L Certificates.
Group 1 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 Group 1 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 Group 1 Capitalized
Interest
Account shall be treated as owned by the Depositor and will be
taxable to the
Depositor.
Group 1 Capitalized Interest Deposit:
$67,789.82.
Group 1 Capitalized Interest Requirement: With respect to the
February 2005, March 2005 and April 2005 Distribution Dates, an
amount equal to
30 days of interest (based on a 360-day year) accruing at a per
annum rate equal
to 3.9659% on the amount on deposit in the Group 1 Prefunding
Account at the end
of the related Collection Period. If REMIC II is unable to pay the
REMIC II
Interests in respect of Group 1 their stated pass-through rates due
to an
insufficiency in the Group 1 Capitalized Interest Requirement, the
Depositor
will contribute any amounts to REMIC II necessary to pay the REMIC
II Interests
their stated pass-through rates.
29
Group 1 Prefunded Amount: The amount deposited in the Group 1
Prefunding Account on the Closing Date, which shall equal
approximately
$6,837,269.76.
Group 1 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 2005-1 Adjustable Rate
Mortgage-Backed
Pass-Through Certificates, Series 2005-1." Funds in the Group 1
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 Group 1 Prefunding
Account shall be
for the account of the Depositor.
Group 1 Senior Liquidation Amount: As 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: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the
aggregate of
the Class Principal Balances of the Class 1-A-1, Class AR and Class
AR-L
Certificates immediately prior to such Distribution Date and the
denominator of
which is the Aggregate Group 1 Collateral Balance 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: As 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 related Mortgage Loan
Schedule as having
been assigned to Group 2 or with respect to the Certificates, the
Class 2-A-1,
Class 2-A-2-1 and Class 2-A-2-2 Certificates.
Group 2 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 Group 2 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 Group 2 Capitalized
Interest
Account shall be treated as owned by the Depositor and will be
taxable to the
Depositor.
Group 2 Capitalized Interest Deposit:
$176,938.46.
30
Group 2 Capitalized Interest Requirement: With respect to the
February 2005, March 2005 and April 2005 Distribution Dates, an
amount equal to
30 days of interest (based on a 360-day year) accruing at a per
annum rate equal
to 4.3638% on the amount on deposit in the Group 2 Prefunding
Account at the end
of the related Collection Period. If REMIC II is unable to pay the
REMIC II
Interests in respect of Group 2 their stated pass-through rates due
to an
insufficiency in the Group 2 Capitalized Interest Requirement, the
Depositor
will contribute any amounts to REMIC II necessary to pay the REMIC
II Interests
their stated pass-through rates.
Group 2 Prefunded Amount: The amount deposited in the Group 2
Prefunding Account on the Closing Date, which shall equal
approximately
$16,218,750.48.
Group 2 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 2005-1 Adjustable Rate
Mortgage-Backed
Pass-Through Certificates, Series 2005-1." Funds in the Group 2
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 Group 2 Prefunding
Account shall be
for the account of the Depositor.
Group 2 Senior Liquidation Amount: As 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: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the
aggregate
Class Principal Balance of the Class 2-A-1, Class 2-A-2-1 and Class
2-A-2-2
Certificates immediately prior to such Distribution Date and the
denominator of
which is the Aggregate Group 2 Collateral Balance 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: As 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 related Mortgage Loan
Schedule as having
been assigned to Group 3 or with respect to the Certificates, the
Class 3-A-1
Certificates.
Group 3 Excess Interest Amount: For any Distribution Date, the
amount equal to (i) the product of the Group 3 Excess Interest Rate
and the
Stated Principal Balance of the Mortgage Loans in Loan Group 3 as
of the second
preceding Due 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) after giving effect to
Scheduled
Payments for such Due Date, whether or not received, or for the
initial
Distribution Date, the Cut-off Date, divided by (ii) 12, subject to
reduction
pursuant to Section 4.01(I)(B).
31
Group 3 Excess
Interest Rate:
For any
Distribution
Date, a per
annum rate equal to 0.020%.
Group 3 Senior Liquidation Amount: As 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: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the
Class
Principal Balance of the Class 3-A-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 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: As 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 related Mortgage Loan
Schedule as having
been assigned to Group 4 or with respect to the Certificates, the
Class 4-A-1
Certificates.
Group 4 Excess Interest Amount: For any Distribution Date, the
amount equal to (i) the product of the Group 4 Excess Interest Rate
and the
Stated Principal Balance of the Mortgage Loans in Loan Group 4 as
of the second
preceding Due 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) after giving effect to
Scheduled
Payments for such Due Date, whether or not received, or for the
initial
Distribution Date, the Cut-off Date, divided by (ii) 12, subject to
reduction
pursuant to Section 4.01(I)(B).
Group 4 Excess
Interest Rate:
For any
Distribution
Date, a per
annum rate equal to 0.020%.
Group 4 Senior Liquidation Amount: As 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.
32
Group 4 Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the
Class
Principal Balance of the Class 4-A-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 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: As 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 related Mortgage Loan
Schedule as having
been assigned to Group 5A and Group 5B or with respect to the
Certificates, the
Group 5 Certificates.
Group 5 Certificates: The Class 5-A-1-1, Class 5-A-1-2, Class
5-A-2,
Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-X
Certificates.
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 2005-1,
Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-1, 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 and
the Schedule dated as of the Closing Date and the Confirmation
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 Agreement Notional Amount: The relevant
notional amount for a Group 5 Interest Rate Cap Agreement Payment
Date pursuant
to the terms of the Group 5 Interest Rate Cap Agreement.
Group 5 Interest Rate Cap Agreement Payment Date: With respect to
the Group 5 Interest Rate Cap Agreement, the 25th day of each
month, beginning
in February 2005, to and including the related Termination Date,
subject to the
modified following business day convention (within the meaning of
the 2000 ISDA
Definitions). After the related Termination Date, no payments shall
be made
under the Group 5 Interest Rate Cap Agreement.
33
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 Optimal Interest Remittance Amount: With respect any
Distribution Date and Loan Group 5A, the excess of (i) the product
of (1) (x)
the weighted average of the Net Mortgage Rates of the Mortgage
Loans in Loan
Group 5A as of the first day of the related Collection Period
divided by (y) 12
and (2) the Aggregate Loan Group Balance for Loan Group 5A 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 that did not arise as a result of a
default or
delinquency of the Mortgage Loans in Loan Group 5A or were not
taken into
account in computing the Expense Fee Rate.
With respect the Distribution Dates occurring in February 2005,
March 2005 and April 2005 and Loan Group 5B, the excess of (i) the
product of
(1) (x) the weighted average of (A) the weighted average of the Net
Mortgage
Rates of the Mortgage Loans in Loan Group 5B as of the first day of
the related
Collection Period and (B) the applicable Group 5B Capitalized
Interest
Requirement Rate divided by (y) 12 and (2) the sume of (x) the
Aggregate Loan
Group Balance for Loan Group 5B 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) and (y) the amount, if any, on deposit in the
Group 5B
Prefunding Account immediately following the preceding Distribution
Date, over
(ii) any expenses that reduce the Interest Remittance Amount that
did not arise
as a result of a default or delinquency of the Mortgage Loans in
Loan Group 5B
or were not taken into account in computing the Expense Fee Rate.
With respect
to any Distribution Date after the Distribution Date in April 2005
and Loan
Group 5B, the excess of (i) the product of (1) (x) the weighted
average of the
Net Mortgage Rates of the Mortgage Loans in Loan Group 5B as of the
first day of
the related Collection Period divided by (y) 12 and (2) the
Aggregate Loan Group
Balance for Loan Group 5B 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 that did not arise as a result of a default or delinquency
of the
Mortgage Loans in Loan Group 5B or were not taken into account in
computing the
Expense Fee Rate.
Group 5
Senior
Certificates:
The Group 5A
Senior
Certificates
and Group 5B Senior Certificates.
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 5-M-1, Class
5-M-2, Class
5-M-3 and Class 5-M-4 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
Group 5
Collateral Balance 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 Class 5-A-1-1, Class
5-A-1-2 and
Class 5-A-2 Certificates, immediately prior to such Distribution
Date exceeds
(y) the lesser of (A) the product of (i) 79.00% and (ii) the
Aggregate Group 5
Collateral Balance for such Distribution Date and (B) the amount,
if any, by
which (i) the Aggregate Group 5 Collateral Balance for such
Distribution Date
exceeds (ii) 0.50% of the Aggregate Group 5 Collateral Balance as
of the Cut-off
Date.
34
Group 5 Subordinate Certificates: The Class 5-M-1, Class 5-M-2,
Class 5-M-3, Class 5-M-4 and Class 5-X Certificates.
Group 5 Subordinate Net Funds Cap: For any Distribution Date and
the
Class 5-M-1, Class 5-M-2, Class 5-M-3 and Class 5-M-4 Certificates,
will be a
per annum rate equal to a weighted average of (i) the Group 5A Net
Funds Cap and
(ii) the Group 5B Net Funds Cap, in each case, for such
Distribution Date,
weighted on the basis of the Subordinate Group 5A Balance, and
Subordinate Group
5B Balance, respectively.
Group 5A Allocation Amount: For any Distribution Date, the product
of the Group 5 Senior Principal Payment Amount for that
Distribution Date and a
fraction the numerator of which is the Principal Remittance Amount
for Loan
Group 5A and the denominator of which is the Principal Remittance
Amount for
Loan Group 5A and Loan Group 5B, in each case for that Distribution
Date. For
purposes of this definition, the Principal Remittance Amount will
be calculated
net of subclause (6) of the definition thereof.
Group 5A Excess Interest Amount: For any Distribution Date, the
product of the amount of Monthly Excess Interest required to be
distributed on
that Distribution Date pursuant to Section 4.01(II)(d)(i)(A)(1)(a)
and a
fraction the numerator of which is the Principal Remittance Amount
for Loan
Group 5A and the denominator of which is the Principal Remittance
Amount for
Loan Group 5A and Loan Group 5B, in each case for that Distribution
Date.
Group 5A Net Funds Cap: For any Distribution Date and the Class
5-A-1-1 and Class 5-A-1-2 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 Group 5 Optimal Interest Remittance Amount for Loan Group
5A for such
date and (2) 12, and the denominator of which is the Aggregate Loan
Group
Balance of Loan Group 5A (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 of Loan Group 5A 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.
Group 5A
Senior
Certificates:
The
Class 5-A-1-1
and
Class 5-A-1-2 Certificates.
Group 5B Allocation Amount: For any Distribution Date, the product
of the Group 5 Senior Principal Payment Amount for that
Distribution Date and a
fraction the numerator of which is the Principal Remittance Amount
for Loan
Group 5B and the denominator of which is the Principal Remittance
Amount for
Loan Group 5A and Loan Group 5B, in each case for that Distribution
Date. For
purposes of this definition, the Principal Remittance Amount will
be calculated
net of subclause (6) of the definition thereof.
Group 5B 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 Group 5B 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 Group 5B Capitalized
Interest
Account shall be treated as owned by the Depositor and will be
taxable to the
Depositor.
