Execution Copy
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor,
DLJ MORTGAGE CAPITAL, INC.,
Seller,
XXXXX FARGO BANK, N.A.,
Master Servicer, Servicer, Back-Up Servicer and Trust Administrator,
SELECT PORTFOLIO SERVICING, INC.,
Servicer and Special Servicer,
JPMORGAN CHASE BANK, N.A.,
OCWEN LOAN SERVICING, LLC
Servicers,
and
U.S. BANK NATIONAL ASSOCIATION,
Trustee
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 1, 2005
relating to
ADJUSTABLE RATE MORTGAGE TRUST 2005-11
ADJUSTABLE RATE MORTGAGE-BACKED PASS-THROUGH CERTIFICATES,
SERIES 2005-11
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..................................................................8
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES................60
SECTION 2.01. Conveyance of Trust Fund..............................................60
SECTION 2.02. Acceptance by the Trustee.............................................64
SECTION 2.03. Representations and Warranties of the Seller,
Master Servicer and Servicers........................................66
SECTION 2.04. Representations and Warranties of the Depositor as
to the Mortgage Loans................................................68
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.......68
SECTION 2.06. Issuance of Certificates..............................................68
SECTION 2.07. REMIC Provisions......................................................69
SECTION 2.08. Covenants of the Master Servicer and each Servicer....................74
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............................75
SECTION 3.01. Servicers to Service Mortgage Loans...................................75
SECTION 3.02. Subservicing; Enforcement of the Obligations of Subservicers..........77
SECTION 3.03. Master Servicing by Master Servicer...................................79
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.........................79
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts;
Certificate Account..................................................80
SECTION 3.06. Establishment of and Deposits to Escrow Accounts;
Permitted Withdrawals from
Escrow Accounts; Payments of Taxes, Insurance and Other Charges......83
SECTION 3.07. Access to Certain Documentation and Information Regarding the
Non-Designated Mortgage Loans; Inspections...........................85
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and
Certificate Account..................................................85
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance
and Mortgage Guaranty Insurance Policy; Claims; Restoration of
Mortgaged Property...................................................87
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.............90
SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain
Mortgage Loans.......................................................92
SECTION 3.12. Trustee and Trust Administrator to Cooperate;
Release of Mortgage Files............................................95
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be
Held for the Trust...................................................96
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.....................97
SECTION 3.15. Access to Certain Documentation.......................................97
SECTION 3.16. Annual Statement as to Compliance.....................................98
SECTION 3.17. Annual Independent Public Accountants' Servicing Statement;
Financial Statements.................................................98
SECTION 3.18. Maintenance of Fidelity Bond and Errors and Omissions Insurance......100
SECTION 3.19. Special Serviced Mortgage Loans......................................100
SECTION 3.20. Indemnification of Servicers and Master Servicer.....................101
SECTION 3.21. Notification of Adjustments..........................................101
SECTION 3.22. Designated Mortgage Loans............................................101
SECTION 3.23. Assigned Prepayment Premiums.........................................103
ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS................................104
SECTION 4.01. Priorities of Distribution...........................................104
SECTION 4.02. Allocation of Losses.................................................112
SECTION 4.03. Recoveries...........................................................113
SECTION 4.04. Reserved.............................................................114
SECTION 4.05. Monthly Statements to Certificateholders.............................114
SECTION 4.06. Servicer to Cooperate................................................114
SECTION 4.07. Cross-Collateralization; Adjustments to Available Funds..............115
SECTION 4.08. Reserved.............................................................116
SECTION 4.09. Reserved.............................................................116
SECTION 4.10. Group 5 Interest Rate Cap Account....................................116
ARTICLE V ADVANCES BY THE MASTER SERVICER AND SERVICERS..............................118
SECTION 5.01. Advances by the Master Servicer and Servicers........................118
ARTICLE VI THE CERTIFICATES...........................................................119
SECTION 6.01. The Certificates.....................................................119
SECTION 6.02. Registration of Transfer and Exchange of Certificates................120
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates....................125
SECTION 6.04. Persons Deemed Owners................................................125
SECTION 6.05. Access to List of Certificateholders' Names and Addresses............125
SECTION 6.06. Maintenance of Office or Agency......................................125
SECTION 6.07. Book Entry Certificates..............................................126
SECTION 6.08. Notices to Clearing Agency...........................................126
SECTION 6.09. Definitive Certificates..............................................127
ARTICLE VII THE DEPOSITOR, THE SELLER, THE MASTER SERVICER, THE SERVICERS AND
THE SPECIAL SERVICER.................................................128
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer,
the Back-Up Servicer, the Servicers and the Special Servicer........128
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the
Back-Up Servicer, the Master Servicer, the Servicers
or the Special Servicer.............................................128
SECTION 7.03. Limitation on Liability of the Seller, the Depositor, the Master
Servicer, the Back-Up Servicer, the Servicers, the Special
Servicer and Others.................................................129
SECTION 7.04. Master Servicer and Servicer Not to Resign; Transfer of Servicing....129
SECTION 7.05. Master Servicer, Seller and Servicers May Own Certificates...........130
SECTION 7.06. Termination of Duties of the Back-Up Servicer........................130
ARTICLE VIII DEFAULT....................................................................131
SECTION 8.01. Events of Default....................................................131
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of
Successor...........................................................134
SECTION 8.03. Notification to Certificateholders...................................136
SECTION 8.04. Waiver of Events of Default..........................................136
ARTICLE IX CONCERNING THE TRUSTEE.....................................................137
SECTION 9.01. Duties of Trustee....................................................137
SECTION 9.02. Certain Matters Affecting the Trustee................................138
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans................139
SECTION 9.04. Trustee May Own Certificates.........................................140
SECTION 9.05. Trustee's Fees and Expenses..........................................140
SECTION 9.06. Eligibility Requirements for Trustee.................................140
SECTION 9.07. Resignation and Removal of Trustee...................................141
SECTION 9.08. Successor Trustee....................................................141
SECTION 9.09. Merger or Consolidation of Trustee...................................142
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee........................142
SECTION 9.11. Office of the Trustee................................................143
ARTICLE X CONCERNING THE TRUST ADMINISTRATOR.........................................144
SECTION 10.01. Duties of Trust Administrator........................................144
SECTION 10.02. Certain Matters Affecting the Trust Administrator....................145
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans....147
SECTION 10.04. Trust Administrator May Own Certificates.............................147
SECTION 10.05. Trust Administrator's Fees and Expenses..............................147
SECTION 10.06. Eligibility Requirements for Trust Administrator.....................148
SECTION 10.07. Resignation and Removal of Trust Administrator.......................148
SECTION 10.08. Successor Trust Administrator........................................149
SECTION 10.09. Merger or Consolidation of Trust Administrator.......................150
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust
Administrator.......................................................150
SECTION 10.11. Office of the Trust Administrator....................................151
SECTION 10.12. Tax Return...........................................................151
SECTION 10.13. Commission Reporting.................................................151
SECTION 10.14. Determination of Certificate Index...................................154
ARTICLE XI TERMINATION................................................................155
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans.......155
SECTION 11.02. Determination of the Terminating Entity..............................157
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale......158
SECTION 11.04. Additional Termination Requirements..................................159
ARTICLE XII MISCELLANEOUS PROVISIONS...................................................161
SECTION 12.01. Amendment............................................................161
SECTION 12.02. Recordation of Agreement; Counterparts...............................163
SECTION 12.03. Governing Law........................................................163
SECTION 12.04. Intention of Parties.................................................163
SECTION 12.05. Notices..............................................................164
SECTION 12.06. Severability of Provisions...........................................165
SECTION 12.07. Limitation on Rights of Certificateholders...........................165
SECTION 12.08. Certificates Nonassessable and Fully Paid............................166
SECTION 12.09. Protection of Assets.................................................166
SECTION 12.10. Non-Solicitation.....................................................167
ARTICLE XIII SPS AND THE MASTER SERVICER................................................168
SECTION 13.01. Reports and Notices..................................................168
SECTION 13.02. Master Servicer's Oversight With Respect to the SPS Mortgage Loans...169
SECTION 13.03. Termination..........................................................169
SECTION 13.04. Liability and Indemnification........................................169
SECTION 13.05. Confidentiality......................................................170
EXHIBITS
Exhibit A: Form of Class A Certificate..........................................A-1
Exhibit B: Form of Class M Certificate..........................................B-1
Exhibit C: Form of Class B Certificate..........................................C-1
Exhibit D-1: Form of Class AR Certificate.......................................D-1-1
Exhibit D-2: Form of Class AR-L Certificate.....................................D-2-1
Exhibit E: Form of Class P Certificate..........................................E-1
Exhibit F: Form of Class X Certificate..........................................F-1
Exhibit G: Form of Reverse of Certificates......................................G-1
Exhibit H: Form of Servicer Information.........................................H-1
Exhibit I: Form of Trust Receipt and Initial Certification......................I-1
Exhibit J: Form of Trust Receipt and Final Certification........................J-1
Exhibit K: Form of Request for Release..........................................K-1
Exhibit L: Form of Transferor Certificate.......................................L-1
Exhibit M-1: Form of Investment Letter..........................................M-1-1
Exhibit M-2: Form of Rule 144A Letter...........................................M-2-1
Exhibit N: Form of Investor Transfer Affidavit and Agreement....................N-1
Exhibit O: Form of Transfer Certificate.........................................O-1
Exhibit P: Form of SPS Mortgage Loans Report..................................P-1-1
Exhibit Q: Form of Foreclosure Settlement Statement.............................Q-1
Exhibit R: [Reserved]...........................................................R-1
Exhibit S: Form of Monthly Statement to Certificateholders......................S-1
Exhibit T: Form of Depositor Certification .....................................T-1
Exhibit U: Form of Trust Administrator Certification ...........................U-1
Exhibit V-1: Form of Master Servicer Certification .............................V-1-1
Exhibit V-2: Form of Servicer Certification ....................................V-2-1
Exhibit W: Form of Certification Regarding Substitution of Defective Mortgage Loans
W-1
SCHEDULES
Schedule I: Mortgage Loan Schedule...............................................I-1
Schedule IIA: Representations and Warranties of Seller - DLJMC...................IIA-1
Schedule IIB: Representations and Warranties of Master Servicer - Xxxxx Fargo....IIB-1
Schedule IIC: Representations and Warranties of Servicer and Special Servicer - SPSIIC-1
Schedule IID: Representations and Warranties of Servicer - Xxxxx Fargo...........IID-1
Schedule IIE: Representations and Warranties of Servicer - JPMorgan..............IIE-1
Schedule IIF: Representations and Warranties of Servicer - Ocwen.................IIF-1
Schedule III: Representations and Warranties of DLJMC - Mortgage Loans...........III-1
APPENDICES
Appendix A: Calculation of Class Y Principal Reduction Amounts .........Appendix A-1
-80-
-1-
THIS POOLING AND SERVICING AGREEMENT, dated as of October 1, 2005, is hereby executed by and
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as depositor (the "Depositor"), DLJ MORTGAGE
CAPITAL, INC. ("DLJMC"), as seller (in such capacity, the "Seller"), XXXXX FARGO BANK, N.A., as master
servicer (in such capacity, the "Master Servicer"), as a servicer (in such capacity, a "Servicer"), as
back-up servicer (in such capacity, the "Back-Up Servicer") and as trust administrator (in such capacity, the
"Trust Administrator"), SELECT PORTFOLIO SERVICING, INC. ("SPS"), as a servicer (in such capacity, a
"Servicer"), and as special servicer (in such capacity, the "Special Servicer"), JPMORGAN CHASE BANK, N.A., as
a servicer (in such capacity, a "Servicer"), OCWEN LOAN SERVICING, LLC, as a servicer (in such capacity, a
"Servicer"), and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the "Trustee"). Capitalized
terms used in this Agreement and not otherwise defined will have the meanings assigned to them in Article I
below.
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund (other than the Trust's rights under the
Group 5 Interest Rate Cap Agreement) that is hereby conveyed to the Trustee in return for the Certificates.
The Trust Fund (exclusive of any entitlement to Assigned Prepayment Premiums, the Group 5 Interest Rate Cap
Agreement and the assets held in the Group 5 Interest Rate Cap Account) for federal income tax purposes shall
consist of three REMICs (referred to as "REMIC I," "REMIC II" and "REMIC III").
REMIC I
As provided herein, the Trust Administrator will make an election to treat the segregated pool of
assets consisting of the Group 1, Group 2, Group 3 and Group 4 Mortgage Loans and certain other related
assets (exclusive of any entitlement to Assigned Prepayment Premiums) subject to this Agreement as a real
estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC I." Component I of the Class AR-L Certificates will represent the sole
Class of "residual interests" in REMIC I for purposes of the REMIC Provisions (as defined herein) under
federal income tax law. The following table irrevocably sets forth the designation, remittance rate (the
"Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each of the
"regular interests" in REMIC I (the "REMIC I Regular Interests") and the Class Principal Balance of
Component I of the Class AR-L Certificates. The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest
shall be the Maturity Date. None of the REMIC I Regular Interests will be certificated.
Class Designation Initial
for each REMIC I
Regular Interest Uncertificated Uncertificated
and Component I of REMIC I Principal
the Class AR-L Type of Pass-Through Balance or Class
Certificates Interest Rate Principal Balance Final Maturity Date*
Class Y-1 Regular Variable(1) $ February 2036
18,521.77
Class Y-2 Regular Variable(2) $ February 2036
88,435.05
Class Y-3 Regular Variable(3) $ February 2036
48,372.37
Class Y-4 Regular Variable(4) $ February 2036
179,757.45
Class Z-1 Regular Variable(1) $ 37,025,013.74 February 2036
Class Z-2 Regular Variable(2) $ 176,781,667.04 February 2036
Class Z-3 Regular Variable(3) $ 96,702,030.63 February 2036
Class Z-4 Regular Variable(4) $ 359,356,168.50 February 2036
Component I of the Residual Variable(1) $ February 2036
Class AR-L 50.00
--------------------
* The Distribution Date in the specified month, which is the month following the month the
latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax
purposes, for each Class of REMIC I Regular and Residual Interests, the "latest possible
maturity date" shall be the Final Maturity Date.
(1) Interest distributed to the REMIC I Regular Interests Y-1 and Z-1 and Component I of the
Class AR-L Certificates on each Distribution Date will have accrued at the weighted
average of the Net Mortgage Rates for the Group 1 Loans on the applicable Uncertificated
Principal Balance or Class Principal Balance outstanding immediately before such
Distribution Date.
(2) Interest distributed to the REMIC I Regular Interests Y-2 and Z-2 on each
Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for
the Group 2 Loans on the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date.
(3) Interest distributed to the REMIC I Regular Interests Y-3 and Z-3 on each
Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for
the Group 3 Loans on the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date.
(4) Interest distributed to the REMIC I Regular Interests Y-4 and Z-4 on each
Distribution Date will have accrued at the weighted average of the Net Mortgage Rates for
the Group 4 Loans on the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date.
REMIC II
As provided herein, the Trust Administrator will make an election to treat the segregated pool of
assets consisting of the Group 5 Mortgage Loans and certain other related assets (exclusive of any
entitlement to Assigned Prepayment Premiums, the Group 5 Interest Rate Cap Agreement and the assets held in
the Group 5 Interest Rate Cap Account) subject to this Agreement as a real estate mortgage investment conduit
(a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated as
"REMIC II." Component II of the Class AR-L Certificates will represent the sole Class of "residual interests"
in REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The
following table irrevocably sets forth the designation, remittance rate (the "Uncertificated REMIC II
Pass-Through Rate") and initial Uncertificated Principal Balance for each of the "regular interests" in
REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest
shall be the Maturity Date. None of the REMIC II Regular Interests will be certificated.
Initial
Class Designation Uncertificated
for each REMIC II -----------------
Regular Interest Uncertificated Principal
and Component II REMIC II Balance or
of the Class AR-L Type of Pass-Through Class Principal
Certificates Interest Rate Balance Final Maturity Date*
Class LT-1 Regular Variable(1) $ 357,555,926.25 February 2036
Class LT-2 Regular Variable(1) $ February 2036
10,185.72
Class LT-3 Regular 0.00% $ February 2036
25,576.01
Class LT-4 Regular Variable(2) $ February 2036
25,576.01
Component II of Residual N/A $ February 2036
the Class AR-L 0.00
--------------------
* The Distribution Date in the specified month, which is the month following the month the
latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax
purposes, for each Class of REMIC II Regular and Residual Interests, the "latest
possible maturity date" shall be the Final Maturity Date.
(1) Interest distributed to the REMIC II Regular Interests LT-1 and LT-2 on each
Distribution Date will have accrued at the weighted average of the Net Mortgage Rates
for the Group 5 Loans on the applicable Uncertificated Principal Balance outstanding
immediately before such Distribution Date
(2) Interest distributed to the REMIC II Regular Interest LT-4 on each Distribution Date
will have accrued at twice the weighted average of the Net Mortgage Rates for the
Group 5 Loans on the applicable Uncertificated Principal Balance outstanding immediately
before such Distribution Date.
REMIC III
As provided herein, the Trust Administrator will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as REMIC III. The Class AR Certificates will
represent the sole Class of "residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table and the footnotes that follow irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Class Principal Balance, and certain other features for
each Class of Certificates comprising the interests representing "regular interests" in REMIC III and the
Class AR Certificates. The "latest possible maturity date" (determined solely for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III Regular Certificates shall be
the Maturity Date.
Integral
Class Multiples
Principal Pass-Through Minimum in Excess
Class Balance Rate (per annum) Denomination of Minimum
Class 1-A-1 $ 31,090,000.00 Variable(1) $25,000 $1
Class 1-A-2 $ 3,453,000.00 Variable(1) $25,000 $1
Class 2-A-1-1 $ 27,550,000.00 Variable(2) $25,000 $1
Class 2-A-1-2 $ 19,420,000.00 Variable(2) $25,000 $1
Class 2-A-2 $ 17,580,000.00 Variable(2) $25,000 $1
Class 2-A-3 $ 20,380,000.00 Variable(2) $25,000 $1
Class 2-A-4-1 $ 56,000,000.00 Variable(2) $25,000 $1
Class 2-A-4-2 $ 24,000,000.00 Variable(2) $25,000 $1
Class 3-A-1 $ 90,220,000.00 Variable(3) $25,000 $1
Class 4-A-1 $312,635,000.00 Variable(4) $25,000 $1
Class 4-A-2 $ 22,632,000.00 Variable(4) $25,000 $1
Class 5-A-1 $295,775,000.00 Variable(5) $25,000 $1
Class 5-A-2 $ 32,875,000.00 Variable(6) $25,000 $1
Class 5-M-1 $ 12,155,000.00 Variable(7) $25,000 $1
Class 5-M-2 $ 7,870,000.00 Variable(8) $25,000 $1
Class 5-M-3 $ 5,360,000.00 Variable(9) $25,000 $1
Class 5-M-4 $ 1,790,000.00 Variable(10) $25,000 $1
Class 5-M-5 $ 1,792,000.00 Variable(11) $25,000 $1
Class C-B-1 $ 20,105,000.00 Variable(12) $25,000 $1
Class C-B-2 $ 8,380,000.00 Variable(12) $25,000 $1
Class C-B-3 $ 6,700,000.00 Variable(12) $25,000 $1
Class C-B-4 $ 3,350,000.00 Variable(12) $25,000 $1
Class C-B-5 $ 4,020,000.00 Variable(12) $25,000 $1
Class C-B-6 $ 2,684,916.55 Variable(12) $25,000 $1*
Class 5-X $ Variable(14) (15) N/A
263.98(13)
Class P (16) N/A (17) N/A
Class AR $ N/A (18) N/A
0.00
_______________
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* Except for one certificate of the Class C-B-6 Certificates which shall contain any stub piece of less
than $1.
(1) With respect to each Distribution Date, the Pass-Through Rate for the Class 1-A-1 and Class 1-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate for Loan Group 1 for that Distribution
Date.
(2) With respect to each Distribution Date, the Pass-Through Rate for the Class Class 2-A-1-1,
Class 2-A-1-2, Class 2-A-2, Class 2-A-3, Class 2-A-4-1 and Class 2-A-4-2 Certificates shall be a per annum
rate equal to the Net WAC Rate for Loan Group 2 for that Distribution Date.
(3) With respect to each Distribution Date, the Pass-Through Rate for the Class 3-A-1 Certificates shall
be a per annum rate equal to the Net WAC Rate for Loan Group 3 for that Distribution Date.
(4) With respect to each Distribution Date, the Pass-Through Rate for the Class 4-A-1 and Class 4-A-2
Certificates shall be a per annum rate equal to the Net WAC Rate for Loan Group 4 for that Distribution
Date.
(5) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-A-1 Certificates is
4.3510% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-A-1 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(6) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-A-2 Certificates is
4.4110% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-A-2-1
Certificates shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate
Index and the applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and
(c) 11.00%.
(7) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-M-1 Certificates is
4.5510% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-M-1 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(8) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-M-2 Certificates is
4.7310% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-M-2 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(9) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-M-3 Certificates is
5.3810% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-M-3 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(10) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-M-4 Certificates is
5.9810% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-M-4 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(11) The Pass-Through Rate for the November 2005 Distribution Date for the Class 5-M-5 Certificates is
6.2810% per annum. After such Distribution Date, the Pass-Through Rate for the Class 5-M-5 Certificates
shall be a per annum rate equal to the least of (a) the sum of the applicable Certificate Index and the
applicable Certificate Margin for such Distribution Date, (b) the Net Funds Cap and (c) 11.00%.
(12) With respect to each Distribution Date, the Pass-Through Rate for the Class C-B-1, Class C-B-2,
Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates shall be a per annum rate equal to the
quotient, expressed as a percentage of (a) the sum of (i) the product of (x) the Net WAC Rate of Loan
Group 1 for that Distribution Date and (y) the Subordinate Component Balance for Loan Group 1 immediately
prior to such Distribution Date, (ii) the product of (x) the Net WAC Rate of Loan Group 2 for that
Distribution Date and (y) the Subordinate Component Balance for Loan Group 2 immediately prior to such
Distribution Date, (iii) the product of (x) the Net WAC Rate of Loan Group 3 for that Distribution Date
and (y) the Subordinate Component Balance for Loan Group 3 immediately prior to such Distribution Date
and (iv) the product of (x) the Net WAC Rate of Loan Group 4 for that Distribution Date and (y) the
Subordinate Component Balance for Loan Group 4 immediately prior to such Distribution Date, divided by
(b) the aggregate of the Subordinate Component Balances for Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4 immediately prior to such Distribution Date.
(13) The Class 5-X Certificates will not accrue interest on their Class Principal Balance. The Class 5-X
Certificates accrue interest on the Class 5-X Notional Amount.
(14) The Class 5-X Certificates will be comprised of two REMIC III regular interests, a principal only
regular interest designated 5-X-PO and an interest only regular interest designated 5-X-IO, which will be
entitled to distributions as set forth herein. On each Distribution Date, the Class 5-X Certificates
shall be entitled to the Class 5-X Distributable Amount. With respect to any Distribution Date, interest
accrued on the Class 5-X Certificates during the related Accrual Period shall equal interest at the
related Pass-Through Rate on the Class 5-X Notional Amount immediately prior to such Distribution Date,
in each case reduced by any interest shortfalls with respect to the Mortgage Loans in the related Loan
Group including Prepayment Interest Shortfalls to the extent not covered by Compensating Interest
Payments. The Pass-Through Rate for the Class 5-X Certificates or the REMIC III Regular Interest 5-X-IO
for any Distribution Date shall equal a per annum rate equal to the percentage equivalent of a fraction,
the numerator of which is the product of (a) 30 and (b) the sum of the amounts calculated pursuant to
clauses (i) through (iv) below, and the denominator of which is the product of (a) the actual number of
days in the related Accrual Period and (b) the aggregate principal balance of the REMIC II Regular
Interests LT1, LT2, LT3 and LT4. For purposes of calculating the Pass-Through Rate for the Class 5-X
Certificates, the numerator is equal to the sum of the following components:
(i)the Uncertificated Pass-Through Rate for REMIC II Regular Interests LT1 minus the Marker Rate,
applied to a notional amount equal to the aggregate Uncertificated Principal Balance of REMIC II
Regular Interests LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular
Interest LT2; and
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the Marker
Rate, applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest LT4.
Accrued interest on the Class 5-X Certificates shall accrue on the basis of a 360-day year and the actual
number of days in the related Accrual Period. Payments to any Class of Group 5 Certificates in respect
of Basis Risk Shortfalls from the Group 5 Available Distribution Amount shall be deemed to have first
been distributed from REMIC III to the holders of the Class 5-X Certificates in respect of the
Class 5-X-IO REMIC III Regular Interest and then paid by such holders to such Class of Group 5
Certificates.
(15) The Class 5-X Certificates will be issued in certificated, fully-registered form in minimum
denominations of 20% of the Percentage Interest therein and increments of 10% in excess thereof.
(16) The Class P Certificates will not have a Class Principal Balance. The Class P Certificates shall have
an initial notional balance of $1,027,817,280.53 and will be entitled to distributions of Assigned
Prepayment Premiums only. Such entitlement shall not be an interest in any REMIC created hereunder.
(17) The Class P Certificates will be issued in certificated, fully-registered form in minimum
denominations of 20% of the Percentage Interest therein and increments of 10% in excess thereof.
(18) The Class AR Certificates are issued in minimum Percentage Interests of 20%.
For the avoidance of doubt, the Trust Administrator shall account for any interest amount due
to a Certificateholder in excess of the interest rate on the REMIC Regular Interest issued by REMIC III
corresponding to such Certificate as part of the payment made to the Class 5-X Certificates, to the extent it
is entitled to funds from the REMIC, and then paid outside of the REMIC pursuant to a separate contractual
right to such Certificateholder.
The foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loans to
flow through to REMIC III as cash flow on a REMIC Regular Interest, without creating any shortfall-actual or
potential (other than for credit losses) to any REMIC Regular Interest. To the extent that the structure is
believed to diverge from such intention the Trust Administrator shall resolve ambiguities to accomplish such
result and shall to the extent necessary rectify any drafting errors or seek clarification to the structure
without Certificateholder approval (but with guidance of counsel) to accomplish such intention.
Set forth below are designations of Classes of Certificates to the categories used herein:
Book-Entry Certificates...... All Classes of Certificates other than the Physical
Certificates.
Class A Certificates......... The Group 1, Group 2, Group 3, Group 4 and Group 5 Senior
Certificates.
Class C-B Certificates....... The Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4,
Class C-B-5 and Class C-B-6 Certificates.
Class M Certificates......... The Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and
Class 5-M-5 Certificates.
ERISA-Restricted Certificates Residual Certificates and Private Certificates; and any
Certificates that do not satisfy the applicable ratings
requirement under the Underwriter's Exemption.
Group 1 Certificates......... The Class 1-A-1, Class 1-A-2 and Residual Certificates.
Group 2 Certificates......... The Class 2-A-1-1, Class 2-A-1-2, Class 2-A-2, Class 2-A-3,
Class 2-A-4-1 and Class 2-A-4-2 Certificates.
Group 3 Certificates......... The Class 3-A-1 Certificates.
Group 4 Certificates......... The Class 4-A-1 and Class 4-A-2 Certificates.
Group 5 Certificates......... The Group 5 Senior Certificates, Class 5-X Certificates and
Class M Certificates.
Group 5 Senior Certificates.. The Class 5-A-1 and Class 5-A-2 Certificates.
LIBOR Certificates........... The Group 5 Senior Certificates and Class M Certificates.
Notional Amount Certificates. The Class 5-X Certificates.
Offered Certificates......... All Classes of Certificates other than the Private
Certificates.
Private Certificates......... The Class C-B-4, Class C-B-5, Class C-B-6, Class 5-X and
Class P Certificates.
Physical Certificates........ The Residual Certificates and the Private Certificates.
Rating Agencies.............. Xxxxx'x, S&P and DBRS.
Regular Certificates......... All Classes of Certificates other than the Residual
Certificates.
Residual Certificates........ The Class AR and Class AR-L Certificates.
Senior Certificates.......... The Class A Certificates.
Subordinate Certificates..... The Class M, Class C-B and Class 5-X Certificates.
All covenants and agreements made by the Depositor herein are for the benefit and security of
the Certificateholders. The Depositor is entering into this Agreement, and the Trustee is accepting the
trusts created hereby and thereby, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.
The parties hereto intend to effect an absolute sale and assignment of the Mortgage Loans to
the Trustee for the benefit of Certificateholders under this Agreement. However, the Depositor and the
Seller will hereunder absolutely assign and, as a precautionary matter grant a security interest, in and to
its rights, if any, in the related Mortgage Loans to the Trustee on behalf of Certificateholders to ensure
that the interest of the Certificateholders hereunder in the Mortgage Loans is fully protected.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the Depositor, the Seller, the
Master Servicer, the Servicers, the Special Servicer, the Trustee and the Trust Administrator agree as
follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
1933 Act: The Securities Act of 1933, as amended.
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans of the same type as such
Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
Accrual Period: For any interest bearing Class of Certificates, other than the LIBOR
Certificates, and any Distribution Date, the calendar month immediately preceding such Distribution Date and
with respect to the LIBOR Certificates, the period beginning on the immediately preceding Distribution Date
(or the Closing Date, in the case of the first Accrual Period) and ending on the day immediately preceding
such Distribution Date.
Advance: With respect to any Non-Designated Mortgage Loan and any Distribution Date, any
payment required to be made by a Servicer or the Master Servicer, as applicable, with respect to such
Distribution Date pursuant to Section 5.01.
With respect to any IndyMac Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by (i) IndyMac with respect to the Remittance Date (as defined in the IndyMac Underlying
Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the IndyMac
Underlying Servicing Agreement or (ii) the Master Servicer with respect to such Distribution Date pursuant to
Section 3.22(b) of this Agreement.
With respect to any GMAC Mortgage Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by (i) GMAC Mortgage with respect to the Remittance Date (as defined in the GMAC Mortgage
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the GMAC
Mortgage Underlying Servicing Agreement or (ii) the Master Servicer with respect to such Distribution Date
pursuant to Section 3.22(b) of this Agreement.
With respect to any Countrywide Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by (i) Countrywide with respect to the Remittance Date (as defined in the Countrywide
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Subsection 11.19 of
Exhibit 9 of the Countrywide Underlying Servicing Agreement or (ii) the Master Servicer with respect to such
Distribution Date pursuant to Section 3.22(b) of this Agreement.
With respect to any EverBank Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by (i) EverBank with respect to the Remittance Date (as defined in the EverBank
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the
EverBank Underlying Servicing Agreement or (ii) the Master Servicer with respect to such Distribution Date
pursuant to Section 3.22(b) of this Agreement.
With respect to any First Horizon Serviced Mortgage Loan and any Distribution Date, the payment
required to be made by (i) First Horizon with respect to the Remittance Date (as defined in the First Horizon
Underlying Servicing Agreement) in the month of such Distribution Date pursuant to Section 5.03 of the First
Horizon Underlying Servicing Agreement or (ii) the Master Servicer with respect to such Distribution Date
pursuant to Section 3.22(b) of this Agreement.
Adverse REMIC Event: As defined in Section 2.07(f).
Adjustment Date: With respect to each Mortgage Loan, each adjustment date on which the
Mortgage Rate thereon changes pursuant to the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each such Mortgage Loan is set forth in the Mortgage Loan Schedule.
Aggregate Groups 1-4 Collateral Balance: With respect to any date of determination, will be
equal to the sum of the Aggregate Loan Group Balances for Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 as of such date of determination.
Aggregate Loan Group Balance: With respect to any Loan Group and as of any date of
determination, will be equal to the aggregate Stated Principal Balance of the Mortgage Loans in such Loan
Group as of the first day of the month of such date of determination.
Agreement: This Pooling and Servicing Agreement and all amendments or supplements hereto.
Ancillary Income: All income derived from the Non-Designated Mortgage Loans, other than
Servicing Fees and Master Servicing Fees, including but not limited to, late charges, fees received with
respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees,
optional insurance administrative fees and all other incidental fees and charges. Ancillary Income does not
include any Assigned Prepayment Premiums.
Applied Loss Amount: With respect to any Distribution Date, with respect to the Group 5
Certificates, the excess, if any, of (i) the aggregate Class Principal Balances of the Group 5 Certificates
(other than the related Notional Amount Certificates), after giving effect to all Realized Losses with
respect to the Mortgage Loans in Loan Group 5 during the Collection Period for such Distribution Date and
payments of principal on such Distribution Date over (ii) the Aggregate Loan Group Balance for Loan Group 5
for such Distribution Date.
Appraised Value: The appraised value of the Mortgaged Property based upon the appraisal made
for the originator at the time of the origination of the related Mortgage Loan or the sales price of the
Mortgaged Property at the time of such origination, whichever is less, or (i) with respect to any Mortgage
Loan that represents a refinancing other than a Streamlined Mortgage Loan, the lower of the appraised value
at origination or the appraised value of the Mortgaged Property based upon the appraisal made at the time of
such refinancing and (ii) with respect to any Streamlined Mortgage Loan, the appraised value of the Mortgaged
Property based upon the appraisal made in connection with the origination of the mortgage loan being
refinanced.
Assigned Prepayment Premium: Any Prepayment Premium on a Xxxxx Fargo Serviced Mortgage Loan,
any Prepayment Premium on a SPS Serviced Mortgage Loan and any other Prepayment Premium on deposit in the
Certificate Account.
Assignment and Assumption Agreement: That certain assignment and assumption agreement dated as
of October 1, 2005, by and between DLJ Mortgage Capital, Inc., as assignor, and the Depositor, as assignee,
relating to the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the assignment or
mortgage of the related Proprietary Lease from the Mortgagor to the originator of the Cooperative Loan.
Available Distribution Amount: With respect to any Distribution Date and each of Group 1,
Group 2, Group 3 and Group 4 the sum of:
(i).....all amounts in respect of Scheduled Payments (net of the related Expense Fees) due on the related Due
Date and received prior to the related Determination Date on the related Mortgage Loans, together with
any Advances in respect thereof;
(ii) all Insurance Proceeds (to the extent not applied to the restoration of the Mortgaged Property or
released to the Mortgagor in accordance with the applicable Servicer's Accepted Servicing Standards),
all Liquidation Proceeds received during the calendar month preceding the month of that Distribution
Date on the related Mortgage Loans, in each case net of unreimbursed Liquidation Expenses incurred
with respect to such Mortgage Loans;
(iii) all Principal Prepayments received during the related Prepayment Period on the related Mortgage Loans,
excluding Prepayment Premiums;
(iv) amounts received with respect to such Distribution Date as the Substitution Adjustment Amount or
Purchase Price in respect of a Mortgage Loan in the related Loan Group repurchased by the Seller,
purchased by a Holder of a Subordinate Certificate pursuant to Section 3.11(f) or purchased by the
Special Servicer pursuant to Section 3.11(g) as of such Distribution Date;
(v) any amounts payable as Compensating Interest Payments by a Servicer with respect to the related
Mortgage Loans on such Distribution Date;
(vi) all Recoveries, if any; and
(vii) the portion of the Mortgage Loan Purchase Price related to such Loan Group paid in connection with an
Optional Termination up to the amount of the Par Value for such Loan Group;
in the case of clauses (i) through (iv) above reduced by amounts in reimbursement for Advances previously
made and other amounts as to which the Trustee, the Trust Administrator, a Servicer or the Master Servicer is
entitled to be reimbursed pursuant to Section 3.08 in respect of the related Mortgage Loans or otherwise.
Back-Up Servicer: Xxxxx Fargo Bank, National Association, acting in its capacity as back-up
servicer for the SPS Serviced Loans hereunder, or its successors in interest, as applicable.
Bankruptcy Code: The United States Bankruptcy Code, as amended from time to time (11 U.S.C. §§
101 et seq.).
Bankruptcy Coverage Termination Date: The point in time at which the Bankruptcy Loss Coverage
Amount has been reduced to zero.
Bankruptcy Loss: With respect to any Loan Group, Realized Losses on the Mortgage Loans in that
Loan Group incurred as a result of a Deficient Valuation or Debt Service Reduction.
Bankruptcy Loss Coverage Amount: As of any Determination Date, the Bankruptcy Loss Coverage
Amount shall equal the Initial Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate amount of
Bankruptcy Losses allocated to the Class C-B Certificates since the Cut-off Date and (ii) any permissible
reductions in the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating Agency to the Trust
Administrator to the effect that any such reduction will not result in a downgrading, or otherwise adversely
affect, of the then current ratings assigned to such Classes of Certificates rated by it.
Basis Risk Shortfall: For any Class of LIBOR Certificates and any Distribution Date, the sum
of (i) the excess, if any, of (a) the related Current Interest calculated on the basis of the least of
(x) the applicable Certificate Index plus the applicable Certificate Margin, (y) the Maximum Interest Rate and
(z) 11.00% over (b) the related Current Interest for the applicable Distribution Date, (ii) any amount
described in clause (i) remaining unpaid from prior Distribution Dates, and (iii) interest on the amount in
clause (ii) for the related Accrual Period calculated at a per annum rate equal to the least of (x) the
applicable Certificate Index plus the applicable Certificate Margin, (y) the applicable Maximum Interest Rate
and (z) 11.00%.
Beneficial Holder: A Person holding a beneficial interest in any Certificate through a
Participant or an Indirect Participant or a Person holding a beneficial interest in any Definitive
Certificate.
Book-Entry Certificates: As set forth in the Preliminary Statement.
Book-Entry Form: Any Certificate held through the facilities of the Depository.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking
institutions in New York or the state in which the office of the Master Servicer or any Servicer or the
Corporate Trust Office of the Trustee or Trust Administrator are located are authorized or obligated by law
or executive order to be closed.
Carryforward Interest: For any Class of LIBOR Certificates and any Distribution Date, the sum
of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately
preceding Distribution Date and (B) any unpaid Carryforward Interest for such Class from previous
Distribution Dates exceeds (y) the amount paid in respect of interest on such Class on such immediately
preceding Distribution Date, and (2) interest on such amount for the related Accrual Period at the applicable
Pass-Through Rate.
Cash Remittance Date: With respect to any Distribution Date and (A) SPS, the 7th calendar day
preceding such Distribution Date, or if such 7th calendar day is not a Business Day, the Business Day
immediately preceding such 7th calendar day and (B) Xxxxx Fargo, Ocwen, JPMorgan and the Designated
Servicers, the 18th calendar day of the month in which the Distribution Date occurs, or if such 18th calendar
day is not a Business Day, the Business Day immediately following such 18th calendar day.
Certificate: Any Certificates executed and authenticated by the Trust Administrator on behalf
of the Trustee for the benefit of the Certificateholders in substantially the form or forms attached as
Exhibits A through G hereto.
Certificate Account: The separate Eligible Account created and maintained with the Trust
Administrator, or any other bank or trust company acceptable to the Rating Agencies which is incorporated
under the laws of the United States or any state thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are held in trust for the benefit of the
Trust Administrator, as agent for the Trustee, on behalf of the Certificateholders or any other account
serving a similar function acceptable to the Rating Agencies. Funds in the Certificate Account may (i) be
held uninvested without liability for interest or compensation thereon or (ii) be invested at the direction
of the Trust Administrator in Eligible Investments and reinvestment earnings thereon (net of investment
losses) shall be paid to the Trust Administrator. Funds deposited in the Certificate Account (exclusive of
the amounts permitted to be withdrawn pursuant to Section 3.08(b)) shall be held in trust for the
Certificateholders.
Certificate Balance: With respect to any Certificate at any date, the maximum dollar amount of
principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination
thereof (i) minus all distributions of principal and allocations of Realized Losses, including Excess Losses
or Applied Loss Amounts, as applicable, previously made or allocated with respect thereto and, in the case of
the Class 5-A-2 Certificates and any Subordinate Certificates, reduced by any such amounts allocated to such
Class on prior Distribution Dates pursuant to Section 4.02 and (ii) plus the amount of any increase to the
Certificate Balance of such Certificate pursuant to Section 4.03.
With respect to each Class 5-X Certificate, on any date of determination, an amount equal to
the Percentage Interest evidenced by such Certificate multiplied by an amount equal to (i) the excess, if
any, of (A) the Aggregate Loan Group Balance for Loan Group 5 as of such date of determination, over (B) the
then aggregate Class Principal Balance of the Group 5 Senior Certificates and Class M Certificates then
outstanding, which represents the sum of (i) the initial principal balance of the REMIC III Regular Interest
5-X-PO, as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and
unpaid interest on the REMIC III Regular Interest 5-X-IO, as reduced by Realized Losses allocated thereto.
Certificate Group: Any of Certificate Group 1, Certificate Group 2, Certificate Group 3,
Certificate Group 4 or Certificate Group 5, as applicable.
Certificate Group 1: Any of the Certificates with a Class designation beginning with "1" and
relating to Loan Group 1.
Certificate Group 2: Any of the Certificates with a Class designation beginning with "2" and
relating to Loan Group 2.
Certificate Group 3: Any of the Certificates with a Class designation beginning with "3" and
relating to Loan Group 3.
Certificate Group 4: Any of the Certificates with a Class designation beginning with "4" and
relating to Loan Group 4.
Certificate Group 5: Any of the Certificates with a Class designation beginning with "5" and
relating to Loan Group 5.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the
Certificate Register.
Certificate Index: With respect to each Distribution Date and the LIBOR Certificates, the rate
for one month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 A.M., London time, on
the related Interest Determination Date relating to each Class of LIBOR Certificates. If such rate does not
appear on such page (or such other page as may replace that page on that service, or if such service is no
longer offered, such other service for displaying one month LIBOR or comparable rates as may be reasonably
selected by the Trust Administrator after consultation with DLJMC), the rate will be the related Reference
Bank Rate. If no such quotations can be obtained and no related Reference Bank Rate is available, the
Certificate Index with respect to the LIBOR Certificates will be the Certificate Index applicable to such
Certificates on the preceding Distribution Date.
On the Interest Determination Date immediately preceding each Distribution Date, the Trust
Administrator shall determine each Certificate Index for the Accrual Period commencing on such Distribution
Date and inform the Master Servicer and each Servicer of such rate.
Certificate Margin: As to each Class of LIBOR Certificates, the applicable amount set forth
below:
Certificate Margin
Class (1) (2)
5-A-1 0.270% 0.540%
5-A-2 0.330% 0.660%
5-M-1 0.470% 0.970%
5-M-2 0.650% 1.150%
5-M-3 1.300% 1.800%
5-M-4 1.900% 2.400%
5-M-5 2.200% 2.700%
___________
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(1) On and prior to the first Distribution Date on which the Optional Termination for
Loan Group 5 may occur.
(2) After the first Distribution Date on which the Optional Termination for Loan Group 5
may occur.
Certificate Register: The register maintained pursuant to Section 6.02(a) hereof.
Class: All Certificates bearing the same class designation as set forth in the Preliminary
Statement.
Class 5-M-1 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount,
if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Group 5 Senior Certificates,
after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the
Class 5-M-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product
of (i) 88.90% and (ii) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date and (B)
the amount, if any, by which (i) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off Date.
Class 5-M-2 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount,
if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Group 5 Senior Certificates
and Class 5-M-1 Certificates, in each case, after giving effect to payments on such Distribution Date and
(ii) the Class Principal Balance of the Class 5-M-2 Certificates immediately prior to such Distribution Date
exceeds (y) the lesser of (A) the product of (i) 93.30% and (ii) the Aggregate Loan Group Balance for Loan
Group 5 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan Group Balance
for Loan Group 5 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group Balance for Loan
Group 5 as of the Cut-off Date.
Class 5-M-3 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount,
if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Group 5 Senior Certificates,
Class 5-M-1 and Class 5-M-2 Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class 5-M-3 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 96.30% and (ii) the Aggregate Loan Group
Balance for Loan Group 5 for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Loan Group Balance for Loan Group 5 for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Group
Balance for Loan Group 5 as of the Cut-off Date.
Class 5-M-4 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount,
if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Group 5 Senior Certificates,
Class 5-M-1, Class 5-M-2 and Class 5-M-3 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class 5-M-4 Certificates immediately prior to
such Distribution Date exceeds (y) the lesser of (A) the product of (i) 97.30% and (ii) the Aggregate Loan
Group Balance for Loan Group 5 for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date exceeds (ii) 0.50% of the Aggregate
Loan Group Balance for Loan Group 5 as of the Cut-off Date.
Class 5-M-5 Principal Payment Amount: For any Distribution Date on or after the Stepdown Date
and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount,
if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Group 5 Senior Certificates,
Class 5-M-1, Class 5-M-2, Class 5-M-3 and Class 5-M-4 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal Balance of the Class 5-M-5 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 98.30% and
(ii) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date and (B) the amount, if any,
by which (i) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date exceeds (ii) 0.50%
of the Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off Date.
Class 5-X Distributable Amount: With respect to any Distribution Date and the Class 5-X
Certificates, to the extent of any Monthly Excess Cashflow remaining on such Distribution Date after the
distribution of amounts pursuant to Section 4.01(II)(d)(i)-(xi), the sum of (a) the amount of interest
accrued during the related Accrual Period on the Class 5-X Certificates (as described in the Preliminary
Statement) and (b) the Overcollateralization Release Amount, if any, for such Distribution Date.
Class 5-X Notional Amount: With respect to the Class 5-X Certificates or REMIC III Regular
Interest 5-X-IO and any Distribution Date, the aggregate of the Uncertificated Principal Balances of the
REMIC II Regular Interests LT1, LT2, LT3 and LT4 immediately prior to such Distribution Date, (which for
clarification is equal to the Aggregate Loan Group Balance for Loan Group 5 as of the first day of the
related Collection Period (excluding any such Mortgage Loans that were subject to a Payoff, the principal of
which was distributed on the Distribution Date preceding the current Distribution Date)).
Class A Certificates: As set forth in the Preliminary Statement.
Class C-B Certificates: As set forth in the Preliminary Statement.
Class C-B Credit Support Depletion Date: The first Distribution Date on which the aggregate
Class Principal Balance of the Class C-B Certificates has been or will be reduced to zero.
Class C-B Percentage: With respect to any Distribution Date, the aggregate Class Principal
Balance of the Class C-B Certificates immediately prior to such Distribution Date divided by the Aggregate
Groups 1-4 Collateral Balance as of the first day of the related Collection Period (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of which was distributed on the Distribution Date
preceding the current Distribution Date).
Class Interest Shortfall: With respect to any Distribution Date and Class of Group 1, Group 2,
Group 3, Group 4 and Class C-B Certificates, the amount by which the amount described in clause (i) of the
definition of Interest Distribution Amount for such Class, exceeds the amount of interest actually
distributed on such Class on such Distribution Date.
Class M Certificates: The Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5
Certificates.
Class Notional Amount: The Class 5-X Notional Amount.
Class Principal Balance: With respect to any Class and as to any date of determination, the
aggregate of the Certificate Balances of all Certificates of such Class as of such date.
Class Unpaid Interest Amounts: With respect to any Distribution Date and Class of interest
bearing Group 1, Group 2, Group 3, Group 4 and Class C-B Certificates, the amount by which the aggregate
Class Interest Shortfalls for such Class on prior Distribution Dates exceeds the amount distributed on such
Class on prior Distribution Dates pursuant to clause (ii) of the definition of Interest Distribution Amount.
Class Y Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the Class Y Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, determined as described in Appendix A.
Class Y Regular Interests: The Class Y-1, Class Y-2, Class Y-3 and Class Y-4 Regular Interests.
Class Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Y-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Y-1 Regular Interest on such Distribution Date.
Class Y-1 Principal Reduction Amount: The Class Y Principal Reduction Amount for the Class Y-1
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Y-1 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Y-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Y-2 Regular Interest on such Distribution Date.
Class Y-2 Principal Reduction Amount: The Class Y Principal Reduction Amount for the Class Y-2
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Y-2 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Y-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Y-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Y-3 Regular Interest on such Distribution Date.
Class Y-3 Principal Reduction Amount: The Class Y Principal Reduction Amount for the Class Y-3
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Y-3 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Y-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Y-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Y-4 Regular Interest on such Distribution Date.
Class Y-4 Principal Reduction Amount: The Class Y Principal Reduction Amount for the Class Y-4
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Y-4 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of the Class Z Regular Interests will be reduced on such Distribution Date
by the allocation of Realized Losses and the distribution of principal, which shall be in each case the
excess of (A) the sum of (x) the excess of the REMIC I Available Distribution Amount for the related
Group (i.e. the "related Group" for the Class Z-1 Regular Interest is the Group 1 Loans, the "related Group"
for the Class Z-2 Regular Interest is the Group 2 Loans, the "related Group" for the Class Z-3 Regular
Interest is the Group 3 Loans and the "related Group" for the Class Z-4 Regular Interest is the Group 4
Loans) exclusive of any Recoveries included therein over the amounts thereof distributable (i) in respect of
interest on such Class Z Regular Interest and the related Class Y Regular Interest and (ii) in the case of
the Group 1 Loans, to the Class AR-L Certificates and (y) the amount of Realized Losses allocable to
principal for the related Group over (B) the Class Y Principal Reduction Amount for the related Group.
Class Z Regular Interests: The Class Z-1, Class Z-2, Class Z-3 and Class Z-4 Regular Interests.
Class Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Z-1 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Z-1 Regular Interest on such Distribution Date.
Class Z-1 Principal Reduction Amount: The Class Z Principal Reduction Amount for the Class Z-1
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Z-1 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Z-2 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Z-2 Regular Interest on such Distribution Date.
Class Z-2 Principal Reduction Amount: The Class Z Principal Reduction Amount for the Class Z-2
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Z-2 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Z-3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Z-3 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Z-3 Regular Interest on such Distribution Date .
Class Z-3 Principal Reduction Amount: The Class Z Principal Reduction Amount for the Class Z-3
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Z-3 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Class Z-4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
Class Z-4 Principal Reduction Amount for such Distribution Date over the principal portion of Realized Losses
allocated to the Class Z-4 Regular Interest on such Distribution Date.
Class Z-4 Principal Reduction Amount: The Class Z Principal Reduction Amount for the Class Z-4
Regular Interest as determined pursuant to the provisions of the Appendix A.
Class Z-4 Regular Interest: The uncertificated undivided beneficial interest in REMIC I which
constitutes a REMIC I Regular Interest and is entitled to distributions as set forth herein.
Clearing Agency: An organization registered as a "clearing agency" pursuant to Section 17A of
the Securities Exchange Act of 1934, as amended, which initially shall be DTC, the nominee of which is Cede &
Co., as the registered Holder of the Book Entry Certificates. The Clearing Agency shall at all times be a
"clearing corporation" as defined in Section 8 102(a)(5) of the Uniform Commercial Code of the State of New
York.
Closing Date: October 31, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The accounts established and maintained by a Servicer in accordance with
Section 3.05.
Collection Period: With respect to each Distribution Date, the period commencing on the second
day of the month preceding the month of the Distribution Date and ending on the first day of the month of the
Distribution Date.
Commencement of Foreclosure: The first official action required under local law to commence
foreclosure proceedings or to schedule a trustee's sale under a deed of trust, including: (i) in the case of
a mortgage, any filing or service of process necessary to commence an action to foreclose; or (ii) in the
case of a deed of trust, the posting, publishing, filing or delivery of a notice of sale.
Compensating Interest Payment: For any Distribution Date and the SPS Serviced Mortgage Loans,
the lesser of (i) the aggregate Servicing Fee payable to SPS in respect of the SPS Serviced Mortgage Loans
for such Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and
Curtailments with respect to the SPS Serviced Mortgage Loans.
For any Distribution Date and the Ocwen Serviced Mortgage Loans, the lesser of (i) the
aggregate Servicing Fee payable to Ocwen in respect of the Ocwen Serviced Mortgage Loans for such
Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the Ocwen Serviced Mortgage Loans.
For any Distribution Date and the JPMorgan Serviced Mortgage Loans, the lesser of (i) the
aggregate Servicing Fee payable to JPMorgan in respect of the JPMorgan Serviced Mortgage Loans for such
Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the JPMorgan Serviced Mortgage Loans.
For any Distribution Date and the Xxxxx Fargo Serviced Mortgage Loans, the lesser of (i) the
aggregate Servicing Fee payable to Xxxxx Fargo in respect of the Xxxxx Fargo Serviced Mortgage Loans for such
Distribution Date and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs and Curtailments
with respect to the Xxxxx Fargo Serviced Mortgage Loans.
For any Distribution Date and the Master Servicer, the Compensating Interest Payment shall be
equal to:
(a) with respect to the SPS Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment
required to be remitted by SPS for such Distribution Date over (ii) the Compensating Interest Payment
actually remitted by SPS for such Distribution Date;
(b) with respect to the Xxxxx Fargo Serviced Mortgage Loans, the excess of (i) the Compensating Interest
Payment required to be remitted by Xxxxx Fargo for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by Xxxxx Fargo for such Distribution Date;
(c) with respect to the Ocwen Serviced Mortgage Loans, the excess of (i) the Compensating Interest Payment
required to be remitted by Ocwen for such Distribution Date over (ii) the Compensating Interest
Payment actually remitted by Ocwen for such Distribution Date;
(d) with respect to the JPMorgan Serviced Mortgage Loans, the excess of (i) the Compensating Interest
Payment required to be remitted by JPMorgan for such Distribution Date over (ii) the Compensating
Interest Payment actually remitted by JPMorgan for such Distribution Date;
(e) with respect to the IndyMac Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the IndyMac Underlying Servicing Agreement) required to be remitted by IndyMac on the
Remittance Date (as defined in the IndyMac Underlying Servicing Agreement) in the month of such
Distribution Date over (ii) the Compensating Interest (as defined in the IndyMac Underlying Servicing
Agreement) actually remitted by IndyMac on the Remittance Date (as defined in the IndyMac Underlying
Servicing Agreement) in the month of such Distribution Date;
(f) with respect to the GMAC Mortgage Serviced Mortgage Loans, the excess of (i) the Compensating Interest
(as defined in the GMAC Mortgage Underlying Servicing Agreement) required to be remitted by GMAC
Mortgage on the Remittance Date (as defined in the GMAC Mortgage Underlying Servicing Agreement) in
the month of such Distribution Date over (ii) the Compensating Interest (as defined in the GMAC
Mortgage Underlying Servicing Agreement) actually remitted by GMAC Mortgage on the Remittance Date (as
defined in the GMAC Mortgage Underlying Servicing Agreement) in the month of such Distribution Date;
(g) with respect to the Countrywide Serviced Mortgage Loans, the excess of (i) the Prepayment Interest
Shortfall Amount (as defined in the Countrywide Servicing Agreement) required to be remitted by
Countrywide on the Remittance Date (as defined in the Countrywide Servicing Agreement) in the month of
such Distribution Date over (ii) the amount of Prepayment Interest Shortfall Amount (as defined in the
Countrywide Servicing Agreement) actually remitted by Countrywide on the Remittance Date (as defined
in the Countrywide Servicing Agreement) in the month of such Distribution Date; and
(h) with respect to the EverBank Serviced Mortgage Loans, the excess of (i) the Compensating Interest (as
defined in the EverBank Servicing Agreement) required to be remitted by EverBank on the Remittance
Date (as defined in the EverBank Servicing Agreement) in the month of such Distribution Date over (ii)
the amount of Compensating Interest (as defined in the EverBank Servicing Agreement) actually remitted
by EverBank on the Remittance Date (as defined in the EverBank Servicing Agreement) in the month of
such Distribution Date.
(i) with respect to the First Horizon Serviced Mortgage Loans, the excess of (i) the Compensating Interest
(as defined in the First Horizon Servicing Agreement) required to be remitted by First Horizon on the
Remittance Date (as defined in the First Horizon Servicing Agreement) in the month of such
Distribution Date over (ii) the amount of Compensating Interest (as defined in the First Horizon
Servicing Agreement) actually remitted by First Horizon on the Remittance Date (as defined in the
First Horizon Servicing Agreement) in the month of such Distribution Date.
Cooperative Corporation: With respect to any Cooperative Loan, the cooperative apartment
corporation that holds legal title to the related Cooperative Property and grants occupancy rights to units
therein to stockholders through Proprietary Leases or similar arrangements.
Cooperative Lien Search: A search for (a) federal tax liens, mechanics' liens, lis pendens,
judgments of record or otherwise against (i) the Cooperative Corporation and (ii) the seller of the
Cooperative Unit, (b) filings of Financing Statements and (c) the deed of the Cooperative Property into the
Cooperative Corporation.
Cooperative Loan: A Mortgage Loan that is secured by a first lien on and a perfected security
interest in Cooperative Shares and the related Proprietary Lease granting exclusive rights to occupy the
related Cooperative Unit in the building owned by the related Cooperative Corporation.
Cooperative Property: With respect to any Cooperative Loan, all real property and improvements
thereto and rights therein and thereto owned by a Cooperative Corporation including without limitation the
land, separate dwelling units and all common elements.
Cooperative Shares: With respect to any Cooperative Loan, the shares of stock issued by a
Cooperative Corporation and allocated to a Cooperative Unit and represented by stock certificates.
Cooperative Unit: With respect to any Cooperative Loan, a specific unit in a Cooperative
Property.
Corporate Trust Office: With respect to the Trustee, the designated office of the Trustee at
which at any particular time its corporate trust business with respect to this Agreement shall be
administered, which office at the date of the execution of this Agreement is located at 00 Xxxxxxxxxx Xxxxxx,
Xx. Xxxx, Xxxxxxxxx 00000, Attention: Corporate Trust-Structured Finance. With respect to the Trust
Administrator, the designated office of the Trust Administrator at which at any particular time its corporate
trust business with respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000, Attention: CSFB ARMT
2005-11, except for purposes of Section 6.06 and certificate transfer purposes, such term shall mean the
office or agency of the Trust Administrator located at Xxxxx Fargo Bank, N.A., 0xx Xxxxxx xxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: CSFB ARMT 2005-11.
Countrywide: Countrywide Home Loans Servicing LP, and its successors and assigns.
Countrywide Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule, for which Countrywide is the applicable Designated Servicer.
Countrywide Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement
dated as of October 1, 2005 among DLJMC, Countrywide and the Master Servicer, and acknowledged by the Trustee
and the Trust Administrator.
Countrywide Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
Countrywide Reconstituted Servicing Agreement.
Current Interest: For any Class of Group 5 Certificates, other than the Class 5-X Certificates,
and Distribution Date, the amount of interest accruing at the applicable Pass-Through Rate on the related
Class Principal Balance of such Class during the related Accrual Period; provided, that as to each Class of
Group 5 Certificates the Current Interest shall be reduced by a pro rata portion of any Interest Shortfalls
to the extent not covered by Monthly Excess Interest.
Curtailment: Any payment of principal on a Mortgage Loan, made by or on behalf of the related
Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is applied to
reduce the outstanding Stated Principal Balance of the Mortgage Loan.
Custodial Agreement: An agreement, dated as of the date hereof, among a custodian, the Trustee
and the Trust Administrator, pursuant to which such custodian agrees to hold any of the documents or
instruments referred to in Section 2.01 of this Agreement as agent for the Trustee. As of the date hereof,
the Custodian shall act pursuant to the LaSalle Custodial Agreement.
Custodian: A custodian which is appointed pursuant to a Custodial Agreement. Any Custodian so
appointed shall act as agent on behalf of the Trustee, and shall be compensated by the Trust Administrator or
as otherwise specified therein. Initially, LaSalle shall serve as Custodian for all of the Mortgage Loans.
Cut-off Date: October 1, 2005.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the Stated Principal
Balance thereof as of the close of business on the Cut-off Date.
Data Remittance Date: With respect to any Distribution Date and each Servicer, the 10th
calendar day of the month in which such Distribution Date occurs, or if such 10th day is not a Business Day,
the Business Day immediately following such 10th day .
DBRS: Dominion Bond Rating Service, Inc. or any successor thereto.
Debt Service Reduction: With respect to a Mortgage Loan in Loan Group 1, Loan Group 2, Loan
Group 3 or Loan Group 4, a reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became final and non appealable, except
such a reduction resulting from a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became the subject of a Debt
Service Reduction.
Deficient Valuation: With respect to any Mortgage Loan in Loan Group 1, Loan Group 2, Loan
Group 3 or Loan Group 4, a valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or that results in a permanent
forgiveness of principal, which valuation in either case results from a proceeding under the Bankruptcy Code.
Deferred Amount: For any Class of Group 5 Subordinate Certificates (other than the Class 5-X
Certificates) and Class 5-A-2 Certificates and Distribution Date, will equal the amount by which (x) the
aggregate of the Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof
exceeds (y) the sum of (i) the aggregate of amounts previously paid in reimbursement thereof and (ii) amounts
added to the Class Principal Balances thereof pursuant to Section 4.03(a)(ii) on all prior Distribution
Dates, including such Distribution Date.
Definitive Certificate: As defined in Section 6.07.
Deleted Mortgage Loan: As defined in Section 2.03.
Delinquency Rate: With respect to any Distribution Date, the fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans in
Loan Group 5 60 or more days delinquent (including all foreclosures and REO Properties) as of the close of
business on the last day of such month, and the denominator of which is the Aggregate Loan Group Balance for
Loan Group 5 as of the close of business on the last day of such month.
Denomination: With respect to each Certificate, the amount set forth on the face thereof as
the "Initial Certificate Balance of this Certificate" or the "Initial Notional Amount of this Certificate"
or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.
Deposit Amount: As defined in Section 4.10(e) or Section 4.11(e) herein, as applicable.
Depositor: Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or
its successor in interest.
Depository Agreement: The Letter of Representation dated as of the Closing Date by and among
DTC, the Depositor and the Trust Administrator for the benefit of the Trustee.
Designated Mortgage Loans: The IndyMac Serviced Mortgage Loans, unless any such Mortgage Loan
is no longer serviced by IndyMac under the IndyMac Reconstituted Servicing Agreement, the GMAC Mortgage
Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced by GMAC Mortgage under the GMAC
Mortgage Reconstituted Servicing Agreement, the Countrywide Serviced Mortgage Loans, unless any such Mortgage
Loan is no longer serviced by Countrywide under the Countrywide Servicing Agreement, the EverBank Serviced
Mortgage Loans, unless any such Mortgage Loan is no longer serviced by EverBank under the EverBank Servicing
Agreement and the First Horizon Serviced Mortgage Loans, unless any such Mortgage Loan is no longer serviced
by First Horizon under the First Horizon Servicing Agreement.
Designated Servicer: Each of IndyMac, GMAC Mortgage, Countrywide, EverBank and First Horizon,
as applicable.
Designated Servicing Agreement: Each of the IndyMac Reconstituted Servicing Agreement, GMAC
Mortgage Reconstituted Servicing Agreement, Countrywide Reconstituted Servicing Agreement, EverBank
Reconstituted Servicing Agreement and First Horizon Reconstituted Servicing Agreement, as applicable.
Determination Date: With respect to each Distribution Date and (i) each Servicer (other than
Xxxxx 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) Xxxxx Fargo, the
Business Day immediately preceding the related Cash Remittance Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under
Section 860E(e)(5) of the Code, which includes any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any agency or instrumentality of any
of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its board of directors is not selected by such governmental
unit), (ii) a foreign government, any international organization, or any agency or instrumentality of any of
the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of
the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by
Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) an "electing large partnership" within the meaning of
Section 775 of the Code, and (vi) any other Person so designated by the Trust Administrator based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may
cause the REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed
but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms "United
States," "State" and "international organization" shall have the meanings set forth in Section 7701 of the
Code or successor provisions.
Distribution Date: The 25th day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in November 2005.
DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and assigns.
DTC: The Depository Trust Company.
Due Date: With respect to each Mortgage Loan and any Distribution Date, the date on which
Scheduled Payments on such Mortgage Loan are due which is either the first day of the month of such
Distribution Date, or if Scheduled Payments on such Mortgage Loan are due on a day other than the first day
of the month, the date in the calendar month immediately preceding the Distribution Date on which such
Scheduled Payments are due, exclusive of any days of grace.
Eligible Account: Either (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an account or
accounts the deposits in which are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an account at a depository institution
or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository
institution or trust company which is the principal subsidiary of a holding company, the commercial paper or
other short term debt obligations of such holding company) have been rated by each Rating Agency in its
highest short term rating category, or (iii) a segregated trust account or accounts (which shall be a
"special deposit account") maintained with the Trustee, the Trust Administrator or any other federal or state
chartered depository institution or trust company, acting in its fiduciary capacity, in a manner acceptable
to the Trustee, the Trust Administrator and the Rating Agencies. Eligible Accounts may bear interest.
Eligible Institution: An institution having the highest short term debt rating, and one of the
two highest long term debt ratings of the Rating Agencies or the approval of the Rating Agencies.
Eligible Investments: Any one or more of the obligations and securities listed below:
1. direct obligations of, and obligations fully guaranteed by, the United States of America, or any
agency or instrumentality of the United States of America the obligations of which are backed by the
full faith and credit of the United States of America; or obligations fully guaranteed by, the United
States of America; the FHLMC, FNMA, the Federal Home Loan Banks or any agency or instrumentality of
the United States of America rated AA (or the equivalent) or higher by the Rating Agencies;
2. federal funds, demand and time deposits in, certificates of deposits of, or bankers' acceptances
issued by, any depository institution or trust company incorporated or organized under the laws of the
United States of America or any state thereof and subject to supervision and examination by federal
and/or state banking authorities, so long as at the time of such investment or contractual commitment
providing for such investment the commercial paper or other short term debt obligations of such
depository institution or trust company (or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the commercial paper or other short term debt
obligations of such holding company) are rated in one of two of the highest ratings by each of the
Rating Agencies, and the long term debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company which is the principal subsidiary of a
holding company, the long term debt obligations of such holding company) are rated in one of two of
the highest ratings, by each of the Rating Agencies;
3. repurchase obligations with a term not to exceed 30 days with respect to any security described in
clause (i) above and entered into with a depository institution or trust company (acting as a
principal) in the highest rated category by the Rating Agencies; provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described in clause (i) above
and must (A) be valued daily at current market price plus accrued interest, (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred by the Trustee or the Trust
Administrator in exchange for such collateral, and (C) be delivered to the Trustee or the Trust
Administrator or, if the Trustee or the Trust Administrator, as applicable, is supplying the
collateral, an agent for the Trustee or the Trust Administrator, in such a manner as to accomplish
perfection of a security interest in the collateral by possession of certificated securities;
4. securities bearing interest or sold at a discount issued by any corporation incorporated under the
laws of the United States of America or any state thereof which has a long term unsecured debt rating
in the highest available rating category of each of the Rating Agencies at the time of such investment;
5. commercial paper having an original maturity of less than 365 days and issued by an institution having
a short term unsecured debt rating in the highest available rating category of each of the Rating
Agencies that rates such securities, at the time of such investment;
6. a guaranteed investment contract approved by each of the Rating Agencies and issued by an insurance
company or other corporation having a long term unsecured debt rating in the highest available rating
category of each of the Rating Agencies at the time of such investment;
7. money market funds (which may be 12b-1 funds as contemplated under the rules promulgated by the
Securities and Exchange Commission under the Investment Company Act of 1940) having ratings in the
highest available rating category of Moody's and rated "AAAm" or "AAAm-G" by S&P at the time of such
investment (any such money market funds which provide for demand withdrawals being conclusively deemed
to satisfy any maturity requirements for Eligible Investments set forth herein) including money market
funds of the Master Servicer, a Servicer, the Trustee or the Trust Administrator and any such funds
that are managed by the Master Servicer, a Servicer, the Trustee or the Trust Administrator or their
respective Affiliates or for the Master Servicer, a Servicer, the Trustee or the Trust Administrator
or any Affiliate of such Person acts as advisor, as long as such money market funds satisfy the
criteria of this subparagraph 7; and
8. such other investments the investment in which will not, as evidenced by a letter from each of the
Rating Agencies, result in the downgrading or withdrawal of the Ratings of the Certificates;
provided, however, that no such instrument shall be an Eligible Investment if such instrument
evidences either (i) a right to receive only interest payments with respect to the obligations
underlying such instrument, or (ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect to such instrument
provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying
obligations.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Qualifying Underwriting: A best efforts or firm commitment underwriting or private
placement that meets the requirements (without regard to the ratings requirements) of an Underwriter's
Exemption.
ERISA Restricted Certificate: As set forth in the Preliminary Statement.
Escrow Account: The separate account or accounts created and maintained by a Servicer pursuant
to Section 3.06.
Escrow Payments: With respect to any Mortgage Loan, the amounts constituting ground rents,
taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any other related
document.
Event of Default: As defined in Section 8.01 hereof.
EverBank: EverBank and its successors and assigns.
EverBank Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which EverBank is the applicable Designated Servicer.
EverBank Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement
dated as of October 1, 2005 among DLJMC, EverBank and the Master Servicer, and acknowledged by the Trustee
and the Trust Administrator.
EverBank Underlying Servicing Agreement: The "Servicing Agreement" referred to in the EverBank
Reconstituted Servicing Agreement.
Excess Loss: The amount of any (i) Fraud Loss in excess of the Fraud Loss Coverage Amount on a
Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 realized after the Fraud Loss
Coverage Termination Date, (ii) Special Hazard Loss in excess of the Special Hazard Loss Coverage Amount on a
Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 realized after the Special Hazard
Coverage Termination Date or (iii) Bankruptcy Loss in excess of the Bankruptcy Loss Coverage Amount on a
Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group 4 realized after the Bankruptcy
Coverage Termination Date.
Expense Fee Rate: As to each Mortgage Loan, the sum of the related Servicing Fee Rate, the
Trust Administrator Fee Rate, if applicable, and the rate at which the premium on a Lender Paid Mortgage
Guaranty Insurance Policy is calculated, if applicable.
Expense Fees: As to each Mortgage Loan and Distribution Date, the sum of the related Servicing
Fee, the Trust Administrator Fee, if applicable, and any premium on any Lender Paid Mortgage Guaranty
Insurance Policy, if applicable.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United
States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Financing Statement: A financing statement, as applicable, filed pursuant to the Uniform
Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments.
First Horizon: First Horizon Home Loan Corporation, and its successors and assigns.
First Horizon Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule, for which First Horizon is the applicable Designated Servicer.
First Horizon Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement dated as of October 1, 2005 among DLJMC, First Horizon, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
First Horizon Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
First Horizon Reconstituted Servicing Agreement.
FNMA: The Federal National Mortgage Association, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage Association Charter Act, or any
successor thereto.
Fraud Loan: A Liquidated Mortgage Loan in Loan Group 1, Loan Group 2, Loan Group 3 or Loan
Group 4 as to which a Fraud Loss has occurred.
Fraud Loss Coverage Amount: The aggregate amount of Fraud Losses that are allocated solely to
the Class C-B Certificates, as of the Closing Date, $13,404,001, subject to reduction from time to time by
the amount of Fraud Losses allocated to the Class C-B Certificates. In addition, (a) on each anniversary
prior to the fifth anniversary of the Cut-off Date, the Fraud Loss Coverage Amount will be reduced to an
amount equal to the lesser of (A) 1.00% of the Aggregate Groups 1-4 Collateral Balance as of such date, and
(B) the excess of the Fraud Loss Coverage Amount as of the preceding anniversary of the Cut-off Date over the
cumulative amount of Fraud Losses on the Mortgage Loans in Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 allocated to the Class C-B Certificates since such preceding anniversary or the Cut-off Date, and
(b) on the fifth anniversary of the Cut-off Date, zero. The Fraud Loss Coverage Amount may be reduced below
the amount set forth above for any Distribution Date with the consent of the Rating Agencies as evidenced by
a letter of each Rating Agency to the Trust Administrator to the effect that any such reduction will not
result in a downgrading of the current ratings assigned to such Classes of Certificates rated by it.
Fraud Loss Coverage Termination Date: The point in time at which the applicable Fraud Loss
Coverage Amount has been reduced to zero.
Fraud Losses: Realized Losses on the Liquidated Mortgage Loans in Loan Group 1, Loan Group 2,
Loan Group 3 and Loan Group 4 as to which a loss is sustained by reason of a default arising from fraud,
dishonesty or misrepresentation in connection with the related Mortgage Loan, including a loss by reason of
the denial of coverage under any related Mortgage Guaranty Insurance Policy because of such fraud, dishonesty
or misrepresentation.
GMAC Mortgage: GMAC Mortgage Corporation, and its successors and assigns.
GMAC Mortgage Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule, for which GMAC Mortgage is the applicable Servicer.
GMAC Mortgage Reconstituted Servicing Agreement: That certain Reconstituted Servicing
Agreement dated as of October 1, 2005 among DLJMC, GMAC Mortgage, the Master Servicer and the Trust
Administrator, and acknowledged by the Trustee.
GMAC Mortgage Underlying Servicing Agreement: The "Servicing Agreement" referred to in the
GMAC Mortgage Reconstituted Servicing Agreement.
Gross Margin: With respect to any Mortgage Loan, the fixed percentage amount set forth in the
related Mortgage Note and the Mortgage Loan Schedule that is added to the Index on each Adjustment Date in
accordance with the terms of the related Mortgage Note to determine the new Mortgage Rate for such Mortgage
Loan.
Group: When used with respect to the Mortgage Loans, any of Loan Group 1, Loan Group 2, Loan
Group 3, Loan Group 4 or Loan Group 5, or with respect to the Certificates, the Class or Classes of
Certificates that relate to the corresponding Group or Groups.
Group 1: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans
identified in the Mortgage Loan Schedule as having been assigned to Group 1 or with respect to the
Certificates, the Group 1 Certificates (as specified in the Preliminary Statement).
Group 1 Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for
each Mortgage Loan in Loan Group 1 which became a Liquidated Mortgage Loan during the prior calendar month,
of the lesser of (i) the Group 1 Senior Percentage of the Stated Principal Balance of such Mortgage Loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage
Loan.
Group 1 Senior Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction the numerator of which is the aggregate Class Principal Balance of the Group 1 Certificates
immediately prior to such Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 1 as of the first day of the related Collection Period
(excluding any Group 1 Mortgage Loans that were subject to a Payoff, the principal of which was distributed
on the Distribution Date preceding the current Distribution Date); provided, however, in no event will the
Group 1 Senior Percentage exceed 100%.
Group 1 Senior Principal Distribution Amount: With respect to any Distribution Date, the sum
of (i) the Group 1 Senior Percentage of the Principal Payment Amount for Loan Group 1, (ii) the applicable
Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 1, and (iii) the Group 1
Senior Liquidation Amount.
Group 1 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 1
Senior Percentage.
Group 2: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans
identified in the Mortgage Loan Schedule as having been assigned to Group 2 or with respect to the
Certificates, the Group 2 Certificates (as specified in the Preliminary Statement).
Group 2 Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for
each Mortgage Loan in Loan Group 2 which became a Liquidated Mortgage Loan during the prior calendar month,
of the lesser of (i) the Group 2 Senior Percentage of the Stated Principal Balance of such Mortgage Loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage
Loan.
Group 2 Senior Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction the numerator of which is the aggregate Class Principal Balance of the Group 2 Certificates
immediately prior to such Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 2 as of the first day of the related Collection Period
(excluding any Group 2 Mortgage Loans that were subject to a Payoff, the principal of which was distributed
on the Distribution Date preceding the current Distribution Date); provided, however, in no event will the
Group 2 Senior Percentage exceed 100%.
Group 2 Senior Principal Distribution Amount: With respect to any Distribution Date, the sum
of (i) the Group 2 Senior Percentage of the Principal Payment Amount for Loan Group 2, (ii) the applicable
Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 2, and (iii) the Group 2
Senior Liquidation Amount.
Group 2 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 2
Senior Percentage.
Group 3: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans
identified in the Mortgage Loan Schedule as having been assigned to Group 3 or with respect to the
Certificates, the Group 3 Certificates (as specified in the Preliminary Statement).
Group 3 Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for
each Mortgage Loan in Loan Group 3 which became a Liquidated Mortgage Loan during the prior calendar month,
of the lesser of (i) the Group 3 Senior Percentage of the Stated Principal Balance of such Mortgage Loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage
Loan.
Group 3 Senior Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction the numerator of which is the aggregate Class Principal Balance of the Group 3 Certificates
immediately prior to such Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 3, as of the first day of the related Collection
Period (excluding any such Mortgage Loans that were subject to a Payoff, the principal of which was
distributed on the Distribution Date preceding the current Distribution Date); provided, however, in no event
will the Group 3 Senior Percentage exceed 100%.
Group 3 Senior Principal Distribution Amount: With respect to any Distribution Date, the sum
of (i) the Group 3 Senior Percentage of the Principal Payment Amount for Loan Group 3, (ii) the applicable
Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 3, and (iii) the Group 3
Senior Liquidation Amount.
Group 3 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 3
Senior Percentage.
Group 4: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans
identified in the Mortgage Loan Schedule as having been assigned to Group 4 or with respect to the
Certificates, the Group 4 Certificates (as specified in the Preliminary Statement).
Group 4 Senior Liquidation Amount: With respect to any Distribution Date, the aggregate, for
each Mortgage Loan in Loan Group 4 which became a Liquidated Mortgage Loan during the prior calendar month,
of the lesser of (i) the Group 4 Senior Percentage of the Stated Principal Balance of such Mortgage Loan and
(ii) the applicable Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage
Loan.
Group 4 Senior Percentage: With respect to any Distribution Date, the percentage equivalent of
a fraction the numerator of which is the aggregate Class Principal Balance of the Group 4 Certificates
immediately prior to such Distribution Date and the denominator of which is the aggregate of the Stated
Principal Balances of the Mortgage Loans in Loan Group 4, as of the first day of the related Collection
Period (excluding any such Mortgage Loans that were subject to a Payoff, the principal of which was
distributed on the Distribution Date preceding the current Distribution Date); provided, however, in no event
will the Group 4 Senior Percentage exceed 100%.
Group 4 Senior Principal Distribution Amount: With respect to any Distribution Date, the sum
of (i) the Group 4 Senior Percentage of the Principal Payment Amount for Loan Group 4, (ii) the applicable
Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group 4, and (iii) the Group 4
Senior Liquidation Amount.
Group 4 Subordinate Percentage: For any Distribution Date, the excess of 100% over the Group 4
Senior Percentage.
Group 5: With respect to the Mortgage Loans, the pool of adjustable rate Mortgage Loans
identified in the Mortgage Loan Schedule as having been assigned to Group 5 or with respect to the
Certificates, the Group 5 Certificates.
Group 5 Certificates: As set forth in the Preliminary Statement.
Group 5 Credit Support Depletion Date: The first Distribution Date on which the aggregate
Class Principal Balance of the Group 5 Subordinate Certificates has been or will be reduced to zero.
Group 5 Interest Rate Cap Account: The separate Eligible Account created and initially
maintained by the Trust Administrator pursuant to Section 4.10 in the name of the Trust Administrator for the
benefit of the Certificateholders and designated "Xxxxx Fargo Bank, N.A. in trust for registered holders of
Adjustable Rate Mortgage Trust 2005-11, Adjustable Rate Mortgage-Backed Pass Through Certificates, Series
2005-11, Group 5 Certificates" Funds in the Group 5 Interest Rate Cap Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement. The Group 5 Interest Rate Cap
Account will not be an asset of any REMIC. Ownership of the Group 5 Interest Rate Cap Account is evidenced
by the Class 5-X Certificates.
Group 5 Interest Rate Cap Agreement: The interest rate cap agreement relating to the Group 5
Certificates consisting of the ISDA Master Agreement, the Schedule and the Credit Support Annex, each dated
as of the Closing Date and the Confirmations related thereto, between the Trustee on behalf of the Trust and
the Group 5 Interest Rate Cap Counterparty, as such agreement may be amended and supplemented in accordance
with its terms and any replacement Group 5 Interest Rate Cap Agreement acceptable to the Depositor and the
Trustee.
Group 5 Interest Rate Cap Counterparty: Credit Suisse First Boston International, or any
successor in interest thereto under the Group 5 Interest Rate Cap Agreement.
Group 5 Senior Certificates: As set forth in the Preliminary Statement.
Group 5 Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a
percentage, the numerator of which is the sum of the aggregate Class Principal Balance of the Class M
Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be
less than zero), in each case after giving effect to payments on such Distribution Date (assuming no Trigger
Event has occurred), and the denominator of which is the Aggregate Loan Group Balance for Loan Group 5 for
such Distribution Date.
Group 5 Senior Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the
amount, if any, by which (x) the aggregate Class Principal Balance of the Group 5 Senior Certificates,
immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 82.10% and
(ii) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date and (B) the amount, if any,
by which (i) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date exceeds (ii) 0.50%
of the Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off Date.
Group 5 Subordinate Certificates: As set forth in the Preliminary Statement.
Index: With respect to any Mortgage Loan and each related Adjustment Date, the index as
specified in the related Mortgage Note.
Indirect Participants: Entities, such as banks, brokers, dealers and trust companies, that
clear through or maintain a custodial relationship with a Participant, either directly or indirectly.
IndyMac: IndyMac Bank, F.S.B., and its successors and assigns.
IndyMac Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which IndyMac is the applicable Servicer.
IndyMac Reconstituted Servicing Agreement: That certain Reconstituted Servicing Agreement
dated as of October 1, 2005 among DLJMC, IndyMac, the Master Servicer and the Trust Administrator, and
acknowledged by the Trustee.
IndyMac Underlying Servicing Agreement: The "Servicing Agreement" referred to in the IndyMac
Reconstituted Servicing Agreement.
Initial Bankruptcy Loss Coverage Amount: $275,666.
Initial Class Principal Balance: As set forth in the Preliminary Statement.
Insurance Policy: With respect to any Mortgage Loan included in the Trust Fund, any Mortgage
Guaranty Insurance Policy, any standard hazard insurance policy, flood insurance policy or title insurance
policy, including all riders and endorsements thereto in effect, including any replacement policy or policies
for any Insurance Policies.
Insurance Proceeds: Proceeds of any primary mortgage guaranty insurance policies, including,
without limitation, any other Insurance Policies with respect to the Mortgage Loans, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the related Servicer's or Designated Servicer's normal servicing procedures.
Interest Determination Date: With respect to the LIBOR Certificates and for each Accrual
Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
Interest Distribution Amount: With respect to any Distribution Date and interest bearing
Class of Group 1, Group 2, Group 3, Group 4 and Class C-B Certificates, the sum of (i) one month's interest
accrued during the related Accrual Period at the applicable Pass-Through Rate for such Class on the related
Class Principal Balance or Class Notional Amount, as applicable, subject to reduction pursuant to
Section 4.01(I)(B), and (ii) any Class Unpaid Interest Amounts for such Class and Distribution Date.
Interest Remittance Amount: For any Distribution Date and the Mortgage Loans in Loan Group 5,
an amount equal to the sum of (1) all interest collected (other than Payaheads) or advanced in respect of
Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection Period, the
interest portion of Payaheads previously received on the Mortgage Loans in such Loan Group and intended for
application in the related Collection Period and interest portion of all Payoffs (net of Payoff Interest and
Prepayment Interest Excess for such Distribution Date) and Curtailments received on the Mortgage Loans in
such Loan Group during the related Prepayment Period, less (x) the applicable Expense Fees with respect to
such Mortgage Loans and (y) unreimbursed Advances and other amounts due to the Master Servicer, the
applicable Servicer, the Back-Up Servicer and the Trust Administrator with respect to such Mortgage Loans, to
the extent allocable to interest, (2) all Compensating Interest Payments paid by a Servicer with respect to
the Mortgage Loans in such Loan Group with respect to the related Prepayment Period, (3) the portion of any
Substitution Adjustment Amount and Purchase Price paid with respect to the Mortgage Loans in such Loan
Group during the related Collection Period, in each case allocable to interest and the proceeds of any
purchase of such Mortgage Loans by the Terminating Entity pursuant to Section 11.01 in an amount not
exceeding the interest portion of the Par Value with respect to such Mortgage Loans, and (4) all Net
Liquidation Proceeds and recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the
extent allocable to interest, and unpaid Expense Fees), if any, collected with respect to the Mortgage Loans
in such Loan Group during the prior calendar month, to the extent allocable to interest.
Interest Shortfall: For any Distribution Date and the Mortgage Loans in Loan Group 5, an
amount equal to the aggregate shortfall, if any, in collections of interest (adjusted to the related Net
Mortgage Rate) on Mortgage Loans in Loan Group 5 resulting from (a) Principal Prepayments received during the
related Prepayment Period after giving effect to the Compensating Interest Payment for such Distribution Date
and (b) interest payments on certain of the Mortgage Loans in Loan Group 5 being limited pursuant to the
provisions of the Relief Act.
JPMorgan: JPMorgan Chase Bank, N.A., and its successors and assigns.
JPMorgan Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which JPMorgan is the applicable Servicer.
LaSalle: LaSalle Bank, National Association.
LaSalle Bank Custodial Agreement: That certain Custodial Agreement dated as of October 1, 2005
among LaSalle, the Trustee and the Trust Administrator.
Lender Paid Mortgage Guaranty Insurance Policy: Any lender paid Mortgage Guaranty Insurance
Policy.
LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the State of New York or in the City of London, England are required or authorized by
law to be closed.
LIBOR Certificates: As set forth in the Preliminary Statement.
Liquidated Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage Loan
(including any REO Property) which was liquidated in the calendar month preceding the month of such
Distribution Date and as to which a Servicer, has determined (with respect to the Non-Designated Mortgage
Loans, in accordance with this Agreement, or with respect to the Designated Mortgage Loans, in accordance
with the related Designated Servicing Agreement) that it has received all amounts it expects to receive in
connection with the liquidation of such Mortgage Loan, including the final disposition of the related
REO Property, whether from Insurance Proceeds, Liquidation Proceeds or otherwise.
Liquidation Expenses: Customary and reasonable "out of pocket" expenses incurred by a Servicer
(or the related Subservicer) in connection with the liquidation of any defaulted Mortgage Loan and not
recovered by the related Servicer (or the related Subservicer) under a Mortgage Guaranty Insurance Policy for
reasons other than such Servicer's failure to comply with Section 3.09 hereof, such expenses including,
without limitation, legal fees and expenses, any unreimbursed amount expended by a Servicer pursuant to
Section 3.11 hereof respecting the related Mortgage and any related and unreimbursed expenditures for real
estate property taxes or for property restoration or preservation to the extent not previously reimbursed
under any hazard insurance policy for reasons other than such Servicer's failure to comply with Section 3.11
hereof.
Liquidation Principal: With respect to any Distribution Date and a Loan Group, the principal
portion of Net Liquidation Proceeds received with respect to each Mortgage Loan in that Loan Group, but not
in excess of the principal balance of such Mortgage Loan, which became a Liquidated Mortgage Loan (but not in
excess of the principal balance thereof) during the preceding calendar month, exclusive of the portion
thereof, if any, attributable to Assigned Prepayment Premiums.
Liquidation Proceeds: Amounts, including Insurance Proceeds, received in connection with the
partial or complete liquidation of defaulted Mortgage Loans, whether through trustee's sale, foreclosure sale
or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged
Property related to a Mortgage Loan and any other proceeds received in connection with an REO Property, other
than Recoveries.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4 or Loan Group 5, as
applicable. Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 together will constitute one sub-trust
and Loan Group 5 will constitute another sub-trust.
Loan Group 1: All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the Mortgage
Loan Schedule.
Loan Group 2: All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the Mortgage
Loan Schedule.
Loan Group 3: All Mortgage Loans identified as Loan Group 3 Mortgage Loans on the Mortgage
Loan Schedule.
Loan Group 4: All Mortgage Loans identified as Loan Group 4 Mortgage Loans on the Mortgage
Loan Schedule.
Loan Group 5: All Mortgage Loans identified as Loan Group 5 Mortgage Loans on the Mortgage
Loan Schedule.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of
which is the Stated Principal Balance of the related Mortgage Loan at the date of determination and the
denominator of which is the Appraised Value of the Mortgaged Property.
Loss and Delinquency Test: With respect to the SPS Mortgage Loans, SPS will fail the Loss and
Delinquency Test on any date of determination as to which (i) the aggregate outstanding principal balance of
the SPS Mortgage Loans delinquent 60 days or more (including all related REO Properties and related Mortgage
Loans in foreclosure) (averaged over the preceding six month period), as a percentage of the aggregate
principal balance of the SPS Mortgage Loans as of the first day of the month of such determination is equal
to or greater than 50% or (ii) cumulative Realized Losses for the SPS Mortgage Loans exceed (a) with respect
to any month prior to the third anniversary of the first Distribution Date, 20% of the aggregate principal
balance of the SPS Mortgage Loans as of the Closing Date (the "Original SPS Mortgage Loan Principal
Balance"), (b) with respect to any month on or after the third anniversary but prior to the eighth anniversary
of the first Distribution Date, 30% of the Original SPS Mortgage Loan Principal Balance, (c) with respect to
any month on or after the eighth anniversary but prior to the ninth anniversary of the first Distribution
Date, 35% of the Original SPS Mortgage Loan Principal Balance, (d) with respect to any month on or after the
ninth anniversary but prior to the tenth anniversary of the first Distribution Date, 40% of the Original SPS
Mortgage Loan Principal Balance, (e) with respect to any month on or after the tenth anniversary but prior to
the eleventh anniversary of the first Distribution Date, 45% of the Original SPS Principal Balance and
(f) with respect to any month on or after the eleventh anniversary of the first Distribution Date, 50% of the
Original SPS Mortgage Loan Principal Balance. For purposes of this definition, the term "Realized Losses"
shall not include Debt Service Reductions or Deficient Valuations.
Lost Mortgage Note: Any Mortgage Note the original of which was permanently lost or destroyed
and has not been replaced.
Majority Servicer: With respect to any Optional Termination, the Servicer servicing the
largest percentage of Mortgage Loans in the Loan Group(s) to be purchased in such Optional Termination (by
Stated Principal Balance of outstanding Mortgage Loans on the Optional Termination Date) which has notified
the Trust Administrator of its intention to be the Terminating Entity of such Loan Group(s) pursuant to
Section 11.02(a).
Marker Rate: With respect to the Class 5-X Certificates and the REMIC II Regular Interests
LT1, LT2, LT3 and LT4 and any Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II Regular
Interest LT3.
Master Servicer: Xxxxx Fargo.
Maturity Date: The Distribution Date occurring in February 2036.
Maximum Interest Rate: With respect to the Group 5 Certificates and any Distribution Date, an
annual rate equal to the weighted average of the Maximum Mortgage Rates of the Mortgage Loans in Loan Group 5
minus the weighted average Expense Fee Rate of the Mortgage Loans in Loan Group 5.
Maximum Mortgage Rate: With respect to each Mortgage Loan, the percentage set forth in the
related Mortgage Note as the maximum Mortgage Rate thereunder.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.
MERS® System: The system of recording transfers of mortgages electronically maintained by MERS.
MIN: The mortgage identification number for any MERS Mortgage Loan.
Minimum Mortgage Rate: With respect to each Mortgage Loan, the percentage set forth in the
related Mortgage Note as the minimum Mortgage Rate thereunder.
MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee fro the
originator of such Mortgage Loan and its successors and assigns.
Monthly Excess Cashflow: For any Distribution Date, an amount equal to the sum of the Monthly
Excess Interest, Overcollateralization Release Amount, if any for such date, and any Principal Payment Amount
remaining after the application of items (i) through (v) in the distribution thereof pursuant to
Section 4.01(II)(a), (b) or (c), as applicable.
Monthly Excess Interest: For any Distribution Date, any Interest Remittance Amount remaining
after the application of items (i) through (v) in the distribution thereof, pursuant to Section 4.01(II)(a).
Moody's: Xxxxx'x Investors Service, Inc. or any successor thereto.
Mortgage: With respect to a Mortgage Loan, the mortgage, deed of trust or other instrument
creating a first lien on a fee simple or leasehold estate securing a Mortgage Note.
Mortgaged Property: The underlying real property securing a Mortgage Loan or, with respect to
a Cooperative Loan, the related Cooperative Shares and Proprietary Lease.
Mortgage File: For each Mortgage Loan, the Trustee Mortgage File and the Servicer Mortgage
File.
Mortgage Guaranty Insurance Policy: Each policy of primary mortgage guaranty insurance or any
replacement policy therefor with respect to any Mortgage Loan.
Mortgage Loans: Such of the mortgage loans and cooperative loans (if any) transferred and
assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the
Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan
Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property. With
respect to each Mortgage Loan that is a Cooperative Loan, if any, "Mortgage Loan" shall include, but not be
limited to, the related Mortgage Note, Security Agreement, Assignment of Proprietary Lease, Recognition
Agreement, Cooperative Shares and Proprietary Lease and, with respect to each Mortgage Loan other than a
Cooperative Loan, "Mortgage Loan" shall include, but not be limited to the related Mortgages and the related
Mortgage Notes.
Mortgage Loan Purchase Price: The price, calculated as set forth in Section 11.01, to be paid
in connection with the purchase of the Mortgage Loans pursuant to an Optional Termination of the Trust Fund.
Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time amended by the Seller
to reflect the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to
Sections 2.01, 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, attached hereto as Schedule I, setting forth the following information with
respect to each Mortgage Loan and applicable Servicer by Loan Group:
1. the Mortgage Loan identifying number;
2. the Mortgagor's name;
3. the street address of the Mortgaged Property including the state and zip code;
4. a code indicating the type of Mortgaged Property (detached single family dwelling, PUD, condominium
unit, two- to four-unit residential property or Cooperative Unit) and the occupancy status.
5. the original months to maturity or the remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule and, if different, the maturity expressed in the same
manner but based on the actual amortization schedule;
6. the Loan-to-Value Ratio at origination;
7. the Mortgage Rate as of the Cut-off Date;
8. the stated maturity date;
9. the amount of the Scheduled Payment as of the Cut-off Date;
10. the original principal amount of the Mortgage Loan;
11. the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after
deduction of payments of principal due on or before the Cut-off Date whether or not collected;
12. a code indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity
take out refinance);
13. whether such Mortgage Loan has a Prepayment Premium;
14. [reserved];
15. the Expense Fee Rate as of the Cut-off Date;
16. the related Servicing Fee Rate (which may be disclosed on the Mortgage Loan Schedule in two parts
identified as the master servicing fee and servicing fee or in two parts identified as the "Lender
Fee" and the "Mgmt Fee");
17. [reserved];
18. whether such Mortgage Loan is a SPS Serviced Mortgage Loan, Xxxxx Fargo Serviced Mortgage Loan, Ocwen
Serviced Mortgage Loan, JPMorgan Serviced Mortgage Loan, IndyMac Serviced Mortgage Loan, GMAC Mortgage
Serviced Mortgage Loan, Countrywide Serviced Mortgage Loan, EverBank Serviced Mortgage Loan or First
Horizon Serviced Mortgage Loan;
19. the Index that is associated with such Mortgage Loan, if applicable;
20. the Gross Margin, if applicable;
21. the Periodic Rate Cap, if applicable;
22. the Minimum Mortgage Rate, if applicable;
23. the Maximum Mortgage Rate, if applicable;
24. the first Adjustment Date after the Cut-off Date, if applicable;
25. a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN;
26. the Custodian for such Mortgage Loan; and
With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall set
forth the following information, as of the Cut-off Date:
1. the number of Mortgage Loans;
2. the current aggregate principal balance of the Mortgage Loans as of the close of business on the
Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or
not collected; and
3. the weighted average Mortgage Rate of the Mortgage Loans.
Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor
under a Mortgage Loan.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Net Excess Spread: With respect to any Distribution Date and Loan Group 5, a fraction,
expressed as a percentage, the numerator of which is equal to the excess of (x) the Aggregate Loan Group
Balance for Loan Group 5 for the immediately preceding Distribution Date, multiplied by the product of (A)
the Net WAC Rate for Loan Group 5 and (B) the actual number of days elapsed in the related Accrual Period
divided by 360 over (y) the aggregate Current Interest for Loan Group 5 for such Distribution Date, and the
denominator of which is an amount equal to the Aggregate Loan Group Balance for Loan Group 5 for the
immediately preceding Distribution Date, multiplied by the actual number of days elapsed in the related
Accrual Period divided by 360.
Net Funds Cap: For any Distribution Date and the Group 5 Certificates (other than the
Class 5-X Certificates), will be a per annum rate equal to (a) a fraction, expressed as a percentage, the
numerator of which is the product of (1) the Optimal Interest Remittance Amount for such date and (2) 12, and
the denominator of which is the Aggregate Loan Group Balance for Loan Group 5 (excluding any such Mortgage
Loans that were subject to a Payoff, the principal of which was distributed on the Distribution Date
preceding the current Distribution Date) for the immediately preceding Distribution Date (or, in the case of
the first Distribution Date, the Aggregate Loan Group Balance for Loan Group 5 as of the Cut-off Date,
multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number
of days in the related Accrual Period.
Net Interest Shortfalls: For any Distribution Date and the Group 1, Group 2, Group 3 and
Group 4 Mortgage Loans, the sum of (A) the amount of interest which would otherwise have been received for a
Mortgage Loan in the related Loan Group during the prior calendar month that was the subject of (x) a Relief
Act Reduction or (y) a Special Hazard Loss, Fraud Loss or Bankruptcy Loss, after the exhaustion of the
respective amounts of coverage provided by the Class C-B Certificates for those types of losses; and (B) any
related Net Prepayment Interest Shortfalls.
Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the excess of the
related Liquidation Proceeds over the sum of Liquidation Expenses, Expense Fees and unreimbursed Advances and
Servicing Advances.
Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum rate equal to the
Mortgage Rate for such Mortgage Loan less the related Expense Fee Rate.
Net Prepayment Interest Shortfalls: With respect to any Distribution Date, the amount by which
the aggregate of Prepayment Interest Shortfalls during the related Prepayment Period exceeds the Compensating
Interest Payment for such Distribution Date.
Net Realized Losses: For any Class of Certificates, other than the Group 5 Certificates, and
any Distribution Date, the excess of (i) the amount of unreimbursed Realized Losses previously allocated to
that Class over (ii) the sum of (a) the amount of any increases to the Class Principal Balance of that
Class pursuant to Section 4.03 due to Recoveries and (b) amounts previously distributed to such Class in
respect of Realized Losses pursuant to Section 4.01.
Net Recovery Realized Losses: For any Class of Certificates, other than the Group 5
Certificates, and any Distribution Date, the excess of Net Realized Losses for such Distribution Date over
the amount distributed in respect of Realized Losses pursuant to Section 4.01 on that Distribution Date.
Net WAC Rate: With respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 and
for any Distribution Date, the Weighted Average Pass-Through Rate for such Loan Group for such Distribution
Date.
In addition, for any purpose for which the Net WAC Rate is calculated, the interest rate on the
Mortgage Loans shall be appropriately adjusted to account for the difference between any counting convention
used with respect to the Mortgage Loans and any counting convention used with respect to a REMIC Regular
Interest.
Non-Designated Mortgage Loans: The Mortgage Loans that are not Designated Mortgage Loans.
Nonrecoverable Advance: Any portion of an Advance or Servicing Advance previously made or
proposed to be made by the Master Servicer or a Servicer that, in the good faith judgment of the Master
Servicer or a Servicer (as applicable), will not be ultimately recoverable by the Master Servicer or a
Servicer (as applicable) from the related Mortgagor, related Liquidation Proceeds or otherwise from proceeds
or collections on the related Mortgage Loan.
Notional Amount Certificates: As set forth in the Preliminary Statement.
Ocwen: Ocwen Loan Servicing, LLC, and its successors and assigns.
Ocwen Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule, for which Ocwen is the applicable Servicer.
Offered Certificates: As set forth in the Preliminary Statement.
Officer's Certificate: A certificate signed by the Chairman of the Board, any Vice Chairman of
the Board, the President, an Executive Vice President, Senior Vice President, a Vice President, or other
authorized officer, the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant Secretaries
of the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, a Subservicer, the
Trustee or the Trust Administrator, as the case may be, and delivered to the Depositor, the Seller, the
Master Servicer, the Special Servicer, the Servicers, the Trustee or the Trust Administrator, as required by
this Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel for the Depositor, the
Master Servicer or a Servicer, including in-house counsel, reasonably acceptable to the Trustee and the Trust
Administrator. With respect to the definition of Eligible Account in this Article I and Sections 2.05 and
7.04 hereof and any opinion dealing with the qualification of each REMIC created hereunder or compliance with
the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor, the Master Servicer and
such Servicer, (ii) not have any direct financial interest in the Depositor, the Master Servicer or such
Servicer or in any affiliate of either of them and (iii) not be connected with the Depositor, the Master
Servicer or such Servicer as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, that with respect to Xxxxx Fargo Bank, N.A. as Servicer, such
counsel may be in-house counsel for Xxxxx Fargo Bank, N.A. as Servicer.
Optimal Interest Remittance Amount: With respect to any Distribution Date and Loan Group 5,
the excess of (i) the product of (1) (x) the weighted average of the Net Mortgage Rates of the Mortgage Loans
in Loan Group 5 as of the first day of the related Collection Period divided by (y) 12 and (2) the Aggregate
Loan Group Balance for Loan Group 5 for the immediately preceding Distribution Date (excluding any such
Mortgage Loans that were subject to a Payoff, the principal of which was distributed on the Distribution Date
preceding the current Distribution Date), over (ii) any expenses that reduce the Interest Remittance Amount
with respect to Loan Group 5 that did not arise as a result of a default or delinquency of the Mortgage Loans
in Loan Group 5 or were not taken into account in computing the Expense Fee Rate.
Optional Termination: The purchase of the Mortgage Loans pursuant to Section 11.01.
Optional Termination Date: The date fixed by a Terminating Entity for the purchase of the
Mortgage Loans pursuant to Section 11.01.
Optional Termination Notice Period: The period during which notice is to be given to the
affected Certificateholders of an Optional Termination pursuant to Section 11.03(d).
OTS: The Office of Thrift Supervision.
Outsourcer: As defined in Section 3.02.
Overcollateralization Amount: For any Distribution Date, an amount equal to the amount, if
any, by which (x) the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date exceeds
(y) the aggregate Class Principal Balance of the Group 5 Certificates (other than the Class 5-X Certificates)
after giving effect to payments on such Distribution Date.
Overcollateralization Deficiency: For any Distribution Date, the amount, if any, by which
(x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization
Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such
Distribution Date of the aggregate Class Principal Balance of the Group 5 Certificates (other than the
Class 5-X Certificates) resulting from the payment of the Principal Payment Amount on such Distribution Date
but prior to allocation of any Applied Loss Amount on the Group 5 Certificates on such Distribution Date.
Overcollateralization Release Amount: For any Distribution Date, an amount equal to the lesser
of (x) the Principal Remittance Amount for Loan Group 5 for such Distribution Date and (y) the amount, if
any, by which (1) the Overcollateralization Amount for such date, calculated for this purpose on the basis of
the assumption that 100% of the Principal Remittance Amount for Loan Group 5 for such date is applied on such
date in reduction of the aggregate of the Class Principal Balances of the Group 5 Certificates (other than
the Class 5-X Certificates), exceeds (2) the Targeted Overcollateralization Amount for such date.
Overcollateralized Group: As defined in Section 4.07(b).
Participant: A broker, dealer, bank, other financial institution or other Person for whom DTC
effects book entry transfers and pledges of securities deposited with DTC.
Par-Value: As defined in Section 11.01.
Pass-Through Entity: (a) a regulated investment company described in Section 851 of the Code,
a real estate investment trust described in Section 856 of the Code, a common trust fund or an organization
described in Section 1381(a) of the Code, (b) any partnership, trust or estate or (c) any person holding a
Class A Certificate as nominee for another person.
Pass-Through Rate: For any interest bearing Class of Certificates, the per annum rate set
forth or calculated in the manner described in the Preliminary Statement. Interest on the Certificates,
other than the LIBOR Certificates, will be computed on the basis of a 360 day year comprised of twelve 30 day
months. Interest on the LIBOR Certificates and the Class 5-X Certificates (to the extent it is entitled to
interest from Loan Group 5) will be computed on the basis of a 360-day year and the actual number of days
elapsed in the related Accrual Period.
Payahead: Any Scheduled Payment intended by the related Mortgagor to be applied in a
Collection Period subsequent to the Collection Period in which such payment was received.
Payoff: Any payment of principal on a Mortgage Loan equal to the entire outstanding Stated
Principal Balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such
Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan
to the date of such payment in full.
Payoff Interest: For any Distribution Date with respect to each SPS Serviced Mortgage Loan for
which a Payoff was received on or after the first calendar day of the month of such Distribution Date and
before the 15th calendar day of such month, an amount of interest thereon at the applicable Net Mortgage Rate
from the first day of such month through the day of receipt thereof.
Percentage Interest: With respect to any Certificate, either the percentage set forth on the
face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.
Person: Any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization or government, or any agency or political subdivision thereof.
Physical Certificates: As set forth in the Preliminary Statement.
Pledge Instruments: With respect to each Cooperative Loan, the Stock Power, the Assignment of
Proprietary Lease and the Security Agreement.
Prepayment Interest Excess: With respect to any Ocwen Serviced Mortgage Loan, Distribution
Date and Payoff during the portion of the related Prepayment Period occurring from the first day through the
fourteenth day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to
the extent received) at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction),
as reduced by the related Expense Fee Rate on the amount of such Payoff for the number of days commencing on
the first day of the calendar month in which such Distribution Date occurs and ending on the date on which
such Payoff is so applied; provided, that Prepayment Interest Excess shall only exist with respect to any
Ocwen Serviced Mortgage Loan and any Distribution Date if the related Payoff is deposited by Ocwen in the
related Collection Account pursuant to Section 3.05(c)(i) hereof in the same month as such Payoff is made, to
be included with distributions on such Distribution Date.
Prepayment Interest Shortfall: With respect to any Mortgage Loan, Distribution Date and
Principal Prepayment (other than a Payoff on a Xxxxx Fargo Serviced Mortgage Loan, SPS Serviced Mortgage
Loan, Ocwen Serviced Mortgage Loan or JPMorgan Serviced Mortgage Loan received during the period from and
including the first day to and including the 14th day of the month of such Distribution Date) received during
the related Prepayment Period, the difference between (i) one full month's interest at the applicable
Mortgage Rate (giving effect to any applicable Relief Act Reduction, Debt Service Reduction and Deficient
Valuation), as reduced by the Servicing Fee Rate, if applicable, on the outstanding principal balance of such
Mortgage Loan immediately prior to such prepayment or, if such Principal Prepayment is a Curtailment, the
principal amount of such Curtailment and (ii) the amount of interest actually received with respect to such
Mortgage Loan in connection with such Principal Prepayment, net of the Servicing Fee, if applicable.
Prepayment Period: With respect to each Distribution Date and each Payoff with respect to a
Xxxxx Fargo Serviced Mortgage Loan, SPS Serviced Mortgage Loan, JPMorgan Serviced Mortgage Loan or Ocwen
Serviced Mortgage Loan, the related "Prepayment Period" will commence on the 15th day of the month preceding
the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Cut-off Date) and will end on the 14th day of the month in which such Distribution Date
occurs. With respect to each Distribution Date and each Payoff with respect to any Mortgage Loan serviced by
a Designated Servicer, the related "Prepayment Period" will be the period set forth in the related Designated
Servicing Agreement. With respect to each Distribution Date and each Curtailment with respect to any
Mortgage Loan, the related "Prepayment Period" will be the calendar month preceding the month in which such
Distribution Date occurs.
Prepayment Premium: With respect to any Mortgage Loan, any fee or premium required to be paid
if the Mortgagor prepays such Mortgage Loan as provided in the related Mortgage Note or Mortgage.
Principal Payment Amount: For any Distribution Date and Loan Group 1, Loan Group 2, Loan
Group 3 or Loan Group 4, the sum of (i) the principal portion of the Scheduled Payments on the Mortgage Loans
in such Loan Group due on the related Due Date, (ii) the principal portion of repurchase proceeds received
with respect to any Mortgage Loan in such Loan Group which was repurchased as permitted or required by this
Agreement during the period beginning on the 15th day of the month preceding such Distribution Date and
ending on the 14th day of the month of such Distribution Date, with notice and receipt of funds three (3)
Business Days prior to the 14th day of the month of such Distribution Date and (iii) any other unscheduled
payments of principal which were received on the Mortgage Loans in such Loan Group during the related
calendar month preceding the month of such Distribution Date, other than Principal Prepayments or Liquidation
Principal.
For any Distribution Date and Loan Group 5, an amount equal to the Principal Remittance Amount
for such date minus the Overcollateralization Release Amount, if any, for such date.
Principal Prepayment: Any payment of principal on a Mortgage Loan which constitutes a Payoff
or Curtailment.
Principal Prepayment Amount: For any Distribution Date and Loan Group 1, Loan Group 2, Loan
Group 3 or Loan Group 4, the sum of (i) all Principal Prepayments relating to the Mortgage Loans in such Loan
Group which were received during the related Prepayment Period and (ii) all Recoveries received during the
calendar month preceding the month of that Distribution Date.
Principal Remittance Amount: For any Distribution Date and Loan Group 5, an amount equal to the
sum of (1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the
Mortgage Loans in such Loan Group during the related Collection Period (less unreimbursed Advances, Servicing
Advances and other amounts due to the Servicers, the Trustee, the Master Servicer and the Trust Administrator
with respect to the Mortgage Loans in such Loan Group, to the extent allocable to principal) and the
principal portion of Payaheads previously received on the Mortgage Loans in such Loan Group and intended for
application in the related Collection Period, (2) all Principal Prepayments received on the Mortgage Loans in
such Loan Group during the related Prepayment Period, (3) the Purchase Price of each Mortgage Loan in such
Loan Group that was repurchased by the Seller or purchased by the Special Servicer pursuant to
Section 3.11(g) or the holder of the Subordinate Certificates pursuant to Section 3.11(f), during the related
Collection Period and the principal proceeds of any purchase of Mortgage Loans in such Loan Group by the
Terminating Entity pursuant to Section 11.01 in an amount not exceeding the principal portion of the Par
Value with respect to such Mortgage Loans, (4) the portion of any Substitution Adjustment Amount paid with
respect to any Deleted Mortgage Loans in such Loan Group during the related Collection Period allocable to
principal, (5) all Net Liquidation Proceeds (net of unreimbursed Advances, Servicing Advances and other
expenses, to the extent allocable to principal) and any other Recoveries collected with respect to the
Mortgage Loans in such Loan Group during the preceding calendar month, to the extent allocable to principal,
and (6) amounts, if any, withdrawn from the Group 5 Interest Rate Cap Account to cover Realized Losses on the
Group 5 Mortgage Loans incurred during the related Collection Period.
Principal Transfer Amount: For any Distribution Date and each Undercollateralized Group, the
excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such
Undercollateralized Group over the Aggregate Loan Group Balance of such Group.
Private Certificates: As set forth in the Preliminary Statement.
Proprietary Lease: The lease on a Cooperative Unit evidencing the possessory interest of the
owner of the Cooperative Shares in such Cooperative Unit.
Pro Rata Share: With respect to any Distribution Date and any Class of Class C-B Certificates,
the portion of the Subordinate Principal Distribution Amount allocable to such Class, equal to the product of
the Subordinate Principal Distribution Amount on such Distribution Date and a fraction, the numerator of
which is the related Class Principal Balance of such Class and the denominator of which is the aggregate of
the Class Principal Balances of the Class C-B Certificates.
Prospectus: The Prospectus, dated January 25, 2005, relating to the offering by the Depositor
from time to time of its Mortgage-Backed Pass Through Certificates (Issuable in Series) in the form in which
it was or will be filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the 1933
Act with respect to the offer and sale of the Offered Certificates.
Prospectus Supplement: The Prospectus Supplement, dated October 27, 2005, relating to the
offering of the Offered Certificates in the form in which it was or will be filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the 1933 Act with respect to the offer and sale of the
Offered Certificates.
PUD: Planned Unit Development.
Purchase Price: With respect to any Mortgage Loan required to be repurchased by the Seller
pursuant to Section 2.02 or 2.03, purchased by a holder of certain Certificates pursuant to
Section 3.11(f) or purchased at the option of the Special Servicer pursuant to Section 3.11(g), the sum of
(i) 100% of the Stated Principal Balance of the Mortgage Loan as of the first day of the month of such
purchase, (ii) accrued and unpaid interest on the Mortgage Loan at the applicable Mortgage Rate (reduced by
the related Servicing Fee Rate, if the purchaser is also the Servicer thereof) from the first day of the
month of such purchase to the first day of the month immediately following the month of such purchase,
(iii) in the case of a Mortgage Loan purchased by the Seller or the Depositor, the amount of any unreimbursed
Advances and Servicing Advances made by a Servicer, if such Servicer is not the Seller or the Depositor, with
respect to such Mortgage Loan or, in the case of a Mortgage Loan purchased by the Special Servicer, any
unreimbursed Advances and Servicing Advances payable to any Servicer (other than the Servicer or Special
Servicer, as the case may be, which is purchasing such Mortgage Loans) and (iv) with respect to any purchase
by the Seller pursuant to Section 2.03, any costs and damages actually incurred and paid by or on behalf of
the Trust in connection with any breach of the representation and warranty set forth in Schedule III(viii) as
a result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan. With respect
to any Mortgage Loan required or allowed to be purchased, the Special Servicer, the Certificateholder, the
Seller or the Depositor, as applicable, shall deliver to the Trustee and the Trust Administrator an Officer's
Certificate as to the calculation of the Purchase Price.
Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws
of the state of its principal place of business and each state having jurisdiction over such insurer in
connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the insurance provided by the
insurance policy issued by it, approved as a FNMA or FHLMC approved mortgage insurer or having a claims
paying ability rating of at least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims
paying ability rating as the insurer it replaces had on the Closing Date.
Qualified Substitute Mortgage Loan: One or more Mortgage Loans substituted by the Seller for
one or more Deleted Mortgage Loans which must, on the date of such substitution, as confirmed in a Request
for Release, substantially in the form of Exhibit K, individually or in the aggregate and on a weighted
average basis, as applicable (i) have a Stated Principal Balance, after deduction of the principal portion of
the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the
Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and
not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan to Value Ratio
no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not more than one
year greater than or less than that of the Deleted Mortgage Loan; provided that the remaining term to
maturity of any such Mortgage Loan shall be no greater than the last maturing Mortgage Loan immediately prior
to any substitution; (v) have a Maximum Mortgage Rate and Minimum Mortgage Rate not less than the respective
such rates for the Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage
Loan and have the same Index as the Deleted Mortgage Loan; (vi) not be a Cooperative Loan unless the Deleted
Mortgage Loan was a Cooperative Loan and (vii) comply with each representation and warranty set forth in
Section 2.03(b).
Rating Agency: Each of Xxxxx'x, S&P and DBRS, or any successor to any of them, so long as such
entity is rating any of the Certificates.
Ratings: As of any date of determination, the ratings, if any, of the Certificates as assigned
by the Rating Agencies.
Realized Loss: With respect to any Mortgage Loan, (1) with respect to each Liquidated Mortgage
Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the
date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidated Mortgage Loan as of the
date of such liquidation, plus (ii) interest at the applicable Net Mortgage Rate from the related Due Date as
to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the related Due
Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the Net Liquidation Proceeds, if any,
received during the month in which such liquidation occurred, to the extent applied as recoveries of interest
at the Net Mortgage Rate and to principal of the Liquidated Mortgage Loan; (2) for any Mortgage Loan subject
to a Deficient Valuation, the excess of the Stated Principal Balance of that Mortgage Loan over the principal
amount as reduced in connection with the proceedings resulting in the Deficient Valuation; or (3) for any
Debt Service Reduction Mortgage Loan, the present value of all monthly Debt Service Reductions on the
Mortgage Loan, assuming that the mortgagor pays each Scheduled Payment on the applicable Due Date and that no
Principal Prepayments are received on the Mortgage Loan, discounted at the applicable Mortgage Rate.
Realized Losses allocated to the Class 5-X Certificates shall be allocated first to the
REMIC III Regular Interest 5-X-IO in reduction of the accrued but unpaid interest thereon until such accrued
and unpaid interest shall have been reduced to zero and then to the REMIC III Regular Interest 5-X-PO in
reduction of the principal balance thereof.
Recognition Agreement: An Agreement among a Cooperative Corporation, a lender and a Mortgagor
with respect to a Cooperative Loan whereby such parties (i) acknowledge that such lender may make, or intends
to make, such Cooperative Loan, (ii) make certain agreements with respect to such Cooperative Loan.
Record Date: With respect to any Distribution Date and the Certificates other than the LIBOR
Certificates held in Book-Entry Form on such Distribution Date, the close of business on the last Business
Day of the month preceding the month in which the applicable Distribution Date occurs. With respect to any
Distribution Date and the LIBOR Certificates held in Book-Entry Form on such Distribution Date, the close of
business on the Business Day immediately preceding such Distribution Date.
Recovery: With respect to any Distribution Date and Mortgage Loan that became a Liquidated
Mortgage Loan in a month preceding the month prior to the Distribution Date, an amount received in respect of
principal on such Mortgage Loan which has previously been allocated as a Realized Loss or Applied Loss Amount
to a Class or Classes of Certificates, net of reimbursable expenses.
Reference Bank Rate: With respect to any Accrual Period relating to the LIBOR Certificates as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of
the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as
of 11:00 A.M., London time, on the Interest Determination Date prior to the first day of such Accrual Period
to prime banks in the London interbank market for a period of one month in amounts approximately equal to the
aggregate Class Principal Balance of the LIBOR Certificates; provided that at least two such Reference Banks
provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic
mean of the rates quoted by one or more major banks in New York City, selected by the Trust Administrator
after consultation with DLJMC, as of 11:00 A.M., New York City time, on such date for loans in U.S. Dollars
to leading European banks for a period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates. If no such quotations can be obtained, the Reference Bank Rate
shall be the Reference Bank Rate applicable to the preceding Accrual Period.
Reference Banks: Three major banks that are engaged in the London interbank market, selected
by the Trust Administrator after consultation with DLJMC.
Registration Statement: That certain registration statement on Form S-3, as amended
(Registration No. 333-120966), relating to the offering by the Depositor from time to time of its
Mortgage-Backed Pass Through Certificates (Issuable in Series) as heretofore declared effective by the
Securities and Exchange Commission.
Regular Certificates: All of the Certificates other than the Class AR and Class AR-L
Certificates.
Relief Act: The Servicemembers Civil Relief Act, as amended, and any similar state or local
law.
Relief Act Reductions: With respect to any Distribution Date and any Mortgage Loan as to which
there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar
month as a result of the application of the Relief Act, the amount, if any, by which (i) interest collectible
on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon
for such month pursuant to the Mortgage Note.
REMIC: A "real estate mortgage investment conduit," within the meaning of Section 860D of the
Code. Reference herein to REMIC refers to each REMIC created by the Preliminary Statement.
REMIC Election: An election, for federal income tax purposes, to treat certain assets as a
REMIC.
REMIC I Available Distribution Amount: For each of Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4, for any Distribution Date, the Available Distribution Amount for such Loan Group.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution
Amounts shall be deemed distributed to REMIC III, as the holder of the REMIC I Regular Interests, and to
Holders of the Class AR-L Certificates in respect of Component I thereof, pursuant to Section 4.01(IV)(a)(i),
in the following amounts and priority:
(a) To the extent of the REMIC I Available Distribution Amount for Loan Group 1:
(i) first, to Class Y-1 and Class Z-1 Regular Interests and Component I of the
Class AR-L Certificates, concurrently, the Uncertificated Accrued Interest for such Classes remaining
unpaid from previous Distribution Dates, pro rata according to their respective shares of such unpaid
amounts;
(ii) second, to the Class Y-1 and Class Z-1 Regular Interests and Component I of the
Class AR-L Certificates, concurrently, the Uncertificated Accrued Interest for such Classes for the
current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest;
(iii) third, to Component I of the Class AR-L Certificates, until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(iv) fourth, to the Class Y-1 and Class Z-1 Regular Interests, the Class Y-1
Principal Distribution Amount and the Class Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the REMIC I Available Distribution Amount for Loan Group 2:
(i) first, to the Class Y-2 and Class Z-2 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes remaining unpaid from previous Distribution Dates,
pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-2 and Class Z-2 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Accrued Interest; and
(iii) third, to the Class Y-2 and Class Z-2 Regular Interests, the Class Y-2 Principal
Distribution Amount and the Class Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amount for Loan Group 3:
(i) first, to the Class Y-3 and Class Z-3 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes remaining unpaid from previous Distribution Dates,
pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-3 and Class Z-3 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Accrued Interest; and
(iii) third, to the Class Y-3 and Class Z-3 Regular Interests, the Class Y-3 Principal
Distribution Amount and the Class Z-3 Principal Distribution Amount, respectively.
(d) To the extent of the REMIC I Available Distribution Amount for Loan Group 4:
(i) first, to the Class Y-4 and Class Z-4 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes remaining unpaid from previous Distribution Dates,
pro rata according to their respective shares of such unpaid amounts;
(ii) second, to the Class Y-4 and Class Z-4 Regular Interests, concurrently, the
Uncertificated Accrued Interest for such Classes for the current Distribution Date, pro rata according
to their respective Uncertificated Accrued Interest; and
(iii) third, to the Class Y-4 and Class Z-4 Regular Interests, the Class Y-4 Principal
Distribution Amount and the Class Z-4 Principal Distribution Amount, respectively.
(e) To the extent of the REMIC I Available Distribution Amounts for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a), (b), (c) and (d) of this definition of
"REMIC I Distribution Amount":
(i) first, to each Class of REMIC I Class Y and Class Z Regular Interests, pro rata
according to the amount of unreimbursed Realized Losses allocable to principal previously allocated to
each such Class; provided, however, that any amounts distributed pursuant to this paragraph (e)(i) of
this definition of "REMIC I Distribution Amount" shall not cause a reduction in the Uncertificated
Principal Balances of any of the Class Y and Class Z Regular Interests; and
(ii) second, to the Class AR-L Certificates in respect of Component I thereof, any
remaining amount.
REMIC I Realized Losses: Realized Losses on the Group 1, Group 2, Group 3 and Group 4 Mortgage
Loans shall be allocated to the REMIC I Regular Interests as follows: (1) the interest portion of Realized
Losses and Net Interest Shortfalls on the Group 1 Loans, if any, shall be allocated between the Class Y-1 and
Class Z-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof; (2) the interest portion of Realized Losses and Net Interest Shortfalls on the Group 2
Loans, if any, shall be allocated between the Class Y-2 and Class Z-2 Regular Interests pro rata according to
the amount of interest accrued but unpaid thereon, in reduction thereof; (3) the interest portion of Realized
Losses and Net Interest Shortfalls on the Group 3 Loans, if any, shall be allocated between the Class Y-3 and
Class Z-3 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in
reduction thereof; and (4) the interest portion of Realized Losses and Net Interest Shortfalls on the Group 4
Loans, if any, shall be allocated between the Class Y-4 and Class Z-4 Regular Interests pro rata according to
the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest portion of such
Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a
principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Group and
allocated pursuant to the succeeding sentences. The principal portion of Realized Losses with respect to the
Group 1, Group 2, Group 3 and Group 4 Mortgage Loans shall be allocated to the REMIC I Regular Interests as
follows: (1) the principal portion of Realized Losses on the Group 1 Loans shall be allocated, first, to the
Class Y-1 Regular Interest to the extent of the Class Y-1 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such
principal portion of such Realized Losses shall be allocated to the Class Z-1 Regular Interest in reduction
of the Uncertificated Principal Balance thereof; (2) the principal portion of Realized Losses on the Group 2
Loans shall be allocated, first, to the Class Y-2 Regular Interest to the extent of the Class Y-2 Principal
Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second,
the remainder, if any, of such principal portion of such Realized Losses shall be allocated to the Class Z-2
Regular Interest in reduction of the Uncertificated Principal Balance thereof; (3) the principal portion of
Realized Losses on the Group 3 Loans shall be allocated, first, to the Class Y-3 Regular Interest to the
extent of the Class Y-3 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of
such Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses
shall be allocated to the Class Z-3 Regular Interest in reduction of the Uncertificated Principal Balance
thereof; and (4) the principal portion of Realized Losses on the Group 4 Loans shall be allocated, first, to
the Class Y-4 Regular Interest to the extent of the Class Y-4 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such Regular Interest and, second, the remainder, if any, of such
principal portion of such Realized Losses shall be allocated to the Class Z-4 Regular Interest in reduction
of the Uncertificated Principal Balance thereof. For any Distribution Date, reductions in the Uncertificated
Principal Balances of the Class Y and Class Z Regular Interests pursuant to this definition of Realized Loss
shall be determined, and shall be deemed to occur, prior to any reductions of such Uncertificated Principal
Balances by distributions on such Distribution Date.
REMIC II Available Distribution Amount: The Available Distribution Amount for Loan Group 5.
REMIC II Distribution Amount: For any Distribution Date, the REMIC II Available Distribution
Amount 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(IV)(a)(ii), in the following amounts and priority:
(a) first, to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, pro rata, in an amount
equal to (A) their Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates; and
(b) second:
(i) to the REMIC II Regular Interests LT2, LT3 and LT4, their respective Principal
Distribution Amounts;
(ii) to the REMIC II Regular Interest LT1 its Principal Distribution Amount;
(iii) any remainder to the REMIC II Regular Interest LT1, until the Uncertificated
Principal Balance thereof has been reduced to zero;
(iv) any remainder to the REMIC II Regular Interests LT2, LT3 and LT4, pro rata,
according to their respective Uncertificated Principal Balances as reduced by the distributions made
pursuant to (i) above, until their respective Uncertificated Principal Balances have been reduced to
zero; and
(v) any remaining amounts to the Holders of the Class AR-L Certificates in respect
of Component II thereof;
(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" as follows:
(i) first, to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, pro rata, to the
extent of any Realized Losses allocated to such Regular Interests on such Distribution Date or any
prior Distribution Date and not previously reimbursed pursuant to this paragraph; provided, however,
that any amounts distributed pursuant to this paragraph (c)(i) of this definition of "REMIC II
Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balance of any of the
REMIC II Regular Interests LT1, LT2, LT3 and LT4; and
(ii) second, to the Class AR-L Certificates in respect of Component II thereof, any
remaining amount.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the
principal balances of the REMIC II Regular Interests LT1, LT2, LT3 and LT4, respectively, will be reduced on
such Distribution Date by the allocation of Realized Losses and the distribution of principal, determined as
follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC II Regular Interests LT1 after distributions on
the prior Distribution Date.
Y2 = the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior
Distribution Date.
Y3 = the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior
Distribution Date.
Y4 = the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior
Distribution Date (note: Y3 = Y4).
ΔY1 = the combined REMIC II Regular Interests LT1 Principal Reduction Amount.
ΔY2 = the REMIC II Regular Interest LT2 Principal Reduction Amount.