Group 5B Capitalized Interest Deposit:
$460,620.50.
35
Group 5B Capitalized Interest Requirement: With respect to the
February 2005, March 2005 and April 2005 Distribution Dates, an
amount equal to
30 days of interest (based on a 360-day year) accruing at the Group
5B
Capitalized Interest Requirement Rate on the Group 5 Prefunded
Amount
outstanding at the end 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 Group 5B Capitalized Interest
Requirement,
the Depositor will contribute any amounts to REMIC II necessary to
pay the REMIC
II Interests their stated pass-through rates.
Group 5B Capitalized Interest Requirement Rate: With respect to the
February 2005, March 2005 and April 2005 Distribution Dates, a per
annum rate
equal to the excess of (a) the sum of (i) the Certificate Index for
such
Distribution Date, (ii) the weighted average of the Certificate
Margins of the
Group 5 Certificates for such Distribution Date, (iii) the weighted
average of
the Expense Fee Rates of the Group 5 Mortgage Loans for such
Distribution Date
and (iv) with respect to the February 2005 Distribution Date,
0.35%, with
respect to the March 2005 Distribution Date, 0.70% and with respect
to the April
2005 Distribution Date, 1.00%, over (b) 0.75%.
Group 5B Excess Interest Amount: For any Distribution Date, the
product of the amount of Monthly Excess Interest required to be
distributed on
that Distribution Date pursuant to Section 4.01(II)(d)(i)(A)(1)(a)
and a
fraction the numerator of which is the Principal Remittance Amount
for Loan
Group 5B and the denominator of which is the Principal Remittance
Amount for
Loan Group 5A and Loan Group 5B, in each case for that Distribution
Date.
Group 5B Net Funds Cap: For any Distribution Date and the Class
5-A-2 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
Group 5
Optimal Interest Remittance Amount for Loan Group 5B for such date
and (2) 12,
and the denominator of which is the Aggregate Loan Group Balance of
Loan Group
5B (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 of
Loan Group 5B 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.
Group 5B Prefunded Amount: The amount deposited in the Group 5B
Prefunding Account on the Closing Date, which shall equal
approximately
$47,532,500.00.
Group 5B 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 2005-1 Adjustable Rate
Mortgage-Backed
Pass-Through Certificates, Series 2005-1." Funds in the Group 5B
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 Group 5B Prefunding
Account shall
be for the account of the Depositor.
Group 5B Senior Certificates:
The Class 5-A-2 Certificates.
Index:
With
respect
to
any
Mortgage
Loan
and
each
related
Adjustment Date, the index as specified in the related Mortgage
Note.
36
Indirect Participants: Entities, such as banks, brokers, dealers
and
trust companies, that clear through or maintain a custodial
relationship with a
Participant, either directly or indirectly.
IndyMac: IndyMac Bank, F.S.B., and its successors and assigns.
IndyMac Serviced Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule, for which IndyMac is the
applicable
Servicer.
IndyMac Servicing Agreement: That certain Reconstituted Servicing
Agreement dated as of January 1, 2005 among DLJMC, IndyMac, the
Master Servicer
and the Trust Administrator, and acknowledged by the Trustee.
Initial Bankruptcy Loss Coverage Amount:
$183,884.
Initial Class Principal
Balance:
As set forth in the Preliminary
Statement.
Initial Cut-off Date:
January 1, 2005.
Initial Mortgage Loan: 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
Rate
Cap
Agreement:
The
Group 5
Interest
Rate
Cap
Agreement.
Interest Remittance Amount: For any Distribution Date and the
Mortgage Loans in any of Loan Group 5A or Loan Group 5B, 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 the related 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 related Collection Period, to the
extent allocable
to interest, and (5) a pro rata portion of the sum of (a) the Group
3 Excess
Interest Amount and (b) the Group 4 Excess Interest Amount for such
Distribution
Date (the Group 3 Excess Interest Amount and Group 4 Excess
Interest Amount will
be allocated among the Interest Remittance Amount for each of Loan
Group 5A and
Loan Group 5B pro rata based upon each such Loan Group's Interest
Remittance
Amount without giving effect to this clause (5)).
37
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.
Interim
Servicer:
Each
of
NetBank,
LoanCity.com
and
Paul
Financial, as applicable.
Interim Servicer Advance: A Monthly Advance (as defined in the
applicable Interim Servicing Agreement) an Interim Servicer was
obligated to
make under the terms of the applicable Servicing Agreement (as
defined in the
applicable Interim Servicing Agreement) in existence prior to
January 1, 2005.
Interim Servicer Advance Amount: With respect to the February 2005
Distribution Date and any Mortgage Loan serviced under an Interim
Servicing
Agreement, an amount equal to the excess, if any, of (i) the sum of
the Interim
Servicer Advances, over (ii) the sum of Interim Servicer Advances
actually
received by the Master Servicer as of the date on which the Master
Servicer
sends the notice described in Section 3.14(d).
Interim
Servicing
Agreements:
Each
of
the
NetBank
Servicing
Agreement,
LoanCity.com
Servicing Agreement and the Paul Financial Servicing
Agreement, as applicable.
Interim
Servicing
Period:
The period
beginning
on the Closing
Date and ending on February 1, 2005.
LaSalle:
LaSalle Bank, National Association.
LaSalle Bank Custodial Agreement: That certain Custodial Agreement
dated as of January 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 specified in the Preliminary Statement.
38
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 Sub-Servicer) in
connection with
the liquidation of any defaulted Mortgage Loan and not recovered by
the related
Servicer (or the related Sub-Servicer) 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: As to any Distribution Date and a Loan
Group,
the principal portion of 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.
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.
LoanCity.com: LoanCity.com, a California corporation, and its
successors and assigns.
LoanCity.com Interim Serviced Mortgage Loans: The Mortgage Loans
interim serviced by LoanCity.com during the Interim Servicing
Period, the
servicing of which will be transferred to Wells Fargo (in its
capacity as a
Servicer) at the end of the Interim Servicing Period.
LoanCity.com Servicing Agreement: That certain Reconstituted
Servicing Agreement dated as of January 1, 2005 among DLJMC,
LoanCity.com, the
Master Servicer and the Trust Administrator, and acknowledged by
the Trustee.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan
Group 4, Loan Group 5A or Loan Group 5B, as applicable. Loan Group
1, Loan Group
2, Loan Group 3 and Loan Group 4 together will constitute one
sub-trust and Loan
Group 5A and Loan Group 5B together 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.
39
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 5A
Mortgage Loans and Loan Group 5B Mortgage Loans on the Mortgage
Loan Schedule.
Loan
Group 5A:
All Mortgage
Loans
identified
as Loan Group 5A
Mortgage Loans on the Mortgage Loan Schedule.
Loan
Group 5B:
All Mortgage
Loans
identified
as Loan Group 5B
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.
Marker Rate: With respect to the Class 5-X Certificates and the
REMIC III Regular Interests LT1, LT2, LT3, LT4 and LT-Y5A and any
Distribution
Date, a per annum rate equal to two (2) times the weighted average
of the
Uncertificated REMIC III Pass-Through Rates for REMIC III Regular
Interest LT2
and REMIC III Regular Interest LT3, and with respect to the Class
5-X
Certificates and the REMIC III Regular Interests LT5, LT6, LT7, LT8
and LT-Y5B
and any Distribution Date, a per annum rate equal to two (2) times
the weighted
average of the Uncertificated REMIC III Pass-Through Rates for
REMIC III Regular
Interest LT6 and REMIC III Regular Interest LT7.
Master Servicer:
Wells Fargo.
40
Maximum Interest Rate: With respect to the Class 5-A-1-1, Class
5-A-1-2 and Class 5-A-2, Certificates and any Distribution Date, an
annual rate
equal to the weighted average of the Maximum Mortgage Rates of the
Mortgage
Loans in the related Loan Group minus the weighted average Expense
Fee Rate of
the Mortgage Loans in the related Loan Group. With respect to the
Class 5-M-1,
Class 5-M-2, Class 5-M-3 and Class 5-M-4 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 5A and Loan Group 5B minus the
weighted average
Expense Fee Rate of the Mortgage Loans in Loan Group 5A and Loan
Group 5B, in
each case weighted by the Loan Group 5A Subordinate Balance and the
Loan Group
5B Subordinate Balance, respectively.
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(R) System.
MERS(R) 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.
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 therefore with respect
to any Mortgage Loan.
41
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
Section 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);
42
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, a
GreenPoint Serviced Mortgage Loan, a U.S. Bank Serviced Mortgage
Loan, a
Wells Fargo Serviced Mortgage Loan, an IndyMac Serviced Mortgage
Loan, or a
GMAC Mortgage 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.
Mortgaged Property: The underlying real property securing a
Mortgage
Loan or, with respect to a Cooperative Loan, the related
Cooperative Shares and
Proprietary Lease.
43
Mortgagor:
The obligor on a Mortgage Note.
NetBank:
NetBank,
a federal savings bank, and its successors and
assigns.
NetBank Interim Serviced Mortgage Loans: The Mortgage Loans interim
serviced by NetBank during the Interim Servicing Period, the
servicing of which
will be transferred to Wells Fargo (in its capacity as a Servicer)
at the end of
the Interim Servicing Period.
NetBank Servicing Agreement: That certain Reconstituted Servicing
Agreement dated as of January 1, 2005 among DLJMC, NetBank, the
Master Servicer
and the Trust Administrator, and acknowledged by the Trustee.
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 Group 5 Collateral Balance for
the
immediately preceding Distribution Date for that Loan Group,
multiplied by the
product of (A) the Net WAC Rate for Loan Group 5A and Loan Group 5B
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
Group 5
Collateral Balance 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: Any of the Group 5A Net Funds Cap, the Group 5B Net
Funds Cap or the Group 5 Subordinate Net Funds Cap, as applicable.
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: As 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 pursuant to Section 4.01(I)(A)(i)(xiv).
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 pursuant
to Section 4.01(I)(A)(i)(xiv) on that Distribution Date.
44
Net WAC Rate: With respect to the Distribution Dates occurring in
February 2005, March 2005 and April 2005 and Loan Group 1, a per
annum rate
equal to the weighted average of (i) the weighted average of the
Net Mortgage
Rates on the Mortgage Loans in Loan Group 1 as of the second
preceding Due 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) after giving effect to payments due on such Due
Date, whether
or not received, weighted on the basis of the Stated Principal
Balances of such
Mortgage Loans as of such date and (ii) 3.9659%; clauses (i) and
(ii) being
weighted on the basis of the Stated Principal Balances of such
Mortgage Loans as
of such date with respect to clause (i) and the amount on deposit
in the Group 1
Prefunding Account as of such date with respect to clause (ii) With
respect to
any Distribution Date after the Distribution Date in April 2005 and
Loan Group
1, a rate equal to the weighted average of the Net Mortgage Rates
on the
Mortgage Loans in Loan Group 1 as of the second preceding Due 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) after giving effect to payments due on such Due Date, whether
or not
received, weighted on the basis of the Stated Principal Balances as
of such
date.