ΔY3 = the REMIC II Regular Interest LT3 Principal Reduction Amount.
ΔY4 = the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
ΔP = P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2, LT3 and LT4 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 5 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 5 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 for all Classes of Group 5 LIBOR 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 and (B) R0*P0.
γ1 = the lesser of (A) the sum for all Classes of Group 5 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 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.
The Principal Reduction Amount ΔY1 shall be allocated to the REMIC II Regular Interest LT1.
REMIC II Realized Losses: Realized Losses on the Group 5 Mortgage Loans for the related
Collection Period shall be allocated to the REMIC II Regular Interests LT1, LT2, LT3 and LT4, 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 II Regular Interests LT1, LT2,
LT3 and LT4, 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 II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II
Regular Interest LT4, pro rata according to their respective Principal Reduction Amounts, provided that such
allocation to each of the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular
Interest LT4 shall not exceed their respective Principal Reduction Amounts, and (ii) any Realized Losses not
allocated to any of the REMIC II Regular Interest LT2, REMIC II Regular Interest LT3 and REMIC II Regular
Interest LT4 pursuant to the provisos of clause (i) above shall be allocated to the REMIC II Regular
Interest LT1, until the principal balance thereof shall have been reduced to zero. Any Realized Losses on
the Group 5 Mortgage Loans remaining after the allocations made in the preceding sentences shall be allocated
among the Class LT2, Class LT3 and Class LT4 REMIC II 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 II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT1 Principal Reduction Amount for such Distribution Date
over the Realized Losses allocated to the REMIC II Regular Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT2 Principal Reduction Amount for such Distribution Date
over the Realized Losses allocated to the REMIC II Regular Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT3 Principal Reduction Amount for such Distribution Date
over the Realized Losses allocated to the REMIC II Regular Interest LT3 on such Distribution Date.
REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT4 Principal Reduction Amount for such Distribution Date
over the Realized Losses allocated to the REMIC II Regular Interest LT4 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 and
REMIC III Regular Interests.
REO Disposition: The final sale by Xxxxx Fargo, in its capacity as Servicer, of any
REO Property.
REO Disposition Fee: With respect to each REO Disposition, the greater of (i) $1,200 or (ii)
one percent (1%) of the final sales price of such REO Disposition; provided that the real estate broker
commission with respect to the liquidation of the REO property is equal to or less than 5% except in such
cases where the property value is less than $100,000 or the property is located in a rural area and market
conditions require the Servicer to pay a real estate broker commission greater than 5% or prior written
consent has been obtained from CSFB or their authorized representative.
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 Certificates 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.
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 XxXxxx-Xxxx 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 set forth 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 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 after the fourth year
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 October 2008, the Class C-B Percentage is greater than or equal to twice the
Class 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 October 2008, the Class C-B Percentage is greater
than or equal to twice the Class 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).
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 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
Subservicer.
Servicers: SPS, JPMorgan, Ocwen, Xxxxx Fargo and the Special Servicer 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.
Servicing Advance: With respect to the Non-Designated Mortgage Loans, all customary,
reasonable and necessary "out of pocket" costs and expenses incurred prior to, on or after the Cut-off Date
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 Mortgage
Loan Schedule.
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 (including any Realized Loss due to
the presence or suspected presence of hazardous wastes or substances on 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.
Special Hazard Loss Coverage Amount: With respect to the Class C-B Certificates, as of the
Closing Date, $6,702,001 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 Aggregate Groups 1-4 Collateral Balance,
(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 or 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 has been reduced to zero.
Special Servicer: SPS, 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 or the Special Servicer.
Standard Hazard Policy: Each standard hazard insurance policy or replacement therefor referred
to in Section 3.09.
Startup Day: The Closing Date.
Stated Principal Balance: With respect to any Mortgage Loan and date of determination, the
principal balance of such Mortgage Loan as of the Cut-off Date, after application of the principal portion of
all Scheduled Payments due on or before the Cut-off Date, whether or not received, minus the sum of (i) all
amounts allocable to principal that have been distributed to Certificateholders with respect to such Mortgage
Loan on or before that date of determination and (ii) any Realized Losses on such Mortgage Loan that have
been allocated to one or more Classes of Certificates on or before that date of determination.
Stepdown Date: The date occurring on the later of (x) the Distribution Date in November 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 17.90%.
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 set forth 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 Aggregate Loan Group Balance of such Loan Group as of such date
of determination, minus the sum of the then outstanding aggregate Class Principal Balance of the related
Classes of Class A 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: With respect 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: With respect 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.
Subordination Level: With respect 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 and Group 4 and Class C-B Certificates, in each case
immediately prior to such Distribution Date.
Substitution Adjustment Amount: As defined in Section 2.03.
Subservicer: Any other entity with respect to any Non-Designated Mortgage Loan under any
Subservicing Agreement applicable to such Mortgage Loan and any successors and assigns under such
Subservicing Agreement.
Subservicing Agreement: Any servicing agreement between a Servicer and a Subservicer 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,
0.85% of the Aggregate Loan Group Balance for Loan Group 5 as of the 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) 1.70% of the Aggregate Loan Group Balance for Loan Group 5 for such Distribution Date, or
(b) 0.50% of the Aggregate Loan Group Balance for Loan Group 5 as of the 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 § 1.860F 4(d) and temporary Treasury regulation § 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).
Terminating Auction Date: With respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4, as defined in Section 11.01(d) and with respect to Loan Group 5, as defined in Section 11.01(e).
Terminating Auction Purchaser: With respect to Loan Group 1, Loan Group 2, Loan Group 3 and
Loan Group 4, as defined in Section 11.01(d) and with respect to Loan Group 5, as defined in Section 11.01(e).
Terminating Auction Sale: With respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4, as defined in Section 11.01(d) and with respect to Loan Group 5, as defined in Section 11.01(e).
Terminating Entity: The entity determined by the Trust Administrator pursuant to Section 11.02
of this Agreement.
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 Loan Group Balance for Loan Group 5 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
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
November 2008 - October 2009 0.80%*
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
November 2009 - October 2010 1.05%*
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
November 2010 - October 2011 1.30%*
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
November 2011 and thereafter 1.60%*
------------------------------------- ---------------------------------------
* 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 Section 2.01 this Agreement.
Trust Administrator: Xxxxx 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 Collateral: With respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4,
as defined in Section 11.01(c)(i) and with respect to Loan Group 5, as defined in Section 11.01(c)(ii).
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 Group 5 Interest
Rate Cap Account 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) the Trust's rights under the Group 5 Interest Rate Cap Agreement,
and (g) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other
liquid property.
Trust Receipt and Final Certification: As defined in Section 2.02(a).
Trust Receipt and Initial Certification: As defined in Section 2.02(a).
Trustee: U.S. Bank 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
Payments) 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 for any
Distribution Date, any Prepayment Interest Shortfalls (to the extent not covered by Compensating Interest
Payments) relating to the Group 5 Mortgage Loans for any Distribution Date shall be allocated among the
REMIC II Regular Interests, 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 III Regular
Interest 5-X-PO shall be zero. Uncertificated Accrued Interest on the REMIC III Regular Interest 5-X-IO for
each Distribution Date shall equal Accrued Certificate Interest for the Class 5-X Certificates.
Uncertificated Pass-Through Rate: For any REMIC I Regular Interest or REMIC II Regular
Interest, the per annum rate set forth or calculated in the manner described in the Preliminary Statement
under "REMIC I" or "REMIC II," respectively.
Uncertificated Principal Balance: The principal amount of any REMIC I or REMIC II Regular
Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC I and REMIC II Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its Initial Uncertificated Principal Balance under "REMIC I" and "REMIC II,"
respectively. On each Distribution Date, the Uncertificated Principal Balance of each REMIC I Regular
Interest and REMIC II 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(IV)(a)(i), and 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(IV)(a)(ii).
Uncertificated Regular Interest: Any of the REMIC I Regular Interests and REMIC II 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. 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, an estate or trust 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,
or 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
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 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.
Weighted Average Pass-Through Rate: With respect to any Distribution Date and Loan Group 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.
Xxxxx Fargo: Xxxxx Fargo Bank, N.A., and its successors and assigns.
Xxxxx Fargo Serviced Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule, for which Xxxxx Fargo is the applicable Servicer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Trust Fund.
(a) The Depositor does hereby establish the Adjustable Rate Mortgage Trust 2005-11 (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
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 Mortgage Loans after the Cut-off Date and any Assigned
Prepayment Premiums with respect thereto, 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 Group 5 Interest
Rate Cap Account 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 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 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;
(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 delivered to the Custodian forthwith after return from such
recording office);
(vii) the original mortgage title insurance policy, or copy of title commitment (or in appropriate
jurisdictions, attorney's opinion of title and abstract of title); and
(viii) with respect to a Cooperative Loan, if any, the originals of the following documents or instruments:
(A) the Cooperative Shares, together with the Stock Power in blank;
(B) the executed Security Agreement;
(C) the executed Proprietary Lease and the Assignment of Proprietary Lease to the originator of the
Cooperative Loan;
(D) the executed Recognition Agreement;
(E) Copies of the original UCC financing statement, and any continuation statements, filed by the
originator of such Cooperative Loan as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment of Proprietary Lease;
(F) Copies of the filed UCC assignments or amendments of the security interest referenced in clause (E)
above showing an unbroken chain of title from the originator to the Trust, each with evidence of recording
thereof, evidencing the interest of the assignee under the Security Agreement and the Assignment of
Proprietary Lease;
(G) An executed assignment of the interest of the originator in the Security Agreement, the Assignment of
Proprietary Lease and the Recognition Agreement, showing an unbroken chain of title from the originator to
the Trust; and
(H) For any Cooperative Loan that has been modified or amended, the original instrument or instruments
effecting such modification or amendment.
In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees
that it will cause, at the Seller's expense, the MERS® System to indicate that such Mortgage Loans have been
assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased or
substituted in accordance with this Agreement) the information required by the MERS® System to (a) identify
the Trustee and (b) identify the series of the Certificates issued in connection with such Mortgage Loans.
The Trustee shall confirm, or cause the Custodian to confirm, on the Final Certification of the Custodian
that such assignment has occurred. The Seller further agrees that it will not, and will not permit a
Servicer to, and each related Servicer agrees that it will not, alter the information referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage
Loan is repurchased or substituted in accordance with the terms of this Agreement.
In the event the Depositor delivers to the Custodian certified copies of any document or
instrument set forth in 2.01(b) because of a delay caused by the public recording office in returning any
recorded document, the Depositor shall deliver or cause to be delivered to the Custodian, within 60 days of
the Closing Date, an Officer's Certificate which shall (i) identify the recorded document, (ii) state that
the recorded document has not been delivered to the Custodian due solely to a delay caused by the public
recording office, and (iii) state the amount of time generally required by the applicable recording office to
record and return a document submitted for recordation.
In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) for a
Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy (together with all riders thereto) satisfying the requirements
set forth above, concurrently with the execution and delivery hereof because such document or documents have
not been returned from the applicable public recording office in the case of clause (a) or (b) above, or
because the title policy has not been delivered to the Seller or the Depositor by the applicable title
insurer in the case of clause (c) above, the Depositor shall promptly deliver to the Custodian, in the case
of clause (a) or (b) above, such original Mortgage or such interim assignment, as the case may be, with
evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy
thereof, certified, if appropriate, by the relevant recording office and, in the case of clause (c) above,
any title policy upon receipt from the applicable title insurer.
As promptly as practicable subsequent to such transfer and assignment, and in any event, within
thirty (30) days thereafter, DLJMC shall, at its expense, (i) affix or cause to be affixed the Trustee's name
to each Assignment of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper form for
recording in the appropriate public office for real property records within thirty (30) days after receipt
thereof and (iii) cause to be delivered for recording in the appropriate public office for real property
records the assignments of the Mortgages to the Trustee, except that, with respect to any assignment of a
Mortgage as to which DLJMC has not received the information required to prepare such assignment in recordable
form, DLJMC's obligation to do so and to deliver the same for such recording shall be as soon as practicable
after receipt of such information and in any event within thirty (30) days after the receipt thereof, and
DLJMC need not cause to be recorded any assignment which relates to a Mortgage Loan in any jurisdiction under
the laws of which, as evidenced by an Opinion of Counsel delivered by the Depositor (at the Depositor's
expense) to the Trustee, the Trust Administrator and DLJMC, acceptable to the Rating Agencies, the
recordation of such assignment is not necessary to protect the Trustee's and the Certificateholders' interest
in the related Mortgage Loan.
If any original Mortgage Note referred to in Section 2.01(b)(i) above cannot be located, the
obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the
Custodian of a photocopy of such Mortgage Note, if available, with a lost note affidavit and indemnity. If
any of the original Mortgage Notes for which a lost note affidavit and indemnity was delivered to the
Custodian is subsequently located, such original Mortgage Note shall be delivered to the Custodian within
three (3) Business Days.
(c) The Trustee and the Trust Administrator are authorized to enter into one or more Custodial Agreements,
at the direction of the Depositor, for the purpose of having a Custodian maintain custody of the documents
and instruments referred to in this Section 2.01, and any documents delivered thereunder shall be delivered
to the Custodian and any Officer's Certificates delivered with respect thereto shall be delivered to the
Trustee, the Trust Administrator and the Custodian.
(d) It is the express intent of the parties to this Agreement that the conveyance of the Mortgage Loans by
the Depositor to the Trustee as provided in this Section 2.01 be, and be construed as, a sale of the Mortgage
Loans by the Depositor to the Trustee. It is, further, not the intention of the parties to this Agreement
that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a
debt or other obligation of the Depositor. However, in the event that, notwithstanding the intent of the
parties to this Agreement, the Mortgage Loans are held to be the property of the Depositor, or if any for any
other reason this Agreement is held or deemed to create a security interest in the Mortgage Loans then
(a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of
the New York Uniform Commercial Code; (b) the conveyance provided for in this Section 2.01 shall be deemed to
be a grant by the Depositor to the Trustee for the benefit of the Certificateholders of a security interest
in all of the Depositor's right, title and interest in and to (1) the 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 Mortgage Loans after the related Cut-off Date and any Assigned Prepayment Premiums with
respect thereto, but not including payments of principal and interest due and payable on the Mortgage Loans
on or before the related Cut-off Date, together with the Mortgage Files relating to the Mortgage Loans,
(2) REO Property, (3) the Collection Account, the Certificate Account, the Group 5 Interest Rate Cap Account
and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (4) any insurance
policies with respect to the Mortgage Loans, (5) the Depositor's rights under the Assignment and Assumption
Agreement and (6) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash
or other liquid property; (c) the possession by the Trustee or any Custodian of such items of property and
such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "in possession by the secured party" for purposes of perfecting the security interest pursuant
to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or
agents (as applicable) of the Trustee for the benefit of the Certificateholders for the purpose of perfecting
such security interest under applicable law (except that nothing in this clause (d) shall cause any person to
be deemed to be an agent of the Trustee for any purpose other than for perfection of such security interests
unless, and then only to the extent, expressly appointed and authorized by the Trustee in writing). The
Depositor and the Trustee, upon directions from the Depositor, shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such throughout the term of this
Agreement.
(e) The Depositor hereby authorizes and directs the Trustee to (i) execute the Group 5 Interest Rate Cap
Agreement and (ii) to ratify, on behalf of the Trust, the terms agreed to by the Depositor with respect to
the Group 5 Interest Rate Cap Agreement. The Depositor shall pay or cause to be paid on behalf of the Trust
the payments owed to the Group 5 Interest Rate Cap Counterparty as of the Closing Date pursuant to the terms
of the Group 5 Interest Rate Cap Agreement.
(f) Except as specifically set forth in this Agreement or by separate written agreement among the related
parties hereto, the Depositor, the Seller, each Servicer and the Master Servicer agree that the provisions of
this Agreement shall supercede any provisions in any existing mortgage loan purchase agreement or servicing
agreement with respect to the Mortgage Loans for which the Depositor, the Seller, a Servicer or the Master
Servicer may be a party.
SECTION 2.02. Acceptance by the Trustee.
(a) Pursuant to Section 4 of the LaSalle Custodial Agreement, the Custodian agrees to execute and deliver
on the Closing Date to the Depositor, the Trustee and the Trust Administrator a Trust Receipt and Initial
Certification in the form annexed hereto as Exhibit I. Based on its review and examination, and only as to
the documents identified in such Trust Receipt and Initial Certification, the Custodian acknowledges that
such documents appear regular on their face and relate to such Mortgage Loan. The Custodian shall be under
no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers
to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other than what they purport to be on
their face.
Pursuant to Section 6 of the LaSalle Custodial Agreement, not later than 90 days after the
Closing Date, the Custodian shall deliver to the Depositor, the Trustee and the Trust Administrator a Trust
Receipt and Final Certification in the form annexed hereto as Exhibit J, with any applicable exceptions noted
thereon.
Based solely upon the Trust Receipt and Initial Certification received from the Custodian, and
subject to the provisions of Section 2.01 and any exceptions noted on the exception report described in the
next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and
declares that it holds and will hold such documents and the other documents delivered to it constituting the
Mortgage File, and that it holds or will hold all such assets and such other assets included in the
definition of the Trust Fund in trust for the exclusive use and benefit of all present and future
Certificateholders.
If, in the course of such review, the Custodian finds any document constituting a part of a
Mortgage File which does not meet the requirements of Section 2.01, the Custodian shall list such as an
exception in the Trust Receipt and Final Certification pursuant to Section 6 of the LaSalle Custodial
Agreement; provided, however, that the Custodian shall not make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is
sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the
assignment relates.
The Seller shall promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Seller does not correct or cure such defect within such period and such
defect materially and adversely affects the interests of Certificateholders in the related Mortgage Loan, the
Seller shall either (a) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or
(b) repurchase such Mortgage Loan within 90 days from the date that the Seller was notified of such defect in
writing at the Purchase Price of such Mortgage Loan; or such longer period not to exceed 720 days from the
Closing Date if the substitution or repurchase of a Mortgage Loan pursuant to this provision is required by
reason of a delay in delivery of any documents by the appropriate recording office or title insurer, as
applicable; provided, however, that the Seller shall have no liability for recording any Assignment of
Mortgage in favor of the Trustee or for the Custodian's failure to record such Assignment of Mortgage, and
provided, further, that no Seller shall be obligated to repurchase or cure any Mortgage Loan solely as a
result of the Custodian's failure to record such Assignment of Mortgage. The Trust Administrator shall
deliver or direct the Custodian to deliver to each Rating Agency written notice within 270 days from the
Closing Date indicating each Mortgage Loan (a) for which a mortgage or assignment of mortgage required to be
recorded hereunder has not been returned by the appropriate recording office or (b) as to which there is a
dispute as to location or status of such Mortgage Loan. Such notice shall be delivered every 90 days
thereafter until the related Mortgage Loan is returned to the Custodian. Any such substitution pursuant to
clause (a) of the preceding sentence shall not be effected prior to the delivery to the Trustee and the Trust
Administrator of (1) the Opinion of Counsel required by Section 2.05 hereof, and (2) a Request for Release
substantially in the form of Exhibit K. No substitution is permitted to be made in any calendar month after
the Determination Date for such month. The Purchase Price for any such Mortgage Loan shall be deposited by
the Seller in the related Collection Account on or prior to the Business Day immediately preceding such
Distribution Date in the month following the month during which the Seller became obligated hereunder to
repurchase or replace such Mortgage Loan and, upon receipt of such deposit and certification with respect
thereto in the form of Exhibit K hereto, the Custodian shall release the related Mortgage File to the Seller
and shall execute and deliver at such entity's request such instruments of transfer or assignment prepared by
such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the
Trustee's interest in any Mortgage Loan released pursuant hereto.
If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS
Mortgage Loan, the related Servicer shall, at the Seller's expense, either (i) cause MERS to execute and
deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS' rules
and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of
such Mortgage Loan.
(b) It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase
any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy
respecting such defect available to the Trustee, the Trust Administrator, the Depositor and any
Certificateholder against the Seller.
(c) With respect to any Mortgage Loan which becomes delinquent in payment by 90 days or more or is an
REO Property, DLJMC shall have the right to repurchase such Mortgage Loan from the Trust at a price equal to
the Purchase Price; provided, however, that (i) such Mortgage Loan is still 90 days or more delinquent or is
an REO Property as of the date of such repurchase and (ii) this repurchase option, if not theretofore
exercised, shall terminate on the date at the close of business on the 90th day after the Mortgage Loan is 90
days delinquent or the Mortgage Loan becomes an REO Property; provided, further, that in no event shall
repurchases pursuant to this paragraph take place with respect to Mortgage Loans constituting more than 5% of
the aggregate Cut-off Date Principal Balance of the Mortgage Loans. This repurchase obligation, if not
exercised, shall not be thereafter reinstated unless the delinquency is cured and the Mortgage Loan
thereafter again becomes 90 days delinquent or becomes an REO Property, in which case the option shall again
become exercisable as of the first day the Mortgage Loan becomes 90 days or more delinquent or becomes an
REO Property.
In the event that DLJMC exercises such option, the Purchase Price therefor shall be deposited
in the related Collection Account and upon such deposit of the Purchase Price and receipt of a Request for
Release in the form of Exhibit K hereto, the Custodian shall release the related Mortgage File held for the
benefit of the Certificateholders to DLJMC, and the Trustee shall execute and deliver at DLJMC's direction
such instruments of transfer or assignment prepared by DLJMC, in each case without recourse, as shall be
necessary to transfer title from the Trustee to DLJMC.
SECTION 2.03. Representations and Warranties of the Seller, Master Servicer and Servicers.
(a) Each of DLJMC, in its capacity as Seller, Xxxxx Fargo, in its capacity as Master Servicer, SPS, in its
capacity as Servicer and Special Servicer, Xxxxx Fargo, in its capacity as Servicer, JPMorgan, in its
capacity as Servicer, and Ocwen, in its capacity as Servicer, hereby makes the representations and warranties
applicable to it set forth in Schedules IIA, IIB, IIC, IID, IIE or IIF, as applicable hereto, and by this
reference incorporated herein, to the Depositor, the Trustee and the Trust Administrator, as of the Closing
Date, or if so specified therein, as of the Cut-off Date or such other date as may be specified. In
addition, SPS, in its capacity as Servicer and Special Servicer, Xxxxx Fargo, in its capacity as Servicer,
JPMorgan, in its capacity as Servicer, and Ocwen, in its capacity as Servicer, makes the representations and
warranties applicable to it set forth in Schedules IIC, IID, IIE and IIF hereto, respectively, and by this
reference incorporated herein, to the Master Servicer as of the Closing Date, or if so specified therein, as
of the Cut-off Date or such other date as may be specified.
(b) DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in
Schedule III as to the Mortgage Loans and by this reference incorporated herein, to the Depositor, the
Trustee and the Trust Administrator, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.
(c) Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant
to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties. The
Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice
from any party of a breach of any representation or warranty made by it pursuant to Section 2.03(b) which
materially and adversely affects the interests of the Certificateholders in any Mortgage Loan sold by the
Seller to the Trust, it shall cure such breach in all material respects, and if such breach is not so cured,
shall, (i) if such 90 day period expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and substitute in its place a Qualified
Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or
(ii) repurchase the affected Mortgage Loan or Mortgage Loans at the Purchase Price in the manner set forth
below; provided, however, that any such substitution pursuant to (i) above shall not be effected prior to the
delivery to the Trustee and the Trust Administrator of the Opinion of Counsel required by Section 2.05
hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional
delivery to the Trustee or the Trust Administrator of a Request for Release substantially in the form of
Exhibit K relating to the Deleted Mortgage Loan and the Mortgage File for any such Qualified Substitute
Mortgage Loan. The Seller shall promptly reimburse the Trustee, the Trust Administrator, the Special Servicer
and the related Servicer (if such Servicer is not the Seller of such Mortgage Loan) for any actual out of
pocket expenses reasonably incurred by the Trustee, the Trust Administrator, the Special Servicer and the
related Servicer (if such Servicer is not the Seller of such Mortgage Loan) in respect of enforcing the
remedies for such breach. With respect to any representation and warranties described in this Section which
are made to the best of the Seller's knowledge if it is discovered by any of the Depositor, the Master
Servicer, the Seller, any Servicer, the Special Servicer, the Trustee or the Trust Administrator that the
substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely
affects the value of the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or
warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.
With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall deliver to
the Custodian for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related
assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01(b), with
the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No substitution is
permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments
due with respect to Qualified Substitute Mortgage Loans in the month of substitution shall not be part of the
Trust Fund and will be retained by the Seller on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the monthly payment due on any Deleted
Mortgage Loan for such month and thereafter the Seller shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan. The Seller shall amend the Mortgage Loan Schedule for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule
to the Trustee, the Servicers and the Trust Administrator. Upon such substitution, the Qualified Substitute
Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall
be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such
Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required
to be deposited therein in connection with such substitution as described in the following paragraph, the
Trustee shall instruct the Custodian to release the Mortgage File held for the benefit of the
Certificateholders relating to such Deleted Mortgage Loan to the Seller and the Trustee shall execute and
deliver at the Seller's direction such instruments of transfer or assignment prepared by the Seller, in each
case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee's
interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans
for one or more Deleted Mortgage Loans, the Master Servicer shall determine the amount (if any) by which the
aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the
scheduled principal portion of the monthly payments due in the month of substitution). The amount of such
shortage (the "Substitution Adjustment Amount") plus an amount equal to the aggregate of any unreimbursed
Advances, Servicing Advances and unpaid Servicing Fees with respect to such Deleted Mortgage Loans shall be
deposited in the related Collection Account by the Seller on or before the Business Day immediately preceding
the Distribution Date in the month succeeding the calendar month during which the related Mortgage Loan
became required to be repurchased or replaced hereunder.
One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans. The
determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an
individual basis. Alternatively, if more than one mortgage loan is to be substituted for one or more Deleted
Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or
calculated on a weighted average basis, as applicable, in determining whether such mortgage loans are
Qualified Substitute Mortgage Loans.
In the event that the Seller shall be required to repurchase a Mortgage Loan pursuant to this
Agreement, the Purchase Price therefor shall be deposited in the related Collection Account on or before the
Business Day immediately preceding the Distribution Date in the month following the month during which the
Seller became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the
Purchase Price and receipt of a Request for Release in the form of Exhibit K hereto, the Custodian shall
release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the
Trustee shall execute and deliver at such Person's direction such instruments of transfer or assignment
prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the
Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure,
repurchase or substitute any Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the
Depositor, the Trustee or the Trust Administrator on their behalf.
The representations and warranties made pursuant to this Section 2.03 shall survive delivery of
the respective Mortgage Files to the Trustee, the Trust Administrator or the Custodian for the benefit of the
Certificateholders.
SECTION 2.04. Representations and Warranties of the Depositor as to the Mortgage Loans.
The Depositor hereby represents and warrants to the Trustee with respect to the Mortgage Loans
that, as of the Closing Date, assuming good title has been conveyed to the Depositor, the Depositor had good
title to the Mortgage Loans and Mortgage Notes, and did not encumber the Mortgage Loans during its period of
ownership thereof, other than as contemplated by the Agreement.
It is understood and agreed that the representations and warranties set forth in this
Section 2.04 shall survive delivery of the Mortgage Files to the Custodian.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with Substitutions.
Notwithstanding any contrary provision of this Agreement, no substitution pursuant to
Section 2.02 shall be made more than ninety (90) days after the Closing Date unless the Seller delivers to the
Trustee and the Trust Administrator an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of any of the Trustee, the Trust Administrator or the Trust Fund, addressed to the Trustee and the
Trust Administrator, to the effect that such substitution will not (i) result in the imposition of the tax on
"prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause each REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding; provided, however, that no Opinion of
Counsel shall be required if (A) the substitution occurs within two years of the Closing Date and (B) the
substitution occurs with respect to Mortgage Loans that are "defective" under the Code and the Seller
delivers to the Trustee and the Trust Administrator an Officer's Certificate substantially in the form of
Exhibit W.
SECTION 2.06. Issuance of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans together with the
assignment to it of all other assets included in the Trust Fund, receipt of which, subject to the provisions
of Section 2.02(a), is hereby acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trust Administrator, pursuant to the written request of the Depositor executed by an officer of
the Depositor, has executed the Certificates and caused them to be authenticated and delivered to or upon the
order of the Depositor in authorized denominations which evidence ownership of the Trust Fund. The rights of
the Holders of such Certificates to receive distributions from the Trust Fund and all ownership interests of
the Holders of the Certificates in such distributions shall be as set forth in this Agreement.
SECTION 2.07. REMIC Provisions.
(a) The Depositor hereby elects and authorizes the Trust Administrator to treat the Trust Fund as the
number of separate REMICs specified in the Preliminary Statement (each, a "REMIC") under the Code and, if
necessary, under applicable state law and apply such Preliminary Statement in determining the rights of the
Interests in REMICs thereby created. Each such election will be made on Form 1066 or other appropriate
federal tax or information return (including Form 8811) or any appropriate state return (x) for the taxable
year ending on the last day of the calendar year in which the Certificates are issued and (y) for the taxable
year ending on the last day of the calendar year in which Certificates are first sold to a third party. The
Closing Date is hereby designated as the "startup day" of each REMIC created hereunder within the meaning of
Section 860G(a)(9) of the Code. The "regular interests" (within the meaning of Section 860G of the Code) in
each REMIC shall consist of the regular interests with the terms set forth for each REMIC in the Preliminary
Statement and the Class AR and Class AR-L Certificates shall represent the beneficial ownership of the
"residual interest" in each REMIC created hereunder. Neither the Depositor nor the Trust Administrator nor
the Trustee shall permit the creation of any "interests" (within the meaning of Section 860G of the Code) in
any REMIC other than as set forth in the Preliminary Statement.
(b) The Trust Administrator shall act as the "tax matters person" (within the meaning of the REMIC
Provisions) for each REMIC created hereunder, in the manner provided under Treasury regulations section
1.860F 4(d) and temporary Treasury regulations section 301.6231(a)(7)1T. In the event that for any reason,
the Trust Administrator is not recognized as the tax matters person then the Trust Administrator shall act as
agent for the Class AR and the Class AR-L Certificateholder as tax matters person. By its acceptance of a
Residual Certificate, each Holder thereof shall have agreed to such appointment and shall have consented to
the appointment of the Trust Administrator as its agent to act on behalf of each REMIC created hereunder
pursuant to the specific duties outlined herein.
(c) A Holder of the Residual Certificates, by the purchase of such Certificates, shall be deemed to have
agreed to timely pay, upon demand by the Trust Administrator, the amount of any minimum California state
franchise taxes due with respect to each REMIC created hereunder under Sections 23151(a) and 23153(a) of the
California Revenue and Taxation Code. Notwithstanding the foregoing, the Trust Administrator shall be
authorized to retain the amount of such tax from amounts otherwise distributable to such Holder in the event
such Holder does not promptly pay such amount upon demand by the Trust Administrator. In the event that any
other federal, state or local tax is imposed, including without limitation taxes imposed on a "prohibited
transaction" of a REMIC as defined in Section 860F of the Code, such tax shall be charged against amounts
otherwise available for distribution to the applicable Holder of a Residual Certificate and then against
amounts otherwise available for distribution to the Holders of Regular Certificates in accordance with the
provisions set forth in Section 4.01. The Trust Administrator or the Trustee shall promptly deposit in the
Certificate Account any amount of "prohibited transaction" tax that results from a breach of the Trust
Administrator's or the Trustee's duties, respectively, under this Agreement. The Master Servicer or the
related Servicer shall promptly deposit in the Certificate Account any amount of "prohibited transaction" tax
that results from a breach of the Master Servicer's or such Servicer's duties, respectively, under this
Agreement.
(d) The Trust Administrator shall act as attorney in fact and as the tax matters person of each REMIC
created hereunder and in such capacity the Trust Administrator shall: (i) prepare, sign and file, or cause
to be prepared, signed and filed, federal and state tax returns using a calendar year as the taxable year for
each REMIC created hereunder when and as required by the REMIC Provisions and other applicable federal income
tax laws as the direct representative of each such REMIC in compliance with the Code and shall provide copies
of such returns as required by the Code; (ii) make an election, on behalf of each REMIC created hereunder, to
be treated as a REMIC on the federal tax return of such REMIC for its first taxable year, in accordance with
the REMIC Provisions; and (iii) prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to any governmental taxing authority all information reports as and when required to
be provided to them in accordance with the REMIC Provisions. The expenses of preparing and filing such
returns shall be borne by the Trust Administrator. The Depositor, the Master Servicer and the related
Servicer shall provide on a prompt and timely basis to the Trust Administrator or its designee such
information with respect to each REMIC created hereunder as is in their possession and reasonably required or
requested by the Trust Administrator to enable it to perform its obligations under this subsection.
In its capacity as attorney in fact and as the tax matters person, the Trust Administrator
shall also: (A) act on behalf of each REMIC created hereunder in relation to any tax matter or controversy
involving the Trust Fund, (B) represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect thereto and (C) cause to be paid
solely from the sources provided herein the amount of any taxes imposed on each REMIC created hereunder when
and as the same shall be due and payable (but such obligation shall not prevent the Trust Administrator or
any other appropriate Person from contesting any such tax in appropriate proceedings and shall not prevent
the Trust Administrator from withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings).
(e) The Trust Administrator shall provide (i) to any transferor of a Residual Certificate such information
as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any
Person who is not a permitted transferee, (ii) to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to interest, original issue discount
and market discount or premium and (iii) to the Internal Revenue Service the name, title, address and
telephone number of the person who will serve as the representative of each REMIC created hereunder.
(f) The Trustee, to the extent directed by the Trust Administrator, the Depositor and the Holder of the
Residual Certificates shall take any action or cause the Trust Fund to take any action necessary to create or
maintain the status of each REMIC created hereunder as a REMIC under the REMIC Provisions and shall assist
each other as necessary to create or maintain such status. Neither the Trustee, to the extent directed or
(in the case of a failure to act) not directed by the Trust Administrator, nor the Holder of the Residual
Certificates shall take any action, cause the Trust Fund to take any action or fail to take (or fail to cause
the Trust Fund to take) any action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) endanger the status of each REMIC created hereunder as a REMIC or (ii) result in the imposition
of a tax upon a REMIC (including, but not limited to, the tax on prohibited transactions as defined in Code
Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either
such event, an "Adverse REMIC Event") unless the Trustee and the Trust Administrator have received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a tax.
The Trustee and the Trust Administrator shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Master Servicer, a Servicer or the Depositor has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to a REMIC or their assets, or
causing any REMIC created hereunder to take any action, which is not expressly permitted under the terms of
this Agreement, the Trustee and the Trust Administrator will consult with the Master Servicer, the Servicers
and the Depositor or their designees, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to any REMIC created hereunder and the Trustee and the Trust Administrator
shall not take any such action or cause that REMIC to take any such action as to which the Master Servicer,
any Servicer or the Depositor has advised it in writing that an Adverse REMIC Event could occur.
In addition, prior to taking any action with respect to any REMIC created hereunder or the
assets therein, or causing any REMIC created hereunder to take any action, which is not expressly permitted
under the terms of this Agreement, the Holder of the Residual Certificates will consult with the Trust
Administrator or its designee, in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to any REMIC created hereunder, and no such Person shall take any action or cause
the Trust Fund to take any such action as to which the Trust Administrator has advised it in writing that an
Adverse REMIC Event could occur. The Trustee and the Trust Administrator may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to take action not permitted by
this Agreement.
At all times as may be required by the Code, the Trust Administrator will, to the extent within
its control and the scope of its duties more specifically set forth herein, maintain substantially all of the
assets of each REMIC created hereunder as "qualified mortgages" as defined in Section 860G(a)(3) of the Code
and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder, as
defined in Section 860F(a)(2) of the Code, on "net income from foreclosure property" of such REMIC, as
defined in Section 860G(c) of the Code, on any contributions to a REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions
of state or local tax laws, such tax shall be charged (i) to the related Servicer, if such Servicer has in
its sole discretion determined to indemnify the Trust Fund against such tax or if such tax arises out of or
results from a breach of such Servicer's duties under (x) Section 2.07(j) of this Agreement to not enter into
any arrangement by which a REMIC would receive a fee or other compensation for services or to permit such
REMIC to receive any income from assets other than "qualified mortgages" or "permitted investments,"
(y) Section 3.01 of this Agreement to not make or permit any modification, waiver or amendment of any Mortgage
Loan which would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition
of any tax under Section 860F(a) or Section 860G(d) of the Code or (z) Section 3.11(c) of this Agreement to
not cause any REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or to subject any REMIC created hereunder to the imposition of any federal,
state or local income taxes on the income earned from such Mortgaged Property under Section 860G(c) of the
Code of otherwise, (ii) to the Master Servicer, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under this Agreement or if the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (iii) to the Trust Administrator, if such
tax arises out of or results from a breach by the Trust Administrator of any of its obligations under this
Article II, (iv) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of
its obligations under this Article II or (v) otherwise against amounts on deposit in the Collection Account
as provided by Section 3.08 and on the Distribution Date(s) following such reimbursement the aggregate of
such taxes shall be allocated in reduction of the Interest Distribution Amount on each Class entitled thereto
in the same manner as if such taxes constituted a Prepayment Interest Shortfall.
In accordance with Section 2.07(c), the related Servicer, the Master Servicer, the Trustee or
the Trust Administrator, as applicable, shall promptly deposit in the Certificate Account or Collection
Account, as applicable, any amount of such tax.
For purposes of this Section 2.07(g), a tax is imposed following the final and unappealable
determination under the Code of the amount of such tax and written notice thereof by the Tax Matters Person
to the party to be charged.
The failure of the Master Servicer or the related Servicer to promptly deposit in the
Certificate Account or Collection Account, as applicable, any amount of such tax shall be an Event of
Default, as provided in Section 8.01(b).
(h) The Trust Administrator shall, for federal income tax purposes, maintain books and records with
respect to each REMIC created hereunder on a calendar year and on an accrual basis or as otherwise may be
required by the REMIC Provisions.
(i) Following the Startup Day, none of any Servicer, the Trustee (which will act only at the direction of
the Trust Administrator or as otherwise specifically provided in this Agreement) or the Trust Administrator
shall accept any contributions of assets to any REMIC created hereunder unless (subject to Section 2.05) such
Servicer, the Trustee or the Trust Administrator shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in a REMIC will
not cause that REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding, or
subject that REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.
(j) None of any Servicer, the Trustee (which will act only at the direction of the Trust Administrator or
as otherwise specifically provided in this Agreement) or the Trust Administrator shall (subject to
Section 2.05) enter into any arrangement by which a REMIC will receive a fee or other compensation for
services nor permit such REMIC to receive any income from assets other than "qualified mortgages" as defined
in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code.
(k) Within 30 days after the Closing Date, the Trust Administrator shall apply to the Internal Revenue
Service for an employer identification number for each REMIC created hereunder by means of a Form SS-4 or
other acceptable means and prepare and file with the Internal Revenue Service Form 8811, "Information Return
for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each
REMIC created hereunder.
(l) None of the Trustee (which will act only at the direction of the Trust Administrator or as otherwise
specifically provided in this Agreement), the Trust Administrator, the Master Servicer or any Servicer shall
sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default,
imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of
a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of any REMIC created
hereunder, (iii) the termination of any REMIC created hereunder pursuant to Article X of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any assets for
a REMIC, nor sell or dispose of any investments in the Collection Account or the Certificate Account for gain
nor accept any contributions to a REMIC after the Closing Date (a) unless it has received an Opinion of
Counsel that such sale, disposition, substitution or acquisition will not affect adversely the status of any
REMIC created hereunder as a REMIC or (b) unless the Master Servicer or such Servicer has determined in its
sole discretion to indemnify the Trust Fund against such tax.
(m) In order to enable the Trust Administrator to perform its duties as set forth herein, the Depositor
shall provide, or cause to be provided to the Trust Administrator, within ten days after the Closing Date,
all information or data the Trust Administrator determines to be relevant for tax purposes to the valuations
and offering prices of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flows of the Certificates and the Mortgage Loans and the Trust Administrator
shall be entitled to rely upon any and all such information and data in the performance of its duties set
forth herein. Thereafter, the Master Servicer shall provide, promptly upon request therefor, any such
additional information or data that the Trustee or the Trust Administrator may from time to time reasonably
request in order to enable the Trustee and the Trust Administrator to perform their duties as set forth
herein and the Trustee and the Trust Administrator shall be entitled to rely upon any and all such
information and data in the performance of its duties set forth herein. DLJMC shall indemnify the Trust
Administrator and hold it harmless for any loss, liability, damage, claim or expense of the Trust
Administrator arising from any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trust Administrator on a timely basis. The Master Servicer shall indemnify the
Trustee and the Trust Administrator and hold it harmless for any loss, liability, damage, claim or expense of
the Trustee and the Trust Administrator arising from any failure of the Master Servicer to provide, or to
cause to be provided, accurate information or data required to be provided by the Master Servicer to the
Trustee and the Trust Administrator on a timely basis; provided, however, that if any Servicer shall fail to
provide such information to the Master Servicer upon timely request for such information by the Master
Servicer, that Servicer shall indemnify the Master Servicer, the Trustee and the Trust Administrator and hold
it harmless for any loss, liability, damage, claim or expense of the Master Servicer, the Trustee and the
Trust Administrator arising from any failure of that Servicer to provide, or to cause to be provided, the
information referred to above on a timely basis. The indemnification provisions hereunder shall survive the
termination of this Agreement and shall extend to any co-trustee and co-Trust Administrator appointed
pursuant to this Agreement.
(n) The Trust Administrator shall account for the rights of the Holders of the Group 5 Senior Certificates
and Class M Certificates to receive payments in respect of Basis Risk Shortfalls as rights in an interest
rate cap contract written by the Class 5-X Certificateholders in favor of the Holders of the Group 5 Senior
Certificates and Class M Certificates and not as an obligation of REMIC III, whose obligation to pay such
Certificates will be subject to a cap equal to the applicable Net Funds Cap and shall account for such rights
as property held separate and apart from the regular interests as required by Treasury regulation section
1.860G-2(i). Any amounts paid in respect of Basis Risk Shortfalls by REMIC III shall be treated as a
distribution to the Class 5-X Certificates. In addition, the Class 5-X Certificateholders shall be deemed to
have entered into a contractual arrangement with the Class AR and Class AR-L Certificateholders whereby the
Class AR and Class AR-L Certificateholders agree to pay to the Class 5-X Certificateholders on each
Distribution Date amounts that would, in the absence of such contractual agreement, be distributable with
respect to the residual interest in REMIC III pursuant to Section 4.01(II)(d)(xiii) (which amounts are
expected to be zero). Thus each Group 5 Senior Certificate and Class M Certificate shall be treated as
representing ownership of not only REMIC III regular interests, but also ownership of an interest in an
interest rate cap contract. Each Class 5-X Certificate shall represent an obligation under an interest rate
cap contract. For purposes of determining the issue price of REMIC III regular interests, the Trust
Administrator shall assume that the interest rate cap contract has a value of $5,000.
For any Distribution Date on which there is a payment under the Group 5 Interest Rate Cap
Agreement based on a notional balance in excess of the Class Principal Balance of the Group 5 Certificates,
the amount representing such excess payment shall not be an asset of the Trust and, instead, shall be paid
into and distributed out of a separate trust created by this Agreement for the benefit of the Group 5
Certificates and shall be distributed to the Group 5 Certificates pursuant to Section 4.01(II). The Trust
Administrator shall not be responsible for any tax reporting with respect to such separate trust.
SECTION 2.08. Covenants of the Master Servicer and each Servicer.
The Master Servicer and each Servicer, severally and not jointly, hereby covenants to the
Depositor, the Trustee and the Trust Administrator as follows:
(a) Such Servicer or the Master Servicer shall comply in the performance of its obligations under this
Agreement with all reasonable rules and requirements of the insurer under each Mortgage Guaranty Insurance
Policy; and
(b) No written information, certificate of an officer, statement furnished in writing or written report
delivered to the Depositor, any affiliate of the Depositor, the Trustee or the Trust Administrator and
prepared by the Master Servicer or such Servicer pursuant to this Agreement will contain any untrue statement
of a material fact.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Servicers to Service Mortgage Loans.
For and on behalf of the Certificateholders, as independent contractors of the Trust, (i) each
Servicer, severally and not jointly, shall service and administer the related Non-Designated Mortgage Loans
in accordance with the terms of this Agreement and with Accepted Servicing Practices, (ii) the Master
Servicer shall, in accordance with Section 3.03 of this Agreement, master service and administer the
Non-Designated Mortgage Loans by overseeing and enforcing the servicing of the Non-Designated Mortgage Loans
by the related Servicer according to the terms of this Agreement and (iii) the Master Servicer shall, in
accordance with the Section 3.22 of this Agreement, master service and administer the Designated Mortgage
Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated
Servicer according to the terms of the related Designated Servicing Agreement. The obligations of each of
SPS, Xxxxx Fargo, JPMorgan and Ocwen hereunder to service and administer the Mortgage Loans shall be limited
to the SPS Serviced Mortgage Loans, the Xxxxx Fargo Serviced Mortgage Loans, the JPMorgan Serviced Mortgage
Loans and the Ocwen Serviced Mortgage Loans, respectively, and with respect to the duties and obligations of
each Servicer, references herein to related "Mortgage Loans" shall be limited to the SPS Serviced Mortgage
Loans (and the related proceeds thereof and related REO Properties) in the case of SPS, the Xxxxx Fargo
Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in the case of Xxxxx
Fargo, the JPMorgan Serviced Mortgage Loans (and the related proceeds thereof and related REO Properties) in
the case of JPMorgan, and the Ocwen Serviced Mortgage Loans (and the related proceeds thereof and related REO
Properties) in the case of Ocwen, and in no event shall any Servicer have any responsibility or liability
with respect to any of the other Mortgage Loans. The obligations of the Master Servicer to master service
and administer the Non-Designated Mortgage Loans shall be limited to the Xxxxx Fargo Serviced Mortgage Loans,
the SPS Serviced Mortgage Loans, the JPMorgan Serviced Mortgage Loans, the Ocwen Serviced Mortgage Loans and
the Special Serviced Mortgage Loans. In connection with such servicing and administration of the
Non-Designated Mortgage Loans, the Master Servicer and each Servicer shall have full power and authority,
acting alone and/or through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any
and all things that it may deem necessary or desirable in connection with such servicing and administration,
including but not limited to, the power and authority, subject to the terms hereof (i) to execute and
deliver, on behalf of the Certificateholders and the Trust, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages (but only in the manner provided in this Agreement), (iii) to collect
any Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan; provided, that neither the Master
Servicer nor a Servicer shall take any action that is inconsistent with or prejudices the interests of the
Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the
Trustee, the Trust Administrator or the Certificateholders under this Agreement. The Master Servicer and
each Servicer shall represent and protect the interests of the Trust Fund in the same manner as it protects
its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a
Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan that
would cause any REMIC created hereunder to fail to qualify as a REMIC or result in the imposition of any tax
under Section 860F(a) or Section 860G(d) of the Code. Without limiting the generality of the foregoing, the
Master Servicer and each Servicer, in its own name or in the name of the Depositor and the Trust, is hereby
authorized and empowered by the Depositor, the Trust and the Trust Administrator, when the Master Servicer or
such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trust, the Trustee, the Trust Administrator, the Depositor, the Certificateholders or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held
for the benefit of the Certificateholders. The Master Servicer and each Servicer shall prepare and deliver
to the Depositor and/or the Trustee and/or the Trust Administrator such documents requiring execution and
delivery by either or both of them as are necessary or appropriate to enable the Master Servicer or such
Servicer to master service and administer or service and administer the Mortgage Loans, as applicable, to the
extent that the Master Servicer or such Servicer is not permitted to execute and deliver such documents
pursuant to the preceding sentence. Upon receipt of such documents, the Depositor and/or the Trustee or the
Trust Administrator shall execute such documents and deliver them to the Master Servicer or such Servicer.
In accordance with the standards of the first paragraph of this Section 3.01 and unless
determined in good faith to be a Nonrecoverable Advance, each Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties related to the Non-Designated Mortgage Loans, which advances constitute Servicing Advances and
shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to
Section 3.06, and further as provided in Section 3.08. In no event will any Servicer be required to make any
Servicing Advance which would constitute a Nonrecoverable Advance. The costs incurred by a Servicer, if any,
in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to the
Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal Balances of the related
Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so
permit. The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to
the terms of this Agreement and agree that no Servicing Advance shall be rejected or disallowed by any party
unless it has been shown that such Servicing Advance was not made in accordance with this Agreement.
Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced
some or all of the Non-Designated Mortgage Loans pursuant to another servicing agreement, the servicing
provisions contained in this Agreement shall supersede the servicing provisions contained in such other
servicing agreement from and after the Closing Date, except that such other servicing agreement shall survive
and govern with respect to excess servicing fees and termination without cause. In addition, the Master
Servicer hereby acknowledges that, to the extent the Master Servicer or any Designated Servicer has
previously serviced some or all of the Designated Mortgage Loans pursuant to another servicing agreement, the
provisions contained in the related Designated Servicing Agreement shall supersede the provisions contained
in such other servicing agreement from and after the Closing Date.
Notwithstanding anything in this Agreement to the contrary, the purchase of any Xxxxx Fargo
Serviced Mortgage Loan by any Person shall be subject to the rights of Xxxxx Fargo to continue servicing such
Xxxxx Fargo Serviced Mortgage Loan for the same Servicing Fee substantially in accordance with the terms of
this Agreement.
With respect to each Mortgage Loan, the related Servicer will fully furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly basis.
Each Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders
and the Trustee, in its own name or in the name of any Subservicer, when a Servicer or any Subservicer, as
the case may be, believes it appropriate in its best judgment to register any related Mortgage Loan on the
MERS® System, or cause the removal from the registration of such Mortgage Loan on the MERS® System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of assignment and other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.
SECTION 3.02. Subservicing; Enforcement of the Obligations of Subservicers.
(a) The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related
Servicer in accordance with the servicing provisions of this Agreement; provided, that the Subservicer must
be a FNMA-approved lender or a FHLMC seller/servicer in good standing. With respect to the Non-Designated
Mortgage Loans, each Servicer may perform any of its servicing responsibilities hereunder or may cause the
Subservicer to perform any such servicing responsibilities on its behalf, but the use by such Servicer of the
Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall
remain responsible hereunder for all acts and omissions of the Subservicer as fully as if such acts and
omissions were those of such Servicer. With respect to the Non-Designated Mortgage Loans, each Servicer shall
pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds.
Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer
shall be entitled to outsource one or more separate servicing functions to a Person (each, an "Outsourcer")
that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not
constitute the delegation of such Servicer's obligation to perform all or substantially all of the servicing
of the related Non-Designated Mortgage Loans to such Outsourcer. In such event, the use by a Servicer of any
such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such
Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such
acts and omissions were those of such Servicer, and such Servicer shall pay all fees and expenses of the
Outsourcer from such Servicer's own funds.
Each Servicer may in connection with its duties as Servicer hereunder enter into transactions
with any of its Affiliates relating to the Non-Designated Mortgage Loans; provided that (a) such Servicer
acts (i) in accordance with Accepted Servicing Practices and the terms of this Agreement, and (ii) in the
ordinary course of business of such Servicer; and (b) the terms of such transaction are no less favorable to
such Servicer than it would obtain in a comparable arm's-length transaction with a Person that is not an
Affiliate of such Servicer. Notwithstanding the preceding sentence, any such transaction between a Servicer
and any of its Affiliates shall not release such Servicer from any of its obligations hereunder and such
Servicer shall remain responsible hereunder for all acts and omissions of such Affiliate with respect to such
Mortgage Loans serviced by it as fully as if such acts and omissions were those of such Servicer. Any fees
and expenses relating to such transaction between such Servicer and its Affiliate that are not otherwise
reimbursable to such Servicer pursuant to this Agreement shall be borne by the parties thereto and shall not
be an expense or fee of the Trust, the Depositor, the Trustee, the Trust Administrator, the Seller or the
Master Servicer.
(b) With respect to any Non-Designated Mortgage Loans, at the cost and expense of a Servicer, without any
right of reimbursement from the Depositor, the Trustee, the Trust Administrator or the applicable Collection
Account, such Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and
arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the
requirements set forth in Section 3.02(a), provided, however, that nothing contained herein shall be deemed
to prevent or prohibit such Servicer, at such Servicer's option, from electing to service the related
Non-Designated Mortgage Loans itself. In the event that a Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 8.01, and if requested to do so by the Trustee or Trust
Administrator or such Servicer shall, at its own cost and expense terminate the rights and responsibilities
of its Subservicer as soon as is reasonably possible. Each Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such
Servicer's own funds without any right of reimbursement from the Depositor, Trustee, Trust Administrator, or
the applicable Collection Account.
(c) Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between
a Servicer and its Subservicer or a Servicer and its Outsourcer, or any reference herein to actions taken
through the Subservicer, the Outsourcer, or otherwise, the related Servicer shall not be relieved of its
obligations to the Depositor, the Trust, Trustee, the Trust Administrator or Certificateholders and shall be
obligated to the same extent and under the same terms and conditions as if it alone were servicing and
administering the related Non-Designated Mortgage Loans. Each Servicer shall be entitled to enter into an
agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or
Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
For purposes of this Agreement, a Servicer shall be deemed to have received any collections,
recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a
related Subservicer regardless of whether such payments are remitted by the Subservicer to such Servicer.
Any Subservicing Agreement and any other transactions or services relating to the
Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer, and the
related Servicer alone, and the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the
other Servicers and the Special Servicer shall have no obligations, duties or liabilities with respect to a
Subservicer including no obligation, duty or liability of the Depositor, Trustee, the Trust Administrator,
the Master Servicer, the Special Servicer or other Servicers to pay a Subservicer's fees and expenses.
(d) Each Servicer is hereby authorized to enter into a financing or other facility (any such arrangement,
a "Facility") under which (i) such Servicer assigns or pledges to another person (a "Lender") (A) such
Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances, and (B) any
and all rights of such Servicer under this Agreement resulting from such Servicer's performance of its
obligations under this Agreement, including, without limitation, any Servicing Fees, interest income,
Ancillary Income, and other payments received by such Servicer for servicing the Mortgage Loans related
thereto and (ii) the Lender agrees to fund some or all Advances and/or Servicing Advances required to be made
by such Servicer pursuant to this Agreement. No consent of the Trustee, Trust Administrator, Master
Servicer, Certificateholders, Rating Agency or any other party is required before such Servicer may enter
into a Facility; provided, however, that the consent of the Trust Administrator shall be required before such
Servicer may cause to be outstanding at one time more than one Facility. Notwithstanding the existence of
any Facility, such Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing
Advances pursuant to and as required by this Agreement, and to perform all duties and obligations of such
Servicer under this Agreement and shall not be relieved of such obligations by virtue of such Facility.
SECTION 3.03. Master Servicing by Master Servicer.
For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the
obligation of Xxxxx Fargo, SPS, JPMorgan and Ocwen to service and administer the Xxxxx Fargo Serviced
Mortgage Loans, SPS Serviced Mortgage Loans, JPMorgan Serviced Mortgage Loans and Ocwen Serviced Mortgage
Loans, respectively, in accordance with the terms of this Agreement and shall have full power and authority
to do any and all things which it may deem necessary or desirable in connection with such master servicing
and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner
consistent with this Agreement and with customary and usual standards of practice of prudent mortgage loan
master servicers. Furthermore, the Master Servicer shall oversee and consult with the Servicers as necessary
from time-to-time to carry out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer by the Servicers and shall
cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or
observed by such Servicer under this Agreement.
With respect to any Distribution Date, no later than the related Cash Remittance Date, the
Master Servicer shall remit to the Trust Administrator for deposit in the Certificate Account the amount of
the Compensating Interest Payment for the Master Servicer, with respect to the Xxxxx Fargo Serviced Mortgage
Loans, SPS Serviced Mortgage Loans, Ocwen Serviced Mortgage Loans and JPMorgan Serviced Mortgage Loans and
the Designated Mortgage Loans, for the related Prepayment Period to the extent Xxxxx Fargo, SPS, Ocwen,
JPMorgan or the related Designated Servicer default in their obligation to make such Compensating Interest
Payment pursuant to Section 3.05. The aggregate of such deposits shall be made from the Master Servicer's
own funds, without reimbursement therefor.
SECTION 3.04. Trustee to Act as Master Servicer or Servicer.
In the event that (A) the Master Servicer shall for any reason no longer be Master Servicer
hereunder or (B) any Servicer shall for any reason no longer be a Servicer hereunder and, with respect to any
Servicer, the Master Servicer shall for any reason no longer be Master Servicer hereunder (including, in each
case, by reason of an Event of Default), the Trustee or its successor shall thereupon assume all of the
rights and obligations of the Master Servicer or such Servicer hereunder arising thereafter (except that the
Trustee shall not be (i) liable for losses of the Master Servicer or such Servicer pursuant to Section 3.09
hereof or any acts or omissions of the related predecessor of the Master Servicer or such Servicer hereunder,
(ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to
effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to,
repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iv) deemed to have
made any representations and warranties of the Master Servicer or such Servicer hereunder). Any such
assumption shall be subject to Section 8.02 hereof. Notwithstanding the foregoing, if the Trustee has become
the successor to the Master Servicer or a Servicer hereunder, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint,
any established mortgage loan servicing institution, the appointment of which does not adversely affect the
then-current rating of the Certificates, as the successor to the Master Servicer or a Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or
such Servicer, as applicable, provided that such successor to the Master Servicer or such Servicer, as
applicable, shall not be deemed to have made any representation or warranty as to any Mortgage Loan made by
the Master Servicer or such Servicer, as applicable.
Each Servicer shall, upon request of the Trust Administrator, but at the expense of such
Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or
substitute Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such
Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of the Subservicing Agreement or substitute Subservicing Agreement to the
assuming party.
SECTION 3.05. Collection of Mortgage Loans; Collection Accounts; Certificate Account.
(a) Continuously from the date hereof until the principal and interest on all Non-Designated Mortgage
Loans have been paid in full or such Non-Designated Mortgage Loans have become Liquidated Mortgage Loans,
each Servicer shall proceed in accordance with Accepted Servicing Practices to collect all payments due under
each of the related Non-Designated Mortgage Loans when the same shall become due and payable to the extent
consistent with this Agreement and the terms and provisions of any related Mortgage Guaranty Insurance Policy
and shall take special care with respect to the Non-Designated Mortgage Loans for which a Servicer collects
escrow payments in ascertaining and estimating Escrow Payments and all other charges that will become due and
payable with respect to the Non-Designated Mortgage Loans and the related Mortgaged Properties, to the end
that the installments payable by the related Mortgagors will be sufficient to pay such charges as and when
they become due and payable. Consistent with the foregoing, in connection with Non-Designated Mortgage Loans
which it is directly servicing, each Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of a Non-Designated Mortgage Loan and
(ii) extend the Due Dates for payments due on a Mortgage Note for a period not greater than 180 days;
provided, however, that no such Servicer can extend the maturity of any such Non-Designated Mortgage Loan past
the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date. In
the event of any such arrangement, the related Servicer shall make Advances on the related Non-Designated
Mortgage Loans in accordance with the provisions of Section 5.01 during the scheduled period in accordance
with the amortization schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. No Servicer shall be required to institute or join in litigation with respect to collection of
any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of
the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.
(b) Each Servicer shall segregate and hold all funds collected and received pursuant to a Non-Designated
Mortgage Loan separate and apart from any of its own funds and general assets and shall establish and
maintain one or more Collection Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of Adjustable Rate Mortgage Trust 2005-11, Adjustable Rate Mortgage-Backed
Pass-Through Certificates, Series 2005-11" or, if established and maintained by a Subservicer on behalf of a
Servicer, "[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name], as agent, trustee
and/or bailee of principal and interest custodial account for [Servicer's name], its successors and assigns,
for various owners of interest in [Servicer's name] mortgage-backed pools. In the event that a Subservicer
employs a subservicer, the Collection Account shall be titled "[name of Subservicer's subservicer], in trust
for [Subservicer's name]." Each Collection Account maintained by each Servicer (other than Xxxxx Fargo),
shall be an Eligible Account acceptable to the Depositor and the Trust Administrator. Each Collection
Account maintained by Xxxxx Fargo shall be an Eligible Account. Funds deposited in a Collection Account may
be drawn on by the related Servicer in accordance with Section 3.08. Any funds deposited in a Collection
Account shall either be invested in Eligible Investments or at all times be fully insured to the full extent
permitted under applicable law.
(c) Each Servicer shall deposit in the applicable Collection Account on a daily basis (with respect to
Ocwen and SPS, within two Business Days of receipt), unless otherwise indicated, and retain therein, the
following collections remitted by Subservicers or payments received by such Servicer and payments made by
such Servicer subsequent to the Cut-off Date, other than payments of principal and interest due on or before
the Cut-off Date:
(i) all payments on account of principal on the related Non-Designated Mortgage Loans, including all
Principal Prepayments;
(ii) all payments on account of interest on the related Non-Designated Mortgage Loans adjusted to the per
annum rate equal to the Mortgage Rate reduced by the sum of the related Expense Fee Rate, as
applicable;
(iii) all Liquidation Proceeds on the related Non-Designated Mortgage Loans;
(iv) all Insurance Proceeds on the related Non-Designated Mortgage Loans including amounts required to be
deposited pursuant to Section 3.09 (other than proceeds to be held in the Escrow Account and applied
to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with
Section 3.09);
(v) all Advances made by such Servicer pursuant to Section 5.01;
(vi) no later than the withdrawal from the Collection Account pursuant to Section 3.08(a)(viii) each month,
the applicable amount of the Compensating Interest Payment for such Servicer for the related
Prepayment Period. The aggregate of such deposits shall be made from such Servicer's own funds,
without reimbursement therefor;
(vii) any amounts required to be deposited by such Servicer in respect of net monthly income from
REO Property related to any Non-Designated Mortgage Loan pursuant to Section 3.11;
(viii) all Assigned Prepayment Premiums, if applicable; and
(ix) any other amounts required to be deposited hereunder.
The foregoing requirements for deposit into each Collection Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the foregoing, with respect to the
Non-Designated Mortgage Loans, Ancillary Income need not be deposited by such Servicer into such Collection
Account. In addition, notwithstanding the provisions of this Section 3.05, each Servicer may deduct from
amounts received by it, prior to deposit into the applicable Collection Account, any portion of any Scheduled
Payment representing (i) the applicable Servicing Fee and any other amounts owed to such Servicer pursuant to
Section 3.14 and (ii) with respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage
Guaranty Insurance Policy, any amounts required to effect timely payment of the premiums on such Mortgage
Guaranty Insurance Policy pursuant to Section 3.09(c). In the event that a Servicer shall remit any amount
not required to be remitted, it may at any time withdraw or direct the institution maintaining the related
Collection Account to withdraw such amount from such Collection Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by delivering written notice thereof to
the Trustee or such other institution maintaining such Collection Account which describes the amounts
deposited in error in such Collection Account. Each Servicer shall maintain adequate records with respect to
all withdrawals made by it pursuant to this Section. All funds deposited in a Collection Account shall be
held in trust for the Certificateholders until withdrawn in accordance with Section 3.08(a).