With respect to the Distribution Dates occurring in February 2005,
March 2005 and April 2005 and Loan Group 2, a per annum rate equal
to the
weighted average of (i) the weighted average of the Net Mortgage
Rates on the
Mortgage Loans in Loan Group 2 as of the second preceding Due 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) after giving effect to payments due on such Due Date, whether
or not
received, weighted on the basis of the Stated Principal Balances of
such
Mortgage Loans as of such date and (ii) 4.3638%; clauses (i) and
(ii) being
weighted on the basis of the Stated Principal Balances of such
Mortgage Loans as
of such date with respect to clause (i) and the amount on deposit
in the Group 2
Prefunding Account as of such date with respect to clause (ii).
With respect to
any Distribution Date after the Distribution Date in April 2005 and
Loan Group
2, a rate equal to the weighted average of the Net Mortgage Rates
on the
Mortgage Loans in Loan Group 2 as of the second preceding Due 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) after giving effect to payments due on such Due Date, whether
or not
received, weighted on the basis of the Stated Principal Balances as
of such
date.
As to any Distribution Date and Loan Group 3 or Loan Group 4, a
rate
equal to the weighted average of the Net Mortgage Rates on the
Mortgage Loans in
such Loan Group as of the second preceding Due 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)
after giving
effect to payments due on such Due Date, whether or not received,
weighted on
the basis of the Stated Principal Balances as of such date, reduced
by and to
the extent that the Group 5 Certificates are still outstanding as
of such
Distribution Date, the Group 3 Excess Interest Rate and the Group 4
Excess
Interest Rate, respectively.
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.
Notwithstanding anything to the contrary set forth in this
Agreement, with
respect to the February 2005 Distribution Date the Master Servicer
shall not
determine that any Interim Servicing Advance is nonrecoverable.
45
Notional
Amount
Certificates:
As specified
in the
Preliminary
Statement.
Offered Certificates:
As specified 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 Sub-Servicer, 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.
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.
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 Group 5
Collateral
Balance for such Distribution Date exceeds (y) the aggregate Class
Principal
Balance of the Group 5 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 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.
46
Overcollateralization Release Amount: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Remittance Amount
for Loan Group
5A and Loan Group 5B for such Distribution Date and (y) the amount,
if any, by
which (1) the Overcollateralization Amount for such date,
calculated for this
purpose on the basis of the assumption that 100% of the aggregate
of the
Principal Remittance Amount for Loan Group 5A and Loan Group 5B for
such date is
applied on such date in reduction of the aggregate of the Class
Principal
Balances of the Group 5 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.
Paul Financial: Paul Financial, LLC, a California limited liability
company, and its successors and assigns.
Paul Financial Interim Serviced Mortgage Loans: The Mortgage Loans
interim serviced by Paul Financial during the Interim Servicing
Period, the
servicing of which will be transferred to Wells Fargo (in its
capacity as a
Servicer) at the end of the Interim Servicing Period.
Paul Financial Servicing Agreement: That certain Reconstituted
Servicing Agreement dated as of January 1, 2005 among DLJMC, Paul
Financial, the
Master Servicer and the Trust Administrator, and acknowledged by
the Trustee.
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.
47
Percentage Interest: As 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.
Prefunding
Account:
The
Group
1
Prefunding
Account,
Group 2
Prefunding Account or Group 5B Prefunding Account, as applicable.
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 Accounts are reduced to zero, or (ii) an Event of
Default occurs or
(iii) April 24, 2005.
Prepayment Interest Shortfall: As to any Mortgage Loan,
Distribution
Date and Principal Prepayment (other than a Payoff on a Wells Fargo
Serviced
Mortgage Loan or a 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 U.S. Bank, and all Curtailments, the
related
"Prepayment Period" will be the calendar month preceding the month
in which the
related Distribution Date occurs. With respect to each Distribution
Date and
each Payoff with respect to any Mortgage Loan serviced by
GreenPoint, and all
Curtailments, the related "Prepayment Period" will be the calendar
month
preceding the month in which the related 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.
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.
48
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; provided, however,
that respect
to Loan Group 1 or Loan Group 2, and the Distribution Date in April
2005, such
amount shall also include any amounts on deposit, if any, in the
Group 1
Prefunding Account or Group 2 Prefunding Account, as applicable, at
the end of
the Prefunding Period net of investment income.
For any Distribution Date and Loan Group 5, (a) an amount equal to
the Principal Remittance Amount for Loan Group 5A and Loan Group 5B
for such
date minus the Overcollateralization Release Amount, if any, for
such date, and
(b) with respect to Loan Group 5B and the Distribution Date in
April 2005, plus
the amount remaining, if any, in the Group 5B 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, (ii) all
Recoveries received
during the calendar month preceding the month of that distribution
date, and
(iii) with respect to the Certificates related to Loan Group 1 and
Loan Group 2
and the Distribution Date in April 2005, the amounts, if any,
remaining on
deposit in the Group 1 Prefunding Account and Group 2 Prefunding
Account,
respectively.
Principal Remittance Amount: For any Distribution Date and either
Loan Group 5A or Loan Group 5B, 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 related Collection
Period, 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.
50
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 Stated Principal Balance of the Mortgage Loans
in 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: As 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 January 25,
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
purchased 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, the
amount of any unreimbursed Advances and Servicing Advances made by
a Servicer,
if such Servicer is not the Seller, 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
or the Seller, 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.
50
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 Agencies: Moody's and S&P, or any successor to either of
them.
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.
51
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 Balances
by
distributions on such Distribution Date.
Realized Losses on the Group 5A and Group 5B Mortgage Loans shall
be
allocated to the REMIC II Regular Interests as follows: (1) the
interest portion
of Realized Losses and Net Interest Shortfalls on the Group 5A
Loans, if any,
shall be allocated between the Class Y-5A and Class Z-5A Regular
Interests pro
rata according to the amount of interest accrued but unpaid
thereon, in
reduction thereof and (2) the interest portion of Realized Losses
and Net
Interest Shortfalls on the Group 5B Loans, if any, shall be
allocated between
the Class Y-5B and Class Z-5B 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 5A and Group 5B Mortgage
Loans shall
be allocated to the REMIC II Regular Interests as follows: (1) the
principal
portion of Realized Losses on the Group 5A Loans shall be
allocated, first, to
the Class Y-5A Regular Interest to the extent of the Class Y-5A
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-5A
Regular Interest in
reduction of the Uncertificated Principal Balance thereof and (2)
the principal
portion of Realized Losses on the Group 5B Loans shall be
allocated, first, to
the Class Y-5B Regular Interest to the extent of the Class Y-5B
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-5B
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 Balances by distributions on such
Distribution Date.
52
Realized Losses allocated to the Class 5-X Certificates shall be
allocated first to the REMIC IV 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 IV 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, 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 the
LIBOR
Certificates that are not Physical Certificates and any
Distribution Date, the
close of business on the Business Day immediately preceding such
Distribution
Date; provided, however, that following the date on which
Definitive
Certificates for a Class of LIBOR Certificates are available
pursuant to Section
6.09, the Record Date shall be the close of business on the last
Business Day of
the calendar month immediately preceding the month of 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: As 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. 333-115435), 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.
53
Regular
Certificates:
All of the
Certificates
other
than
the
Class AR and Class AR-L Certificates.
Related
Certificates:
The following
table sets forth certain of
the
REMIC III
Regular
Interests
and the Classes of
Certificates
that are
related to each of them:
------------------------------------------------------------------------------
REMIC III Regular Interest
Related Certificates
------------------------------------------------------------------------------
1-A-1L
1-A-1
------------------------------------------------------------------------------
2-A-1L
2-A-1, 2-A-2-1, 2-A-2-2
------------------------------------------------------------------------------
3-A-1L
3-A-1
------------------------------------------------------------------------------
4-A-1L
4-A-1
------------------------------------------------------------------------------
C-B-1L
C-B-1
------------------------------------------------------------------------------
C-B-2L
C-B-2
------------------------------------------------------------------------------
C-B-3L
C-B-3
------------------------------------------------------------------------------
C-B-4L
C-B-4
------------------------------------------------------------------------------
C-B-5L
C-B-5
------------------------------------------------------------------------------
C-B-6L
C-B-6
------------------------------------------------------------------------------
C-B-7L
C-B-7
------------------------------------------------------------------------------
C-B-8L
C-B-8
------------------------------------------------------------------------------
C-B-9L
C-B-9
------------------------------------------------------------------------------
IOL
5-X
------------------------------------------------------------------------------
Relief Act: The Servicemembers
Civil Relief Act, as amended,
and
any similar state statute.
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 that
may be
attributable to a prior month, if applicable, as a result of the
application of
the Relief Act, the amount, if any, by which (i) interest collected
on such
Mortgage Loan during 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, in the case of
Loan Groups 3
and 4, exclusive of the Group 3 Excess Interest Amount and the
Group 4 Excess
Interest Amount, respectively.
54
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(III)(a), 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.
55
(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: For any Distribution Date, Realized Losses
on the Group 1, Group 2, Group 3 or Group 4 Mortgage Loans for the
related
Collection Period shall be allocated to the REMIC I Regular
Interests in
reduction of interest accrued thereon and the principal balances
thereof in
accordance with the provisions of the definition of Realized Loss.
REMIC II Available Distribution Amount: For each of Loan Group 5A
and Loan Group 5B for any Distribution Date, the Available
Distribution Amount
for such Loan Group and, for each of Loan Group 3 and Loan Group 4,
the Excess
Interest Amount for such Loan Group.
REMIC II Distribution Amount: For any Distribution Date, the REMIC
II Available Distribution Amounts shall be deemed distributed to
REMIC III, as
the holder of the REMIC II Regular Interests, and to Holders of the
Class AR-L
Certificates in respect of Component II thereof, pursuant to
Section
4.01(III)(b), in the following amounts and priority:
(a) To the extent of the REMIC II Available Distribution Amount for
Loan Group 5A:
(i) first, to Class Y-5A and Class Z-5A Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Regular
Interests remaining unpaid from previous Distribution Dates, pro
rata
according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-5A and Class Z-5A Regular
Interests, concurrently, the Uncertificated Accrued Interest for
such
Regular Interests for the current Distribution Date, pro rata
according to
their respective Uncertificated Accrued Interest; and
56
(iii) third, to the Class Y-5A and Class Z-5A Regular
Interests, the Class Y-5A Principal Distribution Amount and the
Class Z-5A
Principal Distribution Amount, respectively.
(b) To the extent of the REMIC II Available Distribution Amount for
Loan Group 5B:
(i) first, to the Class Y-5B and Class Z-5B Regular Interests,
concurrently, the Uncertificated Accrued Interest for such Regular
Interests remaining unpaid from previous Distribution Dates, pro
rata
according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-5B and Class Z-5B Regular
Interests, concurrently, the Uncertificated Accrued Interest for
such
Regular Interests for the current Distribution Date, pro rata
according to
their respective Uncertificated Accrued Interest; and
(iii) third, to the Class Y-5B and Class Z-5B Regular
Interests, the Class Y-5B Principal Distribution Amount and the
Class Z-5B
Principal Distribution Amount, respectively;
(c) To the extent of the REMIC II Available Distribution Amounts
for
such Distribution Date remaining after payment of the amounts
pursuant to
paragraphs (a) and (b) of this definition of "REMIC II Distribution
Amount," to
the Class LT-IO Regular Interest, the Group 3 Excess Interest
Amount and the
Group 4 Excess Interest Amount.