(d) On or prior to the Closing Date, the Trust Administrator shall establish and maintain, on behalf of
the Certificateholders, the Certificate Account. The Trust Administrator shall, promptly upon receipt,
deposit in the Certificate Account and retain therein the following:
(i) the aggregate amount remitted by each Servicer of Non-Designated Mortgage Loans to the Trust
Administrator pursuant to Section 3.08(a)(viii) and (x) and the aggregate amount remitted by each
Designated Servicer to the Master Servicer or Trust Administrator pursuant to their respective
Designated Servicing Agreements, in each case including any Assigned Prepayment Premiums;
(ii) any amount deposited by the Trust Administrator pursuant to Section 3.05(e) in connection with any
losses on Eligible Investments;
(iii) all Compensating Interest Payments remitted by the Master Servicer to the Trust Administrator pursuant
to Section 3.03 and Section 3.22(b);
(iv) all Advances remitted by the Master Servicer to the Trust Administrator pursuant to Section 5.01 and
Section 3.22(b); and
(v) any other amounts deposited hereunder which are required to be deposited in the Certificate Account.
In the event that the Master Servicer or a Servicer shall remit to the Trust Administrator any
amount not required to be remitted, the Master Servicer or such Servicer, as applicable, may at any time
direct the Trust Administrator to withdraw such amount from the Certificate Account, any provision herein to
the contrary notwithstanding. Such direction may be accomplished by delivering an Officer's Certificate to
the Trust Administrator which describes the amounts deposited in error in the Certificate Account. All funds
deposited in the Certificate Account shall be held by the Trust Administrator in trust for the
Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with
Section 3.08(b). In no event shall the Trust Administrator incur liability for withdrawals from the
Certificate Account at the direction of the Master Servicer or any Servicer.
(e) Each institution at which a Collection Account or the Certificate Account is maintained shall either
hold such funds on deposit uninvested or shall invest the funds therein as directed in writing by the related
Servicer, the Trust Administrator or the Depositor, respectively, in Eligible Investments, which shall mature
not later than (i) in the case of a Collection Account, the Cash Remittance Date and (ii) in the case of the
Certificate Account, the Business Day immediately preceding the Distribution Date, or on the Distribution
Date, with respect to Eligible Investments invested with an affiliate of the Trust Administrator. All income
and gain net of any losses realized from any such balances or investment of funds on deposit in a Collection
Account shall be for the benefit of the related Servicer as servicing compensation and shall be remitted to
it monthly as provided herein. The amount of any realized losses in a Collection Account incurred in any
such account in respect of any such investments shall promptly be deposited by the related Servicer (from its
own funds) in the related Collection Account. Neither the Trustee nor the Trust Administrator shall be
liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held
in a Collection Account and made in accordance with this Section 3.05. All income and gain net of any losses
realized from any such investment of funds on deposit in the Certificate Account shall be for the benefit of
the Trust Administrator as compensation and shall be remitted to it monthly as provided herein. The amount
of any realized losses in the Certificate Account incurred in any such account in respect of any such
investments shall promptly be deposited by the Trust Administrator (from its own funds) in the Certificate
Account.
(f) Each Servicer, other than Xxxxx Fargo, shall give notice to the Trustee, the Trust Administrator, the
Seller, each Rating Agency, and the Depositor of any proposed change of the location of the related
Collection Account prior to any change thereof. Xxxxx Fargo shall give notice to the Depositor of any
proposed change of the location of the related Collection Account prior to any change thereof and, upon
receipt of such notice, the Depositor shall give notice to the Trustee, the Trust Administrator, the Seller
and each Rating Agency. The Trust Administrator shall give notice to the Master Servicer and each Servicer,
the Seller, each Rating Agency, the Trustee and the Depositor of any proposed change of the location of the
Certificate Account prior to any change thereof.
SECTION 3.06. Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow Accounts;
Payments of Taxes, Insurance and Other Charges.
(a) To the extent required by the related Mortgage Note and not violative of applicable law, the
applicable Servicer shall segregate and hold all funds collected and received pursuant to a Non-Designated
Mortgage Loan constituting Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts,
titled, in the case of Servicers other than SPS and Xxxxx Fargo, "Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass Through Certificates, Series 2005-11," in the case of Xxxxx Fargo,
"Xxxxx Fargo Bank, N.A., as Servicer for Adjustable Rate Mortgage Trust 2005-11, Adjustable Rate
Mortgage-Backed Pass Through Certificates, Series 2005-11," in the case of SPS, "Select Portfolio Servicing,
Inc., as Servicer for Adjustable Rate Mortgage Trust 2005-11, Adjustable Rate Mortgage-Backed Pass Through
Certificates, Series 2005-11," in the case of Ocwen, "Ocwen Loan Servicing, LLC, as Servicer for Adjustable
Rate Mortgage Trust 2005-11, Adjustable Rate Mortgage-Backed Pass Through Certificates, Series 2005-11," in
the case of JPMorgan, "JPMorgan Chase Bank, N.A., as Servicer for Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass Through Certificates, Series 2005-11," or, if established and maintained
by a Subservicer on behalf of a Servicer, "[Subservicer's name], in trust for [Servicer's name]" or
"[Subservicer's name], as agent, trustee and/or bailee of taxes and insurance custodial account for
[Servicer's name], its successors and assigns, for various owners of interest in [Servicer's name] mortgage
backed pools. In the event that a Subservicer employs a subservicer, the Escrow Accounts shall be titled
"[name of Subservicer's subservicer] in trust for [Subservicer's name]. The Escrow Accounts shall be Eligible
Accounts. Funds deposited in the Escrow Account may be drawn on by the related Servicer in accordance with
Section 3.06(d).
(b) Each Servicer shall deposit or cause to be deposited in its Escrow Account or Accounts on a daily
basis within two Business Days of receipt and retain therein:
(i) all Escrow Payments collected on account of the related Non-Designated Mortgage Loans, for the purpose
of effecting timely payment of any such items as required under the terms of this Agreement; and
(ii) all amounts representing Insurance Proceeds which are to be applied to the restoration or repair of
any Mortgaged Property related to a Non-Designated Mortgage Loan.
(c) Each Servicer shall make withdrawals from the Escrow Account only to effect such payments as are
required under this Agreement, as set forth in Section 3.06(d). Each Servicer shall be entitled to retain any
interest paid on funds deposited in the related Escrow Account by the depository institution, other than
interest on escrowed funds required by law to be paid to the Mortgagor. To the extent required by law, the
applicable Servicer shall pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non interest bearing or that interest paid thereon is insufficient for such purposes.
(d) Withdrawals from the Escrow Account or Accounts may be made or caused to be made by the related
Servicer only:
(i) to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance
premiums, condominium charges, fire and hazard insurance premiums or other items constituting Escrow
Payments for the related Mortgage;
(ii) to reimburse such Servicer for any Servicing Advances made by the such Servicer with respect to a
related Non-Designated Mortgage Loan, but only from amounts received on the related Non-Designated
Mortgage Loan which represent late collections of Escrow Payments thereunder;
(iii) to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of
the related Non-Designated Mortgage Loan;
(iv) for transfer to the related Collection Account to reduce the principal balance of the related
Non-Designated Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note;
(v) for application to restore or repair of the Mortgaged Property related to a Non-Designated Mortgage
Loan in accordance with the procedures outlined in Section 3.09(e);
(vi) to pay to the related Servicer, or any Mortgagor related to a Non-Designated Mortgage Loan to the
extent required by law, any interest paid on the funds deposited in such Escrow Account;
(vii) to clear and terminate such Escrow Account on the termination of this Agreement; and
(viii) to remove funds inadvertently placed in the Escrow account by the related Servicer.
(e) With respect to each Non-Designated Mortgage Loan, the applicable Servicer shall maintain accurate
records reflecting the status of ground rents and taxes and any other item which may become a lien senior to
the lien of the related Mortgage and the status of Mortgage Guaranty Insurance Policy premiums, and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect or cause to be effected payment thereof prior to the applicable
penalty or termination date.
SECTION 3.07. Access to Certain Documentation and Information Regarding the Non-Designated Mortgage Loans;
Inspections.
(a) The Master Servicer and each Servicer shall afford the Depositor, the Trustee and the Trust
Administrator reasonable access to all records and documentation regarding the Non-Designated Mortgage Loans
and all accounts, insurance information and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable written request and during normal business hours at the
office designated by the Master Servicer or such Servicer. In addition, each Servicer shall afford the
Master Servicer reasonable access to all records and documentation regarding the Non-Designated Mortgage
Loans and all accounts, insurance information and other matters relating to this Agreement, such access being
afforded without charge, but only upon reasonable written request and during normal business hours at the
office designated by such Servicer. In addition, each Servicer shall provide to the Special Servicer
reasonable access to all records and documentation regarding the Non-Designated Mortgage Loans serviced by it
that become Special Serviced Mortgage Loans.
(b) Each Servicer, separately with respect to the Non-Designated Mortgage Loans each directly services,
shall inspect the related Mortgaged Properties as often as deemed necessary by such Servicer in such party's
sole discretion, to assure itself that the value of such Mortgaged Property is being preserved. In addition,
if any Non-Designated Mortgage Loan is more than 60 days delinquent, such Servicer, as applicable, shall
conduct subsequent inspections in accordance with Accepted Servicing Practices or as may be required by the
primary mortgage guaranty insurer. Each Servicer shall keep a written or electronic report of each such
inspection.
SECTION 3.08. Permitted Withdrawals from the Collection Accounts and Certificate Account.
(a) Each Servicer may from time to time make withdrawals from the related Collection Account for the
following purposes:
(i) to pay to such Servicer (to the extent not previously retained by such Servicer) the servicing
compensation to which it is entitled pursuant to Section 3.14, and to pay to such Servicer, as
additional servicing compensation, earnings on or investment income with respect to funds in or
credited to such Collection Account, and with respect to Xxxxx Fargo, to pay (to the extent not
previously retained by Xxxxx Fargo) any REO Disposition Fee to which it is entitled pursuant to
Section 3.11(e);
(ii) to reimburse such Servicer for unreimbursed Advances made by it, such right of reimbursement pursuant
to this subclause (ii) being limited to amounts received on the Non-Designated Mortgage Loan(s) in
respect of which any such Advance was made (including without limitation, late recoveries of payments,
Liquidation Proceeds and Insurance Proceeds to the extent received by such Servicer);
(iii) to reimburse such Servicer for any Nonrecoverable Advance previously made or any amount expended
pursuant to Section 3.11(a);
(iv) to reimburse such Servicer for (A) unreimbursed Servicing Advances or such Servicer's right to
reimbursement pursuant to this clause (A) with respect to any Non-Designated Mortgage Loan being
limited to amounts received on such Non-Designated Mortgage Loan which represent late payments of
principal and/or interest (including, without limitation, Liquidation Proceeds and Insurance Proceeds
with respect to such Mortgage Loan) respecting which any such advance was made and (B) for unpaid
Servicing Fees as provided in Section 3.11 hereof;
(v) to pay to the purchaser, with respect to each Non-Designated Mortgage Loan or property acquired in
respect thereof that has been purchased pursuant to Section 2.02, 2.03 or 3.11, all amounts received
thereon after the date of such purchase;
(vi) to make any payments required to be made pursuant to Section 2.07(g);
(vii) to reimburse the Seller, such Servicer or the Depositor for expenses incurred by any of them and
reimbursable pursuant to Section 7.03 hereof;
(viii) to withdraw any amount deposited in such Collection Account and not required to be deposited therein;
(ix) with respect to the Non-Designated Mortgage Loans, on the Cash Remittance Date, to withdraw an amount
equal to the portion of (a) with respect to the Mortgage Loans in Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4, the Available Distribution Amount and (b) with respect to the Mortgage Loans
in Loan Group 5, the Interest Remittance Amount and Principal Remittance Amount, in each case
applicable to the Mortgage Loans serviced by such Servicer, who will remit the aggregate of such
amounts to the Trust Administrator for deposit in the Certificate Account;
(x) with respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty Insurance
Policy, to effect timely payment of the related premiums on such Mortgage Guaranty Insurance Policy,
as applicable, pursuant to Section 3.09(c), to the extent not deducted by such Servicer prior to
deposit into the applicable Collection Account pursuant to Section 3.05(c);
(xi) on or prior to 4:00 p.m. New York time on the Cash Remittance Date preceding each Distribution Date,
each applicable Servicer shall withdraw an amount equal to the sum of all Assigned Prepayment Premiums
received during the related Prepayment Period applicable to the Mortgage Loans serviced by such
Servicer, and remit such amount to the Trust Administrator for deposit in the Certificate Account; and
(xii) to clear and terminate such Collection Account upon termination of this Agreement pursuant to
Section 11.01 hereof.
Each Servicer shall keep and maintain separate accounting, on a Non-Designated Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the related Collection Account
pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any withdrawal from a Collection
Account pursuant to subclause (iii) for reimbursement of a Nonrecoverable Advance, the related Servicer shall
deliver to the Trust Administrator a certificate of a Servicing Officer indicating the amount of any previous
Advance or Servicing Advance determined by such Servicer to be a Nonrecoverable Advance and identifying the
related Non-Designated Mortgage Loans(s), and their respective portions of such Nonrecoverable Advance. In
connection with the payment of a Purchase Price, if a Servicer is not required to remit unreimbursed Advances
and Servicing Advances as specified in the definition of Purchase Price, such Servicer shall be deemed to
have been reimbursed for such amount.
(b) The Trust Administrator shall withdraw funds from the Certificate Account for distributions to
Certificateholders, in the manner specified in this Agreement (and to withhold from the amounts so withdrawn,
the amount of any taxes that it is authorized to withhold pursuant to Section 2.07). In addition, the Trust
Administrator may from time to time make withdrawals from the Certificate Account for the following purposes:
(i) to pay to itself any investment income earned for the related Distribution Date, and to pay to itself
or the Master Servicer any other amounts to which it or the Master Servicer is entitled to
reimbursement or payment under the terms of this Agreement;
(ii) to withdraw and return to the Master Servicer or the applicable Servicer for deposit to the applicable
Collection Account any amount deposited in the Certificate Account and not required to be deposited
therein; and
(iii) to clear and terminate the Certificate Account upon termination of the Agreement pursuant to
Section 11.01 hereof.
SECTION 3.09. Maintenance of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty Insurance
Policy; Claims; Restoration of Mortgaged Property.
(a) Each Servicer shall cause to be maintained for each related Non-Designated Mortgage Loan hazard
insurance such that all buildings upon the related Mortgaged Property are insured by a generally acceptable
insurer rated either: "V" or better in the current Best's Key Rating Guide ("Best's") or acceptable to FNMA
or FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the
area where the related Mortgaged Property is located, in an amount which is at least equal to the lesser of
(i) the replacement value of the improvements securing such Non-Designated Mortgage Loan and (ii) the greater
of (A) the outstanding principal balance of such Non-Designated Mortgage Loan and (B) an amount such that the
proceeds of such policy shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming a co
insurer.
If upon origination of the Non-Designated Mortgage Loan, the related Mortgaged Property was
located in an area identified in the Federal Register by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available), the related Servicer shall cause a
flood insurance policy to be maintained with respect to such Non-Designated Mortgage Loan. Such policy shall
meet the requirements of the current guidelines of the Federal Insurance Administration and be in an amount
representing coverage equal to the lesser of (i) the minimum amount required, under the terms of coverage, to
compensate for any damage or loss on a replacement cost basis (or the unpaid principal balance of the
mortgage if replacement cost coverage is not available for the type of building insured) and (ii) the maximum
amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended.
If a Mortgage related to a Non-Designated Mortgage Loan is secured by a unit in a condominium
project, the related Servicer shall verify that the coverage required of the owner's association, including
hazard, flood, liability, and fidelity coverage, is being maintained in accordance with the requirements of
the related Servicer for mortgage loans that it services on its own account.
Each Servicer shall cause to be maintained on each Mortgaged Property related to a
Non-Designated Mortgage Loan such other additional special hazard insurance as may be required pursuant to
such applicable laws and regulations as shall at any time be in force and as shall require such additional
insurance, or pursuant to the requirements of any Mortgage Guaranty Insurance Policy insurer, or as may be
required to conform with Accepted Servicing Practices to the extent permitted by the Mortgage Note, the
Mortgage or applicable law provided that the related Servicer shall not be required to bear the cost of such
insurance.
All policies required hereunder shall name the related Servicer as loss payee and shall be
endorsed with standard or union mortgagee clauses, without contribution, which shall provide for prior
written notice of any cancellation, reduction in amount or material change in coverage.
Each Servicer shall not interfere with the Mortgagor's freedom of choice at the origination of
such Non-Designated Mortgage Loan in selecting either his insurance carrier or agent, provided, however, that
such Servicer shall not accept any such insurance policies from insurance companies unless such companies are
rated: B:III or better in Best's or acceptable to FNMA or FHLMC and are licensed to do business in the
jurisdiction in which the Mortgaged Property is located. The related Servicer shall determine that such
policies provide sufficient risk coverage and amounts, that they insure the property owner, and that they
properly describe the property address.
Pursuant to Section 3.05, any amounts collected by a Servicer under any such policies (other
than amounts to be deposited in the related Escrow Account and applied to the restoration or repair of the
related Mortgaged Property, or property acquired in liquidation of the Non-Designated Mortgage Loan, or to be
released to the Mortgagor, in accordance with such Servicer's normal servicing procedures) shall be deposited
in the related Collection Account (subject to withdrawal pursuant to Section 3.08(a)).
Any cost incurred by a Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders or remittances to the Trust Administrator for
their benefit, be added to the principal balance of the Non-Designated Mortgage Loan, notwithstanding that
the terms of the Non-Designated Mortgage Loan so permit. Such costs shall constitute a Servicing Advance and
will be reimbursable to the related Servicer to the extent permitted by Section 3.08 hereof. It is
understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor
related to a Non-Designated Mortgage Loan or maintained on property acquired in respect of a Mortgage related
to a Non-Designated Mortgage Loan other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.
(b) In the event that a Servicer shall obtain and maintain a blanket policy insuring against losses
arising from fire and hazards covered under extended coverage on all of the related Non-Designated Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant
to Section 3.09(a) and otherwise complies with all other requirements of Section 3.09(a), it shall
conclusively be deemed to have satisfied its obligations as set forth in Section 3.09(a). Any amounts
collected by a Servicer under any such policy relating to a Non-Designated Mortgage Loan shall be deposited
in the related Collection Account subject to withdrawal pursuant to Section 3.08(a). Such policy may contain
a deductible clause, in which case, in the event that there shall not have been maintained on the related
Mortgaged Property a policy complying with Section 3.09(a), and there shall have been a loss which would have
been covered by such policy, the related Servicer shall deposit in the related Collection Account at the time
of such loss the amount not otherwise payable under the blanket policy because of such deductible clause,
such amount to be deposited from such Servicer's funds, without reimbursement therefor. Upon request of the
Trust Administrator, a Servicer shall cause to be delivered to the Trust Administrator a certified true copy
of such policy and a statement from the insurer thereunder that such policy shall in no event be terminated
or materially modified without 30 days' prior written notice to the Trust Administrator. In connection with
its activities as Servicer of the related Non-Designated Mortgage Loans, such Servicer agrees to present, on
behalf of itself, the Depositor, and the Trust Administrator for the benefit of the Certificateholders,
claims under any such blanket policy.
(c) With respect to each Non-Designated Mortgage Loan with a Loan-to-Value Ratio in excess of 80% which
the Seller represented to be covered by a Mortgage Guaranty Insurance Policy as of the Cut-off Date, the
related Servicer shall, without any cost to the Depositor or Trust Administrator, maintain or cause the
Mortgagor to maintain in full force and effect a Mortgage Guaranty Insurance Policy insuring that portion of
the Non-Designated Mortgage Loan in excess of 75% of value, and shall pay or shall cause the Mortgagor to
pay, the premium thereon on a timely basis, until the loan-to-value ratio of such Non-Designated Mortgage
Loan is reduced to 80%, based on either (i) a current appraisal of the Mortgaged Property or (ii) the
appraisal of the Mortgaged Property obtained at the time the Non-Designated Mortgage Loan was originated. In
the event that such Mortgage Guaranty Insurance Policy shall be terminated prior to the loan-to-value ratio
of such Non-Designated Mortgage Loan being reduced to 80%, the related Servicer shall obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining coverage of
such terminated Mortgage Guaranty Insurance Policy. If the insurer shall cease to be a Qualified Insurer, the
related Servicer shall determine whether recoveries under the Mortgage Guaranty Insurance Policy are
jeopardized for reasons related to the financial condition of such insurer, it being understood that such
Servicer shall in no event have any responsibility or liability for any failure to recover under the Mortgage
Guaranty Insurance Policy for such reason. If the related Servicer determines that recoveries are so
jeopardized, it shall notify the Mortgagor, if required, and obtain from another Qualified Insurer a
replacement insurance policy. The related Servicer shall not take any action which would result in
noncoverage under any applicable Mortgage Guaranty Insurance Policy of any loss which, but for the actions of
such Servicer would have been covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 3.10, each Servicer shall promptly notify the insurer
under the related Mortgage Guaranty Insurance Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such Mortgage Guaranty Insurance Policy and shall take all actions which may
be required by such insurer as a condition to the continuation of coverage under such Mortgage Guaranty
Insurance Policy, provided that such required actions are in compliance with all applicable law. If such
Mortgage Guaranty Insurance Policy is terminated as a result of such assumption or substitution of liability,
the related Servicer shall obtain a replacement Mortgage Guaranty Insurance Policy as provided above;
provided that under applicable law and the terms of the related Mortgage Note and Mortgage the cost of such
policy may be charged to the successor Mortgagor.
With respect to each Non-Designated Mortgage Loan covered by a Lender Paid Mortgage Guaranty
Insurance Policy, the applicable Servicer shall effect timely payment of the premiums on such Mortgage
Guaranty Insurance Policy from amounts on deposit in the Collection Account, or deducted by such Servicer
prior to deposit into the applicable Collection Account pursuant to Section 3.05(c) with respect to such
Non-Designated Mortgage Loan. If amounts on deposit in the Collection Account, or deducted by such Servicer
prior to deposit into the applicable Collection Account pursuant to Section 3.05(c) with respect to such
Non-Designated Mortgage Loan are not sufficient to pay the premiums on such Mortgage Guaranty Insurance
Policy, the applicable Servicer shall effect timely payment of such premiums, and such costs shall be
recoverable by such Servicer from the related Liquidation Proceeds or otherwise as a Servicing Advance
pursuant to Section 3.08(a). With respect to each Non-Designated Mortgage Loan covered by a Mortgage
Guaranty Insurance Policy that is not a Lender Paid Mortgage Guaranty Insurance Policy, the applicable
Servicer shall effect timely payment of the premiums on such Mortgage Guaranty Insurance Policy, and such
costs not otherwise recoverable from the Mortgagor shall be recoverable by such Servicer from the related
Liquidation Proceeds or otherwise as a Servicing Advance pursuant to Section 3.08(a).
(d) In connection with its activities as servicer, each Servicer shall prepare and present, on behalf of
itself, the Depositor, the Trust, the Trustee, the Trust Administrator and the Certificateholders, claims to
the insurer under any Mortgage Guaranty Insurance Policy related to a Non-Designated Mortgage Loan in a
timely fashion in accordance with the terms of such Mortgage Guaranty Insurance Policy and, in this regard,
to take such reasonable action as shall be necessary to permit recovery under any Mortgage Guaranty Insurance
Policy respecting defaulted Non-Designated Mortgage Loans. Pursuant to Section 3.05, any amounts collected by
a Servicer under any Mortgage Guaranty Insurance Policy shall be deposited in the related Collection Account,
subject to withdrawal pursuant to Section 3.08.
(e) With respect to any Non-Designated Mortgage Loan, each Servicer need not obtain the approval of the
Trustee or the Trust Administrator prior to releasing any Insurance Proceeds to the related Mortgagor to be
applied to the restoration or repair of the related Mortgaged Property if such release is in accordance with
Accepted Servicing Practices. At a minimum, each Servicer shall comply with the following conditions in
connection with any such release of Insurance Proceeds:
(i) such Servicer shall receive satisfactory independent verification of completion of repairs and
issuance of any required approvals with respect thereto;
(ii) such Servicer shall take all steps necessary to preserve the priority of the lien of the Mortgage,
including, but not limited to requiring waivers with respect to mechanics' and materialmen's liens; and
(iii) pending repairs or restoration, such Servicer shall place the Insurance Proceeds in the related Escrow
Account.
(f) With respect to any Non-Designated Mortgage Loan, if the Trust Administrator is named as an additional
loss payee, the related Servicer is hereby empowered to endorse any loss draft issued in respect of such a
claim in the name of the Trustee or the Trust Administrator.
SECTION 3.10. Enforcement of Due on Sale Clauses; Assumption Agreements.
(a) With respect to any Non-Designated Mortgage Loan, each Servicer shall use its best efforts to enforce
any "due-on-sale" provision contained in any related Mortgage or Mortgage Note and to deny assumption by the
person to whom the Mortgaged Property has been or is about to be sold whether by absolute conveyance or by
contract of sale, and whether or not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When
the Mortgaged Property has been conveyed by the Mortgagor, the related Servicer shall, to the extent it has
knowledge of such conveyance, exercise its rights to accelerate the maturity of such Non-Designated Mortgage
Loan under the "due-on-sale" clause applicable thereto, provided, however, that such Servicer shall not
exercise such rights if prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related Mortgage Guaranty Insurance Policy, if any.
(b) With respect to any Non-Designated Mortgage Loan, if a Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, such Servicer shall enter into (i) an assumption and
modification agreement with the person to whom such property has been conveyed, pursuant to which such person
becomes liable under the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in the event
such Servicer is unable under applicable law to require that the original Mortgagor remain liable under the
Mortgage Note, a substitution of liability agreement with the purchaser of the Mortgaged Property pursuant to
which the original Mortgagor is released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, a
Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption
which such Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.
In connection with any such assumption, no material term of the Mortgage Note, including without limitation,
the Mortgage Rate borne by the related Mortgage Note, the term of the Non-Designated Mortgage Loan or the
outstanding principal amount of the Non-Designated Mortgage Loan shall be changed.
(c) To the extent that any Non-Designated Mortgage Loan is assumable, the related Servicer shall inquire
diligently into the creditworthiness of the proposed transferee, and shall use the underwriting criteria for
approving the credit of the proposed transferee which are used by FNMA with respect to underwriting mortgage
loans of the same type as the Non-Designated Mortgage Loans. If the credit of the proposed transferee does
not meet such underwriting criteria, the related Servicer diligently shall, to the extent permitted by the
Mortgage or the Mortgage Note and by applicable law, accelerate the maturity of the Non-Designated Mortgage
Loan.
(d) With respect to any Non-Designated Mortgage Loan, subject to each Servicer's duty to enforce any
due-on-sale clause to the extent set forth in this Section 3.10, in any case in which the related Mortgaged
Property has been conveyed to a Person by the related Mortgagor, and such Person is to enter into an
assumption agreement or modification agreement or supplement to the Mortgage Note or Mortgage that requires
the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Non-Designated Mortgage Loan, such Servicer shall prepare and deliver or
cause to be prepared and delivered to the Trustee for signature and shall direct, in writing, the Trustee to
execute the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable
or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person. In connection
with any such assumption, no material term of the Mortgage Note may be changed. Together with each such
substitution, assumption or other agreement or instrument delivered to the Trustee for execution by it, the
related Servicer shall deliver an Officer's Certificate signed by a Servicing Officer stating that the
requirements of this subsection have been met in connection therewith. The related Servicer shall notify the
Trustee and the Trust Administrator that any such substitution or assumption agreement has been completed by
forwarding to the Trustee and the Trust Administrator a copy of such substitution or assumption agreement,
and shall forward the original to the Custodian which shall be added to the related Mortgage File and shall,
for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof. Any fee collected by a Servicer for entering into an assumption or
substitution of liability agreement will be retained by such Servicer as additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
(a) Each Servicer shall use reasonable efforts to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the related Non-Designated Mortgage Loans as come into and continue
in default and as to which no satisfactory arrangements can be made for collection of delinquent payments.
In connection with such foreclosure or other conversion, each Servicer shall take such action as (i) such
Servicer would take under similar circumstances with respect to a similar mortgage loan held for its own
account for investment, (ii) shall be consistent with Accepted Servicing Practices, (iii) such Servicer shall
determine consistently with Accepted Servicing Practices to be in the best interest of the Trust and
Certificateholders, and (iv) is consistent with the requirements of the insurer under any Required Insurance
Policy; provided, however, that such Servicer shall not be required to expend its own funds in connection
with any foreclosure or towards the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of the related Non-Designated
Mortgage Loan after reimbursement to itself of such expenses and (ii) that such expenses will be recoverable
to it through Liquidation Proceeds. Any funds expended by any Servicer pursuant to this
Section 3.11(a) shall be reimbursable in full pursuant to Section 3.08(a)(iii). The related Servicer shall be
responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that
it shall be entitled to reimbursement thereof from the Liquidation Proceeds with respect to the related
Mortgaged Property or otherwise as a Servicing Advance in accordance with Section 3.08(a).
With respect to any Non-Designated Mortgage Loan, notwithstanding anything to the contrary
contained in this Agreement, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure,
in the event the related Servicer has reasonable cause to believe that the related Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, or if the Trust Administrator otherwise requests, an
environmental inspection or review of such Mortgaged Property conducted by a qualified inspector shall be
arranged for by such Servicer. Upon completion of the inspection, the related Servicer shall promptly provide
the Trust Administrator with a written report of environmental inspection.
In the event the environmental inspection report indicates that the Mortgaged Property is
contaminated by hazardous or toxic substances or wastes, the related Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure if the estimated costs of the environmental clean
up, as estimated in the environmental inspection report, together with the Servicing Advances and Advances
made by such Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu of foreclosure
exceeds the estimated value of the Mortgaged Property. If however, the aggregate of such clean up and
foreclosure costs, Advances and Servicing Advances are less than or equal to the estimated value of the
Mortgaged Property, then the related Servicer may, in its reasonable judgment and in accordance with Accepted
Servicing Practices, choose to proceed with foreclosure or acceptance of a deed in lieu of foreclosure and
such Servicer shall be reimbursed for all reasonable costs associated with such foreclosure or acceptance of
a deed in lieu of foreclosure and any related environmental clean up costs, as applicable, from the related
Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully reimburse such Servicer, such
Servicer shall be entitled to be reimbursed from amounts in the related Collection Account pursuant to
Section 3.08(a) hereof. In the event the related Servicer does not proceed with foreclosure or acceptance of
a deed in lieu of foreclosure pursuant to the first sentence of this paragraph, such Servicer shall be
reimbursed for all Advances and Servicing Advances made with respect to the related Mortgaged Property from
the related Collection Account pursuant to Section 3.08(a) hereof, and such Servicer shall have no further
obligation to service such Non-Designated Mortgage Loan under the provisions of this Agreement.
(b) With respect to any REO Property related to a Non-Designated Mortgage Loan, the deed or certificate of
sale shall, subject to applicable laws, be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The Trustee's name shall be placed
on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The
related Servicer shall ensure that the title to such REO Property references this Agreement and the Trustee
capacity hereunder. Pursuant to its efforts to sell such REO Property, the related Servicer shall in
accordance with Accepted Servicing Practices manage, conserve, protect and operate each REO Property for the
purpose of its prompt disposition and sale. The related Servicer, either itself or through an agent selected
by such Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it
manages, conserves, protects and operates other foreclosed property for its own account, and in the same
manner that similar property in the same locality as the REO Property is managed. Upon request, the related
Servicer shall furnish to the Trust Administrator on or before each Distribution Date a statement with
respect to any REO Property covering the operation of such REO Property for the previous calendar month and
such Servicer's efforts in connection with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous calendar month. That statement shall be accompanied by such
other information as the Trust Administrator shall reasonably request and which is necessary to enable the
Trust Administrator to comply with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the related Collection Account no later
than the close of business on each Determination Date. The related Servicer shall perform the tax reporting
and withholding required by Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with respect to the receipt of mortgage
interest from individuals and any tax reporting required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such tax and information returns as
may be required, in the form required, and delivering the same to the Trust Administrator for filing.
To the extent consistent with Accepted Servicing Practices, the related Servicer shall also
maintain on each REO Property related to a Non-Designated Mortgage Loan fire and hazard insurance with
extended coverage in an amount which is equal to the outstanding principal balance of the related
Non-Designated Mortgage Loan (as reduced by any amount applied as a reduction of principal at the time of
acquisition of the REO Property), liability insurance and, to the extent required and available under the
Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above.
(c) In the event that the Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in
connection with a default or imminent default on a Mortgage Loan, the related Servicer shall dispose of such
Mortgaged Property prior to three years after the end of the calendar year of its acquisition by the Trust
Fund unless (i) the Trustee and the Trust Administrator shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property subsequent to such three-year
period will not result in the imposition of taxes on "prohibited transactions" of any REMIC hereunder as
defined in section 860F of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any time
that any Certificates are outstanding, in which case the Trust Fund may continue to hold such Mortgaged
Property (subject to any conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer
shall have applied for, prior to the expiration of such three-year period, an extension of such three-year
period in the manner contemplated by Section 856(e)(3) of the Code, in which case the three-year period shall
be extended by the applicable extension period. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or
otherwise used for the production of income by or on behalf of the Trust Fund in such a manner or pursuant to
any terms that would (i) cause such Mortgaged Property to fail to qualify as "foreclosure property" within
the meaning of section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the related Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.
In the event of a default on a Mortgage Loan one or more of whose obligors is not a United
States Person, as that term is defined in Section 7701(a)(30) of the Code, in connection with any foreclosure
or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan,
the related Servicer will cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3)
(or any successor thereto) necessary to assure that no withholding tax obligation arises with respect to the
proceeds of such foreclosure except to the extent, if any, that proceeds of such foreclosure are required to
be remitted to the obligors on such Mortgage Loan.
(d) The decision of a Servicer to foreclose on a defaulted Non-Designated Mortgage Loan shall be subject
to a determination by such Servicer that the proceeds of such foreclosure would exceed the costs and expenses
of bringing such a proceeding. The income earned from the management of any REO Properties, net of
reimbursement to such Servicer for expenses incurred (including any property or other taxes) in connection
with such management and net of applicable accrued and unpaid Servicing Fees, and unreimbursed Advances and
Servicing Advances, shall be applied to the payment of principal of and interest on the related defaulted
Non-Designated Mortgage Loans (with interest accruing as though such Non-Designated Mortgage Loans were still
current) and all such income shall be deemed, for all purposes in this Agreement, to be payments on account
of principal and interest on the related Mortgage Notes and shall be deposited into the related Collection
Account. To the extent the net income received during any calendar month is in excess of the amount
attributable to amortizing principal and accrued interest at the related Mortgage Rate on the related
Non-Designated Mortgage Loan for such calendar month, such excess shall be considered to be a partial
prepayment of principal of the related Non-Designated Mortgage Loan.
(e) The proceeds from any liquidation of a Non-Designated Mortgage Loan, as well as any income from a
related REO Property, will be applied in the following order of priority: first, to reimburse the related
Servicer for any related unreimbursed Servicing Advances and Servicing Fees, and with respect to Xxxxx Fargo,
any REO Disposition Fees related to such Mortgage Loan; second, to reimburse such Servicer for any
unreimbursed Advances; third, to reimburse the related Collection Account for any Nonrecoverable Advances (or
portions thereof) that were previously withdrawn by such Servicer pursuant to Section 3.08(a)(iii) that
related to such Non-Designated Mortgage Loan; fourth, to accrued and unpaid interest (to the extent no
Advance has been made for such amount or any such Advance has been reimbursed) on the Non-Designated Mortgage
Loan or related REO Property, at the per annum rate equal to the related Mortgage Rate reduced by the related
Servicing Fee Rate, and any primary mortgage guaranty insurance fee rate, if applicable, to the Due Date
occurring in the month in which such amounts are required to be distributed; and fifth, as a recovery of
principal of the Mortgage Loan. Excess proceeds, if any, from the liquidation of a Liquidated Mortgage Loan
("Excess Proceeds") that is a Non-Designated Mortgage Loan will be retained by the related Servicer as
additional servicing compensation pursuant to Section 3.14.
(f) With respect to any Mortgage Loan related to the Group 1, Group 2, Group 3 or Group 4 Certificates, a
Servicer of such Mortgage Loans may (but is not obligated to) enter into a special servicing agreement with
an unaffiliated Holder of a 100% Percentage Interest of the most junior outstanding Class C-B Certificates.
Any such agreement may contain provisions whereby such Holder may (i) instruct the related Servicer to
commence or delay foreclosure proceedings with respect to such Mortgage Loans that are delinquent and will
contain provisions for the deposit of cash with such Servicer by such Holder that would be available for
distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had
such Servicer acted in accordance with its normal procedures, (ii) purchase such Mortgage Loans that are
delinquent from the Trust Fund immediately prior to the commencement of foreclosure proceedings at a price
equal to the Purchase Price, and/or (iii) assume all of the servicing rights and obligations (as a
Subservicer on behalf of the related Servicer) with respect to such Mortgage Loans that are delinquent so
long as (A) such Holder meets the requirements for a Subservicer set forth in Section 3.02(a), (B) such
Holder has a current special servicing ranking of at least "Average" from S&P, (C) such Holder will
subservice such Mortgage Loans in accordance with this Agreement, (D) the related Servicer has the right to
transfer such servicing rights without the payment of any compensation to a Subservicer.
With respect to any Mortgage Loan related to the Group 5 Certificates, a Servicer of such
Mortgage Loans may (but is not obligated to) enter into a special servicing agreement with an unaffiliated
Holder of a 100% Percentage Interest of the Class 5-X Certificates. Any such agreement may contain
provisions whereby such Holder may (i) instruct the related Servicer to commence or delay foreclosure
proceedings with respect to such Mortgage Loans that are delinquent and will contain provisions for the
deposit of cash with such Servicer by such Holder that would be available for distribution to
Certificateholders if Liquidation Proceeds are less than they otherwise may have been had such Servicer acted
in accordance with its normal procedures, (ii) purchase such Mortgage Loans that are delinquent from the
Trust Fund immediately prior to the commencement of foreclosure proceedings at a price equal to the Purchase
Price, and/or (iii) assume all of the servicing rights and obligations (as a Subservicer on behalf of the
related Servicer) with respect to such Mortgage Loans that are delinquent so long as such Holder (A) such
Holder meets the requirements for a Subservicer set forth in Section 3.02(a), (B) such Holder has a current
special servicing ranking of at least "Average" from S&P, (C) such Holder will subservice such Mortgage Loans
in accordance with this Agreement, (D) the related Servicer has the right to transfer such servicing rights
without the payment of any compensation to a Subservicer.
(g) The Special Servicer, at its option, may (but is not obligated to) purchase from the Trust Fund,
(a) any Mortgage Loan that is delinquent in payment 90 or more days or (b) any related Mortgage Loan with
respect to which there has been initiated legal action or other proceedings for the foreclosure of the
related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable
Servicer has the right to transfer the related servicing rights without the payment of any compensation to a
Subservicer. In the event that the Special Servicer exercises such option, the Purchase Price therefor shall
be deposited in the related Collection Account and upon such deposit of the Purchase Price and receipt of a
Request for Release in the form of Exhibit K hereto, the Custodian shall release the related Mortgage File
held for the benefit of the Certificateholders to the Special Servicer, and the Trustee shall execute and
deliver at the Special Servicer's direction such instruments of transfer or assignment prepared by the
Special Servicer, in each case without recourse, as shall be necessary to transfer title from the Trustee to
the Special Servicer. The applicable Servicer shall be entitled to reimbursement from the Special Servicer
for all expenses incurred by it in connection with the transfer of any Mortgage Loan to the Special Servicer
pursuant to this Section 3.11(g).
SECTION 3.12. Trustee and Trust Administrator to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Non-Designated Mortgage Loan, or the receipt by a Servicer of a
notification that payment in full will be escrowed in a manner customary for such purposes, such Servicer
will immediately notify the Custodian by delivering, or causing to be delivered a "Request for Release"
substantially in the form of Exhibit K. Upon receipt of such request, the Custodian shall within three
Business Days release the related Mortgage File to the related Servicer, and the Trustee shall within three
Business Days of such Servicer's direction execute and deliver to such Servicer the deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing the lien of the Mortgage in each case
provided by such Servicer, and the Custodian shall deliver the Mortgage Note with written evidence of
cancellation thereon. Expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor. From time to time and as shall be appropriate for
the servicing or foreclosure of any Non-Designated Mortgage Loan, including for such purpose, collection
under any policy of flood insurance, any fidelity bond or errors or omissions policy, or for the purposes of
effecting a partial release of any Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents included in the Mortgage File,
the Custodian within three Business Days of delivery to the Custodian of a Request for Release in the form of
Exhibit K signed by a Servicing Officer, release the Mortgage File to the related Servicer. Subject to the
further limitations set forth below, the related Servicer shall cause the Mortgage File or documents so
released to be returned to the Custodian on its behalf, when the need therefor by such Servicer no longer
exists, unless the Non-Designated Mortgage Loan is liquidated and the proceeds thereof are deposited in the
related Collection Account, in which case such Servicer shall deliver to the Trustee, or the Custodian a
Request for Release in the form of Exhibit K, signed by a Servicing Officer. Each Servicer is also
authorized to cause the removal from the registration on the MERS® System of such Mortgage and to execute and
deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation or of partial or full release, including an assignment of such loan to the
Trustee.
If a Servicer at any time seeks to initiate a foreclosure proceeding in respect of any
Mortgaged Property related to a Non-Designated Mortgage Loan as authorized by this Agreement, such Servicer
shall deliver or cause to be delivered to the Trustee, for signature, as appropriate, any court pleadings,
requests for trustee's sale or other documents necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the Mortgage Note or the Mortgage
or otherwise available at law or in equity.
SECTION 3.13. Documents, Records and Funds in Possession of a Servicer to be Held for the Trust.
Notwithstanding any other provisions of this Agreement, each Servicer shall transmit to the
Custodian, as required by this Agreement all documents and instruments in respect of a Non-Designated
Mortgage Loan coming into the possession of the related Servicer from time to time required to be delivered
to the Trustee, or the Custodian on its behalf, pursuant to the terms hereof and shall account fully to the
Trust Administrator for any funds received by such Servicer or which otherwise are collected by such Servicer
as Liquidation Proceeds or Insurance Proceeds in respect of any Non-Designated Mortgage Loan. All Mortgage
Files and funds collected or held by, or under the control of, a Servicer in respect of any Non-Designated
Mortgage Loans, whether from the collection of principal and interest payments or from Liquidation Proceeds,
including but not limited to, any funds on deposit in a Collection Account, shall be held by the related
Servicer for and on behalf of the Trust, the Trustee or the Trust Administrator and shall be and remain the
sole and exclusive property of the Trust, subject to the applicable provisions of this Agreement. Each
Servicer also agrees that it shall not create, incur or subject any Mortgage File or any funds that are
deposited in the related Collection Account, Certificate Account or any related Escrow Account, or any funds
that otherwise are or may become due or payable to the Trust, the Trustee or the Trust Administrator for the
benefit of the Certificateholders, to any claim, lien, security interest, judgment, levy, writ of attachment
or other encumbrance, or assert by legal action or otherwise any claim or right of setoff against any
Mortgage File or any funds collected on, or in connection with, a Non-Designated Mortgage Loan, except,
however, that such Servicer shall be entitled to set off against and deduct from any such funds any amounts
that are properly due and payable to such Servicer under this Agreement.
SECTION 3.14. Servicing Fee; Indemnification of Master Servicer.
(a) As compensation for its services hereunder, each Servicer shall be entitled to withdraw from the
applicable Collection Account or to retain from interest payments on the related Non-Designated Mortgage
Loans, the amount of its Servicing Fee, for each Mortgage Loan serviced by it, less any amounts in respect of
its Servicing Fee, as applicable, payable by such Servicer pursuant to Section 3.05(c)(vi). The Servicing Fee
for each Servicer is limited to, and payable solely from, the interest portion of such Scheduled Payments
collected by such Servicer or as otherwise provided in Section 3.08(a). In connection with the servicing of
any Special Serviced Mortgage Loan, the Special Servicer shall receive the Servicing Fee for such Special
Serviced Mortgage Loan as its compensation and Ancillary Income with respect to Special Serviced Mortgage
Loans.
(b) With respect to each Non-Designated Mortgage Loan, additional servicing compensation in the form of
Ancillary Income and Excess Proceeds shall be retained by the related Servicer, additional servicing
compensation in the form of Payoff Interest not required to make payments in respect of Compensating Interest
Payments shall be retained by SPS and additional servicing compensation in the form of Prepayment Interest
Excess shall be retained by Ocwen. Each Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including the payment of any expenses incurred in
connection with any Subservicing Agreement entered into pursuant to Section 3.02 and the payment of any
premiums for insurance required pursuant to Section 3.18) and shall not be entitled to reimbursement thereof
except as specifically provided for in this Agreement.
(c) The Master Servicer shall be compensated by the Trust Administrator as separately agreed. The Master
Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified by DLJMC
(or if DLJMC shall fail to do so, by the Trust) and held harmless against any loss, liability or expense
(including reasonable attorney's fees and expenses) incurred in connection with any claim or legal action
relating to (a) this Agreement, (b) the Certificates or (c) the performance of any of the Master Servicer's
duties hereunder, other than any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of any of the Master Servicer's duties hereunder or incurred by reason
of any action of the Master Servicer taken at the direction of the Certificateholders; provided, however,
that the sum of (x) such indemnity amounts payable by DLJMC or the Trust to the Master Servicer pursuant to
this Section 3.14(c) and (y) the indemnity amounts payable by DLJMC or the Trust to the Trust Administrator
pursuant to Section 10.05, shall not exceed $200,000 per year; provided, further, that any amounts not
payable by DLJMC or the Trust to the Master Servicer due to the preceding proviso shall be payable by DLJMC
(or if DLJMC fails to do so, by the Trust) in any succeeding year, subject to the aggregate $200,000 per
annum limitation imposed by the preceding proviso. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Master Servicer hereunder.
SECTION 3.15. Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the examiners and supervisory
agents of the OTS, the FDIC and such other authorities, access to the documentation regarding the related
Non-Designated Mortgage Loans required by applicable regulations of the OTS and the FDIC. Such access shall
be afforded without charge, but only upon reasonable and prior written request and during normal business
hours at the offices designated by the Master Servicer or such Servicer. Nothing in this Section shall limit
the obligation of the Master Servicer or any Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Master Servicer or such Servicer to provide
access as provided in this Section as a result of such obligation shall not constitute a breach of this
Section. Nothing in this Section 3.15 shall require the Master Servicer or any Servicer to collect, create,
collate or otherwise generate any information that it does not generate in its usual course of business.
SECTION 3.16. Annual Statement as to Compliance.
Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year
during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day),
each Servicer shall deliver to the Master Servicer an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of such Servicer during the preceding calendar year and of the
performance of such Servicer under this Agreement has been made under such officer's supervision, and (ii) to
the best of such officer's knowledge, based on such review, such Servicer has fulfilled all its obligations
under this Agreement in all material respects throughout such year, or, if there has been a default in the
fulfillment of any such obligation in any material respect, specifying each such material default known to
such officer and the nature and status thereof and the action being taken by such Servicer to cure such
material default. Upon each receipt of such Officer's Certificate from any Servicer, the Master Servicer
shall promptly deliver a copy of such Officer's Certificate to the Depositor, the Rating Agencies, the
Trustee and the Trust Administrator.
Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year
during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before the date on which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer shall deliver to the Depositor, the Rating Agencies, the Trustee and the Trust Administrator
an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master
Servicer during the preceding calendar year and of the performance of the Master Servicer under this
Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge,
based on such review, the Master Servicer has fulfilled all its obligations under this Agreement in all
material respects throughout such year, or, if there has been a default in the fulfillment of any such
obligation in any material respect, specifying each such material default known to such officer and the
nature and status thereof and the action being taken by the Master Servicer to cure such material default.
SECTION 3.17. Annual Independent Public Accountants' Servicing Statement; Financial Statements.
Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year
during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before each date on which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or if such day is not a Business Day, the immediately preceding Business Day), the Master
Servicer at its expense shall cause a nationally or regionally recognized firm of independent public
accountants (who may also render other services to the Master Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a statement to the Trust
Administrator and the Depositor, in the form of Exhibit V-1.
Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year
during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before each date on which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or if such day is not a Business Day, the immediately preceding Business Day), each Servicer
(other than Xxxxx Fargo) at its expense shall cause a nationally or regionally recognized firm of independent
public accountants (who may also render other services to such Servicer, the Seller or any affiliate thereof)
which is a member of the American Institute of Certified Public Accountants to furnish a statement to the
Trust Administrator, the Master Servicer and the Depositor, to the effect that with respect to each Servicer
(other than Xxxxx Fargo), such firm has examined certain documents and records relating to the servicing of
mortgage loans which such Servicer is servicing which may include the related Mortgage Loans or similar
mortgage loans, and that, on the basis of such examination, conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved
Mortgagees and Loan Correspondent Programs, nothing has come to their attention which would indicate that
such servicing has not been conducted in compliance with Accepted Servicing Practices, except for (a) such
exceptions as such firm shall believe to be immaterial, and (b) such other exceptions as shall be set forth
in such statement. In addition each Servicer shall disclose to such firm all significant deficiencies
relating to such Servicer's compliance with the minimum servicing standards set forth in this Agreement. In
rendering such statement, such firm may rely, as to matters relating to direct servicing of mortgage loans by
Subservicers, upon comparable statements for examinations conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved
Mortgagees and Loan Correspondent Programs (rendered within one year of such statement) of independent public
accountants with respect to the related Subservicer.
Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year
during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, 15 calendar days before each date on which the Depositor's annual report on
Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or if such day is not a Business Day, the immediately preceding Business Day), Xxxxx Fargo, at
its expense, shall cause a nationally or regionally recognized firm of independent public accountants (who
may also render other services to Xxxxx Fargo, the Seller or any affiliate thereof) which is a member of the
American Institute of Certified Public Accountants to furnish a statement to the Depositor, and the Depositor
shall send copies of such statement to each of the Trust Administrator and the Master Servicer, to the effect
that such firm has examined certain documents and records relating to the servicing of mortgage loans which
Xxxxx Fargo is servicing, which may include the related Mortgage Loans or similar mortgage loans, and that,
on the basis of such examination, conducted substantially in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and Loan
Correspondent Programs, nothing has come to their attention which would indicate that such servicing has not
been conducted in compliance with Accepted Servicing Practices, except for (a) such exceptions as such firm
shall believe to be immaterial, and (b) such other exceptions as shall be set forth in such statement. In
addition, Xxxxx Fargo shall disclose to such firm all significant deficiencies relating to Xxxxx Fargo's
compliance with the minimum servicing standards set forth in this Agreement. In rendering such statement,
such firm may rely, as to matters relating to direct servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved Title II Approved Mortgagees and
Loan Correspondent Programs (rendered within one year of such statement) of independent public accountants
with respect to the related Subservicer.
Copies of such statements shall be provided by the Trust Administrator to any Certificateholder
upon request at the Master Servicer's or the related Servicer's expense, provided such statement is delivered
by the Master Servicer or such Servicer to the Trust Administrator.
SECTION 3.18. Maintenance of Fidelity Bond and Errors and Omissions Insurance.
Each Servicer shall maintain with responsible companies, at its own expense, a blanket Fidelity
Bond and an Errors and Omissions Insurance Policy, with broad coverage on all officers, employees or other
persons acting in any capacity requiring such persons to handle funds, money, documents or papers relating to
the related Mortgage Loans ("Servicer Employees"). Any such Fidelity Bond and Errors and Omissions Insurance
Policy shall be in the form of the Mortgage Banker's Blanket Bond and shall protect and insure the related
Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent
acts of such Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall
protect and insure each Servicer against losses in connection with the release or satisfaction of a related
Mortgage Loan without having obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.18 requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve a Servicer from its duties and obligations as set forth in this Agreement. The minimum coverage
under any such bond and insurance policy shall be at least equal to the corresponding amounts required by
FNMA, unless the related Servicer has obtained a waiver of such requirement. Upon the request of the Trust
Administrator, the related Servicer shall cause to be delivered to the Trust Administrator a certificate of
insurance of the insurer and the surety including a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trust Administrator.
The Master Servicer shall maintain insurance in such amounts generally acceptable for entities
serving as master servicer.
SECTION 3.19. Special Serviced Mortgage Loans.
If directed by the Special Servicer and solely at the Special Servicer's option, a Servicer (a
"Transferring Servicer") shall transfer the servicing of any Mortgage Loan serviced by the Transferring
Servicer which is 90 days or more delinquent (determined as of the close of business of the last day of the
month preceding the related Data Remittance Date) to the Special Servicer. The Special Servicer shall
thereupon assume all of the rights and obligations of the Transferring Servicer hereunder arising thereafter
and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such
Mortgage Loan (except that the Special Servicer shall not be (i) liable for losses of the Transferring
Servicer pursuant to Section 3.09 hereof or for any acts or omissions of the Transferring Servicer hereunder
prior to the servicing transfer date, (ii) obligated to effectuate repurchases or substitutions of Mortgage
Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to
Section 2.02 or 2.03 hereof, (iii) deemed to have made any representations and warranties of a Transferring
Servicer hereunder or (iv) be subject to any other agreement not executed by the Special Servicer). Upon the
transfer of the servicing of any such Mortgage Loan to the Special Servicer, the Special Servicer shall be
entitled to the related Servicing Fee and other compensation accruing after the servicing transfer date with
respect to such Mortgage Loans pursuant to Section 3.14.
In connection with the transfer of the servicing of any Mortgage Loan to the Special Servicer,
the Transferring Servicer, at the Special Servicer's expense, shall deliver to the Special Servicer all
documents and records relating to such Mortgage Loans and an accounting of amounts collected or held by it
and otherwise use its best efforts to effect the orderly and efficient transfer of the servicing to the
Special Servicer. On the servicing transfer date, the Special Servicer shall reimburse the Transferring
Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the
Mortgage Loans for which the servicing is being transferred. The Special Servicer shall be entitled to be
reimbursed pursuant to Section 3.08 or otherwise pursuant to this Agreement for all such Advances, Servicing
Advances and Servicing Fees, as applicable, paid by the Transferring Servicer pursuant to this Section 3.19.
In addition, the Special Servicer shall notify the Master Servicer of such transfer and the effective date of
such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced
Mortgage Loans.
SECTION 3.20. Indemnification of Servicers and Master Servicer.
Each Servicer agrees to indemnify and hold the Master Servicer harmless from and against any
and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by
the Master Servicer as a result of or in connection with the failure by such Servicer to perform the
obligations or responsibilities imposed upon or undertaken by such Servicer under this Agreement.
The Master Servicer agrees to indemnify and hold each Servicer harmless from and against any
and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by
such Servicer as a result of or in connection with the failure by the Master Servicer to perform the
obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.
SECTION 3.21. Notification of Adjustments.
With respect to each Mortgage Loan, the related Servicer shall adjust the Mortgage Rate on the
related Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and
Mortgage Note. The related Servicer shall execute and deliver any and all necessary notices required under
applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Rate
adjustments. Upon the discovery by the related Servicer or the receipt of notice from the Trust
Administrator that such Servicer has failed to adjust a Mortgage Rate in accordance with the terms of the
related Mortgage Note, such Servicer shall immediately deposit in the Certificate Account from its own funds
the amount of any interest loss or deferral caused the Trust Administrator thereby.
SECTION 3.22. Designated Mortgage Loans.
(a) For and on behalf of the Certificateholders, the Master Servicer shall oversee and enforce the
obligation of each Designated Servicer to service and administer the related Designated Mortgage Loans in
accordance with the terms of the related Designated Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable in connection with such master
servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a
manner consistent with this Agreement and with customary and usual standards of practice of prudent mortgage
loan master servicers. Furthermore, the Master Servicer shall oversee and consult with each Designated
Servicer as necessary from time-to-time to carry out the Master Servicer's obligations hereunder, and shall
receive, review and evaluate all reports, information and other data provided to the Master Servicer by each
Designated Servicer.
The Master Servicer shall terminate the rights and obligations of any Designated Servicer under
the related Designated Servicing Agreement, upon the failure of such Designated Servicer to perform any of
its obligations under such Designated Servicing Agreement, which failure results in an event of default as
provided in Section 8.01 of the IndyMac Underlying Servicing Agreement, with respect to IndyMac, as provided
in Section 9.01 of the GMAC Mortgage Underlying Servicing Agreement, with respect to GMAC Mortgage, as
provided in Section 14 of the Countrywide Underlying Servicing Agreement, with respect to Countrywide, as
provided in Section 8.01 of the EverBank Underlying Servicing Agreement, with respect to EverBank and as
provided in Section 8.01 of the First Horizon Underlying Servicing Agreement with respect to First Horizon.
In the event a Designated Servicer is terminated pursuant to the preceding sentence, the Master Servicer
shall notify the Depositor and the Trust Administrator and shall either (a) select and engage a successor
servicer of the related Mortgage Loans or (b) act as successor servicer of the related Mortgage Loans. In
either case, the Designated Mortgage Loans related to such Designated Servicing Agreement shall be serviced
by the successor to such Designated Servicer pursuant to the servicing provisions of this Agreement, and such
Designated Mortgage Loans shall be deemed as "Non-Designated Mortgage Loans" under this Agreement; provided,
however, it is understood and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully transferred to such successor
Designated Servicer. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Designated Servicing Agreements and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master Servicer, in its good faith
business judgment, would require were it the owner of the related Mortgage Loans. The Master Servicer shall
pay the costs of such enforcement at its own expense, provided that the Master Servicer shall not be required
to prosecute or defend any legal action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action.
To the extent that the costs and expenses of the Master Servicer related to any termination of
a Designated Servicer, appointment of a successor Designated Servicer or the transfer and assumption of
servicing by the Master Servicer with respect to any Designated Servicing Agreement (including, without
limitation, (i) all legal costs and expenses and all due diligence costs and expenses associated with an
evaluation of the potential termination of a Designated Servicer as a result of an event of default by such
Designated Servicer and (ii) all costs and expenses associated with the complete transfer of servicing,
including all servicing files and all servicing data and the completion, correction or manipulation of such
servicing data as may be required by the successor servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor servicer to service the Mortgage Loans in accordance with
this Agreement) are not fully reimbursed by the terminated Designated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Trust.
(b) Each month, if a Designated Servicer fails to make a required Advance by the date such Advance is
required to be made under the related Designated Servicing Agreement, the Master Servicer shall on the Cash
Remittance Date deposit in the amount of any required Advance in the Certificate Account.
(c) Each month, the Master Servicer shall make Compensating Interest Payments with respect to the
Designated Mortgage Loans to the extent provided in Section 3.03.
SECTION 3.23. Assigned Prepayment Premiums.
Notwithstanding anything in this Agreement to the contrary, in the event of a Principal
Prepayment, the applicable Servicer may not waive any Assigned Prepayment Premium or portion thereof required
by the terms of the related Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable
default and such waiver (a) is standard and customary in servicing mortgage loans similar to the Mortgage
Loans and (b) would, in the reasonable judgment of such Servicer, maximize recovery of total proceeds taking
into account the value of such Assigned Prepayment Premium and the related Mortgage Loan, (ii) (A) the
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other similar
law relating to creditors' rights generally or (2) due to acceleration in connection with a foreclosure or
other involuntary payment, or (B) the enforceability is otherwise limited or prohibited by applicable law,
(iii) the enforceability would be considered "predatory" pursuant to written guidelines issued by any
applicable federal, state or local authority having jurisdiction over such matters, or (iv) such Servicer is
unable to locate documentation sufficient to allow it to confirm the existence and amount of such Assigned
Prepayment Premium after using commercially reasonable efforts to locate such documentation, which efforts
shall include, but are not limited to, seeking such documentation from the Depositor, the Seller, the
Custodian and from its own records or files. For the avoidance of doubt, the applicable Servicer may waive
an Assigned Prepayment Premium in connection with a short sale or short payoff on a defaulted Mortgage Loan.
If an applicable Servicer has waived all or a portion of an Assigned Prepayment Premium relating to a
Principal Prepayment, other than as provided above, such Servicer shall deliver to the Trust Administrator no
later than the next succeeding Cash Remittance Date, for deposit into the Certificate Account the amount of
such Assigned Prepayment Premium (or such portion thereof as had been waived) for distribution in accordance
with the terms of this Agreement and if such Servicer fails to deliver such amount, any of the Trust
Administrator, the Master Servicer, the Trustee or the Seller may enforce such obligation. If such Servicer
has waived all or a portion of an Assigned Prepayment Premium for any reason, it shall include such
information in any monthly reports it provides, and such Servicer if other than Xxxxx Fargo Bank, N.A., shall
notify the Trust Administrator, the Seller, the Master Servicer and the Trustee of such waiver, and if such
Servicer is Xxxxx Fargo Bank, N.A., Xxxxx Fargo Bank, N.A. shall notify the Trust Administrator and the Trust
Administrator shall forward any such notice to the Seller, the Master Servicer and the Trustee.
Notwithstanding any provision in this Agreement to the contrary, in the event the Assigned Prepayment Premium
payable under the terms of the related Mortgage Note is less than the amount of the Assigned Prepayment
Premium set forth in the Mortgage Loan Schedule or other information provided to the applicable Servicer,
such Servicer shall not have any liability or obligation with respect to such difference. The Master
Servicer shall not have any responsibility for verifying the accuracy of the amount of Assigned Prepayment
Premiums remitted by the Servicers.
Notwithstanding anything in this Agreement to the contrary, the Trustee and the Trust
Administrator shall have no obligation to collect Prepayment Premiums from any Servicer or Designated
Servicer other than Xxxxx Fargo, in its capacity as a Servicer (or any of its successors and assigns), or SPS
(or any of its successors and assigns).
ARTICLE IV
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Priorities of Distribution.
(I) (A) On each Distribution Date, with respect to the Group 1, Group 2, Group 3,
Group 4 and Class C-B Certificates, the Trust Administrator shall determine the amounts to be distributed to
each Class of Certificates as follows:
(a) with respect to the Group 1 Certificates, from the Available Distribution Amount relating to Loan
Group 1:
(i) first, concurrently, to the Group 1 Certificates, an amount allocable to interest equal to the related
Interest Distribution Amount for such Distribution Date, any shortfall being allocated pro rata
between such Classes based on the Interest Distribution Amount that would have been distributed
in the absence of such shortfall; and
(ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group 1 remaining
after giving effect to the distributions pursuant to Section 4.01(I)(A)(a)(i) above, the
Group 1 Senior Principal Distribution Amount, as principal, sequentially, as follows:
(A) first, to the Class AR and Class AR-L Certificates, pro rata based on their respective Class Principal
Balances immediately prior to such Distribution Date, until their respective Class
Principal Balances have been reduced to zero; and
(B) second, the Group 1 Senior Principal Distribution Amount for that Distribution Date remaining after
making the payments specified in clause (A) above, to the Class 1-A-1 and Class 1-A-2
Certificates, pro rata based on their respective Class Principal Balances immediately
prior to such Distribution Date, until their respective Class Principal Balances have
been reduced to zero;
(b) with respect to the Group 2 Certificates, and from the Available Distribution Amount relating to Loan
Group 2:
(i) first, concurrently, to the Group 2 Certificates, an amount allocable to interest equal to the related
Interest Distribution Amount for such Distribution Date, any shortfall being allocated pro rata
between such Classes based on the Interest Distribution Amount that would have been distributed
in the absence of such shortfall; and
(ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group 2 remaining
after giving effect to the distributions pursuant to Section 4.01(I)(A)(b)(i) above, the
Group 2 Senior Principal Distribution Amount concurrently as follows:
(A) 33.4016698773% of the Group 2 Senior Principal Distribution Amount, sequentially, to the
Class 2-A-1-1, Class 2-A-2 and Class 2-A-3 Certificates, in that order, in each case
until its Class Principal Balance has been reduced to zero;
(B) 18.0929035781% of the Group 2 Senior Principal Distribution Amount, sequentially, to the
Class 2-A-1-2, Class 2-A-2 and Class 2-A-3 Certificates, in that order, in each case
until its Class Principal Balance has been reduced to zero; and
(C) 48.5054265446% of the Group 2 Senior Principal Distribution Amount, sequentially, to the Class 2-A-4-1
and Class 2-A-4-2 Certificates, in that order, in each case until its Class Principal
Balance has been reduced to zero.