(d) To the extent of the REMIC II Available Distribution Amounts
for
such Distribution Date remaining after payment of the amounts
pursuant to
paragraphs (a), (b) and (c) of this definition of "REMIC II
Distribution
Amount":
(i) first, to each of the REMIC II 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
Regular
Interests; provided, however, that any amounts distributed pursuant
to
this paragraph (e)(i) of this definition of "REMIC II 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 II thereof, any remaining amount.
REMIC II Realized Losses: For any Distribution Date, Realized
Losses
on the Group 5 Mortgage Loans for the related Collection Period
shall be
allocated to the REMIC II Regular Interests Y-5A, Y-5B, Y-5C, Z-5A,
Z-5B and
Z-5C as provided in the definition of Realized Loss in reduction of
the
principal balances thereof and accrued and unpaid interest thereon
until such
principal balances and accrued and unpaid interest shall have been
reduced to
zero.]
REMIC III Available Distribution Amount: For any Distribution Date,
the amount deemed distributed to REMIC III from REMIC I and REMIC
II in respect
of the Regular Interests therein.
REMIC III Principal Reduction Amounts: For any Distribution Date,
the amounts by which the principal balances of the REMIC III
Regular Interests
LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT9, LT10, LT11, LT12,
LT-Y5A and
LT-Y5B, respectively, will be reduced on such Distribution Date by
the
allocation of Realized Losses and the distribution of principal,
determined as
follows:
57
For purposes of the succeeding formulas the following symbols shall
have
the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC III Regular
Interests
LT1 and LT-Y5A after distributions on the prior Distribution Date.
Y2 = the principal balance of the REMIC III Regular Interest LT2
after
distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC III Regular Interest LT3
after
distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC III Regular Interest LT4
after
distributions on the prior Distribution Date (note: Y3 = Y4).
ΔY1 = the combined REMIC III Regular Interests LT1 and LT-Y5A
Principal Reduction Amount.
ΔY2 =
the
REMIC III
Regular
Interest
LT2
Principal
Reduction
Amount.
ΔY3 =
the
REMIC III
Regular
Interest
LT3
Principal
Reduction
Amount.
ΔY4 =
the
REMIC III
Regular
Interest
LT4
Principal
Reduction
Amount.
P0 = the aggregate principal balance of the REMIC III Regular
Interests
LT1, LT2, LT3 , LT4 and LT-Y5A after distributions and the
allocation of
Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC III Regular
Interests
LT1, LT2, LT3 , LT4 and LT-Y5A after distributions and the
allocation of
Realized Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC III Regular
Interests LT1,
LT2, LT3 , LT4 and LT-Y5A Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the
Group I
Certificates on such Distribution Date (including distributions of
accrued and
unpaid interest on the Class SB-I Certificates for prior
Distribution Dates).
R0 = the Group 5A Net WAC Rate (stated as a monthly rate) after
giving
effect to amounts distributed and Realized Losses allocated on the
prior
Distribution Date.
R1 = the Group 5A Net WAC Rate (stated as a monthly rate) after
giving
effect to amounts to be distributed and Realized Losses to be
allocated on such
Distribution Date.
α = (Y2 + Y3)/P0. The initial value of α on the Closing
Date for
use on the first Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum of (1) for all Classes of
Group 5A
Certificates of the product for each Class of (i) the monthly
interest rate (as
limited by the Net Funds Cap, if applicable) for such Class
applicable for
distributions to be made on such Distribution Date and (ii) the
aggregate
Certificate Principal Balance for such Class after distributions
and the
allocation of Realized Losses on the prior Distribution Date, (2)
for all
Classes of Class M Certificates of the product for each Class of
(i) the monthly
interest rate (as limited by the Net Funds Cap, if applicable) for
such Class
applicable for distributions to be made on such Distribution Date
and (ii) the
aggregate Certificate Principal Balance for such Class multiplied
by a fraction
whose numerator is the principal balance of the REMIC II Regular
Interest Y-5A
and whose denominator is the sum of the principal balances of the
REMIC II
Regular Interests Y-5A and Y-5B after distributions and the
allocation of
Realized Losses on the prior Distribution Date, (3) the amount, if
any, by which
the sum of the amounts in clauses (A)(1) and (2) of the definition
of (GAMMA)0
exceeds S0 * Q0 and (4) the amount, if any, by which the sum of the
amounts in
clauses (A)(1) and (2) of the definition of (LAMBDA)0 exceeds T0 *
M0 and (B)
R0*P0.
58
γ1 = the lesser of (A) the sum of (1) for all Classes of
Group 5A
Certificates of the product for each Class of (i) the monthly
interest rate (as
limited by the Net Funds Cap, if applicable) for such Class
applicable for
distributions to be made on the next succeeding Distribution Date
and (ii) the
aggregate Certificate Principal Balance for such Class after
distributions and
the allocation of Realized Losses to be made on such Distribution
Date, (2) for
all Classes of Class M Certificates of the product for each Class
of (i) the
monthly interest rate (as limited by the Net Funds Cap, if
applicable) for such
Class applicable for distributions to be made on the next
succeeding
Distribution Date and (ii) the aggregate Certificate Principal
Balance for such
Class multiplied by a fraction whose numerator is the principal
balance of the
REMIC II Regular Interest Y-5A and whose denominator is the sum of
the principal
balances of the REMIC II Regular Interests Y-5A and Y-5B after
distributions and
the allocation of Realized Losses to be made on such Distribution
Date, (3) the
amount, if any, by which the sum of the amounts in clauses (A)(1)
and (2) of the
definition of (GAMMA)1 exceeds S1 * Q1 and (4) the amount, if any,
by which the
sum of the amounts in clauses (A)(1) and (2) of the definition of
(LAMBDA)1
exceeds T1 * M1 and (B) R1*P1.
Then, based on the foregoing definitions:
ΔY1 =
ΔP - ΔY2 - ΔY3 - ΔY4;
ΔY2 =
(α/2){( γ0R1 - γ1R0)/R0R1};
ΔY3 =
αΔP - ΔY2; and
ΔY4 =
ΔY3.
if both
ΔY2
and
ΔY3,
as so
determined,
are
non-negative
numbers.
Otherwise:
(1) If ΔY2, as so determined, is negative, then
ΔY2 = 0;
ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
(2) If ΔY3, as so determined, is negative, then
ΔY3 = 0;
ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 -
γ1R0};
ΔY4 = ΔY3; and
ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.
59
The Principal Reduction Amount ΔY1 shall be allocated, first,
to the REMIC
III Regular Interest LT-Y5A to the extent of the Principal
Reduction Amount for
the REMIC II Regular Interest Y-5A and, second, any remainder shall
be allocated
to the REMIC III Regular Interest LT1.
For purposes of the succeeding formulas the following symbols shall
have
the meanings set forth below:
Y5 = the aggregate principal balance of the REMIC III Regular
Interests
LT5 and LT-Y5B after distributions on the prior Distribution Date.
Y6 = the principal balance of the REMIC III Regular Interest LT6
after
distributions on the prior Distribution Date.
Y7 = the principal balance of the REMIC III Regular Interest LT7
after
distributions on the prior Distribution Date.
Y8 = the principal balance of the REMIC III Regular Interest LT8
after
distributions on the prior Distribution Date (note: Y7 = Y8).
ΔY5 = the combined REMIC III Regular Interest LT5 and LT-Y5B
Principal Reduction Amount.
ΔY6 =
the
REMIC III
Regular
Interest
LT6
Principal
Reduction
Amount.
ΔY7 =
the
REMIC III
Regular
Interest
LT7
Principal
Reduction
Amount.
ΔY8 =
the
REMIC III
Regular
Interest
LT8
Principal
Reduction
Amount.
Q0 = the aggregate principal balance of the REMIC III Regular
Interests
LT5, LT6, LT7, LT8 and LT-Y5B after distributions and the
allocation of Realized
Losses on the prior Distribution Date.
Q1 = the aggregate principal balance of the REMIC III Regular
Interests
LT5, LT6, LT7, LT8 and LT-Y5B after distributions and the
allocation of Realized
Losses to be made on such Distribution Date.
ΔQ = Q0 - Q1 = the aggregate of the REMIC III Regular
Interests LT5,
LT6, LT7, LT8 and LT-7B Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be
allocated to, and the principal distributions to be made on, the
Group 5B
Certificates and the Group 5B portion of the Class 5-M Certificates
on such
Distribution Date (including distributions of accrued and unpaid
interest on the
Class 5-X Certificates for prior Distribution Dates to the extend
attributable
to interest accrued in respect of Group 5B).
S0 = the Group 5B REMIC Net WAC Rate (stated as a monthly rate)
after
giving effect to amounts distributed and Realized Losses allocated
on the prior
Distribution Date.
60
S1 = the Group 5B REMIC Net WAC Rate (stated as a monthly rate)
after
giving effect to amounts to be distributed and Realized Losses to
be allocated
on such Distribution Date.
β = (Y6 + Y7)/Q0. The initial value of β on the Closing
Date for
use on the first Distribution Date shall be 0.0001.
γ0 = the lesser of (A) the sum of (1) for all Classes of
Group 5B
Certificates of the product for each Class of (i) the monthly
interest rate (as
limited by the Net Funds Cap, if applicable) for such Class
applicable for
distributions to be made on such Distribution Date and (ii) the
aggregate
Certificate Principal Balance for such Class after distributions
and the
allocation of Realized Losses on the prior Distribution Date, (2)
for all
Classes of Class M Certificates of the product for each Class of
(i) the monthly
interest rate (as limited by the Net Funds Cap, if applicable) for
such Class
applicable for distributions to be made on such Distribution Date
and (ii) the
aggregate Certificate Principal Balance for such Class multiplied
by a fraction
whose numerator is the principal balance of the REMIC II Regular
Interest Y-5B
and whose denominator is the sum of the principal balances of the
REMIC II
Regular Interests Y-5A and Y-5B after distributions and the
allocation of
Realized Losses on the prior Distribution Date, (3) the amount, if
any, by which
the sum of the amounts in clauses (A)(1) and (2) of the definition
of (gamma)0
exceeds R0 * P0 and (4) the amount, if any, by which the sum of the
amounts in
clauses (A)(1) and (2) of the definition of (LAMBDA)0 exceeds T0 *
M0 reduced by
the lesser of (i) the excess, if any, of R0*P0 over the sum of the
amounts in
clauses (A)(1) and (2) of the definition of (gamma)0 and (ii) the
sum of the
amounts in clauses (3) and (4) hereof and (B) S0*Q0.
γ1 = the lesser of (A) the sum of (1) for all Classes of
Group 5B
Certificates of the product for each Class of (i) the monthly
interest rate (as
limited by the Net Funds Cap, if applicable) for such Class
applicable for
distributions to be made on the next succeeding Distribution Date
and (ii) the
aggregate Certificate Principal Balance for such Class after
distributions and
the allocation of Realized Losses to be made on such Distribution
Date, (2) for
all Classes of Class M Certificates of the product for each Class
of (i) the
monthly interest rate (as limited by the Net Funds Cap, if
applicable) for such
Class applicable for distributions to be made on the next
succeeding
Distribution Date and (ii) the aggregate Certificate Principal
Balance for such
Class multiplied by a fraction whose numerator is the principal
balance of the
REMIC II Regular Interest Y-5B and whose denominator is the sum of
the principal
balances of the REMIC II Regular Interests Y-5A, Y-5B and Y-5C
after
distributions and the allocation of Realized Losses to be made on
such
Distribution Date, (3) the amount, if any, by which the sum of the
amounts in
clauses (A)(1) and (2) of the definition of (gamma)1 exceeds R1 *
P1 and (4) the
amount, if any, by which the sum of the amounts in clauses (A)(1)
and (2) of the
definition of (LAMBDA)1 exceeds T1 * M1 reduced by the lesser of
(i) the excess,
if any, of R1*P1 over the sum of the amounts in clauses (A)(1) and
(2) of the
definition of (gamma)1 and (ii) the sum of the amounts in clauses
(3) and (4)
hereof and (B) S1*Q1.
Then, based on the foregoing definitions:
ΔY5 =
ΔQ - ΔY6 - ΔY7 - ΔY8;
ΔY6 =
(β/2){(γ0S1 - γ1S0)/S0S1};
ΔY7 =
βΔQ - ΔY6; and
ΔY8 =
ΔY7.
if both
ΔY6
and
ΔY7,
as so
determined,
are
non-negative
numbers.
Otherwise:
(1) If ΔY6, as so determined, is negative, then
61
ΔY6 = 0;
ΔY7 = β{γ1S0Q0 - γ0S1Q1}/{γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
(2) If ΔY7, as so determined, is negative, then
ΔY7 = 0;
ΔY6 = β{γ1S0Q0 - γ0S1Q1}/{2S1S0Q1 -
γ1S0};
ΔY8 = ΔY7; and
ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.
The Principal Reduction Amount ΔY5 shall be allocated, first,
to the REMIC
III Regular Interest LT-Y5B to the extent of the Principal
Reduction Amount for
the REMIC II Regular Interest Y-5B and, second, any remainder shall
be allocated
to the REMIC III Regular Interest LT5.
REMIC III Realized Losses: For any Distribution Date, Realized
Losses on
the Mortgage Loans for the related Due Period shall be allocated,
as follows:
Realized Losses on the Group 1, Group 2, Group 3 or Group 4
Mortgage Loans for
the related Collection Period shall be allocated to the REMIC III
Regular
Interests (other than the REMIC III Regular Interests LT1, LT2,
LT3, LT4, LT5,
LT6, LT7, LT8, LT9, LT10, LT11, LT12, LT-Y5A and LT-Y5B) as
follows: Realized
Losses shall be allocated to each such Class of REMIC III Regular
Interests to
the extent that such Realized Losses are allocated to the Related
Class or
Classes of Certificates. Realized Losses so allocated shall be
deemed to be
applied to reduce the principal balance of, or accrued interest on,
such REMIC
III Regular Interest to the same extent that they reduced the
principal balance
of, or accrued interest on, the Related Classes of Certificates.
Realized Losses on the Group 5A Mortgage Loans for the related
Collection
Period shall be allocated to the REMIC III Regular Interests LT1,
LT2, LT3, LT4
and LT-Y5A, in reduction of the principal balances thereof and
interest accrued
thereon, as follows: (i) the interest portion of Realized Losses,
if any, shall
be allocated pro rata to accrued interest on the REMIC III Regular
Interests
LT1, LT2, LT3, LT4 and LT-Y5A, to the extent of such accrued
interest, and (ii)
any remaining interest portions of Realized Losses and any
principal portions of
Realized Losses shall be treated as principal portions of Realized
Losses and
allocated (i) to the REMIC III Regular Interest LT-Y5A to the same
extent that
principal Realized Losses were allocate to the REMIC II Regular
Interest Y-5A,
(ii) to the REMIC III Regular Interest LT2, REMIC III Regular
Interest LT3 and
REMIC III Regular Interest LT4, pro rata according to their
respective Principal
Reduction Amounts, provided that such allocation to each of the
REMIC III
Regular Interest LT2, REMIC III Regular Interest LT3 and REMIC III
Regular
Interest LT4, and (iii) any Realized Losses not allocated to any of
REMIC III
Regular Interest LT3, REMIC III Regular Interest LT4 and REMIC III
Regular
Interest LT-Y5A pursuant to the provisos of clauses (i) and (ii)
above shall be
allocated to the REMIC III Regular Interest LT1, until the
principal balance
thereof shall have been reduced to zero. Any Realized Losses on the
Group 5A
Mortgage Loans remaining after the allocations made in the
preceding sentences
shall be allocated among the Class LT2, Class LT3 and Class LT4
REMIC III
Regular Interests pro-rata according to their respective principal
balances as
reduced by the allocations in the preceding sentence until such
principal
balances shall have been reduced to zero.
62
Realized Losses on the Group 5B Mortgage Loans for the related
Collection
Period shall be allocated to the REMIC III Regular Interests LT5,
LT6, LT7, LT8
and LT-Y5B, in reduction of the principal balances thereof and
interest accrued
thereon, as follows: (i) the interest portion of Realized Losses,
if any, shall
be allocated pro rata to accrued interest on the REMIC III Regular
Interests
LT5, LT6, LT7, LT8 and LT-Y5B to the extent of such accrued
interest, and (ii)
any remaining interest portions of Realized Losses and any
principal portions of
Realized Losses shall be treated as principal portions of Realized
Losses and
allocated (i) to the REMIC III Regular Interest LT-Y5B to the same
extent that
principal Realized Losses were allocate to the REMIC II Regular
Interest Y-5B,
(ii) to the REMIC III Regular Interest LT6, REMIC III Regular
Interest LT7 and
REMIC III Regular Interest LT8, pro rata according to their
respective Principal
Reduction Amounts, provided that such allocation to each of the
REMIC III
Regular Interest LT6, REMIC III Regular Interest LT7 and REMIC III
Regular
Interest LT8 shall not exceed their respective Principal Reduction
Amounts for
such Distribution Date, and (iii) any Realized Losses not allocated
to any of
REMIC III Regular Interest LT6, REMIC III Regular Interest LT7,
REMIC III
Regular Interest LT8 or REMIC III Regular Interest LT-Y5B pursuant
to the
provisos of clauses (i) and (ii) above shall be allocated to the
REMIC III
Regular Interest LT5, until the principal balance thereof shall
have been
reduced to zero. Any Realized Losses on the Group 5B Mortgage Loans
remaining
after the allocations made in the preceding sentences shall be
allocated among
the Class LT6, Class LT7 and Class LT8 REMIC III Regular Interests
pro-rata
according to their respective principal balances as reduced by the
allocations
in the preceding sentence until such principal balances shall have
been reduced
to zero.
REMIC III Regular Interest LT1 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT1
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT1 on such
Distribution Date.
REMIC III Regular Interest LT2 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT2
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT2 on such
Distribution Date.
REMIC III Regular Interest LT3 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT3
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT3 on such
Distribution Date.
REMIC III Regular Interest LT4 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT4
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT4 on such
Distribution Date.
REMIC III Regular Interest LT5 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT5
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT5 on such
Distribution Date.
REMIC III Regular Interest LT6 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT6
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT6 on such
Distribution Date.
63
REMIC III Regular Interest LT7 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT7
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT7 on such
Distribution Date.
REMIC III Regular Interest LT8 Principal Distribution Amount: For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest LT8
Principal Reduction Amount for such Distribution Date over the
Realized Losses
allocated to the REMIC III Regular Interest LT8 on such
Distribution Date.
REMIC III Regular Interest LT-Y5A Principal Distribution Amount:
For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest
LT-Y5A Principal Reduction Amount for such Distribution Date over
the Realized
Losses allocated to the REMIC III Regular Interest LT-Y5A on such
Distribution
Date.
REMIC III Regular Interest LT-Y5B Principal Distribution Amount:
For
any Distribution Date, the excess, if any, of the REMIC III Regular
Interest
LT-Y5B Principal Reduction Amount for such Distribution Date over
the Realized
Losses allocated to the REMIC III Regular Interest LT-Y5B on such
Distribution
Date.
REMIC Provisions: The provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of
the Code, and
related provisions and regulations promulgated thereunder, as the
foregoing may
be in effect from time to time.
REMIC Regular Interest: Any of the REMIC I Regular Interests, REMIC
II Regular Interests, REMIC III Regular Interests and REMIC IV
Regular
Interests.
REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection
with a
defaulted Mortgage Loan.
Required Insurance Policy: With respect to any Non-Designated
Mortgage Loan, any insurance policy that is required to be
maintained from time
to time under this Agreement in respect of such Mortgage Loan or
the related
Mortgaged Property.
Residual Certificates:
The Class AR and Class AR-L Certificates.
Responsible Officer: When used with respect to the Trust
Administrator, shall mean any officer within the corporate trust
department of
the Trust Administrator, including any Assistant Vice President,
the Secretary,
any Vice President, Assistant Secretary, the Treasurer, any
Assistant Treasurer,
any Trust Officer or any other officer of the Trust Administrator
customarily
performing functions similar to those performed by any of the above
designated
officers and any officer within the Corporate Trust Department
having direct
responsibility for the administration of this Agreement. When used
with respect
to the Trustee, shall mean any officer within the Corporate Trust
Department
having direct responsibility for the administration of this
Agreement and also,
with respect to a particular matter, any other officer to whom such
matter is
referred because of such officer's knowledge of and familiarity
with the
particular subject.
64
Rolling Three Month Delinquency Rate: For any Distribution Date
will
be the fraction, expressed as a percentage, equal to the average of
the
Delinquency Rates for each of the three (or one and two, in the
case of the
first and second Distribution Dates) immediately preceding months.
Rule 144A: Rule 144A under the 1933 Act, as in effect from time to
time.
S&P:
Standard
&
Poor's
Ratings
Services,
a
division
of The
McGraw-Hill Companies, Inc., or any successor thereto.
Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such
Mortgage Loan
pursuant to the terms of the related Mortgage Note.
Security Agreement: With respect to a Cooperative Loan, the
agreement or mortgage creating a security interest in favor of the
originator of
the Cooperative Loan in the related Cooperative Shares.
Seller:
DLJMC.
Senior Certificates:
As specified in the Preliminary Statement.
Senior
Liquidation
Amount:
The
Group 1
Senior
Liquidation
Amount, the Group 2 Senior Liquidation
Amount, the Group 3 Senior Liquidation
Amount or the Group 4 Senior Liquidation Amount, as applicable.