(c) with respect to the Group 3 Certificates, and from the Available Distribution Amount relating to Loan
Group 3:
(i) first, to the Group 3 Certificates, an amount allocable to interest equal to the related Interest
Distribution Amount for such Distribution Date; and
(ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group 3 remaining
after giving effect to the distributions pursuant to Section 4.01(I)(A)(c)(i) above, the
Group 3 Senior Principal Distribution Amount, as principal, to the Class 3-A-1 Certificates,
until its Class Principal Balance has been reduced to zero.
(d) with respect to the Group 4 Certificates, and from the Available Distribution Amount relating to Loan
Group 4:
(i) first, concurrently, to the Group 4 Certificates, an amount allocable to interest equal to the related
Interest Distribution Amount for such Distribution Date, any shortfall being allocated pro rata
between such Classes based on the Interest Distribution Amount that would have been distributed
in the absence of such shortfall; and
(ii) second, on each Distribution Date, from the Available Distribution Amount for Loan Group 4 remaining
after giving effect to the distributions pursuant to Section 4.01(I)(A)(d)(i) above, to the
Class 4-A-1 and Class 4-A-2 Certificates, as principal, the Group 4 Senior Principal
Distribution Amount, pro rata based on their respective Class Principal Balances immediately
prior to such Distribution Date, until their respective Class Principal Balances have been
reduced to zero.
(e) with respect to the Class C-B and Class AR-L Certificates, from the Available Distribution Amount
relating to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 remaining after the
distributions pursuant to Sections 4.01(I)(A)(a) through (d) above, subject to Sections 4.01(I)(C)
below, and further subject to any payments to the Group 1, Group 2, Group 3 and Group 4 Certificates
as described in Section 4.07, to the following Classes in the following order of priority:
(i) to the Class C-B-1 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(ii) to the Class C-B-1 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-1 Certificates has been
reduced to zero;
(iii) to the Class C-B-2 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(iv) to the Class C-B-2 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-2 Certificates has been
reduced to zero;
(v) to the Class C-B-3 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(vi) to the Class C-B-3 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-3 Certificates has been
reduced to zero;
(vii) to the Class C-B-4 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(viii) to the Class C-B-4 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-4 Certificates has been
reduced to zero;
(ix) to the Class C-B-5 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(x) to the Class C-B-5 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-5 Certificates has been
reduced to zero;
(xi) to the Class C-B-6 Certificates, an amount allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(xii) to the Class C-B-6 Certificates, an amount allocable to principal equal to its Pro Rata Share for such
Distribution Date, until the Class Principal Balance of Class C-B-6 Certificates has been
reduced to zero;
(xiii) to the Class C-B-1, Class C-B-2, Class C-B-3, Class C-B-4, Class C-B-5 and Class C-B-6 Certificates,
in that order, up to an amount of Net Realized Losses for such Class, if any; provided,
however, that any distribution pursuant to this Section 4.01(I)(A)(e)(xiii) shall not result in
a further reduction of the Class Principal Balance of any of the Class C-B Certificates; and
(xiv) to the Class AR-L Certificates, any remaining Available Distribution Amount for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4, (to the extent such amount is held by REMIC I), or to
the Class AR Certificates, any remaining Available Distribution Amount for Loan Group 1, Loan
Group 2, Loan Group 3 and Loan Group 4 (to the extent such amount is held by REMIC III).
(B) On each Distribution Date, the amount referred to in clause (i) of the definition of
Interest Distribution Amount for such Distribution Date for each Class of Group 1, Group 2, Group 3, Group 4
and Class C-B Certificates shall be reduced by the Trust Administrator by the related Class's pro rata share
(based on the amount of the Interest Distribution Amount for each such Class before reduction pursuant to
this Section 4.01(I)(B)) of (i) Net Prepayment Interest Shortfalls for Mortgage Loans in the related Loan
Group for such Distribution Date and (ii) (A) after the Special Hazard Coverage Termination Date, with respect
to each Group 1, Group 2, Group 3 and Group 4 Mortgage Loan, as applicable, that was the subject of Special
Hazard Loss during the prior calendar month, the excess of one month's interest at the related Net Mortgage
Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in such month over the amount
of Liquidation Proceeds applied as interest on such Mortgage Loan with respect to such month, (B) after the
Bankruptcy Coverage Termination Date, with respect to each Group 1, Group 2, Group 3 or Group 4 Mortgage
Loan, as applicable, that became subject to a Bankruptcy Loss during the prior calendar month, the interest
portion of the related Debt Service Reduction or Deficient Valuation, (C) each Relief Act Reduction for any
Group 1, Group 2, Group 3 or Group 4 Mortgage Loan, as applicable, incurred during the prior calendar month
and (D) after the Fraud Loss Coverage Termination Date, with respect to each Group 1, Group 2, Group 3 or
Group 4 Mortgage Loan, as applicable, that became a Fraud Loan during the prior calendar month the excess of
one month's interest at the related Net Mortgage Rate on the Stated Principal Balance of such Mortgage Loan
as of the Due Date in such month over the amount of Liquidation Proceeds applied as interest on such Mortgage
Loan with respect to such month. For purposes of calculating the reduction of the Interest Distribution
Amount for each Class of Class C-B Certificates with respect to Loan Group 1, Loan Group 2, Loan Group 3 or
Loan Group 4 such reduction shall be based on the amount of interest accruing at the Net WAC Rate for such
Loan Group on such Class's proportionate share, based on the Class Principal Balance of the related
Subordinate Component Balance for that Distribution Date.
(C) With respect to each Class of Class C-B Certificates, if on any Distribution Date the
related Subordination Level of such Class is less than such percentage as of the Closing Date, no
distribution of Principal Prepayments will be made to any Class or Classes of Class C-B Certificates junior
to such Class (the "Restricted Classes") and the amount otherwise distributable to the Restricted Classes in
respect of such Principal Prepayments will be allocated among the remaining Classes of Class C-B
Certificates, pro rata, based upon their respective Class Principal Balances.
(D) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any
Optional Termination of Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 in excess of the Par Value
to the holder of the Class AR-L Certificate.
(II) With respect to the Group 5 Certificates:
(a) On each Distribution Date, the Trust Administrator shall distribute the Interest Remittance Amount for
such date in the following order of priority:
(i) to the Group 5 Senior Certificates, pro rata based on amounts due, Current Interest and any
Carryforward Interest for such Class and such Distribution Date;
(ii) to the Class 5-M-1 Certificates, Current Interest and any Carryforward Interest for such Class and
such Distribution Date;
(iii) to the Class 5-M-2 Certificates, Current Interest and any Carryforward Interest for such Class and
such Distribution Date;
(iv) to the Class 5-M-3 Certificates, Current Interest and any Carryforward Interest for such Class and
such Distribution Date;
(v) to the Class 5-M-4 Certificates, Current Interest and any Carryforward Interest for such Class and
such Distribution Date;
(vi) to the Class 5-M-5 Certificates, Current Interest and any Carryforward Interest for such Class and
such Distribution Date; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date as provided in
Section 4.01(II)(d), any Interest Remittance Amount remaining for such Distribution Date.
(b) On each Distribution Date (A) prior to the Stepdown Date or (B) with respect to which a Trigger Event
is in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan Group 5
for such date in the following order of priority:
(i) to the Class 5-A-1 Certificates and Class 5-A-2 Certificates, pro rata based on their respective Class
Principal Balances immediately prior to such Distribution Date, until their respective Class
Principal Balances have been reduced to zero;
(ii) to the Class 5-M-1 Certificates, until its Class Principal Balance has been reduced to zero;
(iii) to the Class 5-M-2 Certificates, until its Class Principal Balance has been reduced to zero;
(iv) to the Class 5-M-3 Certificates, until its Class Principal Balance has been reduced to zero;
(v) to the Class 5-M-4 Certificates, until its Class Principal Balance has been reduced to zero;
(vi) to the Class 5-M-5 Certificates, until its Class Principal Balance has been reduced to zero; and
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in
Section 4.01(II)(d), any Principal Payment Amount remaining after application pursuant to
Section 4.01(II)(b)(i) through (vi) above.
(c) On each Distribution Date (A) on or after the Stepdown Date and (B) with respect to which a Trigger
Event is not in effect, the Trust Administrator shall distribute the Principal Payment Amount for Loan
Group 5 for such date in the following order of priority:
(i) to the Class 5-A-1 Certificates and Class 5-A-2 Certificates, pro rata based on their respective Class
Principal Balances immediately prior to such Distribution Date, the sum of (1) the Group 5
Senior Principal Payment Amount and (2) the component of the Principal Remittance Amount
representing payments, if any, under the Group 5 Interest Rate Cap Agreement to cover Realized
Losses on the Group 5 Mortgage Loans, until their respective Class Principal Balances have been
reduced to zero;
(ii) to the Class 5-M-1 Certificates, the Class 5-M-1 Principal Payment Amount for such Distribution Date,
until its Class Principal Balance has been reduced to zero;
(iii) to the Class 5-M-2 Certificates, the Class 5-M-2 Principal Payment Amount for such Distribution Date,
until the Class Principal Balance of such Class has been reduced to zero;
(iv) to the Class 5-M-3 Certificates, the Class 5-M-3 Principal Payment Amount for such Distribution Date,
until the Class Principal Balance of such Class has been reduced to zero;
(v) to the Class 5-M-4 Certificates, the Class 5-M-4 Principal Payment Amount for such Distribution Date,
until the Class Principal Balance of such Class has been reduced to zero;
(vi) to the Class 5-M-5 Certificates, the Class 5-M-5 Principal Payment Amount for such Distribution Date,
until the Class Principal Balance of such Class has been reduced to zero;
(vii) for application as part of Monthly Excess Cashflow for such Distribution Date, as provided in
Section 4.01(II)(d), any Principal Payment Amount remaining after application pursuant to
Section 4.01(II)(c)(i) through (vi) above.
(d) On each Distribution Date, the Trust Administrator shall distribute the Monthly Excess Cashflow for
such date in the following order of priority:
(i) (A) until the aggregate Class Principal Balance of the Group 5 Certificates, other than the
Class 5-X Certificates, equals the Aggregate Loan Group Balance for Loan Group 5 for such
Distribution Date minus the Targeted Overcollateralization Amount for such date, on each
Distribution Date (x) prior to the Stepdown Date or (y) with respect to which a Trigger
Event is in effect, to the extent of Monthly Excess Interest for such Distribution Date, to
the Group 5 Certificates, in the following order of priority:
(1) to the Class 5-A-1 Certificates and Class 5-A-2 Certificates, pro rata based on their respective Class
Principal Balances immediately prior to such Distribution Date, until their
respective Class Principal Balances have been reduced to zero:
(2) to the Class 5-M-1 Certificates, until its Class Principal Balance has been reduced to zero;
(3) to the Class 5-M-2 Certificates, until its Class Principal Balance has been reduced to zero;
(4) to the Class 5-M-3 Certificates, until its Class Principal Balance has been reduced to zero;
(5) to the Class 5-M-4 Certificates, until its Class Principal Balance has been reduced to zero; and
(6) to the Class 5-M-5 Certificates, until its Class Principal Balance has been reduced to zero;
(B) on each Distribution Date (x) on or after the Stepdown Date and (y) with respect to which a Trigger
Event is not in effect, to fund any principal distributions required to be made on such
Distribution Date set forth above in Section 4.01(II)(c) above, after giving effect to
the distribution of the Principal Payment Amount for Loan Group 5 for such Distribution
Date, in accordance with the priorities set forth therein;
(ii) to the Class 5-A-2 Certificates, any Deferred Amount for such Class;
(iii) to the Class 5-M-1 Certificates, any Deferred Amount for such Class;
(iv) to the Class 5-M-2 Certificates, any Deferred Amount for such Class;
(v) to the Class 5-M-3 Certificates, any Deferred Amount for such Class;
(vi) to the Class 5-M-4 Certificates, any Deferred Amount for such Class;
(vii) to the Class 5-M-5 Certificates, any Deferred Amount for such Class;
(viii) to the Group 5 Senior Certificates, pro rata based on amounts due, any Basis Risk Shortfall due and
owing for each such Class;
(ix) to the Class 5-M-1 Certificates, any Basis Risk Shortfall due and owing for such Class;
(x) to the Class 5-M-2 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xi) to the Class 5-M-3 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xii) to the Class 5-M-4 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xiii) to the Class 5-M-5 Certificates, any Basis Risk Shortfall due and owing for such Class;
(xiv) to the Class 5-X Certificates, the Class 5-X Distributable Amount for such Distribution Date; and
(xv) to the Class AR Certificates, any remaining amount; provided, however, that any amount that would be
distributable pursuant to this priority (xi) shall not be paid with respect to the Class AR
Certificates but shall be paid instead with respect to the Class 5-X Certificates pursuant to a
contract that exists under this Agreement between the Class AR Certificateholders and the
Class 5-X Certificateholders.
(e) The Trust Administrator shall distribute the Mortgage Loan Purchase Price of any Optional Termination
of Loan Group 5 in excess of the Par Value to the holder of the Class AR-L Certificate.
(III) (a) Prior to the distributions described in Sections 4.01(I) and (II), the following
distributions shall be deemed to have been made:
(i) from REMIC I 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,
from the REMIC I Available Distribution Amount, the REMIC I Distribution Amount in the amounts,
from the sources and with the character set forth in the definition thereof in respect of the
REMIC I Regular Interests and Component I of the Class AR-L Certificates as set forth therein;
and
(ii) from REMIC II 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,
from the REMIC II Available Distribution Amount, the REMIC II Distribution Amount in the
amounts, from the sources and with the character set forth in the definition thereof in respect
of the REMIC II Regular Interests and Component II of the Class AR-L Certificates as set forth
therein.
(b) Notwithstanding the distributions on the REMIC Regular Interests described in
this Section 4.01(III), distribution of funds from the Certificate Account shall be made only in
accordance with Sections 4.01(I) and (II).
(IV) On each Distribution Date, the Trustee shall distribute to the Holder of the Class P
Certificates, the aggregate of all Assigned Prepayment Premiums for Mortgage Loans collected or paid by each
applicable Servicer with respect to the related Prepayment Period.
SECTION 4.02. Allocation of Losses.
(a) Realized Losses on the Mortgage Loans in each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4 incurred during a calendar month shall be allocated by the Trust Administrator to the Classes of
Certificates on the Distribution Date in the next calendar month as follows:
(i) any Realized Loss, other than an Excess Loss, shall be allocated first, to the Class C-B Certificates,
in decreasing order of their alphanumerical Class designations (beginning with the Class C-B-6
Certificates), until the respective Class Principal Balance of each such Class has been reduced to
zero, and second, to the Senior Certificates of the related Certificate Group, pro rata, on the basis
of their respective Class Principal Balances, until the respective Class Principal Balance of each
such Class has been reduced to zero; provided, however, with respect to the Group 1 Certificates,
Realized Losses on the Group 1 Loans that would otherwise be allocated to the Class 1-A-1 Certificates
and Class 1-A-2 Certificates in the aggregate will instead be allocated first, to the Class 1-A-2
Certificates, until its Class Principal Balance has been reduced to zero, and second, to the
Class 1-A-1 Certificates, until its Class Principal Balance has been reduced to zero, and with respect
to the Group 4 Certificates, Realized Losses on the Group 4 Loans that would otherwise be allocated to
the Class 4-A-1 Certificates and Class 4-A-2 Certificates in the aggregate will instead be allocated
first, to the Class 4-A-2 Certificates, until its Class Principal Balance has been reduced to zero and
second, to the Class 4-A-1 Certificates, until its Class Principal Balance has been reduced to zero;
and
(ii) Excess Losses in respect of principal for Mortgage Loans in Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4 will be allocated among all Group 1, Group 2, Group 3, Group 4 and Class C-B
Certificates, pro rata based on their respective Class Principal Balances.
(b) On each Distribution Date, if the aggregate Class Principal Balance of all Group 1, Group 2, Group 3,
Group 4 and Class C-B Certificates exceeds the Aggregate Groups 1-4 Collateral Balance (after giving effect
to distributions of principal and the allocation of all losses to such Certificates on such Distribution
Date), such excess will be deemed a principal loss and will be allocated by the Trust Administrator to the
most junior Class of Class C-B Certificates then outstanding.
(c) Any Realized Loss allocated to a Class of Certificates or any reduction in the Class Principal Balance
of a Class of Certificates pursuant to Section 4.02(b) shall be allocated by the Trust Administrator among
the Certificates of such Class in proportion to their respective Certificate Balances.
(d) Any allocation by the Trust Administrator of Realized Losses to a Certificate or any reduction in the
Certificate Balance of a Certificate pursuant to Section 4.02(b) shall be accomplished by reducing the
Certificate Balance thereof, immediately following the distributions made on the related Distribution Date in
accordance with the definition of "Certificate Balance."
(e) On each Distribution Date, the Trust Administrator shall determine the total Applied Loss Amount with
respect to the Group 5 Certificates, if any, for such Distribution Date. The Applied Loss Amount with
respect to the Group 5 Certificates for any Distribution Date shall be applied by reducing the Class
Principal Balance of each Class of Class M Certificates and the Class 5-A-2 Certificates, beginning with the
Class of Class M Certificates, then outstanding with the lowest relative payment priority, or if no Class M
Certificates are then outstanding, the Class 5-A-2 Certificates, in each case until the respective Class
Principal Balance thereof has been reduced to zero. Any Applied Loss Amount with respect to the Group 5
Certificates allocated to a Class of Class M Certificates or Class 5-A-2 Certificates shall be allocated
among the Class M Certificates of such Class or the Class 5-A-2 Certificates, as applicable, in proportion to
their respective Percentage Interests.
(f) All Realized Losses on the Group 1, Group 2, Group 3 and Group 4 Mortgage Loans shall be allocated on
each Distribution Date to the REMIC I Regular Interests as provided in the definition of REMIC I Realized
Losses.
(g) All Realized Losses on the Group 5 Mortgage Loans shall be allocated on each Distribution Date to the
REMIC II Regular Interests as provided in the definition of REMIC II Realized Losses.
(h) Realized Losses on the Group 5 Mortgage Loans that are not Applied Loss Amounts shall be deemed
allocated to the Class 5-X Certificates. Realized Losses allocated to the Class 5-X Certificates shall, be
allocated between the REMIC III Regular Interests 5-X-IO and 5-X-PO as provided in the definition of Realized
Losses.
(i) Realized Losses shall be allocated among the REMIC I, REMIC II and REMIC III Regular Interests as
specified in the definition of Realized Losses and, as to REMIC I and REMIC II Regular Interests, in the
definitions of REMIC I Realized Losses and REMIC II Realized Losses, respectively.
SECTION 4.03. Recoveries.
(a) With respect to any Class of Certificates to which a Realized Loss or Applied Loss Amount, as
applicable, has been allocated (including any such Class for which the related Class Principal Balance has
been reduced to zero), the Class Principal Balance of such Class will be increased, up to the amount of
related Recoveries for such Distribution Date as follows:
(i) with respect to Recoveries on Group 1, Group 2, Group 3 and Group 4, Mortgage Loans,
(A) first, the Class Principal Balance of each Class of Senior Certificates related to the Loan Group from
which the Recovery was collected, will be increased pro rata, up to the amount of Net Recovery
Realized Losses for each such Class, and
(B) second, the Class Principal Balance of each Class of Class C-B Certificates will be increased in order
of seniority, up to the amount of Net Recovery Realized Losses for each such Class; or
(ii) with respect to Recoveries on Group 5 Mortgage Loans, the Class Principal Balance of the Class 5-A-2
Certificates and each Class of Class M Certificates will be increased in order of seniority, up to the
Deferred Amount such Class is entitled to receive pursuant to Section 4.01(II)(d) on such Distribution
Date prior to giving effect to payments pursuant to Section 4.01(II)(d) on such Distribution Date.
(b) Any increase to the Class Principal Balance of a Class of Certificates shall increase the Certificate
Balance of the related Class pro rata in accordance with each Certificate Percentage Interest.
SECTION 4.04. Reserved.
SECTION 4.05. Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trust Administrator shall prepare and cause to be made
available to each Certificateholder, the Master Servicer, each Servicer, the Trustee, the Depositor, and each
Rating Agency, a statement setting forth with respect to the related distribution the items listed in Exhibit
S, other than items (vi)(a), (vi)(b), (vi)(c) and (vi)(d).
The Trust Administrator's responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of the information derived from
the Master Servicer and each Servicer, which shall be provided as required in Section 4.06.
On each Distribution Date, the Trust Administrator shall provide Bloomberg Financial Markets,
L.P. ("Bloomberg") CUSIP level factors for each Class of Offered Certificates as of such Distribution Date,
using a format and media mutually acceptable to the Trust Administrator and Bloomberg. In connection with
providing the information specified in this Section 4.05 to Bloomberg, the Trust Administrator and any
director, officer, employee or agent of the Trust Administrator shall be indemnified and held harmless by
DLJMC, to the extent, in the manner and subject to the limitations provided in Section 9.05. The Trust
Administrator will also make the monthly statements to Certificateholders available each month to each party
referred to in Section 4.05(a) via the Trust Administrator's website. The Trust Administrator's website can
be accessed at xxxx://xxx.xxxxxxx.xxx or at such other site as the Trust Administrator may designate from
time to time. Persons that are unable to use the above website are entitled to have a paper copy mailed to
them via first class mail by calling the Trust Administrator at 000-000-0000. The Trust Administrator shall
have the right to change the way the reports referred to in this Section are distributed in order to make
such distribution more convenient and/or more accessible to the above parties and to the Certificateholders.
The Trust Administrator shall provide timely and adequate notification to all above parties and to the
Certificateholders regarding any such change. The Trust Administrator may fully rely upon and shall have no
liability with respect to information provided by the Master Servicer or any Servicer.
(b) Upon request, within a reasonable period of time after the end of each calendar year, the Trust
Administrator shall cause to be furnished to each Person who at any time during the calendar year was a
Certificateholder, a statement containing the information set forth in items (i)(c), (i)(d), (i)(g), (i)(j),
(i)(k), (ii)(c), (ii)(d), (ii)(g), (ii)(j), (v)(a), (v)(b), (v)(l), (v)(m) and (v)(n) of Exhibit S aggregated
for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such
obligation of the Trust Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trust Administrator pursuant to any requirements of the Code
as from time to time in effect.
SECTION 4.06. Servicer to Cooperate.
Each Servicer shall provide to the Master Servicer the information set forth in Exhibit H, and
any other information the Master Servicer requires, in such form as the Master Servicer shall reasonably
request, or in such form as may be mutually agreed upon between such Servicer and the Master Servicer, with
respect to each Mortgage Loan serviced by such Servicer no later than (i) with respect to a Servicer other
than Xxxxx Fargo, twelve noon on the Data Remittance Date, and (ii) with respect to Xxxxx Fargo, on the Data
Remittance Date, to enable the Master Servicer to provide such information to the Trust Administrator.
The Master Servicer, with respect to the Mortgage Loans, shall provide to the Trust
Administrator the information set forth in Exhibit H in such form as the Trust Administrator shall reasonably
request no later than twelve noon on the Data Remittance Date to enable the Trust Administrator to calculate
the amounts to be distributed to each Class of Certificates and otherwise perform its distribution,
accounting and reporting requirements hereunder.
SECTION 4.07. Cross-Collateralization; Adjustments to Available Funds.
(a) On each Distribution Date prior to the Class C-B Credit Support Depletion Date, but after the date on
which the aggregate Class Principal Balance of the Group 1, Group 2, Group 3 or Group 4 Certificates has been
reduced to zero, the Trust Administrator shall distribute the principal portion of Available Distribution
Amount on the Mortgage Loans relating to such Senior Certificates that will have been paid in full, to the
holders of the Senior Certificates of the other Certificate Group(s). Such amount will be allocated between
the other Groups, pro rata, based on aggregate Class Principal Balance of the related Senior Certificates and
paid the Senior Certificates in each such Group in the same priority as such Certificates would receive other
distributions of principal pursuant to Section 4.01(I)(A); provided, however, that the Trust Administrator
shall not make such distribution on such Distribution Date if (a) the Class C-B Percentage for such
Distribution Date is greater than or equal to 200% of such Class C-B Percentage as of the Closing Date and
(b) the average outstanding principal balance of the Mortgage Loans in each Loan Group delinquent 60 days or
more over the last six months, as a percentage of the related Subordinate Component Balance, is less than 50%.
(b) If on any Distribution Date the aggregate Class Principal Balance of the Group 1, Group 2, Group 3 or
Group 4 Certificates is greater than the Aggregate Loan Group Balance of the related Loan Group (each Loan
Group related to such Group of Certificates, an "Undercollateralized Group"), then the Trust Administrator
shall reduce the Available Distribution Amount of the other Loan Group(s) that is not undercollateralized
(each, an "Overcollateralized Group"), as follows:
(1) to add to the Available Distribution Amount of the Undercollateralized Group(s) an amount equal to the
lesser of (a) one month's interest on the Principal Transfer Amount of the Undercollateralized
Group(s) at the Net WAC Rate applicable to the Undercollateralized Group(s) and (b) Available
Distribution Amount of the Overcollateralized Groups remaining after making interest distributions to
the Senior Certificates of the Overcollateralized Group(s) on such Distribution Date pursuant to
Section 4.01; and
(2) to the Senior Certificates of each Undercollateralized Group, to the extent of the principal portion
of Available Distribution Amount of the Overcollateralized Group(s) remaining after making interest
and principal distributions to the Senior Certificates of the Overcollateralized Group(s) on such
Distribution Date pursuant to Section 4.01, until the Class Principal Balance of the Senior
Certificates of such Undercollateralized Group(s) equals the Aggregate Loan Group Balance of the
related Loan Group(s). Payments shall be made to the Senior Certificates in each Group in the same
priority as such Certificates would receive other distributions of principal pursuant to
Section 4.01(I)(A).
(c) If more than one Overcollateralized Group exists on any Distribution Date, reductions in the Available
Distribution Amount of such Groups to make the payments required to be made pursuant to Section 4.07(b) on
such Distribution Date shall be made pro rata, based on the Overcollateralization Amount of each
Overcollateralized Group. If more than one Undercollateralized Group exists on any Distribution Date,
payments made to such Groups from the Available Distribution Amount of the Overcollateralized Group shall be
made pro rata, based on the amount of payments required to be made to the Undercollateralized Group(s).
SECTION 4.08. Reserved.
SECTION 4.09. Reserved.
SECTION 4.10. Group 5 Interest Rate Cap Account.
(a) On the Closing Date, the Trust Administrator shall establish and maintain in its name, in trust for
the benefit of the Holders of the Class 5-X Certificates, the Group 5 Interest Rate Cap Account. The Group 5
Interest Rate Cap Account shall be an Eligible Account, and funds on deposit therein shall be held separate
and apart from, and shall not be commingled with, any other moneys, including without limitation, other
moneys held by the Trust Administrator pursuant to this Agreement.
(b) On each Distribution Date on and after the Distribution Date in November 2005 and on and prior to the
Distribution Date in September 2010, the Trust Administrator shall deposit any amounts paid under the Group 5
Interest Rate Cap Agreement into the Group 5 Interest Rate Cap Account. On each Distribution Date on and
after the Distribution Date in November 2005 and on and prior to the Distribution Date in September 2010, the
Trust Administrator shall distribute amounts on deposit in the Group 5 Interest Rate Cap Account to pay to
the Group 5 Certificates, any applicable Basis Risk Shortfalls, prior to giving effect to any amounts
available to be paid in respect of related Basis Risk Shortfalls as described in Section 4.01(II)(d)(vi) on
such Distribution Date
(c) On any Distribution Date amounts on deposit in the Group 5 Interest Rate Cap Account shall be
distributed in the following order of priority:
(i) to Group 5 Senior Certificates, pro rata, the amount of any unpaid Basis Risk Shortfalls for such
Class;
(ii) sequentially, to the Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5 Certificates,
in that order, the amount of any unpaid Basis Risk Shortfalls for such Class;
(iii) to the Principal Remittance Amount for Loan Group 5, up to the amount of Realized Losses on the
Mortgage Loans in such Loan Group incurred during the related Collection Period, any shortfall to be
allocated pro rata based upon the amount of such Realized Losses applicable to such Loan Group; and
(iv) sequentially, to the Class 5-A-2, Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5
Certificates, in that order, any applicable Deferred Amounts, with interest therein at the applicable
Pass-Through Rate, prior to giving effect to amounts available to be paid in respect of Deferred
Amounts as described in Section 4.01(II)(d)(ii)-(vi) on such Distribution Date.
(d) Funds in the Group 5 Interest Rate Cap Account may be invested in Eligible Investments by the Trust
Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution
Date. The Trust Administrator shall account for the Group 5 Interest Rate Cap Account as an outside reserve
fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to
this Agreement. The Trust Administrator shall treat amounts paid by the Group 5 Interest Rate Cap Account as
payments made from outside the REMIC's for all Federal tax purposes. Any net investment earnings on such
amounts shall be payable to the Depositor. The Depositor will be the owner of the Group 5 Interest Rate Cap
Account for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the
investment of amounts therein. In the absence of such written direction, all funds in the Group 5 Interest
Rate Cap Account may be invested by the Trust Administrator in the Xxxxx Fargo Advantage Prime Investment
Money Market Fund or any successor fund. The Trust Administrator shall have no liability for losses on
investments in Eligible Investments made pursuant to this Section 4.10(c) (other than as obligor on any such
investments). Upon termination of the Trust Fund, any amounts remaining in the Group 5 Interest Rate Cap
Account shall be distributed to the Class 5-X Certificateholders.
(e) On the Distribution Date immediately after the Distribution Date on which the aggregate Class
Principal Balance of the Group 5 Certificates equals zero, any amounts on deposit in the Group 5 Interest Rate
Cap Account not payable on the Group 5 Certificates shall be distributed to the Class 5-X Certificateholders.
(f) Amounts paid under the Group 5 Interest Rate Cap Agreement not used on any Distribution Date as
described in Section 4.10(b) shall remain on deposit in the Group 5 Interest Rate Cap Account and may be
available on future Distribution Dates to make the payments described in Section 4.10(b). However, at no
time shall the amount on deposit in the Group 5 Interest Rate Cap Account exceed the related Deposit Amount.
The "Deposit Amount" with respect to the Group 5 Interest Rate Cap Account will be calculated on each
Distribution Date, after giving effect to withdrawals from the Group 5 Interest Rate Cap Account on such
Distribution Date and distributions and allocation of losses on the Certificates on such Distribution Date,
and will equal the excess, if any, of the Targeted Overcollateralization Amount for such Distribution Date
over the Overcollateralization Amount for such Distribution Date. On each Distribution Date, the Trust
Administrator shall distribute amounts in the Group 5 Interest Rate Cap Account in excess of the related
Deposit Amount to the Class 5-X Certificateholders.
(g) The Trustee is hereby directed, on or prior to the Closing Date, on behalf of the Trust, to enter into
the Group 5 Interest Rate Cap Agreement for the benefit of the Holders of the Group 5 Certificates, in the
form presented to it by the Depositor. The Trustee shall not have any responsibility for the contents,
adequacy or sufficiency of the Group 5 Interest Rate Cap Agreement, including, without limitation, any
representations and warranties contained therein.
ARTICLE V
ADVANCES BY THE MASTER SERVICER AND SERVICERS
SECTION 5.01. Advances by the Master Servicer and Servicers.
With respect to the Non-Designated Mortgage Loans, each Servicer shall deposit in the related
Collection Account as Advances an amount equal to all Scheduled Payments (with interest at the Mortgage Rate
less the Servicing Fee Rate) which were due on such Non-Designated Mortgage Loans serviced by it during the
applicable Collection Period and which were delinquent at the close of business on the immediately preceding
Determination Date; provided, however, that with respect to any Balloon Loan that is delinquent on its
maturity date, a Servicer will not be required to advance the related balloon payment but will be required to
continue to make Advances in accordance with this Section 5.01 with respect to such Balloon Loan in an amount
equal to an assumed scheduled payment that would otherwise be due based on the original amortization schedule
for that Mortgage Loan (with interest at the Mortgage Rate less the Servicing Fee Rate). Each Servicer's
obligation to make such Advances as to any related Non-Designated Mortgage Loan will continue through the
last Scheduled Payment due prior to the payment in full of such Non-Designated Mortgage Loan, or through the
date that the related Mortgaged Property has, in the judgment of the related Servicer, been completely
liquidated. Each Servicer shall not be required to advance shortfalls of principal or interest resulting
from the application of the Relief Act.
With respect to any Non-Designated Mortgage Loan, to the extent required by Accepted Servicing
Practices, the Master Servicer and each Servicer shall be obligated to make Advances in accordance with the
provisions of this Agreement; provided, however, that such obligation with respect to any related
Non-Designated Mortgage Loan shall cease if the Master Servicer or a Servicer determines, in its reasonable
opinion, that Advances with respect to such Non-Designated Mortgage Loan are Nonrecoverable Advances. In the
event that the Master Servicer or such Servicer determines that any such Advances are Nonrecoverable
Advances, the Master Servicer or such Servicer shall provide the Trust Administrator with a certificate
signed by a Servicing Officer evidencing such determination.
With respect to any Non-Designated Mortgage Loan, if the amount of Advances received from a
Servicer is less than the amount required to be advanced by such Servicer, the Master Servicer shall be
obligated to make a payment in an amount equal to such deficiency, subject to any determination by the Master
Servicer that any portion of the amount required to be advanced is a Nonrecoverable Advance.
With respect to any of the Non-Designated Mortgage Loans, if an Advance is required to be made
hereunder by a Servicer, such Servicer shall on the Cash Remittance Date either (i) deposit in the Collection
Account from its own funds an amount equal to such Advance, (ii) cause to be made an appropriate entry in the
records of the Collection Account that funds in such account being held for future distribution or withdrawal
have been, as permitted by this Section 5.01, used by such Servicer to make such Advance or (iii) make
Advances in the form of any combination of clauses (i) and (ii) aggregating the amount of such Advance. Any
such funds being held in a Collection Account for future distribution and so used shall be replaced by such
Servicer from its own funds by deposit in such Collection Account on or before any future Distribution Date
in which such funds would be due or from other funds in such Collection Account being held for future
distribution at that time.
With respect to any Designated Mortgage Loan, the Master Servicer shall make Advances as
required by Section 3.22(b) of this Agreement.
ARTICLE VI
THE CERTIFICATES
SECTION 6.01. The Certificates.
The Certificates shall be in substantially the forms set forth in Xxxxxxxx X, X, X, X-0, X-0,
E, F and G hereto, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Agreement or as may in the reasonable judgment of the Trust Administrator or
the Depositor be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable
laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities exchange on which any of the
Certificates may be listed, or as may, consistently herewith, be determined by the officers executing such
Certificates, as evidenced by their execution thereof.
Subject to Section 11.03 respecting the final distribution on the Certificates, on each
Distribution Date the Trust Administrator shall make distributions to each Certificateholder of record on the
preceding Record Date either (x) by wire transfer in immediately available funds to the account of such
holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified
the Trust Administrator at least five Business Days prior to the related Record Date and (ii) such Holder
shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Principal Balance of any Class of
Certificates or (c) Certificates of any Class with aggregate principal Denominations of not less than
$1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder
appearing in the Certificate Register.
The definitive Certificates shall be printed, typewritten, lithographed or engraved or produced
by any combination of these methods or may be produced in any other manner permitted by the rules of any
securities exchange on which any of the Certificates may be listed, all as determined by the officers
executing such Certificates, as evidenced by their execution thereof.
The Certificates shall be issuable in registered form, in the minimum denominations, integral
multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount
which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set
forth in the Preliminary Statement.
The Certificates shall be executed by manual or facsimile signature on behalf of the Trust
Administrator by a Responsible Officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the
Trust Administrator shall bind the Trust Administrator, notwithstanding that such individuals or any of them
have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold
such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of
authentication executed by the Trust Administrator by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of
their authentication.
SECTION 6.02. Registration of Transfer and Exchange of Certificates.
(a) The Trust Administrator shall maintain, or cause to be maintained, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Trust Administrator shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as herein provided. Upon
surrender for registration of transfer of any Certificate, the Trust Administrator shall execute,
authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Certificates in like aggregate interest and of the same Class.
(b) At the option of a Certificateholder, Certificates may be exchanged for other Certificates of
authorized denominations and the same aggregate interest in the Trust Fund and of the same Class, upon
surrender of the Certificates to be exchanged at the office or agency of the Trust Administrator set forth in
Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall
execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory to the Trust Administrator duly
executed by the Holder thereof or his attorney duly authorized in writing.
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange
of Certificates, but payment of a sum sufficient to cover any tax or governmental charge that may be imposed
in connection with any transfer or exchange of Certificates may be required.
(d) All Certificates surrendered for registration of transfer and exchange shall be canceled and
subsequently destroyed by the Trust Administrator in accordance with the Trust Administrator's customary
procedures.
(e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an
effective registration statement under the 1933 Act and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. Except in connection with any transfer of a Private Certificate by the Depositor to any
affiliate or any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an
owner trust or other entity established by the Depositor, in the event that a transfer is to be made in
reliance upon an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act
and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder's
prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the
transfer in substantially the form set forth in Exhibit L (the "Transferor Certificate") and (i) deliver a
letter in substantially the form of either (A) Exhibit M-1 (the "Investment Letter"), provided that all of
the Private Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents
to such transfer, or (B) Exhibit M-2 (the "Rule 144A Letter") or (ii) there shall be delivered to the Trust
Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant
to an exemption from the 1933 Act. The Depositor shall provide to any Holder of a Private Certificate and
any prospective transferee designated by any such Holder, information regarding the related Certificates and
the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility
set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the 1933
Act pursuant to the registration exemption provided by Rule 144A. The Trust Administrator shall cooperate
with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including
providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters
regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding
sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trust Administrator, the Depositor, the Seller, the Master Servicer, each Servicer and the
Special Servicer against any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
(f) Except in connection with any transfer of a Private Certificate by the Depositor to any affiliate or
any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust
or other entity established by the Depositor, no transfer of an ERISA-Restricted Certificate (except for the
Residual Certificates) shall be made unless the Trust Administrator shall have received in accordance with
Exhibit M-1 or Exhibit M-2, as applicable, either (i) a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect
that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or
Section 4975 of the Code, or a person using the assets of any such plan or arrangement, which representation
letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the
purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying
Underwriting, a representation that the purchaser is an insurance company which is purchasing such
Certificates with funds contained in an "insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any
such Certificate presented for registration in the name of an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or
a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor,
the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or
the Trust Fund. No transfer of a Residual Certificate shall be made unless the Trust Administrator shall
have received, in accordance with Exhibit N, a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of
the Code, or a person using the assets of any such plan or arrangement, which representation letter shall not
be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations
referred to in this Section 6.02(f) are not furnished, such representations shall be deemed to have been made
to the trustee by the transferee's acceptance of such ERISA-Restricted Certificate by any beneficial owner
who purchases an interest in such Certificate in book-entry form. In the event that a representation is
violated, or any attempt to transfer an ERISA-Restricted Certificate to a plan or arrangement or person using
a plan's or arrangement's assets is attempted without the delivery to the Trust Administrator of the Opinion
of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no
effect.
(g) Additional restrictions on transfers of the Class AR and Class AR-L Certificates are set forth below:
(i) Each Person who has or who acquires any ownership interest in a Residual Certificate shall be deemed
by the acceptance or acquisition of such ownership interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trust Administrator or its designee under
clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and
to do all other things necessary in connection with any such sale. The rights of each Person acquiring
any ownership interest in a Residual Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any ownership interest in a Residual Certificate shall be other than
a Disqualified Organization and shall promptly notify the Trust Administrator of any change or
impending change in its status as other than a Disqualified Organization.
(B) In connection with any proposed transfer of any ownership interest in a Residual Certificate to a U.S.
Person, the Trust Administrator shall require delivery to it, and shall not register the transfer
of a Residual Certificate until its receipt of (1) an affidavit and agreement (a "Transferee
Affidavit and Agreement" attached hereto as Exhibit N) from the proposed transferee, in form and
substance satisfactory to the Trust Administrator, representing and warranting, among other
things, that it is not a non U.S. Person, that such transferee is other than a Disqualified
Organization, that it is not acquiring its ownership interest in a Residual Certificate that is
the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not
other than a Disqualified Organization, that for so long as it retains its ownership interest in a
Residual Certificate, it will endeavor to remain other than a Disqualified Organization, and that
it has reviewed the provisions of this Section 6.02(g) and agrees to be bound by them, and (2) a
certificate, attached hereto as Exhibit O, from the Holder wishing to transfer a Residual
Certificate, in form and substance satisfactory to the Trust Administrator, representing and
warranting, among other things, that no purpose of the proposed transfer is to allow such Holder
to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed transferee under
clause (B) above, if the Trust Administrator has actual knowledge that the proposed transferee is
not other than a Disqualified Organization, no transfer of an ownership interest in a Residual
Certificate to such proposed transferee shall be effected.
(D) Each Person holding or acquiring any ownership interest in a Residual Certificate agrees, by holding
or acquiring such ownership interest, to require a Transferee Affidavit and Agreement from the
other Person to whom such Person attempts to transfer its ownership interest and to provide a
certificate to the Trust Administrator in the form attached hereto as Exhibit O.
(ii) The Trust Administrator shall register the transfer of any Residual Certificate only if it shall have
received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit O and all of such other documents as shall have been reasonably
required by the Trust Administrator as a condition to such registration.
(iii) (A)If any Disqualified Organization shall become a Holder of a Residual Certificate, then the last
preceding Holder that was other than a Disqualified Organization shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof retroactive to the date of
registration of such transfer of such Residual Certificate. If any non U.S. Person shall become a
Holder of a Residual Certificate, then the last preceding Holder that is a U.S. Person shall be
restored, to the extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of the transfer to such non U.S. Person of such Residual
Certificate. If a transfer of a Residual Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Holder that was
other than a Disqualified Organization shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of registration of such transfer
of such Residual Certificate. The Trust Administrator shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact not permitted by this
Section 6.02(g) or for making any payments due on such Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the provisions of this Agreement.
(B) If any purported transferee of a Residual Certificate shall become a
Holder of a Residual Certificate in violation of the restrictions in this Section 6.02(g) and to
the extent that the retroactive restoration of the rights of the Holder of such Residual
Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then
the Depositor shall have the right, without notice to the Holder or any prior Holder of such
Residual Certificate, to sell such Residual Certificate to a purchaser selected by the Depositor
on such terms as the Depositor may choose. Such purported transferee shall promptly endorse and
deliver a Residual Certificate in accordance with the instructions of the Depositor. Such
purchaser may be the Depositor itself or any affiliate of the Depositor. The proceeds of such
sale, net of the commissions (which may include commissions payable to the Depositor or its
affiliates), expenses and taxes due, if any, shall be remitted by the Depositor to such purported
transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined
in the sole discretion of the Depositor, and the Depositor shall not be liable to any Person
having an ownership interest or a purported ownership interest in a Residual Certificate as a
result of its exercise of such discretion.
(iv) The Master Servicer and each Servicer, on behalf of the Trust Administrator, shall make available,
upon written request from the Trust Administrator, all information reasonably available to it that is
necessary to compute any tax imposed (A) as a result of the transfer of an ownership interest in a
Residual Certificate to any Person who is not other than a Disqualified Organization, including the
information regarding "excess inclusions" of such Residual Certificate required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury Regulation Section 1.860D
1(b)(5), and (B) as a result of any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organizations described in Section 1381 of the Code having
as among its record holders at any time any Person who is not other than a Disqualified Organization.
Reasonable compensation for providing such information may be required by the Master Servicer or the
related Servicer from such Person.
(v) The provisions of this Section 6.02(g) set forth prior to this Section (v) may be modified, added to
or eliminated by the Depositor, provided that there shall have been delivered to the Trust
Administrator the following:
(A) written notification from each Rating Agency to the effect that the modification, addition to or
elimination of such provisions will not cause such Rating Agency to downgrade its then current
rating of the Certificates; and
(B) a certificate of the Depositor stating that the Depositor has received an Opinion of Counsel, in form
and substance satisfactory to the Depositor, to the effect that such modification, addition to or
elimination of such provisions will not cause the Trust Fund to cease to qualify as a REMIC and
will not create a risk that (i) the Trust Fund may be subject to an entity level tax caused by the
transfer of a Residual Certificate to a Person which is not other than a Disqualified Organization
or (2) a Certificateholder or another Person will be subject to a REMIC related tax caused by the
transfer of applicable Residual Certificate to a Person which is not other than a Disqualified
Organization.
(vi) The following legend shall appear on each Residual Certificate:
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE DEPOSITOR AND THE TRUST ADMINISTRATOR THAT (1)
SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF
THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE
CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN
SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR TO
IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. SUCH AFFIDAVIT SHALL INCLUDE CERTAIN
REPRESENTATIONS AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
(h) The Trust Administrator shall have no liability to the Trust Fund arising from a transfer of any such
Certificate in reliance upon a certification, ruling or Opinion of Counsel described in this Section 6.02;
provided, however, that the Trust Administrator shall not register the transfer of any Residual Certificate
if it has actual knowledge that the proposed transferee does not meet the qualifications of a permitted
Holder of a Residual Certificate as set forth in this Section 6.02.
SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trust Administrator, or the Trust
Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to each Servicer, the Trustee and the Trust Administrator such security or indemnity
as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee and
the Trust Administrator that such Certificate has been acquired by a protected purchaser, the Trust
Administrator shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In
connection with the issuance of any new Certificate under this Section 6.03, the Trust Administrator may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trust Administrator)
connected therewith. Any replacement Certificate issued pursuant to this Section 6.03 shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.
SECTION 6.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, each Servicer, the
Trust Administrator, and any agent of the Master Servicer or any Servicer, the Trust Administrator may treat
the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes whatsoever, and none of the
Master Servicer or the Servicers, the Trust Administrator, nor any agent of the Master Servicer or a Servicer
or the Trust Administrator shall be affected by any notice to the contrary.
SECTION 6.05. Access to List of Certificateholders' Names and Addresses.
(a) If three or more Certificateholders (i) request in writing from the Trust Administrator a list of the
names and addresses of Certificateholders, (ii) state that such Certificateholders desire to communicate with
other Certificateholders with respect to their rights under this Agreement or under the Certificates and
(iii) provide a copy of the communication which such Certificateholders propose to transmit, then the Trust
Administrator shall, within ten Business Days after the receipt of such request, afford such
Certificateholders access during normal business hours to a current list of the Certificateholders. The
expense of providing any such information requested by a Certificateholder shall be borne by the
Certificateholders requesting such information and shall not be borne by the Trust Administrator or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees that the Trustee and the
Trust Administrator shall not be held accountable by reason of the disclosure of any such information as to
the list of the Certificateholders hereunder, regardless of the source from which such information was
derived.
(b) The Master Servicer and each Servicer, so long as it is a servicer hereunder, DLJMC and the Depositor
shall have unlimited access to a list of the names and addresses of the Certificateholders which list shall
be provided by the Trust Administrator promptly upon request.
SECTION 6.06. Maintenance of Office or Agency.
The Trust Administrator will maintain or cause to be maintained at its expense an office or
offices or agency or agencies in Minneapolis, Minnesota where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Trust Administrator in
respect of the Certificates and this Agreement may be served. The Trust Administrator initially designates
its Corporate Trust Office as its office for such purpose. The Trust Administrator will give prompt written
notice to the Certificateholders of any change in the location of any such office or agency.
SECTION 6.07. Book Entry Certificates.
Notwithstanding the foregoing, the Book-Entry Certificates, upon original issuance, shall be
issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee
of DTC, as the initial Clearing Agency, and no Beneficial Holder will receive a definitive certificate
representing such Beneficial Holder's interest in the Certificates, except as provided in Section 6.09.
Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to
the Beneficial Holders pursuant to Section 6.09:
(a) the provisions of this Section 6.07 shall be in full force and effect with respect to the Book-Entry
Certificates;
(b) the Depositor and the Trust Administrator may deal with the Clearing Agency for all purposes with
respect to the Book-Entry Certificates (including the making of distributions on such Certificates) as the
sole Holder of such Certificates;
(c) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this
Agreement, the provisions of this Section 6.07 shall control; and
(d) the rights of the Beneficial Holders of the Book-Entry Certificates shall be exercised only through
the Clearing Agency and the Participants and shall be limited to those established by law and agreements
between such Beneficial Holders and the Clearing Agency and/or the Participants. Pursuant to the Depository
Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.09, the initial Clearing
Agency will make book-entry transfers among the Participants and receive and transmit distributions of
principal and interest on the related Book-Entry Certificates to such Participants.
For purposes of any provision of this Agreement requiring or permitting actions with the
consent of, or at the direction of, Holders of the Book-Entry Certificates evidencing a specified percentage
of the aggregate unpaid principal amount of such Certificates, such direction or consent may be given by the
Clearing Agency at the direction of Beneficial Holders owning such Certificates evidencing the requisite
percentage of principal amount of such Certificates. The Clearing Agency may take conflicting actions with
respect to the Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial
Holders.
SECTION 6.08. Notices to Clearing Agency.
Whenever notice or other communication to the Holders of Book-Entry Certificates is required
under this Agreement, unless and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 6.09, the Trust Administrator shall give all such notices and
communications specified herein to be given to Holders of the Book-Entry Certificates to the Clearing Agency
which shall give such notices and communications to the related Participants in accordance with its
applicable rules, regulations and procedures.
SECTION 6.09. Definitive Certificates.
If (a) the Depositor advises the Trust Administrator in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities under the Depository Agreement with respect
to the Certificates and the Trust Administrator or the Depositor is unable to locate a qualified successor,
(b) the Depositor, with the consent of the applicable Participants, advises the Trust Administrator in
writing that it elects to terminate the book-entry system with respect to the Book-Entry Certificates through
the Clearing Agency or (c) after the occurrence of an Event of Default, Holders of Book-Entry Certificates
evidencing not less than 66-2/3% of the aggregate Class Principal Balance of the Book-Entry Certificates
advise the Trust Administrator in writing that the continuation of a book-entry system with respect to the
such Certificates through the Clearing Agency is no longer in the best interests of the Holders of such
Certificates with respect to the Book-Entry Certificates and the applicable Participants consent, the Trust
Administrator shall notify all Holders of such Certificates of the occurrence of any such event and the
availability of Definitive Certificates. Upon surrender to the Trust Administrator of such Certificates by
the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the
Trust Administrator shall authenticate and deliver the Definitive Certificates. Neither the Depositor nor
the Trust Administrator shall be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency
shall be deemed to be imposed upon and performed by the Trust Administrator, to the extent applicable with
respect to such Definitive Certificates, and the Trust Administrator shall recognize the Holders of
Definitive Certificates as Certificateholders hereunder.
ARTICLE VII
THE DEPOSITOR, THE SELLER, THE MASTER
SERVICER, THE SERVICERS AND THE SPECIAL SERVICER
SECTION 7.01. Liabilities of the Seller, the Depositor, the Master Servicer, the Back-Up Servicer, the
Servicers and the Special Servicer.
The Depositor, the Seller, the Master Servicer, the Back-Up Servicer, each Servicer and the
Special Servicer shall be liable under this Agreement to any other party to this Agreement, including the
liability of each Servicer to the Master Servicer in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and undertaken by them herein.
SECTION 7.02. Merger or Consolidation of the Seller, the Depositor, the Back-Up Servicer, the Master
Servicer, the Servicers or the Special Servicer.
Subject to the immediately succeeding paragraph, the Depositor, the Seller, the Master
Servicer, the Back-Up Servicer, each Servicer and the Special Servicer will each do or cause to be done all
things necessary to preserve and keep in full force and effect its existence, rights and franchises (charter
and statutory) and will each obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under
this Agreement.
Any Person into which the Depositor, the Seller, the Master Servicer, the Back-Up Servicer, any
Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Depositor, the Seller, the Master Servicer, the Back-Up Servicer, any Servicer or
the Special Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Seller,
the Back-Up Servicer or any Servicer, shall be the successor of the Depositor, the Seller, the Back-Up
Servicer or such Servicer, as the case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer, the Back-Up Servicer, any
such Servicer or the Special Servicer shall be qualified to sell mortgage loans to, and to service mortgage
loans on behalf of, FNMA or FHLMC.
Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary,
the Master Servicer or a Servicer may assign its rights and delegate its duties and obligations under this
Agreement; provided, however, that the Master Servicer or such Servicer gives the Depositor, the Trustee and
the Trust Administrator notice of such assignment; provided, further, (a) that such purchaser or transferee
accepting such assignment and delegation shall be an institution that is a FNMA and FHLMC approved
seller/servicer in good standing, which has a net worth of at least $15,000,000, and which is willing to
service the Mortgage Loans and (b) such purchaser or transferee executes and delivers to the Depositor, the
Trustee and the Trust Administrator an agreement accepting such delegation and assignment, which contains an
assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the
Master Servicer, the Back-Up Servicer or such Servicer, with like effect as if originally named as a party to
this Agreement; provided, further, that each of the Rating Agencies acknowledge that its rating of the
Certificates in effect immediately prior to such assignment will not be qualified or reduced as a result of
such assignment and delegation. In the case of any such assignment and delegation, the Master Servicer, the
Back-Up Servicer or such Servicer shall be released from its obligations under this Agreement (except as
provided above), except that the Master Servicer, Back-Up 0Servicer or the related Servicer shall remain
liable for all liabilities and obligations incurred by it as the Master Servicer, Back-Up Servicer or
Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in
the preceding sentence.
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.
None of the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller, the
Special Servicer, nor any of the directors, officers, employees or agents of the Depositor, the Master
Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be under any liability
to the Certificateholders for any action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not
protect the Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special
Servicer against any breach of representations or warranties made by it herein or protect the Depositor, the
Master Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer or any such director,
officer, employee or agent from any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, the Back-Up Servicer, any Servicer,
the Seller and the Special Servicer and any director, officer, employee or agent of the Depositor, the Master
Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer may rely in good faith on
any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Back-Up Servicer, any Servicer, the Seller and
the Special Servicer and any director, officer, employee or agent of the Depositor, the Master Servicer, the
Back-Up Servicer, any Servicer, the Seller or the Special Servicer shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the Master Servicer, the Back-Up
Servicer, any Servicer, the Seller or the Special Servicer shall be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to their respective duties hereunder and which in
its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Master
Servicer, the Back-Up Servicer, any Servicer, the Seller or the Special Servicer may in its discretion
undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights
and duties of the parties hereto and interests of the Trustee, the Trust Administrator and the
Certificateholders hereunder; provided, however, that in the event the related Servicer agrees, at the
request of the Seller, to act on behalf of the Seller in any dispute or litigation that is not incidental to
such Servicer's duties hereunder and that relates to the origination of a Mortgage Loan, the Seller shall pay
all expenses associated with the management and defense of such claim. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Master Servicer, the Back-Up Servicer, any Servicer or the
Special Servicer be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Master Servicer, the Back-Up Servicer, the related
Servicer or the Special Servicer has been advised of the likelihood of such loss or damage and regardless of
the form of action.
SECTION 7.04. Master Servicer and Servicer Not to Resign; Transfer of Servicing.
(a) Neither the Master Servicer nor any Servicer shall resign from the obligations and duties hereby
imposed on it except (i) upon appointment of a successor master servicer or successor servicer and receipt by
the Trustee and the Trust Administrator of a letter from each Rating Agency that such a resignation and
appointment will not result in a downgrading of the rating of any of the Certificates related to the
applicable Mortgage Loans, or (ii) upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination under clause (ii) permitting the resignation of the Master
Servicer or a Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee
and the Trust Administrator. No such resignation shall become effective until the successor master servicer
or successor servicer shall have assumed the Master Servicer or such Servicer's, as applicable,
responsibilities, duties, liabilities and obligations hereunder in accordance with Section 8.02 hereof.
(b) Notwithstanding the foregoing, at DLJMC's request, so long as it is the owner of the related servicing
rights, the Master Servicer or SPS shall resign, upon the selection and appointment of a successor master
servicer or servicer, as applicable; provided that DLJMC delivers to the Trustee and the Trust Administrator
the letter required in Section 7.04(a)(i) above. Notwithstanding the foregoing, in the event that the Master
Servicer is appointed as the successor servicer to SPS, the requirements of Section 7.04(a)(i) shall be
waived. In connection with the foregoing, unless otherwise directed by DLJMC in writing on or prior to the
first day of the second month following the Closing Date, DLJMC hereby directs SPS to resign as Servicer
hereunder and appoints the Master Servicer to service the SPS Serviced Mortgage Loans, effective as of the
first day of the third month following the Closing Date. In connection with its resignation, SPS hereby
agrees to deliver to the Master Servicer on the date of its resignation a schedule setting forth all of the
SPS Mortgage Loans as of such date. The Master Servicer agrees that, as of the first day of the third month
following the Closing Date, it will service the SPS Serviced Mortgage Loans, and that such loans shall
constitute Xxxxx Fargo Serviced Mortgage Loans, in accordance with the terms of this Agreement. If the
Master Servicer resigns pursuant to this Section 7.04(b), DLJMC shall pay the Master Servicer an amount equal
to the product of (a) the Stated Principal Balance of all of the Mortgage Loans then outstanding and
(b) 0.02%.
(c) Notwithstanding the foregoing, if the Trust Administrator shall for any reason no longer be Trust
Administrator hereunder, at DLJMC's request, the Master Servicer shall resign, upon the selection and
appointment of a successor master servicer; provided that DLJMC delivers to the Trustee and the Trust
Administrator the letter required in Section 7.04(a)(i) above.
(d) Notwithstanding the foregoing, at DLJMC's request, the Special Servicer shall resign, upon the
selection and appointment of a successor special servicer by DLJMC; provided that DLJMC delivers to the
Trustee and the Trust Administrator the letter required in Section 7.04(a)(i) above.
SECTION 7.05. Master Servicer, Seller and Servicers May Own Certificates.
Each of the Master Servicer, the Seller, the Special Servicer and each Servicer in its
individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it
would have if it were not the Master Servicer, the Seller, the Special Servicer or a Servicer.
SECTION 7.06. Termination of Duties of the Back-Up Servicer.
The rights and obligations of the Back-Up Servicer under this Agreement shall terminate upon
the earlier of (i) the appointment of the Back-Up Servicer (or its affiliate) as successor Servicer to SPS
and (ii) the termination of Xxxxx Fargo as Back-Up Servicer by the Seller. The Seller may remove Xxxxx Fargo
as Back-Up Servicer at any time.
ARTICLE VIII
DEFAULT
SECTION 8.01. Events of Default.
"Event of Default," wherever used herein, and as to the Master Servicer or any Servicer, means
any one of the following events (whatever reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):
(a) any failure by the Master Servicer or a Servicer to remit to the Certificateholders or to the Trust
Administrator any payment other than an Advance required to be made by the Master Servicer or such Servicer
under the terms of this Agreement, which failure shall continue unremedied for a period of (i) with respect
to the Master Servicer or a Servicer other than Xxxxx Fargo, one Business Day and (ii) with respect to Xxxxx
Fargo, two Business Days, after the date upon which written notice of such failure shall have been given to
the Master Servicer or such Servicer by the Trust Administrator or the Depositor or to the Master Servicer or
the related Servicer and the Trust Administrator by the Holders of Certificates having not less than 25% of
the Voting Rights evidenced by the Certificates; or
(b) any failure by the Master Servicer or a Servicer to observe or perform in any material respect any
other of the covenants or agreements on the part of the Master Servicer or a Servicer contained in this
Agreement (except as set forth in (c) and (g) below) which failure (i) materially affects the rights of the
Certificateholders and (ii) shall continue unremedied for a period of 60 days after the date on which written
notice of such failure shall have been given to the Master Servicer or such Servicer by the Trust
Administrator or the Depositor, or to the Master Servicer or a Servicer and the Trust Administrator by the
Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates; or
(c) if a representation or warranty set forth in Section 2.03 hereof made solely in its capacity as the
Master Servicer or a Servicer shall prove to be materially incorrect as of the time made in any respect that
materially and adversely affects interests of the Certificateholders, and the circumstances or condition in
respect of which such representation or warranty was incorrect shall not have been eliminated or cured within
90 days after the date on which written notice thereof shall have been given to the Master Servicer or the
related Servicer by the Trust Administrator for the benefit of the Certificateholders or by the Depositor; or
(d) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises
for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs, shall have been entered against the Master Servicer or a Servicer and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days; or
(e) the Master Servicer or a Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or such Servicer or all or substantially all of the
property of the Master Servicer or such Servicer; or
(f) the Master Servicer or a Servicer shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(g) any failure of the Master Servicer or a Servicer to make any Advance in the manner and at the time
required to be made from its own funds pursuant to Section 5.01 of this Agreement and after receipt of
written notice from the Trust Administrator of such failure, which failure continues unremedied (i) with
respect to the Master Servicer or a Servicer, other than Xxxxx Fargo (in its capacity as a Servicer), after
2 p.m., New York City time, on the Business Day immediately following the Master Servicer's or such Servicer's
receipt of such notice and (ii) with respect to Xxxxx Fargo (in its capacity as a Servicer), on the second
Business Day immediately following Xxxxx Fargo's receipt of such notice; or
(h) notwithstanding anything to the contrary in Section 8.01(b) and with respect to SPS, (i) (A) any
failure by SPS to comply with Section 13.01(a), which failure shall continue unremedied for a period of 30
days after the date on which written notice of such failure shall have been given to SPS by the Master
Servicer and (B) the Master Servicer shall have delivered written notice to the Trust Administrator and
Depositor that such failure has not been remedied after such 30 day period, or (ii) the Master Servicer has
concluded in a written report to the Trust Administrator, based solely on the reports required to be
delivered to the Master Servicer by SPS pursuant to Section 13.01(a), either (1) that SPS is not servicing
the SPS Mortgage Loans in accordance with Accepted Servicing Practices or (2) that SPS has failed the Loss
and Delinquency Test; or
(i) (a) the servicer rankings or ratings for a Servicer are downgraded to "below average" status by one or
more of the Rating Agencies rating the Certificates or (b) one or more Classes of the Certificates are
downgraded or placed on negative watch due in whole or in part to the performance or servicing of a Servicer;
or
(j) the servicer rankings or ratings for a Servicer, other than SPS and Ocwen, are downgraded two or more
levels below the level in effect on the Closing Date by one or more of the Rating Agencies rating the
Certificates; or
(k) (a) either (i) the master servicer rankings or ratings for the Master Servicer are downgraded two or
more levels below the level in effect on the Closing date by one or more of the Rating Agencies rating the
Certificates or (ii) the Master Servicer rankings or ratings for the Master Servicer, are downgraded to
"below average" status by one or more of the Rating Agencies rating the Certificates or (b) one or more
Classes of the Certificates are downgraded or placed on negative watch due in whole or in part to the
performance or master servicing of the Master Servicer; or
(l) any failure by an applicable Servicer to (a) remit payment of an Assigned Prepayment Premium to the
Collection Account or (b) remit funds in the amount equal to an Assigned Prepayment Premium which the
applicable Servicer has failed to collect, in each case as required pursuant to this Agreement, which failure
continues unremedied for a period of one Business Day after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the Servicer by the Trust Administrator,
the Master Servicer, the Trustee or the Depositor.