Senior Percentage:
The Group 1 Senior Percentage,
Group 2 Senior
Percentage,
Group 3
Senior
Percentage
or
Group 4
Senior
Percentage,
as
applicable.
Senior Prepayment Percentage: The Senior Prepayment Percentage for
any Distribution Date occurring during the seven years beginning on
the first
Distribution Date for each of Loan Group 1, Loan Group 2, Loan
Group 3 and Loan
Group 4 will equal 100%. The Senior Prepayment Percentage for any
Distribution
Date occurring on or after the seventh anniversary of the first
Distribution
Date for each such Loan Group will be as follows: for any
Distribution Date in
the first year thereafter, the related Senior Percentage plus 70%
of the related
Subordinate Percentage for such Distribution Date; for any
Distribution Date in
the second year thereafter, the related Senior Percentage plus 60%
of the
related Subordinate Percentage for such Distribution Date; for any
Distribution
Date in the third year thereafter, the related Senior Percentage
plus 40% of the
related Subordinate Percentage for such Distribution Date; for any
Distribution
Date in the fourth year thereafter, the related Senior Percentage
plus 20% of
the related Subordinate Percentage for such Distribution Date; and
for any
Distribution Date thereafter, the related Senior Percentage for
such
Distribution Date.
Notwithstanding the foregoing, on any Distribution Date and with
respect to Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4
if the
Senior Percentage exceeds the initial related Senior Percentage,
the Senior
Prepayment Percentage for each Group for that Distribution Date
will equal 100%,
(ii) if on or before the Distribution Date in February 2008, the
Group C-B
Percentage is greater than or equal to twice the Group C-B
Percentage as of the
Closing Date, in which case the Senior Prepayment Percentage for
each Group will
equal the related Senior Percentage, plus 50% of the related
Subordinate
Percentage for that Distribution Date, and if after the
Distribution Date in
February 2008, the Group C-B Percentage is greater than or equal to
twice the
Group C-B Percentage as of the Closing Date, then the Senior
Prepayment
Percentage for each such Group for such Distribution Date will
equal the related
Senior Percentage).
65
Notwithstanding the foregoing, the Senior Prepayment Percentage for
any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4
shall equal 100%
for any Distribution Date as to which (i) the outstanding principal
balance of
the Mortgage Loans in the related Loan Group, delinquent 60 days or
more
(including all REO Properties and Mortgage Loans in foreclosure)
(averaged over
the preceding six month period), as a percentage of the related
aggregate
Subordinate Component Balance as of such Distribution Date is equal
to or
greater than 50% or (ii) cumulative Realized Losses for the
Mortgage Loans in
the related Loan Group exceed (a) with respect to any Distribution
Date prior to
the third anniversary of the first Distribution Date, 20% of the
related
aggregate Subordinate Component Balance as of the Closing Date (the
"Original
Subordinate Principal Balance"), (b) with respect to any
Distribution Date on or
after the third anniversary but prior to the eighth anniversary of
the first
Distribution Date, 30% of the related Original Subordinate
Principal Balance,
(c) with respect to any Distribution Date on or after the eighth
anniversary but
prior to the ninth anniversary of the first Distribution Date, 35%
of the
related Original Subordinate Principal Balance, (d) with respect to
any
Distribution Date on or after the ninth anniversary but prior to
the tenth
anniversary of the first Distribution Date, 40% of the related
Original
Subordinate Principal Balance, (e) with respect to any Distribution
Date on or
after the tenth anniversary but prior to the eleventh anniversary
of the first
Distribution Date, 45% of the related Original Subordinate
Principal Balance and
(f) with respect to any Distribution Date on or after the eleventh
anniversary
of the first Distribution Date, 50% of the Original Subordinate
Principal
Balance.
If the Senior Prepayment Percentage for one Loan Group equals 100%
due to the limitations set forth above, then the Senior Prepayment
Percentage
for the other Loan Groups will equal 100%.
If on any Distribution Date the allocation to a Class of Senior
Certificates then entitled to distributions of Principal
Prepayments and other
amounts in the percentage required above would reduce the
outstanding Class
Principal Balance of that Class below zero, the distribution to
that Class of
Senior Certificates of the Senior Prepayment Percentage of those
amounts for
such Distribution Date shall be limited to the percentage necessary
to reduce
the related Class Principal Balance to zero.
Senior
Principal
Distribution
Amount:
The
Group 1
Senior
Principal
Distribution Amount,
Group 2 Senior Principal Distribution Amount,
Group 3
Senior
Principal
Distribution
Amount or Group 4
Senior
Principal
Distribution Amount, as applicable.
Servicer Employee:
As defined in Section 3.18.
Servicer Letter Agreement: With respect to each Servicer, the
letter
agreement, dated as of the Closing Date, between such Servicer and
DLJMC
regarding surviving provisions such Servicer's mortgage loan
purchase and
servicing agreement with DLJMC.
Servicer Mortgage File: All documents pertaining to a Mortgage Loan
not required to be included in the Trustee Mortgage File and held
by the Master
Servicer or the related Servicer or any Sub-Servicer.
Servicers: SPS, GreenPoint, U.S. Bank, Wells Fargo and Wilshire to
the extent it has taken over the servicing of one or more Mortgage
Loans
pursuant to Section 3.19 and, in each case, any successor in
interest thereto or
any successor servicer appointed as provided herein.
66
Servicing Advance: With respect to the Non-Designated Mortgage
Loans, all customary, reasonable and necessary "out of pocket"
costs and
expenses incurred in the performance by a Servicer of its servicing
obligations
related to such Mortgage Loans, including, but not limited to, the
cost
(including reasonable attorneys' fees and disbursements) of (i) the
preservation, restoration and protection of a Mortgaged Property,
(ii)
compliance with the obligations under Section 3.11 and any
enforcement or
judicial proceedings, including foreclosures, (iii) the management
and
liquidation of any REO Property (including default management and
similar
services, appraisal services and real estate broker services), (iv)
any expenses
incurred by a Servicer in connection with obtaining an
environmental inspection
or review pursuant to the second paragraph of Section 3.11(a), (v)
compliance
with the obligations under Section 3.09, (vi) locating any
documents missing
from the Trustee's Mortgage File and (vii) obtaining broker price
opinions. In
no event will any Servicer be required to make any Servicing
Advance which would
constitute a Nonrecoverable Advance.
With respect to the Designated Mortgage Loans, Servicing Advance
shall have the meaning assigned to such term in the related
Designated Servicing
Agreement.
Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate
on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the
month of such
Distribution Date (prior to giving effect to any Scheduled Payments
due on such
Mortgage Loan on such Due Date), subject to reduction as provided
in Section
3.14.
Servicing Fee Rate: As to each Mortgage Loan, the per annum rate
set
forth on the related Mortgage Loan Schedule; provided, that with
respect to the
February 2005 Distribution Date, the Servicing Fee Rate for the
Mortgage Loans
serviced by the Interim Servicers shall be the per annum rate set
forth in the
related Interim Servicing Agreement or as otherwise provided in
writing to the
Trust Administrator and Master Servicer from the Depositor.
Servicing Officer: Any officer of a Servicer involved in, or
responsible for, the administration and servicing of the related
Mortgage Loans
whose name and specimen signature appear on a list of servicing
officers
furnished to the Trustee and the Trust Administrator by a Servicer
on the
Closing Date pursuant to this Agreement, as such list may from time
to time be
amended and delivered to the Trustee and Trust Administrator.
Special Hazard Loss: A Realized Loss (or portion thereof) with
respect to a Mortgage Loan arising from any direct physical loss or
damage to a
Mortgaged Property which is not covered by a standard hazard
maintenance policy
with extended coverage or by a flood insurance policy, if
applicable (or which
would not have been covered by such a policy had such a policy been
maintained),
which is caused by or results from any cause except: (i) wear and
tear,
deterioration, rust or corrosion, mold, wet or dry rot, inherent
vice or latent
defect, animals, birds, vermin, insects; (ii) settling, subsidence,
cracking,
shrinkage, bulging or expansion of pavements, foundations, walls,
floors, roofs
or ceilings; (iii) errors in design, faulty workmanship or faulty
materials,
unless the collapse of the property or part thereof ensues and then
only for the
ensuing loss; (iv) nuclear or chemical reaction or nuclear
radiation or
radioactive or chemical contamination, all whether controlled or
uncontrolled,
and whether such loss be direct or indirect, proximate or remote;
(v) hostile or
warlike action in time of peace or war, including action in
hindering, combating
or defending against an actual, impending or expected attack (a) by
any
government of sovereign power, de jure or de facto, or by any
authority
maintaining or using military, naval or air forces, (b) by
military, naval or
air forces, or (c) by an agent of any such government, power,
authority or
forces; (vi) any weapon of war employing atomic fission or
radioactive force
whether in time of peace or war; or (vii) insurrection, rebellion,
revolution,
civil war, usurped power or action taken by governmental authority
in hindering,
combating or defending against such occurrence, seizure or
destruction under
quarantine or customs regulations, confiscation by order of any
government or
public authority, or risks of contraband or illegal transportation
or trade.
67
Special Hazard Loss Coverage Amount: With respect to the Class C-B
Certificates, as of the Closing Date, $5,650,528 subject in each
case to
reduction from time to time, to be an amount equal on any
Distribution Date to
the lesser of (a) the greatest of (i) 1% of the sum of (A) the
aggregate Stated
Principal Balances of the Group 1, Group 2, Group 3 and Group 4
Mortgage Loans
and (B) the aggregate amounts on deposit in the Group 1 Prefunding
Account and
Group 2 Prefunding Account, (ii) twice the principal balance of the
largest
Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 and
(iii) the aggregate Stated Principal Balances of the Group 1, Group
2, Group 3
and Group 4 Mortgage Loans secured by Mortgaged Properties located
in the single
California postal zip code area having the highest aggregate
principal balance
of any such zip code area and (b) the Special Hazard Loss Coverage
Amount as of
the Closing Date less the amount, if any, of losses attributable to
Special
Hazard Losses allocated to the Class C-B Certificates since the
Closing Date.
All Stated Principal Balances for the purpose of this definition
will be
calculated as of the first day of the month preceding such
Distribution Date
after giving effect to scheduled installments of principal and
interest on the
Mortgage Loans then due, whether or not paid. The Special Hazard
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.
Special Hazard Loss Coverage Termination Date: The date on which
the
Special Hazard Loss Coverage Amount is reduced to zero.
Special Servicer: Wilshire Credit Corporation,
and its successors
and permitted assigns.
Special
Serviced
Mortgage Loan: The Mortgage Loans for which the
Special Servicer acts as servicer pursuant to Section 3.19.
SPS: Select Portfolio
Servicing,
Inc., a Utah
corporation,
and
its successors and assigns.
SPS Mortgage Loans: Any SPS Serviced Mortgage Loans for which SPS
has not entered into a subservicing arrangement for such Mortgage
Loan pursuant
to Section 3.02 hereof.
SPS Serviced Mortgage Loans: The Mortgage Loans identified as such
on the Mortgage Loan Schedule for which SPS is the applicable
Servicer.
Standard Hazard Policy: Each standard hazard insurance policy or
replacement therefore referred to in Section 3.09.
Startup Day:
The Closing Date.
Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date
as specified
in the amortization schedule at the time relating thereto (before
any adjustment
to such amortization schedule by reason of any moratorium or
similar waiver or
grace period) after giving effect to any previous Curtailments and
Liquidation
Proceeds allocable to principal (other than with respect to any
Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date
and
irrespective of any delinquency in payment by the related
Mortgagor.
68
Stepdown Date: The date occurring on the later of (x) the
Distribution Date in February 2008 and (y) the first Distribution
Date on which
the Group 5 Senior Enhancement Percentage (calculated for this
purpose after
giving effect to payments or other recoveries in respect of the
Mortgage Loans
in Loan Group 5 during the related Collection Period but before
giving effect to
payments on the Group 5 Certificates on such Distribution Date) is
greater than
or equal to 21.00%.
Stock Power: With respect to a Cooperative Loan, an assignment of
the stock certificate or an assignment of the Cooperative Shares
issued by the
Cooperative Corporation.
Streamlined Mortgage Loan: A Mortgage Loan originated in connection
with the refinance of a mortgage loan pursuant to the Seller's
streamlined
documentation program then in effect.
Subordinate
Certificates:
As
specified
in
the
Preliminary
Statement.
Subordinate Component Balance: For any of Loan Group 1, Loan Group
2, Loan Group 3 and Loan Group 4, as of any date of determination,
the sum of
(i) the then outstanding aggregate Stated Principal Balance of the
Mortgage
Loans in that Loan Group and (ii) with respect to Loan Group 1 and
Loan Group 2,
amounts on deposit in the Group 1 Prefunding Account and Group 2
Prefunding
Account, respectively, minus the sum of the then outstanding
aggregate Class
Principal Balance of the related Classes of Class A Certificates.
Subordinate Group 5A Balance: For any Distribution Date will be the
Aggregate Loan Group Balance for Loan Group 5A as of the first day
of the
related Collection Period less the aggregate Class Principal
Balance of the
Class 5-A-1-1 and Class 5-A-1-2 Certificates.
Subordinate Group 5B Balance: For any Distribution Date will be the
Aggregate Loan Group Balance for Loan Group 5B as of the first day
of the
related Collection Period less the aggregate Class Principal
Balances of the
Class 5-A-2 Certificates.
Subordinate Liquidation Amount: For any Distribution Date and any
of
Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 the
excess, if any, of
the aggregate Liquidation Principal of all Mortgage Loans in that
Loan Group
which became Liquidated Mortgage Loans during the calendar month
preceding the
Distribution Date over the Group 1 Senior Liquidation Amount, Group
2 Senior
Liquidation Amount, Group 3 Senior Liquidation Amount or Group 4
Senior
Liquidation Amount, as applicable, for such Distribution Date.
Subordinate Percentage: As to any Distribution Date and Loan Group
1, Loan Group 2, Loan Group 3 or Loan Group 4, the excess of 100%
over the
related Senior Percentage for that Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution Date and
with respect to Loan Group 1, Loan Group 2, Loan Group 3 or Loan
Group 4, 100%
minus the related Senior Prepayment Percentage for such
Distribution Date;
provided, however, that if the aggregate Class Principal Balance of
the Senior
Certificates related to such Loan Group has been reduced to zero,
then the
Subordinate Prepayment Percentage for such Loan Group will equal
100%.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date, the sum of the following amounts for each of
Loan Group 1,
Loan Group 2, Loan Group 3 or Loan Group 4: (i) the related
Subordinate
Percentage of the related Principal Payment Amount, (ii) the
related Subordinate
Prepayment Percentage of the related Principal Prepayment Amount,
and (iii) the
related Subordinate Liquidation Amount; less the amount of certain
cross-collateralization payments as made pursuant to Section 4.07.
69
Subordination Level: As to any Distribution Date and any Class of
Class C-B Certificates, the percentage obtained by dividing the sum
of the Class
Principal Balances of all Classes of Class C-B Certificates which
are
subordinate in right of payment to such Class by the sum of the
Class Principal
Balances of the Group 1, Group 2, Group 3, Group 4 and Class C-B
Certificates,
in each case immediately prior to such Distribution Date.
Subsequent Cut-off Date: With respect to any Subsequent Mortgage
Loan, the first day of the month on which such Mortgage Loan is
transferred to
the Trust.
Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial
Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01
hereof and to
a Subsequent Transfer Agreement, which Mortgage Loan shall be
listed on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement
and on
Schedule A to such Subsequent Transfer Agreement. When used with
respect to a
single Subsequent Transfer Date, Subsequent Mortgage Loan shall
mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent
Transfer Date.
Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit R hereto, executed and
delivered by and
among the Depositor, DLJMC and the Trustee.
Subsequent Transfer Date: For any Subsequent Transfer Agreement,
the
date the related Subsequent Mortgage Loans are transferred to the
Trust pursuant
to the related Subsequent Transfer Agreement.
Substitution Adjustment Amount:
As defined in Section 2.03.
Sub-Servicer: Any other entity with respect to any Non-Designated
Mortgage Loan under any Sub Servicing Agreement applicable to such
Mortgage Loan
and any successors and assigns under such Sub Servicing Agreement.
Sub-Servicing Agreement: Any servicing agreement between a Servicer
and a Sub-Servicer pursuant to which a Servicer delegates any of
its servicing
responsibilities with respect to any of the Non-Designated Mortgage
Loans.
Targeted Overcollateralization Amount: For any Distribution Date
prior to the Stepdown Date, 0.50% of the Aggregate Loan Group 5
Balance as of
the Initial Cut-off Date; with respect to any Distribution Date on
or after the
Stepdown Date and with respect to which a Trigger Event is not in
effect, the
greater of (a) 1.00% of the Aggregate Loan Group 5 Balance for such
Distribution
Date, or (b) 0.50% of the Aggregate Group 5 Collateral Balance as
of the Initial
Cut-off Date; with respect to any Distribution Date on or after the
Stepdown
Date with respect to which a Trigger Event has occurred and is
continuing, the
Targeted Overcollateralization Amount for the Distribution Date
immediately
preceding such Distribution Date.
Tax Matters Person: The person designated as "tax matters person"
in
the manner provided under Treasury regulation ss. 1.860F 4(d) and
temporary
Treasury regulation ss. 301.6231(a)(7)1T. Initially, the Tax
Matters Person
shall be the Trust Administrator.
Telerate Page 3750: The display designated as page 3750 on Bridge
Telerate Service (or such other page as may replace page 3750 on
that service
for the purpose of displaying London interbank offered rates of
major banks).
70
Terminating
Entity:
SPS or the
entity
or
entities
designated
pursuant to Section 7.04(b) of the Agreement.
Termination
Date:
With regard to the Group 5
Interest
Rate Cap
Agreement,
the Group 5 Interest Rate Cap Agreement
Payment Date in September
2009.
Transferring Servicer:
As defined in Section 3.19 hereof.
Transferee
Affidavit
and
Agreement:
As
defined
in
Section 6.02(g)(i)(B).
Trigger Event: A Trigger Event will occur for any Distribution Date
if either (i) the Rolling Three Month Delinquency Rate as of the
last day of the
related Collection Period equals or exceeds 34.00% of the Group 5
Senior
Enhancement Percentage for such Distribution Date or (ii) the
cumulative
Realized Losses as a percentage of the Aggregate Group 5 Collateral
Balance on
the Closing Date for such Distribution Date is greater than the
percentage set
forth in the following table:
----------------------------------------------------------------
Range of Distribution Dates
Cumulative Loss Percentage
----------------------------------------------------------------
February 2008 - January 2009
1.00%*
----------------------------------------------------------------
February 2009 - January 2010
1.50%*
----------------------------------------------------------------
February 2010 - January 2011
1.75%*
----------------------------------------------------------------
February 2011 and thereafter
1.95%*
----------------------------------------------------------------
*
The cumulative loss percentages set forth above are applicable to
the first Distribution Date in the corresponding range of
Distribution Dates. The cumulative loss percentage for each
succeeding Distribution Date in a range increases incrementally by
1/12 of the positive difference between the percentage applicable
to
the first Distribution Date in that range and the percentage
applicable to the first Distribution Date in the succeeding range.
Trust:
The trust created pursuant to this Agreement.
Trust
Administrator:
Wells Fargo Bank,
N.A., a national banking
association,
not in its
individual
capacity,
but solely in its capacity as
Trust
Administrator
for the
benefit
of the
Certificateholders
under this
Agreement, and any successor thereto, as provided herein.
Trust Administrator Fee:
As specified in Section 10.05.
Trust
Administrator
Fee Rate:
As to each
Mortgage
Loan, a per
annum rate equal to 0.00%.
Trust Fund: The corpus of the trust created by this Agreement
consisting of (a) the Mortgage Loans, including all interest and
principal
received or receivable by the Depositor on or with respect to the
Mortgage Loans
after the Cut-off Date, but not including payments of principal and
interest due
and payable on the Mortgage Loans on or before the Cut-off Date,
together with
the Mortgage Files relating to the Mortgage Loans, (b) REO
Property, (c) the
Collection Account, the Certificate Account, the Prefunding
Accounts, the
Capitalized Interest Accounts and all amounts deposited therein
pursuant to the
applicable provisions of this Agreement, (d) any insurance policies
with respect
to the Mortgage Loans, (e) the Depositor's rights under the
Assignment and
Assumption Agreement, (f) all proceeds of the conversion, voluntary
or
involuntary, of any of the foregoing into cash or other liquid
property and (g)
the Trust's rights under the Interest Rate Cap Agreements.
Trust
Receipt
and
Final
Certification:
As
defined
in
Section 2.02(a).
71
Trust
Receipt
and
Initial
Certification:
As
defined
in
Section 2.02(a).
Trustee: HSBC Bank USA, National Association, a national banking
association, not in its individual capacity, but solely in its
capacity as
trustee for the benefit of the Certificateholders under this
Agreement, and any
successor thereto, as provided herein.
Trustee Mortgage File: The mortgage documents listed in Section
2.01
hereof pertaining to a particular Mortgage Loan and any additional
documents
required to be added to the Trustee Mortgage File pursuant to this
Agreement.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any Distribution Date, one month's interest at
the related
Uncertificated Pass-Through Rate for such Distribution Date,
accrued on the
Uncertificated Principal Balance or Uncertificated Notional Amount,
as
applicable, immediately prior to such Distribution Date.