If an Event of Default due to the actions or inaction of the Master Servicer or a Servicer
described in clauses (a) through (f) of this Section shall occur, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, (i) the Trust Administrator shall at the
direction of the Trustee or the Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates, by notice in writing to the Master Servicer or such Servicer (with a copy to
the Rating Agencies), terminate all of the rights and obligations of the Master Servicer or such Servicer
under this Agreement (other than rights to reimbursement for Advances and Servicing Advances previously made,
as provided in Section 3.08) and (ii) the Master Servicer may, if such Event of Default is due to the actions
or inactions of a Servicer, by notice in writing to such Servicer (with a copy to the Rating Agencies),
terminate all of the rights and obligations of such Servicer under this Agreement (other than rights to
reimbursement for Advances and Servicing Advances previously made, as provided in Section 3.08).
If an Event of Default described in clause (g) shall occur, (i) if the Master Servicer has
failed to make any Advance, the Trustee, and (ii) if any Servicer has failed to make any Advance, the Master
Servicer, shall prior to the next Distribution Date, immediately make such Advance and terminate the rights
and obligations of the Master Servicer or applicable Servicer, as applicable, hereunder and succeed to the
rights and obligations of the Master Servicer or such Servicer, as applicable, hereunder pursuant to
Section 8.02, including the obligation to make Advances on such succeeding Distribution Date pursuant to the
terms hereof. No Event of Default with respect to the Master Servicer or a Servicer shall affect the rights
or duties of any other Servicer or constitute an Event of Default as to any other Servicer.
If an Event of Default set forth in clause (h)(ii) above shall occur, the Trust Administrator
shall furnish the Certificateholders the Master Servicer's written report as to SPS's servicing performance
in the next monthly statement to Certificateholders distributed pursuant to Section 4.05. If an Event of
Default set forth in clause (h) or (i) shall occur, the Trust Administrator or the Depositor (after
consulting with the Trust Administrator), may, or at the direction of Certificateholders evidencing not less
than 51% or more of the Voting Rights evidenced by the Certificates, the Trust Administrator shall, by
written notice to the Servicer (with a copy to each Rating Agency), terminate all of the rights and
obligations of SPS as Servicer under this Agreement. With respect to an Event of Default set forth in
clauses (h) or (i) above and upon any termination of SPS as Servicer pursuant to this paragraph, DLJMC, in
accordance with Section 7.04(b), shall appoint a successor servicer, irrespective of DLJMC's ownership of the
related servicing rights. Any such servicing transfer as a result of an Event of Default set forth in clause
(h) or (i) shall be accomplished in 60 days from the date the Trust Administrator delivers the Master
Servicer's report to Certificateholders or from the date SPS received such notice of termination.
If an Event of Default described in clause (h) or (i)(3) occurs, DLJMC shall reimburse SPS for
all unreimbursed Advances and Servicing Advances made by SPS on the date the servicing is transferred to the
successor servicer hereunder and DLJMC shall be entitled to reimbursement by the successor servicer of any
such amounts as and to the extent such amounts are received by the successor servicer under the terms of this
Agreement.
If an Event of Default described in clause (i), (j) or (l) occurs, the Master Servicer or the
Back-Up Servicer solely with respect to clause (i), shall at the direction of DLJMC, by notice in writing to
such Servicer, terminate all of the rights and obligations of such Servicer under this Agreement (other than
rights to reimbursement for Advances and Servicing Advances previously made, as provided in Section 3.08) and
shall appoint as successor Servicer the entity selected by DLJMC in accordance with Section 8.02; provided
that DLJMC shall first furnish to the Master Servicer or the Back-Up Servicer, as applicable, a letter from
each Rating Agency that the appointment of such successor will not result in a downgrading of the rating of
any of the Certificates.
If an Event of Default described in clause (k) occurs, the Trustee shall at the direction of
DLJMC, by notice in writing to the Master Servicer, terminate all of the rights and obligations of the Master
Servicer under this Agreement (other than rights to reimbursement for Advances previously made, as provided
in Section 3.08) and shall appoint as successor Master Servicer the entity selected by DLJMC in accordance
with Section 8.02; provided that DLJMC shall first furnish to the Trustee a letter from each Rating Agency
that the appointment of such successor will not result in a downgrading of the rating of any of the
Certificates.
No Event of Default with respect to the Servicer shall affect the rights or duties of the
Master Servicer or constitute an Event of Default as to the Master Servicer.
SECTION 8.02. Master Servicer or Trust Administrator to Act; Appointment of Successor.
On and after the time the Master Servicer or a Servicer receives a notice of termination
pursuant to Section 8.01 hereof or resigns pursuant to Section 7.04 hereof, subject to the provisions of
Section 3.04 hereof, the Trustee (in the case of the Master Servicer), the Trust Administrator or the Back-Up
Servicer (in the case of SPS), shall be the successor in all respects to the Master Servicer or such
Servicer, as applicable, in its capacity as servicer under this Agreement and with respect to the
transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer or such Servicer, as applicable, by the terms and
provisions hereof; provided, that the Trustee, the Trust Administrator, the Master Servicer or the Back-Up
Servicer, as applicable, shall not be deemed to have made any representation or warranty as to any Mortgage
Loan made by the Master Servicer or any Servicer, as applicable, and shall not effect any repurchases or
substitutions of any Mortgage Loan; provided, further, that it is understood and acknowledged by the parties
hereto that there will be a full period of transition (not to exceed ninety (90) days) before the actual
servicing functions of any Servicer can be fully transferred to Xxxxx Fargo as successor Servicer; provided,
further, that during such period of transition Xxxxx Fargo, as successor Servicer, shall continue to make all
required Compensating Interest Payments and Advances. As compensation therefor, the Trustee, the Trust
Administrator, the Back-Up Servicer or the Master Servicer, as applicable, shall be entitled to all funds
relating to the Mortgage Loans that the Master Servicer or related Servicer (the "Replaced Servicer") would
have been entitled to charge to the related Collection Account if the Replaced Servicer had continued to act
hereunder (except that the Replaced Servicer shall retain the right to be reimbursed for advances (including,
without limitation, Advances and Servicing Advances) theretofore made by the Replaced Servicer with respect
to which it would be entitled to be reimbursed as provided in Section 3.08 if it had not been so terminated
or resigned). Notwithstanding the foregoing, if the Trustee, the Trust Administrator, the Back-Up Servicer
or the Master Servicer, as applicable, has become the successor to a Replaced Servicer, in accordance with
this Section 8.02, the Trustee, the Trust Administrator, the Back-Up Servicer or the Master Servicer, as
applicable, may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution,
the appointment of which does not adversely affect the then current rating of the Certificates, as the
successor to the Master Servicer, the Back-Up Servicer or a Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer, the
Back-Up Servicer or such Servicer, as applicable, provided that such successor to the Master Servicer, the
Back-Up Servicer or the Servicer, as applicable, shall not be deemed to have made any representation or
warranty as to any Mortgage Loan made by the Master Servicer or the related Servicer, as applicable. Pending
appointment of a successor to the Master Servicer, the Back-Up Servicer or a Servicer, as applicable,
hereunder, the Trustee, the Trust Administrator or the Master Servicer, as applicable, unless such party is
prohibited by law from so acting, shall act in such capacity as provided herein. In connection with such
appointment and assumption, the Trustee, the Trust Administrator, the Master Servicer or the Back-Up
Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the Replaced Servicer, hereunder. The Trustee, the Trust Administrator or the
Master Servicer, as applicable, and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. None of the Trustee, the Trust Administrator, the
Master Servicer nor any other successor servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by the
failure of a Replaced Servicer to deliver, or any delay in delivering, cash, documents or records to it.
A Replaced Servicer that has been terminated shall, at the request of the Trustee, the Trust
Administrator, the Master Servicer or the Back-Up Servicer, as applicable, but at the expense of such
Replaced Servicer deliver to the assuming party all documents and records relating to the applicable Mortgage
Loans and an accounting of amounts collected and held by it and otherwise use commercially reasonable efforts
to effect the orderly and efficient transfer and assignment of such servicing, but only to the extent of the
Mortgage Loans serviced thereunder, to the assuming party. Notwithstanding anything to the contrary
contained herein, the termination of a Servicer under this Agreement shall not extend to any Subservicer
meeting the requirements of Section 3.02(a) and otherwise servicing the related Mortgage Loans in accordance
with the servicing provisions of this Agreement.
The Master Servicer, the Back-Up Servicer and each Servicer shall cooperate with the Trustee
and the Trust Administrator and any successor servicer in effecting the termination of a Replaced Servicer's
responsibilities and rights hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by such Servicer to the
applicable Collection Account or thereafter received with respect to the Mortgage Loans.
None of the Trustee, the Trust Administrator nor any other successor servicer shall be deemed
to be in default hereunder by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (a) the failure of the Master Servicer, the Back-Up Servicer or
any Servicer to (i) deliver, or any delay in delivering, cash, documents or records to it, or (ii) cooperate
as required by this Agreement, or (b) restrictions imposed by any regulatory authority having jurisdiction
over the Master Servicer, the Back-Up Servicer or the related Servicer.
Any successor to a Servicer as servicer shall during the term of its service as servicer
maintain in force the policy or policies that such Servicer is required to maintain pursuant to
Section 3.09(b) hereof.
If a Servicer that has been terminated fails to pay all costs related to the transition of
servicing to the successor Servicer, the successor Servicer shall be entitled to reimbursement of those
amounts from the Trust.
In connection with the termination or resignation of a Servicer hereunder, either (i) the
successor Servicer, including the Trust Administrator or Master Servicer if either of such parties is acting
as successor Servicer or Back-Up Servicer, shall represent and warrant that it or an affiliate is a member of
MERS in good standing and shall agree to comply in all material respects with the rules and procedures of
MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, or
(ii) the Replaced Servicer, at its sole expense, shall cooperate with the successor Servicer either (x) in
causing MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as
may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan
on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the
successor Servicer as the servicer of such Mortgage Loan (at the cost and expense of the successor Servicer
to the extent such costs relate to the qualification of such successor Servicer as a member of MERS,
otherwise at the cost and expense of the Replaced Servicer). The Replaced Servicer shall file or cause to be
filed any such assignment in the appropriate recording office. The successor Servicer shall cause such
assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording
thereon or a copy certified by the public recording office in which such assignment was recorded.
SECTION 8.03. Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Master Servicer or any Servicer, the Trust
Administrator shall give prompt written notice thereof to the Seller and the Certificateholders at their
respective addresses appearing in the Certificate Register and to the Rating Agencies, or, as applicable, the
Master Servicer shall give prompt written notice thereof to the Trust Administrator.
(b) Within two Business Days after the occurrence of any Event of Default, the Trust Administrator shall
transmit by mail to the Seller and all Certificateholders, and the Rating Agencies notice of each such Event
of Default hereunder known to the Trust Administrator, unless such Event of Default shall have been cured or
waived.
SECTION 8.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a
default or Event of Default hereunder may waive any default or Event of Default; provided, however, that
(a) a default or Event of Default under clause (g) of Section 8.01 may be waived, only by all of the Holders
of Certificates affected by such default or Event of Default and (b) no waiver pursuant to this Section 8.04
shall affect the Holders of Certificates in the manner set forth in Section 12.01(b)(i), (ii) or (iii). Upon
any such waiver of a default or Event of Default by the Holders representing the requisite percentage of
Voting Rights of Certificates affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been cured and remedied for every purpose hereunder. No
such waiver shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon except to the extent expressly so waived.
ARTICLE IX
CONCERNING THE TRUSTEE
SECTION 9.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of
all Events of Default that may have occurred, undertakes with respect to the Trust Fund to perform such
duties and only such duties as are specifically set forth in this Agreement. In case an Event of Default of
which a Responsible Officer of the Trustee shall have actual knowledge has occurred and remains uncured, the
Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs. Any permissive right of the Trustee set forth in this Agreement shall
not be construed as a duty.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee that are specifically required to be
furnished pursuant to any provision of this Agreement shall examine them to determine whether they conform to
the requirements of this Agreement. The Trustee shall have no duty to recompute, recalculate or verify the
accuracy of any resolution, certificate, statement, opinion, report, document, order or other instrument so
furnished to the Trustee. If any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the Certificateholders of such instrument in the
event that the Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its
own negligent action, its own negligent failure to act or its own misconduct, its negligent failure to
perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason
of its willful misfeasance or bad faith; provided, however, that:
(a) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trustee shall
have actual knowledge, and after the curing or of all such Events of Default that may have occurred, the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,
the Trustee shall not be personally liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations shall be read into this
Agreement against the Trustee and the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
and conforming to the requirements of this Agreement which it reasonably believed in good faith to be genuine
and to have been duly executed by the proper authorities respecting any matters arising hereunder;
(b) the Trustee shall not be personally liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless the Trustee was negligent in ascertaining
or investigating the pertinent facts;
(c) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with this Agreement at the direction of the Holders of Certificates
evidencing greater than 50% of the Voting Rights allocated to each Class of Certificates relating to the
time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Agreement;
(d) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it; and
(e) the Trustee shall have no responsibility for any act or omission of the Trust Administrator or
LaSalle, it being understood and agreed that the Trustee, Trust Administrator and LaSalle are independent
contractors and not agents, partners or joint venturers.
The Trustee shall not be deemed to have knowledge of any Event of Default or event which, with
notice or lapse of time, or both, would become an Event of Default, unless a Responsible Officer of the
Trustee shall have received written notice thereof from a Servicer, the Depositor or a Certificateholder, or
a Responsible Officer of the Trustee has actual notice thereof, and in the absence of such notice no
provision hereof requiring the taking of any action or the assumption of any duties or responsibility by the
Trustee following the occurrence of any Event of Default or event which, with notice or lapse of time or
both, would become an Event of Default, shall be effective as to the Trustee.
The Trustee shall have no duty hereunder with respect to any complaint, claim, demand, notice
or other document it may receive or which may be alleged to have been delivered to or served upon it by the
parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however, that the
Trustee shall use its best efforts to remit to the Master Servicer or the related Servicer upon receipt of
any such complaint, claim, demand, notice or other document (i) which is delivered to the Corporate Trust
Office of the Trustee, (ii) of which a Responsible Officer has actual knowledge, and (iii) which contains
information sufficient to permit the Trustee to make a determination that the real property to which such
document relates is a Mortgaged Property.
SECTION 9.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 9.01:
(i) the Trustee may request and rely upon and shall be protected in acting or refraining from acting upon
any resolution, Officer's Certificate, certificate of auditors, Servicing Officers or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond
or other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;
(ii) the Trustee may consult with counsel, financial advisors or accountants and any advice of such Persons
or any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this
Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of
an Event of Default of which a Responsible Officer of the Trustee shall have actual knowledge (which
has not been cured or waived), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person's own affairs;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events
of Default that may have occurred, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document, unless requested in
writing so to do by Holders of Certificates evidencing greater than 50% of the Voting Rights allocated
to each Class of Certificates; provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against
such expense or liability as a condition to taking any such action; the reasonable expense of every
such investigation shall be paid (A) by the Master Servicer or by the applicable Servicer in the event
that such investigation relates to an Event of Default by the Master Servicer or by such Servicer,
respectively, if an Event of Default by the Master Servicer or by such Servicer shall have occurred
and is continuing, and (B) otherwise by the Certificateholders requesting the investigation;
(vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent or attorney appointed with due care;
(vii) the Trustee shall not be required to expend its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such liability is not assured to it;
(viii) the Trustee shall not be liable for any loss on any investment of funds pursuant to this Agreement; and
(ix) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the
Trustee, may be enforced by it without the possession of any of the Certificates, or the production thereof
at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the
Trustee shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.
SECTION 9.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the Master
Servicer or a Servicer, as the case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this Agreement, the Certificates or
of any Mortgage Loan or related document or of MERS or the MERS® System. The Trustee shall not be
accountable for the use or application by the Depositor, the Seller, the Master Servicer or any Servicers of
any funds paid to the Depositor or the Master Servicer or any Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Certificate Account by the Depositor, the Seller, the Master Servicer or
the Servicers. The Trustee shall not be responsible for the legality or validity of this Agreement or the
validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be
issued hereunder. The Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain the perfection of any security
interest or lien granted to it hereunder or to record this Agreement.
SECTION 9.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of
Certificates and may transact business with the other parties hereto and with their Affiliates, with the same
rights as it would have if it were not the Trustee.
SECTION 9.05. Trustee's Fees and Expenses.
The Trustee shall be compensated by the Trust Administrator as separately agreed. The Trustee
and any director, officer, employee or agent of the Trustee shall be indemnified by DLJMC and held harmless
(up to a maximum of $150,000) against any loss, liability or expense (including reasonable attorney's fees
and expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement,
(b) the Certificates, or (c) the performance of any of the Trustee's duties hereunder, other than any loss,
liability or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of
any of the Trustee's duties hereunder or incurred by reason of any action of the Trustee taken at the
direction of the Certificateholders and (ii) resulting from any error in any tax or information return
prepared by the Master Servicer or a Servicer. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee hereunder. Without limiting the foregoing, the
Depositor covenants and agrees, except as otherwise agreed upon in writing by the Depositor and the Trustee,
and except for any such expense, disbursement or advance as may arise from the Trustee's negligence, bad
faith or willful misconduct, to pay or reimburse the Trustee, for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the provisions of this Agreement with
respect to: (A) the reasonable compensation and the expenses and disbursements of its counsel not associated
with the closing of the issuance of the Certificates, (B) the reasonable compensation, expenses and
disbursements of any accountant, engineer or appraiser that is not regularly employed by the Trustee, to the
extent that the Trustee must engage such persons to perform acts or services hereunder and (C) printing and
engraving expenses in connection with preparing any Definitive Certificates. Except as otherwise provided
herein, the Trustee shall not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trustee in the ordinary course of its duties as Trustee hereunder or for any other expenses.
Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for
special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost
profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the
form of action.
SECTION 9.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or association organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise
corporate trust powers, having ratings on its long term debt obligations at the time of such appointment in
at least the third highest rating category by both Xxxxx'x and S&P (provided that if such rating is in the
third highest rating category of S&P, the Trustee shall also have a short-term rating from S&P of A-1) or
such lower ratings as will not cause Xxxxx'x or S&P to lower their then current ratings of the Class A
Certificates (other than the Class 5-X and Residual Certificates), having a combined capital and surplus of
at least $50,000,000 and subject to supervision or examination by federal or state authority. If such
corporation or association publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 9.06
the combined capital and surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. In case at any time
the Trustee shall cease to be eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section 9.07 hereof.
SECTION 9.07. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby created by
(a) giving written notice of resignation to the Depositor, DLJMC, the Trust Administrator, the Master
Servicer, the Special Servicer and the Servicers and by mailing notice of resignation by first class mail,
postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, and to
the Rating Agencies, not less than 60 days before the date specified in such notice when, subject to
Section 9.08, such resignation is to take effect, and (b) acceptance by a successor trustee in accordance with
Section 9.08 meeting the qualifications set forth in Section 9.06.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of
Section 9.06 hereof and shall fail to resign after written request thereto by the Depositor, or if at any
time the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation or if the Trustee breaches any of its obligations or representations hereunder, then the
Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee and one copy to the successor trustee. The
Trustee may also be removed at any time by the Holders of Certificates evidencing not less than 50% of the
Voting Rights evidenced by the Certificates. Notice of any removal of the Trustee and acceptance of
appointment by the successor trustee shall be given to the Rating Agencies by the Depositor.
If no successor trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation or receipt of a notice of removal, the resigning Trustee
may, at the Trust Fund's expense, petition any court of competent jurisdiction for the appointment of a
successor trustee.
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to
any of the provisions of this Section 9.07 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 9.08 hereof.
SECTION 9.08. Successor Trustee.
Any successor trustee appointed as provided in Section 9.07 hereof shall execute, acknowledge
and deliver to the Depositor and to its predecessor trustee an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, upon receipt of all amounts due it hereunder, and the predecessor
trustee shall execute and deliver such instruments and do such other things as may reasonably be required for
more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties, and
obligations.
No successor trustee shall accept appointment as provided in this Section 9.08 unless at the
time of such acceptance such successor trustee shall be eligible under the provisions of Section 9.06 hereof
and its acceptance shall not adversely affect the then current rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in this Section 9.08, the
Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within ten
days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice
to be mailed at the expense of the Depositor.
SECTION 9.09. Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with which it may be
consolidated or any Person resulting from any merger, conversion or consolidation to which the Trustee shall
be a party, or any Person succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided that such Person shall be eligible under the provisions of Section 9.06 hereof without
the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein
to the contrary notwithstanding.
SECTION 9.10. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any
Mortgage Note may at the time be located, the Master Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to
act as co-trustee or co-trustees jointly with the Trustee, or separate trustee or separate trustees, of all
or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of
the applicable Certificateholders, such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 9.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined
in such appointment within fifteen days after the receipt by it of a request to do so, or in the case an
Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 9.06 and no notice to Certificateholders of the appointment of any
co-trustee or separate trustee shall be required under Section 9.08.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the Trustee, except for any
obligation of the Trustee under this Agreement to advance funds on behalf of the Master Servicer or a
Servicer, shall be conferred or imposed upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized
to act separately without the Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed by the Trustee (whether as Trustee
hereunder or as successor to the Master Servicer or a Servicer), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be
exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the
Trustee;
(b) no trustee hereunder shall be held personally liable by reason of any act or omission of any other
trustee hereunder; and
(c) the Master Servicer and the Trustee acting jointly may at any time accept the resignation of or remove
any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to
each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of
this Article IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Master Servicer or the Servicers and the Depositor.
Any separate trustee or co-trustee may, at any time, constitute the Trustee its agent or
attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act
under or in respect of this Agreement on its behalf and in its name. The Trust Administrator shall not be
responsible for all action or inaction of any separate trustee or co-trustee. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
SECTION 9.11. Office of the Trustee.
The office of the Trustee for purposes of receipt of notices and demands is the Corporate Trust
Office.
ARTICLE X
CONCERNING THE TRUST ADMINISTRATOR
SECTION 10.01. Duties of Trust Administrator.
The Trust Administrator, prior to the occurrence of an Event of Default of which a Responsible
Officer of the Trust Administrator shall have actual knowledge and after the curing or waiver of all Events
of Default that may have occurred, undertakes with respect to the Trust Fund to perform such duties and only
such duties as are specifically set forth in this Agreement. In case an Event of Default of which a
Responsible Officer of the Trust Administrator shall have actual knowledge has occurred and remains uncured,
the Trust Administrator shall exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. Any permissive right of the Trust Administrator
set forth in this Agreement shall not be construed as a duty.
The Trust Administrator, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trust Administrator that are specifically
required to be furnished pursuant to any provision of this Agreement shall examine them to determine whether
they conform to the requirements of this Agreement. The Trust Administrator shall have no duty to recompute,
recalculate or verify the accuracy of any resolution, certificate, statement, opinion, report, document,
order or other instrument so furnished to the Trust Administrator. If any such instrument is found not to
conform in any material respect to the requirements of this Agreement, the Trust Administrator shall notify
the Certificateholders of such instrument in the event that the Trust Administrator, after so requesting,
does not receive a satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the Trust Administrator from
liability for its own negligent action, its own negligent failure to act or its own misconduct, its negligent
failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed
by reason of its willful misfeasance or bad faith; provided, however, that:
(a) prior to the occurrence of an Event of Default of which a Responsible Officer of the Trust
Administrator shall have actual knowledge, and after the curing or of all such Events of Default that may
have occurred, the duties and obligations of the Trust Administrator shall be determined solely by the
express provisions of this Agreement, the Trust Administrator shall not be personally liable except for the
performance of such duties and obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trust Administrator and the Trust
Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trust Administrator and conforming to
the requirements of this Agreement which it reasonably believed in good faith to be genuine and to have been
duly executed by the proper authorities respecting any matters arising hereunder;
(b) the Trust Administrator shall not be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible Officers of the Trust Administrator, unless the Trust Administrator was
negligent in ascertaining or investigating the pertinent facts;
(c) the Trust Administrator shall not be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with this Agreement or at the direction of the Holders
of Certificates evidencing greater than 50% of the Voting Rights allocated to each Class of Certificates
relating to the time, method and place of conducting any proceeding for any remedy available to the Trust
Administrator, or exercising any trust or power conferred upon the Trust Administrator, under this Agreement;
and
(d) no provision of this Agreement shall require the Trust Administrator to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
The Trust Administrator shall have no duty (A) to see to any recording, filing or depositing of
this Agreement or any agreement referred to herein or any financing statement or continuation statement
evidencing a security interest, or to see to the maintenance of any such recording, filing or depositing or
to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, or (C) to see to
the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of
any kind owing with respect to, assessed or levied against, any part of the Trust Fund other than from funds
available in the Certificate Account.
Except with respect to an Event of Default described in clause (a) of Section 8.01, the Trust
Administrator shall not be deemed to have knowledge of any Event of Default or event which, with notice or
lapse of time, or both, would become an Event of Default, unless a Responsible Officer of the Trust
Administrator shall have received written notice thereof from the Master Servicer or a Servicer, the
Depositor, or a Certificateholder, or a Responsible Officer of the Trust Administrator has actual notice
thereof, and in the absence of such notice no provision hereof requiring the taking of any action or the
assumption of any duties or responsibility by the Trust Administrator following the occurrence of any Event
of Default or event which, with notice or lapse of time or both, would become an Event of Default, shall be
effective as to the Trust Administrator.
The Trust Administrator shall have no duty hereunder with respect to any complaint, claim,
demand, notice or other document it may receive or which may be alleged to have been delivered to or served
upon it by the parties as a consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trust Administrator shall use its best efforts to remit to the Master Servicer or the Servicer upon
receipt of any such complaint, claim, demand, notice or other document (i) which is delivered to the
Corporate Trust Office of the Trust Administrator, (ii) of which a Responsible Officer has actual knowledge,
and (iii) which contains information sufficient to permit the Trust Administrator to make a determination
that the real property to which such document relates is a Mortgaged Property.
SECTION 10.02. Certain Matters Affecting the Trust Administrator.
(a) Except as otherwise provided in Section 10.01:
(i) the Trust Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer's Certificate, certificate of auditors, Servicing Officers or any
other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal,
bond or other paper or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;
(ii) the Trust Administrator may consult with counsel, financial advisors or accountants and any advice of
such Persons or opinion of counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such
advice or opinion of counsel;
(iii) the Trust Administrator shall be under no obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto
at the request, order or direction of any of the Certificateholders pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered to the Trust Administrator reasonable
security or indemnity against the costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trust Administrator of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer of the Trust Administrator
shall have actual knowledge (which has not been cured or waived), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct of such person's own
affairs;
(iv) the Trust Administrator shall not be personally liable for any action taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) prior to the occurrence of an Event of Default hereunder and after the curing or waiver of all Events
of Default that may have occurred, the Trust Administrator shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless
requested in writing so to do by Holders of Certificates evidencing greater than 50% of the Voting
Rights allocated to each Class of Certificates; provided, however, that if the payment within a
reasonable time to the Trust Administrator of the costs, expenses or liabilities likely to be incurred
by it in the making of such investigation is, in the opinion of the Trust Administrator, not
reasonably assured to the Trust Administrator by the security afforded to it by the terms of this
Agreement, the Trust Administrator may require reasonable indemnity against such expense or liability
as a condition to taking any such action; the reasonable expense of every such investigation shall be
paid (A) by the Master Servicer or by the applicable Servicer in the event that such investigation
relates to an Event of Default by the Master Servicer or by such Servicer, respectively, if an Event
of Default by the Master Servicer or such Servicer shall have occurred and is continuing, and (B)
otherwise by the Certificateholders requesting the investigation;
(vi) the Trust Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trust Administrator shall not
be responsible for any misconduct or negligence on the part of any such agent or attorney appointed
with due care;
(vii) the Trust Administrator shall not be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such liability is not assured to
it;
(viii) the Trust Administrator shall not be liable for any loss on any investment of funds pursuant to this
Agreement except as provided in Section 3.05(e);
(ix) the right of the Trust Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trust Administrator shall not be answerable for other than
its negligence or willful misconduct in the performance of such act; and
(x) The Trust Administrator shall not be required to give any bond or surety in respect of the execution
of the Trust Fund created hereby or the powers granted hereunder.
(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trust
Administrator, may be enforced by it without the possession of any of the Certificates, or the production
thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted
by the Trust Administrator shall be brought in its name for the benefit of all the Holders of such
Certificates, subject to the provisions of this Agreement.
SECTION 10.03. Trust Administrator Not Liable for Certificates or Mortgage Loans.
The recitals contained herein shall be taken as the statements of the Depositor or the Master
Servicer or a Servicer, as the case may be, and the Trust Administrator assumes no responsibility for their
correctness. The Trust Administrator makes no representations as to the validity or sufficiency of this
Agreement, the Certificates or of any Mortgage Loan or related document. The Trust Administrator shall not
be accountable for the use or application by the Depositor, the Seller, the Master Servicer or the Servicers
of any funds paid to the Depositor or the Master Servicer or any Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Certificate Account by the Depositor, the Seller, the Master Servicer or
the Servicers. The Trust Administrator shall not be responsible for the legality or validity of this
Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or
intended to be issued hereunder. The Trust Administrator shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to otherwise perfect or maintain the
perfection for any security interest or lien granted to it hereunder or to record this Agreement.
SECTION 10.04. Trust Administrator May Own Certificates.
The Trust Administrator in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights as it would have if it were not the Trust Administrator.
SECTION 10.05. Trust Administrator's Fees and Expenses.
As compensation for its services hereunder, the Trust Administrator shall be entitled to the
investment income or other benefit derived from balances in the Certificate Account pursuant to
Section 3.05(e) (the "Trust Administrator Fee"). The Trust Administrator and any director, officer, employee
or agent of the Trust Administrator shall be indemnified by DLJMC (or if DLJMC shall fail to do so, by the
Trust) and held harmless against any loss, liability or expense (including reasonable attorney's fees and
expenses) (i) incurred in connection with any claim or legal action relating to (a) this Agreement, (b) the
Certificates, (c) the Custodial Agreement, or (d) the performance of any of the Trust Administrator's duties
hereunder or under the Custodial Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of any of the Trust Administrator's duties
hereunder or incurred by reason of any action of the Trust Administrator taken at the direction of the
Certificateholders and (ii) resulting from any error in any tax or information return prepared by the Master
Servicer or a Servicer; provided, however, that the sum of (x) such indemnity amounts payable by DLJMC or the
Trust to the Trust Administrator pursuant to this Section 10.05 and (y) the indemnity amounts payable by
DLJMC or the Trust to the Master Servicer pursuant to Section 3.14(c), shall not exceed $200,000 per year;
provided, further, that any amounts not payable by DLJMC or the Trust to the Trust Administrator due to the
preceding proviso shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust) in any succeeding
year, subject to the aggregate $200,000 per annum limitation imposed by the preceding proviso. Such
indemnity shall survive the termination of this Agreement or the resignation or removal of the Trust
Administrator hereunder. Without limiting the foregoing, DLJMC (or if DLJMC fails to do so, the Trust)
shall, except as otherwise agreed upon in writing by DLJMC and the Trust Administrator, and except for any
such expense, disbursement or advance as may arise from the Trust Administrator's negligence, bad faith or
willful misconduct, pay or reimburse the Trust Administrator (up to a maximum of $150,000), for all
reasonable expenses, disbursements and advances incurred or made by the Trust Administrator in accordance
with any of the provisions of this Agreement with respect to: (A) the reasonable compensation and the
expenses and disbursements of its counsel not associated with the closing of the issuance of the
Certificates, (B) the reasonable compensation, expenses and disbursements of any accountant, engineer or
appraiser that is not regularly employed by the Trust Administrator, to the extent that the Trust
Administrator must engage such persons to perform acts or services hereunder and (C) printing and engraving
expenses in connection with preparing any Definitive Certificates. In addition, DLJMC (or if DLJMC fails to
do so, the Trust) shall pay or reimburse the Trust Administrator for recertification fees required to be paid
by the Trust Administrator pursuant to the Custodial Agreement. Except as otherwise provided herein, the
Trust Administrator shall not be entitled to payment or reimbursement for any routine ongoing expenses
incurred by the Trust Administrator in the ordinary course of its duties as Trust Administrator, Registrar,
Tax Matters Person or Paying Agent hereunder. Anything in this Agreement to the contrary notwithstanding, in
no event shall the Trust Administrator be liable for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits), even if the Trust Administrator has been advised
of the likelihood of such loss or damage and regardless of the form of action.
SECTION 10.06. Eligibility Requirements for Trust Administrator.
The Trust Administrator hereunder shall at all times be (a) an institution the deposits of
which are fully insured by the FDIC and (b) a corporation or banking association organized and doing business
under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority and (c) with respect to every successor Trust Administrator
hereunder an institution the long-term unsecured debt obligations of which are rated at least Baa3 or better
by Xxxxx'x and BBB or better by S&P unless the failure of the Trust Administrator's long-term unsecured debt
obligations to have such ratings would not result in the lowering of the ratings originally assigned to any
Class of Certificates. If such corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 10.06 the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trust Administrator shall cease to be eligible in accordance with the
provisions of this Section 10.06, the Trust Administrator shall resign immediately in the manner and with the
effect specified in Section 10.07 hereof.
SECTION 10.07. Resignation and Removal of Trust Administrator.
The Trust Administrator may at any time resign and be discharged from the trusts hereby created
by (a) giving written notice of resignation to the Depositor, the Seller, the Trustee, the Master Servicer,
the Special Servicer and the Servicers and by mailing notice of resignation by first class mail, postage
prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, and to the
Rating Agencies, not less than 60 days before the date specified in such notice when, subject to
Section 10.08, such resignation is to take effect, and (b) acceptance by a successor trust administrator in
accordance with Section 10.08 meeting the qualifications set forth in Section 10.06.
If at any time the Trust Administrator shall cease to be eligible in accordance with the
provisions of Section 10.06 hereof and shall fail to resign after written request thereto by the Depositor,
or if at any time the Trust Administrator shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trust Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trust Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation or if the Trust Administrator breaches any of its obligations
or representations hereunder, then the Depositor may remove the Trust Administrator and appoint a successor
trust administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to
the Trust Administrator and one copy to the successor trust administrator. The Trust Administrator may also
be removed at any time by the Trustee or the Holders of Certificates evidencing not less than 50% of the
Voting Rights evidenced by the Certificates. Notice of any removal of the Trust Administrator and acceptance
of appointment by the successor trust administrator shall be given to the Rating Agencies by the Depositor.
If no successor trust administrator shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation or receipt of a notice of removal, the
resigning Trust Administrator may, at the Trust Fund's expense, petition any court of competent jurisdiction
for the appointment of a successor trust administrator.
Notwithstanding the foregoing, if the Master Servicer shall for any reason no longer be Master
Servicer hereunder, at DLJMC's request, the Trust Administrator shall resign, upon the selection and
appointment of a successor trust administrator meeting the qualifications set forth in Section 10.06.
Any resignation or removal of the Trust Administrator and appointment of a successor trust
administrator pursuant to any of the provisions of this Section 10.07 shall become effective upon acceptance
of appointment by the successor trust administrator as provided in Section 10.08 hereof.
SECTION 10.08. Successor Trust Administrator.
Any successor trust administrator appointed as provided in Section 10.07 hereof shall execute,
acknowledge and deliver to the Depositor and to its predecessor trust administrator an instrument accepting
such appointment hereunder and thereupon the resignation or removal of the predecessor trust administrator
shall become effective and such successor trust administrator, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder,
with the like effect as if originally named as Trust Administrator herein. The Depositor, upon receipt of
all amounts due it hereunder, and the predecessor trust administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more fully and certainly vesting and
confirming in the successor trust administrator all such rights, powers, duties, and obligations.
No successor trust administrator shall accept appointment as provided in this Section 10.08
unless at the time of such acceptance such successor trust administrator shall be eligible under the
provisions of Section 10.06 hereof and its acceptance shall not adversely affect the then current rating of
the Certificates.
Upon acceptance of appointment by a successor trust administrator as provided in this
Section 10.08, the Depositor shall mail notice of the succession of such trust administrator hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to
mail such notice within ten days after acceptance of appointment by the successor trust administrator, the
successor trust administrator shall cause such notice to be mailed at the expense of the Depositor.
SECTION 10.09. Merger or Consolidation of Trust Administrator.
Any Person into which the Trust Administrator may be merged or converted or with which it may
be consolidated or any Person resulting from any merger, conversion or consolidation to which the Trust
Administrator shall be a party, or any Person succeeding to the business of the Trust Administrator, shall be
the successor of the Trust Administrator hereunder, provided that such Person shall be eligible under the
provisions of Section 10.06 hereof without the execution or filing of any paper or further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 10.10. Appointment of Co-Trust Administrator or Separate Trust Administrator.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing any
Mortgage Note may at the time be located, the Master Servicer and the Trust Administrator acting jointly
shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by
the Trust Administrator to act as co-trust administrator or co-trust administrators jointly with the Trust
Administrator, or separate trust administrator or separate trust administrators, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the benefit of the applicable
Certificateholders, such title to the Trust Fund, or any part thereof, and, subject to the other provisions
of this Section 10.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the
Trust Administrator may consider necessary or desirable. If the Master Servicer shall not have joined in
such appointment within fifteen days after the receipt by it of a request to do so, or in the case an Event
of Default shall have occurred and be continuing, the Trust Administrator alone shall have the power to make
such appointment. No co-trust administrator or separate trust administrator hereunder shall be required to
meet the terms of eligibility as a successor trust administrator under Section 10.06 and no notice to
Certificateholders of the appointment of any co-trust administrator or separate trust administrator shall be
required under Section 10.08.
Every separate trust administrator and co-trust administrator shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(a) all rights, powers, duties and obligations conferred or imposed upon the Trust Administrator, except
for any obligation of the Trust Administrator under this Agreement to advance funds on behalf of the Master
Servicer or the Servicer, shall be conferred or imposed upon and exercised or performed by the Trust
Administrator and such separate trust administrator or co-trust administrator jointly (it being understood
that such separate trust administrator or co-trust administrator is not authorized to act separately without
the Trust Administrator joining in such act), except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed by the Trust Administrator (whether as Trust
Administrator hereunder or as successor to the Master Servicer or the Servicer), the Trust Administrator
shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties
and obligations (including the holding of title to the Trust Fund or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trust administrator or co-trust
administrator, but solely at the direction of the Trust Administrator;
(b) no trust administrator hereunder shall be held personally liable by reason of any act or omission of
any other trust administrator hereunder; and
(c) the Master Servicer and the Trust Administrator acting jointly may at any time accept the resignation
of or remove any separate trust administrator or co-trust administrator.
Any notice, request or other writing given to the Trust Administrator shall be deemed to have
been given to each of the then separate trust administrators and co-trust administrators, as effectively as
if given to each of them. Every instrument appointing any separate trust administrator or co-trust
administrator shall refer to this Agreement and the conditions of this Article X. Each separate trust
administrator and co-trust administrator, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either jointly with the Trust
Administrator or separately, as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Trust Administrator. Every such instrument shall be filed with the Trust
Administrator and a copy thereof given to the Master Servicer or the Servicers and the Depositor.
Any separate trust administrator or co-trust administrator may, at any time, constitute the
Trust Administrator, its agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
The Trust Administrator shall not be responsible for any action or inaction of any separate Trust
Administrator or Co-Trust Administrator. If any separate trust administrator or co-trust administrator shall
die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trust Administrator, to the extent permitted by law, without the
appointment of a new or successor trust administrator.
SECTION 10.11. Office of the Trust Administrator.
The office of the Trust Administrator for purposes of receipt of notices and demands is the
Corporate Trust Office.
SECTION 10.12. Tax Return.
The Master Servicer and each Servicer, upon request, will furnish the Trust Administrator with
all such information related to the Mortgage Loans in the possession of the Master Servicer or such Servicer
as may be reasonably required in connection with the preparation by the Trust Administrator of all tax and
information returns of the Trust Fund, and the Trust Administrator shall sign such returns. The Master
Servicer and each Servicer, severally and not jointly, shall indemnify the Trust Administrator for all
reasonable costs, including legal fees and expenses, related to errors in such tax returns due to errors only
in such information provided by the Master Servicer or by such Servicer.
SECTION 10.13. Commission Reporting.
(a) The Trust Administrator, each Servicer and the Master Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying the reporting requirements under the Exchange Act. The
Trust Administrator shall prepare on behalf of the Depositor any Forms 8-K and 10-K customary for similar
securities as required by the Exchange Act and the rules and regulations of the Commission thereunder, and
the Depositor shall sign and the Trust Administrator shall file (via XXXXX) such Forms on behalf of the
Depositor. The Depositor hereby grants to the Trust Administrator a limited power of attorney to execute
each Form 8-K and file each Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall
continue until the earlier of (i) receipt by the Trust Administrator from the Depositor of written
termination of such power of attorney and (ii) the termination of the Trust.
(b) Each Form 8-K shall be filed by the Trust Administrator within 15 days after each Distribution Date,
with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto.
Prior to March 31st of the calendar year following the calendar year during which the Closing Date occurs (or
such earlier date as may be required by the Exchange Act and the rules and regulations of the Commission),
the Trust Administrator shall file a Form 10-K, in substance as required by applicable law or applicable
Commission staff's interpretations. Such Form 10-K shall include as exhibits, each Servicer's and the Master
Servicer's annual statement of compliance described under Section 3.16 and the accountant's report described
under Section 3.17, in each case to the extent they have been timely delivered to the Trust Administrator.
If they are not so timely delivered, the Trust Administrator shall file an amended Form 10-K including such
documents as exhibits promptly after they are delivered to the Trust Administrator. The Trust Administrator
shall have no liability with respect to any failure to properly or timely prepare or file such periodic
reports resulting from or relating to the Trust Administrator's inability or failure to obtain any
information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit T (the "Depositor Certification"), which shall be signed
by the senior officer of the Depositor in charge of securitization. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section 10.13.
(c) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or,
if such day is not a Business Day, the immediately preceding Business Day), the Trust Administrator shall
sign a certification in the form attached hereto as Exhibit U (the "Trust Administrator Certification") for
the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1
through 3 of the Depositor Certification. In addition, the Trust Administrator shall, subject to the
provisions of Sections 10.01 and 10.02 hereof, indemnify and hold harmless the Depositor and each Person, if
any, who "controls" the Depositor within the meaning of the 1933 Act and its officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of
the Trust Administrator's obligations under this Section 10.13 or any inaccuracy made in the Trust
Administrator Certification. If the indemnification provided for in this Section 10.13(c) is unavailable or
insufficient to hold harmless such Persons, then the Trust Administrator shall contribute to the amount paid
or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such
proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trust
Administrator on the other. The Trust Administrator acknowledges that the Depositor is relying on the Trust
Administrator's performance of its obligations under this Section 10.13 in order to perform its obligations
under Section 10.13(b) above.
(d) (i) Not later than 15 calendar days before the date on which the Depositor's annual report
on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations
of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the
Master Servicer will deliver to the Depositor and the Trust Administrator an Officer's Certificate for
the prior calendar year in substantially the form of Exhibit V-1 to this Agreement. The Master
Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust Administrator and each
Person, if any, who "controls" the Depositor or the Trust Administrator within the meaning of the 1933
Act and their respective officers and directors against any and all losses, penalties, fines,
forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such
Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer
to deliver or cause to be delivered when required any Officer's Certificate required pursuant to this
Section 10.13(d)(i), or (ii) any material misstatement or omission contained in any Officer's
Certificate provided pursuant to this Section 10.13(d)(i). If an event occurs that would otherwise
result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification
provided for in this Section 10.13(d)(i) by the Master Servicer is unavailable or insufficient to hold
harmless such Persons, then the Master Servicer shall contribute to the amount paid or payable by such
Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion
as is appropriate to reflect the relative fault of the Depositor or Trust Administrator on the one
hand and the Master Servicer on the other. The Master Servicer acknowledges that the Depositor and
the Trust Administrator are relying on the Master Servicer's performance of its obligations under this
Agreement in order to perform their respective obligations under this Section 10.13.
(ii) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission (or if such day is not a Business Day, the immediately preceding Business Day), each
Servicer, with respect to the Mortgage Loans serviced by such Servicer, will deliver to the Trust
Administrator, and the Trust Administrator shall forward to the Depositor and the Master Servicer, an
Officer's Certificate for the prior calendar year in substantially the form of Exhibit V-2 to this
Agreement. Each Servicer agrees to indemnify and hold harmless each of the Depositor, the Trust
Administrator, the Master Servicer and each Person, if any, who "controls" the Depositor, the Trust
Administrator and the Master Servicer within the meaning of the 1933 Act and their respective officers
and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, fees and expenses that such Person may sustain arising out of third
party claims based on (i) the failure of such Servicer to deliver or cause to be delivered when
required any Officer's Certificate required pursuant to this Section 10.13(d)(ii), or (ii) any
material misstatement or omission contained in any Officer's Certificate provided pursuant to this
Section 10.13(d)(ii). If an event occurs that would otherwise result in an indemnification obligation
under clauses (i) or (ii) above, but the indemnification provided for in this Section 10.13(d)(ii) by
such Servicer is unavailable or insufficient to hold harmless such Persons, then such Servicer shall
contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or
liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the
Depositor, Trust Administrator or the Master Servicer on the one hand and such Servicer on the other.
Each Servicer acknowledges that the Depositor, the Trust Administrator and the Master Servicer are
relying on such Servicer's performance of its obligations under this Agreement in order to perform
their respective obligations under this Section 10.13.
(e) Upon any filing with the Commission, the Trust Administrator shall promptly deliver to the Depositor a
copy of any executed report, statement or information.
(f) If the Commission issues additional interpretative guidance or promulgates additional rules or
regulations, or if other changes in applicable law occur, that would require the reporting arrangements, or
the allocation of responsibilities with respect thereto, described in this Section 10.13, to be conducted
differently than as described, the Depositor, each Servicer, the Master Servicer and the Trust Administrator
will reasonably cooperate to amend the provisions of this Section 10.13 in order to comply with such amended
reporting requirements and such amendment of this Section 10.13. Any such amendment shall be made in
accordance with Section 12.01 without the consent of the Certificateholders, and may result in a change in
the reports filed by the Trust Administrator on behalf of the Trust under the Exchange Act. Notwithstanding
the foregoing, the Depositor, each Servicer, the Master Servicer and the Trust Administrator shall not be
obligated to enter into any amendment pursuant to this Section 10.13 that adversely affects its obligations
and immunities under this Agreement.
(g) Prior to January 31 of the first year in which the Trust Administrator is able to do so under
applicable law, the Trust Administrator shall file a Form 15D Suspension Notification with respect to the
Trust.
SECTION 10.14. Determination of Certificate Index.
On each Interest Determination Date, the Trust Administrator shall determine each Certificate
Index for the Accrual Period and inform the Master Servicer and each Servicer of such rate and such rate
shall be final and binding, absent a manifest error of the Trust Administrator.
ARTICLE XI
TERMINATION
SECTION 11.01. Termination upon Liquidation or Purchase of all Mortgage Loans.
The obligations and responsibilities of the Master Servicer, the Special Servicer or the
Servicers, the Back-Up Servicer, the Sellers, the Depositor, the Trustee and the Trust Administrator created
hereby with respect to the related Group or Groups created hereby shall terminate upon the earlier of:
(a) (i) with respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, the purchase
by the Terminating Entity, at its election, of all Mortgage Loans in such Loan Groups and all property
acquired in respect of any remaining Mortgage Loan in such Loan Groups, which purchase right the
Terminating Entity may exercise at its sole and exclusive election as of any Distribution Date (such
applicable Distribution Date with respect to such Mortgage Loans being herein referred to as the
"Optional Termination Date") on or after the date on which the aggregate Principal Balance of the
Mortgage Loans in such Loan Groups, at the time of the purchase is less than or equal to 10% of the
Aggregate Groups 1-4 Collateral Balance as of the Initial Cut-off Date; or
(ii) with respect to Loan Group 5, the purchase by the Terminating Entity, at its election, of all Mortgage
Loans in such Loan Group and all property acquired in respect of any remaining Mortgage Loan in such
Loan Group, which purchase right the Terminating Entity may exercise at its sole and exclusive
election as of any Distribution Date (such applicable Distribution Date with respect to such Mortgage
Loans being herein referred to as the "Optional Termination Date") on or after the date on which the
aggregate Principal Balance of the Mortgage Loans in such Loan Group, at the time of the purchase is
less than or equal to 10% of the Aggregate Loan Group Balance for Loan Group 5 as of the Initial
Cut-off Date.
(b) the later of (i) twelve months after the maturity of the last Mortgage Loan remaining in the Trust
Fund, (ii) the liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the disposition of all REO Property and (iii) the distribution to Certificateholders of all
amounts required to be distributed to them pursuant to this Agreement; or
(c) (i) with respect to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, the purchase by the
Terminating Auction Purchaser of all Mortgage Loans in such Loan Groups and all property acquired in
respect of any remaining Mortgage Loan in such Loan Group (with respect to Loan Group 1, Loan Group 2,
Loan Group 3 and Loan Group 4, the "Trust Collateral") as described below; or
(ii) with respect to Loan Group 5, the purchase by the Terminating Auction Purchaser
of all Mortgage Loans in Loan Group 5 and all property acquired in respect of any remaining Mortgage
Loan in such Loan Group (with respect to Loan Group 5, the "Trust Collateral") as described below.
In no event shall the trust created hereby continue beyond the earlier of (i) the expiration of
21 years from the death of the last survivor of the descendants of Xx. Xxxxxx X. Xxxxxxx, former Ambassador
of the United States to Great Britain, living on the date of execution of this Agreement or (ii) the
Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date.
The "Mortgage Loan Purchase Price" for any such Optional Termination shall be equal to the
greater of (a) the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan in the applicable
Loan Group(s) (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date
to which such interest was paid or advanced at the applicable Mortgage Rate, to but not including the Due
Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related
Mortgage Loan currently serviced by the entity exercising such Optional Termination) and (ii) with respect to
any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of
two appraisals completed by two independent appraisers selected by the Depositor at the expense of the
Depositor and (y) the Stated Principal Balance of each related Mortgage Loan related to any REO Property, in
each case and (iii) any remaining unreimbursed Advances, Servicing Advances and unpaid Servicing Fees (other
than any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing Fees, if any, due to the
Terminating Entity) and other amounts payable to the Trustee and Trust Administrator (the sum of (i),
(ii) and (iii), collectively, the "Par Value") and (b) the Fair Market Value of all of the property of the
Trust related to the Loan Group(s) subject to such Optional Termination.
The "Fair Market Value" shall be the fair market value of all of the property of the Trust
related to the Loan Group(s) subject to an Optional Termination, as agreed upon between the Terminating
Entity and a majority of the holders of the Class AR-L Certificates; provided, however, that if the
Terminating Entity and a majority of the holders of the Class AR-L Certificates do not agree upon the fair
market value of such property of the Trust, the Terminating Entity, or an agent appointed by the Terminating
Entity, shall solicit bids for such property of the Trust until it has received three bids, and the Fair
Market Value shall be equal to the highest of such three bids. The Trust Administrator shall give notice to
the Rating Agencies of any election to purchase Mortgage Loans pursuant to this Section and of the applicable
Optional Termination Date.
(d) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage
Loans in Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 is less than 5% of the Aggregate Groups
1-4 Collateral Balance as of the Initial Cut-off Date (a "Terminating Auction Date"), the Trust Administrator
shall solicit bids for the related Trust Collateral from at least three institutions that are regular
purchasers and/or sellers in the secondary market of residential whole mortgage loans similar to the Mortgage
Loans. If the Trust Administrator receives at least three bids for the related Trust Collateral, and one of
such bids is equal to or greater than the Par Value, the Trust Administrator shall sell the related Trust
Collateral to the highest bidder (a "Terminating Auction Purchaser") at the price offered by the Terminating
Auction Purchaser (a "Mortgage Loan Terminating Auction Price"). If the Trust Administrator receives less
than three bids, or does not receive any bid that is equal to or greater than the Par Value, the Trust
Administrator shall, on each six-month anniversary of the initial Terminating Auction Date, repeat these
auction procedures until the Trust Administrator receives a bid that is equal to or greater than the Par
Value, and upon receipt of such bid shall sell the related Trust Collateral to the Terminating Auction
Purchaser at that Mortgage Loan Terminating Auction Price; provided, however, that the Trust Administrator
shall not be required to repeat these auction procedures on any Distribution Date for any six-month
anniversary of the initial Terminating Auction Date unless the Trust Administrator reasonably believes that
there is a reasonable likelihood of receiving a bid in excess of the Par Value. The Trust Administrator
shall give notice to the Rating Agencies and each Servicer that is servicing any of the related Mortgage
Loans of the sale of the related Trust Collateral pursuant to this Section 11.01 (a "Terminating Auction
Sale") and of the Terminating Auction Date. Notwithstanding anything to the contrary herein, the Terminating
Auction Purchaser shall not be the Depositor, DLJMC or any of their respective Affiliates.
(e) On any Distribution Date on or after the date on which the aggregate Principal Balance of the Mortgage
Loans in Loan Group 5 is less than 5% of the Aggregate Loan Group Balance for Loan Group 5 as of the Initial
Cut-off Date (a "Terminating Auction Date"), the Trust Administrator shall solicit bids for the related Trust
Collateral from at least three institutions that are regular purchasers and/or sellers in the secondary
market of residential whole mortgage loans similar to the Mortgage Loans. If the Trust Administrator
receives at least three bids for the related Trust Collateral, and one of such bids is equal to or greater
than the Par Value, the Trust Administrator shall sell the related Trust Collateral to the highest bidder (a
"Terminating Auction Purchaser") at the price offered by the Terminating Auction Purchaser (a "Mortgage Loan
Terminating Auction Price"). If the Trust Administrator receives less than three bids, or does not receive
any bid that is equal to or greater than the Par Value, the Trust Administrator shall, on each six-month
anniversary of the initial Terminating Auction Date, repeat these auction procedures until the Trust
Administrator receives a bid that is equal to or greater than the Par Value, and upon receipt of such bid
shall sell the related Trust Collateral to the Terminating Auction Purchaser at that Mortgage Loan Auction
Price; provided, however, that the Trust Administrator shall not be required to repeat these auction
procedures on any Distribution Date for any six-month anniversary of the initial Terminating Auction Date
unless the Trust Administrator reasonably believes that there is a reasonable likelihood of receiving a bid
in excess of the Par Value. The Trust Administrator shall give notice to the Rating Agencies and each
Servicer that is servicing any of the related Mortgage Loans of the sale of the related Trust Collateral
pursuant to this Section 11.01 (a "Terminating Auction Sale") and of the Terminating Auction Date.
Notwithstanding anything to the contrary herein, the Terminating Auction Purchaser shall not be the
Depositor, DLJMC or any of their respective Affiliates.
SECTION 11.02. Determination of the Terminating Entity.
(a) If any Servicer intends to be the Terminating Entity, such party must give written notice to the Trust
Administrator no later than twenty (20) days prior to the first day of the Optional Termination Notice
Period. Such notice shall also indicate the Loan Group(s) of the Mortgage Loans to be repurchased. Upon
receiving such notice, the Trust Administrator shall immediately request from DLJMC and DLJMC shall deliver
no later than seventeen (17) days prior to the first day of the Optional Termination Notice Period a letter
indicating whether or not DLJMC retains the servicing rights to any Mortgage Loan in any of the related Loan
Groups.
(b) (A) With respect to the purchase of the Mortgage Loans in Loan Group 1, Loan Group 2, Loan
Group 3 and Loan Group 4, the Trust Administrator shall determine the "Terminating Entity" as follows:
(i) DLJMC, if it is the owner of the servicing rights with respect to any
such Mortgage Loans on the Optional Termination Date;
(ii) SPS, if (a) DLJMC is not the owner of the servicing rights with respect
to any such Mortgage Loans on the Optional Termination Date and (b) SPS is a Servicer with respect
to any such Mortgage Loans on the Optional Termination Date and SPS has given notice to the Trust
Administrator pursuant to Section 11.02(a) above; or
(iii) the Majority Servicer on the Optional Termination Date, if (a) DLJMC is
not the owner of the servicing rights with respect to any such Mortgage Loans on the Optional
Termination Date and (b) SPS has not given notice to the Trust Administrator pursuant to Section
11.02(a) above.
(B) With respect to the purchase of the Mortgage Loans in Loan Group 5, the Trust
Administrator shall determine the "Terminating Entity" as follows:
(i) DLJMC, if it is the owner of the servicing rights with respect to any
such Mortgage Loans on the Optional Termination Date;
(ii) SPS, if (a) DLJMC is not the owner of the servicing rights with respect
to any such Mortgage Loans on the Optional Termination Date and (b) SPS is a Servicer with respect
to any such Mortgage Loans on the Optional Termination Date and SPS has given notice to the Trust
Administrator pursuant to Section 11.02(a) above; or
(iii) the Majority Servicer on the Optional Termination Date, if (a) DLJMC is
not the owner of the servicing rights with respect to any such Mortgage Loans on the Optional
Termination Date and (b) SPS has not given notice to the Trust Administrator pursuant to Section
11.02(a) above.
(c) No later than fifteen (15) days prior to the first day of the Optional Termination Notice Period, the
Trust Administrator shall provide notice to each Servicer that is a servicer of any of the Mortgage Loans in
the related Loan Group(s) of the identity of the Terminating Entity for such Loan Group(s).
SECTION 11.03. Procedure Upon Optional Termination or Terminating Auction Sale.
(a) In case of any Optional Termination, the Terminating Entity shall, no later than ten (10) days prior
to the first day of the Optional Termination Notice Period, notify the Trustee and Trust Administrator of
such Optional Termination Date and of the applicable purchase price of the Mortgage Loans to be purchased.
Upon purchase by the Terminating Entity of any Mortgage Loans pursuant to Section 11.01, the Trust
Administrator shall notify each Servicer that is servicing any of such Mortgage Loans of such purchase.
(b) Any purchase of the Mortgage Loans by the Terminating Entity shall be made on an Optional Termination
Date by deposit of the applicable purchase price into the Certificate Account, as applicable, before the
Distribution Date on which such purchase is effected. Upon receipt by the Trust Administrator of an
Officer's Certificate of the Terminating Entity certifying as to the deposit of such purchase price into the
Certificate Account, the Trustee, the Trust Administrator and each co-trust administrator and separate trust
administrator, if any, then acting as such under this Agreement, shall, upon request and at the expense of
the Terminating Entity execute and deliver all such instruments of transfer or assignment, in each case
without recourse, as shall be reasonably requested by the Terminating Entity to vest title in the Terminating
Entity in the Mortgage Loans so purchased and shall transfer or deliver to the Terminating Entity the
purchased Mortgage Loans. Any distributions on the Mortgage Loans which have been subject to an Optional
Termination received by the Trust Administrator subsequent to (or with respect to any period subsequent to)
the Optional Termination Date shall be promptly remitted by it to the Terminating Entity.
(c) Any purchase of the Trust Collateral by the related Terminating Auction Purchaser shall be made on an
Terminating Auction Date by receipt of the Trust Administrator of the related Mortgage Loan Terminating
Auction Price from the Terminating Auction Purchaser, and deposit of such Mortgage Loan Terminating Auction
Price into the Certificate Account by the Trust Administrator before the Distribution Date on which such
purchase is effected. Upon deposit of such purchase price into the Certificate Account, the Trustee and the
Trust Administrator and each co-trust administrator and separate trust administrator, if any, then acting as
such under this Agreement, shall, upon request and at the expense of the Terminating Auction Purchaser
execute and deliver all such instruments of transfer or assignment, in each case without recourse, as shall
be reasonably requested by the Terminating Auction Purchaser to vest title in the Terminating Auction
Purchaser in the Trust Collateral so purchased and shall transfer or deliver to the Terminating Auction
Purchaser the purchased Trust Collateral.
(d) Notice of the Distribution Date on which the Trust Administrator anticipates that the final
distribution shall be made on a Class of Certificates (whether upon Optional Termination, Terminating Auction
Sale or otherwise), shall be given promptly by the Trust Administrator by first class mail to Holders of the
affected Certificates. Such notice shall be mailed no earlier than the 15th day and not later than the 10th
day preceding the applicable Optional Termination Date, Terminating Auction Date or date of final
distribution, as the case may be. Such notice shall specify (i) the Distribution Date upon which final
distribution on the affected Certificates will be made upon presentation and surrender of such Certificates
at the office or agency therein designated, (ii) the amount of such final distribution and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable, such distribution being made
only upon presentation and surrender of such Certificates at the office or agency maintained for such
purposes (the address of which shall be set forth in such notice).
(e) In the event that any Certificateholders shall not surrender Certificates for cancellation within six
months after the date specified in the above mentioned written notice, the Trust Administrator shall give a
second written notice to the remaining such Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within six months after the second
notice all the Certificates shall not have been surrendered for cancellation, the Trust Administrator may
take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets which remain subject to the Trust Fund.
(f) Notwithstanding anything to the contrary herein, the occurrence of an Optional Termination or
Terminating Auction Sale shall be subject to, and shall in no way adversely affect the right of Xxxxx Fargo
to continue servicing and collecting its Servicing Fee for any Xxxxx Fargo Serviced Mortgage Loan that
remains outstanding at the time of such Optional Termination or Terminating Auction Sale.
SECTION 11.04. Additional Termination Requirements.
(a) In the event the Terminating Entity exercises its purchase option pursuant to Section 11.01(A) or a
Terminating Auction Sale shall have occurred pursuant to Section 11.01(c), the related subsidiary REMIC shall
be terminated in accordance with the following additional requirements, unless the Trustee and the Trust
Administrator have received an Opinion of Counsel to the effect that the failure to comply with the
requirements of this Section will not (i) result in the imposition of taxes on a "prohibited transaction" of
any REMIC created hereunder, as described in Section 860F of the Code, or (ii) cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) within 90 days prior to the final Distribution Date set forth in the notice given by Terminating
Entity under Section 11.03, the Holder of the Residual Certificates shall adopt a plan of complete
liquidation for the related REMIC; and
(ii) at or after the time of adoption of any such plan of complete liquidation for such REMIC and at or
prior to the final Distribution Date, the Trustee shall sell all of the assets of such REMIC to the
Depositor for cash.