Uncertificated Accrued
Interest for the Uncertificated Regular Interests shall accrue on
the basis of a
360-day year consisting of twelve 30-day months. For purposes of
calculating the
amount of Uncertificated Accrued Interest for the REMIC I Regular
Interests for
any Distribution Date, any Prepayment Interest Shortfalls (to the
extent not
covered by Compensating Interest) relating to the Group 1, Group 2,
Group 3 and
Group 4, Mortgage Loans for any Distribution Date shall be
allocated among the
REMIC I Regular Interests, pro rata, based on, and to the extent
of,
Uncertificated Accrued Interest, as calculated without application
of this
sentence. For purposes of calculating the amount of Uncertificated
Accrued
Interest for the REMIC II Regular Interests Y-5A and Z-5A for any
Distribution
Date, any Prepayment Interest Shortfalls (to the extent not covered
by
Compensating Interest) relating to the Group 5A Mortgage Loans for
any
Distribution Date shall be allocated to REMIC II Regular Interests
Y-5A and
Z-5A, pro rata according to the Uncertificated Accrued Interest
thereon
calculated without reference to this sentence of the definition of
Uncertificated Accrued Interest. For purposes of calculating the
amount of
Uncertificated Accrued Interest for the REMIC II Regular Interests
Y-5B and Z-5B
for any Distribution Date, any Prepayment Interest Shortfalls (to
the extent not
covered by Compensating Interest) relating to the Group 5B Mortgage
Loans for
any Distribution Date shall be allocated to the REMIC II Regular
Interests Y-5B
and Z-5B pro-rata according to the Uncertificated Accrued Interest
thereon
calculated without reference to this sentence of the definition of
Uncertificated Accrued Interest. For purposes of calculating the
amount of
Uncertificated Accrued Interest for the REMIC III Regular Interests
for any
Distribution Date, any Prepayment Interest Shortfalls (to the
extent not covered
by Compensating Interest) relating to the Group 1, Group 2, Group 3
and Group 4
Mortgage Loans for any Distribution Date shall be allocated among
the REMIC III
Regular Interests (other than the LT1, LT2, LT3, LT4, LT5, LT6,
LT7, LT8, LT9,
LT10, LT11, LT12, LT-Y5A, and LT-Y5B), pro rata, based on, and to
the extent of,
Uncertificated Accrued Interest, as calculated without application
of this
sentence, any Prepayment Interest Shortfalls (to the extent not
covered by
Compensating Interest) relating to the Group 5A Mortgage Loans for
any
Distribution Date shall be allocated among REMIC III Regular
Interests LT1, LT2,
LT3, LT4 and LT-Y5A, pro rata, based on, and to the extent of,
Uncertificated
Accrued Interest, as calculated without application of this
sentence, any
Prepayment Interest Shortfalls (to the extent not covered by
Compensating
Interest) relating to the Group 5B Mortgage Loans for any
Distribution Date
shall be allocated among REMIC III Regular Interests LT5, LT6, LT7,
LT8 and
LT-Y5B, pro rata, based on, and to the extent of, Uncertificated
Accrued
Interest, as calculated without application of this sentence.
Uncertificated
Accrued Interest on the REMIC IV Regular Interest 5-X-PO shall be
zero.
Uncertificated Accrued Interest on the REMIC IV Regular Interest
5-X-IO for each
Distribution Date shall equal Accrued Certificate Interest for the
Class 5-X
Certificates.
Uncertificated Notional Amount: With respect to the Class LT-IO
Regular Interest or the REMIC III Regular Interest IOL, its
notional amount
outstanding as of any date of determination.
72
Uncertificated Pass-Through Rate: For any REMIC I Regular Interest,
REMIC II Regular Interest or REMIC III Regular Interest, the per
annum rate set
forth or calculated in the manner described in the Preliminary
Statement under
"REMIC I", "REMIC II" or "REMIC III", respectively.
Uncertificated Principal Balance: The principal amount of any REMIC
I, REMIC II or REMIC III Regular Interest outstanding as of any
date of
determination. As of the Closing Date, the Uncertificated Principal
Balance of
each REMIC I, REMIC II and REMIC III Regular Interest shall equal
the amount set
forth in the Preliminary Statement hereto as its Initial
Uncertificated
Principal Balance under "REMIC I," "REMIC II" and "REMIC III"
respectively. On
each Distribution Date, the Uncertificated Principal Balance of
each REMIC I
Regular Interest, REMIC II Regular Interest and REMIC III Regular
Interest shall
be reduced, in the case of REMIC I Regular Interests, by the sum of
(i) the
principal portion of Realized Losses allocated to the REMIC I
Regular Interests
in accordance with the definition of REMIC I Realized Losses and
(ii) the
amounts deemed distributed on each Distribution Date in respect of
principal on
the REMIC I Regular Interests pursuant to Section 4.01(III)(a), in
the case of
REMIC II Regular Interests, by the sum of (i) the principal portion
of Realized
Losses allocated to the REMIC II Regular Interests in accordance
with the
definition of REMIC II Realized Losses and (ii) the amounts deemed
distributed
on each Distribution Date in respect of principal on the REMIC II
Regular
Interests pursuant to Section 4.01(III)(b), and, in the case of
REMIC III
Regular Interests, by the sum of (i) the principal portion of
Realized Losses
allocated to the REMIC III Regular Interests in accordance with the
definition
of REMIC III Realized Loss and (ii) the amounts deemed distributed
on each
Distribution Date in respect of principal on the REMIC III Regular
Interests
pursuant to Section 4.01(III)(c).
Uncertificated Regular Interest: Any of the REMIC I Regular
Interests, REMIC II Regular Interests and REMIC III Regular
Interests.
Undercollateralized Group:
As defined in Section 4.07(b).
Underwriter's
Exemption:
Prohibited
Transaction
Exemption
2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor
thereto),
or
any
substantially
similar
administrative
exemption
granted
by
the
U.S.
Department of Labor.
U.S. Bank: U.S. Bank National Association.
U.S. Bank Serviced Mortgage Loans: The Mortgage Loans identified as
such on the Mortgage Loan Schedule, for which U.S. Bank is the
applicable
Servicer.
U.S. Person: A citizen or resident of the United States, a
corporation, partnership or other entity treated as a corporation
or partnership
for federal income tax purposes created or organized in, or under
the laws of,
the United States, any State thereof or the District of Columbia,
or an estate
whose income from sources without the United States is includable
in gross
income for United States federal income tax purposes regardless of
its
connection with the conduct of a trade or business within the
United States, any
trust treated as a United States Person under Code Section
7701(a)(30).
Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of
the voting
provisions of this Agreement. At all times during the term of this
Agreement,
99% of all Voting Rights shall be allocated among the Class A
Certificates
(other than the Class 5-X and Residual Certificates), Class M
Certificates and
Class C-B Certificates. The portion of such 99% Voting Rights
allocated to each
of the Class A Certificates (other than the Class 5-X and Residual
Certificates), Class M Certificates and Class C-B Certificates
shall be based on
the fraction, expressed as a percentage, the numerator of which is
the Class
Principal Balance of each such Class then outstanding and the
denominator of
which is the aggregate Class Principal Balance of all such Classes
then
outstanding. At all times during the term of this Agreement, the
Class 5-X
Certificates shall be allocated 1% of the Voting Rights. Voting
Rights shall be
allocated among the Certificates within each Class in proportion to
their
respective outstanding Class Principal Balances or Class Notional
Amounts, as
applicable. The Class AR and Class AR-L Certificates shall have no
Voting
Rights.
73
Wells Fargo:
Wells Fargo Bank, N.A.
Wells Fargo Serviced Mortgage Loans: The Mortgage Loans identified
as such on the Mortgage Loan Schedule, for which Wells Fargo is the
applicable
Servicer, which Mortgage Loans shall include the LoanCity.com
Interim Serviced
Mortgage Loans, the NetBank Interim Serviced Mortgage Loans and the
Paul
Financial Interim Serviced Mortgage Loans that are transferred to
Wells Fargo at
the end of the Interim Servicing Period.
74
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01.
Conveyance of Trust Fund.
(a) The Depositor does hereby establish the Trust and sells,
transfers, assigns, delivers, sets over and otherwise conveys to
the Trustee in
trust for the benefit of the Certificateholders, without recourse,
the
Depositor's right, title and interest in and to (a) the Initial
Mortgage Loans
listed in the Mortgage Loan Schedule, including all interest and
principal
received or receivable by the Depositor on or with respect to the
Initial
Mortgage Loans after the Initial Cut-off Date and any Assigned
Prepayment
Premiums with respect thereto, but not including payments of
principal and
interest due and payable on the Initial Mortgage Loans on or before
the Initial
Cut-off Date, together with the Mortgage Files relating to the
Initial Mortgage
Loans, (b) REO Property, (c) the Collection Account, the
Certificate Account,
the Prefunding Accounts, the Capitalized Interest Accounts and all
amounts
deposited therein pursuant to the applicable provisions of this
Agreement, (d)
any insurance policies with respect to the Initial Mortgage Loans,
(e) the
Depositor's rights under the Assignment and Assumption Agreement
and (f) all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing
into cash or other liquid property.
(b) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be
delivered to a
Custodian for the benefit of the Certificateholders, the documents
and
instruments with respect to each Initial Mortgage Loan as assigned:
(i) (A) the original Mortgage Note bearing all intervening
endorsements and including any riders to the Mortgage Note,
endorsed "Pay to the
order of ________________, without recourse" and signed in the name
of the last
named endorsee by an authorized officer or (B) with respect to any
Lost Mortgage
Note, a lost note affidavit and indemnity from the Seller stating
that the
original Mortgage Note was lost or destroyed, (together with a copy
of such
Mortgage Note, if available) and indemnifying the Trust Fund
against any loss,
cost or liability resulting from the failure to deliver the
original Mortgage
Note;
(ii) the original of any guarantee executed in connection with the
Mortgage Note (if any);
(iii) for each Mortgage Loan that is not a MERS Mortgage Loan, the
original Mortgage, with evidence of recording thereon, or copies
certified by
the related recording office or if the original Mortgage has not
yet been
returned from the recording office, a copy certified by or on
behalf of the
Seller indicating that such Mortgage has been delivered for
recording (the
return directions for the original Mortgage should indicate, when
recorded, mail
to the Seller) and in the case of each MERS Mortgage Loan, the
original
Mortgage, noting the presence of the MIN of the related Mortgage
Loan and either
language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is
a MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination, the
original Mortgage and the assignment thereof to MERS, with evidence
of recording
indicated thereon or a copy of the Mortgage certified by the public
recording
office in which such Mortgage has been recorded;
75
(iv) the originals of all assumption, modification, consolidation
or extension agreements, (or, if an original of any of these
documents has not
been returned from the recording office, a copy thereof certified
by or on
behalf of the Seller, the original to be delivered to the Seller
forthwith after
return from such recording office) with evidence of recording
thereon, if any;
(v) for each Mortgage Loan that is not a MERS Mortgage Loan, the
original Assignment of Mortgage as appropriate, in recordable form,
for each
Mortgage Loan from the last assignee assigned in blank;
(vi) for each Mortgage Loan that was not a MERS Mortgage Loan at
its origination, the originals of any intervening recorded
Assignments of
Mortgage, showing a complete chain of assignment from origination
to the last
assignee, including warehousing assignments, with evidence of
recording thereon
(or, if an original intervening Assignment of Mortgage has not been
returned
from the recording office, a copy thereof certified by or on behalf
of the
Seller, the original to be de