(b) Upon the exercise of an Optional Termination by the Terminating Entity or upon the occurrence of a
Terminating Auction Sale in respect of either REMIC I or REMIC II, as applicable, pursuant to paragraph
(a) of this Section, followed by the exercise of an Optional Termination by the Terminating Entity or upon the
occurrence of a Terminating Auction Sale in respect of the remaining subsidiary REMIC (the "Remaining
Subsidiary REMIC") pursuant to Section 11.01, each remaining REMIC shall be terminated in accordance with the
following additional requirements, unless the Trustee and the Trust Administrator have received an Opinion of
Counsel to the effect that the failure to comply with the requirements of this Section will not (i) result in
the imposition of taxes on a "prohibited transaction" of a REMIC, as described in Section 860F of the Code,
or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) concurrently with the adoption of the plan of complete liquidation of the Remaining Subsidiary REMIC,
as set forth in paragraph (a) of this Section, the Holder of the Residual Certificates, as applicable,
shall adopt a plan of complete liquidation of each remaining REMIC; and
(ii) at or after the time of adoption of any such plan of complete liquidation for each such remaining
REMIC, at or prior to the final Distribution Date of the Remaining Subsidiary REMIC to be terminated,
the Trustee shall sell all of the assets of each such remaining REMIC to the Depositor for cash.
(c) By its acceptance of a Residual Certificate, the Holder thereof hereby agrees to adopt such a plan of
complete liquidation and to take such other action in connection therewith as may be reasonably required to
liquidate and otherwise terminate any REMIC created pursuant to this Agreement.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. Amendment.
(a) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Servicers,
the Back-Up Servicer, the Special Servicer, the Seller, the Trust Administrator and the Trustee, without the
consent of any of the Certificateholders,
(i) to cure any error or ambiguity,
(ii) to correct or supplement any provisions herein that may be inconsistent with any other provisions
herein or in the Prospectus Supplement,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable
to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any federal income tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has
received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition of any such federal
income tax and (B) such action will not adversely affect the status of the Trust Fund as a REMIC or
adversely affect in any material respect the interests of any Certificateholder,
(iv) in connection with the appointment of a successor servicer, to modify, eliminate or add to any of the
servicing provisions, provided the Rating Agencies confirm the rating of the Certificates, or
(v) to make any other provisions with respect to matters or questions arising under this Agreement that
are not materially inconsistent with the provisions of this Agreement, provided that such action shall
not adversely affect in any material respect the interests of any Certificateholder or cause an
Adverse REMIC Event. Any Amendment pursuant to Section 12.01(a)(v) shall not be deemed to adversely
affect in any material respect the interests of any Certificateholder if a letter is obtained from
each Rating Agency stating that such amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates.
(b) Except as provided in Section 12.01(c), this Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Servicers, the Back-Up Servicer, the Special Servicer, the Seller, the
Trust Administrator and the Trustee with the consent of the Holders of Certificates evidencing, in the
aggregate, not less than 66 2/3% of the Voting Rights of all the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of the Certificates; provided, however, that no such
amendment may (i) reduce in any manner the amount of, delay the timing of or change the manner in which
payments received on or with respect to Mortgage Loans are required to be distributed with respect to any
Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Holders of a Class of Certificates in a manner other than as set forth in
(i) above without the consent of the Holders of Certificates evidencing not less than 66 2/3% of the Voting
Rights of such Class, (iii) reduce the aforesaid percentages of Voting Rights, the holders of which are
required to consent to any such amendment without the consent of 100% of the Holders of Certificates of the
Class affected thereby, (iv) change the percentage of the Stated Principal Balance of the Mortgage Loans
specified in Section 11.01(a) relating to optional termination of the Trust Fund, (v) change the percentage
of the Stated Principal Balance of the Mortgage Loans specified in Sections 11.01(d) or (e) relating to a
Terminating Auction Sale, or (vi) modify the provisions of this Section 12.01.
It shall not be necessary for the consent of Certificateholders under this Section to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trust
Administrator may prescribe.
(c) This Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Servicers, the Back-Up Servicer, the Trust Administrator and the Trustee for the purpose of
making one or more REMIC elections with respect to one or more Classes of Certificates delivered to the
Trustee and issuing one or more additional classes of certificates representing interests in the Classes of
Certificates delivered to the Trustee; provided, however, such amendment shall require the consent of 100% of
the Holders of the Certificates of the Class or Classes delivered to the Trust Administrator and such
amendment shall not cause an Adverse REMIC Event.
(d) Promptly after the execution of any amendment to this Agreement, the Trust Administrator shall furnish
written notification of the substance of such amendment to each Certificateholder, and the Rating Agencies.
(e) Prior to the execution of any amendment to this Agreement, each of the Trustee and the Trust
Administrator shall receive and be entitled to conclusively rely on an Opinion of Counsel (at the expense of
the Person seeking such amendment) stating that the execution of such amendment is authorized and permitted
by this Agreement. The Trustee and the Trust Administrator may, but shall not be obligated to, enter into
any such amendment which affects the Trustee's or the Trust Administrator's own rights, duties or immunities
under this Agreement.
(f) The Master Servicer and the Trust Administrator may consent to any amendment of a Designated Servicing
Agreement to make any other provisions with respect to matters or questions arising under such Designated
Servicing Agreement or this Agreement that are not materially inconsistent with the provisions of such
Designated Servicing Agreement and this Agreement, provided that such action shall not adversely affect in
any material respect the interests of any Certificateholder or cause an Adverse REMIC Event. Any amendment
pursuant to this Section 12.01(f) shall not be deemed to adversely affect in any material respect the
interests of any Certificateholders if a letter is obtained from each Rating Agency stating that such
amendment would not result in the downgrading or withdrawal of the respective ratings then assigned to the
Certificates.
(g) Neither the Master Servicer nor the Trust Administrator shall consent to any amendment of a Designated
Servicing Agreement which shall adversely affect in any material respect the interests of the Holders of a
Class of Certificates without the consent of the Holders of Certificates evidencing not less than 66-2/3% of
the Voting Rights of such Class.
It shall not be necessary for the consent of Certificateholders under this Section to approve
the particular form of any proposed amendment of a Designated Servicing Agreement, but it shall be sufficient
if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
Promptly after the execution of any amendment to a Designated Servicing Agreement pursuant to
this Section 12.01(f) or (g), the Trust Administrator shall furnish, upon written notice of such amendment,
written notification of the substance of such amendment to each Certificateholder, and the Rating Agencies.
(h) Notwithstanding any other provision of this Agreement, no amendment shall be made affecting the rights
of the Holders of the Class P Certificates to receive Assigned Prepayment Premiums, including any amendment
to Section 3.23, without the consent of 100% of the Holders of the Class P Certificates.
SECTION 12.02. Recordation of Agreement; Counterparts.
(a) This Agreement (other than Schedule I) is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any or all of the
Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere. Such
recordation, if any, shall be effected by the Depositor at its expense, but only upon direction by the
Trustee (acting at the direction of the holders of Certificates evidencing a majority of the aggregate Class
Principal Balance) accompanied by an Opinion of Counsel (at the Depositor's expense) to the effect that
non-recordation materially and adversely affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other
purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same
instrument.
SECTION 12.03. Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 12.04. Intention of Parties.
(a) It is the express intent of the Depositor, the Seller, the Master Servicer, the Special Servicer, the
Servicers, the Trust Administrator and the Trustee that (i) the conveyance by DLJMC of the Mortgage Loans to
the Depositor pursuant to the Assignment and Assumption Agreement and (v) the conveyance by the Depositor to
the Trustee as provided for in Section 2.01 of each of the Seller's and Depositor's right, title and interest
in and to the Mortgage Loans be, and be construed as, an absolute sale and assignment by DLJMC to the
Depositor and by the Depositor to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that any conveyance be deemed to be a pledge of the Mortgage
Loans by DLJMC to the Depositor or by the Depositor to the Trustee to secure a debt or other obligation.
However, in the event that the Mortgage Loans are held to be property of DLJMC or the Depositor, as
applicable, or if for any reason the Assignment and Assumption Agreement or this Agreement is held or deemed
to create a security interest in the Mortgage Loans, then it is intended that (i) this Agreement shall also
be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the conveyances
provided for in Section 2.01 shall be deemed to be a grant by the Seller and the Depositor to the Trustee on
behalf of the Certificateholders, to secure payment in full of the Secured Obligations (as defined below), of
a security interest in all of the Seller's and the Depositor's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to the Mortgage Loans,
including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the
related Mortgage Files, and all accounts, contract rights, general intangibles, chattel paper, instruments,
documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and
uncertificated securities consisting of, arising from or relating to (A) the Mortgage Loans, including with
respect to each Mortgage Loan, the Mortgage Note and related Mortgage, and all other documents in the related
Trustee Mortgage Files, and including any Qualified Substitute Mortgage Loans; (B) pool insurance policies,
hazard insurance policies and any bankruptcy bond relating to the foregoing, if applicable; (C) the
Certificate Account; (D) the Collection Account; (E) all amounts payable after the Cut-off Date to the
holders of the Mortgage Loans in accordance with the terms thereof; (F) all income, payments, proceeds and
products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held or invested in the
Certificate Account, whether in the form of cash, instruments, securities or other property; and (G) all cash
and non-cash proceeds of any of the foregoing; (iii) the possession by the Trustee or any other agent of the
Trustee of Mortgage Notes or such other items of property as constitute instruments, money, documents,
advices of credit, letters of credit, goods, certificated securities or chattel paper shall be deemed to be a
"possession by the secured party," or possession by a purchaser or a person designated by him or her, for
purposes of perfecting the security interest pursuant to the Uniform Commercial Code (including, without
limitation, Sections 9-313, 8-313 or 8-321 thereof); and (iv) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, securities
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security
interest under applicable law. "Secured Obligations" means (i) the rights of each Certificateholder to be
paid any amount owed to it under this Agreement and (ii) all other obligations of the Seller and the
Depositor under this Agreement and the Assignment and Assumption Agreement.
(b) The Seller and the Depositor, and, at the Depositor's direction, the Master Servicer or the Servicers,
the Trustee and the Trust Administrator, shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the other property described above, such security interest would be deemed
to be a perfected security interest of first priority as applicable. The Depositor shall prepare and file,
at the related Servicer's expense, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in or lien on the Mortgage Loans, including without limitation (i) continuation statements,
and (ii) such other statements as may be occasioned by any transfer of any interest of the Master Servicer or
any Servicer or the Depositor in any Mortgage Loan.
SECTION 12.05. Notices.
In addition to other notices provided under this Agreement, the Trust Administrator shall
notify the Rating Agencies and the Back-Up Servicer in writing: (a) of any substitution of any Mortgage Loan;
(b) of any payment or draw on any insurance policy applicable to the Mortgage Loans; (c) of the final payment
of any amounts owing to a Class of Certificates; (d) any Event of Default under this Agreement; and (e) in
the event any Mortgage Loan is purchased in accordance with this Agreement.
All directions, demands and notices hereunder shall be in writing and shall be deemed to have
been duly given when received (i) in the case of the Depositor, Credit Suisse First Boston Mortgage
Securities Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx (with a copy
to DLJ Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx
Xxxx); (ii) in the case of the Trustee, the Corporate Trust Office, Attention: Xxxxxxx X. Xxxxxxxx, or such
other address as may hereafter be furnished to the Depositor in writing by the Trustee; (iii) in the case of
DLJMC, 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx (with a copy to DLJ
Mortgage Acceptance Corp., 00 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxx), or
such other address as may be hereafter furnished to the Depositor and the Trustee by DLJMC in writing;
(iv) in the case of Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Xxxxxxxxx Xxxxxxxxx; (v) in the case of Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx
Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; (vi) in the case of SPS, 0000 Xxxxx Xxxx Xxxxxx,
Xxxx Xxxx Xxxx, Xxxx 00000, Attention: Xxxxxx Xxxxx, with a copy to 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx,
Xxxx 00000, Attention: General Counsel; (vii) in the case of Ocwen, 1661 Worthington Road, Xxxxxxxxxx Xxxx,
Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, Attention: Secretary; (viii) in the case of JPMorgan, Chase Home
Finance, 0000 Xxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000, Attention: Xxxxx Xxxxxxx; (ix) in the case of Xxxxx Fargo,
as Master Servicer, Corporate Trust Office, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000,
Attention: CSFB ARMT 2005-11 or such other address as may be hereafter furnished to the Depositor or the
Trustee in writing by Xxxxx Fargo; (x) in the case of the Trust Administrator, the Corporate Trust Office;
(xi) in the case of the Special Servicer, 00000 XX Xxxxxxxx Xxx, Xxxxxxxxx, XX 00000, Attention: Xxxxx
Xxxxxxxx, (xii) in the case of Xxxxx Fargo, with respect to servicing issues, Xxxxx Xxxxx Xxxx, X.X., 0 Xxxx
Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: Xxxx X. Xxxxx, MAC-X2401-042, Fax: (000) 000-0000, and with
respect to all other issues, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000,
Attention: Xxxx X. Xxxxxxxx, MAC-X3902-02X, Fax: (000) 000-0000, in each case with a copy to Xxxxx Xxxxx
Xxxx, X.X., 0 Xxxx Xxxxxx, Xxx Xxxxxx, Xxxx 00000-0000, Attention: General Counsel, MAC-X2401-06T, or such
other address as may be hereafter furnished in writing by Xxxxx Fargo and (xiii) in the case of Dominion Bond
Rating Service, Inc., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notices to Certificateholders shall be deemed
given when mailed, first class postage prepaid.
SECTION 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the
rights of the Holders thereof.
SECTION 12.07. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate this Agreement
or the Trust Fund, nor entitle such Certificateholder's legal representative or heirs to claim an accounting
or to take any action or commence any proceeding in any court for a petition or winding up of the Trust Fund,
or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
No Certificateholder shall have any right to vote (except as provided herein) or in any manner
otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto,
nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue or by availing itself of any provisions of
this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, unless such Holder previously shall have given to the Trust Administrator a written notice
of an Event of Default and of the continuance thereof, as provided herein, and unless the Holders of
Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have
made written request upon the Trust Administrator to institute such action, suit or proceeding in its own
name as Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable
indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby,
and the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the
Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder or to enforce any right under this Agreement, except in the
manner herein provided and for the common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 12.07, each and every Certificateholder and the Trust
Administrator shall be entitled to such relief as can be given either at law or in equity.
SECTION 12.08. Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall not be personally liable for
obligations of the Trust Fund, that the interests in the Trust Fund represented by the Certificates shall be
nonassessable for any reason whatsoever, and that the Certificates, upon due authentication thereof by the
Trust Administrator pursuant to this Agreement, are and shall be deemed fully paid.
SECTION 12.09. Protection of Assets.
Except for transactions and activities entered into in connection with the securitization that
is the subject of this agreement, the trust created by this agreement is not authorized and has no power to:
(i) borrow money or issue debt;
(ii) merge with another entity, reorganize, liquidate or sell assets; or
(iii) engage in any business or activities.
Each party to this agreement agrees that it will not file an involuntary bankruptcy petition
against the Trust Fund or initiate any other form of insolvency proceeding until 366 days after the
Certificates have been paid.
SECTION 12.10. Non-Solicitation.
From and after the date of this Agreement, each of the Depositor, the Seller, the Master
Servicer, the Servicers, the Trust Administrator and the Trustee agrees that it will not take any action or
permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors
on any such party's behalf, to personally, by telephone, by mail, or electronically by e-mail or through the
Interest or otherwise, solicit the borrower or obligor under any Mortgage Loan to refinance the Mortgage
Loan, in whole or in part. Notwithstanding the foregoing, it is understood and agreed that promotions
undertaken by the Depositor, the Seller, the Master Servicer, any Servicer, the Trust Administrator or the
Trustee or any affiliate of any such party that originates mortgage loans in the normal course, which are
directed to the general public at large, or segments thereof, including, without limitation, mass mailings
based on commercially acquired mailing lists or newspaper, radio and television advertisements shall not
constitute solicitation under this Section 12.10, provided, that no segment of the general public shall
consist primarily of the borrowers or obligors under the Mortgage Loans. None of the Depositor, the Seller,
the Master Servicer, a Servicer, the Trust Administrator or the Trustee shall permit the sale of the name of
any Mortgagor or any list of names that consist primarily of the Mortgages to any Person.
ARTICLE XIII
SPS AND THE MASTER SERVICER
SECTION 13.01. Reports and Notices.
(a) SPS shall provide the Master Servicer the following notices and reports in a timely manner and such
notices and reports shall be prepared using the same methodology and calculations used in its standard
servicing reports to the Master Servicer. SPS shall send all such notices and reports to the Master Servicer
in a format used for its standard servicing reports. SPS agrees to provide the Master Servicer with
read-only access to those portions of its default management and servicing platform that relate to the SPS
Mortgage Loans.
(i) All SPS Mortgage Loans - On each Data Remittance Date, commencing in November 2005, SPS shall provide
the Master Servicer a report of each SPS Mortgage Loan indicating the information contained in
Exhibit P for the period relating to the related Distribution Date.
(ii) Liquidated Mortgage Loans - On each Data Remittance Date SPS shall provide the Master Servicer with a
report listing each SPS Mortgage Loan that has liquidated or been satisfied in full indicating the
information, or information substantially similar to the information, contained in Exhibit P together
with all supporting documentation for the prior calendar month.
(iii) Mortgage Guaranty Insurance Policy Claims - Where applicable, SPS shall provide the Master Servicer
with copies of all claims filed under any Mortgage Guaranty Insurance Policy and the actual amount
paid, together with the explanation of benefits ("EOB") for each claim filed under any Mortgage
Guaranty Insurance Policy in respect of a SPS Mortgage Loan. SPS shall remit the related Insurance
Proceeds within five (5) Business Days after their receipt, submit to the Master Servicer a
foreclosure settlement statement substantially in the form attached hereto as Exhibit Q and agrees not
to deduct any related expenses prior to the Master Servicer's approval of the related foreclosure
settlement statement.
(iv) Loss and Delinquency Test - SPS shall provide the Master Servicer with all information required for
calculating the Loss and Delinquency Test, including but not limited to:
(A) Loan level and aggregate Stated Principal Balance of all SPS Mortgage Loans 61-90 days delinquent
including any loan(s) delinquent on a bankruptcy plan;
(B) Loan level and aggregate Stated Principal Balance of all SPS Mortgage Loans 91 days and greater (that
are not in foreclosure) including any loan(s) delinquent on a bankruptcy plan;
(C) Loan level and aggregate Stated Principal Balance of all SPS Mortgage Loans that are active
foreclosures;
(D) Loan level and aggregate Stated Principal Balance of all SPS Mortgage Loans that are active REOs; and
(E) Due dates for all SPS Mortgage Loans reported under the categories listed above in (A) through (D).
(b) SPS shall make its servicing personnel available during normal business hours to respond, either
orally or in writing by facsimile transmission, express mail, or electronic mail, to reasonable inquiries
transmitted by the Master Servicer with respect to any SPS Mortgage Loan, provided that SPS shall only be
required to provide information that is readily accessible and available to its servicing personnel.
SECTION 13.02. Master Servicer's Oversight With Respect to the SPS Mortgage Loans.
(a) The Master Servicer shall be permitted to provide SPS with advice, reports and recommendations
regarding SPS's collection efforts and the management of specific SPS Mortgage Loans, which advice may be
made in writing, in the form of electronic mail or verbally. Such advice shall be based on an evaluation of
the information provided pursuant to Section 13.01(a). The advice may include comparable analysis of the
performance of the SPS Mortgage Loans with similar mortgage loans serviced by other mortgage loan servicers.
Such advice may also take the form of benchmark comparisons that identify and interpret SPS's strengths and
weaknesses relative to similar, unidentified servicers in the industry.
(b) Each party to the Agreement acknowledges that the Master Servicer's advice is made in the form of
recommendations, and that the Master Servicer does not have the right to direct SPS in performing its duties
under this Agreement. SPS may, after review and analysis of any recommendation of the Master Servicer accept
or reject such advice, in SPS's sole discretion, subject to the duties and obligations of SPS set forth in
this Agreement.
SECTION 13.03. Termination.
The rights and obligations of the Master Servicer under Sections 13.01 and 13.02 of this
Agreement shall terminate upon the earlier of (i) the appointment of a successor Servicer to SPS hereunder
for all the SPS Mortgage Loans or (ii) the receipt by SPS of a rating of "above average" (or its equivalent)
or better as a servicer of subprime mortgage loans by each Rating Agency that maintains a servicer rating
system and a Rating on the Certificates.
SECTION 13.04. Liability and Indemnification.
Neither the Master Servicer, nor any of its respective directors, officers, employees, or
agents shall be under any liability for any action taken or for refraining from the taking of any action in
good faith pursuant to Sections 13.01 and 13.02 of this Agreement or for errors in judgment; provided,
however, that this provision shall not protect the Master Servicer or any such other Person against any
liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in
the performance of duties or by reason of disregard of obligations and duties hereunder. The Master Servicer
and any director, officer, employee, or agent thereof shall be entitled to rely in good faith on any document
of any kind prima facie properly executed and submitted by any Person respecting any matters arising
hereunder.
SECTION 13.05. Confidentiality.
The Master Servicer agrees that all material, nonpublic information supplied to it by or on
behalf of SPS relating to the SPS Serviced Mortgage Loans or details of SPS's operations or SPS's proprietary
systems shall be treated confidentially except as otherwise provided by the terms of this Agreement or as
required by law; it being understood that the provision of any such information by the Master Servicer to any
party shall not cause such information to be considered public for purposes of this Section 13.05. The
Master Servicer shall indemnify SPS against any loss, liability, claims, charges, damages, fines, penalties,
judgments, actions, suits, costs and such other expenses incurred by SPS as a result of a breach by the
Master Servicer of its obligations under this Section 13.05.
IN WITNESS WHEREOF, the Depositor, the Seller, the Trust Administrator, the Master Servicer,
the Back-Up Servicer, the Trustee, the Special Servicer and the Servicers have caused their names to be
signed hereto by their respective officers thereunto duly authorized all as of the date first written above.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as Depositor
By:______________________________________
Name:
Title:
DLJ MORTGAGE CAPITAL, INC.,
as Seller
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as Trust Administrator, as Master Servicer and as Back-Up Servicer
By:______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:______________________________________
Name:
Title:
XXXXX FARGO BANK, N.A.,
as a Servicer
By:______________________________________
Name:
Title:
SELECT PORTFOLIO SERVICING, INC.,
as a Servicer and Special Servicer
By:______________________________________
Name:
Title:
JPMORGAN CHASE BANK, N.A.,
as a Servicer
By:______________________________________
Name:
Title:
OCWEN LOAN SERVICING, LLC,
as a Servicer
By:______________________________________
Name:
Title:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this __ day of October, 2005, before me, personally appeared _____________, known to me to be a Vice
President of Credit Suisse First Boston Mortgage Securities Corp., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the __ day of October, 2005, before me, personally appeared ____________, known to me to be a Vice
President of DLJ Mortgage Capital, Inc., one of the corporations that executed the within instrument and also
known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF _____________)
: ss.:
COUNTY OF _____________)
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of SPS, the Utah corporation that executed the
within instrument and also known to me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking
association that executed the within instrument and also known to me to be the person who executed it on
behalf of said national banking association, and acknowledged to me that such banking corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking
association that executed the within instrument and also known to me to be the person who executed it on
behalf of said national banking association, and acknowledged to me that such banking corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking
association that executed the within instrument and also known to me to be the person who executed it on
behalf of said national banking association, and acknowledged to me that such banking corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF )
: ss.:
COUNTY OF )
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Xxxxx Fargo Bank, N.A., the national banking
association that executed the within instrument and also known to me to be the person who executed it on
behalf of said national banking association, and acknowledged to me that such banking corporation executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of U.S. Bank National Association, the national
banking association that executed the within instrument and also known to me to be the person who executed it
on behalf of said national banking association, and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF _____________)
: ss.:
COUNTY OF _____________)
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of JPMorgan Chase Bank, N.A., the national
banking association that executed the within instrument and also known to me to be the person who executed it
on behalf of said national banking association, and acknowledged to me that such limited partnership executed
the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
STATE OF _____________)
): ss.:
COUNTY OF _____________)
On the _____ day of October, 2005 before me, a Notary Public in and for said State, personally appeared
____________________, known to me to be a __________________ of Ocwen Loan Servicing, LLC, the company that
executed the within instrument and also known to me to be the person who executed it on behalf of said
company, and acknowledged to me that such limited partnership executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
Notary Public
[NOTARIAL SEAL]
EXHIBIT A
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Pass-Through Rate : Variable
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class [__]-A-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the
above-referenced Class with respect to a Trust Fund consisting primarily of a pool of
adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly,
the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor,
the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator or the Trustee
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations
of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among Credit Suisse First Boston
Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as
a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust administrator, master servicer, servicer and
back-up servicer, U.S. Bank National Association, as trustee, and Select Portfolio Servicing, Inc., as a
servicer and as special servicer. To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: ___________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT B
FORM OF CLASS [__]-M CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Pass-Through Rate : Variable
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class [__]-M-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the
above-referenced Class with respect to a Trust Fund consisting primarily of a pool of
adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly,
the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor,
the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator or the Trustee
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that CEDE & CO., is the registered owner of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations
of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with
respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among Credit Suisse First Boston
Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as
a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust administrator, master servicer, servicer and
back-up servicer, U.S. Bank National Association, as trustee, and Select Portfolio Servicing, Inc., as a
servicer and as special servicer. To the extent not defined herein, the capitalized terms used herein have
the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT C
FORM OF CLASS [__]-B CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN.]
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT
BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A
PLAN OR ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT
OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH
REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS
CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN
THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR
ARRANGEMENT OR PERSON USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUSTEE
OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE
VOID AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
Percentage Interest : 100%
CUSIP :
Pass-Through Rate : Variable
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class [__]-B-[__]
evidencing a percentage interest in the distributions allocable to the Certificates of the
above-referenced Class with respect to a Trust Fund consisting primarily of a pool of
adjustable rate conventional mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trustee or the Trust
Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital,
Inc., as a seller, Washington Mutual Bank, as a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust
administrator, master servicer, servicer and back-up servicer, U.S. Bank National Association, as trustee,
and Select Portfolio Servicing, Inc., as a servicer and as special servicer. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
[For [__]-B-4, [__]-B-5 and [__]-B-6 only] [No transfer of this Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under said Act and such laws. In the
event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in
order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each certify to the Trust
Administrator in writing the facts surrounding the transfer and (i) deliver a letter in substantially the
form of either Exhibit L and either (A) Exhibit M 1, provided that all of the Certificates of the Class shall
be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M-2 or
(ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of
Counsel that such transfer may be made pursuant to an exemption from the Securities Act. The Holder hereof
desiring to affect such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.]
Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA-Restricted Certificate shall be
made unless the Trustee shall have received either (i) a representation letter from the transferee of such
ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator or
the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA-Restricted Certificate has been
the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance company general account" (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the
case of any such ERISA-Restricted Certificate presented for registration in the name of an employee benefit
plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or
a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor,
the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or
the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished,
such representation shall be deemed to have been made to the trustee by the transferee's acceptance of an
ERISA-Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in
book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is
attempted without the delivery to the Trustee of the Opinion of Counsel described above, the attempted
transfer or acquisition of this certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT D-1
FORM OF CLASS AR CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF "RESIDUAL INTERESTS"
ISSUED BY "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS
TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR
ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR ARRANGEMENT.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO THE CODE SHALL BE VOID AND OF NO
EFFECT.
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Pass-Through Rate : Variable
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class AR
evidencing a percentage interest in the distributions allocable to the Class AR Certificates
with respect to a Trust Fund consisting primarily of a pool of adjustable rate conventional
mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential
properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly,
the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This
Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor,
the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trustee or the Trust Administrator
referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that Credit Suisse First Boston LLC, is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of
the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller,
Washington Mutual Bank, as a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust administrator, master
servicer, servicer and back-up servicer, U.S. Bank National Association, as trustee, and Select Portfolio
Servicing, Inc., as a servicer and as special servicer. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon
presentment and surrender of this Class AR Certificate at the Corporate Trust Office or the office or agency
maintained by the Trust Administrator in New York, New York.
Pursuant to Section 6.02(f) of the Agreement, no transfer of this Residual Certificate shall be made
unless the Trustee shall have received a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of
the Code, or a person using the assets of any such plan or arrangement which representation letter shall not
be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations
referred to in the preceding sentence are not furnished, such representation shall be deemed to have been
made to the Trustee by the transferee's acceptance of this Residual Certificate or by any beneficial owner
who purchases an interest in this Certificate in book-entry form. In the event that a representation is
violated, or any attempt to transfer this Residual Certificate to a plan or arrangement or person using a
plan's or arrangement's assets is attempted, the attempted transfer or acquisition of this Certificate shall
be void and of no effect.
Each Holder of this Class AR Certificate will be deemed to have agreed to be bound by the restrictions
of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class AR Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Class AR Certificate may be transferred without delivery to the Trust Administrator of a transfer
affidavit of the initial owner or the proposed transferee in the form described in the Agreement, (iii) each
person holding or acquiring any Ownership Interest in this Class AR Certificate must agree to require a
transfer affidavit from any other person to whom such person attempts to Transfer its Ownership Interest in
this Class AR Certificate as required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class AR Certificate must agree not to transfer an Ownership Interest in this
Class AR Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee
and (v) any attempted or purported transfer of any Ownership Interest in this Class AR Certificate in
violation of such restrictions will be absolutely null and void and will vest no rights in the purported
transferee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT D-2
FORM OF CLASS AR-L CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS
TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE
TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR ARRANGEMENT, OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR
ARRANGEMENT. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS
CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO THE CODE SHALL
BE VOID AND OF NO EFFECT.
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Certificate Balance
of this Certificate
("Denomination") :
Initial Certificate Balances
of all Certificates
of this Class :
CUSIP :
Pass-Through Rate : Variable
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class AR-L
evidencing a percentage interest in the distributions allocable to the Class AR-L Certificates
with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage
loans (the "Mortgage Loans") secured by first liens on one- to four-family residential
properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
Principal in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth
herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Servicer, the Trustee or the Trust Administrator referred to
below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
or insured by any governmental agency or instrumentality.
This certifies that [__________________________________], is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital,
Inc., as a seller, Washington Mutual Bank, as a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust
administrator, master servicer, servicer and back-up servicer, U.S. Bank National Association, as trustee,
and Select Portfolio Servicing, Inc., as a servicer and as special servicer. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only
upon presentment and surrender of this Class AR-L Certificate at the Corporate Trust Office or the office or
agency maintained by the Trust Administrator in New York, New York.
Pursuant to Section 6.02(f) of the Agreement, no transfer of this Residual Certificate shall be made
unless the Trustee shall have received a representation letter from the transferee of such Certificate,
acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of
the Code, or a person using the assets of any such plan or arrangement which representation letter shall not
be an expense of the Trustee, the Trust Administrator or the Trust Fund. In the event the representations
referred to in the preceding sentence are not furnished, such representation shall be deemed to have been
made to the Trustee by the transferee's acceptance of this Residual Certificate or by any beneficial owner
who purchases an interest in this Certificate in book-entry form. In the event that a representation is
violated, or any attempt to transfer this Residual Certificate to a plan or arrangement or person using a
plan's or arrangement's assets is attempted, the attempted transfer or acquisition of this Certificate shall
be void and of no effect.
Each Holder of this Class AR-L Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or
acquiring any Ownership Interest in this Class AR-L Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class AR-L Certificate may be transferred without delivery to the Trust
Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form described
in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class AR-L
Certificate must agree to require a transfer affidavit from any other person to whom such person attempts to
Transfer its Ownership Interest in this Class AR-L Certificate as required pursuant to the Agreement, (iv)
each person holding or acquiring an Ownership Interest in this Class AR-L Certificate must agree not to
transfer an Ownership Interest in this Class AR-L Certificate if it has actual knowledge that the proposed
transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership
Interest in this Class AR-L Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose unless manually countersigned by an authorized signatory of the Trust Administrator.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT E
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR
ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH
REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS
CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN
THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR
ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED
WITHOUT THE DELIVERY TO THE TRUSTEE OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR
ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No. : P-1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Percentage Interest : ____%
CUSIP :
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11,
Class P
evidencing a 100% Percentage Interest in the distributions allocable to the Class P
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate
conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trustee or the Trust
Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that _____________________________, is the registered owner of the Percentage Interest
evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of
the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit
Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among Credit
Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller,
Washington Mutual Bank, as a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust administrator, master
servicer, servicer and back-up servicer, U.S. Bank National Association, as trustee, and Select Portfolio
Servicing, Inc., as a servicer and as special servicer. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective
registration statement under the Securities Act and any applicable state securities laws or is exempt from
the registration requirements under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust Administrator in writing the facts
surrounding the transfer and (i) deliver a letter in substantially the form of either Exhibit L and either
(A) Exhibit M-1, provided that all of the Certificates of the Class shall be transferred to one investor or
the Depositor otherwise consents to such transfer, or (B) Exhibit M-2 or (ii) there shall be delivered to the
Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA-Restricted Certificate shall be
made unless the Trustee shall have received either (i) a representation letter from the transferee of such
ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator or
the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA-Restricted Certificate has been
the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance company general account" (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the
case of any such ERISA-Restricted Certificate presented for registration in the name of an employee benefit
plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or
a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor,
the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or
the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished,
such representation shall be deemed to have been made to the Trustee by the transferee's acceptance of an
ERISA-Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in
book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is
attempted without the delivery to the Trustee of the Opinion of Counsel described above, the attempted
transfer or acquisition of this certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth following the
signature page hereof, which further provisions shall for all purposes have the same effect as if set forth
at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups
as are specified in the Agreement are less than those percentages set forth in the Agreement, all remaining
Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans may be
purchased as provided in the Agreement. In the event that no such purchase occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property in respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of a certain person named in the Agreement or (ii) the
Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in
the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: _______________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT F
FORM OF CLASS [__]-X CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF A "REGULAR INTEREST" IN
A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT
REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"). ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A
TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN.
PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH
TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA") OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR
ARRANGEMENT, OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN
ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH
REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE BY THE TRANSFEREE'S ACCEPTANCE OF THIS
CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN
THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR
ARRANGEMENT OR PERSON ACTING ON BEHALF OF A PLAN OR USING A PLAN'S OR ARRANGEMENT'S ASSETS IS ATTEMPTED
WITHOUT THE DELIVERY TO THE TRUSTEE OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR
ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.
Certificate No. : 1
Cut-off Date : October 1, 2005
First Distribution Date : November 25, 2005
Initial Notional Amount of this
Certificate ("Denomination") :
Initial Class Notional Amount of
all Certificates of this Class :
Percentage Interest : 100%
CUSIP :
Pass-Through Rate : N/A
Maturity Date : February 2036
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class [__]-X
evidencing a 100% Percentage Interest in the distributions allocable to the Class [__]-X
Certificates with respect to a Trust Fund consisting primarily of a pool of adjustable rate
conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties.
Credit Suisse First Boston Mortgage Securities Corp., as Depositor
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trustee or the Trust
Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the
Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.
This certifies that [_____________________________________________], is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in
certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the "Depositor"). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital,
Inc., as a seller, Washington Mutual Bank, as a seller and as a servicer, Xxxxx Fargo Bank, N.A., as trust
administrator, master servicer, servicer and back-up servicer, U.S. Bank National Association, as trustee,
and Select Portfolio Servicing, Inc., as a servicer and as special servicer. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective
registration statement under the Securities Act and any applicable state securities laws or is exempt from
the registration requirements under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the
Securities Act and such laws, the Certificateholder desiring to effect such transfer and such
Certificateholder's prospective transferee shall each certify to the Trust Administrator in writing the facts
surrounding the transfer and (i) deliver a letter in substantially the form of either Exhibit L and either
(A) Exhibit M 1, provided that all of the Certificates of the Class shall be transferred to one investor or
the Depositor otherwise consents to such transfer, or (B) Exhibit M 2 or (ii) there shall be delivered to the
Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act. The Holder hereof desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and
state laws.
Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA-Restricted Certificate shall be
made unless the Trustee shall have received either (i) a representation letter from the transferee of such
ERISA-Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust
Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to
Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or
arrangement which representation letter shall not be an expense of the Trustee, the Trust Administrator or
the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA-Restricted Certificate has been
the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company
which is purchasing such Certificates with funds contained in an "insurance company general account" (as such
term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the
case of any such ERISA-Restricted Certificate presented for registration in the name of an employee benefit
plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or
a person using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trust
Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited
transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor,
the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or
the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished,
such representation shall be deemed to have been made to the Trustee by the transferee's acceptance of an
ERISA-Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in
book-entry form. In the event that a representation is violated, or any attempt to transfer an
ERISA-Restricted Certificate to a plan or arrangement or person using a plan's or arrangement's assets is
attempted without the delivery to the Trustee of the Opinion of Counsel described above, the attempted
transfer or acquisition of this certificate shall be void and of no effect.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose
unless manually countersigned by an authorized signatory of the Trust Administrator.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups
as are specified in the Agreement are less than those percentages set forth in the Agreement, all remaining
Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans may be
purchased as provided in the Agreement. In the event that no such purchase occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property in respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of a certain person named in the Agreement or (ii) the
Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in
the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be duly executed.
Dated: __________________
XXXXX FARGO BANK, N.A.
as Trust Administrator
By
Countersigned:
By ___________________________
Authorized Signatory of
XXXXX FARGO BANK, N.A.
as Trust Administrator
EXHIBIT G
FORM OF REVERSE OF CERTIFICATES
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Class [__]-[__]-[__]
This Certificate is one of a duly authorized issue of Certificates designated as Credit Suisse First
Boston Mortgage Securities Corp., Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11,
of the Series specified on the face hereof (herein collectively called the "Certificates"), and representing
a beneficial ownership interest in the Trust Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the
funds on deposit in the Certificate Account for payment hereunder and that neither the Trustee nor the Trust
Administrator is liable to the Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement
for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and
the rights, duties and immunities of the Trustee and the Trust Administrator.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month, or,
if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"),
commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to
the Agreement. The Record Date applicable to each Distribution Date is (1) with respect to all Certificates
other than the LIBOR Certificates held in Book-Entry Form on such Distribution Date, the close of business on
the last day of the calendar month preceding the month in which such Distribution Date occurs and (2) with
respect to the LIBOR Certificates held in Book-Entry Form on such Distribution Date, the close of business on
the Business Day immediately preceding such Distribution Date.
Distributions on this Certificate shall be made by wire transfer of immediately available funds to the
account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have so notified the Trust Administrator in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of
payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be
made in like manner, but only upon presentment and surrender of such Certificate at the Corporate Trust
Office or such other location specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Trustee, the Trust Administrator and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Servicers, the
Special Servicer, the Seller, the Trustee and the Trust Administrator with the consent of the Holders of
Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of
this Certificate is registrable in the Certificate Register of the Trust Administrator upon surrender of this
Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by
the Trust Administrator in New York, New York, accompanied by a written instrument of transfer in form
satisfactory to the Trust Administrator and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund
will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations
specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set
forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trust
Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
The Depositor, each Servicer, the Master Servicer, the Seller, the Trustee and the Trust Administrator
and any agent of the Depositor, each Servicer, the Master Servicer, the Seller, the Trustee or the Trust
Administrator may treat the Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Servicers, the Master Servicer, the Seller, the Trustee, the Trust
Administrator or any such agent shall be affected by any notice to the contrary.
On any Distribution Date on which the Stated Principal Balance of Mortgage Loans in such Loan Groups
as are specified in the Agreement are less than those percentages set forth in the Agreement, all remaining
Mortgage Loans in such Loan Groups and all property acquired in respect of such Mortgage Loans may be
purchased as provided in the Agreement. In the event that no such purchase occurs, the obligations and
responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property in respect thereof and the distribution to Certificateholders of all amounts
required to be distributed pursuant to the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of a certain person named in the Agreement or (ii) the
Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having
the latest scheduled maturity date as of the related Cut-off Date. Any term used herein that is defined in
the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of
registration of such Percentage Interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Trust Administrator to issue a new Certificate of a like denomination and Class, to
the above named assignee and deliver such Certificate to the following address:
______________________________________________________________________________
Dated:
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available funds to
,
for the account of ,
account number , or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by, the assignee named above, or, as its agent.
EXHIBIT H-1
FORM OF SERVICER INFORMATION
The following information will be e-mailed to the Master Servicer by each Servicer and to the Trust
Administrator by the Master Servicer:
Servicer Loan Number
Trust Loan Number (if applicable)
Scheduled Net Interest
Scheduled Principal
Curtailment Applied
Curtailment Adjustment
Mortgage Rate
Servicing Fee Rate
P&I Payment
Beginning Scheduled Balance
Ending Scheduled Balance
Ending Actual Principal Balance
Due Date
Prepayment in full Principal
Prepayment in full Net Interest
Prepayment in full Penalty
Delinquencies:
1-30
31-60
61-90
91 +
Foreclosures
REO Properties
Loss Amounts & Loss Types (i.e., Bankruptcy, Excess, Deficient Valuation, Debt Reduction)
Xxxxx Fargo Bank NA
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Client Manager, CSFB ARMT 2005-11
Phone No. 000-000-0000
Fax No. 000-000-0000
[name]
Xxxxx Fargo Bank, N.A.
[address]
Phone No. [________]
Fax No. [________]
[email]
EXHIBIT H-2
FORM OF REALIZED LOSS CALCULATION
XXXXX FARGO BANK, N.A.
Form 332
---------------------------------------------------------------------------------------------------------------
Calculation of Realized Loss
Purpose
To provide the Servicer with a form for the calculation of any Realized Loss (or gain) as a result of a
Mortgage Loan having been foreclosed and Liquidated.
Distribution
The Servicer will prepare the form in duplicate and send the original together with evidence of conveyance of
title and appropriate supporting documentation to the Master Servicer with the Monthly Accounting Reports
which supports the Mortgage Loan's removal from the Mortgage Loan Activity Report. The Servicer will retain
the duplicate for its own records.
Due Date
With respect to any liquidated Mortgage Loan, the form will be submitted to the Master Servicer no later than
the date on which statements are due to the Master Servicer under Section 4.06 of this Agreement (the
"Statement Date") in the month following receipt of final liquidation proceeds and supporting documentation
relating to such liquidated Mortgage Loan; provided, that if such Statement Date is not at least 30 days
after receipt of final liquidation proceeds and supporting documentation relating to such liquidated Mortgage
Loan, then the form will be submitted on the first Statement Date occurring after the 30th day following
receipt of final liquidation proceeds and supporting documentation.
Preparation Instructions
The numbers on the form correspond with the numbers listed below.
1. The actual Unpaid Principal Balance of the Mortgage Loan.
2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all
delinquent payments had been made as agreed.
3-7. Complete as necessary. All line entries must be supported by copies of appropriate statements,
vouchers, receipts, canceled checks, etc., to document the expense. Entries not properly documented
will not be reimbursed to the Servicer.
8. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated
on a monthly basis.
10. The total of lines 1 through 9.
Credits
11-17. Complete as necessary. All line entries must be supported by copies of the appropriate claims forms,
statements, payment checks, etc. to document the credit. If the Mortgage Loan is subject to a
Bankruptcy Deficiency, the difference between the Unpaid Principal Balance of the Note prior to the
Bankruptcy Deficiency and the Unpaid Principal Balance as reduced by the Bankruptcy Deficiency should
be input on line 16.
18. The total of lines 11 through 17.
Total Realized Loss (or Amount of Any Gain)
19. The total derived from subtracting line 18 from 10. If the amount represents a realized gain, show
the amount in parenthesis ( ).
X-0-0
XXXXX XXXXX BANK, N.A.
CALCULATION OF REALIZED LOSS
---------------------------------------------------------------------------------------------------------------
XXXXX FARGO BANK, N.A. Trust: ___________________________
Prepared by: __________________ Date: _______________
Phone: ______________________
--------------------- --------------------- ----------------------
Service Loan No. Servicer Name Servicer Address
--------------------- --------------------- ----------------------
XXXXX FARGO BANK, N.A.
Loan No._____________________________
Borrower's Name:________________________________________________________
Property
Address:________________________________________________________________
Liquidation and Acquisition Expenses:
Actual Unpaid Principal Balance of Mortgage $ _______________(1)
Loan
Interest accrued at Net Rate ________________(2)
Attorney's Fees ________________(3)
Taxes ________________(4)
Property Maintenance ________________(5)
MI/Hazard Insurance Premiums ________________(6)
Hazard Loss Expenses ________________(7)
Accrued Servicing Fees ________________(8)
Other (itemize) ________________(9)
_________________________________________ $ _________________
_________________________________________ __________________
_________________________________________ __________________
_________________________________________ __________________
Total Expenses $ ______________(10)
Credits:
Escrow Balance $ ______________(11)
HIP Refund ________________(12)
Rental Receipts ________________(13)
Hazard Loss Proceeds ________________(14)
Primary Mortgage Insurance Proceeds ________________(15)
Proceeds from Sale of Acquired Property ________________(16)
Other (itemize) ________________(17)
_________________________________________ ___________________
_________________________________________ ___________________
Total Credits $________________(18)
Total Realized Loss (or Amount of Gain) $________________(19)
EXHIBIT I
FORM OF TRUST RECEIPT AND INITIAL CERTIFICATION
[_________________, 200_]
U.S. Bank National Association
as Trustee for the
Adjustable Rate Mortgage Trust 2005-11
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
Adjustable Rate Mortgage Trust 2005-11
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of October 1, 2005, among U.S. Bank National Association, as
Trustee, Xxxxx Fargo Bank, N.A., as Trust Administrator, and [_______________], as Custodian.
Ladies and Gentlemen:
In accordance with the provisions of Section 4 of the above-referenced Custodial Agreement, the
undersigned, as the Custodian, hereby certifies as to each Mortgage Loan in the Mortgage Loan Schedule that
(i) it has received the original Mortgage Note and Assignment of Mortgage with respect to each Mortgage Loan
identified on the Mortgage Loan Schedule attached hereto and (ii) such Mortgage Note has been reviewed by it
and appears regular on its face and relates to such Mortgage Loan. The Custodian makes no representations as
to (i) the validity, legality, enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
The Custodian hereby confirms that it is holding each such Mortgage Note, Assignment of
Mortgage and Assignment of Note as agent and bailee of, and custodian for the exclusive use and benefit, and
subject to the sole direction, of the Trustee pursuant to the terms and conditions of the Custodial Agreement.
This Trust Receipt and Initial Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject
hereto upon surrender of this Trust Receipt and Initial Certification at its office at [CUSTODIAN ADDRESS],
Attention: Document Custodian.
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
[_______________________________],
as Custodian
By:
Name:
Title:
EXHIBIT J
FORM OF TRUST RECEIPT AND FINAL CERTIFICATION
[date]
U.S. Bank National Association
as Trustee for the
Adjustable Rate Mortgage Trust 2005-11
Corporate Trust Services/Structured Finance
60 Xxxxxxxxxx Avenue, EP MN WS3D
Xx. Xxxx, Xxxxxxxxx 00000
Xxxxx Fargo Bank, N.A.,
as Trust Administrator and Master Servicer for the
Adjustable Rate Mortgage Trust 2005-11
0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, XX 00000
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Re: Custodial Agreement, dated as of October 1, 2005, among U.S. Bank National Association, as
Trustee, Xxxxx Fargo Bank, N.A., as Trust Administrator, and [____________________], as
Custodian
Ladies and Gentlemen:
In accordance with the provisions of Section [5][6] of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the
attachment hereto) it has reviewed the Custodial Files and has determined that (i) all documents required to
be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement are in its possession; (ii) such
documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan; (iii)
all Assignments of Mortgage or intervening assignments of mortgage, as applicable, have been submitted for
recording in the jurisdictions in which recording is necessary; and (iv) each Mortgage Note has been endorsed
as provided in Section 2(ii) of the Custodial Agreement and each Mortgage has been assigned in accordance
with Section 2(vi) of the Custodial Agreement. The Custodian makes no representations as to (i) the
validity, legality, enforceability, sufficiency, due authorization or genuineness of any of the documents
contained in each Custodial File or of any of the Mortgage Loans or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
The Custodian hereby confirms that it is holding each such Custodial File as agent and bailee
of, and custodian for the exclusive use and benefit, and subject to the sole direction, of Trustee pursuant
to the terms and conditions of the Custodial Agreement.
This Trust Receipt and Final Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the Mortgage Loans subject
hereto upon surrender of this Trust Receipt and Initial Certification at its office at [CUSTODIAN ADDRESS],
Attention: Document Custodian.
Capitalized terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
[_______________________________],
as Custodian
By:
Name:
Title:
EXHIBIT K
FORM OF REQUEST FOR RELEASE
[date]
To: U.S. Bank National Association
In connection with the administration of the Mortgage Loans held by you as Trustee under the
Pooling and Servicing Agreement, dated as of October 1, 2005, among Credit Suisse First Boston Mortgage
Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller
and as a servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank
National Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up
servicer and trust administrator (the "Pooling and Servicing Agreement"), the undersigned hereby requests a
release of the Mortgage File held by you as Trustee with respect to the following described Mortgage Loan for
the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
Reason for requesting file:
____ 1. Mortgage Loan paid in full.
(The Servicer hereby certifies that all amounts received in connection with
the Mortgage Loan have been or will be credited to the Certificate Account
pursuant to the Pooling and Servicing Agreement.)
____ 2. Mortgage Loan repurchased.(The Servicer hereby certifies that the Purchase
Price has been credited to the Certificate Account pursuant to the Pooling
and Servicing Agreement.)
____ 3. The Mortgage Loan is being foreclosed.
____ 4. Other. (Describe)
The undersigned acknowledges that the above Mortgage File will be held by the undersigned in
accordance with the provisions of the Pooling and Servicing Agreement and will be returned, except if the
Mortgage Loan has been paid in full or repurchased (in which case the Mortgage File will be retained by us
permanently) when no longer required by us for such purpose.
Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and
Servicing Agreement.
[NAME OF SERVICER]
By:
Name:
Title:
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
[Trust Administrator]
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that (a) we understand
that the Certificates have not been registered under the Securities Act of 1933, as amended (the "Act"), and
are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any
person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the
extent we are disposing of a Class AR Certificate, we have no knowledge the Transferee is not a Permitted
Transferee.
Very truly yours,
Print Name of Transferor
By:
Authorized Officer
EXHIBIT M-1
FORM OF INVESTMENT LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
[Trust Administrator]
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand
that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in
Regulation D under the Act, and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the
Certificates and all matters relating thereto or any additional information deemed necessary to our decision
to purchase the Certificates, (d) either (i) we are not an employee benefit plan or arrangement that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal
Revenue Code of 1986, as amended, nor are we using the assets of any such plan or arrangement, (ii) we are
providing an Opinion of Counsel which establishes to the reasonable satisfaction of the Trust Administrator
that the purchase and holding of ERISA-Restricted Certificates by, on behalf of or with "plan assets" of such
plan or arrangement will not result in non-exempt prohibited transactions under Section 406 of ERISA or
Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Trust Administrator, the
Master Servicer or any other Servicer to any obligation in addition to those undertaken in this Agreement or
(iii) if, in the case of ERISA-Restricted Certificates that have been the subject of an ERISA-Qualifying
Underwriting, we are an insurance company, we are purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class
Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of such Certificates are covered under Sections
I and III of PTCE 95-60, (e) we are acquiring the Certificates for investment for our own account and not
with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell
or otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered or
sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any other action which would result
in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act or is exempt from such registration requirements, and if requested, we
will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser
or transferee of such Certificate has executed and delivered to you a certificate to substantially the same
effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions
for transfer set forth in the Pooling and Servicing Agreement.
Very truly yours,
Print Name of Transferor
By:
Authorized Officer
EXHIBIT M-2
FORM OF RULE 144A LETTER
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxx
[Trust Administrator]
Re: [__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand
that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an employee benefit
plan or arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or
Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the assets of any such plan
or arrangement, (ii) we are providing an Opinion of Counsel which establishes to the reasonable satisfaction
of the Trust Administrator that the purchase and holding of ERISA-Restricted Certificates by, on behalf of or
with "plan assets" of such plan will not result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Trust Administrator,
the Master Servicer or any other Servicer to any obligation in addition to those undertaken in this Agreement
or (iii) if, in the case of an ERISA-Restricted Certificates that have been the subject of an
ERISA-Qualifying Underwriting, we are an insurance company, we are purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and our purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any
other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of
the Certificates, any interest in the Certificates or any other similar security from, or otherwise
approached or negotiated with respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that would constitute a distribution of the
Certificates under the Act or that would render the disposition of the Certificates a violation of Section 5
of the Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any
person to act, in such manner with respect to the Certificates, (f) we are a "qualified institutional buyer"
as that term is defined in Rule 144A under the Act ("Rule 144A") and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2, (g) we are aware that the sale to us is
being made in reliance on Rule 144A, and (i) we are acquiring the Certificates for our own account or for
resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or
transferred only (A) to a person reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B) pursuant to another exemption from
registration under the Act.
Very truly yours,
Print Name of Transferor
By:
Authorized Officer
EXHIBIT N
FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] or [Name of Owner] (record or beneficial owner (the
"Owner") of the Class [AR/AR-L] Certificates (the "Class [AR/AR-L] Certificates")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of ] [the United States],
on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" as of [date of
transfer] within the meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) will endeavor to remain other than a disqualified organization for so long as it retains its
ownership interest in the Class [AR/AR-L] Certificates, and (iii) is acquiring the Class [AR/AR-L]
Certificates for its own account. A "Permitted Transferee" is any person other than a "disqualified
organization." (For this purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any agency or instrumentality of any of the foregoing (other than an
instrumentality all of the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by any such governmental entity)
or any foreign government, international organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or any organization (other than
certain farmers' cooperatives) that is generally exempt from federal income tax unless such organization is
subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class
[AR/AR-L] Certificates to disqualified organizations under the Code; (ii) that such tax would be on the
transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middleman)
for a non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class [AR/AR-L] Certificates may be "noneconomic residual interests"
within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect to the income on such
residual interest, if a significant purpose of the transfer was to enable the transferor to impede the
assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class
[AR/AR-L] Certificates if at any time during the taxable year of the pass-through entity a non-Permitted
Transferee is the record holder of an interest in such entity. (For this purpose, a "pass through entity"
includes a regulated investment company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the Transfer of any Class
[AR/AR-L] Certificates unless the transferee, or the transferee's agent, delivers to it an affidavit and
agreement, among other things, in substantially the same form as this affidavit and agreement. The Owner
expressly agrees that it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class
[AR/AR-L] Certificates and the provisions of Section 6.02 of the Pooling and Servicing Agreement under which
the Class [AR/AR-L] Certificates were issued. The Owner expressly agrees to be bound by and to comply with
such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be
deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class
[AR/AR-L] Certificates will only be owned, directly or indirectly, by an Owner that is a Permitted Transferee.
8. That the Owner's Taxpayer Identification Number is ________________.
9. That the Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, or an estate or trust 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.
10. That no purpose of the Owner relating to the purchase of the Class [AR/AR-L]
Certificate by the Owner is or will be to impede the assessment or collection of tax.
11. That the Owner has no present knowledge or expectation that it will be unable to pay
any United States taxes owed by it so long as any of the Certificates remain outstanding.
12. That the Owner has no present knowledge or expectation that it will become insolvent or
subject to a bankruptcy proceeding for so long as any of the Certificates remain outstanding.
13. That no purpose of the Owner relating to any sale of the Class [AR/AR-L] Certificate by
the Owner will be to impede the assessment or collection of tax.
14. The Owner hereby agrees to cooperate with the Trustee and to take any action required
of it by the Code or Treasury regulations thereunder (whether now or hereafter promulgated) in order to
create or maintain the REMIC status of the Trust Fund.
15. That the Owner is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly,
on behalf of or purchasing any Certificate with "plan assets" of any Plan.
16. The Owner hereby agrees that it will not take any action that could endanger the REMIC
status of the Trust Fund or result in the imposition of tax on the Trust Fund unless counsel for, or
acceptable to, the Trustee has provided an opinion that such action will not result in the loss of such REMIC
status or the imposition of such tax, as applicable.
17. The Owner has provided financial statements or other financial information requested by
the transferor in connection with the transfer of the Residual Certificates to permit the transferor to
assess the financial capability of the Owner to pay any such taxes.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant
to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto
attached, attested by its [Assistant] Secretary, this ____ day of ___________.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this _____ day of _______________________.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the _____ day of __________________, 20____.
EXHIBIT O
FORM OF TRANSFER CERTIFICATE
[date]
Credit Suisse First Boston Mortgage Securities Corp.
00 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
[_____________________]
[_____________________]
[_____________________]
Re: [_________________________] Mortgage Backed Pass Through Certificates, Series 200_ ___,
Class AR (the "Certificates")
Ladies and Gentlemen:
This letter is delivered to you in connection with the sale by _________________ (the "Seller")
to ____________________________________ (the "Purchaser") of a _______% Percentage Interest in the above
referenced Certificates, pursuant to Section 6.02 of the Pooling and Servicing Agreement dated as of
October 1, 2005, among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage
Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a servicer, Select Portfolio
Servicing, Inc., as a servicer and as special servicer, U.S. Bank National Association, as trustee, and Xxxxx
Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and trust administrator (the "Pooling and
Servicing Agreement"). All terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants
with, the Depositor and the Trustee that:
1. No purpose of the Seller relating to sale of the Certificate by the Seller to the
Purchaser is or will be to enable the Seller to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee a transfer
affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit N. The Seller
does not know or believe that any representation contained therein is false.
3. The Seller has no actual knowledge that the proposed Transferee is not a Permitted
Transferee.
4. The Seller has no actual knowledge that the Purchaser would be unwilling or unable to
pay taxes due on its share of the taxable income attributable to the Certificate.
5. The Seller has conducted a reasonable investigation of the financial condition of the
Purchaser and, as a result of the investigation, found that the Purchaser has historically paid its debts as
they came due, and found no significant evidence to indicate that the Purchaser will not continue to pay its
debts as they come due in the future.
6. The Purchaser has represented to the Seller that, if the Certificate constitutes a
noneconomic residual interest, it (i) understands that as holder of a noneconomic residual interest it may
incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes
associated with its holding of the Certificate as they become due.
Very truly yours,
[SELLER]
By:
Name:
Title:
EXHIBIT P
FORM OF SPS MORTGAGE LOANS REPORT
DATA AND FORMAT TO BE PROVIDED BY SPS TO THE MASTER SERVICER
(in Excel format)
ALL SPS MORTGAGE LOANS
FIELD FORMAT FIELD
Name* Text
Lien Position * Text/Number
FICO Score* Number
Original Occupancy* Text
Documentation* Text
Purpose* Text
Original Loan Amount* Number
Original Appraisal Value* Number
Original LTV* Number
Original P&I* Number
Original Interest Rate* Number
First Payment Date* MM/DD/YY
Origination Date* MM/DD/YY
Originator* Text
Loan Term* Number
Product Type (adjustable rate or fixed rate)* Text
Property Type* Text
Street Address* Text
City* Text
Zip Code* Text
State* Text
MI Certificate Number* Number
Prepayment Flag Text
Prepayment Expiration Date MM/DD/YY
Loan Number Text
Deal Identifier by Loan Text
Current Loan Amount Number
Current LTV Number
Current Interest Rate Number
Last Interest Payment Date MM/DD/YY
Current P&I Payment Amount Number
Paid Off Code Text
Scheduled Balance Number
Calculation of Retained Yield by Loan Number (if applicable to the Number
transaction)
Reporting of Delinquency Status on Defaulted Mortgage Loans Text
Current Market Value Number
Date of Market Value MM/DD/YY
As-is Value Number
Repaired Value Number
Type of Valuation Text
Foreclosure Flag Text
Bankruptcy Flag Text
Date NOD sent to MI company MM/DD/YY
Foreclosure Start Date (Referral Date) MM/DD/YY
Scheduled Foreclosure Sale Date MM/DD/YY
Foreclosure Actual Sale Date MM/DD/YY
Actual Notice of Intent Date MM/DD/YY
Actual First Legal Date MM/DD/YY
Bankruptcy Chapter Number
Actual Bankruptcy Start Date MM/DD/YY
Actual Payment Plan Start and End Dates MM/DD/YY
List Date MM/DD/YY
List Price Number
Vacancy/Occupancy Status Text
Actual Eviction Start Date MM/DD/YY
Actual Eviction Completion Date MM/DD/YY
Actual REO Start Date MM/DD/YY
Sales Price Number
Actual Closing Date MM/DD/YY
Net Sales Proceeds Number
Mortgage Insurance Claim Filing Date MM/DD/YY
Mortgage Insurance Proceeds Received Number
Date Mortgage Insurance Proceeds Received MM/DD/YY
Collection History
*All amounts will be itemized, and to the extent not itemized, this form will be accompanied by documentation
supporting all amounts claimed on this form.
Q-1
EXHIBIT Q
FORM OF FORECLOSURE SETTLEMENT STATEMENT
REMIC # Ending Interest
Rate:
Original Amount of Loan: Fixed or Adjustable:
UPB Accrued Int to frcl sale:
Advanced Delinquent Interest:
Date Borrower Paid To: / /
Borrower's Name:
Property Address:
MSP Bank/Category
Note Date: / /
Date of REO: / /
Disposition Date: / /
Amount Date of Valuation Type of Valuation
Market Value AS IS: / /
Repaired
Supplemental Value AS IS: / /
Repaired
REO BPO Value: / /
List Price:
Sales Price:
Proceeds Expenses*
List Price: Servicing Advances:
Sales Price: 0.00 Payee 70R01
Acquisition:
Broker's Commission: Payee 75R60 REO:
Bonus Commission: Payee 75R49
Foreclosure:
Lien Purchase/Paid Off: Payee 75R36 Escrow:
Seller Closing Costs: Payee 75R52
Bankruptcy:
Repair Costs: Discrepancy Amount:
Seller Concessions: Servicing Advance 0.00
Total:
Other Closing Costs: Advances Applied After
Liquidation:
Prior Additional Advances:
Net Proceeds: 0.00 Escrow Advance:
Interest on Advances:
Escrow Balance: Other Advances:
Suspense Balance: Servicing Advance Holdbacks:
Restricted Escrow: Property Inspection:
Rental Income Received: BPO:
Insurance Settlement Received: Lender Placed
Insurance:
Other: Utilities:
REO Repair Costs:
Total Liquidation Proceeds: 0.00 Foreclosure Fees:
Total Liquidation Expenses: 0.00 Bankruptcy:
Net Liquidation Proceeds: 0.00 Eviction Costs:
Loan Principal Balance: Transfer Tax:
Realized Gain/Loss Amount: 0.00 Reconveyance Fees:
Additional Proceeds Applied: Demand Fee:
Prior Additional Proceeds: Total Holdbacks: 0.00
Loss Severity: #DIV/0! Other Fees (Including Fee
Code B):
Notes: UPB Accrued Interest to XXX: 0.00
Advanced Delinquent Interest: 0.00
Stopped Delinquent Interest:
Deferred Interest:
Additional Interest:
Total Liquidation Expenses: 0.00
EXHIBIT R
[Reserved]
EXHIBIT S
FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS
(i) With respect to each Class of Certificates which are not Notional Amount Certificates and, unless
otherwise stated, the related Distribution Date,
(a) the Initial Class Principal Balance of such Class as of the Cut-off Date;
(b) the Class Principal Balance of such Class before giving effect to the distribution of principal
and interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such Class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Class Principal Balance of such Class after giving effect to the distribution of principal
and interest;
(i) the Pass-Through Rate for such Class;
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(k) any shortfall in principal allocable to such Class, if such amount is greater than zero;
(ii) with respect to each Class of Certificates which are Notional Amount Certificates and, unless
otherwise stated, the related Distribution Date,
(a) the Notional Amount of such Class as of the Cut-off Date;
(b) the Notional Amount of such Class before giving effect to the distribution of interest;
(c) the amount of the related distribution on such Class allocable to interest;
(d) the amount of the related distribution on such Class allocable to principal;
(e) the sum of the principal and interest payable to such class;
(f) the Realized Loss allocable to such Class;
(g) the Class Unpaid Interest Amount allocable to such Class;
(h) the Notional Amount of such Class after giving effect to the distribution of interest;
(i) the Pass-Through Rate for such Class;
(j) any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;
(iii) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of Certificates
which are not Notional Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Class Principal Balance of such Class factor prior to giving effect to the distribution of
principal and interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Class Principal Balance of such Class factor after giving effect to the distribution of
principal and interest;
(iv) with respect to a $1000 factor of the Initial Class Principal Balance of each Class of Certificates
which are Notional Amount Certificates and the related Distribution Date,
(a) the CUSIP number assigned to such Class;
(b) the Notional Amount of such Class factor prior to giving effect to the distribution of interest;
(c) the amount of the related distribution allocable to interest on such Class factor;
(d) the amount of the related distribution allocable to principal on such Class factor;
(e) the sum of the principal and interest payable to such Class factor;
(f) the Notional Amount of such Class factor after giving effect to the distribution of interest;
(v) with respect to each Loan Group, in the aggregate, and, unless otherwise stated, the related
Distribution Date,
(a) the Scheduled Payment of principal for such Loan Group;
(b) the amount of Principal Prepayments allocable to such Loan Group;
(c) the amount of principal allocable to such Loan Group as a result of repurchased Mortgage Loans
in such Loan Group;
(d) the Substitution Adjustment Amount allocable to such Loan Group;
(e) the amount of Net Liquidation Proceeds allocable to such Loan Group;
(f) the amount of Insurance Proceeds allocable to such Loan Group;
(g) the amount of any other distributions allocable to principal for such Loan Group;
(h) the number of Mortgage Loans in such Loan Group as of the first day of the related Collection
Period;
(i) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the first
day of the related Collection Period;
(j) the number of Mortgage Loans in such Loan Group as of the last day of the related Collection
Period;
(k) the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the last
day of the related Collection Period;
(l) the Master Servicing Fee, by Loan Group;
(m) the sum of the Servicing Fee, the Mortgage Guaranty Insurance Policy fees, if applicable and
the [RMIC/TGIC/MGIC] PMI fees, if applicable, for such Loan Group;
(n) the Trust Administrator Fee applicable to such Loan Group;
(o) the amount of current Advances allocable to such Loan Group;
(p) the amount of outstanding Advances allocable to such Loan Group;
(q) the number and aggregate principal amounts of Mortgage Loans delinquent (1) 31 to 60 days, (2)
61 to 90 days and (3) 91 days or more, for such Loan Group, including delinquent bankrupt
Mortgage Loans but excluding foreclosure and REO Mortgage Loans;
(r) the number and aggregate principal amounts of Mortgage Loans that are currently in bankruptcy,
but not delinquent, for such Loan Group;
(s) the number and aggregate principal amounts of Mortgage Loans that are in foreclosure for such
Loan Group;
(t) the Rolling Three Month Delinquency Rate or Rolling Six Month Delinquency Rate for such Loan
Group;
(u) the number and aggregate principal amount of any REO properties as of the close of business on
the Determination Date preceding such Distribution Date for such Loan Group;
(v) current Realized Losses allocable to such Loan Group;
(w) cumulative Realized Losses allocable to such Loan Group;
(x) the weighted average term to maturity of the Mortgage Loans in such Loan Group as of the close
of business on the last day of the calendar month preceding the related Distribution Date;
(y) the number and principal amount of claims submitted under the Mortgage Guaranty Insurance
Policy, as applicable;
(z) the number and principal amount of claims paid under the [RMIC/TGIC/MGIC] PMI Policy, as
applicable;
(aa) the number of Mortgage Loans in such Loan Group that have Assigned Prepayment Premiums and for
which prepayments were made during the related Collection Period, as applicable;
(bb) the aggregate principal balance of Mortgage Loans in such Loan Group that have Assigned
Prepayment Premiums and for which prepayments were made during the related Collection Period,
as applicable;
(cc) the aggregate amount of Assigned Prepayment Premiums collected for such Loan Group during the
related Collection Period, as applicable;
(dd) current Realized Losses allocated to each Mortgage Loan in such Loan Group that has previously
been allocated a Realized Loss;
(ee) cumulative Realized Losses allocated to each Mortgage Loan in such Loan Group that has
previously been allocated a Realized Loss;
(ff) current Recoveries allocable to such Loan Group;
(gg) cumulative Recoveries allocable to such Loan Group;
(hh) current aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans substituted
for Deleted Mortgage Loans in such Loan Group;
(ii) cumulative aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans
substituted for Deleted Mortgage Loans in such Loan Group;
(jj) with respect to all of the Mortgage Loans, in the aggregate, and, unless otherwise stated, the
related Distribution Date, for each Servicer that is servicing any of such Mortgage Loans, the
aggregate Stated Principal Balance of Mortgage Loans being serviced by such Servicer as of such
Distribution Date; and
(kk) [reserved];
(vii) with respect to each overcollateralized Group of Certificates and, unless otherwise stated, the
related Distribution Date,
(a) the Targeted Overcollateralization Amount for such Group;
(b) the Overcollateralization Amount for such Group;
(c) the Overcollateralization Deficiency for such Group;
(d) the Overcollateralization Release Amount for such Group;
(e) the Monthly Excess Interest for such Group;
(f) the amount of any payment to the [Class __-X] Certificates related to such Group;
(g) if applicable, the Excess Interest Amount from an unrelated Group of Certificates that provides
additional credit enhancement to the related overcollateralized Group of Certificates.
EXHIBIT T
FORM OF DEPOSITOR CERTIFICATION
Re: Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
I, __________________________, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing
distribution and servicing reports filed in respect of periods included in the year covered by this annual
report, of Adjustable Rate Mortgage Trust 2005-11, Adjustable Rate Mortgage-Backed Pass-Through Certificates,
Series 2005-11 (the "Trust");
2. Based on my knowledge, the information in these reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution information required to be prepared by the
Trust Administrator based upon the servicing information required to be provided by each Servicer and the
Master Servicer under the Pooling and Servicing Agreement is included in these reports;
4. Based on my knowledge and upon the annual compliance statements included in the report
and required to be delivered to the Trust Administrator in accordance with the terms of the Pooling and
Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except
as disclosed in the report, each Servicer and the Master Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement; and
5. The reports disclose all significant deficiencies relating to each Servicer's and the
Master Servicer's compliance with the minimum servicing standards based, in each case, upon the report
provided by an independent public accountant, after conducting a review in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing
Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the information provided to me
by the following unaffiliated parties: [each Servicer, the Master Servicer, the Trustee or Trust
Administrator].
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling
and Servicing Agreement dated as of October 1, 2005, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a
servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank National
Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and
trust administrator (the "Pooling and Servicing Agreement").
______________________________
[Name]
[Title]
[Date]
EXHIBIT U
FORM OF TRUST ADMINISTRATOR CERTIFICATION
Re: Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Xxxxx Fargo Bank, N.A. (the "Trust Administrator") hereby certifies to Credit Suisse First
Boston Mortgage Securities Corp. (the "Depositor"), and each Person, if any, who "controls" the Depositor
within the meaning of the Securities Act of 1933, as amended, and its officers, directors and affiliates, and
with the knowledge and intent that they will rely upon this certification, that:
1. The Trust Administrator has reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution reports filed in respect of periods included in
the year covered by that annual report, of the Depositor relating to the above-referenced trust;
2. Based on the Trust Administrator's knowledge, and assuming the accuracy and
completeness of the information supplied to the Trust Administrator by the Master Servicer and each Servicer,
the distribution information in the distribution reports contained in all reports on Form 8-K included in the
year covered by the annual report on Form 10-K for the fiscal year [___], prepared by the Trust
Administrator, taken as a whole, does not contain any untrue statement of a material fact or omit to state a
material fact required by the Pooling and Servicing Agreement to be included therein and necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading as
of the last day of the period covered by that annual report; and
3. Based on the Trust Administrator's knowledge, the distribution information required to
be provided by the Trust Administrator under the Pooling and Servicing Agreement is included in these reports.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling
and Servicing Agreement dated as of October 1, 2005, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a
servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank National
Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and
trust administrator (the "Pooling and Servicing Agreement").
Xxxxx Fargo Bank, N.A.
as Trust Administrator
By:___________________________
[Name]
[Title]
[Date]
EXHIBIT V-1
FORM OF MASTER SERVICER CERTIFICATION
Re: Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
Xxxxx Fargo Bank, N.A. (the "Master Servicer"), certifies pursuant to Section 10.13 (d)(i) of
the Pooling and Servicing Agreement to the Depositor, the Trust Administrator and each Person, if any, who
"controls" the Depositor or the Trust Administrator within the meaning of the Securities Act of 1933, as
amended, and their respective officers and directors with respect to the calendar year immediately preceding
the date of this Certificate (the "Relevant Year"), as follows:
1. For purposes of this Certificate, "Relevant Information" means the information in the
certificate provided pursuant to Section 3.16 of the Pooling and Servicing Agreement (the "Annual Compliance
Certificate") for the Relevant Year and the information in all servicing reports required pursuant to the
Pooling and Servicing Agreement to be provided by the Master Servicer to the Trust Administrator during the
Relevant Year. Based on the Master Servicer's knowledge, the Relevant Information, taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein which is necessary to make the statements made therein, in light of the circumstances under which
such statements were made, not misleading as of the last day of the Relevant Year.
2. The Relevant Information has been provided to those Persons entitled to receive it.
3. Based upon the review required by the Pooling and Servicing Agreement and except as
disclosed in the Annual Compliance Certificate or the accountants' statement provided pursuant to
Section 3.17 of the Pooling and Servicing Agreement, to the best of the Master Servicer's knowledge, the
Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement throughout the
Relevant Year.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling
and Servicing Agreement dated as of October 1, 2005, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a
servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank National
Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and
trust administrator (the "Pooling and Servicing Agreement").
Xxxxx Fargo Bank, N.A.
as Master Servicer
By:___________________________
[Name]
[Title]
[Date]
EXHIBIT V-2
FORM OF SERVICER CERTIFICATION
Re: Credit Suisse First Boston Mortgage Securities Corp.,
Adjustable Rate Mortgage Trust 2005-11,
Adjustable Rate Mortgage-Backed Pass-Through Certificates, Series 2005-11
I, [name of certifying individual], a duly elected and acting officer of
[__________________________] (the "Servicer"), certify pursuant to Section 10.13(d)(iii) of the Pooling and
Servicing Agreement to the Depositor, the Trust Administrator and each Person, if any, who "controls" the
Depositor or the Trust Administrator within the meaning of the Securities Act of 1933, as amended, and their
respective officers and directors, with respect to the calendar year immediately preceding the date of this
Certificate (the "Relevant Year"), as follows:
1. For purposes of this Certificate, "Relevant Information" means the information in the
certificate provided pursuant to Section 3.16 of the Pooling and Servicing Agreement (the "Annual Compliance
Certificate") for the Relevant Year and the information in all servicing reports required pursuant to the
Pooling and Servicing Agreement to be provided by the Servicer to the Trust Administrator during the Relevant
Year. Based on my knowledge, the Relevant Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein which is
necessary to make the statements made therein, in light of the circumstances under which such statements were
made, not misleading as of the last day of the Relevant Year.
2. The Relevant Information has been provided to those Persons entitled to receive it.
3. I am responsible for reviewing the activities performed by the Servicer under the
Pooling and Servicing Agreement during the Relevant Year. Based upon the review required by the Pooling and
Servicing Agreement and except as disclosed in the Annual Compliance Certificate or the accountants'
statement provided pursuant to Section 3.17 of the Pooling and Servicing Agreement, to the best of my
knowledge, the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement throughout
the Relevant Year.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling
and Servicing Agreement dated as of October 1, 2005, among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a
servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank National
Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and
trust administrator (the "Pooling and Servicing Agreement").
[______________________]
as Servicer
By:___________________________
Name:
Title:
Date:
EXHIBIT W
FORM OF CERTIFICATION
REGARDING SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS
OFFICER'S CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[__________], 2005
I, ____________, hereby certify that I am the duly authorized officer of DLJ Mortgage Capital, Inc., a
Delaware corporation ("DLJMC"), and further certify that each of the Mortgage Loans substituted by DLJMC on
_______________, 20[___] were in violation of the terms of the Mortgages related thereto.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and
Servicing Agreement dated as of October 1, 2005, among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as a seller and as a servicer,
Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S. Bank National Association, as
trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up servicer and trust administrator
(the "Pooling and Servicing Agreement").
DLJ MORTGAGE CAPITAL, INC.
____________________________________
Name:
Title:
SCHEDULE I
MORTGAGE LOAN SCHEDULE
(Provided Upon Request)
SCHEDULE IIA
Representations and Warranties of Seller - DLJ Mortgage Capital, Inc.
DLJMC Mortgage Capital, Inc. ("DLJ"), in its capacity as Seller, hereby makes the
representations and warranties set forth in this Schedule IIA to the Depositor, the Trustee and the Trust
Administrator, as of the Closing Date, or if so specified herein, as of the Cut off Date or such other date
as may be specified. Capitalized terms used but not defined herein shall have the meanings assigned thereto
in the Pooling and Servicing Agreement dated as of September 1, 2005, among Credit Suisse First Boston
Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as a seller, Washington Mutual Bank, as
a seller and as a servicer, Select Portfolio Servicing, Inc., as a servicer and as special servicer, U.S.
Bank National Association, as trustee, and Xxxxx Fargo Bank, N.A., as a servicer, master servicer, back-up
servicer and trust administrator (the "Agreement"). DLJMC is a corporation duly organized, validly existing
and in good standing under the laws of the state of its incorporation;
(i) DLJMC has full corporate power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this Agreement;
(ii) the execution and delivery by DLJMC of this Agreement have been duly authorized
by all necessary corporate action on the part of DLJMC; and neither the execution and delivery of this
Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with
the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any
of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on
DLJMC or its properties or the certificate of incorporation or by-laws of DLJMC, except those
conflicts, breaches or defaults which would not reasonably be expected to have a material adverse
effect on DLJMC's ability to enter into this Agreement and to consummate the transactions contemplated
hereby;
(iii) the execution, delivery and performance by DLJMC of this Agreement and the consummation
of the transactions contemplated hereby do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect of, any state, federal
or other governmental authority or agency, except those consents, approvals, notices, registrations or
other actions as have already been obtained, given or made and, in connection with the recordation of
the Mortgages, powers of attorney or assignments of Mortgages not yet completed;
(iv) this Agreement has been duly executed and delivered by DLJMC and, assuming due
authorization, execution and delivery by the Trustee, the Trust Administrator, the Master Servicer,
the Servicers, the Special Servicer and the Depositor, constitutes a valid and binding obligation of
DLJMC enforceable against it in accordance with its terms (subject to applicable bankruptcy and
insolvency laws and other similar laws affecting the enforcement of the rights of creditors
generally); and
(v) to the knowledge of DLJMC, there are no actions, litigation, suits or proceedings
pending or threatened against DLJMC before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii)
with respect to any other matter which in the judgment of DLJMC if determined adversely to DLJMC would
reasonably be expected to materially and adversely affect DLJMC's ability to perform its obligations
under this Agreement; and DLJMC is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially and adversely affect the
transactions contemplated by this Agreement.
SCHEDULE IIB
Representations and Warranties of Master Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Master Servicer, hereby makes the
representations and warranties set forth in this Schedule IIB to the Depositor, the Trust Administrator and
the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as
may be specified.
(i) Xxxxx Fargo is a national banking association duly formed, validly existing and in good
standing and is qualified under the laws of each state where required by applicable law or is
otherwise exempt under applicable law from such qualification.
(ii) Xxxxx Fargo has all requisite organizational power, authority and capacity to enter
into the Agreement and to perform the obligations required of it thereunder. The Agreement (assuming
the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid
and legally binding agreement of Xxxxx Fargo enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws,
and by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement,
will result in the breach of, or constitute a default under, any term or provision of the
organizational documents of Xxxxx Fargo or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under, the terms of any indenture or other agreement
or instrument to which Xxxxx Fargo is a party or by which it is bound, or any statute, order,
judgment, or regulation applicable to Xxxxx Fargo of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx Fargo's
knowledge threatened, against Xxxxx Fargo before any court, administrative agency or other tribunal
(a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the
transactions contemplated thereby or (c) which might materially and adversely affect the performance
by Xxxxx Fargo of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution, delivery
and performance by Xxxxx Fargo of the Agreement or the consummation of the transactions contemplated
by the Agreement.
SCHEDULE IIC
Representations and Warranties of Servicer and Special Servicer - Select Portfolio Servicing, Inc.
Select Portfolio Servicing, Inc. ("SPS"), in its capacities as Servicer and Special Servicer,
hereby makes the representations and warranties set forth in this Schedule IIC to the Depositor, the Trustee,
the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the
Cut-off Date or such other date as may be specified.
(i) SPS is a corporation duly formed, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and is qualified under the laws of each state where required
by applicable law or is otherwise exempt under applicable law from such qualification.
(ii) SPS has all requisite corporate power, authority and capacity to enter into the
Agreement and to perform the obligations required of it thereunder. The Agreement (assuming the due
authorization and execution of the Agreement by the other parties thereto) constitutes a valid and
legally binding agreement of SPS enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws,
and by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement,
will result in the breach of, or constitute a default under, any term or provision of the
organizational documents of SPS or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under, the terms of any indenture or other agreement
or instrument to which SPS is a party or by which it is bound, or any statute, order, judgment, or
regulation applicable to SPS of any court, regulatory body, administrative agency or governmental body
having jurisdiction over SPS.
(iv) There is no action, suit, proceeding or investigation pending, or to SPS's knowledge
threatened, against SPS before any court, administrative agency or other tribunal (a) asserting the
invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions
contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the
performance by SPS of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution, delivery
and performance by SPS of the Agreement or the consummation of the transactions contemplated by the
Agreement.
(vi) With respect to each SPS Serviced Mortgage Loan and to the extent SPS has serviced any
of the SPS Serviced Mortgage Loans prior to the date of the Agreement, SPS has fully furnished, in
accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and
Trans Union Credit Information Company, on a monthly basis.
SCHEDULE IID
Representations and Warranties of Servicer - Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Bank, N.A. ("Xxxxx Fargo"), in its capacity as Servicer, hereby makes the
representations and warranties set forth in this Schedule IID to the Depositor, the Trustee and the Trust
Administrator, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date
as may be specified.
(i) Xxxxx Fargo is a national banking association duly organized and in good
standing under the laws of the United States and is qualified under the laws of each state where
required by applicable law or is otherwise exempt under applicable law from such qualification.
(ii) Xxxxx Fargo has all requisite corporate power, authority and capacity to enter
into the Agreement and to perform the obligations required of it thereunder. The Agreement (assuming
the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid
and legally binding agreement of Xxxxx Fargo enforceable in accordance with its terms, except as such
enforceability may be limited by liquidation, conservatorship and similar laws administered by the
FDIC affecting the contract obligations of insured banks, and by equitable principles affecting the
enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any
other transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision of the
organizational documents of Xxxxx Fargo or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under, the terms of any indenture or other agreement
or instrument to which Xxxxx Fargo is a party or by which it is bound, or any statute, order,
judgment, or regulation applicable to Xxxxx Fargo of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Xxxxx Fargo.
(iv) There is no action, suit, proceeding or investigation pending, or to Xxxxx
Fargo's knowledge threatened, against Xxxxx Fargo before any court, administrative agency or other
tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any
of the transactions contemplated thereby or (c) which might materially and adversely affect the
performance by Xxxxx Fargo of its obligations under, or the validity or enforceability of, the
Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution, delivery
and performance by Xxxxx Fargo of the Agreement or the consummation of the transactions contemplated
by the Agreement.
SCHEDULE IIE
Representations and Warranties of Servicer - JPMorgan Chase Bank, N.A.
JPMorgan Chase Bank, N.A. ("JPMorgan"), in its capacity as Servicer, hereby makes the
representations and warranties set forth in this Schedule IIE to the Depositor, the Trustee and the Trust
Administrator, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date
as may be specified.
(i) JPMorgan is a national banking association duly organized and in good standing
under the laws of the United States and is qualified under the laws of each state where required by
applicable law or is otherwise exempt under applicable law from such qualification.
(ii) JPMorgan has all requisite corporate power, authority and capacity to enter into
the Agreement and to perform the obligations required of it thereunder. The Agreement (assuming the
due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and
legally binding agreement of JPMorgan enforceable in accordance with its terms, except as such
enforceability may be limited by liquidation, conservatorship and similar laws administered by the
FDIC affecting the contract obligations of insured banks, and by equitable principles affecting the
enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any
other transaction contemplated therein, or the fulfillment of or compliance with the terms of the
Agreement, will result in the breach of, or constitute a default under, any term or provision of the
organizational documents of JPMorgan or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under, the terms of any indenture or other agreement
or instrument to which JPMorgan is a party or by which it is bound, or any statute, order, judgment,
or regulation applicable to JPMorgan of any court, regulatory body, administrative agency or
governmental body having jurisdiction over JPMorgan.
(iv) There is no action, suit, proceeding or investigation pending, or to JPMorgan's
knowledge threatened, against JPMorgan before any court, administrative agency or other tribunal (a)
asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the
transactions contemplated thereby or (c) which might materially and adversely affect the performance
by JPMorgan of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution, delivery
and performance by JPMorgan of the Agreement or the consummation of the transactions contemplated by
the Agreement.
SCHEDULE IIF
Representations and Warranties of Servicer and Special Servicer - Ocwen Loan Servicing, LLC
Ocwen Loan Servicing, LLC ("Ocwen"), in its capacity as Servicer, hereby makes the
representations and warranties set forth in this Schedule IIF to the Depositor, the Trustee, the Trust
Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off
Date or such other date as may be specified.
(i) Ocwen is a limited liability company duly formed, validly existing and in good standing
under the laws of the jurisdiction of its formation and is qualified under the laws of each state
where required by applicable law or is otherwise exempt under applicable law from such qualification.
(ii) Ocwen has all requisite corporate power, authority and capacity to enter into the
Agreement and to perform the obligations required of it thereunder. The Agreement (assuming the due
authorization and execution of the Agreement by the other parties thereto) constitutes a valid and
legally binding agreement of Ocwen enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws,
and by equitable principles affecting the enforceability of the rights of creditors.
(iii) None of the execution and delivery of the Agreement, the consummation of any other
transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement,
will result in the breach of, or constitute a default under, any term or provision of the
organizational documents of Ocwen or conflict with, result in a material breach, violation or
acceleration of or constitute a material default under, the terms of any indenture or other agreement
or instrument to which Ocwen is a party or by which it is bound, or any statute, order, judgment, or
regulation applicable to Ocwen of any court, regulatory body, administrative agency or governmental
body having jurisdiction over Ocwen.
(iv) There is no action, suit, proceeding or investigation pending, or to Ocwen's knowledge
threatened, against Ocwen before any court, administrative agency or other tribunal (a) asserting the
invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions
contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the
performance by Ocwen of its obligations under, or the validity or enforceability of, the Agreement.
(v) No consent, approval, authorization or order of any court, regulatory body or
governmental agency or court is required, under state or federal law prior to the execution, delivery
and performance by Ocwen of the Agreement or the consummation of the transactions contemplated by the
Agreement.
(vi) With respect to each Ocwen Serviced Mortgage Loan and to the extent Ocwen has serviced
any of the Ocwen Serviced Mortgage Loans prior to the date of the Agreement, Ocwen has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company, on a monthly basis.
SCHEDULE III
Representations and Warranties of DLJMC - Mortgage Loans
DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in
this Schedule III to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so
specified herein, as of the Cut off Date or such other date as may be specified, with respect to the Mortgage
Loans identified on Schedule I hereto, except as specified herein.
(i) The information set forth in Schedule I, with respect to the Mortgage Loans, is
complete, true and correct in all material respects;
(ii) [Reserved];
(iii) No Mortgage Loan will be 30 or more days delinquent as of the Cut-off Date. There are
no material defaults under the terms of any Mortgage Loan;
(iv) All taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and owing have been paid, or
escrow funds have been established in an amount sufficient to pay for every such escrowed item which
remains unpaid and which has been assessed but is not yet due and payable;
(v) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or modified in any respect, except by written instruments which have been recorded or sent for
recording to the extent any such recordation is required by law, or, necessary to protect the interest
of the Depositor. No other instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an
assumption agreement and which assumption agreement is part of the Mortgage File and the terms of
which are reflected in Schedule IA; the substance of any such waiver, alteration or modification has
been approved by the issuer of any related Mortgage Guaranty Insurance Policy and title insurance
policy, to the extent required by the related policies;
(vi) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off,
counterclaim or defense, including, without limitation, the defense of usury, nor will the operation
of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with respect thereto;
(vii) All buildings or other customarily insured improvements upon the Mortgaged Property are
insured by an insurer acceptable under the FNMA Guides, against loss by fire, hazards of extended
coverage and such other hazards as are provided for in the FNMA Guides or by FHLMC, as well as all
additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies
are in full force and effect and on the date of origination contained a standard mortgagee clause
naming DLJMC and its successors in interest and assigns as loss payee and such clause is still in
effect and all premiums due thereon have been paid. If required by the Flood Disaster Protection Act
of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements
of the current guidelines of the Federal Insurance Administration which policy conforms to FNMA and
FHLMC requirements, as well as all additional requirements set forth in Section 4.10 of this
Agreement. Such policy was issued by an insurer acceptable under FNMA or FHLMC guidelines. The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(viii) Each Mortgage Loan at the time it was made complied in all material respects with all
applicable local, state and federal laws, including, without limitation, usury, equal credit
opportunity, disclosure, recording and all applicable predatory and abusive lending laws;
(ix) The related Mortgage is a valid, subsisting, enforceable and perfected first lien on
the Mortgaged Property, including for Mortgage Loans that are not Cooperative Loans, all buildings on
the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air
conditioning systems affixed to such buildings, and all additions, alterations and replacements made
at any time with respect to the foregoing securing the Mortgage Note's original principal balance.
The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other
interest or right thereto. Such lien is free and clear of all adverse claims, liens and encumbrances
having priority over the first lien, as applicable, of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants,
conditions and restrictions, rights of way, easements and other matters of the public record as of the
date of recording which are acceptable to mortgage lending institutions generally and either (A) which
are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan,
or (B) which do not adversely affect the appraised value of the Mortgaged Property as set forth in
such appraisal, and (3) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided by the Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan
establishes and creates a valid, subsisting, enforceable and perfected first lien and first priority
security interest on the property described therein, and the Seller has the full right to sell and
assign the same to the Depositor;
(x) The Mortgage Note and the related Mortgage are original and genuine and each is the
legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance
with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general
application affecting the rights of creditors and by general equitable principles;
(xi) DLJMC or its affiliate is the sole owner of record and holder of the Mortgage Loan and
the indebtedness evidenced by the Mortgage Note. Immediately prior to the transfer and assignment to
the Depositor on the Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage,
were not subject to an assignment or pledge, and DLJMC had good and marketable title to and was the
sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Depositor free and
clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full
right and authority subject to no interest or participation of, or agreement with, any other party, to
sell and assign the Mortgage Loan and following the sale of the Mortgage Loan, the Depositor will own
such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge,
charge, claim or security interest;
(xii) There are no mechanics' or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under law could give rise to such liens)
affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of
the related Mortgage;
(xiii) All improvements subject to the Mortgage which were considered in determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit)
except for de minimis encroachments permitted by the FNMA Guide and which have been noted on the
appraisal or the title policy affirmatively insures against loss or damage by reason of any violation,
variation or encroachment adverse circumstances which is either disclosed or would have been disclosed
by an accurate survey, and no improvements on adjoining properties encroach upon the Mortgaged
Property except those which are insured against by the title insurance policy referred to in clause
(v) above or are acceptable under FNMA or FHLMC guidelines and all improvements on the property comply
with all applicable zoning and subdivision laws and ordinances;
(xiv) The Mortgaged Property is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty. At origination of the Mortgage Loan there was, and
there currently is, no proceeding pending for the total or partial condemnation of the Mortgaged
Property;
(xv) Each Mortgage Loan has been serviced in all material respects in compliance with
accepted servicing practices;
(xvi) With respect to each Cooperative Loan, the related Mortgage is a valid, enforceable and
subsisting first security interest on the related Cooperative Shares securing the related Mortgage
Note, subject only to (a) liens of the Cooperative Property for unpaid assessments representing the
Mortgagor's pro rata share of the Cooperative Property's payments for its blanket mortgage, current
and future real property taxes, insurance premiums, maintenance fees and other assessments to which
like collateral is commonly subject and (b) other matters to which like collateral is commonly subject
which do not materially interfere with the benefits of the security intended to be provided by the
Security Agreement. There are no liens against or security interest in the Cooperative Shares
relating to each Cooperative Loan (except for unpaid maintenance, assessments and other amounts owed
to the related Cooperative Property which individually or in the aggregate will not have a material
adverse effect on such Cooperative Loan), which have priority over DLJMC's security interest in such
Cooperative Shares;
(xvii) The Mortgage Loan complies with all terms, conditions and requirements of the
originator's underwriting standards in effect at the time of origination of such Mortgage Loan;
(xviii)Each Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the
Code and Treasury Regulations Section 1.860G-2(a)(1);
(xix) With respect to each Mortgage Loan sold by the Seller, to the knowledge of DLJMC,
(i) no borrower obtained a prepaid single-premium credit life, credit disability, credit unemployment
or credit property insurance policy in connection with the origination of such Mortgage Loan, (ii) the
related Servicer of each such Mortgage Loan has fully furnished, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and complete information on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company, on a monthly basis; and
(iii) no Mortgage Loan will impose a Prepayment Premium for a term in excess of five years;
(xx) DLJMC has delivered or caused to be delivered to the Trustee or the Custodian on behalf
of the Trustee the original Mortgage bearing evidence that such instruments have been recorded in the
appropriate jurisdiction where the Mortgaged Property is located as determined by DLJMC (or in lieu of
the original of the Mortgage or the assignment thereof, a duplicate or conformed copy of the Mortgage
or the instrument of assignment, if any, together with a certificate of receipt from DLJMC or the
settlement agent who handled the closing of the Mortgage Loan, certifying that such copy or copies
represent true and correct copies represent true and correct copy(ies) of the originals) and that such
original(s) have been or are currently submitted to be recorded in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property is located or a certification or
receipt of the recording authority evidencing the same;
(xxi) The Mortgage File contains each of the documents specified in Section 2.01(b) of this
Agreement;
(xxii) No Mortgage Loan sold by the Seller secured by a Mortgaged Property located in the
State of Georgia was originated on or after October 1, 2002 and before March 7, 2003 and no Mortgage
Loan secured by Mortgaged Property located in the State of Georgia that was originated on or after
March 7, 2003 is a "high cost home loan" as defined in the Georgia Fair Lending Act (HB 1361), as
amended;
(xxiii)With respect to each Cooperative Loan, the Cooperative Shares that is pledged as
security for the Cooperative Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code);
(xxiv) None of the Mortgage Loans sold by the Seller are classified as (a) a "high cost
mortgage" loan under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost home,"
"covered," "high cost," "high risk home" or "predatory" loan under any other applicable state, federal
or local law;
(xxv) With respect to each Mortgage Loan, (a) the Mortgage Loan was originated by a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the
National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a federal or state
authority or (b) at the time the Mortgage Loan was originated, the originator was a mortgagee duly
licensed as required by the State within which the Mortgage Loan was originated, and was subject to
supervision and examination conducted by the applicable State authority of such State;
(xxvi) With respect to each Mortgage Loan that has a Prepayment Premium feature, each such
Prepayment Premium is enforceable and, at the time such Mortgage Loan was originated, each Prepayment
Premium complied with applicable federal, state and local law, subject to federal preemption where
applicable;
(xxvii) The related Servicer of each Mortgage Loan sold by the Seller will fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit
Information Company, on a monthly basis;
(xxviii) [Reserved];
(xxix) With respect to the Group 4 Mortgage Loans, the original principal balance of each such
Mortgage Loan is within Xxxxxxx Mac's dollar amount limits for conforming one- to four-family Mortgage
Loans;
(xxx) Each Mortgage Loan that is secured by residential real property (or a leasehold
interest therein) has a loan-to-value ratio of 100% or less by Cut-Off Date Principal Balance;
(xxxi) No Mortgage Loan sold by the Seller is a "High Cost Loan" or "Covered Loan," as
applicable, as such terms are defined in the then current Standard & Poor's LEVELS® Glossary which is
now Version 5.6c Revised, Appendix E, in effect as of the Closing Date; and
(xxxii)With respect to any Mortgage Loan originated on or after August 1, 2004, neither the
related Mortgage nor the related Mortgage Note requires the related Mortgagor to submit to arbitration
to resolve any dispute arising out of or relating in any way to the Mortgage Loan.
Appendix A
CALCULATION OF REMIC I Y PRINCIPAL REDUCTION AMOUNTS
REMIC I Y Principal Reduction Amounts: For any Distribution Date the amounts by which the
Uncertificated Principal Balances of the REMIC I Regular Interests Y-1, Y-2, Y-3 and Y-4, respectively, will
be reduced on such Distribution Date by the allocation of Realized Losses and the distribution of principal,
determined as follows:
First, for each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4, determine its Weighted Average
Adjusted Net Mortgage Rate for distributions of interest that will be made on the next succeeding
Distribution Date (the "Group Interest Rate"). The Principal Reduction Amount for each of the REMIC I Y
Certificates will be determined pursuant to the "Generic solution for the REMIC I Y Principal Reduction
Amounts" set forth below (the "Generic Solution") by making identifications among the actual Groups and their
related REMIC I Y and Z Regular Interests and the Weighted Average Adjusted Net Mortgage Rates and the Groups
named in the Generic Solution and their related REMIC I Y and Z Regular Interests as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be identified with Group AA
and the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with the
REMIC I Y-aa and Z-aa Regular Interests. The Group Interest Rate for that Group will be identified with J%.
If two or more Groups have the lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such selections pursuant to
paragraphs A through D of this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group will be identified with
Group BB and the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC I Y-bb and Z-bb Regular Interests. The Group Interest Rate for that Group will be identified with
K%. If two or more Groups have the second lowest Group Interest Rate pick one for this purpose, subject to
the restriction that each Group may be picked only once in the course of any such selections pursuant to
paragraphs A through D of this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group will be identified with
Group CC and the REMIC I Y and Z Regular Interests related to that Group will be respectively identified with
the REMIC I Y-cc and Z-cc Regular Interests. The Group Interest Rate for that Group will be identified with
L%. If two or more Groups have the third lowest Group Interest Rate pick one for this purpose, subject to
the restriction that each Group may be picked only once in the course of any such selections pursuant to
paragraphs A through D of this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group will be identified with
Group DD and the REMIC I Y and REMIC I Z Regular Interests related to that Group will be respectively
identified with the REMIC I Y-dd and REMIC I Z-dd Regular Interests. The Group Interest Rate for that Group
will be identified with M%. If two or more Groups have the fourth lowest Group Interest Rate pick one for
this purpose, subject to the restriction that each Group may be picked only once in the course of any such
selections pursuant to paragraphs A through D of this definition.
Second, apply the Generic Solution set forth below to determine the REMIC I Y Principal Reduction Amounts for
the Distribution Date using the identifications made above.
Generic Solution for the REMIC I Y Principal Reduction Amounts: For any Distribution Date, the
amounts by which the Uncertificated Principal Balances of the REMIC I YAA, YBB, YCC and YDD Regular Interests
respectively will be reduced on such Distribution Date by the allocation of Realized Losses and the
distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
J% = the Weighted Average Adjusted Net Mortgage Rate for Group AA for interest to be distributed on the
next succeeding Distribution Date.
K% = the Weighted Average Adjusted Net Mortgage Rate for Group BB for interest to be distributed on the
next succeeding Distribution Date.
L% = the Weighted Average Adjusted Net Mortgage Rate for Group CC for interest to be distributed on the
next succeeding Distribution Date.
M% = the Weighted Average Adjusted Net Mortgage Rate for Group DD for interest to be distributed on the
next succeeding Distribution Date.
For purposes of the succeeding definitions and formulas, it is required that J%<=K%<=L%<=M%.
PAAB = the Subordinate Component Balance for Group AA after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
PBBB = the Subordinate Component Balance for Group BB after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
PCCB = the Subordinate Component Balance for Group CC after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
PDDB = the Subordinate Component Balance for Group DD after the allocation of Realized Losses and
distributions of principal on such Distribution Date.
R = the Remittance Rate on the Subordinate Certificates
= (J%PAAB + K%PBBB + L%PCCB + M%PDDB)/( PAAB + PBBB + PCCB + PDDB)
R1 = the weighted average of the Remittance Rates on the Group AA-L, Group BB-L and Group CC-L Regular
Interests (other than any Class P-L or Class X-L Regular Interests or portions thereof related to such
Groups)
=
(J%(Pjj - ΔPjj) + K%(Pkk - ΔPkk) + M%(Pll - ΔPll))/(Pjj - ΔPjj + Pkk - ΔPkk + Pll - ΔPll)
R2 = the weighted average of the Remittance Rates on the Group BB-L, Group CC-L and Group DD-L Regular
Interests (other than any Class X-L or Class P-L Regular Interests or portions thereof related to such
Groups)
=
(K%(Pkk - ΔPkk) + L%(Pll - ΔPll) + M%(Pmm - ΔPmm))/(Pkk - ΔPkk + Pll - ΔPll + Pmm - ΔPmm)
R3 = the weighted average of the Remittance Rates on the Group AA-L and Group BB-L Regular Interests (other
than any Class P-L or Class X-L Regular Interests or portions thereof related to such Groups)
= (J%(Pjj - ΔPjj) + K%(Pkk - ΔPkk))/(Pjj - ΔPjj + Pkk - ΔPkk)
R4 = the weighted average of the Remittance Rates on the Group CC-L and Group DD-L Regular Interests (other
than any Class X-L or Class P-L Regular Interests or portions thereof related to such Groups)
= (L%(Pll - ΔPll) + M%(Pmm - ΔPmm))/(Pll - ΔPll + Pmm - ΔPmm)
r1 = the weighted average of the Class Y-aa, Class Y-bb and Class Y-cc Remittance Rates
= (J% Yjj + K% Ykk + L% Yll)/(Yjj + Ykk + Yll)
r2 = the weighted average of the Class Y-bb, Class Y-cc and Class Y-dd Remittance Rates
= (K% Ykk + L% Yll + M% Ymm)/(Ykk + Yll + Ymm)
r3 = the weighted average of the Class Y-aa and Class Y-bb Remittance Rates
= (J% Yjj + K% Ykk)/(Yjj + Ykk)
r4 = the weighted average of the Class Y-cc and Class Y-dd Remittance Rates
= (L% Yll + M% Ymm)/(Yll + Ymm)
Yjj = the principal balance of the Class Y-aa Regular Interests after distributions on the prior
Distribution Date.
Ykk = the principal balance of the Class Y-bb Regular Interests after distributions on the prior
Distribution Date.
Yll = the principal balance of the Class Y-cc Regular Interests after distributions on the prior
Distribution Date.
Ymm = the principal balance of the Class Y-dd Regular Interests after distributions on the prior
Distribution Date.
ΔYjj = the Class Y-aa Principal Reduction Amount.
ΔYkk = the Class Y-bb Principal Reduction Amount.
ΔYll = the Class Y-cc Principal Reduction Amount.
ΔYmm = the Class Y-dd Principal Reduction Amount.
Pjj = the aggregate principal balance of the Class Y-aa and Class Z-aa Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA
Loans reduced by the portion, if any, of the Principal Balance of Component I of the Class AR-L
Certificate derived from Group AA Loans.
Pkk = the aggregate principal balance of the Class Y-bb and Class Z-bb Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group BB
Loans reduced by the portion, if any, of the Principal Balance of Component I of the Class AR-L
Certificate derived from Group BB Loans.
Pll = the aggregate principal balance of the Class Y-cc and Class Z-cc Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group CC
Loans reduced by the portion, if any, of the Principal Balance of Component I of the Class AR-L
Certificate derived from Group CC Loans.
Pmm = the aggregate principal balance of the Class Y-dd and Class Z-dd Regular Interests after distributions
on the prior Distribution Date, which is equal to the aggregate principal balance of the Group DD
Loans reduced by the portion, if any, of the Principal Balance of Component I of the Class AR-L
Certificate derived from Group DD Loans.
ΔPjj = the aggregate principal reduction resulting on such Distribution Date on the Group AA Loans as
a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (d)(i)
or (d)(ii) of the definition of REMIC I Distribution Amount) to be made and realized losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class AR-L Certificate, which is equal to the aggregate of the Class Y-aa and Class
Z-aa Principal Reduction Amounts.
ΔPkk= the aggregate principal reduction resulting on such Distribution Date on the Group BB Loans as
a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (d)(i)
or (d)(ii) of the definition of REMIC I Distribution Amount) to be made and realized losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class AR-L Certificate, which is equal to the aggregate of the Class Y-bb and Class
Z-bb Principal Reduction Amounts.
ΔPll = the aggregate principal reduction resulting on such Distribution Date on the Group CC Loans as
a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (d)(i)
or (d)(ii) of the definition of REMIC I Distribution Amount) to be made and realized losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class AR-L Certificate, which is equal to the aggregate of the Class Y-cc and Class
Z-cc Principal Reduction Amounts.
ΔPmm = the aggregate principal reduction resulting on such Distribution Date on the Group DD Loans as
a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (d)(i)
or (d)(ii) of the definition of REMIC I Distribution Amount) to be made and realized losses to be
allocated on such Distribution Date, reduced by the portion, if any, of such reduction allocable to
Component I of the Class AR-L Certificate, which is equal to the aggregate of the Class Y-dd and Class
Z-dd Principal Reduction Amounts.
α = .0005
γ1 = (R - R1)/(M% - R). If R=>L%, γ1 is a non-negative number unless its denominator is zero,
in which event it is undefined.
γ2 = (R - J%)/(R2 - R). If R<K%, γ2 is a non-negative number.
γ3 = (R - R3)/(R4 - R). If K%<=R<=L%, γ3 is a non-negative number unless its denominator is
zero, in which case it is undefined.
If γ1 is undefined, ΔYjj = Yjj, ΔYkk = Ykk, ΔYll = Yll, and ΔYmm =
(Ymm/Pmm)ΔPmm.
If γ2 is zero, ΔYjj = (Yjj/Pjj)ΔPjj, ΔYkk = Ykk, ΔYll = Yll and ΔYmm =
Ymm.
If K%<=R<=L% and γ3 is undefined, ΔYjj = Yjj, ΔYkk = Ykk, ΔYmm = Ymm, and ΔYll
= (Yll/Pll)ΔPll.
If K%<=R<=L% and γ3 is zero, ΔYkk = (Ykk/Pkk)ΔPkk, ΔYjj = Yjj, ΔYll = Yll and
ΔYmm = Ymm.
In the remaining situations, ΔYjj, ΔYkk, ΔYll and ΔYmm shall be defined as follows:
I. If R=>L%, make the following additional definitions:
δYjj = 0, if R1< r1;
(R1- r1)( Yjj + Ykk + Yll)Yjj/((R1 - J%)Yjj + (R1 - K%)Ykk), if R1=> r1 and R1=>K%; and
(R1- r1)( Yjj + Ykk + Yll)/(R1 - J%), if R1=> r1 and R1<K%;
δYkk = 0, if R1< r1 and R1=>K%;
(R1- r1)( Yjj + Ykk + Yll)Ykk/((R1 - K%)Ykk + (R1 - L%)Yll), if R1< r1 and R1<K%;
(R1- r1)( Yjj + Ykk + Yll)Ykk/((R1 - J%)Yjj + (R1 - K%)Ykk), if R1=> r1 and R1=>K%; and
0, if R1=> r1 and R1<K%; and
δYll = (R1- r1)( Yjj + Ykk + Yll)/(R1 - L%), if R1< r1 and R1=>K%;
(R1- r1)( Yjj + Ykk + Yll)Yll/((R1 - K%)Ykk + (R1 - L%)Yll), if R1< r1 and R1<K%; and
0, if R1=> r1.
xX0, xXxx, and δYll are numbers between Yjj and 0, Ykk and 0, and Yll and 0, respectively,
such that
(J%(Yjj - δYjj) + K%( Ykk.- δYkk) + L%( Yll.- δYll))/(Yjj - δYjj + Ykk.-
δYkk + Yll.- δYll) = R1.
Y5 = Yjj - δYjj + Ykk.- δYkk + Yll.- δYll
P5 = Pjj + Pkk + Pll.
ΔP5 = ΔPjj + ΔPkk + ΔPll.
ΔY5 = ΔYjj - δYjj + ΔYkk.- δYkk + ΔYll.- δYll
1. If Ymm - α(Pmm - ΔPmm) => 0, Y5- α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5) <
(Pmm - ΔPmm), ΔYmm = Ymm - αγ1(P5 - ΔP5) and
ΔY5 = Y5 - α(P5 - ΔP5).
2. If Ymm - α(Pmm - ΔPmm) => 0, Y5 - α(P5 - ΔP5) => 0, and γ1(P5 - ΔP5)
=> (Pmm - ΔPmm), ΔYmm = Ymm - α(Pmm - ΔPmm) and
ΔY5 = Y5 - (α/γ1)(Pmm - ΔPmm).
3. If Ymm - α(Pmm - ΔPmm) < 0, Y5 - α(P5 - ΔP5) => 0, and
Y5 - α(P5 - ΔP5) => Y5 - (Ymm/γ1), ΔYmm = Ymm - αγ1(P5 - ΔP5)
and ΔY5 = Y5 - α(P5 - ΔP5).
4. If Ymm - α(Pmm - ΔPmm) < 0, Y5 - (Ymm/γ1) => 0, and
Y5 - α(P5 - ΔP5) <= Y5 - (Ymm/γ1), ΔYmm = 0 and ΔY5 = Y5 - (Ymm/γ1).
5. If Y5 - α(P5 - ΔP5) < 0, Y5 - (Ymm/γ1) < 0, and
Ymm - α(Pmm - ΔPmm) <= Ymm - (γ1Y5), ΔYmm = Ymm - (γ1Y5) and ΔY5 = 0.
6. If Y5 - α(P5 - ΔP5) < 0, Ymm - α(Pmm - ΔPmm) => 0, and
Ymm - α(Pmm - ΔPmm) => Ymm - (γ1Y5), ΔYmm = Ymm - α(Pmm - ΔPmm) and
ΔY5 = Y5 - (α/γ1)(Pmm - ΔPmm).
ΔYjj = δYjj + [(Yjj - δYjj)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)] ΔY5
ΔYkk = δYkk + [(Ykk - δYkk)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)]ΔY5
ΔYll = δYll + [(Yll - δYll)/(Yjj - δYjj + Ykk - δYkk + Yll - δYll)]ΔY5
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following
goals in the following order of priority:
1. Making the ratio of Ymm to Y5 equal to γ1 after taking account of the allocation Realized Losses
and the distributions that will be made through end of the Distribution Date to which such provisions
relate and assuring that the Principal Reduction Amount for each of the Class Y-aa, Class Y-bb, Class
Y-cc, Class Y-dd, Class Z-aa, Class Z-bb, Class Z-cc and Class Z-dd Regular Interests is greater than
or equal to zero for such Distribution Date;
2. Making the Class Y-aa Principal Balance less than or equal to 0.0005 of the sum of the Class Y-aa and
Class Z-aa Principal Balances, the Class Y-bb Principal Balance less than or equal to 0.0005 of the
sum of the Class Y-bb and Class Z-bb Principal Balances, the Class Y-bb Principal Balance less than or
equal to 0.0005 of the sum of the Class Y-cc and Class Z-cc Principal Balances and the Class Y-dd
Principal Balance less than or equal to 0.0005 of the sum of the Class Y-dd and Class Z-dd Principal
Balances in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Ymm and whose denominator is the sum of Ymm
and Class Z-dd Principal Balance and (b) the fraction whose numerator is Y5 and whose denominator is
the sum of Y5, the Class Z-aa Principal Balance, the Class Z-bb Principal Balance and the Class Z-cc
Principal Balance as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such
goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the
sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the
related Group remaining after the allocation of such Realized Losses to the related Class P-M Regular
Interest (if any) and (b) the remainder of the portion of the REMIC I Available Distribution Amount derived
from the related Group after reduction thereof by the distributions to be made on such Distribution Date (i)
to the related Class P-M Regular Interest (if any), (ii) to the related Class X-M Regular Interests and (iii)
in respect of interest on the related Class Y and Class Z Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of the Class Y
Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities
set forth above within the requirement set forth in the preceding sentence. If the formula allocation of ΔY5
among ΔYjj, ΔYkk and ΔYll cannot be achieved because either ΔYjj as so defined is greater than ΔPjj, ΔYkk as
so defined is greater than ΔPkk or ΔYll as so defined is greater than ΔPll, such an allocation shall be made
as close as possible to the formula allocation within the requirement that ΔYjj < ΔPjj, ΔYkk < ΔPkk and ΔYll
< ΔPll.
II. If R<=K%, make the following additional definitions:
δYkk = 0, if R2< r2;
(R2- r2)( Ykk + Yll + Ymm)Ykk/((R2 - K%)Ykk + (R2 - L%)Yll), if R2=> r2 and R2=>L%; and
(R2- r2)( Ykk + Yll + Ymm)/(R2 - K%), if R2=> r2 and R2<L%;
δYll = 0, if R2< r2 and R2=>L%;
(R2- r2)( Ykk + Yll + Ymm)Yll/((R2 - L%)Yll + (R2 - M%)Ymm), if R2< r2 and R2<L%;
(R2- r2)( Ykk + Yll + Ymm)Yll/((R2 - K%)Ykk + (R2 - L%)Yll), if R2=> r2 and R2=>L%; and
0, if R2=> r2 and R2<L%; and
δYmm = (R2- r2)( Ykk + Yll + Ymm)/(R2 - M%), if R2< r2 and R2=>L%;
(R2- r2)( Ykk + Yll + Ymm)Ymm/((R2 - L%)Yll + (R2 - M%)Ymm), if R2< r2 and R2<L%; and
0, if R2=> r2.
δYkk, δYll, and δYmm are numbers between Ykk and 0, Yll and 0, and Ymm and 0, respectively,
such that
(K%(Ykk - δYkk) + L%( Yll.- δYll) + M%( Ymm.- δYmm))/(Ykk - δYkk + Yll.-
δYll + Ymm.- δYmm) = R2.
Y6 = Ykk - δYkk + Yll.- δYll + Ymm.- δYmm
P6 = Pkk + Pll + Pmm.
ΔP6 = ΔPkk + ΔPll + ΔPmm.
ΔY6 = ΔYkk - δYkk + ΔYll.- δYll + ΔYmm.- δYmm
1. If Y6 - α(P6 - ΔP6) => 0, Yjj- α(Pjj - ΔPjj) => 0, and γ2(Pjj - ΔPjj)
< (P6 - ΔP6), ΔY6 = Y6 - αγ2(Pjj - ΔPjj) and
ΔYjj = Yjj - α(Pjj - ΔPjj).
2. If Y6 - α(P6 - ΔP6) => 0, Yjj - α(Pjj - ΔPjj) => 0, and
γ2(Pjj - ΔPjj) => (P6 - ΔP6), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYjj = Yjj - (α/γ2)(P6 - ΔP6).
3. If Y6 - α(P6 - ΔP6) < 0, Yjj - α(Pjj - ΔPjj) => 0, and
Yjj - α(Pjj - ΔPjj) => Yjj - (Y6/γ2), ΔY6 = Y6 - αγ2(Pjj - ΔPjj)
and ΔYjj = Yjj - α(Pjj - ΔPjj).
4. If Y6 - α(P6 - ΔP6) < 0, Yjj - (Y6/γ2) => 0, and
Yjj - α(Pjj - ΔPjj) <= Yjj - (Y6/γ2), ΔY6 = 0 and ΔYjj = Yjj - (Y6/γ2).
5. If Yjj - α(Pjj - ΔPjj) < 0, Yjj - (Y6/γ2) < 0, and
Y6 - α(P6 - ΔP6) <= Y6 - (γ2Yjj), ΔY6 = Y6 - (γ2Yjj) and ΔYjj = 0.
6. If Yjj - α(Pjj - ΔPjj) < 0, Y6 - α(P6 - ΔP6) => 0, and
Y6 - α(P6 - ΔP6) => Y6 - (γ2Yjj), ΔY6 = Y6 - α(P6 - ΔP6) and
ΔYjj = Yjj - (α/γ2)(P6 - ΔP6).
ΔYkk = δYkk + [(Ykk - δYkk)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)] ΔY6
ΔYll = δYll + [(Yll - δYll)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)] ΔY6
ΔYmm = δYmm + [(Ymm - δYmm)/(Ykk - δYkk + Yll - δYll + Ymm - δYmm)]Δ Y6
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following
goals in the following order of priority:
1. Making the ratio of Y6 to Yjj equal to γ2 after taking account of the allocation Realized Losses
and the distributions that will be made through end of the Distribution Date to which such provisions
relate and assuring that the Principal Reduction Amount for each of the Class Y-aa, Class Y-bb, Class
Y-cc, Class Y-dd, Class Z-aa, Class Z-bb, Class Z-cc and Class Z-dd Regular Interests is greater than
or equal to zero for such Distribution Date;
2. Making the Class Y-aa Principal Balance less than or equal to 0.0005 of the sum of the Class Y-aa and
Class Z-aa Principal Balances, the Class Y-bb Principal Balance less than or equal to 0.0005 of the
sum of the Class Y-bb and Class Z-bb Principal Balances, the Class Y-bb Principal Balance less than or
equal to 0.0005 of the sum of the Class Y-cc and Class Z-cc Principal Balances and the Class Y-dd
Principal Balance less than or equal to 0.0005 of the sum of the Class Y-dd and Class Z-dd Principal
Balances in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yjj and whose denominator is the sum of Yjj
and Class Z-aa Principal Balance and (b) the fraction whose numerator is Y6 and whose denominator is
the sum of Y6, the Class Z-bb Principal Balance, the Class Z-cc Principal Balance and the Class Z-dd
Principal Balance as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such
goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the
sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the
related Group remaining after the allocation of such Realized Losses to the related Class P-M Regular
Interest (if any) and (b) the remainder of the portion of the REMIC I Available Distribution Amount derived
from the related Group after reduction thereof by the distributions to be made on such Distribution Date (i)
to the related Class P-M Regular Interest (if any), (ii) to the related Class X-M Regular Interests and (iii)
in respect of interest on the related Class Y and Class Z Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of the Class Y
Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities
set forth above within the requirement set forth in the preceding sentence. If the formula allocation of ΔY6
among ΔYkk, ΔYll and ΔYmm cannot be achieved because either ΔYkk as so defined is greater than ΔPkk, ΔYll as
so defined is greater than ΔPll or ΔYmm as so defined is greater than ΔPmm, such an allocation shall be made
as close as possible to the formula allocation within the requirement that ΔYkk < ΔPkk, ΔYll < ΔPll and
ΔYmm < ΔPmm.
III. If K%<=R<=L%, make the following additional definitions:
δYjj = 0, if R3< r3; and
(R3- r3)( Yjj + Ykk)/(R3 - J%), if R3=> r3;
δYkk = 0, if R3=> r3; and
(R3- r3)( Yjj + Ykk)/(R3 - K%), if R3< r3;
δYll = 0, if R4< r4; and
(R4- r4)(Yll + Ymm)/(R4 - L%), if R4=> r4; and
δYmm = (R4- r4)(Yll + Ymm)/(R4 - M%), if R4< r4; and
0, if R4=> r4.
δYjj, δYkk, δYll, and δYmm are numbers between Yjj and 0, Ykk and 0, Yll and 0, and
Ymm and 0, respectively, such that
(J%(Yjj - δYjj) + K%(Ykk.- δYkk))/(Yjj - δYjj + Ykk.- δYkk) = R3 and
(L%(Yll - δYll) + M%(Ymm.- δYmm))/(Yll - δYll + Ymm.- δYmm) = R4.
Y7 = Yjj - δYjj + Ykk.- δYkk
P7 = Pjj + Pkk.
ΔP7 = ΔPjj + ΔPkk.
ΔY7 = ΔYjj - δYjj + ΔYkk.- δYkk.
Y8 = Yll.- δYll + Ymm.- δYmm.
P8 = Pll + Pmm.
ΔP8 = ΔPll + ΔPmm.
ΔY8 = ΔYll.- δYll + ΔYmm.- δYmm
1. If Y8 - α(P8 - ΔP8) => 0, Y7- α(P7 - ΔP7) => 0, and γ3(P7 - ΔP7) <
(P8 - ΔP8), ΔY8 = Y8 - αγ3(P7 - ΔP7) and
ΔY7 = Y7 - α(P7 - ΔP7).
2. If Y8 - α(P8 - ΔP8) => 0, Y7 - α(P7 - ΔP7) => 0, and γ3(P7 - ΔP7) =>
(P8 - ΔP8), ΔY8 = Y8 - α(P8 - ΔP8) and
ΔY7 = Y7 - (α/γ3)(P8 - ΔP8).
3. If Y8 - α(P8 - ΔP8) < 0, Y7 - α(P7 - ΔP7) => 0, and Y7 - α(P7 - ΔP7)
=> Y7 - (Y8/γ3), ΔY8 = Y8 - αγ3(P7 - ΔP7) and
ΔY7 = Y7 - α(P7 - ΔP7).
4. If Y8 - α(P8 - ΔP8) < 0, Y7 - (Y8/γ3) => 0, and
Y7 - α(P7 - ΔP7) <= Y7 - (Y8/γ3), ΔY8 = 0 and ΔY7 = Y7 - (Y8/γ3).
5. If Y7 - α(P7 - ΔP7) < 0, Y7 - (Y8/γ3) < 0, and
Y8 - α(P8 - ΔP8) <= Y8 - (γ3Y7), ΔY8 = Y8 - (γ3Y7) and ΔY7 = 0.
6. If Y7 - α(P7 - ΔP7) < 0, Y8 - α(P8 - ΔP8) => 0, and Y8 - α(P8 - ΔP8)
=> Y8 - (γ3Y7), ΔY8 = Y8 - α(P8 - ΔP8) and
ΔY7 = Y7 - (α/γ3)(P8 - ΔP8).
ΔYjj = δYjj + [(Yjj - δYjj)/(Yjj - δYjj + Ykk - δYkk)] ΔY7
ΔYkk = δYkk + [(Ykk - δYkk)/( Yjj - δYjj + Ykk - δYkk)]ΔY7
ΔYll = δYll + [(Yll - δYll)/(Yll - δYll + Ymm - δYmm)] ΔY8
ΔYmm = δYmm + [(Ymm - δYmm)/(Yll - δYll + Ymm - δYmm)] ΔY8
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized
Losses and defining the Class Y and Class Z Principal Distribution Amounts is to accomplish the following
goals in the following order of priority:
1. Making the ratio of Y8 to Y7 equal to γ3 after taking account of the allocation Realized Losses
and the distributions that will be made through end of the Distribution Date to which such provisions
relate and assuring that the Principal Reduction Amount for each of the Class Y-aa, Class Y-bb, Class
Y-cc, Class Y-dd, Class Z-aa, Class Z-bb, Class Z-cc and Class Z-dd Regular Interests is greater than
or equal to zero for such Distribution Date;
2. Making the Class Y-aa Principal Balance less than or equal to 0.0005 of the sum of the Class Y-aa and
Class Z-aa Principal Balances, the Class Y-bb Principal Balance less than or equal to 0.0005 of the
sum of the Class Y-bb and Class Z-bb Principal Balances, the Class Y-bb Principal Balance less than or
equal to 0.0005 of the sum of the Class Y-cc and Class Z-cc Principal Balances and the Class Y-dd
Principal Balance less than or equal to 0.0005 of the sum of the Class Y-dd and Class Z-dd Principal
Balances in each case after giving effect to allocations of Realized Losses and distributions to be
made through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Y7 and whose denominator is the sum of Y7,
the Class Z-aa Principal Balance and the Class Z-bb Principal Balance and (b) the fraction whose
numerator is Y8 and whose denominator is the sum of Y8, the Class Z-cc Principal Balance and the Class
Z-dd Principal Balance as large as possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of Class Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted to so as to accomplish such
goals within the requirement that each Class Y Principal Reduction Amount must be less than or equal to the
sum of (a) the principal portion of Realized Losses to be allocated on the related Distribution Date for the
related Group remaining after the allocation of such Realized Losses to the related Class P-M Regular
Interest (if any) and (b) the remainder of the portion of the REMIC I Available Distribution Amount derived
from the related Group after reduction thereof by the distributions to be made on such Distribution Date (i)
to the related Class P-M Regular Interest (if any), (ii) to the related Class X-M Regular Interests and (iii)
in respect of interest on the related Class Y and Class Z Regular Interests, or, if both of such goals cannot
be accomplished within such requirement, such adjustment as is necessary shall be made to accomplish goal 1
within such requirement. In the event of any conflict among the provisions of the definition of the Class Y
Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their priorities
set forth above within the requirement set forth in the preceding sentence. If the formula allocation of ΔY7
between ΔYjj and ΔYkk, or of ΔY8 between ΔYll and ΔYmm cannot be achieved because either ΔYjj as so defined
is greater than ΔPjj, ΔYkk as so defined is greater than ΔPkk, ΔYll as so defined is greater than ΔPll or
ΔYmm as so defined is greater than ΔPmm, such an allocation shall be made as close as possible to the formula
allocation within the requirement that ΔYjj < ΔPjj, ΔYkk < ΔPkk, ΔYll < ΔPll and ΔYmm < ΔPmm.
NOTES:
1. REMIC I YAA and ZAA Regular Interests are related to Loan Group AA. The sum of the Uncertificated
Principal Balances for the REMIC I YAA and ZAA Regular Interests is equal to the aggregate stated principal
balance of the Mortgage Loans in Loan Group AA. REMIC I YBB and ZBB Regular Interests are related to Loan
Group BB. The sum of the Uncertificated Principal Balances for the REMIC I YBB and REMIC I ZBB Regular
Interests is equal to the aggregate stated principal balance of the Mortgage Loans in Loan Group BB. REMIC I
YCC and ZCC Regular Interests are related to Loan Group CC. The sum of the Uncertificated Principal
Balances for the REMIC I YCC and ZCC Regular Interests is equal to the aggregate stated principal balance of
the Mortgage Loans in Loan Group CC. REMIC I YDD and ZDD Regular Interests are related to Loan Group DD.
The sum of the Uncertificated Principal Balances for the REMIC I YDD and ZDD Regular Interests is equal to
the aggregate stated principal balance of the Mortgage Loans in Loan Group DD. The REMIC I Y and Z Regular
Interests will be principal and interest classes bearing interest at the pass-through rate for the related
Loan Group.
2. The Class CB pass-through rate is the weighted average of the pass-through rates on the REMIC I YAA,
YBB, YCC, and YDD Regular Interests.
